CREDIT AGREEMENT by and among THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. as Borrower,

EXHIBIT 10.60

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CREDIT AGREEMENT

by and among

THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC.
as Borrower,

NATIONSBANK, NATIONAL ASSOCIATION ,
as Agent and as Lender

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

March 11, 1998

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TABLE OF CONTENTS

Page
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ARTICLE I

Definitions and Terms

1.1. Definitions. . . . . . . . . . . . . . . . . . 2
1.2. Rules of Interpretation. . . . . . . . . . . . 26

ARTICLE II

Line of Credit and Term Loan Facility

2.1. The Loan . . . . . . . . . . . . . . . . . . . 28
2.2. Term Loan Advance. . . . . . . . . . . . . . . 28
2.3. Payment of Principal . . . . . . . . . . . . . 29
2.4. Payment of Interest. . . . . . . . . . . . . . 29
2.5. Manner of Payment. . . . . . . . . . . . . . . 30
2.6. Optional Prepayments . . . . . . . . . . . . . 30
2.7. Mandatory Prepayments. . . . . . . . . . . . 30
2.8. Term Notes . . . . . . . . . . . . . . . . . . 31
2.9. Use of Proceeds. . . . . . . . . . . . . . . . 31
2.10. Interest Periods . . . . . . . . . . . . . . . 31
2.11. Conversions and Elections of Subsequent
Interest Periods. . . . . . . . . . . . . . . 31
2.12. Unused Fee . . . . . . . . . . . . . . . . . . 32
2.13. Pro Rata Payments. . . . . . . . . . . . . . . 32

ARTICLE III

The Revolving Credit Facility

3.1. Revolving Loans. . . . . . . . . . . . . . . . 33
3.2. Payment of Interest. . . . . . . . . . . . . . 35
3.3. Payment of Principal . . . . . . . . . . . . . 36
3.4. Non-Conforming Payments. . . . . . . . . . . . 36
3.5. Revolving Notes. . . . . . . . . . . . . . . . 36
3.6. Pro Rata Payments. . . . . . . . . . . . . . . 36
3.7. Reductions . . . . . . . . . . . . . . . . . . 37
3.8. Conversions and Elections of Subsequent
Interest Periods. . . . . . . . . . . . . . . 37
3.9. Increase and Decrease in Amounts . . . . . . . 38

3.10. Unused Fee . . . . . . . . . . . . . . . . . . 38
3.11. Deficiency Advances. . . . . . . . . . . . . . 38
3.12. Use of Proceeds. . . . . . . . . . . . . . . . 38
3.13. Mandatory Reductions . . . . . . . . . . . . . 39
3.14. Swing Line . . . . . . . . . . . . . . . . . . 40

ARTICLE IV

Letters of Credit

4.1. Letters of Credit. . . . . . . . . . . . . . . 42
4.2. Reimbursement. . . . . . . . . . . . . . . . . 42
4.3. Letter of Credit Facility Fees . . . . . . . . 45
4.4. Administrative Fees. . . . . . . . . . . . . . 46

ARTICLE V

Credit Enhancement

5.1. Guaranty . . . . . . . . . . . . . . . . . . . 47
5.2. Stock Pledge . . . . . . . . . . . . . . . . . 47
5.3. Further Assurances . . . . . . . . . . . . . . 47

ARTICLE VI

Change in Circumstances

6.1. Increased Cost and Reduced Return. . . . . . . 48
6.2. Limitation on Types of Loans . . . . . . . . . 49
6.3. Illegality . . . . . . . . . . . . . . . . . . 50
6.4. Treatment of Affected Loans. . . . . . . . . . 50
6.5. Compensation . . . . . . . . . . . . . . . . . 50
6.6. Taxes. . . . . . . . . . . . . . . . . . . . . 51
6.7. Replacement Lenders. . . . . . . . . . . . . . 52

ARTICLE VII

Conditions to Making Loans and
Issuing Letters of Credit

7.1. Conditions of Initial Advance under the
Revolving Credit Facility . . . . . . . . . . 54
7.2. Conditions of Term Loan. . . . . . . . . . . . 56
7.3. Conditions of Revolving Loans and Letter
of Credit . . . . . . . . . . . . . . . . . . 57
7.4. Supplements to Schedules . . . . . . . . . . . 58

ARTICLE VIII

Representations and Warranties

8.1. Organization and Authority . . . . . . . . . . 59
8.2. Loan Documents . . . . . . . . . . . . . . . . 59
8.3. Solvency . . . . . . . . . . . . . . . . . . . 60
8.4. Subsidiaries and Stockholders. . . . . . . . . 60
8.5. Ownership Interests. . . . . . . . . . . . . . 60
8.6. Financial Condition. . . . . . . . . . . . . . 61
8.7. Title to Properties. . . . . . . . . . . . . . 61
8.8. Taxes. . . . . . . . . . . . . . . . . . . . . 61
8.9. Other Agreements . . . . . . . . . . . . . . . 62
8.10. Litigation . . . . . . . . . . . . . . . . . . 62
8.11. Margin Stock . . . . . . . . . . . . . . . . . 62
8.12. Investment Company . . . . . . . . . . . . . . 62
8.13. Patents, Etc.. . . . . . . . . . . . . . . . . 62
8.14. No Untrue Statement. . . . . . . . . . . . . . 63
8.15. No Consents, Etc.. . . . . . . . . . . . . . . 63
8.16. Employee Benefit Plans . . . . . . . . . . . . 63
8.17. No Default . . . . . . . . . . . . . . . . . . 64
8.18. Environmental Matters. . . . . . . . . . . . . 64
8.19. Employment Matters . . . . . . . . . . . . . . 65
8.20. RICO . . . . . . . . . . . . . . . . . . . . . 65
8.21. Subordinated Notes . . . . . . . . . . . . . . 65

ARTICLE IX

Affirmative Covenants

9.1. Financial Reports, Etc.. . . . . . . . . . . . 66
9.2. Maintain Properties. . . . . . . . . . . . . . 67
9.3. Existence, Qualification, Etc. . . . . . . . . 68
9.4. Regulations and Taxes. . . . . . . . . . . . . 68
9.5. Insurance. . . . . . . . . . . . . . . . . . . 68
9.6. True Books . . . . . . . . . . . . . . . . . . 68
9.7. Right of Inspection. . . . . . . . . . . . . . 68
9.8. Observe all Laws . . . . . . . . . . . . . . . 69
9.9. Governmental Licenses. . . . . . . . . . . . . 69
9.10. Covenants Extending to Other Persons . . . . . 69
9.11. Officer's Knowledge of Default . . . . . . . . 69
9.12. Suits or Other Proceedings . . . . . . . . . . 69

iii

9.13. Notice of Environmental Complaint or
Condition . . . . . . . . . . . . . . . . . . 69
9.14. Environmental Compliance . . . . . . . . . . . 70
9.15. Indemnification. . . . . . . . . . . . . . . . 70
9.16. Further Assurances . . . . . . . . . . . . . . 70
9.17. Employee Benefit Plans . . . . . . . . . . . . 70
9.18. Continued Operations . . . . . . . . . . . . . 71
9.19. New Subsidiaries . . . . . . . . . . . . . . . 71

ARTICLE X

Negative Covenants

10.1. Financial Covenants. . . . . . . . . . . . . . 73
10.2. Acquisitions . . . . . . . . . . . . . . . . . 73
10.3. Capital Expenditures . . . . . . . . . . . . . 74
10.4. Liens. . . . . . . . . . . . . . . . . . . . . 74
10.5. Indebtedness . . . . . . . . . . . . . . . . . 75
10.6. Transfer of Assets . . . . . . . . . . . . . . 76
10.7. Investments. . . . . . . . . . . . . . . . . . 76
10.8. Merger or Consolidation. . . . . . . . . . . . 76
10.9. Transactions with Affiliates . . . . . . . . . 77
10.10. Compliance with ERISA. . . . . . . . . . . . . 77
10.11. Fiscal Year. . . . . . . . . . . . . . . . . . 78
10.12. Dissolution, etc.. . . . . . . . . . . . . . . 78
10.13. Limitations on Sales and Leasebacks. . . . . . 78
10.14. Change in Control. . . . . . . . . . . . . . . 79
10.15. Hedging Obligations. . . . . . . . . . . . . . 79
10.16. Negative Pledge Clauses. . . . . . . . . . . . 79
10.17. Subordinated Debt. . . . . . . . . . . . . . . 79
10.18. Pledged Stock. . . . . . . . . . . . . . . . . 79
10.19. Material Agreements. . . . . . . . . . . . . . 79

ARTICLE XI

Events of Default and Acceleration

11.1. Events of Default. . . . . . . . . . . . . . . 80
11.2. Agent to Act . . . . . . . . . . . . . . . . . 83
11.3. Cumulative Rights. . . . . . . . . . . . . . . 83
11.4. No Waiver. . . . . . . . . . . . . . . . . . . 84
11.5. Allocation of Proceeds . . . . . . . . . . . . 84

ARTICLE XII

The Agent

12.1. Appointment, Powers, and Immunities. . . . . . 86
12.2. Reliance by Agent. . . . . . . . . . . . . . . 86
12.3. Defaults . . . . . . . . . . . . . . . . . . . 87
12.4. Rights as Lender . . . . . . . . . . . . . . . 87
12.5. Indemnification. . . . . . . . . . . . . . . . 87
12.6. Non-Reliance on Agent and Other Lenders. . . . 88
12.7. Resignation of Agent . . . . . . . . . . . . . 88
12.8. Fees . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE XIII

Miscellaneous

13.1. Assignments and Participations . . . . . . . . 89
13.2. Notices. . . . . . . . . . . . . . . . . . . . 90
13.3. Right of Set-off; Adjustments. . . . . . . . . 92
13.4. Survival . . . . . . . . . . . . . . . . . . . 93
13.5. Expenses . . . . . . . . . . . . . . . . . . . 93
13.6. Amendments and Waivers . . . . . . . . . . . . 93
13.7. Counterparts . . . . . . . . . . . . . . . . . 94
13.8. Termination. . . . . . . . . . . . . . . . . . 94
13.9. INDEMNIFICATION; LIMITATION OF LIABILITY . . . 95
13.10. Severability . . . . . . . . . . . . . . . . . 96
13.11. ENTIRE AGREEMENT . . . . . . . . . . . . . . . 96
13.12. Agreement Controls . . . . . . . . . . . . . . 96
13.13. Usury Savings Clause . . . . . . . . . . . . . 96
13.14. GOVERNING LAW; WAIVER OF JURY TRIAL. . . . . . 97
13.15. Payments . . . . . . . . . . . . . . . . . . . 98

EXHIBIT A Applicable Commitment Percentages . . . . . A-1
EXHIBIT B Form of Assignment and Acceptance . . . . . B-1
EXHIBIT C Notice of Appointment (or Revocation) of
Authorized Representative . . . . . . . . . X-0
XXXXXXX X-0 Form of Borrowing Notice. . . . . . . . . . X-0
XXXXXXX X-0 Form of Borrowing Notice--Swing Line
Loans . . . . . . . . . . . . . . . . . . . D-3
EXHIBIT E Form of Interest Rate Selection Notice. . . E-1
EXHIBIT F-1 Form of Revolving Note. . . . . . . . . . F-1-1
EXHIBIT F-2 Form of Swing Line Note . . . . . . . . . F-2-1
EXHIBIT F-3 Form of Term Note . . . . . . . . . . . . F-3-1

EXHIBIT G Form of Opinion of Borrower's Counsel . . . G-1
EXHIBIT H Compliance Certificate. . . . . . . . . . . H-1
EXHIBIT I Form of Facility Guaranty . . . . . . . . . I-1
EXHIBIT J-1 Form of Stock Pledge Agreement. . . . . . X-0-0
XXXXXXX X-0 Form of Pledge Agreement. . . . . . . . . J-2-1

Schedule 1.1 Material Agreements . . . . . . . . . . . . S-1
Schedule 8.4 Subsidiaries and Investments in Other
Persons. . . . . . . . . . . . . . . . . . S-3
Schedule 8.6 Indebtedness. . . . . . . . . . . . . . . . S-4
Schedule 8.7 Liens . . . . . . . . . . . . . . . . . . . S-5
Schedule 8.8 Tax Matters . . . . . . . . . . . . . . . . S-6
Schedule 8.10 Litigation. . . . . . . . . . . . . . . . . S-7
Schedule 9.5 Insurance . . . . . . . . . . . . . . . . . S-8

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 11, 1998 (the "Agreement"), is
made by and among THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC., a Nevada
corporation having its principal place of business in Dallas, Texas (the
"Borrower"), NATIONSBANK, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States, in
its capacity as a Lender ("NationsBank"), and each other financial
institution executing and delivering a signature page hereto and each other
financial institution which may hereafter execute and deliver an instrument
of assignment with respect to this Agreement pursuant to SECTION 13.1
(hereinafter such financial institutions may be referred to individually as a
"Lender" or collectively as the "Lenders"), and NATIONSBANK, NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States, in its capacity as agent for the Lenders (in such
capacity, and together with any successor agent appointed in accordance with
the terms of SECTION 12.7, the "Agent");

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders make available to
the Borrower a 364-day line of credit facility in an amount of up to
$50,000,000, which upon advance shall convert to a term loan facility in the
principal amount of such advance, the proceeds of which are to be used as
provided in SECTION 2.9 and a revolving credit facility of up to
$220,000,000, the proceeds of which are to be used as provided in SECTION
3.12 and which shall include a letter of credit facility of up to
$10,000,000 for the issuance of standby and commercial letters of credit; and

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

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

ARTICLE I

DEFINITIONS AND TERMS

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

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

"Advance" means any of (i) the borrowing under the Term Loan
Facility or (ii) a borrowing under the Revolving Credit Facility consisting
of a Base Rate Loan or a Eurodollar Rate Loan.

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

"Applicable Commitment Percentage" means, with respect to each
Lender that portion of the Total Credit Commitment, Total Revolving Credit
Commitment or Total Term Loan Commitment, as the case may be (including
its Participations and its obligations hereunder to the Issuing Bank to
acquire Participations), allocable to such Lender (i) with respect to
Lenders as of the Closing Date, as set forth in EXHIBIT A and (ii) with
respect to any Person who becomes a Lender thereafter, as reflected in each
Assignment and Acceptance to which such Lender is a party Assignee;
PROVIDED that the Applicable Commitment Percentage of each Lender shall be
increased or decreased to reflect any assignments to or by such Lender
effected in accordance with SECTION 13.1.

"Applicable Lending Office" means, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an affiliate of
such Lender) designated for such Type of Loan on the signature pages hereof
or such other office of such Lender (or an affiliate of such Lender) as
such Lender may from time to time specify to the Agent and the Borrower

by written notice in accordance with the terms hereof as the office by
which its Loans of such Type are to be made and maintained.

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

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Tier Consolidated Total Leverage Ratio Applicable Margin for Revolving Loans Applicable Margin for Term Loans
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Eurodollar Rate Base Rate Eurodollar Rate Base Rate
Loans Loans Loans Loans
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VI Greater than 6.50 to 1.00 1.750% 0.750% 2.500% 1.250%
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V Less than or equal to 6.50 to 1.00 1.250% 0.250% 2.000% 1.000%
but greater than 6.00 to 1.00
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IV Less than or equal to 6.00 to 1.00 1.000% 0.00% 1.750% 0.750%
but greater than 5.50 to 1.00
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III Less than or equal to 5.50 to 1.00 0.750% 0.00% 1.500% 0.500%
but greater than 5.00 to 1.00
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II Less than or equal to 5.00 to 1.00 0.500% 0.00% 1.250% 0.250%
but greater than 3.50 to 1.00
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I Less than or equal to 3.50 to 1.00 0.375% 0.00% 1.125% 0.000%
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The Applicable Margin shall be established at the end of each fiscal
quarter of the Borrower (each, a "Determination Date"). Any change in the
Applicable Margin following each Determination Date shall be determined
based upon the computations set forth in the certificate furnished to the
Agent pursuant to SECTION 9.1(a)(ii) and SECTION 9.1(b)(ii), subject to
review and approval of such computations by the Agent, and shall be
effective commencing on the date following the date such certificate is
received (or, if earlier, the date such certificate was required to be
delivered) until the date following the date on which a new certificate is
delivered or is required to be delivered, whichever shall first occur;
PROVIDED HOWEVER, if the Borrower shall fail to deliver any such
certificate within the time period required by SECTION 9.1, then the
Applicable Margin shall be Tier VI from the date such certificate was
required to be delivered until the appropriate certificate is so delivered.
From the Closing Date to the day following the date of delivery of the
certificate for the period ending December 31, 1997, the Applicable Margin
shall be Tier IV.

