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                                                                   EXHIBIT 10.1





                                CREDIT AGREEMENT


                                      among


                            INTEGRA BANK CORPORATION


                                  as Borrower,


                           THE NORTHERN TRUST COMPANY,


                                    as Agent,


                           and the BANKS named herein


                              As of August 30, 2002




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                                CREDIT AGREEMENT

    CREDIT AGREEMENT dated as of August 30, 2002 among INTEGRA BANK CORPORATION,
an Indiana corporation (the "Borrower"), each of the banks named on the
signature pages hereto under the caption "Banks" (individually, a "Bank" and,
collectively, the "Banks") and THE NORTHERN TRUST COMPANY, as agent for the
Banks (in such capacity, together with its successors in such capacity, the
"Agent").

    WHEREAS, the Borrower has requested that the Agent and Banks make available
to it revolving credit loans in an aggregate amount not exceeding $15,000,000 at
any time, and the Agent and Banks are willing to make available such revolving
credit loans upon the terms and conditions hereof.

    NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.    DEFINITIONS AND ACCOUNTING

    1.1 Defined Terms. As used herein, the following terms shall have the
following meanings (terms defined in this Section 1.1 or in other provisions of
this Agreement in the singular to have correlative meanings when used in the
plural and vice versa):

    "Acquisition" means any transaction or series of related transactions for
the purpose of, or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all the assets of a Person, or of any business or division
of a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interest, membership interest, or equity of any Person, or otherwise
causing any Person to become a Subsidiary, or (c) a merger or consolidation of,
or any other combination with, another Person (other than a Person that is a
Subsidiary), provided that the Borrower or a Subsidiary is the surviving entity.

    "Agreement" means this Credit Agreement, as amended, modified, or
supplemented from time to time.

    "Applicable Lending Office" shall mean, for each Bank and for each type of
Loan, the lending office of such Bank designated for such type of Loan on
Schedule 1 hereto or such other office of such Bank as such Bank may from time
to time specify to the Agent and the Borrower as the office by which its Loans
of such type are to be made and maintained.

    "Applicable Margin" means, for Federal Funds Rate Loans and Eurodollar
Loans, 1.20% per annum and, for Prime Rate Loans, minus 0.75% per annum.

    "Authorized Officer" shall mean, with respect to the giving of a notice of
borrowing pursuant to Section 2.2, each of the Persons named on Schedule 5 and
any other Person identified in a notice from a Person who is then an Authorized
Officer to the Agent as being an "Authorized Officer." Any "Authorized Officer"
shall cease to be such at any time that a Person who is an Authorized Officer
shall provide notice to the Agent that the named Authorized Officer has ceased
to be an Authorized Officer; provided, that the Agent shall be fully protected
in accepting and acting on borrowing notices or other notices from any Person
who is an


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Authorized Officer prior to actual receipt of notice of such cessation
and such notices shall bind the Borrower.

    "Business Day" shall mean any day on which commercial banks are not
authorized or required by law to close in Chicago, Illinois, and, if such day
relates to a Conversion, notice, payment, or other transaction in respect of a
Eurodollar Loan or the first or last day of an Interest Period, a day which is
also a day on which dealings in Dollar deposits are carried out in the London
interbank market.

    "Capital Lease Obligations" shall mean, as to any Person, the obligations of
such Person which are required to be accounted for as capital leases on a
balance sheet of such Person under GAAP and, for purposes of this Agreement, the
amount of such obligations shall be the capitalized amount thereof determined in
accordance with GAAP.

    "Change in Control" shall mean, with respect to any Person, the acquisition
by any Person or two or more Persons acting in concert of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as amended) of 25% or more of the
voting stock of such Person.

    "Code" shall mean the Internal Revenue Code of 1986 as amended from time to
time.

    "Commitment" shall mean, as to each Bank, the obligation of such Bank to
make Loans to the Borrower under this Agreement in an aggregate amount not at
any time exceeding the amount set forth opposite the name of such Bank in the
"Commitment" column in Schedule 1 or, where the context so requires, the amount
of such obligation, as the same may be reduced from time to time pursuant to
Section 2.3 or increased pursuant to Section 2.11.

    "Consolidated Subsidiary" shall mean each Subsidiary (whether now existing
or hereafter created or acquired) the financial statements of which are required
to be consolidated with the financial statements of the Borrower in accordance
with GAAP.

    "Continue," "Continuation," and "Continued" shall refer to the continuation
pursuant to Section 2.4 hereof of a Eurodollar Loan as a Eurodollar Loan from
one Interest Period to the next Interest Period.

    "Convert," "Conversion" and "Converted" shall refer to a conversion pursuant
to Section 2.4 hereof of Loans of one type into Loans of another type.

    "Credit Extension" shall mean the making of any Loan.

    "Default" shall mean an Event of Default or an event that with notice or
lapse of time or both would become an Event of Default.

    "Dollars" and "$" shall mean lawful money of the United States of America.

    "Environmental Laws" shall mean all federal, state, and local laws,
including statutes, regulations, ordinances, codes, rules, and other
governmental restrictions and requirements, relating to the release or discharge
of air pollutants, water pollutants, or process waste water or


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otherwise relating to the environment or hazardous substances or the treatment,
processing, storage, disposal, release, transport, or other handling thereof,
including, but not limited to, the federal Solid Waste Disposal Act, the federal
Clean Air Act, the federal Clean Water Act, the federal Resource Conservation
and Recovery Act, the federal Hazardous Materials Transportation Act, the
federal Comprehensive Environmental Response, Compensation, and Liability Act of
1980, the federal Toxic Substances Control Act, regulations of the Nuclear
Regulatory Agency, and regulations of any state department of natural resources
or state environmental protection agency, in each case as now or at any time
hereafter in effect.

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

    "ERISA Affiliate" shall mean any corporation or trade or business that is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Borrower or is under common control (within
the meaning of Section 414(c) of the Code) with the Borrower.

    "Eurodollar Loans" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "LIBOR Rate."

    "Event of Default" shall have the meaning attributed thereto in Section 9
hereof.

    "Fed Funds Rate Loans" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "Fed Funds
Rate."

    "Fed Funds Rate" shall mean the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers. The Fed Funds Rate shall be determined by the Agent on
the basis of reports by federal funds brokers to, and published daily by, the
Federal Reserve Bank of New York in the Composite Closing Quotations for U.S.
Government Securities. If such publication is unavailable or the Fed Funds Rate
is not set forth therein, the Fed Funds Rate shall be determined on the basis of
any other source reasonably selected by the Agent. The Fed Funds Rate applicable
each day shall be the Fed Funds Rate reported as applicable to federal funds
transactions on that date. In the case of Saturday, Sunday, or legal holiday,
the Fed Funds Rate shall be the rate applicable to federal funds transactions on
the immediately preceding day for which the Fed Funds Rate is reported.

    "GAAP" shall mean generally accepted accounting principles as in effect from
time to time.

    "Guarantee" shall mean (a) a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital, or earnings of any
Person, (b) a guarantee of the payment of dividends or other distributions upon
the stock or other equity interests of any Person, or (c) an agreement to
purchase, sell, or lease (as lessee or lessor) property or services primarily
for the purpose of enabling a debtor to make payment of such debtor's
obligations or to assure a creditor against loss, including causing a bank or
other financial institution to issue a letter of credit or other similar
instrument for the benefit of another Person, but excluding endorsements for
collection or


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deposit in the ordinary course of business. The terms "Guarantee" and
"Guaranteed" shall have correlative meanings.

    "Indebtedness" shall mean, as to any Person: (a) obligations created,
issued, or incurred by such Person in respect of deposits taken or for borrowed
money (whether by loan or by the issuance and sale of certificates of deposit or
debt securities or the sale of property to another Person subject to an
understanding, contingent or otherwise, to repurchase such property from such
Person); (b) obligations of such Person to pay the deferred purchase or
acquisition price of property or services, other than trade accounts payable
(other than for borrowed money) arising in the ordinary course of business so
long as such trade accounts payable are not past due; (c) obligations of others
secured by a Lien on the property of such Person, whether or not the respective
obligations so secured have been assumed by such Person; (d) obligations of such
Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for the account of such Person; (e)
Capital Lease Obligations of such Person; and (f) Indebtedness of others
Guaranteed by such Person.

    "Interest Period" shall mean, with respect to any Eurodollar Loan, each
period commencing on the date such Eurodollar Loan is made or Converted from a
Prime Rate Loan or a Fed Funds Rate Loan or the last day of the next preceding
Interest Period for such Eurodollar Loan and ending on the numerically
corresponding day in the first, second, or third calendar month thereafter, as
the Borrower may select, except that each Interest Period which commences on the
last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;
provided, that each Interest Period which would otherwise end on a day which is
not a Business Day shall end on the next succeeding Business Day or, if such
next succeeding Business Day falls in the next succeeding calendar month, on the
next preceding Business Day.

    "Investment" in any Person shall mean: (a) the acquisition of capital stock,
bonds, notes, debentures, partnership, or other ownership interests, other
securities, or Indebtedness of such Person; (b) any deposit with, or loan or
other extension of credit to, such Person; (c) any Guarantee of Indebtedness or
other liabilities of such Person; and (d) any amount committed to be lent to
such Person.

    "LIBOR Base Rate" shall mean, with respect to any Eurodollar Loans to be
made or Converted from a Prime Rate Loan or a Fed Funds Rate Loan on any day for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/16 of 1%) quoted by the Reference Bank at approximately 11:00
a.m. London time on the date two Business Days prior to the first day of such
Interest Period for the offering by the Reference Bank to leading banks in the
London interbank market of Dollar deposits having a term comparable to such
Interest Period and in an amount comparable to the principal amount of the
Eurodollar Loans to be made or Converted on such day for such Interest Period.
If the Reference Bank does not timely furnish such information for determination
of any LIBOR Base Rate, the "LIBOR Base Rate" shall mean with respect to any
Eurodollar Loans for any Interest Period therefor, the rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) which is the British Bankers
Association's interest settlement rate published on the Dow Jones Telerate
Screen at approximately 11:00 a.m. London time on the date two Business Days
prior to the first day of


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such Interest Period as the rate in the London interbank market for Dollar
deposits having a term comparable to such Interest Period and in an amount
comparable to the principal amount of the Eurodollar Loans to be outstanding for
such Interest Period.

    "LIBOR Rate" shall mean, for any Eurodollar Loan for any Interest Period
therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) determined by the Agent to be equal to (x) the LIBOR Base Rate for such
Loan for such Interest Period divided by (y) the remainder of 1 minus the
Reserve Requirement for such Loan for such Interest Period.

    "Lien" shall mean, with respect to any property of any Person, any mortgage,
lien, pledge, charge, security interest, or encumbrance of any kind in respect
thereof, including the interest of a vendor or lessor under any conditional
sale, security lease, or other title retention agreement with respect to any
property purchased, leased, or otherwise held by such Person.

    "Loan" shall mean each portion of any Revolving Credit Loan made by a Bank
pursuant to Section 2.2 that is subject to a particular interest rate election
(and, in the case of Eurodollar Loans, a particular Interest Period) and any
portion of any thereof that the Borrower has elected to be subject to a
particular interest rate election (and, in the case of Eurodollar Loans, a
particular Interest Period) under Section 2.4.

    "Majority Banks" shall mean at any time Banks holding at least 51% of the
unpaid principal amount of the Loans; provided, that if no Loan is then
outstanding, "Majority Banks" shall mean Banks having at least 51% of the
aggregate amount of the Commitments.

    "Margin Stock" shall mean margin stock within the meaning of Regulations U
and X.

    "Multiemployer Plan" shall mean a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by the Borrower or
any ERISA Affiliate and which is covered by Title IV of ERISA.

    "Nonperforming Loans" shall have the meaning attributed thereto in Section
8.4(d).

    "Northern Trust" shall mean The Northern Trust Company, an Illinois state
bank.

    "Notes" shall mean the promissory notes provided for by Section 2.8 hereof.

