FABRI CENTERS OF AMERICA INC, 8-K, 1994-10-17

FABRI CENTERS OF AMERICA INC
8-K, 1994-10-17
MISCELLANEOUS SHOPPING GOODS STORES

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 2, 1994
-----------------

FABRI-CENTERS OF AMERICA, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)

Ohio 1-6695 34-0720629
- - -----------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)

5555 Darrow Road, Hudson, Ohio 44236
- - -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (216) 656-2600
--------------

(Former name or former address, if changed since last report) Not applicable
--------------

The Exhibit Index is located on sequential page 5.

Sequential Page 1 of 196
<PAGE> 2

Item 2. ACQUISITION OR DISPOSITION OF ASSETS
------------------------------------
On October 2, 1994 ("Closing Date"), Fabri-Centers of America, Inc. (the
"Company") acquired substantially all the assets and assumed approximately $35
million in liabilities of Cloth World, Inc. and its subsidiaries ("Cloth
World)", a division of Brown Group, Inc. The cash portion of the purchase
price paid on the Closing Date was $62 million, financed through an existing
credit facility, and is subject to post-closing adjustments based on the Net
LIFO Book Value (as defined in the Asset Purchase Agreement) as of the Closing
Date.

Cloth World's principal business is conducted in the retail fabric industry
through specialty fabric stores which sell a wide variety of fashion and
decorator fabrics, notions, patterns and sewing machines and accessories.
Cloth World operates 343 retail stores in 26 states, with a concentration in
the southern half of the United States. The Company intends to remodel the
Cloth World stores in order to broaden their product mix to include merchandise
currently available at the Company's existing stores. Most of the Cloth World
stores will retain the Cloth World name.

Item 5. OTHER EVENTS
------------
(a) The Company established a new three-year revolving credit facility with
a group of eight banks, under which the Company may borrow up to $200
million.

(b) In connection with the acquisition of Cloth World, the Company
announced that Donald L. Richey had been elected Executive Vice
President and Chief Operating Officer of the Company effective
October 2, 1994. Mr. Richey had served as President of Cloth World
for the four years prior to its acquisition by the Company.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(a) Financial statements of business acquired

It is impracticable to provide the required financial statements of
Cloth World, Inc. at the time of filing this report on Form 8-K.
The required financial statements will be filed not later than
December 16, 1994.

(b) Pro forma financial information

It is impracticable to provide the required pro forma financial
information with

Page 2 of 196
<PAGE> 3
respect to the Cloth World acquisition at the time of filing this report on
Form 8-K. The required pro forma financial information will be filed not
later than December 16, 1994.

See the Exhibit Index at sequential page 5 of this report.

Page 3 of 196
<PAGE> 4
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

FABRI-CENTERS OF AMERICA, INC.

DATE: October 14, 1994 /s/ Alan Rosskamm
------------------------
BY: Alan Rosskamm
Chairman, President and Chief
Executive Officer

/s/ Robert Norton
------------------------
BY: Robert Norton
Vice Chairman and Chief Financial
Officer

Page 4 of 196
<PAGE> 5
FABRI-CENTERS OF AMERICA, INC.

FORM 8-K CURRENT REPORT

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION PAGE NO.
- - ----------- ------------ --------
2 Asset Purchase Agreement among Fabri-Centers of 6
America, Inc., FCA of Ohio, Inc., Brown Group, Inc.
and Cloth World, Inc. dated August 24, 1994

10(a) Credit Agreement dated as of September 30, 1994 88
among Fabri-Centers of America, Inc. as Borrower,
The Banks Which are Signatories Thereto and Society
National Bank, as Agent

10(b) Restated Employment Agreement between Robert L. 189
Norton and Fabri-Centers of America, Inc., dated
April 22, 1994

Page 5 of 196

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EXHIBIT 2
---------

ASSET PURCHASE AGREEMENT

AMONG

FABRI-CENTERS OF AMERICA, INC.
FCA OF OHIO, INC.,
BROWN GROUP, INC.
AND
CLOTH WORLD, INC.

Dated as of August 24, 1994

Page 6 of 196
<PAGE> 2
<TABLE>
TABLE OF CONTENTS

<S> <C>
1. SALE AND PURCHASE OF ACQUIRED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 ACQUIRED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 RETAINED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2. ASSUMED AND RETAINED LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 RETAINED LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3. CONSIDERATION FOR THE ACQUIRED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.2 CLOSING DATE STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.3 INVENTORY COUNT; VALUATION AND OBSOLESCENCE RESERVE . . . . . . . . . . . . . . . . . . . . . . . 9
3.4 PRORATED CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.5 REVIEW OF CLOSING DATE STATEMENT; RESOLUTION OF ANY DISPUTE . . . . . . . . . . . . . . . . . . . 10
3.6 PURCHASE PRICE ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

4. REPRESENTATIONS AND WARRANTIES OF BROWN GROUP AND CLOTH WORLD . . . . . . . . . . . . . . . . . . . . 11
4.1 ORGANIZATION OF BROWN GROUP AND CLOTH WORLD . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.3 AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 NO VIOLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.5 FINANCIAL STATEMENTS; ACCOUNTING CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.6 NO MATERIAL ADVERSE CHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.8 ACTIONS SINCE JANUARY 29, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.9 INVENTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.10 TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.11 REAL PROPERTY, INCLUDING STORE LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.12 PERSONAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.13 PROPRIETARY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.14 CONTRACTS AND COMMITMENTS; ARRANGEMENTS REGARDING PATTERNS . . . . . . . . . . . . . . . . . . . 18
4.15 COMPLETENESS OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.16 EMPLOYEE BENEFIT PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.17 LABOR MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.18 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.19 WORKERS' COMPENSATION CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.20 PERMITS, LICENSES, AND AUTHORIZATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.21 COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.22 ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.23 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.24 SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.25 FINDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5. REPRESENTATIONS AND WARRANTIES OF FABRI-CENTERS AND FCA OHIO . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

Page 7 of 196
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<TABLE>
<S> <C>
5.1 ORGANIZATION OF FABRI-CENTERS AND FCA OHIO . . . . . . . . . . . . . . . . . . . . 24
5.2 AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.3 NO VIOLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.4 FINDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

6. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.1 OPERATION OF THE BUSINESS PRIOR TO THE TIME OF CLOSING . . . . . . . . . . . . . . 25
6.2 ACCESS TO PREMISES AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3 TRAINING OF PERSONNEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.4 HSR ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.5 EFFORTS TO SATISFY CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . 27
6.6 STORE LEASE CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.7 DIVESTITURE OF ANY STORES REQUIRED TO OBTAIN GOVERNMENTAL APPROVALS . . . . . . . 29
6.8 SEVERANCE OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.9 OVERALL LIMITATION ON SELLERS' OBLIGATIONS FOR CAPPED LIABILITIES . . . . . . . . 31
6.10 ENVIRONMENTAL AUDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.11 TRANSITION SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

7. CONDITIONS PRECEDENT TO OBLIGATION OF FABRI-CENTERS AND FCA OHIO . . . . . . . . . . . 33
7.1 PERFORMANCE OF AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.2 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.3 NO MATERIAL ADVERSE CHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.4 DUE DILIGENCE CONDITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.5 FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.6 NO INJUNCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.7 HSR ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.8 OTHER THIRD-PARTY CONSENTS AND GOVERNMENTAL APPROVALS . . . . . . . . . . . . . . 34
7.9 DOCUMENTS DELIVERED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

8. CONDITIONS TO OBLIGATION OF BROWN GROUP AND CLOTH WORLD . . . . . . . . . . . . . . . 34
8.1 PERFORMANCE OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.2 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.3 NO INJUNCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.4 HSR ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.5 GOVERNMENTAL APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.6 DOCUMENTS DELIVERED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

9. THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.1 TIME AND LOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.2 DELIVERIES BY BROWN GROUP AND CLOTH WORLD . . . . . . . . . . . . . . . . . . . . 35
9.3 DELIVERIES BY FABRI-CENTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.4 FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

10. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

Page 8 of 196
<PAGE> 4
<TABLE>
<S> <C>
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION . . . . . . . . . . . . . . . . . 38
11.1 SURVIVAL OF COVENANTS, REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION . . . . . . . . . . 38
11.2 INDEMNIFICATION BY BROWN GROUP AND CLOTH WORLD . . . . . . . . . . . . . . . . . . . . . . 39
11.3 INDEMNIFICATION BY FABRI-CENTERS AND FCA OHIO . . . . . . . . . . . . . . . . . . . . . . . 39
11.4 NOTICE AND DEFENSE OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
11.5 DEDUCTIBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

12. COVENANT NOT TO COMPETE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

13. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.1 WAIVER OF COMPLIANCE WITH BULK SALES LAWS . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.2 EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.3 WAIVER AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.4 ENTIRE AGREEMENT; NO RIGHTS OR REMEDIES TO OTHER PERSONS . . . . . . . . . . . . . . . . . 41
13.5 ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.6 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.7 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.8 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.9 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.10 SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.11 PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

14. GENERAL PROVISIONS OF GLOBAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . 43

15. PARENT GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

INDEX OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

LIST OF SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

LIST OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

iii

Page 9 of 196
<PAGE> 5
ASSET PURCHASE AGREEMENT

THIS AGREEMENT, dated as of August 24, 1994, is among FABRI-CENTERS OF
AMERICA, INC., an Ohio corporation ("Fabri-Centers"), FCA OF OHIO, INC., an
Ohio corporation [("FCA Ohio") and, together with Fabri-Centers, sometimes
referred to herein individually and collectively as the "Buyers")], BROWN
GROUP, INC., a New York corporation ("Brown Group"), and CLOTH WORLD, INC., a
Missouri corporation [("Cloth World") and, together with Brown Group, sometimes
referred to herein individually and collectively as the "Sellers"].

Cloth World and the Subsidiaries (as defined in Section 4.1) operate a chain
of retail fabric stores (the "Stores") that sell craft, home decorating, and
sewing fabrics and notions, along with patterns and sewing machines (the
"Business"). Brown Group owns all of the outstanding capital stock of Cloth
World, and Fabri-Centers owns all of the outstanding capital stock of FCA Ohio.
Brown Group and Cloth World desire to sell, and Fabri-Centers and FCA Ohio
desire to purchase, substantially all of the assets and rights of Cloth World
and the Subsidiaries upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the payments provided for and the
covenants contained in this Agreement, the parties agree as follows:

1. SALE AND PURCHASE OF ACQUIRED ASSETS

1.1 ACQUIRED ASSETS. Subject to the conditions set forth in this
Agreement, at the Time of Closing (as defined in Section 9.1), Brown Group will
cause Cloth World and the Subsidiaries to sell and transfer to FCA Ohio, and
Fabri-Centers will cause FCA Ohio to purchase from Cloth World and the
Subsidiaries, and timely to pay Cloth World the full consideration (as
hereinafter defined) therefor, all right, title, and interest of Cloth World
and the Subsidiaries at the Time of Closing in and to the following assets and
rights (collectively, the "Acquired Assets"):

(a) FURNITURE, FIXTURES, EQUIPMENT, AND TANGIBLE PERSONAL PROPERTY. All of
the tangible personal property located at the Warehouse (as defined in
Section 1.1(b)), including fixtures, machinery, equipment, furniture, and
supplies, and all of the fixtures, supplies, and other tangible personal
property (other than Inventory, as defined in Section 1.1(b)) relating to the
Stores or the Business,

Page 10 of 196
<PAGE> 6
including but not limited to all such tangible personal property (i)
located at the Stores or (ii) identified on the Tangible Personal Property
List attached to this Agreement as Schedule 1.1(a).

(b) INVENTORY. All merchandise inventory, except consignment merchandise,
(i) located at the Stores, (ii) located at the Cloth World's warehouse at
Amarillo, Texas (the "Warehouse") and held for delivery to and use or sale at
the Stores, or (iii) in transit from the Warehouse to the Stores (the
"Inventory").

(c) REAL PROPERTY; STORE LEASES. All rights and interest (i) in and to the
real property owned in fee by Cloth World or any of the Subsidiaries, used in
the Business, and identified on the Owned Real Property List attached to this
Agreement as Schedule 1.1(c)(i) (the "Owned Real Property") and (ii) subject
to Section 6.6 and to the extent assignable, all rights and interests under
leases for the Stores and other agreements with respect to the use of the
Stores or other real property identified on the Store Lease List attached to
this Agreement as Schedule 1.1(c)(ii) (the "Store Leases").

(d) PERSONAL PROPERTY LEASES AND EXECUTORY CONTRACTS. To the extent
assignable, all rights and interests under (i) the leases of personal
property identified on the Personal Property Lease List attached to this
Agreement as Schedule 1.1(d)(i) (the "Personal Property Leases"), (ii) the
executory contracts identified on the Executory Contract List attached to
this Agreement as Schedule 1.1(d)(ii) (the "Executory Contracts"), and (iii)
all open purchase orders for merchandise inventory to be used or sold at the
Stores that are entered into in the ordinary course of the Business.

(e) SECURITY AND OTHER DEPOSITS. All security, vendor, utility, and other
deposits and prepaid items or expenses relating to the Stores or the
Business, including but not limited to the items identified on the Security
and Other Deposits List attached to this Agreement as Schedule 1.1(e).

(f) PERMITS. To the extent assignable, all permits, licenses, and other
authorizations issued by any government or governmental agency or
instrumentality, whether federal, state, or local ("Governmental Entity")
that are held by Brown Group,

Page 11 of 196
<PAGE> 7
Cloth World, or any of the Subsidiaries and used in the Stores or the
Business, and all applications therefore, including but not limited to the
items identified on the Permit List attached to this Agreement as Schedule
1.1(f) (the "Permits") (the foregoing notwithstanding, Schedule 1.1(f) may
be supplemented at any time prior to the Time of Closing in order to
identify such permits).

(g) TRADE NAME, TRADEMARKS, COPYRIGHTS, AND OTHER PROPRIETARY RIGHTS. All
trade names, trademarks, copyrights, logos, customer lists, and other
proprietary rights, together with associated goodwill, and all applications
therefor that are held by Brown Group, Cloth World, or any of the
Subsidiaries and used in the Stores or the Business, including the items
identified on the Proprietary Rights List attached to this Agreement as
Schedule 1.1(g) (the "Proprietary Rights"). As soon as practicable after the
Time of Closing, Cloth World will change its name to another name that does
not contain the words "Cloth" or "World."

(h) NOTES, VENDOR ACCOUNTS, AND OTHER ACCOUNTS RECEIVABLE. All notes,
vendor accounts, and other accounts receivable (although no representation or
warranty is made in this Agreement as to the collectability of accounts
receivable) relating to the Stores or the Business (excluding any
intercompany accounts receivable owned by Cloth World or any of the
Subsidiaries), but only to the extent reflected in the Closing Date Statement
and supported by a list showing the amount due from each debtor.

(i) CASH IN REGISTERS. $500 in cash per Store, which will be left in the
cash registers or store safes in each Store at the Time of Closing (the "Cash
in Registers").

(j) BOOKS AND RECORDS. A true and correct copy of all books and records
relating to the Stores and the Business; Brown Group and Cloth World may
retain the originals of any such books and records needed for the preparation
of financial reports or tax returns.

(k) OTHER ASSETS. All other assets the book value of which is included in
the Closing Date Statement (as defined in Section 3.2).

1.2 NO WARRANTIES. THE ACQUIRED ASSETS ARE BEING SOLD "AS IS" AND "WHERE
IS," AND THERE ARE NO WARRANTIES OF

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<PAGE> 8
MERCHANTABILITY, FITNESS, OR OF ANY OTHER KIND WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, BEING MADE OR GIVEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

1.3 RETAINED ASSETS. Notwithstanding the foregoing, the following assets
(the "Retained Assets") will be retained by Brown Group and Cloth World and not
included in the transferred assets:

(a) CASH AND CASH EQUIVALENTS. Except for the Cash
in Registers, all cash-on-hand, deposits in bank accounts, and other
cash equivalents of Brown Group and Cloth World.

(b) WAREHOUSE AND EXECUTIVE OFFICES; ASSETS RELATING
TO WAREHOUSE AND EXECUTIVE OFFICES. The Warehouse and executive
offices of Brown Group and Cloth World and all assets located at the
Warehouse, other than tangible personal property referred to in
Section 1.1(a) and Inventory held there for delivery to and use or
sale at the Stores.

(c) INTERCOMPANY RECEIVABLES. All accounts
receivable, if any, owed by Brown Group or any affiliates of Brown
Group to Cloth World or any of the Subsidiaries.

(d) REMEDIATION PROPERTY. Any Remediation Property
that FCA Ohio elects to exclude from the Acquired Assets pursuant to
Section 6.10.

(e) ASSETS AND RIGHTS OF BROWN GROUP RELATED TO
OTHER OPERATIONS. All assets and rights of Brown Group that are
related to operations other than the Business and are not used in the
Business; and all programs, data, and other software that are used in
the operations of Brown Group, irrespective of whether heretofore used
in the Business. Brown Group will, to the extent it may lawfully do
so, provide Fabri-Centers with copies of all such programs, data, and
other software used in the Business, together with copies of related
source code and documentation; Brown Group will also reasonably assist
Fabri-Centers in obtaining any third-party consent required for the
use of such programs, data, or other software by Fabri-Centers.

(f) SPECIFIED ITEMS. The items specifically
identified on the Retained Assets List attached to this Agreement as
Schedule 1.3(f).

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2. ASSUMED AND RETAINED LIABILITIES

2.1 ASSUMPTION OF LIABILITIES. From and after the
Time of Closing, Fabri-Centers will cause FCA Ohio to assume and agree to pay
and discharge, to satisfy in full without any recourse to Sellers, and to hold
Sellers harmless and indemnify Sellers from and against, all the following
liabilities and obligations (the "Assumed Liabilities"):

(a) STORE LEASES. All liabilities and obligations
of Brown Group and Cloth World arising after the Time of Closing under
the Store Leases assigned to FCA Ohio pursuant to Section 1.1(c).

(b) PERSONAL PROPERTY LEASES AND EXECUTORY CONTRACTS.
Subject to Section 2.2(a), any and all liabilities and obligations of
Brown Group and Cloth World arising after the Time of Closing under
the Personal Property Leases and the Executory Contracts.

(c) ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
REFLECTED IN CLOSING DATE STATEMENT. All accounts payable, expenses,
and other current liabilities (other than intercompany accounts
payable) arising out of the normal operation of the Stores, but only
to the extent reflected in the Closing Date Statement and supported by
a list showing the amount owed to each creditor.

(d) LIABILITY FOR PRODUCT RETURNS. All liability
for product returns attributable to products sold by Cloth World or
the Subsidiaries before the Time of Closing, but only to the extent of
the return allowance reflected in the Closing Date Statement.

(e) CERTAIN LIABILITIES AS EMPLOYER. All
liabilities to employees of Sellers or any of the Subsidiaries who are
hired by Fabri-Centers or FCA Ohio within six months after the Time of
Closing ("Hired Employees"), including without limitation liability to
provide wages, salary, bonuses, or vacation or holiday pay, but only
to the extent reflected in the Closing Date Statement and supported by
a list showing the amount owed to or accrued for each employee.

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the generality of the foregoing, such assumed liabilities will
include all liabilities of Cloth World or any of the Subsidiaries, or
of Buyers, under any Store Leases, Personal Property Leases, or
Executory Contracts included in the Assumed Liabilities that (i)
arise and become payable after the Time of Closing or (ii) result from
a breach or other negligent or wrongful acts or omissions by Buyers
after the Time of Closing.

(g) LIABILITIES INCLUDED ON THE CLOSING DATE
STATEMENT. All liabilities included in the Closing Date Statement
that are supported by lists or schedules.

2.2 RETAINED LIABILITIES. Notwithstanding the
foregoing, neither Fabri-Centers nor FCA Ohio will assume or otherwise be
responsible to third parties for any of the following liabilities and
obligations (the "Retained Liabilities") and none of the Retained Liabilities
will be included on the Closing Date Statement:

(a) CERTAIN LIABILITIES UNDER LEASES, CONTRACTS,
PERMITS, OR LICENSES. All liabilities of Cloth World or any of the
Subsidiaries under any lease, contract, permit, or license to which it
is a party or by which it is bound, including but not limited to the
Store Leases, Personal Property Leases, or Executory Contracts, that
(i) arise and become payable before the Time of Closing or (ii) result
from a breach or other negligent or wrongful acts or omissions by
Brown Group, Cloth World, or any of the Subsidiaries before the Time
of Closing.

(b) TAX LIABILITIES. All federal, state, and local
tax liabilities, including income, payroll and withholding, sales,
use, ad valorem, transfer, franchise, license, excise, property,
environmental, or windfall profit tax, custom, duty, or other
governmental fee, assessment, or charge (collectively, "Taxes") of
Brown Group, Cloth World, or any of the Subsidiaries attributable to
periods prior to the Time of Closing or, with respect to personal
property Taxes, as to which the lien date has occurred prior to the
Time of Closing. For purposes of this Agreement, the term "Taxes"
includes all Tax liabilities that might be imposed on Cloth World or
any of the Subsidiaries by reason of their membership in an
affiliated, consolidated, combined, or unitary group.

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(c) OBLIGATIONS TO DONALD RICHEY AND WAREHOUSE
EMPLOYEES. Any and all obligations and liabilities arising prior to
the Time of Closing that Sellers may have to Mr. Donald Richey and to
employees of Sellers at the Warehouse (other than the manager of the
Warehouse), including any obligation to provide severance pay or other
benefits following termination of employment or the sale of the
Business.

(d) CERTAIN OBLIGATIONS AND LIABILITIES AS EMPLOYER.
All liabilities, arising or attributable to events occurring prior to
the Time of Closing, to current or former employees of Cloth World or
any of the Subsidiaries, including Hired Employees (i) to provide sick
pay, disability benefits, profit sharing, pension, health insurance,
or other benefits not specifically referred to in Section 2.1 with
respect to the employment of any person by Brown Group, Cloth World,
or any of the Subsidiaries, including but not limited to benefits
arising under any Employee Plans (as defined in Section 4.16(a)), or
(ii) for workers' compensation claims, premiums, or retroactive
premium adjustments attributable to events occurring or conditions
existing prior to the Time of Closing. All obligations to current or
former employees of Cloth World or any of the Subsidiaries (other than
Hired Employees), their spouses, former spouses, dependents, and
former dependents to provide continuation coverage required by Part 6
of Subtitle B of Title I of the Employee Retirement Income Security
Act of 1964, as amended ("ERISA"), or Section 4980B of the Internal
Revenue Code of 1986, as amended (the "Code"; these provisions are
collectively referred to as "COBRA").

(e) VIOLATION OF LAW. All liabilities of Cloth
World or any of the Subsidiaries for a violation of law occurring
prior to the Time of Closing, including but not limited to any
violation of laws relating to employment practices, terms and
conditions of employment, wages and hours, nondiscrimination in
employment, and sexual harassment.

(f) LITIGATION AND CLAIMS. All liabilities with
respect to litigation and claims against Cloth World or any of the
Subsidiaries attributable to events occurring or conditions existing
prior to the Time of Closing.

(g) INTERCOMPANY ACCOUNTS PAYABLE. All liabilities
with respect to accounts payable, if any,

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owed by Cloth World or any of the Subsidiaries to Brown Group or any
affiliates of Brown Group.

(h) LIABILITIES NOT RELATED TO BUSINESS. All
liabilities or obligations that are not related to the operation of
the Stores or the Business.

(i) LIABILITIES NOT INCLUDED IN CLOSING DATE
STATEMENT. Any liabilities not included in the Closing Date
Statement.

3. CONSIDERATION FOR THE ACQUIRED ASSETS

3.1 CONSIDERATION. As consideration for the
Acquired Assets and the covenant not to compete in Section 12, Fabri-Centers
will cause FCA Ohio to assume and agree to pay and discharge, to satisfy in
full without any recourse to Sellers, and to hold Sellers harmless and
indemnify Sellers from and against, the Assumed Liabilities and pay Cloth World
cash in an amount equal to the Net LIFO Book Value of Cloth World and the
Subsidiaries as of the Time of Closing (as defined in Section 3.6). To this
end, at the Time of Closing, Fabri-Centers will cause FCA Ohio to assume the
Assumed Liabilities and to:

(a) Pay to Cloth World $61,000,000 by delivery
of a bank check drawn on a bank in St. Louis, Missouri; and

(b) Deposit $1,000,000 with a bank in St. Louis,
Missouri that is reasonably satisfactory to both parties, as Escrow
Agent (the "Escrow Agent"), pursuant to an Escrow Agreement
substantially in the form attached to this Agreement as Exhibit
3.1(b).

The amount payable under clause (a) will be reconciled with the Net LIFO Book
Value as of the Time of Closing in accordance with Sections 3.2 through 3.6.
The consideration, as adjusted, will be allocated among the Acquired Assets and
the covenant not to compete on the basis set forth in the Allocation Schedule
attached to this Agreement as Schedule 3.1.

3.2 CLOSING DATE STATEMENT. As soon as practicable
following the Time of Closing (and in no event later that 60 days following the
Time of Closing), Brown Group will cause to be prepared and deliver to
Fabri-Centers an audited consolidated balance sheet of Cloth World and the
Subsidiaries as of the Time of Closing (the "Closing Date Statement"), as well
as audited consolidated statements of earnings and cash flows of Cloth World
and the Subsidiaries for the period from January 29, 1994 to the Time of
Closing. These financial statements will be audited by Ernst & Young, a
nationally recognized firm of

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certified public accountants; Ernst & Young will not, however, be required to
sign its audit report until after the resolution of any dispute pursuant to
Section 3.5. Fabri-Centers' representatives will be consulted with respect to
the planning and scope of the audit. The Closing Date Statement will be based
upon the books and records of Brown Group and Cloth World and prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with the audited consolidated balance sheet of Cloth World and the
Subsidiaries as of January 29, 1994 (the "January 1994 Balance Sheet"), except
that (a) the value of Inventory will be determined on a LIFO basis in
accordance with Section 3.3, (b) the amount of accruals for prorated charges
will be determined in accordance with Section 3.4, and (c) Retained Assets and
Retained Liabilities will be excluded. Brown Group will provide Fabri-Centers
with sufficient detail to enable Fabri-Centers to reconcile the Schedules used
in delineating the Acquired Assets, Retained Assets, Assumed Liabilities, and
Retained Liabilities (e.g., the Tangible Personal Property List, Owned Real
Property List, Personal Property Lease List, Security and Other Deposits List,
Proprietary Rights List, and Retained Assets List) with the Closing Date
Statement.

3.3 INVENTORY COUNT; VALUATION AND OBSOLESCENCE
RESERVE. Brown Group will take a physical count of the Inventory in all stores
and the Warehouse (except for stores already counted subsequent to May 20,
1994) in accordance with the Inventory Instructions attached to this Agreement
as Schedule 3.3(a). Fabri-Center's representatives will be permitted to
observe and perform reasonable testing of the count. The count of the
Inventory will occur during the period from the date of this Agreement through
October 1, 1994. The method for valuing the Inventory (using the LIFO method
of accounting) and determining the amount of the obsolescence reserve will be
in accordance with the past practices and procedures of Cloth World as
illustrated in the Inventory Materials attached to this Agreement as Schedule
3.3(b).

3.4 PRORATED CHARGES. All rent (including
percentage rent), common area charges, utility charges, fuel charges, and other
obligations under the Store Leases, Personal Property Leases, and Executory
Contracts will be prorated as of the Time of Closing (the "Prorated Charges")
and reflected in the Closing Date Statement and supported by a list showing the
amount owed under each of the Store Leases, Personal Property Leases, and
Executory Contracts. The accrual for the percentage rent, if any, due under
each Store Lease will be determined by multiplying (a) a fraction, the
numerator of which is the gross sales for the Store from the first day of the
current lease year to the Time of Closing and the denominator of which is the
projected annual gross sales at that Store for the current lease year, by (b)
the

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<PAGE> 14
total projected percentage rent for the current lease year under the Store
Lease. The projected annual gross sales and the projected percentage rent for
the current lease year under each Store Lease will be delivered to Buyers at
the Time of Closing.

3.5 REVIEW OF CLOSING DATE STATEMENT; RESOLUTION OF
ANY DISPUTE. Following receipt of the Closing Date Statement, Fabri-Centers
will be afforded a period of 30 days to review the Closing Date Statement and
to complete a review of any work papers prepared in connection with the
preparation or audit of the Closing Date Statement. At or before the end of
the 30-day review period, Fabri-Centers will either (a) accept the Closing Date
Statement in its entirety or (b) deliver to Brown Group written notice
identifying the items in the Closing Date Statement that Fabri-Centers
disputes. If Fabri-Centers does not deliver any such written notice within the
30-day review period, Fabri-Centers will be deemed to have accepted the
Closing Date Statement. Within a period of 14 days from the end of the 30-day
review period, the parties will attempt in good faith to resolve any disputed
items. If they are unable to do so, the remaining disputed items will be
referred to the St. Louis, Missouri offices of Price Waterhouse, a nationally
recognized firm of certified public accountants, for resolution. The parties
will share equally the cost of the certified public accountants. The book
value of the disputed items, as determined by the certified public accountants,
will be binding on the parties.

3.6 PURCHASE PRICE ADJUSTMENT. If the consolidated
net book value of Cloth World and the Subsidiaries shown in the Closing Date
Statement, after the resolution of any dispute pursuant to Section 3.5, (the
"Net LIFO Book Value") is less than $62,000,000, FCA Ohio will have the right
to recover, from funds on deposit with the Escrow Agent, the amount by which
$62,000,000 exceeds the Net LIFO Book Value, together with interest. To the
extent that the funds on deposit with the Escrow Agent are not sufficient to
pay the full amount due to FCA Ohio, Cloth World will pay the balance due to
FCA Ohio, together with interest. If the Net LIFO Book Value is more than
$62,000,000, FCA Ohio will pay to Cloth World the amount by which the Net LIFO
Book Value exceeds $62,000,000, together with interest, and all funds on
deposit with the Escrow Agent will be remitted to Cloth World. Interest will
accrue, from the Time of Closing to the date of payment, at a rate equal to the
average monthly LIBOR plus 75 basis points. Any such payment will be payable
by check delivered within 5 business days after (a) the acceptance by
Fabri-Centers of the Closing Date Statement or (b) the resolution of any
dispute pursuant to Section 3.5, as the case may be.

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<PAGE> 15
4. REPRESENTATIONS AND WARRANTIES OF BROWN GROUP AND CLOTH WORLD

Brown Group and Cloth World represent and warrant to Fabri-Centers and FCA Ohio
as follows:

4.1 ORGANIZATION OF BROWN GROUP AND CLOTH WORLD.
Brown Group and Cloth World are corporations duly organized, validly existing,
and in good standing under the laws of the States of New York and Missouri,
respectively. Cloth World is qualified to do business as a foreign corporation
in each jurisdiction where it is required to be qualified.

4.2 SUBSIDIARIES. Brown Group does not own,
directly or indirectly, equity securities of any corporation, partnership, or
other organization engaged in the Business other than those identified on
Section 4.2 of the Disclosure Schedule attached to this Agreement as Schedule 4
(the "Subsidiaries"). Each of the Subsidiaries is a corporation or partnership
duly organized, validly existing, and in good standing under the laws of the
state in which it is organized. Each of the Subsidiaries is qualified to do
business as a foreign corporation or partnership in each jurisdiction where it
is required to be qualified.

4.3 AUTHORITY. Brown Group and Cloth World have
sufficient corporate power to enter into and perform their obligations under
this Agreement. The execution, delivery, and performance of this Agreement by
Brown Group and Cloth World have been duly authorized by all necessary
corporate action on their part. Assuming the due authorization, execution, and
delivery of this Agreement by Fabri-Centers and FCA Ohio, this Agreement is a
valid and binding obligation of Brown Group and Cloth World enforceable against
them in accordance with its terms.

4.4 NO VIOLATION. The execution and delivery of
this Agreement by Brown Group and Cloth World do not, and the performance by
Brown Group and Cloth World of their obligations under this Agreement will not,
result in any violation of or default under, or give rise to a right of
modification, termination, or acceleration of any obligation under, any
provision of the charter or bylaws of Brown Group, Cloth World, or any of the
Subsidiaries; of any loan or credit agreement, note, bond, mortgage, indenture,
lease, or other agreement or instrument to which Brown Group, Cloth World, or
any of the Subsidiaries is a party (including but not limited to any Store
Lease, Personal Property Lease, or Executory Contract); of any permit, license,
judgment, order, or decree by which Brown Group, Cloth World, or any of the
Subsidiaries is bound; or of any applicable statute, ordinance, rule, or
regulation which relates

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to the Business; except, in each case, for matters set forth in Section 4.4 of
the Disclosure Schedule. No authorization, consent, or approval of, or filing
with, any Governmental Entity is necessary for the performance by Brown Group
of its obligations under this Agreement, except (a) as set forth in Section 4.4
of the Disclosure Schedule and (b) for compliance with the Hart-Scott-Rodino
Antitrust Improvements Act of 1966, as amended (the "HSR Act").

4.5 FINANCIAL STATEMENTS; ACCOUNTING CONTROLS.

(a) The consolidated balance sheets of Cloth World
and the Subsidiaries as of July 30, 1994, January 29, 1994 and January 30,
1993, the consolidated statements of earnings and cash flows of Cloth World and
the Subsidiaries for the 6-month periods ended July 30, 1994 and July 31, 1993
and for the 12-month periods ended January 29, 1994, January 30, 1993, and
February 1, 1992, all of which are included in Section 4.5 of the Disclosure
Schedule, have been prepared in accordance with generally accepted accounting
principles, except for the omission of footnotes, applied on a basis consistent
with prior periods and fairly present the consolidated financial position and
consolidated results of operations of Cloth World and the Subsidiaries at the
dates and for the periods indicated, subject in the case of the interim
financial statements to normal year-end audit adjustments. As soon as
practicable after the Time of Closing (and in no event later than 60 days after
the Time of Closing), Brown Group will provide Fabri-Centers with audited
consolidated financial statements of Cloth World and the Subsidiaries that meet
the requirements of Item 7(a) of Form 8-K under the Securities Exchange Act of
1934, as amended.

(b) Brown Group, Cloth World, and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that, with respect to Cloth World and the Subsidiaries,
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

4.6 NO MATERIAL ADVERSE CHANGE. There has been no
material adverse change in the consolidated financial condition, the
consolidated results of operations, or the Business of Cloth World and the
Subsidiaries since January 29, 1994.

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4.7 NO UNDISCLOSED LIABILITIES. Neither Cloth World
nor any of the Subsidiaries has any liabilities, fixed or contingent, other
than:

(a) Insured liabilities;

(b) Liabilities fully shown or reserved against in
the January 1994 Balance Sheet;

(c) Current liabilities, not unusual in nature or
amount, incurred in the ordinary course of business by Cloth World or
the Subsidiaries since January 29, 1994; and

(d) Contingent liabilities (other than those
required to be accrued by a charge to income or disclosed in footnotes
to financial statements under generally accepted accounting
principles) based on unasserted claims presently unknown to the
Buyers, but with respect to which Buyers would have meritorious
defenses.

4.8 ACTIONS SINCE JANUARY 29, 1994. Except as
disclosed in Section 4.8 of the Disclosure Schedule, since January 29, 1994
neither Cloth World nor any of the Subsidiaries has:

(a) Incurred any material obligations or
liabilities, other than obligations or liabilities incurred in the
ordinary course of business and not unusual in nature or amount.

(b) Sold or transferred any of material assets,
other than the sale of Inventory in the ordinary course of business,
or waived any rights of material value.

(d) Entered into or modified any material contracts
or arrangements with suppliers, including but not limited to suppliers
of patterns, not in the ordinary course of business.

(e) Mortgaged, pledged, or subjected to lien or
other encumbrance any Real Property (as defined in Section 4.12) or
material personal property.

(f) Acquired, merged with or into, or consolidated
with any other business.

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(g) Made capital expenditures in excess of $50,000
for any one project (the foregoing notwithstanding, Section 4.8 of the
Disclosure Schedule may be supplemented at any time prior to the Time
of Closing in order to identify any such capital expenditures).

(h) Entered into any other material transaction
other than in the ordinary course of business.

(i) Entered into an agreement or other commitment to
do any of the foregoing.

4.9 INVENTORY. The Inventory reflected in the
January 1994 Balance Sheet has been counted and valued in a manner consistent
with the Inventory Instructions and the past practices and procedures of Cloth
World as illustrated in the Inventory Materials attached to this Agreement as
Schedule 3.3(b).

4.10 TAX MATTERS.

(a) Section 4.10 of the Disclosure Schedule sets
forth a list of the states and other jurisdictions in which returns or reports
(including informational returns and reports) are required to be filed with any
governmental authority responsible for the imposition of any Taxes (a "Taxing
Authority") by or on behalf of Cloth World or any of the Subsidiaries
("Returns").

(b) Except as set forth in Section 4.10 of the
Disclosure Schedule, (i) there are not now and will not be at the Time of
Closing any grounds for the assertion or assessment of any Taxes against
Fabri-Centers or FCA Ohio as successors to the Business, and neither
Fabri-Centers nor FCA Ohio will incur any liability for such Taxes, except to
the extent of any reserve therefor in the Closing Date Statement, (ii) there
are not now and will not be at the Time of Closing any grounds for the
imposition of any lien on the Acquired Assets, except for liens in respect of
Taxes reserved against in the Closing Date Statement, (iii) the Acquired Assets
are not now and will not be at the Time of Closing encumbered by any lien
arising out of unpaid Taxes, other than liens for Taxes for which payment is
not yet required, and (iv) there is no action or proceeding or unresolved claim
for assessment or collection pending or threatened by, or present or expected
dispute with, any governmental authority for the assessment or collection from
Brown Group, Cloth World, or any of the Subsidiaries of any Taxes that could
result in the assertion or assessment of Taxes against Fabri-Centers or FCA
Ohio as successors to the Business or in the

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<PAGE> 19
imposition of any lien on the Acquired Assets, and (iv) there is no extension
or waiver of the period for the assertion or collection of any Taxes against
Brown Group, Cloth World, or any of the Subsidiaries that could result in the
assertion or assessment of Taxes against Fabri-Centers or FCA Ohio as
successors to the Business or in the imposition of any lien on the Acquired
Assets.

4.11 REAL PROPERTY, INCLUDING STORE LEASES.

(a) Except as set forth in Section 4.11 of the
Disclosure Schedule, Cloth World and the Subsidiaries do not own or lease any
real property other than the Owned Real Property and the Store Leases. Cloth
World and the Subsidiaries are in possession of the Owned Real Property and the
Store Leases (collectively, the "Real Property") and have (i) good and
marketable title to the Owned Real Property and (ii) have good, valid, and
subsisting leaseholds as to the Store Leases, in each case free and clear of
all mortgages, security interests, title defects, pledges, liens, charges,
encumbrances, easements, and rights-of-way other than (A) as noted in such
Store Leases, (B) taxes and assessments, both general and special, that are a
lien but not yet due and payable, (C) the specific exceptions identified in
Section 4.11 of the Disclosure Schedule, and (D) such other and additional
liens, defects, charges, restrictions, impairments, and the like which do not,
individually or in the aggregate, materially impair the value of the Real
Property or use of the Real Property in the Business as presently and
ordinarily conducted.

(b) Section 4.11 of the Disclosure Schedule contains
a table or schedule specifying the rent (including percentage rent), term, and
renewal term or terms of each of the Store Leases. Section 4.11 of the
Disclosure Schedule also identifies each of the Store Leases that (i) requires
the consent of the landlord or any other party for the completion of the
transactions contemplated by this Agreement, including but not limited to
consent for an assignment of the Store Lease or a change in control ("Store
Lease Consents"), or (ii) contains a "radius clause" or similar restriction
that, following the completion of the transactions contemplated by the
Agreement, could be violated by, or result in an increase in rents or
termination of the Store Lease due to, the existence of stores operated by
Fabri-Centers or any of it affiliates ("Radius Clauses").

(c) Brown Group has heretofore delivered to
Fabri-Centers a complete, correct, and current copy of each of the Store
Leases, including any modifications and supplements. Except as set forth in
Section 4.11 of the Disclosure Schedule, (i) all of the Store Leases are in
full force and effect in

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accordance with their respective terms, (ii) Cloth World, the Subsidiaries,
and, to the best knowledge of Brown Group and Cloth World, all other parties to
the Store Leases have duly and timely performed their obligations under the
Store Leases, (iii) no default on the part of Cloth World, any of the
Subsidiaries, or, to the best knowledge of Brown Group and Cloth World, any
other party has occurred and is subsisting under any of the Store Leases, (iv)
neither Cloth World nor any of the Subsidiaries has given or received any
notice of default under any of the Store Leases, (v) no event has occurred or
condition exists that, with the giving of notice, the passage of time, or both,
would constitute a default by Cloth World, any of the Subsidiaries, or, to the
best knowledge of Brown Group and Cloth World, any other party under any of the
Store Leases, and (vi) none of Cloth World, any of the Subsidiaries, or, to the
best knowledge of Brown Group and Cloth World, any other party has waived, or
extended the time for the performance of, any obligations under the Store
Leases. To the best knowledge of Brown Group and Cloth World, none of the
landlords under the Store Leases has expressed an intention to cancel any of
the Store Leases outside normal expiration dates or other terms of the
particular lease.

(d) Except as set forth in Section 4.11 of the
Disclosure Schedule or as provided in the Store Leases: (i) no third parties
have any rights to use or occupy any of the Real Property, whether as tenants,
subtenants, holders of easements or licenses, or otherwise and (ii) to the best
knowledge of Brown Group and Cloth World, there are no easements, conditions,
reservations, covenants, restrictions, or any other matters presently of record
that would materially and adversely affect the use of the Real Property in the
Business as presently and ordinarily conducted.

(e) Section 4.11 of the Disclosure Schedule
identifies all material service and maintenance contracts relating to the Real
Property.

(f) Except as set forth in Section 4.11 of the
Disclosure Schedule or as provided in the Store Leases, public utilities are
available to serve all of the Real Property, including gas, water, electricity,
telephone, and sanitary and storm sewers. If any of these public utilities
enter the property through adjoining private land, to the best knowledge of
Brown Group and Cloth World, they do so in accordance with valid public
easements, licenses, or other rights. To the best knowledge of Brown Group and
Cloth World, there is no proposed curtailment of utility service to any of the
Real Property listed on the Real Property Description.

(g) To the best knowledge of Brown Group and
Cloth World, all heating, air conditioning, water, plumbing, and

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electrical systems and equipment serving the Real Property are in reasonably
good working condition, normal wear and tear excepted, and there are no
material latent defects in any of the structures located on the Real Property,
and the roof of each building included in the Real Property is watertight in
all material respects.

(h) To the best knowledge of Brown Group and Cloth
World, the use of the Real Property by Cloth World and the Subsidiaries in the
Business as presently and ordinarily conducted conforms with all applicable
zoning laws, regulations, and permits. To the best knowledge of Brown Group
and Cloth World, except as set forth in Section 4.11 of the Disclosure
Schedule, (a) no zoning changes are pending or threatened that would prohibit
or make nonconforming the use of any of the Real Property in the Business, (b)
no condemnation or eminent domain proceedings are pending or threatened with
respect to any of the Real Property, and (c) no landlord or public authority is
installing, or planning to install, any improvements the cost of which might,
in full or in part, be assessed against Cloth World or any of the Subsidiaries.

4.12 PERSONAL PROPERTY. Except as set forth in
Section 4.12 of the Disclosure Schedule, Cloth World and the Subsidiaries have
good and marketable title to all of the personal property reflected in the
January 1994 Balance Sheet (other than personal property sold since January 29,
1994 in the ordinary course of business) and, at the Time of Closing, will have
good and marketable title to all of the personal property included in the
Acquired Assets, in each case free and clear of all mortgages, security
interests, title defects, pledges, liens, charges, and encumbrances, including
any conditional sale or other title retention agreements.

4.13 PROPRIETARY RIGHTS. Except as set forth in
Section 4.13 of the Disclosure Schedule: (i) Brown Group, Cloth World, or one
of the Subsidiaries, as the case may be, has the right to use each of the
Proprietary Rights in the locations and in the manner as currently being used;
(ii) neither Cloth World nor any of the Subsidiaries uses any material trade
names, trademarks, copyrights, or logos other than the Proprietary Rights;
(iii) none of the Proprietary Rights are subject to any pending or threatened
challenge of which Brown Group, Cloth World, or any of the Subsidiaries has
received notice; (iv) to the best knowledge of Brown Group and Cloth World, the
use of the Proprietary Rights in the Business as presently and ordinarily
conducted does not infringe upon the proprietary rights of others; (v) none of
Brown Group, Cloth World, or any of the Subsidiaries has received any notice of
any such infringement; and (vi) to the best knowledge of Cloth World and Brown
Group, no

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other party is infringing upon Sellers' rights in the Proprietary Rights.

4.14 CONTRACTS AND COMMITMENTS; ARRANGEMENTS
REGARDING PATTERNS. Except as set forth in Section 4.14 of the Disclosure
Schedule or in Schedule 1.1(c)(ii), Schedule 1.1(d)(i), or Schedule 1.1(d)(ii)
to this Agreement, neither Cloth World nor any of the Subsidiaries is a party
to or bound by any oral or written contracts which cannot be terminated by
Cloth World or one of the Subsidiaries on notice of 30 days or less and which:

(a) provides for the purchase of supplies or
services that (i) entails the expenditure in any fiscal year of more
than $50,000 in the case of supplies other than merchandise or
$250,000 in the case of merchandise, (ii) purports to be exclusive as
pertains to any product, type of product, or region, or (iii) has a
term of more than one year.

(b) limits the right of Cloth World or any of the
Subsidiaries to compete, to open a Store in any territory, or to use
any trade names, trademarks, copyrights, logos, or other proprietary
rights.

(c) provides for payments to anyone based on the
operating results of Cloth World, any of the Subsidiaries, or any one
or more of the Stores.

(d) affects the prices charged by Cloth World or any
of the Subsidiaries, including any commitment to match prices charged
by others.

(e) warrants goods or services by Cloth World or any
of the Subsidiaries in a manner that differs materially from the
warranty provided by the manufacturer of the goods or the provider of
the services.

(f) commits for capital expenditures in excess of
$50,000 for any one project or $250,000 for any group of projects.

(g) pursuant to which anyone holds a mortgage,
security interest, pledge, lien, charge, or encumbrance in any of the
Acquired Assets.

(h) is otherwise material to the Business.

To the extent requested by Fabri-Centers, Brown Group has delivered or prior to
the Time of Closing will deliver

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to Fabri-Centers copies of all written contracts and commitments listed in the
Disclosure Schedule, all Personal Property Leases, all Executory Contracts,
summaries of all oral contracts and commitments listed in the Disclosure
Schedule, and all modifications and supplements thereto (collectively, the
"Contracts"). Except as revealed in Section 4.14 of the Disclosure Schedule or
in the Contract itself and to the extent material to the Business or the
Acquired Assets (i) each of the Contracts is in full force and effect in
accordance with its terms, (ii) Cloth World, each of the Subsidiaries, and, to
the best knowledge of Brown Group and Cloth World, all other parties to the
Contracts have duly and timely performed their material obligations under the
Contracts, (iii) no default on the part of Cloth World, any of the
Subsidiaries, or, to the best knowledge of Brown Group and Cloth World, any
other party has occurred and is subsisting under any of the Contracts, (iv)
neither Cloth World nor any of the Subsidiaries has given or received any
notice of default under any of the Contracts, (v) no event has occurred or
condition exists that, with the giving of notice, the passage of time, or both,
would constitute a default by Cloth World, any of the Subsidiaries, or, to the
best knowledge of Brown Group and Cloth World, any other party under any of the
Contracts, and (vi) none of Cloth World, any of the Subsidiaries, or, to the
best knowledge of Brown Group and Cloth World, any other party has waived, or
extended the time for the performance of, any obligations under the Contracts.
To the best knowledge of Brown Group and Cloth World, none of the Contracts is
subject to any impending cancellation.

4.15 COMPLETENESS OF ASSETS. The Acquired Assets
comprise all of the material assets and rights used in the Business as
presently and ordinarily conducted. Except as described in Section 4.11 or
4.12 of the Disclosure Schedule, no affiliate of Brown Group, other than Cloth
World and the Subsidiaries, has an interest in any of the Acquired Assets or in
any other assets or rights used in the Business as presently and ordinarily
conducted.

4.16 EMPLOYEE BENEFIT PLANS.

(a) IDENTIFICATION. Section 4.16 of the Disclosure
Schedule lists all employee benefit plans (excluding arrangements with Donald
Richey) as defined in Section 3(3) of ERISA and all other material pension,
retirement, profit sharing, fringe benefit, bonus, incentive, deferred
compensation, supplemental retirement, vacation, hospitalization, medical, life
insurance, disability, severance, stock option, stock purchase, and benefit
plans, programs, or arrangements, written or otherwise, that are maintained,
sponsored, administered, or contributed to by Brown Group, Cloth World, or any
of the Subsidiaries in which current or former employees of Cloth World

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or any of the Subsidiaries participate and all employment, executive
compensation, severance, consulting, noncompetition, or indemnification
agreements with current or former employees of Cloth World or any of the
Subsidiaries (together, the "Employee Plans").

(b) LIST OF CERTAIN CURRENT EMPLOYEES. Section 4.16
of the Disclosure Schedule identifies all current employees of Cloth World or
any of the Subsidiaries and discloses the position and base salary of each such
employee.

