AMENDED AND RESTATED CREDIT AGREEMENT,



                          dated as of November 1, 1997



                                      among



                             ANDREW CORPORATION and

                 DESIGNATED SUBSIDIARIES OF ANDREW CORPORATION,

                                  as Borrowers,

                                       and

                    CERTAIN COMMERCIAL LENDING INSTITUTIONS,

                                 as the Lenders,

                                       and



             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

                          as the Agent for the Lenders.




<PAGE>
                     AMENDED AND RESTATED CREDIT AGREEMENT


           THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 1,
1997 among (i) ANDREW CORPORATION, a Delaware corporation (the "COMPANY") and
Designated Subsidiaries (hereafter defined) of the Company as are now or may
hereafter become parties hereto (collectively, together with the Company, the
"BORROWERS"), (ii) the various financial institutions as are now or may become
parties hereto (collectively, the "LENDERS"), and (iii) BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION ("B OF A"), as agent (the "AGENT") for the
Lenders.


                              W I T N E S S E T H:


           WHEREAS, pursuant to the Credit Agreement dated as of June 16, 1993,
as amended (as so amended the "EXISTING Agreement"), the Company has obtained
Commitments from the Lenders to make Loans; and

           WHEREAS, the parties hereto have agreed to amend and restate the
Existing Agreement so as to, among other things, (a) reduce the maximum
aggregate "Commitment Amount" (hereafter defined) at any one time outstanding
from $75,000,000 to $50,000,000, and (b) remove from the Existing Agreement the
provisions for Loans by B of A to the Designed Joint Ventures.

           NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and subject to the terms and conditions hereof, the Existing Agreement
is hereby restated in its entirety, and the parties hereto, intending to be
legally bound hereby, further agree as follows:


                                   ARTICLE I.

                        DEFINITIONS AND ACCOUNTING TERMS

           SECTION 1.1. DEFINED TERMS. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):


           "AGENT" is defined in the PREAMBLE and includes each other Person as
shall have subsequently been appointed as the successor Agent pursuant to
SECTION 9.4.

           "AGREEMENT" means, on any date, this Amended and Restated Credit
Agreement as originally in effect on the Amendment Effective Time and as
thereafter from time to time amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

           "ALTERNATE REFERENCE RATE" means, on any date and with respect to all
Reference Rate Loans, a fluctuating rate of interest per annum (rounded upward
to the next highest 1/8 of 1% if not already an integral multiple of 1/8 of 1%)
equal to the higher of (a) the rate of interest most recently announced by the
Agent at its Domestic Office as its Reference Rate; or (b) the Market Federal
Funds Rate most recently determined by the Agent plus one-half percent (.50)%.
<PAGE>
           The Alternate Reference Rate is not necessarily intended to be the
lowest rate of interest determined by the Agent in connection with extensions of
credit. For purposes of this Agreement (i) any change in the Alternate Reference
Rate due to a change in the Reference Rate shall be effective on the date such
change in the Reference Rate is announced and (ii) any change in the Alternate
Reference Rate due to a change in the Market Federal Funds Rate shall be
effective on the effective date of such change in the Market Federal Funds Rate.
If for any reason the Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Market Federal Funds Rate for any reason, including, without limitation, the
inability or failure of the Agent to obtain sufficient bids or publications in
accordance with the terms hereof, the Alternate Reference Rate shall be the
Reference Rate until the circumstances giving rise to such inability no longer
exist. The Agent will give notice promptly to the Company and the Lenders of
changes in the Alternate Reference Rate.

           "AMENDMENT EFFECTIVE TIME" means, the time when the conditions for
the effectiveness of this amendment and restatement are met.

           "ASSIGNEE LENDER" is defined in SECTION 10.11.1.

           "AUTHORIZED CORPORATE OFFICER" means, relative to any Obligor, those
of its officers whose signatures and incumbency shall have been certified to the
Agent and the Lenders pursuant to SECTION 5.1.1.

           "AUTHORIZED CORPORATE OFFICIAL" means, relative to any Obligor and
any action to be taken on behalf of any Obligor, any Authorized Corporate
Officer of such Obligor and any other employee of such Obligor duly designated
and authorized by an Authorized Corporate Officer to take such action.


