<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         This Second Amended and Restated Credit Agreement, dated as of November
22, 2002, is among DMI FURNITURE, INC., a Delaware corporation, the Lenders from
time to time party hereto, and BANK ONE, NA, a national banking association
having its principal office in Chicago, Illinois, as Agent.

         The Borrower and Bank One are parties to a certain Amended and Restated
Credit Agreement, dated as of October 23, 2001, as amended by a First Amendment
to Amended and Restated Credit Agreement, dated as of January 3, 2002, and a
Second Amendment to Amended and Restated Credit Agreement, dated as of March 29,
2002, and by the Loan Modification Agreement (the "Modification Agreement"), of
even date, among the Borrower, Bank One, and Fifth Third Bank, Kentucky, Inc.
(the "Original Agreement").

         The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         As used in this Agreement:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Advance" means a borrowing of the Revolving Loan or Term Loan
hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted
or continued by the Lenders on the same date of conversion or continuation,
consisting, in either case, of the aggregate amount of the several Loans of the
same Type and, in the case of Eurodollar Loans, for the same Interest Period.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
<PAGE>
         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "Aggregate Term Loan Commitment" means, at any time, the aggregate of
the Term Loan Commitments of all the Lenders.

         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which commitment fees are accruing on the Unused Revolving Loan Aggregate
Commitment at such time as set forth in the Pricing Schedule.

         "Applicable LC Fee" means at any time, with respect to the 1993
Direct-Pay Letter of Credit, the 1994 Refunding Direct-Pay Letter of Credit, and
a Facility LC that is a standby letter of credit, the percentage rate per annum
which is applicable at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the President or the Chief Financial
Officer of the Borrower, acting singly.

                                      -2-
<PAGE>
         "Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity (successor
by merger with Bank One, Indiana, N.A.), and its successors.

         "Bond Document" means any of the 1993 Bond Documents or any of the 1994
Refunding Bond Documents as the context requires, and when used in the plural
form, refers to all or any combination of the Bond Documents as the context
requires.

         "Borrower" means DMI Furniture, Inc., a Delaware corporation, and its
successors and assigns.

         "Borrowing Base" means, at any date a determination thereof is to be
made, an amount equal to the sum of: (i) Eighty Percent (80%) of (a) the net
book value (as determined in accordance with Agreement Accounting Principles) of
Eligible Accounts minus (b) an amount equal to the net book value of all
Eligible Accounts owed by account debtors for goods supplied by Borrower for use
in showroom or displays for which extended payment terms (i.e., payment terms
which are longer than customarily extended for purchases of inventory from
Borrower on account) were given to the account debtor by the Borrower,
determined as of the last day of the fiscal quarter of Borrower preceding the
date of determination; (ii) Fifty Percent (50%) of the Eligible Finished Goods
Inventory Value and the Eligible Wood Stock Inventory Value; (iii) Twenty-Five
Percent (25%) of the Eligible Miscellaneous Inventory Value; and (iv) during the
period beginning on the first day of the fourth Fiscal Month of each fiscal year
of the Borrower and ending on the last day of the sixth Fiscal Month of the same
fiscal year of the Borrower, and during the period beginning on the first day of
the eighth Fiscal Month of each fiscal year of the Borrower and ending on the
last day of the tenth Fiscal Month of the same fiscal year of the Borrower, the
sum of $1,000,000.00 (all of the foregoing as determined on the basis of the
information contained in the most recent Borrowing Base Certificate provided to
the Agent or as determined by the Agent upon an inspection of the Borrower's
books and records and inventory by the Agent or any other representative of the
Lenders); provided, however, the Borrowing Base shall be $0 commencing five (5)
calendar days after the Borrower's failure to furnish to the Agent a monthly
Borrowing Base Certificate within the period of time required under Section 6.1
and continuing until the Agent shall have received a properly completed and
certified Borrowing Base Certificate.

         "Borrowing Base Certificate" means a certificate signed by an
Authorized Officer of the Borrower certifying the amount of the Borrowing Base
and the Maximum Availability as of a stated date and in such form and showing
such detail as the Agent reasonably may require from time to time.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York City for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Indianapolis for the conduct of substantially all of their commercial
lending activities and interbank wire transfers can be made on the Fedwire
system.

                                      -3-
<PAGE>
         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles,
including the amount capitalized under all Capital Leases.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Capital Expenditures" means Capital Expenditures that are not
financed through the incurring of new Indebtedness.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change in Control" means the occurrence of any of the following:

                  (i)      Any "person", as such term is used in Sections 13(d)
                           and 14(d)(2) of the Securities Exchange Act of 1934,
                           as amended (the "Exchange Act") (other than the
                           Borrower, any trustee or other fiduciary holding
                           securities under an employee benefit plan of the
                           Borrower, or any corporation owned, directly or
                           indirectly, by the shareholders of the Borrower in
                           substantially the same proportions as their ownership
                           of stock of the Borrower, or any of the existing
                           Series C Preferred shareholders), is or becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act), directly or indirectly, of
                           securities of the Borrower representing 40% or more
                           of the combined voting power of the Borrower's then
                           outstanding securities.

                  (ii)     During any period of one year, individuals who at the
                           beginning of such period constitute the Board of
                           Directors of the Borrower cease to constitute at
                           least a majority thereof. If the election or
                           nomination for election by the Borrower's
                           shareholders of a new director (other than a director
                           designated by a person who has entered into an
                           agreement with the Borrower to effect a transaction
                           described in clause (a), (c) or (d) of this
                           definition) was approved by a vote of at least
                           two-thirds of the directors then still in office who
                           either were directors at the beginning of the period
                           or whose election or nomination for election was
                           previously so approved, that director shall not be
                           counted for purposes of the preceding sentence.

                                      -4-
<PAGE>
                  (iii)    The shareholders of the Borrower approve a merger or
                           consolidation of the Borrower with any other
                           corporation, other than (A) a merger or consolidation
                           which would result in the voting securities of the
                           Borrower outstanding immediately prior thereto
                           continuing to represent (either by remaining
                           outstanding or by being converted into voting
                           securities of the surviving entity) more than 80% of
                           the combined voting power of the voting securities of
                           the Borrower or such surviving entity outstanding
                           immediately after such merger or consolidation, or
                           (B) a merger or consolidation effected to implement a
                           recapitalization of the Borrower (or similar
                           transaction) in which no "person" (as hereinabove
                           defined) acquires more than 50% of the combined
                           voting power of the Borrower's then outstanding
                           securities.

                  (d)      The shareholders of the Borrower approve a plan of
                           complete liquidation of the Borrower or an agreement
                           for the sale of disposition by the Borrower of all or
                           substantially all of the Borrower's asset.

                  (e)      Any other transaction which is of a nature that would
                           be require to be reported in response to Item 6(e) of
                           Schedule 14A of Regulation 14A promulgated under the
                           Exchange Act occurs.

         "Change in Management" means neither (i) Donald D. Dreher nor (ii)
Joseph G. Hill is a senior executive of the Borrower.

         "City" means the City of Huntingburg, Indiana.

         "Closing Date" means November 22, 2002.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Documents" means, collectively, the Security Agreement, the
Mortgages, the Mortgage Assignment and the Guaranty.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commission Due Date" means the first Business Day of each November,
February, May and August of each year.

         "Commitment" means, for each Lender, the sum of its LC Commitment and
its Revolving Commitment.

         "Consolidated EBITDA" means with respect to any period, Consolidated
Net Income plus, to the extent deducted from revenues in determining
Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for
taxes paid or accrued, (iii) depreciation, (iv) amortization and (v)
extraordinary losses incurred other than in the ordinary course of business,
minus, to the extent included in Consolidated Net Income, extraordinary gains
realized other than in the ordinary course of business, all calculated for the
Borrower and its Subsidiaries on a consolidated basis.

                                      -5-
<PAGE>
         "Consolidated Fixed Charges" means with respect to any period, the sum
of interest which was due and payable by the Borrower and its Subsidiaries in
cash during such period, plus Cash Capital Expenditures made by the Borrower and
its Subsidiaries during such period, plus scheduled principal payments of
Indebtedness of the Borrower and each of its Subsidiaries which were due and
payable in cash during such period (excluding payments to the Designated Account
that are required under Section 2.21.1 or 2.22.1 to the extent that such
payments are funded with Advances of the Term Loans, plus taxes of the Borrower
and its Subsidiaries which were due and payable during such period, plus
dividends that were paid to the shareholders of the Borrower in cash during such
period.

         "Consolidated Funded Indebtedness" means at any time the aggregate
dollar amount of the Indebtedness of the Borrower and its Subsidiaries
calculated on a consolidated basis which has actually been funded and is
outstanding at such time, whether or not such amount is due or payable at such
time.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Tangible Net Worth" means the consolidated shareholders'
equity of the Borrower and its Subsidiaries, less any allowance for goodwill,
patents, trademarks, trade secrets, and any other assets which would be
classified as intangible assets under Agreement Accounting Principles, and less
the deferred tax asset arising from the recognition of net operating loss carry
forward, and less the portion of "other comprehensive income" (determined in
accordance with Agreement Accounting Principles and being either a positive or
negative amount) which relates to interest rate swaps and minimum pension
liabilities and which directly affects the equity section of the balance sheet
without being reflected in the income statement, all determined on a
consolidated basis for the Borrower and its Subsidiaries.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Credit Enhancement Business Day" means a "Business Day," as defined in
each of the Credit Enhancement Letters of Credit, as the context requires.

                                      -6-
<PAGE>
         "Credit Enhancement Letter of Credit" means the 1993 Direct-Pay Letter
of Credit or the 1994 Refunding Direct-Pay Letter of Credit as the context
requires, and when used in the plural form, refers to both of them.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Designated Account" is defined in Section 2.21.1.

         "Drawing" means an Interest Drawing, a Principal Drawing or a
Remarketing Drawing, as the context requires, and when used in the plural form,
means all or any combination of them as the context requires.

         "Eligible Accounts" means, at any date a determination thereof is to be
made, all outstanding accounts receivable of the Borrower for which the Borrower
shall have furnished to the Agent information adequate for purposes of
identification at times and in form and substance as may be reasonably requested
by the Agent; provided, however, that an account receivable shall not constitute
an Eligible Account if it: (i) remains unpaid sixty (60) days after the original
due date for its payment stated on the applicable invoice or one hundred fifty
(150) days after the invoice date; (ii) is an account receivable with respect to
which the account receivable debtor is the subject of a bankruptcy or similar
insolvency proceeding or has made an assignment for the benefit of creditors or
whose assets have been conveyed to a receiver or trustee or who is no longer
conducting its customary business, except and to the extent the Agent otherwise
agrees in writing; (iii) is an account receivable which is not invoiced (and
dated as of the date of such invoice) and sent to the account receivable debtor
within the ordinary course of the business of the Borrower and in accordance
with customary billing practices after delivery of the underlying goods to, or
performance of the underlying services for, the accounts receivable debtor; (iv)
is an account receivable arising with respect to goods which have not been
shipped or arising with respect to services which have not been fully performed;
(v) is an account receivable with respect to which the account receivable
debtor's obligation to pay the account receivable is conditional upon the
account receivable debtor's approval or is otherwise subject to any repurchase
obligation or return right, as with sales made on a bill-and-hold, guaranteed
sale, sale-and-return, sale on approval or consignment basis; (vi) is an account
receivable in which the Bank does not have a first priority, perfected security
interest; (vii) is an account receivable due from any Subsidiary, Affiliate,
employee or sales agent of the Borrower or which is due solely from an accounts
receivable debtor which is a United States federal governmental entity or
agency, except and to the extent the Bank otherwise agrees in writing; or (viii)
is an account receivable evidenced by an instrument (as defined in Article 9.1
of the Indiana Uniform Commercial Code). At any time more than Twenty-Five
Percent (25%) of the aggregate amount of accounts receivable due from an
accounts receivable debtor remain unpaid more than sixty (60) days after the
date(s) due as stated on the original invoice(s) evidencing such accounts
receivable, then no accounts receivable due the Borrower from that accounts
receivable debtor shall constitute an Eligible Account; provided that accounts
receivable from Sam's Club shall not be excluded from Eligible Accounts unless
more than Fifty Percent (50%) of the aggregate amount of accounts receivable due
from Sam's Club remain unpaid more than sixty (60) days after the date(s) due
stated on the original invoice(s). Further, to the extent that an Eligible
Account is subject to any set-off, offset, credit or other

                                      -7-
<PAGE>
reduction right held by the account receivable debtor, then for purposes of
determining the Borrowing Base the amount of such Eligible Account shall be
reduced by the sum of all such offsets, credits and reductions.

         "Eligible Finished Goods Inventory Value" means, at any date a
determination thereof is to be made, an amount equal to the sum of (i) the
aggregate book value of the Borrower's finished goods inventory (all as
determined and classified in accordance with Agreement Accounting Principles)
but excluding all such inventory: (a) held by a third party on consignment or
subject to any repurchase option or arrangement or return right, as with sales
made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval or
consignment basis; (b) located outside the United States of America, except such
inventory with respect to which the Borrower has provided to the Agent evidence
satisfactory to the Agent that the Agent holds a perfected, first priority
security in such inventory, or (c) which does not comply with any of the
following requirements:

                  (1)      It is in good and merchantable condition for sale to
                           an end user and is readily marketable by the Borrower
                           in the ordinary course of the Borrower's business;

                  (2)      It conforms in all material respects to all
                           applicable specifications, standards and
                           requirements; and

                  (3)      It complies with or exceeds all standards, mandates
                           and requirements of Governmental Authority with which
                           it must be in compliance for it to be lawfully sold
                           to an end user in the United States of America;

and (ii) the aggregate amount available to be drawn under all Facility LCs
issued by the LC Issuer against which a vendor may draw to obtain payment of the
purchase price of finished goods inventory, minus the book value of any such
inventory included in the calculation of the Eligible Finished Goods Inventory
Value pursuant to clause (i) above as to which the vendors who are the
beneficiaries of such Facility LCs have not yet presented or the LC Issuer has
not yet honored a draft or demand for payment.

         "Eligible Miscellaneous Inventory Value" means, at any date a
determination thereof is to be made, an amount equal to the aggregate book value
(as determined and classified in accordance with Agreement Accounting
Principles) of the Borrower's raw material inventory, including furniture
hardware which is not yet part of work in process or finished goods, but
excluding all lumber (cut or uncut), board stock, timber, logs and other wood.

         "Eligible Wood Stock Inventory Value" means, at any date a
determination thereof is to be made, an amount equal to the aggregate book value
of the Borrower's inventory of timber, logs, rough cut lumber and full-board
stock (all as determined and classified in accordance with Agreement Accounting
Principles) and that is readily marketable in established wood markets in its
existing condition, but excluding all such lumber and board stock which is not
in standard market dimensions.

         "Enhancement Issuer" means Bank One, as issuer of the Credit
Enhancement Letters of Credit.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions,

                                      -8-
<PAGE>
discharges or releases of pollutants, contaminants, hazardous substances or
wastes into surface water, ground water or land, or (iv) the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, hazardous substances or wastes or the
clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association LIBOR
rate for deposits in U.S. dollars as reported by any generally recognized
financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, and having a maturity equal to
such Interest Period, provided that, if no such British Bankers' Association
LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the rate determined by the Agent
to be the rate at which Bank One or one of its Affiliate banks offers to place
deposits in U.S. dollars with first-class banks in the London interbank market
at approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, in the approximate amount of Bank One's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Extension Request" is defined in Section 2.20.

         "Facility LC" is defined in Section 2.19.1.

         "Facility LC Application" is defined in Section 2.19.3.

         "Facility LC Collateral Account" is defined in Section 2.19.11.

                                      -9-
<PAGE>
         "Facility Termination Date" means December 31, 2004 or any later date
as may be specified as the Facility Termination Date in accordance with Section
2.20, or any earlier date on which the Aggregate Commitment is reduced to zero
or otherwise terminated pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

         "Fiscal Month" means a 4-week or 5-week period comprising a fiscal
month of the Borrower.

         "Fixed Charge Coverage Ratio" means, with respect to the Borrower and
its Subsidiaries for any fiscal period, the ratio of Consolidated EBITDA for
such period to Consolidated Fixed Charges for such period.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "Guarantor" means DMI Management, Inc., a Kentucky corporation, and its
successors and assigns.

         "Guaranty" means that certain Second Amended and Restated Guaranty
dated as of the Closing Date, executed by the Guarantor in favor of the Agent
for the benefit of the Lenders, as it may be amended or modified and in effect
from time to time.

         "Hazardous Substance" means any hazardous or toxic substance regulated
by any Environmental Laws, including but not limited to the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act and the Toxic Substance Control Act, or by any
federal or state governmental agencies having jurisdiction over the control of
any such substance including but not limited to the United States Environmental
Protection Agency.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable

                                      -10-
<PAGE>
arising in the ordinary course of such Person's business payable on terms
customary in the trade), (iii) obligations, whether or not assumed, secured by
Liens or payable out of the proceeds or production from Property now or
hereafter owned or acquired by such Person, (iv) obligations which are evidenced
by notes, acceptances, or other negotiable instruments, (v) obligations of such
Person to purchase securities or other Property arising out of or in connection
with the sale of the same or substantially similar securities or Property, (vi)
Capitalized Lease Obligations, (vii) any other obligation for borrowed money or
other financial accommodation which in accordance with Agreement Accounting
Principles would be shown as a liability on the consolidated balance sheet of
such Person, and (viii) Contingent Obligations.

         "Interest Drawing" is used as defined in each of the Credit Enhancement
Letters of Credit, as the context requires.

         "Interest Payment Date" is used as defined in the 1993 Trust Indenture
or the 1994 Refunding Trust Indenture, as the context requires.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "LC Commitment" means, for each Lender, the obligation of such Lender
to participate in Facility LCs, in an aggregate amount not exceeding the amount
set forth opposite its signature below, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.

         "LC Fee" is defined in Section 2.19.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs and Credit
Enhancement Letters of Credit outstanding at such time, plus (ii) the aggregate
unpaid amount at such time of all Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.19.5.

                                      -11-
<PAGE>
         "Lenders" means the lending institutions listed on the signature pages
of this Agreement (including any Lender in the capacity of LC Issuer or
Enhancement Issuer) and their respective successors and assigns.

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Funded Indebtedness outstanding on such date to (ii) Consolidated
EBITDA for the period of twelve consecutive Fiscal Months ending on the last day
of the most-recently ended fiscal quarter.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

         "Loan Documents" means the Modification Agreement, this Agreement, the
Notes, the Facility LC Applications, the Collateral Documents and the Guaranty.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents or
the Bond Documents, or (iii) the validity or enforceability of any of the Loan
Documents or the Bond Documents or the Bond Documents, or the rights or remedies
of the Agent, the LC Issuer, the Enhancement Issuer or the Lenders thereunder.

         "Material Indebtedness" means Indebtedness in an outstanding principal
amount of $100,000.00 or more in the aggregate (or the equivalent thereof in any
currency other than U.S. dollars).

         "Material Indebtedness Agreement" means any agreement under which any
Material Indebtedness was created or is governed or which provides for the
incurrence of Indebtedness in an amount which would constitute Material
Indebtedness (whether or not an amount of Indebtedness constituting Material
Indebtedness is outstanding thereunder).

         "Maximum Availability" means, as of any date of determination, the
lesser of: (i) (a) during the period beginning July 31 of each year until
January 30 of the following year, $20,000,000.00, and (b) during the period
beginning on January 31 of each year until July 30 of that year, $19,000,000.00;
and (ii) the Borrowing Base, minus the LC Obligations in respect of Facility
LCs.

         "Maximum Available Credit" means the sum of (i) the 1993 Maximum
Available Credit, plus (ii) the 1994 Refunding Maximum Available Credit.

         "Modification Agreement" is defined in the preamble of this Agreement.

                                      -12-
<PAGE>
         "Modify" and "Modification" are defined in Section 2.19.1.

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

         "Mortgages" means amendments and restatements of the 1992 Huntingburg
Mortgage, the 1993 Huntingburg Mortgage-Warehouse, the 1993 Huntingburg
Mortgage-Mfg., and the 1997 Project Mortgage, in form and substance acceptable
to the Agent and the Lenders, providing for Liens granted to the Agent, for the
benefit of the Lenders, to secure all of the Secured Obligations.

         "Mortgage Assignments" means assignments of the 1992 Huntingburg
Mortgage, the 1993 Huntingburg Mortgage-Warehouse, the 1993 Huntingburg
Mortgage-Mfg., and the 1997 Project Mortgage, in form and substance acceptable
to the Agent and the Lenders, whereby the liens and rights of Bank One
thereunder are assigned to the Agent for the benefit of the Lenders, the LC
Issuer and the Enhancement Issuer, to secure all of the Secured Obligations.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means any of the Revolving Note, the Term Notes, the Remarketing
Reimbursement Notes-1993 Bonds, or the Remarketing Reimbursement Notes-1994
Refunding Bonds.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders or to any Lender, the Agent, the LC Issuer, the
Enhancement Issuer, or any indemnified party arising under the Loan Documents.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Original Agreement" is defined in the preamble to this Agreement.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Advances of the Revolving Loan
outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the
LC Obligations in respect of Facility LCs at such time.

         "Participants" is defined in Section 12.2.1.

         "Participation" means, for each Lender, the obligation of such Lender
to participate in the Credit Enhancement Letters of Credit, the Remarketing
Reimbursement Loans-1993 Bonds, and the Remarketing Reimbursement Loans-1994
Refunding Bonds in proportion to its Pro Rata Share, as it may

                                      -13-
<PAGE>
be modified as a result of any assignment that has become effective pursuant to
Section 12.3.2 or as otherwise modified from time to time pursuant to the terms
hereof.

         "Payment Date" means the last Business Day of each calendar month.

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

         "Permitted Liens" means Liens described in Section 6.15(i) through
(vii).

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Principal Drawing" is used as defined in each of the Credit
Enhancement Letters of Credit, as the context requires.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is the sum of such Lender's Commitment and Term
Loan Commitment and the denominator of which is the sum of the Aggregate
Commitment and the Aggregate Term Loan Commitment. The Pro Rata Share of each
Lender as of the Closing Date, stated as a percentage, is set forth opposite its
signature below.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered by the
Borrower which is a rate swap, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction,

                                      -14-
<PAGE>
currency option or any other similar transaction (including any option with
respect to any of these transactions) or any combination thereof, whether linked
to one or more interest rates, foreign currencies, commodity prices, equity
prices or other financial measures.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Reimbursement Obligations" means, at any time, the aggregate of (i)
all obligations of the Borrower then outstanding under Section 2.19 to reimburse
the LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs, (ii) all obligations of the Borrower then
outstanding under Sections 2.21 and 2.22 to reimburse the Enhancement Issuer for
amounts paid by the Enhancement Issuer in respect of Drawings under the Credit
Enhancement Letters of Credit, and (iii) the indebtedness evidenced by all
Remarketing Reimbursement Notes-1993 Bonds and all Remarketing Reimbursement
Notes-1994 Refunding Bonds.