    "PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

    "Percentage" shall mean, as to each Bank, the percentage set forth in the
"Percentage" column opposite the name of such Bank in Schedule 1, as the same
may be amended in accordance with this Agreement.

    "Person" shall mean any individual, corporation, company, limited liability
company, voluntary association, partnership, trust, estate, unincorporated
organization, or government (or any agency, instrumentality, or political
subdivision thereof).


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    "Plan" shall mean an "employee pension benefit plan" within the meaning of
Section 3(2) of ERISA other than a Multiemployer Plan.

    "Post-Default Rate" shall mean a rate per annum equal to 2% above the Prime
Rate as in effect from time to time.

    "Prime Rate" shall mean on any day the prime rate established by Northern
Trust and in effect on such day. Each change in the Prime Rate shall be
effective from the date of the announcement by Northern Trust of a change in its
prime rate. Neither the Prime Rate nor the prime rate of Northern Trust is
intended to constitute the lowest rate of interest charged by Northern Trust or
any Bank.

    "Prime Rate Loans" shall mean Loans the interest rates on which are
determined on the basis of the Prime Rate.

    "Quarterly Dates" shall mean the last Business Day of each March, June,
September, and December.

    "Regulations D, U, and X" shall mean, respectively, Regulations D, U, and X
of the Board of Governors of the Federal Reserve System (or any successor), as
the same may be amended or supplemented from time to time.

    "Reference Bank" shall mean Northern Trust.

    "Regulatory Change" shall mean any change after the date of this Agreement
in federal, state, or foreign law or regulations (including, without limitation,
Regulation D) or the adoption, modification, or making after such date of any
interpretation, guideline, directive, or request applying to a Bank (whether or
not having the force of law) by any court or governmental, regulatory, or
monetary authority.

    "Reserve Requirement" shall mean, (a) for any Interest Period for any
Eurodollar Loan, the sum (expressed as a decimal) of the average maximum rate at
which reserves (including any marginal, supplemental, or emergency reserves) are
required to be maintained during such Interest Period under Regulation D by
member banks of the Federal Reserve System against "Eurocurrency liabilities"
and (b) for any Fed Funds Rate Loan or Eurodollar Loan, any other reserves
required to be maintained by such member banks by reason of any Regulatory
Change against (i) any category of liabilities that includes deposits by
reference to which the Fed Funds Rate or the LIBOR Base Rate is to be determined
or (ii) any category of extensions of credit or other assets that includes a Fed
Funds Rate Loan or a Eurodollar Loan.

    "Revolving Credit Loan" shall mean Loans made on or before the Revolving
Credit Commitment Termination Date pursuant to Section 2.2.

    "Revolving Credit Commitment Termination Date" shall mean August 29, 2003,
as such date may be extended pursuant to Section 2.10.

    "Subsidiary" shall mean any Person (a) of which at least a majority of the
outstanding shares of stock or other ownership interests having by the terms
thereof ordinary voting power to


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elect a majority of the board of directors or other governing body of such
Person (irrespective of whether any other class of stock or other ownership
interests might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by the Borrower or (b)
that is a Subsidiary Bank.

    "Subsidiary Bank" shall mean any Person that is an "insured depository
institution" within the meaning of 12 U.S.C.ss.1813(c), as amended, and that is
"controlled" by the Borrower within the meaning of 12 U.S.C.ss.1841(a), as
amended.

    "Tangible Net Worth" shall mean at any date the total shareholders' equity
(including additional paid-in capital, retained earnings, and capital reserves,
but excluding (notwithstanding GAAP) any adjustments made pursuant to Financial
Accounting Standard 115 plus the amount of the Trust Preferred Securities to the
extent treated as Tier 1 Capital of the Borrower under applicable regulations of
the Board of Governors of the Federal Reserve System, minus the cost of common
stock reacquired by the Borrower and other capital accounts of the Borrower at
such date, minus goodwill, patents, trademarks, service marks, trade names,
copyrights, and all intangible assets and all items that are treated as
intangible assets under GAAP or that otherwise fit within the definition of
"intangible assets" in the instructions for call reports of the Federal Deposit
Insurance Corporation ("FDIC").

    "Total Credits" shall mean at any time the sum of the aggregate outstanding
principal amount of Loans.

    "Trust Guarantee" shall mean any guarantee of the Borrower of the Trust
Preferred Securities, which guarantee is subordinate and junior in right of
payment to the prior payment of the obligations of the Borrower hereunder and
under the Notes on terms satisfactory to the Agent.

    "Trust Indebtedness" shall mean Indebtedness of the Borrower payable to the
Trust Issuer or its transferees (a) which is due not earlier than the date
thirty (30) years after its issuance, (b) which may not be redeemed earlier than
five (5) years after issuance, and (c) the payment of which is subordinate and
junior in right of payment to the prior payment of the obligations of the
Borrower hereunder and under the Notes on the terms satisfactory to the Agent.

    "Trust Issuers" shall mean Integra Capital Trust I and Integra Capital Trust
II, each of which is a Delaware statutory business trust.

    "Trust Preferred Securities" shall mean the preferred securities issued by
the Trust Issuers (a) that are subject to mandatory redemption not earlier than
the date thirty (30) years after issuance and (b) that may not be optionally
redeemed earlier than five (5) years after issuance.

    "type" means a type of Loan, i.e. either a Eurodollar Loan, a Federal Funds
Rate Loan or a Prime Rate Loan.

    1.2 Accounting. Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all determinations with respect to accounting
matters hereunder shall be made, and all financial statements and certificates
and reports as to financial matters required to be furnished to the Agent or the
Banks hereunder shall be prepared in accordance with GAAP


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applied on a basis consistent with the audited consolidated financial statements
of the Borrower and the Consolidated Subsidiaries referred to in Section 7.3(a)
hereof (except for changes concurred with by the Majority Banks).

SECTION 2.    THE LOANS

    2.1 Revolving Credit Loans.

         (a) Each Bank severally agrees, on the terms and subject to the
conditions of this Agreement (including without limitation Section 2.1(c)), to
make loans to the Borrower during the period from and including the date hereof
to and including the Revolving Credit Commitment Termination Date in an
aggregate principal amount at any one time outstanding up to but not exceeding
the amount of such Bank's Commitment as then in effect. Subject to the terms of
this Agreement, during such period the Borrower may borrow, repay, and reborrow
the amount of the Commitments from time to time in effect by means of Prime Rate
Loans, Eurodollar Loans, and Fed Funds Rate Loans and may Convert Loans of one
type into Loans of another type or Continue Eurodollar Loans; provided that no
more than six (6) Eurodollar Loans may be outstanding from each Bank at any one
time.

         (b) Revolving Credit Loans may be borrowed pursuant to Section 2.2,
upon notice given by the Borrower.

         (c) Anything in this Agreement to the contrary notwithstanding, the
Banks shall have no obligation to make any Loans if, after giving effect
thereto, the Total Credits would exceed the aggregate amount of the Commitments.

    2.2 Revolving Credit Loans Pursuant to Notice. The Borrower may, subject to
the terms and conditions of this Agreement, borrow Revolving Credit Loans by
notice given by an Authorized Officer to the Agent in accordance with Section
4.5(a). Revolving Credit Loans made pursuant to this Section 2.2 on any day
shall be in an aggregate amount not less than that specified in Section 4.4 and
shall consist of Loans of the same type. Not later than 12:30 p.m. Chicago time
on the date specified for each borrowing under this Section 2.2, each Bank shall
make available the amount of the Loan to be made by it on such date to the
Agent, from such account as it shall specify, in immediately available funds,
for the account of the Borrower. The amount so received by the Agent shall,
subject to the terms and conditions of this Agreement, be made promptly
available to the Borrower by depositing the same, in immediately available
funds, in an account of the Borrower maintained at the Agent.

    2.3 Voluntary Reduction of Commitments. The Borrower shall have the right to
terminate or reduce the aggregate amount of the unused Commitments at any time
or from time to time, provided that: (i) the Borrower shall give notice of each
such termination or reduction as provided in Section 4.5 hereof; (ii) each
partial reduction shall be in an aggregate amount at least equal to $5,000,000
and in integral multiples of $5,000,000 (iii) the aggregate amount of
Commitments shall not be reduced below the Total Credits then outstanding; (iv)
no such reduction shall cause the Commitment of any Bank to be reduced below the
outstanding principal amount of Loans made by such Bank; and (v) Commitments
once terminated or reduced may not be reinstated.



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    2.4 Prepayment, Conversions and Continuations. Subject to Section 5.5
hereof, the Borrower shall have the right to prepay the principal of the Loans
or to Convert Loans of one type into Loans of another type or Continue
Eurodollar Loans as such at any time, provided that: (a) the Borrower shall give
the Agent notice of each such prepayment, Conversion, or Continuation as
provided in Section 4.4 hereof; (b) prepayments shall be in a minimum principal
amount of $1,000,000 and in integral multiples of $1,000,000; and (c) Eurodollar
Loans may be prepaid, Continued, or Converted only on the last day of an
Interest Period therefor.

    2.5 Interest.

         (a) The Borrower promises to pay to the Agent for the account of each
Bank interest on the unpaid principal amount of each Loan made by such Bank for
the period from and including the date of such Loan to, but excluding, the date
such Loan shall be paid in full, (i) while such Loan is a Prime Rate Loan, for
each day at a rate per annum equal to the sum of the Prime Rate as in effect on
such day plus the Applicable Margin; (ii) while such Loan is a Eurodollar Loan,
for each Interest Period relating thereto, at a rate per annum equal to the sum
of the LIBOR Rate for such Loan for such Interest Period plus the Applicable
Margin; and (iii) while such Loan is a Fed Funds Rate Loan for each day, at a
rate per annum equal to the sum of the Fed Funds Rate as in effect on such day
plus the Applicable Margin.

         (b) Notwithstanding the foregoing, the Borrower will pay to the Agent
for the account of the Person entitled thereto interest at the Post-Default Rate
on (i) any principal of any Loan and (ii) (to the fullest extent permitted by
law) any interest or other amount payable by the Borrower hereunder or under any
Note which shall not be paid in full when due (whether at stated maturity, by
acceleration or otherwise), for each day during the period from and including
the due date thereof to but excluding the date the same is paid in full.

         (c) Accrued interest shall be payable in (i) in the case of Prime Rate
Loans, quarterly in arrears on the Quarterly Dates, (ii) in the case of Fed
Funds Rate Loans, monthly in arrears on the last Business Day of the month,
(iii) in the case of a Eurodollar Loan, on the last day of each Interest Period
thereof, and (iv) in the case of any Loan, upon the payment or prepayment
thereof or the Conversion of such Loan to a Loan of another type (but only on
the principal amount so paid, prepaid, or Converted); provided, that interest
payable at the Post-Default Rate shall be payable from time to time on demand
and interest on any Loan that is Converted into a Prime Rate Loan pursuant to
Section 5.4 hereof shall be payable on the date of Conversion (but only to the
extent so Converted).

         (d) Promptly after the determination of any interest rate provided for
herein or any change therein, the Agent shall give notice thereof to the
Borrower.

    2.6 Lending Offices. The Loans of each type made by each Bank shall be made
and maintained at such Bank's Applicable Lending Office for Loans of such type.

    2.7 Several Obligations; Remedies Independent. The obligations of the Banks
under this Agreement are several and the failure of any Bank to make any Loan on
the date specified therefor shall not relieve any other Bank of its obligation
to make the Loan to be made by it on such date, but neither any Bank nor the
Agent shall be responsible for the failure of any other


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Bank to make any Loan. The amounts payable by the Borrower at any time hereunder
and under the Notes to the Agent and each Bank shall be a separate and
independent debt, and the Agent and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Bank or the Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

    2.8 Notes. The obligation of the Borrower to pay principal of and interest
on the Loans made by each Bank hereunder shall be evidenced by a single
promissory note of the Borrower payable to such Bank in substantially the form
of Exhibit A hereto. The date, amount, and type of each Loan made by each Bank,
and the date and amount of each payment made on account of the principal
thereof, shall be recorded by such Bank on its books and, prior to any transfer
of any Note evidencing such Loan held by it, endorsed by such Bank on the
schedule attached to such Note or any continuation thereof; provided, however,
that any failure to so record shall not affect the Borrower's obligations under
this Agreement or the Notes.