           "B OF A" means Bank of America National Trust and Savings
Association.

           "BANKING DAY" means (a) any day which is neither a Saturday or Sunday
nor a legal holiday on which banks are authorized or required to be closed in
Chicago, Illinois, (b) relative to the making, continuing, prepaying or repaying
of (i) any Eurodollar Rate Loans, any day on which dealings in Eurodollars are
carried on in the interbank eurodollar market and (ii) any Eurocurrency Loans,
any day on which dealings in the applicable currency are carried on in both the
country of issue of such currency and in the country where payment or
disbursement thereof is to be made.

           "BORROWER" is defined in the PREAMBLE.

           "BORROWING" means Loans of the same Type and, in the case of Fixed
Rate Loans, having the same Interest Period, made by all Lenders on the same
Banking Day and pursuant to the same Borrowing Request in accordance with
SECTION 2.1 and 2.3.

           "BORROWING REQUEST" means a loan request and certificate duly
executed by an Authorized Officer of the Company substantially in the form of
EXHIBIT B hereto.

           "CAPITALIZED LEASE LIABILITIES" of any Person means the amount of all
capitalized monetary obligations of such Person under any Capitalized Lease,
determined in accordance with GAAP, and the stated maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior
to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.
<PAGE>
           "CASH EQUIVALENT INVESTMENT" means, at any time as to any Person, any
investment that is classified under GAAP as a short term investment and is
consistent with such Person's internal guidelines regarding liquidity and short
term investments.

           "CASH FLOW TO CONSOLIDATED FUNDED DEBT RATIO" means, with respect to
the Company and its Subsidiaries at any date of determination thereof for any
period, the ratio of (a) "cash flow from operations" of the Company and its
consolidated Subsidiaries for such period (as indicated in the consolidated
financial statements of the Company and its Subsidiaries delivered pursuant to
SECTION 7.1.1) TO (b) the sum as of the last day of such period of (i) the
Company's Consolidated Funded Debt plus (ii) the Contingent Liabilities of the
Company and its consolidated Subsidiaries determined on a consolidated basis.

           "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 as amended by the Superfund Amendments and
Reauthorization Action of 1986, as thereafter amended.

           "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

           "CHANGE IN CONTROL" means the acquisition by any Person, or two or
more Persons acting in concert (other than any Person or Persons included in a
majority of the Persons named as "Executive Officers" of the Company in the most
recent proxy statement or annual report or Form 10-K filed by the Company with
the Securities and Exchange Commission, or any successors to such person who
were duly elected by the Company's Board of Directors (at least a majority of
the members of which shall be the same persons who constituted a majority of the
directors during the 12 months preceding such election)) of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934) of more than fifty percent (50%) of
the outstanding shares of voting stock of the Company.
           "CODE" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time.

           "COMMITMENT" means, relative to any Lender, such Lender's obligation
to make Loans pursuant to SECTION 2.1.1.

           "COMMITMENT AMOUNT" means, on any date, $50,000,000 (in Dollars
and/or Dollar Equivalent), as such amount may be reduced from time to time
pursuant to SECTION 2.2.1.

           "COMMITMENT TERMINATION DATE" means:

                             (a)  the Stated Maturity Date;

                             (b)  the date on which the Commitment Amount is
                        terminated in full or reduced to zero pursuant to
                        SECTION 2.2.1; and

                             (c)  the date on which any Commitment Termination
                        Event occurs.

Upon the occurrence of any event described in CLAUSE (B) or (C), the Commitments
shall terminate automatically and without further action.
<PAGE>
           "COMMITMENT TERMINATION EVENT" means

                             (a)  the occurrence of any Default described in
                        CLAUSES (A) through (E) of SECTION 8.1.9 with respect to
                        the Company or any Subsidiary; or

                             (b)  the occurrence and continuance of any other
                        Event of Default and either

                                     (i)  the declaration of the Loans to be due
                                and payable pursuant to SECTION 8.3, or

                                     (ii) in the absence of such declaration,
                                the giving of notice by the Agent, acting at the
                                direction of the Required Lenders, to the
                                Company, that the Commitments have been
                                terminated.