         "Remarketing Drawing" is used as defined in each of the Credit
Enhancement Letters of Credit, as the context requires.

         "Remarketing Reimbursement Loan - 1993 Bonds" is defined in Section
2.21.3.

         "Remarketing Reimbursement Note - 1993 Bonds" is defined in Section
2.21.3.

         "Remarketing Reimbursement Loan - 1994 Refunding Bonds" is defined in
Section 2.22.3.

         "Remarketing Reimbursement Note - 1994 Refunding Bonds" is defined in
Section 2.22.3.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate holding at least
sixty-seven percent (67%) of the Aggregate Commitment, Aggregate Term Loan
Commitment, and the aggregate LC Obligations in

                                      -15-
<PAGE>
respect of Credit Enhancement Letters of Credit, or if the Aggregate Commitment
has been terminated, Lenders in the aggregate holding at least sixty-seven
percent (67%) of the Aggregate Outstanding Credit Exposure, Aggregate Term Loan
Commitment and the aggregate LC Obligations in respect of Credit Enhancement
Letters of Credit.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Commitment" means, as to each Lender, the obligation of such
Lender to make Advances to the Borrower under the Revolving Loan, in an
aggregate amount not exceeding the amount set forth opposite its signature
below, as it may be modified as a result of any assignment that has become
effective pursuant to Section 12.3.2 or as otherwise modified from time to time
pursuant to the terms hereof.

         "Revolving Loan" is defined in Section 2.2.

         "Revolving Loan Maturity Date" means the earlier of (i) the Facility
Termination Date, and (ii) that date upon which the Required Lenders accelerate
payment of the Revolving Loan in accordance with Section 8.1 of this Agreement.

         "Revolving Notes" is defined in Section 2.13.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Secured Obligations" means, collectively, (i) the Obligations and (ii)
all Rate Management Obligations owing to one or more Lenders.

         "Security Agreement" means that certain Second Amended and Restated
Security Agreement, dated as of the Closing Date, executed by Borrower in favor
of the Agent, for the benefit of the Lenders, as it may be amended or modified
and in effect from time to time.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at

                                      -16-
<PAGE>
the time be so owned or controlled. Unless otherwise expressly provided, all
references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries or property which is
responsible for more than 10% of the consolidated net sales or of the
consolidated net income of the Borrower and its Subsidiaries, in each case, as
would be shown in the consolidated financial statements of the Borrower and its
Subsidiaries as at the beginning of the twelve-month period ending with the
month in which such determination is made (or if financial statements have not
been delivered hereunder for that month which begins the twelve-month period,
then the financial statements delivered hereunder for the quarter ending
immediately prior to that month).

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Term Loan" is defined in Section 2.2.

         "Term Loan Commitment" means, for each Lender, the obligation of such
Lender to make Advances of the Term Loan, in an aggregate amount not exceeding
the amount set forth opposite its signature below, as it may be modified as a
result of any assignment that has become effective pursuant to Section 12.3.2 or
as otherwise modified from time to time pursuant to the terms hereof.

         "Term Loan Maturity Date" means the earlier of (i) September 30, 2006,
and (ii) that date upon which the Required Lenders accelerate payment of the
Term Loan in accordance with Section 8.1 of this Agreement.

         "Term Notes" is defined in Section 2.13.

         "Total Credit Exposure" means, as to any Lender at any time, the sum of
(i) its Outstanding Credit Exposure, (ii) the aggregate outstanding principal
amount of its Advances of the Term Loan at such time, and (iii) an amount equal
to its Pro Rata Share of LC Obligations in respect of Credit Enhancement Letters
of Credit at such time.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance and with respect to any Loan, its nature as
a Floating Rate Loan or a Eurodollar Loan.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

                                      -17-
<PAGE>
         "Unused Revolving Loan Commitment" means, on any day, the positive
difference, if any, which results from subtracting from the Maximum Availability
on such day the outstanding principal balance on such day of Advances of the
Revolving Loan.

         "1992 Huntingburg Mortgage" means a Mortgage, Security Agreement,
Assignment of Rents and Fixture Filing dated December 4, 1992, and recorded on
December 7, 1992, as Document No. 168207 in Mortgage Book 281, Page 97, as
amended by a First Amendment to Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing effective as of November 12, 1993, and recorded on
November 12, 1993, as Document No. 174844, in Mortgage Book 304, Page 390, by a
Second Amendment to Mortgage, Security Agreement, Assignment of Rents and
Fixture Filling dated June 9, 1994, and recorded on June 13, 1994, as Document
No. 178773 in Mortgage book 318, Page 25, by a Third Amendment to Mortgage,
Security Agreement, Assignment of Rents and Fixture Filing, dated as of October
11, 1994, recorded on October 28, 1994, as Document No. 181216, in Mortgage Book
325, Page 158, by a Fourth Amendment to Mortgage, Security Agreement, Assignment
of Rents and Fixture Filing, dated as October 2, 1997, recorded on October 29,
1997, as Instrument No. 202983, in Mortgage Record 400, Page 150, by a Fifth
Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture
Filing, dated as of August 27, 1998, recorded on April 19, 1999, as Instrument
No. 217033, in Mortgage Record 459, Page 224, and by a Sixth Amendment to
Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated as
of October 23, 2001, recorded on November 8, 2001, as Document No. 239916, with
all recording occurring in the Office of the Recorder of Dubois County, Indiana,
as the same has been or hereafter may be amended, modified, supplemented and/or
restated from time to time and at any time.

         "1993 Bond Documents" means the 1993 Bonds, the 1993 Trust Indenture,
the 1993 Loan Agreement and any other documents or agreement executed by the
Borrower as an incident to the issuance of the 1993 Bonds (other than the Loan
Documents), as the same have been and hereafter may be amended, modified,
supplemented and/or restated from time to time and at any time.

         "1993 Bonds" means the $3,420,000 in original principal amount of City
of Huntingburg, Indiana, Adjustable Rate Economic Development Revenue Bonds,
(DMI Furniture, Inc. Project) Series 1993 issued by the City pursuant to the
1993 Trust Indenture, as the same have been and hereafter may be amended,
modified, supplemented and/or restated from time to time and at any time.

         "1993 Direct-Pay Letter of Credit" is defined in Section 2.21.

         "1993 Huntingburg Mortgage-Warehouse" means a Mortgage, Security
Agreement, Assignment of Rents and Fixture Filing dated November 10, 1993, and
recorded on November 12, 1993, as Document No. 17845, in Mortgage book 304, Page
393, as amended by a First Amendment to Mortgage, Security Agreement, Assignment
of Rents and Fixture Filing dated June 9, 1994, and recorded on June 14, 1994,
as Document No. 178806, in Mortgage Book 318, Page 108, by a Second Amendment to
Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated as
of October 10, 1994, recorded on October 28, 1994, as Document No. 181214 in
Mortgage Book 325, Page 152, by a Third Amendment to Mortgage, Security
Agreement, Assignment of Rents and Fixture Filing, dated as of October 2, 1997,
recorded on October 28, 1997, as Instrument No. 202981, in Mortgage Record 400,
Page 142, by a Fourth Amendment to Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing, dated as of August 27, 1998, recorded on April 19,
1999, as Instrument No. 217035, in Mortgage Record 459, Page 232, and by a Fifth
Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture

                                      -18-
<PAGE>
Filing, dated as of October 23, 2001, recorded on October 30, 2001, as Document
No. RD239558, with all recording occurring in the Office of the Recorder of
Dubois County, Indiana, as the same has been and hereafter may be amended,
modified, supplemented and/or restated from time to time and at any time.

         "1993 Huntingburg Mortgage-Mfg." means a Mortgage, Security Agreement,
Assignment of Rents and Fixture Filing dated December 15, 1993, and recorded on
December 16, 1993, as Document No. 175583 in Mortgage Book 307, Page 154, as
amended by a First Amendment to Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing dated June 9, 1994, and recorded on June 14, 1994, as
Document No. 178807, in Mortgage book 318, Page 111, by a Second Amendment to
Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated as
of October 11, 1994, recorded on October 28, 1994, as Document No. 181215, in
Mortgage Book 325, Page 155, by a Third Amendment to Mortgage, Security
Agreement, Assignment of Rents and Fixture Filing, dated as of October 3, 1997,
recorded on October 28, 1997, as Instrument No. 202982, in Mortgage Record 400,
Page 146, by a Fourth Amendment to Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing, dated as of August 27, 1998, recorded on April 19,
1999, as Instrument No. 217034, in Mortgage Record 459, Page 228, and by a Fifth
Amendment to Mortgage, Security Agreement, Assignment of Rents and Fixture
Filing, dated as of October 23, 2001, recorded October 30, 2001, as Document No.
RD239557, with all recording occurring in the Office of the Recorder of Dubois
County, Indiana, as the same has been and hereafter may be amended, modified,
supplemented and/or restated from time to time and at any time.

         "1993 Loan Agreement" means the Loan Agreement dated as of October 1,
1993, between the Borrower and the City as an incident to the issuance of the
1993 Bonds, as the same has been and hereafter may be amended, modified,
supplemented and/or restated from time to time and at any time.

         "1993 Maturity Date" means October 1, 2003.

         "1993 Maximum Available Credit" meant initially the sum of
$3,462,750.00, and thereafter shall mean the maximum amount available to be
drawn by the 1993 Trustee under the 1993 Direct-Pay Letter of Credit for payment
of principal and interest due on the 1993 Bonds, whether such payments become
due as scheduled, upon mandatory or optional redemption of the 1993 Bonds, or on
account of acceleration of the 1993 Bonds following the occurrence of an "Event
of Default" as defined in the 1993 Trust Indenture.

         "1993 Trust Indenture" means the Trust Indenture entered into by the
City and the 1993 Trustee dated as of October 1, 1993 pursuant to which the City
issued the 1993 Bonds, as the same has been and hereafter may be amended,
modified, supplemented and/or restated from time to time and at any time.

         "1993 Trustee" means PNC Bank, Indiana, Inc., in its capacity as
Trustee under the 1993 Trust Indenture, or any successor Trustee under the 1993
Trust Indenture.

         "1994 Maturity Date" means June 1, 2004.

         "1994 Refunding Bond Documents" means the 1994 Refunding Bonds, the
1994 Refunding Trust Indenture, the 1994 Refunding Loan Agreement and any other
document or agreement executed by the Borrower as an incident to the issuance of
the 1994 Refunding Bonds (other than the Loan Documents), as the same have been
and hereafter may be amended, modified, supplemented and/or restated from time
to time and at any time.

                                      -19-
<PAGE>
         "1994 Refunding Bonds" means the $2,940,000 in original principal
amount of City of Huntingburg, Indiana, Adjustable Rate Economic Development
Revenue Refunding Bonds, (DMI Furniture, Inc. Project) Series 1994, issued by
the City pursuant to the 1994 Refunding Trust Indenture, as the same have been
and hereafter may be amended, modified, supplemented and/or restated from time
to time and at any time.

         "1994 Refunding Direct-Pay Letter of Credit" is defined in Section
2.22.

         "1994 Refunding Loan Agreement" means the Loan Agreement dated as of
June 1, 1994, between the Borrower and the City as an incident to the issuance
of the 1994 Refunding Bonds, as the same has been and hereafter may be amended,
modified, supplemented and/or restated from time to time and at any time.

         "1994 Refunding Maximum Available Credit" means initially the sum of
$2,976,750, and thereafter shall mean the maximum amount available to be drawn
by the 1994 Refunding Trustee under the 1994 Refunding Direct-Pay Letter of
Credit for principal and interest due on account of the 1994 Refunding Bonds
upon (i) mandatory or optional redemption of the 1994 Refunding Bonds, or (ii)
on account of acceleration of the 1994 Refunding Bonds following the occurrence
of an "Event of Default" as defined in the 1994 Refunding Trust Indenture.

         "1994 Refunding Trust Indenture" means the Trust Indenture entered into
between the City and the 1994 Refunding Trustee dated as of June 1, 1994,
pursuant to which the City is issuing the 1994 Refunding Bonds, as the same has
been and hereafter may be amended, modified, supplemented and/or restated from
time to time and at any time.

         "1994 Refunding Trustee" means PNC Bank, Indiana, Inc., in its capacity
as Trustee under the 1994 Refunding Trust Indenture, or any successor Trustee
under the 1994 Refunding Trust Indenture.

         "1997 Project Mortgage" means the Mortgage, Security Agreement and
Assignment of Leases and Rents dated as of October 23, 2001, recorded on October
30, 2001 as Document No. RD239559, in the Office of the Recorder of Dubois
County, Indiana, as the same may be amended, modified, supplemented and/or
restated from time to time and at any time.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDITS

         2.1.     Commitments, Term Loan Commitments, and Participations. From
and including the date of this Agreement, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to (i) make Loans to the
Borrower, (ii) participate in Facility LCs issued upon the request of the
Borrower and (iii) participate in the Credit Enhancement Letters of Credit,
provided that, (x) after giving effect to the making of each such Advance of the
Revolving Loan and the issuance of each such

                                      -20-
<PAGE>
Facility LC, such Lender's Outstanding Credit Exposure shall not exceed its
Commitment, and (y) after giving effect to the making of each Advance of the
Term Loan, the aggregate principal amount of its Advances of the Term Loan
outstanding shall not exceed its Term Loan Commitment. The Lender will make
Loans on the terms and conditions set forth in Sections 2.2. The LC Issuer will
issue Facility LCs and the Lenders will participate in Facility LCs on the terms
and conditions set forth in Section 2.19. The Enhancement Issuer will maintain
the Credit Enhancement Letters of Credit previously issued by the Enhancement
Issuer for the account of the Borrower and the Lenders will participate in the
Credit Enhancement Letters of Credit on the terms and conditions set forth in
Sections 2.21, 2.22 and 2.23.

         2.2.     Revolving Loan Facility and Term Loan Facility.

         (i)      The Revolving Loan. The Lenders agree to make Advances to the
Borrower on a revolving basis (collectively, the "Revolving Loan") from time to
time from and after the Closing Date until the Revolving Loan Maturity Date, in
an amount not exceeding in the aggregate at any time outstanding the Maximum
Availability, provided that all of the conditions of lending stated in Sections
4.1 and 4.2 applicable to the Revolving Loan have been fulfilled at the time of
each such Advance. Proceeds of the Revolving Loan from and after the Closing
Date may be used by the Borrower only to fund working capital requirements. So
long as no Default or Unmatured Default shall have occurred and be continuing
and until the Revolving Loan Maturity Date, the Borrower may borrow, repay
(subject to the requirements of Section 2.7(iii) of this Agreement) under the
Revolving Loan on any Business Day, provided that the Borrower shall not be
entitled to receive and the Lenders shall not be obligated to make any Advance
under the Revolving Loan: (i) if the making of such Advance would cause or
result in a Default or an Unmatured Default; or (ii) if after making such
Advance the principal balance of the Revolving Loan would exceed the Maximum
Availability.

         The Revolving Loan under this Agreement is a continuation, on amended
terms, of the "Revolving Loan" extended to the Borrower by Bank One under the
Original Agreement and the Borrower affirms, acknowledges and agrees that (a)
the principal balance thereof as of the Closing Date is $16,207,762.00, and
that, accordingly, the initial unpaid principal balance of the Revolving Loan on
the Closing Date is also such amount, (b) all outstanding advances thereof shall
constitute Advances of the Revolving Loan under this Agreement, and (c) all
interest which is accrued and unpaid thereon shall be due and payable on the
Closing Date.

         (ii)     The Term Loan. Each Lender agrees, subject to the terms and
conditions of this Agreement, to make a term loan to the Borrower to be advanced
and re-advanced as hereinafter provided, in principal amounts not exceeding in
the aggregate at any time for all Lenders the sum of Four Million Twenty
Thousand Dollars ($4,020,000.00) for the term period beginning on the Closing
Date and ending on the Term Loan Maturity Date (collectively, the "Term Loan").
On the Closing Date, initial Advances of the Term Loan will be made for the
purpose of paying off the unpaid balance of the "Term Loan" extended to the
Borrower by Bank One under the Original Agreement, and the Borrower affirms,
acknowledges and agrees that the unpaid principal balance of such term loan, as
of the Closing Date, is $1,239,833.40, which shall be the aggregate amount of
the initial Advances of the Term Loan.

         In addition to the initial Advances of the Term Loan on the Closing
Date, each Lender agrees, subject to the terms and conditions of this Agreement,
to make not more than two (2) Advances to the Borrower under the Term Loan, in a
principal amount not to exceed in the aggregate for all Lenders the sum of
$4,250,000.00 to be used in their entirety by the Borrower as follows: (A) to
pay an amount not to exceed $2,230,000.00 to fund the portion of the Borrower's
deposit to the Designated Account required

                                      -21-
<PAGE>
under Section 2.21.1 which is equal to the outstanding principal amount of the
1993 Bonds due on the 1993 Maturity Date; and (B) to pay an amount not to exceed
$2,020,000.00 to fund the portion of the Borrower's deposit to the Designated
Account required under Section 2.22.1 which is equal to the outstanding
principal amount of the 1994 Refunding Bonds due on the 1994 Maturity Date. So
long as no Default or Unmatured Default shall have occurred and be continuing,
the Borrower may request such additional Advances of the Term Loan not earlier
than three (3) Business Days prior to the date the deposit to the relevant
Designated Account related to the 1993 Maturity Date or the 1994 Maturity Date,
as applicable, is required to be made, provided that the Borrower shall not be
entitled to receive and the Lenders shall not be obligated to make any such
additional Advance of the Term Loan: (1) if the making of such Advance would
cause or result in a Default or an Unmatured Default; or (2) if after making
such Advance the principal balance of the Term Loan would exceed $4,020,000.00.

         2.3.     Ratable Loans. Each Advance hereunder shall consist of Loans
made by the several Lenders ratably according to their Pro Rata Shares.

         2.4.     Types of Advances. The Advances may be Floating Rate Advances
or Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and 2.9.

         2.5.     Commitment Fee; Reductions in Aggregate Commitment. The
Borrower agrees to pay to the Agent, for the account of each Lender according to
its Pro Rata Share, a commitment fee at a per annum rate equal to the Applicable
Fee Rate on the average daily Unused Revolving Loan Commitment from the date
hereof to and including the Facility Termination Date, payable quarterly and on
the Facility Termination Date. The commitment fees for each fiscal quarter shall
be due and payable within ten (10) days following the Agent's submission,
following the close of such quarter, of a statement of the amount due. The
Borrower may permanently reduce the Aggregate Commitment in whole, or in part
ratably among the Lenders in integral multiples of $1,000,000.00, upon at least
five Business Days' written notice to the Agent, which notice shall specify the
amount of any such reduction, provided, however, that the amount of the
Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit
Exposure. All accrued commitment fees shall be payable on the effective date of
any termination of the Commitments of all Lenders.

         2.6.     Minimum Amount of Each Advance. Each Eurodollar Advance shall
be in the minimum amount of $1,000,000.00, and each Floating Rate Advance shall
be in the minimum amount of $50,000.00, provided, however, that any Floating
Rate Advance may be in the amount of the Unused Revolving Loan Commitment.

         2.7.     Principal Payments.

         (i)      The principal of the Revolving Loan shall be due and payable
in full on the Revolving Loan Termination Date.

         (ii)     If at any time a determination thereof is to be made, the
principal balance of the Revolving Loan outstanding at such time exceeds the
Maximum Availability, the Borrower shall immediately repay the Revolving Notes
in an aggregate principal amount equal to such excess. If at any time a
determination thereof is to be made, the principal balance of the Term Loan
outstanding at such time exceeds $4,020,000, the Borrower shall immediately
repay the Term Notes in an aggregate principal amount equal to such excess.

                                      -22-
<PAGE>
         (iii)    The principal of the Term Loan shall be payable in equal
monthly installments, each in the amount of $77,500, due and payable on the last
Business Day of November, 2002, and on the last Business Day of each successive
calendar month thereafter until (unless the Term Loan shall have been earlier
paid in full) the Term Loan Maturity Date, at which time the entire principal
balance of the Term Loan and all unpaid, accrued interest thereon, shall be due
and payable in full without demand. Subject to Section 2.7(iv) and Section 3.4,
the principal of the Term Loan may be prepaid at any time in whole or in part,
provided that all partial prepayments shall be applied to the latest maturing
installments of principal payable under the Term Loan in inverse order of
maturity.

         (iv)     The Borrower may from time to time pay, without penalty or
premium, all outstanding Floating Rate Advances, or, in a minimum aggregate
amount of $100,000.00 or any integral multiple of $25,000.00 in excess thereof,
any portion of the outstanding Floating Rate Advances upon two Business Days'
prior notice to the Agent. The Borrower may from time to time pay, subject to
the payment of any funding indemnification amounts required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $1,000,000.00 or any integral multiple of
$100,000.00 in excess thereof, any portion of the outstanding Eurodollar
Advances upon three Business Days' prior notice to the Agent.

         2.8.     Method of Selecting Types and Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than 12:00 noon (Indianapolis time) on the Borrowing Date of each Floating
Rate Advance and three Business Days before the Borrowing Date for each
Eurodollar Advance, specifying:

         (i)      the Borrowing Date, which shall be a Business Day, of such
                  Advance,

         (ii)     the aggregate amount of such Advance,

         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

Not later than 2:00 p.m. (Indianapolis time) on each Borrowing Date, each Lender
shall make available its Loan or Loans in funds immediately available in
Indianapolis to the Agent at its address specified pursuant to Article XIII. The
Agent will make the funds so received from the Lenders available to the Borrower
at the Agent's aforesaid address.

         2.9.     Conversion and Continuation of Outstanding Advances. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.9 or are repaid in accordance with Section 2.7. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance shall
be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest
Period. Subject to the terms of Section 2.6, the Borrower may elect from time to
time to convert all or any part of a Floating Rate Advance into a Eurodollar
Advance. The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each

                                      -23-
<PAGE>
conversion of a Floating Rate Advance into a Eurodollar Advance or continuation
of a Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three
Business Days prior to the date of the requested conversion or continuation,
specifying:

         (i)      the requested date, which shall be a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate amount and Type of the Advance which is to be
                  converted or continued, and

         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

         2.10.    Changes in Interest Rate, etc. Each Floating Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is automatically converted
from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9,
to but excluding the date it is paid or is converted into a Eurodollar Advance
pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate
for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined by the Agent as applicable
to such Eurodollar Advance based upon the Borrower's selections under Sections
2.8 and 2.9 and otherwise in accordance with the terms hereof. No Interest
Period selected with respect to an Advance of the Revolving Loan may end after
the Facility Termination Date, and no Interest Period selected with respect to
an Advance of the Term Loan may end after September 30, 2006.