(c) ABSENCE OF CERTAIN BENEFITS; COMPLIANCE;
CONTRIBUTIONS. Except as provided in Section 4.16 of the Disclosure Schedule
and to the extent materially adverse to the Business or the Acquired Assets:
(i) neither Brown Group, Cloth World, nor any of the Subsidiaries has taken any
action with respect to any Employee Plan that will cause, and the completion of
the transactions contemplated by this Agreement will not cause, an acceleration
of or increase in the vesting, exercisability, or benefits provided by the
Employee Plan that could result in a liability of Fabri-Centers or FCA Ohio, as
successors to the Business or otherwise, or a lien on the Acquired Assets; (ii)
none of Brown Group, Cloth World, or any of the Subsidiaries has any obligation
to contribute to, or has any liability under ERISA for any complete or partial
withdrawal from, any "multiemployer pension plan" (within the meaning of
Section 4001 of ERISA) in which any current or former employees of Cloth World
or any of the Subsidiaries participate or have participated that could result
in a liability of Fabri-Centers or FCA Ohio, as successors to the Business or
otherwise, or a lien on the Acquired Assets; and (iii) no liability under Title
IV of ERISA has been incurred by Cloth World, any of the Subsidiaries, or any
of trades or businesses that would be aggregated with Cloth World or any of the
Subsidiaries for purposes of imposing liability under Title IV of ERISA (an
"ERISA Affiliate") that has not been satisfied in full, and no condition exists
that presents, and the completion of the transactions contemplated by this
Agreement do not present, a material risk that Cloth World, any of the
Subsidiaries, or an ERISA Affiliate will incur a liability under Title IV of
ERISA other than liability for premiums due the Pension Benefit Guaranty
Corporation.

(d) COBRA. Brown Group or Cloth World has timely
provided or will timely provide all notices and any continuation of health
benefit coverage (including but not limited to medical and dental coverage)
required to be provided to any present or former employees of Cloth World and
the Subsidiaries (other than Hired Employees), their spouses, former spouses,
dependents, and former dependents, under COBRA and under applicable state law
to the extent such notices are required to be provided by any party under COBRA
or under state law by reason of the events occurring

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prior to, on, or after the Closing Date or by reason of the transactions
contemplated by this Agreement.

(e) SEVERANCE. Section 4.16 of the Disclosure
Schedule identifies the severance benefits that employees of Cloth World and
the Subsidiaries are entitled to receive upon termination of employment, sets
forth an estimate of the total liability for severance benefits resulting from
the completion of the transactions contemplated by this Agreement, and
describes the assumptions used in calculating that estimate.

4.17 LABOR MATTERS. Except as set forth in Section
4.17 of the Disclosure Schedule, neither Cloth World nor any of the
Subsidiaries is a party to any collective bargaining agreement. To the best
knowledge of Brown Group and Cloth World, no effort is underway to organize any
employees of Cloth World or any of the Subsidiaries. To the best knowledge of
Brown Group and Cloth World, Cloth World and each of the Subsidiaries are in
substantial compliance with all federal and state laws respecting employment
and employment practices, terms and conditions of employment, wages and hours,
nondiscrimination in employment, and sexual harassment and are not engaged in
any unfair labor practices. Section 4.17 of the Disclosure Schedule describes
all pending labor grievances and arbitration cases of which Brown Group, Cloth
World, or any of the Subsidiaries has received notice, and all civil rights,
equal employment opportunity, and sexual harassment charges against Cloth World
or any of the Subsidiaries of which Brown Group, Cloth World, or any of the
Subsidiaries has received notice, as well as all settlements, consent orders,
and prior decrees of any court or Governmental Entity requiring any continued
observance by Cloth World or any of the Subsidiaries. Except as set forth in
Section 4.17 of the Disclosure Schedule, (i) no complaint of which Brown Group,
Cloth World, or any of the Subsidiaries has received notice alleging any unfair
labor practices has been filed with the National Mediation Board or the
National Labor Relations Board with respect to Cloth World or any of the
Subsidiaries since February 2, 1991, (ii) there have not been any work
stoppages, strikes, or other significant labor troubles at any of the locations
owned or leased by Cloth World or any of the Subsidiaries, including the
Stores, since February 2, 1991, (iii) neither Cloth World nor any of the
Subsidiaries has had any arbitration cases brought against them since February
2, 1991 of which Brown Group, Cloth World, or any of the Subsidiaries has
received notice, and (iv) no arbitration cases of which Brown Group, Cloth
World, or any of the Subsidiaries have received notice are pending or
threatened against either Cloth World or any of the Subsidiaries.

4.18 LITIGATION. Except for matters set forth in
Section 4.18 of the Disclosure Schedule, there is no action, suit, proceeding,
order, or investigation of which Brown Group,

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Cloth World, or any of the Subsidiaries have received notice before any
federal, state, municipal, or other court or Governmental Entity pending or
threatened (i) against Cloth World or any of the Subsidiaries or (ii) against
Brown Group or any of its other affiliates that in any material respect
specifically involves Cloth World, any of the Subsidiaries, any of Cloth
World's or a Subsidiary's current or former employees, the Business, or any of
Acquired Assets. Except as set forth in Section 4.18 of the Disclosure
Schedule, to the best knowledge of Brown Group and Cloth World, no event has
occurred or condition exists that can reasonably be expected to result in any
such action, suit, proceeding, order, or investigation.

4.19 WORKERS' COMPENSATION CLAIMS. Section 4.19 of
the Disclosure Schedule sets forth a complete and accurate schedule of the
workers' compensation liability of Cloth World for claims made and remaining
open.

4.20 PERMITS, LICENSES, AND AUTHORIZATIONS. The
Permit List, as supplemented following the date of this Agreement and prior to
the Time of Closing, does or will identify all permits, licenses, and other
authorizations material to the Business or the Acquired Assets issued by a
Governmental Entity that are held by Brown Group, Cloth World, or any of the
Subsidiaries and are used in the Stores or the Business, and no other permits,
licenses, or authorizations are required for the operation of the Stores or the
Business substantially as presently and ordinarily conducted. Except as
disclosed in Section 4.20 of the Disclosure Schedule, to the best knowledge of
Brown Group and Cloth World, each of Cloth World, and the Subsidiaries is in
material compliance with the terms of each of the items identified on the
Permit List, as supplemented, that are applicable to it.

4.21 COMPLIANCE WITH LAWS.

(a) Except with respect to the Americans with
Disabilities Act of 1990 and all regulations and guidelines thereunder (the
"ADA") and further except with respect to the laws of states and
instrumentalities of states concerning the same general subject as that covered
by the ADA, to the best knowledge of Brown Group and Cloth World, the operation
of the Business as presently and ordinarily conducted complies in all material
respects with all applicable laws, rules, and regulations, and to the best
knowledge of Brown Group and Cloth World, neither Cloth World nor any of the
Subsidiaries has any material liability for any past or present violation of
any such law, rule, or regulation.

(b) To the best knowledge of Brown Group and
Cloth World, all Stores remodeled or opened after the enactment

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<PAGE> 27
of the ADA comply in all material respects with the requirements of the ADA and
with the requirements of the laws of states and instrumentalities of states
concerning the same general subject as that covered by the ADA (assuming for
this purpose that the requirements of such laws are not substantially more
burdensome than the requirements of the ADA).

4.22 ENVIRONMENTAL MATTERS. Except as set forth in
Section 4.22 of the Disclosure Schedule, none of Cloth World or any of the
Subsidiaries has released hazardous, toxic, or polluting substances, including
but not limited to PCBs, asbestos or asbestos containing materials, petroleum,
or petroleum containing products ("Hazardous Substances") at, on, or from any
real property now or formerly owned, leased, or operated by Cloth World or any
of the Subsidiaries (including the Real Property). To the best knowledge of
Brown Group and Cloth World, and except as set forth in Section 4.22 of the
Disclosure Schedule:

(a) The past and present conduct of the Business by
Cloth World and the Subsidiaries, and the use of any real property now or
formerly owned, leased, or operated by Cloth World or any of the Subsidiaries
(including the Real Property), have been and are in compliance with applicable
environmental permits, laws, rules, regulations, and orders of Governmental
Entities. No Governmental Entity has made, issued, filed in any court, or
threatened to make, issue, or file in any court, any notice of liability,
notice of violation, demand, claim, request for information, lien, citation,
summons, complaint, or order regarding an alleged violation of any such
permits, laws, rules, regulations, or orders.

(b) No person has to any material degree released
Hazardous Substances at, on, or from any real property now or formerly owned,
leased, or operated by Cloth World or any of the Subsidiaries (including the
Real Property).

(c) Brown Group has delivered to FCA Ohio complete
and accurate copies of all written reports of environmental audits,
inspections, or investigations in its possession, if any, relating to the
Business or any real property now or formerly owned, leased, or operated by
Cloth World or any of the Subsidiaries (including the Real Property). None of
these reports, if any, suggests that Cloth World or any of the Subsidiaries has
any material liability for noncompliance or remediation.

(d) No active or inactive underground or above
ground storage tanks in violation of law are located at any real property now
or formerly owned, leased, or operated by Cloth World or any of the
Subsidiaries (including the Real Property). No Hazardous Substances required
by law to be cleaned up are

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located at or contaminate any real property now or formerly owned, leased, or
operated by Cloth World or any of the Subsidiaries (including the Real
Property).

4.23 INSURANCE. Section 4.23 of the Disclosure
Schedule lists all insurance policies and bonds obtained by Sellers and in
force with respect to the Acquired Assets or the Business and, for each such
policy, identifies the insurer, type of coverage, policy limits and
deductibles, and expiration date. All such policies are in full force and
effect in accordance with their respective terms, will remain in such full
force and effect to the Time of Closing, and are believed to be sufficient in
all material respects for compliance by Cloth World and the Subsidiaries with
all applicable requirements of law and of all agreements to which any of them
is a party.

4.24 SUPPLIERS. Section 4.24 of the Disclosure
Schedule identifies each supplier from which Cloth World and the Subsidiaries
have purchased, either during the fiscal year ended January 29, 1994 or during
the period from January 29, 1994 to the date of this Agreement, more than
$50,000 of goods (other than merchandise) or services or more than $250,000 of
merchandise. Section 4.24 of the Disclosure Schedule describes any agreements
or arrangements with any of these suppliers regarding prices, payment terms,
delivery times, service, or other material terms of sale. Brown Group is not
aware of any anticipated changes in any of these agreements or arrangements, of
any material adverse change in the financial condition of any of these
suppliers, or of any other reason why any of these suppliers cannot continue to
do business with Cloth World and the Subsidiaries on the same basis as
heretofore.

4.25 FINDERS. No finder or broker has acted on
behalf of Brown Group, Cloth World, or any of the Subsidiaries in connection
with the transactions contemplated by this Agreement other than Smith Barney,
Inc., whose fee will be paid solely by Brown Group.

5. REPRESENTATIONS AND WARRANTIES OF FABRI-CENTERS AND FCA OHIO

Fabri-Centers and FCA Ohio represent and warrant to Brown Group and Cloth World
as follows:

5.1 ORGANIZATION OF FABRI-CENTERS AND FCA OHIO.
Fabri-Centers and FCA Ohio are corporations duly organized, validly existing,
and in good standing under the laws of the State of Ohio. FCA Ohio is a wholly
owned subsidiary of Fabri-Centers.

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5.2 AUTHORITY. Fabri-Centers and FCA Ohio have
sufficient corporate power to enter into and perform their obligations under
this Agreement. The execution, delivery, and performance of this Agreement by
Fabri-Centers and FCA Ohio have been duly authorized by all necessary corporate
action on their part. Assuming the due authorization, execution, and delivery
of this Agreement by Brown Group and Cloth World, this Agreement is a valid and
binding obligation of Fabri-Centers and FCA Ohio enforceable against them in
accordance with its terms.

5.3 NO VIOLATION. The execution and delivery of
this Agreement by Fabri-Centers and FCA Ohio do not, and the performance by
Fabri-Centers and FCA Ohio of their obligations under this Agreement will not,
result in any violation of or default under, or give rise to a right of
modification, termination, or acceleration of any obligation under, any
provision of the Articles of Incorporation or Regulations of Fabri-Centers or
FCA Ohio; of any loan or credit agreement, note, bond, mortgage, indenture,
lease, or other agreement or instrument to which Fabri-Centers or FCA Ohio is a
party; of any permit, license, judgment, order, or decree by which
Fabri-Centers or FCA Ohio is bound; or of any statute, ordinance, rule, or
regulation by which Fabri-Centers or FCA Ohio is bound or which relates to
their business. No authorization, consent, or approval of, or filing with, any
Governmental Entity is necessary for the performance by Fabri-Centers or FCA
Ohio of their obligations under this Agreement, except for compliance with the
HSR Act.

5.4 FINDERS. No finder or broker has acted on
behalf of Fabri-Centers or FCA Ohio in connection with the transactions
contemplated by this Agreement other than Salomon Brothers Inc, whose fee will
be paid solely by Fabri-Centers or FCA Ohio.

6. COVENANTS

6.1 OPERATION OF THE BUSINESS PRIOR TO THE TIME OF
CLOSING. From the date of this Agreement until the Time of Closing, Brown
Group will cause Cloth World and the Subsidiaries to operate the Business in
all material respects in accordance with the following procedures:

(a) ORDINARY COURSE. Cloth World and the
Subsidiaries will continue to operate the Business as presently and
ordinarily conducted and will use all reasonable efforts to preserve
their existing relationships with suppliers, customers, employees, and
others having business relations with the them.

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(b) NOT ENGAGE IN TRANSACTIONS REFERRED TO IN
SECTION 4.8. Neither Cloth World nor any of the Subsidiaries will
engage in any of the transactions referred to in Section 4.8 without
the prior written consent of Fabri-Centers.

(c) BUSINESS POLICIES. Neither Cloth World nor any
of the Subsidiaries will change in any material respect any of their
business policies, including but not limited to advertising, pricing,
promotional, purchasing, inventory, and personnel policies, without
the prior written consent of Fabri-Centers. Without limiting the
foregoing, neither Cloth World nor any of the Subsidiaries will
mark-down retail prices except in accordance with existing pricing
policies applied on a basis consistent with past practices. Cloth
World will from time to time upon its reasonable request advise
Fabri-Centers of, and consult with Fabri-Centers regarding, the types,
mix, and quantities of inventory that it intends to maintain in the
Stores through the end of the current fiscal year.

(d) STORE LEASES, PERSONAL PROPERTY LEASES, AND
EXECUTORY CONTRACTS. Cloth World and the Subsidiaries will perform in
all material respects the terms and conditions of the Store Leases,
Personal Property Leases, and Executory Contracts.

(e) MAINTAIN PROPERTIES. Cloth World and the
Subsidiaries will maintain all of the Acquired Assets in customary
condition and repair, except for reasonable wear and tear and damage
due to unforeseen casualty.

(f) MAINTAIN BOOKS OF ACCOUNT. Cloth World and the
Subsidiaries will maintain their books of account and records in the
usual and ordinary manner and in accordance with generally accepted
accounting principles.

(g) COMPLY WITH LAW. Cloth World and the
Subsidiaries will comply in all material respects with all laws
applicable to them or contest in good faith, upon the advice of
counsel, any alleged failure so to comply with any such laws.

6.2 ACCESS TO PREMISES AND RECORDS. From the date
of this Agreement until the Time of Closing, Brown Group will (a) permit
Fabri-Centers and its representatives to review the books and records relating
to Cloth World, the Subsidiaries, and the Business and furnish such additional
financial and

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operating information relating thereto as Fabri-Centers may reasonably request
and (b) cause Cloth World and the Subsidiaries to permit authorized
representatives of Fabri-Centers, at mutually agreeable times, to inspect the
Stores and to interview key officers and employees of Cloth World and the
Subsidiaries. All of Fabri-Center's investigations will be conducted in a
manner that does not unreasonably interfere with Brown Group's normal business
activities. Fabri-Centers agrees to treat all proprietary information received
from Brown Group, Cloth World, and the Subsidiaries as confidential.

6.3 TRAINING OF PERSONNEL. Prior to the Time of
Closing, Brown Group will cause Cloth World and the Subsidiaries to permit
Fabri-Centers and its representatives to enter the Stores and to train
employees of Cloth World and the Subsidiaries in the operation of
Fabri-Center's point-of-sale cash registers and in other procedures practiced
by employees of Fabri-Centers. All of Fabri-Center's training will be
conducted in a manner that does not unreasonably interfere with Brown Group's
normal business activities.

6.4 HSR ACT. Fabri-Centers and Brown Group will
submit to the United States Department of Justice and the United States Federal
Trade Commission all of the forms and information applicable to this
transaction required under the HSR Act and will use all reasonable efforts to
respond promptly to any request by them for additional information.

6.5 EFFORTS TO SATISFY CONDITIONS TO CLOSING; WAIVER
OR MODIFICATION OF RADIUS CLAUSES. Brown Group, Cloth World, Fabri-Centers,
and FCA Ohio will use all reasonable efforts to satisfy the conditions to
closing in Sections 7 and 8, including all reasonable efforts to obtain the
consents and approvals by third parties and Governmental Entities required for
the completion of the transactions contemplated by this Agreement. To the
extent requested by Fabri-Centers, Brown Group and Cloth World will use all
reasonable efforts to assist in obtaining a waiver or modification of all
Radius Clauses to the extent that they would result in an increase in rentals
due to the proximity of Stores owned or operated by Fabri-Centers or any of its
affiliates. Fabri-Centers will control the discussions with landlords
regarding any such waiver or modification; neither Brown Group, Cloth World,
nor any of the Subsidiaries will, without the prior written consent of
Fabri-Centers, agree to an increase in the rents, to any other material change
in the terms of any Store Lease, or to any payment to landlords in connection
with any such waiver or modification.

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6.6 STORE LEASE CONSENTS.

(a) In connection with the sale and transfer of the
Store Leases in accordance with Section 1.1(c), Brown Group, Cloth
World, and Fabri-Centers will use all reasonable efforts to obtain all
Store Lease Consents prior to the Time of Closing. Notwithstanding
any such sale and transfer of the Store Leases hereunder, neither
Brown Group nor Cloth World will transfer any Store Lease hereunder
unless the related Store Lease Consent is obtained. If and to the
extent necessary to obtain any such Store Lease Consent, Fabri-Centers
will provide the landlord with all financial and business information
about Fabri-Centers reasonably requested by such landlord or of a type
previously furnished by Fabri-Centers to its own landlords.
Fabri-Centers will control the discussions with landlords regarding
the Store Lease Consents and, if necessary, regarding the cost of
terminating any Store Lease that cannot be transferred to FCA Ohio;
neither Brown Group, Cloth World, nor any of the Subsidiaries will,
without the prior written consent of Fabri-Centers, agree to an
increase in the rents, to any other material change in the terms of
any Store Lease, or to any payment to landlords in connection with the
termination of any Store Leases that cannot be transferred.

(b) In the event that Fabri-Centers, in order to
secure a Store Lease Consent agrees to an increase in rents or makes a
lump sum or other payment to the landlord, in either case for the
remaining current lease term only, Fabri-Centers and Brown Group will
each pay one half (1/2) of the cost, subject to the overall
limitations upon Sellers' obligations for Capped Liabilities set forth
in Section 6.9. For this purpose, the cost of any increase in rents
will be expressed as a present value, calculated using a discount rate
equal to 175 basis points in excess of the yield to maturity on the
average US Treasury security having a duration equal to the lease
duration, and settled in cash as soon as the amount is calculated.

(c) In the event of the failure to obtain one or
more Store Lease Consents prior to the Time of Closing, Brown Group
and Cloth World will continue for a period of eighteen (18) months
thereafter to use all reasonable efforts to obtain the Store Lease
Consents as soon as practicable. Until these Store Lease Consents are
obtained or upon the expiration of such

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period, whichever is earlier, Brown Group and Cloth World will
(i) to the extent they are legally able to do so, consider FCA Ohio a
sublessee under any such Store Leases and make available to FCA Ohio
any benefits Brown Group or Cloth World receives, will receive, or
are available to Brown Group or Cloth World under such Store Leases,
or (ii) cooperate reasonably in devising another lawful arrangement
for transferring to FCA Ohio such benefits of the related Store
Leases, including, in the case of Store Leases transferred into or
held by Subsidiaries, the transfer to FCA Ohio of the capital stock of
the Subsidiaries. If, notwithstanding these efforts, one or more
Store Lease Consents are not obtained and the parties are unable to
devise another arrangement for transferring to FCA Ohio the benefits
of the related Store Leases, Brown Group will remain (as between
itself and the landlord or landlords in question) as primary obligor
under the Store Leases and, subject to the overall limitations upon
Sellers' obligations for Capped Liabilities set forth in Section 6.9,
pay future rents, the costs of terminating the Store Leases, the costs
of any associated litigation, and all other amounts due under the
Store Leases ("Store Lease Liabilities").

(d) Sellers' obligations with respect to the Store
Leases will be limited to the foregoing undertakings. There will be
no adjustment in the purchase price as a result of any failure or
failures on the part of Buyers to have received a Store Lease Consent
or any right of occupancy or use of any property under a Store Lease.

(e) Any other term or provision in this Agreement to
the contrary notwithstanding, at such time as Sellers have paid the
Aggregate Cap (as defined in Section 6.9) for the Capped Liabilities
(as defined in Section 6.9), Buyers will pay, discharge, satisfy in
full without any recourse to Sellers, and indemnify and hold Sellers
harmless from and against, any and all remaining liabilities with
repect to the Store Leases, including without limitation the Store
Lease Liabilities, although Buyers will not be deemed thereby to have
assumed any Store Leases for which the requisite Store Lease Consents
have not been obtained.

6.7 DIVESTITURE OF ANY STORES REQUIRED TO OBTAIN
GOVERNMENTAL APPROVALS. In the event that the divestiture of one or more of
the Stores is required in order to obtain any governmental approval required
for the completion of the transactions contemplated by this Agreement,
including but not limited to approval by the Federal Trade Commission or the

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Justice Department of the United States ("Required Divestitures"),
Fabri-Centers will carry out the divestiture in a manner that it, in its
judgment, considers to be reasonable and appropriate under the circumstances;
Fabri-Centers will not, however, be required to take, or cause to be taken, any
action that would result in divestitures or other conditions or requirements
that Fabri-Centers, in its reasonable judgment, deems to be materially
burdensome. At the time each such Store is divested, Brown Group will, subject
to the overall limitations upon Sellers' ogligations for Capped Liabilities set
forth in Section 6.9, pay to FCA Ohio one half (1/2) of the amount determined
with respect to that Store using the following formula:

[A times (B / C)] plus D minus E minus F

Where:

A = $62,000,000, adjusted in accordance with Section 3.6.

B = Gross sales at that Store for the fiscal year ended January
29, 1994 (or, if the Store was not open for the full fiscal
year, gross sales at the Store for that fiscal year on an
annualized basis).

C = Gross sales at all of the Stores for the fiscal year ended
January 29, 1994.

D = The costs incurred by Fabri-Centers or FCA Ohio in connection
with the divestiture, including any amounts paid in connection
with the transfer of the related Store Lease, associated
attorneys' fees, and other out-of-pocket expenses.

E = The proceeds, if any, realized upon the transfer of the
related Store Lease.

F = The book value of the Inventory at the Store, net of
obsolescence reserve, as of the Time of Closing, as reflected
in the Closing Date Statement.

Any other term or provision in this Agreement to the
contrary notwithstanding, Sellers' liability under this Section 6.7 will be
subject to the overall limitations upon Sellers' obligations for Capped
Liabilities set forth in Section 6.9. That is to say, at such time as Sellers
have paid the Aggregate Cap for the Capped Liabilities, Buyers will pay,
discharge, satisfy in full without any recourse to Sellers, and indemnify and
hold Sellers harmless from and against, any and all remaining liabilities with
repect to the Required Divestitures.

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6.8 SEVERANCE OBLIGATIONS.

(a) TO DONALD RICHEY AND WAREHOUSE EMPLOYEES.
Sellers will retain all obligations and liabilities arising prior to
the Time of Closing that they may have to Mr. Donald Richey and to
employees of Sellers at the Warehouse (other than the manager of the
Warehouse), including any obligation to provide severance pay or other
benefits following termination of employment or the sale of the
Business. These obligations and liabilities will not be subject to
the Aggregate Cap.

(b) TO ALL OTHER EMPLOYEES. Subject to the
provisions of this Section 6.8(b) which follow, Brown Group and Cloth
World will also retain all obligations and liabilities to provide
severance pay to employees of Cloth World and its Subsidiaries other
than Hired Employees, Donald Richey, and the Warehouse employees
referred to in Section 6.8(a), and will reimburse Fabri-Centers and
FCA Ohio for any severance pay that they are required to pay to Hired
Employees whose employment is terminated for any reason within six
months after the Time of Closing ("Capped Severance Obligations"),
subject in each case to the overall limitations upon Sellers'
obligations for Capped Liabilities set forth in Section 6.9. Although
Sellers will administer the payment of all such Capped Severance
Obligations, any other term or provision in this Agreement to the
contrary notwithstanding, Sellers' liability under this Section 6.8
will be subject to the overall limitations upon Sellers' obligations
for Capped Liabilities set forth in Section 6.9. That is to say, at
such time as Sellers have paid the Aggregate Cap for the Capped
Liabilities, Buyers will pay, discharge, satisfy in full without any
recourse to Sellers, and indemnify and hold Sellers harmless from and
against, any and all remaining liabilities with repect to the
Severance Obligations.

(c) Sellers will be responsible for and discharge
any and all obligations to Warehouse employees (other than the manager
of the Warehouse) under the Worker Adjustment and Retraining
Notification Act ("WARN"), and Buyers will be responsible for and
discharge any and all obligations under WARN with respect to all other
employees of Cloth World and the Subsidiaries, although Sellers will
provide any notices called for under WARN as directed by Buyers.

6.9 OVERALL LIMITATION ON SELLERS' OBLIGATIONS FOR
CAPPED LIABILITIES. Any other term or provision in this Agreement to the
contrary notwithstanding, Sellers' aggregate payment obligations with respect
to Store Lease Liabilities,

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Required Divestitures, and Capped Severance Obligations ("Capped Liabilities")
will be limited to an overall cap of $1,900,000 (the "Aggregate Cap"). It will
be at Buyers' reasonable discretion which category or categories of expenses
are paid by Sellers in reaching the Aggregate Cap. Once the Aggregate Cap is
reached, Sellers will have no further obligations whatsoever, Buyers will pay
and discharge all liabilities with respect to Store Leases, Required
Divestitures, or Capped Severance Obligations, and Sellers will have no further
obligations whatsoever with respect thereto. Sellers will receive full credit
against the Aggregate Cap for any and all payments they make directly to third
parties in connection with Capped Liabilities.

6.10 ENVIRONMENTAL AUDITS. As soon as practicable
after the date of this Agreement, FCA Ohio may, at its expense, obtain an
environmental audit by a firm of nationally recognized experts in the field who
are reasonably acceptable to Sellers of any Real Property that it elects to
have audited. If such environmental audit discloses, with respect to any
portion of the Real Property, the presence of Hazardous Substances or other
conditions that violate applicable environmental permits, laws, rules,
regulations, or orders of Governmental Entities, FCA Ohio may elect to exclude
from the Acquired Assets any portion of the Real Property requiring remediation
("Remediation Property"), in which case the Remediation Property will be
excluded from the Closing Date Statement. In such event, Sellers may elect not
to proceed with the sale of any Acquired Assets hereunder and to terminate all
their obligations under this Agreement.

6.11 TRANSITION SERVICES. Effective as of the Time
of Closing, Brown Group and Fabri-Centers will enter into a transition services
agreements providing for warehouse services, computer services, and other
transition services for a reasonable period of time after the closing, but in
no event for longer than six months (the "Transition Services Agreements").
Fabri-Centers will reimburse Brown Group for the direct costs of all employees
who work full time to provide these services, for an agreed upon percentage of
the direct costs of all employees who work part time to provide these services,
and for all reasonable and documented out-of-pocket expenses, indirect and
overhead expenses (to the extent that such expenses represent a reasonable
allocation of the actual cost of the related services), and incentive expenses
approved by Fabri-Centers that are incurred by Brown Group in providing these
services, including amounts due under the lease of the Warehouse attributable
to the period in which the warehouse services are provided.

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7. CONDITIONS PRECEDENT TO OBLIGATION OF FABRI-CENTERS AND FCA OHIO

The obligation of Fabri-Centers and FCA Ohio to
complete the transactions contemplated by this Agreement is subject to the
satisfaction, in all material respects, at or before the Time of Closing of the
following conditions:

7.1 PERFORMANCE OF AGREEMENTS. Brown Group and
Cloth World have performed in all material respects all obligations to be
performed by them under this Agreement at or before the Time of Closing.

7.2 REPRESENTATIONS AND WARRANTIES. The
representations and warranties made by Brown Group and Cloth World in this
Agreement are true in all material respects at and as of the Time of Closing as
though the representations and warranties had been made at and as of the Time
of Closing.

7.3 NO MATERIAL ADVERSE CHANGE. Between the date of
this Agreement and the Time of Closing, there has been no material adverse
change in the consolidated financial condition, the consolidated results of
operations, or the Business of Cloth World and the Subsidiaries, it being
understood, however, that any material adverse change proximately resulting
from either a negligent or wrongful act or omission of Buyers or from the
disclosure of this Agreement and the transactions contemplated by it will not
permit the Buyers to refuse to complete the transactions contemplated by this
Agreement.

7.4 DUE DILIGENCE CONDITION. In the course of
completing its due diligence investigation, nothing has come to the attention
of Fabri-Centers that causes it reasonably to believe, and it does in fact so
believe (all as evidenced with specificity in resolutions of Buyers' Boards of
Directors promptly delivered to Sellers), that (i) the financial and other
information disclosed to Fabri-Centers before the date of this Agreement does
not represent, in all material respects, the value and financial performance of
Cloth World and the Subsidiaries, taken as a whole, or (ii) the value of Cloth
World and the Subsidiaries, taken as a whole, premised on information available
to Fabri-Centers after the date of this Agreement is materially less than the
value of Cloth World and the Subsidiaries premised on information disclosed to
Fabri-Centers before the date of this Agreement.

7.5 FINANCING. Fabri-Centers has obtained
financing, on terms reasonably satisfactory to it, for the cash portion of the
consideration for the Acquired Assets. If this Agreement is terminated due to
the failure by Fabri-Centers to obtain financing, Fabri-Centers will promptly
(and in no event

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<PAGE> 38
later than 30 days after receipt of an invoice from Sellers) reimburse Brown
Group and Cloth World for all of their document out-of-pocket expenses
(including, without limitation, the fees and disbursements of their counsel)
reasonably incurred by them in connection with the negotiation, execution, and
performance of this Agreement or of any other Closing Document or in connection
with the due diligence conducted by Fabri-Centers.

7.6 NO INJUNCTION. No temporary restraining order
or preliminary or final injunction prohibiting the completion of the
transactions contemplated by this Agreement has been issued (other than at the
instance of Buyers) and is in effect. No action, suit, proceeding, order, or
investigation (other than at the instance of Buyers) is pending or threatened
before any federal, state, municipal, or other court or Governmental Entity
that, if adversely determined, could have a material adverse effect on the
consolidated financial condition, the consolidated results of operations, or
the Business of Cloth World and the Subsidiaries or could materially impair the
ability of Fabri-Centers or FCA Ohio to operate the Business from and after
the Time of Closing as presently and ordinarily conducted.

7.7 HSR ACT. All applicable pre-merger notification
and waiting period requirements under the HSR Act have been satisfied.

7.8 OTHER THIRD-PARTY CONSENTS AND GOVERNMENTAL
APPROVALS. All third-party consents and governmental approvals required for
the completion of the transactions contemplated by this Agreement, other than
the Store Lease Consents, have been obtained in writing and delivered to FCA
Ohio.

7.9 DOCUMENTS DELIVERED. Brown Group has
delivered to Fabri-Centers all of the documents required under Section 9.2.

8. CONDITIONS TO OBLIGATION OF BROWN GROUP AND CLOTH WORLD
The obligation of Brown Group and Cloth World to
complete the transactions contemplated by this Agreement is subject to the
satisfaction, in all material respects, at or before the Time of Closing of the
following conditions:

8.1 PERFORMANCE OF AGREEMENTS. Fabri-Centers and
FCA Ohio have performed in all material respects all obligations to be
performed by them under this Agreement at or before the Time of Closing.

8.2 REPRESENTATIONS AND WARRANTIES. The
representations and warranties made by Fabri-Centers and FCA Ohio in this
Agreement are true in all material respects at and as of

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<PAGE> 39
the Time of Closing as though the representations and warranties had been made
at and as of the Time of Closing.

8.3 NO INJUNCTION. No temporary restraining order
or preliminary or final injunction prohibiting the completion of the
transactions contemplated by this Agreement has been issued (other than at the
instance of Sellers) and is in effect.

8.4 HSR ACT. All applicable pre-merger notification
and waiting period requirements under the HSR Act have been satisfied.

8.5 GOVERNMENTAL APPROVALS. All governmental
approvals required for the completion of the transactions contemplated by this
Agreement have been obtained in writing and delivered to Brown Group.

8.6 DOCUMENTS DELIVERED. Fabri-Centers has
delivered to Brown Group all of the documents required under Section 9.3.

9. THE CLOSING

9.1 TIME AND LOCATION. The closing will take place
at Brown Group, Inc., 8300 Maryland Avenue, St. Louis, Missouri, 63105, on
October 2, 1994, or at such other place and date as the parties may agree (the
"Time of Closing").

9.2 DELIVERIES BY BROWN GROUP AND CLOTH WORLD. At
the closing, and as conditions concurrent to the obligations of Fabri-Centers
and FCA of Ohio specified in Section 9.3 below, Brown Group and Cloth World
will deliver or cause to be delivered to Fabri-Centers the following:

(a) Certificates, dated not more than 30 days prior
to the Time of Closing, from the appropriate authorities in the States
of New York and Missouri attesting to the existence and good standing
of Brown Group and Cloth World.

(b) Certified copies of resolutions adopted by the
Boards of Directors of Brown Group and Cloth World approving the
execution, delivery, and performance of this Agreement by them.

(c) An officers' certificate, signed by the Chief
Executive Officer or the Chief Financial Officer of Brown Group,
certifying that the conditions in

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<PAGE> 40
Sections 7.1, 7.2, 7.3, 7.6, 7.7, and 7.8 have been satisfied.

(d) An Opinion of Brown Group's Counsel
substantially in the form of Exhibit 9.2(d).

(e) An Assignment and Assumption of Store Lease for
each of the Store Leases substantially in the form of Exhibit 9.2(f),
duly executed by Cloth World or the Subsidiary that is a party to the
Store Lease, together with the forms of Store Lease Consents (executed
by the landlord to the extent the same has been accomplished) referred
to in Section 7.8.

(f) A General Assignment and Assumption Agreement
substantially in the form of Exhibit 9.2(g), duly executed by Cloth
World and the Subsidiaries.

(g) A General Assignment and Bill of Sale
substantially in the form of Exhibit 9.2(h), duly executed by Cloth
World and the Subsidiaries.

(h) The Escrow Agreement, duly executed by
Brown Group and Cloth World.

(i) The Transition Services Agreements, duly
executed by Brown Group.

(j) A deed for the Owned Real Property (this deed
will be the same type of deed as was given to Cloth world when it
acquired the Owned Real Property; for example, if Cloth World was
given a general warranty deed, it will deliver a general warranty deed
to FCA Ohio).

9.3 DELIVERIES BY FABRI-CENTERS. At the closing,
and as conditions concurrent to the obligations of Brown Group and Cloth World
specified in Section 9.2 above, Fabri-Centers and FCA of Ohio will deliver or
cause to be delivered to Brown Group and Cloth World the following:

(a) Certificate, dated not more than 30 days prior
to the Time of Closing, from the appropriate authority in the State of
Ohio attesting to the existence and good standing of Fabri-Centers and
FCA Ohio.

(b) Certified copies of resolutions adopted by the
Boards of Directors of Fabri-Centers and FCA Ohio approving the
execution, delivery, and performance of this Agreement by them.

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<PAGE> 41
(c) An officer's certificate, signed by the Chief
Executive Officer or the Chief Financial Officer of Fabri- Centers,
certifying that the conditions in Sections 8.1 through 8.5 have been
satisfied.

(d) An Opinion of Fabri-Center's Counsel
substantially in the form of Exhibit 9.3(d).

(e) The General Assignment and Assumption Agreement,
duly executed by FCA Ohio.

(f) The Escrow Agreement, duly executed by
Fabri-Centers and FCA Ohio.

(g) The Transition Services Agreements, duly
executed by Fabri-Centers.

(h) $61,000,000 by delivery of a bank check drawn on
a bank in St. Louis, Missouri, as provided in Section 3.1(a).

Also as a condition concurrent to the obligations of Brown Group and Cloth
World specified in Section 9.2 above, FCA Ohio will at the closing deposit
$1,000,000 with the Escrow Agent, as provided in Section 3.1(c).

9.4 FURTHER ASSURANCES. Each of the parties agrees
that it will, from time to time after the date of this Agreement, execute and
deliver such other documents and instruments and take such other actions as may
be reasonably requested by the other party to carry out the transactions
contemplated by this Agreement.

10. TERMINATION

This Agreement may be terminated on or before the
Time of Closing:

(a) by the mutual written consent of Brown Group and
Fabri-Centers;

(b) by Fabri-Centers, if there has been a material
violation or breach by Brown Group or Cloth World of any of the
representations, warranties, or covenants made by them in this
Agreement that has not been waived in writing by Fabri-Centers and
has not been or cannot be cured by Brown Group or Cloth World at or
before the Time of Closing;

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(c) by Brown Group, if there has been a material
violation or breach by Fabri-Centers or FCA Ohio of any of the
representations, warranties, or covenants made by them in this
Agreement that has not been waived in writing by Brown Group and has
not or cannot be cured by Fabri-Centers or FCA Ohio at or before the
Time of Closing;

(d) by either party in the event the Closing has not
occurred by October 31, 1994; provided that, if the Closing has not
occurred due to a violation or breach of the representations,
warranties, or covenants made by either of the parties in this
Agreement, that party may not terminate this Agreement under this
clause (d); or

(e) otherwise as expressly provided for herein.

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

11.1 SURVIVAL OF COVENANTS, REPRESENTATIONS,
WARRANTIES AND INDEMNIFICATION. The covenants made by Brown Group, Cloth
World, Fabri-Centers, and FCA Ohio in this Agreement will survive the Time of
Closing and any investigation or inquiry made by any of them without limitation
as to time except as otherwise provided in this Agreement. The representations
and warranties made by Brown Group, Cloth World, Fabri-Centers, and FCA Ohio in
this Agreement will also survive the Time of Closing and any investigation or
inquiry, although any claim for the incorrectness or breach of these
representations or warranties must be brought by written Notice of
Indemnification Claim in the form attached as Exhibit 11.1 delivered to the
party from whom indemnification is sought within the following periods:

(a) With respect to the representations and
warranties in Sections 4.1, 4.2, 4.3, 5.1, and 5.2, within a period of
3 years following the Time of Closing.

(b) With respect to the representations and
warranties in Section 4.10, prior to the lapse of time specified in
the applicable statutes of limitation.

(c) With respect to all representations and
warranties not referred to in clauses (a) and (b) of this Section
11.1, within a period of 18 months following the Time of Closing.

All claims not brought by means of such written notice delivered
within such applicable period of limitations

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specified above will thereupon expire and will be forever barred.

Indemnification undertakings will expire concurrently
with expiration of the respective covenants, representations, or warranties on
which they are based.

11.2 INDEMNIFICATION BY BROWN GROUP AND CLOTH WORLD.
Subject to Sections 11.1 and 11.5, Brown Group and Cloth World will, jointly
and severally, indemnify Fabri-Centers and FCA Ohio for any claim, loss, cost,
liability, or expense (including attorneys' fees and costs of litigation) that
may be asserted against or incurred by them as a proximate result of (a) the
incorrectness of any of the representations or warranties made by Brown Group
or Cloth World in this Agreement, (b) the breach of any of the covenants made
by Brown Group or Cloth World in this Agreement, or (c) the assertion against
Fabri-Centers or FCA Ohio of any of the Retained Liabilities.

11.3 INDEMNIFICATION BY FABRI-CENTERS AND FCA OHIO.
Subject to Sections 11.1 and 11.5, Fabri-Centers and FCA Ohio will, jointly and
severally, indemnify Brown Group, Cloth World, and the Subsidiaries for any
claim, loss, cost, liability, or expense (including attorneys' fees and costs
of litigation) that may be asserted against or incurred by Brown Group or Cloth
World as a proximate result of (a) the incorrectness of any of the
representations or warranties made by Fabri-Centers or FCA Ohio in this
Agreement, (b) the breach of any of the covenants made by Fabri-Centers or FCA
Ohio in this Agreement, (c) the assertion against Brown Group, Cloth World, or
the Subsidiaries of any of the Assumed Liabilities or, after Sellers have paid
the Aggregate Cap for the Capped Liabilities, the assertion against Brown
Group, Cloth World, or the Subsidiaries of any of the Capped Liabilities, (d)
any damage or injury proximately resulting from an act or omission of Buyers or
their agents or employees while on Sellers' premises in connection with any due
diligence investigation or training activity prior to the Time of Closing.

11.4 NOTICE AND DEFENSE OF CLAIMS. A party (the
"Asserting Party") claiming indemnification under this Agreement, including
indemnification under Section 2.1, 3.1, 6.9, or 11 of this Agreement, will
promptly notify in writing the party from whom indemnification is being sought
(the "Indemnifying Party") of the nature and basis of the claim for
indemnification; the failure to give any such notice will not, however, relieve
the Indemnifying Party from its obligation to provide indemnification under
this Section 11. If the claim relates to a claim or other action by a third
party against the Asserting Party or any fixed or contingent liability to a
third party (a "Third Party Claim"), the Indemnifying Party may elect to assume
the defense of the

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Third Party Claim at its own expense with counsel selected by it. The
Indemnifying Party may not, however, assume the defense if the named partes to
the Third Party Claim (including any impleaded parties) include both the
Indemnifying Party and the Asserting Party and the representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them; in any such case, the Asserting Party will
have the right to employ, at the expense of the Indemnifying Party, counsel
approved by the Indemnifying Party. If the Indemnifying Party assumes the
defense of the Third Party Claim, the Indemnifying Party will not be liable for
any fees or expenses of counsel for the Asserting Party incurred in connection
with the Third Party Claim (except in the case of potential differing
interests, as provided in the preceding sentence). If the Indemnifying Party
does not assume the defense of the Third Party Claim, the Asserting Party will
have the right to settle the Third Party Claim at the Indemnifying Party's
expense. The Asserting Party and the Indemnifying Party will cooperate in the
defense of any claim, action, or proceeding covered by this Section 12. The
Asserting Party will make available to the Indemnifying Party or its
representatives all records and other materials reasonably required by the
Indemnifying Party for use in contesting any Third Party Claim.

11.5 DEDUCTIBLE. No action may be brought against
any party hereto on account of or in any way related to any representation or
warranty in any Closing Document (as hereinafter defined), or for any indemnity
for breach of any such representation or warranty, unless and until the person
or entity claiming to have been injured thereby has sustained actual damages in
excess of $300,000 (the "Deductible") as a proximate result of such party's
misrepresentations or breaches of warranty. Such action will be limited to
recovery of only those damages which exceed the Deductible. The limitation in
this Section 11.5 does not apply to any indemnification under Sections 11.2(b),
11.2(c), 11.3(b), 11.3(c) or 11.3(d).

12. COVENANT NOT TO COMPETE

For a period of five years after the Time of Closing,
Brown Group and Cloth World will not, and will cause their affiliates not to,
own or operate any retail store that sells sewing fabrics, apparel fabric, home
furnishings, notions, patterns, craft fabric, crafts, seasonal goods, or
flowers of a type sold on the date of this Agreement at the Stores, or at
Fabri-Centers' Jo-Ann Fabrics stores, at any place within the continental
United States; except that, this Section 12 will not prohibit Brown Group,
Cloth World or any of their affiliates from owning not more than five percent
in the aggregate of the

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outstanding shares of any corporation whose shares are traded on a national
securities exchange or in the over-the-counter market.

13. MISCELLANEOUS PROVISIONS

13.1 WAIVER OF COMPLIANCE WITH BULK SALES LAWS. The
parties waive compliance with any bulk sales laws applicable to the
transactions contemplated by this Agreement.

13.2 EXPENSES. Except as otherwise expressly
provided in this Agreement, Brown Group will pay all fees and expenses incurred
by Brown Group, Cloth World, or any of the subsidiaries, whether before or
after the Time of Closing, in connection with the transactions contemplated by
this Agreement, and Fabri-Centers and FCA Ohio will pay all fees and expenses
incurred by Fabri-Centers or FCA Ohio, whether before or after the Time of
Closing, in connection with the transactions contemplated by this Agreement.
Sellers will pay all sales and use taxes and transfer fees arising out of the
transfer of the Acquired Assets to FCA Ohio, and Buyers will pay all recording
fees resulting from the recording of assignments of the Store Leases.

13.3 WAIVER AND AMENDMENT. Any provision of this
Agreement may be waived in writing by the party that is entitled to the benefit
of that provision. This Agreement may be amended or supplemented at any time,
although no such amendment or supplement will be effective unless it is in
writing and signed by both Brown Group and Fabri-Centers.

13.4 ENTIRE AGREEMENT; NO RIGHTS OR REMEDIES TO OTHER
PERSONS. This Agreement, including the Schedules and Exhibits to this
Agreement, (a) constitutes the entire agreement among the parties on its
subject matter and supersedes all prior agreements, both written and oral, and
(b) is not intended to confer any rights or remedies upon any individual or
organization other than the parties. The Confidentiality Agreement, however,
between Brown Group and Fabri-Centers dated as of May 10, 1993 (including the
Addendum thereto dated August 9,1994) is hereby confirmed, will survive
execution of this Agreement and will remain in full force and effect until the
purchase price has been paid to Sellers in full.

13.5 ASSIGNMENT. Without the prior written consent
of the other parties, none of the parties may assign its rights or delegate its
obligations under this Agreement, except that FCA Ohio may assign all of its
rights under this Agreement to another wholly owned subsidiary of
Fabri-Centers.

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13.6 GOVERNING LAW. The interpretation, validity,
and enforcement of this Agreement will be governed by the laws of the State of
Missouri.

13.7 NOTICES. All notices and other communications
under this Agreement must be in writing and will be deemed to be given (a) when
delivered in person, (b) when sent by facsimile with confirmation of receipt,
(c) one day after being sent by overnight courier, or (d) five business days
after being sent by registered or certified mail (return receipt requested),
addressed in each case as follows:

IF TO FABRI-CENTERS OR FCA OHIO:

Fabri-Centers of America, Inc.
5555 Darrow Road
Hudson, Ohio 44238
Facsimile Number: (216) 656-3057
Attention: Robert Norton,
Vice Chairman of the Board

IF TO BROWN GROUP OR CLOTH WORLD:

Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
Facsimile Number: (314) 854-4205
Attention: Harry E. Rich
Executive Vice President

with copies to:

Robert D. Pickle, Esq.
Vice President, Secretary and General Counsel
Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105

and

Edwin S. Fryer, Esq.
Bryan Cave
211 North Broadway, Ste. 3600
St. Louis, Missouri 63102-2186

Any party may change the address or facsimile number
to which notices or other communications are to be given by furnishing the
other parties with written notice of the change.

Page 51 of 196
<PAGE> 47
13.8 HEADINGS. The headings contained in this
Agreement are for reference purposes only and are not intended to affect the
meaning or interpretation of this Agreement.

13.9 COUNTERPARTS. This Agreement may be executed in
two or more counterparts, all of which will be considered one and the same
agreement, and will become effective when one counterpart has been signed by
each of the parties and delivered to the other parties.

13.10 SEVERABILITY. The invalidity of any provision
or provisions of this Agreement will not affect the validity of any other
provisions of this Agreement, which will remain in full force and effect.

13.11 PUBLICITY. No press releases or other public
disclosure, either written or oral, of the transactions contemplated by this
Agreement will be made by any party without the consent of the other parties,
except as may be required by law. If disclosure is required by law, the party
seeking to make the disclosure will consult with the other party regarding the
content and timing of the disclosure.

14. GENERAL PROVISIONS OF GLOBAL APPLICATION

THE FOLLOWING PROVISIONS ARE OF GENERAL APPLICATION
TO THE AGREEMENT AND TO THE CLOSING DOCUMENTS (AS HEREINAFTER DEFINED) AND THEY
WILL APPLY AND GOVERN ANY OTHER TERM OR PROVISION HEREIN OR IN ANY OTHER
CLOSING DOCUMENT TO THE CONTRARY NOTWITHSTANDING:

14.1 Any and all disclosures made anywhere in this
Agreement or any other Closing Document will be considered also to have been
made in every exhibit and schedule hereto and thereto. No schedule, exhibit or
other document will be deemed to be part of this Agreement unless the same has
been specifically referred to herein, marked as such and physically attached
hereto. There are no representations or warranties of any kind whatsoever made
herein by any party hereto except those which are expressly set forth herein or
in another Closing Document.

14.2 Any party obligated hereunder or under any
other Closing Document to use "reasonable efforts" will be deemed to have
satisfied such obligation in full by the use of all reasonable business
efforts.

14.3 Any provision in this Agreement or in any
Closing Document that any document, act, forbearance, or

Page 52 of 196
<PAGE> 48
undertaking be "satisfactory" to a party will be interpreted to mean
"reasonably satisfactory" to such party.

14.4 Each representation and/or warranty, whether
made herein or in another Closing Document, stated to have been made "to the
best knowledge" of the party making same, or words of similar import, will be
limited to mean only the actual knowledge of the officers of Brown Group who
have direct involvement with Cloth World, Brown Group's General Counsel and
lawyers in the office of the General Counsel, officers of Cloth World, Cloth
World's store planning group, Cloth World's lease administrators, and Jim
Hankins and buyers reporting to him, without any further inquiry or diligence
on the part of such person.

14.5 Unless the context clearly requires otherwise,
all references to this Agreement and to the Closing Documents will include all
exhibits and schedules hereto and thereto respectively.

14.6 No representation or warranty of any party will
be deemed to have been breached because it is or may be untrue or inaccurate on
the date this Agreement is executed if, as a result of corrective action
initiated at or prior to the Time of Closing by or on behalf of the party
making such representation or warranty, it becomes or is made true or accurate
on or before the time of Closing.

14.7 Whenever a representation or warranty contains
the word "may", "might", "could" or "would" in respect to the future effect of
an act, omission or occurrence, the same will be deemed to mean "can reasonably
be expected to".