           "COMPANY" is defined in the PREAMBLE.

           "COMPANY GUARANTY" means a Guaranty executed and delivered by the
Company pursuant to SECTION 5.2.4. substantially in the form of EXHIBIT C
hereto, as amended, supplemented restated or otherwise modified from time to
time.

           "CONSOLIDATED CURRENT LIABILITIES" means, with respect to any Person
at any date of determination thereof, the consolidated current liabilities of
such Person and its consolidated Subsidiaries as determined in accordance with
GAAP.

           "CONSOLIDATED FUNDED DEBT" means, with respect to any Person at any
date of determination thereof, the sum on such date of (a) such Person's
Consolidated Long-Term Debt and (b) the aggregate present values of the
principal portion of all Capitalized Lease Liabilities of such Person and its
consolidated Subsidiaries on a consolidated basis.

           "CONSOLIDATED LONG-TERM DEBT" means, with respect to any Person at
any date of determination thereof, Indebtedness of such Person and its
consolidated Subsidiaries which is included in CLAUSES (A), (C) and (F) of the
definition of Indebtedness, the final maturity of which is more than twelve (12)
months after such date of determination.

           "CONSOLIDATED NET ASSETS" means, with respect to any Person at any
date of determination thereof, such Person's Consolidated Total Assets MINUS
such Person's Consolidated Current Liabilities.

           "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the net income of such Person and its consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.

           "CONSOLIDATED NET WORTH" means, with respect to any Person at any
date of determination thereof, the total of shareholders' equity (including
capital stock, additional paid-in capital and retained earnings after deducting
treasury stock) of such Person and its consolidated Subsidiaries at such date
determined on a consolidated basis in accordance with GAAP.

           "CONSOLIDATED TANGIBLE NET WORTH" means, with respect to any Person
at any date of determination thereof, (a) Consolidated Total Assets of such
Person at such date minus (b) the sum at such date of (i) Consolidated Total
Liabilities of such Person plus (ii) the aggregate Intangibles of such Person
and its consolidated Subsidiaries determined on a consolidated basis.
<PAGE>
           "CONSOLIDATED TOTAL ASSETS" means, with respect to any Person at any
date of determination thereof, the total amount of all assets of such Person and
its consolidated Subsidiaries determined on a consolidated basis in accordance
with GAAP.

           "CONSOLIDATED TOTAL CAPITALIZATION" means, with respect to any Person
at any date of determination thereof, the sum on such date of (a) Consolidated
Funded Debt of such Person plus (b) Consolidated Tangible Net Worth of such
Person.

           "CONSOLIDATED TOTAL LIABILITIES" means, with respect to any Person at
any date of determination thereof, the total of all items which, in accordance
with GAAP, would be included as liabilities on the liability side of the
consolidated balance sheet of such Person and its consolidated Subsidiaries.


           "CONTINGENT LIABILITY" means, with respect to any Person, any
agreement, undertaking or arrangement by which such Person guarantees, endorses
or otherwise becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) the indebtedness, obligation or any other liability of any other
Person (other than by endorsements of instruments in the course of collection),
or guarantees the payment of dividends or other distributions upon the shares of
any other Person. The amount of any Person's obligation under any Contingent
Liability shall (subject to any limitation set forth therein) be deemed to be
the outstanding principal amount (or maximum principal amount, if larger) of the
debt, obligation or other liability guaranteed thereby.

           "CONTINUATION/CONVERSION NOTICE" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the Company
substantially in the form of EXHIBIT D hereto.

           "DEFAULT" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

           "DEMAND DEPOSIT ACCOUNT" means account No. 71-15946 maintained by the
Company at B of A's 231 South LaSalle Street, Chicago, Illinois location, and
any replacements or substitutions therefor.

           "DESIGNATED CURRENCY" is defined in the definition of "Eurocurrency".

           "DESIGNATED SUBSIDIARY" means any Subsidiary identified as such in a
Designation Letter.

           "DESIGNATION LETTER" means a letter in the form of EXHIBIT E signed
by an Authorized Officer of the Company and each Designated Subsidiary
identified therein.