         2.11.    Rates Applicable After Default. Notwithstanding anything to
the contrary contained in Section 2.8, 2.9 or 2.10, during the continuance of a
Default or Unmatured Default the Required Lenders may, at their option, by
notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued as a Eurodollar Advance.
During the continuance of a Default the Required Lenders may, at their option,
by notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that (i)
each Eurodollar Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 2%
per annum, (ii) each Floating Rate Advance shall bear interest at a rate per
annum equal to the Floating Rate in effect from time to time plus 2% per annum
and (iii) the LC Fee shall be increased by 2% per annum, provided that, during
the continuance of a Default under Section 7.6 or 7.7, the interest rates set
forth in clauses (i) and (ii) above and the increase in the LC Fee set forth in
clause (iii) above shall be applicable to all Credit Extensions without any
election or action on the part of the Agent or any Lender.

         2.12.    Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (local time) on the date when due
and shall (except in the case of Reimbursement Obligations for which the LC
Issuer or the Enhancement Issuer, as applicable, has not been fully indemnified
by the Lenders, or as otherwise specifically required hereunder) be applied

                                      -24-
<PAGE>
ratably by the Agent among the Lenders. Each payment delivered to the Agent for
the account of any Lender shall be delivered promptly by the Agent to such
Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Borrower maintained with Bank One for each payment of
principal, interest, Reimbursement Obligations and fees as it becomes due
hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed
to refer, and shall apply equally, (i) to the LC Issuer, in the case of payments
required to be made by the Borrower to the LC Issuer pursuant to Section 2.19.6
and (ii) to the Enhancement Issuer, in the case of payments required to be made
by the Borrower to the Enhancement Issuer pursuant to Section 2.21 and Section
2.22.

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

         (ii)     The Agent shall also maintain accounts in which it will record
(a) the amount of each Advance made hereunder, the Type thereof and the Interest
Period with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder,
(c) the original stated amount of each Facility LC and the amount of LC
Obligations outstanding at any time, and (d) the amount of any sum received by
the Agent hereunder from the Borrower and each Lender's share thereof.

         (iii)    The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

         (iv)     The obligation of the Borrower to repay the Revolving Loan
shall be evidenced by promissory notes executed by Borrower to each of the
Lenders in substantially the form and substance of Exhibit E attached hereto (as
the same may be amended, modified, supplemented, and/or restated from time to
time and at any time, the "Revolving Notes").

         (v)      The obligation of the Borrower to repay the Term Loan shall be
evidenced by promissory notes executed by the Borrower to each of the Lenders in
the form of Exhibit F attached hereto (as the same may be amended, modified,
extended, renewed, supplemented, replaced and/or restated from time to time and
at any time, the "Term Notes").

         2.14.    Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

                                      -25-
<PAGE>
         2.15.    Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each Floating Rate Advance shall be payable on each Payment Date,
commencing with the first such date to occur after the date hereof and at
maturity. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period. Interest, commitment fees, LC Fees and
commissions payable to the Enhancement Issuer under Section 2.21 and 2.22 shall
be calculated for actual days elapsed on the basis of a 360-day year. Interest
shall be payable for the day an Advance is made but not for the day of any
payment on the amount paid if payment is received prior to noon (local time) at
the place of payment. If any payment of principal of or interest on an Advance
or under any of the Notes shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and, in the case
of a principal payment, such extension of time shall be included in computing
interest in connection with such payment.

         2.16.    Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. Promptly after notice from the LC Issuer, the Agent will notify
each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Agent will notify each Lender of the interest rate applicable to
each Eurodollar Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.17.    Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations, the LC Issuer may book the Facility LCs,
and the Enhancement Issuer may book the Credit Enhancement Letters of Credit at
any Lending Installation selected by such Lender or the LC Issuer or Enhancement
Issuer, as the case may be, and may change its Lending Installation from time to
time. All terms of this Agreement shall apply to any such Lending Installation
and the Loans, Facility LCs, Credit Enhancement Letters of Credit,
participations in LC Obligations and any Notes issued hereunder shall be deemed
held by each Lender, the LC Issuer, or Enhancement Issuer as the case may be,
for the benefit of any such Lending Installation. Each Lender, the LC Issuer,
and the Enhancement Issuer may, by written notice to the Agent and the Borrower
in accordance with Article XIII, designate replacement or additional Lending
Installations through which Loans will be made by it or Facility LCs will be
issued by it or by which its participation in LC Obligations will be held, and
for whose account Loan payments or payments with respect to Reimbursement
Obligations are to be made.

         2.18.    Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or funding of its participation in Facility LCs or its
Participation or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a

                                      -26-
<PAGE>
Lender, the Federal Funds Effective Rate for such day for the first three days
and, thereafter, the interest rate applicable to the relevant Loan or (y) in the
case of payment by the Borrower, the interest rate applicable to the relevant
Loan.

         2.19.    Facility LCs.

                  2.19.1.  Issuance. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue standby and
         commercial letters of credit (each, a "Facility LC") and to renew,
         extend, increase, decrease or otherwise modify each Facility LC
         ("Modify," and each such action a "Modification"), from time to time
         from and including the date of this Agreement and prior to the Facility
         Termination Date upon the request of the Borrower; provided that
         immediately after each such Facility LC is issued or Modified, (i) the
         aggregate amount of the outstanding LC Obligations shall not exceed the
         lesser of (a) $3,000,000.00 and (b) the Borrowing Base, minus the
         aggregate principal amount of all outstanding Advances of the Revolving
         Loan; and (ii) the Aggregate Outstanding Credit Exposure shall not
         exceed the Aggregate Commitment. No Facility LC shall have an expiry
         date later than the earlier of (x) the fifth Business Day prior to the
         Facility Termination Date and (y) one year after its issuance or
         Modification.

                  2.19.2.  Participations. Upon the issuance or Modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.19,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably purchased from the LC
         Issuer, a participation in such Facility LC (and each Modification
         thereof) and the related LC Obligations in proportion to its Pro Rata
         Share.

                  2.19.3.  Notice. Subject to Section 2.19.1, the Borrower shall
         give the LC Issuer notice prior to 10:00 a.m. (Indianapolis time) at
         least five Business Days prior to the proposed date of issuance or
         Modification of each Facility LC, specifying the beneficiary, the
         proposed date of issuance (or Modification) and the expiry date of such
         Facility LC, and describing the proposed terms of such Facility LC and
         the nature of the transactions proposed to be supported thereby. Upon
         receipt of such notice, the LC Issuer shall promptly notify the Agent,
         and the Agent shall promptly notify each Lender, of the contents
         thereof and of the amount of such Lender's participation in such
         proposed Facility LC. The issuance or Modification by the LC Issuer of
         any Facility LC shall, in addition to the conditions precedent set
         forth in Article IV (the satisfaction of which the LC Issuer shall have
         no duty to ascertain), be subject to the conditions precedent that such
         Facility LC shall be satisfactory to the LC Issuer and that the
         Borrower shall have executed and delivered such application agreement
         and/or such other instruments and agreements relating to such Facility
         LC as the LC Issuer shall have reasonably requested (each, a "Facility
         LC Application"). In the event of any conflict between the terms of
         this Agreement and the terms of any Facility LC Application, the terms
         of this Agreement shall control.

                  2.19.4.  LC Fees. The Borrower shall pay to the Agent, for the
         account of the Lenders ratably in accordance with their respective Pro
         Rata Shares, (i) with respect to each standby Facility LC, a letter of
         credit fee at a per annum rate equal to the Applicable LC Fee on the
         average daily undrawn stated amount under such standby Facility LC,
         such fee to be payable in arrears on each Payment Date, and (ii) with
         respect to each commercial Facility LC, a one-time letter of credit fee
         in an amount equal to 1.0% per annum of the initial stated amount (or,
         with

                                      -27-
<PAGE>
         respect to a Modification of any such commercial Facility LC which
         increases the stated amount thereof, such increase in the stated
         amount) for the period from the date of issuance until its expiration
         date (or in the case of an extension of the expiration date, from the
         existing expiration date to the new expiration date), such fee to be
         payable on the date of such issuance, increase or extension (each such
         fee described in this sentence an "LC Fee"). The Borrower shall also
         pay to the LC Issuer for its own account (x) at the time of issuance of
         each Facility LC, a fronting fee in an amount equal to .125% of the
         stated amount of such Facility LC, and (y) documentary and processing
         charges in connection with the issuance or Modification of and draws
         under Facility LCs in accordance with the LC Issuer's standard schedule
         for such charges as in effect from time to time.

                  2.19.5.  Administration; Reimbursement by Lenders. Upon
         receipt from the beneficiary of any Facility LC of any demand for
         payment under such Facility LC, the LC Issuer shall notify the Agent
         and the Agent shall promptly notify the Borrower and each other Lender
         as to the amount to be paid by the LC Issuer as a result of such demand
         and the proposed payment date (the "LC Payment Date"). The
         responsibility of the LC Issuer to the Borrower and each Lender shall
         be only to determine that the documents (including each demand for
         payment) delivered under each Facility LC in connection with such
         presentment shall be in conformity in all material respects with such
         Facility LC. The LC Issuer shall endeavor to exercise the same care in
         the issuance and administration of the Facility LCs as it does with
         respect to letters of credit in which no participations are granted, it
         being understood that in the absence of any gross negligence or willful
         misconduct by the LC Issuer, each Lender shall be unconditionally and
         irrevocably liable without regard to the occurrence of any Default or
         any condition precedent whatsoever, to reimburse the LC Issuer on
         demand for (i) such Lender's Pro Rata Share of the amount of each
         payment made by the LC Issuer under each Facility LC to the extent such
         amount is not reimbursed by the Borrower pursuant to Section 2.19.6
         below, plus (ii) interest on the foregoing amount to be reimbursed by
         such Lender, for each day from the date of the LC Issuer's demand for
         such reimbursement (or, if such demand is made after 11:00 a.m.
         (Indianapolis time) on such date, from the next succeeding Business
         Day) to the date on which such Lender pays the amount to be reimbursed
         by it, at a rate of interest per annum equal to the Federal Funds
         Effective Rate for the first three days and, thereafter, at a rate of
         interest equal to the rate applicable to Floating Rate Advances.

                  2.19.6.  Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither the Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by the Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) the LC
         Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. All such amounts paid by the LC Issuer
         and remaining unpaid by the Borrower shall bear interest, payable on
         demand, for each day until paid at a rate per annum equal to (x) the
         rate applicable to Floating Rate Advances for such day if such day
         falls on or before the applicable LC Payment Date and (y) the sum of 2%
         plus the rate applicable to Floating Rate Advances for such day if such
         day falls after such LC Payment Date. The LC Issuer will pay to each
         Lender

                                      -28-
<PAGE>
         ratably in accordance with its Pro Rata Share all amounts received by
         it from the Borrower for application in payment, in whole or in part,
         of the Reimbursement Obligations in respect of any Facility LC issued
         by the LC Issuer, but only to the extent such Lender has made payment
         to the LC Issuer in respect of such Facility LC pursuant to Section
         2.19.5. Subject to the terms and conditions of this Agreement
         (including without limitation the submission of a Borrowing Notice in
         compliance with Section 2.8 and the satisfaction of the applicable
         conditions precedent set forth in Article IV), the Borrower may request
         an Advance hereunder for the purpose of satisfying any Reimbursement
         Obligation.

                  2.19.7.  Obligations Absolute. The Borrower's obligations
         under this Section 2.19 shall be absolute and unconditional under any
         and all circumstances and irrespective of any setoff, counterclaim or
         defense to payment which the Borrower may have or have had against the
         LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
         further agrees with the LC Issuer and the Lenders that the LC Issuer
         and the Lenders shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among the Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of the Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. The Borrower agrees that any action taken or omitted by the LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrower and shall not
         put the LC Issuer or any Lender under any liability to the Borrower.
         Nothing in this Section 2.19.7 is intended to limit the right of the
         Borrower to make a claim against the LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.19.6.

                  2.19.8.  Actions of LC Issuer. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper Person or
         Persons, and upon advice and statements of legal counsel, independent
         accountants and other experts selected by the LC Issuer. The LC Issuer
         shall be fully justified in failing or refusing to take any action
         under this Agreement unless it shall first have received such advice or
         concurrence of the Required Lenders as it reasonably deems appropriate
         or it shall first be indemnified to its reasonable satisfaction by the
         Lenders against any and all liability and expense which may be incurred
         by it by reason of taking or continuing to take any such action.
         Notwithstanding any other provision of this Section 2.19, the LC Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Required Lenders, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon the Lenders and any future
         holders of a participation in any Facility LC.

                  2.19.9.  Indemnification. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the Agent,
         and their respective directors, officers, agents and

                                      -29-
<PAGE>
         employees from and against any and all claims and damages, losses,
         liabilities, costs or expenses which such Lender, the LC Issuer or the
         Agent may incur (or which may be claimed against such Lender, the LC
         Issuer or the Agent by any Person whatsoever) by reason of or in
         connection with the issuance, execution and delivery or transfer of or
         payment or failure to pay under any Facility LC or any actual or
         proposed use of any Facility LC, including, without limitation, any
         claims, damages, losses, liabilities, costs or expenses which the LC
         Issuer may incur by reason of or in connection with (i) the failure of
         any other Lender to fulfill or comply with its obligations to the LC
         Issuer hereunder (but nothing herein contained shall affect any rights
         the Borrower may have against any defaulting Lender) or (ii) by reason
         of or on account of the LC Issuer issuing any Facility LC which
         specifies that the term "beneficiary" included therein includes any
         successor by operation of law of the named beneficiary, but which
         Facility LC does not require that any drawing by any such successor
         beneficiary be accompanied by a copy of a legal document, satisfactory
         to the LC Issuer, evidencing the appointment of such successor
         beneficiary; provided that the Borrower shall not be required to
         indemnify any Lender, the LC Issuer or the Agent for any claims,
         damages, losses, liabilities, costs or expenses to the extent, but only
         to the extent, caused by (x) the willful misconduct or gross negligence
         of the LC Issuer in determining whether a request presented under any
         Facility LC complied with the terms of such Facility LC or (y) the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of
         such Facility LC. Nothing in this Section 2.19.9 is intended to limit
         the obligations of the Borrower under any other provision of this
         Agreement.

                  2.19.10. Lenders' Indemnification Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrower) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or incur in connection
         with this Section 2.19 or any action taken or omitted by such
         indemnitees hereunder.

                  2.19.11. Facility LC Collateral Account. The Borrower agrees
         that it will, upon the request of the Agent or the Required Lenders and
         until the final expiration date of any Facility LC and thereafter as
         long as any amount is payable to the LC Issuer or the Lenders in
         respect of any Facility LC, maintain a special collateral account
         pursuant to arrangements satisfactory to the Agent (the "Facility LC
         Collateral Account") at the Agent's office at the address specified
         pursuant to Article XIII, in the name of such Borrower but under the
         sole dominion and control of the Agent, for the benefit of the Lenders
         and in which such Borrower shall have no interest other than as set
         forth in Section 8.1. The Borrower hereby pledges, assigns and grants
         to the Agent, on behalf of and for the ratable benefit of the Lenders
         and the LC Issuer, a security interest in all of the Borrower's right,
         title and interest in and to all funds which may from time to time be
         on deposit in the Facility LC Collateral Account to secure the prompt
         and complete payment and performance of the Obligations. The Agent will
         invest any funds on deposit from time to time in the Facility LC
         Collateral Account in certificates of deposit of Bank One having a
         maturity not exceeding 30 days. Nothing in this Section 2.19.11 shall
         either obligate the Agent to require the Borrower to deposit any funds
         in the Facility LC Collateral Account or limit the right of the Agent
         to release any funds held in the Facility LC Collateral Account in each
         case other than as required by Section 8.1.

                                      -30-
<PAGE>
                  2.19.12. Rights as a Lender. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.

         2.20.    Extension of Facility Termination Date. The Borrower may
request a one-year extension of the Facility Termination Date by submitting a
request for an extension to the Agent (an "Extension Request") no more than 90
and no less than 30 days prior to the second anniversary of the closing of this
Agreement. Promptly upon receipt of an Extension Request, the Agent shall notify
each Lender thereof and shall request each Lender to approve the Extension
Request. Each Lender approving the Extension Request shall deliver its written
consent no later than 15 days prior to such second anniversary of the closing of
this Agreement. If the consent of each of the Lenders is received by the Agent,
the Facility Termination Date shall be extended by one year and the Agent shall
promptly notify the Borrower and each Lender of the new Facility Termination
Date.

         2.21.    The 1993 Direct-Pay Letter of Credit. The Enhancement Issuer
previously has issued its Letter of Credit No. ST04689 (as the same has been or
hereafter may be amended, modified, extended, supplemented and/or restated from
time to time and at any time, the "1993 Direct-Pay Letter of Credit") in the
original principal amount of $3,462,750.00 in favor of the 1993 Trustee. On the
Closing Date, the Enhancement Issuer shall issue an amendment to the 1993
Direct-Pay Letter of Credit extending the expiration date thereof to December
31, 2003. The 1993 Direct-Pay Letter of Credit secures payment of the 1993 Bonds
and is subject to the terms stated therein. The 1993 Direct-Pay Letter of Credit
is subject to the following terms and conditions and all other terms and
conditions of this Agreement concerning the Borrower's obligations with respect
to the 1993 Direct-Pay Letter of Credit:

                  2.21.1   Reimbursement. So long as the 1993 Direct-Pay Letter
         of Credit is outstanding, the Borrower will maintain a demand deposit
         account with the Agent (the "Designated Account") which the Borrower
         shall designate as the account through which the transactions described
         in this Section 2.21 will regularly be accomplished. On the Credit
         Enhancement Business Day of each calendar month which is two (2) Credit
         Enhancement Business Days prior to an Interest Payment Date for the
         1993 Bonds, the Borrower will deposit into the Designated Account such
         amount as may be necessary to cause the balance of the Designated
         Account to be not less than the sum of (i) the anticipated amount of
         interest that will be due on account of the 1993 Bonds at the next
         Interest Payment Date for the 1993 Bonds, plus (ii) the amount of the
         transaction fee provided for in Section 2.21.2 which will be due upon
         the Enhancement Issuer's payment of the related Drawing or Drawings
         under the 1993 Direct-Pay Letter of Credit, plus (iii) any balance
         required under other provisions of this Agreement. On the Credit
         Enhancement Business Day which is two (2) Credit Enhancement Business
         Days prior to the 1993 Maturity Date, the Borrower will deposit into
         the Designated Account such amount as may be necessary to cause the
         balance of the Designated Account to be not less than the sum of : (i)
         any amount required by this Section 2.21.2 to be deposited in
         connection with the payment of interest on the 1993 Bonds, plus (ii)
         the amount of outstanding principal of the 1993 Bonds that will be due
         on the 1993 Maturity Date, plus (iii) the amount of the transaction fee
         provided for in Section 2.21.2 which will be due upon the Enhancement
         Issuer's payment of the related Drawing or Drawings under the 1993
         Direct-Pay Letter of Credit, plus (iv) any balance required under other
         provisions of this Agreement. Only after honoring a Drawing, the
         Enhancement Issuer shall be entitled, without further authorization
         from the Borrower, (1) to direct the Agent to charge, whereupon the
         Agent shall charge the amount of such Drawing and the related
         transaction fee to the Designated Account and shall remit such amount
         to the Enhancement Issuer, and (2) to the extent that the

                                      -31-
<PAGE>
         balance of the Designated Account is insufficient to cover such Drawing
         and the related transaction fee, to charge the amount of such Drawing
         and the related transaction fee to any other deposit account maintained
         by the Borrower with the Enhancement Issuer. Should the Borrower's
         deposit balances with the Enhancement Issuer be insufficient to
         reimburse the Enhancement Issuer for any Drawing under the 1993
         Direct-Pay Letter of Credit, together with the related transaction fee,
         then the Borrower shall pay to the Enhancement Issuer immediately and
         unconditionally upon demand, an amount equal to the unreimbursed
         portion of such Drawing and the related transaction fee, together with
         interest on such amount at the Floating Rate, plus Two Percent (2%) per
         annum from the date of payment of such Drawing until the amount thereof
         is reimbursed to the Enhancement Issuer. In the case of any Remarketing
         Drawing, the Borrower shall unconditionally pay to the Enhancement
         Issuer on the ninetieth (90th) day following payment by the Enhancement
         Issuer of such Drawing, or if such ninetieth day is not a Business Day,
         then on the next following Business Day, any balance of the amount of
         such Drawing which shall not then have been reimbursed to the
         Enhancement Issuer by the payment of remarketing proceeds to the
         Enhancement Issuer or otherwise, together with interest on such
         portions of such Remarketing Drawing as shall not, from time to time,
         have been reimbursed to the Enhancement Issuer, accrued at the Floating
         Rate, plus One Percent (1%) per annum, and with interest thereafter
         accrued at the Floating Rate, plus Three Percent (3%) per annum. Upon
         being reimbursed in full with interest as provided in this Agreement
         for any Remarketing Drawing, the Enhancement Issuer shall deliver any
         Pledged Bonds that were purchased by the 1993 Trustee with the proceeds
         of such Remarketing Drawing, and which shall not have previously been
         delivered by the Enhancement Issuer upon sale by the Remarketing Agent,
         to the 1993 Trustee for cancellation pursuant to the terms of the 1993
         Trust Indenture. As used in this paragraph (and in Section 2.23, as the
         context requires), the term "remarketing proceeds" means proceeds from
         the resale of Pledged Bonds by the Remarketing Agent, which Pledged
         Bonds shall have been tendered or deemed tendered to the 1993 Trustee
         for repurchase pursuant to the terms of the 1993 Trust Indenture.