    2.9 Business Day Payments. If the due date of any amount payable hereunder
shall fall on a day which shall not be a Business Day, the due date of such
amount shall be postponed to the next Business Day thereafter.

    2.10 Extension of Commitments and Replacement of Banks.

         (a) The Borrower may request an extension of the Revolving Credit
Commitment Termination Date by submitting a request for extension to the Agent
and each Bank (other than a Bank excluded from such request as provided in the
last sentence of this Section 2.10(a)) (each such request being an "Extension
Request") no more than sixty (60) days prior to the then existing Revolving
Credit Commitment Termination Date. The Agent and each Bank receiving such an
Extension Request may, in accordance with such Extension Request but in the
absolute and sole discretion of the Agent and such Bank, agree to extend the
Revolving Credit Commitment Termination Date by delivering to the Borrower and
the Agent an irrevocable notice (a "Consent Notice") to such effect, which
consent shall specifically refer to this Section 2.10 and which shall be given
no later than thirty (30) days prior to the then existing Revolving Credit
Commitment Termination Date (the period between the receipt of the Extension
Notice and the 30-day deadline for response being referred to as the "Consent
Period"). The new Revolving Credit Commitment Termination Date shall be no more
than 364 days after the current Revolving Credit Commitment Termination Date. No
Extension Request shall be effective with respect to a Bank (i) that, by a
notice (a "Withdrawal Notice") to the Borrower and the Agent during the Consent
Period, declines to consent to such extension or (ii) that has failed to respond
to the Borrower and the Agent within the Consent Period or (iii) that was
excluded from the Borrower's Extension Request (each such Bank giving a
Withdrawal Notice or failing to respond in a timely manner or being excluded
from the Borrower's Extension Request being called a "Withdrawing Bank"). So
long as no Default or Event of Default exists, the Borrower may elect to exclude
any Bank from its request for extension of the Revolving Credit Termination Date
pursuant to this Section 2.10(a) by providing a notice to such effect to the
Agent and the Banks.

         (b) The Borrower may replace any Withdrawing Bank during the 25-day
period (the "Replacement Period") commencing at the end of the Consent Period
and ending on (and


                                       10
<PAGE>

including) the date five days before the Revolving Credit Commitment Termination
Date then in effect, provided, that (i) no Default shall have occurred and be
continuing, (ii) the Bank being replaced has been paid in full of all its Loans,
including principal and interest, and other amounts due to it hereunder, (iii)
the aggregate amount of the Commitments shall remain unchanged following such
replacement, (iv) any such replacement bank assumes all the rights and
obligations of a "Bank" hereunder pursuant to such accession documentation as
the Agent shall specify pursuant to Section 2.10(d), and (v) the Agent shall
have consented to such replacement bank, which consent shall not be unreasonably
withheld.

         (c) If the Agent does not timely provide a Consent Notice as to an
Extension Request, or if there is a Withdrawing Bank and the Borrower does not
find a replacement bank which satisfies all the conditions stated in Section
2.10(b) by the end of the Replacement Period, the Revolving Credit Commitment
Termination Date shall not be extended, any Withdrawing Bank shall continue to
be a Bank hereunder, and its Commitments shall expire on the Revolving Credit
Commitment Termination Date as provided herein without giving effect to any
extension. If all of the Banks and the Agent provide a Consent Notice with
respect to an Extension Request and there is no Withdrawing Bank, or if all of
the Banks (other than any Withdrawing Bank) and the Agent give a Consent Notice
and each Withdrawing Bank is replaced by a replacement bank during the
Replacement Period and all the conditions stated in Section 2.10(b) shall be
satisfied with respect to such replacement bank, then the Revolving Credit
Commitment Termination Date shall be extended in accordance with the relevant
Extension Request, the Commitments shall be extended accordingly, and any
Withdrawing Bank shall be discharged from its Commitment and any other
obligation as a Bank which arises after the date which would have been the
Revolving Credit Commitment Termination Date but for such extension.

         (d) Any replacement bank may become a "Bank" under this Agreement by
executing and delivering to the Borrower and the Agent an accession agreement in
form and substance satisfactory to the Agent and the Borrower and such related
documentation as shall be satisfactory in form and substance to the Borrower and
the Agent, pursuant to which such bank shall assume the rights, privileges,
duties, and obligations of a "Bank" hereunder. Upon the effectiveness of any
such accession agreement and related documentation, the acceding bank shall
become a "Bank" for all purposes of this Agreement having the Commitments
specified in such accession agreement.

         (e) The Agent shall promptly provide a copy of each accession agreement
to each of the Banks.

         (f) If any Loans shall be outstanding at the time an accession
agreement becomes effective, the Borrower shall repay such portion of such Loans
and borrow an equal principal amount of new Loans from the Bank which has
acceded so that after giving effect to such prepayment and borrowing the Loans
are held pro rata among the Banks in accordance with the Commitments. The Banks
shall make disbursements among themselves to give effect to such prepayment and
borrowing pursuant to instructions from the Agent. The Borrower shall pay
accrued interest to the date of prepayment on any Loans so prepaid, together
with any amounts payable as a result of such prepayment pursuant to Section 5.5,
such prepayments being due on the date of such prepayments. Any Eurodollar Loans
made by such acceding Bank shall be (if


                                       11
<PAGE>

not made on the first day of the relevant Interest Period(s) for Eurodollar
Loans hereunder) at such rate(s) per annum as shall be set forth in the
accession agreement.

    2.11 Repayment. All principal amounts on the Loans shall be payable on the
Revolving Credit Commitment Termination Date, of, if sooner, as provided in
Section 9.2.

SECTION 3.    THE FEES

    3.1 Facility Fee. The Borrower shall pay to the Agent for the account of
each Bank a facility fee on the amount of such Bank's Commitment, for the period
from and including the date of this Agreement to, but not including the earlier
of the date such Commitment is terminated or the Revolving Credit Commitment
Termination Date, at the rate per annum of 0.25%. The accrued facility fee in
respect of the Commitments shall be payable in arrears on each Quarterly Date
and on the earlier of the date the Commitments are terminated or the Revolving
Credit Commitment Termination Date.

    3.2 Agency Fee. The Borrower shall pay to the Agent for the account of the
Agent such agency fee as shall be agreed between the Agent and the Borrower.

SECTION 4.    THE PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

    4.1 Payments.

         (a) Except to the extent otherwise provided herein, all payments and
prepayments of principal, interest, fees, and other amounts to be made by the
Borrower under this Agreement and the Notes shall be made in Dollars, in
immediately available funds, without deduction, set-off, or counterclaim, to the
Agent at such account as it may specify, not later than 11:00 a.m. Chicago time
on the date on which such payment shall become due (each such payment made after
such time to be deemed to have been made on the next succeeding Business Day).

         (b) Each payment received by the Agent under this Agreement or any Note
for the account of a Bank shall be paid promptly to such Bank, in immediately
available funds, for the account of such Bank's Applicable Lending Office for
the Loan in respect of which such payment is made.

    4.2 Pro Rata Treatment. Except to the extent otherwise provided herein: (a)
the borrowing from the Banks of Loans under Section 2.2 hereof shall be made
from the Banks, and the payment of the facility fee under Section 3 hereof shall
be made for the account of the Banks, and each reduction of the Commitments
pursuant to Section 2.3 hereof shall be applied to the Commitments of the Banks,
pro rata according to the amounts of their respective Percentages; (b) the
making, Conversion, and Continuation of Loans of a particular type (other than
Conversions provided for by Section 5.4 hereof) shall be pro rata among the
Banks according to the amounts of their respective Percentages; (c) each payment
or prepayment of principal by the Borrower shall be made for the account of the
Banks pro rata in accordance with the respective unpaid principal amounts of the
Loans held by the Banks; and (d) each payment of interest on Loans by the
Borrower shall be made for the account of the Banks pro rata in accordance with
the amounts of interest due and payable to the respective Banks.



                                       12
<PAGE>

    4.3 Computations. Interest and fees shall be computed on the basis of a year
of 360 days and actual days elapsed (including the first day but excluding the
last day) occurring in the period for which payable.

    4.4 Minimum Amounts. Except for Conversions or prepayments made pursuant to
Section 5.4 hereof, each borrowing pursuant to Section 2.2, Conversion, and
prepayment of principal of Loans shall be in an amount at least equal to
$1,000,000 and in integral multiples of $1,000,000 (prepayments or Conversions
of or into Loans of different types or, in the case of Eurodollar Loans, having
different Interest Periods at the same time hereunder to be deemed separate
Conversions and prepayments for purposes of the foregoing, one for each type or
Interest Period). Anything in this Agreement to the contrary notwithstanding,
the aggregate principal amount of Eurodollar Loans having the same Interest
Period shall be at least equal to $1,000,000 and if any Eurodollar Loans would
otherwise be in a lesser principal amount for any period, such Loans shall be
Prime Rate Loans during such period.

    4.5 Certain Notices.

         (a) Notices by the Borrower to the Agent of voluntary reductions of the
Commitments, borrowings, Conversions, Continuation and prepayments of Loans, of
type of Loans, and of the duration of Interest Periods shall be irrevocable and
shall be effective only if received by the Agent not later than 10:00 a.m.
Chicago time on the number of Business Days prior to the date of the relevant
reduction, borrowing, Conversion, Continuation or prepayment or the first day of
such Interest Period specified below:

                                                                Business
                  Notice                                        Days Prior
                  ------                                        ----------

                  Reduction of Commitments                        five

                  Borrowing or prepayment of, or
                  Conversions into, Prime Rate Loans
                  or Fed Funds Rate Loans                         same day

                  Borrowing or prepayment of, Conversions
                  into, Continuations as, or duration of
                  Interest Period for, Eurodollar Loans           three

         (b) Each notice of reduction of the Commitments shall specify the
amount of such reduction. Each notice of borrowing, Conversion, Continuation, or
prepayment shall specify the Loans to be borrowed, Converted, Continued, or
prepaid and the amount (subject to Section 4.4 hereof) and type of the Loans to
be borrowed, Converted, Continued, or prepaid and the date of Conversion,
Continuation, or prepayment (which shall be a Business Day). Each such notice of
the duration of an Interest Period shall specify the Loans to which such
Interest Period is to relate. The Agent shall promptly notify the Banks of the
contents of each such notice.

         (c) In the event that the Borrower fails to select the type of Loan or
the duration of any Interest Period for any Eurodollar Loan within the time
period and otherwise as provided


                                       13
<PAGE>

in this Section 4.5, such Loan (if outstanding as a Eurodollar Loan) will be
automatically Converted into a Prime Rate Loan on the last day of the then
current Interest Period for such Loan or will be made as a Prime Rate Loan;
provided, that the Borrower shall continue to have the right to Convert any such
Loan on the terms and conditions of this Agreement.

    4.6 Non-Receipt of Funds by the Agent. Unless the Agent shall have been
notified by a Bank or the Borrower (the "Payor") prior to the date on which the
Payor is scheduled to make a payment to the Agent (a "Required Payment"), which
notice shall be effective upon receipt, that the Payor does not intend to make
the Required Payment to the Agent, the Agent may assume that the Required
Payment has been made and may in reliance upon such assumption (but shall not be
required to) make the amount thereof available to the intended recipient(s) on
such date and, if the Payor has not in fact made the Required Payment to the
Agent, the recipient(s) of such payment shall, on demand, 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 (if the recipient is the Borrower) the Prime Rate for such day, and (if
the recipient is a Bank) the Fed Funds Rate for such day as determined by the
Agent; and if such recipient(s) shall fail promptly to make such payment, the
Agent shall be entitled to recover such amount, on demand, from the Payor,
together with interest as aforesaid at the Prime Rate (if the Payor is the
Borrower) or the Fed Funds Rate (if the Payor is a Bank).