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

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Tier Consolidated Total Leverage Ratio Applicable Unused Fee
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VI Greater than 6.50 to 1.00 0.500%
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V Less than or equal to 6.50 to 1.00 0.375%
but greater than 6.00 to 1.00
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IV Less than or equal to 6.00 to 1.00 0.275%
but greater than 5.50 to 1.00
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III Less than or equal to 5.50 to 1.00 0.250%
but greater than 5.00 to 1.00
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II Less than or equal to 5.00 to 1.00 0.200%
but greater than 3.50 to 1.00
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I Less than or equal to 3.50 to 1.00 0.180%
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The Applicable Unused Fee shall be established at the end of each fiscal
quarter of the Borrower (the "Determination Date"). Any change in the
Applicable Unused Fee following each Determination Date shall be determined
based upon the computations set forth in the certificate furnished to the
Agent pursuant to SECTION 9.1(a)(ii) and SECTION 9.1(b)(ii), subject to
review and approval of such computations by the Agent and shall be
effective commencing on the date following the date such certificate is
received (or, if earlier, the date such certificate was required to be
delivered) until the date following the date on which a new certificate is
delivered or is required to be delivered, whichever shall first occur;
PROVIDED HOWEVER, if the Borrower shall fail to deliver any such
certificate within the time period required by SECTION 9.1, then the
Applicable Unused Fee shall be Tier VI from the date such certificate was
required to be delivered until the appropriate certificate is so delivered.
From the Closing Date to day following the date of delivery of the
certificate for the period ending December 31, 1997, the Applicable Unused
Fee shall be Tier IV.

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

"Asset Sale" means any direct or indirect sale, conveyance,
transfer (including by means of sale-leaseback) or other disposition by
the Borrower or any of its Subsidiaries to any Person (other than the
Borrower or any of its Subsidiaries) in one transaction or a series

of related transactions of (i) any capital stock or other equity interest
of any Subsidiary or (ii) any other property or asset of the Borrower
or any Subsidiary (other than cash or cash equivalents) not in the
ordinary course of business; provided, however, that the Dani
Disposition shall not be deemed an Asset Sale.

"Assignment and Acceptance" shall mean an Assignment and
Acceptance in the form of EXHIBIT B (with blanks appropriately filled in)
delivered to the Agent in connection with an assignment of a Lender's
interest under this Agreement pursuant to SECTION 13.1.

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

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

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

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

"Base Rate Segment" means a Segment bearing interest or to bear
interest at the Base Rate.

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

"Borrower's Account" means a demand deposit account number
010180683524 or any successor account with the Agent, which may be
maintained at one or more offices of the Agent or an agent of the Agent.

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

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

"Capital Expenditures" means, with respect to the Borrower and
its Subsidiaries, for any period the SUM of (without duplication) (i) all
expenditures (whether paid in cash or accrued as liabilities) by the
Borrower or any Subsidiary during such period for items that would be
classified as "property, plant or equipment" or comparable items on the
consolidated balance sheet of the Borrower and its Subsidiaries, including
without limitation all transactional costs incurred by the Borrower and its
Subsidiaries in connection with such expenditures provided the same have
been capitalized, excluding, however, the amount of any Capital
Expenditures paid for with proceeds of casualty insurance as evidenced in
writing and submitted to the Agent together with any compliance certificate
delivered pursuant to SECTION 9.1(a) or (b), and (ii) with respect to any
Capital Lease entered into by the Borrower or its Subsidiaries during such
period, the present value of the lease payments due under such Capital
Lease over the term of such Capital Lease applying a discount rate equal to
the interest rate provided in such lease (or in the absence of a stated
interest rate, that rate used in the preparation of the financial
statements described in SECTION 9.1(a)), all the foregoing in accordance
with GAAP applied on a Consistent Basis.

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

"Change of Control" means, at any time:

(i) Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, members of
their immediate families and/or trusts for the benefit of and/or
controlled by any of them shall cease to own, directly or
indirectly through control of other entities, at least 50.1% of
the Voting Stock of the Parent free and clear of any Liens, other
than the terms of the Organization Documents of any such
entities;

(ii) the Parent shall cease to own all of the Voting
Stock of the Borrower free and clear of any Liens except Liens
securing the Obligations;

(iii) the Borrower shall cease to own all of the Voting
Stock in Southwest Coca-Cola Bottling Company, Inc., a Texas
corporation ("SWCC") except as a result of the merger of SWCC and
Borrower permitted by SECTION 10.8.

"Closing Date" means the date as of which this Agreement is
executed by the Borrower, the Lenders and the Agent and on which the
conditions set forth in SECTION 7.1 have been satisfied.

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

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

"Consistent Basis" in reference to the application of GAAP means
the accounting principles observed in the period referred to are comparable
in all material respects to those applied in the preparation of the audited
financial statements of the Borrower and its Subsidiaries referred to in
SECTION 8.6(a).

"Consolidated EBITDA" means, with respect to the Borrower and its
Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the SUM of, without duplication, (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) taxes on income, (iv) amortization,
(v) depreciation, (vi) certain one-time charges recorded in Fiscal Year
1997 not to exceed $2,400,000 related to the Dani Disposition, (vii) non-
recurring costs incurred in connection with the redemption of the
Subordinated Notes and prepayment of the Credit Facility dated April 4,
1995 among the Borrower, Texas Commerce Bank, as agent, and the lenders
party thereto, and (viii) non-cash deferred compensation costs and other
non-cash charges otherwise deducted in calculating Consolidated Net Income
(including from FASB No. 106 Adjustments or FASB No. 121 Adjustments) but
excluding non-cash charges to the extent such charges require an accrual of
or a reserve for cash disbursements for any future period, all determined
on a consolidated basis in accordance with GAAP applied on a Consistent
Basis.

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

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

"Consolidated Fixed Charges" means, with respect to Borrower and
its Subsidiaries for any Four-Quarter Period ending on the date of
computation thereof, the SUM of, without duplication, (i) Consolidated
Interest Expense, (ii) Consolidated Lease Payments for such period and
(iii) all Restricted Payments paid during such period (regardless of when
declared) on any shares of capital stock of the Borrower then outstanding,
net of any dividends

received on shares representing a minority interest in any Person, all
determined on a consolidated basis in accordance with GAAP applied on a
Consistent Basis.

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

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

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

"Consolidated Net Income" means, for any period of computation
thereof, the gross revenues from operations of the Borrower and its
Subsidiaries, less all operating and non-operating expenses of the Borrower and
its Subsidiaries including taxes on income, all determined on a consolidated
basis in accordance with GAAP applied on a Consistent Basis; but excluding as
income: (i) net gains on the sale, conversion or other disposition of capital
assets, (ii) net gains on the acquisition, retirement, sale or other disposition
of capital stock and other securities of the Borrower or its Subsidiaries, (iii)
net gains on the collection of proceeds of life insurance policies, (iv) any
write-up of any asset, (v) income or losses from minority interest in Persons,
including Texas Bottling Group, Inc. and its successors, and (vi) any other net
gain or credit of an extraordinary nature as determined in accordance with GAAP
applied on a Consistent Basis.

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

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

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

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

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

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

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

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

"Continue", "Continuation", and "Continued" shall refer to the
continuation pursuant to SECTIONS 2.11 OR 3.8 hereof of a Eurodollar Rate
Loan of one Type as a Eurodollar Rate Loan of the same Type from one
Interest Period to the next Interest Period.

"Convert", "Conversion", and "Converted" shall refer to a
conversion pursuant to SECTIONS 2.11 and 3.8 or ARTICLE IV of one Type of
Loan into another Type of Loan.

"Cost of Acquisition" means, with respect to any Acquisition, as
at the date of entering into any agreement therefor, the SUM of the
following (without duplication): (i) the value of the capital stock,
warrants or options to acquire capital stock of Borrower or any Subsidiary
to be transferred in connection therewith, (ii) the amount of any cash and
fair market value of other property (excluding property described in clause
(i) and the unpaid principal amount of any debt instrument) given as
consideration, (iii) the amount (determined by using the face amount or the
amount payable at maturity, whichever is greater) of any

Indebtedness incurred, assumed or acquired by the Borrower or any
Subsidiary in connection with such Acquisition, (iv) all additional
purchase price amounts in the form of earnouts and other contingent
obligations that should be recorded on the financial statements of the
Borrower and its Subsidiaries in accordance with GAAP, (v) all amounts paid
in respect of covenants not to compete, consulting agreements that should
be recorded on financial statements of the Borrower and its Subsidiaries in
accordance with GAAP, and other affiliated contracts in connection with
such Acquisition, (vi) the aggregate fair market value of all other
consideration given by the Borrower or any Subsidiary in connection with
such Acquisition, and (vii) out of pocket transaction costs for the
services and expenses of attorneys, accountants and other consultants
incurred in effecting such transaction, and other similar transaction costs
so incurred. For purposes of determining the Cost of Acquisition for any
transaction, (A) the capital stock of the Borrower shall be valued (I) in
the case of capital stock that is then designated as a national market
system security by the National Association of Securities Dealers, Inc.
("NASDAQ") or is listed on a national securities exchange, the average of
the last reported bid and ask quotations or the last prices reported
thereon, and (II) with respect to shares that are not freely tradeable, as
determined by the Board of Directors of the Borrower and, if requested by
the Agent, determined to be a reasonable valuation by the independent
public accountants referred to in SECTION 9.1(a), (B) the capital stock of
any Subsidiary shall be valued as determined by the Board of Directors of
such Subsidiary and, if requested by the Agent, determined to be a
reasonable valuation by the independent public accountants referred to in
SECTION 9.1(a), and (C) with respect to any Acquisition accomplished
pursuant to the exercise of options or warrants or the conversion of
securities, the Cost of Acquisition shall include both the cost of
acquiring such option, warrant or convertible security as well as the cost
of exercise or conversion.

"Dani" means The Dani Group, Inc., a Texas corporation.

"Dani Disposition" means the disposition of substantially all of
the assets or 100% of the issued and outstanding capital stock of Dani by
way of sale, exchange, dissolution or otherwise.

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

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

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

"Eligible Assignee" means (i) a Lender, (ii) an affiliate of a
Lender, and (iii) any other Person approved by the Agent and, unless an
Event of Default has occurred and is continuing at the time any assignment
is effected in accordance with SECTION 13.1, the Borrower, such approval
not to be unreasonably withheld or delayed by the Borrower and such
approval to be deemed given by the Borrower if no objection is received by
the assigning Lender and the Agent from the Borrower within ten days after
notice of such proposed assignment has been provided by the assigning
Lender to the Borrower; PROVIDED, HOWEVER, that neither the Borrower nor an
affiliate of the Borrower shall qualify as an Eligible Assignee.

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

(a) Government Securities;

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

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

(d) Repurchase Agreements;

(e) Municipal Obligations;

(f) Pre-Refunded Municipal Obligations;

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

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

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

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

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

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

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

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

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

Eurodollar = Interbank Offered Rate + Applicable
Rate ------------------------------ Margin
1- Reserve Requirement

"Eurodollar Rate Segment" means a Segment bearing interest or to
bear interest at the Eurodollar Rate.

"Event of Default" means any of the occurrences set forth as such
in SECTION 11.1.

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

"Facility Guaranty" means each Facility Guaranty between one or
more Guarantors and the Agent for the benefit of the Lenders, delivered as
of the Closing Date and otherwise pursuant to SECTION 9.19, as the same may
be amended, modified or supplemented.

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

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

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

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

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

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

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

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

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

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

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

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

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

commonly known as commodity "swap" agreements; and (ii) any
and all cancellations, buybacks, reversals, terminations or assignments
of any of the foregoing.

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

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

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

"Interest Period" means, for each Eurodollar Rate Loan or
Eurodollar Rate Segment, a period commencing on the date such Eurodollar
Rate Loan or Eurodollar Rate Segment is made or Converted and ending, at
the Borrower's option, on the date one, two, three or six

months thereafter as notified to the Agent by the Authorized
Representative three (3) Business Days prior to the beginning of such
Interest Period; PROVIDED, that,

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

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

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

(iv) no Interest Period shall extend past the Stated
Termination Date for Revolving Credit Loans or past the Term Loan
Termination Date for any Segment;

(v) there shall not be more than ten (10) Interest
Periods in effect on any day; and

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

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

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

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

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

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

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

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

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

"Line of Credit Facility" means the facility described in SECTION
2.1 providing for a single borrowing in the amount of the Term Loan
Facility at any time during a 364 day period beginning on the Closing Date.

"Loan" or "Loans" means any of the Revolving Loans or the Term
Loan made under the Revolving Credit Facility or the Term Loan Facility,
respectively.

"Loan Documents" means this Agreement, the Notes, the Security
Instruments, the Facility Guaranties, the LC Account Agreement, the
Applications and Agreements for Letter of Credit, and all other instruments
and documents heretofore or hereafter executed or

delivered to or in favor of any Lender or the Agent in connection with the
Loans made and transactions contemplated under this Agreement, as the same
may be amended, supplemented or replaced from the time to time.

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

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

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

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

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

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

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

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

"Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or cash equivalents (excluding any
Indebtedness of the Borrower or any of its Subsidiaries assumed by the
purchaser in connection with such Asset Sale but including cash payments
in respect of deferred payment obligations) net of (i) brokerage
commissions

and other fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii) all taxes payable
as a result of such Asset Sale, (iii) payments made to retire
Indebtedness secured by the assets subject to such Asset Sale, and (iv)
appropriate amounts to be provided by the Borrower or any Subsidiary as
a reserve, in accordance with GAAP, against any liabilities associated
with such Asset Sale and retained by the Borrower or any Subsidiary
after such Asset Sale including indemnification obligations; PROVIDED,
that any amount of such reserve that is not applied to such liability
and is no longer required to be provided as a reserve in accordance with
GAAP shall be deemed Net Cash Proceeds.

"Net Issuance Proceeds" means, with respect to the issuance of
equity securities or Indebtedness (except Indebtedness permitted under
SECTION 10.5) of the Borrower, cash payments received therefrom as and when
received, net of all legal, accounting, banking, underwriting, title and
recording fees and expenses, commissions, discounts and other issuance
expenses incurred in connection therewith and all taxes required to be paid
or accrued as a consequence of such transaction.

"Notes" means, collectively, the Term Notes and the Revolving
Notes.

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

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

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

"Organizational Documents" means with respect to any
corporation, limited liability company, partnership, limited
partnership, limited liability partnership or other legally authorized
incorporated or unincorporated entity, the articles of incorporation,
certificate of

incorporation, articles of organization, certificate of limited
partnership or other applicable organizational or charter documents
relating to the creation of such entity.

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

"Parent" means CCBG Corporation, a Nevada corporation.

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

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

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

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

"Pledge Agreement" means, collectively (or individually as the
context may indicate), (i) that certain Stock Pledge Agreement dated as of
the date hereof among the Parent, the Borrower, a Subsidiary and the Agent
for the benefit of the Agent and the Lenders, and (ii) any additional
Pledge Agreement delivered to the Agent pursuant to SECTION 9.19, as any of
the foregoing may be hereafter amended, supplemented or restated from time
to time.