           "DETERMINATION DATE" means each of those dates determined in
accordance with SECTION 2.5(B).

           "DOLLAR EQUIVALENT" means, (i) in the case of an amount denominated
in Dollars, such amount, and (ii) in any currency other than Dollars, the Dollar
equivalent of such amount as determined in accordance with SECTION 2.5.

           "DOLLARS" and the sign "$" mean lawful money of the United States.

           "DOMESTIC DOLLARS" means Dollars on deposit in the United States of
America.
<PAGE>
           "DOMESTIC OFFICE" means, relative to any Lender, the office of such
Lender designated as such below its signature hereto or designated in a Lender
Assignment Agreement, or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to each other Person
party hereto.

           "EFFECTIVE DATE" means the date this Agreement becomes effective
pursuant to SECTION 10.8.

           "ENVIRONMENTAL LAWS" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders binding on the Company or any of its
Subsidiaries) relating to public health and safety and protection of the
environment.

           "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

           "ERISA AFFILIATE" means any corporation, partnership, or other trade
or business (whether or not incorporated) that is, along with the Company, a
member of a controlled group of corporations or a controlled group of trades or
businesses, as described in sections 414(b) and 414(c), respectively, of the
Code or section 4001 of ERISA, or a member of the same affiliated service group
within the meaning of section 414(m) of the Code.

           "EUROCURRENCY" means (i) each of Pounds Sterling, French Francs,
Swiss Francs, Deutschmarks, Canadian Dollars, Australian Dollars, Japanese Yen
and European Currency Units (each, a "DESIGNATED CURRENCY"), and (ii) any other
currency (other than Dollars) to which all the Lenders shall consent, in each
case (x) on deposit outside such currency's country of issuance and (y) as long
as such currency is freely transferable and convertible into Dollars.

           "EUROCURRENCY RATE LOAN" means a Loan made in a Eurocurrency and
bearing interest, at all times during an Interest Period applicable to such
Loan, at a fixed rate of interest determined by reference to the Interbank Rate
(Reserve Adjusted).

           "EURODOLLAR" mean Dollars on deposit in a bank outside the United
States of America, its territories and possessions, which are available for
transfer to and from the United States of America, its territories and
possessions.

           "EURODOLLAR RATE LOAN" means a Loan made and payable in Dollars
bearing interest, at all times during an Interest Period applicable to such
Loan, at a fixed rate of interest determined by reference to the Interbank Rate
(Reserve Adjusted).

           "EVENT OF DEFAULT" is defined in SECTION 8.1.

           "EXCESS PORTION" is defined in SECTION 7.2.8.

           "EXTENSION LETTER" is defined in SECTION 2.2.2.

           "FISCAL QUARTER" means any quarter of a Fiscal Year.

           "FISCAL YEAR" means any period of twelve consecutive calendar months
ending on September 30th; references to a Fiscal Year with a number
corresponding to any calendar year (E.G. the "1993 Fiscal Year") refer to the
Fiscal Year ending on the September 30th occurring during such calendar year.
<PAGE>
           "FIXED RATE LOAN" means any Eurodollar Rate Loan, Eurocurrency Rate
Loan or Quoted Rate Loan.

           "F.R.S. BOARD" means the Board of Governors of the Federal Reserve
System or any successor thereto.

           "GAAP" is defined in SECTION 1.4.

           "GROSS INTEREST EXPENSE" means, with respect to any Person for any
period of determination thereof, all interest expense (whether cash or accrued)
of such Person during such period with respect to any Indebtedness of such
Person.

           "HAZARDOUS MATERIAL" means

                             (a)  any "hazardous substance", as defined in
                        Section 101(14) of CERCLA;

                             (b)  any petroleum product; or

                             (c)  any pollutant or contaminant or hazardous,
                        dangerous or toxic chemical, material or substance
                        within the meaning of any other applicable federal,
                        state or local law, regulation, ordinance or requirement
                        (including consent decrees and administrative orders
                        binding on the Company or any of its Subsidiaries)
                        relating to or imposing liability or standards of
                        conduct concerning any hazardous, toxic or dangerous
                        waste, substance or material, all as amended or
                        hereafter amended.