                  2.21.2   Commission and Transaction Fees. On each Commission
         Due Date, the Borrower shall pay to the Enhancement Issuer a commission
         for maintaining the 1993 Direct-Pay Letter of Credit, computed on the
         adjusted 1993 Maximum Available Credit at a rate per annum equal to the
         Applicable LC Fee in effect for each Commission Due Date, for the
         period beginning on the Commission Due Date and ending on the next
         following Commission Due Date. As used in the preceding sentence, the
         term "adjusted 1993 Maximum Available Credit" means the 1993 Maximum
         Available Credit as it is scheduled to increase and decrease during the
         period beginning on a Commission Due Date and ending on the following
         Commission Due Date by reason of anticipated draws for scheduled
         payments of principal and interest on the 1993 Bonds, and assuming the
         reinstatement of the availability of all Interest Drawings to the
         extent provided for in the 1993 Direct-Pay Letter of Credit, provided
         that for purposes of computing each annual commission, the amount of an
         Interest Drawing which is subject to automatic reinstatement will be
         considered to be reinstated as of the date of such Drawing. There shall
         be no reduction in the amount of commission due and payable on any
         Commission Due Date, nor shall any refund of commission be due the
         Borrower on account of full or partial prepayment of the 1993 Bonds or
         because of the cancellation of the Pledged Bonds purchased with the
         proceeds of a Remarketing Drawing during the year following the
         Commission Due Date as of which the amount of such commission is
         established or on account of the election of the Bank not to restore
         the availability of any Interest Drawing. The amount of commission due
         and payable as of any Commission Due Date shall not be reduced, nor
         shall any refund of the commission be due

                                      -32-
<PAGE>
         because of cancellation or termination of the 1993 Direct-Pay Letter of
         Credit for whatever reason, except that, so long as the Borrower's
         fiscal year ends on or about August 31, upon delivery to the Agent by
         the Borrower of the Borrower's annual audited Financial Statements for
         the Borrower's fiscal year ended prior to any Commission Due Date in
         any calendar year, the commission due on that Commission Due Date shall
         be recalculated on the basis of the Leverage Ratio as indicated by such
         audited Financial Statements. If the amount of the commission as so
         recalculated is greater or less than the amount of commission paid on
         such Commission Due Date, then the Enhancement Issuer will refund to
         the Borrower the excess of the amount of the commission paid on such
         Commission Due Date over the commission determined in accordance with
         such recalculation (and each Lender shall pay to the Agent, for the
         account of the Enhancement Issuer, its Pro Rata Share of the
         Enhancement Issuer's refund to the Borrower), or the Borrower will pay
         to the Enhancement Issuer the excess of the commission determined in
         accordance with such recalculation over the commission paid on such
         Commission Due Date, such refund or such payment of additional
         commission to be due within ten (10) days following delivery of such
         annual audited Financial Statements. A transaction fee shall be payable
         by the Borrower to the Enhancement Issuer (solely for its own account)
         for each Drawing under the 1993 Direct-Pay Letter of Credit in the
         amount of One-Eighth of One Percent (1/8%) of the amount of the Drawing
         or Sixty-Five Dollars ($65.00), whichever is greater. Transaction fees
         on account of Drawings shall be due on the day when the Drawing is paid
         by the Bank. On the Business Day preceding each Commission Due Date,
         the Borrower shall deposit into the Designated Account such amount as
         may be necessary to cause the balance of the Designated Account to be
         not less than the amount of commission due on such Commission Due Date,
         plus any other amounts required to be on deposit in the Designated
         Account on such date pursuant to other provisions of this Agreement.
         The Enhancement Issuer shall be entitled, without further authorization
         from the Borrower, to direct the Agent to charge the amount of the
         commission due on each Commission Due Date to the Designated Account,
         and if the balance of the Designated Account is insufficient to satisfy
         the entire amount then due to the Enhancement Issuer on account of the
         commission, the Enhancement Issuer may, without further authorization
         of the Borrower, charge such deficiency to any other deposit account of
         the Borrower maintained with the Enhancement Issuer. All commissions
         and fees payable under the terms of this Section 2.21(ii) shall be
         payable with interest at the Floating Rate, plus Two Percent (2%) per
         annum from the date due until paid. If the 1993 Direct-Pay Letter of
         Credit is transferred to a new beneficiary pursuant to the terms
         thereof, then the Borrower covenants and agrees to pay to the
         Enhancement Issuer (solely for its own account) promptly upon its
         demand a transfer fee in the amount then customarily assessed by the
         Enhancement Issuer for transfers of letters of credit of the same type
         and amount as the 1993 Direct-Pay Letter of Credit.

                  2.21.3   Remarketing Reimbursement Loan-1993 Bonds. At the
         option of the Borrower exercised by a written notice to the Enhancement
         Issuer given not less than ten (10) days prior to the expiration of a
         period of ninety (90) days following a Remarketing Drawing on the 1993
         Direct-Pay Letter of Credit (which expiration date is hereafter
         referred to in this subsection as the "reimbursement due date"), the
         Enhancement Issuer shall make a loan (a "Remarketing Reimbursement
         Loan-1993 Bonds") to the Borrower on the reimbursement due date,
         provided that the 1993 Direct-Pay Letter of Credit as it may have been
         extended from time to time shall not then have expired or been
         terminated, and provided further that no Default or Unmatured Default
         shall have occurred and is then continuing. Each Remarketing
         Reimbursement Loan-1993 Bonds shall be in an amount not in excess of
         the amount due to the Enhancement Issuer from the Borrower on the
         related reimbursement due date on account of the portion of the

                                      -33-
<PAGE>
         Remarketing Drawing representing the Principal Amount. The term
         "Principal Amount" is used in the preceding sentence as that term is
         defined in the 1993 Direct-Pay Letter of Credit. Proceeds of the
         Remarketing Reimbursement Loan-1993 Bonds shall be used solely to
         reimburse the Enhancement Issuer for all or a portion of the Principal
         Amount of the related Remarketing Drawing for the 1993 Bonds which have
         not been sold by the Remarketing Agent subsequent to the Remarketing
         Drawing. Each Remarketing Reimbursement Loan-1993 Bonds shall be
         represented by the promissory note of the Borrower (a "Remarketing
         Reimbursement Note-1993 Bonds"), delivered to the Enhancement Issuer
         contemporaneously with the making of the Remarketing Reimbursement
         Loan-1993 Bonds, with each such note substantially in the form of the
         Term Note, with the following exceptions:

         (a)      No Remarketing Reimbursement Loan-1993 Bonds will be made
                  after the earlier of the expiration or termination of the 1993
                  Direct-Pay Letter of Credit;

         (b)      The final maturity of such Remarketing Reimbursement Note-1993
                  Bonds shall be a date which is the earlier of (1) 288 days
                  after the date the Remarketing Reimbursement Loan-1993 Bonds
                  evidenced by such Note was made, or (2) the date that the 1993
                  Direct-Pay Letter of Credit (as it may have been extended from
                  time to time in the Required Lenders' sole discretion) expires
                  or is terminated;

         (c)      Each Remarketing Reimbursement Note-1993 Bonds shall bear
                  interest prior to maturity at a per annum rate equal to the
                  Floating Rate plus One Percent (1%) and after maturity at a
                  per annum rate equal to the Floating Rate plus Three Percent
                  (3%) per annum;

         (d)      All accrued interest on the outstanding principal balance of
                  the Remarketing Reimbursement Loan-1993 Bonds is due and
                  payable prior to maturity on each Payment Date, and after
                  maturity, all interest is due and payable as accrued and
                  without demand; and

         (e)      The principal of each Remarketing Reimbursement Note-1993
                  Bonds shall be payable prior to maturity on the same dates as
                  the scheduled principal payments under the 1993 Bonds
                  purchased with the related Remarketing Drawing would have
                  become due and payable, and the principal amount payable on
                  each such date shall be equal to the principal payments
                  scheduled to have been paid on the same date on the 1993 Bonds
                  redeemed with the related Remarketing Drawing.

         2.22     The 1994 Refunding Direct-Pay Letter of Credit. The
Enhancement Issuer previously has issued its Letter of Credit No. ST04846 (as
the same has been or hereafter may be amended, modified, extended, supplemented
and/or restated from time to time and at any time, the "1994 Refunding
Direct-Pay Letter of Credit") in the original principal amount of $2,976,750 in
favor of the 1994 Refunding Trustee for the account of the Borrower. On the
Closing Date, the Enhancement Issuer shall issue an amendment to the 1994
Refunding Direct-Pay Letter of Credit extending the expiration date thereof to
September 1, 2004. The 1994 Refunding Direct-Pay Letter of Credit secures
payment of the 1994 Refunding Bonds and is subject to the terms stated therein.
The 1994 Refunding Direct-Pay Letter of Credit is subject to the following terms
and conditions, and all other terms and conditions of this Agreement concerning
the Borrower's obligations with respect to the 1994 Refunding Direct-Pay Letter
of Credit:

                                      -34-
<PAGE>
                  2.22.1   Reimbursement. So long as the 1994 Refunding
         Direct-Pay Letter of Credit is outstanding, the Borrower will maintain
         the Designated Account through which the transactions described in this
         Section 2.22 will regularly be accomplished. On the Credit Enhancement
         Business Day of each calendar month which is two (2) Credit Enhancement
         Business Days prior to an Interest Payment Date for the 1994 Refunding
         Bonds, the Borrower will deposit into the Designated Account such
         amount as may be necessary to cause the balance of the Designated
         Account to be not less than the sum of (i) the anticipated amount of
         interest that will be due on account of the 1994 Refunding Bonds at the
         next Interest Payment Date for the 1994 Refunding Bonds, plus (ii) the
         amount of the transaction fee provided for in Section 2.22.2 which will
         be due upon the Enhancement Issuer's payment of the related Drawing or
         Drawings under the 1994 Refunding Direct-Pay Letter of Credit, plus
         (iv) any balance required under other provisions of this Agreement. On
         the Credit Enhancement Business Day which is two (2) Credit Enhancement
         Business Days prior to the 1994 Maturity Date, the Borrower will
         deposit into the Designated Account such amount as may be necessary to
         cause the balance of the Designated Account to be not less than the sum
         of: (a) any amount required by this Section 2.22.1 to be deposited in
         connection with the payment of interest on the 1994 Refunding Bonds,
         plus (b) the amount of outstanding principal of the 1994 Refunding
         Bonds that will be due on the 1994 Maturity Date, plus (c) the amount
         of the transaction fee provided for in Section 2.22.2 which will be due
         upon the Enhancement Issuer's payment of the related Drawing or
         Drawings under the 1994 Refunding Direct-Pay Letter of Credit, plus (d)
         any balance required under other provisions of this Agreement. Only
         after honoring a Drawing, the Enhancement Issuer shall be entitled,
         without further authorization from the Borrower, (1) to direct the
         Agent to charge, whereupon the Agent shall charge the amount of such
         Drawing and the related transaction fee to the Designated Account and
         shall remit such amount to the Enhancement Issuer, and (2) to the
         extent that the balance of the Designated Account is insufficient to
         cover such Drawing and the related transaction fee, to charge the
         amount of such Drawing and the related transaction fee to any other
         deposit account maintained by the Borrower with the Enhancement Issuer.
         Should the Borrower's deposit balances with the Enhancement Issuer be
         insufficient to reimburse the Enhancement Issuer for any Drawing under
         the 1994 Refunding Direct-Pay Letter of Credit, together with the
         related transaction fee, then the Borrower shall pay to the Enhancement
         Issuer immediately and unconditionally upon demand, an amount equal to
         the unreimbursed portion of such Drawing and the related transaction
         fee, together with interest on such amount at the Floating Rate, plus
         Two Percent (2%) per annum from the date of payment of such Drawing
         until the amount thereof is reimbursed to the Enhancement Issuer. In
         the case of any Remarketing Drawing, the Borrower shall unconditionally
         pay to the Enhancement Issuer on the ninetieth (90th) day following
         payment by the Enhancement Issuer of such Drawing, or if such ninetieth
         day is not a Business Day, then on the next following Business Day, any
         balance of the amount of such Drawing which shall not then have been
         reimbursed to the Enhancement Issuer by the payment of remarketing
         proceeds to the Enhancement Issuer or otherwise, together with interest
         on such portions of such Remarketing Drawing as shall not, From time to
         time, have been reimbursed to the Enhancement Issuer, accrued at the
         Floating Rate, plus One Percent (1%) per annum, and with interest
         thereafter accrued at the Floating Rate, plus Three Percent (3%) per
         annum. Upon being reimbursed in full with interest as provided in this
         Agreement for any Remarketing Drawing, the Enhancement Issuer shall
         deliver appropriate instructions, with respect to any Pledged Bonds
         that were purchased by the 1994 Refunding Trustee with the proceeds of
         such Remarketing Drawing, and which shall not have previously been
         delivered by the Enhancement Issuer upon sale by the Remarketing Agent,
         to the 1994 Refunding Trustee for cancellation pursuant to the terms of
         the 1994 Refunding Trust Indenture. As used in this

                                      -35-
<PAGE>
         paragraph, the term "remarketing proceeds" means proceeds from the
         resale of Pledged Bonds by the Remarketing Agent, which Pledged Bonds
         shall have been tendered or deemed tendered to the 1994 Refunding
         Trustee for repurchase pursuant to the terms of the 1994 Refunding
         Trust Indenture.

                  2.22.2   Commission and Transaction Fees. On each Commission
         Due Date, the Borrower shall pay to the Enhancement Issuer a commission
         for maintaining the 1994 Direct-Pay Letter of Credit, computed on the
         adjusted 1994 Refunding Maximum Available Credit at a rate per annum
         equal to the Applicable LC Fee in effect for each Commission Due Date,
         for the period beginning on the Commission Due Date and ending on the
         next following Commission Due Date. As used in the preceding sentence,
         the term "adjusted 1994 Refunding Maximum Available Credit" means the
         1994 Refunding Maximum Available Credit as it is scheduled to increase
         and decrease during the period beginning on a Commission Due Date and
         ending on the following Commission Due Date by reason of anticipated
         draws for scheduled payments of principal and interest on the 1994
         Refunding Bonds, and assuming the reinstatement of the availability of
         all Interest Drawings to the extent provided for in the 1994 Refunding
         Direct-Pay Letter of Credit, provided that for purposes of computing
         each annual commission, the amount of an Interest Drawing which is
         subject to automatic reinstatement will be considered to be reinstated
         as of the date of such drawing. There shall be no reduction in the
         amount of commission due and payable on any Commission Due Date, nor
         shall any refund of commission be due the Borrower on account of full
         or partial prepayment of the 1994 Refunding Bonds or because of the
         cancellation of the Pledged Bonds purchased with the proceeds of a
         Remarketing Drawing during the year following the Commission Due Date
         as of which the amount of such commission is established or on account
         of the election of the Enhancement Issuer not to restore the
         availability of any Interest Drawing. The amount of the commission due
         and payable as of any Commission Due Date shall not be reduced, nor
         shall any refund of the commission be due because of cancellation or
         termination of the 1994 Refunding Direct-Pay Letter of Credit for
         whatever reason nor shall the amount of the commission due and payable
         as of any Commission Due Date be reduced or refunded for any other
         reason, except that, so long as the Borrower's fiscal year ends on or
         about August 31, upon delivery to the Agent by the Borrower of the
         Borrower's annual audited Financial Statements for the Borrower's
         fiscal year ended prior to any Commission Due Date in any calendar
         year, the commission due on that Commission Due Date shall be
         recalculated on the basis of the ratio of the Leverage Ratio as
         indicated by such audited Financial Statements. If the amount of
         commission as so recalculated is greater or less than the amount of
         commission paid on such Commission Due Date, then the Enhancement
         Issuer will refund to the Borrower the excess of the amount of the
         commission paid on such Commission Due Date over the commission
         determined in accordance with such recalculation (and each Lender shall
         pay to the Agent, for the account of the Enhancement Issuer, its Pro
         Rata Share of the Enhancement Issuer's refund to the Borrower), or the
         Borrower will pay to the Enhancement Issuer the excess of the
         commission determined in accordance with such recalculation over the
         commission paid on such Commission Due Date, such refund or such
         payment of additional commission to be due within ten (10) days
         following delivery of such annual audited financial statements. A
         transaction fee shall be payable by the Borrower to the Enhancement
         Issuer (solely for its own account) for each Drawing under the 1994
         Refunding Direct-Pay Letter of Credit in the amount of One-Eighth of
         One Percent (1/8%) of the amount of the Drawing or Sixty-Five Dollars
         ($65.00), whichever is greater. Transaction fees on account of Drawings
         shall be due on the day when the Drawing is paid by the Enhancement
         Issuer. On the Business Day preceding each Commission Due Date, the
         Borrower shall deposit into the Designated Account,

                                      -36-
<PAGE>
         such amount as may be necessary to cause the balance of the Designated
         Account to be not less than the amount of commission due on such
         Commission Due Date, plus any other amounts required to be on deposit
         in the Designated Account on such date pursuant to other provisions of
         this Agreement. The Enhancement Issuer shall be entitled, without
         further authorization from the Borrower, to direct the Agent to charge
         the amount of the commission due on each Commission Due Date to the
         Designated Account, and if the balance of the Designated Account is
         insufficient to satisfy the entire amount then due to the Enhancement
         Issuer on account of the commission, the Enhancement Issuer may,
         without further authorization of the Borrower, charge such deficiency
         to any other deposit account of the Borrower maintained with the
         Enhancement Issuer. All commissions and fees payable under the terms of
         this Section 2.22.2 shall be payable with interest at the Floating
         Rate, plus Two Percent (2%) per annum from the date due until paid. If
         the 1994 Refunding Direct-Pay Letter of Credit is transferred to a new
         beneficiary pursuant to the terms thereof, then the Borrower covenants
         and agrees to pay to the Enhancement Issuer (solely for its own
         account) promptly upon its demand a transfer fee in the amount then
         customarily assessed by the Enhancement Issuer for transfers of letters
         of credit of the same type and amount as the 1994 Refunding Direct-Pay
         Letter of Credit.

                  2.22.3   Remarketing Reimbursement Loan-1994 Refunding Bonds.
         At the option of the Borrower exercised by a written notice to the
         Enhancement Issuer given not less than ten (10) days prior to the
         expiration of a period of ninety (90) days following a Remarketing
         Drawing on the 1994 Direct-Pay Letter of Credit (which expiration date
         is hereafter referred to in this subsection as the "reimbursement due
         date"), the Enhancement Issuer will make a loan (a "Remarketing
         Reimbursement Loan-1994 Refunding Bonds") to the Borrower on the
         reimbursement due date, provided that the 1994 Refunding Direct-Pay
         Letter of Credit as it may have been extended from time to time shall
         not then have expired or been terminated, and provided further that no
         Default or Unmatured Default shall have occurred and is then
         continuing. Each Remarketing Reimbursement Loan-1994 Refunding Bonds
         shall be in an amount not in excess of the amount due to the
         Enhancement Issuer from the Borrower on the related reimbursement due
         date on account of the portion of the Remarketing Drawing representing
         the Principal Amount. The term "Principal Amount" is used in the
         preceding sentence as that term is defined in the 1994 Refunding
         Direct-Pay Letter of Credit. Proceeds of the Remarketing Reimbursement
         Loan-1994 Refunding Bonds shall be used solely to reimburse the
         Enhancement Issuer for all or a portion of the Principal Amount of the
         related Remarketing Drawing for the 1994 Refunding Bonds which have not
         been sold by the Remarketing Agent subsequent to the Remarketing
         Drawing. Each Remarketing Reimbursement Loan-1994 Refunding Bonds shall
         be represented by the promissory note of the Borrower (a "Remarketing
         Reimbursement Note-1994 Refunding Bonds"), delivered to the Enhancement
         Issuer contemporaneously with the making of the Remarketing
         Reimbursement Loan-1994 Refunding Bonds, with each such promissory note
         substantially in the form of the Term Note, with the following
         exceptions:

         (a)      No Remarketing Reimbursement Loan-1994 Refunding Bonds will be
                  made after the earlier of the expiration or termination of the
                  1994 Refunding Direct-Pay Letter of Credit;

         (b)      The final maturity of such Remarketing Reimbursement Note-1994
                  Refunding Bonds shall be a date which is the earlier of (1)
                  288 days after the date the Remarketing Reimbursement
                  Loan-1994 Refunding Bonds evidenced by such Remarketing

                                      -37-
<PAGE>
                  Reimbursement Note-1994 Refunding Bonds was made, or (2) the
                  date that the 1994 Refunding Direct-Pay Letter of Credit (as
                  it may have been extended from time to time in the Required
                  Lenders' sole discretion) expires or is terminated;

         (c)      Each Remarketing Reimbursement Note-1994 Refunding Bonds shall
                  bear interest prior to maturity at a per annum rate equal to
                  the Floating Rate plus One Percent (1%) and after maturity at
                  a per annum rate equal to the Floating Rate plus Three Percent
                  (3%) per annum;

         (d)      All accrued interest on the outstanding principal balance of
                  the Remarketing Reimbursement Loan-1994 Refunding Bonds is due
                  and payable prior to maturity on each Payment Date, and after
                  maturity, all interest is due and payable as accrued and
                  without demand; and

         (e)      The principal of each Remarketing Reimbursement Note-1994
                  Refunding Bonds shall be payable prior to maturity on the same
                  dates as the scheduled principal payments under the 1994
                  Refunding Bonds purchased with the related Remarketing Drawing
                  would have become due and payable, and the principal amount
                  payable on each such date shall be equal to the principal
                  payments scheduled to have been paid on the same date on the
                  1994 Refunding Bonds redeemed with the related Remarketing
                  Drawing.

         2.23     Provisions Applicable to All Credit Enhancement Letters of
Credit. The following provisions are applicable to all Credit Enhancement
Letters of Credit:

                  2.23.1   Participations. Pursuant to the Modification
         Agreement, without further action by any party hereto, the Enhancement
         Issuer has and shall be deemed to have unconditionally and irrevocably
         sold to each Lender, and each Lender has and shall be deemed to have
         unconditionally and irrevocably purchased from the Enhancement Issuer a
         participation in the 1993 Direct-Pay Letter of Credit, each Remarketing
         Reimbursement Loan - 1993 Bonds, the 1994 Refunding Direct-Pay Letter
         of Credit, each Remarketing Reimbursement Loan - 1994 Refunding Bonds,
         and the related LC Obligations, in proportion to its Pro Rata Share.

                  2.23.2   Place and Application of Payments -- Calculation of
         Interest and Fees. All payments required to be made under Sections 2.21
         and 2.22 shall be made to the Enhancement Issuer at its principal
         office in Indianapolis, Indiana, in funds available for the Enhancement
         Issuer's immediate use at that city and no such payment will be
         considered to have been made until received in such funds. The
         Enhancement Issuer shall remit to the Agent, for the accounts of the
         Lenders ratably in accordance with their Pro Rata Shares, all
         commissions payable in respect of the Credit Enhancement Letters of
         Credit, all reimbursement of Interest Drawings and Principal Drawings
         with respect to which the Lenders have funded their participations and
         payments of interest thereon, all reimbursements of Remarketing
         Drawings from the payment of remarketing proceeds or otherwise, and all
         payments of the principal of and interest on each Remarketing
         Reimbursement Note - 1993 Bonds and each Remarketing Reimbursement Note
         - 1994 Refunding Bonds.