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

"Pre-Refunded Municipal Obligations" means obligations of any
state of the United States of America or of any municipal corporation or
other public body organized under the laws of any such state which are
rated, based on the escrow, in the highest investment rating category by
both S&P and Moody's and which have been irrevocably called for redemption
and advance refunded through the deposit in escrow of Government Securities
or other debt

securities which are (i) not callable at the option of the issuer
thereof prior to maturity, (ii) irrevocably pledged solely to the
payment of all principal and interest on such obligations as the same
becomes due and (iii) in a principal amount and bear such rate or rates
of interest as shall be sufficient to pay in full all principal of,
interest, and premium, if any, on such obligations as the same becomes
due as verified by a nationally recognized firm of certified public
accountants.

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

"Principal Office" means the principal office of NationsBank,
presently located at Xxxxxxxxxxxx Xxxxxx, 00xx Xxxxx, XX0 000-00-00,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Agency Services, or such other
office and address as the Agent may from time to time designate.

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

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

"Reimbursement Obligation" shall mean at any time, the obligation
of the Borrower with respect to any Letter of Credit to reimburse the
Issuing Bank and the Lenders to the extent of their respective
Participations (including by the receipt by the Issuing Bank of proceeds of
Loans pursuant to SECTION 4.2) for amounts theretofore paid by the Issuing
Bank pursuant to a drawing under such Letter of Credit.

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

"Required Lenders" means, as of any date, Lenders on such date
having Credit Exposures (as defined below) aggregating in excess of 50% of
the aggregate Credit

Exposures of all the Lenders on such date. For purposes of the
preceding sentence, the amount of the "CREDIT EXPOSURE" of each Lender
shall be equal to the aggregate principal amount of the Revolving Loans
owing to such Lender plus the aggregate unutilized amounts of such
Lender's Revolving Credit Commitment (without regard to any Swing Line
Outstandings) plus the amount of such Lender's Applicable Commitment
Percentage of Letter of Credit Outstandings plus the amount of such
Lender's Applicable Commitment Percentage of the Line of Credit
Facility and, after the Term Loan Advance Date, Term Loan Outstandings;
provided that, (i) if any Lender shall have failed to pay to the Issuing
Bank its Applicable Commitment Percentage of any drawing under any
Letter of Credit resulting in an outstanding Reimbursement Obligation,
such Lender's Credit Exposure attributable to Letters of Credit and
Reimbursement Obligations shall be deemed to be held by the Issuing Bank
for purposes of this definition and (ii) if any Lender shall have failed
to pay to NationsBank its Applicable Commitment Percentage of any Swing
Line Loan when due, such Lender's Credit Exposure attributable to all
Swing Line Outstandings shall be deemed to be held by NationsBank for
purposes of this definition.

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

"Restricted Payment" means (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
stock of Borrower or any of its Subsidiaries (other than those payable or
distributable solely to the Borrower or any Subsidiary) now or hereafter
outstanding, except a dividend payable solely in shares of a class of stock
to the holders of that class; (b) any redemption, conversion, exchange,
retirement or similar payment, purchase or other acquisition for value,
direct or indirect, of any shares of any class of stock of Borrower or any
of its Subsidiaries (other than those payable or distributable solely to
the Borrower or any Subsidiary) now or hereafter outstanding; (c) any
payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of stock
of Borrower or any of its Subsidiaries now or hereafter outstanding; and
(d) any issuance and sale of capital stock of any Subsidiary of the
Borrower (or any option, warrant or right to acquire such stock) other than
to the Borrower; provided, that any such dividend, payment or other
distribution to shareholders of Dani of capital stock or assets of Dani in
connection with the Dani Disposition shall not be deemed a Restricted
Payment, so long as Dani is not the owner or beneficiary of any Material
Agreement.

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

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

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

"Revolving Credit Termination Date" means (i) the Stated
Termination Date or (ii) such earlier date of termination of Lenders'
obligations pursuant to SECTION 11.1 upon the occurrence of an Event of
Default, or (iii) such date as the Borrower may voluntarily and permanently
terminate the Revolving Credit Facility by payment in full of all Revolving
Credit Outstandings, Swing Line Outstandings and Letter of Credit
Outstandings and all accrued interest and fees, and by cancellation of all
Letters of Credit.

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

"Revolving Notes" means, collectively, the promissory notes of
the Borrower evidencing Revolving Loans executed and delivered to the
Lenders as provided in SECTION 3.5 substantially in the form of EXHIBIT
F-1, with appropriate insertions as to amounts, dates and names of
Lenders.

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

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

"Segment" means a portion of the Term Loan (or all thereof) with
respect to which a particular interest rate is (or is proposed to be)
applicable.

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

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

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

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

"Stated Termination Date" means March 11, 2003.

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

"Subordinated Notes" means those certain 9% Senior Subordinated
Notes due 2003 issued by the Borrower in an original principal amount of
$140,000,000.

"Subsidiary" means any corporation or other entity in which more
than 50% of its outstanding Voting Stock or more than 50% of all equity
interests is owned directly or indirectly by the Borrower and/or by one or
more of the Borrower's Subsidiaries or is otherwise required by GAAP to
have its financial statements consolidated with those of the Borrower and
its Subsidiaries; provided, however, that TBG shall not be deemed a
Subsidiary so long as the Borrower owns less than 50% of the equity
interest in TBG.

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

"Swing Line" means the revolving line of credit established by
NationsBank in favor of the Borrower pursuant to SECTION 3.14.

"Swing Line Loans" means loans made by NationsBank to the
Borrower pursuant to SECTION 3.14.

"Swing Line Note" means the promissory note of the Borrower
evidencing Swing Line Loans executed and delivered to NationsBank as provided
in SECTION 3.14 substantially in the form of EXHIBIT F-2.

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

"TBG" means Texas Bottling Group, Inc., a Nevada corporation.

"TBG Agreement" means the Credit Agreement of even date herewith
among Texas Bottling Group, Inc., the Agent and the Lenders holding
Revolving Notes, as modified, supplemented or amended from time to time.

"Term Loan" means the loan made pursuant to the Term Loan
Facility in accordance with ARTICLE II.

"Term Loan Advance Date" means, the date on which the conditions
set forth in SECTION 7.2 have been satisfied and the Borrower draws under
the Term Loan Facility.

"Term Loan Commitment" means, with respect to each Lender, the
obligation of such Lender to make the Term Loan to the Borrower in a
principal amount equal to such Lender's Applicable Commitment Percentage of
the Total Term Loan Commitment as set forth on EXHIBIT A.

"Term Loan Facility" means the facility described in ARTICLE II
providing for a Term Loan to the Borrower by the Lenders in the original
principal amount of up to $50,000,000.

"Term Loan Maturity Date" means the day before the fifth
anniversary of the Term Loan Advance Date.

"Term Loan Outstandings" means, as of any date of determination,
the aggregate principal amount of the Term Loan then outstanding.

"Term Loan Payment Date" means the last Business Day of each
consecutive March, June, September and December following the Term Loan
Advance Date and the Term Loan Maturity Date; provided, that the first
Term Loan Payment Date shall be the Term Loan Payment Date next occurring
after the expiration of the fiscal quarter in which the Term Loan Advance
is made.

"Term Loan Termination Date" means (i) the Term Loan Maturity
Date or (ii) such earlier date of termination of Lenders' obligations
pursuant to SECTION 11.1 upon the occurrence of an Event of Default, or
(iii) such date as the Borrower may voluntarily and permanently terminate
the Term Loan Facility by payment or prepayment in full of all Obligations
incurred in connection with the Term Loan, or (iv) such date as the
Borrower shall notify the Agent in writing of its election to terminate the
Line of Credit Facility.

"Term Notes" means, collectively, the promissory notes of the
Borrower evidencing Term Loans executed and delivered to the Lenders as
provided in SECTION 2.8 substantially in the form of EXHIBIT F-3, with
appropriate insertions as to amounts, dates and names of Lenders.

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

"Total Credit Commitment" means a principal amount equal to the
Total Revolving Credit Commitment plus the Total Term Loan Commitment.

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

"Total Revolving Credit Commitment" means a principal amount
equal to $220,000,000, as reduced from time to time in accordance with
SECTION 3.7.

"Total Term Loan Commitment" means a principal amount equal to
$50,000,000.

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

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

1.2. RULES OF INTERPRETATION.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

LINE OF CREDIT AND TERM LOAN FACILITY

2.1. THE LOAN. For a period beginning on the Closing Date and
terminating on the earlier of the Term Loan Advance Date or March 9, 1999 the
Lenders shall make available to the Borrower the Line of Credit Facility.
The Line of Credit Facility shall be made available, subject to the terms and
conditions of this Agreement, to the Borrower in the form of the Term Loan.
Subject to the terms and conditions of this Agreement, each Lender severally
agrees to make an Advance of the Term Loan Facility to the Borrower on the
Term Loan Advance Date equal to such Lender's Applicable Commitment
Percentage of the Term Loan, which shall not exceed in any case the Term Loan
Commitment of such Lender. The Term Loan shall be available for a single
draw on any Business Day from and including the Closing Date until and
including the date 363 days thereafter. The principal amount of each Segment
of the Term Loan outstanding hereunder from time to time shall bear interest,
at the Borrower's election, at an interest rate per annum equal to the Base
Rate or the Eurodollar Rate; PROVIDED, however, that (x) no Eurodollar Rate
Segment shall have an Interest Period that extends beyond the Term Loan
Maturity Date, (y) each Eurodollar Rate Segment shall be in the minimum
amount of $5,000,000 (or the remaining principal amount if less than
$5,000,000) and if greater, an integral multiple of $500,000, and (z) each
Eurodollar Rate Segment may, subject to the provisions of SECTIONS 2.4, 2.6
and 2.7, be repaid only on the last day of the Interest Period with respect
thereto. No amount of the Term Loan repaid or prepaid by the Borrower may be
reborrowed hereunder, and no subsequent Advances of Term Loan amounts shall
be made by any Lender after the initial such Advance.

2.2. TERM LOAN ADVANCE. (a) An Authorized Representative shall
give the Agent (1) at least three (3) Business Days' irrevocable written
notice prior to the Term Loan Advance Date by telefacsimile transmission of a
Borrowing Notice with appropriate insertions, effective upon receipt, of each
Segment that is a Eurodollar Rate Loan prior to 10:30 A.M. and (2)
irrevocable written notice by telefacsimile transmission of a Borrowing
Notice with appropriate insertions, effective upon receipt, of each Segment
that is a Base Rate Loan prior to 10:30 A.M. on the day preceding the Term
Loan Advance Date of the proposed Term Loan advance. Such notice shall
specify the amount of the borrowing, the Type of Term Loan (Base Rate or
Eurodollar Rate), the Term Loan Advance Date and, if a Eurodollar Rate Loan,
the Interest Period to be used in the computation of interest. Notice of
receipt of such Borrowing Notice, together with the amount of each Lender's
portion of the Term Loan requested thereunder, shall be provided by the Agent
to each Lender by telefacsimile transmission with reasonable promptness, but
(provided the Agent shall have received such notice by 10:30 A.M.) not later
than 1:00 P.M. on the same day as the Agent's receipt of such notice.

(b) Not later than 10:00 A.M., on the Term Loan Advance Date,
each Lender shall, pursuant to the terms and subject to the conditions of
this Agreement, make the amount of the Term Loan Advance to be made by it on
such day available by wire transfer to the Agent in the amount of its Term
Loan Commitment. Such wire transfer shall be directed to the Agent at the
Principal Office and shall be in the form of immediately available, freely
transferable Dollars. The Agent

shall, subject to the terms and conditions of this Agreement, make available
to the Borrower the amount of the Term Loan by 10:30 A.M. on the Term Loan
Advance Date by delivery of the proceeds thereof to the Borrower's Account or
otherwise as shall be directed by the Authorized Representative and
reasonably acceptable to the Agent.

2.3. PAYMENT OF PRINCIPAL. The principal amount of the Term Loan
shall be repaid on each Term Loan Payment Date in twenty (20) quarterly
consecutive installments beginning on the first Term Loan Payment Date
following the Term Loan Advance Date and ending on the Term Loan Maturity
Date the first nineteen installments to be in the amounts determined by
multiplying the original principal amount of the Term Loan by that percent
set forth below opposite each respective installment set forth below and the
twentieth (20th) installment to be in the amount of the remaining unpaid
principal:

INSTALLMENTS PERCENT
------------ -------

1 through 4 2% each
5 through 8 3% each
9 through 12 5% each
13 through 19 7 1/2% each

PROVIDED, however, that the entire amount of Term Loan Outstandings shall be
due and payable in full on the Term Loan Termination Date; PROVIDED, FURTHER
that in the event that on any such Term Loan Payment Date the Term Loan
Outstandings shall be less than the amount of the payment required to be made
on such Term Loan Payment Date, then the Borrower shall pay the Term Loan
Outstandings in full.

2.4. PAYMENT OF INTEREST. The Borrower shall pay interest on the
outstanding and unpaid principal amount of each Segment of the Term Loan
commencing on the date of determination of the interest rate applicable to
such Segment until such Segment shall be due at the applicable Base Rate or
Eurodollar Rate, as the case may be, as designated by the Borrower in the
applicable Borrowing Notice or Interest Rate Selection Notice or as otherwise
provided hereunder. Interest shall be computed on the basis of a year of 360
days and calculated for actual days elapsed. Interest on each Segment of the
Term Loan shall be paid on the earlier of (a) in the case of any Base Rate
Segment, quarterly in arrears of the last Business Day of each March, June,
September and December, commencing on March 31, 1998, until the Term Loan
Termination Date on which date the entire principal amount of and all accrued
interest on the Term Loan shall be paid in full, (b) in the case of any
Eurodollar Rate Segment, on last day of the applicable Interest Period for
such Segment and if such Interest Period extends for more than three (3)
months, at intervals of three (3) months after the first day of such Interest
Period, and (c) upon payment in full of the Term Loan; PROVIDED, HOWEVER,
that if any amount shall not be paid when due (at maturity, by acceleration
or otherwise), such amount shall bear interest thereafter at the Default Rate
from date due until paid, PROVIDED, FURTHER, HOWEVER, that if an Event of
Default occurs by reason of such non-payment then, from and after the
occurrence of such Event of Default, and for so long as such Event of Default

shall be continuing, all amounts outstanding hereunder shall bear interest
thereafter at the Default Rate.

2.5. MANNER OF PAYMENT. (a) Each payment of principal (including
any prepayment) and payment of interest and fees, and any other amount
required to be paid to the Lenders with respect to the Term Loan, shall be
made to the Agent at the Principal Office for the account of each Lender in
Dollars in immediately available funds on or before 12:30 P.M. on the date
such payment is due. The Agent may upon request of the Borrower, but shall
not be obligated to, debit the amount of such payment from any one or more
ordinary deposit accounts of the Borrower with the Agent.

(b) The Agent shall deem any payment made by or on behalf of the
Borrower that is not made both in Dollars in immediately available funds and
prior to 12:30 P.M. on the date such payment is to be made to be a
non-conforming payment. Any such non-conforming payment shall not be deemed
to be received by the Agent until the later of (i) the time such funds become
available funds and (ii) the next Business Day. Any non-conforming payment
may, to the extent provided in SECTION 11.1, become a Default or Event of
Default. Interest shall continue to accrue on any principal as to which a
non-conforming payment is made until the later of (i) the date such funds
become available funds or (ii) the next Business Day at the Default Rate,
from the date such amount was due and payable.