    4.7 Sharing of Payments. If any Bank shall obtain payment in any manner
whatsoever of any principal of or interest on any Loan or any other amount due
hereunder or under the Notes and, as a result of such payment, such Bank shall
have received a greater percentage of the principal or interest or such other
amount then due hereunder or under the Notes by the Borrower to such Bank than
the percentage received by any other Banks, it shall promptly purchase from such
other Banks participations in the Loans made by such other Banks in such amounts
and make such other adjustments from time to time as shall be equitable to the
end that all the Banks shall share the benefit of such excess payment pro rata
in accordance with the unpaid principal and/or interest on the Loans held by
each of the Banks. To such end all the Banks shall make appropriate adjustments
among themselves (by the resale of participations sold or otherwise) if such
payment is rescinded or must otherwise be restored.

SECTION 5.    YIELD, CAPITAL MAINTENANCE AND TAX PROVISIONS

    5.1 Additional Costs.

         (a) The Borrower shall pay directly to each Bank from time to time on
demand such amounts as such Bank may determine to be necessary to compensate it
for any costs which such Bank determines are attributable to its making or
maintaining of any Eurodollar Loans or Fed Funds Rate Loans or its obligation to
make any Eurodollar Loans or Fed Funds Rate Loans hereunder, or any reduction in
any amount received or receivable by such Bank hereunder in respect of any
Eurodollar Loans or Fed Funds Rate Loans or such obligation (such increases in
costs and reductions in amounts received or receivable being herein called
"Additional Costs"), resulting from any Regulatory Change which:



                                       14
<PAGE>

              (i) changes the basis of taxation of any amounts payable to such
Bank under this Agreement or its Note (other than taxes on the overall net
income of such Bank or its Applicable Lending Office imposed by the United
States of America or by the jurisdiction in which such Bank has its principal
office or such Applicable Lending Office);

              (ii) imposes, modifies, or deems applicable any reserve, special
deposit, or similar requirements relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of, such Bank or the
Commitment of such Bank in respect of Eurodollar Loans or Fed Funds Rate Loans;
or

              (iii) imposes any other condition affecting this Agreement or its
Note (or any of such extensions of credit or liabilities) or Commitment in
respect of Eurodollar Loans or Fed Funds Rate Loans.

         (b) Without limiting the effect of the foregoing provisions of this
Section 5.1 (but without duplication), the Borrower shall pay directly to each
Bank from time to time on demand such amounts as such Bank may determine to be
necessary to compensate such Bank or any Person controlling such Bank for any
increased costs which it determines are attributable to the maintenance by such
Bank or such Person (or any Applicable Lending Office) of capital in respect of
such Bank's Commitment or Loans as a result of any Regulatory Change, such
compensation to include, without limitation, an amount equal to any reduction of
the rate of return on assets or equity of such Bank or such Person (or any
Applicable Lending Office) to a level below that which such Bank or such Person
(or any Applicable Lending Office), taking into account their policies
concerning capital adequacy, could have achieved but for such Regulatory Change.

         (c) Each Bank will notify the Borrower of any event occurring after the
date of this Agreement that will entitle such Bank to compensation under
paragraph (a) or (b) of this Section 5.1 as promptly as practicable. Together
with the delivery of such notice, the relevant Bank will furnish to the Borrower
a certificate setting forth the basis and amount of each request by such Bank
for compensation under paragraph (a) or (b) of this Section 5.1. Determinations
and allocations by any Bank for purposes of this Section 5.1 of the effect of
any Regulatory Change, law, regulation, or request of any central bank or other
monetary authority and computations of amounts payable set forth in the
certificate referred to in the preceding sentence shall be made in good faith
and shall be conclusive and binding on the Borrower in the absence of manifest
error.

    5.2 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any LIBOR Base Rate for
any Interest Period for any Eurodollar Loans or determination of the Fed Funds
Rate for any Fed Funds Rate Loans:

         (a) the Agent determines (which determination shall be conclusive) that
quotations of interest rates for the relevant deposits referred to in the
definition of "LIBOR Base Rate" or "Fed Funds Rate," as the case may be, are not
being provided in the relevant amounts or for the relevant maturities for
purposes of determining the LIBOR Base Rate for such Interest Period or the Fed
Funds Rate for such day, as the case may be, as provided herein; or


                                       15
<PAGE>

         (b) any Bank determines (which determination shall be conclusive) and
notifies the Agent that the relevant rates of interest referred to in the
definition of (i) "LIBOR Base Rate" for such Interest Period are not likely to
adequately cover the cost to such Bank of making or maintaining its Eurodollar
Loan for such Interest Period or (ii) "Fed Funds Rate" are not likely to
adequately cover the cost of such Bank of making or maintaining its Fed Funds
Rate Loans; then with respect to Loans of the affected type, the Agent shall
give the Borrower and each Bank prompt notice thereof, and so long as such
condition remains in effect, the affected Banks shall be under no obligation to
make or Continue Loans of the affected type and the Borrower shall either prepay
(on the last day of the current Interest Period for any outstanding Eurodollar
Loans) each affected Bank's Loans of the affected type or Convert (on the last
day of the current Interest Period for any outstanding Eurodollar Loans) such
Loans to a type which are not so affected in accordance with Section 2.4 hereof.

    5.3 Illegality. Notwithstanding any other provision of this Agreement, in
the event that because of any Regulatory Change it becomes unlawful for any Bank
or its Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans or Fed Funds Rate Loans, then such Bank shall promptly notify
the Borrower thereof (with a copy to the Agent) and such Bank's obligation to
make or Continue, or to Convert Loans into, the affected type of Loans or to
make or Convert the affected type of Loans shall be suspended until such time as
such Bank may again make and maintain the affected type of Loans (in which case
the provisions of Section 5.4 hereof shall be applicable).

    5.4 Treatment of Affected Loans.

         (a) If the obligation of any Bank to make or Continue, or to Convert
Loans into, Eurodollar Loans or Fed Funds Rate Loans is suspended pursuant to
Section 5.2 or 5.3 hereof (such Loans being called "Affected Loans" in this
Section 5.4), such Bank's Affected Loans shall be automatically Converted into
Prime Rate Loans on the last day(s) of the then current Interest Period(s)
unless sooner required under the Regulatory Change referred to in Section 5.3
and, unless and until such Bank gives notice as provided below that the
circumstances specified in Section 5.2 or 5.3 hereof which gave rise to such
Conversion no longer exist:

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

              (ii) all Loans which would otherwise be made or Continued by such
Bank as Affected Loans shall be made or Continued instead as Prime Rate Loans
and all Loans of such Bank which would otherwise be Converted into Affected
Loans shall remain as Prime Rate Loans.

         (b) If such Bank gives notice to the Borrower (with a copy to the
Agent) that circumstances specified in Section 5.2 or 5.3 hereof which gave rise
to the Conversion of such Bank's Affected Loans pursuant to this Section 5.4 no
longer exist (which such Bank agrees to do promptly upon such circumstances
ceasing to exist) at a time when Affected Loans are outstanding, such Bank's
Prime Rate Loans shall be automatically Converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding Affected Loans to the
extent


                                       16
<PAGE>

necessary so that, after giving effect thereto, all Affected Loans are held pro
rata (as to principal amounts, types and Interest Periods) in accordance with
the Commitments.

    5.5 Compensation.

         (a) The Borrower shall pay to the Agent for the account of each Bank,
upon the demand of such Bank through the Agent, such amount or amounts as shall
be sufficient (in the reasonable opinion of such Bank) to compensate it for any
loss, cost or expense which such Bank determines are attributable to (i) any
payment, prepayment or Conversion of a Eurodollar Loan made by such Bank for any
reason (including, without limitation, the acceleration of the Loans pursuant to
Section 9 hereof) on a date other than the last day of an Interest Period for
such Loan; or (ii) any failure by the Borrower for any reason (including,
without limitation, the failure of any of the conditions precedent specified in
Section 6 hereof to be satisfied) to borrow a Eurodollar Loan from such Bank on
the date of the making of such Loan specified as provided in this Agreement.

         (b) Without limiting the effect of Section 5.5(a), such compensation
shall include an amount equal to the excess, if any, of (i) the amount of
interest which otherwise would have accrued on the principal amount so paid,
prepaid or Converted or not borrowed for the period from the date of such
payment, prepayment, Conversion or failure to borrow to the last day of the then
current Interest Period for such Loan (or, in the case of a failure to borrow,
the Interest Period for such Loan which would have commenced on the date
specified for such borrowing) at the applicable rate of interest for such Loan
over (ii) the interest component of the amount such Bank would have bid in the
London interbank market for Dollar deposits of leading banks in amounts
comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Bank).

         (c) Any Bank requesting compensation pursuant to this Section 5.5 shall
provide to the Borrower a certificate showing its computation of the amount
requested, which shall be conclusive and binding on the Borrower in the absence
of manifest error.

    5.6 Taxes. The Borrower covenants and agrees that:

         (a) All payments on account of the principal of and interest on the
Loans and all other amounts payable by the Borrower under or in respect of this
Agreement or the Notes or the letter agreement referred to in Section 3.2
hereof, including amounts payable under paragraph (c) of this Section 5.6, shall
be made free and clear of and without reduction by reason of any present or
future income, stamp and other taxes, levies, deductions, charges and
withholdings whatsoever imposed, assessed, levied or collected by any state,
nation or other governmental authority (other than taxes on the overall net
income of such Bank or its Applicable Lending Office imposed by the United
States of America or the jurisdiction in which such Bank has its principal
office or such Applicable Lending Office, such excluded taxes being called
"Excluded Taxes"), or any political subdivision or taxing authority thereof or
therein (each, a "Taxing Authority"), and interest thereon and penalties with
respect thereto, if any, on or in respect of (i) this Agreement, the Notes, the
Commitments, the Loans or the letter agreement referred to in Section 3.2
hereof, (ii) the registration, notarization or other formalization of any
thereof, (iii) any payments of principal, interest, charges, fees or other
amounts made on, under or in


                                       17
<PAGE>

respect thereof, or (iv) any of the income, profits or revenues of the Agent,
any Bank or any Applicable Lending Office as a result of the transactions
contemplated hereby other than Excluded Taxes (collectively, "Taxes"), all of
which will be paid by the Borrower, for its own account, prior to the date on
which penalties attach thereto.

         (b) The Borrower will indemnify the Agent and each Bank against, and
reimburse the Agent and each Bank on demand for, any Taxes and any loss,
liability, claim or expense, including interest, penalties and legal fees, which
the Agent or any Bank may incur at any time arising out of or in connection with
any failure of the Borrower to make any payment of Taxes when due.

         (c) In the event that the Borrower is required by applicable law,
decree or regulation to deduct or withhold any Taxes from any amount payable on,
under or in respect of this Agreement or the Notes or the letter agreement
referred to in Section 3.2 hereof, the Borrower shall withhold such amount and
pay it to the relevant Taxing Authority and shall pay to the Agent or the Banks
such additional amount as may be required, after such deduction or withholding,
to enable the Agent or the Banks to receive from the Borrower an amount equal to
the full amount stated to be payable under this Agreement or the Notes or the
letter agreement referred to in Section 3.2 hereof.

         (d) The Borrower shall furnish to the Agent original or certified
copies of tax receipts in respect of any withholding of Taxes required under
this Section 5.6 within thirty (30) days after the date of the payment of
interest or other amount in respect of which any withholding was required to be
made, and the Borrower shall promptly furnish to the Agent any other
information, documents and receipts that the Agent may require, in its sole
discretion from time to time, to establish to its satisfaction that full and
timely payment has been made of all Taxes required to be paid hereunder.

         (e) The covenants and agreements of the Borrower under this Section 5.6
shall survive the repayment of the Loans and payment of other amounts payable
under this Agreement, the Notes and the letter agreement referred to in Section
3.2 hereof.