                  2.23.3   Administration; Funding of Participations by Lenders.
         The Enhancement Issuer shall notify the Agent, and the Agent shall
         promptly notify the Borrower and each other Lender as to the amount of
         (a) any Interest Drawing or Principal Drawing that has been honored by
         the

                                      -38-
<PAGE>
         Enhancement Issuer and for which the Enhancement Issuer has not been
         fully reimbursed pursuant to Section 2.21.1 or Section 2.22.1, (b) any
         Remarketing Drawing, and (c) any Remarketing Reimbursement Loan - 1993
         Bonds and any Remarketing Reimbursement Loan - 1994 Refunding Bonds
         extended by the Enhancement Issuer. Without regard to the occurrence of
         any Default or Unmatured Default, or any condition precedent
         whatsoever, each Lender shall pay to the Agent, for the account of the
         Enhancement Issuer, (a) such Lender's Pro Rata Share of the amount
         stated in the Agent's notice, plus (b) interest on the foregoing amount
         to be paid by such Lender, for each day from the date of payment of
         such amount by the Enhancement Issuer (or, if the Agent's notice is
         given after 11:00 a.m. (Indianapolis time) on such date, from the next
         succeeding Business Day) to the date on which such Lender pays its Pro
         Rata Share of such amount, at a rate of interest per annum equal to the
         Federal Funds Effective Rate for the first three days and, thereafter,
         at a rate of interest equal to the rate then applicable to Floating
         Rate Advances.

                  2.23.4   Presentment and Collection. The beneficiaries of the
         Credit Enhancement Letters of Credit shall be deemed for purposes of
         this Agreement to be the agents of the Borrower and the Borrower
         assumes all risks of their acts, omissions or misrepresentations.
         Neither the Enhancement Issuer nor any of its affiliates or
         correspondents shall be responsible for the validity, sufficiency,
         truthfulness or genuineness of any document required to draw under any
         of the Credit Enhancement Letters of Credit even if such document
         should in fact prove to be in any or all respects invalid,
         insufficient, fraudulent or forged, provided only that the document
         appears on its face to be in accordance with the terms of the related
         Credit Enhancement Letter of Credit, or for failure of any draft to
         bear reference or adequate reference to any of the related Credit
         Enhancement Letters of Credit or failure of any person to note the
         amount of any draft on any of the Credit Enhancement Letters of Credit
         or to surrender or take up any of the Credit Enhancement Letters of
         Credit, each of which provisions may be waived by the Enhancement
         Issuer, or for errors, omissions, interruptions, or delays in
         transmission or delivery of any messages or documents. Without limiting
         the generality of the foregoing, any action taken by the Enhancement
         Issuer or any of its correspondents under or in connection with any of
         the Credit Enhancement Letters of Credit, if taken in good faith, shall
         be binding upon the Borrower and shall not put the Enhancement Issuer
         or any such correspondent under any resulting liability to the Borrower
         and the Borrower makes like agreement as to any omission unless in
         breach of good faith. The Enhancement Issuer is expressly authorized to
         honor any request for payment which is made under and in compliance
         with the terms of any of the Credit Enhancement Letters of Credit
         without regard to and without any duty on its part to inquire into the
         existence of any disputes or controversies between the Borrower and the
         beneficiaries of any of the Credit Enhancement Letters of Credit or any
         other person, firm or corporation or into the respective rights, duties
         or liabilities of any of them or whether any facts or occurrences
         represented in any of the documents presented under any of the Credit
         Enhancement Letters of Credit are true and correct.

                  2.23.5   Change in Interest Rate Modes. The Borrower shall not
         change the Interest Rate Mode to a Six Month Interest Rate Mode, a One
         Year Interest Rate Mode, a Five Year Interest Rate Mode or a Fixed
         Interest Rate Mode without the prior written consent of the Required
         Lenders. As used in this subsection, the terms "Interest Rate Mode",
         "Six Month Interest Rate Mode", "One Year Interest Rate Mode", "Five
         Year Interest Rate Mode" and "Fixed Interest Rate Mode" are used as
         defined in the 1993 Trust Indenture or the 1994 Refunding Trust
         Indenture, as the context requires.

                                      -39-
<PAGE>
                  2.23.6   Monies in the Designated Account. All amounts
         deposited into the Designated Account shall be held by the Agent as
         cash collateral for all of the Obligations. The Designated Account
         shall be used by the Borrower only for the purposes provided for in
         this Agreement, and the terms of the Designated Account shall be such
         that it shall be a "blocked" account, so that transfers of funds from
         the Designated Account may be made only by the Agent, at the direction
         of the Enhancement Issuer, or by the Borrower with the concurrence of
         the Enhancement Issuer.

                  2.23.7   Annual Administrative Fees and Other Fees. From and
         after the Closing Date, on each anniversary date of the issuance of any
         Credit Enhancement Letter of Credit, the Borrower shall pay to the
         Enhancement Issuer (solely for its own account) a processing and
         administration fee of $125 for such Credit Enhancement Letter of
         Credit. On the Closing Date, and on the first anniversary thereof, the
         Borrower shall pay to the Enhancement Issuer for its own account, a
         fronting fee with respect to each Credit Enhancement Letter of Credit,
         in an amount equal to .125% of the stated amount of such Credit
         Enhancement Letter of Credit.

                  2.23.8   Rights as a Lender. In its capacity as Lender, the
         Enhancement Issuer shall have the same rights and obligations as any
         other Lender.

         2.24.    Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Borrower
and the Agent shall agree, as of such date, to purchase for cash the Advances
and other Obligations due to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit C and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrower shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrower hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender been prepaid on such date rather than sold to the
replacement Lender.

         2.25     Pledged Bonds. In addition to all other collateral for the
Obligations, the Obligations will further be secured by a first priority pledge
of and a security interest in favor of the Agent in any 1993 Bonds and any 1994
Refunding Bonds and in any Beneficial ownership Interests (as that term is
defined in the Trust Indentures) for any Bonds which, in any case, are purchased
with the proceeds of any Remarketing Drawing (the "Pledged Bonds"), which pledge
and security interest the Borrower hereby grants to the Agent, subject only to
Liens permitted under Section 6.15. As soon as possible following any
Remarketing Drawing, and in any event within ten (10) days of the date of such
Drawing, the Borrower shall take such acts and execute such documents as the
Enhancement Issuer may require to perfect and maintain the perfection of the
Agent's pledge of and security interest in and to the Pledged Bonds under
applicable law, including to the extent applicable, Articles 8.1 and 9.1 of the
Indiana

                                      -40-
<PAGE>
Uniform Commercial Code, and the Borrower hereby authorizes the Agent to file
such financing statements, amendments and continuations in such filing offices
as the Agent deems necessary to effect same.

                                   ARTICLE III

                             YIELD PROTECTION; TAXES

         3.1.     Yield Protection. If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or the LC Issuer or Enhancement Issuer
with any request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  the LC Issuer or the Enhancement Issuer to any Taxes, or
                  changes the basis of taxation of payments (other than with
                  respect to Excluded Taxes) to any Lender, the LC Issuer, or
                  the Enhancement Issuer in respect of its Eurodollar Loans,
                  Facility LCs, Credit Enhancement Letters of Credit, or
                  participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation, the LC Issuer, the
                  Enhancement Issuer (other than reserves and assessments taken
                  into account in determining the interest rate applicable to
                  Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation,
                  the LC Issuer, or the Enhancement Issuer, of making, funding
                  or maintaining its Eurodollar Loans, or of issuing or
                  participating in Facility LCs or Credit Enhancement Letters of
                  Credit, or reduces any amount receivable by any Lender or any
                  applicable Lending Installation or the LC Issuer or the
                  Enhancement Issuer in connection with its Eurodollar Loans,
                  Facility LCs, Credit Enhancement Letters of Credit, or
                  participations therein, or requires any Lender or any
                  applicable Lending Installation, the LC Issuer, or the
                  Enhancement Issuer to make any payment calculated by reference
                  to the amount of Eurodollar Loans, Facility LCs, Credit
                  Enhancement Letters of Credit, or participations therein held
                  or interest, LC Fees or commissions received by it, by an
                  amount deemed material by such Lender, the LC Issuer or the
                  Enhancement Issuer, as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation, or the LC Issuer, or the Enhancement Issuer, as
the case may be, of making or maintaining its Eurodollar Loans, Commitment, or
Term Loan Commitment, or of issuing or participating in Facility LCs or Credit
Enhancement Letters of Credit or to reduce the return received by it, in
connection with such Eurodollar Loans, Facility LCs, Credit Enhancement Letters
of Credit, or participations therein,

                                      -41-
<PAGE>
then, within 15 days of demand by it, the Borrower shall pay such Lender, the LC
Issuer, or the Enhancement Issuer, as the case may be, such additional amount or
amounts as will compensate it for such increased cost or reduction in amount
received.

         3.2.     Changes in Capital Adequacy Regulations. If a Lender, the LC
Issuer, or the Enhancement Issuer determines the amount of capital required or
expected to be maintained by it or any of its Lending Installations or any
corporation controlling it is increased as a result of a Change, then, within 15
days of demand by such Lender, the LC Issuer, or the Enhancement Issuer, the
Borrower shall pay such Lender, the LC Issuer, or the Enhancement Issuer, the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender, the LC Issuer, or the
Enhancement Issuer, determines is attributable to this Agreement, its Total
Credit Exposure or its commitment to make Loans and issue or participate in
Facility LCs and Credit Enhancement Letters of Credit, as the case may be,
hereunder (after taking into account its policies as to capital adequacy).
"Change" means (i) any change after the date of this Agreement in the Risk-Based
Capital Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender, the LC Issuer, or the Enhancement Issuer, or any
Lending Installation or any corporation controlling any Lender, the LC Issuer,
or the Enhancement Issuer. "Risk-Based Capital Guidelines" means (i) the
risk-based capital guidelines in effect in the United States on the date of this
Agreement, including transition rules, and (ii) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

         3.3.     Availability of Types of Advances. If any Lender determines
that maintenance of its Eurodollar Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4.     Funding Indemnification. If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance is not made on the date specified by the Borrower for any
reason other than default by the Lenders, the Borrower will indemnify each
Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Eurodollar Advance.

         3.5.     Taxes. (i) All payments by the Borrower to or for the account
of any Lender, the LC Issuer, the Enhancement Issuer, or the Agent hereunder or
under any Note or Facility LC Application shall be made free and clear of and
without deduction for any and all Taxes. If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder to any
Lender, the LC Issuer, the Enhancement Issuer, or the Agent, (a) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable

                                      -42-
<PAGE>
under this Section 3.5) such Lender, the LC Issuer, the Enhancement Issuer, or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish
to the Agent the original copy of a receipt evidencing payment thereof within 30
days after such payment is made.

         (ii)     In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii)    The Borrower hereby agrees to indemnify the Agent, the LC
Issuer, the Enhancement Issuer, and each Lender for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on
amounts payable under this Section 3.5) paid by the Agent, the LC Issuer, the
Enhancement Issuer, or such Lender as a result of its Commitment or Term Loan
Commitment, any Loans made by it hereunder, or otherwise in connection with its
participation in this Agreement and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Agent, the LC
Issuer, the Enhancement Issuer, as issuer of the Credit Enhancement Letters of
Credit or such Lender makes demand therefor pursuant to Section 3.6.

         (iv)     Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "Non-U.S. Lender") agrees
that it will, not more than ten Business Days after the date of this Agreement,
(i) deliver to the Agent two duly completed copies of United States Internal
Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such
Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to the
Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and
certify that it is entitled to an exemption from United States backup
withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of
the Borrower and the Agent (x) renewals or additional copies of such form (or
any successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrower or the Agent. All forms
or amendments described in the preceding sentence shall certify that such Lender
is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (v)      For any period during which a Non-U.S. Lender has failed to
provide the Borrower with an appropriate form pursuant to clause (iv), above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form

                                      -43-
<PAGE>
required under clause (iv), above, the Borrower shall take such steps as such
Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to
recover such Taxes.

         (vi)     Any Lender that is entitled to an exemption from or reduction
of withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii)    If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6.     Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrower (with a copy to the Agent) as to the amount due, if any, under Section
3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable
detail the calculations upon which such Lender determined such amount and shall
be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type and maturity corresponding to
the deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1.     Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder or to renew the Credit Enhancement
Letters of Credit unless the Borrower has furnished to the Agent, with
sufficient copies for the Lenders:

                                      -44-
<PAGE>
         (i)      Copies of the articles or certificate of incorporation of the
                  Borrower, together with all amendments, and a certificate of
                  good standing, each certified by the appropriate governmental
                  officer in its jurisdiction of incorporation.

         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  the Borrower, of its by-laws and of its Board of Directors'
                  resolutions and of resolutions or actions of any other body
                  authorizing the execution of the Loan Documents to which the
                  Borrower is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of the Borrower, which shall identify by
                  name and title and bear the signatures of the Authorized
                  Officers and any other officers of the Borrower authorized to
                  sign the Loan Documents to which the Borrower is a party, upon
                  which certificate the Agent and the Lenders shall be entitled
                  to rely until informed of any change in writing by the
                  Borrower.

         (iv)     A certificate, signed by the chief financial officer of the
                  Borrower, stating that on the Closing Date no Default or
                  Unmatured Default has occurred and is continuing.

         (v)      A written opinion of the Borrower's and Guarantor's counsel,
                  addressed to the Lenders in substantially the form of Exhibit
                  A.

         (vi)     The Revolving Notes and the Term Notes, executed by the
                  Borrower payable to the order of each Lender.

         (vii)    The Collateral Documents, executed (and acknowledged where
                  applicable) by the Borrower.

         (viii)   The Guaranty, executed by the Guarantor.

         (ix)     Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.

         (x)      Copies of the articles or certificate of incorporation of the
                  Guarantor, together with all amendments, and a certificate of
                  good standing, each certified by the appropriate governmental
                  officer in its jurisdiction of incorporation.

         (xi)     Copies, certified by the Secretary or Assistant Secretary of
                  the Guarantor, of its by-laws and of its Board of Directors'
                  resolutions and of resolutions or actions of any other body
                  authorizing the execution of the Loan Documents to which the
                  Guarantor is a party.

         (xii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of the Guarantor, which shall identify by
                  name and title and bear the signatures of the officers of the
                  Guarantor authorized to sign the Loan Documents to which the
                  Guarantor is a party.

         (xiii)   Evidence satisfactory to the Agent and the Lenders that the
                  liens and security interests granted to the Agent under the
                  Collateral Documents are first and prior perfected lien and
                  security interests, subject only to the liens, security
                  interests and encumbrances

                                      -45-
<PAGE>
                  permitted under Section 6.15.

         (xiv)    Endorsements to the title policies previously provided to Bank
                  One with regard to the 1992 Huntingburg Mortgage, the 1993
                  Huntingburg Mortgage-Warehouse, and the 1993 Huntingburg
                  Mortgage-Mfg. (i) advancing the effective dates of such
                  policies to the date of recording of the Mortgages, (ii)
                  providing that the insured party is the Agent, for the benefit
                  of the Lenders, and (iii) providing that the insured mortgages
                  are the Mortgages.

         (xv)     If an initial Credit Extension will be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (xvi)    Such other documents as any Lender or its counsel may have
                  reasonably requested.

         4.2.     Each Credit Extension. The Lenders shall not be required to
make any Credit Extension unless on the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct as of such Borrowing Date except to the
                  extent any such representation or warranty is stated to relate
                  solely to an earlier date, in which case such representation
                  or warranty shall have been true and correct on and as of such
                  earlier date.

         (iii)    All legal matters incident to the making of such Advance shall
                  be satisfactory to the Lenders and their counsel.

         Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit B as a condition to making an Advance.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

         5.1.     Existence and Standing. Each of the Borrower and its
Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or
limited liability company duly and properly incorporated or organized, as the
case may be, validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

         5.2.     Authorization and Validity. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents and Bond
Documents to which it is a party and to perform its obligations thereunder. The
execution and delivery by the Borrower of the Loan Documents and Bond

                                      -46-
<PAGE>
Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by proper corporate proceedings, and the
Loan Documents and Bond Documents to which the Borrower is a party constitute
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

         5.3.     No Conflict; Government Consent. Neither the execution and
delivery by the Borrower of the Loan Documents and Bond Documents, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management
agreement, as the case may be, or (iii) the provisions of any indenture,
instrument or agreement to which the Borrower or any of its Subsidiaries is a
party or is subject, or by which it, or its Property, is bound, or conflict with
or constitute a default thereunder, or result in, or require, the creation or
imposition of any Lien (other than a lien permitted under Section 6.5) in, of or
on the Property of the Borrower or a Subsidiary pursuant to the terms of any
such indenture, instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has
not been obtained by the Borrower or any of its Subsidiaries, is required to be
obtained by the Borrower or any of its Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrower of the Obligations or the
legality, validity, binding effect or enforceability of any of the Loan
Documents and the Bond Documents.

         5.4.     Financial Statements. The September 1, 2002 consolidated
financial statements of the Borrower and its Subsidiaries heretofore delivered
to the Agent were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

         5.5.     Material Adverse Change. Since September 1, 2002 there has
been no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.

         5.6.     Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists. No tax liens have been filed and no claims are
being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

         5.7.     Litigation and Contingent Obligations. Except as set forth on
Schedule 3, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the

                                      -47-
<PAGE>
making of any Credit Extensions. Other than any liability incident to any
litigation, arbitration or proceeding which (i) could not reasonably be expected
to have a Material Adverse Effect or (ii) is set forth on Schedule 3, the
Borrower has no material contingent obligations not provided for or disclosed in
the financial statements referred to in Section 5.4.

         5.8.     Subsidiaries. Schedule 1 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and non-assessable.

         5.9.     ERISA. As of the most recent valuation date preceding the
Closing Date, the Unfunded Liabilities of all Single Employer Plans do not in
the aggregate exceed $963,472.00. Neither the Borrower nor any other member of
the Controlled Group is a party to any Multiemployer Plan. Each Plan complies in
all material respects with all applicable requirements of law and regulations,
no Reportable Event has occurred with respect to any Plan, neither the Borrower
nor any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, and no steps have been taken to reorganize or
terminate any Plan.

         5.10.    Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11.    Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         5.12.    Material Agreements. Neither the Borrower nor any Subsidiary
is a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

         5.13.    Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14.    Ownership of Properties. Except as set forth on Schedule 2, on
the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.15, to all of
the Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by the Borrower and its
Subsidiaries.

                                      -48-
<PAGE>
         5.15.    Plan Assets; Prohibited Transactions. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

         5.16.    Environmental Matters. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

         5.17     Hazardous Substances. To the best knowledge of the Borrower
after due inquiry and investigation, there are no underground storage tanks of
any kind on any premises owned or occupied by or under lease to the Borrower or
any of its Subsidiaries and there are no tanks, drums, or other containers of
any kind on premises owned or occupied by or under lease to the Borrower or any
of its Subsidiaries, the contents of which are unknown to the Borrower. To the
best knowledge of the Borrower after due inquiry and investigation, no Hazardous
Substances in reportable quantities have been released on any such premises nor
is there any threat of release of any Hazardous Substances in reportable
quantities on any such premises.

         5.18.    Investment Company Act. Neither the Borrower nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         5.19.    Public Utility Holding Company Act. Neither the Borrower nor
any Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.     Financial Reporting. The Borrower will maintain, for itself
and each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

                                      -49-
<PAGE>
         (i)      Within 120 days after the close of each of its fiscal years,
                  an unqualified audit report certified by independent certified
                  public accountants acceptable to the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated and consolidating basis (consolidating statements
                  need not be certified by such accountants) for itself and its
                  Subsidiaries, including balance sheets as of the end of such
                  period, related profit and loss and reconciliation of surplus
                  statements, and a statement of cash flows, accompanied by (a)
                  any management letter prepared by said accountants, and (b) a
                  certificate of said accountants that, in the course of their
                  examination necessary for their certification of the
                  foregoing, they have obtained no knowledge of any Default or
                  Unmatured Default, or if, in the opinion of such accountants,
                  any Default or Unmatured Default shall exist, stating the
                  nature and status thereof.

         (ii)     Within 30 days after the close of each successive Fiscal
                  Month, for itself and its Subsidiaries, consolidated and
                  consolidating unaudited balance sheets as at the close of each
                  such period and consolidated and consolidating profit and loss
                  and reconciliation of surplus statements and a statement of
                  cash flows for the period from the beginning of such fiscal
                  year to the end of such quarter, all certified by its chief
                  financial officer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer
                  showing the calculations necessary to determine compliance
                  with this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof.

         (iv)     Within twenty (20) days after the last Business Day of each
                  Fiscal Month, a completed Borrowing Base Certificate,
                  certified to the Agent and the Lenders by an Authorized
                  Officer, setting forth a computation of the Borrowing Base as
                  of the last day of the period covered thereby.

         (v)      As soon as available and in any event within twenty (20) days
                  after the end of each Fiscal Month, a detailed report of the
                  Borrower's accounts receivable, with agings and in such detail
                  as the Lenders may reasonably request from time to time.

         (vi)     Prompt notice of any orders in any material proceedings to
                  which the Borrower or any Subsidiary is a party, issued by any
                  court or regulatory agency, federal or state, and if the
                  Lenders should so request, a copy of any such order.

         (vii)    Immediately upon learning of the institution of or any adverse
                  determination in any litigation, arbitration proceeding or
                  governmental proceeding which is material to the Borrower or
                  any of its Subsidiaries, or the occurrence of any event which
                  could have a material adverse effect upon the Borrower or any
                  of its Subsidiaries, written notice thereof describing the
                  same and the steps being taken with respect thereto.

         (viii)   As soon as possible and in any event within 10 days after
                  receipt by the Borrower, a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its Subsidiaries is or
                  may be liable to any Person as a result of the release by the
                  Borrower, any of its Subsidiaries, or any other Person of any
                  toxic or hazardous waste or substance into the

                                      -50-
<PAGE>
                  environment, and (b) any notice alleging any violation of any
                  federal, state or local environmental, health or safety law or
                  regulation by the Borrower or any of its Subsidiaries, which,
                  in either case, could reasonably be expected to have a
                  Material Adverse Effect.

         (ix)     Promptly upon the furnishing thereof to the shareholders of
                  the Borrower, copies of all financial statements, reports and
                  proxy statements so furnished.

         (x)      Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which the Borrower or any of its Subsidiaries files
                  with the Securities and Exchange Commission.

         (xi)     Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2.     Use of Proceeds. The Borrower will, and will cause each
Subsidiary to, use the proceeds of the Credit Extensions for general corporate
purposes and for the purposes expressly authorized in Article II. The Borrower
will not, nor will it permit any Subsidiary to, use any of the proceeds of the
Advances to purchase or carry any "margin stock" (as defined in Regulation U).

         6.3.     Notice of Default. The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4.     Conduct of Business. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

         6.5.     Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles.

         6.6.     Insurance. The Borrower will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies insurance
on all their Property in such amounts and covering such risks as is consistent
with sound business practice, and the Borrower will furnish to any Lender upon
request full information as to the insurance carried.