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

2.6. OPTIONAL PREPAYMENTS. The Borrower may prepay the Term Loan
in whole or in part from time to time on any Business Day, without penalty or
premium, upon not less than three (3) Business Days' prior written notice
(effective upon receipt) to the Agent, which notice shall be irrevocable.
Any prepayment, whether a Base Rate Segment or a Eurodollar Rate Segment,
shall be made at a prepayment price equal to (i) the amount of principal to
be prepaid, plus (ii) all accrued and unpaid interest on the amount so
prepaid, to the date of prepayment. All prepayments under this SECTION 2.6
shall be made in the minimum principal amount of $5,000,000 or any integral
multiple of $500,000 in excess thereof (or in the entire remaining principal
balance of the Term Loan), and all such prepayments of principal shall be
applied to installments of principal in inverse order of their maturities.
No such prepayment shall result in the payment of any Eurodollar Rate Segment
other than on the last day of the Interest Period of such Segment unless such
prepayment is accompanied by amounts due, if any, under SECTION 6.5.

2.7. MANDATORY PREPAYMENTS. In the event that a mandatory
prepayment is required pursuant to the terms of SECTION 3.13 and the Total
Revolving Credit Commitment on the date of such mandatory prepayment shall be
less than the amount of such mandatory prepayment, then the

Borrower shall permanently reduce the Total Revolving Credit Commitment to
zero and pay the Revolving Credit Outstandings in full and any remaining
amount shall be applied to permanently reduce the Term Loan Outstandings.

The Agent shall give each Lender, within one (1) Business Day, telefacsimile
notice of each notice of prepayment described in this SECTION 2.7. All
mandatory prepayments made pursuant to this SECTION 2.7 shall be applied (as
adjusted to give effect to any prior payments or prepayments of principal) in
inverse order of maturity. Any prepayment of a Eurodollar Rate Segment
pursuant to this SECTION 2.7 other than on the last day of an Interest Period
shall be accompanied by the additional payment, if any, required by SECTION
6.5.

2.8. TERM NOTES. The portion of the Term Loan made by each Lender
shall be evidenced by the Term Note payable to the order of such Lender in
the respective amount of its Term Loan Commitment, which Term Notes shall be
dated the Closing Date or a later date pursuant to an Assignment and
Acceptance and shall be duly completed, executed and delivered by the
Borrower.

2.9. USE OF PROCEEDS. The proceeds of the Term Loan hereunder shall
be used by the Borrower exclusively to redeem all remaining outstanding
Subordinated Notes and after giving effect thereto no Subordinated Notes
shall be outstanding.

2.10. INTEREST PERIODS. The Term Loan shall be, at the option of the
Borrower specified in an Interest Rate Selection Notice, comprised of either
Eurodollar Rate Segments or Base Rate Segments. Eurodollar Rate Segments and
Base Rate Segments may be outstanding at the same time, PROVIDED, HOWEVER,
there shall not be outstanding at any one time Eurodollar Rate Loans
(including Revolving Loans) and Eurodollar Rate Segments having more than ten
(10) different Interest Periods; PROVIDED, FURTHER, from the Closing Date
until the earlier of (A) the expiration of 180 days or (B) the date on which
NMS notifies the Borrower of the end of the syndication, Interest Periods
shall be limited to one month and outstanding Loans bearing interest at the
Eurodollar Rate shall be for Interest Periods ending on the same date. If
the Agent does not receive an Interest Rate Selection Notice giving notice of
election of the duration of an Interest Period or of Conversion of any
Segment to or Continuation of a Segment as a Eurodollar Rate Segment by the
time prescribed by SECTION 2.11, the Borrower shall be deemed to have elected
to Convert such Segment to (or Continue such Segment as) a Base Rate Segment
until the Borrower notifies the Agent in accordance with SECTION 2.11.

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

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

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

(i) elect a subsequent Interest Period for any
Eurodollar Rate Segment to begin on the last day of the then
current Interest Period for such Eurodollar Rate Segment; and

(ii) Convert any Base Rate Segment to a Eurodollar Rate
Segment on any Business Day.

Each Conversion pursuant to this SECTION 2.11 shall be subject to the
limitations on Eurodollar Rate Loans set forth in the definition of "Interest
Period" herein and in SECTIONS 2.1, 2.10 and ARTICLE VI. The Agent shall
give written notice to each Lender of such notice of Conversion prior to 3:00
P.M. on the day such notice of election or Conversion is received. All such
Continuations or Conversions of Loans shall be effected pro rata based on the
Applicable Commitment Percentages of the Lenders.

2.12. UNUSED FEE. For the period beginning on the Closing Date and
ending on the first to occur of (a) the Term Loan Termination Date, and (b)
the Term Loan Advance Date, the Borrower agrees to pay to the Agent, for the
pro rata benefit of the Lenders based on their Applicable Commitment
Percentages, an unused fee equal to the Applicable Unused Fee multiplied by
the Total Term Loan Commitment. Such fee shall be due in arrears on the last
Business Day of each March, June, September and December commencing March 31,
1998 to and on the Term Loan Advance Date. Such fee shall be calculated on
the basis of a year of 360 days for the actual number of days elapsed. A
Lender shall not be entitled to receive payment of its pro rata share of such
fee if it shall not make available its Applicable Commitment Percentage of
the Term Loan. In addition, a Lender shall not accrue its pro rata share of
such fee during any period in which it has without proper cause failed to
Advance its portion of the Term Loan.

2.13. PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Term Loan and the
fee described in SECTION 2.12 shall be made to the Agent for the account of
the Lenders pro rata based on their Applicable Commitment Percentages, (b)
all payments to be made by the Borrower for the account of each of the
Lenders on account of principal, interest and fees, shall be made without
diminution, set-off, recoupment or counterclaim, and (c) the Agent will
promptly distribute to the Lenders in immediately available funds payments
received in fully collected, immediately available funds from the Borrower.

ARTICLE III

THE REVOLVING CREDIT FACILITY

3.1. REVOLVING LOANS.

(a) COMMITMENT. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make Advances to the Borrower
under the Revolving Credit Facility from time to time from the Closing Date
until the Revolving Credit Termination Date on a pro rata basis as to the
total borrowing requested by the Borrower on any day determined by such
Lender's Applicable Commitment Percentage up to but not exceeding the
Revolving Credit Commitment of such Lender, PROVIDED, however, that the
Lenders will not be required and shall have no obligation to make any such
Advance (i) so long as a Default or an Event of Default has occurred and is
continuing or (ii) if the Agent has accelerated the maturity of any of the
Notes as a result of an Event of Default; PROVIDED further, however, that
immediately after giving effect to each such Advance and any concurrent
reduction of Revolving Loans with the proceeds of such Advance, the principal
amount of Revolving Credit Outstandings plus Letter of Credit Outstandings
plus Swing Line Outstandings shall not exceed the Total Revolving Credit
Commitment. Within such limits, the Borrower may borrow, repay and reborrow
under the Revolving Credit Facility on a Business Day from the Closing Date
until, but (as to borrowings and reborrowings) not including, the Revolving
Credit Termination Date; PROVIDED, however, that (y) no Revolving Loan that
is a Eurodollar Rate Loan shall be made which has an Interest Period that
extends beyond the Stated Termination Date and (z) each Revolving Loan that
is a Eurodollar Rate Loan may, subject to the provisions of SECTION 3.7, be
repaid only on the last day of the Interest Period with respect thereto
unless such payment is accompanied by the additional payment, if any,
required by SECTION 6.5.

(b) AMOUNTS. Except as otherwise permitted by the Lenders from
time to time, the aggregate unpaid principal amount of the Revolving Credit
Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings
shall not exceed at any time the Total Revolving Credit Commitment, and, in
the event there shall be outstanding any such excess, the Borrower shall
immediately make such payments and prepayments as shall be necessary to
comply with this restriction. Each Revolving Loan hereunder, other than Base
Rate Refunding Loans, and each Conversion under SECTION 3.8, shall be in an
amount of at least $5,000,000, and, if greater than $5,000,000, an integral
multiple of $500,000.

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

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

(ii) Not later than 3:00 P.M. on the date specified for each borrowing
under this SECTION 3.1, each Lender shall, pursuant to the terms and subject
to the conditions of this Agreement, make the amount of the Advance or
Advances to be made by it on such day available by wire transfer to the Agent
in the amount of its pro rata share, determined according to such Lender's
Applicable Commitment Percentage of the Revolving Loan or Revolving Loans to
be made on such day. Such wire transfer shall be directed to the Agent at the
Principal Office and shall be in the form of Dollars constituting immediately
available funds. The amount so received by the Agent shall, subject to the
terms and conditions of this Agreement, be made available to the Borrower by
delivery of the proceeds thereof to the Borrower's Account or otherwise as
shall be directed in the applicable Borrowing Notice by the Authorized
Representative and reasonably acceptable to the Agent.

(iii) The Borrower shall have the option to elect the duration of the
initial and any subsequent Interest Periods and to Convert the Revolving
Loans in accordance with SECTION 3.8. Eurodollar Rate Loans and Base Rate
Loans may be outstanding at the same time, PROVIDED, HOWEVER, there shall not
be outstanding at any one time Eurodollar Rate Loans and Eurodollar Rate
Segments having more than ten (10) different Interest Periods; PROVIDED,
FURTHER, from the Closing Date until the earlier of (A) the expiration of 180
days or (B) the date on which NMS notifies the Borrower of the end of the
syndication, Interest Periods shall be limited to one month and outstanding
Loans bearing interest at the Eurodollar Rate shall be for Interest Periods
ending on the same date. If the Agent does not receive a Borrowing Notice
or an Interest Rate Selection Notice giving notice of election of the
duration of an Interest Period or of Conversion of any Loan to or
Continuation of a Loan as a Eurodollar Rate Loan by the time prescribed by
SECTION 3.1(c) OR 3.8, the Borrower shall be deemed to have elected to
Convert such Loan to (or Continue such Loan as) a Base Rate Loan until the
Borrower notifies the Agent in accordance with SECTION 3.8.

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

Facility in an amount equal to such Lender's Applicable Commitment Percentage
of such Reimbursement Obligation, and (B) if the conditions to making a
Revolving Loan as herein provided shall not then be satisfied, each of the
Lenders shall fund by payment to the Agent (for the benefit of the Issuing
Bank) in immediately available funds the purchase from the Issuing Bank of
their respective Participations in the related Reimbursement Obligation based
on their respective Applicable Commitment Percentages of the Total Letter of
Credit Commitment. If a drawing is presented under any Letter of Credit in
accordance with the terms thereof and the Borrower shall not immediately
reimburse the Issuing Bank in respect thereof, then notice of such drawing or
payment shall be provided promptly by the Issuing Bank to the Agent and the
Agent shall provide notice to each Lender by telephone or telefacsimile
transmission. If notice to the Lenders of a drawing under any Letter of
Credit is given by the Agent at or before 12:00 noon on any Business Day,
each Lender shall, pursuant to the conditions specified in this SECTION
3.1(c)(iv), either make a Base Rate Refunding Loan or fund the purchase of
its Participation in the amount of such Lender's Applicable Commitment
Percentage of such drawing or payment and shall pay such amount to the Agent
for the account of the Issuing Bank at the Principal Office in Dollars and in
immediately available funds before 2:30 P.M. on the same Business Day. If
notice to the Lenders of a drawing under a Letter of Credit is given by the
Agent after 12:00 noon on any Business Day, each Lender shall, pursuant to
the conditions specified in this SECTION 3.1(c)(iv), either make a Base Rate
Refunding Loan or fund the purchase of its Participation in the amount of
such Lender's Applicable Commitment Percentage of such drawing or payment and
shall pay such amount to the Agent for the account of the Issuing Bank at the
Principal Office in Dollars and in immediately available funds before 12:00
noon on the next following Business Day. Any such Base Rate Refunding Loan
shall be advanced as, and shall Continue as, a Base Rate Loan unless and
until the Borrower Converts such Base Rate Loan in accordance with the terms
of SECTION 3.8.

3.2. PAYMENT OF INTEREST. (a) The Borrower shall pay interest to the
Agent for the account of each Lender on the outstanding and unpaid principal
amount of each Revolving Loan made by such Lender for the period commencing
on the date of such Revolving Loan until such Revolving Loan shall be due at
the then applicable Base Rate for Base Rate Loans or applicable Eurodollar
Rate for Eurodollar Rate Loans, as designated by the Authorized
Representative pursuant to SECTION 3.1; PROVIDED, HOWEVER, that if any amount
shall not be paid when due (at maturity, by acceleration or otherwise), such
amount shall bear interest thereafter at the Default Rate from date due until
paid, PROVIDED, FURTHER, HOWEVER, that if an Event of Default occurs by
reason of such non-payment, then, from and after the occurrence of such Event
of Default and for so long as such Event of Default shall be continuing, all
amounts outstanding hereunder (including such amount) shall bear interest at
the Default Rate.

(b) Interest on each Revolving Loan shall be computed on the
basis of a year of 360 days and calculated in each case for the actual number
of days elapsed. Interest on each Revolving Loan shall be paid (i) quarterly
in arrears on the last Business Day of each March, June, September and
December, commencing March 31, 1998 for each Base Rate Loan, (ii) on the last
day of the applicable Interest Period for each Eurodollar Rate Loan and, if
such Interest Period extends

for more than three (3) months, at intervals of three (3) months after the
first day of such Interest Period, and (iii) upon payment in full of the
principal amount of such Revolving Loan.

3.3. PAYMENT OF PRINCIPAL. The principal amount of each Revolving
Loan shall be due and payable to the Agent for the benefit of each Lender in
full on the Revolving Credit Termination Date, or earlier as specifically
provided herein. The principal amount of any Base Rate Loan may be prepaid
in whole or in part at any time. The principal amount of any Eurodollar Rate
Loan may be prepaid only at the end of the applicable Interest Period unless
the Borrower shall pay to the Agent for the account of the Lenders the
additional amount, if any, required under SECTION 6.5. All prepayments of
Revolving Loans made by the Borrower shall be in the amount of $5,000,000 or
such greater amount which is an integral multiple of $500,000, or the amount
equal to all Revolving Credit Outstandings, or such other amount as necessary
to comply with SECTION 3.1(B) or SECTION 3.8.

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

(b) The Agent shall deem any payment made by or on behalf of the
Borrower hereunder that is not made both in Dollars and in immediately
available funds and prior to 12:30 P.M. to be a non-conforming payment. Any
such payment shall not be deemed to be received by the Agent until the later
of (i) the time such funds become available funds and (ii) the next Business
Day. Any non-conforming payment may, to the extent provided in SECTION 11.1,
become a Default or Event of Default. Interest shall continue to accrue on
any principal as to which a non-conforming payment is made until the later of
(x) the date such funds become available funds or (y) the next Business Day
at the Default Rate from the date such amount was due and payable.

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

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

3.6. PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Revolving Loans
and the fee described in SECTION 3.10 shall be made to the Agent for the
account of the Lenders pro rata based on their Applicable Commitment
Percentages, (b) all payments to be made by the Borrower for the account of
each of the Lenders on account of principal, interest and fees, shall be made
without diminution, setoff, recoupment or counterclaim, and (c) the Agent
will promptly distribute to the Lenders in immediately available funds
payments received in fully collected, immediately available funds from the
Borrower.

3.7. REDUCTIONS. The Borrower shall, by notice from an Authorized
Representative, have the right from time to time but not more frequently than
once each calendar month (excluding prepayments made pursuant to SECTION
3.13), upon not less than three (3) Business Days' written notice to the
Agent, effective upon receipt, to permanently reduce the Total Revolving
Credit Commitment. The Agent shall give each Lender, within one (1) Business
Day of receipt of such notice, telefacsimile notice, or telephonic notice
(confirmed in writing), of such reduction. Each such reduction shall be in
the aggregate amount of $5,000,000 or such greater amount which is in an
integral multiple of $500,000, or the entire remaining Total Revolving Credit
Commitment, and shall permanently reduce the Total Revolving Credit
Commitment. Each reduction of the Total Revolving Credit Commitment shall be
accompanied by payment of the Revolving Loans to the extent that the
principal amount of Revolving Credit Outstandings plus Letter of Credit
Outstandings plus Swing Line Outstandings exceeds the Total Revolving Credit
Commitment after giving effect to such reduction, together with accrued and
unpaid interest on the amounts prepaid. No such reduction shall result in
the payment of any Eurodollar Rate Loan other than on the last day of the
Interest Period of such Eurodollar Rate Loan unless such prepayment is
accompanied by amounts due, if any, under SECTION 6.5.