14.8 The term "Closing Document" or "Closing
Documents" will mean and be limited to this Agreement and the documents
referred to in Sections 9.2 and 9.3.

14.9 If the subject of a representation or warranty
which is limited to a specific subject matter is also covered by a
representation or warranty of more general application, the limitations and
qualifications upon the representation or warranty which appear in the more
specific section will also apply to the more general provision to the extent
that the more general provision covers the subject of the specific provision.

14.10 Whenever a Closing Document provides for the
consent or approval of any party hereto, such consent or approval will not be
unreasonably withheld or delayed.

Page 53 of 196
<PAGE> 49
14.11 The phrase "full force and effect" when used
in a Closing Document in relation to an agreement, lease or other instrument or
undertaking will mean and be limited to "full force and effect in accordance
with its terms."

14.12 Buyers will cooperate reasonably with Sellers
(such as, without limitation, giving Sellers' representatives reasonable access
to Buyers' premises and employees) in respect of Sellers' obligations to
minimize, resolve and discharge the Retained Liabilities.

15. PARENT GUARANTEES

Each of Fabri-Centers and Brown Group hereby
unconditionally and irrevocably guarantees the full and timely performance of
all the obligations and responsibilities of FCA Ohio (in the case of
Fabri-Centers) and Cloth World (in the case of Brown Group) under this
Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

BROWN GROUP, INC.

By: HARRY E. RICH
-------------------------------
Title: EXECUTIVE VICE PRESIDENT
----------------------------

CLOTH WORLD, INC.

By: HARRY E. RICH
-------------------------------
Title: EXECUTIVE VICE PRESIDENT
----------------------------

FABRI-CENTERS OF AMERICA, INC.

By: ROBERT NORTON
-------------------------------
Title: VICE CHAIRMAN OF THE BOARD
----------------------------

FCA OF OHIO, INC.

By: ROBERT NORTON
-------------------------------
Title: VICE CHAIRMAN OF THE BOARD
----------------------------

Page 54 of 196
<PAGE> 50
<TABLE>

INDEX OF DEFINED TERMS

<S> <C>
Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
ADA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 22
Aggregate Cap . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 32
Asserting Party . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 39
Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 5
Brown Group . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
Business . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
Buyers . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
Capped Liabilities . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 32
Capped Severance Obligations . . . . . . . . . . . . . . . . .. . . . . . . 31
Cash in Registers . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 3
Closing Date Statement . . . . . . . . . . . . . . . . . . . .. . . . . . . 8
Cloth World . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
COBRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 7
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 7
Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 19
Employee Plans . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 20
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 7
ERISA Affiliate . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 20
Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 8
Executory Contracts . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2
Fabri-Centers . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
FCA Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
Governmental Entity . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2
Hazardous Substances . . . . . . . . . . . . . . . . . . . . .. . . . . . . 23
Hired Employees . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 5
HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 12
Indemnifying Party . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 39
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2
January 1994 Balance Sheet . . . . . . . . . . . . . . . . . .. . . . . . . 9
Net LIFO Book Value . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 10
Owned Real Property . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2
Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 3
Personal Property Leases . . . . . . . . . . . . . . . . . . .. . . . . . . 2
Proprietary Rights . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 3
Prorated Charges . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 9
Radius Clauses . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 15
Real Property . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 15
Remediation Property . . . . . . . . . . . . . . . . . . . . .. . . . . . . 32
Required Divestitures . . . . . . . . . . . . . . . . . . . . .. . . . . . . 30
Retained Assets . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 4
Retained Liabilities . . . . . . . . . . . . . . . . . . . . .. . . . . . . 6
Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 14
Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
Store Lease Consents . . . . . . . . . . . . . . . . . . . . .. . . . . . . 15
Store Lease Liabilities . . . . . . . . . . . . . . . . . . . .. . . . . . . 29
Store Leases . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2
Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1
</TABLE>

Page 55 of 196
<PAGE> 51

<TABLE>
<S> <C>
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Taxing Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Third Party Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Time of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Transition Services Agreements . . . . . . . . . . . . . . . . . . . . . . 32
Warehouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
WARN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

Page 56 of 196
<PAGE> 52
LIST OF SCHEDULES

<TABLE>
<CAPTION>
SECTION DESCRIPTION
------- -----------
<S> <C>
1.1(a) Tangible Personal Property List
1.1(c)(i) Owned Real Property List
1.1(c)(ii) Store Lease List
1.1(d)(i) Personal Property Lease List
1.1(d)(ii) Executory Contract List
1.1(e) Security and Other Deposits List
1.1(f) Permit List
1.1(g) Proprietary Rights List
1.3(f) Retained Assets List
3.1 Allocation Schedule
3.3(a) Inventory Instructions
3.3(b) Inventory Materials
4 Disclosure Schedule

LIST OF EXHIBITS

SECTION DESCRIPTION
------- -----------

3.1(b) Escrow Agreement
9.2(d) Opinion of Brown Group's Counsel
9.2(f) Assignment and Assumption of Store Lease
9.2(g) General Assignment and Assumption Agreement
9.2(h) General Assignment and Bill of Sale
9.3(d) Opinion of Fabri-Center's Counsel
11.1 Notice of Indemnification Claim
</TABLE>

Page 57 of 196
<PAGE> 53
EXHIBIT 3.1(B)

ESCROW AGREEMENT

[Date]

[NAME AND ADDRESS OF
ESCROW AGENT]

Attn: [Escrow Officer's Name and Title]

Gentlemen:

Pursuant to an Asset Purchase Agreement, dated August
24, 1994 (the "Asset Purchase Agreement"), among Fabri-Centers of America, Inc.
("Fabri-Centers"), FCA of Ohio, Inc. ("FCA Ohio"), Brown Group, Inc. ("Brown
Group"), and Cloth World, Inc. ("Cloth World"), FCA Ohio is acquiring
substantially all of the assets and rights of Cloth World.

Pursuant to Section 3.1(b) of the Asset Purchase
Agreement, FCA Ohio is required to deposit with you certain amounts to be held
by you as escrow agent (the "Escrow Agent") in a fund (the "Escrow Fund") to be
invested and disbursed by you in accordance with this Escrow Agreement.

I. DEFINITIONS

As used in this Escrow Agreement:

(a) "ELIGIBLE INVESTMENTS" means (i) obligations
issued by the United States of America, or the payment of the principal and
interest of which is fully and unconditionally guaranteed by the United States
of America, (ii) obligations issued or guaranteed by any State of the United
States of America, or political subdivision of any such State, rated A or
higher by Moody's Investors Service, Inc. or by Standard & Poor's Corporation,
both of New York, New York, or their successors, (iii) commercial or finance
paper of any corporation that is rated either P-1 or A-1 or an equivalent by
Moody's Investors Service, Inc. or Standard & Poor's Corporation, both of New
York, New York, or their successors, (iv) investments in demand deposits, or
certificates of deposit due within 12 months, issued by, or bankers'
acceptances of, banks, savings banks, savings and loan associations, or trust
companies organized under the laws of the United States of America or any State
thereof (including the Escrow Agent) that have a reported capital and surplus
of at least $100,000,000 in dollars of the United States of America; (v)
repurchase agreements that are

Page 58 of 196
<PAGE> 54
fully secured by obligations of the type specified in (i) above; and (vi)
regulated money market funds invested in government obligations or commercial
paper meeting the criteria of clauses (i), (ii), or (iii) above; provided that
any such investment or deposit is not prohibited by law.

(b) "INDEMNIFICATION CLAIM" means any claim asserted
by Fabri-Centers or FCA Ohio against Brown Group or Cloth World for
indemnification under the Asset Purchase Agreement.

(c) "PRICE ADJUSTMENT CLAIM" means any claim asserted
by FCA Ohio that it is entitled recover the amount of a purchase price
adjustment under Section 3.6 of the Asset Purchase Agreement.

In addition to the foregoing, each of the other
capitalized terms used in this Escrow Agreement has the meaning given to it in
the Asset Purchase Agreement.

II. INVESTMENT OF ESCROW FUND

Any amounts held in the Escrow Fund will, at the
direction of Brown Group, be invested by the Escrow Agent in Eligible
Investments. Any interest or other earnings on these investments will, until
distributed, be reinvested by the Escrow Agent in the same manner as all other
amounts in the Escrow Fund.

III. DISBURSEMENTS FOR INDEMNIFICATION CLAIMS

(a) ASSERTION OF INDEMNIFICATION CLAIMS BY
FABRI-CENTERS OR FCA OHIO. Whenever Fabri-Centers or FCA Ohio wishes to
recover the amount of an Indemnification Claim from the Escrow Fund, it must
deliver to both the Escrow Agent and Brown Group a written notice in the form
attached as Exhibit III(a) to this Escrow Agreement (an "Indemnification
Request") confirming that it is entitled to recover the Indemnification Claim
under the Asset Purchase Agreement, describing the nature and basis of the
Indemnification Claim, and setting forth the amount of the Indemnification
Claim or a reasonable estimate of the amount.

(b) CONTESTING OF INDEMNIFICATION CLAIMS AND AMOUNTS
BY SELLER. Brown Group may contest the validity or amount of the
Indemnification Claim by delivering to both the Escrow Agent and Fabri-Centers,
within 30 days after its receipt of the Indemnification Request, a written
notice in the form attached as Exhibit III(b) to this Escrow Agreement (a
"Notice of Dispute") setting forth its basis for disputing
2

Page 59 of 196
<PAGE> 55
the Indemnification Claim, the portion of the Indemnification Claim that it
disputes, and (if applicable) the portion of the Indemnification Claim that it
does not dispute.

(c) PAYMENTS TO FABRI-CENTERS OR FCA OHIO. The
Escrow Agent will make the following payments to Fabri-Centers or FCA Ohio from
the Escrow Fund:

(i) If the Escrow Agent does not receive a Notice of
Dispute within 30 days after it has received the Indemnification
Request, the Escrow Agent will promptly remit to Fabri-Centers or FCA
Ohio, as the case may be, the amount or estimate set forth in the
Indemnification Request.

(ii) If (1) the Escrow Agent receives a Notice of
Dispute within 30 days after it has received the Indemnification
Request and (2) the Notice of Dispute specifies a portion of the
Indemnification Claim that is not disputed by Brown Group, the Escrow
Agent will forthwith remit to Fabri-Centers or FCA Ohio, as the case
may be, the portion of the Indemnification Claim that is not in
dispute and will retain in the Escrow Fund the portion of the
Indemnification Claim that is in dispute.

(iii) If (1) the Escrow Agent receives a Notice of
Dispute within 30 days after it has received the Indemnification
Request and (2) the Notice of Dispute does not specify any portion of
the Indemnification Claim that is not disputed by Brown Group, the
Escrow Agent will retain in the Escrow Fund the full amount of the
Indemnification Claim.

(iv) The Escrow Agent will remit to Fabri-Centers or
FCA Ohio, as the case may be, any amount of the Indemnification Claim
that was disputed by Brown Group and retained by the Escrow Agent
pursuant to Section III(c)(ii) or III(c)(iii) forthwith when (but not
before) it receives written notice signed by Brown Group acknowledging
that Fabri-Centers or FCA Ohio is entitled to the amount. Brown Group
agrees promptly to sign and deliver such a notice to the Escrow Agent
whenever it is determined that Fabri-Centers or FCA Ohio is entitled
to the amount.

Page 60 of 196
<PAGE> 56
IV. DISBURSEMENTS FOR PRICE ADJUSTMENT CLAIMS

Whenever FCA Ohio wishes to recover the amount of a
Price Adjustment Claim from the Escrow Fund, it must deliver to the Escrow
Agent joint written instructions to the Escrow Agent, executed by both
Fabri-Centers and Brown Group, instructing the Escrow Agent to pay to FCA Ohio
the Price Adjustment Claim in the amount specified.

V. PAYMENTS TO BROWN GROUP

(a) DISBURSEMENTS TO BROWN GROUP UPON SETTLEMENT OF
PURCHASE PRICE ADJUSTMENT. Upon receipt of joint written instructions,
executed by both Fabri-Centers and Brown Group, stating that any purchase price
adjustment under Section 3.6 of the Asset Purchase Agreement has been settled
and paid, the Escrow Agent will remit to Brown Group the amount remaining in
the Escrow Fund less any amount in dispute retained by the Escrow Agent
pursuant to Section III(c)(ii) or III(c)(iii) and not distributed to
Fabri-Centers or FCA Ohio pursuant to Section III(c)(iv). Fabri-Centers and
Brown Group agree promptly to sign and deliver such a notice to the Escrow
Agent as soon as the purchase price adjustment has been settled and paid.

(b) DISBURSEMENT OF BALANCE OF ESCROW FUND TO BROWN
GROUP. The Escrow Agent will remit the balance of the amount remaining in the
Escrow Fund after any disbursement under Section V(a) upon receipt by the
Escrow Agent of a written notice signed by Fabri-Centers acknowledging that
Brown Group is entitled to receive the amount. Fabri-Centers agrees promptly
to sign and deliver such a notice to the Escrow Agent whenever it is determined
that Brown Group is entitled to the amount.

VI. GENERAL PROVISIONS

(a) DISTRIBUTION OF INTEREST AND OTHER EARNINGS.
The Escrow Agent will, on a monthly basis, distribute to Fabri- Centers 35% of
all interest and other earnings on amounts in the Escrow Fund; Fabri-Centers
will be solely responsible for the payment of all Federal income taxes with
respect all interest and other earnings on amounts in the Escrow Fund. The
remaining 65% of the interest and other earnings on amounts in the Escrow Fund
will be allocated among each of the parties in proportion to the principal
amount of the Escrow Fund ultimately distributed to that party in accordance
with this Escrow Agreement.

Page 61 of 196
<PAGE> 57
(b) RECORDS. The Escrow Agent will maintain a
record of all amounts deposited in the Escrow Fund, of all interest and other
earnings on those amounts, of all Indemnification Requests received by it, of
all Notices of Dispute received by it, and of all disbursements made be it.
The Escrow Agent will, upon request, make these records available to
Fabri-Centers and Brown Group for inspection during normal business hours.

(c) LIMITATION OF ESCROW AGENT'S RESPONSIBILITY. In
making payments under this Escrow Agreement, the Escrow Agent will not be
required to use any funds other than those in the Escrow Fund. The Escrow
Agent will be required to perform only those duties set forth in this Escrow
Agreement. The Escrow Agent's duties under this Escrow Agreement are solely
ministerial in nature, and nothing in this Escrow Agreement will be construed
to give rise to any fiduciary duty on the part of the Escrow Agent. The Escrow
Agent will not be responsible for the collection of any amount required to be
deposited in the Escrow Fund by FCA Ohio.

(d) CONDITIONS OF ESCROW AGENT'S OBLIGATIONS.

(i) The Escrow Agent will be entitled to employ such
legal counsel and other experts as it may deem necessary to advise it
in connection with its obligations under this Escrow Agreement, may
rely on the advice of such counsel, and may pay reasonable
compensation to such counsel.

(ii) The Escrow Agent may resign by delivering
written notice of its resignation to Fabri-Centers and Brown Group at
least 30 days before its resignation becomes effective. In the event
of any such resignation, Fabri-Centers and Brown Group may appoint as
a successor Escrow Agent any national or state bank doing business in
the State of Ohio, authorized to exercise corporate trust powers, and
having a combined capital and surplus of at least $100,000,000 in
dollars of the United States of America. If a successor Escrow Agent
is not appointed by Fabri-Centers and Brown Group before the end of
the 30-day period, the Escrow Agent will have the right to apply to a
court of competent jurisdiction for the appointment of its successor.
Any successor Escrow Agent will have all the rights, obligations, and
immunities of the Escrow Agent set forth in this Escrow Agreement.

Page 62 of 196
<PAGE> 58
(iii) The Escrow Agent will be entitled to
reasonable compensation for all services rendered and expenses
incurred by it in the performance of its obligations under this Escrow
Agreement.

(iv) Except for its obligation to keep the Escrow
Fund safely in its custody, the Escrow Agent will not be liable to
anyone by reason of any error in judgment or for any act done or
omitted by it in good faith unless caused by or arising out of its
gross negligence or willful misconduct.

(v) The Escrow Agent will be entitled to rely upon
any written notice or direction given to it in accordance with this
Escrow Agreement and will be entitled to treat any such notice or
direction as genuine and as the document it purports to be. The
Escrow Agent will be entitled to rely on the determination by Brown
Group as to whether any investment selected by Brown Group under
Section II is an Eligible Investment.

(e) TERMINATION OF ESCROW FUND. The Escrow Fund
will terminate, and the obligations of the Escrow Agent under this Agreement
will be discharged, upon the distribution of all of the amounts in the Escrow
Fund.

(f) INDEMNITY. Fabri-Centers will indemnify,
defend, and hold harmless the Escrow Agent from and against all losses,
damages, liabilities, and expenses, including the costs of litigation,
investigation, and reasonable attorney's fees, incurred by the Escrow Agent as
a result of its role as Escrow Agent under this Escrow Agreement, except to the
extent caused by or arising out of the Escrow Agent's gross negligence or
willful misconduct. The provisions of this Section VI(f) will survive
termination of the Escrow Fund.

(g) CHARGES OF THE ESCROW AGENT. All charges made
by the Escrow Agent for services rendered and expenses incurred in the
performance of its obligations under this Escrow Agreement (other than services
rendered and expenses incurred by the Escrow Agent in investing amounts in the
Escrow Fund pursuant to the directions of Brown Group) will be paid by
Fabri-Centers. Charges for services rendered and expenses incurred by the
Escrow Agent in investing amounts in the Escrow Fund pursuant to the directions
of Brown Group will be paid by Brown Group. Charges allocated to Brown Group
may be set off against amounts in the Escrow Fund.

(h) JOINT WRITTEN INSTRUCTIONS.
Notwithstanding any other provisions of this Escrow

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<PAGE> 59
Agreement, the Escrow Agent may and will at all times act in accordance with
any joint written instructions of Fabri-Centers and Brown Group.

(i) NOTICES. All notices and other communications
under this Agreement must be in writing and will be deemed to be given (a) when
delivered in person, (b) when sent by facsimile with confirmation of receipt,
(c) one day after being sent by overnight courier, or (d) five business days
after being sent by registered or certified mail (return receipt requested),
addressed in each case as follows:

To Fabri-Centers at:

Fabri-Centers of America, Inc.
5555 Darrow Road
Hudson, Ohio 44238
Facsimile Number: (216) 656-3057
Attention: Robert Norton,
Vice Chairman of the Board

To Brown Group or Cloth World at:

Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
Facsimile Number: (314) 854-4205
Attention: Harry E. Rich
Executive Vice President

with copies to:

Robert D. Pickle, Esq.
Vice President, Secretary and
General Counsel
Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105

and

Edwin S. Fryer, Esq.
Bryan Cave
211 North Broadway, Ste. 3600
St. Louis, Missouri 63102-2186

Any notice to the Escrow Agent must be given to the address set forth at the
beginning of this Escrow Agreement. Any party may change the address to which
notices are to be given by notifying the other parties of the change.

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<PAGE> 60
(j) GOVERNING LAW. The interpretation, validity,
and enforcement of this Escrow Agreement will be governed by the laws of the
[State in which the Escrow Agent's offices are located].

(k) PARTIES BOUND. This instrument will be binding
upon and will inure to the benefit of the parties and their respective
executors, administrators, successors, heirs and assigns.

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<PAGE> 61
(l) COUNTERPARTS. This Escrow Agreement may be
executed in any number of counterparts, each of which will be an original, but
all of which together will constitute one and the same instrument.

Very truly yours,

FABRI-CENTERS OF AMERICA, INC.

By ___________________________

FCA OF OHIO, INC.

By ____________________________

BROWN GROUP, INC.

By ____________________________

CLOTH WORLD, INC.

By ____________________________

We hereby agree to be bound by the terms of this Escrow
Agreement and to hold and disburse all of amounts deposited with us hereunder
in accordance with the terms and conditions set forth in this Escrow Agreement.

[NAME OF ESCROW AGENT]

By ____________________________

Dated: ____________, 1994

Page 66 of 196
<PAGE> 62
EXHIBIT III(A)

INDEMNIFICATION REQUEST

[TO BE SENT TO THE RECIPIENTS OF THIS REQUEST
AS PROVIDED IN SECTION VI(I) THE ESCROW AGREEMENT]

This Request is given pursuant to the Escrow
Agreement, dated _____________, (the "Escrow Agreement"), among Fabri-Centers
of America, Inc. ("Fabri-Centers"), FCA of Ohio, Inc., Brown Group, Inc., and
Cloth World, Inc. Each of the defined terms used in this Request has the
meaning given to it in the Escrow Agreement.

Fabri-Centers hereby asserts an Indemnification Claim
pursuant to Section III(a) of the Escrow Agreement. Fabri-Centers confirms
that it is entitled to recover the Indemnification Claim under the Asset
Purchase Agreement. The nature and basis of the Indemnification Claim is
described in detail below, and the amount of the Indemnification Claim, or a
reasonable estimate of the amount, is set forth below:

IN WITNESS WHEREOF, Fabri-Centers has signed
this Request on _____________, 199__.

FABRI-CENTERS OF AMERICA, INC.

By_________________________
Title:___________________

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<PAGE> 63
EXHIBIT III(B)

NOTICE OF DISPUTE

[TO BE SENT TO THE RECIPIENTS OF THIS NOTICE
AS PROVIDED IN SECTION VI(I) OF THE ESCROW AGREEMENT]

This Notice is given pursuant to the Escrow
Agreement, dated _____________, 1994 (the "Escrow Agreement"), among
Fabri-Centers of America, Inc., FCA of Ohio, Inc., Brown Group, Inc. ("Brown
Group"), and Cloth World, Inc. Each of the defined terms used in this Notice
has the meaning given to it in the Escrow Agreement.

Brown Group submits this Notice pursuant to Section
III(b) of the Escrow Agreement. Its basis for disputing the Indemnification
Claim, the portion of the Indemnification Claim that it disputes, and (if
applicable) the portion of the Indemnification Claim that it does not dispute
is set forth below:

IN WITNESS WHEREOF, Brown Group has signed this
Notice on _____________, 199_.

BROWN GROUP, INC.

By_________________________
Title:_____________________

Page 68 of 196
<PAGE> 64
EXHIBIT 9.2(D)

OPINION OF BROWN GROUP'S COUNSEL

[SUBJECT TO FURTHER REVIEW AND APPROVAL BY BRYAN CAVE OPINION COMMITTEE]

October 2, 1994

Fabri-Centers of America, Inc. and
FCA of Ohio, Inc.
5555 Darrow Road
Hudson, Ohio 44238

Attention: Robert Norton,
Vice Chairman

Gentlemen:

We have acted as counsel to Brown Group, Inc., a New York
corporation ("Brown Group"), and Cloth World, Inc., a Missouri corporation
[("Cloth World") and, together with Brown Group, sometimes referred to herein
individually and collectively as the "Sellers"] in connection with the
negotiation, execution and delivery by the Sellers of that certain Asset
Purchase Agreement dated as of August 24, 1994 among the Sellers and you as
Buyers and covering substantially all the operating assets of Cloth World
(which Agreement, together with all exhibits and schedules thereto, is herein
referred to as the "Purchase Agreement").

Unless otherwise indicated, capitalized terms used herein
without definition will have the respective meanings set forth in the Purchase
Agreement.

In preparation for giving this opinion, we have examined
copies of (i) the Purchase Agreement, (ii) the Articles and/or Certificate of
Incorporation of the Sellers as certified to by the Secretaries of State of New
York and Missouri under certificates dated ______ __________ and
______________, and as further certified to by the Secretaries of the Sellers
under certificates dated the date of this letter, (iii) the bylaws of the
Sellers as certified to by the Secretaries of the Sellers under certificates
dated the date of this letter, and (iv) certain corporate resolutions of the
Sellers authorizing the execution and delivery of the

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<PAGE> 65
Purchase Agreement. We have also received certain information, reports and
certificates from representatives of the Sellers and from public officials of
the States of New York and Missouri. We have, without investigation or
independent verification, relied upon and assumed the accuracy, authenticity
and completeness of such documents, resolutions, information, reports and
certificates.

We have, without investigation or independent verification,
also assumed that:

1. Except for the persons signing on behalf of the
Sellers, the signatures of persons signing all Closing Documents are genuine;

2. The execution, delivery and performance of all
Closing Documents have been authorized by all necessary corporate and other
action of all signatories thereto other than the Sellers;

3. All documents submitted to us as originals or
duplicate originals are authentic; and

4. All documents submitted to us as copies, whether
certified or not, conform to the authentic original documents.

We have examined such provisions of Missouri law and the
corporate laws of the State of New York as we have deemed appropriate to the
giving of this opinion. We express no opinion as to the laws of, or the effect
or applicability of the laws of, any jurisdiction other than the laws of the
State of Missouri, the applicable corporate laws of the State of New York and
the applicable Federal laws of the United States.

Based upon and subject to the qualifications and
limitations stated in this letter, we are of the opinion that:

1. ORGANIZATION OF BROWN GROUP AND CLOTH WORLD. Brown
Group and Cloth World are corporations duly organized, validly existing, and in
good standing under the laws of the States of New York and Missouri,
respectively.

2. SUBSIDIARIES. Each of the Subsidiaries is a
corporation duly organized, validly existing, and in good standing under the
laws of the state in which it is incorporated.

Page 70 of 196
<PAGE> 66
3. AUTHORITY. Brown Group and Cloth World have sufficient
corporate power to enter into and perform their obligations under the
Agreement. The execution, delivery, and performance of the Agreement by Brown
Group and Cloth World have been duly authorized by all necessary corporate
action on their part. Assuming the due authorization, execution, and delivery
of the Agreement by Fabri-Centers and FCA Ohio, the Agreement is a valid and
binding obligation of Brown Group and Cloth World enforceable against them in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, and other laws affecting the rights of creditors generally and to
the discretion of a court in granting equitable relief.

4. NO VIOLATION. The execution and delivery of the
Agreement by Brown Group and Cloth World do not, and the performance by Brown
Group and Cloth World of their obligations under the Agreement will not, result
in any violation of or default under, or give rise to a right of modification,
termination, or acceleration of any obligation under, any provision of the
charter or bylaws of Brown Group, Cloth World, or any of the Subsidiaries; of
any loan or credit agreement, note, bond, mortgage, indenture, lease, or other
agreement or instrument known to us to which Brown Group, Cloth World, or any
of the Subsidiaries is a party (including but not limited to any Store Lease,
Personal Property Lease, or Executory Contract); of any permit, license,
judgment, order, or decree known to us by which Brown Group, Cloth World, or
any of the Subsidiaries is bound; or of any statute, ordinance, rule, or
regulation by which Brown Group, Cloth World, or any of the Subsidiaries is
bound; except, in each case, for matters revealed in the Agreement or Schedules
thereto. To our knowledge, no authorization, consent or approval of, or filing
with, any Governmental Entity is necessary for the performance by Brown Group
of its obligations under the Agreement, except, in each case, for matters
revealed in the Agreement or Schedules thereto or in the case of compliance
with the HSR Act.

Whenever our opinion with respect to the existence or
absence of facts is indicated to be based upon our knowledge or awareness, we
are referring only to the actual knowledge of Bryan Cave attorneys who have
represented the Sellers during the course of our engagement in connection with
the negotiation and execution of the Purchase Agreement. We have not
undertaken any investigation other than as described herein to determine the
truth of such facts.

This opinion is intended solely for your use in connection
with the purchase of the Acquired Assets contemplated by the Agreement and may
not be used by you for
3

Page 71 of 196
<PAGE> 67
any other purpose, or by any other individual or organization for any purpose,
without our prior written consent. By rendering the foregoing opinion, we do
not undertake to advise you of any changes in laws or facts which may occur or
come to our attention after the date hereof.

Very truly yours,

BRYAN CAVE

Page 72 of 196
<PAGE> 68
EXHIBIT 9.2(F)
--------------

ASSIGNMENT AND ASSUMPTION OF STORE LEASE

The Agreement, made as of the ____ day of ____________,
19___, among _____________________, a ______________________ corporation
("Assignor" or "Tenant"), FCA of Ohio, Inc., an Ohio corporation having an
office at 5555 Darrow Road, Hudson, Ohio 44238 ("Assignee"), and
_____________________________________, a __________________ ("Landlord");

W I T N E S S E T H:

WHEREAS, on or about _____________________, Landlord
entered into a certain Lease Agreement (the "Lease") with Assignor for premises
known as ______________________________________, (the "Premises"), which
Premises are more fully described in Exhibit A attached hereto and made a part
hereof; [a Memorandum of the Lease was recorded on ___________________________
in Volume ________, Page ____________, of the County Recorder of
________________, _______;] and

WHEREAS, Assignor desires to sell, assign, and transfer all
of its right, title, and interest in and to the Lease to Assignee, and Assignee
is willing to purchase and assume the obligations of Assignor as Tenant under
the Lease, on the terms and conditions hereinafter set forth; and

WHEREAS, Landlord is willing to consent to such assignment
and assumption of the Lease as hereinafter provided.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT:

1. ASSIGNMENT. In consideration of the sum of Ten and
00/100 Dollars ($10.00) and other good and valuable consideration paid by
Assignee, receipt and sufficiency of which are hereby acknowledged, Assignor
hereby assigns to Assignee all of Assignor's right, title, and interest in and
to the Premises as Tenant under the Lease, and to its entire leasehold estate
thereunder.

2. ASSUMPTION. Assignee hereby assumes and agrees to
fulfill and perform all of Assignor's covenants, conditions, and obligations
from and after the date hereof as Tenant under the Lease.

3. LANDLORD'S CONSENT. Landlord hereby consents to the
above assignment and assumption of the Lease and hereby accepts and recognizes
Assignee as tenant in all

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<PAGE> 69
respects, in the place and stead of assignee, as though named as Tenant in the
Lease.

4. SUCCESSORS AND ASSIGNS. The terms and conditions of
the Agreement will be binding upon and will inure to the benefit of the parties
hereto and their respective successors and assigns.

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

IN THE PRESENCE OF: [NAME OF ASSIGNOR]
("Assignor")

_______________________ By:_________________________

_______________________ Title:______________________

_______________________ And:________________________

_______________________ Title:______________________

("Assignee") FCA OF OHIO, INC.

_______________________ By:_________________________

_______________________ Title:______________________

("Landlord") [NAME OF LANDLORD]

_______________________ By:_________________________

_______________________ Title:______________________

Page 74 of 196
<PAGE> 70
*STATE OF )
) SS.
COUNTY OF )

BEFORE ME, a Notary Public in and for said county and
state personally appeared the above named Assignor
______________________________, a ________ corporation, by
________________________, its ________________________, and
________________________, its ________________________, who acknowledged that
they did sign the foregoing instrument for and on behalf of said Corporation,
and that the same is their free act and deed as such officers and the free act
and deed of the said Corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal at _________________, _______, this ____ day of
________________________, 1994.

______________________________
Notary Public

STATE OF )
) SS.
COUNTY OF )

BEFORE ME, a Notary Public in and for said county and
state personally appeared the above named Assignee FCA of Ohio, Inc., an Ohio
corporation, by ________________________, its ________________________, who
acknowledged that he did sign the foregoing instrument for and on behalf of
said Corporation, and that the same is his free act and deed as such officer
and the free act and deed of the said Corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal at _________________, _______, this ____ day of
________________________, 1994.

______________________________
Notary Public

Page 75 of 196
<PAGE> 71
STATE OF )
) SS.
COUNTY OF )

BEFORE ME, a Notary Public in and for said county and
state personally appeared the above named Landlord __________________________,
a _____________ corporation, by ________________________, its
________________________, who acknowledged that he did sign the foregoing
instrument for and on behalf of said Corporation, and that the same is his free
act and deed as such officer and the free act and deed of the said Corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal at _________________, Ohio, this ____ day of
________________________, 1994.

______________________________
Notary Public

This instrument prepared by:

Thompson, Hine and Flory
1100 National City Bank Bldg.
Cleveland, Ohio 44114
(216) 566-5500

Page 76 of 196
<PAGE> 72
EXHIBIT 9.2(G)

GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT

_________, 1994

This instrument is made pursuant to an Asset Purchase
Agreement, dated as of August 24, 1994 (the "Agreement"), among Fabri-Centers
of America, Inc. ("Fabri-Centers"), FCA of Ohio, Inc. ("FCA Ohio"), Brown
Group, Inc. ("Brown Group"), and Cloth World, Inc. ("Cloth World"). Each of
the defined terms used in this instrument has the meaning given to it in the
Agreement.

For the consideration set forth in the Agreement, FCA Ohio hereby assumes the
following liabilities and obligations:

(a) STORE LEASES. All liabilities and obligations
of Brown Group and Cloth World arising after the Time of Closing under
the Store Leases assigned to FCA Ohio pursuant to Section 1.1(c) of
the Agreement.

(b) PERSONAL PROPERTY LEASES AND EXECUTORY CONTRACTS.
Subject to paragraph 1 below, any and all liabilities and obligations
of Brown Group and Cloth World arising after the Time of Closing under
the Personal Property Leases and the Executory Contracts.

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<PAGE> 73
and supported by a list showing the amount owed to or accrued for each employee.

(f) ACCRUING AFTER TIME OF CLOSING. All liabilities
incurred by Fabri-Centers or FCA Ohio in connection with their
operation of the Business or ownership of the Acquired Assets after
the Time of Closing or as a proximate result of a negligent or
wrongful act or omission of Buyers. Without limiting the generality
of the foregoing, such assumed liabilities will include all
liabilities of Cloth World or any of the Subsidiaries, or of Buyers,
under any Store Leases, Personal Property Leases, or Executory
Contracts included in the Assumed Liabilities that (i) arise and
become payable after the Time of Closing or (ii) result from a breach
or other negligent or wrongful acts or omissions by Buyers after the
Time of Closing.

(g) LIABILITIES INCLUDED ON THE CLOSING DATE
STATEMENT. All liabilities included in the Closing Date Statement
that are supported by appropriate lists or schedules.

Notwithstanding the foregoing, FCA Ohio will not
assume or otherwise be responsible to third parties for any of the following
liabilities and obligations:

(1) CERTAIN LIABILITIES UNDER LEASES, CONTRACTS,
PERMITS, OR LICENSES. All liabilities of Cloth World or any of the
Subsidiaries under any lease, contract, permit, or license to which it
is a party or by which it is bound, including but not limited to the
Store Leases, Personal Property Leases, or Executory Contracts, that
(i) arise and become payable before the Time of Closing or (ii) result
from a breach or other negligent or wrongful acts or omissions by
Brown Group, Cloth World, or any of the Subsidiaries before the Time
of Closing.

(2) TAX LIABILITIES. All federal, state, and local
tax liabilities, including income, payroll and withholding, sales,
use, ad valorem, transfer, franchise, license, excise, property,
environmental, or windfall profit tax, custom, duty, or other
governmental fee, assessment, or charge of Brown Group, Cloth World,
or any of the Subsidiaries attributable to periods prior to the Time
of Closing or, with respect to personal property Taxes, as to which
the lien date has occurred prior to the Time of Closing. For purposes
of this Agreement, the term "Taxes"

Page 78 of 196
<PAGE> 74
includes all Tax liabilities that might be imposed on Cloth World or
any of the Subsidiaries by reason of their membership in an affiliated,
consolidated, combined, or unitary group.

(3) OBLIGATIONS TO DONALD RICHEY AND WAREHOUSE
EMPLOYEES. Any and all obligations and liabilities arising prior to
the Time of Closing that Sellers may have to Mr. Donald Richey and to
employees of Sellers at the Warehouse (other than the manager of the
Warehouse), including any obligation to provide severance pay or other
benefits following termination of employment or the sale of the
Business.

(4) CERTAIN OBLIGATIONS AND LIABILITIES AS EMPLOYER.
All liabilities, arising or attributable to events occurring prior to
the Time of Closing, to current or former employees of Cloth World or
any of the Subsidiaries, including Hired Employees (i) to provide sick
pay, disability benefits, profit sharing, pension, health insurance,
or other benefits not specifically referred to in Section 2.1 of the
Agreement with respect to the employment of any person by Brown Group,
Cloth World, or any of the Subsidiaries, including but not limited to
benefits arising under any Employee Plans, or (ii) for workers'
compensation claims, premiums, or retroactive premium adjustments
attributable to events occurring or conditions existing prior to the
Time of Closing. All obligations to current or former employees of
Cloth World or any of the Subsidiaries (other than Hired Employees),
their spouses, former spouses, dependents, and former dependents to
provide continuation coverage required by COBRA.

(5) VIOLATION OF LAW. All liabilities of Cloth
World or any of the Subsidiaries for a violation of law occurring
prior to the Time of Closing, including but not limited to any
violation of laws relating to employment practices, terms and
conditions of employment, wages and hours, nondiscrimination in
employment, and sexual harassment.

(6) LITIGATION AND CLAIMS. All liabilities with
respect to litigation and claims against Cloth World or any of the
Subsidiaries attributable to events occurring or conditions existing
prior to the Time of Closing.

Page 79 of 196
<PAGE> 75
(7) INTERCOMPANY ACCOUNTS PAYABLE. All liabilities
with respect to accounts payable, if any, owed by Cloth World or any
of the Subsidiaries to Brown Group or any affiliates of Brown Group.

(8) LIABILITIES NOT RELATED TO BUSINESS. All
liabilities or obligations that are not related to the operation of
the Stores or the Business.

(9) LIABILITIES NOT INCLUDED IN CLOSING DATE
STATEMENT. Any liabilities not included in the Closing Date
Statement.

Fabri-Centers hereby unconditionally and irrevocably
guarantees the full and timely performance of all the obligations and
responsibilities of FCA Ohio under this instrument.

IN WITNESS WHEREOF, Brown Group, Cloth World,
Fabri-Centers, and FCA Ohio have signed this instrument on the date first above
written.

BROWN GROUP, INC.

By:__________________________
Title:_______________________

CLOTH WORLD, INC.

By:_________________________
Title:______________________

FABRI-CENTERS OF AMERICA, INC.

By:_________________________
Title:_______________________

FCA OF OHIO, INC.

By:_________________________
Title:_______________________

Page 80 of 196
<PAGE> 76
EXHIBIT 9.2(H)

GENERAL ASSIGNMENT AND BILL OF SALE

_________, 1994

For the consideration set forth in the Agreement,
Brown Group, Cloth World, and the Subsidiaries hereby assign and transfer to
FCA Ohio all of their right, title, and interest in and to the following assets
and rights:

(a) FURNITURE, FIXTURES, EQUIPMENT, AND TANGIBLE
PERSONAL PROPERTY. All of the tangible personal property located at
the Warehouse, including fixtures, machinery, equipment, furniture,
and supplies, and all of the fixtures, supplies, and other tangible
personal property (other than Inventory) relating to the Stores or the
Business, including but not limited to all such tangible personal
property (i) located at the Stores or (ii) identified on the Tangible
Personal Property List attached to the Agreement as Schedule 1.1(a).

(b) INVENTORY. All merchandise inventory, except
consignment merchandise, (i) located at the Stores, (ii) located at
the Warehouse and held for delivery to and use or sale at the Stores,
or (iii) in transit from the Warehouse to the Stores.

(c) REAL PROPERTY; STORE LEASES. All rights and
interest (i) in the Owned Real Property and (ii) subject to Section
6.6 and to the extent assignable, all rights and interests under the
Store Leases.

(d) PERSONAL PROPERTY LEASES AND EXECUTORY
CONTRACTS. To the extent assignable, all rights and interests under
(i) the Personal Property Leases, (ii) the Executory Contracts, and
(iii) all open purchase orders for merchandise inventory to be used or
sold at the Stores that are entered into in the ordinary course of the
Business.

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<PAGE> 77
(e) SECURITY AND OTHER DEPOSITS. All security,
vendor, utility, and other deposits and prepaid items or expenses
relating to the Stores or the Business, including but not limited to
the items identified on the Security and Other Deposits List attached
to the Agreement as Schedule 1.1(e).

(f) PERMITS. To the extent assignable, all Permits.

(g) TRADE NAME, TRADEMARKS, COPYRIGHTS, AND OTHER
PROPRIETARY RIGHTS. All Proprietary Rights. As soon as practicable
after the Time of Closing, Cloth World will change its name to another
name that does not contain the words "Cloth" or "World."

(h) NOTES, VENDOR ACCOUNTS, AND OTHER ACCOUNTS
RECEIVABLE. All notes, vendor accounts, and other accounts receivable
(although no representation or warranty is made in the Agreement as to
the collectability of accounts receivable) relating to the Stores or
the Business (excluding any intercompany accounts receivable owned by
Cloth World or any of the Subsidiaries), but only to the extent
reflected in the Closing Date Statement and supported by a list
showing the amount due from each debtor.

(i) CASH IN REGISTERS. The Cash in Registers.

(j) BOOKS AND RECORDS. A true and correct copy of
all books and records relating to the Stores and the Business; Brown
Group and Cloth World may retain the originals of any such books and
records needed for the preparation of financial reports or tax
returns.

(k) OTHER ASSETS. All other assets the book
value of which is included in the Closing Date Statement.

Notwithstanding the foregoing, the following assets
will be retained by Brown Group and Cloth World and not included in the
transferred assets:

(a) CASH AND CASH EQUIVALENTS. Except for the Cash
in Registers, all cash-on-hand, deposits in bank accounts, and other
cash equivalents of Brown Group and Cloth World.

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<PAGE> 78
(b) WAREHOUSE AND EXECUTIVE OFFICES; ASSETS RELATING
TO WAREHOUSE AND EXECUTIVE OFFICES. The Warehouse and executive
offices of Brown Group and Cloth World and all assets located at the
Warehouse, other than tangible personal property referred to in
paragraph (a) above and Inventory held there for delivery to and use
or sale at the Stores.

(c) INTERCOMPANY RECEIVABLES. All accounts
receivable, if any, owed by Brown Group or any affiliates of Brown
Group to Cloth World or any of the Subsidiaries.

(d) REMEDIATION PROPERTY. Any Remediation Property
that FCA Ohio elects to exclude from the Acquired Assets pursuant to
Section 6.10 of the Agreement.

(f) SPECIFIED ITEMS. The items specifically
identified on the Retained Assets List attached to the Agreement as
Schedule 1.3(f).

IN WITNESS WHEREOF, Brown Group, Cloth World,
Fabri-Centers, and FCA Ohio have signed this instrument on the date first above
written.

BROWN GROUP, INC.

By:____________________________
Title:_________________________

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<PAGE> 79
CLOTH WORLD, INC.

By:___________________________
Title:_________________________

FABRI-CENTERS OF AMERICA, INC.

By:___________________________
Title:_________________________

FCA OF OHIO, INC.

By:___________________________
Title:___________________________

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<PAGE> 80
EXHIBIT 9.3(D)

OPINION OF BUYER'S COUNSEL

Brown Group, Inc. and
Cloth World, Inc.
8400 Maryland Avenue
St. Louis, Missouri 63105

Attention:

Gentlemen:

As counsel to Fabri-Centers of America, Inc.
("Fabri-Centers") and FCA of Ohio, Inc. ("FCA Ohio"), we have participated in
the preparation and negotiation of an Asset Purchase Agreement, dated as of
August 24, 1994 (the "Agreement"), among Fabri-Centers, FCA Ohio, Brown Group,
Inc. ("Brown Group"), and Cloth World, Inc. ("Cloth World"). This opinion is
being given to you pursuant to Section 9.3(d) of the Agreement. Unless
otherwise defined in this opinion, each of the defined terms used in this
opinion has the meaning given to it in the Agreement.

For purposes of this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to the original documents of all documents
submitted to us as copies, and the authenticity of all such original documents.

We have examined such certificates of public
officials and of officers of Fabri-Centers, other documents, and matters of law
as we have deemed necessary for purposes of this opinion.

Based on the foregoing, we are of the opinion that:

1. ORGANIZATION. Fabri-Centers and FCA Ohio are
corporations duly organized, validly existing, and in good standing under the
laws of the State of Ohio.

2. AUTHORITY. Fabri-Centers and FCA Ohio have
sufficient corporate power to enter into and perform their obligations under
the Agreement. The execution, delivery, and performance of the Agreement by
Fabri-Centers and FCA Ohio have been duly authorized by all necessary corporate
action on their part. Assuming the due authorization, execution, and delivery
of the Agreement by Brown Group and Cloth World, the Agreement is a valid and
binding obligation of Fabri-Centers and FCA Ohio enforceable against them in
accordance with its terms, subject to

Page 85 of 196
<PAGE> 81
bankruptcy, insolvency, reorganization, moratorium, and other laws affecting
the rights of creditors generally and to the discretion of a court in granting
equitable relief.

3. NO VIOLATION. The execution and delivery of the
Agreement by Fabri-Centers and FCA Ohio do not, the performance by
Fabri-Centers and FCA Ohio of their obligations under the Agreement will not,
result in any violation of or default under, or give rise to a right of
modification, termination, or acceleration of any obligation under, any
provision of the Articles of Incorporation or Regulations of Fabri-Centers or
FCA Ohio; of any loan or credit agreement, note, bond, mortgage, indenture,
lease, or other agreement or instrument known to us to which Fabri-Centers or
FCA Ohio is a party; of any permit, license, judgment, order, or decree known
to us by which Fabri-Centers or FCA Ohio is bound; or of any statute,
ordinance, rule, or regulation by which Fabri-Centers or FCA Ohio is bound or
which relates to their business. No authorization, consent, or approval of, or
filing with, any Governmental Entity is necessary for the performance by
Fabri-Centers or FCA Ohio of their obligations under the Agreement, except for
compliance with the HSR Act.

We are registered to practice law only in the State
of Ohio; we express no opinion as to any laws other than the laws of the State
of Ohio and federal laws of the United States of America.

This opinion is intended for your use in connection
with the sale of the Acquired Assets contemplated by the Agreement and may not
be used by you for any other purpose, or by any other individual or
organization for any purpose, without our prior written consent.

Very truly yours,

Thompson, Hine and Flory

Page 86 of 196
<PAGE> 82
EXHIBIT 11.1

NOTICE OF INDEMNIFICATION CLAIM

[TO BE SENT TO THE RECIPIENTS OF THIS NOTICE
AS PROVIDED IN SECTION 13.7 OF THE ASSET PURCHASE AGREEMENT]

This Notice is given pursuant to the Asset
Purchase Agreement, dated August 24, 1994 (the "Asset Purchase Agreement"),
among Fabri-Centers of America, Inc. ("Fabri-Centers"), FCA of Ohio, Inc. ("FCA
Ohio"), Brown Group, Inc. ("Brown Group"), and Cloth World, Inc. ("Cloth
World").

[The name of the party seeking indemnification]
hereby asserts a claim for indemnification against [name of the party against
whom indemnification is sought] pursuant to Section 11 of the Asset Purchase
Agreement. The nature, amount, and basis of the claim is described in detail
as follows:

IN WITNESS WHEREOF, [name of party seeking indemnification] has signed this
notice on ___________, 199_.