         (f) At least five Business Days prior to the first date on which
interest or fees are payable hereunder for the account of any Bank, each Bank
that is not incorporated under the laws of the United States of America or a
state thereof agrees that it will deliver to each of the Borrower and the Agent
two duly completed copies of United States Internal Revenue Service Form W-8BEN,
W-8ECI or W-8IMY, certifying in either case that such Bank is entitled to
receive payments under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes. Each Bank which is so
obligated to deliver a Form W-8BEN, W-8ECI or W-8IMY further undertakes to
deliver to each of the Borrower and the Agent two additional copies of such form
(or a successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Borrower or the Agent, in
each case certifying that such Bank is entitled to receive payments under this
Agreement and the Notes 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


                                       18
<PAGE>

such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Bank from duly completing and
delivering any such form with respect to it and such Bank 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.

SECTION 6.    CONDITIONS PRECEDENT

    6.1 Initial Credit Extension. The obligation of each Bank to make its
initial Loan hereunder is subject to the receipt by the Agent of the following
documents and payments, each of which documents shall be satisfactory to the
Agent in form and substance:

         (a) Corporate Action. Certified copies of the articles of incorporation
and by-laws of the Borrower and all corporate action taken by the Borrower
authorizing this Agreement and the Notes and the borrowing by the Borrower
hereunder (including a certificate setting forth the resolutions of the Board of
Directors of the Borrower authorizing the transactions contemplated hereby of
the secretary or assistant secretary of the Borrower).

         (b) Incumbency. A certificate secretary or assistant secretary of the
Borrower naming and setting forth the specimen signature of each of the officers
of the Borrower (i) who is authorized to sign on its behalf this Agreement or
the Notes and (ii) who is (A) an Authorized Officer or (B) who will, until
replaced by another officer or officers duly authorized for that purpose, act as
its representative for the purposes of signing documents and giving notices and
other communications (other than notices required to be given by an Authorized
Officer) in connection with this Agreement and the transactions contemplated
hereby.

         (c) Officer's Certificate. A certificate of a senior officer of the
Borrower dated the date of the initial Credit Extension to the effect that on
and as of such date: (i) no Default shall have occurred and be continuing; and
(ii) the representations and warranties made by the Borrower in Section 7 hereof
are true and correct with the same force and effect as if made on and as of such
date.

         (d) Opinion of Counsel of Borrower. An opinion of counsel of the
Borrower, substantially in the form of Exhibit B hereto.

         (e) Notes. The Notes, duly completed and executed.

         (f) Approvals. Certified copies of any filings, authorizations,
approvals, licenses, consents or registrations necessary in order for the
Borrower to execute, deliver and perform this Agreement or the Notes.

         (g) Fee Letter and Payments. An executed copy of the letter agreement
referred to in Section 3.2, payment of any agency fee then due under that letter
agreement, and payment of any other fee which is then due and payable pursuant
to this Agreement.

         (h) Other Documents. Such other documents as the Agent or any Bank may
reasonably request.





                                       19
<PAGE>
     6.2 Initial and Subsequent Credit Extensions. The obligation of each Bank
to make any Loan (including its initial Loan) and agree to any Continuation of
Eurodollar Loans is subject to the further conditions precedent that, both
immediately prior to such Credit Extension or Continuation and also after giving
effect thereto: (a) no Default shall have occurred and be continuing; and (b)
the representations and warranties made by the Borrower in Section 7 hereof
shall be true and correct on and as of the date of such Credit Extension or
Continuation with the same force and effect as if made on and as of such date.
Each notice of borrowing or Continuation notice given by the Borrower hereunder
shall constitute a certification by the Borrower to the effect set forth in
clauses (a) and (b) in the preceding sentence.

SECTION 7.    REPRESENTATIONS AND WARRANTIES

    To induce the Agent and the Banks to enter into this Agreement and make
Credit Extensions, the Borrower represents and warrants to the Agent and the
Banks that:

    7.1 Organization. The Borrower is a corporation duly existing under the laws
of the State of Indiana; each Subsidiary (including without limitation, each
Subsidiary Bank) is a corporation duly existing under the laws of the
jurisdiction of its incorporation; the Borrower and each Subsidiary are duly
qualified, in good standing and authorized to do business in each jurisdiction
where the failure to so qualify would have a material adverse effect on the
Borrower or such Subsidiary; and the Borrower and each Subsidiary have all
necessary power and authority to own their properties and to carry on their
businesses as now being conducted.

    7.2 Authorization; No Conflict; Binding Effect. The borrowing of Loans, the
execution and delivery of the Notes, and the performance by the Borrower of its
obligations under this Agreement and the Notes are within the Borrower's
corporate powers, have been authorized by all necessary corporate action, have
received all necessary governmental approvals (if any shall be required), and do
not and will not contravene or conflict with any provision of law or of the
charter or by-laws of the Borrower or any Subsidiary or of any agreement binding
upon the Borrower or any Subsidiary. This Agreement is, and each Note upon its
execution and delivery will be, legal, valid and binding obligations of the
Borrower that are enforceable in accordance with their respective terms.

    7.3 Financial Statements. The Borrower has supplied copies of the following
financial or other statements to each of the Banks:

         (a) The Borrower's audited consolidated financial statements as at
December 31, 2001.

         (b) The Borrower's unaudited consolidated financial statements for the
six-month period ended June 30, 2002.

         (c) copy of the Borrower's Quarterly Report or Form 10-Q as filed with
the Securities and Exchange Commission for its fiscal quarter ended June 30,
2002.

Such statements have been prepared in conformity with GAAP applied on a basis
consistent with that of the preceding fiscal year or three-month period, as the
case may be, and accurately present the financial condition of the Borrower and
its Consolidated Subsidiaries as at such dates


                                       20
<PAGE>

and the results of their operations for the respective periods then ended
subject, in the case of such interim statements, to normal year-end adjustments
and the provision of footnotes. Since December 31, 2001, no material, adverse
change in the business, properties, assets, operations, conditions, or prospects
of the Borrower or any Subsidiary has occurred. There are no known contingent
liabilities of the Borrower or any Subsidiary which are known to be in an
aggregate amount in excess of $1,000,000 (excluding loan commitments, letters of
credit, and other contingent liabilities incurred in the ordinary course of the
banking business) that are not disclosed or reflected in such financial
statements or on Schedule 2.

    7.4 Taxes. The Borrower and each Subsidiary have filed or caused to be filed
all federal, state, and local tax returns, if any, which are required to be
filed, and have paid or have caused to be paid all taxes, including those shown
on such returns or on any assessment received by them, to the extent that such
taxes have become due (except for current taxes not delinquent and taxes being
contested in good faith and by appropriate proceedings and as to which no
foreclosure, distraint, sale, or similar proceedings have been commenced). The
Borrower and each Subsidiary have set up reserves in accordance with GAAP which
are adequate for the payment of additional taxes for years which have not been
audited by the respective tax authorities.

    7.5 Liens. None of the assets owned, leased or otherwise held by the
Borrower or any Subsidiary is subject to any Lien, except for Liens permitted by
Section 8.6.

    7.6 Adverse Contracts. Neither the Borrower nor any Subsidiary is a party to
any agreement or instrument or subject to any charter or other corporate
restriction, nor is it subject to any judgment, decree or order of any court or
governmental body, that may have a material and adverse effect on the business,
assets, liabilities, financial condition, operations, or business prospects of
the Borrower and its Subsidiaries taken as a whole or on the ability of the
Borrower to perform its obligations under this Agreement or any Note. Neither
the Borrower nor any Subsidiary has, nor with reasonable diligence should have
had, knowledge of or notice that it is in default in the performance, observance
or fulfillment of any of the obligations, covenants, or conditions contained in
any such agreement, instrument, restriction, judgment, decree, or order.

    7.7 Regulation U. The Borrower is not engaged principally in, nor is one of
the Borrower's important activities, the business of extending credit for the
purpose of purchasing or carrying "margin stock" within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System as now and
from time to time hereinafter in effect.

    7.8 Litigation and Contingent Liabilities. No litigation (including
derivative actions), arbitration proceedings, or governmental proceedings are
pending or threatened against the Borrower or any Subsidiary that would (singly
or in the aggregate), if adversely determined, have a material and adverse
effect on the business, assets, liabilities, financial condition, continued
operations, or business prospects of the Borrower or any Subsidiary, except as
set forth in Schedule 2.

    7.9 Subsidiaries. The Borrower's only Subsidiary Bank and all other
Subsidiaries as of the date of this Agreement are listed in Schedule 3 to this
Agreement. Except as set forth on


                                       21
<PAGE>

Schedule 3, all of the Subsidiaries are Consolidated Subsidiaries. The
additional descriptive information set forth on Schedule 3 is true and correct.

    7.10 Bank Holding Company. The Borrower has complied in all respects with
all federal, state and local laws pertaining to bank holding companies,
including without limitation the Bank Holding Company Act of 1956, as amended,
and there are no conditions precedent or subsequent to its engaging in the
business of being a registered bank holding company.

    7.11 ERISA.

         (a) The Borrower and the ERISA Affiliates and the plan administrator of
each Plan covering any employees of the Borrower or any Subsidiary have
fulfilled in all material respects their respective obligations under ERISA and
the Code with respect to such Plan and such Plan is currently in compliance with
the applicable provisions of ERISA and the Code except, in each case, for such
matters which in the aggregate do not have a material adverse effect on the
Borrower's financial condition.

         (b) With respect to each Plan covering any employees of the Borrower or
any Subsidiary, there has been no (i) "reportable event" within the meaning of
Section 4043 of ERISA and the regulations thereunder which is not subject to the
provision for waiver of the 30-day notice requirement to the PBGC; (ii) failure
to make or properly accrue any contribution which is due to any Plan; (iii)
action under Section 4041 of ERISA to terminate any Plan; (iv) withdrawal from
any Plan with two or more contributing sponsors or the termination of any such
Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v)
institution by PBGC of proceedings to terminate any Plan, or the occurrence of
any event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; (vi)
the imposition of liability pursuant to Sections 4062(e), 4069 or 4212(c) of
ERISA; (vii) complete or partial withdrawal (within the meaning of Sections 4003
and 4205 of ERISA) from any Plan which is a Multiemployer Plan that is in
reorganization or insolvency pursuant to Sections 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Sections 4041A or 4042 of ERISA;
(viii) prohibited transaction described in Section 406 of ERISA or 4975 of the
Code which could give rise to the imposition of any material fines, penalties,
taxes or related charges which in the aggregate have a material adverse effect
on the Borrower's financial condition; (ix) assertion of a claim (other than
routine claims for benefits) against any Plan (other than a Multiemployer Plan)
which could reasonably be expected to be successful; (x) receipt from the
Internal Revenue Service of notice of the failure of any Plan to qualify under
Section 401(a) of the Code, or the failure of any trust forming part of any Plan
to fail to qualify for exemption from taxation under Section 501(a) of the Code,
if applicable; or (xi) imposition of a Lien pursuant to Section 401(a)(29) or
412(n) of the Code or Section 302(f) of ERISA.

    7.12 Environmental Laws.

         (a) The Borrower and each of its Subsidiaries have obtained all
permits, licenses and other authorizations which are required under all
Environmental Laws and are in compliance in all respects with all applicable
Environmental Laws, except where failure to comply could not



                                       22
<PAGE>

have a material adverse effect on the ability of the Borrower to perform its
obligations hereunder and under the Notes.

         (b) On or prior to the date hereof, no notice, demand, request for
information, citation, summons or order has been issued, no complaint has been
filed, no penalty has been assessed and no investigation or review is pending or
threatened by any governmental or other Person with respect to any alleged or
suspected failure by the Borrower or any of its Subsidiaries to comply in any
material respect with any Environmental Laws or any liability thereunder, which
complaint, investigation or review if adversely determined to the Borrower could
not have a material adverse effect on the ability of the Borrower to perform its
obligations hereunder and under the Notes.

         (c) There are no Liens arising under or pursuant to any Environmental
Laws on any of the property owned or leased by the Borrower or any of its
Subsidiaries.

         (d) There are no conditions existing currently or anticipated to exist
during the term of this Agreement which would subject the Borrower or any of its
Subsidiaries or any of their property to any Lien, damages, penalties,
injunctive relief, or cleanup costs under any Environmental Laws or which
require or are likely to require cleanup, removal, remedial action, or other
responses by the Borrower and its Subsidiaries pursuant to Environmental Laws.