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

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

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

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

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

Each election and Conversion pursuant to this SECTION 3.8 shall be
subject to the limitations on Eurodollar Rate Loans set forth in the
definition of "Interest Period" herein and in SECTIONS 3.1, 3.3 and ARTICLE
VI. The Agent shall give written notice to each Lender of such notice of
election or Conversion prior to 3:00 P.M. on the day such notice of election
or Conversion is received. All such Continuations or Conversions of Loans
shall be effected pro rata based on the Applicable Commitment Percentages of
the Lenders.

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

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

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

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

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

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

(a) from the Net Issuance Proceeds of each public offering or
private placement of Indebtedness for Money Borrowed or Subordinated
Indebtedness of the Borrower or any Subsidiary permitted hereunder (other
than securities issued to the Borrower or another Subsidiary) in an amount
equal to one hundred percent (100%) of such Net Issuance Proceeds, each
such reduction and prepayment to be made within ten (10) Business Days of
receipt of such Net Issuance Proceeds and upon not less than five (5)
Business Days' written notice to the Agent, which notice shall include a
certificate of an Authorized Representative setting forth in reasonable
detail the calculations utilized in computing the amount of such reduction
and prepayment; provided, that no prepayment shall be required with
proceeds of Indebtedness permitted to be incurred under SECTION 10.5.

(b) from the Net Cash Proceeds of each Asset Sale permitted
hereunder in an amount equal to one hundred percent (100%) of such Net Cash
Proceeds which (A) exceed $500,000 for any single or series of related
transactions or (B) when aggregated with all other Net Cash Proceeds from
Asset Sales received during any Fiscal Year exceed $1,000,000, in each
case, in an amount equal to one hundred percent (100%) of such Net Proceeds
in excess of such threshold amounts; PROVIDED, however, that no reduction
or prepayment will be required under this SECTION 3.13(b) for up to
$1,000,000 of Net Cash Proceeds received in any Fiscal Year to the extent
reinvested in assets similar to those subject to the Asset Sale and
utilized in the operation of the Borrower's or any of its Subsidiaries'
business so long as reinvested in such Fiscal Year or within 90 days of the
end of such Fiscal Year. Each such reduction and prepayment to be made
within ten (10) Business Days following the expiration of the 90 day period
referred to in the preceding sentence and upon not less than five (5)
Business Days' written notice to the Agent, which notice shall include a
certificate of an Authorized Representative setting forth in reasonable
detail the calculations utilized in computing the amount of such reduction
and prepayment; PROVIDED, that no reduction or

prepayment shall be required from the Net Cash Proceeds of a sale and
leaseback permitted under SECTION 10.13.

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

The Agent shall give each Lender, within one (1) Business Day, telefacsimile
notice of each notice of prepayment described in clauses (a) and (b) of this
SECTION 3.13. All mandatory prepayments made pursuant to this SECTION 3.13
shall be applied ratably to the Revolving Credit Outstandings based on each
Lender's Applicable Commitment Percentage, such payments to be applied first
to any outstanding Base Rate Loans and thereafter to Eurodollar Rate Loans.
Any prepayment of a Eurodollar Rate Loan pursuant to this SECTION 3.13 other
than on the last day of an Interest Period shall be accompanied by the
additional payment, if any, required by SECTION 6.5.

3.14. SWING LINE. (a) Notwithstanding any other provision of this
Agreement to the contrary, in order to administer the Revolving Credit
Facility in an efficient manner and to minimize the transfer of funds between
the Agent and the Lenders, NationsBank shall make available Swing Line Loans
to the Borrower prior to the Revolving Credit Termination Date. NationsBank
shall not make any Swing Line Loan pursuant hereto (i) if to the actual
knowledge of NationsBank the Borrower is not in compliance with all the
conditions to the making of Revolving Loans set forth in this Agreement, (ii)
if after giving effect to such Swing Line Loan, the Swing Line Outstandings
exceed $10,000,000, or (iii) if after giving effect to such Swing Line Loan,
the sum of the Swing Line Outstandings, Revolving Credit Outstandings and
Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment.
The Borrower may borrow, repay and reborrow under this SECTION 3.14. Unless
notified to the contrary by NationsBank, borrowings under the Swing Line
shall be made in the minimum amount of $500,000 or, if greater, in amounts
which are integral multiples of $100,000, or in the amount necessary to
effect a Base Rate Refunding Loan, upon written request by telefacsimile
transmission, effective upon receipt, by an Authorized Representative of the
Borrower made to NationsBank not later than 12:30 P.M. on the Business Day of
the requested borrowing. Each such Borrowing Notice shall specify the amount
of the borrowing and the date of borrowing, and shall be in the form of
EXHIBIT D-2, with appropriate insertions. Unless notified to the contrary by
NationsBank, each repayment of a Swing Line Loan shall be in an amount which
is an integral multiple of $100,000 or the aggregate amount of all Swing Line
Outstandings. If the Borrower instructs NationsBank to debit any demand
deposit account of the Borrower in the amount of any payment with respect to
a Swing Line Loan, or NationsBank otherwise receives repayment, after 12:30
P.M. on a Business Day, such payment shall be deemed received on the next
Business Day.

(b) Swing Line Loans shall bear interest at the Prime Rate minus
0.5%. The interest payable on Swing Line Loans is solely for the account of
NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be
payable on the dates and in the manner provided in SECTIONS 3.2(b) AND 3.4
with respect to interest on Base Rate Loans. The Swing Line Outstandings
shall be evidenced by the Swing Line Note delivered to NationsBank.

(c) Upon the making of a Swing Line Loan, each Lender shall be deemed
to have purchased from NationsBank a Participation therein in an amount equal
to that Lender's Applicable Commitment Percentage of such Swing Line Loan.
Upon demand made by NationsBank, each Lender shall, according to its
Applicable Commitment Percentage of such Swing Line Loan, promptly provide to
NationsBank its purchase price therefor in an amount equal to its
Participation therein. Any Advance made by a Lender pursuant to demand of
NationsBank of the purchase price of its Participation shall be deemed (i)
provided that the conditions to making Revolving Loans shall be satisfied, a
Base Rate Refunding Loan under SECTION 3.1 until the Borrower Converts such
Base Rate Loan in accordance with the terms of SECTION 3.8, and (ii) in all
other cases, the funding by each Lender of the purchase price of its
Participation in such Swing Line Loan. The obligation of each Lender to so
provide its purchase price to NationsBank shall be absolute and unconditional
and shall not be affected by the occurrence of an Event of Default or any
other occurrence or event.

The Borrower, at its option and subject to the terms hereof, may request
an Advance pursuant to SECTION 3.1 in an amount sufficient to repay Swing
Line Outstandings on any date and the Agent shall provide from the proceeds
of such Advance to NationsBank the amount necessary to repay such Swing Line
Outstandings (which NationsBank shall then apply to such repayment) and
credit any balance of the Advance in immediately available funds in the
manner directed by the Borrower pursuant to SECTION 3.1(c)(ii). The proceeds
of such Advances shall be paid to NationsBank for application to the Swing
Line Outstandings and the Lenders shall then be deemed to have made Loans in
the amount of such Advances. The Swing Line shall continue in effect until
the earlier of (a) the Revolving Credit Termination Date and (b) the
resignation of NationsBank as Agent pursuant to SECTION 12.7, at which time
all Swing Line Outstandings and accrued interest thereon shall be due and
payable in full.

ARTICLE IV

LETTERS OF CREDIT

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

4.2. REIMBURSEMENT.

(a) The Borrower hereby unconditionally agrees to pay to the
Issuing Bank immediately on demand at the Principal Office all amounts
required to pay all drafts drawn or purporting to be drawn under the Letters
of Credit and all reasonable expenses incurred by the Issuing Bank in
connection with the Letters of Credit. The Issuing Bank agrees to give the
Borrower prompt notice of any request for a draw under a Letter of Credit.
To the extent the Issuing Bank is not reimbursed by the Agent for a drawing
as provided in SECTION 3.1(c)(iv), the Issuing Bank may charge any account
the Borrower may have with it for any and all amounts the Issuing Bank pays
under a Letter of Credit, plus charges and reasonable expenses as from time
to time agreed to by the Issuing Bank and the Borrower; provided that to the
extent permitted by SECTION 3.1(c)(iv) and SECTION 3.14, amounts shall be
paid pursuant to Advances under the Revolving Credit Facility or, if the
Borrower shall elect by notice to the Agent prior to an Advance pursuant to
SECTION 3.1(c)(iv), by Swing Line Loans. The Borrower agrees to pay the
Issuing Bank interest on any Reimbursement Obligations not paid when due
hereunder at the Base Rate plus two percent (2.0%), or the maximum rate
permitted by applicable law, if lower, such rate to be calculated on the
basis of a year of 360 days for actual days elapsed.

(b) In accordance with the provisions of SECTION 3.1(c), the
Issuing Bank shall notify the Agent of any drawing under any Letter of Credit
promptly following the receipt by the Issuing Bank of such drawing.

(c) Each Lender (other than the Issuing Bank) shall
automatically acquire on the date of issuance thereof, a Participation in the
liability of the Issuing Bank in respect of each Letter of Credit in an
amount equal to such Lender's Applicable Commitment Percentage of such
liability, and to the extent that the Borrower is obligated to pay the
Issuing Bank under SECTION 4.2(a), each Lender (other than the Issuing Bank)
thereby shall absolutely, unconditionally and irrevocably

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

(i) Each Lender (including the Issuing Bank in its
capacity as a Lender) shall, subject to the terms and conditions
of ARTICLE III, pay to the Agent for the account of the Issuing
Bank at the Principal Office in Dollars and in immediately
available funds, an amount equal to its Applicable Commitment
Percentage of any drawing under a Letter of Credit, such funds to
be provided in the manner described in SECTION 3.1(c)(iv).

(ii) Simultaneously with the making of each payment by a
Lender to the Issuing Bank pursuant to SECTION 3.1(c)(iv)(B),
such Lender shall, automatically and without any further action
on the part of the Issuing Bank or such Lender, acquire a
Participation in an amount equal to such payment (excluding the
portion thereof constituting interest accrued prior to the date
the Lender made its payment) in the related Reimbursement
Obligation of the Borrower. The Reimbursement Obligation of the
Borrower shall be immediately due and payable whether by Advances
made in accordance with SECTION 3.1(c)(iv), Swing Line Loans made
in accordance with SECTION 3.14, or otherwise.

(iii) Each Lender's obligation to make payment to the
Agent for the account of the Issuing Bank pursuant to SECTION
3.1(c)(iv) and this SECTION 4.2(c), and the right of the Issuing
Bank to receive the same, shall be absolute and unconditional,
shall not be affected by any circumstance whatsoever and shall be
made without any offset, abatement, withholding or reduction
whatsoever. If any Lender is obligated to pay but does not pay
amounts to the Agent for the account of the Issuing Bank in full
upon such request as required by SECTION 3.1(c)(iv) or this
SECTION 4.2(c), such Lender shall, on demand, pay to the Agent
for the account of the Issuing Bank interest on the unpaid amount
for each day during the period commencing on the date of notice
given to such Lender pursuant to SECTION 3.1(c) until such Lender
pays such amount to the Agent for the account of the Issuing Bank
in full at the interest rate per annum for overnight borrowing by
the Issuing Bank from the Federal Reserve Bank.

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

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

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

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

(g) Without limiting the generality of the provisions of
SECTION 13.9 but subject to the limitation on liability set forth therein,
the Borrower hereby agrees to indemnify and hold harmless the Issuing Bank,
each other Lender and the Agent from and against any and all claims and
damages, losses, liabilities, reasonable costs and expenses which the Issuing
Bank, such other Lender or the Agent may incur (or which may be claimed
against the Issuing Bank, such other Lender or the Agent) by any Person by
reason of or in connection with the issuance or transfer of or payment or
failure to pay under any Letter of Credit; provided that the Borrower shall
not be required to indemnify the Issuing Bank, any other Lender or the Agent
for any claims, damages, losses, liabilities, costs or expenses to the
extent, but only to the extent, (i) caused by the willful misconduct or gross
negligence of the party to be indemnified or (ii) caused by the failure of
the Issuing Bank to pay under any Letter of Credit after the presentation to
it of a request for payment strictly complying with the terms and conditions
of such Letter of Credit, unless such payment is prohibited by any law,
regulation, court order or decree. The indemnification and hold harmless
provisions of this SECTION 4.2(g) shall survive repayment of the Obligations,
occurrence of the Revolving Credit Termination Date and expiration or
termination of this Agreement.

(h) Without limiting Borrower's rights as set forth in
SECTION 4.2(g), the obligation of the Borrower to immediately reimburse the
Issuing Bank for drawings made under Letters of Credit and the Issuing Bank's
right to receive such payment shall be absolute, unconditional and
irrevocable, and that such obligations of the Borrower shall be performed
strictly in accordance with the terms of this Agreement and such Letters of
Credit and the related Applications and Agreements for any Letter of Credit,
under all circumstances whatsoever, including the following circumstances:

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

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

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

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

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

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

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

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

Applicable Margin for Eurodollar Rate Loans that are Revolving Loans, and
(ii) for the Issuing Bank, 0.125% based on the aggregate amount available to
be drawn on each outstanding Letter of Credit. Such fees shall be computed
on a per annum basis and shall be due with respect to each Letter of Credit
quarterly in arrears on the last day of each March, June, September and
December, the first such payment to be made on the first such date occurring
after the date of issuance of a Letter of Credit. The fees described in this
SECTION 4.3 shall be calculated on the basis of a year of 360 days for the
actual number of days elapsed.

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

ARTICLE V

CREDIT ENHANCEMENT

5.1. GUARANTY. To guarantee the full and timely payment and
performance of all Obligations now existing or hereafter arising, the
Borrower shall cause the Facility Guaranty to be delivered by the Parent and
each Subsidiary in form and substance reasonably acceptable to the Agent on
or before the Closing Date. The Borrower hereby agrees to cause a Facility
Guaranty to be delivered by any hereafter acquired or created Subsidiary
pursuant to the terms of SECTION 9.19. The guarantee of Southwest Coca-Cola
Bottling Company, Inc. shall terminate upon its merger into the Borrower.
Dani shall be released from the Facility Guaranty upon the Dani Disposition.

5.2. STOCK PLEDGE. (a) As security for the full and timely payment
and performance of (i) all Obligations now existing or hereafter arising and
(ii) if applicable, its obligations as a Guarantor under the Facility
Guaranty, the Loan Parties shall on or before the Closing Date deliver to the
Agent, in form and substance reasonably acceptable to the Agent, a Pledge
Agreement pledging 100% of the stock of the Borrower and all of its
Subsidiaries to the Agent for the benefit of the Lenders, subject to no other
Lien or encumbrance, together with certificates representing such Pledged
Stock with stock powers duly executed in blank. The stock of Dani shall be
released to the Borrower from the Pledge Agreement concurrently with the Dani
Disposition. The stock of Southwest Coca-Cola Bottling Company, Inc. will be
released to the Borrower from the Pledge Agreement concurrently with, but
only to the extent necessary to effect, its merger into the Borrower against,
if applicable, delivery by the Parent to the Agent subject to the Pledge
Agreement of any stock of the Borrower issued in substitution or exchange
therefor in connection with such merger.