[NAME OF PARTY SEEKING
INDEMNIFICATION]

By:_________________________
Title:______________________

Page 87 of 196

<PAGE> 1

EXHIBIT 10(A)

EXECUTION COPY

CREDIT AGREEMENT

dated as of September 30, 1994

among

FABRI-CENTERS OF AMERICA, INC.

as Borrower,

THE BANKS WHICH ARE SIGNATORIES THERETO

and

SOCIETY NATIONAL BANK,
as Agent

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<CAPTION>
TABLE OF CONTENTS
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SECTION PAGE
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ARTICLE 1
DEFINITIONS
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.3 Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 2
AMOUNT AND NATURE OF CREDIT

2.1 Amount and Nature of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.2 Purpose of Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 3
LOANS

3.1 Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Revolving Credit Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(d) Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(e) Banks to Fund Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Availability of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(g) Failure of Bank to Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(h) Rate Conversion and Continuation . . . . . . . . . . . . . . . . . . . . . . 21
3.2 Optional Reductions; Termination of Commitments; Mandatory Reduction;
Extension of Commitment Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Optional Reduction; Termination of Commitments . . . . . . . . . . . . . . . 23
(b) Mandatory Reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) Extension of Commitment Period . . . . . . . . . . . . . . . . . . . . . . . 24
3.3 Repayments and Prepayments; Prepayment Compensation . . . . . . . . . . . . . . . . . 24
(a) Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Permitted Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) Mandatory Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(d) Prepayment Compensation; LIBOR Loans . . . . . . . . . . . . . . . . . . . . 25
(e) Prepayment Compensation Rate; Fed Funds Rate Loans . . . . . . . . . . . . . 25
3.4 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(a) Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(b) Unused Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(c) Determination of Applicable Fee Percentage . . . . . . . . . . . . . . . . . 27
(d) Risk Participation Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
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(e) Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(f) Acceptance Commission . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(g) Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(h) Fees Nonrefundable . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.5 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(a) Regular Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(b) Applicable Loan Percentage; Terms of Adjustment . . . . . . . . . . . . . 29
(c) Default Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(d) Interest Rate Determination . . . . . . . . . . . . . . . . . . . . . . . 30
3.6 Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(a) Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(b) Authorization to Charge Account . . . . . . . . . . . . . . . . . . . . . 31
(c) Computations of Interest and Fees . . . . . . . . . . . . . . . . . . . . 31
(d) Payment not on Banking Day . . . . . . . . . . . . . . . . . . . . . . . 31
(e) Presumption of Payment in Full by Borrower . . . . . . . . . . . . . . . 31
3.7 Reserves; Taxes; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(a) Reserves or Deposit Requirements . . . . . . . . . . . . . . . . . . . . 32
(b) Imposition of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(c) Eurodollar Deposits Unavailable or Interest Rate
Unascertainable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(d) Other Interest Rate Unattainable . . . . . . . . . . . . . . . . . . . . 33
(e) Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(f) Changes in Law Rendering LIBOR Loans Unlawful . . . . . . . . . . . . . . 34
(g) Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.8 Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.9 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(a) Taxes; Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(b) Stamp Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(c) Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(d) Removal of Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(e) Request for Refund . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(f) Exemption Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(g) Furnishing of Certificate . . . . . . . . . . . . . . . . . . . . . . . . 37
(h) Survival of Provision . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.10 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 4
ACCEPTANCES

4.1 Agreement to Create Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.2 Acceptance Criteria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.3 Conditions to Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.4 Acceptance Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.5 Acceptance Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
4.6 Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
4.7 Supply of Drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
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4.8 Payments and Computations; Overdue Payments; Cancellation of Drafts . . . . . . . . 40
(a) Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(b) Payments not on Banking Day . . . . . . . . . . . . . . . . . . . . . . . . 40
(c) Overdue Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
(d) Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.9 Cancellation of Drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.10 Acceptance of Risk Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.11 Reimbursement of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
4.12 Continuance of Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
4.13 Termination of Commitment; Indemnification; Limitation of Liability . . . . . . . . 41
(a) Termination of Commitment . . . . . . . . . . . . . . . . . . . . . . . . . 41
(b) Special Indemnification for Ineligibility . . . . . . . . . . . . . . . . . 42
(c) Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE 5
LETTERS OF CREDIT

5.1 Standby Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(a) Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(b) Reimbursement Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 43
(c) Payment of Standby Letter of Credit Obligations . . . . . . . . . . . . . . 43
5.2 Commercial Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(a) Issuance of Commercial Letters of Credit; Time Drafts . . . . . . . . . . . 43
(b) Reimbursement Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 44
(c) Payment of Time Draft Obligations . . . . . . . . . . . . . . . . . . . . . 44
5.3 Letter of Credit Bank Relationship with Banks . . . . . . . . . . . . . . . . . . . 44
(a) Risk Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(b) Reimbursement of Letter of Credit Bank . . . . . . . . . . . . . . . . . . 45
(c) Rights and Obligations of Letter of Credit Bank . . . . . . . . . . . . . . 45
(d) Effect of Applicable Law or Custom . . . . . . . . . . . . . . . . . . . . 46
(e) Termination of Letter of Credit Commitment . . . . . . . . . . . . . . . . 46
5.4 Continuing Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.5 Borrower's Guaranty of Subsidiary Letter of Credit Obligations . . . . . . . . . . . 47
(a) Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) Guaranty Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(c) Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(d) Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(e) Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(f) Continuing Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE 6
OPENING COVENANTS

6.1 Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.2 Guaranty of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
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6.3 Borrower Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.4 Subsidiary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.5 Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.6 Unaudited and Pro Forma Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 49
6.7 Certified Organizational Documents; Good Standing Certificates . . . . . . . . . . . . . . 49
6.8 Payoff Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.9 Fee Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.10 Credit Request and Disbursement Direction Letter . . . . . . . . . . . . . . . . . . . . . 50
6.11 Payment of Closing Fees; Agent's Legal Fees . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 7
CONDITIONS TO ALL CREDIT EVENTS
7.1 Representation Bringdown. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.2 Compliance with Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.3 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 8
COVENANTS

8.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
(a) Quarterly Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 51
(b) Annual Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
(c) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
(d) Publicly Filed Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
(a) Notice of Default; Misrepresentation . . . . . . . . . . . . . . . . . . . . . . 52
(b) Notice of Default under ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 52
(c) Notice of Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
(d) Environmental Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.3 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.4 Money Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.5 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.6 Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.7 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.8 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.9 Acquisitions, Bulk Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
8.10 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
8.11 Indebtedness for Borrowed Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.12 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.13 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.14 Change in Nature of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.15 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.16 Interest Rate Protection Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.17 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.18 Consolidated Net Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
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8.19 Consolidated Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.20 Consolidated Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.21 Consolidated Fixed Charge Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.22 Consolidated Current Funded Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.23 Consolidated Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.24 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
8.25 Subsidiary Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 9
REPRESENTATIONS AND WARRANTIES

9.1 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.2 Power, Authorization and Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.3 Litigation; Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.4 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.5 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.6 Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.7 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.8 Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.9 Lawful Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.10 Investment Company Act Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.11 Regulation G/Regulation U/Regulation X Compliance . . . . . . . . . . . . . . . . . . . . . 64
9.12 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE 10
EVENTS OF DEFAULT

10.1 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.3 Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.4 Cross Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.5 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.6 Termination of Plan or Creation of Withdrawal Liability . . . . . . . . . . . . . . . . . . 66
10.7 Validity of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.8 Solvency of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.9 The Borrower's Solvency; FCA of Ohio's Solvency . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE 11
REMEDIES UPON DEFAULT

11.1 Optional Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
11.2 Automatic Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
11.3 Offsets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
11.4 Equalization Provision; Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . 69
(a) Equalization of Advantage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
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(b) Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE 12
THE AGENT

12.1 The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
12.2 Nature of Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
12.3 Society as a Bank; Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 70
12.4 Instructions from Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
12.5 Bank's Diligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
12.6 No Implied Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
12.7 Sub-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
12.8 Agent's Diligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
12.9 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
12.10 Agent's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
12.11 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
12.12 Agent's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.13 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.14 Bank Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.15 Bank Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE 13
TRANSFERS AND ASSIGNMENTS

13.1 Transfer of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
(a) Prior Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
(b) Agreement; Transfer Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
(c) Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
(d) Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
13.2 Sale of Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
(a) Benefits of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
(b) Rights Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
(c) No Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
13.3 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE 14
MISCELLANEOUS

14.1 Amendments, Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
14.2 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
14.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
14.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
14.5 Obligations Several . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
14.6 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
14.7 Binding Effect; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
</TABLE>

Page 94 of 196
<PAGE> 8

<TABLE>
<S> <C> <C>
14.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
14.9 Severability of Provisions; Captions . . . . . . . . . . . . . . . . . 79
14.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
14.11 JURY TRIAL WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . 79
14.12 Jurisdiction; Venue; Inconvenient Forum . . . . . . . . . . . . . . . 79
(a) Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . 79
(b) Venue; Inconvenient Forum . . . . . . . . . . . . . . . . . . 80
</TABLE>

vii

Page 95 of 196
<PAGE> 9
<TABLE>
<S> <C>
EXHIBITS AND SCHEDULES

ANNEX A - Banks which are Parties to the Credit Agreement; Commitments and Percentages
ANNEX B - Closing Fees of the Banks

Exhibit A - Form of Revolving Credit Note
Exhibit B-1 - Form of Notice of Borrowing
Exhibit B-2 - Form of Rate Conversion/Continuation Request
Exhibit B-3 - Form of Reduction Notice
Exhibit B-4 - Form of Extension Request and Consent
Exhibit B-5 - Form of Acceptance Request
Exhibit C - Form of Draft of Acceptance
Exhibit D - Form of Guaranty of Payment
Exhibit E - Form of Borrower's Counsel Opinion
Exhibit F - Form of Compliance Certificate
Exhibit G - Form of Assignment Agreement

Supplemental Schedule
</TABLE>

viii

Page 96 of 196
<PAGE> 10
CREDIT AGREEMENT

dated as of September 30, 1994

FABRI-CENTERS OF AMERICA, INC., an Ohio corporation
(hereinafter sometimes called the "Borrower"), the financial institutions named
in Annex A attached hereto and made a part hereof and their successors and
assigns (hereinafter sometimes collectively called the "Banks" and each
individually a "Bank") and SOCIETY NATIONAL BANK, Cleveland, Ohio, as Agent for
the Banks under this Agreement (hereinafter sometimes called the "Agent"),
hereby agree as follows:

ARTICLE 1
DEFINITIONS

SECTION 1.1 DEFINITIONS. As used in this Agreement, the
following capitalized terms shall have the following meanings:

"ACCEPTANCE" shall mean a draft drawn by the Borrower on the Agent
conforming to the requirements of Section 4.2 hereof and accepted by the Agent
in accordance with such Section.

"ACCEPTANCE COMMISSION" has the meaning assigned to such term in
Section 3.4(f).

"ACCEPTANCE EXPOSURE" shall mean, with respect to any Bank, with
respect to all Acceptances, at any time of determination, such Bank's Ratable
Portion of the sum of (a) the aggregate undrawn amount of all Acceptances
outstanding at such time and (b) the aggregate amount that has been drawn by
the holder of any Acceptance under such Acceptances but for which the Agent or
the Banks, as the case may be, have not at such time been reimbursed by the
Borrower.

"ACCEPTANCE OBLIGATION" shall mean, in respect of each Acceptance, the
obligation of the Borrower to pay the Agent the face amount thereof as required
by Section 4.4 hereof and in the manner specified in Section 4.8 hereof.

"ACCEPTANCE REQUEST" has the meaning assigned to such term in Section
4.5.

"ACQUISITION" shall mean the acquisition by the Borrower or a
Subsidiary of the Borrower of the assets of Cloth World, a division of Brown
Group, Inc.

"ADJUSTED LIBOR" shall mean a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the nearest 1/100th of 1%) by
dividing (i) the applicable LIBOR rate by (ii) 1.00 minus the Reserve
Percentage and which Adjusted LIBOR shall be automatically

Page 97 of 196
<PAGE> 11
adjusted on and as of the effective date of any change in the Reserve
Percentage provided that the Reserve Percentage or any change therein shall
have actually been incurred by any Bank.

"ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form of Schedule III to the Assignment Agreement attached
as Exhibit G hereto.

"ADVANTAGE" shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other indebtedness or otherwise)
(excluding any Obligations incurred in respect of any Negotiated Bid Loan made)
received by any Bank in respect of the Obligations owing by the Borrower to the
Banks (excluding any Obligations incurred in respect of a Negotiated Bid Loan)
if such payment results in that Bank having a lesser share of such Obligations
to the Banks (excluding any Obligations incurred in respect of a Negotiated Bid
Loan), than was the case immediately before such payment.

"AFFECTED BANK" has the meaning assigned to such term in Section 3.8.

"AGENT" has the meaning assigned to such term in the preamble of this
Agreement.

"AGENT'S FEE LETTER" shall mean the fee letter, dated September 30,
1994, between the Borrower and the Agent, as the same may be amended or
modified from time to time.

"AGREEMENT" shall mean this Credit Agreement, as the same may from
time to time be amended, supplemented, restated or otherwise modified.

"ANNIVERSARY DATE" shall mean September 30.

"APPLICABLE FEE PERCENTAGE" shall mean, on each day of any Fiscal
Quarter, with respect to any Facility Fee (as set forth in Section 3.4(a)) or
any Unused Commitment Fee (as set forth in Section 3.4(b)), the annual
percentage indicated in the following table corresponding to the Borrower's
Consolidated Fixed Charge Coverage Ratio as measured for a Four Fiscal Quarter
Period ending as of such Fee Determination Date:

<TABLE>
<CAPTION>
Consolidated Fixed Charge Coverage Ratio
<S> <C> <C> <C>
>= 1.0 to 1.0 >= 1.25 to 1.0 >= 1.5 to 1.0
but < 1.25 to 1.0 but < 1.5 to 1.0 but < 1.75 to 1.0 >=1.75 to 1.0
0.25% 0.225% .1875% .125%

</TABLE>

"APPLICABLE LOAN PERCENTAGE" shall mean, on each day of any Interest
Period with respect to any LIBOR Loans comprising a Revolving Credit Borrowing
or any Fed Funds Rate Loans comprising a Revolving Credit Borrowing, as the
case may be, the percentage indicated

Page 98 of 196
<PAGE> 12
in the following table corresponding to the Borrower's Consolidated Leverage
Ratio as measured for two (2) consecutive Fiscal Quarters immediately preceding
and ending on the Determination Date applicable to such Interest Period and the
Borrower's Consolidated Fixed Charge Coverage Ratio as measured for a Four
Fiscal Quarter Period ending as of such Determination Date:

<TABLE>
<CAPTION>
Consolidated Consolidated Fixed Charge Coverage Ratio
Leverage Ratio
<S> <C> <C> <C> <C>
>= 1.0 to 1.0 >= 1.25 to 1.0 >= 1.5 to 1.0
but < 1.25 to 1.0 but < 1.5 to 1.0 but < 1.75 to 1.0 >= 1.75 to
1.0

>= .55 to 1.0
but > .50 to 1.0 2.50% 2.25% 2.00% 1.75%

>= .50 to 1.0
but > .45 to 1.0 2.25% 2.00% 1.75% 1.50%

>= .45 to 1.0
but > .35 to 1.0 2.00% 1.75% 1.50% .875%

>= .35 to 1.0
but > .25 to 1.0 1.75% 1.50% .875% .75%

>= .25 to 1.0 1.00% .875% .75% .50%

"BANK" or "BANKS" has the meaning assigned to such term in the
preamble of this Agreement.

"BANK DEBT" shall mean, collectively, every Indebtedness and liability
now or hereafter owing by the Borrower to the Banks or any thereof, whether
owing by only the Borrower or by the Borrower with one or more others in a
several, joint or joint and several capacity, whether owing absolutely or
contingently, whether created by loan, overdraft, guaranty of payment or other
contract or by quasi-contract, tort, statute or other operation of Law, whether
incurred directly to the Banks or any thereof or acquired by any or all thereof
by purchase, pledge or otherwise, and whether participated to or from the Banks
or any thereof in whole or in part.

"BANKING DAY" shall mean a day of the year on which banks are not
required or authorized to close in Cleveland, Ohio; PROVIDED, HOWEVER, that,
when used in connection with a LIBOR Loan, "Banking Day" shall mean any such
day on which banks are open for dealings in or quoting deposit rates for dollar
deposits in the London interbank market.

"BANKS LOANS" has the meaning assigned to such term in Section 11.4(b).

"BORROW" shall mean to obtain a Revolving Credit Borrowing.

Page 99 of 196
<PAGE> 13
"BORROWER" has the meaning assigned to such term in preamble of this
Agreement.

"BORROWER PROPERTY" means any real property and improvements owned,
leased, used, operated or occupied by the Borrower or any of its Subsidiaries
or any of their respective corporate predecessors, including any soil, surface
water or groundwater on or under such real property and improvements.

"CLOSING DATE" shall mean September 30, 1994.

"COMMERCIAL LETTER OF CREDIT" shall mean any commercial letter of
credit issued by the Letter of Credit Bank from time to time at the request of
the Borrower.

"COMMITMENT" shall mean, with respect to each Bank, the obligation
hereunder of such Bank to make loans, and to participate in the risks of all
Letters of Credit (including any Sight Drafts or Time Drafts issued thereunder)
issued by the Letter of Credit Bank at the Borrower's request and the risks of
all Acceptances created by the Agent, up to the amount set forth opposite such
Bank's name under the column headed "Commitments" as set forth in Annex A
hereof during the Commitment Period subject to reductions and increases in the
Maximum Availability Amount and as such Commitment may be reduced in accordance
with a reduction in the Total Commitment Amount pursuant to Section 3.2(a)
hereof.

"COMMITMENT PERIOD" shall mean the period from the date hereof to
September 30, 1997, as the same may be extended pursuant to Section 3.2(c) or
reduced pursuant to Section 3.2(a).

"COMPANY" shall mean the Borrower or a Subsidiary.

"CONSOLIDATED ASSETS" shall mean, as at the date of any determination,
the net book value of all assets of the Borrower and its Subsidiaries as of
such date classified as assets in accordance with generally accepted accounting
principles and determined on a consolidated basis.

"CONSOLIDATED CAPITAL EXPENDITURE" shall mean the sum of all amounts
paid or indebtedness incurred by the Borrower and its Subsidiaries in
connection with the purchase of capital assets that would be required to be
capitalized and shown on the consolidated balance sheet of the Borrower and its
Subsidiaries in accordance with generally accepted accounting principles.

"CONSOLIDATED CURRENT ASSETS" shall mean, as at the date of any
determination, the net book value of all assets of the Borrower and its
Subsidiaries as of such date classified as current assets in accordance with
generally accepted accounting principles and determined on a consolidated
basis.

"CONSOLIDATED CURRENT LIABILITIES" shall mean, as at any date of
determination, all liabilities of the Borrower and its Subsidiaries as of such
date classified as current liabilities in accordance with generally accepted
accounting principles and determined on a consolidated basis (including,
without limitation, all accrued taxes, all principal installments of any
Long-Term

Page 100 of 196
<PAGE> 14
Indebtedness under any promissory note maturing within twelve months of the
date of determination); PROVIDED, HOWEVER, that, the sum of (x) the aggregate
outstanding balance of Revolving Credit Loans PLUS (y) the aggregate
outstanding Negotiated Bid Loans not in excess of the Total Commitment Amount
shall not at any time be treated as a current liability.

"CONSOLIDATED FIXED CHARGE COVERAGE RATIO" has the meaning assigned to
such term in Section 8.21.

"CONSOLIDATED LEVERAGE RATIO" has the meaning assigned to such term in
Section 8.23.

"CONSOLIDATED LIABILITIES" shall mean, as at any date of
determination, all liabilities of the Borrower and its Subsidiaries (excluding
from consideration as a Consolidated Liability, all Subordinated Indebtedness
other than the Convertible Subordinated Debentures) as of such date classified
as liabilities in accordance with generally accepted accounting principles and
determined on a consolidated basis.

"CONSOLIDATED NET FIXED LEASE CHARGES" shall mean, for any fiscal
period, all fixed rental expenses (whether accrued or paid in cash) arising
from all capitalized leases or operating leases (but excluding leases of
personal property) of the Borrower and its Subsidiaries for such period LESS
all sublease rental payments arising from such capitalized leases or operating
leases (but excluding leases of personal property) for such period, in each
case, as determined on a consolidated basis and in accordance with generally
accepted accounting principles.

"CONSOLIDATED NET INTEREST EXPENSE" shall mean, for any fiscal period,
all expense of the Borrower and its Subsidiaries for such fiscal period
classified as interest expense for such period LESS income of the Borrower and
its Subsidiaries for such fiscal period classified as interest income for such
period, in each case, in accordance with generally accepted accounting
principles and determined on a consolidated basis.

"CONSOLIDATED NET PRE-TAX EARNINGS" shall mean, for any fiscal period,
the earnings (or losses) experienced by the Borrower and its Subsidiaries for
such period, before provision for any income taxes, as determined on a
consolidated basis and in accordance with generally accepted accounting
principles (but excluding for any such period any non-cash extraordinary gains
(or losses)).

"CONSOLIDATED NET WORKING CAPITAL" shall mean, as at any date of
determination, the excess of (i) the Consolidated Current Assets of the
Borrower and its Subsidiaries as of such date OVER (ii) the Consolidated
Current Liabilities of the Borrower and its Subsidiaries as of such date;
PROVIDED, HOWEVER, that, the sum of (x) the aggregate outstanding balance of
Revolving Credit Loans PLUS (y) the aggregate outstanding Negotiated Bid Loans
not in excess of the Total Commitment Amount shall not at any time be treated
as a current liability.

"CONSOLIDATED TANGIBLE NET WORTH" shall mean, as at any date of
determination, the excess of (i) the net book value (after deducting all
applicable reserves and excluding any re-appraisal or write-up of assets after
the date of this Agreement except any re-appraisal or

Page 101 of 196
<PAGE> 15
write-up of assets at the time such assets may be acquired in the Acquisition
or by means of corporate acquisitions subsequent to the date of this Agreement)
of all Consolidated Assets (excluding from consideration as a Consolidated
Asset, all intangible assets including, without limitation, patents, goodwill
and treasury shares) of the Borrower and its Subsidiaries as of such date OVER
(ii) all Consolidated Liabilities of the Borrower and its Subsidiaries as of
such date, in each case determined on a consolidated basis in accordance with
generally accepted accounting principles.

"CONTROLLED GROUP" shall mean a controlled group of corporations as
defined in Section 1563 of the Internal Revenue Code of 1986, as may be amended
from time to time, of which any the Borrower or any Subsidiary is a part.

"CONVERTIBLE SUBORDINATED DEBENTURES" shall mean the Borrower's 6.25%
Convertible Subordinated Debentures due 2002 and issued under an Indenture,
dated as of March 13, 1992, between the Borrower and Society National Bank (as
successor by merger to Ameritrust Company National Association, as Trustee.

"CREDIT EVENT" shall mean (a) the obligation of (i) each Bank to make
a Loan on the occasion of each Revolving Credit Borrowing, (ii) the Agent to
issue and accept any Acceptance, (iii) the Letter of Credit Bank to issue any
Letter of Credit or accept any Time Draft, (iv) any Bank to participate in the
risk of any Acceptance, Letter of Credit or any Time Draft, (b) the making of a
Loan by any Bank, (c) the delivery by the Borrower of (I) a Notice of Borrowing
requesting a Revolving Credit Borrowing or a Letter of Credit, (II) a Rate
Conversion/Continuation Request requesting the conversion or continuation of
Revolving Credit Loans or (III) an Acceptance Request, (d) a Rate Conversion or
Rate Continuation, (e) the acceptance by the Borrower of proceeds of any
Revolving Credit Borrowing or any Acceptance or (f) the making by any Bank of a
Negotiated Bid Loan.

"CUMULATIVE FISCAL EARNINGS" has the meaning assigned to such term in
Section 8.20.

"CUMULATIVE FISCAL PERIOD" shall mean, in respect of any Fiscal Year,
each of the following periods: (a) the period comprised of the first Fiscal
Quarter of such Fiscal Year, (b) the period comprised of the first and second
Fiscal Quarters of such Fiscal Year, (c) the period comprised of the first,
second and third Fiscal Quarters of such Fiscal Year and (d) the period
comprised of all Fiscal Quarters of such Fiscal Year.

"DEFAULT UNDER ERISA" means (a) the occurrence or existence of a
material "accumulated funding deficiency" (as defined in ERISA) in respect of
any Plan within the scope of Section 302(a) of ERISA or (b) any failure by
Borrower or any Subsidiary to make a full and timely payment of premiums
required by Section 4001 of ERISA in respect of any Plan, or (c) the occurrence
or existence of any material liability under Section 4062, 4063, 4064, 4069,
4201, 4217 or 4243 of ERISA in respect of any Plan, or (d) the occurrence or
existence of any material breach of any other Law or regulation in respect of
any such Plan, or (e) the institution or existence of any action for the
forcible termination of any such Plan which is within the scope of Section
4001(a)(3) or (15) or ERISA.

Page 102 of 196
<PAGE> 16
"DETERMINATION DATE" has the meaning assigned to that term in Section
3.5(b).

"DISTRIBUTION" shall mean any payment made, liability incurred and
other consideration (other than any stock dividend, or stock split or similar
distributions payable only in capital stock of the Borrower) given (i) for the
purchase, acquisition, redemption or retirement of any capital stock of the
Borrower (but excluding the purchase, acquisition or retirement of any capital
stock of the Borrower with respect to the 1,028,321 shares of common stock of
the Borrower authorized prior to the date of this Agreement by the Borrower's
Board of Directors for purchase, acquisition, redemption or retirement by the
Borrower) or (ii) as a dividend, return of capital or other distribution of any
kind of the Borrower's capital stock outstanding at any time.

"ENVIRONMENTAL LAWS" shall mean any federal, state or local Law,
regulation, ordinance, or order pertaining to the protection of the environment
and the health and safety of the public, including (but not limited to) the
Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), 42 USC Section Section 9601 ET SEQ.; the Resource Conservation and
Recovery Act ("RCRA"), 42 USC Section Section 6901 ET SEQ., the Hazardous
Materials Transportation Act, 49 USC Section Section 1801 ET SEQ., the Federal
Water Pollution Control Act (33 USC Section Section 1251 et seq.), the Toxic
Substances Control Act (15 USC Section Section 2601 et seq.) and the
Occupational Safety and Health Act (29 USC Section Section 651 et seq.), and
all similar state, regional or local Laws, treaties, regulations, statutes or
ordinances, common Law, civil Laws, or any case precedents, rulings,
requirements, directives or requests having the force of Law of any foreign or
domestic governmental authority, agency or tribunal, and all foreign
equivalents thereof, as the same have been or hereafter may be amended, and any
and all analogous future Laws, treaties, regulations, statutes or ordinances,
common Law, civil Laws, or any case precedents, rulings, requirements,
directives or requests having the force of Law of any foreign or domestic
governmental authority, agency or tribunal and the regulations promulgated
pursuant thereto, which governs: (i) the existence, cleanup and/or remedy of
contamination on property; (ii) the emission or discharge of Hazardous
Materials into the environment; (iii) the control of hazardous wastes; (iv) the
use, generation, transport, treatment, storage, disposal, removal or recovery
of Hazardous Materials; or (v) the maintenance and development of wetlands.

"ERISA" means the Employee Retirement Income Security Act of 1964
(Public Law 93-406), as amended, and in the event of any amendment affecting
any section thereof referred to in this Agreement, that reference shall be
reference to that section as amended, supplemented, replaced or otherwise
modified.

"ERISA AFFILIATE" of any Person means any other Person that for
purposes of Title IV of ERISA is a member of such Person's Controlled Group, or
under common control with such Person, within the meaning of Section 414 of the
Internal Revenue Code of 1986, as amended from time to time.

"ERISA REGULATOR" means any governmental agency (such as the
Department of Labor, the Internal Revenue Service and the Pension Benefit
Guaranty Corporation) having any regulatory authority over any Plan.

Page 103 of 196
<PAGE> 17
"EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"EVENT OF DEFAULT" has the meaning assigned to such term in
Article 10.

"EXEMPTION CERTIFICATE" has the meaning assigned to such term in
Section 3.9(f).

"EXTENSION REQUEST AND CONSENT" has the meaning assigned to such term
in Section 3.2(c).

"FCA OF OHIO" shall mean FCA of Ohio, Inc., an Ohio corporation, a
wholly-owned subsidiary of the Borrower.

"FACILITY FEE" has the meaning assigned to such term in Section 3.4(a).

"FED FUNDS RATE" shall mean, (i) for any Interest Period in respect of
Fed Funds Rate Loans, a rate per annum equal for each day during such Interest
Period to the weighted average of the rates on overnight Federal funds
transactions for members of the Federal Reserve System arranged by Federal
funds brokers, as published for the Banking Day immediately prior to the
commencement of such Interest Period (or, if such day is not a Banking Day, for
the next preceding Banking Day) by the Federal Reserve Bank of Cleveland, or,
if such rate is not so published for any day which is a Banking Day, the
average of the quotations for such day on such transactions received by the
Agent from three (3) federal funds brokers of recognized standing selected by
the Agent, and (ii) for any other period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published for such day (or, if such day
is not a Banking Day, for the next preceding Banking Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Banking Day, the average of the quotations for such day on such
transactions received by the Agent from three (3) federal funds brokers of
recognized standing selected by it.

"FED FUNDS RATE LOANS" shall mean a Loan which bears interest as
provided in Section 3.5(a)(ii).

"FEE ADJUSTMENT DATE" has the meaning assigned to such term in Section
3.4(c) hereof.

"FEE DETERMINATION DATE" has the meaning assigned to such term in
Section 3.4(c) hereof.

"FISCAL QUARTER" shall mean any of the four consecutive three-month
fiscal accounting periods collectively forming a Fiscal Year of the Borrower
consistent with the Borrower's past practice.

"FISCAL YEAR" shall mean the Borrower's regular annual accounting
period which shall end January 28, 1995, in respect of the Borrower's current
annual accounting period and which

Page 104 of 196
<PAGE> 18
shall consist of a fifty-two week annual period except for every sixth year
which shall consist of a fifty-three week annual accounting period (the
Borrower's annual period ending February 1, 1997 being such a fifty-three week
annual period).

"FORMER AGENT" has the meaning assigned to such term in Section 12.13.

"FOUR FISCAL QUARTER PERIOD" shall mean a period consisting of four
consecutive Fiscal Quarters, whether or not in the same Fiscal Year.

"FUNDED SENIOR DEBT" shall mean, as at the date of any determination,
the sum of all Indebtedness of the Borrower and its Subsidiaries in respect of
(i) the outstanding Obligations (other than Obligations in respect of Letters
of Credit, Time Drafts or Acceptances) of the Borrower to the Banks under this
Agreement at such date and any other Bank Debt at such date (ii) the principal
amount of any other outstanding Indebtedness for Borrowed Money or the
capitalized amount of Indebtedness in respect of capitalized lease obligations
and purchase money obligations.

"GUARANTEED LETTER OF CREDIT OBLIGATIONS" has the meaning assigned to
such term in Section 5.5.

"GUARANTOR" means one who pledges his credit or property in any manner
for the payment or other performance of the Indebtedness, contract or other
obligation of another and includes (without limitation) any guarantor (whether
of collection or payment), any obligor in respect of a standby letter of credit
or surety bond issued for the obligor's account, and surety, any co-maker, any
endorser, and anyone who agrees conditionally or otherwise to make any loan,
purchase or investment in order thereby to enable another to prevent or correct
a default of any kind.

"GUARANTORS OF PAYMENT" shall mean FCA Financial, Inc., Fabri-Centers
of South Dakota, Inc., Fabri-Centers of California, Inc., FCA of Ohio, and any
other Subsidiary of the Borrower existing on or after the Closing Date which
becomes a Guarantor of Payment pursuant to Section 8.25.

"GUARANTY" means the obligation of a Guarantor.

"GUARANTY OF PAYMENT" shall mean any Guaranty of Payment substantially
in the form of Exhibit D hereto, executed and delivered to the Agent by a
Subsidiary of the Borrower pursuant to Section 6.2 or 8.25.

"HAZARDOUS MATERIAL" shall mean and include (i) any asbestos or other
material composed of or containing asbestos which is, or may become, even if
properly managed, friable, (ii) petroleum and any petroleum product, including
crude oil or any fraction thereof, and natural gas or synthetic natural gas
liquids or mixtures thereof; (iii) any hazardous, toxic or dangerous waste,
substance or material defined as such in (or for purposes of) CERCLA or RCRA,
any so-called "Superfund" or "Superlien" law, or any other applicable
Environmental

Page 105 of 196
<PAGE> 19
Laws, and (iv) any other substance whose generation, handling, transportation,
treatment or disposal is regulated pursuant to any Environmental Laws.

"INDEBTEDNESS" means, with respect to any Person, without duplication,
(i) Indebtedness for Borrowed Money, (ii) obligations to pay the deferred
purchase price of property or services, (iii) obligations as lessee under
leases which shall have been or should be, in accordance with generally
accepted accounting principles, recorded as capital leases, (iv) all
obligations of such Person as an account party in respect of letters of credit
or banker's acceptances, (v) liabilities in respect of unfunded vested benefits
under plans covered by Title IV of ERISA, (vi) obligations secured by any Lien
on the properties or assets of the Person, (vii) obligations of such Person in
respect of currency or interest rate swap or comparable transactions, (viii)
the obligations of such Person in respect of any Reimbursement Agreement or
accepted Time Draft and (ix) obligations under direct or indirect Guaranties in
respect of, and obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in clauses (i)
through (viii) above.

"INDEBTEDNESS FOR BORROWED MONEY" means, with respect to any Person,
without duplication, all obligations of such Person for money borrowed
including, without limitation, all notes payable, and drafts accepted
representing extensions of credit, all obligations evidenced by bonds,
debentures, notes or other similar instruments, obligations under Reimbursement
Agreements and obligations upon which interest charges are customarily paid or
discounted, and all Guaranties of such obligations for money borrowed.

"INTEREST ADJUSTMENT DATE" has the meaning assigned to such term in
Section 3.5(b).

"INTEREST PERIOD" shall mean, for each of the Fed Funds Rate Loans
comprising a Revolving Credit Borrowing and for each of the LIBOR Loans
comprising a Revolving Credit Borrowing, the period commencing on the date of
such Loans or the date of the Rate Conversion or Rate Continuation of any Loans
into such Loans and ending on the numerically corresponding day of the period
selected by the Borrower pursuant to the provisions hereof and each subsequent
period commencing on the last day of the immediately preceding Interest Period
in respect of such Loans and ending on the last day of the period selected by
the Borrower pursuant to the provisions hereof. The duration of each such
Interest Period (a) with respect to Fed Funds Rate Loans, shall not exceed
thirty (30) calendar days, as the Borrower may select, upon delivery to the
Agent of a Notice of Borrowing therefor in accordance with Section 3.1(d)
hereof or (b) with respect to LIBOR Loans, shall be one, two, three or six
months, in each case as the Borrower may select, upon delivery to the Agent of
a Notice of Borrowing therefor in accordance with Section 3.1(d) hereof;
PROVIDED, HOWEVER, that:

(i) Interest Periods for Loans comprising part of the
same Revolving Credit Borrowing shall be of the same duration;

(ii) no Interest Period may end on a date later than the
last day of the Commitment Period;

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<PAGE> 20
(iii) whenever the last day of any Interest Period in
respect of LIBOR Loans would otherwise occur on a day other than a
Banking Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Banking Day; PROVIDED, HOWEVER, that if
such extension would cause the last day of such Interest Period to
occur in the next following calendar month, the last day of such
Interest Period shall occur on the immediately preceding Banking Day;

(iv) whenever the last day of any Interest Period in
respect of Fed Funds Rate Loans would otherwise occur on a day other
than a Banking Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Banking Day; and

(v) the Borrower may not select any Interest Period
ending after the date of any reduction in the Maximum Availability
Amount unless, after giving effect to such selection, the aggregate
unpaid principal amount of any then outstanding Prime Rate Loans taken
together with the principal amount of any then outstanding LIBOR Loans
or Fed Funds Rate Loans having Interest Periods ending on or prior to
the date of such reduction shall be at least equal to the principal
amount of the Revolving Credit Loans due and payable on or prior to
such date.

"LC EXPOSURE" shall mean, with respect to any Bank, at any time of
determination, such Bank's Ratable Portion of the sum of (a) the aggregate
undrawn amount of all such Letters of Credit outstanding at such time, (b) the
aggregate amount of any Time Draft issued in respect of any Commercial Letter
of Credit and (c) the aggregate amount that has been drawn under such Letters
of Credit or Time Draft but for which the Letter of Credit Bank or the Banks,
as the case may be, have not at such time been reimbursed by the Borrower.

"LAST FED FUNDS RATE" has the meaning assigned to such term in Section
3.3(e).

"LAST LIBOR" has the meaning assigned to such term in Section 3.3(d).

"LAW" shall mean any law, treaty, regulation, statute or ordinance,
common law, civil law, or any case precedent, ruling, requirement, directive or
request having the force of law of any foreign or domestic governmental
authority, agency or tribunal.

"LENDING OFFICE" shall mean, with respect to any Bank, the office of
such Bank specified as its "Lending Office" below its name on the signature
pages hereto, or such other office of such Bank as such Bank may from time to
time specify in writing to the Borrower and the Agent as the office at which
Loans are to be made and maintained.

"LETTER OF CREDIT" shall mean any Commercial Letter of Credit or
Standby Letter of Credit, as the case may be.

"LETTER OF CREDIT BANK" shall mean Society National Bank, its
successors and assigns.

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<PAGE> 21
"LETTER OF CREDIT BANK'S FEE LETTER" shall mean the letter, dated
September 30, 1994, between the Borrower and the Letter of Credit Bank, as the
same may be amended or modified from time to time, with respect to certain fees
relating to the Letter of Credit Bank's issuance of Letters of Credit.

"LIBOR" shall mean, with respect to any LIBOR Loan for any Interest
Period, an interest rate per annum (rounded upward to the nearest 1/16th of 1%)
equal to the average of the per annum rates at which deposits in immediately
available funds in United States dollars approximately equal in principal
amount to the Agent's portion of such Revolving Credit Borrowing and for a
maturity comparable to the Interest Period are offered to the Reference Bank by
prime banks in any Eurodollar market reasonably selected by the Reference Bank,
determined as of 11:00 a.m. London time (or as soon thereafter as practicable),
two (2) Banking Days prior to the beginning of the relevant Interest Period
pertaining to a LIBOR Loan hereunder.

"LIBOR LOANS" shall mean those Loans described in Section 3.1 hereof
on which the Borrower shall pay interest at a rate based on LIBOR.

"LIBOR PREPAYMENT COMPENSATION RATE" has the meaning assigned to such
term in Section 3.3(d).

"LIEN" shall mean any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on title
to real property.

"LOAN" shall mean a Revolving Credit Loan made by a Bank to the
Borrower pursuant to Article 3 and refers to a Prime Rate Loan, a LIBOR Loan or
a Fed Funds Rate Loan.

"LONG-TERM INDEBTEDNESS" shall mean, as at the date of any
determination, all Indebtedness of the Borrower or its Subsidiaries (i) which
matures no earlier than one (1) year from the time of determination, or (ii)
which matures less than one (1) year from the time of determination but which
may have its maturity extended, at the option of the obligor thereunder, to one
(1) year or later from the time of determination.

"MAJORITY BANKS" shall mean, at any time of determination, two or more
Banks having Commitments in the aggregate of at least sixty-six percent (66%)
of the Total Commitment Amount.

"MATERIAL ADVERSE EFFECT" shall mean the occurrence or existence of:
(a) a material adverse effect on the business, results of operations or
financial condition of the Borrower and its Subsidiaries on a consolidated
basis, or (b) a material adverse effect on the ability of the Borrower to
perform its obligations under this Agreement, or (c) a material adverse effect
on the legality, validity or enforceability of the Borrower's obligations under
this Agreement.

Page 108 of 196
<PAGE> 22

<TABLE>
"MAXIMUM AVAILABILITY AMOUNT" shall mean the following amounts for the
following periods (subject to reductions in the Total Commitment Amount
pursuant to Section 3.2(a)):
<CAPTION>
PERIOD AMOUNT
------ ------
<S> <C>
commencing on the Closing
Date and ending December 31, Total Commitment
1994 Amount

commencing January 1, 1995
and ending January 31, 1995 $ 160,000,000

commencing February 1, 1995
and ending April 30, 1995 $ 175,000,000

commencing May 1, 1995
and ending December 31, 1995 Total Commitment
Amount

commencing January 1, 1996
and ending April 30, 1996 $ 175,000,000

commencing May 1, 1996
and ending December 31, 1996 Total Commitment
Amount

commencing January 1, 1997
and ending April 30, 1997 $ 175,000,000

commencing May 1, 1997
and ending on the last day of the
Commitment Period Total Commitment
Amount
</TABLE>

"NEGOTIATED BID LOAN" shall mean a Loan made by a Bank to the
Borrower, upon the terms and conditions negotiated between such Bank and the
Borrower as permitted by Section 8.11.

"NOTE" or "Notes " shall mean a note or notes executed and delivered
pursuant to Section 3.1(c) hereof.

"NOTICE OF BORROWING" shall mean a Notice of Borrowing substantially
in the form of Exhibit B-1 hereto.
13

Page 109 of 196
<PAGE> 23
"OBLIGATIONS" shall mean the obligations of the Borrower under this
Agreement, including, without limitation, the outstanding principal and accrued
interest in respect of any Revolving Credit Loans, the outstanding principal
and accrued interest in respect of the Guaranteed Letter of Credit Obligations,
all Facility Fees, Unused Commitment Fees, Risk Participation Fees, Acceptance
Commissions, fees owing to the Letter of Credit Bank, fees owing to the Agent,
other fees owing to the Banks or the Agent, reimbursement obligations under
Letters of Credit (including Sight Drafts or Time Drafts issued in respect
thereto), Acceptance Obligations, and any expenses, taxes, compensation or
other amounts owing under this Agreement, the Notes, any Guaranty of Payment,
any Reimbursement Agreement, including, without limitation, pursuant to
Sections 3.3, 3.4, 3.7, 3.8, 3.9 or 14.4 and any and all other amounts owed by
the Borrower to the Agent or the Banks pursuant to this Agreement or the Notes.

"OTHER BANKS" has the meaning assigned to such term in Section 12.15.

"OTHER TAXES" has the meaning assigned to such term in Section 3.9(b).

"OUTSIDE LOANS" has the meaning assigned to such term in Section 8.11.

"PAYMENT OFFICE" shall mean such office of the Agent as set forth
below the Agent's name on the signature pages hereof or such offices as may be
from time to time selected by the Agent and notified in writing by the Agent to
the Borrower and the Banks as the office to which payments are to be made by
the Borrower or the Banks, as the case may be.

"PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

"PLAN" shall mean any employee pension benefit plan subject to Title
IV of the Employee Retirement Income Security Act of 1964, as amended,
established or maintained by the Borrower, any Subsidiary, or any member of the
Controlled Group, or any such Plan to which the Borrower, any Subsidiary, or
any member of the Controlled Group is required to contribute on behalf of any
of its employees (other than a Multi-Employer Plan, as that term is defined in
Section 414(f) of the Internal Revenue Code as currently in effect).

"POSSIBLE DEFAULT" shall mean an event, condition or thing which
constitutes, or which with the lapse of any applicable grace period or the
giving of notice or both would constitute, any event of default referred to in
Article 10 hereof and which has not been appropriately waived by the Banks in
writing or fully corrected prior to becoming an actual event of default.

"PRE-CLOSING DATE ACCEPTANCES" has the meaning assigned to such term
in Section 4.12.

"PREPAYMENT FED FUNDS COMPENSATION RATE" has the meaning assigned to
such term in Section 3.3(e).

"PREPAYMENT LIBOR" has the meaning assigned to such term in Section
3.3(c).

Page 110 of 196
<PAGE> 24
"PRIME RATE" shall mean the higher of (i) the Fed Funds Rate plus one
and one-half percent (1.5%) or (ii) that interest rate established from time to
time by the Agent as the Agent's Prime Rate, whether or not such rate is
publicly announced; the Prime Rate may not be the lowest interest rate charged
by Agent for commercial or other extensions of credit.

"PRIME RATE LOANS" shall mean those loans described in Section 3.1(b)
hereof on which the Borrower shall pay interest at the rate based on the Prime
Rate.

"PURCHASE AGREEMENT" shall mean that certain Asset Purchase Agreement,
dated as of August 24, 1994, among the Brown Group, Inc., Cloth World, the
Borrower and FCA of Ohio.

"QUALIFYING FINANCIAL STANDARDS" shall mean, as at any date of
determination, the condition that (a) the Borrower shall have delivered the
financial statements required by Section 8.1(a) or 8.1(b), as the case may be,
(b) the Borrower shall have delivered the certificate required to be delivered
pursuant to Section 8.1(c)(ii) evidencing that the Borrower's Consolidated
Fixed Charge Coverage Ratio for the Four Fiscal Quarter Period ending
immediately prior to such determination date is not less than 1.50 to 1.0 and
that the Borrower's Consolidated Leverage Ratio for the two (2) consecutive
Fiscal Quarters immediately preceding and ending immediately prior to such
determination date is not greater than .55 to 1.0 and (c) no Event of Default
shall have occurred and be continuing.

"RATABLE PORTION" shall mean, in respect of any Bank, the quotient
(expressed as a percentage) obtained at any time by dividing such Bank's
Commitment at such time by the Total Commitment Amount.

"RATE CONTINUATION" shall mean a continuation of LIBOR Loans or Fed
Funds Rate Loans having a particular Interest Period as LIBOR Loans or Fed
Funds Rate Loans having an Interest Period of the same duration pursuant to
Section 3.1(h).

"RATE CONVERSION" refers to a conversion pursuant to Section 3.1(h) of
Loans of one Type into Loans of another Type and, with respect to LIBOR Loans
or Fed Funds Rate Loans, from one permissible Interest Period to another
permissible Interest Period.

"RATE CONVERSION/CONTINUATION REQUEST" shall mean a request for Rate
Conversion or Rate Continuation in the form of Exhibit B-2 hereto made pursuant
to Section 3.1(h).

"RECEIVABLE" shall mean a claim for moneys due or to become due,
whether classified as a contract right, account, chattel paper, instrument,
general intangible or otherwise.

"REDUCTION NOTICE" shall mean a notice for a request for the reduction
in the Total Commitment Amount pursuant to Section 3.2(a) in the form of
Exhibit B-3 hereto.

"REFERENCE BANK" shall mean the Cayman Islands branch office of
Society National Bank.

Page 111 of 196
<PAGE> 25
"REGULATORY CHANGE" shall mean, as to any Bank, any change in United
States federal, state or foreign Laws or regulations or the adoption or making
of any interpretations, directives or requests of or under any United States
federal, state or foreign Laws or regulations (whether or not having the force
of Law) by any court or governmental authority charged with the interpretation
or administration thereof.

"REIMBURSEMENT AGREEMENT" shall mean any reimbursement agreement in
respect of any Letter of Credit.

"RELATED WRITING" shall mean any assignment, mortgage, security
agreement, note, guaranty, subordination agreement, Reimbursement Agreement,
financial statement, certificate, audit report or other writing furnished by
the Borrower or any of its officers to the Banks pursuant to or otherwise in
connection with this Agreement.

"REPORTABLE EVENT" shall mean a reportable event as that term is
defined in Title IV of the Employee Retirement Income Security Act of 1964, as
amended, except actions of general applicability by the Secretary of Labor
under Section 110 of such Act.

"RESERVE PERCENTAGE" shall mean for any day that percentage (expressed
as a decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, without limitation, all basic,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect
of "Eurocurrency Liabilities", but only if actually incurred by any Bank.

"REVOLVING CREDIT BORROWING" shall mean a group of Revolving Credit
Loans of a single Type, made by the Banks on a single date and as to which a
single Interest Period is in effect (I.E. any group of Revolving Credit Loans
made by the Banks having a different Type, or having a different Interest
Period (regardless of whether such Interest Period commences on the same date
as another Interest Period), or made on a different date shall be considered to
comprise a different Revolving Credit Borrowing).

"REVOLVING CREDIT LOAN" shall mean a Loan by a Bank to the Borrower
pursuant to Section 3.1(a) and refers to a Prime Rate Loan, a Fed Funds Rate
Loan or a LIBOR Loan.

"REVOLVING CREDIT NOTE" shall mean a note executed and delivered
pursuant to Section 3.1(c) hereof.

"RISK PARTICIPATION EXPOSURE" shall mean, with respect to any Bank, at
any time of determination, the sum of such Bank's (a) LC Exposure PLUS (b)
Acceptance Exposure.

"RISK PARTICIPATION FEE" shall mean the fee payable to the Banks
pursuant to Section 3.4(d).

Page 112 of 196
<PAGE> 26
"SEC" shall mean the Securities and Exchange Commission.

"SHARING BANKS" has the meaning assigned to such term in Section
11.4(b).

"SIGHT DRAFT" shall mean a sight draft presented or to be presented
pursuant to the terms of any Commercial Letter of Credit.

"SOCIETY" shall mean Society National Bank, a national banking
association.

"STANDBY LETTER OF CREDIT" shall mean any standby letter of credit
issued by the Letter of Credit Bank on a risk-participated basis with the other
Banks pursuant to the provisions of this Agreement.

"SUBORDINATED INDEBTEDNESS" shall mean (a) the Convertible
Subordinated Debentures and; (b) all other Indebtedness of the Borrower or its
Subsidiaries, now or hereafter existing, that is expressly subordinated and
made junior to the payment and performance in full of the Obligations and which
subordination is evidenced by written agreement in form and substance
satisfactory to the Banks.

"SUBSIDIARY" shall mean an existing or future corporation, the
majority of the outstanding capital stock or voting power, or both, of which is
(or upon the exercise of all outstanding warrants, options and other rights
would be) owned at the time in question by the Borrower or by any Subsidiary of
the Borrower or by any combination of the Borrower and such company.

"SWINGLINE FACILITY" shall mean a discretionary line of credit offered
to the Borrower by Society in an aggregate principal amount not to exceed Five
Million Dollars ($5,000,000).

"TAXES" has the meaning assigned to such term in Section 3.9(a).

"TIME DRAFT" shall mean a Time Draft issued under a Commercial Letter
of Credit and accepted by the Letter of Credit Bank.

"TOTAL COMMITMENT AMOUNT" shall mean the amount equal to Two Hundred
Million Dollars ($200,000,000) as such amount may be reduced pursuant to
Section 3.2(a), Section 3.2(b) or Article 11, as the case may be.

"TYPE" shall mean, when used in respect of any Loan, LIBOR, Fed Funds
Rate or Prime Rate as applicable to such Loan.

"UNUSED COMMITMENT FEE" has the meaning assigned to such term in
Section 3.4(b).

The foregoing definitions shall be applicable to the singular and plurals of
the foregoing defined terms.

Page 113 of 196
<PAGE> 27
SECTION 1.2 COMPUTATION OF TIME PERIODS. In this Agreement in
the computation of periods of time from a specific date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

SECTION 1.3 ACCOUNTING TERMS. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with generally accepted accounting principles, as in
effect from time to time; PROVIDED, HOWEVER, that, for purposes of determining
satisfaction of the Qualifying Financial Standards, the financial tests set
forth in the definitions of Applicable Loan Percentage and Applicable Fee
Percentage, Consolidated Tangible Net Worth and compliance with the covenants
set forth in Article 8, all terms of an accounting or financial nature shall be
construed in accordance with generally accepted accounting principles as in
effect on the date of this Agreement and in all cases shall be applied on a
basis consistent with those applied in the preparation of the audited financial
statements referred to in Section 9.5; PROVIDED, HOWEVER, that, all accounting
terms shall be understood as based and determined on the "FIFO" method of
valuation of inventory.

ARTICLE 2
AMOUNT AND NATURE OF CREDIT

SECTION 2.1 AMOUNT AND NATURE OF CREDIT. Subject to the terms
and conditions set forth in this Agreement, each of the Banks hereby
establishes a facility pursuant to which Revolving Credit Loans shall be
available to the Borrower on a revolving credit basis in an amount not to
exceed Two Hundred Million Dollars ($200,000,000) (subject to the Maximum
Availability Amount in effect from time to time) of which an amount not to
exceed Sixty Million Dollars ($60,000,000) shall be available for the issuance
of Letters of Credit and Acceptances.

SECTION 2.2 PURPOSE OF FACILITY. The Borrower shall use the
proceeds of Revolving Credit Loans hereunder (a) to pay certain outstanding
indebtedness, (b) to fund the general corporate working capital purposes of the
Borrower and its Subsidiaries, and (c) for general corporate purposes,
including, without limitation, the completion of the Acquisition. The Borrower
shall use the Acceptances and the proceeds of the Acceptances for the purposes
set forth in Article 4 and the Letters of Credit for the purposes set forth in
Article 5 and for general corporate purposes of the Borrower.

ARTICLE 3
LOANS

SECTION 3.1 REVOLVING CREDIT LOANS.

(a) REVOLVING CREDIT LOANS. Subject to the terms and provisions
of this Agreement, each Bank severally agrees to make Revolving Credit Loans to
the Borrower from time to time during the Commitment Period up to such Bank's
respective Commitment; PROVIDED, HOWEVER, that in no event shall the aggregate
principal amount of all Revolving Credit Loans PLUS the aggregate Risk
Participation Exposure be in excess of the Maximum Availability Amount in

Page 114 of 196
<PAGE> 28
effect from time to time. Within the limits set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Credit Loans.