           "HEDGING OBLIGATIONS" means, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

           "HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained
in this Agreement or any other Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.

           "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification

                             (a)  which is of a "going concern" or similar
                        nature;

                             (b)  which relates to the limited scope of
                        examination of matters relevant to such financial
                        statement; or

                             (c)  which relates to the treatment or
                        classification of any item in such financial statement
                        and which, as a condition to its removal, would require
                        an adjustment to such item the effect of which would be
                        to cause such Obligor to be in default of any of its
                        obligations under SECTION 7.2.
<PAGE>
           "INCLUDING" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of EJUSDEM GENERIS
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

           "INDEBTEDNESS" of any Person means, without duplication:

                             (a)  all obligations of such Person for borrowed
                        money and all obligations of such Person evidenced by
                        bonds, debentures, notes or other similar instruments;

                             (b)  all obligations, contingent or otherwise,
                        relative to the face amount of all letters of credit,
                        whether or not drawn, and banker's acceptances issued
                        for the account of such Person;

                             (c)  all obligations of such Person as lessee under
                        leases which have been or should be, in accordance with
                        GAAP, recorded as Capitalized Lease Liabilities;

                             (d)  all other items which, in accordance with
                        GAAP, would be included as liabilities on the liability
                        side of the balance sheet of such Person as of the date
                        at which Indebtedness is to be determined;

                             (e)  net liabilities of such Person under all
                        Hedging Obligations;

                             (f)  whether or not so included as liabilities in
                        accordance with GAAP, all obligations of such Person to
                        pay the deferred purchase price of property or services,
                        and indebtedness (excluding prepaid interest thereon)
                        secured by a Lien on property owned or being purchased
                        by such Person (including indebtedness arising under
                        conditional sales or other title retention agreements),
                        whether or not such indebtedness shall have been assumed
                        by such Person or is limited in recourse; and

                             (g)  all Contingent Liabilities of such Person in
                        respect of any of the foregoing.

Notwithstanding the foregoing, for purposes of determining the amount of a
Person's Consolidated Long-Term Debt, Indebtedness of such Person of the type
described in CLAUSE (C) of this definition shall not be taken into account
unless the outstanding amount thereof exceeds $500,000 in the aggregate.
Further, for all purposes of this Agreement, the Indebtedness of any Person
shall include the Indebtedness of (i) any partnership in which such Person is a
general partner and (ii) any joint venture in which such Person is a joint
venturer if as the result thereof, such Person is personally liable for such
Indebtedness.

           "INDEMNIFIED LIABILITIES" is defined in SECTION 10.4.

           "INDEMNIFIED PARTIES" is defined in SECTION 10.4.

           "INTANGIBLES" means, with respect to any Person, the aggregate amount
of any intangible assets of such Person including, without limitation, goodwill,
franchises, licenses, patents, trademarks, trade names, copyrights, service
marks and brand names.
<PAGE>
           "INTERBANK LENDING OFFICE" means, relative to any Lender, the office
of such Lender designated as such below its signature hereto or designated in a
Lender Assignment Agreement or such other office of a Lender as designated from
time to time by notice from such Lender to the Company and the Agent, whether or
not outside the United States, which shall be making or maintaining Eurodollar
Rate Loans or Eurocurrency Rate Loans of such Lender hereunder.

           "INTERBANK RATE" means, relative to any Interest Period for
Eurocurrency Rate Loans or Eurodollar Rate Loans, the rate of interest equal to
the average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the
rates per annum at which deposits in immediately available funds (a) in the case
of a Eurodollar Rate Loan, in Eurodollars and (b) in the case of a Eurocurrency
Loan, in either (i) the appropriate Eurocurrency or (ii) Dollars or Eurodollars
in an amount equal to the Dollar Equivalent of such Eurocurrency deposits (plus
the cost of any contract purchased or sold by the Agent to hedge the conversion
of Dollars or Eurodollars, as applicable, into or from such Eurocurrency) are
offered to the Agent's Interbank Lending Office by major banks in the interbank
eurocurrency market as at or about 9:00 a.m. Chicago, Illinois time two Banking
Days prior to the beginning of such Interest Period for delivery on the first
day of such Interest Period, and in an amount approximately equal to the amount
of the Agent's Eurocurrency Rate Loan or Eurodollar Rate Loan, as applicable,
and for a period approximately equal to such Interest Period.