(b) Upon the delivery of the fourth consecutive compliance
certificate furnished to the Agent pursuant to SECTION 9.1(a)(ii) and SECTION
9.1(b)(ii) demonstrating a Consolidated Total Leverage Ratio of not greater
than 5.00 to 1.00, the Borrower may request that the Pledged Stock be
released. Upon such request, the Pledge Agreement shall automatically be
terminated without any consent from or any act by the Agent, the Lenders or
any other party.

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

ARTICLE VI

CHANGE IN CIRCUMSTANCES

6.1. INCREASED COST AND REDUCED RETURN.

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

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

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

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

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Eurodollar Rate Loans or to reduce any sum received or
receivable by such Lender (or its Applicable Lending Office) under this
Agreement or its Note with respect to any Eurodollar Rate Loans, then the
Borrower shall pay to such Lender on demand such amount or amounts as will
compensate such Lender for such increased cost or reduction. If any Lender
requests compensation by the Borrower under this SECTION 6.1(a), the Borrower
may, by notice to such Lender (with a copy to the Agent), suspend the
obligation of such Lender to make or Continue Loans of the Type with respect
to which such compensation is requested, or to Convert Loans of any other
Type into Loans of such Type, until the event or condition giving rise to
such request ceases to be in effect (in which case the provisions of SECTION

6.4 shall be applicable); PROVIDED that such suspension shall not affect the
right of such Lender to receive the compensation so requested.

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

(c) Each Lender shall promptly notify the Borrower and the Agent of
any event of which it has knowledge, occurring after the date hereof, which
will entitle such Lender to compensation pursuant to this SECTION 6.1 and
will designate a different Applicable Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not,
in the judgment of such Lender, be otherwise disadvantageous to it. Any
Lender claiming compensation under this SECTION 6.1 shall furnish to the
Borrower and the Agent a statement setting forth the additional amount or
amounts to be paid to it hereunder which shall be conclusive in the absence
of manifest error. In determining such amount, such Lender may use any
reasonable averaging and attribution methods.

(d) Each demand for compensation pursuant to this SECTION 6.1 shall
be made not later than 180 days after the date on which the Person making the
demand determines that such compensation is payable hereunder.

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

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

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

then the Agent shall give the Borrower prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and so long as
such condition remains in effect, the Lenders shall be under no obligation to
make additional Loans of such Type, Continue Loans of such Type,

or to Convert Loans of any other Type into Loans of such Type and the
Borrower shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Loans of the affected Type, either prepay such Loans or
Convert such Loans into another Type of Loan in accordance with the terms of
this Agreement.

6.3. ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Loans
hereunder, then such Lender shall promptly notify the Borrower thereof and
such Lender's obligation to make or Continue Eurodollar Rate Loans and to
Convert other Types of Loans into Eurodollar Rate Loans shall be suspended
until such time as such Lender may again make, maintain, and fund Eurodollar
Rate Loans (in which case the provisions of SECTION 6.4 shall be applicable).

6.4. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
make a Eurodollar Rate Loan or to Continue, or to Convert Loans of any other
Type into, Loans of a particular Type shall be suspended pursuant to SECTION
6.1, 6.2 OR 6.3 hereof (Loans of such Type being herein called "Affected
Loans" and such Type being herein called the "Affected Type"), such Lender's
Affected Loans shall be automatically Converted into Base Rate Loans on the
last day(s) of the then current Interest Period(s) for Affected Loans (or, in
the case of a Conversion required by SECTION 6.3 hereof, on such earlier date
as such Lender may specify to the Borrower with a copy to the Agent) and,
unless and until such Lender gives notice as provided below that the
circumstances specified in SECTION 6.1, 6.2 OR 6.3 hereof that gave rise to
such Conversion no longer exist:

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

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

If such Lender gives notice to the Borrower (with a copy to the Agent) that
the circumstances specified in SECTION 6.1, 6.2 OR 6.3 hereof that gave rise
to the Conversion of such Lender's Affected Loans pursuant to this SECTION
6.4 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the Affected Type
made by other Lenders are outstanding, such Lender's Base Rate Loans shall be
automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Loans of the Affected Type, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders
holding Loans of the Affected Type and by such Lender are held pro rata (as
to principal amounts, Types, and Interest Periods) in accordance with their
respective Revolving Credit Commitments and Term Loan Commitments.

6.5. COMPENSATION. Upon the request of any Lender, the Borrower shall
pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

(a) any payment, prepayment, or Conversion of a Eurodollar Rate
Loan for any reason (including, without limitation, the acceleration of the
Loans pursuant to SECTION 11.1) on a date other than the last day of the
Interest Period for such Loan; or

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

6.6. TAXES. (a) Any and all payments by the Borrower to or for the
account of any Lender or the Agent hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present
or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, EXCLUDING, in the
case of each Lender and the Agent, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Lender
(or its Applicable Lending Office) or the Agent (as the case may be) is
organized or any political subdivision thereof (all such non-excluded taxes,
duties, levies, imposts, deductions, charges, withholdings, and liabilities
being hereinafter referred to as "Taxes"). If the Borrower shall be required
by law to deduct any Taxes from or in respect of any sum payable under this
Agreement or any other Loan Document to any Lender or the Agent, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this SECTION 6.6) such Lender or the Agent receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law, and (iv) the Borrower shall furnish to the
Agent, at its address referred to in SECTION 13.2, the original or a
certified copy of a receipt evidencing payment thereof.

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

(c) The Borrower agrees to indemnify each Lender and the Agent for
the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts
payable under this SECTION 6.6) paid by such Lender or the Agent (as

the case may be) and any liability (including penalties, interest, and
expenses) arising therefrom or with respect thereto.

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

(e) For any period with respect to which a Lender has failed to
provide the Borrower and the Agent with the appropriate form pursuant to
SECTION 6.6(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to
indemnification under SECTION 6.6(a) OR 6.6(b) with respect to Taxes imposed
by the United States; PROVIDED, HOWEVER, that should a Lender, which is
otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.

(f) If the Borrower is required to pay additional amounts to or for
the account of any Lender pursuant to this SECTION 6.6, then such Lender will
agree to use reasonable efforts to change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional payment which
may thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

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

(h) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained
in this SECTION 6.6 shall survive the termination of the Revolving Credit
Commitments and Term Loan Commitments and the payment in full of the Notes.

6.7. REPLACEMENT LENDERS. The Borrower may, on ten (10) Business
Days' prior written notice to the Agent and a Lender, cause a Lender who has
incurred increased costs, is required to pay additional amounts under SECTION
6.6 or is unable to make Eurodollar Rate Loans to (and such Lender shall)
assign, pursuant to SECTION 13.1, all of its rights and obligations under
this Agreement to an Eligible Assignee designated by the Borrower which is
willing to become a Lender for a purchase price equal to the outstanding
principal amount of the Loans payable to such Lender plus any accrued but
unpaid interest on such Loans, any accrued but unpaid fees with respect to
such Lender's Revolving Credit Commitment and Term Loan Commitment and any
other amount payable to such Lender under this Agreement; PROVIDED, however,
that any expenses or other amounts which would be owing to such Lender
pursuant to any indemnification provision hereof (including, if applicable,
SECTION 6.5) shall be payable by the Borrower as if the Borrower had prepaid
the Loans of such Lender rather than such Lender having assigned its interest
hereunder. The Borrower or the assignee shall pay the applicable processing
fee under SECTION 13.1.

ARTICLE VII

CONDITIONS TO MAKING LOANS AND ISSUING LETTERS OF CREDIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7.2. CONDITIONS OF TERM LOAN. The obligation of the Lenders to make
the Term Loan is subject to the conditions precedent that:

(a) all conditions enumerated in SECTION 7.1 shall have been
satisfied;

(b) the representations and warranties of the Loan Parties set
forth in ARTICLE VIII and in each of the other Loan Documents shall be true
and correct in all material respects on and as of the Term Loan Advance
Date, with the same effect as though such representations and warranties
had been made on and as of the Term Loan Advance Date, except to the extent
that such representations and warranties expressly relate to an earlier
date and except that the financial statements referred to in
SECTION 8.6(a)(i) shall be deemed to be those financial statements most
recently delivered to the Agent and the Lenders pursuant to SECTION 9.1
from the date such financial statements are delivered to the Agent and the
Lenders in accordance with such Section;

(c) at the time of (and after giving effect to) the Term Loan,
no Default or Event of Default specified in ARTICLE XI shall have occurred
and be continuing; and

(d) the Agent shall have received on or before the Term Loan
Advance Date, in form and substance satisfactory to the Agent, evidence
that the proceeds of the Term Loan shall be used in connection with the
redemption of all the outstanding Subordinated Notes.

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

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

(b) the representations and warranties of the Loan Parties set
forth in ARTICLE VIII and in each of the other Loan Documents shall be true
and correct in all material respects on and as of the date of such Advance,
Swing Line Loan or Letter of Credit issuance or renewal, as the case may
be, with the same effect as though such representations and warranties had
been made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier date and
except that the financial statements referred to in SECTION 8.6(a)(i) shall
be deemed to be those financial statements most recently delivered to the
Agent and the Lenders pursuant to SECTION 9.1 from the date financial
statements are delivered to the Agent and the Lenders in accordance with
such Section;

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

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

(e) immediately after giving effect to:

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

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

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

(iv) a Revolving Loan, Swing Line Loan or a Letter of
Credit or renewal thereof, the sum of Letter of Credit
Outstandings plus Revolving Credit Outstandings plus Swing Line
Outstandings shall not exceed, after giving effect to any
concurrent reduction of any such Loans, the Total Revolving
Credit Commitment.

7.4. SUPPLEMENTS TO SCHEDULES. The Borrower may, from time to time
but in no event less than five (5) Business Days prior to delivery of any
Borrowing Notice or Applications and Agreements for Letters of Credit hereunder,
amend, or supplement SCHEDULES 1.1, 8.4 AND 8.8 to this Agreement by delivering
(effective upon receipt) to the Agent and each Lender a copy of such revised
Schedule or Schedules which shall (i) be dated the date of delivery, (ii) be
certified by an Authorized Representative as true, complete and correct as of
such date and as delivered in replacement for the corresponding Schedule or
Schedules previously in effect, and (iii) show in reasonable detail (by
blacklining or other appropriate graphic means) the changes from each such
corresponding predecessor Schedule. Notwithstanding anything to the contrary
contained herein or in any of the other Loan Documents, in the event that the
Required Lenders determine based upon such revised Schedules (whether
individually or in the aggregate or cumulatively) that there has been a change
which could have a Material Adverse Effect since the Closing Date, or such later
date as the Borrower shall have most recently furnished supplements to Schedules
under this SECTION 7.4 or financial statements under SECTION 9.1(a) OR (b), in
the business, operations or affairs, financial or otherwise, of the Borrower and
its Subsidiaries, taken as a whole, the Lenders shall have no further obligation
to make Advances or issue Letters of Credit

or continue or convert of any Loan previously made or renew or extend
existing Letters of Credit.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

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

8.1. ORGANIZATION AND AUTHORITY.

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

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

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

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

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

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

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

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

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

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

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

8.4. SUBSIDIARIES AND STOCKHOLDERS. The Borrower has no Subsidiaries
other than those Persons listed as Subsidiaries in SCHEDULE 8.4 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
SECTION 9.19; SCHEDULE 8.4 states as of the date hereof the organizational form
of each entity, the authorized and issued capitalization of each Subsidiary
listed thereon, the number of shares or other equity interests of each class of
capital stock or interest issued and outstanding of each such Subsidiary and the
number and/or percentage of outstanding shares or other equity interest
(including options, warrants and other rights to acquire any interest) of each
such class of capital stock or other equity interest owned by Borrower or by any
such Subsidiary; the outstanding shares or other equity interests of each such
Subsidiary have been duly authorized and validly issued and are fully paid and
nonassessable; and Borrower and each such Subsidiary owns beneficially and of
record all the shares and other interests it is listed as owning in SCHEDULE
8.4, free and clear of any Lien except as disclosed on SECTION 8.4.

8.5. OWNERSHIP INTERESTS. Borrower owns no interest in any Person
other than the Persons listed in SCHEDULE 8.4, equity investments in Persons not
constituting Subsidiaries permitted under SECTION 10.7 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
SECTION 9.19.

8.6. FINANCIAL CONDITION.

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

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

(c) except as set forth in the financial statements referred to
in SECTION 8.6(a) or in SCHEDULE 8.6 or permitted by SECTION 10.5, neither
Borrower nor any Subsidiary has incurred, other than in the ordinary course
of business, any material Indebtedness, Contingent Obligation or other
commitment or liability which remains outstanding or unsatisfied.

8.7. TITLE TO PROPERTIES. The Borrower and each of its Subsidiaries
and each other Loan Party has good title to all real and personal properties
owned by it or its interest therein, subject, in the case of properties owned by
it, to no transfer restrictions or Liens of any kind, except for the transfer
restrictions and Liens described in SCHEDULE 8.7 and Liens permitted by SECTION
10.4.

8.8. TAXES. Except as set forth in SCHEDULE 8.8, the Borrower and
each of its Subsidiaries has filed or caused to be filed all federal, state and
local tax returns which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate proceedings diligently
conducted and against which reserves reflected in the financial statements
described in SECTION 8.6(a) and satisfactory to the Borrower's independent
certified public accountants have been established, have paid or caused to be
paid all taxes as shown on said returns or on any assessment received by it, to
the extent that such taxes have become due.

8.9. OTHER AGREEMENTS. No Loan Party is:

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

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

8.10. LITIGATION. Except as set forth in SCHEDULE 8.10, there is no
action, suit, investigation or proceeding at law or in equity or by or before
any governmental instrumentality or agency or arbitral body pending, or, to the
knowledge of the Borrower, threatened by or against the Borrower or any
Subsidiary or other Loan Party or affecting the Borrower or any Subsidiary or
other Loan Party or any properties or rights of the Borrower or any Subsidiary
or other Loan Party, which could reasonably be likely to have a Material Adverse
Effect.