(b) REVOLVING CREDIT BORROWINGS. Subject to the terms and
conditions set forth in this Agreement, the Borrower shall have the option to
request Revolving Credit Borrowings comprised of (i) Prime Rate Loans maturing
on or before the last day of the Commitment Period, in aggregate amounts of not
less than One Million Dollars ($1,000,000) or any integral multiple thereof,
(ii) LIBOR Loans in aggregate amounts of not less than Two Million Dollars
($2,000,000) or additional increments of One Million Dollars ($1,000,000) or
any integral multiple thereof, or (iii) Fed Funds Rate Loans in aggregate
amounts of not less than Two Million Dollars ($2,000,000) or additional
increments of One Million Dollars ($1,000,000) or any integral multiple
thereof. The Borrower shall not be entitled to request any Revolving Credit
Borrowing which would result in the aggregate outstanding amount of all Fed
Funds Rate Loans to be greater than Ten Million Dollars ($10,000,000).

(c) REVOLVING CREDIT NOTES. The obligation of the Borrower to
repay Revolving Credit Loans made by each Bank and to pay interest thereon
shall be evidenced by a Revolving Credit Note of the Borrower substantially in
the form of Exhibit A-1 hereto, with appropriate insertions, dated the date of
this Agreement and payable to the order of such Bank on the last day of the
Commitment Period, in the principal amount of its Commitment. The principal
amount of the Revolving Credit Loans made by each Bank and all prepayments
thereof and the applicable dates with respect thereto shall be recorded by such
Bank from time to time on any ledger or other record of such Bank or such Bank
shall record such information by such other method as such Bank may generally
employ; PROVIDED, HOWEVER, that failure to make any such record shall in no way
detract from the Borrower's obligations under such Note. The aggregate unpaid
amount of the Revolving Credit Loans shown on the records of such Bank shall be
rebuttably presumptive evidence of the principal amount owing and unpaid on
such Revolving Credit Note.

(d) NOTICE OF BORROWING. The obligation of each Bank to make
Revolving Credit Loans comprising a Revolving Credit Borrowing is conditioned
upon receipt by the Agent of a request by the Borrower not later than 12:00
noon (Cleveland, Ohio time) (i) on the Banking Day which is the requested date
of a proposed Revolving Credit Borrowing comprised of Prime Rate Loans, (ii) on
a day which is three (3) Banking Days prior to the Banking Day which is the
requested date of a proposed Revolving Credit Borrowing comprised of LIBOR
Loans (except that the Revolving Credit Borrowing requested on the Closing Date
may be comprised of LIBOR Loans so long as each of the Banks shall have agreed
to make LIBOR Loans on the Closing Date without the notice required by this
Section 3.1(d)) and (iii) on a day which is one (1) Banking Day prior to the
Banking Day which is the requested date of a proposed Revolving Credit
Borrowing comprised of Fed Funds Rate Loans. Each such request (a "Notice of
Borrowing") shall be transmitted by the Borrower to the Agent by telecopier or
such other means as the Agent agrees to in writing, substantially in the form
of Exhibit B-1, specifying therein the requested (A) date of the Revolving
Credit Loans comprising such Revolving Credit Borrowing, (B) Type of Revolving
Credit Loans comprising such Revolving Credit Borrowing, (C) aggregate amount
of such Revolving Credit Loans and (D) in the case of a proposed

Page 115 of 196
<PAGE> 29
Revolving Credit Borrowing comprised of LIBOR Loans or Fed Funds Rate Loans,
the initial Interest Period for such Revolving Credit Loans. The Borrower may
give a Notice of Borrowing telephonically so long as written confirmation of
such Revolving Credit Borrowing by delivery of written Notice of Borrowing is
received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day such
telephonic Notice of Borrowing was given. The Agent may rely on such
telephonic Notice of Borrowing to the same extent that the Agent may rely on a
written Notice of Borrowing. Each Notice of Borrowing and telephonic Notice of
Borrowing shall be irrevocable and binding on the Borrower and subject to the
indemnification provisions of this Article 3. The Borrower shall bear all
risks related to the giving of a Notice of Borrowing telephonic or by such
other method of transmission as the Borrower shall elect. The Agent shall give
to each Bank reasonably prompt notice by telecopier on the day received of each
such Notice of Revolving Credit Borrowing.

(e) BANKS TO FUND AGENT. Each Bank shall, before 2:00 P.M.
(Cleveland, Ohio time) on the date of each Revolving Credit Borrowing, make
available to the Agent, in immediately available funds at the account of the
Agent maintained at the Payment Office as specified by the Agent to the Banks
prior to such date, such Bank's Ratable Portion of the Revolving Credit Loans
comprising such Revolving Credit Borrowing. On the date requested by the
Borrower for a Revolving Credit Borrowing, after the Agent's receipt of the
funds representing a Bank's Ratable Portion of such Revolving Credit Borrowing
and upon the Borrower's fulfillment of the applicable conditions set forth in
Article 3, the Agent will make the funds of such Bank available to the Borrower
at the aforesaid applicable Payment Office.

(f) AVAILABILITY OF FUNDS. Unless the Agent shall have received
notice from a Bank prior to the date, except in the case of Prime Rate Loans in
which case prior to the time, of any Revolving Credit Borrowing that such Bank
will not make available to the Agent such Bank's Ratable Portion of the
Revolving Credit Borrowing, the Agent may assume that such Bank has made its
Ratable Portion of the Revolving Credit Borrowing available to the Agent on the
date of the Revolving Credit Borrowing in accordance with Section 3.1(e). In
reliance upon such assumption, the Agent may, but shall not be obligated to,
make available to the Borrower on such date a corresponding portion of the
Revolving Credit Borrowing. If and to the extent that such Bank shall not have
made available to the Agent its Ratable Portion of the Loan to be made as to
the Revolving Credit Borrowing, such Bank and the Borrower severally agree to
repay to the Agent, immediately upon demand, the corresponding portion of the
Revolving Credit Borrowing, together with interest thereon, for each day from
the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent (i) in the case of the Borrower, at the interest
rate applicable at the time to the Revolving Credit Loans comprising such
Revolving Credit Borrowing and (ii) in the case of such Bank, at the Fed Funds
Rate. If such Bank shall repay to the Agent such corresponding portion of the
Revolving Credit Borrowing, the amount so repaid shall constitute such Bank's
Ratable Portion as part of such Revolving Credit Borrowing.

(g) FAILURE OF BANK TO LOAN. The failure of any Bank to make the
Loan to be made by it as its Ratable Portion of any Revolving Credit Borrowing
shall not relieve any other Bank of its obligation hereunder to make its Loan
on the date of such Revolving Credit Borrowing.

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No Bank shall be responsible for the failure of any other Bank to make the Loan
to be made by such other Bank on the date of any Revolving Credit Borrowing.

(h) RATE CONVERSION AND CONTINUATION. The Borrower shall have the
right, upon request delivered by the Borrower to the Agent not later than 12:00
noon (Cleveland, Ohio time) (i) on the day which is the Banking Day that the
Borrower desires to convert any LIBOR Loans comprising a Revolving Credit
Borrowing into Prime Rate Loans so as to comprise a Revolving Credit Borrowing,
(ii) the day which is one (1) day prior to the Banking Day on which the
Borrower desires to convert any LIBOR Loans or Prime Rate Loans comprising a
Revolving Credit Borrowing into Fed Funds Rate Loans so as to comprise a
Revolving Credit Borrowing, (iii) on the day that is three (3) Banking Days
prior to the Banking Day upon which the Borrower desires to convert any Prime
Rate Loans or Fed Funds Rate Loans comprising a Revolving Credit Borrowing into
LIBOR Loans for a given Interest Period so as to comprise a Revolving Credit
Borrowing, (iv) on the day which is three (3) Banking Days prior to the Banking
Day upon which the Borrower desires to continue any LIBOR Loans comprising a
given Revolving Credit Borrowing as LIBOR Loans for an additional Interest
Period of the same duration so as to comprise a Revolving Credit Borrowing, (v)
on the day which is three (3) Banking Days prior to the Banking Day upon which
the Borrower desires to convert any LIBOR Loans having a particular Interest
Period comprising a Revolving Credit Borrowing into LIBOR Loans having a
different permissible Interest Period so as to comprise a Revolving Credit
Borrowing, (vi) on the day which is one (1) Banking Day prior to the Banking
Day upon which the Borrower desires to continue any Fed Funds Rate Loans
comprising a given Revolving Credit Borrowing as Fed Funds Rate Loans for an
additional Interest Period of the same duration so as to comprise a Revolving
Credit Borrowing, (vii) on the day which is one (1) Banking Day prior to the
Banking Day upon which the Borrower desires to convert any Fed Funds Rate Loans
having a particular Interest Period comprising a Revolving Credit Borrowing
into Fed Funds Rate Loans having a different permissible Interest Period so as
to comprise a Revolving Credit Borrowing; PROVIDED, HOWEVER, that each such
Rate Conversion or Rate Continuation shall be subject to the following:

(A) each Rate Conversion or Rate Continuation shall be
funded among the Banks based upon each Bank's Ratable Portion of such
converted or continued Revolving Credit Loans comprising a Revolving
Credit Borrowing;

(B) if less than all the outstanding principal amount of
the Revolving Credit Loans comprising a Revolving Credit Borrowing is
converted or continued, the aggregate principal amount of such
Revolving Credit Loans converted or continued shall be, (i) in the
case of LIBOR Loans, not less than Two Million Dollars ($2,000,000) or
additional increments of One Million Dollars ($1,000,000) or any
integral multiple thereof, (ii) in the case of Prime Rate Loans, not
less than One Million Dollars ($1,000,000) or any integral multiple
thereof and (iii) in the case of Fed Funds Rate Loans, not less than
Two Million Dollars ($2,000,000) or additional increments of One
Million Dollars or any integral multiple thereof;

(C) each Rate Conversion or Rate Continuation shall be
effected by each Bank by applying the proceeds of the Loan resulting
from such Rate Conversion or

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Rate Continuation to the Loan of such Bank being converted or
continued, as the case may be, and the accrued interest on any
such Loan (or portion thereof) being converted or continued shall
be paid to the Agent on behalf of each Bank by the Borrower at the
time of such Rate Conversion or Rate Continuation;

(D) LIBOR Loans and Fed Funds Rate Loans may not be
converted or continued at a time other than the end of an Interest
Period applicable thereto unless the Borrower shall pay, upon demand,
any amounts due to the Banks pursuant to Section 3.3(d) or 3.3(e), as
the case may be;

(E) Revolving Credit Loans comprising a Revolving Credit
Borrowing may not be converted into or continued as LIBOR Loans or Fed
Funds Rate Loans less than one month prior to the last day of the
Commitment Period or for an Interest Period which continues after the
last day of the Commitment Period;

(F) Revolving Credit Loans comprising a Revolving Credit
Borrowing that cannot be converted into or continued as LIBOR Loans by
reason of clause (E) shall be automatically converted at the end of
the Interest Period in effect for such LIBOR Loans into Prime Rate
Loans comprising a Revolving Credit Borrowing;

(G) in connection with any Rate Conversion or Rate
Continuation, no Interest Period can be selected which ends after the
date of any reduction in the Maximum Availability Amount unless, after
giving effect to such selection, the aggregate unpaid principal amount
of any then outstanding Prime Rate Loans taken together with the
principal amount of any then outstanding LIBOR Loans or Fed Funds Rate
Loans having Interest Periods ending on or prior to the date of such
reduction shall be at least equal to the principal amount of the
Revolving Credit Loans due and payable on or prior to such date.

Each such request for a conversion or continuation (a "Rate
Conversion/Continuation Request") in respect of Revolving Credit Loans
comprising a Revolving Credit Borrowing shall be transmitted by the Borrower to
the Agent, by telecopier, telex or cable (in the case of telex or cable,
confirmed in writing prior to the effective date of the Rate Conversion or Rate
Continuation requested), in substantially the form of Exhibit B-2 hereto,
specifying (A) the identity and amount of the Revolving Credit Loans comprising
a Revolving Credit Borrowing that the Borrower requests be converted or
continued, (B) the Type of Revolving Credit Loans into which such Revolving
Credit Loans are to be converted or continued, (C) if such notice requests a
Rate Conversion, the date of the Rate Conversion (which shall be a Banking Day)
and (D) in the case of Revolving Credit Loans comprising a Revolving Credit
Borrowing being converted into or continued as LIBOR Loans or Fed Funds Rate
Loans, the Interest Period for such LIBOR Loans or Fed Funds Rate Loans, as the
case may be. The Borrower may make Rate Conversion/Continuation Requests
telephonically so long as written confirmation of such Revolving Credit
Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the
same day of such telephonic Rate Conversion/Continuation Request. The Agent
may rely on such telephonic Rate Conversion/Continuation Request to the same
extent that the Agent

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may rely on a written Rate Conversion/Continuation Request. Each Rate
Conversion/Continuation Request, whether telephonic or written, shall be
irrevocable and binding on the Borrower and subject to the indemnification
provisions of this Article 3. The Borrower shall bear all risks related to
giving any Rate Conversion/Continuation Request telephonically or by such other
method of transmission as Borrower shall elect. The Agent shall promptly
deliver on the day received a copy of each such Rate Conversion/Continuation
Request to the Banks by telecopier.

SECTION 3.2 OPTIONAL REDUCTIONS; TERMINATION OF COMMITMENTS;
MANDATORY REDUCTION; EXTENSION OF COMMITMENT PERIOD.

(a) OPTIONAL REDUCTION; TERMINATION OF COMMITMENTS. The Borrower
may, at any time and without payment of premium or penalty except as set forth
in Section 3.3, terminate in whole (provided no Time Drafts accepted by the
Letter of Credit Bank, Acceptances or Letters of Credit are then outstanding)
or from time to time in part reduce the Total Commitment Amount of the Banks by
delivering to the Agent, not later than 12:00 noon (Cleveland, Ohio time) two
(2) Banking Days immediately preceding the effective date of the reduction, a
notice of such reduction (a "Reduction Notice"), in the form of Exhibit B-3
hereto, stating the amount by which the Total Commitment Amount is to be
reduced and the effective date of such reduction. Each reduction shall be
subject to the following: (i) each such reduction shall be in an aggregate
principal amount of not less than One Million Dollars ($1,000,000) or any
integral multiple thereof and (ii) each such reduction shall be in an amount
such that the Total Commitment Amount as so reduced, is not less than an amount
equal to the aggregate of (i) the aggregate principal amount of the Revolving
Credit Loans then outstanding hereunder plus (ii) the aggregate Risk
Participation Exposure. The Borrower shall not be permitted to reduce the Total
Commitment Amount unless, concurrently with any reduction, the Borrower shall
make a principal payment on each Bank's then outstanding Revolving Credit Loans
in an amount equal to the excess, if any, of such Revolving Credit Loans PLUS
the aggregate Risk Participation Exposure over the Commitment of such Bank as
so reduced. The Agent shall promptly notify each Bank of its proportionate
amount and the date of each such reduction. From and after each such
reduction, the Unused Commitment Fees and Facility Fees payable hereunder shall
be calculated upon the Commitments of the Banks as so reduced. Each reduction
of the aggregate Commitments shall be made among the Banks in accordance with
its Ratable Portion. Any partial reduction in the Total Commitment Amount shall
be irrevocable and effective during the remainder of the Commitment Period and
shall not have the effect of reducing the Maximum Availability Amount from time
to time except to the extent that the Total Commitment Amount as so reduced is
less than the Maximum Availability Amount. Any partial reduction of the Total
Commitment Amount pursuant to this Section 3.3(a) shall not alter the
obligation of the Borrower to prepay any amounts in excess of the Maximum
Availability Amount pursuant to Section 3.2(c) hereof. If the Borrower
terminates in whole the Commitments of the Banks, on the effective date of such
termination (the Borrower having prepaid in full the unpaid principal balance,
if any, of the Notes outstanding together with all interest (if any) and Unused
Commitment Fees and Facility Fees accrued and unpaid and all other amounts due
to the Agent or the Banks hereunder) all of the Notes outstanding shall be
delivered to the Agent marked "Cancelled" and redelivered to the Borrower.

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(b) MANDATORY REDUCTION. In the event that the Acquisition shall
not have been consummated on or before November 1, 1994, the Total Commitment
Amount shall be automatically reduced to One Hundred Seventy-Five Million
Dollars ($175,000,000). Each reduction of the Total Commitment Amount shall be
made among the Banks each in accordance with its Ratable Portion. In the event
that such reduction of the Total Commitment Amount results in the aggregate
outstanding amount of the Revolving Credit Loans PLUS the aggregate Risk
Participation Exposure exceeding the Total Commitment Amount as so reduced, the
Borrower shall on such day prepay an aggregate principal amount of the
Revolving Credit Loans in an amount at least equal to such excess, together
with accrued interest to the date of such reduction on the principal amount
paid pursuant hereto, to the Agent for application to the Banks each in
accordance with its Ratable Portion. Any such reduction in the Total
Commitment Amount shall be effective during the remainder of the Commitment
Period and shall not have the effect of reducing the Maximum Availability
Amount from time to time except to the extent that the Total Commitment Amount
as so reduced is less than the Maximum Availability Amount. Any reduction of
the Total Commitment Amount pursuant to this Section 3.3(b) shall not alter the
obligation of the Borrower to prepay any amounts in excess of the Maximum
Availability Amount pursuant to Section 3.2(a) hereof.

(c) EXTENSION OF COMMITMENT PERIOD. After the Borrower shall have
furnished its annual audit report pursuant to Section 8.1(b) hereof, commencing
with such financial statements for the 1995 Fiscal Year, the Borrower may
request in writing that the Commitment Period be extended one (1) year to the
Anniversary Date next following the last day of the Commitment Period then in
effect, which request shall be substantially in the form of Exhibit B-4 hereto
(an "Extension Request and Consent") addressed to the Agent on behalf of the
Banks. The Agent shall promptly deliver a copy of each such Extension Request
and Consent to each of the Banks. The Banks agree to give consideration to
each such request and to respond in writing to the Borrower affirmatively or
negatively as to such request no later than sixty (60) days after such request
is received by the Agent. No Bank shall be obligated to grant the Borrower any
such extension, and unanimous written consent of all the Banks shall be
required to extend the Commitment Period. In the event of the failure of any
of the Banks to so respond affirmatively or negatively in writing within such
sixty (60) day period, such request for extension shall be deemed to have been
denied.

SECTION 3.3 REPAYMENTS AND PREPAYMENTS; PREPAYMENT COMPENSATION.

(a) REPAYMENT. The Borrower shall repay to the Agent for account
of the Banks the outstanding principal amount of the Revolving Credit Loans and
the accrued and unpaid interest, Facility Fees and Unused Commitment Fees and
any other amounts owing to the Banks, or any thereof, under this Agreement on
the last day of the Commitment Period or upon acceleration pursuant to Section
11.1 or 11.2.

(b) PERMITTED PREPAYMENTS. The Borrower may prepay, not later than
12:00 noon (Cleveland, Ohio time), upon at least two (2) Banking Days' notice
to the Agent stating the proposed date and aggregate principal amount of the
prepayment, and, upon such notice, shall prepay the outstanding aggregate
principal amount of the Revolving Credit Loans comprising

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part of the same Revolving Credit Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid; PROVIDED, HOWEVER, that each partial prepayment of Revolving
Credit Loans shall be in an aggregate principal amount of Two Million Dollars
($2,000,000) or additional increments of One Million Dollars ($1,000,000) or
any integral multiple thereof. Any prepayment of any LIBOR Loans or Fed Funds
Rate Loans made on other than the last day of an Interest Period shall obligate
the Borrower to reimburse the Banks in respect thereof pursuant to Sections
3.3(d) or (e) hereof, respectively. Upon receipt by the Agent of a notice
pursuant to this Section 3.3(b), the Agent shall promptly forward a copy of
such notice, by telecopier in the case of a prepayment of LIBOR Loans or Fed
Funds Rate Loans comprising a Revolving Credit Borrowing, to each of the Banks.

(c) MANDATORY PREPAYMENT. If on any Banking Day the aggregate
outstanding amount of the Revolving Credit Loans PLUS the aggregate Risk
Participation Exposure exceeds the Maximum Availability Amount then in effect,
the Borrower shall on such day prepay an aggregate principal amount of the
Revolving Credit Loans in an amount at least equal to such excess, together
with accrued interest to the date of such prepayment on the principal amount
prepaid, to the Agent for the account of each of the Banks ratably in
accordance with their Commitments.

(d) PREPAYMENT COMPENSATION; LIBOR LOANS. In any case of
prepayment of any LIBOR Loans comprising a Revolving Credit Borrowing, the
Borrower agrees that if Adjusted LIBOR as determined as of 11:00 a.m. London
time, two (2) Banking Days prior to the date of prepayment of any LIBOR Loans
comprising a Revolving Credit Borrowing (hereinafter, "Prepayment LIBOR") shall
be lower than the last Adjusted LIBOR previously determined for those LIBOR
Loans comprising a Revolving Credit Borrowing with respect to which prepayment
is intended to be made (hereinafter, "Last LIBOR"), then the Borrower shall,
upon written notice by the Agent, promptly pay to the Agent, for the account of
each of the Banks, in immediately available funds, compensation for such
prepayment measured by a rate (the "LIBOR Prepayment Compensation Rate") which
shall be equal to the difference between the Last LIBOR and the Prepayment
LIBOR. In determining the Prepayment LIBOR, the Agent shall apply a rate equal
to Adjusted LIBOR for a deposit approximately equal to the amount of such
prepayment which would be applicable to an Interest Period commencing on the
date of such prepayment and having a duration as nearly equal as practicable to
the remaining duration of the actual Interest Period during which such
prepayment is to be made. The LIBOR Prepayment Compensation Rate shall be
applied to all or such part of the principal amounts of the Notes as related to
the LIBOR Loans to be prepaid, and the prepayment compensation shall be
computed for the period commencing with the date on which such prepayment is to
be made to that date which coincides with the last day of the Interest Period
previously established when the LIBOR Loans, which are to be prepaid, were
made. In the event the Borrower cancels a Notice of Borrowing with respect to
a Revolving Credit Borrowing comprised of LIBOR Loans subsequent to the
delivery to the Agent of such notice such cancellation shall be treated as a
prepayment as to which the Banks shall be entitled to the aforementioned
prepayment compensation.

(e) PREPAYMENT COMPENSATION RATE; FED FUNDS RATE LOANS. In any
case of prepayment of any Fed Funds Rate Loans comprising all or any part of a
Revolving Credit

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Borrowing, the Borrower agrees that if the Fed Funds Rate as determined as of
11:00 a.m. Cleveland time, one (1) Banking Day prior to the date of prepayment
of any Fed Funds Rate Loans (hereinafter, "Prepayment Fed Funds Rate") shall be
lower than the last Fed Funds Rate previously determined for those Fed Funds
Rate Loans with respect to which prepayment is intended to be made
(hereinafter, "Last Fed Funds Rate"), then the Borrower shall, upon written
notice by the Agent, promptly pay to the Agent, for the account of each of the
Banks, in immediately available funds, a prepayment penalty measured by a rate
(the "Fed Funds Prepayment Compensation Rate") which shall be equal to the
difference between the Last Fed Funds Rate and the Prepayment Fed Funds Rate.
In determining the Prepayment Fed Funds Rate, the Agent shall apply the Fed
Funds Rate which would be applicable to a Fed Funds Rate Loan approximately
equal to the amount of such prepayment having an Interest Period commencing on
the date of such prepayment and having a duration as nearly equal as
practicable to the remaining duration of the actual Interest Period during
which such prepayment is to be made. The Prepayment Fed Funds Compensation
Rate shall be applied to all or such part of the principal amounts of the
Revolving Credit Notes as related to the Fed Funds Rate Loans to be prepaid,
and the prepayment penalty shall be computed for the period commencing with the
date on which such prepayment is to be made to the date which coincides with
the last day of the Interest Period previously established when the Fed Funds
Loans, which are to be prepaid, were made. In the event the Borrower cancels a
proposed Fed Funds Rate Loan subsequent to the delivery to the Agent of a
Notice of Borrowing with respect a Revolving Credit Borrowing comprised of Fed
Funds Rate Loans, such cancellation shall be treated as a prepayment as to
which the Banks shall be entitled to the aforementioned prepayment
compensation.

SECTION 3.4 FEES.

(a) FACILITY FEE. The Borrower agrees to pay to each Bank,
through the Agent on the last day of each Fiscal Quarter commencing with the
Fiscal Quarter ending October 29, 1994, and on the date on which the
Commitments of such Bank shall be terminated or assigned in whole as provided
herein, a facility fee (a "Facility Fee") at a rate per annum, determined on a
daily basis, equal to the Applicable Fee Percentage from time to time in effect
as determined pursuant to Section 3.4(c) below, payable in arrears, on the
amount of the Commitment of such Bank, whether used or unused, determined on a
daily basis, during the preceding calendar quarter (or short period commencing
with the Closing Date, and ending with the last day of the Commitment Period or
any date on which the Commitment of such Bank shall be terminated or assigned
in whole).

(b) UNUSED COMMITMENT FEE. The Borrower agrees to pay to each
Bank, through the Agent, on last day of each Fiscal Quarter commencing with the
Fiscal Quarter ending October 29, 1994, and on the date on which the
Commitments of the Banks shall have been terminated or assigned in whole as
provided herein, an unused commitment fee (an "Unused Commitment Fee") at a
rate per annum, determined on a daily basis, equal to the Applicable Fee
Percentage from time to time in effect as determined pursuant to Section 3.4(c)
below, payable in arrears, on the average daily unused portion of the
Commitment of such Bank, determined on a daily basis, during the preceding
calendar quarter (or short period commencing with the Closing Date and ending
with the last day of the Commitment Period or any date on

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which the Commitment of such Bank shall be terminated or assigned in whole).
For the purposes of calculating Unused Commitment Fees in respect of
Commitments, any portion of such Commitment unavailable due to Revolving Credit
Loans, outstanding Time Drafts in respect of Commercial Letters of Credit,
outstanding Standby Letters of Credit and outstanding Acceptances shall be
deemed to be usage. Any portion of such Commitment unavailable due to
outstanding Sight Drafts under Commercial Letters of Credit shall not be deemed
to be usage for the purposes of computing the Unused Commitment Fee.
Negotiated Bid Loans and Pre-Closing Date Acceptances shall not be deemed to be
usage for the purposes of computing the Unused Commitment Fee.

(c) DETERMINATION OF APPLICABLE FEE PERCENTAGE. So long as no
Event of Default shall exist, the Applicable Fee Percentage shall be adjusted
as herein specified as of the first day of the Fiscal Quarter ("Fee Adjustment
Date") during which (or, in the case of the first Fiscal Quarter of any Fiscal
Year, subsequent to which) the Agent shall have received (A) financial
statements required by Sections 8.1(a) (or, in the case of the case of the
first Fiscal Quarter of any Fiscal Year, by Section 8.1(b)) for the period
ending as of the last day of the Fiscal Quarter (or, in the case of the first
Fiscal Quarter of any Fiscal Year, the Fiscal Year) immediately preceding such
Fee Adjustment Date (each a "Fee Determination Date") and (B) a certificate
complying with Section 8.1(c)(ii) certifying the Borrower's Consolidated Fixed
Charge Coverage Ratio and the Borrower's Consolidated Leverage Ratio as of any
such Fee Determination Date; PROVIDED, HOWEVER, subject to the provisions of
the last sentence of this Section 3.4(c), the Applicable Fee Percentage to be
in effect from the Closing Date until the earlier of the delivery of the
Borrower's financial statements for the Borrower's 1995 Fiscal Year or one
hundred twenty days (120) after the last day of the Borrower's 1995 Fiscal
Year, shall be .225%; PROVIDED, FURTHER, that, with respect to any increase or
decrease in the Unused Commitment Fee and Facility Fee for the first Fiscal
Quarter of each Fiscal Year, such increase or decrease, as the case may be
shall be paid by an adjustment to the Unused Commitment Fee or Facility Fee, as
the case may be, payable for the second Fiscal Quarter of such Fiscal Year. As
of any such Fee Adjustment Date, the Applicable Fee Percentage shall be the
Applicable Fee Percentage indicated in the definition of the term "Applicable
Fee Percentage" corresponding to the Borrower's Consolidated Fixed Charge
Coverage Ratio and the Borrower's Consolidated Leverage Ratio as of any such
Fee Determination Date. Any such adjustment of the Applicable Fee Percentage
shall cease to be effective from the earlier of the next Fee Adjustment Date or
the date on which an Event of Default shall occur. The Applicable Fee
Percentage effective from such earlier date and from time to time thereafter
shall be the Applicable Fee Percentage as may be applicable at such time
pursuant to this Section 3.4(c); PROVIDED, HOWEVER, that, if an Event of
Default shall have occurred, the Applicable Fee Percentage shall be 0.25%.

(d) RISK PARTICIPATION FEE. The Letter of Credit Bank shall share
with the Banks, on a pro rata basis, a risk participation fee (the "Risk
Participation Fee") with respect to each Standby Letter of Credit and each Time
Draft accepted by the Letter of Credit Bank in an amount equal to the per annum
rate equal to the Applicable Loan Percentage in effect pursuant to Section
3.5(b) times the face amount of each such Standby Letter of Credit and each
accepted Time Draft. The Letter of Credit Bank shall pay such Risk
Participation Fees to the Agent for the account of the Banks on the last day of
each calendar quarter commencing December 31, 1994.

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(e) AGENT'S FEE. The Borrower agrees to pay to the Agent for the
sole account of the Agent an annual fee as set forth in the Agent's Fee Letter.

(f) ACCEPTANCE COMMISSION. The Borrower agrees to pay the Agent,
on behalf of the Banks, acceptance commissions ("Acceptance Commissions") with
respect to each Acceptance created by the Agent pursuant to the terms hereof in
an amount equal to the per annum rate equal to Applicable Loan Percentage in
effect pursuant to Section 3.5(b) hereof times the face amount of each
Acceptance created, for the period from the date of the creation of such
Acceptance to the date of its maturity; PROVIDED, HOWEVER, that, from the
Closing Date until the earlier of the delivery of the Borrower's financial
statements for the Borrower's 1995 Fiscal Year or one hundred twenty days (120)
after the last day of the Borrower's 1995 Fiscal Year, the Applicable Loan
Percentage for the purposes of this Section 3.4(f) shall be 1.75%. Each Bank
other than the Agent shall be entitled to receive an Acceptance Commission in
an amount based upon ninety-two and one-half per cent (92-1/2%) of its
Acceptance Exposure in each such Acceptance. The entire remainder of the
Acceptance Commission shall in each case be paid to and retained by the Agent.
For purposes of effecting payment of such commissions, the Borrower hereby
irrevocably directs the Agent, and the Agent agrees, to deduct on the due date
of the commission, the amount thereof from the proceeds of the discount of such
Acceptance effected by the Agent on such date.

(g) LETTER OF CREDIT FEES. The Borrower agrees to pay to the
Letter of Credit Bank for the sole account of the Letter of Credit Bank the
fees set forth in the Letter of Credit Bank's Fee Letter.

(h) FEES NONREFUNDABLE. All fees set forth in this Section 3.4
and closing fees payable pursuant to Section 6.11 shall be paid on the date
due, in immediately available funds, to the Agent for distribution, if and as
appropriate, to the Banks and once paid, none of such fees shall be refundable
under any circumstances.

SECTION 3.5 INTEREST.

(a) REGULAR INTEREST. The Borrower shall pay interest on the
unpaid principal amount of each Loan made by each Bank from the date of such
Loan until such principal amount shall be paid in full at the following times
and rates per annum:

(i) PRIME RATE LOANS. During such periods as a Revolving
Credit Loan is a Prime Rate Loan, a rate per annum equal at all times
to the Prime Rate, payable quarterly, in arrears, on the last day of
each Fiscal Quarter and on the date such Prime Rate Loan shall be
converted or paid in full (whether at maturity, by reason of
acceleration or otherwise).

(ii) FED FUNDS RATE LOANS. During such periods as a
Revolving Credit Loan is a Fed Funds Rate Loan, a rate per annum equal
at all times during each Interest Period for such Loan to the sum of
the Fed Funds Rate for such Interest Period for such Loan plus the
Applicable Loan Percentage in effect at the time of the making, the

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conversion or continuation of such Loan, as the case may be, in
accordance with Section 3.1(h), payable on the last day of such
Interest Period and on the date such Fed Funds Rate Loan shall be
converted or paid in full (whether at maturity, by reason of
acceleration or otherwise).

(iii) LIBOR LOANS. During such periods as a Revolving
Credit Loan is a LIBOR Loan, a rate per annum equal to the sum of the
Adjusted LIBOR plus the Applicable Loan Percentage in effect from time
to time from and after each Interest Adjustment Date occurring on or
prior to the date of the making, the conversion or the continuation of
such Loan, as the case may be, in accordance with Section 3.1(h),
payable (A) on the last day of each Interest Period and (B) if such
Interest Period has a duration of more than three months, three months
after the first day of such Interest Period and (C) on the date such
LIBOR Loan shall be converted to a Prime Rate Loan or a Fed Funds Rate
Loan or paid in full (whether at maturity, by reason of acceleration
or otherwise).

(b) APPLICABLE LOAN PERCENTAGE; TERMS OF ADJUSTMENT.

(i) COMMENCEMENT; CONDITIONS. So long as no
Event of Default shall exist, the Applicable Loan Percentage shall be
adjusted as herein specified as of the Closing Date and as of the
first day of the calendar month (each an "Interest Adjustment Date")
commencing after the date the Agent shall have received (A) financial
statements required by Sections 8.1(a) or 8.1(b) for the period ending
as of the last day of the Fiscal Quarter or Fiscal Year immediately
preceding such Interest Adjustment Date (each a "Determination Date")
and (B) a certificate complying with Section 8.1(c)(ii) certifying the
Borrower's Consolidated Fixed Charge Coverage Ratio and the Borrower's
Consolidated Leverage Ratio as of any such Determination
Date; PROVIDED, HOWEVER, subject to the provisions of clause (ii)
below, the Applicable Loan Percentage to be in effect from the Closing
Date until the earlier of the delivery of the Borrower's financial
statements for the Borrower's 1995 Fiscal Year or one hundred twenty
days (120) after the last day of the Borrower's 1995 Fiscal Year,
shall be 1.75%.

(ii) CALCULATION AND DURATION OF ADJUSTMENT. On
each Interest Adjustment Date the Applicable Loan Percentage shall be
the Applicable Loan Percentage indicated in the definition of the term
"Applicable Loan Percentage" corresponding to the Borrower's
Consolidated Fixed Charge Coverage Ratio and the Borrower's
Consolidated Leverage Ratio as of any such Determination Date. Any
such adjustment of the Applicable Loan Percentage shall cease to be
effective commencing on the earlier of (x) the next Interest
Adjustment Date, (y) the Banking Day following the day on which the
financial statements required to be delivered under Section 8.1(a) or
8.1(b), as the case may be, for the period ending as of the last day
of the Fiscal Quarter or Fiscal Year immediately preceding the date
upon which the then Applicable Loan Percentage shall cease to be
effective or (z) the date upon which an Event of Default shall occur.
The Applicable Loan Percentage effective from such earlier date and
from time to time thereafter shall be the Applicable Loan Percentage
as may be

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applicable at such time pursuant to this Section 3.5(b); PROVIDED,
HOWEVER, that (A) if an Event of Default (other than an Event of
Default under Section 10.1) shall occur, the Applicable Loan
Percentage shall be 2.50% and (B) if an Event of Default under
Section 10.1 shall occur, the interest rate shall be the interest
rate in effect pursuant to Section 3.5(c).

(c) DEFAULT INTEREST. If any principal, interest or fees due
under this Agreement shall not be paid when due or if any Revolving Credit Note
shall not be paid at maturity, whether such maturity occurs by reason of lapse
of time or by operation of any provision of acceleration of maturity therein
contained, the principal thereof and the unpaid interest and fees thereon shall
bear interest, payable on demand, for Prime Rate Loans, LIBOR Loans and Fed
Funds Rate Loans, at a rate per annum which shall be equal at all time to the
greater of (x) two percent (2.0%) in excess of the rate per annum required to
be paid on such Loans immediately prior to the date on which such amount became
due or (y) two percent (2.0%) in excess of the Prime Rate from time to time in
effect. The Borrower acknowledges that this calculation will result in the
accrual of interest on interest and the Borrower expressly consents and agrees
to this provision.

(d) INTEREST RATE DETERMINATION.

(i) AGENT DETERMINATION; NOTICE. The Agent shall
determine the Adjusted LIBOR and the Fed Funds Rate in accordance with
the definition of LIBOR Rate and Fed Funds Rate and Adjusted LIBOR set
forth in Section 1.1. The Agent shall give prompt notice to the
Borrower and the Banks of the applicable interest rate determined by
the Agent for purposes of Section 3.5(a)(i) or (ii) or (iii).

(ii) FAILURE OF BORROWER TO ELECT. If no
Interest Period is specified in any Notice of Borrowing for any LIBOR
Rate Loans comprising a Revolving Credit Borrowing or any Fed Funds
Rate Loans comprising a Revolving Credit Borrowing, the Borrower shall
be deemed to have selected an Interest Period with a duration of the
one month with respect to LIBOR Loans and seven days with respect to
Fed Funds Rate Loans. If the Borrower shall not have given notice in
accordance with Section 3.1(h) to continue any LIBOR Rate Loans
comprising a Revolving Credit Borrowing into a subsequent Interest
Period (and shall not have otherwise delivered a Rate
Conversion/Continuation Request in accordance with Section 3.1(h) to
convert such Loans), subject to the limitations set forth in Section
3.1(h) such LIBOR Rate Loans shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof),
automatically continue as LIBOR Rate Loans having the same Interest
Period as the immediately preceding Interest Period for such LIBOR
Loans; PROVIDED, HOWEVER, that, if an Event of Default shall have
occurred and be continuing, such LIBOR Loans shall be converted to
Prime Rate Loans. If the Borrower shall not have given notice in
accordance with Section 3.1(h) to continue or convert any Fed Funds
Rate Loans comprising a Revolving Credit Borrowing into a subsequent
Interest Period (and shall not have otherwise delivered a Rate
Conversion/Continuation Request in accordance with Section 3.1(h) to
convert such Fed Funds Rate Loans), such Fed Funds

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Rate Loans shall, at the end of the Interest Period applicable
thereto (unless repaid pursuant to the terms hereof), automatically
convert to Prime Rate Loans.

SECTION 3.6 PAYMENTS AND COMPUTATIONS.

(a) PAYMENTS. The Borrower shall make each payment hereunder and
under the Notes with respect to principal of, interest on, and other amounts
relating to Revolving Credit Loans, not later than 11:00 A.M. (Cleveland, Ohio
time) on the day when due in dollars to the Agent in immediately available
funds by deposit of such funds to the Agent's account maintained at the Payment
Office. Payments received after 12:00 noon (Cleveland time) on any day shall
be deemed to have been received on the next succeeding Banking Day. The Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal, interest, Unused Commitment Fees or Facility Fees or
other fees or other amounts which may be received in respect of the Obligations
of the Borrower under this Agreement ratably (other than as provided in Section
3.4(f) and amounts payable pursuant to Section 3.4(e) and 3.4(g) solely to the
Agent or the Letter of Credit Bank, as the case may be) to each of the Banks
for the account of its respective Lending Office, and like funds relating to
the payment of any other amount payable to any Bank to such Bank for the
account of its Lending Office. The funds so distributed to each Bank shall in
each case be applied by such Bank in accordance with the terms of this
Agreement.

(b) AUTHORIZATION TO CHARGE ACCOUNT. If and to the extent payment
owed to any Bank is not made when due hereunder or under the Note held by such
Bank, the Borrower hereby authorizes such Bank to charge from time to time
against any or all of the Borrower's general deposit accounts with such Bank
any amount so due.

(c) COMPUTATIONS OF INTEREST AND FEES. All computations of
interest, commitment fees and letter of credit fees and all other fees shall be
made by the Agent on the basis of a year of 360 days in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable. Each
determination by the Agent (or, in the case of Section 3.7, by a Bank) of an
interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.

(d) PAYMENT NOT ON BANKING DAY. Whenever any payment hereunder or
under the Notes shall be stated to be due on a day other than a Banking Day,
such payment shall be made on the next succeeding Banking Day, EXCEPT, that, if
such extension would cause payment of interest on or principal of LIBOR Loans
to be made in the next following calendar month, such payment shall be made on
the immediately preceding Banking Day. Any such extension or reduction of time
shall in such case be included in the computation of payment of interest,
Commitment Fee or Facility Fee, as the case may be.

(e) PRESUMPTION OF PAYMENT IN FULL BY BORROWER. Unless the Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Banks hereunder that the Borrower will not make such
payment in full, the Agent may assume that the Borrower will make or has made
such payment in full to the Agent on such date. In reliance upon such
assumption, the Agent may, but shall not be obligated to, distribute to each

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Bank on such due date the amount then due such Bank. If and to the extent the
Borrower shall not have made such payment in full to the Agent, each Bank shall
repay to the Agent promptly upon demand the amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate plus the amount of any costs, expenses,
liabilities or losses incurred by the Agent in connection with its distribution
of such funds.

SECTION 3.7 RESERVES; TAXES; INDEMNITIES.

(a) RESERVES OR DEPOSIT REQUIREMENTS. If at any time any Law,
treaty or regulation (including, without limitation, Regulation D of the Board
of Governors of the Federal Reserve System) or the interpretation thereof by
any governmental authority charged with the administration thereof or any
central bank or other fiscal, monetary or other authority shall impose (whether
or not having the force of Law), modify or deem applicable any reserve and/or
special deposit requirement (other than reserves included in the Reserve
Percentage, the effect of which is reflected in the interest rate(s) of the
LIBOR Loan(s) in question) against assets held by, or deposits in or for the
amount of any loans by, any Bank, and the result of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to such
Bank of making or maintaining hereunder LIBOR Loans or to reduce the amount of
principal or interest received by such Bank with respect to such LIBOR Loans,
then upon demand by such Bank the Borrower shall pay to such Bank from time to
time on Interest Adjustment Dates with respect to such loans, as additional
consideration hereunder, additional amounts sufficient to fully compensate and
indemnify such Bank for such increased cost or reduced amount, assuming (which
assumption such Bank need not corroborate) such additional cost or reduced
amount was allocable to such LIBOR Loans. A certificate as to the increased
cost or reduced amount as a result of any event mentioned in this Section
3.7(a), setting forth the calculations therefor, shall be promptly submitted by
such Bank to the Borrower and shall, in the absence of manifest error, be
conclusive and binding as to the amount thereof. Notwithstanding any other
provision of this Agreement, after any such demand for compensation by any
Bank, the Borrower, upon at least three (3) Banking Days' prior written notice
to such Bank through the Agent, may prepay the affected LIBOR Loans in full or
convert all LIBOR Loans to Prime Rate Loans or Fed Funds Rate Loans regardless
of the Interest Period of any thereof. Any such prepayment or conversion shall
entitle the Banks to the prepayment compensation provided for in Section 3.3
hereof. Each Bank will notify the Borrower as promptly as practicable (with a
copy thereof delivered to the Agent) of the existence of any event which will
likely require the payment by the Borrower of any such additional amount under
this Section.

(b) IMPOSITION OF TAXES. In the event that by reason of any Law,
regulation or requirement or in the interpretation thereof by an official
authority, or the imposition of any requirement of any central bank whether or
not having the force of Law, any Bank shall, with respect to this Agreement or
any transaction under this Agreement, be subjected to any tax, levy, impost,
charge, fee, duty, deduction or withholding of any kind whatsoever (other than
any tax imposed upon the total net income of such Bank) and if any such
measures or any other similar measure shall result in an increase in the cost
to such Bank of making or maintaining any LIBOR Loan or in a reduction in the
amount of principal, interest or

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commitment fee receivable by such Bank in respect thereof, then such Bank shall
promptly notify the Borrower stating the reasons therefor. The Borrower shall
thereafter pay to such Bank upon demand from time to time on Interest
Adjustment Dates with respect to such LIBOR Loans, as additional consideration
hereunder, such additional amounts as will fully compensate such Bank for such
increased cost or reduced amount. A certificate as to any such increased cost
or reduced amount, setting forth the calculations therefor, shall be submitted
by such Bank to the Borrower and shall, in the absence of manifest error, be
conclusive and binding as to the amount thereof. Notwithstanding any other
provision of this Agreement, after any such demand for compensation by any
Bank, the Borrower, upon at least three (3) Banking Days prior written notice
to such Bank through the Agent, may prepay the affected LIBOR Loans in full or
convert all LIBOR Loans to Prime Rate Loans or Fed Funds Rate Loans regardless
of the Interest Period of any thereof. Any such prepayment or conversion shall
entitle the Banks to prepayment compensation provided for in Section 3.3
hereof.

(c) EURODOLLAR DEPOSITS UNAVAILABLE OR INTEREST RATE
UNASCERTAINABLE. In respect of any LIBOR Loans, in the event that the Agent or
any Bank shall have determined that dollar deposits of the relevant amount for
the relevant Interest Period for such LIBOR Loans are not available to the
Reference Bank in the applicable Eurodollar market or that, by reason of
circumstances affecting such market, adequate and reasonable means do not exist
for ascertaining the LIBOR rate applicable to such Interest Period, as the case
may be, the Agent or such Bank shall promptly give notice of such determination
to the Borrower and (i) any notice of new LIBOR Loans (or conversion of
existing loans to LIBOR Loans) previously given by the Borrower and not yet
borrowed (or converted, as the case may be) shall be deemed a notice to make
Prime Rate Loans, and (ii) the Borrower shall be obligated either to prepay or
to convert any outstanding LIBOR Loans on the last day of the then current
Interest Period or Periods with respect thereto. Any such prepayment or
conversion shall entitle the Banks to prepayment compensation provided for in
Section 3.3 hereof.

(d) OTHER INTEREST RATE UNATTAINABLE. In respect of any Fed Funds
Rate Loans, in the event that the Agent or any Bank shall have determined that,
by reason of circumstances affecting such market, adequate and reasonable means
do not exist for ascertaining the Fed Funds Rate applicable to such Interest
Period, the Agent or such Bank shall promptly give notice of such determination
to the Borrower and (i) any notice of new Fed Funds Rate Loans (or conversion
of existing Loans to Fed Funds Rate Loans) previously given by the Borrower and
not yet borrowed (or converted, as the case may be) shall be deemed a notice to
make Prime Rate Loans, and (ii) the Borrower shall be obligated either to
prepay or to convert any outstanding Fed Funds Rate Loans on the last day of
the then current Interest Period or Periods with respect thereto. Any such
prepayment or conversion shall entitle the Banks to prepayment compensation
provided for in Section 3.3 hereof.

(e) INDEMNITY. Without prejudice to any other provisions of this
Article 3, the Borrower hereby agrees to indemnify each Bank against any loss
or expense which such Bank may sustain or incur as a consequence of any default
by the Borrower in payment when due of any amount due hereunder in respect of
any LIBOR Loan or Fed Funds Rate Loan, including, but not limited to, any loss
of profit, premium or penalty incurred by such Bank in

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respect of funds borrowed by it for the purpose of making or maintaining such
LIBOR Loan or Fed Funds Rate Loan, as determined by such Bank in the exercise
of its sole but reasonable discretion. A certificate as to any such loss or
expense shall be promptly submitted by such Bank to the Borrower and shall, in
the absence of manifest error, be conclusive and binding as to the amount
thereof.

(f) CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL. If at any time
any new Law, treaty or regulation, or any change in any existing Law, treaty or
regulation, or any interpretation thereof by any governmental or other
regulatory authority charged with the administration thereof, shall make it
unlawful for any Bank to fund any LIBOR Loans which it is committed to make
hereunder with moneys obtained in the Eurodollar market, the commitment of such
Bank to fund LIBOR Loans shall, upon the happening of such event forthwith be
suspended for the duration of such illegality, and such Bank shall by written
notice to the Borrower and the Agent declare that its Commitment with respect
to such Loans has been so suspended and, if and when such illegality ceases to
exist, such suspension shall cease and such Bank shall similarly notify the
Borrower and the Agent. If any such change shall make it unlawful for any Bank
to continue in effect the funding in the applicable Eurodollar market of any
LIBOR Loan previously made by it hereunder, such Bank shall, upon the happening
of such event, notify the Borrower, the Agent and the other Banks thereof in
writing stating the reasons therefor, and the Borrower shall, on the earlier of
(i) the last day of the then current Interest Period or (ii) if required by
such Law, regulation or interpretation, on such date as shall be specified in
such notice, either convert all LIBOR Loans to Prime Rate Loans or Fed Funds
Rate Loans to the extent permissible under this Agreement or prepay all LIBOR
Loans to the Banks in full. Any such prepayment or conversion shall entitle
the Banks to prepayment compensation as provided in Section 3.3 hereof.

(g) FUNDING. Each Bank may, but shall not be required to, make
LIBOR Loans hereunder with funds obtained outside the United States.

SECTION 3.8 CAPITAL ADEQUACY. If any Bank shall have determined,
that, whether in effect at the date of this Agreement or hereafter in effect,
any applicable Law, rule, regulation or guideline regarding capital adequacy,
or any change therein, 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
Bank (or its Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of Law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Bank's capital allocated to the transactions
contemplated by this Agreement (or the capital of its holding company) as a
consequence of its obligations hereunder to a level below that which such Bank
(or its holding company) could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's policies or the policies of
its holding company with respect to capital adequacy) by an amount deemed by
such Bank to be material, then from time to time, within 15 days after demand
by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank
such additional amount or amounts as will compensate such Bank (or its holding
company) for such reduction. Each Bank will designate a different lending
office

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if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. A certificate of any Bank claiming compensation
under this section and setting forth the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, such Bank may use any reasonable averaging and
attribution methods. Within four (4) months following the date such
certificate is furnished claiming compensation by any such Bank (the "Affected
Bank"), the Borrower may replace the Affected Bank with a lending institution
satisfactory to the Agent (the consent to which may not be unreasonably
withheld by the Agent), upon such terms and conditions as are satisfactory to
the Majority Banks. Failure on the part of any Bank to demand compensation for
any reduction in return on capital with respect to any period shall not
constitute a waiver of such Bank's rights to demand compensation for any
reduction in return on capital in such period or in any other period. The
protection of this Section 3.8 shall be available to each Bank regardless of
any possible contention of the invalidity or inapplicability of the Law,
regulation or other condition which shall have been imposed.