    7.13 FDIC Insurance. The deposits of each Subsidiary Bank of the Borrower
are insured by the FDIC and no act has occurred which would adversely affect the
status of such Subsidiary Bank as an FDIC insured bank.

    7.14 Investigations. Neither the Borrower nor any Subsidiary is under
investigation by, or is operating under any restrictions imposed by or agreed to
with, any regulatory authority other than routine examination (s) by regulatory
authorities having jurisdiction over Borrower or such Subsidiary or except as
described in writing to the Agent prior to the date of this Agreement.

SECTION 8.    COVENANTS

    The Borrower agrees that, so long as the Commitments are in effect and until
payment in full of the Loans and all other amounts payable by the Borrower
hereunder and under the Notes the Borrower will, and will cause each Subsidiary
to:

    8.1 Existence, Mergers, Etc. Preserve and maintain its corporate,
partnership or joint venture (as applicable) existence; take all steps to become
and remain duly qualified, validly existing in good standing and authorized to
do business in each jurisdiction where failure to do so might have a material
adverse effect on the consolidated condition or prospects of the Borrower and
its Consolidated Subsidiaries; and not liquidate, dissolve, or merge or
consolidate with or into any other Person, or sell, lease, transfer or otherwise
dispose of all or a substantial part of its assets other than in the ordinary
course of business, except that:

         (a) Any Subsidiary may merge or consolidate with or into Borrower or
any one or more wholly-owned Subsidiaries of Borrower if the Borrower or such
wholly-owned Subsidiary is the survivor of such transaction;



                                       23
<PAGE>

         (b) Any Subsidiary may sell, lease, transfer or otherwise dispose of
any of its assets to Borrower or one or more wholly-owned Subsidiaries;

         (c) Subject to Section 8.8(c), any Subsidiary may merge or consolidate
with any other Person if (i) immediately prior and subsequent thereto, no
Default shall have occurred and be continuing, (ii) such Subsidiary shall be the
surviving Person and (iii) following such merger or consolidation, the Borrower
shall continue to own the same or a greater percentage of the stock or other
ownership interests of such Subsidiary as it owned immediately prior to such
merger; and

         (d) Any Subsidiaries or the assets of any Subsidiaries may be sold, so
long as the aggregate value of said assets and such Subsidiaries sold in any
fiscal year shall not exceed $5,000,000 provided, however that the Subsidiary
Bank may sell or otherwise dispose of (i) any loans, investments, servicing
rights or other assets in the ordinary course of its business and (ii) up to
$10,000,000 in loans previously identified as held for sale.

    8.2 Reports, Certificates and Other Information. Furnish (or cause to be
furnished) to each Bank:

         (a) Interim Reports. Within forty-five (45) days after the end of each
quarter of each fiscal year of the Borrower, a copy of an unaudited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries prepared
on a consolidated basis consistent with the consolidated financial statements of
the Borrower and its Consolidated Subsidiaries referred to in Section 7.3(b),
signed by the President, the Chief Financial Officer or the Treasurer of the
Borrower and consisting of at least: (i) a consolidated balance sheet as at the
close of such quarter; and (ii) consolidated statements of earnings and cash
flows for such quarter and for the period from the beginning of such fiscal year
to the close of such quarter (provided that so long as the common stock of the
Borrower is listed for trading on NASDAQ, the foregoing requirement as to the
Borrower's consolidated financial statements may be satisfied by delivery of the
Borrower's Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission.

         (b) Audit Report. Within ninety (90) days after the end of each fiscal
year of the Borrower, a copy of an annual report of the Borrower and its
Consolidated Subsidiaries prepared on a consolidated basis and in conformity
with GAAP applied on a basis consistent with the consolidated financial
statements of the Borrower and its Consolidated Subsidiaries referred to in
Section 7.3(a), duly audited by independent certified public accountants of
recognized standing satisfactory to the Agent, accompanied by an opinion without
significant qualification.

         (c) Certificates. Contemporaneously with the furnishing of a copy of
each annual report and of each quarterly statement provided for in Sections
8.2(a) and (b), a certificate dated the date of such annual report or such
quarterly statement and signed by either the President, the Chief Financial
Officer or the Treasurer of the Borrower to the effect that no Default has
occurred and is continuing, or, if there is any such Default, describing it and
the steps, if any, being taken to cure it, and containing a computation of, and
showing compliance with, any financial ratio or restriction contained in this
Agreement.



                                       24
<PAGE>

         (d) Loan Reserve Analysis. Promptly after review by the Board of
Directors of the Borrower and in any event not later than 45 days after each
fiscal quarter end, the loan reserve analysis for the Borrower and its
Subsidiaries.

         (e) Reports to SEC and to Shareholders. Copies of each filing and
report made by the Borrower or any Subsidiary with or to any securities exchange
or the Securities and Exchange Commission and of each communication from the
Borrower or any Subsidiary to shareholders generally, promptly upon the filing
or making thereof.

         (f) Notice of Default, Litigation, Environmental and ERISA Matters.
Immediately upon learning of the occurrence of any of the following, written
notice describing the same and the steps being taken by Borrower or any
Subsidiary affected in respect thereof: (i) the occurrence of a Default, which
notice shall specify such Default and state that it is a "Notice of Default,"
or; (ii) the institution of, or any adverse determination in, any litigation,
arbitration or governmental proceeding which is material to Borrower or any
Subsidiary on a consolidated basis; (iii) the occurrence of any event or
condition specified in Section 7.11(b), (iv) the receipt of any notice, demand,
request for information, citation, summons, order, complaint or assessment or
the initiation of any investigation or review of the kind specified in Section
7.12(b); (v) the issuance of any cease and desist order, written agreement,
cancellation of insurance, or other public enforcement or administrative action
by the FDIC or other regulatory entity; or (vi) the issuance of any memorandum
of understanding or proposed disciplinary action from the FDIC or other
regulatory entity, to the extent it is permitted to disclose such information to
the Agent and the Banks, the Borrower agreeing to use reasonable efforts to
obtain any necessary regulatory consent to such disclosure.

         (g) Other Information. From time to time such other information,
financial or otherwise, concerning the Borrower or any Subsidiary as the Agent
or any Bank may reasonably request.

    8.3 Inspection. Permit the Agent or any Bank and its agents at any time
during normal business hours to inspect their properties and to inspect and make
copies of their books and records, any such inspection to be at the expense of
the Borrower if an Event of Default has occurred and is continuing.

    8.4 Financial Requirements.

         (a) Net Worth. Maintain at all times a minimum consolidated Tangible
Net Worth equal to at least $215,000,000 at all times.

         (b) Indebtedness to Net Worth. Not permit the Borrower's total
Indebtedness (specifically excluding the Indebtedness of the Borrower's
Subsidiaries) at any time to exceed thirty-five percent (35%) of its Tangible
Net Worth (provided that nothing in this paragraph shall permit the Borrower to
incur Indebtedness except as specifically permitted elsewhere in this
Agreement).

         (c) Net Income to Average Assets. Not permit as at any fiscal quarter
end the ratio of (i) consolidated net income of the Borrower and its
Subsidiaries for the fiscal quarter


                                       25
<PAGE>

then ending multiplied by four to (ii) the average assets of the Borrower and
its Subsidiaries, during said fiscal quarter to be less than 0.60%.

         (d) Nonperforming Assets. Not permit all assets of the Borrower, all
Subsidiary Banks and other Subsidiaries classified as "non-performing" (which
shall include (i) all loans in non-accrual status, more than ninety (90) days
past due in principal or interest, restructured or renegotiated, or listed as
"other restructured" (all such loans being called "Nonperforming Loans") and
(ii) "other real estate owned") on the FDIC or other regulatory agency call
report to at any time exceed two and one half percent (2.50%) of all loans and
"other real estate owned" of the Borrower and its Consolidated Subsidiaries.

         (e) Loan Loss Reserves Ratio. Cause the Borrower and its Consolidated
Subsidiaries to maintain on a consolidated basis as at the last day of each
fiscal quarter of each fiscal year a ratio of loan loss reserves to
Nonperforming Loans of at least 100%.

         (f) Well Capitalized. Remain at all times "well capitalized" for
purposes of the Federal Deposit Insurance Corporation Improvement Act of 1991
and any regulations issued thereunder (including 12 C.F.R. ss.565.4), as amended
or supplemented from time to time (it being understood that if the term "well
capitalized" is not directly applicable to a bank holding company, for the
purpose of this Section, it shall be assumed to be so applicable and calculated
accordingly).

    8.5 Indebtedness. Not incur, permit to remain outstanding, assume or in any
way become committed for Indebtedness (including, but not limited to,
Indebtedness in respect of money borrowed from financial institutions, but
excluding deposits), except: (i) Indebtedness incurred hereunder; (ii)
Indebtedness existing on the date of this Agreement shown on the financial
statements furnished to Agent before this Agreement was signed; (iii)
Indebtedness of the Subsidiary Banks arising in the ordinary course of the
banking business of the Subsidiary Banks; (iv) Indebtedness incurred by the
Borrower or any Subsidiary to the Borrower or any other Subsidiary; (v)
Guarantees of the Borrower of the obligations of any Subsidiary to the extent
required in the normal course of such Subsidiary's business, by regulations
applicable to the Borrower or such Subsidiary or in connection with the
commercial real property leases of such Subsidiary and (vi) the Trust
Indebtedness and Trust Guarantee in amounts not in excess of $52,500,000 at any
time outstanding.

    8.6 Liens. Not create, suffer or permit to exist any Lien upon any of their
assets now or hereafter owned or acquired (specifically including but not
limited to the capital stock of any Subsidiary), except: (i) Liens existing on
the date of this Agreement and described on Schedule 4; (ii) Liens of landlords,
contractors, laborers or supplymen, tax liens, or liens securing performance or
appeal bonds, or other similar liens or charges arising out of Borrower's or a
Subsidiary's business, provided that tax Liens are removed before related taxes
become delinquent and other Liens are promptly removed, in either case unless
contested in good faith and by appropriate proceedings, and as to which adequate
reserves shall have been established in accordance with GAAP and no foreclosure,
sale or similar proceedings have commenced; and (iii) Liens on the assets of any
Subsidiary arising in the ordinary course of its business.



                                       26
<PAGE>

    8.7 Taxes. Pay and discharge all taxes, assessments and governmental charges
or levies imposed upon them, upon their income or profits or upon any properties
belonging to them, prior to the date on which penalties attach thereto, and all
lawful claims for labor, materials and supplies when due, except that no such
tax, assessment, charge, levy or claim need be paid which is being contested in
good faith by appropriate proceedings as to which adequate reserves shall have
been established in accordance with GAAP, and no foreclosure, sale or similar
proceedings have commenced.

    8.8 Investments. Not make any Investments, except that Borrower and any
Subsidiary may:

         (a) make Investments in the Subsidiary Banks;

         (b) make Investments in Subsidiaries other than Subsidiary Banks (other
than Guarantees of Indebtedness of Subsidiaries, except as permitted by Section
8.5);

         (c) make or acquire Investments in order to consummate Acquisitions,
provided that (i) after giving effect to such Acquisition, no Default shall have
occurred and be continuing, (ii) such Acquisitions are undertaken in accordance
with all applicable requirements of law; and (iii) the prior, effective written
consent or approval to such Acquisition of the board of directors or equivalent
governing body of the acquiree is obtained. Upon the Borrower's or such
Subsidiary's purchase or other acquisition of fifty percent (50%) or more of the
voting stock of any bank, such bank shall thereupon become a "Subsidiary Bank"
for all purposes under this Agreement;

         (d) in the case of the Trust Issuers, purchase the Trust Indebtedness
and, in the case of the Borrower, issue the Trust Guarantee; and

         (e) make other Investments permitted by applicable governmental laws
and regulations.