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

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

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

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

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

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

8.16. EMPLOYEE BENEFIT PLANS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

AFFIRMATIVE COVENANTS

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

9.1. FINANCIAL REPORTS, ETC. (a) As soon as practical and in any
event within 90 days after the end of each Fiscal Year of the Borrower, deliver
or cause to be delivered to the Agent and each Lender (i) a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year,
and the notes thereto, and the related consolidated statements of income,
stockholders' equity and cash flows, and the respective notes thereto, for such
Fiscal Year, setting forth comparative financial statements for the preceding
Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis
and containing, with respect to the consolidated financial statements, opinions
of Xxxxxx Xxxxxxxx LLP, or other such independent certified public accountants
selected by the Borrower and approved by the Agent which approval shall not be
unreasonably withheld, which are unqualified as to the scope of the audit
performed and as to the "going concern" status of the Borrower and without any
exception not acceptable to the Lenders, and (ii) a certificate of an Authorized
Representative demonstrating compliance with SECTIONS 10.1(a) through 10.1(c),
which certificate shall be in the form of EXHIBIT H;

(b) as soon as practical and in any event within 45 days after the
end of each fiscal quarter (except the last fiscal quarter of the Fiscal Year),
deliver to the Agent and each Lender (i) consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income, stockholders' equity and cash flows
for such fiscal quarter and for the period from the beginning of the then
current Fiscal Year through the end of such reporting period, and accompanied by
a certificate of an Authorized Representative to the effect that such financial
statements present fairly the financial position of the Borrower and its
Subsidiaries as of the end of such fiscal period and the consolidated results of
their operations and the changes in their financial position for such fiscal
period, in conformity with the standards set forth in SECTION 8.6(a) with
respect to interim financial statements, and (ii) a certificate of an Authorized
Representative containing computations for such quarter comparable to that
required pursuant to SECTION 9.1(a)(ii);

(c) together with each delivery of the financial statements required
by SECTION 9.1(a)(i), deliver to the Agent and each Lender a letter from the
Borrower's accountants specified in SECTION 9.1(a)(i) stating that in performing
the audit necessary to render an opinion on the financial statements delivered
under SECTION 9.1(a)(i), they obtained no knowledge of any Default or Event of
Default by the Borrower in the fulfillment of the terms and provisions of this
Agreement insofar as they relate to financial matters (which at the date of such
statement remains uncured); or if the accountants have obtained knowledge of
such Default or Event of Default, a statement specifying the nature and period
of existence thereof;

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

(e) As soon as practical and in any event within 90 days after the
end of each Fiscal Year of the Parent, deliver or cause to be delivered to the
Agent and each Lender (i) a consolidated balance sheet of the Parent and its
Subsidiaries as at the end of such Fiscal Year, and the notes thereto, and the
related consolidated statements of income, stockholders' equity and cash flows,
and the respective notes thereto, for such Fiscal Year, setting forth
comparative financial statements for the preceding Fiscal Year, all prepared in
accordance with GAAP applied on a Consistent Basis and containing, with respect
to the consolidated financial statements, opinions of Xxxxxx Xxxxxxxx LLP, or
other such independent certified public accountants selected by the Parent and
approved by the Agent which approval shall not be unreasonably withheld, which
are unqualified as to the scope of the audit performed and as to the "going
concern" status of the Parent and without any exception not acceptable to the
Lenders;

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

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

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

9.2. MAINTAIN PROPERTIES. Maintain all properties necessary to its
operations in good working order and condition, make all needed repairs,
replacements and renewals to such properties, and maintain free from Liens
created by the Borrower or its Subsidiaries securing Indebtedness all
trademarks, trade names, patents, copyrights, trade secrets, know-how, and other

intellectual property and proprietary information (or adequate licenses
thereto), in each case as are reasonably necessary to conduct its business as
currently conducted or as contemplated hereby, all in accordance with customary
and prudent business practices.

9.3. EXISTENCE, QUALIFICATION, ETC. Except as otherwise expressly
permitted under SECTION 10.8, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and all material rights
and franchises, and maintain its license or qualification to do business as a
foreign corporation in good standing in each jurisdiction in which its ownership
or lease of property or the nature of its business makes such license or
qualification necessary, except where the failure to maintain such license or
qualification would not reasonably be expected to have a Material Adverse
Effect.

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

9.5. INSURANCE. (a) Keep all of its insurable properties adequately
insured at all times with responsible insurance carriers against loss or damage
by fire and other hazards to the extent and in the manner as are customarily
insured against by similar businesses owning such properties similarly situated,
(b) maintain general public liability insurance at all times with responsible
insurance carriers against liability on account of damage to persons and
property and (c) maintain insurance under all applicable workers' compensation
laws (or in the alternative, maintain required reserves if self-insured for
workers' compensation purposes) and against loss by reason of business
interruption, such policies of insurance described in this SECTION 9.5 to have
such limits, deductibles, exclusions, co-insurance and other provisions
providing no less coverages than as described in SCHEDULE 9.5, such insurance
policies to be in form reasonably satisfactory to the Agent. Each of the
policies of insurance described in this SECTION 9.5 shall provide that the
insurer shall give the Agent not less than thirty (30) days' prior written
notice before any such policy shall be terminated, lapse or be altered in any
manner.

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

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

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

9.9. GOVERNMENTAL LICENSES. Obtain and maintain all licenses,
permits, certifications and approvals of all applicable Governmental Authorities
as are required for the conduct of its business as currently conducted and as
contemplated by the Loan Documents, which failure to obtain or maintain could
have a Material Adverse Effect.

9.10. COVENANTS EXTENDING TO OTHER PERSONS. Cause each of its
Subsidiaries to do with respect to itself, its business and its assets, each of
the things required of the Borrower in SECTIONS 9.2 through 9.9 inclusive and
9.18.

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

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

9.13. NOTICE OF ENVIRONMENTAL COMPLAINT OR CONDITION. Promptly
provide to the Agent, in each case where the claim, liability or cost of
responding aggregates an amount greater than $1,000,000 not otherwise covered by
insurance, true, accurate and complete copies of any and all notices,
complaints, orders, directives, claims, or citations received by the Borrower or
any Subsidiary relating to any (a) violation or alleged violation by the
Borrower or any Subsidiary of any applicable Environmental Law; (b) release or
threatened release by the

Borrower or any Subsidiary, or by any Person handling, transporting or
disposing of any Hazardous Material on behalf of the Borrower or any
Subsidiary, or at any facility or property owned or leased or operated by the
Borrower or any Subsidiary, of any Hazardous Material, except where occurring
legally pursuant to a permit or license; or (c) liability or alleged
liability of the Borrower or any Subsidiary for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials.

9.14. ENVIRONMENTAL COMPLIANCE. If the Borrower or any Subsidiary
shall receive any letter, notice, complaint, order, directive, claim or citation
alleging that the Borrower or any Subsidiary has violated any Environmental Law
or is liable for the costs of cleaning up, removing, remediating or responding
to a release of Hazardous Materials, the Borrower and any Subsidiary shall,
within the time period permitted and to the extent required by the applicable
Environmental Law or the Governmental Authority responsible for enforcing such
Environmental Law, remove or remedy, or cause the applicable Subsidiary to
remove or remedy, such violation or release or satisfy such liability; provided,
that nothing in this Section shall preclude the Borrower or any Subsidiary from
contesting in good faith any notice of violation or claim of liability.

9.15. INDEMNIFICATION. Without limiting the generality of SECTION 13.9
but subject to the limitation of liability set forth therein, the Borrower
hereby agrees to indemnify and hold the Agent, the Lenders and NMS, and their
respective officers, directors, employees and agents, harmless from and against
any and all claims, losses, penalties, liabilities, damages and expenses
(including assessment and cleanup costs and reasonable attorneys' fees and
disbursements) arising directly or indirectly from, out of or by reason of (a)
the violation of any Environmental Law by the Borrower or any Subsidiary or with
respect to any property owned, operated or leased by the Borrower or any
Subsidiary or (b) the handling, storage, treatment, emission or disposal of any
Hazardous Materials by or on behalf of the Borrower or any Subsidiary or on or
with respect to property owned or leased or operated by the Borrower or any
Subsidiary. The provisions of this SECTION 9.15 shall survive the Facility
Termination Date and expiration or termination of this Agreement.

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

9.17. EMPLOYEE BENEFIT PLANS.

(a) With reasonable promptness, and in any event within thirty
(30) days thereof, give notice to the Agent of (i) the establishment of any
new Pension Plan (which notice shall include a copy of such plan), (ii) the
commencement of contributions to any

Employee Benefit Plan to which the Borrower or any of its ERISA Affiliates
was not previously contributing, (iii) any increase in the benefits of
any existing Employee Benefit Plan which is reasonably expected to have a
Material Adverse Effect, (iv) each funding waiver request filed with
respect to any Employee Benefit Plan and all communications received or
sent by the Borrower or any ERISA Affiliate with respect to such request
and (v) the failure of the Borrower or any ERISA Affiliate to make a
required installment or payment under Section 302 of ERISA or Section 412
of the Code by the due date;

(b) Promptly and in any event within fifteen (15) days of
becoming aware of the occurrence or forthcoming occurrence of any
(i) Termination Event or (ii) nonexempt "prohibited transaction," as such
term is defined in Section 406 of ERISA or Section 4975 of the Code, in
connection with any Employee Benefit Plan or any trust created thereunder,
deliver to the Agent a notice specifying the nature thereof, what action
the Borrower or any ERISA Affiliate has taken, is taking or proposes to
take with respect thereto and, when known, any action taken or threatened
by the Internal Revenue Service, the Department of Labor or the PBGC with
respect thereto; and

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

9.18. CONTINUED OPERATIONS. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted; except the Borrower may dispose of Dani
and the Borrower may temporarily suspend operations to the extent permitted in
SECTION 11.1(j).

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

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

(b) if such Subsidiary is a corporation or is a partnership that
has issued certificates evidencing ownership of Partnership Interests, (A)
the Pledged Stock or, if applicable, certificates of ownership of such
Partnership Interests, together with duly executed stock powers or powers
of assignment in blank affixed thereto, and (B) if such Collateral shall be
owned by a Subsidiary which has not then executed and delivered to the
Agent a Security Instrument from the owner of such Collateral granting a
Lien to the Agent in such Collateral, a Pledge Agreement in substantially
the form of EXHIBIT J-1, with appropriate revisions as to the identity of
the pledgor and securing the obligations of such pledgor under its Facility
Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated
pursuant to SECTION 5.2(b), the delivery of the instruments set forth in
this clause (b) shall not be required;

(c) if such Subsidiary is a partnership not described in clause
(b) immediately above, (A) the certificate of the registrar of such
partnership with respect to the registration of the Lien on Partnership
Interests, and (B) if such Collateral shall be owned by a Subsidiary who
has not then executed and delivered to the Agent a Security Instrument from
the owner of such Collateral granting a Lien to the Agent in such
Collateral, a Pledge Agreement substantially similar in the form of EXHIBIT
J-2, with appropriate revisions as to the identity of the pledgor and
securing the obligations of such pledgor under its Facility Guaranty;
PROVIDED, HOWEVER, if the Pledge Agreement has been terminated pursuant to
SECTION 5.2(b), the delivery of the instruments set forth in this clause
(c) shall not be required;

(d) a supplement to the appropriate schedule attached to the
appropriate Security Instruments listing the additional Collateral,
certified as true, correct and complete by the Authorized Representative
(provided that the failure to deliver such supplement shall not impair the
rights conferred under the Security Instruments in after acquired
Collateral); PROVIDED, HOWEVER, if the Pledge Agreement has been
terminated pursuant to SECTION 5.2(b), the delivery of the instruments set
forth in this clause (d) shall not be required;

(e) an opinion of counsel to the Subsidiary dated as of the date
of delivery of the Facility Guaranty and other Loan Documents provided for
in this SECTION 9.19 and addressed to the Agent and the Lenders, in form
and substance reasonably acceptable to the Agent but similar in scope to
that opinion delivered pursuant to SECTION 7.1(a)(ii) (which opinion may
include assumptions and qualifications of similar effect to those contained
in the opinions of counsel delivered pursuant to SECTION 7.1(a)); and

(f) current copies of the Organizational Documents and Operating
Documents of such Subsidiary, minutes of duly called and conducted meetings
(or duly effected consent actions) of the Board of Directors, partners, or
appropriate committees thereof (and, if required by such Organizational
Documents or Operating Documents or

by applicable law, of the shareholders) of such Subsidiary authorizing the
actions and the execution and delivery of documents described in this
SECTION 9.19.

ARTICLE X

NEGATIVE COVENANTS

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

10.1. FINANCIAL COVENANTS.

(a) CONSOLIDATED TOTAL LEVERAGE RATIO. Permit the Consolidated
Total Leverage Ratio for a Four-Quarter Period to exceed 7.00 to 1.00 at
any time from the Closing Date until and including the date the Pledge
Agreement terminates pursuant to SECTION 5.2(B), and 6.00 to 1.00 at any
time thereafter;

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

(c) CONSOLIDATED FIXED CHARGES COVERAGE RATIO. Permit the
Consolidated Fixed Charges Coverage Ratio for a Four-Quarter
Period to be less than 1.50 to 1.00 at any time from the Closing
Date until and including December 31, 1999, and 1.75 to 1.00
thereafter.

10.2. ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (i) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired is a beverage or beverage-related
business or a food service business and the business operations are in at
least one State contiguous with a State in which the Borrower or any of its
Subsidiaries have operations, (ii) no Default or Event of Default shall have
occurred and be continuing either immediately prior to or immediately after
giving effect to such Acquisition and, if the Cost of Acquisition is in
excess of $50,000,000, the Borrower shall have furnished to the Agent (A) pro
forma historical financial statements as of the end of the most recently
completed Fiscal Year of the Borrower and most recent interim fiscal quarter,
if applicable, giving effect to such Acquisition and (B) a certificate in the
form of EXHIBIT H prepared on a historical pro forma basis giving effect to
such Acquisition, which certificate shall demonstrate that no Default or
Event of Default would exist immediately after giving effect thereto, and
(iii) the Person acquired shall be a wholly-owned Subsidiary, or be merged
into the Borrower or a wholly-owned Subsidiary, immediately upon consummation
of the Acquisition (or if assets are being acquired, the acquiror shall be
the Borrower or a wholly-owned Subsidiary), which Subsidiary shall comply
with SECTION 9.19.

10.3. CAPITAL EXPENDITURES. Make or become committed to make Capital
Expenditures which exceed $20,000,000 in the aggregate in any Fiscal Year of
the Borrower, excluding Capital Expenditures constituting a portion of the Cost
of Acquisition.

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

(a) Liens created under the Loan Documents and Swap Agreements
in favor of the Agent and the Lenders (or any affiliate of any Lender), and
otherwise existing as of the date hereof and as set forth in SCHEDULE 8.7;

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

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

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

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

(f) purchase money Liens to secure Indebtedness permitted under
SECTION 10.5(d) and incurred to purchase fixed assets, provided such
Indebtedness represents not less than 75% of the purchase price of such
assets as of the date of purchase thereof and no property other than the
assets so purchased secures such Indebtedness;

(g) Liens arising in connection with Capital Leases permitted
under SECTION 10.5(d) and SECTION 10.13; provided that no such Lien shall
extend to any Collateral or to any other property other than the assets
subject to such Capital Leases;

(h) Liens securing Indebtedness permitted under SECTION 10.5(d);
and

(i) involuntary Liens on real property in favor of judgment
creditors securing judgments to the extent such judgments are permitted
under SECTION 11.1(i).

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

(a) Indebtedness existing as of the Closing Date as set forth in
SCHEDULE 8.6; PROVIDED, none of the instruments and agreements evidencing
or governing such Indebtedness shall be amended, modified or supplemented
after the Closing Date to change any terms of subordination, repayment or
rights of Conversion, put, exchange or other rights from such terms and
rights as in effect on the Closing Date;

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

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

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

(e) Indebtedness arising from Hedging Obligations permitted
under SECTION 10.15;

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

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

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

10.6. TRANSFER OF ASSETS. Sell, lease, transfer or otherwise dispose
of any assets of Borrower or any Subsidiary other than (a) dispositions of
inventory in the ordinary course of business, (b) dispositions of property that
is substantially worn, damaged, obsolete or, in the judgment of the Borrower, no
longer best used or useful in its business or that of any Subsidiary, (c)
transfers of assets necessary to give effect to merger or consolidation
transactions permitted by SECTION 10.8, (d) dispositions by way of condemnation
or eminent domain, (e) the disposition of Eligible Securities in the ordinary
course of management of the investment portfolio of the Borrower and its
Subsidiaries, (f) the Dani Disposition and (g) sales of assets in connection
with a sale and leaseback transaction permitted under SECTION 10.13.

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

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

(b) Eligible Securities;

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

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

(f) loans between the Borrower and the Guarantors described in
SECTION 10.5(g);

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

(h) other investments of up to $7,500,000; and

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

10.8. MERGER OR CONSOLIDATION. (a) Consolidate with or merge into any
other Person, or (b) permit any other Person to merge into it, or (c) liquidate,
wind-up or dissolve or sell, transfer or lease or otherwise dispose of all or a
substantial part of its assets (other than sales permitted under SECTION 10.6
(a), (b), (d) (e) and (f)); PROVIDED, HOWEVER, (i) any Subsidiary of the
Borrower may merge into or transfer all or substantially all of its assets to
the Borrower or any wholly-owned Subsidiary of the Borrower, and (ii) any other
Person may merge into the Borrower or any wholly-owned Subsidiary and any
Subsidiary may merge into or consolidate with any other Person in order to
consummate an Acquisition permitted by SECTION 10.2, PROVIDED FURTHER, that any
resulting or surviving entity shall execute and deliver such agreements and
other documents, including a Facility Guaranty, and take such other action as
the Agent may require to evidence or confirm its express assumption of the
obligations and liabilities of its predecessor entities under the Loan
Documents.