           "INTERBANK RATE (RESERVE ADJUSTED)" means, relative to any Loan to be
made, continued or maintained as, or converted into, a Eurocurrency Rate Loan or
a Eurodollar Rate Loan for any Interest Period, a rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) determined pursuant to the
following formula:

    Interbank Rate   =              INTERBANK RATE/
  (Reserve Adjusted)         (1.00 - Reserve Percentage)

           "INTEREST COVERAGE RATIO" means, with respect to any Person for any
period of determination thereof, the ratio of (a) the sum of (i) Consolidated
Net Income of such Person for such period, plus (ii) consolidated Interest
Expense of such Person and its consolidated Subsidiaries for such period, plus
(iii) the aggregate amount which was deducted by such Person in respect of
Federal, state and local income taxes of such Person and its Subsidiaries in
determining such Person's Consolidated Net Income for such period TO (b)
consolidated Gross Interest Expense of such Person and its consolidated
Subsidiaries for such period.

           "INTEREST EXPENSE" means, with respect to any Person for any period
of determination, Gross Interest Expense of such Person for such period minus
all items included therein which are required to be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.

           "INTEREST PERIOD" means, (a) with respect to any Eurodollar Loan or
Eurocurrency Loan, the one-month, two-month or three-month period selected by
the applicable Borrower and (b) with respect to any Quoted Rate Loan, the
one-day, one-week, two-week, three-week, thirty-day, sixty-day or ninety-day
period selected by the applicable Borrower, in each case beginning on (and
including) the date on which such Fixed Rate Loan is made or continued as, or

<PAGE>
converted into, a Fixed Rate Loan pursuant to SECTION 2.3 or 2.4, in each case
as the applicable Borrower may select in its relevant notice pursuant to SECTION
2.3 or 2.4; PROVIDED, HOWEVER, that

                             (a)  a Borrower shall not be permitted to select
                        Interest Periods for Fixed Rate Loans to be in effect at
                        any one time which will have expiration dates occurring
                        on more than twenty (20) different dates;

                             (b)  Interest Periods commencing on the same date
                        for Loans comprising part of the same Borrowing shall be
                        of the same duration;

                             (c)  if such Interest Period would otherwise end on
                        a day which is not a Banking Day, such Interest Period
                        shall end on the next following Banking Day (unless, if
                        such Interest Period applies to Eurocurrency Rate Loans
                        or Eurodollar Rate Loans, such next following Banking
                        Day is the first Banking Day of a calendar month, in
                        which case such Interest Period shall end on the Banking
                        Day next preceding such numerically corresponding day);
                        and

                             (d)  no Interest Period may end later than date
                        described in CLAUSE (A) of the definition of "COMMITMENT
                        TERMINATION DATE".

           "INVESTMENT" means, relative to any Person,

                             (a)  any loan or advance made by such Person to any
                        other Person (excluding commission, travel and similar
                        advances to officers and employees made in the ordinary
                        course of business);

                             (b)  any Contingent Liability of such Person; and

                             (c)  any ownership or similar interest held by such
                        Person in any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

           "LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement
substantially in the form of EXHIBIT H hereto or such other form as shall be
acceptable to the Agent.

           "LENDERS" is defined in the PREAMBLE.

           "LEVERAGE RATIO" means, with respect to any Person, the ratio of (a)
such Person's Consolidated Total Liabilities TO (b) such Person's Consolidated
Tangible Net Worth.

           "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.
<PAGE>
           "LOAN" is defined in SECTION 2.1.1, and shall be Reference Rate
Loans, Eurodollar Rate Loans, Eurocurrency Loans or Quoted Rate Loans.

           "LOAN DOCUMENT" means this Agreement, the Notes, and each other
agreement, document or instrument delivered in connection with this Agreement
and the Notes.