         6.7.     Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws.

                                      -51-
<PAGE>
         6.8.     Maintenance of Properties. The Borrower will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and
keep its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

         6.9.     Inspection. The Borrower will, and will cause each Subsidiary
to, permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Agent or any Lender may designate.

         6.10.    Dividends. The Borrower will not, nor will it permit any
Subsidiary to, declare or pay any dividends or make any distributions on its
capital stock (other than dividends payable in its own capital stock) or redeem,
repurchase or otherwise acquire or retire any of its capital stock at any time
outstanding, except that so long as there exists no Default or Unmatured
Default, the Borrower may make distributions from Net Income for the immediately
preceding fiscal year to its shareholders of the Borrower's Series C preferred
stock as required by the agreements between the Borrower and such shareholders
governing such stock (as such agreements were in effect on the closing date of
the Original Agreement).

         6.11.    Indebtedness. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

         (i)      The Loans, the Reimbursement Obligations, and Contingent
                  Obligations under the Guaranty.

         (ii)     Indebtedness existing on the date hereof and described in
                  Schedule 2.

         (iii)    Indebtedness arising under Rate Management Transactions with
                  one or more Lenders.

         (iv)     Indebtedness of the Borrower under the Bond Documents.

         (v)      Indebtedness incurred by the Borrower as all or part of the
                  purchase price for, or to enable the Borrower to acquire
                  equipment, in an aggregate amount not to exceed $500,000 at
                  any one time outstanding.

         (vi)     Guaranties by endorsement of instruments for deposit made in
                  the ordinary course of business.

         6.12.    Merger. The Borrower will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other Person, except that
any Subsidiary may merge into the Borrower.

         6.13.    Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

         (i)      Sales of inventory in the ordinary course of business.

                                      -52-
<PAGE>
         (ii)     Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Borrower and its
                  Subsidiaries previously leased, sold or disposed of (other
                  than inventory in the ordinary course of business) as
                  permitted by this Section during the twelve-month period
                  ending with the month in which any such lease, sale or other
                  disposition occurs, do not constitute a Substantial Portion of
                  the Property of the Borrower and its Subsidiaries.

         6.14.    Investments and Acquisitions. The Borrower will not, nor will
it permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

         (i)      Cash Equivalent Investments.

         (ii)     Extensions of credit or credit accommodations to customers or
                  vendors made by the Borrower or a Subsidiary in the ordinary
                  course of its business as conducted on the Closing Date.

         (iii)    Reasonable salary advances to non-executive employees, and
                  other advances to agents and employees for anticipated
                  expenses to be incurred on behalf of the Borrower or a
                  Subsidiary in the course of discharging their assigned duties.

         (iv)     Existing Investments in Subsidiaries and other Investments in
                  existence on the date hereof and described in Schedule 1.

         6.15.    Liens. The Borrower will not, nor will it permit any
Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

         (ii)     Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not past due or which are being contested in good
                  faith by appropriate proceedings and for which adequate
                  reserves shall have been set aside on its books.

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation.

         (iv)     Utility easements, building restrictions, minor irregularities
                  in title and such other encumbrances or charges against real
                  property as are of a nature generally existing with respect to
                  properties of a similar character and which do not in any
                  material way affect

                                      -53-
<PAGE>
                  the marketability of the same or interfere with the use
                  thereof in the business of the Borrower or its Subsidiaries.

         (v)      Liens existing on the date hereof and described in Schedule 2.

         (vi)     Liens in favor of the Agent, for the benefit of the Lenders,
                  granted pursuant to any Collateral Document.

         (vii)    Liens against equipment acquired by the Borrower by incurring
                  Indebtedness permitted under Section 6.11(v), but only to the
                  extent (a) the Lien attaches only to the equipment acquired in
                  such transaction and secures only the Indebtedness incurred in
                  such transaction, and (b) the aggregate Indebtedness secured
                  by such Liens does not exceed $500,000.00 at any time.

         6.16.    Capital Expenditures. The Borrower will not, nor will it
permit any Subsidiary to, expend, or be committed to expend during any one
fiscal year on a non-cumulative basis in the aggregate for the Borrower and its
Subsidiaries, which in the aggregate exceeds [$1,000,000.00].

         6.17.    Primary Banking Relationship. The Borrower shall maintain its
primary concentration and deposit accounts with Bank One.

         6.18.    Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except (i) in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

         6.19.    Bond Documents. The Borrower will fully and timely pay and
perform all of its obligations under the Bond Documents, and will not amend or
terminate any of the Bond Documents.

         6.20.    Financial Covenants.

                  6.20.1.  Fixed Charge Coverage Ratio. The Borrower will not
         permit the Fixed Charge Coverage Ratio, determined as of the end of
         each of its fiscal quarters, to be less than 1.15 to 1.0 for all fiscal
         quarters ending prior to August 31, 2003, and 1.20 to 1.0 beginning
         with the fiscal quarter ending on or closest to August 31, 2003, and
         thereafter.

                  6.20.2.  Leverage Ratio. The Borrower will not permit the
         Leverage Ratio, determined as of the end of each of its fiscal quarters
         ending on or closest to the dates listed below to be greater, on such
         fiscal quarter ending date, than the ratio listed opposite such date
         below:

<TABLE>
<CAPTION>
FISCAL QUARTER ENDING         LEVERAGE RATIO
    ON OR ABOUT
<S>                           <C>
11/30/2002                    5.35 to 1.00
2/28/2003                     4.75 to 1.00
5/31/2003                     4.75 to 1.00
8/31/2003                     4.25 to 1.00
</TABLE>

                                      -54-
<PAGE>
<TABLE>
<S>                           <C>
11/30/2003                    4.25 to 1.00
2/28/2004 and thereafter      3.75 to 1.00
</TABLE>

                  6.20.3.  Minimum Consolidated Tangible Net Worth. The Borrower
         will at all times maintain Consolidated Tangible Net Worth of not less
         than the sum of (i) $15,000,000.00 plus (ii) 90% of Consolidated Net
         Income earned in each fiscal year beginning with the fiscal year ending
         on or about August 31, 2002 (without deduction for losses).

         6.21     Employee Benefit Plans. (a) The Borrower shall maintain and
shall cause any Subsidiary to maintain any Plan in material compliance with
ERISA, the Code, and all rules and regulations of regulatory authorities
pursuant thereto and shall file and shall cause any Subsidiary to file all
reports required to be filed pursuant to ERISA, the Code, and such rules and
regulations.

         (b)      The Borrower shall not permit the Unfunded Liabilities of all
Single Employer Plans to exceed in the aggregate $1,500,000.00.

         6.22     Hazardous Substances. Not later than December 6, 2002,
Borrower shall provide to the Agent written information regarding all Hazardous
Substances that are used, generated, transported, stored or disposed of by the
Borrower, in reportable quantities. If the Borrower or any Subsidiary should
commence the use, treatment, transportation, generation, storage or disposal of
any Hazardous Substance in reportable quantities in its operations in addition
to those noted in such information, the Borrower shall immediately notify the
Agent of the commencement of such activity with respect to each such Hazardous
Substance. The Borrower shall cause any Hazardous Substances which are now or
may hereafter be used or generated in the operations of the Borrower or any
Subsidiary in reportable quantities to be accounted for and disposed of in
compliance with all Environmental Laws and other applicable federal, state and
local laws and regulations. Neither the Borrower nor any Subsidiary shall allow
or permit to continue the release or threatened release of any Hazardous
Substance on any premises owned or occupied by or under lease to the Borrower or
any Subsidiary. The Borrower shall notify the Agent immediately upon obtaining
knowledge that:

         (i)      any premises which have at any time been owned or occupied by
                  or have been under lease to the Borrower or any Subsidiary are
                  the subject of an environmental investigation by any federal,
                  state or local governmental agency having jurisdiction over
                  the regulation of any Hazardous Substances, the purpose of
                  which investigation is to quantify the levels of Hazardous
                  Substances located on such premises, or

         (ii)     the Borrower or any Subsidiary has been named or is threatened
                  to be named as a party responsible for the possible
                  contamination of any real property or ground water with
                  Hazardous Substances, including, but not limited to the
                  contamination of past and present waste disposal sites.

         If the Borrower or any Subsidiary is notified of any event described in
(i) or (ii) above, the Borrower shall immediately engage or cause the Subsidiary
to engage a firm or firms of engineers or environmental consultants
appropriately qualified to determine as quickly as practical the extent of
contamination and the potential financial liability of the Borrower or the
Subsidiary with respect thereto, and the Agent shall be provided with a copy of
any report prepared by such firm or by any governmental

                                      -55-
<PAGE>
agency as to such matters as soon as any such report becomes available to the
Borrower, and the Borrower shall immediately establish reserves in the amount
of the potential financial liability of the Borrower or the Subsidiary
identified by such environmental consultants or engineers. The selection of any
engineers or environmental consultants engaged pursuant to the requirements of
this Section 6.22 shall be subject to the approval of the Agent, which approval
shall not be unreasonably withheld. The Borrower shall provide an adequate
reserve for the payment of all potential financial liability not covered by
insurance upon the occurrence of any event described in this Section 6.22.

         6.23     Other Agreements. The Borrower shall not enter into any
agreement containing any provision which would be violated or breached in
material respect by the performance of its obligations under this Agreement or
under any other Loan Documents or any of the Bond Documents.

         6.24     Judgments. Neither the Borrower nor any Subsidiary shall
permit any uninsured judgment or monetary penalty rendered against it in any
judicial or administrative proceeding to remain unsatisfied for a period in
excess of forty-five (45) days unless such judgment or penalty is being
contested in good faith by appropriate proceedings and execution upon such
judgment has been stayed, and unless an appropriate reserve has been established
with respect thereto.

         6.25     Principal Office. The Borrower shall not change the location
of its principal office unless it gives not less than thirty (30) days prior
written notice of such change to the Agent.

         6.26     Survey. Not later than forty-five (45) days following the
Closing Date, the Borrower shall provide to the Agent, at the Borrower's
expense, a boundary survey of the real estate subject to the 1997 Project
Mortgage. If such boundary survey suggests that any improvements are located on
such real estate, the Borrower shall provide to the Agent, at the Borrower's
expense and within forty-five (45) days after the Agent's request, an ALTA
minimum standard survey of such real estate. Upon completion of such surveys,
Borrower shall provide to the Agent, at the Borrower's expense, a mortgagee's
title insurance policy in an amount acceptable to the Agent insuring the Agent's
interest under the 1997 Project Mortgage on the American Land Title Association
form of mortgagee's title policy (1992 Revision), subject to an ALTA form of
comprehensive endorsement, an ALTA form 3.1 zoning endorsement, a mechanics lien
endorsement, an access endorsement and such other endorsements as the Agent may
reasonably request. The coverage provided by the title insurance policy shall
not be subject to the standard exceptions as to rights of parties in possession
and matters which would be disclosed by survey, easements not shown by the
public records and mechanic's liens not shown by the public records, and
otherwise the coverage shall be subject to no exceptions other than (A)
easements and use restrictions and encroachments disclosed by survey which do
not materially and adversely affect the value or marketability of the real
estate or the usefulness of the real estate in the operations of the Company and
(B) Permitted Liens.

                                   ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

                                      -56-
<PAGE>
         7.1.     Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Credit Extension, or any
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

         7.2.     Nonpayment of principal of any Loan when due, nonpayment of
any Reimbursement Obligation within one Business Day after the same becomes due,
or nonpayment of interest upon any Loan or of any commitment fee, LC Fee,
commission, or other obligations under any of the Loan Documents within five
days after the same becomes due.

         7.3.     The breach by the Borrower of any of the terms or provisions
of Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.16, 6.17, 6.18, 6.19, 6.20,
6.21(a), 6.23, 6.24, 6.25, or 6.26.

         7.4.     The breach by the Borrower (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within thirty (30)
days after written notice from the Agent or any Lender, provided that a breach
of Section 6.21(b) shall not constitute a Default unless it remains unremedied
sixty (60) days after such written notice.

         7.5.     Failure of the Borrower or any of its Subsidiaries to pay when
due any Material Indebtedness; or the default by the Borrower or any of its
Subsidiaries in the performance of any term, provision or condition contained in
any Material Indebtedness Agreement, or any other event shall occur or condition
exist, the effect of which default, event or condition is to cause, or to permit
the holder(s) of such Material Indebtedness or the lender(s) under any Material
Indebtedness Agreement to cause, such Material Indebtedness to become due prior
to its stated maturity or any commitment to lend under any Material Indebtedness
Agreement to be terminated prior to its stated expiration date; or any Material
Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the
Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

         7.6.     The Borrower or any of its Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal bankruptcy laws as
now or hereafter in effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7.     Without the application, approval or consent of the Borrower
or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.

                                      -57-
<PAGE>
         7.8.     Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Borrower and its Subsidiaries which, when taken
together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

         7.9.     The Borrower or any of its Subsidiaries shall fail within 30
days to pay, bond or otherwise discharge one or more (i) judgments or orders for
the payment of money in excess of $100,000.00 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

         7.10.    Any Reportable Event shall occur in connection with any Plan.

         7.11.    Nonpayment by the Borrower or any Subsidiary of any Rate
Management Obligation when due or the breach by the Borrower or any Subsidiary
of any term, provision or condition contained in any Rate Management Transaction
or any transaction of the type described in the definition of "Rate Management
Transactions," whether or not any Lender or Affiliate of a Lender is a party
thereto.

         7.12.    Any Change in Control or Change in Management shall occur.

         7.13.    The Borrower or any of its Subsidiaries shall (i) be the
subject of any proceeding or investigation pertaining to the release by the
Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous
waste or substance into the environment, or (ii) violate any Environmental Law,
which, in the case of an event described in clause (i) or clause (ii), could
reasonably be expected to have a Material Adverse Effect.

         7.14.    The occurrence of any "default", as defined in any Loan
Document (other than this Agreement) or the breach of any of the terms or
provisions of any Loan Document (other than this Agreement), which default or
breach continues beyond any period of grace therein provided.

         7.15.    The Guaranty shall fail to remain in full force or effect or
any action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Guaranty, or the Guarantor shall fail to comply with any
of the terms or provisions of the Guaranty, or the Guarantor shall deny that it
has any further liability under the Guaranty, or shall give notice to such
effect.

         7.16.    Any Collateral Document shall for any reason fail to create a
valid and perfected first priority security interest in any collateral purported
to be covered thereby, except as permitted by the terms of any Collateral
Document, or any Collateral Document shall fail to remain in full force or
effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document, or the Borrower shall fail to
comply with any of the terms or provisions of any Collateral Document.

         7.17.    The representations and warranties set forth in Section 5.15
(Plan Assets; Prohibited Transactions") shall at any time not be true and
correct.

                                      -58-
<PAGE>
                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1.     Acceleration; Facility LC Collateral Account. (i) If any
Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the
obligations of the Lenders to make Loans hereunder (including, without
limitation, the obligation of the Enhancement Issuer to make any Remarketing
Reimbursement Loan-1993 Bonds or Remarketing Reimbursement Loan-1994 Refunding
Bonds) and the obligation and power of the LC Issuer to issue Facility LCs shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Agent, the LC Issuer,
the Enhancement Issuer or any Lender and the Borrower will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to
the Agent an amount in immediately available funds, which funds shall be held in
the Facility LC Collateral Account, equal to the difference of (x) the amount of
LC Obligations at such time, less (y) the amount on deposit in the Facility LC
Collateral Account at such time which is free and clear of all rights and claims
of third parties and has not been applied against the Obligations (such
difference, the "Collateral Shortfall Amount"). If any other Default occurs, the
Required Lenders (or the Agent with the consent of the Required Lenders) may (a)
terminate or suspend the obligations of the Lenders to make Loans hereunder
(including, without limitation, the obligation of the Enhancement Issuer to make
any Remarketing Reimbursement Loan-1993 Bonds or Remarketing Reimbursement
Loan-1994 Refunding Bonds) and the obligation and power of the LC Issuer to
issue Facility LCs, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrower
hereby expressly waives, and (b) upon notice to the Borrower and in addition to
the continuing right to demand payment of all amounts payable under this
Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith
upon such demand and without any further notice or act, pay to the Agent the
Collateral Shortfall Amount, which funds shall be deposited in the Facility LC
Collateral Account.

         (ii)     If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrower to pay, and the Borrower will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

         (iii)    The Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment
of the Obligations and any other amounts as shall from time to time have become
due and payable by the Borrower to the Lenders or the LC Issuer under the Loan
Documents.

         (iv)     At any time while any Default is continuing, neither the
Borrower nor any Person claiming on behalf of or through the Borrower shall have
any right to withdraw any of the funds held in the Facility LC Collateral
Account. After all of the Obligations have been indefeasibly paid in full and
the Aggregate Commitment has been terminated, any funds remaining in the
Facility LC Collateral Account shall be returned by the Agent to the Borrower or
paid to whomever may be legally entitled thereto at such time.

                                      -59-
<PAGE>
         (v)      At any time while any Default is continuing:

                  (a)      The Enhancement Issuer may refuse to reinstate any
                           Interest Drawing under any of the Credit Enhancement
                           Letters of Credit by giving notice to the appropriate
                           Trustee of such refusal in the manner and within the
                           time provided under the terms of the appropriate
                           Credit Enhancement Letter of Credit, and may direct
                           such Trustee to accelerate the maturity of the Bonds
                           secured by such Credit Enhancement Letter of Credit
                           as provided under the terms of the appropriate Trust
                           Indenture.

                  (b)      The Enhancement Issuer may notify each of the
                           Trustees of the Default with the result that the
                           Trustees will, as required by the appropriate Trust
                           Indenture, declare the principal of all the Bonds and
                           the interest accrued thereon to be immediately due
                           and payable and the Enhancement Issuer may exercise
                           any other remedy available to the Enhancement Issuer
                           under any of the Bond Documents.

                  (c)      The Enhancement Issuer may demand that the Borrower
                           immediately deposit with the Agent an amount equal to
                           the Maximum Available Credit. Such amount shall be
                           due and payable immediately upon demand. The Borrower
                           grants to the Agent a pledge of and security interest
                           in any and all funds (a "Special Collateral Account")
                           so deposited by the Borrower with the Agent pursuant
                           to the demand made pursuant to this Section 8.1(v).
                           Such pledge and security interest shall secure all of
                           the Obligations. The Borrower acknowledges that the
                           Enhancement Issuer would not have adequate remedies
                           at law for failure of the Borrower to honor any
                           demand made pursuant to this Section 8.1(v) and,
                           therefore, the Enhancement Issuer shall have the
                           right to require the Borrower specifically to perform
                           such undertaking whether or not any amounts are then
                           due and payable by the Borrower to the Enhancement
                           Issuer on account of its Reimbursement Obligations
                           with respect to Drawings made under any of the Credit
                           Enhancement Letters of Credit. In the event the
                           Enhancement Issuer makes a demand pursuant to this
                           Section 8.1(v) and the Borrower pays the funds
                           demanded, the Agent will hold any Special Collateral
                           Account without liability for interest thereon,
                           provided that the Agent will, at the direction of the
                           Borrower and for the account and risk of the
                           Borrower, invest the funds of a Special Collateral
                           Account in U.S. Treasury Bills with 30 days or less
                           remaining until maturity. Any earnings from such
                           investment may, at the discretion of the Enhancement
                           Issuer, be released to the Borrower. After the Credit
                           Enhancement Letters of Credit have expired and all of
                           the Obligations have been satisfied, the Agent shall
                           return to the Borrower any balance remaining in any
                           Special Collateral Account established pursuant to
                           the requirements of this Section 8.1(v).

                  (d)      The Enhancement Issuer may pursue any other remedies
                           available to it under any Loan Document or any Bond
                           Document. The Enhancement Issuer, or the Agent on its
                           behalf, may bring any other action available at law
                           or in equity to enforce payment and performance or
                           otherwise to collection the Reimbursement Obligations
                           owed to the Enhancement Issuer.

                                      -60-
<PAGE>
         (vi)     If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and power of the LC Issuer to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to the Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination.

         8.2.     Amendments. Subject to the provisions of this Section 8.2, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date, or postpone any regularly scheduled payment
                  of principal of any Loan or forgive all or any portion of the
                  principal amount thereof or any Reimbursement Obligation, or
                  reduce the rate or extend the time of payment of interest or
                  fees thereon.

         (ii)     Reduce the percentage specified in the definition of Required
                  Lenders.

         (iii)    Extend the Facility Termination Date, the date stated in
                  clause (i) of the definition of Term Loan Maturity Date, or
                  the final maturity date stated for a Remarketing Reimbursement
                  Note-1993 Bonds or any Remarketing Reimbursement Note-1994
                  Refunding Bonds, or reduce the amount or extend the payment
                  date for, the mandatory payments required under Section 2.13,
                  or increase the amount of the Aggregate Commitment, the
                  Aggregate Term Loan Commitment, or the Commitment or Term Loan
                  Commitment of any Lender, or the commitment to issue Facility
                  LCs, or permit the Borrower to assign its rights under this
                  Agreement.

         (iv)     Amend this Section 8.2.

         (v)      Release or terminate the Guaranty or, except as provided in
                  the Collateral Documents, release all or substantially all of
                  the Collateral.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment of any
provision relating to the LC Issuer or the Enhancement Issuer shall be effective
without the written consent of the LC Issuer or the Enhancement Issuer, as the
case may be. The Agent may waive payment of the fee required under Section
12.3.2 without obtaining the consent of any other party to this Agreement.

         8.3.     Preservation of Rights. No delay or omission of the Lenders,
the LC Issuer, the Enhancement Issuer or the Agent to exercise any right under
the Loan Documents or Bond Documents shall impair such right or be construed to
be a waiver of any Default or an acquiescence therein, and the making of a
Credit Extension notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Credit Extension shall
not constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise

                                      -61-
<PAGE>
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or Bond
Documents or by law afforded shall be cumulative and all shall be available to
the Agent, the LC Issuer, the Enhancement Issuer and the Lenders (as applicable)
until the Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1.     Survival of Representations. All representations and
warranties of the Borrower contained in this Agreement shall survive the making
of the Credit Extensions herein contemplated.

         9.2.     Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, neither the LC Issuer, the Enhancement Issuer
nor any Lender shall be obligated to extend credit to the Borrower in violation
of any limitation or prohibition provided by any applicable statute or
regulation.

         9.3.     Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4.     Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrower, the Agent, the LC Issuer, the
Enhancement Issuer and the Lenders and supersede all prior agreements and
understandings among the Borrower, the Agent, the LC Issuer, the Enhancement
Issuer and the Lenders relating to the subject matter thereof.