10.9. TRANSACTIONS WITH AFFILIATES. Other than transactions permitted
under SECTIONS 10.5, 10.7 and 10.8, enter into any transaction after the Closing
Date, including, without limitation, the purchase, sale, lease or exchange of
property, real or personal, or the rendering of any service, with any Affiliate
of the Borrower, except (a) that such Persons may render services to the
Borrower or its Subsidiaries for compensation at the same rates generally paid
by Persons engaged in the same or similar businesses for the same or similar
services, (b) that the Borrower or any Subsidiary may render services to such
Persons for compensation at the same rates generally charged by the Borrower or
such Subsidiary and (c) in either case in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's (or any Subsidiary's)
business consistent with past practice of the Borrower and its Subsidiaries and
upon fair and reasonable terms no less favorable to the Borrower (or any
Subsidiary) than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate; provided, however, that such limitations shall not
apply to (x) employee compensation and customary directors' fees and
reimbursable expenses and consulting fees and reimbursable expenses, and (y)
that certain Renewed and Extended Management Agreement with Texas Bottling
Group, Inc., dated as of December 1, 1991 between the Borrower and Texas
Bottling Group, Inc., and (z) loans and advances to the Xxxxxx X. and Xxxxxx
Xxxx Xxxxxxx Trust up to an aggregate principal amount of $2,000,000 outstanding
at any time. Notwithstanding the foregoing, there shall be no limitation on
transactions or agreements between the Borrower or any of its Subsidiaries and
Texas Bottling Group, Inc. or any of its subsidiaries, so long as such
transactions or agreements (i) relate to (A) cross-production, purchasing and
distribution arrangements related to their respective soft drink and food
service businesses, (B) the delivery of advice and consultation by their
respective executive and technical personnel, or (C) expense-sharing for,
cooperation in, or consolidation in Texas Bottling Group, Inc. or any of its
Subsidiaries, or in the Borrower or any of its Subsidiaries, of common
administrative or operational functions including, but not limited to, payroll
processing, financial transaction processing, insurance and risk management,
benefits management, transportation, warehousing, advertising, legal and
accounting representation, data processing, and personnel functions, and

(ii) provide protection from any detrimental effect on Texas Bottling Group,
Inc. or Borrower as a result of a benefit to the other party or parties to
any such transaction or agreement.

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

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

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

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

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

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

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

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

10.11. FISCAL YEAR. Change its Fiscal Year.

10.12. DISSOLUTION, ETC. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution,

except in connection with a merger or consolidation permitted pursuant to
SECTION 10.8 and the dissolution of Dani.

10.13. LIMITATIONS ON SALES AND LEASEBACKS. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property, whether now owned or hereafter acquired in a related
transaction or series of related transactions, which has been or is to be sold
or transferred by the Borrower or any Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or any
Subsidiary; provided that Borrower and its Subsidiaries may sell and lease back
assets held for a period of 180 days or less subject to the limitations on
Indebtedness set forth in SECTION 10.5.

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

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

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

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

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

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

ARTICLE XI

EVENTS OF DEFAULT AND ACCELERATION

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

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

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

(c) if default shall be made in the performance or observance of
any covenant set forth in SECTION 9.7, 9.11, 9.12, 9.19 or ARTICLE X other
than SECTION 10.7(b) and SECTION 10.10 which Default shall continue for a
period of ten days;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) amounts due to the Lenders pursuant to SECTIONS 3.10, 4.3,
4.4 AND 13.5;

(b) amounts due to the Agent pursuant to SECTION 12.8;

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

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

(e) payments of cash amounts to the Agent in respect of
outstanding Letters of Credit pursuant to SECTION 11.1(B);

(f) amounts due to the Lenders pursuant to SECTION 4.2(g);

(g) amounts due to the Lenders pursuant to SECTION 2.12;

(h) payments of interest on Term Loans to be applied for the
ratable benefit of the Lenders;

(i) payments of principal of Term Loans to be applied for the
ratable benefit of the Lenders;

(j) amounts due to the Lenders pursuant to SECTIONS 9.15 and
13.9;

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

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

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

ARTICLE XII

THE AGENT

12.1. APPOINTMENT, POWERS, AND IMMUNITIES. Each Lender hereby
irrevocably appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents with such powers and discretion as are
specifically delegated to the Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. The Agent (which term as used in this sentence and in SECTION 12.5 and
the first sentence of SECTION 12.6 hereof shall include its affiliates and its
own and its affiliates' officers, directors, employees, and agents):

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

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

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

(d) other than as provided in SECTION 11.2, shall not be
required to initiate or conduct any litigation or collection proceedings
under any Loan Document; and

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

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

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

of legal counsel (including counsel for any Loan Party), independent
accountants, and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the holder thereof for all purposes hereof
unless and until the Agent receives and accepts an Assignment and Acceptance
executed in accordance with SECTION 13.1 hereof. As to any matters not
expressly provided for by this Agreement, the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and
such instructions shall be binding on all of the Lenders; PROVIDED,
HOWEVER, that the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to any Loan Document or
applicable law or unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred
by it by reason of taking any such action.

12.3. DEFAULTS. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default (other than a payment
default) unless the Agent has received written notice from a Lender or the
Borrower specifying such Default or Event of Default and stating that such
notice is a "Notice of Default". In the event that the Agent receives such a
notice of the occurrence of a Default or Event of Default, the Agent shall give
prompt notice thereof to the Lenders. The Agent shall (subject to SECTION 12.2
hereof) take such action with respect to such Default or Event of Default as
shall reasonably be directed by the Required Lenders, PROVIDED THAT, unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interest of the Lenders.

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

12.5. INDEMNIFICATION. The Lenders agree to indemnify the Agent (to
the extent not reimbursed under SECTION 13.9 hereof, but without limiting the
obligations of the Borrower under such Section) ratably in accordance with their
respective Revolving Credit Commitments and Term Loan Commitments, for any and
all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses (including attorneys' fees), or
disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Agent (including by any Lender) in any
way relating to or arising out of any Loan Document or the transactions
contemplated thereby or any action taken or omitted by the Agent under any
Loan Document (including any of the foregoing arising from the negligence of
the Agent); PROVIDED that no Lender shall be liable for any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of
the Person to be indemnified. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its ratable
share of any costs or expenses payable by the Borrower under SECTION 13.5, to
the extent that the Agent is not promptly reimbursed for such costs and
expenses by the Borrower. The agreements contained in this SECTION 12.5
shall survive payment in full of the Loans and all other amounts payable
under this Agreement.

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

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

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

ARTICLE XIII

MISCELLANEOUS

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

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

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

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

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

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

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Borrower shall make appropriate arrangements so that, if required, new
Notes are issued to the assignor and the assignee. If the assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Agent certification as to exemption
from deduction or withholding of Taxes in accordance with SECTION 6.6.

(b) The Agent shall maintain at its address referred to in
SECTION 13.2 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and the Revolving Credit Commitment and Term Loan Commitment of, and
principal amount of the Loans owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Borrower, the Agent and the Lenders
may treat each Person whose name

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

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

(d) Each Lender may sell participations to one or more Persons in all
or a portion of its rights, obligations or rights and obligations under this
Agreement (including all or a portion of its Revolving Credit Commitment and
Term Loan Commitment or its Loans); PROVIDED, HOWEVER, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participant shall be entitled to the benefit of the
yield protection provisions contained in ARTICLE VI to the extent such Lender is
entitled to make a claim by reason of such benefit and the right of set-off
contained in SECTION 13.3, and (iv) the Borrower shall continue to deal solely
and directly with such Lender in connection with such Lender s rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to its Loans and its Note and
to approve any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on such Loans or
Note, extending any scheduled principal payment date or date fixed for the
payment of interest on such Loans or Note, or extending its Revolving Credit
Commitment or Term Loan Commitment).

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

(f) Any Lender may furnish any information concerning the Borrower or
any of the Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants) to
the extent provided in SECTION 9.1.

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

(iii) on the fifth Business Day after the day on which mailed, if sent
prepaid by certified or registered mail, return receipt requested; in each
case delivered, transmitted or mailed, as the case may be, to the address,
telex number or telefacsimile number, as appropriate, set forth below or such
other address or number as such party shall specify by notice hereunder:

(a) if to the Borrower:

The Coca-Cola Bottling Group (Southwest), Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxxx
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000

with a copy to:

The Coca-Cola Bottling Group (Southwest), Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: General Counsel
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000

(b) if to the Agent:

NationsBank, National Association
Independence Center, 00xx Xxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx, Agency Services
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000

with a copy to:

NationsBank, National Association
000 Xxxxxxxxx Xxxxxx, X.X., 0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxx X. XxXxxxx
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000

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

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

13.3. RIGHT OF SET-OFF; ADJUSTMENTS. (a) Upon the occurrence and
during the continuance of any Event of Default, each Lender (and each of its
affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender (or any of its affiliates)
to or for the credit or the account of the Borrower against any and all of the
Obligations of the Borrower now or hereafter existing under this Agreement and
the Note held by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Lender agrees promptly to notify the Borrower after any
such set-off and application made by such Lender; PROVIDED, HOWEVER, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this SECTION 13.3 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

(b) If any Lender (a "benefitted Lender") shall at any time receive
any payment of all or part of the Loans owing to it, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans owing to it, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loans owing to it, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefitted Lender to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. The Borrower agrees that any Lender so
purchasing a participation from a Lender pursuant to this SECTION 13.3 may, to
the fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Person were the direct creditor of the Borrower in the amount of such
participation. Nothing in this Section shall limit the right of any Lender to
exercise in any right of set off or counterclaim it may have and apply the
amount subject to such exercise to the payment of Indebtedness of the Borrower
other than the Obligations.

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

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

13.6. AMENDMENTS AND WAIVERS. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower and the Required Lenders
(and, if ARTICLE XII or the rights or duties of the Agent are affected thereby,
by the Agent); PROVIDED that no such amendment or waiver shall, unless signed
by each Lender directly affected thereby, (i) increase the Revolving Credit
Commitments or Term Loan Commitments of the Lenders, (ii) reduce the principal
of or rate of interest on any Loan or any fees or other amounts payable
hereunder, (iii) postpone any date fixed for the payment of any scheduled
installment of principal of or interest on any Loan or any fees or other amounts
payable hereunder or for termination of any Revolving Credit Commitment or Term
Loan Commitment (other than waivers of mandatory prepayment which shall require
only the consent of the Required Lenders), (iv) change the percentage of the
Revolving Credit Commitments or Term Loan Commitments or of the unpaid principal
amount of the Notes, or the number of Lenders, which shall be required for the
Lenders or any of them to take any action under this SECTION 13.6 or any other
provision of this Agreement or (v) release any Guarantor (other than as provided
in ARTICLE V) or all or substantially all of the Collateral (except as otherwise
provided herein); and PROVIDED, FURTHER, that no such amendment or waiver that
affects the rights, privileges or obligations of NationsBank as provider of
Swing Line Loans, shall be

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

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

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

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

13.9. INDEMNIFICATION; LIMITATION OF LIABILITY. (A) THE BORROWER
AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF
THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR
ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT
OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION
OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE
PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE
NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE,
LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH
INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF
AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN
THIS SECTION 13.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT
SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER
PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR
NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER,
TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN
THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST
THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY
THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR
OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE
LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO
CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR
SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING
A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL
OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE

100

PROVISIONS OF THIS SECTION 13.9 BE APPLICABLE WITH RESPECT TO ANY ACTION
BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION
CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY.

(B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF
THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER
CONTAINED IN THIS SECTION 13.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS
AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

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

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

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

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

101

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

13.14. GOVERNING LAW; WAIVER OF JURY TRIAL.

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

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

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

102

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

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

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

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

[Signatures on following pages]

103

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

THE COCA-COLA BOTTLING GROUP
(SOUTHWEST), INC.

By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President

Signature Page 1 of 13

NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders

By:
------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Senior Vice President

Signature Page 2 of 13

NATIONSBANK, NATIONAL ASSOCIATION

By:
------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Senior Vice President

Lending Office:
NationsBank, National Association
Independence Center, 00xx Xxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx, Agency Services
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000

Wire Transfer Instructions:
NationsBank, National Association
ABA# 000000000
Account No.: ____________________
Reference: The Coca-Cola Bottling Group (Southwest), Inc.
Attention: Xxxxxxx Xxxxxxxx, Agency Services

Signature Page 3 of 13

SCOTIABANC INC.

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

Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

Wire Transfer Instructions:
The Bank of Nova Scotia
Xxx Xxxx, Xxx Xxxx 00000
ABA #000000000
Credit: Scotiabanc Inc.
A/C #0735639
Attention: Xxxxxx Xxxxx
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 4 of 13

U.S. BANK, NATIONAL ASSOCIATION

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

Lending Office:
000 Xxxxxx Xxxxxx, Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000

Wire Transfer Instructions:
U.S. Bank, National Association
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
ABA #000000000
Account #300472160600
Attention: Commercial Loan Service Center
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 5 of 13

SUNTRUST BANK, ATLANTA

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

Lending Office:
00 Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000

Wire Transfer Instructions:
SunTrust Bank
Xxxxxxx, Xxxxxxx 00000
ABA #0000-0000-0
Account #9088000112
Attention: Tra Xxxxxxx
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 6 of 13

ABN AMRO BANK N.V.

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

Lending Office:
000 X. XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000

Wire Transfer Instructions:
ABN AMRO Bank N.V.
New York, New York
ABA #000000000
F/O: ABN AMRO Bank N.V. Chicago CPU
Account #650-001-1789-41
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 7 of 13

GUARANTY FEDERAL BANK, F.S.B.

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

Lending Office:
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000

Wire Transfer Instructions:
Guaranty Federal Bank
Xxxxxx, Xxxxx 00000
ABA #314070664
Account #194080-80854
Attention: Commercial Loan Support
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 8 of 13

XXXXXX TRUST AND SAVINGS BANK

By:
-------------------------------
Name: R. Xxxxxxx Xxxxxx
Title: Vice President

Lending Office:
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Wire Transfer Instructions:
Xxxxxx Bank
Xxxxxxx, Xxxxxxxx 00000
ABA #000000000
Account #000-000-0
Attention: Loan Accounting
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 9 of 13

CITICORP USA, INC.

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

Lending Office:
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000

Wire Transfer Instructions:
Citibank, N.A.
Xxx Xxxx, Xxx Xxxx 00000
ABA #000000000
Account #4058-0628
Attention: Xxxxxxx Xxxxxxxxxxx
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 10 of 13

FLEET NATIONAL BANK

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

Lending Office:
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

Wire Transfer Instructions:
Fleet National Bank
Xxxxxx, Xxxxxxxxxxxxx 00000
ABA #000000000
Account #151035103156
Attention: Commercial Loan Services
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 11 of 13

THE FROST NATIONAL BANK

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

Lending Office:
000 X. Xxxxxxx
Xxx Xxxxxxx, Xxxxx 00000

Wire Transfer Instructions:
The Frost National Bank
Xxx Xxxxxxx, Xxxxx 00000
ABA #000000000
Account #_______________
Attention: Xxxxxx Xxxx
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 12 of 13

CREDITANSTALT CORPORATE FINANCE,
INC.

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

Lending Office:
Xxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

Wire Transfer Instructions:
Chase NY
ABA #000000000
Account #000-0-00000
Reference: The Coca-Cola Bottling Group (Southwest), Inc.

Signature Page 13 of 13

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CREDIT AGREEMENT by and among THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC. as Borrower,

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