           "LONG TERM LEASE" means any lease of real or personal property (other
than a Capitalized Lease) having an original term, including any period for
which the lease may be renewed or extended at the option of the lessor or the
lease, of more than two years.

           "MARKET FEDERAL FUNDS" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to (a) the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Banking Day, for the next preceding Banking Day) by the
Federal Reserve Bank of New York; or (b) if such rate is not so published for
any day which is a Banking Day, the average of the quotations for such day on
such transactions received by the Agent from three federal funds brokers of
recognized standing selected by it.

           "MONTHLY PAYMENT DATE" means the last day of each calendar month or,
if any such day is not a Banking Day, the next succeeding Banking Day.

           "NEGOTIATED FEDERAL FUNDS RATE" means, for any period, a rate per
annum equal to the rate quoted by the Agent as its then current rate for Federal
Funds.

           "NOTE" means a promissory note of the Company or other applicable
Borrower payable to any Lender in the form of Exhibit A hereto, as each such
promissory note may be amended, or otherwise modified from time to time,
evidencing the aggregate Indebtedness of such Borrower to such Lender resulting
from outstanding Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

           "OBLIGATIONS" means all obligations (monetary or otherwise) of the
Company, each other Borrower and each other Obligor arising under or in
connection with this Agreement, the Notes and each other Loan Document.

           "OBLIGOR" means the Company and each other Borrower or any other
Person (other than the Agent or any Lender) obligated under any Loan Document.

           "ORGANIC DOCUMENT" means, relative to any Obligor, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its authorized shares of capital
stock.

           "PARTICIPANT" is defined in SECTION 10.11.
           "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

           "PENSION PLAN" means a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which the
Company or any ERISA Affiliate may have liability, including any liability by
reason of having been a substantial employer within the meaning of section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under section 4069 of ERISA.
<PAGE>
           "PERCENTAGE" means, relative to any Lender, the percentage set forth
opposite its name on SCHEDULE I hereto or set forth in a Lender Assignment
Agreement, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to SECTION 10.11.

           "PERSON" means any natural person, corporation, partnership, firm,
joint venture, limited liability company, association, trust, government,
governmental agency or any other entity, whether acting in an individual,
fiduciary or other capacity.

           "PLAN" means any Pension Plan or Welfare Plan.

           "PRIOR CURRENCY" - is defined in SECTION 2.4.

           "QUARTERLY PAYMENT DATE" means (a) in the case of payment of interest
on Reference Rate Loans, the 25th day of each March, June, September, and
December or, if any such day is not a Banking Day, the next succeeding Banking
Day and (b) in the case of payment of any fee, the last day of each March, June,
September, and December or, if any such day is not a Banking Day, the next
succeeding Banking Day.

           "QUOTATION DAY" - is defined in SECTION 2.4.2.

           "QUOTED RATE" means the rate of interest quoted by the Agent pursuant
to SECTION 2.3.2 applicable to a Borrowing of Quoted Rate Loans, provided
however, that such rate shall not be less than the Negotiated Federal Funds Rate
in effect at the time such Borrowing is made, plus 0.25%.

           "QUOTED RATE LOAN" means a Loan made in Dollars bearing interest, at
all times during an Interest Period applicable to such Loan, at the Quoted Rate
applicable thereto.

           "REFERENCE RATE" means, at any time, the rate of interest then most
recently announced by B of A at Chicago, Illinois as its reference rate.

           "REFERENCE RATE LOAN" means a Loan made and payable in Dollars
bearing interest at a fluctuating rate determined by reference to the Alternate
Reference Rate.

           "RELATED PARTY" means, with respect to any Person (i) any director
(or Person holding the equivalent position) or officer (or Person holding the
equivalent position) of such Person, and (ii) any other Person which, directly
or indirectly, controls or is controlled by or under common control with such
first Person (excluding any trustee under, or any committee with responsibility
for administering, a Plan). A Person shall be deemed to be

                             (a)  "controlled by" any other Person if (i) such
                        other Person beneficially owns or holds, or directly or
                        indirectly has the power to vote five percent (5%) or
                        more (on a fully diluted basis) of the equity interest
                        of such first Person or (ii) if such other

Person has the power to direct or cause the direction of the management and
policies of such first Person (whether by contract or otherwise); or

                             (b)  "controlled by" or "under common control with"
                        another Person if such other Person is a member of the
                        immediate family of a Person which is a Related Party of
                        such first Person or is the executor, administrator or
                        other personal representative of such first Person.
<PAGE>
           "RELEASE" means a "release", as such term is defined in CERCLA.