SECTION 3.9 TAXES.

(a) TAXES; WITHHOLDING. Any and all payments by the Borrower
hereunder, under the Notes or the other Related Writings shall be made, in
accordance with the provisions of Article 3, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, EXCLUDING,
in the case of each Bank, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the Laws of which such Bank is
organized or any political subdivision thereof (all such non-excluded taxes,
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 hereunder or under
any Note to any Bank or the Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.9) such
Bank (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
Law. All such Taxes shall be paid by the Borrower prior to the date on which
penalties attach thereto or interest accrues thereon; PROVIDED, HOWEVER, that,
if any such penalties or interest become due, the Borrower shall make prompt
payment thereof to the appropriate governmental authority. The Borrower shall
indemnify each Bank for the full amount of such Taxes (including any Taxes on
amounts payable under this Section 3.9) paid by the Bank and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally asserted. Any
indemnification payment shall be made within thirty (30) days from the date the
Bank makes written demand therefor.

(b) STAMP TAXES. The Borrower agrees to pay, and will indemnify
each Bank and the Agent for, any present or future stamp or documentary taxes
or any other excise or

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property taxes, charges or similar levies which arise from any payment made
hereunder or under the Notes or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or the Notes (hereinafter
referred to as "Other Taxes").

(c) OTHER TAXES. The Borrower will indemnify each Bank and the
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this section 3.10) paid by such Bank or the Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted. Any indemnification payment shall be made
within thirty (30) days from the date such Bank or the Agent (as the case may
be) makes written demand therefor.

(d) REMOVAL OF BANK. Within four (4) months following the date
the Agent or a Bank shall make a written demand for Taxes or Other Taxes
pursuant to this Section 3.9, the Borrower may replace the Affected Bank with a
lending institution satisfactory to the Agent (the consent to which may not be
unreasonably withheld by the Agent), upon such terms and conditions as are
satisfactory to the Majority Banks (exclusive of each Affected Bank and be
computed without consideration of the Commitment of each such Affected Bank).
Failure on the part of any Bank to demand compensation for any reduction in
return on capital with respect to any period shall not constitute a waiver of
such Bank's rights to demand compensation for any reduction in return on
capital in such period or in any other period. The protection of this Section
shall be available to each Bank regardless of any possible contention of the
invalidity or inapplicability of the law, regulation or other condition which
shall have been imposed.

(e) REQUEST FOR REFUND. At the reasonable request of the
Borrower, a Bank or the Agent shall apply at the Borrower's expense for a
refund in respect of Taxes or Other Taxes previously paid by the Borrower
pursuant to this Section 3.9 if in the opinion of such Bank or the Agent there
is a reasonable basis for such refund. Notwithstanding the foregoing, none of
the Banks or the Agent shall be obligated to pursue such refund if, in its sole
good faith judgment, such action would be disadvantageous to it. If any Bank
subsequently receives from a taxing authority a refund of any Tax previously
paid by the Borrower and for which the Borrower has indemnified the Bank
pursuant to this Section 3.9, such Bank shall within thirty (30) days after
receipt of such refund, and to the extent permitted by applicable Law, pay to
the Borrower the net amount of any such recovery after deducting taxes and
expenses attributable thereto.

(f) EXEMPTION CERTIFICATE. Not later than the Closing Date or, in
the case of any bank or financial institution that becomes a Bank after the
Closing Date, pursuant to Article 13, the date of the instrument of assignment
pursuant to which such bank or financial institution became a Bank, and
annually on each Anniversary Date thereafter or at such other times as the
Agent or the Borrower may request, (i) each Bank organized under the Laws of a
jurisdiction outside the United States shall provide the Agent and the Borrower
with duly completed copies of Form 1001 or Form 4224 or any successor form
prescribed by the Internal Revenue Service of the United States certifying that
such Bank is exempt from United States withholding taxes with respect to all
payments to be made to such Bank hereunder or other

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document satisfactory to the Borrower and the Agent indicating that all
payments to be made to such Bank hereunder are not subject to such taxes and
(ii) each other Bank shall provide the Agent and the Borrower with a written
statement that it is not a non-resident alien or foreign corporation and which
otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor
regulation under the Internal Revenue Code (each such certificate or statement,
an "Exemption Certificate"). Unless the Agent and the Borrower have received
an Exemption Certificate from such Bank, the Borrower, or the Agent if the
Borrower has not withheld, may withhold taxes from such payments at the
applicable statutory rate (subject, in the case of the Borrower to the
requirements of Section 3.9(a)); PROVIDED, HOWEVER, that if the Borrower has
withheld it shall so notify the Agent. If the Borrower is required to pay
additional amounts to any Bank pursuant to this Section 3.9, such Bank shall
use reasonable efforts to designate a different Lending Office if such
designation will thereafter avoid the need for any additional payments under
this Section 3.9 and will not, in the sole judgment of such Bank, be otherwise
disadvantageous to such Bank. A Bank which ceases to be exempt from United
States withholding taxes shall notify the Agent and the Borrower promptly
thereof.

(g) FURNISHING OF CERTIFICATE. Within 30 days after the date of
any payment of Taxes, the Borrower will furnish to the Agent, at its address
set forth on the signature page of the Agent to this Agreement or such other
address as the Agent notifies the Banks, the original or a certified copy of a
receipt evidencing payment thereof. The Borrower hereby represents and warrants
to the Agent and each of the Banks that no Taxes are payable in respect of any
payment made hereunder. If Taxes ever become payable in respect of any payment
hereunder or under the Notes made during a Fiscal Quarter, thereafter the
Borrower will furnish to the Agent, within (30) days after the end of such
Fiscal Quarter, at such address, a certificate from the Borrower stating that
any payments made during such Fiscal Quarter are exempt from or not subject to
Taxes.

(h) SURVIVAL OF PROVISION. Without prejudice to the survival of
any other agreement of the Borrower hereunder, the agreements and liabilities
of the Borrower contained in this Section 3.9 shall survive the payment in full
of the outstanding Revolving Credit Loans, Facility Fees, Unused Commitment
Fees, Acceptance Fees, Risk Participation Fees, interest and termination of the
Commitments hereunder.

SECTION 3.10 PRO RATA TREATMENT. Except as required by Section
3.7 or Section 11.4(b) or as permitted under Section 3.9, each Revolving Credit
Borrowing, each payment or prepayment of principal of any Revolving Credit
Borrowing, each payment of interest on the Revolving Credit Loans, each payment
of the Facility Fees, each payment of the Unused Commitment Fees, each payment
of Risk Participation Fees, each payment of Acceptance Fees, each reduction of
the Commitments, each Rate Conversion or Rate Continuation of Revolving Credit
Loans comprising a Revolving Credit Borrowing shall be allocated among the
Banks in accordance with each Bank's Ratable Portion of the Total Commitment
Amount (or if the Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of each Bank's Revolving
Credit Loans).

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ARTICLE 4
ACCEPTANCES

SECTION 4.1 AGREEMENT TO CREATE ACCEPTANCES. Subject to the
terms and provisions of this Agreement, the Agent on behalf of the Banks agrees
to extend credit in United States Dollars to the Borrower from time to time
during the Commitment Period by creating Acceptances for the Borrower;
PROVIDED, HOWEVER, that in no event shall (a) the aggregate Risk Participation
Exposure exceed Sixty Million Dollars ($60,000,000) or (b) the aggregate
principal amount of all Revolving Credit Loans PLUS the aggregate Risk
Participation Exposure exceed the Total Commitment Amount.

SECTION 4.2 ACCEPTANCE CRITERIA. The Borrower shall have the
option, subject to the terms and conditions set forth herein, to request
Acceptances hereunder (i) having a face amount not less than Two Million United
States Dollars (U.S. $2,000,000) or additional increments of Five Hundred
Thousand Dollars ($500,000) or any integral multiple thereof (or such lesser
amount as may be acceptable to the Agent), payable in United States Dollars,
drawn by the Borrower on the Agent in accordance with this Agreement, either to
the order of the Borrower, in which case such draft shall be endorsed by the
Borrower in blank, or to the order of the Agent, (ii) covering a specified
shipment or shipments being purchased or sold by the Borrower, and (iii)
maturing on a Banking Day not more than 180 days after the date of such draft
and not more than 210 days after the date of such shipment or shipments, all as
specified in the relevant Acceptance Request; PROVIDED, HOWEVER, that no
Acceptance shall (a) have a tenor in excess of the period of time which is
usual and reasonably necessary to finance transactions of similar character,
(b) be, together with all other financings relating to the shipment in which
such Acceptance relates, in an aggregate face amount in excess of the c.i.f.
value of such shipment, (c) be created more than thirty (30) days after or more
than thirty (30) days before the date of the shipment to which such Acceptance
relates, or (d) extend beyond the termination of the Commitment Period.

SECTION 4.3 CONDITIONS TO ACCEPTANCES. The obligation of Agent
to create each Acceptance hereunder is subject to the following conditions
precedent: (i) such Acceptance shall comply with the provisions of Section 4.5
hereof and shall also comply with applicable regulations of the Board of
Governors of the Federal Reserve System of the United States governing banker's
acceptances and shall (if accepted and endorsed by a member bank of the Federal
Reserve System or a bank authorized to create eligible acceptances) be eligible
under such regulations for purchase or, if such Acceptance has a maturity at
the time of discount of not more than ninety (90) days sight, exclusive of days
of grace, for discount by the Federal Reserve Banks.

SECTION 4.4 ACCEPTANCE OBLIGATIONS. The Borrower is obligated,
and hereby unconditionally agrees, to pay the Agent the face amount of each
Acceptance created by the Agent in accordance with the Acceptance Request sent
pursuant to Section 4.5 hereof on the maturity date thereof, or on such earlier
date as may be required pursuant to other provisions of this Agreement.

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SECTION 4.5 ACCEPTANCE REQUEST. The obligation of the Agent to
create Acceptances hereunder is conditioned, in the case of each Acceptance,
upon receipt by the Agent not later than 12:00 noon (Cleveland, Ohio time) of
each requested creation of an Acceptance by a request by the Borrower on the
Banking Day which is the requested date of the Acceptance. Each such request
(an "Acceptance Request") shall be transmitted by the Borrower to the Agent by
telecopier or such other means as the Agent agrees to in writing, substantially
in the form of Exhibit B-5, specifying therein the requested (A) date of the
Acceptance, (B) number of days such Acceptance is to remain outstanding and the
maturity date thereof and (C) containing the information and certifications
contained in the Acceptance Request in the form of Exhibit B-8 attached hereto.
The Borrower may make an Acceptance Request telephonically so long as written
confirmation of such Acceptance Request is received by the Agent by 1:00 p.m.
(Cleveland, Ohio time) on the day of such telephonic request. The Agent may
rely on such telephonic request to the same extent that the Agent may rely on a
written Acceptance Request. Each Acceptance Request, whether written or
telephonic, shall be irrevocable and binding on the Borrower and subject to the
indemnification provisions of Article 3. The Borrower shall bear all risks
relating to the method of communicating an Acceptance Request elected by the
Borrower. The Agent may shall give to each Bank prompt notice on the day
received of each such Acceptance Request by telecopier.

SECTION 4.6 DISCOUNT. The Agent agrees, on the terms and
conditions of this Agreement, that on the date of the creation by it of each
Acceptance in accordance with the terms of this Agreement the Agent will (i)
discount such Acceptance at the Agent's then current discount rate for prime
banker's acceptances of equal tenor and face amount and (ii) pay to the
Borrower an amount equal to the difference between the proceeds of such
discount and the Acceptance Commission payable to the Agent for distribution to
the Banks in respect of such Acceptance under Section 3.4(f) hereof.

SECTION 4.7 SUPPLY OF DRAFTS. To enable the Agent to create
Acceptances in the manner specified herein, the Borrower shall supply the Agent
immediately after the execution of this Agreement, and thereafter promptly upon
request by the Agent, with a sufficient number of blank drafts conforming with
the requirements of this Agreement and duly executed on behalf of the Borrower,
which the Agent shall hold in safekeeping prior to use hereunder. The Agent
shall indemnify the Borrower or any Bank for any loss the Borrower or any Bank
may suffer resulting solely from the improper use of any of such blank drafts
by any of Agent's officers, directors or employees and the creation of any
acceptances other than those authorized by the Borrower pursuant to Section 4.5
hereof. The Agent is irrevocably authorized to complete such draft in the
manner specified in the Acceptance Request. In case any authorized signatory
of the Borrower whose signature shall appear on any draft shall cease to have
such authority before the creation of an Acceptance with respect to such draft,
the obligations of the Borrower hereunder and under such Acceptance shall
nevertheless be valid for all purposes as if such authority had remained in
force until such creation.

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SECTION 4.8 PAYMENTS AND COMPUTATIONS; OVERDUE PAYMENTS;
CANCELLATION OF DRAFTS.

(a) PAYMENTS. Unless otherwise provided herein, all payments of
principal, interest, Acceptance Obligations, premiums, penalties, fees and
other amounts which may become due hereunder, shall be made to the Agent in
immediately available funds for the account of the Banks, and the Agent shall
promptly distribute to each Bank in immediately available funds its ratable
share of the amount of principal, interest, premiums, penalties, Acceptance
Commissions, fees and other amounts which may become due hereunder, received by
it for the account of such Bank in accordance with the provisions of Section
3.10.

(b) PAYMENTS NOT ON BANKING DAY. Whenever any payment pertaining
to an Acceptance Obligation or Time Draft accepted by the Letter of Credit Bank
to be made hereunder shall become due on a day other than a Banking Day, then
such due date shall be the immediately succeeding Banking Day and the Borrower
agrees to pay interest on such amount, in respect of each day during the period
from the date such amount was originally due until the immediately succeeding
Banking Day at a rate per annum equal to (i) the discount rate applicable to
the Acceptance with respect to which such Acceptance Obligation was payable or
(ii) the Prime Rate from time to time in effect with respect to such Time
Draft, as the case may be.

(c) OVERDUE PAYMENTS. Without limiting the rights of the Agent or
any Bank under this Agreement or under applicable Law, the Borrower agrees to
pay interest, to the extent permitted by applicable Law, on any amount payable
under any Acceptance which shall not have been paid when due, in respect of
each day during the period from the date such amount became due until the same
shall be paid in full, at a rate per annum which shall be two percent (2.0%) in
excess of the Prime Rate from time to time in effect.

(d) COMPUTATIONS. All computations of interest, the Acceptance
Commission, and the applicable discount rate pertaining to Acceptances shall be
made based on a year having 360 days and calculated for the actual number of
days elapsed.

SECTION 4.9 CANCELLATION OF DRAFTS. Upon payment by the Agent of
an Acceptance, the Agent shall, if the face amount of the Acceptance has been
received by the Agent from the Borrower, cancel the draft with respect to which
payment of the Acceptance was made and forward such cancelled draft, or a
photocopy thereof, to the Borrower.

SECTION 4.10 ACCEPTANCE OF RISK PARTICIPATION. The Agent hereby
agrees that it will sell simultaneously with the creation of each Acceptance,
and each Bank hereby agrees that it will buy simultaneously with the creation
of each such Acceptance (subject to the following sentence) an undivided pro
rata participation in any payment which Agent makes for the account of the
Borrower under any Acceptance for which payment Agent is not otherwise
immediately reimbursed by the Borrower. The aggregate principal amount of all
outstanding Revolving Credit Loans of such Bank PLUS such Bank's aggregate Risk
Participation Exposure (after taking into effect such Bank's Ratable Portion of
the risk participation created under this Section 4.10) shall not exceed such
Bank's Commitment in effect from time to time. The sale

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of the risk participation by the Agent, and the purchase thereof by each Bank
respectively, shall occur simultaneously with and shall be evidenced by each
Acceptance.

SECTION 4.11 REIMBURSEMENT OF AGENT. The Agent will notify each
other Bank promptly if the Agent makes any payment under an Acceptance which is
not immediately reimbursed by the Borrower. Upon demand by the Agent, each
Bank shall pay to the Agent that Bank's Ratable Portion of each such payment
made by the Agent. Each such payment shall for all purposes hereunder be deemed
to be a Prime Rate Loan (it being understood that (i) each Bank's obligation to
make such payment is absolute and unconditional and shall not be affected by
any event or circumstance whatsoever, including the occurrence of any Default
or Possible Default hereunder or the failure of any condition precedent set
forth in Article 7 to be satisfied and (ii) each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever). In
addition, upon demand by the Agent, each Bank will pay an amount equal to such
Bank's pro rata share of all costs and expenses not reimbursed by the Borrower
which have been incurred or made by the Agent as the result of, or in
connection with, any action including, but not limited to, legal action which
may be taken by Agent to obtain reimbursement for payments made by Agent under
any Acceptance. The principal amount, fees, interest and premiums with respect
to unpaid Acceptance Obligations deemed to be Prime Rate Loans pursuant to this
Section 4.11 shall be recorded on or in respect of the Revolving Credit Note by
each Bank from time to time on any ledger or other record of each Bank and each
Bank shall record such information by such other method as such Bank may
generally employ in accordance with Section 3.1(c); PROVIDED, HOWEVER, that
failure to make any such record shall in no way detract from the Borrower's
obligations under such Bank's Revolving Credit Note. The aggregate unpaid
Acceptance Obligations shown on the aforesaid records of such Bank shall be
rebuttably presumptive evidence of the principal amount owing and unpaid on
such Revolving Credit Note.

SECTION 4.12 CONTINUANCE OF ACCEPTANCES. The Agent, the Banks,
the Letter of Credit Bank and the Borrower agree that with respect to those
certain banker's acceptances or time drafts identified on the Supplemental
Schedule attached hereto which have been issued for the account of the Borrower
by Society prior to the date of this Agreement (a) such banker's acceptances
("Pre-Closing Date Acceptances") shall be deemed to be Acceptances under this
Agreement as of the date this Agreement is becomes effective pursuant to
Section 14.7, subject to the terms and conditions of this Agreement (except
that the Borrower shall not be required by virtue of this Section 4.12 to pay
any additional Acceptance Commission or discount fees for the deemed issuance
of Pre-Closing Date Acceptances hereunder) and (ii) the Borrower shall have all
obligations hereunder in respect of such Pre-Closing Date Acceptances and the
Agent shall be deemed to be the issuer or acceptor thereof.

SECTION 4.13 TERMINATION OF COMMITMENT; INDEMNIFICATION;
LIMITATION OF LIABILITY.

(a) TERMINATION OF COMMITMENT. In the event that (i) any
restriction is imposed on the Agent (including, without limitation, any legal
lending or acceptance limits imposed by the United States of America or any
political subdivision thereof) which in the judgment of the

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Agent after consultation with the Borrower would prevent the Agent from
creating Acceptances or maintaining its commitment to create Acceptances or
(ii) there shall have occurred, at any time during the term of this Agreement
(a) any adverse change or a development involving a prospective adverse change
affecting the condition of the Borrower which would materially impair the
ability of the Borrower to meet its Acceptance Obligations, (b) any outbreak of
hostilities or other national or international crisis or change in economic
conditions if the effect of such outbreak, crisis or change would make the
creation of Acceptances or the discount or sale thereof impracticable, (c) the
enactment, publication, decree or other promulgation of any statute,
regulation, rule or order of any court or other governmental authority which
would materially and adversely affect the ability of the Borrower to perform
its obligations under this Agreement, or (d) the taking of any action by any
government or agency in respect of its monetary or fiscal affairs which would
have a material adverse effect on the creation or marketing of banker's
acceptances in the United States of America, then the Agent, in the case of the
occurrence of any event described above, shall give written notice of the
occurrence of such event to the Borrower and the Banks, whereupon the
commitment of the Agent to create Acceptances shall terminate on the effective
date of such notice. The Borrower shall forthwith pay to the Agent all
Acceptance Obligations on the maturity date of the Acceptance to which each
Acceptance Obligation relates.

(b) SPECIAL INDEMNIFICATION FOR INELIGIBILITY. In the event that
any Acceptance for any reason whatsoever is deemed by the Agent not to be
eligible for discount under the Federal Reserve Act (12 USC 372), the Borrower
agrees to indemnify Agent and each Bank on demand for any and all additional
costs, expenses or damages incurred by Agent or any Bank, directly or
indirectly arising out of such ineligibility, including, without limitation,
any costs of maintaining reserves in respect to any such Acceptance and any
costs or expenses arising in any manner from the illiquidity of the market for
ineligible bankers' acceptances. A statement as to additional amounts owed to
the Agent or any Bank, showing in detail the basis for the calculation thereof,
submitted in good faith to the Borrower by the Agent or any such Bank, shall be
final, conclusive and binding in the absence of manifest error.

(c) LIMITATION OF LIABILITY. Neither the Agent nor any of its
directors, officers or employees shall be liable to the Borrower, except for
gross negligence or willful misconduct, for any action taken or omitted under
or in connection with any Acceptance, any draft to which an Acceptance relates
or any documents which in turn relate or pertain to any such draft. When
dealing with any such Acceptance, draft or related documents, Agent shall be
entitled to act and shall be fully protected, against any claim of loss by the
Borrower (except as otherwise provided in this Article 4) occasioned by the
lack, or claimed lack, of authenticity or authority of the issuance of any
draft or any signature thereon, in acting upon any telegram, telex, teletype,
bank wire, cable or radiogram or any writing, application, notice, report,
statement, certificate, resolution, request, order, consent, letter or other
instrument or communication reasonably believed by Agent to be genuine and
correct and to have been signed or sent or made by an authorized person.

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ARTICLE 5
LETTERS OF CREDIT

SECTION 5.1 STANDBY LETTERS OF CREDIT.

(a) ISSUANCE. Subject to the terms and conditions set forth in
this Agreement, upon written request from the Borrower, a copy of which is
delivered to the Agent, the Letter of Credit Bank will issue, for the account
of the Borrower or any Subsidiary of the Borrower, on or at any time after the
date of this Agreement but prior to the earliest of (i) fifteen (15) days prior
to the last day of the Commitment Period or (ii) the date on which the Banks'
Commitments are terminated in full, whether pursuant to Section 3.2 or Article
11 hereof or otherwise, Standby Letters of Credit in such form as the Borrower
and the Letter of Credit Bank may agree, but in no case having a final expiry
date later than fifteen (15) Banking Days prior to last day of the Commitment
Period, and in all cases in compliance with all applicable provisions of Law;
PROVIDED, HOWEVER, that, in no event shall (x) the aggregate Risk Participation
Exposure exceed Sixty Million Dollars ($60,000,000) or (y) the aggregate
principal amount of all Revolving Credit Loans PLUS the aggregate Risk
Participation Exposure exceed the Total Commitment Amount.

(b) REIMBURSEMENT OBLIGATIONS. Each Standby Letter of Credit
issued by the Letter of Credit Bank hereunder shall be issued pursuant to the
Letter of Credit Bank's standard and customary form APPLICATION AND AGREEMENT
FOR IRREVOCABLE STANDBY LETTER OF CREDIT then in use and shall identify: (i)
the respective dates of issuance and expiry of such Standby Letter of Credit
(which date of expiry shall not be greater than one (1) year after its
issuance), (ii) the amount of such Standby Letter of Credit (which shall be a
sum certain), (iii) the beneficiary and account party of such Standby Letter of
Credit and (iv) the drafts and other documents (if any) necessary to be
presented to the Letter of Credit Bank upon a drawing thereunder. To the
extent that any of the terms of the above referenced APPLICATION AND AGREEMENT
FOR COMMERCIAL LETTER OF CREDIT conflict with the terms of this Agreement, the
terms of this Agreement shall control.

(c) PAYMENT OF STANDBY LETTER OF CREDIT OBLIGATIONS. The Borrower
hereby agrees to pay the Letter of Credit Bank, on demand, the amount of each
drawing under any Standby Letter of Credit issued by the Letter of Credit Bank
pursuant to this Section, plus interest from the date of such drawing until
paid in full to the Letter of Credit Bank by the Borrower or pursuant to
Section 5.3(b) hereof, at an annual rate equal to the Prime Rate from time to
time in effect.

SECTION 5.2 COMMERCIAL LETTERS OF CREDIT.

(a) ISSUANCE OF COMMERCIAL LETTERS OF CREDIT; TIME DRAFTS.
Subject to the terms and conditions set forth in this Agreement, upon written
request from the Borrower, a copy of which is delivered to the Agent, the
Letter of Credit Bank will issue, for the account of the Borrower or any
Subsidiary of the Borrower, on or at any time after the date of this Agreement
but prior to the earliest of (a) fifteen (15) days prior to the last day of the
Commitment Period, or (b) the date on which the Banks' Commitments are
terminated in full, whether pursuant to Section 3.2 or Article 11 hereof or
otherwise, Commercial Letters of Credit in such form as

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the Borrower and the Letter of Credit Bank may agree, but in no case having a
final expiry date later than fifteen (15) Banking Days prior to last day of the
Commitment Period, and in all cases in compliance with all applicable
provisions of Law; PROVIDED, HOWEVER, that, in no event shall (a) the aggregate
Risk Participation Exposure exceed Sixty Million Dollars ($60,000,000) or (b)
the aggregate principal amount of all Revolving Credit Loans PLUS the aggregate
Risk Participation Exposure exceed the Total Commitment Amount.

(b) REIMBURSEMENT OBLIGATIONS. Each Commercial Letter of Credit
issued by the Letter of Credit Bank hereunder shall be issued pursuant to the
Letter of Credit Bank's standard and customary form APPLICATION AND AGREEMENT
FOR COMMERCIAL LETTER OF CREDIT then in use and shall identify: (i) the
respective dates of issuance and expiry of such Commercial Letter of Credit and
any related Time Draft (which date of expiry of such Letter of Credit or Time
Draft shall not be greater than one hundred eighty (180) days after its
issuance and shall not extend beyond fifteen (15) Banking Days prior to the
last day of the Commitment Period), (ii) the amount of such Commercial Letter
of Credit (which shall be a sum certain), (iii) the beneficiary and account
party of such Commercial Letter of Credit, and (iv) the drafts and other
documents (if any) necessary to be presented to the Letter of Credit Bank upon
a drawing thereunder. To the extent that any of the terms of the above
referenced APPLICATION AND AGREEMENT FOR COMMERCIAL LETTER OF CREDIT conflict
with the terms of this Agreement, the terms of this Agreement shall control.

(c) PAYMENT OF TIME DRAFT OBLIGATIONS. The Borrower hereby agrees
to pay the Letter of Credit Bank on the date of payment of any Sight Draft
presented to the Letter of Credit Bank under any Commercial Letter of Credit,
or, subject to the conditions of Article 7 hereof, the Borrower may request
that the Letter of Credit Bank issue a Time Draft accepted by the Letter of
Credit Bank in the amount of such Sight Draft, plus interest from the date of
such payment by the Letter of Credit Bank until paid in full to the Letter of
Credit Bank, whether by the Borrower or pursuant to Section 5.3(b) hereof, at
an annual rate equal to the Prime Rate from time to time in effect. The
Borrower agrees to pay the amount of each such accepted Time Draft issued by
the Letter of Credit Bank pursuant to this Section on the date on which such
Time Draft is due, plus interest from the such date until paid in full to the
Letter of Credit Bank, whether by the Borrower or pursuant to Section 5.3(b)
hereof, at an annual rate equal to the Prime Rate from time to time in effect,
together with any unpaid fees, commissions or discounts, if any, due with
respect thereto.

SECTION 5.3 LETTER OF CREDIT BANK RELATIONSHIP WITH BANKS.

(a) RISK PARTICIPATION. The Letter of Credit Bank hereby agrees
that it will sell simultaneously with the issuance of each Standby Letter of
Credit and simultaneously with the acceptance by the Letter of Credit Bank of
each Time Draft presented under Commercial Letters of Credit, and each other
Bank hereby agrees that it will buy simultaneously with the issuance of each
Standby Letter of Credit and the acceptance of each such Time Draft (subject to
the following sentence) a participation in any payment which the Letter of
Credit Bank makes for the account of the Borrower under any such Standby Letter
of Credit or acceptance for which payment the Letter of Credit Bank is not
otherwise immediately reimbursed by the

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Borrower in an amount equal to such Bank's Ratable Portion. The aggregate
principal amount of all outstanding Revolving Credit Loans of such Bank PLUS
such Bank's aggregate Risk Participation Exposure (after taking into effect
such Bank's Ratable Portion of the risk participation created under this
Section 5.3) shall not exceed such Bank's Commitment in effect from time to
time. The sale of the risk participation by the Letter of Credit Bank and the
purchase thereof by each Bank, respectively, shall occur simultaneously with
and shall be evidenced by each Standby Letter of Credit or by each acceptance
of a Time Draft by the Letter of Credit Bank under the Commercial Letters of
Credit, as the case may be.

(b) REIMBURSEMENT OF LETTER OF CREDIT BANK. The Letter of Credit
Bank will notify the Agent, who will promptly notify each other Bank, if the
Letter of Credit Bank makes any payment under any Standby Letter of Credit, a
Commercial Letter of Credit, a Sight Draft which is not converted to a Time
Draft or at maturity of an accepted Time Draft which is not immediately
reimbursed by the Borrower. Upon demand by the Agent each such other Bank
shall pay to the Agent that Bank's Ratable Portion of each such payment made by
the Agent. Each such payment shall for all purposes hereunder be deemed to be
an Prime Rate Loan (it being understood that (i) each Bank's obligation to make
such payment is absolute and unconditional and shall not be affected by any
event or circumstance whatsoever, including the occurrence of any Possible
Default hereunder or the failure of any condition precedent set forth in
Article 7 to be satisfied and (ii) each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever). In addition, upon
demand by the Letter of Credit Bank through the Agent, each other Bank will pay
an amount equal to such Bank's pro rata share of all costs and expenses not
reimbursed by the Borrower which have been incurred or made by the Letter of
Credit Bank as the result of, or in connection with, any action including, but
not limited to, legal action which may be taken by Agent to obtain
reimbursement for payments made by Agent under any Commercial Letter of Credit,
Standby Letter of Credit or Time Draft.

(c) RIGHTS AND OBLIGATIONS OF LETTER OF CREDIT BANK. Neither the
Letter of Credit Bank, nor any of its correspondents, shall be responsible,
provided it has exercised reasonable care, as to any document presented under a
Letter of Credit, or any renewal or extension thereof, which appears to be
regular on its face and appears on its face to conform to the terms of the
Letter of Credit and to make reasonable reference thereto, for the validity or
sufficiency of any signature or endorsement, for delay in giving any notice or
failure of any instrument to bear adequate reference to the Letter of Credit,
or to any renewal or extension thereof, or failure of documents not clearly
specified in the Letter of Credit to accompany any instrument at negotiation,
or for failure of any person to note the amount of any draft on the reverse of
the Letter of Credit or on any renewal or extension thereof. Any action,
inaction or omission on the part of the Letter of Credit Bank or any of its
correspondents, under or in connection with any Letter of Credit or any renewal
or extension thereof or the related instruments or documents, if in good faith
and in conformity with such Laws, regulations or customs as are applicable and
the terms of this Section 5.3, shall be binding upon the Borrower and shall not
place the Letter of Credit Bank or any of its correspondents under any
liability to the Borrower, in the absence of negligence by the Letter of Credit
Bank or its correspondents. The Letter of Credit Bank's rights, powers,
privileges and immunities specified in or arising under

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this Agreement are in addition to any heretofore or at any time hereafter
otherwise created or arising, whether by statute or rule of Law or contract.

(d) EFFECT OF APPLICABLE LAW OR CUSTOM. All Letters of Credit
issued hereunder will, except to the extent otherwise expressly provided, be
governed by the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, and any
subsequent revisions thereof.

(e) TERMINATION OF LETTER OF CREDIT COMMITMENT. In the event that
(i) any restriction is imposed on the Letter of Credit Bank (including, without
limitation, any legal lending or acceptance limits imposed by the United States
of America or any political subdivision thereof) which in the judgment of the
Letter of Credit Bank after consultation with the Borrower would prevent the
Letter of Credit Bank from issuing Letters of Credit or maintaining its
commitment to issue Letters of Credit or (ii) there shall have occurred, at any
time during the term of this Agreement (a) any adverse change or a development
involving a prospective adverse change affecting the condition of the Borrower
which would materially impair the ability of the Borrower to meet its
obligations under this Article 5, (b) any outbreak of hostilities or other
national or international crisis or change in economic conditions if the effect
of such outbreak, crisis or change would make the creation of Letters of
Credit, Time Drafts or the discount or sale thereof impracticable, (c) the
enactment, publication, decree or other promulgation of any statute,
regulation, rule or order of any court or other governmental authority which
would materially and adversely affect the ability of the Borrower to perform
its obligations under this Agreement, or (d) the taking of any action by any
government or agency in respect of its monetary or fiscal affairs which would
have a material adverse effect on the creation or marketing of Time Drafts in
the United States of America, then the Letter of Credit Bank, through the
Agent, in the case of the occurrence of any event described above, shall give
written notice of the occurrence of such event to the Borrower and the Banks,
whereupon the commitment of the Letter of Credit Bank to issue Letters of
Credit shall terminate on the effective date of such notice. The Borrower
shall forthwith pay to the Letter of Credit Bank all obligations in respect of
Letters of Credit or Time Drafts on the maturity date of such Time Draft or
date of drawing of such Letter of Credit.

SECTION 5.4 CONTINUING LETTERS OF CREDIT. The Agent, the Banks,
the Letter of Credit Bank and the Borrower agree that with respect to those
certain letters of credit or time drafts identified on the Supplemental
Schedule attached hereto which have been issued for the account of the Borrower
by Society prior to the date of this Agreement (a) such letters of credit or
time drafts shall be deemed to be Letters of Credit or Time Drafts under this
Agreement as of the date this Agreement becomes effective pursuant to Section
14.7, subject to the terms and conditions of this Agreement (except that the
Borrower shall not be required by virtue of this Section 5.4 to pay any
additional fees for the deemed issuance of such Letters of Credit or Time
Drafts hereunder) and (ii) the Borrower shall have all obligations hereunder in
respect of such Letters of Credit and the Letter of Credit Bank shall be deemed
to be the issuer or acceptor thereof, as the case may be. The Letter of Credit
Bank shall pay the Risk Participation Fees in respect of such Letters of Credit
in accordance with Section 3.4(d).

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SECTION 5.5 BORROWER'S GUARANTY OF SUBSIDIARY LETTER OF CREDIT
OBLIGATIONS.

(a) GUARANTY. The Borrower hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of all obligations any Subsidiary may now or hereafter owe to the
Letter of Credit Bank in respect of any Letter of Credit for the account of
such Subsidiary, Time Draft drawn by such Subsidiary or in respect of any
Reimbursement Agreement entered into by such Subsidiary (all such obligations
of the Borrower being referred to herein as the "Guaranteed Letter of Credit
Obligations").

(b) GUARANTY ABSOLUTE. The Borrower guarantees that the
Guaranteed Letter of Credit Obligations will be paid strictly in accordance
with the terms of the Letter of Credit, Time Draft or Reimbursement Agreement,
regardless of any Law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Letter of Credit
Bank, the Agent or the Banks with respect thereto. The liability of the
Borrower under this Section 5.5 shall be absolute and unconditional
irrespective of: (i) any lack of validity or enforceability of such Letter of
Credit, Time Draft or Reimbursement Agreement or other agreement or instrument
relating thereto; (ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Guaranteed Letter of Credit
Obligations, or any other amendment or waiver of or any consent to departure
from any such Letter of Credit, Time Draft or Reimbursement Agreement or any
other agreement or instrument relating thereto; (iii) any release or amendment
or waiver of or consent to departure from any other guaranty, for all or any of
the Guaranteed Letter of Credit Obligations; (iv) the Letter of Credit Bank's,
the Agent's or any Bank's election in any proceeding instituted under Chapter
11 of Title 11 of the United States Code (11 U.S.C. Section 101 ET SEQ.) (the
"Bankruptcy Code"), or the application of Section 1111(b)(2) of the Bankruptcy
Code; (v) any borrowing or grant of a security interest under Section 364 of
the Bankruptcy Code; or (vi) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Subsidiary (other
than discharge by reason of payment in full by a Subsidiary) or any guarantor.

(c) REINSTATEMENT. This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Letter of Credit Obligations is rescinded or must otherwise be
returned by the Letter of Credit Bank, the Agent or any Bank upon the
insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as
though such payment had not been made.

(d) WAIVER. The Borrower hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Guaranteed
Letter of Credit Obligations and this Section 5.5 and any requirement that the
Agent or any Bank protect, secure, perfect or insure any security interest or
lien or any property subject thereto or exhaust any right or take any action
against the Borrower or any other person or entity or any collateral.

(e) SUBROGATION. The Borrower shall have no right of subrogation,
reimbursement or contribution and hereby waives any right to enforce any remedy
which the Letter of Credit Bank, the Agent or any of the Banks now has or may
hereafter have against any Subsidiary, any endorser or any other guarantor, of
all or any part of the Guaranteed Letter of Credit

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Obligations, and the Borrower hereby waives any benefit of, and any right to
participate in, any security or collateral given to the Letter of Credit Bank,
the Agent or any Bank to secure payment of the Guaranteed Letter of Credit
Obligations or any other liability of any Subsidiary to the Letter of Credit
Agreement, the Agent or the Banks. The Borrower also waives all setoffs and
counterclaims and all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, and notices
of acceptance of the Guaranty under this Section 5.5. The Borrower further
waives all notices of the existence, creation or incurring of new or additional
indebtedness, arising either from additional loans extended to any Subsidiary
or otherwise, and also waives all notices that the principal amount, or any
portion thereof, and/or any interest on any instrument or document evidencing
all or any part of the Guaranteed Letter of Credit Obligations is due, notices
of any and all proceedings to collect from the maker, any endorser or any other
guarantor of all or any part of the Guaranteed Letter of Credit Obligations, or
from anyone else, and, to the extent permitted by law, notices of exchange,
sale, surrender or other handling of any security or other collateral given to
the Letter of Credit Bank, the Agent or the Banks to secure payment of the
Guaranteed Letter of Credit Obligations.

(f) CONTINUING GUARANTY. This Section 5.5 is a continuing
guaranty and shall remain in full force and effect until the Guaranteed Letter
of Credit Obligations are paid in full and the Banks' Commitments are
terminated, and shall continue in effect thereafter until the Guaranty under
this Section 5.5 is revoked prospectively as to future transactions by written
notice to that effect actually received by the Letter of Credit Bank, the Agent
(but such notice shall not be effective as to any Guaranteed Letter of Credit
Obligations or the Revolving Credit Commitment outstanding at that time, any
additional interest, premiums or fees to become payable with respect thereto or
any renewals, extensions, or refinancings of the same).

ARTICLE 6
OPENING COVENANTS

Prior to or concurrently with the execution and delivery of
this Agreement, the Borrower shall furnish to Agent originals or copies for
delivery to each Bank and the Letter of Credit Bank the following:

SECTION 6.1 REVOLVING CREDIT NOTES. Revolving Credit Notes, in
favor of each of the Banks, in the principal amount of such Bank's Commitment,
each duly executed by the Borrower.

SECTION 6.2 GUARANTY OF PAYMENT. A Guaranty of Payment of all
Debt incurred by the Borrower to the Banks pursuant to this Agreement, in the
form of Exhibit D hereto, executed and delivered to the Banks by FCA Financial,
Inc., Fabri-Centers of South Dakota, Inc., Fabri-Centers of California, Inc.
and FCA of Ohio.

SECTION 6.3 BORROWER CERTIFICATE. A certificate executed by an
authorized officer of the Borrower and a secretary or assistant secretary of
the Borrower certifying (a) the resolutions of the Board of Directors of the
Borrower authorizing the execution, performance and delivery of (i) this
Agreement, the Notes and all other Related Writings and (ii) the

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Purchase Agreement, (b) the names and signatures of the officers of the
Borrower executing or attesting to such documents or the Acceptances, (c) as
true, correct and in full force and effect without amendment or revocation on
the Closing Date the Articles of Incorporation and Regulations of the Borrower
and (d) the absence of any Default or Possible Default.

SECTION 6.4 SUBSIDIARY CERTIFICATES. A certificate executed by
an authorized officer of each Subsidiary and a secretary or assistant secretary
of such Subsidiary certifying (a) the resolutions of the Board of Directors of
the such Subsidiary authorizing the execution, performance and delivery of (i)
the Guaranty of Payment and all other Related Writings to which it is a party
and (ii) in the case of FCA of Ohio, the Purchase Agreement, (b) the names and
signatures of the officers of such Subsidiary executing or attesting to the
Guaranty of Payment (and in the case of FCA of Ohio, the Purchase Agreement),
(c) as true, correct and in full force and effect without amendment or
revocation as of the Closing Date the Certificate of Incorporation or Articles
of Incorporation, as the case may be, and By-Laws or Regulations, as the case
may be, of such Subsidiary.

SECTION 6.5 LEGAL OPINION. A favorable opinion of counsel for
the Borrower substantially in the form of Exhibit E hereto.

SECTION 6.6 UNAUDITED AND PRO FORMA FINANCIAL STATEMENTS.
Unaudited consolidated financial statements of the Borrower and its
Subsidiaries as of July 30, 1994, and a PRO FORMA balance sheet, dated as of
July 30, 1994 (adjusted to reflect the consummation of the Acquisition), in
form and substance reasonably satisfactory to the Agent.

SECTION 6.7 CERTIFIED ORGANIZATIONAL DOCUMENTS; GOOD STANDING
CERTIFICATES. The Articles of Incorporation or Certificate of Incorporation of
each of the Borrower and FCA of Ohio, certified by the office of the Secretary
of State or other similar official of the state of incorporation of such
entities. Certificates of standing for each of the Borrower and FCA of Ohio,
certified by the office of the Secretary of State or other similar official of
the state of incorporation of such entities.

SECTION 6.8 PAYOFF LETTER. Evidence that (a) upon the payment of
the Indebtedness owed by the Borrower pursuant to that certain Credit
Agreement, dated as of July 21, 1992, the banks in respect of such credit
agreement will have terminated such credit agreement the Borrower and its
subsidiaries shall have no further obligations thereunder or in connection with
any guaranty or other document executed and delivered in connection therewith
and (b) the simultaneous payment of the Indebtedness under such credit
agreement on the Closing Date.

SECTION 6.9 FEE LETTERS. The Agent's Fee Letter, executed and
delivered by the Borrower in favor of the Agent and the Letter of Credit Bank
Fee Letter, executed and delivered by the Borrower in favor of the Letter of
Credit Bank.

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SECTION 6.10 CREDIT REQUEST AND DISBURSEMENT DIRECTION LETTER. A
Notice of Borrowing and a letter from the Borrower directing the Agent to
disburse the proceeds of the initial Revolving Credit Borrowing.

SECTION 6.11 PAYMENT OF CLOSING FEES; AGENT'S LEGAL FEES.
Evidence of payment (or disbursement direction directing such payment delivered
pursuant to Section 6.10 hereof) (i) to the Agent for disbursement to each of
the Banks, the closing fee of such Bank as set forth on Annex B, (ii) to the
Agent for its own account, the fees referred to in the Agent's Fee Letters and
(iii) to the Agent for its own account, the legal fees and expenses of the
Agent.

ARTICLE 7
CONDITIONS TO ALL CREDIT EVENTS

On the date of each Credit Event, such Credit Event shall constitute a
representation and warranty by the Borrower that the following are and will be
true as of such date:

SECTION 7.1 REPRESENTATION BRINGDOWN. The representations and
warranties contained in Article 9 (other than the representation in the last
sentence of Section 9.5 in the case of any Credit Event involving only a Rate
Continuation or a Rate Conversion) are true and correct in all respects on and
as of the date of such Credit Event with the same effect as though made on and
as of such date, except to the extent such representations and warranties
expressly relate to an earlier date;

SECTION 7.2 COMPLIANCE WITH AGREEMENT. The Borrower and each of
its Subsidiaries shall be in compliance with all other terms and provisions of
set forth herein and in each other Related Writing on its part to be observed
or performed, and at the time of and immediately after such Credit Event, no
Possible Default shall have occurred and be continuing; and

SECTION 7.3 NO MATERIAL ADVERSE CHANGE. Except as otherwise
disclosed in the Form 10-Q Report filed by the Borrower with the SEC for the
Fiscal Quarter ending July 30, 1994, there has been no event since January 29,
1994 which would or might reasonably be expected to have a Material Adverse
Effect; PROVIDED, HOWEVER, that, the failure of this representation under this
Section 7.3 shall not prevent the occurrence of a Rate Continuation or a Rate
Conversion subject to the provisions of Section 3.1(h) and, with respect to
such Credit Event, will not constitute a breach of a representation under this
Agreement.

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ARTICLE 8
COVENANTS

So long as any of the Obligations remain unpaid and outstanding, or
any Bank shall have any Commitments outstanding, or any Revolving Credit Loans
shall remain unpaid, the Borrower agrees to perform and observe and to cause
each Subsidiary to perform and observe, all of the following provisions:

SECTION 8.1 FINANCIAL STATEMENTS.

(a) QUARTERLY FINANCIAL STATEMENTS. The Borrower will furnish to
each Bank promptly and in any case within sixty (60) days after the end of each
of the first three (3) Fiscal Quarters of each of its Fiscal Years, unaudited
consolidated balance sheets of the Borrower and its Subsidiaries as at the end
of that period and the unaudited consolidated statements of income and
reconciliations of consolidated cash flows for that period (either by delivery
of the Borrower's Form 10-Q Quarterly Report for such period or by separate
delivery of such financial statements), all prepared on a consolidated basis
and in accordance with generally accepted accounting principles (except for
certain information and footnotes normally including in financial statements
prepared in accordance with generally accepted accounting principles which are
condensed or omitted pursuant to the rules and regulations of the SEC which
condensation or omissions do not, in the view of the Borrower, make the
information in such financial statements inadequate or misleading) and
otherwise in form and detail satisfactory to each Bank and certified by a
financial officer of the Borrower.

(b) ANNUAL FINANCIAL STATEMENTS. The Borrower will furnish to
each Bank promptly and in any case within one hundred twenty (120) days after
the end of each of its Fiscal Years, a complete annual audit report of the
Borrower and its Subsidiaries for that year (either by delivery of the
Borrower's Form 10-K Annual Report for such period or by separate delivery of
such financial statements), all prepared on a consolidated basis and in
accordance with generally accepted accounting principles except as disclosed
therein, and in form and detail satisfactory to each Bank and certified by an
independent public accountant satisfactory to such Bank, together with a
certificate by the accountant setting forth any Possible Defaults coming to its
attention during the course of its audit or, if none, a statement to that
effect, and

(c) OFFICER'S CERTIFICATES. The Borrower will furnish to each
Bank promptly upon each Bank's written request, such other information about
the financial condition, properties and operations of the Borrower and its
Subsidiaries as such Bank may from time to time reasonably request, which
information shall be submitted in form and detail satisfactory to such Bank and
certified by a financial officer of the Borrower or the Subsidiary in question
and the Borrower will in any event furnish to each Bank the following:

(i) concurrently with the financial statements delivered
in connection with clause (a) and (b) above, a certificate of a
responsible financial officer of the Borrower, certifying that (A) to
his knowledge and belief, those financial statements fairly present in
all material respects the financial condition and results of
operations of the Borrower

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and its Subsidiaries subject (in the case of interim financial
statements) to routine year-end audit adjustments) and (B) no
Possible Default then exists or if any does, a brief description
thereof and of the Borrower's intentions in respect thereof and

(ii) within sixty (60) days after the end of any Fiscal
Quarter and within one hundred twenty days (120) after the end of any
Fiscal Year, a certificate of a responsible financial officer of the
Borrower, in the form of Exhibit F hereto, setting forth the
calculations necessary to determine whether or not the Borrower and
its Subsidiaries are in compliance with the general financial
standards set forth in Sections 8.17, 8.18, 8.19, 8.20, 8.21, 8.22,
8.23 and 8.24,

(d) PUBLICLY FILED INFORMATION. The Borrower will furnish to each
Bank promptly when filed (in final form) or sent, a copy of

(i) each registration statement (other than on Form S-8),
Form 10-K annual report, Form 10-Q quarterly report, Form 8-K current
report or similar document filed by the Borrower with the SEC (or any
similar federal agency having regulatory jurisdiction over the
Borrower's securities) and

(ii) each proxy statement, annual report or other document
sent by the Borrower to its stockholders or other security holders
generally (or any trustee for transmission to any such holders under
any indenture which secures any of its securities or pursuant to which
such securities are issued).

SECTION 8.2 NOTICES.

(a) NOTICE OF DEFAULT; MISREPRESENTATION. The Borrower shall give
each Bank (i) prompt written notice as soon as possible, and in any event
within five (5) Banking Days, after any responsible financial officer of the
Borrower or any Subsidiary (A) knows of the occurrence of any Possible Default
or of any development which in such officer's reasonable belief would or might
reasonably be expected to result in a Material Adverse Effect or (B) reasonably
believes that any representation or warranty made in this Agreement or any
Related Writing shall for any reasons have ceased in any material respect to be
true and complete and (ii) a statement on behalf of the Borrower executed by
any responsible financial officer of the Borrower or such Subsidiary setting
forth the details of such Possible Default or such development and the action
that the Borrower has taken or proposes to take with respect thereto.