Nothing in this Section 8.8 shall prohibit the Borrower or any Subsidiary from
making loans, advances, or other extensions of credit in the ordinary course of
business upon substantially the same terms as heretofore extended by them in
such business or upon such terms as may at the time be customary in the
Borrower's or such Subsidiary's business.

    8.9 Capital Structure. The Borrower shall continue to own, directly or
indirectly, the same (or greater) percentage of the stock or other ownership
interests in each Subsidiary that it held on the date of this Agreement as set
forth in Schedule 3, and no Subsidiary shall issue any additional stock or other
ownership interests, options or warrants in respect thereof, or securities
convertible into such securities or interests, other than to the Borrower or its
employees or employees of the relevant Subsidiary.

    8.10 Maintenance of Properties. Maintain, or cause to be maintained, in good
repair, working order and condition, all their properties (whether owned or held
under lease), and from time to time make or cause to be made all needed and
appropriate repairs, renewals, replacements, additions, and improvements
thereto, so that the business carried on in connection therewith may be properly
and advantageously conducted at all times.



                                       27
<PAGE>

    8.11 Insurance. Maintain insurance in responsible companies in such amounts
and against such risks as is required by law and such other insurance, in such
amount and against such hazards and liabilities, as is prudent taking into
consideration the business of the Borrower and its Subsidiaries. Each Subsidiary
Bank shall have its deposits insured by the FDIC.

    8.12 Use of Proceeds.

         (a) Margin Regulations. Not use or permit any proceeds of the Loans to
be used, either directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of "purchasing or carrying any margin stock" within the
meaning of Regulations U or X of the Board of Governors of the Federal Reserve
System, as amended from time to time. If requested by any Bank, Borrower and any
Subsidiary will furnish to such Bank a statement in conformity with the
requirements of Federal Reserve Form U-1. No part of the proceeds of the Loan
will be used for any purpose which violates or is inconsistent with the
provisions of Regulation U or X of the Board of Governors.

         (b) Tender Offers and Going Private. Not use (or permit to be used) any
proceeds of any Credit Extension to acquire any security in any transaction
which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as
amended, or any regulations or rulings thereunder.

         (c) Permitted Uses. The proceeds of the Loans shall be used solely for
the Borrower's general corporate and working capital purposes, including the
making of loans to Subsidiaries, the funding of Acquisitions as provided in
Section 8.8(c) and stock repurchases.

    8.13 Compliance with Laws. Comply and cause each Subsidiary to be in
compliance with all laws and regulations (whether federal, state or local and
whether statutory, administrative, judicial or otherwise) and with every
governmental order or similar action (whether administrative or judicial),
specifically, including but not limited to the Bank Holding Company Act of 1956,
as amended, and with the existing regulations of the Federal Reserve Board
relating to bank holding companies and excluding any non-compliance which would
not be reasonably likely to have a material and adverse effect on the business,
assets, liabilities, financial condition, continued operations, or business
prospects of the Borrower or any Subsidiary.

SECTION 9.    EVENTS OF DEFAULT

    9.1 Events of Default. One or more of the following events shall constitute
an event of default hereunder and under the Notes (each, an "Event of Default"):

         (a) Nonpayment. The Borrower shall fail to make any payment of
principal when due or any payment of interest, fees or other amounts within five
days of when due, payable hereunder or under any Note or the letter agreement
referred to in Section 3.2 hereof;

         (b) Cross-Default. There shall occur any default or event of default
with respect to, or any event that might become such with notice or the passage
of time or both, or any similar event with respect to, or any event that
requires the prepayment of, Indebtedness of the Borrower or any Subsidiary in
the aggregate amount of $5,000,000 or more or the acceleration of the


                                       28
<PAGE>

maturity thereof under the terms of any evidence of Indebtedness or other
agreement issued or assumed or entered into by the Borrower or any Subsidiary,
or under the terms of any indenture, agreement or other instrument under which
any such Indebtedness in the aggregate amount of $5,000,000 or more is
evidenced, issued, assumed, secured, or guaranteed, and such default, event of
default or event shall continue beyond any applicable period of grace;

         (c) Dissolutions, etc. The Borrower or any Subsidiary Bank shall fail
to comply with Section 8.1 hereof or the Borrower or any Subsidiary Bank shall
take any corporate action to approve any action or omission that would result in
such a failure;

         (d) Warranties. Any representation, warranty, schedule, certificate,
financial statement, report, notice, or other writing furnished by or on behalf
of the Borrower or any Subsidiary to the Agent or any Bank is false or
misleading in any material respect on the date as of which the facts therein set
forth are stated or certified;

         (e) Change in Control. A Change in Control shall have occurred with
respect to the Borrower;

         (f) ERISA. An event or condition specified in Section 7.11(b) shall
occur or exist with respect to any Plan or Multiemployer Plan if as a result of
such event or condition, together with all other such events or conditions, the
Borrower or any ERISA Affiliate shall incur or in the opinion of the Majority
Banks shall be reasonably likely to incur a liability to a Plan, a Multiemployer
Plan or the PBGC (or any combination of the foregoing) which is, in the
determination of the Majority Banks, material in relation to the consolidated
financial condition, business, operations or prospects taken as a whole of the
Borrower and its Consolidated Subsidiaries;

         (g) Judgments. (i) One or more non-interlocutory judgments,
non-interlocutory orders, decrees of arbitration awards is entered against the
Borrower or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $5,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 10 days after
the entry thereof.

              (ii) Any non-monetary judgment, order or decree is entered against
the Borrower or any Subsidiary which does or would reasonably be expected to
have a material and adverse effect on the business, assets, liabilities,
financial condition, continued operations or business prospects of the Borrower
or any Subsidiary, and there shall be a period of 10 consecutive days during
which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect.

         (h) Cease and Desist Order or Other Action. The FDIC or any other
federal or state regulatory authority shall issue a cease and desist order or
take other action of a disciplinary or remedial nature against the Borrower or
any Subsidiary and such order or other action shall be reasonably likely to have
a material adverse effect on the financial condition or continued operations of
the Borrower or any Subsidiary or there shall occur with respect to any
Subsidiary


                                       29
<PAGE>

Bank any event which is grounds for the required submission of a capital
restoration plan under 12 U.S.C. ss.1831o(e)(2) and the regulations thereunder,
as amended;

         (i) Noncompliance with this Agreement. The Borrower shall fail to
comply with any provision of this Agreement, which failure does not otherwise
constitute an Event of Default, and (if such Event of Default is capable of
being cured) such failure shall continue for 10 days;

         (j) Bankruptcy -- Filing of Petition. The Borrower or any Subsidiary
shall file a petition or answer or consent seeking relief under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
applicable federal, state or foreign bankruptcy law or other similar law, or the
Borrower or any Subsidiary shall consent to the institution of proceedings
thereunder or the filing of any such petition or to the appointment or taking
possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator
or similar official of the Borrower or any Subsidiary or the Borrower or any
Subsidiary shall take any corporate action to approve any of the foregoing;

         (k) Bankruptcy -- Entry of Order for Relief. There shall be entered a
decree or order by a court constituting an order for relief in respect of the
Borrower or any Subsidiary under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal, state or
foreign bankruptcy law or other similar law, or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official of
the Borrower or any Subsidiary or of any substantial part of their respective
properties, or ordering the winding-up of or liquidation of the affairs of the
Borrower or any Subsidiary or ordering the merger or consolidation of the
Borrower or any Subsidiary with or into any other entity, and any such decree or
order shall continue unstayed and in effect for a period of 30 consecutive days;
or

         (l) Insolvency. The Borrower or any Subsidiary shall become insolvent
or shall fail or be unable to pay its debts as they mature, or shall admit in
writing its inability to pay its debts as they mature, or shall make a general
assignment for the benefit of its creditors, or shall enter into any composition
or similar agreement, or shall suspend the transaction of all or a substantial
portion of its usual business, or any Subsidiary Bank shall have its charter to
operate as a bank or savings and loan association revoked, shall be closed by
any regulatory authority, or shall cease to have deposits insured by the FDIC.

    9.2 Remedies. Upon the occurrence of any Event of Default set forth in
subsections (a) through (i) of Section 9.1 and during the continuance thereof,
the Agent, on request of the Majority Banks, shall declare the Commitments to be
terminated and/or declare the Loans and any other amounts payable hereunder and
under the Notes to the Agent and the Banks to be immediately due and payable,
whereupon the Commitments shall be forthwith terminated and/or the Loans and any
other amounts payable hereunder and under the Notes shall forthwith become due
and payable. Upon the occurrence of any Event of Default set forth in
subsections (j) through (l) of Section 9.1, the Commitments shall be immediately
and automatically terminated and the Loans and any other amounts owed to the
Agent and the Banks hereunder and under the Notes shall be immediately and
automatically due and payable without action of any kind on the part of Agent or
any Bank. The Borrower expressly waives diligence, presentment, demand, notice,
or protest of any kind in connection herewith.



                                       30
<PAGE>

SECTION 10.   THE AGENT

    10.1 Appointment, Powers and Immunities. Each Bank hereby irrevocably
appoints and authorizes the Agent to act as its agent hereunder and under the
Notes with such powers as are specifically delegated to the Agent by the terms
of this Agreement, together with such other powers as are reasonably incidental
thereto. The Agent: (a) shall not have any duties or responsibilities except
those expressly set forth in this Agreement, and shall not by reason of this
Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks
for any recitals, statements, representations or warranties contained in this
Agreement, the Notes, or in any certificate or other documents referred to or
provided for in, or received by any of them under, this Agreement, the Notes, or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement, any Note or any other document referred to or
provided for herein or for any failure by the Borrower or any other Person to
perform any of its obligations hereunder or thereunder; (c) shall not be
required to initiate or conduct any litigation or collection proceedings
hereunder; and (d) shall not be responsible for any action taken or omitted to
be taken by it hereunder or under any other document or instrument referred to
or provided for herein or in connection herewith, except for its own gross
negligence or willful misconduct. The Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith. The Agent
may deem and treat the payee of any Note as the holder thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
shall have been filed with the Agent.

    10.2 Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by telephone
or telecopy) believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Agent. As to any matters not expressly provided for by this Agreement,
the Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder in accordance with instructions signed by the Majority Banks,
and such instructions of the Majority Banks and any action taken or failure to
act pursuant thereto shall be binding on all of the Banks.

    10.3 Defaults. The Agent shall not be deemed to have knowledge or notice of
the occurrence of a Default unless the Agent has received notice from the
Borrower specifying such Default and stating that such notice is a "Notice of
Default." In the event that the Agent receives such a notice of the occurrence
of a Default, the Agent shall give prompt notice thereof to the Banks. The Agent
shall (subject to Section 10.1 and Section 10.7 hereof) take such action with
respect to such Default as shall be directed by the Majority Banks, provided
that, unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall deem advisable in the best
interest of the Banks.

    10.4 Rights as a Bank. With respect to its Commitment and its Loans,
Northern Trust in its capacity as a Bank hereunder shall have the same rights
and powers hereunder as any other Bank and may exercise the same as though it
were not acting as the Agent, and the term "Bank" or "Banks" shall, unless the
context otherwise indicates, include Northern Trust in its individual capacity.
Northern Trust and its affiliates may (without having to account therefor to any
Bank)


                                       31
<PAGE>

accept deposits from, lend money to and generally engage in any kind of banking,
trust or other business with the Borrower (and any of its affiliates) as if it
were not acting as the Agent, and Northern Trust and its affiliates may accept
fees (including the agency fee contemplated by Section 3.2) and other
consideration from the Borrower for services in connection with this Agreement
or otherwise without having to account for the same to the Banks.

    10.5 Indemnification. The Banks agree to indemnify the Agent (to the extent
not reimbursed under Section 11.3 hereof, but without limiting the obligations
of the Borrower under said Section 11.3), ratably in accordance with their
respective Percentages, for any and all 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 this
Agreement, the Notes or any other documents contemplated by or referred to
herein or the transactions contemplated hereby (including, without limitation,
the costs and expenses which the Borrower is obligated to pay under Section 11.3
hereof but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or of any such
other documents, provided that no Bank shall be liable for any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of the
Agent.