         9.5.     Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6.     Expenses; Indemnification. (i) The Borrower shall reimburse
the Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the Agent or
the Arranger in connection with the preparation, negotiation, execution,
delivery, syndication, distribution (including, without limitation, via the
internet), review, amendment, modification, and administration of the Loan
Documents. The Borrower also agrees to reimburse the Agent, the Arranger, the LC
Issuer, the Enhancement Issuer and the Lenders for any costs, internal charges
and out-of-pocket expenses (including attorneys' fees and time charges of
attorneys for the

                                      -62-
<PAGE>
Agent, the Arranger, the LC Issuer, the Enhancement Issuer and the Lenders,
which attorneys may be employees of the Agent, the Arranger, the LC Issuer, the
Enhancement Issuer or the Lenders) paid or incurred in connection with the
collection and enforcement of the Loan Documents. Expenses being reimbursed by
the Borrower under this Section include, without limitation, the cost and
expense of obtaining an appraisal of each parcel of real property or interest in
real property described in the Mortgages, which appraisal shall be in conformity
with the applicable requirements of any law or any governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any interpretation thereof, including, without limitation, the
provisions of Title XI of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended, reformed or otherwise modified from time to
time, and any rules promulgated to implement such provisions and costs and
expenses incurred in connection with the Reports described in the following
sentence. The Borrower acknowledges that from time to time the Agent may prepare
and may distribute to the Lenders (but shall have no obligation or duty to
prepare or to distribute to the Lenders) certain audit reports (the "Reports")
pertaining to the Borrower's assets for internal use by the Agent from
information furnished to it by or on behalf of the Borrower, after the Agent has
exercised rights of inspection pursuant to this Agreement.

         (ii)     The Borrower hereby further agrees to indemnify the Agent, the
Arranger, the LC Issuer, the Enhancement Issuer and each Lender, their
respective affiliates, and each of their directors, officers and employees
against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all expenses of litigation or
preparation therefor whether or not the Agent, the Arranger, the LC Issuer, the
Enhancement Issuer or any Lender or any affiliate is a party thereto) which any
of them may pay or incur arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

         9.7.     Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Agent with
sufficient counterparts so that the Agent may furnish one to each of the
Lenders.

         9.8.     Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         9.9.     Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10.    Nonliability of Lenders. The relationship between the Borrower
on the one hand and the Lenders, the LC Issuer, the Enhancement Issuer, and the
Agent on the other hand shall be solely that of borrower and lender. Neither the
Agent, the Arranger, the LC Issuer, the Enhancement Issuer nor any Lender shall
have any fiduciary responsibilities to the Borrower. Neither the Agent, the
Arranger, the LC Issuer, the Enhancement Issuer nor any Lender undertakes any
responsibility to the Borrower to review or inform the Borrower of any matter in
connection with any phase of the Borrower's business or

                                      -63-
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operations. The Borrower agrees that neither the Agent, the Arranger, the LC
Issuer, the Enhancement Issuer nor any Lender shall have liability to the
Borrower (whether sounding in tort, contract or otherwise) for losses suffered
by the Borrower in connection with, arising out of, or in any way related to,
the transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the
Agent, the Arranger, the LC Issuer, the Enhancement Issuer nor any Lender shall
have any liability with respect to, and the Borrower hereby waives, releases and
agrees not to sue for, any special, indirect, consequential or punitive damages
suffered by the Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

         9.11.    Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, (vii)
permitted by Section 12.4 and (viii) to rating agencies if requested or required
by such agencies in connection with a rating relating to the Advances hereunder.

         9.12.    Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System) for the repayment of the
Credit Extensions provided for herein.

         9.13.    Disclosure. The Borrower and each Lender hereby acknowledge
and agree that Bank One and/or its Affiliates from time to time may hold
investments in, make other loans to or have other relationships with the
Borrower and its Affiliates.

                                    ARTICLE X

                                    THE AGENT

         10.1.    Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of the term "secured party" as defined in the Indiana Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are

                                      -64-
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limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders hereby agrees to assert no claim against the
Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender hereby waives.

         10.2.    Powers. The Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to the Agent by the terms
of each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3.    General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4.    No Responsibility for Loans, Recitals, etc. Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5.    Action on Instructions of Lenders. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Loan Document in accordance with written instructions signed by
the Required Lenders, and such instructions and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders. The Lenders 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
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

         10.6.    Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with

                                      -65-
<PAGE>
reasonable care. The Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Agent and the Lenders and all matters
pertaining to the Agent's duties hereunder and under any other Loan Document.

         10.7.    Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8.    Agent's Reimbursement and Indemnification. The Lenders agree
to reimburse and indemnify the Agent ratably in proportion to their respective
Commitments or Term Loan Commitments (or, if the Commitments have been
terminated, in proportion to their Term Loan Commitments and Commitments
immediately prior to such termination) (i) for any amounts not reimbursed by the
Borrower for which the Agent is entitled to reimbursement by the Borrower under
the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf
of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Agent in connection with any
dispute between the Agent and any Lender or between two or more of the Lenders)
and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by or asserted
against the Agent in connection with any dispute between the Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms of the Loan Documents or of any such other documents, provided that (i) no
Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
shall, notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof. The obligations of
the Lenders under this Section 10.8 shall survive payment of the Obligations and
termination of this Agreement.

         10.9.    Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10.   Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person.

                                      -66-
<PAGE>
         10.11.   Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         10.12.   Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean
the prime rate, base rate or other analogous rate of the new Agent.

         10.13.   Delegation to Affiliates. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.14.   Execution of Collateral Documents. The Lenders hereby empower
and authorize the Agent to execute and deliver to the Borrower on their behalf
the Collateral Documents and all related financing statements and any financing
statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Collateral Documents.

                                      -67-
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         10.15.   Collateral Releases. The Lenders hereby empower and authorize
the Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral which shall be permitted by the terms hereof or of any
other Loan Document or which shall otherwise have been approved by the Required
Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in
writing.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

         11.1.    Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Secured Obligations owing to
such Lender, whether or not the Secured Obligations, or any part thereof, shall
then be due.

         11.2.    Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Total Credit Exposure (other than
payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Total Credit Exposures held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Obligations. If any Lender, whether in connection with setoff or
amounts which might be subject to setoff or otherwise, receives collateral or
other protection for its Obligations or such amounts which may be subject to
setoff, such Lender agrees, promptly upon demand, to take such action necessary
such that all Lenders share in the benefits of such collateral ratably in
proportion to their respective Pro Rata Shares of the Obligation. In case any
such payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1.    Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns permitted hereby, except
that (i) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents without the prior written consent of each
Lender, (ii) any assignment by any Lender must be made in compliance with
Section 12.3, and (iii) any transfer by participation must be made in compliance
with Section 12.2. Any attempted assignment or transfer by any party not made in
compliance with this Section 12.1 shall be null and void, unless such attempted
assignment or transfer is treated as a participation in accordance with Section
12.3.2. The parties to this Agreement acknowledge that clause (ii) of this
Section 12.1 relates only to absolute assignments and this Section 12.1 does not
prohibit assignments creating security interests, including, without limitation,
(x) any pledge or assignment by any Lender of all or any portion of its rights
under this Agreement and any

                                      -68-
<PAGE>
Note to a Federal Reserve Bank or (y) in the case of a Lender which is a Fund,
any pledge or assignment of all or any portion of its rights under this
Agreement and any Note to its trustee in support of its obligations to its
trustee; provided, however, that no such pledge or assignment creating a
security interest shall release the transferor Lender from its obligations
hereunder unless and until the parties thereto have complied with the provisions
of Section 12.3. The Agent may treat the Person which made any Loan or which
holds any Note as the owner thereof for all purposes hereof unless and until
such Person complies with Section 12.3; provided, however, that the Agent may in
its discretion (but shall not be required to) follow instructions from the
Person which made any Loan or which holds any Note to direct payments relating
to such Loan or Note to another Person. Any assignee of the rights to any Loan
or any Note agrees by acceptance of such assignment to be bound by all the terms
and provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

         12.2.    Permitted Participations.

                  12.2.1.  Permitted Participants; Effect. Any Lender may, in
         the ordinary course of its business and in accordance with applicable
         law, at any time sell to one or more banks or other entities
         ("Participants") participating interests in its Total Credit Exposure,
         any Note held by such Lender, its Commitment or Term Loan Commitment,
         its Participation or any other interest of such Lender under the Loan
         Documents. In the event of any such sale by a Lender of participating
         interests to a Participant, such Lender's obligations under the Loan
         Documents shall remain unchanged, such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, such Lender shall remain the owner of its Total Credit
         Exposure and the holder of any Note issued to it in evidence thereof
         for all purposes under the Loan Documents, all amounts payable by the
         Borrower under this Agreement shall be determined as if such Lender had
         not sold such participating interests, and the Borrower and the Agent
         shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2.  Voting Rights. Each Lender shall retain the sole
         right to approve, without the consent of any Participant, any
         amendment, modification or waiver of any provision of the Loan
         Documents other than any amendment, modification or waiver which would
         require consent of all of the Lenders pursuant to the terms of Section
         8.2 or of any other Loan Document.

                  12.2.3.  Benefit of Certain Provisions. The Borrower agrees
         that each Participant shall be deemed to have the right of setoff
         provided in Section 11.1 in respect of its participating interest in
         amounts owing under the Loan Documents to the same extent as if the
         amount of its participating interest were owing directly to it as a
         Lender under the Loan Documents, provided that each Lender shall retain
         the right of setoff provided in Section 11.1 with respect to the amount
         of participating interests sold to each Participant. The Lenders agree
         to share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender. The Borrower further agrees that each
         Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
         and 3.5 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to Section 12.3, provided that (i) a
         Participant shall not be

                                      -69-
<PAGE>
         entitled to receive any greater payment under Section 3.1, 3.2 or 3.5
         than the Lender who sold the participating interest to such Participant
         would have received had it retained such interest for its own account,
         unless the sale of such interest to such Participant is made with the
         prior written consent of the Borrower, and (ii) any Participant not
         incorporated under the laws of the United States of America or any
         State thereof agrees to comply with the provisions of Section 3.5 to
         the same extent as if it were a Lender.

         12.3.    Assignments.

                  12.3.1.  Permitted Assignments. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time assign to one or more banks or other entities
         ("Purchasers") all or any part of its rights and obligations under the
         Loan Documents. Such assignment shall be substantially in the form of
         Exhibit C or in such other form as may be agreed to by the parties
         thereto. The consent of the Borrower, the Agent, the LC Issuer and the
         Enhancement Issuer shall be required prior to an assignment becoming
         effective with respect to a Purchaser which is not a Lender or an
         Affiliate thereof or an Approved Fund; provided, however, that if a
         Default has occurred and is continuing, the consent of the Borrower
         shall not be required. Such consent shall not be unreasonably withheld
         or delayed. Each such assignment with respect to a Purchaser which is
         not a Lender or an Affiliate thereof or an Approved Fund shall (unless
         each of the Borrower and the Agent otherwise consents) be in an amount
         not less than $5,000,000.00.

                  12.3.2.  Effect; Effective Date. Upon (i) delivery to the
         Agent of a notice of assignment, substantially in the form attached as
         Exhibit I to Exhibit C (a "Notice of Assignment"), together with any
         consents required by Section 12.3.1, and (ii) payment of a $3,500 fee
         to the Agent for processing such assignment, such assignment shall
         become effective on the effective date specified in such Notice of
         Assignment. The Notice of Assignment shall contain a representation by
         the Purchaser to the effect that none of the consideration used to make
         the purchase of the Commitment, Term Loan Commitment, Participation,
         and Total Credit Exposure under the applicable assignment agreement are
         "plan assets" as defined under ERISA and that the rights and interests
         of the Purchaser in and under the Loan Documents will not be "plan
         assets" under ERISA. On and after the effective date of such
         assignment, such Purchaser shall for all purposes be a Lender party to
         this Agreement and any other Loan Document executed by or on behalf of
         the Lenders and shall have all the rights and obligations of a Lender
         under the Loan Documents, to the same extent as if it were an original
         party hereto, and no further consent or action by the Borrower, the
         Lenders or the Agent shall be required to release the transferor Lender
         with respect to the percentage of the Commitment, Term Loan Commitment,
         and Participation assigned to such Purchaser. Upon the consummation of
         any assignment to a Purchaser pursuant to this Section 12.3.2, the
         transferor Lender, the Agent and the Borrower shall, if the transferor
         Lender or the Purchaser desires that its Loans be evidenced by Notes,
         make appropriate arrangements so that new Notes or, as appropriate,
         replacement Notes are issued to such transferor Lender and new Notes
         or, as appropriate, replacement Notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their respective Commitments,
         as adjusted pursuant to such assignment.

                  12.3.3.  Register. The Agent, acting solely for this purpose
         as an agent of the Borrower, shall maintain at one of its offices in
         Indianapolis, Indiana a copy of each Assignment and Assumption
         delivered to it and a register for the recordation of the names and
         addresses of the

                                      -70-
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         Lenders, and the Commitments, Term Loan Commitments and Participations
         of, and principal amounts of the Loans owing to, each Lender pursuant
         to the terms hereof from time to time (the "Register"). The entries in
         the Register shall be conclusive, and the Borrower, the Agent and the
         Lenders may treat each Person whose name is recorded in the Register
         pursuant to the terms hereof as a Lender hereunder for all purposes of
         this Agreement, notwithstanding notice to the contrary. The Register
         shall be available for inspection by the Borrower and any Lender, at
         any reasonable time and from time to time upon reasonable prior notice.

         12.4.    Dissemination of Information. The Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5.    Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is not incorporated under the laws of the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

         13.1.    Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or in its
administrative questionnaire or (z) in the case of any party, at such other
address or facsimile number as such party may hereafter specify for the purpose
by notice to the Agent and the Borrower in accordance with the provisions of
this Section 13.1. Each such notice, request or other communication shall be
effective (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of receipt is
received, (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid, or (iii)
if given by any other means, when delivered (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that
notices to the Agent under Article II shall not be effective until received.

         13.2.    Change of Address. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                                      -71-
<PAGE>
                                   ARTICLE XIV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent, the LC Issuer, the Enhancement Issuer and the Lenders and each party has
notified the Agent by facsimile transmission or telephone that it has taken such
action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         15.1.    CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF INDIANA, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.

         15.2.    CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
INDIANA STATE COURT SITTING IN INDIANAPOLIS, INDIANA IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER , THE
ENHANCEMENT ISSUER, OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE AGENT, THE LC ISSUER, THE ENHANCEMENT ISSUER, OR ANY LENDER OR ANY
AFFILIATE OF THE AGENT, THE LC ISSUER, THE ENHANCEMENT ISSUER OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
INDIANAPOLIS, INDIANA.

         15.3.    WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT, THE LC ISSUER
AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                      -72-
<PAGE>
         IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer, the
Credit Enhancer and the Agent have executed this Agreement as of the date first
above written.

                                   DMI FURNITURE, INC.

                                   By:__________________________________________
                                           Phillip J. Keller
                                   Title:  Vice President-Finance and Chief
                                           Financial Officer
                                   (address) One Oxmoor Place
                                             101 Bullitt Lane
                                             Louisville, Kentucky 40222
                                   Attention: Phillip J. Keller
                                           Telephone:     (502) 426-4351
                                           FAX:           (502) 429-6285

LC Commitment:                     BANK ONE, NA, as a Lender, the LC Issuer,
         $1,950,000.00             the Enhancement Issuer, and the Agent
Revolving Commitment:
         $13,000,000.00            By:__________________________________________
Term Loan Commitment:                      Robert E. McElwain
         $2,613,000.00             Title:  First Vice President
Pro Rate Share: 65%                (address) Bank One Center/Tower-4th Floor
                                             111 Monument Circle
                                             P.O. Box 7700
                                             Indianapolis, Indiana 46277-0119
                                   Attention: Manager, Specialty Industries
                                           Telephone:     (317) 321-8244
                                           FAX:           (317) 592-5270

LC Commitment:                     FIFTH THIRD BANK, KENTUCKY, INC.
         $1,050,000.00
Revolving Commitment:              By:__________________________________________
         $7,000,000.00                     Edward B. Martin
Term Loan Commitment:              Title:  Vice President
         $1,407,000.00             (address) 401 South 4th Avenue
Pro Rata Share: 35%                          Louisville, Kentucky 40202-3411
                                   Attention: Edward B. Martin
                                           Telephone:     (502) 562-5536
                                           FAX:           (502) 562-5540

                                      -73-
<PAGE>
                                PRICING SCHEDULE

<TABLE>
<CAPTION>
========================================================================================================================
APPLICABLE             LEVEL I      LEVEL II       LEVEL III      LEVEL IV      LEVEL V      LEVEL VI       LEVEL VII
  MARGIN               STATUS        STATUS         STATUS         STATUS       STATUS        STATUS         STATUS
========================================================================================================================
<S>                    <C>          <C>            <C>            <C>           <C>          <C>            <C>
Eurodollar Rate         1.75%         2.0%           2.25%          2.5%         2.75%          3.0%          3.25%
========================================================================================================================
Floating Rate              0%           0%              0%            0%            0%          .25%           .50%
========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
========================================================================================================================
APPLICABLE             LEVEL I      LEVEL II       LEVEL III      LEVEL IV      LEVEL V      LEVEL VI       LEVEL VII
 FEE RATE              STATUS        STATUS         STATUS         STATUS       STATUS        STATUS         STATUS
========================================================================================================================
<S>                    <C>          <C>            <C>            <C>           <C>          <C>            <C>
                         .25%         .25%          .3125%         .375%          .50%          .50%           .50%
========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
========================================================================================================================
APPLICABLE             LEVEL I      LEVEL II       LEVEL III      LEVEL IV      LEVEL V      LEVEL VI       LEVEL VII
 LC FEE                STATUS        STATUS         STATUS         STATUS       STATUS        STATUS         STATUS
========================================================================================================================
<S>                    <C>          <C>            <C>            <C>           <C>          <C>            <C>
                        1.75%         2.0%           2.25%          2.5%         2.75%          3.0%          3.25%
========================================================================================================================
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or interim financial statements for a
period ending on the last day of a fiscal quarter of the Borrower delivered
pursuant to Section 6.1(i) or (ii).

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is less than 2.50 to 1.00.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
less than 3.00 to 1.00.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Leverage Ratio is less than 3.50 to 1.00.

         "Level IV Status" exists at any date if, as of the last of the fiscal
quarter of the Borrower referred to in the most recent Financials (i) the
Borrower has not qualified for Level I Status, Level II Status, or Level III
Status and (ii) the Leverage Ratio is less than 4.00 to 1.00.
<PAGE>
         "Level V Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status, Level III Status, or Level IV Status, and
(ii) the Leverage Ratio is less than 4.50 to 1.00.

         "Level VI Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status, Level III Status, Level IV Status, or Level
V Status, and (iii) the Leverage Ratio is less than 5.00 to 1.00.

         "Level VII Status" exists if the Borrower has not qualified for any
other Status.

         "Status" means either Level I Status, Level II Status, Level III
Status, Level IV Status, Level V Status, Level VI Status, or Level VII Status.

         The Applicable Margin, the Applicable Fee Rate, and the Applicable LC
Fee shall be determined in accordance with the foregoing table based on the
Borrower's Status as reflected in the then most recent Financials. Adjustments,
if any, to the Applicable Margin, Applicable Fee Rate or Applicable LC Fee shall
be effective five Business Days after the Agent has received the applicable
Financials. If the Borrower fails to deliver the Financials to the Agent at the
time required pursuant to Section 6.1, then the Applicable Margin, Applicable
Fee Rate and Applicable LC Fee shall be the highest Applicable Margin,
Applicable Fee Rate and Applicable LC Fee set forth in the foregoing table until
five days after such Financials are so delivered.
<PAGE>
                                    EXHIBIT A
                                 FORM OF OPINION
                                             _______________,

The Agent, the LC Issuer and the Lenders who are parties to the
Credit Agreement described below.

Gentlemen/Ladies:

         We are counsel for DMI Furniture, Inc. (the "Borrower") and DMI
Management, Inc. (the "Guarantor"), and have represented the Borrower and the
Guarantor in connection with the Borrower's execution and delivery of a Second
Amended and Restated Credit Agreement dated as of __________ (the "Agreement")
among the Borrower, the Lenders named therein, and Bank One, NA, as Agent, as LC
Issuer and as Enhancement Issuer. All capitalized terms used in this opinion and
not otherwise defined herein shall have the meanings attributed to them in the
Agreement.

         We have examined the Borrower's and Guarantor's [describe constitutive
documents of Borrower and Guarantor and appropriate evidence of authority to
enter into the transaction] Loan Documents and such other matters of fact and
law which we deem necessary in order to render this opinion. Based upon the
foregoing, it is our opinion that:

         l.       Each of the Borrower and the Guarantor is a corporation, duly
and properly incorporated, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

         2.       The execution and delivery by the Borrower and the Guarantor
of the Loan Documents to which it is a party and the performance by the Borrower
and the Guarantor of their respective obligations thereunder have been duly
authorized by proper corporate proceedings on the part of the Borrower and the
Guarantor and will not:

                  (a)      require any consent of the Borrower's or Guarantor's
         shareholders (other than any such consent as has already been given and
         remains in full force and effect);

                  (b)      violate (i) any law, rule, regulation, order, writ,
         judgment, injunction, decree or award binding on the Borrower or
         Guarantor or (ii) the Borrower's or Guarantor's articles or certificate
         of incorporation, or by-laws, or (iii) the provisions of any indenture,
         instrument or agreement to which the Borrower or Guarantor is a party
         or is subject, or by which it, or its Property, is bound, or conflict
         with or constitute a default thereunder; or
<PAGE>
                  (c)      result in, or require, the creation or imposition of
         any Lien in, of or on the Property of the Borrower or the Guarantor
         pursuant to the terms of any indenture, instrument or agreement binding
         upon the Borrower or the Guarantor.

         3.       The Loan Documents to which the Borrower or the Guarantor is a
party have been duly executed and delivered by the Borrower and constitute
legal, valid and binding obligations of the Borrower or the Guarantor
enforceable against the Borrower or the Guarantor in accordance with their terms
except to the extent the enforcement thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and subject also to the availability of equitable remedies if
equitable remedies are sought.

         4.       There is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the best of our knowledge
after due inquiry, threatened against the Borrower or the Guarantor which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.

         5.       No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, which has not been obtained by the
Borrower or the Guarantor, is required to be obtained by the Borrower or the
Guarantor in connection with the execution and delivery of the Loan Documents,
the borrowings under the Agreement, the payment and performance by the Borrower
or guaranty by the Guarantor of the Obligations, or the legality, validity,
binding effect or enforceability of any of the Loan Documents.