(b) NOTICE OF DEFAULT UNDER ERISA. If the Borrower shall receive
written notice from any ERISA Regulator or otherwise have actual knowledge that
a Default under ERISA exists with respect to any Plan, the Borrower shall
notify each Bank of the occurrence of such Default under ERISA, within five (5)
days after receiving such notice or obtaining such knowledge and shall: (i) so
long as the Default under ERISA has not been corrected to the satisfaction of,
or waived in writing by the party giving notice, the Borrower shall thereafter
treat as a current liability (if not otherwise so treated) all liability of the
Borrower or its Subsidiary that would arise by reason of the termination of or
withdrawal from such Plan if such plan was then terminated, and (ii) within
forty-five (45) days of the receipt of such notice

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or obtaining such knowledge, furnish to each Bank a PRO FORMA consolidated
balance sheet of the Borrower as at the end of the immediately preceding Fiscal
Quarter adjusted to reflect the amount of the current liability referred to
above certified by the chief financial officer of the Borrower.

(c) NOTICE OF LITIGATION. The Borrower shall give each Bank
prompt, and in any event within five (5) Banking Days of the date the Borrower
or any of its Subsidiaries becomes aware of, notice of (i) any suit at Law or
in equity filed or threatened to be filed against the Borrower or any of its
Subsidiaries involving money or property valued in excess of Five Million
Dollars ($5,000,000), except where the same is fully covered by insurance
(subject to normal deductibles) and the insurer has accepted liability
therefor, and (ii) any litigation, investigation or proceeding before or by any
administrative or governmental agency, department, bureau, commission or board
the effect of which would or might reasonably be expected to have a Material
Adverse Effect on the manner in which the Borrower and its Subsidiaries
currently conducts their businesses.

(d) ENVIRONMENTAL REPORTING. The Borrower shall give each Bank
prompt, and in any event within ten (10) days of the date the Borrower or any
of its Subsidiaries receives or transmits, as the case may be, copies of all
material communications with any government or governmental agency relating to
Environmental Laws.

SECTION 8.3 INSURANCE. The Borrower shall, and shall cause each
of its Subsidiaries to, (a) keep itself and all of its insurable properties
insured at all times to such extent, by such insurers, and against such hazards
and liabilities as is generally and prudently done by like businesses, it being
understood that all such insurance coverage at the date of this Agreement meets
the standards contemplated by this Section 8.3, (b) give each Bank prompt
written notice of each material change in insurance coverage and the details of
the change and (c) promptly upon any Bank's written request, furnish to such
Bank such information about any such insurance as such Bank may from time to
time reasonably request, which information shall be prepared in form and detail
satisfactory to such Bank and certified by an officer of the Borrower or the
applicable Subsidiary.

SECTION 8.4 MONEY OBLIGATIONS. The Borrower shall pay, and shall
cause each of its Subsidiaries to pay, in full (a) prior in each case to the
date when penalties would attach, all taxes, assessments and governmental
charges and levies (except only those so long as and to the extent that the
same shall be contested in good faith by appropriate and timely proceedings)
for which the Borrower or its Subsidiaries may be or become liable or to which
any or all of the properties of the Borrower or its Subsidiaries may be or
become subject, and (b) all of its other obligations calling for the payment of
money (except only those so long as and to the extent that the same shall be
contested in good faith) before such payment becomes overdue.

SECTION 8.5 RECORDS. The Borrower shall, and shall cause each of
its Subsidiaries to, (a) at all times maintain true and complete records and
books of account and, without limiting the generality of the foregoing,
maintain appropriate reserves for possible losses and liabilities, all in
accordance with generally accepted accounting principles and (b) at

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all reasonable times permit each Bank to examine its books and records and to
make excerpts therefrom and transcripts thereof.

SECTION 8.6 FRANCHISES. The Borrower shall preserve and
maintain, and shall cause each of its Subsidiaries to preserve and maintain, at
all times its corporate existence, rights and franchises; PROVIDED, HOWEVER,
that this Section 8.6 shall not prevent any merger or consolidation permitted
by Section 8.9 hereof.

SECTION 8.7 ERISA COMPLIANCE. The Borrower shall not incur, and
shall not permit any of its Subsidiaries to incur, any material accumulated
funding deficiency within the meaning of the ERISA and the regulations
thereunder, or any material liability to the Pension Benefit Guaranty
Corporation, established thereunder in connection with any Plan. The Borrower
shall furnish, and shall cause each of its Subsidiaries to furnish to the Banks
(i) simultaneously with a filing with the Pension Benefit Guaranty Corporation
of a notice regarding any Reportable Event and in any event within thirty (30)
days after the Borrower or any Subsidiary knows or has reason to know that any
Reportable Event with respect to any Plan has occurred, a statement of any
responsible financial officer of the Borrower or such Subsidiary setting forth
details as to such Reportable Event and the action which the Borrower or such
Subsidiary proposes to take with respect thereto, together with a copy of the
notice of such Reportable Event given to the Pension Benefit Guaranty
Corporation if a copy of such notice is available to the Borrower or such
Subsidiary, (ii) promptly after the filing thereof with the Internal Revenue
Service, copies of each annual report with respect to each Plan established or
maintained by the Borrower or any Subsidiary for each plan year, including (x)
where required by Law, a statement of assets and liabilities of such Plan as of
the end of such plan year and statements of changes in fund balance and in
financial position, or a statement of changes in net assets available for plan
benefits, for such plan year, certified by an independent public accountants of
recognized standing satisfactory to the Majority Banks and (y) an actuarial
statement of such Plan applicable to such plan year, certified by an enrolled
actuary of recognized standing satisfactory to the Majority Banks, and (iii)
promptly after receipt thereof a copy of any notice the Borrower or any
Subsidiary or any member of the Controlled Group may receive from the Pension
Benefit Guaranty Corporation or the Internal Revenue Service with respect to
any Plan administered by the Borrower or any Subsidiary; PROVIDED, HOWEVER,
that this latter clause shall not apply to notices of general application
promulgated by the Pension Benefit Guaranty Corporation or the Internal Revenue
Service. The Borrower shall notify, and shall cause each of its Subsidiaries
to notify, the Banks promptly of any taxes assessed, proposed to be assessed or
which the Borrower or any Subsidiary has reason to believe may be assessed
against the Borrower or any Subsidiary by the Internal Revenue Service with
respect to any Plan and any filing which relates to the withdrawal by the
Borrower or any Subsidiary from a Multi-Employer Plan. As used in this
subsection "material" means the measure of a matter of significance which shall
be determined as being an amount equal to five per cent (5%) of the Borrower's
Consolidated Tangible Net Worth.

SECTION 8.8 INVESTMENTS. The Borrower shall not, and shall not
permit any of its Subsidiaries to, (a) create any Subsidiary, except with the
prior written consent of the Banks (which consent shall not be unreasonably
withheld; except that any Bank may withhold its

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consent at such Bank's sole discretion if such Subsidiary shall not immediately
thereafter become a Guarantor of Payment), (b) make or hold any investment in
any common stocks, bonds or securities of any kind, (c) be or become a party to
any joint venture or other partnership, (d) make or keep outstanding any
advance or loan or (e) be or become a Guarantor of any kind; PROVIDED, HOWEVER,
that this Section 8.8 shall not apply to any of the following permitted
exceptions (the "Permitted Exceptions"): (i) any endorsement of a check or
other medium of payment for deposit or collection through normal banking
channels or any similar transaction in the normal course of business, (ii) any
investment in direct obligations of the United States of America or other U.S.
Government backed investments such as, but not limited to, Government National
Mortgage Association paper, (iii) any advance or loan to an officer or employee
of the Borrower or any Subsidiary or any corporation wholly-owned by such
officer(s) or employee(s), so long as all such advances and loans aggregate not
more than the maximum principal sum of One Million Five Hundred Thousand
Dollars ($1,500,000) at any one time outstanding, (iv) any investment in
commercial paper which at the time of such investment is assigned the rating of
A-1 or P-1 in accordance with the rating systems employed by either Moody's
Investor Service, Inc. or Standard & Poor's Corporation, (v) any advance or
loan or capital contribution made to the Borrower or any of the Subsidiaries,
(vi) any guaranty securing only an indemnity, performance or similar bond
incurred in the normal course of business for the purpose of securing a
release, stay, or discharge in the course of any legal proceeding to which the
Borrower or any Subsidiary is a party or for any other purpose required by Law
or governmental regulation as a condition to the doing of business or the
exercise of any license or privilege by the Borrower or any Subsidiary, (vii)
any certificate of deposit, money market certificate or short-term investment
fund issued or offered by a member bank of the Federal Reserve System having
equity capital in excess of one Hundred Million Dollars ($100,000,000), (viii)
any bankers' acceptance of a member bank of the Federal Reserve System having
equity capital in excess of One Hundred Million Dollars ($100,000,000), (ix)
any investment in debt obligations issued by a state or municipal entity with a
final maturity of one year or less after the date of purchase and rated SP-1 or
AA by Standard & Poor's Corporation or MIG-1 or Aa by Moody's Investors
Service, Inc., (x) any certificates of deposit of, or time deposits with,
commercial banks organized and existing under the Laws of any country, or a
political subdivision of any such country, in each case payable solely at
offices of such banks having equity capital in excess of One Hundred Million
Dollars ($100,000,000) and located outside of the United States of America and
in each case maturing within 360 days after the date of purchase or deposit,
(xi) any investment in a business enterprise engaged in the same or similar
business(es) as the Borrower or the Subsidiary in question, PROVIDED, that the
Borrower or such Subsidiary acquire at least a majority of the voting stock of
such business enterprise and FURTHER PROVIDED that the aggregate amount of such
investments in any Fiscal Year of the Borrower shall not exceed an amount equal
to twenty per cent (20%) of the Borrower's Consolidated Tangible Net Worth at
such time, (xii) any financing provided by the Borrower to a purchaser of a
portion of the business of the Borrower or any Subsidiary pursuant to any sale
thereof which is permitted pursuant to clause (vii), (viii) and (ix) of Section
8.9, (xiii) any investment in investment grade tax exempt securities or
obligations purchased under repurchase agreements, (xiv) investments in limited
partnership interests designed to offer tax credit incentive for the
development of affordable housing, of as much as Five Million Dollars
($5,000,000) in the aggregate, (xv) any investment in commercial paper which at
the time of such investment is assigned the rating of A-2 or P-2

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in accordance with the rating systems employed by either Moody's Investors
Service, Inc. or Standard & Poor's Corporation so long as the remaining
maturity of such commercial paper does not exceed seven (7) days, (xvi) any
investment in short-term investment funds offered by brokerage companies (which
funds and companies are regulated by the SEC and the Securities Investment
Protection Corporation), the value of which is based at $1 per share and is not
predicated on a net asset value (NAV), (xvii) any investment in or the creation
of any partnership among two or more wholly-owned Subsidiaries of the Borrower,
(xviii) any investment in that certain long-term promissory note due 2003
bearing interest at a rate of five and one-half percent (5-1/2%) and relating
to the sale of the former headquarters of the Borrower located in Beachwood,
Ohio or (xix) any investment comprised of a Guaranty by the Borrower of any
Subsidiary's obligations under a real property lease. In addition to the
foregoing Permitted Exceptions, the Borrower or any Subsidiary may make
isolated investments in any business enterprise, PROVIDED, that the aggregate
amount of such investments by all of the Borrower and its Subsidiaries does not
exceed the lesser of (y) five per cent (5%) of the Borrower's Consolidated
Tangible Net Worth at the end of the previous fiscal year of the Borrower, or
(z) Ten Million Dollars ($10,000,000) in the aggregate.

SECTION 8.9 ACQUISITIONS, BULK TRANSFERS. The Borrower shall
not, and shall not permit any of its Subsidiaries to, (a) be a party to any
consolidation, control share acquisition, majority share acquisition or other
business combination or merger or (b) purchase all or a substantial part of the
outstanding securities or assets of any corporation or other business
enterprise, or (c) lease, sell or otherwise transfer any assets (other than
such chattels, if any, as may have become obsolete or no longer useful in the
continuance of its present business) except in the normal course of its present
business; PROVIDED, HOWEVER, that, if no Possible Default shall then exist or
immediately thereafter will begin to exist, this Section 8.9 shall not apply to
(i) any merger of the Borrower or any Subsidiary with the Borrower or any other
Subsidiary subject, however, to the condition that, if the Borrower is a party,
the Borrower shall be the surviving corporation, or (ii) any consolidation of
one Subsidiary with another Subsidiary, or (iii) any transfer of assets from
the Borrower to any Subsidiary or any Subsidiary to the Borrower or any other
Subsidiary, or (iv) any merger of the Borrower with any other entity so long as
the Borrower is the surviving corporation, or (v) any purchase of all or a
substantial part of the stock or assets of any corporation or other business
enterprise engaged in the same or similar businesses of the Borrower or the
Subsidiary in question (other than the Acquisition), PROVIDED, that the
purchase price for such stock or assets (consisting of cash, promissory notes,
other deferred payments and assumed liabilities, if any) in the aggregate does
not exceed, in any twelve-month period, an amount equal to twenty per cent
(20%) of the Borrower's Consolidated Tangible Net Worth at such time, prior to
such purchase or (vi) any merger of the Borrower or any Subsidiary with, or any
purchase or other acquisition of all or a substantial part of the stock or
assets of, any corporation or other business enterprise engaged in the same or
similar businesses of the Borrower; PROVIDED, (1) the acquisition price is paid
in common stock or other equity securities of the Borrower (other than any cash
payments to dissenting shareholders in a merger), (2) the financial covenants
set forth herein in Sections 8.20, 8.22 and 8.23, shall have been met on a pro
forma, consolidated basis, as of the end of the preceding Fiscal Quarter of the
Borrower, and (3), in the event of a merger, the Borrower or such Subsidiary is
the surviving corporation; or (vii) any sale, negotiated in good

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faith, of a portion of the business of the Borrower or any Subsidiary but only
if the assets associated with such sale do not exceed ten per cent (10%) of the
Borrower's Consolidated Assets as of the Borrower's immediately preceding
fiscal year-end in any twelve-month period; or (viii) the mortgage or sale or
sale/leaseback of the Borrower's corporate headquarters and warehouse facility
site in Hudson, Ohio; or (ix) the sale or mortgage of all or any portion of the
real estate owned by Borrower and/or any Subsidiary which is adjacent or
contiguous to the Borrower's corporate headquarters and warehouse facility site
in Hudson, Ohio; or (x) the Acquisition; PROVIDED, HOWEVER, that, the
Acquisition is consummated in material compliance with the terms of the
Purchase Agreement, or (xi) the sale or sale/leaseback of the store located in
Odessa, Texas and/or the store located in Cutler Ridge, Florida; PROVIDED,
HOWEVER, that any sale or sale/leaseback of substantial assets on a cumulative
basis as is otherwise permitted under clauses (vii), (viii) or (ix) of this
Section 8.9, shall not exceed thirty-five per cent (35%) of the Borrower's
Consolidated Assets as of January 29, 1994.

SECTION 8.10 LIENS. Subject to any transaction permitted under
Section 8.9 hereof, the Borrower shall not, and shall not permit any of its
Subsidiaries to, (a) acquire any property subject to any lease, land contract
or other title retention contract (other than a consignment of inventory or
patterns in the ordinary course of business which does not involve specific
assets which were at any time owned by the Borrower or any Subsidiary), (b)
sell or otherwise transfer any Receivables, whether with or without recourse,
other than any ordinary course sale of Receivables for the purposes of
collection of such Receivables or (c) suffer or permit any property now owned
or hereafter acquired by it to be or become encumbered by any mortgage,
security interest, financing statement or lien of any kind or nature; PROVIDED,
that this Section 8.10 shall not apply to (i) any lien for a tax, assessment or
governmental charge or levy being contested in good faith, (ii) any lien
securing only its workers' compensation, unemployment insurance and similar
obligations, (iii) any mechanic's, carrier's or similar common Law or statutory
lien incurred in the normal course of business, (iv) any transfer of a check or
other medium of payment for deposit or collection through normal banking
channels or any similar transaction in the normal course of business, (v) any
mortgage or security interest (including any refinancing thereof in whole or in
part) created by the Borrower or any Subsidiary in the course of purchasing
property, or existing on property at the time of such purchase (whether or not
assumed), PROVIDED that such mortgage or security interest shall be restricted
to the property being purchased and PROVIDED, FURTHER, that the indebtedness
secured thereby shall not exceed two-thirds (2/3) of the purchase price in the
case of real estate or four-fifths (4/5) thereof in the case of personal
property, (vi) any mortgage, security interest or lien securing only
Indebtedness owed to any of the Banks, or to any financial institution pursuant
to the provisions of Section 8.11(vii) hereof, (vii) any financing statement
perfecting only a security interest permitted by this Section 8.10, (viii)
easements, restrictions, minor title irregularities and similar matters having
no adverse effect as a practical matter on the ownership or use of the
Borrower's or any Subsidiary's real property, or (ix) any lien securing or
given in lieu of surety, stay, appeal or performance bonds, or securing
performance of contracts or bids (other than contracts for the payment of money
borrowed) or deposits required by Law or governmental regulations or by any
court order, decree, judgment or rule or as a condition to the transaction of
business or the exercise of any right, privilege or license.

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SECTION 8.11 INDEBTEDNESS FOR BORROWED MONEY. The Borrower shall
not, and shall not permit any of its Subsidiaries to, create, incur or suffer
to exist any Indebtedness for Borrowed Money of any kind; PROVIDED, HOWEVER,
that this Section 8.11 shall not apply to: (i) the Obligations of the Borrower
under this Agreement and any obligations of any Subsidiary under any Guaranty
of Payment and any obligation of any Subsidiary under a Reimbursement Agreement
in respect of any Letter of Credit, (ii) any purchase money indebtedness
secured by a purchase money mortgage or security interest permitted by Section
8.10 hereof, (iii) any Subordinated Indebtedness, (iv) so long as the Borrower
and its Subsidiaries is satisfying the Qualifying Financial Standards, any
loans may be obtained from financial institutions not pursuant to this
Agreement ("Outside Loans") aggregating not more than Thirty Million Dollars
($30,000,000) in principal amount at any one time outstanding of which an
aggregate principal amount of not more than Ten Million Dollars ($10,000,000)
in Outside Loans may be obtained from financial institutions other than the
Banks; PROVIDED, HOWEVER, that any such Outside Loan obtained from any
financial institution other than a Bank may not remain outstanding for more
than thirty (30) consecutive days and; PROVIDED, FURTHER, that any such Outside
Loans must be repaid within one (1) Banking Day following the date as of which
the Borrower no longer satisfies such Qualifying Financial Standards, except
that if such repayment would cause the Borrower to incur compensation
obligations resulting from the prepayment of any such Outside Loan with a fixed
rate, the Borrower shall not be required to repay such loan until the earlier
of (x) the expiration of the interest period or (ii) the date upon which
repayment will not result in a compensation obligation, (v) certain unsecured
senior or Subordinated Indebtedness the terms of which are acceptable to all of
the Banks (it being understood that any Bank will not find acceptable any such
terms which are, in any Bank's judgment, more restrictive, individually or
collectively, than the terms of this Agreement unless the Banks are given the
right, at their option, to incorporate the same or similar terms into the
provisions of this Agreement by way of amendment thereto); in any event such
indebtedness will be automatically applied in such a way as to reduce the
outstanding amount of revolving credit loans and will ratably reduce Total
Commitment Amount by like amount or (vi) any permitted exception set forth in
Section 8.9 or 8.10 hereof, (vii) the outstanding principal amount with respect
to the Swingline Facility, or (viii) the outstanding principal balance of the
Convertible Subordinated Debentures or (ix) if at the time of incurrence
thereof the Borrower and its Subsidiaries has satisfied the Qualifying
Financial Standards, any Negotiated Bid Loans obtained from any of the Banks
aggregating not more than Seventy-Five Million Dollars ($75,000,000) in
principal amount at any one time outstanding; PROVIDED, HOWEVER, that (A) no
such Negotiated Bid Loan may remain outstanding for more than three (3) months
and (B) no Bank may have outstanding Negotiated Bid Loans in an aggregate
greater than two (2) times the amount of such Bank's Commitment; PROVIDED,
HOWEVER, that the Outside Loans and the Negotiated Bid Loans shall not be made
or maintained in an aggregate principal amount outstanding at any one time
which, when combined with all Obligations owed to the Banks pursuant to this
Agreement at such time,(x) would total more than Two Hundred Twenty Million
Dollars ($220,000,000) or (y) in the event that the Total Commitment Amount is
reduced pursuant to Section 3.3(b), would total more than One Hundred
Ninety-Five Million Dollars ($195,000,000).

SECTION 8.12 COMPLIANCE WITH LAWS. The Borrower shall comply, and
shall cause each of its Subsidiaries to comply, in all respects with its
Articles of Incorporation or

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Certificate of Incorporation, as the case may be, and Regulations or By-laws,
as the case may be, and all applicable occupational safety and health Laws,
federal and state securities Laws, product safety Laws, Environmental Laws and
every other Law, treaty, rule, regulation, determination of an arbitrator, and
every lawful governmental order or determination if non-compliance with such
Law or order would have or might reasonably be expected to have a Material
Adversely Effect; PROVIDED, HOWEVER, that this Section 8.12 shall not apply to
any noncompliance if and to the extent that the same is being contested in good
faith by timely and appropriate proceedings which are effective to stay
enforcement thereof and against which appropriate reserves have been
established.

SECTION 8.13 PROPERTIES. The Borrower shall maintain, and shall
cause each Subsidiary to maintain, all assets materially necessary to its
continuing operations in good working order and condition, ordinary wear and
tear excepted.

SECTION 8.14 CHANGE IN NATURE OF BUSINESS. The Borrower shall not
make, or permit any of its Subsidiaries to make, any material change in the
nature of its business as carried on at the date hereof; PROVIDED, HOWEVER,
that this Section 8.14 shall not prohibit the Borrower or any of its
Subsidiaries from expanding its business operations into any geographic area
where such operations are not currently located or from entering into new
products in the fabric and craft related business.

SECTION 8.15 USE OF PROCEEDS. The Borrower shall use the Letters
of Credit, the proceeds of the Loans and the Letters of Credit and Acceptances
only for the purposes specified in Section 2.2 hereof.

SECTION 8.16 INTEREST RATE PROTECTION AGREEMENTS. The Borrower
shall enter into, on or prior to November 30, 1994, and thereafter maintain in
full force and effect, interest rate protection agreements in an aggregate
notional amount of approximately Twenty Million Dollars ($20,000,000) having
the effect of fixing the rate of interest in respect of such notional amount at
a fixed rate of approximately eight percent (8%) per annum for a period of not
less than two (2) years and on such other terms and in such form as is
reasonably acceptable to the Agent.

SECTION 8.17 CAPITAL EXPENDITURES. The Borrower shall not make or
permit Consolidated Capital Expenditures to exceed: (i) for Fiscal Year ending
1995, Twenty Million Dollars ($20,000,000) (without taking into effect the cost
of the Acquisition or any capital expenditures made by Cloth World prior to the
date of the consummation of the Acquisition), (ii) for Fiscal Year ending
1996, Thirty Million Dollars ($30,000,000), and (iii) for Fiscal Year ending
1997 and for each Fiscal Year ending thereafter, (x) if the Borrower does not
meet the Qualifying Financial Standards as at the end of the Fiscal Year
immediately preceding any such Fiscal Year, Twenty Five Million Dollars
($25,000,000) or (y) if the Borrower meets the Qualifying Financial Standards
as at the end of the Fiscal Year immediately preceding any such Fiscal Year,
the sum of Thirty Million Dollars ($30,000,000) PLUS the amount (not to exceed
Five Million Dollars ($5,000,000)) by which Consolidated Capital Expenditures
permitted during such immediately preceding Fiscal Year exceed actual
Consolidated Capital Expenditures made during such Fiscal Year. For purposes
of determination the amount of

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Consolidated Capital Expenditures permitted under this Section 8.17, the amount
of Consolidated Capital Expenditures made during any Fiscal Year shall be
applied first against the amount of Consolidated Capital Expenditures permitted
in such Fiscal Year and next to the amount of Consolidated Capital Expenditures
permitted but not made in the immediately preceding Fiscal Year.

SECTION 8.18 CONSOLIDATED NET WORKING CAPITAL. The Borrower will
not suffer or permit the Consolidated Net Working Capital of the Borrower and
its Subsidiaries to be as at the end of any Fiscal Quarter less than One
Hundred and Seventy-Five Million Dollars ($175,000,000).

SECTION 8.19 CONSOLIDATED CURRENT RATIO. The Borrower will not
suffer or permit the ratio of Consolidated Current Assets of the Borrower and
its Subsidiaries to Consolidated Current Liabilities of the Borrower and its
Subsidiaries to be as at the end of any Fiscal Quarter less than 2.0 to 1.0.

SECTION 8.20 CONSOLIDATED TANGIBLE NET WORTH. The Borrower will
not suffer or permit its Consolidated Tangible Net Worth as of the Closing Date
and as at the end of any Fiscal Quarter to be less than the "Required Minimum
Amount" in effect at such time. The "Required Minimum Amount" shall be (i) as
of the Closing Date, One Hundred and Sixteen Million Five Hundred Thousand
Dollars ($116,500,000) and (ii) as at the end of any Cumulative Fiscal Period
ending after the Closing Date:

(a) One Hundred and Sixteen Million Five Hundred Thousand Dollars
($116,500,000) PLUS

(b) an aggregate amount equal to fifty percent (50%) of Borrower's
consolidated net earnings (if any and only to the extent a positive number) for
such Cumulative Fiscal Period, in each case calculated after taxes and
cumulating income and losses for all Fiscal Quarters within such Cumulative
Fiscal Period (such amount being "Cumulative Fiscal Earnings") PLUS

(c) an aggregate amount equal to all Cumulative Fiscal Earnings (if
any and only to the extent a positive number) attributable to Fiscal Years
ending after the Closing Date and not including the Fiscal Year during which
said Cumulative Fiscal Period is occurring (which aggregate amount shall not be
reduced by consolidated net losses (if any) reported for any Fiscal Year ending
after the Closing Date) PLUS

(d) an amount equal to the total net proceeds received by Borrower at
any time from any stock or other equity offering or any conversion of
Subordinated Indebtedness into equity after the Closing Date (excluding stock
offerings under any employee benefit plan of the Borrower or its Subsidiaries).

SECTION 8.21 CONSOLIDATED FIXED CHARGE COVERAGE. The Borrower
shall not suffer or permit, as at the end of any period indicated below for the
applicable period then ending, the ratio (the "Consolidated Fixed Charge
Coverage Ratio") of: (x) Consolidated Net Pre-Tax Earnings of the Borrower and
its Subsidiaries attributable to such period PLUS

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Consolidated Net Fixed Lease Charges attributable to such period PLUS
Consolidated Net Interest Expense attributable to such period PLUS depreciation
and amortization charges of the Borrower and its Subsidiaries attributable to
such period PLUS with respect to any period during Fiscal Years ending 1995 and
1996, any non-cash charges in such period related to the Acquisition to (y)
Consolidated Net Fixed Lease Charges attributable to such period PLUS
Consolidated Net Interest Expense attributable to such period PLUS scheduled
principal payments in respect of any Long-Term Indebtedness of the Borrower and
its Subsidiaries during such period, to be less as at such date than:

<TABLE>
<CAPTION>
PERIOD IN QUESTION RATIO
------------------ -----
<S> <C>
Fiscal Year Ending January 28, 1995 1.00 to 1.00
Fiscal Quarter Ending April 29, 1995 1.00 to 1.00
Fiscal Quarter Ending July 29, 1995 1.00 to 1.00
Fiscal Quarter Ending October 28, 1995 1.00 to 1.00
Fiscal Year Ending January 27, 1996 1.20 to 1.00
Four Fiscal Quarter Period Ending April 27, 1996 1.15 to 1.00
Four Fiscal Quarter Period Ending July 27, 1996 1.15 to 1.00
Four Fiscal Quarter Period Ending October 26, 1996 1.15 to 1.00
Fiscal Year Ending February 1, 1997 1.20 to 1.00
Each Four Fiscal Quarter Period ending thereafter 1.20 to 1.00
</TABLE>

SECTION 8.22 CONSOLIDATED CURRENT FUNDED INDEBTEDNESS. The
Borrower shall not suffer or permit, as at the end of any Fiscal Quarter, the
ratio of: (x) Consolidated Current Assets at such date to (y) Consolidated
Current Liabilities at such date PLUS Funded Senior Debt at such date to be
less than: (i) 1.15 to 1.00 as at the end of each of the first three Fiscal
Quarters of any Fiscal Year and (ii) 1.25 to 1.00 as at the end of any Fiscal
Year.

SECTION 8.23 CONSOLIDATED LEVERAGE RATIO. The Borrower shall not
suffer or permit, as at the end of any Fiscal Quarter, the ratio (the
"Consolidated Leverage Ratio") of: (x) Funded Senior Debt outstanding as at
such date to (y) the sum of Funded Senior Debt outstanding as at such date PLUS
the Convertible Subordinated Debentures outstanding as at such date PLUS
Consolidated Tangible Net Worth as at such date to be greater than the ratio
specified for such Fiscal Quarter:

<TABLE>
<CAPTION>
FISCAL QUARTER RATIO
-------------- -----
<S> <C>
Closing Date .55 to 1.00
Fiscal Quarter Ending October 29, 1994 .50 to 1.00
Fiscal Quarter Ending January 28, 1995 .40 to 1.00
Fiscal Quarter Ending April 29, 1995 .45 to 1.00
Fiscal Quarter Ending July 29, 1995 .55 to 1.00
Fiscal Quarter Ending October 28, 1995 .50 to 1.00
Fiscal Quarter Ending January 27, 1996 .40 to 1.00
Fiscal Quarter Ending April 27, 1996 .40 to 1.00
</TABLE>

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<PAGE> 71
<TABLE>
<S> <C>
Fiscal Quarter Ending July 27, 1996 .50 to 1.00
Fiscal Quarter Ending October 26, 1996 .45 to 1.00
Fiscal Quarter Ending February 1, 1997 .35 to 1.00
Fiscal Quarter Ending May 3, 1997 .40 to 1.00
Fiscal Quarter Ending August 2, 1997 .45 to 1.00
</TABLE>

and, in the event that this Agreement is extended pursuant to Section 3.2(c),
thereafter, for the first Fiscal Quarter of each Fiscal Year, .40 to 1.0, for
the second Fiscal Quarter of each Fiscal Year, .45 to 1.0, for the third Fiscal
Quarter of each Fiscal Year, .45 to 10 and for the fourth Fiscal Quarter of
each Fiscal Year, .35 to 1.0.

SECTION 8.24 DIVIDENDS. The Borrower shall not be restricted in
either making or committing itself to make any Distribution to its
shareholders; EXCEPT, that, in the event that the Consolidated Leverage Ratio
as at the end of any Fiscal Year is .35 to 1.00 or greater, the Borrower shall
not make or commit itself to make Distributions to its shareholders during the
succeeding Four Fiscal Quarter Period in an aggregate amount in excess of fifty
percent (50%) of its Consolidated Net Earnings attributable to the prior Fiscal
Year.

SECTION 8.25 SUBSIDIARY GUARANTIES. The Borrower shall cause each
Subsidiary of the Borrower having assets in excess of One Hundred Thousand
Dollars ($100,000) not existing on the Closing Date to deliver to the Agent
immediately upon the creation of such Subsidiary (i) a Guaranty of Payment,
duly executed by an authorized officer of such Subsidiary, (ii) a certificate
substantially in the form of the certificate delivered pursuant to Section 6.4
and (iii) certified copies of its organizational documents.

ARTICLE 9
REPRESENTATIONS AND WARRANTIES

Subject to the exceptions in the Supplemental Schedule, the Borrower
represents and warrants to each of the Banks as follows:

SECTION 9.1 EXISTENCE. The Borrower and each of its Subsidiaries
is a corporation duly organized and validly existing and in good standing under
the Laws of the state of its incorporation and is duly qualified and authorized
to do business wherever it owns any real estate or personal property or
transacts any substantial business (except in jurisdictions in which failure to
so qualify would not have a Material Adverse Effect.

SECTION 9.2 POWER, AUTHORIZATION AND CONSENT. The execution,
delivery and performance of this Agreement, the Notes or any Guaranty of
Payment by the Borrower and any Subsidiary, as the case may be, and of all
Related Writings to which it is party (a) are within the Borrower's or the
Subsidiary legal power and authority, (b) have been duly authorized by all
necessary or proper action of such the Borrower or the Subsidiary, (c) do not
require the consent or approval of any governmental body, agency, authority or
any other Person which has not been obtained and (d) will not violate (i) any
provision of Law applicable to the Borrower or the Subsidiary, (ii) any
provision of the Borrower's or the Subsidiary, as

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<PAGE> 72
the case may be, certificate or articles of incorporation or by-laws or
regulations, or (iii) any material agreement or material indenture by which the
Borrower or the Subsidiary or the property of the Borrower or the Subsidiary is
bound, except where such violation specified in this clause (iii) would not
have a materially adverse effect on the Borrower or the Subsidiary, or (e) will
not result in the creation or imposition of any lien or encumbrance on any
property or assets of the Borrower or the Subsidiary except as provided herein.
The execution, delivery and performance of the Purchase Agreement by the
Borrower and FCA of Ohio (a) are within the Borrower's and FCA of Ohio's legal
power and authority, (b) have been duly authorized by all necessary or proper
action of the Borrower and FCA of Ohio, and (C) will not violate any provision
of the Borrower's or FCA of Ohio's, as the case may be, Articles of
Incorporation or Regulations.

SECTION 9.3 LITIGATION; PROCEEDINGS. No action, suit,
investigation or proceeding is now pending or, to the knowledge of Borrower,
threatened against the Borrower or any of its Subsidiaries at Law, in equity or
otherwise, or with respect to this Agreement, any Guaranty of Payment or any
Related Writing, before any court, board, commission, agency or instrumentality
of any federal, state, local or foreign government or of any agency or
subdivision thereof, or before any arbitrator or panel of arbitrators which
would or might reasonably be expected to have a Material Adverse Effect.

SECTION 9.4 ERISA COMPLIANCE. Neither the Borrower nor any
Subsidiary has incurred any material accumulated funding deficiency within the
meaning of the ERISA, and the regulations thereunder. No Reportable Event has
occurred with respect to any Plan which may result in any material liability
against the Borrower or any Subsidiary. The Pension Benefit Guaranty
Corporation, established under ERISA has not asserted that the Borrower or any
Subsidiary has incurred any material liability in connection with any Plan. No
Lien has been attached and no person has, to the best of the Borrower's
knowledge, threatened to attach a lien on any property of the Borrower or any
Subsidiary as a result of the Borrower's or any Subsidiary's failing to comply
with ERISA or regulations. As used in this subsection "material" means the
measure of a matter of significance which shall be determined as being an
amount equal to five per cent (5%) of the Borrower's Consolidated Tangible Net
Worth.

SECTION 9.5 FINANCIAL CONDITION. The consolidated financial
statements of the Borrower and its Subsidiaries for the Fiscal Year ending
January 29, 1994, previously delivered to the Banks, are true and complete
(including, without limiting the generality of the foregoing, a disclosure of
all material contingent liabilities), have been prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
those used during their next preceding Fiscal Year (except as noted therein)
and fairly present their then financial condition and operations for the Fiscal
Year then ending. Except as otherwise disclosed in the Form 10-Q Report filed
by the Borrower with the SEC for the Fiscal Quarter ending July 30, 1994, there
has been no material change in the Borrower or any Subsidiary's financial
condition, properties or business since that date.

SECTION 9.6 PRO FORMA FINANCIAL INFORMATION. The PRO FORMA
consolidated balance sheet of the Borrower and its Subsidiaries as at July 30,
1994, but after giving effect to the Acquisition, in the good faith judgment of
the Borrower presents fairly on a PRO FORMA

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basis what is the consolidated financial position of the Borrower and its
Subsidiaries would be on and as of such date were the Acquisition to be
consummated on such date.

SECTION 9.7 SOLVENCY. The Borrower has received consideration
which is the reasonable equivalent value of the obligations and liabilities
that the Borrower has incurred to the Banks. The Borrower is not insolvent as
defined in any applicable state or federal statute, nor will the Borrower be
rendered insolvent by the execution and delivery of this Agreement or any Note
to the Banks. The Borrower is not engaged or about to engage in any business
or transaction for which the assets retained by it shall be an unreasonably
small capital, taking into consideration the obligations to the Banks incurred
hereunder. The Borrower does not intend to, nor does it believe that it will,
incur debts beyond its ability to pay them as they mature.

SECTION 9.8 DEFAULT. No Possible Default exists hereunder, nor
will any begin to exist immediately after the execution and delivery hereof.

SECTION 9.9 LAWFUL OPERATIONS. Except as set forth in the
Supplemental Schedule, the operations of the Borrower and the operations of
each of its Subsidiaries are in full compliance as of the Closing Date with all
requirements imposed by Law or regulation, whether federal, state or local
including (without limitation) all Environmental Laws, occupational safety and
health Laws and zoning ordinances except where the noncompliance with any such
Laws could not be reasonably expected to result in a Material Adverse Effect;
PROVIDED, HOWEVER, that this Section 9.9 shall not apply to any noncompliance
if and to the extent that the same is being contested in good faith by timely
and appropriate proceedings which are effective to stay enforcement thereof and
against which appropriate reserves have been established.

SECTION 9.10 INVESTMENT COMPANY ACT STATUS. Neither the Borrower
nor any of its Subsidiaries 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 80(a)(1), ET SEQ.).

SECTION 9.11 REGULATION G/REGULATION U/REGULATION X COMPLIANCE.
Neither the Borrower nor any of its Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying "margin stock" (as defined by Regulation U of
the Board of Governors of the Federal Reserve System of the United States (as
amended from time to time) and all official rulings and interpretations
thereunder or thereof and at no time shall more than 25% of the value of the
assets of the Borrower or the Borrower and its Consolidated Subsidiaries that
are subject to any "arrangement" (as such term is used in section 221.2(g) of
Regulation U) be represented by "margin stock". No part of the proceeds of any
Revolving Credit Loan will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, (i) to purchase or to extend credit to
others for the purpose of purchasing "margin stock" (other than any purchase by
the Borrower of the common stock of the Borrower as permitted by the terms of
this Agreement), or to carry or to extend credit to others for the purpose of
carrying stock which will be "margin stock" after giving effect to the
Revolving Credit Loans or (ii) for any purpose that entails a violation of, or
is inconsistent with, the provisions of the Regulations of

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the Board of Governors of the Federal Reserve System of the United States,
including Regulation G, U or X.

SECTION 9.12 FULL DISCLOSURE. No information, exhibits or reports
furnished by the Borrower or any of its Subsidiaries to the Agent or any Bank
omits to state any fact necessary to make the statements contained therein not
materially misleading in light of the circumstances and purposes for which such
information was provided. The Borrower and each of its Subsidiaries has
provided all information requested by the Agent or any Bank and all such
information is complete and accurate in all material respects.

ARTICLE 10
EVENTS OF DEFAULT

Each of the following shall constitute an event of default (an
"Event of Default") hereunder:

SECTION 10.1 PAYMENTS. If the principal of or interest on any
Note, any Letter of Credit reimbursement obligation (including but not limited
to any Time Draft accepted by the Letter of Credit Bank relating to any
Commercial Letter of Credit) not reimbursed pursuant to Section 5.3(b) hereof,
any Acceptance Obligation not reimbursed pursuant to Section 4.11 hereof, any
Acceptance Commission, reimbursement, payment or amount due the Agent or any of
the Banks, any amendment fee or administrative fee imposed by any of the Banks,
any Letter of Credit fees or any Facility Fee, Commitment Fee, the Risk
Participation Fee or other fee or amount owing to the Banks or the Agent under
this Agreement shall not be paid in full punctually when due and payable and
shall remain unpaid for a period of ten (10) consecutive days.

SECTION 10.2 COVENANTS. If the Borrower or any Subsidiary shall
fail or omit to perform and observe (a) any agreement or other provision (other
than those referred to in Section 10.1 hereof or clause (b) of this Section
10.2) contained or referred to in this Agreement or any Related Writing that is
on the Borrower's or such Subsidiary's part to be complied with and such
Possible Default shall not have been fully corrected within thirty (30) days
after the giving of written notice thereof to the Borrower by Agent or any Bank
that the specified Possible Default is to be remedied or (b) provisions of
Section 8.25 hereof and such Possible Default shall not have been fully
corrected within fifteen (15) days after the occurrence of such Possible
Default.

SECTION 10.3 WARRANTIES. If any representation, warranty or
statement made in or pursuant to this Agreement or any Related Writing or any
other material information furnished by the Borrower or any Subsidiary to the
Banks or any thereof or any other holder of any Note or any Acceptance, shall
be false or erroneous in any respect when furnished or made or deemed furnished
or made hereunder.

SECTION 10.4 CROSS DEFAULT. If the Borrower (a) defaults in any
payment of principal or interest due and owing upon any other Indebtedness for
Borrowed Money (other than Indebtedness for Borrowed Money referred to in
clause (b) of this Section 10.4) beyond any period of grace provided with
respect thereto or in the performance of any other

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agreement, term or condition contained in any agreement under which such
obligation is created, if the effect of such default has resulted in the
acceleration of the maturity of such indebtedness or has caused such
indebtedness to become due prior to its stated maturity or (b) defaults in any
payment of principal or interest due and owing upon any Indebtedness for
Borrowed Money comprised of Negotiated Bid Loans, loans under the Swingline
Facility or Outside Loans owing to any of the Banks or in the performance of
any other agreement, term or condition contained in any agreement or promissory
note under which such obligation is created, constituting, or which with the
giving of notice or the lapse of any applicable grace period or both would
constitute, a default which accelerates (or permits any creditor or creditors
or representative of creditors to accelerate) the maturity of any such
Indebtedness for Borrowed Money.

SECTION 10.5 CHANGE OF CONTROL. If (x) any "person" or "group"
(other than any group consisting solely of members of the Rosskamm family or
the Zimmerman family) shall become the "beneficial owner" (as those terms are
respectively used in the Securities and Exchange Act of 1934, as amended, and
the rules and regulations thereunder) of more than fifty percent (50%) of the
outstanding voting stock of the Borrower or shall otherwise acquire the power
(whether by contract, by proxy or otherwise) to elect a majority of the
Borrower's Board of Directors or (y) during any twelve (12) month period,
individuals who were directors of the Borrower at the beginning of such period
or were elected to the Board of Directors of the Borrower with the approval of
a majority of such directors shall cease to constitute a majority of the Board
of Directors.

SECTION 10.6 TERMINATION OF PLAN OR CREATION OF WITHDRAWAL
LIABILITY. If (a) any Reportable Event occurs and the Majority Banks, in their
sole determination, deem such Reportable Event to constitute grounds (i) for
the termination of any Plan by the Pension Benefit Guaranty Corporation or (ii)
for the appointment by the appropriate United States district court of a
trustee to administer any Plan and such Reportable Event shall not have been
fully corrected or remedied to the full satisfaction of the Majority Banks
within thirty (30) days after giving of written notice of such determination to
the Borrower by any Bank or (b) any Plan shall be terminated within the meaning
of Title IV of ERISA (other than a Standard Termination, as that term is
defined in Section 4041(b) of ERISA), or (c) a trustee shall be appointed by
the appropriate United States district court to administer any Plan, or (d) the
Pension Benefit Guaranty Corporation shall institute proceedings to terminate
any Plan or to appoint a trustee to administer any Plan or (e) there occurs a
withdrawal by the Borrower or any Subsidiary from a Multi-Employer Plan which
results or may result in a withdrawal liability in an amount equal to or
greater than five per cent (5%) of the Borrower's Consolidated Tangible Net
Worth.

SECTION 10.7 VALIDITY OF AGREEMENTS. If this Agreement, the
Notes, any Guaranty of Payment, the guaranty under Section 5.5 of this
Agreement, any Reimbursement Agreement, or any other Related Writing shall for
any reason cease to be, or be asserted by the Borrower or any Subsidiary not to
be, a legal, valid and binding obligation of any party thereto (other than the
Agent, the Letter of Credit Bank or any Bank) enforceable in accordance with
its terms.

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SECTION 10.8 SOLVENCY OF SUBSIDIARIES. If any Subsidiary (other
than the FCA of Ohio) shall (a) generally not pay its debts as such debts
become due, or (b) make a general assignment for the benefit of creditors, or
(c) apply for or consent to the appointment of a receiver, a custodian, a
trustee, an interim trustee or liquidator of itself or all or a substantial
part of its assets, or (d) be adjudicated a debtor or have entered against it
an order for relief under Title 11 of the United States Code, as the same may
be amended from time to time, or (e) file a voluntary petition in bankruptcy or
file a petition or an answer seeking reorganization or an arrangement with
creditors or seeking to take advantage of any other law (whether federal or
state) relating to relief of debtors, or admit (by answer, by default or
otherwise) the material allegations of a petition filed against it in any
bankruptcy, reorganization, insolvency or other proceeding (whether federal or
state) relating to relief of debtors, or (f) suffer or permit to continue
unstayed and in effect for thirty (30) consecutive days any judgment, decree or
order, entered by a court of competent jurisdiction, which approves a petition
seeking its reorganization or appoints a receiver, custodian, trustee, interim
trustee or liquidator of itself or of all or a substantial part of its assets,
or (g) take or omit to take any other action in order thereby to effect any of
the foregoing.

SECTION 10.9 THE BORROWER'S SOLVENCY; FCA OF OHIO'S SOLVENCY. If
the Borrower or FCA of Ohio shall (a) discontinue business, or (b) generally
not pay its debts as such debts become due, or (c) make a general assignment
for the benefit of creditors, or (d) apply for or consent to the appointment of
a receiver, a custodian, a trustee, an interim trustee or liquidator of all or
a substantial part of its assets, or (e) be adjudicated a debtor or have
entered against it an order for relief under Title 11 of the United States
Code, as the same may be amended from time to time, or (f) file a voluntary
petition in bankruptcy or file a petition or an answer seeking reorganization
or an arrangement with creditors or seeking to take advantage of any other Law
(whether federal or state) relating to relief of debtors, or admit (by answer,
by default or otherwise) the material allegations of a petition filed against
it in any bankruptcy, reorganization, insolvency or other proceeding (whether
federal or state) relating to relief of debtors, or (g) suffer or permit to
continue unstayed and in effect for thirty (30) consecutive days any judgment,
decree or order entered by a court or governmental commission of competent
jurisdiction, which assumes custody or control of the Borrower or FCA of Ohio,
approves a petition seeking reorganization of the Borrower or FCA of Ohio or
any other judicial modification of the rights of its creditors, or appoints a
receiver, custodian, trustee, interim trustee or liquidator for the Borrower or
FCA of Ohio or of all or a substantial part of its assets, or (h) take, or omit
to take, any action in order thereby to effect any of the foregoing.

ARTICLE 11
REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or
elsewhere,

SECTION 11.1 OPTIONAL DEFAULTS. If any Event of Default referred
to in Sections 10.1 through and including 10.8 hereof shall occur, the Majority
Banks, or in the event that the Commitments of the Banks shall have been
terminated, the Banks holding 66% of the

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amount of Revolving Credit Loans then outstanding, shall have the right in
their discretion, by directing the Agent, on behalf of the Banks, to give
written notice to the Borrower, to

(1) terminate the Commitments and the credits hereby
established, if not theretofore terminated, and forthwith upon such
election the obligations of the Banks, and each thereof, to make any
further loan or loans hereunder and to risk participate in Letters of
Credit and Acceptances hereunder, and the obligation of the Agent to
create Acceptances and the obligation of the Letter of Credit Bank to
issue Standby Letters of Credit, immediately shall be terminated,
and/or

(2) accelerate the maturity of all of the Borrower's
Obligations to the Banks (if it be not already due and payable),
whereupon all of the Borrower's Obligations to the Banks and the Agent
shall become and (including but not limited to the Notes and the
Acceptance Obligations and all reimbursement obligations under Letters
of Credit) thereafter be immediately due and payable in full without
any presentment or demand and without any further or other notice of
any kind, all of which are hereby waived by the Borrower.

SECTION 11.2 AUTOMATIC DEFAULTS. If any Event of Default referred
to in Section 10.9 hereof shall occur,

(1) all of the Commitments and the credits hereby
established shall automatically and forthwith terminate, if not
theretofore terminated, and no Bank thereafter shall be under any
obligation to grant any further loan or loans hereunder, nor shall the
Agent thereafter be under any obligation to create Acceptances
hereunder, nor shall the Letter of Credit Bank be under any obligation
to issue any Standby Letter of Credit hereunder, and

(2) the principal of and interest on any Notes, and the
Acceptance Obligations, and all reimbursement obligations with respect
to Letters of Credit, then outstanding, and all of the Borrower's
other Bank Debt and the Agent shall thereupon become and thereafter be
immediately due and payable in full (if it be not already due and
payable), all without any presentment, demand or notice of any kind,
which are hereby waived by the Borrower.

Each Bank agrees that, unless so requested by the Agent with the consent of the
Majority Banks, it shall not take or cause to be taken any action to declare
the Commitments terminated or to declare payable or collect the amounts
referred to above that is independent from any action taken or to be taken by
the Agent, unless such action is taken in connection with an Event of Default
described in Section 10.1 or 10.9.

SECTION 11.3 OFFSETS. If there shall occur or exist any Possible
Default referred to in Section 10.9 hereof or if the maturity of the Notes or
any Acceptance or any accepted Time Draft is accelerated pursuant to Section
11.1 or 11.2 hereof, each Bank shall have the right at any time to set off
against, and to appropriate and apply toward the payment of, any

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and all Debt then owing by the Borrower to that Bank (including, without
limitation, any participation purchased or to be purchased pursuant to Section
11.4 hereof), whether or not the same shall then have matured, any and all
deposit balances and all other indebtedness then held or owing by that Bank to
or for the credit or account of the Borrower, all without notice to or demand
upon the Borrower or any other person, all such notices and demands being
hereby expressly waived by the Borrower.

SECTION 11.4 EQUALIZATION PROVISION; SHARING OF PAYMENTS.