    10.6 Non-Reliance on Agent and other Banks. Each Bank agrees that it has,
independently and without reliance on the Agent or any other Bank, and based on
such documents and information as it has deemed appropriate, made its own credit
analysis of the Borrower and its Subsidiaries and decision to enter into this
Agreement and accept its Note and that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement and
its Note. The Agent shall not be required to keep itself informed as to the
performance or observance by the Borrower of this Agreement or any other
document referred to or provided for herein or to inspect the properties or
books of the Borrower or any of its Subsidiaries. Except for notices, reports
and other documents and information expressly required to be furnished to the
Banks by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition or business of the Borrower or any
of its Subsidiaries (or any of their affiliates) which may come into the
possession of the Agent or any of its affiliates.

    10.7 Failure to Act. Except for action expressly required of the Agent
hereunder, the Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall receive further assurances to its
satisfaction from the Banks of their indemnification obligations under Section
10.5 hereof against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action.

    10.8 Resignation of Agent. Subject to the appointment and acceptance of a
successor Agent as provided below, the Agent may resign at any time by giving
forty-five (45) days' notice thereof to the Agent, the Banks and the Borrower.
Upon any such resignation, the Majority Banks shall have the right to appoint a
successor to the resigning Agent; provided, that such successor is satisfactory
to the Agent in its discretion. If no successor shall have been so



                                       32
<PAGE>

appointed by the Majority Banks and shall have accepted such appointment within
forty-five (45) days after the Agent's giving of notice of resignation, then the
resigning Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be a bank which has an office in Chicago, Illinois and which has capital,
surplus and undivided profits of at least $250,000,000. Upon the acceptance of
any appointment as the 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 Agent, and the resigning Agent shall be
discharged from its duties and obligations hereunder. After the resigning
Agent's resignation hereunder, the provisions of this Section 10 shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Agent.

SECTION 11.   MISCELLANEOUS

    11.1 Waiver. No failure on the part of the Agent or any Bank to exercise, no
delay in exercising, and no course of dealing with respect to, any right, power
or privilege under this Agreement or any Note shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

    11.2 Notices. Except as otherwise provided in this Agreement, all notices
and other communications provided for herein shall be given or made in writing
and telecopied, mailed or delivered to the notice address of the intended
recipient set forth on the signature pages hereof, or as to any party, at such
other address as shall be designated by such party in a notice to each other
party. Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given when properly transmitted by telecopier
or personally delivered or, in the case of a mailed notice, upon receipt, in
each case given or addressed as aforesaid.

    11.3 Expenses, Etc. The Borrower agrees to pay or reimburse each of the
Banks and the Agent for: (a) all reasonable out-of-pocket costs and expenses of
the Agent (including, without limitation, the reasonable fees and expenses of
Mayer, Brown, Rowe & Maw, special counsel to the Agent) in connection with (i)
the negotiation, preparation, execution and delivery of this Agreement and the
Notes, and (ii) any amendment, modification or waiver of any of the terms of
this Agreement or any of the Notes; (b) all reasonable costs and expenses of the
Banks and the Agent (including reasonable counsels' fees (which counsel may be
employees of the Agent or the Banks)) in connection with any Default and any
enforcement or collection proceedings resulting therefrom; and (c) all transfer,
stamp, documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement, the Notes or any
other document referred to herein.

    11.4 Amendments, Etc. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be waived, amended or modified
only by an instrument in writing signed by the Borrower, the Agent and the
Majority Banks; provided that no amendment, modification or waiver shall, unless
by an instrument signed by the Agent and all of the Banks: (a) increase or
extend the term of the Commitments, except as provided in Section 2.10, or
extend the Revolving Credit Commitment Termination Date, (b) extend any date
fixed for the payment of any principal of or interest on any Loan or any fee,
(c) reduce the amount of any



                                       33
<PAGE>

payment of principal thereof or the rate at which interest is payable thereon or
any fee is payable hereunder, (d) alter the terms of this Section 11.4 or of
Section 11.6(a), (e) amend the definition of the term "Majority Banks" or (f)
waive any of the conditions precedent set forth in Section 6 hereof.

    11.5 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.

    11.6 Assignments and Participations.

         (a) The Borrower may not assign its rights or obligations hereunder or
under the Notes without the prior consent of all of the Banks and the Agent.

         (b) No Bank may assign any of its Loans, its Note or its Commitment
without the prior consent of the Borrower and the Agent; provided, that (i) any
such assignment shall be in the amount of $1,000,000 or an integral multiple of
$500,000 in excess thereof; (ii) no Bank may assign in the aggregate more than
49% of the greatest amount of its Commitment after the date hereof, (iii) the
Bank making such assignment shall pay a processing fee to the Agent in the
amount of $2,000, (iv) such assigning Bank shall also simultaneously assign to
such assignee Bank the same proportion of each of its Loans then outstanding
(together with the same proportion of its Note then outstanding) and (v) no
consent of the Borrower shall be required in respect of any assignment (A) at
any time that an Event of Default shall have occurred and be continuing or (B)
to any Bank or affiliate of any Bank. In addition, any Bank may at any time,
without the consent of the Borrower or the Agent, assign all or any portion of
its rights under this Agreement and its Note to a Federal Reserve Bank;
provided, that no such assignment to a Federal Reserve Bank shall release the
transferor Bank from its obligations hereunder. Upon written notice to the
Borrower and the Agent of an assignment permitted by the provisos of the
preceding sentence (which notice shall identify the assignee Bank, the amount of
the assigning Bank's Commitment and Loans assigned in detail reasonably
satisfactory to the Agent) and upon the effectiveness of any assignment
consented to by the Borrower and the Agent, the assignee shall have, to the
extent of such assignment (unless otherwise provided in such assignment with the
consent of the Borrower and the Agent), the obligations, rights and benefits of
a Bank hereunder holding the Commitment and Loans (or portions thereof) assigned
to it (in addition to the Commitment and Loans, if any, theretofore held by such
assignee) and the assigning Bank shall, to the extent of such assignment, be
released from the Commitment (or portions thereof) so assigned.

         (c) A Bank may sell or agree to sell to one or more other Persons a
participation in all or any part of any Loan held by it or Loans made or to be
made by it, in which event each such participant shall not have any rights or
benefits under this Agreement or any Note (the participant's rights against such
Bank in respect or such participation to be those set forth in the agreement
(the "Participation Agreement") executed by such Bank in favor of the
participant). All amounts payable by the Borrower to any Bank under Section 5
hereof shall be determined as if such Bank had not sold or agreed to sell any
participations in such Loan and as if such Bank were funding the portion of such
Loan in which no participations have been sold. In no event shall a Bank that
sells a participation be obligated to the participant under the Participation
Agreement to take or refrain from taking any action hereunder or under such
Bank's Note except


                                       34
<PAGE>

that such Bank may agree in the Participation Agreement that it will not,
without the consent of the participant, agree to (i) the increase or extension
of the term, or the extension of the time or waiver of any requirement for the
reduction or termination, of such Bank's Commitment, (ii) the extension of any
date fixed for the payment of principal of or interest on the related Loan or
Loans or any fee (if the participant is entitled to any part thereof), (iii) the
reduction of any payment of principal thereof, or (iv) the reduction of the rate
at which either interest is payable thereon or (if the participant is entitled
to any part thereof) commitment fee is payable hereunder to a level below the
rate at which the participant is entitled to receive interest or a commitment
fee (as the case may be) in respect of such participation.

         (d) A Bank may furnish any non-public information concerning the
Borrower or any of its subsidiaries in the possession of such Bank from time to
time to actual or prospective assignees and participants; provided that such
recipient shall agree with such Bank (on behalf of itself and each of its
affiliates, directors, officers, employees and representatives) that (A) the
information so furnished will not be used by it except in connection with this
Agreement and (B) it shall use reasonable precautions, in accordance with its
customary procedures for handling confidential information and in accordance
with safe and sound banking practices, to keep such information confidential,
provided that nothing in such agreement shall limit the disclosure of such
information (i) to the extent required by statute, rule, regulation or judicial
process, (ii) to its counsel or to counsel for any of the Banks or the Agent,
(iii) to bank examiners, auditors or accountants or other professional advisors,
(iv) to the Agent or any other Bank, (v) in connection with any litigation to
which the Agent or any one or more of the Banks is a party or (vi) to the extent
such information has become public (other than by its breach of such agreement).

    11.7 Survival. The obligations of the Borrower under Sections 5.1, 5.5 and
11.3 hereof shall survive the repayment of the Loans and the termination of the
Commitments.

    11.8 Captions. The table of contents and captions and Section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.

    11.9 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
one or more of such counterparts.

    11.10 Jurisdiction, Service of Process.

         (a) Any suit, action or proceeding against the Borrower with respect to
this Agreement or the Notes or any judgment entered by any court in respect of
any thereof may be brought in the courts of the State of Illinois located in
Cook County or in the U.S. District Court for the Northern District of Illinois
as the Agent or any Bank may elect, and the Borrower hereby submits to the
non-exclusive jurisdiction of each such court for the purpose of any such suit,
action or proceeding. The Borrower consents to the service of process upon it in
any such suit, action or proceeding by regular first class mail addressed to it
at its address specified in Section 11.2. The foregoing shall not, however,
limit the right of the Agent or any Bank to serve process in any other manner
permitted by law or to commence any suit, action or proceeding or to obtain
execution of judgment in any appropriate jurisdiction. Without limiting the
foregoing,


                                       35
<PAGE>

the Borrower further agrees that the Agent or any Bank may at their option
submit any dispute which may arise in connection with this Agreement or the
Notes to any other court having jurisdiction over the Borrower or the Borrower's
property.

         (b) The Borrower hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the Notes brought in the courts
of the State of Illinois located in Cook County or the U.S. District Court for
the Northern District of Illinois, and hereby further irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

    11.11 Set-off. The Borrower agrees that in addition to any right of
recoupment, set-off, banker's lien or counterclaim the Agent or any Bank may
otherwise have, the Agent and each Bank shall be entitled to offset deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and other claims of the Borrower at any of the Agent's
or such Bank's offices, in Dollars or in any other currency, against any amount
payable to the Agent or such Bank hereunder which is not paid when due
(regardless of whether such deposits and other claims are then due).

    11.12 Governing Law. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF ILLINOIS.

    11.13 Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.















                                       36
<PAGE>

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































                                       37
<PAGE>

                     INTEGRA BANK CORPORATION
                     By: /s/ Michael T. Vea
                     Name: Michael T. Vea
                     Title: Chairman, President and CEO

                     Address:21 S. E. Third Street
                     Evansville, Indiana 47705
                     Telecopier No. (812) 464-9825
                     Attention:  Michael T. Vea,
                     Chairman, President and CEO
                     Telephone No.  (812) 464-9604


                     THE NORTHERN TRUST COMPANY,
                     as Agent


                     By: /s/ Alisa A. Waxman
                     Name: Alisa A. Waxman
                     Title: Vice President
                     Address:                   50 South LaSalle Street
                                                Chicago, Illinois  60675

                     Telecopier No.:            (312) 557-8337

                     Attention:                 Alisa A. Waxman
                                                Vice President

                     Telephone No.:(312) 557-1273

                     BANKS:

                     THE NORTHERN TRUST COMPANY
                     By: /s/ Alisa A. Waxman
                     Name: Alisa A. Waxman
                     Title: Vice President
                     Address:                   50 South LaSalle Street
                                                Chicago, Illinois  60675

                     Telecopier No.:            (312) 557-8337

                     Attention:                 Alisa A. Waxman
                                                Vice President

                     Telephone No.:             (312) 557-1273




                                       38
<PAGE>

                                                                      Schedule 1


INFORMATION CONCERNING BANKS
----------------------------


        Name and Notice       Commitment     Percentage        Applicable
        Address of Bank       ----------     ----------     Lending Offices
        ---------------                                     ---------------

The Northern Trust Company    $7,500,000       100%     For all Loans:
                                                        50 South LaSalle Street
                                                        Chicago, Illinois  60675





































                                       S-1