         6.       The provisions of the Collateral Documents are sufficient to
create in favor of the Agent and, to the extent they have entered into Rate
Management Transactions with the Borrower, the Lenders' Affiliates, a security
interest in all right, title and interest of the Borrower in those items and
types of collateral described in the Collateral Documents in which a security
interest may be created under Article 9 of the Uniform Commercial Code as in
effect on the date hereof in Indiana. Financing statements on Form UCC-1's have
been duly filed in each filing office indicated in Exhibit A hereto under the
Uniform Commercial Code in effect in each state in which said filing offices are
located. The description of the collateral set forth in said financing
statements is sufficient to perfect a security interest in the items and types
of collateral described therein in which a security interest may be perfected by
the filing of a financing statement under the Uniform Commercial Code as in
effect in such states. Such filings are sufficient to perfect the security
interest created by the Collateral Documents in all right, title and interest of
the Borrower in those items and types of collateral described in the Collateral
Documents in which a security interest may be perfected by the filing of a
financing statement under the Uniform Commercial Code in such states.

         This opinion may be relied upon by the Agent, the LC Issuer, the
Enhancement Issuer, the Lenders and their participants, assignees and other
transferees.

                               Very truly yours,
<PAGE>
                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE

To:      The Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Second Amended and Restated Credit Agreement dated as of November 22, 2002 (as
amended, modified, renewed or extended from time to time, the "Agreement") among
the DMI Furniture, Inc. (the "Borrower"), the lenders party thereto and Bank
One, NA, as Agent for the Lenders and as the LC Issuer, and Enhancement Issuer.
Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.       I am the duly elected ________________ of the Borrower;

         2.       I have reviewed the terms of the Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements;

         3.       The examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes a Default or Unmatured Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below; and

         4.       Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         5.       Schedule II hereto sets forth the Borrower's determination of
the interest rates to be paid for Advances, the LC Fee rates and the commitment
fee rates commencing on the fifth day following the delivery hereof.

         6.       Schedule III attached hereto sets forth the various reports
and deliveries which are required at this time under the Credit Agreement, the
Security Agreement and the other Loan Documents and the status of compliance.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

         _______________________________________________________________________
<PAGE>
         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

         The foregoing certifications, together with the computations set forth
in Schedule I and Schedule II hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this ___ day of
_________, ______.

                                           _____________________________
                                           _____________________________, the
                                           _____________of DMI Furniture, Inc.
<PAGE>
                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                            Sections 6.16 and 6.20 of
                                  the Agreement

All calculations herein are made in accordance with Agreement Accounting
Principles.

I.  Capital Expenditures (Section 6.16)

    A.  Depreciation expense for prior
        fiscal year ending ______________                         $_____________

    B.  Aggregate Capital Expenditure
        during current fiscal year
        beginning_______________                                  $_____________

         (A. must equal or exceed B.)

II. Financial Covenants (Section 6.20)

    A.  Fixed Charge Coverage Ratio

        1.  Consolidated EBITDA                                   $_____________

            a.  Consolidated Net Income                           $_____________

            b.  plus Consolidated Interest Expense                $_____________

            c.  plus expenses for taxes paid or accrued           $_____________

            d.  plus depreciation                                 $_____________

            e.  plus amortization                                 $_____________

            f.  plus extraordinary losses                         $_____________

            g.  minus extraordinary gain                          $_____________

            h.  = Consolidated EBITDA                             $_____________
                (sum of II.A.1. a-g)

        2.  Consolidated Fixed Charges

            a.  Interest due and payable in cash                  $_____________

            b.  plus Cash Capital Expenditures                    $_____________

            c.  plus scheduled principal payments of
                Indebtedness due and payable                      $_____________

            d.  plus taxes due and payable                        $_____________

            e.  plus cash dividends paid to shareholders          $_____________

            f.  Consolidated Fixed Charges                        $_____________
                (sum of II.A.2. a-e)

        3.  Fixed Charge Coverage Ratio                           $_____________
            (Ratio of II.A.1.h. to II.A.2.f.)
<PAGE>
        4.  Minimum Fixed Charge Coverage Ratio
            (See Section 6.20.1)

                  (3. must be equal to or greater than 4.)

    B.  Leverage Ratio

        1.  Consolidated Funded Indebtedness                      $_____________

        2.  Consolidated EBITDA                                   $_____________
            (line II.A.1.h.)

        3.  Leverage Ratio                                        ______________
            (Ratio of II.B.1. to II.B.2.)

        4.  Maximum Leverage Ratio                                ______________
            (See Section 6.20.2)

            (3. must be equal to or less than 4.)

    C.  Consolidated Tangible Net Worth

        1.                                                        $15,000,000.00

        2.  plus 90% of Consolidated Net Income for
            each fiscal year, beginning with fiscal year
            ending on or about 8/31/02                            $_____________

        3.  Minimum Consolidated Tangible Net Worth               $_____________
            (Sum of II.C.1. and II.C.2.)

        4.  Consolidated Tangible Net Worth                       $_____________

            (4. must be equal to or greater than 3.)
<PAGE>
                     SCHEDULE II TO COMPLIANCE CERTIFICATE

                    Borrower's Applicable Margin Calculation

The Borrower's Leverage Ratio is _________________________ (Schedule I, Line
II.B.3.) and the Borrower's Status is Level __________ Status.

         Applicable Margin
         (Eurodollar Rate)                 ____________%

         Applicable Margin
         (Floating Rate)                   ____________%

         Applicable Fee Rate               ____________%

         Applicable LC Fee                 ____________%
<PAGE>
                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due
<PAGE>
                                   EXHIBIT C

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Second Amended and Restated Credit Agreement
identified below (as amended, the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Agent as contemplated below, the interest in and to all of the Assignor's
rights and obligations in its capacity as a Lender under the Credit Agreement
and the other Loan Documents the amount and percentage interest identified below
of all of the Assignor's outstanding rights and obligations under the respective
facilities identified below (including without limitation any letters of credit,
guaranties and swingline loans included in such facilities and, to the extent
permitted to be assigned under applicable law, all claims (including without
limitation contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity), suits, causes of action and any other
right of the Assignor against any Person whether known or unknown arising under
or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the
"Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1.  Assignor:  _________________________________________________________

2.  Assignee:  _________________________________________________________ [and is
               an Affiliate/Approved Fund of [identify Lender]

3.  Borrower:  DMI Furniture, Inc.

4.  Agent:     Bank One, NA as the agent under the Credit Agreement.

5.  Credit Agreement:  The Second Amended and Restated Credit Agreement dated as
                       of November 22, 2002 among Borrower, the Lenders party
                       thereto, and Bank One, NA, as Agent, and the other agents
                       party thereto.
<PAGE>
6.  Assigned Interest:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                              Aggregate Amount of                Amount of
                            Commitment/Loans for all          Commitment/Loans
Facility Assigned                  Lenders                       Assigned
--------------------------------------------------------------------------------
<S>                         <C>                               <C>
Revolving Loan              $                                 $
--------------------------------------------------------------------------------
Facility LCs                $                                 $
--------------------------------------------------------------------------------
Term Loan                   $                                 $
--------------------------------------------------------------------------------
</TABLE>

The Assigned Interest includes Assignee's Pro Rata Share (_______%) of all LC
Obligations.

Effective Date: ____________________, 20__ [TO BE INSERTED BY AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                            ASSIGNOR
                                            [NAME OF ASSIGNOR]

                                            By:________________________________
                                                     Title:

                                            ASSIGNEE
                                            [NAME OF ASSIGNEE]

                                            By:________________________________
                                                     Title:

[Consented to and]*Accepted:

[NAME OF AGENT], as Agent

By:______________________________
Title:

[Consented to:]**

*  To be added only if the consent of the Agent is required by the terms of the
Credit Agreement.

** To be added only if the consent of the Borrower and/or other parties is
required by the terms of the Credit Agreement.
<PAGE>
[NAME OF RELEVANT PARTY]

By:_____________________________
Title:
<PAGE>
                                     ANNEX 1
                            TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1. Representations and Warranties.

                  1.1      Assignor. The Assignor represents and warrants that
(i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby. Neither the Assignor nor any of
its officers, directors, employees, agents or attorneys shall be responsible for
(i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency, perfection, priority,
collectibility, or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document, (iv)
the performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Documents, (v) inspecting any of the property, books or records of the
Borrower, or any guarantor, or (vi) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loans or the Loan Documents.

                  1.2.     Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iii)
agrees that its payment instructions and notice instructions are as set forth in
Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the
funds, monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA, (v) agrees to indemnify and hold the Assignor harmless
against all losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee's non-performance of
the obligations assumed under this Assignment and Assumption, (vi) it has
received a copy of the Credit Agreement, together with copies of financial
statements and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Agent
or any other Lender, and (vii) attached as Schedule 1 to this Assignment and
Assumption is any documentation required to be delivered by the Assignee with
respect to its tax status pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee and (b) agrees that (i) it will,
independently and without reliance on the Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

                  2. Payments. The Assignee shall pay the Assignor, on the
Effective Date, the amount
<PAGE>
agreed to by the Assignor and the Assignee. From and after the Effective Date,
the Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.

                  3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of Indiana.
<PAGE>
                          ADMINISTRATIVE QUESTIONNAIRE

    (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

   (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
      (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)
<PAGE>
              US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS

    (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

   (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
      (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)
<PAGE>
                                   EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Agent (the "Agent") under the Credit Agreement
Described Below.

Re:      Second Amended and Restated Credit Agreement, dated November 22, 2002
         (as the same may be amended or modified, the "Credit Agreement"), among
         DMI Furniture, Inc. (the "Borrower"), the Lenders named therein, the LC
         Issuer, the Enhancement Issuer and the Agent. Capitalized terms used
         herein and not otherwise defined herein shall have the meanings
         assigned thereto in the Credit Agreement.

         The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Borrower,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Borrower in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.14 of the Credit Agreement.

Facility Identification Number(s)   5324911101

Customer/Account Name               DMI Furniture, Inc.

Transfer Funds To                   Bank One, NA

                 ______________________________________________________________

For Account No.  ______________________________________________________________

Reference/Attention To              Jason Broyles/Controller

Authorized Officer (Customer Representative)    Date____________________________

____________________________________________    ________________________________
(Please Print)                                  Signature

Bank Officer Name                               Date____________________________

____________________________________________    ________________________________
(Please Print)                                  Signature

   (Deliver Completed Form to Credit Support Staff For Immediate Processing)
<PAGE>
                                   EXHIBIT E
                                 REVOLVING NOTE
                                   [TO COME]
<PAGE>
                                   EXHIBIT F
                                   TERM NOTE
                                   [TO COME]
<PAGE>
                                   SCHEDULE 1

                       SUBSIDIARIES AND OTHER INVESTMENTS
                           (SEE SECTIONS 5.8 AND 6.14)

<TABLE>
<CAPTION>
Investment      Jurisdiction of      Owned        Amount of           Percent
   In            Organization         By         Investment          Ownership
--------------------------------------------------------------------------------
<S>             <C>                  <C>         <C>                 <C>
</TABLE>
<PAGE>
                                   SCHEDULE 2

                             INDEBTEDNESS AND LIENS
                       (SEE SECTIONS 5.14, 6.11 AND 6.15)

<TABLE>
<CAPTION>
                                                                   Maturity
Indebtedness       Indebtedness          Property                 and Amount
Incurred By           Owed To        Encumbered (If Any)        of Indebtedness
--------------------------------------------------------------------------------
<S>                <C>               <C>                        <C>
</TABLE>
<PAGE>
                                   SCHEDULE 3

                     LITIGATION AND CONTINGENT OBLIGATIONS

                               (SEE SECTION 5.7)

                                      NONE
<PAGE>
                                CREDIT AGREEMENT

                        DATED AS OF ____________________

                                      AMONG

                              DMI FURNITURE, INC.,

                                  THE LENDERS,

                                  BANK ONE, NA
                                  AS LC ISSUER,

                                  BANK ONE, NA
                             AS ENHANCEMENT ISSUER,

                                  BANK ONE, NA
                                    AS AGENT

                                       AND

                         BANC ONE CAPITAL MARKETS, INC.
                      AS LEAD ARRANGER AND SOLE BOOK RUNNER
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
ARTICLE I.    DEFINITIONS............................................................................   1

ARTICLE II.   THE CREDITS............................................................................  20
     2.1.       Commitments, Term Loan Commitments, and Participations...............................  20
     2.2.       Revolving Loan Facility and Term Loan Facility.......................................  21
     2.3.       Ratable Loans........................................................................  22
     2.4.       Types of Advances....................................................................  22
     2.5.       Commitment Fee; Reductions in Aggregate Commitment...................................  22
     2.6.       Minimum Amount of Each Advance.......................................................  22
     2.7.       Principal Payments...................................................................  22
     2.8.       Method of Selecting Types and Interest Periods for New Advances......................  23
     2.9.       Conversion and Continuation of Outstanding Advances..................................  23
     2.10.      Changes in Interest Rate, etc........................................................  24
     2.11.      Rates Applicable After Default.......................................................  24
     2.12.      Method of Payment....................................................................  24
     2.13.      Evidence of Indebtedness.............................................................  25
     2.14.      Telephonic Notices...................................................................  25
     2.15.      Interest Payment Dates; Interest and Fee Basis.......................................  26
     2.16.      Notification of Advances, Interest Rates, Prepayments and Commitment
                Reductions...........................................................................  26
     2.17.      Lending Installations................................................................  26
     2.18.      Non-Receipt of Funds by the Agent....................................................  26
     2.19.      Facility LCs.........................................................................  27
            2.19.1.  Issuance........................................................................  27
            2.19.2.  Participations..................................................................  27
            2.22.3.  Notice..........................................................................  27
            2.19.4.  LC Fees.........................................................................  27
            2.19.5.  Administration; Reimbursement by Lenders........................................  28
            2.19.6.  Reimbursement by Borrower.......................................................  28
            2.19.7.  Obligations Absolute............................................................  29
            2.19.8.  Actions of LC Issuer............................................................  29
            2.19.9.  Indemnification.................................................................  29
            2.19.10. Lenders' Indemnification........................................................  30
            2.19.11. Facility LC Collateral Account..................................................  30
            2.19.12. Rights as a Lender..............................................................  31
     2.20.      Extension of Facility Termination Date...............................................  31
     2.21.      The 1993 Direct-Pay Letter of Credit.................................................  31
            2.21.1   Reimbursement...................................................................  31
            2.21.2   Commission and Transaction Fees.................................................  32
            2.21.3   Remarketing Reimbursement Loan-1993 Bonds.......................................  33
     2.22       The 1994 Refunding Direct-Pay Letter of Credit.......................................  34
            2.22.1   Reimbursement...................................................................  35
            2.22.2   Commission and Transaction Fees.................................................  36
            2.22.3   Remarketing Reimbursement Loan-1994 Refunding Bonds.............................  37
     2.23       Provisions Applicable to All Credit Enhancement Letters of Credit....................  38
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                    <C>
            2.23.1   Participations..................................................................  38
            2.23.2   Place and Application of Payments -- Calculation of Interest and Fees...........  38
            2.23.3   Administration; Funding of Participations by Lenders............................  38
            2.23.4   Presentment and Collection......................................................  39
            2.23.5   Change in Interest Rate Modes...................................................  39
            2.23.6   Monies in the Designated Account................................................  40
            2.23.7   Annual Administrative Fees and Other Fees.......................................  40
            2.23.8   Rights as a Lender..............................................................  40
     2.24.      Replacement of Lender................................................................  40
     2.25       Pledged Bonds........................................................................  40

ARTICLE III.  YIELD PROTECTION; TAXES................................................................  41
     3.1.       Yield Protection.....................................................................  41
     3.2.       Changes in Capital Adequacy Regulations..............................................  42
     3.3.       Availability of Types of Advances....................................................  42
     3.4.       Funding Indemnification..............................................................  42
     3.5.       Taxes................................................................................  42
     3.6.       Lender Statements; Survival of Indemnity.............................................  44

ARTICLE IV.   CONDITIONS PRECEDENT...................................................................  44
     4.1.       Initial Credit Extension.............................................................  44
     4.2.       Each Credit Extension................................................................  46

ARTICLE V.    REPRESENTATIONS AND WARRANTIES.........................................................  46
     5.1.       Existence and Standing...............................................................  46
     5.2.       Authorization and Validity...........................................................  46
     5.3.       No Conflict; Government Consent......................................................  47
     5.4.       Financial Statements.................................................................  47
     5.5.       Material Adverse Change..............................................................  47
     5.6.       Taxes................................................................................  47
     5.7.       Litigation and Contingent Obligations................................................  47
     5.8.       Subsidiaries.........................................................................  48
     5.9.       ERISA................................................................................  48
     5.10.      Accuracy of Information..............................................................  48
     5.11.      Regulation U.........................................................................  48
     5.12.      Material Agreements..................................................................  48
     5.13.      Compliance With Laws.................................................................  48
     5.14.      Ownership of Properties..............................................................  48
     5.15.      Plan Assets; Prohibited Transactions.................................................  49
     5.16.      Environmental Matters................................................................  49
     5.17       Hazardous Substances.................................................................  49
     5.18.      Investment Company Act...............................................................  49
     5.19.      Public Utility Holding Company Act...................................................  49

ARTICLE VI.   COVENANTS..............................................................................  49
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                    <C>
     6.1.       Financial Reporting..................................................................  49
     6.2.       Use of Proceeds......................................................................  51
     6.3.       Notice of Default....................................................................  51
     6.4.       Conduct of Business..................................................................  51
     6.5.       Taxes................................................................................  51
     6.6.       Insurance............................................................................  51
     6.7.       Compliance with Laws.................................................................  51
     6.8.       Maintenance of Properties............................................................  52
     6.9.       Inspection...........................................................................  52
     6.10.      Dividends............................................................................  52
     6.11.      Indebtedness.........................................................................  52
     6.12.      Merger...............................................................................  52
     6.13.      Sale of Assets.......................................................................  52
     6.14.      Investments and Acquisitions.........................................................  53
     6.15.      Liens................................................................................  53
     6.16.      Capital Expenditures.................................................................  54
     6.17.      Primary Banking Relationship.........................................................  54
     6.18.      Affiliates...........................................................................  54
     6.19.      Bond Documents.......................................................................  54
     6.20.      Financial Covenants..................................................................  54
            6.20.1.  Fixed Charge Coverage Ratio.....................................................  54
            6.20.2.  Leverage Ratio..................................................................  54
            6.20.3.  Minimum Consolidated Tangible Net Worth.........................................  55
     6.21       Employee Benefit Plans...............................................................  55
     6.22       Hazardous Substances.................................................................  55
     6.23       Other Agreements.....................................................................  56
     6.24       Judgments............................................................................  56
     6.25       Principal Office.....................................................................  56
     6.26       Lease Obligations....................................................................  56

ARTICLE VII.  DEFAULTS...............................................................................  56

ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................  59
     8.1.       Acceleration; Facility LC Collateral Account.........................................  59
     8.2.       Amendments...........................................................................  61
     8.3.       Preservation of Rights...............................................................  61

ARTICLE IX.   GENERAL PROVISIONS.....................................................................  62
     9.1.       Survival of Representations..........................................................  62
     9.2.       Governmental Regulation..............................................................  62
     9.3.       Headings.............................................................................  62
     9.4.       Entire Agreement.....................................................................  62
     9.5.       Several Obligations; Benefits of this Agreement......................................  62
     9.6.       Expenses; Indemnification............................................................  62
     9.7.       Numbers of Documents.................................................................  63
     9.8.       Accounting...........................................................................  63
</TABLE>

                                      -iii-
<PAGE>
<TABLE>
<S>                                                                                                    <C>
     9.9.       Severability of Provisions...........................................................  63
     9.10.      Nonliability of Lenders..............................................................  63
     9.11.      Confidentiality......................................................................  64
     9.12.      Nonreliance..........................................................................  64
     9.13.      Disclosure...........................................................................  64

ARTICLE X.    THE AGENT..............................................................................  64
     10.1.      Appointment; Nature of Relationship..................................................  64
     10.2.      Powers...............................................................................  65
     10.3.      General Immunity.....................................................................  65
     10.4.      No Responsibility for Loans, Recitals, etc...........................................  65
     10.5.      Action on Instructions of Lenders....................................................  65
     10.6.      Employment of Agents and Counsel.....................................................  65
     10.7.      Reliance on Documents; Counsel.......................................................  66
     10.8.      Agent's Reimbursement and Indemnification............................................  66
     10.9.      Notice of Default....................................................................  66
     10.10.     Rights as a Lender...................................................................  66
     10.11.     Lender Credit Decision...............................................................  67
     10.12.     Successor Agent......................................................................  67
     10.13.     Delegation to Affiliates.............................................................  67
     10.14.     Execution of Collateral Documents....................................................  67
     10.15.     Collateral Releases..................................................................  68

ARTICLE XI.   SETOFF; RATABLE PAYMENTS...............................................................  68
     11.1.      Setoff...............................................................................  68
     11.2.      Ratable Payments.....................................................................  68

ARTICLE XII.  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS......................................  68
     12.1.      Successors and Assigns...............................................................  68
     12.2.      Participations.......................................................................  69
            12.2.1.  Permitted Participants; Effect..................................................  69
            12.2.2.  Voting Rights...................................................................  69
            12.2.3.  Benefit of Certain Provisions...................................................  69
     12.3.      Assignments..........................................................................  70
            12.3.1.  Permitted Assignments...........................................................  70
            12.3.2.  Effect; Effective Date..........................................................  70
            12.3.3.  Register........................................................................  70
     12.4.      Dissemination of Information.........................................................  71
     12.5.      Tax Treatment........................................................................  71

ARTICLE XIII. NOTICES  ..............................................................................  71
     13.1.      Notices..............................................................................  71
     13.2.      Change of Address....................................................................  71
</TABLE>

                                      -iv-
<PAGE>
<TABLE>
<S>                                                                                                    <C>
ARTICLE XIV.  COUNTERPARTS...........................................................................  72

ARTICLE XV.   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...........................  72
     15.1.      CHOICE OF LAW........................................................................  72
     15.2.      CONSENT TO JURISDICTION..............................................................  72
     15.3.      WAIVER OF JURY TRIAL.................................................................  72

PRICING SCHEDULE    .................................................................................  74

EXHIBIT A.  FORM OF OPINION..........................................................................  76

EXHIBIT B.  COMPLIANCE CERTIFICATE...................................................................  78

EXHIBIT C           .................................................................................  84

EXHIBIT C - ASSIGNMENT AND ASSUMPTION AGREEMENT......................................................  84

EXHIBIT D.  LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION...........................................  91

EXHIBIT E.  NOTE    .................................................................................  92

SCHEDULE 1.  SUBSIDIARIES AND OTHER INVESTMENTS......................................................  94

SCHEDULE 2.  INDEBTEDNESS AND LIENS..................................................................  95
</TABLE>

                                      -v-