(a) EQUALIZATION OF ADVANTAGE. Subject to the provisions of
Section 11.4(b) below, each Bank agrees with the other Banks that if it at any
time shall obtain any Advantage over the other Banks in respect of the
Borrower's Obligations to the Banks (except under Section 3.7, 3.8, 3.9 or 14.4
hereof), it will purchase from the other Banks, for cash and at par, such
additional participation in the Borrower's Debt to the Banks as shall be
necessary to nullify the Advantage. If any said Advantage resulting in the
purchase of an additional participation as aforesaid shall be recovered in
whole or in part from the Bank receiving the Advantage, each such purchase
shall be rescinded, and the purchase price restored (but without interest
unless the Bank receiving the Advantage is required to pay interest on the
Advantage to the person recovering the Advantage from such Bank) ratably to the
extent of the recovery. Each Bank further agrees with the other Banks that if
it at any time shall receive any payment for or on behalf of the Borrower on
any indebtedness owing by the Borrower to that Bank by reason of offset of any
deposit or other indebtedness, it will apply such payment first to any and all
indebtedness owing by the Borrower to that Bank pursuant to this Agreement
(including, without limitation, any participation purchased or to be purchased
pursuant to this Section 11.4) until the Borrower's Obligations have been paid
in full. The Borrower agrees that any Bank so purchasing a participation from
the other Banks pursuant to this Section may exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Bank were a direct creditor of the Borrower in the amount of such
participation.

(b) SHARING OF PAYMENTS. Upon the occurrence and continuation of
an Event of Default, the Borrower, the Agent and each of the Banks under this
Agreement, each of the Banks having Negotiated Bid Loans, Outside Loans or
loans under the Swingline Facility then outstanding (collectively, the "Sharing
Banks") agree that all payments made to any Bank in respect of the Revolving
Credit Loans, the Negotiated Bid Loans, the Outside Loans or loans in respect
of the Swingline Facility (such loans to be collectively referred to in the
aggregate as the "Subject Loans") shall be remitted to the Agent by the
Borrower, or by any Sharing Bank receiving any such payment after the
occurrence and during the continuation of an Event of Default, for application
by the Agent as follows: all payments made to the Agent in respect of the
Subject Loans shall be made (i) to each Sharing Bank in respect of the
Revolving Credit Loans, the interest and fees due in respect of such Revolving
Credit Loans, and the Swingline Facility and such interest as may be due
Society in respect of outstanding loans under the Swingline Facility on a pro
rata basis based upon the percentage such Subject Loans of such Bank bear to
the aggregate of all such Subject Loans then outstanding and (ii) upon payment
in full of all amounts to be paid pursuant to the preceding clause (i), to the
Sharing Banks on a pro rata basis based upon the percentage the aggregate of
then outstanding Negotiated Bid

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Loans and the then outstanding Outside Loans of such Sharing Bank bears to the
aggregate of all of the Negotiated Bid Loans and the Outside Loans then
outstanding. Each Sharing Bank may apply any such payment received pursuant to
this Section 11.4(b) to the amounts owing to such Sharing Bank in respect of
such the Subject Loans of such Sharing Bank in such manner and in such order as
such Sharing Bank shall determine in its sole discretion. Each Sharing Bank
agrees the such Sharing Bank shall provide that any transferee (whether by
absolute assignment or participation) of all or any portion of any Negotiated
Bid Loan, Outside Loan or any loan in respect of the Swingline Facility shall
be bound by the provisions of this Section 11.4(b) and Article 12 hereof.

ARTICLE 12
THE AGENT

SECTION 12.1 THE AGENT. Each Bank irrevocably appoints Society to
be its Agent with full authority to take such actions, and to exercise such
powers, on behalf of the Banks in respect of this Agreement and the Related
Writings as are therein respectively delegated to the Agent or as are
reasonably incidental to those delegated powers. Society in such capacity
shall be deemed to be an independent contractor of the Banks. Each of the
Sharing Banks irrevocably appoints Society to be its Agent with full authority
to take such actions, and to exercise such powers, on behalf of the Banks in
respect of this Agreement and the Related Writings as are therein respectively
delegated to the Agent pursuant to Section 11.4 or as are reasonably incidental
to those delegated powers. Society in such capacity shall be deemed to be an
independent contractor of the Sharing Banks. For the purposes of this Article
12, "Bank" shall include any Sharing Bank.

SECTION 12.2 NATURE OF APPOINTMENT. The Agent shall have no
fiduciary relationship with any Bank by reason of this Agreement and the
Related Writings. The Agent shall not have any duty or responsibility
whatsoever to any Bank except those expressly set forth in this Agreement and
the Related Writings. Without limiting the generality of the foregoing, each
Bank acknowledges that the Agent is acting as such solely as a convenience to
the Banks and not as a manager of the commitments or the Obligations evidenced
by the Notes. This Article 12 does not confer any rights upon the Borrower or
anyone else (except the Banks), whether as a third party beneficiary or
otherwise.

SECTION 12.3 SOCIETY AS A BANK; OTHER TRANSACTIONS. Society's
rights as a Bank under this Agreement and the Related Writings shall not be
affected by its serving as the Agent. Society and its affiliates may generally
transact any banking, financial, trust, advisory or other business with the
Borrower or its Subsidiaries (including, without limitation, the acceptance of
deposits, the extension of credit and the acceptance of fiduciary appointments)
without notice to the Banks, without accounting to the Banks, and without
prejudice to Society's rights as a Bank under this Agreement and the Related
Writings except as may be expressly required under this Agreement.

SECTION 12.4 INSTRUCTIONS FROM BANKS. The Agent shall not be
required to exercise any discretion or take any action as to matters not
expressly provided for by this

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Agreement and the Related Writings (including, without limitation, collection
and enforcement actions in respect of any Obligations under the Notes or this
Agreement and any collateral therefor) EXCEPT that the Agent shall take such
action (or omit to take such action) other than actions referred to in Section
14.1, as may be reasonably requested of it in writing by the Majority Banks
with instructions and which actions and omissions shall be binding upon all the
Banks; PROVIDED, HOWEVER, that the Agent shall not be required to act (or omit
any act) if, in its judgment, any such action or omission might expose the
Agent to personal liability or might be contrary to this Agreement, any Related
Writing or any applicable Law.

SECTION 12.5 BANK'S DILIGENCE. Each Bank (a) represents and
warrants that it has made its decision to enter into this Agreement and the
Related Writings and (b) agrees that it will make its own decision as to taking
or not taking future actions in respect of this Agreement and the Related
Writings; in each case without reliance on the Agent or any other Bank and on
the basis of its independent credit analysis and its independent examination of
and inquiry into such documents and other matters as it deems relevant and
material.

SECTION 12.6 NO IMPLIED REPRESENTATIONS. The Agent shall not be
liable for any representation, warranty, agreement or obligation of any kind of
any other party to this Agreement or anyone else, whether made or implied by
the Borrower or any Subsidiary in this Agreement or any Related Writing or by a
Bank in any notice or other communication or by anyone else or otherwise.

SECTION 12.7 SUB-AGENTS. The Agent may employ agents and shall
not be liable (except as to money or property received by it or its agents) for
any negligence or misconduct of any such agent selected by it with reasonable
care. The Agent may consult with legal counsel, certified public accountants
and other experts of its choosing (including, without limitation, Society's
salaried employees or any otherwise not independent) and shall not be liable
for any action or inaction taken or suffered in good faith by it in accordance
with the advice of any such counsel, accountants or other experts which shall
have been selected by it with reasonable care.

SECTION 12.8 AGENT'S DILIGENCE. The Agent shall not be required
(a) to keep itself informed as to anyone's compliance with any provision of
this Agreement or any Related Writing, (b) to make any inquiry into the
properties, financial condition or operation of the Borrower or any of its
Subsidiaries or any other matter relating to this Agreement or any Related
Writing, (c) to report to any Bank any information (other than which this
Agreement or any Related Writing expressly requires to be so reported) that the
Agent or any of its affiliates may have or acquire in respect of the
properties, business or financial condition of the Borrower or any of its
Subsidiaries or any other matter relating to this Agreement or any Related
Writing or (d) to inquire into the validity, effectiveness or genuineness of
this Agreement or any Related Writing.

SECTION 12.9 NOTICE OF DEFAULT. The Agent shall not be deemed to
have knowledge of any Possible Default or Event of Default unless and until it
shall have received a written notice describing it and citing the relevant
provision of this Agreement or any Related

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Writing. The Agent shall give each Bank reasonably prompt notice of any such
written notice except, of course, to any Bank that shall have given the written
notice.

SECTION 12.10 AGENT'S LIABILITY. Neither the Agent nor any of its
directors, officers, employees, attorneys, and other agents shall be liable for
any action or omission on their respective parts except for gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the
Agent: (i) may treat the payee of any Revolving Credit Note as the holder
thereof until the Agent receives a fully executed copy of the Assignment
Agreement required by Section 13.1(b) signed by such payee and in form
satisfactory to the Agent and the fee required by Section 13.1(b); (ii) may
consult with legal counsel, independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice or such counsel,
accountants or experts which have been selected by the Agent with reasonable
care; (iii) makes no warranty or representation to any Bank and shall not be
responsible to any Bank for any statements, warranties or representations made
in or in connection with this Agreement, any Guaranty of Payment or any other
Related Writing, including, without limitation, the truth of the statements
made in any certificate delivered by the Borrower under Article 6 or any Notice
of Borrowing, Acceptance Request, Rate Continuation/Conversion Request,
Extension Request and Consent, Reimbursement Agreement or any other similar
notice or delivery, the Agent being entitled for the purposes of determining
fulfillment of the conditions set forth therein to rely conclusively upon such
certificates; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement, the Notes or any other Related Writing or to inspect the property
(including the books and records) of the Borrower or its Subsidiaries; (v)
shall not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any
Guaranty of Payment or collateral covered by any agreement or any other Related
Writing and (vi) shall incur no liability under or in respect of this
Agreement, the Notes or any other Related Writing by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy, cable or telex) believed by it in good faith to be genuine and
correct and signed or sent by the proper party or parties.

Neither the Agent nor any of its directors, officers, employees or
agents shall have any responsibility to the Borrower on account of the failure
of or delay in performance or breach by any Bank of any of its obligations
hereunder or to any Bank on account of the failure of or delay in performance
or breach by any other Bank or the Borrower of any of their respective
obligations hereunder or under any Related Writing or in connection herewith or
therewith.

The Banks each hereby acknowledge that the Agent shall be under no
duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement, the Notes or any other Related Writing unless
it shall be requested in writing to do so by the Majority Banks.

SECTION 12.11 COMPENSATION. Except for the fees set forth in the
Agent's Fee Letter, the Agent shall receive no other compensation for its
services as agent of the Banks in respect of this Agreement and the Related
Writings, except any expressly referred to in this

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Agreement, but the Borrower shall reimburse the Agent periodically on its
demand for out-of-pocket expenses, if any, reasonably incurred by it as such.

SECTION 12.12 AGENT'S INDEMNITY. The Banks shall indemnify the
Agent (to the extent the Agent is not reimbursed by the Borrower) from and
against (a) any loss or liability (other than any caused by the Agent's gross
negligence or willful misconduct and other than any loss to the Agent resulting
from the Borrower's non-payment of agency fees owed solely to the Agent)
incurred by the Agent as such in respect of this Agreement, the Notes, the
Letters of Credit, the Acceptances, any Time Draft, any Guaranty of Payment or
any Related Writing (as the Agent) and (b) any out-of-pocket expenses incurred
in defending itself or otherwise related to this Agreement, the Notes, any
Guaranty of Payment, any Letter of Credit, any Acceptance, any Time Draft or
any Related Writing (other than any caused by the Agent's gross negligence or
willful misconduct) including, without limitation, reasonable fees and
disbursements of legal counsel of its own selection (including, without
limitation, the reasonable interdepartmental charges of its salaried attorneys)
in the defense of any claim against it or in the prosecution of its rights and
remedies as the Agent (other than the loss, liability or costs incurred by the
Agent in the defense of any claim against it by the Banks arising in connection
with its actions in its capacity as Agent); PROVIDED, HOWEVER, that each Bank
shall be liable for only its Ratable Portion of the whole loss or liability.

SECTION 12.13 RESIGNATION. The Agent (or any successor) may at any
time resign as such by giving ten (10) days' prior written notice to the
Borrower and to each Bank; and the Majority Banks may remove the Agent at any
time with or without cause by giving written notice to the Agent and the
Borrower. In any such case, the Majority Banks may appoint a successor to the
resigned or removed agent (the "FORMER AGENT"), provided that the Majority
Banks obtain the Borrower's prior written consent to the successor (which
consent shall not be unreasonably withheld), by giving written notice to the
Borrower, the Former Agent and each Bank not participating in the appointment;
PROVIDED, HOWEVER, that, if at the time of the proposed resignation or removal
of an Agent, the Borrower is the subject of an action referred to in Section
10.9 or an Event of Default shall have occurred and be continuing the
Borrower's consent shall not be required. In the absence of a timely
appointment, the Former Agent shall have the right (but not the duty) to make a
temporary appointment of any Bank (but only with that Bank's consent) to act as
its successor pending an appointment pursuant to the immediately preceding
sentence. In either case, the successor Agent shall deliver its written
acceptance of appointment to the Borrower, to each Bank and to the Former
Agent, whereupon (a) the Former Agent shall execute and deliver such
assignments and other writings as the successor Agent may reasonably require to
facilitate its being and acting as the Agent, (b) the successor Agent shall in
any event automatically acquire and assume all the rights and duties as those
prescribed for the Agent by this Article 12 and (c) the Former Agent shall be
discharged from its duties and obligations under this Agreement and the Related
Writings.

SECTION 12.14 BANK PURPOSE. Each Bank represents and warrants to
the Agent, the other Banks and the Borrower that such Bank is familiar with the
Securities Act of 1933, as amended, and the rules and regulations thereunder
and is not entering into this Agreement with any intention to violate such Act
or any rule or regulation thereunder. Subject to the

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provisions of Sections 14.1 and 14.2, each Bank shall at all times retain full
control over the disposition of its assets subject only to this Agreement and
to all applicable Law.

SECTION 12.15 BANK INDEMNIFICATION. Each Bank providing cash
management or similar services to the Borrower agrees to indemnify each of the
other Banks (the "Other Banks") from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against any Other Bank in any way relating to or
arising out of the cash management or similar services provided by such Bank to
the Borrower or any of its Subsidiaries or any action or inaction of such Bank
in connection therewith.

ARTICLE 13
TRANSFERS AND ASSIGNMENTS

SECTION 13.1 TRANSFER OF COMMITMENTS. Each Bank shall have the
right at any time or times to transfer to another financial institution,
without recourse, all or any part of (a) that Bank's Commitment, (b) any Loan
made by that Bank, (c) any Revolving Credit Note, (d) that Bank's Risk
Participation Exposure and (e) that Bank's participations, if any, purchased
pursuant to Section 11.4; PROVIDED, HOWEVER, in each such case, that the
transferor and the transferee shall have complied with the following
requirements:

(a) PRIOR CONSENT. No transfer may be consummated pursuant to
this Article 13 without the prior written consent of the Borrower and the Agent
(other than a transfer by any Bank to any affiliate of such Bank), which
consent of the Borrower shall not be unreasonably withheld; PROVIDED, HOWEVER,
that, neither the Borrower nor the Agent shall be deemed to be unreasonable in
withholding its respective consent if, (i) after giving effect to such
transfer, any Bank's (including any assignee becoming a Bank pursuant to this
Section 13.1) Ratable Portion of the Total Commitment Amount would be less than
Ten Million Dollars ($10,000,000), (ii) the proposed transferee is a financial
institution not organized under the Laws of a state or of the United States
(unless such institution is an affiliate of the transferring Bank) or (iii) if
the proposed transferee's long-term certificates of deposit shall be rated A or
below by any rating agency or the equivalent rating by Thompson's Bank Watch;
PROVIDED, FURTHER, that, if at the time of the proposed transfer the Borrower
is the subject of a proceeding referenced in Section 10.9 or any Event of
Default shall have occurred and be continuing, the Borrower's consent shall not
be required and any Bank may consummate a transfer contemplated by Section 13.1
notwithstanding the requirements of clauses (i), (ii) or (iii) of this Section
13.1(a). Notwithstanding anything to the contrary, any Bank may at any time
assign all or any portion of its rights under this Agreement and its Notes to a
Federal Reserve Bank, and no such assignment shall release such assigning Bank
from its obligations hereunder.

(b) AGREEMENT; TRANSFER FEE. The transferor (i) shall remit to
the Agent an administrative fee of Two Thousand Five Hundred Dollars ($2,500)
and (ii) shall cause the transferee to execute and deliver to the Borrower, the
Agent and each Bank (A) an Assignment Agreement, in the form of Exhibit G
hereto (an "Assignment Agreement") together with the

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consents and releases and the Administrative Questionnaire referenced therein
and (B) such additional amendments, assurances and other writings as the Agent
may reasonably require.

(c) NOTES. The Borrower shall execute and deliver (i) to the
Agent, the transferor and the transferee, any consent or release (of all or a
portion of the obligations of the transferor) to be delivered in connection
with the Assignment Agreement, (ii) if a Bank's entire interest in its
Commitment, its Risk Participation Exposure and in all of its Loans have been
transferred, to the transferee an appropriate Notes against return of the Notes
(marked "replaced") held by the transferor and (iii) if only a portion of a
Bank's interest in its Commitment, its Risk Participation Exposure and its
Loans has been transferred, a new Revolving Credit Note to each of the
transferor and the transferee against return of the original such Notes of the
transferor (marked "replaced") held by the transferor.

(d) PARTIES. Upon satisfaction of the requirements of this
Section 13.1, including the payment of the fee and the delivery of the
documents set forth in Section 13.1(b), (i) the transferee shall become and
thereafter be deemed to be a "Bank" for the purposes of this Agreement and (ii)
the transferor (A) shall continue to be a "Bank" for the purposes of this
Agreement only if and to the extent that the transfer shall not have been a
transfer of its entire interest in its Commitment, its Risk Participation
Exposure and its Loans, (B) shall cease to be and thereafter shall no longer be
deemed to be a "Bank" in the case of any transfer of its entire interest in its
Commitment, its Risk Participation Exposure and its Loans and (C) the signature
pages hereto and Annex A hereto shall be automatically amended, without further
action, to reflect the result of any such transfer.

SECTION 13.2 SALE OF PARTICIPATIONS. Each Bank shall have the
right at any time or times to sell one or more participations or
subparticipations to a financial institution, as the case may be, in all or any
part of (a) that Bank's Commitment, (b) that Bank's Risk Participation
Exposure, (c) any Loan made by that Bank, (d) any Note delivered to that Bank
pursuant to this Agreement, and (e) that Bank's participations, if any,
purchased pursuant to Section 11.4 or this Section 13.2.

(a) BENEFITS OF PARTICIPANT. The provisions of Sections 3.7, 3.8
and 3.9 shall inure to the benefit of each purchaser of a participation or
subparticipation (provided that each such participant shall look solely to the
seller of its participation for those benefits and the Borrower's liabilities,
if any, under any of those sections shall not be increased as a result of the
sale of any such participation) and Agent shall continue to distribute payments
pursuant to this Agreement as if no participation has been sold.

(b) RIGHTS RESERVED. In the event any Bank shall sell any
participation or subparticipation, that Bank shall, as between itself and the
purchaser, retain all of its rights (including, without limitation, rights to
enforce against the Borrower this Agreement and the Related Writings) and
duties pursuant to this Agreement and the Related Writings, including, without
limitation, that Bank's right to approve any waiver, consent or amendment
pursuant to Section 14.1, except if and to the extent that any such waiver,
consent or amendment would

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(i) reduce any fee or commission allocated to the
participation or subparticipation, as the case may be,

(ii) reduce the amount of any principal payment on any
Loan allocated to the participation or
subparticipation, as the case may be, or reduce the
principal amount of any Loan so allocated or the rate
of interest payable thereon, or

(iii) extend the time for payment of any amount allocated
to the participation or subparticipation, as the case
may be.

(c) NO DELEGATION. No participation or subparticipation shall
operate as a delegation of any duty of the seller thereof. Under no
circumstance shall any participation or subparticipation be deemed a novation
in respect of all or any part of the seller's obligations pursuant to this
Agreement.

SECTION 13.3 CONFIDENTIALITY. Each Bank hereby (a) acknowledges
that the Borrower and each of its Subsidiaries have many trade secrets and much
financial, environmental and other data and information the confidentiality of
which is important to their business and (b) agrees to keep confidential any
such trade secret, data or information designated in writing by the Borrower or
any of its Subsidiaries as confidential, except that this Section shall not
preclude any Bank from furnishing any such secret, data or information: (i) as
may be required by order of any court of competent jurisdiction or requested by
any governmental agency having any regulatory authority over that Bank or its
securities or in response to legal process, (ii) to any other party to this
Agreement, (iii) or to any affiliate of any Bank or to any actual or
prospective transferee, participant or subparticipant (so long as such
affiliate or prospective transferee, participant or subparticipant is a
financial institution) of all or part of that Bank's rights arising out of or
in connection with the Related Writings and this Agreement or any thereof so
long as such affiliate, prospective transferee, participant or subparticipant
to whom disclosure is made agrees to be bound by the provisions of this Section
13.3, (iv) to anyone if it shall have been already publicly disclosed (other
than by that Bank in contravention of this Section 13.3), (v) to the extent
reasonably required in connection with the exercise of any right or remedy
under this Agreement or any Related Writing, (vi) to that Bank's legal counsel,
auditors and accountants and (vii) in connection with any legal proceedings
instituted by or against the Agent or any Bank.

ARTICLE 14
MISCELLANEOUS

SECTION 14.1 AMENDMENTS, CONSENTS. No amendment, modification,
termination, or waiver of any provision of this Agreement or of the Notes, nor
consent to any variance therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Banks (and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given). Unanimous consent of all Banks shall be required with
respect to (i) the extension of maturity of any Note, or the payment date of
interest, principal and/or fees thereunder, or (ii) any reduction in the rate
of interest on the

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<PAGE> 86
Notes, or in any amount of principal or interest due on any Note, or in the
manner of pro rata application of any payments made by the Borrower to the
Banks hereunder, or (iii) any change in any percentage voting requirement in
this Agreement, or (iv) any change in the dollar amount or percentage of the
Banks' Commitments or any Bank's Commitment, or (v) any change in amount or
timing of any fees payable under this Agreement, or (vi) any release of the
Guarantors of Payment or any thereof from any obligation of under any Guaranty
of Payment or release the Borrower from its obligations under Section 5.5
hereof, or (vii) any change in any provision of this agreement which requires
all of the Banks to take any action under such provision or (viii) any change
in Section 11.4(b), 13.1, 13.2 or this Section 14.1 itself. Notice of
amendments or consents ratified by the Banks hereunder shall immediately be
forwarded by the Borrower to all Banks. Each Bank or other holder of a Note
shall be bound by any amendment, waiver or consent obtained as authorized by
this section, regardless of its failure to agree thereto.

SECTION 14.2 NO WAIVER; CUMULATIVE REMEDIES. No omission or
course of dealing on the part of Agent, any Bank or the holder of any Note in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The remedies herein provided are
cumulative and in addition to any other rights, powers or privileges held by
operation of Law, by contract or otherwise.

SECTION 14.3 NOTICES. All notices, requests, demands and other
communications provided for hereunder shall be in writing and, if to the
Borrower, mailed or delivered to it (including, without limitation, delivery by
facsimile transmission), addressed to it at the address specified on the
signature pages of this Agreement, if to a Bank, mailed or delivered to it
(including, without limitation, delivery by facsimile transmission), addressed
to the address of such Bank specified on the signature pages of this Agreement.
All notices, statements, requests, demands and other communications provided
for hereunder shall be deemed to be given or made when delivered or forty-eight
(48) hours after being deposited in the mails with postage prepaid by
registered or certified mail or delivered to a telegraph company, addressed as
aforesaid, except that notices from the Borrower to Agent or the Banks pursuant
to any of the provisions hereof, including, without limitation, Articles 3, 4,
5 and 6 hereof, shall not be effective until received by Agent or the Banks.

SECTION 14.4 COSTS AND EXPENSES. The Borrower agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery, modification, administration and amendment of
this Agreement (including, without limitation, any amendment), the Notes, any
Guaranty of Payment, the Acceptances, the Letters of Credit, any Time Drafts or
Sight Drafts, the Related Writings and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto (including any
reasonable interdepartmental charges) and with respect to advising the Agent as
to its rights and responsibilities under this Agreement. Without limiting the
generality of the foregoing, such costs and expenses shall include: (a)
reasonable attorneys' and paralegal's costs, expenses and disbursements of
counsel to the Agent; (b) extraordinary expenses of Agent in connection with

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<PAGE> 87
the administration of this Agreement, the Notes, any Guaranty of Payment, the
Acceptances, the accepted Time Drafts, the sight drafts, Letters of Credit, any
other Related Writing and the other instruments and documents to be delivered
hereunder; (c) the reasonable fees and out-of-pocket expenses of special
counsel for the Agent or the Agent for the benefit of the Banks, with respect
thereto and of local counsel, if any, who may be retained by said special
counsel with respect thereto; (d) costs and expenses (including reasonable
attorneys and paralegal costs, expenses and disbursements) for any amendment,
supplement, waiver, consent, or subsequent closing in connection with this
Agreement, the Notes, any Guaranty of Payment, the Acceptances, the Time
Drafts, the Sight Drafts, any Letters of Credit or any other Related Writing
and the transactions contemplated thereby; (e) sums paid or incurred to pay any
amount or take any action required of the Borrower under this Agreement, the
Notes or any Related Writing that the Borrower fails to pay or take; (f) the
cost of any appraisal, survey, environmental audit or the retention of any
other professional service or consultant commenced after the occurrence and
continuation of an Event of Default and deemed reasonably necessary by the
Agent; (g) costs of inspections and periodic review of the records of the
Borrower or any of its Subsidiaries, including, without limitation, travel,
lodging, and meals for inspections of the Borrower's and its Subsidiaries'
operations by the Agent up to one time per year and at any time after the
occurrence and during the continuation of an Event of Default; (h) costs and
expenses of forwarding loan proceeds, fees, interest and other payments to the
Banks; and (i) costs and expenses (including, without limitation, attorneys'
fees) paid or incurred to obtain payment of the Obligations (including the
Obligations arising under this Section 14.4), enforce the provisions of the
Credit Agreement, the Notes, any Guaranty of Payment or any other Related
Writing, or to defend any claims made or threatened against the Agent arising
out of the transactions contemplated hereby (including without limitation,
preparations for and consultations concerning any such matters). The Borrower
further agrees to pay on demand all costs and expenses of each Bank, if any
(including reasonable counsel fees and expenses), in connection with the
restructuring or the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Notes, any Guaranty of
Payment, any other Related Writing and the other documents to be delivered
hereunder, including, without limitation, reasonable counsel fees and expenses
in connection with the enforcement of rights under this Section 14.4. The
foregoing shall not be construed to limit any other provisions of this
Agreement, the Notes, any Guaranty of Payment or any Related Writing regarding
costs and expenses to be paid by the Borrower. All of the foregoing costs and
expenses may be charged, in the Agent's sole discretion, to the Borrower's loan
account as Revolving Credit Loans (notwithstanding existence of any Possible
Default or Event of Default or the failure of the conditions of Article 7 to
have been satisfied).

SECTION 14.5 OBLIGATIONS SEVERAL. The obligations of the Banks
hereunder are several and not joint. Nothing contained in this Agreement and
no action taken by Agent or the Banks pursuant hereto shall be deemed to
constitute the Banks a partnership, association, joint venture or other entity.
No default by any Bank hereunder shall excuse the other Banks from any
obligation under this Agreement; but no Bank shall have or acquire any
additional obligation of any kind by reason of such default.

SECTION 14.6 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of

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<PAGE> 88
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.

SECTION 14.7 BINDING EFFECT; ASSIGNMENT. This Agreement shall
become effective when it shall have been executed by the Borrower, Agent and by
each Bank and thereafter shall be binding upon and inure to the benefit of the
Borrower and each of the Banks and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of all of
the Banks. No person, other than the Banks, shall have or acquire any
obligation to grant the Borrower any Loans hereunder. Any Bank may at any time
sell, assign, transfer, grant participations pursuant to Article 13 hereof.

SECTION 14.8 GOVERNING LAW. This Agreement, each of the Notes and
any Related Writing shall be governed by and construed in accordance with the
Laws of the State of Ohio and the respective rights and obligations of the
Borrower and the Banks shall be governed by Ohio Law.

SECTION 14.9 SEVERABILITY OF PROVISIONS; CAPTIONS. Any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction. The several captions to sections and subsections herein
are inserted for convenience only and shall be ignored in interpreting the
provisions of this Agreement.

SECTION 14.10 ENTIRE AGREEMENT. This Agreement and the Related
Writings referred to in or otherwise contemplated by this Agreement set forth
the entire agreement of the parties as to the transactions contemplated by this
Agreement.

SECTION 14.11 JURY TRIAL WAIVER. THE BORROWER, THE AGENT, THE
LETTER OF CREDIT BANK AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG THE BORROWER, THE AGENT, THE LETTER OF CREDIT BANK AND THE
BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

SECTION 14.12 JURISDICTION; VENUE; INCONVENIENT FORUM.

(a) JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF ANY OHIO STATE COURT OR FEDERAL COURT OF THE UNITED STATED OF
AMERICA SITTING IN CUYAHOGA COUNTY, OHIO,

Page 175 of 196
<PAGE> 89
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY RELATED WRITING, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH OHIO STATE
OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT
ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT, THE NOTES OR ANY RELATED WRITING IN THE COURTS OF
ANY JURISDICTION.

(b) VENUE; INCONVENIENT FORUM. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY
AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE NOTES OR ANY OTHER RELATED WRITING IN ANY OHIO STATE OR
FEDERAL COURT SITTING IN OHIO. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. THE BORROWER
CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND FREELY MADE.

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<PAGE> 90
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers or agents thereunto duly
authorized, as of the date first above written.

FABRI-CENTERS OF AMERICA, INC.

Robert Norton
------------------------------------
By: Robert Norton
---------------------------------
Its: Chief Financial Officer
---------------------------------

5555 Darrow Road
Hudson, Ohio 44236
Attention: Chief Financial Officer
Telecopy: 216-463-6675

Page 177 of 196
<PAGE> 91
SOCIETY NATIONAL BANK,
individually and as Agent

Michael Jackson
------------------------------------
By: Michael J. Jackson
Its: Vice President

127 Public Square
Cleveland, Ohio 44114
Attention: Large Corporate Division
Telecopy:(216) 689-4981
---------------------------

Page 178 of 196
<PAGE> 92
BANKS

SOCIETY NATIONAL BANK

Michael Jackson
-----------------------------
By: Michael J. Jackson
Title: Vice President

Address for Notices:

Society National Bank
127 Public Square
Cleveland, Ohio 44114
Attention: Large Corporate Division

Telecopy: (216) 689-4981

Lending Office:

Society National Bank
127 Public Square
Cleveland, Ohio 44114

Page 179 of 196
<PAGE> 93
NATIONAL CITY BANK

D. B. Hayes, Jr.
---------------------------------
By: Donald B. Hayes, Jr.
------------------------------
Title: Vice President
--------------------------

Address for Notices:

National City Bank
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114
Attention: Metro Division

Telecopy: (216) 575-9396

Lending Office:

National City Bank
National City Center
1900 East Ninth Street
Metro Division
Cleveland, Ohio 44114

Page 180 of 196
<PAGE> 94
NBD BANK, N.A.

Michael K. Kelly
--------------------------------
By: Michael K. Kelly
-----------------------------
Title: Vice President
--------------------------

Address for Notices:

NBD Bank, N.A.
Midwest Banking Division
611 Woodward
Detroit, Michigan 48226
Attention: PATTI DUEWEKE
----------------------

Telecopy: 313-225-3269
----------------------

Lending Office:

NBD Bank, N.A.
Midwest Banking Division
611 Woodward
Detroit, Michigan 48226

Page 181 of 196
<PAGE> 95
COMERICA BANK

Ian Hogan
----------------------------------
By: Ian Hogan
-------------------------------
Title: Vice President
----------------------------

Address for Notices:

Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Ian Hogan/Beverly Jones
------------------------
Telecopy: (313) 222-3330
------------------------

Lending Office:

Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226

Page 182 of 196
<PAGE> 96
THE HUNTINGTON NATIONAL BANK

Charles B. Knowles, Jr.
---------------------------------
By: Charles B. Knowles Jr.
------------------------------
Title: Vice President
---------------------------

Address for Notices:

The Huntington National Bank
917 Euclid Avenue-CM-62
Cleveland, Ohio 44114
Attention: C. B. Knowles, Jr.
-----------------------
Telecopy: (216) 344-6082
-----------------------

Lending Office:

The Huntington National Bank
917 Euclid Avenue
Cleveland, Ohio 44114

Page 183 of 196
<PAGE> 97
PNC BANK, NATIONAL ASSOCIATION

Joseph G. Moran
---------------------------------
By: Joseph G. Moran
------------------------------
Title: Vice President
---------------------------

Address for Notices:

PNC Bank, National Assocation
1375 E. Ninth Street, Suite 1250
Cleveland, Ohio 44114
Attention:
-----------------------
Telecopy: (216) 348-8594
-----------------------

Lending Office:

PNC Bank, National Association
One PNC Plaza
Fifth Avenue and Wood Street
Pittsburg, Pennsylvania 15265

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<PAGE> 98
BANK ONE, AKRON, NA

Susan D. Steiger
--------------------------------
By: Susan D. Steiger
-----------------------------
Title: Vice President
--------------------------

Address for Notices:

Bank One, Akron, NA
50 S. Main Street
Akron, Ohio 44308
Attention: Corporate Banking Department
------------------------------
Telecopy: (216) 972-1598
-------------------------------
Lending Office:

Bank One, Akron, NA
50 S. Main Street
Akron, Ohio 44308

Page 185 of 196
<PAGE> 99
THE FIFTH THIRD BANK

Deborah E. Perkins
------------------------------------
By: Deborah E. Perkins
---------------------------------
Title: Asst. Vice President

Address for Notices:

The Fifth Third Bank
1404 E. Ninth Street
Cleveland, Ohio 44114
Attention: Deborah E. Perkins
--------------------------
Telecopy: (216) 687-5996
--------------------------

Lending Office:

The Fifth Third Bank
1404 E. Ninth Street
Cleveland, Ohio 44114

Page 186 of 196
<PAGE> 100
Annex A and B

ANNEX A AND B TO THIS CREDIT AGREEMENT AS LISTED ON SEQUENTIAL PAGE 96 HAVE NOT
BEEN INCLUDED AS PART OF THIS FILING ON FORM 8-K. THESE ITEMS WILL BE
FURNISHED UPON REQUEST.

Page 187 of 196
<PAGE> 101
Exhibits

THE EXHIBITS TO THIS CREDIT AGREEMENT AS LISTED ON SEQUENTIAL PAGE 96 HAVE NOT
BEEN INCLUDED AS PART OF THIS FILING ON FORM 8-K. THESE EXHIBITS WILL BE
FURNISHED UPON REQUEST.

Page 188 of 196

<PAGE> 1

EXHIBIT 10(b)

RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of April 22, 1994, is between Robert L. Norton
("Norton") and FABRI-CENTERS OF AMERICA, INC., an Ohio corporation ("FCA").

FCA is considering the possibility of an acquisition (the "Acquisition") of
the Cloth World division ("CW") of The Brown Group, a major retailer of
fabrics, notions, crafts, and sewing machines in the United States. Norton is
assisting in the evaluation of the Acquisition and, if the Acquisition is
consummated, FCA anticipates that he will assist in the integration of CW with
FCA. FCA desires to enter into this Agreement in order to ensure Norton's
assistance in these matters, as well as the continued performance by him of
other responsibilities, in the event the Acquisition is consummated.

In consideration of their mutual covenants in this Agreement, and subject to
the consummation of the Acquisition, Norton and FCA agree as follows:

1. EMPLOYMENT. FCA will employ Norton, and Norton will render services to FCA,
as Vice Chairman and Chief Financial Officer. These services will be
rendered at FCA's Hudson, Ohio, headquarters. In addition to his duties as
Chief Financial Officer, Norton will use his best efforts (i) to assist in
the integration of FCA and CW, including the selection of the new management
team and realignment of personnel and responsibilities associated with that
integration, (ii) to support the new combined management team once it is in
place, including the new Chief Operating Officer and the other executive
officers, and (iii) toward the end of the term of his employment, to work
with and assist his designated successor in the assumption of his
responsibilities, except that this clause (iii) shall not apply if the
parties have mutually agreed to extend the term of Norton's employment
beyond the Normal Termination Date (as defined in Section 3).

2. COMPENSATION; BENEFITS. During the term of his employment, FCA will provide
the following compensation and benefits to Norton:

a. BASE SALARY; EXPENSE REIMBURSEMENT. FCA will pay to Norton an annual base
salary of $312,000, payable in bi-weekly installments, subject to normal
withholding. In addition, FCA will reimburse Norton for reasonable and
ordinary business expenses incurred by him in the performance of his
services to FCA, provided Norton keeps and renders to FCA such records as
FCA may reasonably require.

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<PAGE> 2
b. BONUS. Norton will be entitled to participate in FCA's Key Management
Incentive Plan or any incentive plan that replaces it (the "Incentive
Plan") on the same terms and conditions as FCA's other executive officers.

c. FRINGE BENEFITS. During the term of his employment, Norton will be
entitled to participate in any retirement plan, group term life insurance,
profit-sharing plan, group health and hospitalization coverage,
disability, club memberships, supplemental retirement plan, split-dollar
insurance, and other benefits that are currently provided to him and
continue to be provided to other executive officers of FCA during the term
of his employment. In addition, Norton will be entitled to the use of the
company car currently used by him, together with all car maintenance and
related expenses as have been paid by FCA in the past. To the extent any
of these benefits is contributory for other executive officers of FCA,
Norton will contribute to the cost of the benefits on the same terms as
other executive officers. Except as otherwise explicitly provided
elsewhere in this Agreement or required by applicable law, Norton will not
be entitled to continue to participate in any of the benefit plans and
arrangements referred to in this paragraph (c) for any period after the
effective termination of his employment. Without limiting the generality
of the immediately preceding sentence, the split dollar life insurance
arrangement currently maintained for Norton's benefit will end as of the
effective date of the termination of his employment for any reason other
than death.

d. STOCK OPTIONS AND RESTRICTED STOCK. Stock options previously granted to
Norton will become exercisable, and shares of restricted stock will vest,
in accordance with their terms, subject to the provisions of Section 4.

3. TERM OF EMPLOYMENT. Unless extended by the mutual agreement of the parties,
the term of Norton's employment will expire at the close of business on the
later of (i) the second anniversary date of the effective date of the
Acquisition and (ii) August 2, 1996 (the later of these dates is referred to
as the "Normal Termination Date"), subject to early termination as follows:

a. EARLY TERMINATION BY NORTON. Norton may, in his discretion, terminate his
employment effective as of August 1, 1995 by giving written notice of
termination to FCA on or before May 1, 1995. In any such event, Norton
will be entitled to the compensation and benefits set forth in Section
4(a) and Norton will also be entitled to spend a reasonable amount of time
during the period from May 1, 1995 through July 31, 1995 to search for
other employment.

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<PAGE> 3
b. EARLY TERMINATION BY FCA WITHOUT CAUSE. FCA may, in its discretion,
terminate Norton's employment at any time without cause, effective at such
time as FCA may provide in the notice of termination, in which event
Norton will be entitled to the compensation and benefits set forth in
Section 4(a).

c. EARLY TERMINATION BY FCA FOR CAUSE. FCA may terminate Norton's employment
at any time for cause, in which event Norton will be entitled to the
compensation and benefits set forth in Section 4(b). For this purpose,
"cause" means (i) dishonesty, theft, or fraud by Norton in connection with
his employment, (ii) material breach by Norton of his obligations under
this Agreement (including, without limitation, any persistent failure by
Norton to perform his duties under this Agreement, including the duties
set forth in Section 1), or (iii) material breach of his obligations under
Section 5. Any termination of Norton's employment for Cause shall be
effective immediately upon FCA giving notice of termination of employment
to Norton. However, if any breach or failure on Norton's part referred to
in clause (ii) of this Section 3(c) is curable, FCA shall not give Norton
notice of termination for Cause based upon that breach or failure unless
the Board has first given Norton written notice of that breach or failure
setting forth in reasonable detail the nature of the breach or failure and
the actions necessary to correct the breach or failure and Norton has
failed to effect a cure within 30 days of the receipt of that notice.

4. COMPENSATION AND BENEFITS PAYABLE UPON EARLY TERMINATION.

a. EARLY TERMINATION BY NORTON; EARLY TERMINATION BY FCA WITHOUT CAUSE. In
the event Norton terminates his employment early in accordance with
Section 3(a), or in the event FCA terminates Norton's employment early
without cause, Norton will be entitled to receive the following
compensation and benefits: (i) FCA will continue to pay Norton's base
salary up to the Normal Termination Date, (ii) Norton will participate in
the Incentive Plan for any fiscal year completed prior to the effective
date of the termination of his employment (the "Early Termination Date"),
but not for any subsequent fiscal year, (iii) FCA will not provide Norton
with any fringe benefits referred to in Section 2(c) after the Early
Termination Date except that the group health and hospitalization coverage
and group term life insurance will continue until the earlier of the
Normal Termination Date or the date on which Norton first obtains other
employment that provides group health and hospitalization coverage or

Page 191 of 196
<PAGE> 4
group life insurance and (B) title to the company car currently used by
Norton will be transferred to him, as soon as practicable after the Early
Termination Date, upon the assumption by him of responsibility for
insurance and other expenses related to the operation of the car, (iv)
stock options that would become exercisable after the Early Termination
Date and on or before the Normal Termination Date if Norton's employment
continued through the Normal Termination Date will be accelerated so that
they become exercisable on the Early Termination Date and may be exercised
at any time within three months after the Early Termination Date (and the
Compensation Committee of the Board of Directors of FCA will exercise its
discretion to permit such exercises during that three month period), but
stock options that are scheduled to become exercisable after the Normal
Termination Date will expire as of the Early Termination Date, (v) the
vesting of shares of restricted stock that would vest on or before the
Normal Termination Date if Norton's employment continued through the
Normal Termination Date will be accelerated so that those shares of
Restricted Stock will vest on the Early Termination Date, but shares of
restricted stock that are scheduled to vest after the Normal Termination
Date will be forfeited, and (vi) FCA will provide Norton with outplacement
services through a firm that is reasonably satisfactory to Norton.

b. EARLY TERMINATION BY FCA FOR CAUSE: EARLY TERMINATION BY NORTON OTHER
THAN PURSUANT TO SECTION 3(A). In the event FCA terminates Norton's
employment early for cause in accordance with Section 3(c), or Norton
terminates his employment early other than pursuant to Section 3(a),
Norton will be entitled to receive the following compensation and
benefits: (i) FCA will continue to pay Norton's base salary up to the
effective date of the termination of his employment, (ii) Norton will
participate in the Incentive Plan for any fiscal year completed prior to
the effective date of the termination of his employment, but not for any
subsequent fiscal year, (iii) FCA will provide Norton with the fringe
benefits referred to in Section 2(c) up to the effective date of the
termination of his employment, and (iv) any stock options that have not
been exercised on or before the effective date of the termination of his
employment will expire, and any shares of restricted stock that have not
vested on or before the effective date of the termination of his
employment will be forfeited.

c. EARLY TERMINATION DUE TO DISABILITY. In the event of the early
termination of Norton's employment due to disability that prevents him
from performing his duties under this Agreement, Norton will be entitled
to receive the same benefits that he would have been entitled to receive

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<PAGE> 5
under Section 4(a) (offset, in the case of continuing compensation
payments, by the amount of any disability benefits payable to Norton under
any disability income insurance program sponsored by FCA), including
acceleration of the date on which stock options become exercisable and
restricted stock vests.

d. EARLY TERMINATION DUE TO DEATH. If Norton's employment is terminated
before the Normal Termination Date as a result of Norton's death, (i)
stock options that would otherwise become exercisable after his death and
on or before the Normal Termination Date if Norton's employment continued
through the Normal Termination Date will be accelerated so that they
become exercisable on the date of death and may be exercised at any time
within three months after the date of death (and the Compensation
Committee of the Board of Directors of FCA will exercise its discretion to
permit such exercises during that three month period), but stock options
that are scheduled to become exercisable after the Normal Termination Date
will expire as of the date of death, and (ii) the vesting of shares of
restricted stock that otherwise would vest on or before the Normal
Termination Date if Norton's employment continued through the Normal
Termination Date will be accelerated so that those shares of Restricted
Stock will vest on the date of death, but shares of restricted stock that
are scheduled to vest after the Normal Termination Date will be forfeited
as of the date of death, and (iii) none of the other benefits referred to
in Section 4(a) will be continued beyond the date of death.

5. COVENANT NOT TO COMPETE OR SOLICIT: CONFIDENTIAL INFORMATION.

a. COVENANT NOT TO COMPETE OR SOLICIT. During the term of Norton's
employment and for a period of three years thereafter (the "Noncompetition
Period"), Norton will not have any financial or other interest in or
become involved, directly or indirectly, as a proprietor, partner,
shareholder, officer, employee, consultant, or agent or in any other
capacity, with any person or organization listed on Exhibit A or with any
subsidiary, affiliate, franchise, partnership, joint venture, successor in
interest, or assign of any such person or organization. During the
Noncompetition Period, without the prior written consent of the Chief
Executive Officer of FCA, Norton will not recruit, solicit, or recommend
for employment any employee of FCA or any of its subsidiaries or otherwise
seek to induce any employee of FCA to terminate his or her employment with
FCA or any of its subsidiaries.

b. CONFIDENTIAL INFORMATION. Norton will not, at any time during or after
the term of his employment, disclose any confidential information gathered
or

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<PAGE> 6
learned by him in the course of his employment by FCA. Confidential
information includes, but is not limited to, oral or written information
regarding business plans, management reports, vendor agreements, store
performance records, and other information of a similar nature regarding
FCA or its subsidiaries.

c. REMEDIES. Notwithstanding the provisions of Sections 3 and 4, in the
event of a material breach by Norton of his obligations under this Section
5, (i) FCA's obligation to provide compensation and benefits to Norton
will cease, any stock options that have not been exercised will expire,
and any shares of restricted stock that have not vested will be forfeited
and (ii) Norton will refund to FCA all compensation and the value of all
benefits provided to him after the effective date of the termination of
his employment pursuant to Section 4, including the value of all stock
options that were exercised after the effective date of the termination of
his employment and the value of all shares of restricted stock that vested
after the effective date of the termination of his employment. Norton
acknowledges that any breach of his obligations under this Section 5 would
result in irreparable harm to FCA that could not be adequately remedied by
an award of monetary damages; accordingly, Norton agrees that FCA will be
entitled to injunctive relief to enforce his obligations under this
Section 5, in addition to any other rights or remedies that FCA may have
at law or in equity, including reasonable attorneys' fees.

6. RELATIONSHIP TO CHANGE OF CONTROL AGREEMENT. Norton and FCA are parties to
an employment agreement dated November 30, 1988 (the "Change of Control
Agreement") intended to become operative only upon the occurrence of a
"Change of Control" (as defined in that agreement).

a. The Acquisition shall not be treated as a Change of Control for purposes
of this Agreement or the Change of Control Agreement and, if the
Acquisition would otherwise constitute a Change of Control for those
purposes, the Change of Control Agreement is hereby amended so that the
Acquisition will not constitute such a Change of Control.

b. If a Change of Control occurs during the term of Norton's employment under
this Agreement, Norton shall thereafter be entitled to assert rights under
either (i) this Agreement or (ii) the Change of Control Agreement but not
under both. If Norton asserts rights under either this Agreement or the
Change of Control Agreement, he shall thereupon forfeit his rights under
the other agreement.

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<PAGE> 7
c. If Norton's employment is terminated for whatever reason before a Change
of Control occurs, the Change of Control Agreement shall be of no further
force or effect.

7. MISCELLANEOUS. If Norton's employment with FCA ends on the Normal
Termination Date, (a) the Compensation Committee of the Board of Directors
of FCA will exercise its discretion to permit the exercise, at any time
during the three month period after the Normal Termination Date, of any
stock options that were exercisable on the Normal Termination Date, and (b)
FCA will provide Norton with outplacement services through a firm that is
reasonably satisfactory to Norton. FCA will pay the reasonable fees of
Norton's counsel incurred in connection with the negotiation and execution
of this Agreement. If Norton's employment with FCA terminates before the
Normal Termination Date under circumstances entitling Norton to continuation
of health and hospitalization coverage under this Agreement, FCA will
provide Norton the right to continue health and hospitalization coverage, at
his expense, as generally required by the Consolidated Omnibus
Reconciliation Act of 1985, for a period of 18 months after the Normal
Termination Date. This Agreement will be interpreted and enforced in
accordance with Ohio law. This Agreement expresses the entire understanding
between the parties on its subject matter and, except as provided in Section
6, above, supersedes all prior understandings between them on that subject
matter. The obligations of the parties under this Agreement are subject to
the consummation of the Acquisition; in the event the Acquisition is not
consummated by November 30, 1994, this Agreement will be void.

IN WITNESS WHEREOF, FCA and Norton have signed this Agreement as of the date
first above written.

FABRI-CENTERS OF AMERICA, INC.

By: Alan Rosskamm
--------------------------------
Chief Executive Officer

Robert L. Norton
--------------------------------
Robert L. Norton

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<PAGE> 8
EXHIBIT A
---------

House of Fabrics
Hancock Fabrics, Inc.
Piece Goods Shops Company
Northwest Fabrics & Crafts (Conagra, Inc.)
Fabricland/Fabricville (Canada)
BouClaire House of Fabrics, Inc. (Canada)
Michaels Stores, Inc.
Lee Wards Creative Crafts, Inc.
Ben Franklin Crafts, Inc.
Frank's Nursery and Crafts (General Host Corp.)
Rag Shops, Inc.
A. C. Moore
Mae's Fabrics (Florida)

AGREED TO:

FABRI-CENTERS OF AMERICA, INC.

By: Alan Rosskamm
-------------------------
Alan Rosskamm
Chief Executive Officer

Robert L. Norton
-------------------------
Robert L. Norton

Dated as of April 22, 1994

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