           "RENTALS" means all fixed payments (including as such all payments
which the lessee is obligated to make to the lessor on termination of the lease
or surrender of the property) payable by a Person as lessee or sublessee under a
lease of real or personal property, but shall be exclusive of any amounts
required to be paid by such Person (whether or not designated as rents or
additional rents) on account of maintenance, repairs, insurance, taxes and
similar charges. Fixed rents under any so-called "percentage leases" shall be
computed solely on the basis of the minimum rents, if any, required to be paid
by the lessee regardless of sales volume or gross revenues.

           "REPORTABLE EVENT" has the meaning given to such term in ERISA.

           "REQUIRED LENDERS" means, (a) at any time that there are three (3)
Lenders, any two (2) Lenders holding at least 51% of the then aggregate
outstanding principal amount of the Notes then held by the Lenders, or, if no
such principal amount is then outstanding, any two (2) Lenders having at least
51% of the Commitments and (b) at all other times, Lenders holding at least 51%
of the then aggregate outstanding principal amount of the Notes then held by the
Lenders, or, if no such principal amount is then outstanding, Lenders having at
least 51% of the Commitments.

           "RESERVE PERCENTAGE" means, relative to any Interest Period for
Eurocurrency Rate Loans or Eurodollar Rate Loans, the reserve percentage
(expressed as a decimal) equal to the maximum aggregate reserve requirements
(including all basic, emergency, supplemental, marginal and other reserves and
taking into account any transitional adjustments or other scheduled changes in
reserve requirements) specified under regulations issued from time to time by
the F.R.S. Board and then applicable to assets or liabilities consisting of and
including "Eurocurrency Liabilities", as currently defined in Regulation D of
the F.R.S. Board, having a term approximately equal or comparable to such
Interest Period. For purposes of this definition, any Eurocurrency Rate Loans or
Eurodollar Rate Loans hereunder shall be deemed to be "Eurocurrency Liabilities"
as defined in Regulation D.



           "SECOND CURRENCY" - is defined in SECTION 2.4.

           "SENIOR NOTE AGREEMENTS" means, collectively, those Note Agreements,
each dated as of September 1, 1990, between the Company and certain purchasers,
providing for the sale by the Company of its 9.52% Senior Notes due September
30, 2005, as such Note Agreements are amended, modified or supplemented from
time to time.

           "STATED MATURITY DATE" means March 31, 2000, or as extended, if
extended, pursuant to SECTION 2.2.2.

           "SUBSIDIARY" means, as to any Person, (i) any corporation of which or
in which such Person, such Person and one or more of its Subsidiaries, or one or
more Subsidiaries of such Person directly or indirectly own 50% or more of the
combined voting power of all classes of stock having general voting power under
ordinary circumstances to elect a majority of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (ii) any partnership, joint venture or similar
entity of which or in which such Person, such Person and one or more of its
Subsidiaries, or one or more Subsidiaries of such Person directly or indirectly
own 50% or more of the capital interest or profits interest or (iii) any trust,
association or other unincorporated organization of which or in which such
Person, and one or more of its Subsidiaries, or one or more Subsidiaries of such
Person directly or indirectly own 50% or more of the beneficial interest.
<PAGE>
           "TAXES" is defined in SECTION 4.6.

           "TERMINATION EVENT" with respect to any Pension Plan means (i) the
institution by the Company, the PBGC or any other Person of steps to terminate
such Plan, (ii) the occurrence of a Reportable Event with respect to such Plan
which the Agent or the Required Lenders reasonably believes may be a basis for
the PBGC to institute steps to terminate such Plan, or (iii) the withdrawal from
such Plan (or deemed withdrawal under section 4062 (f) of ERISA) by the Company
or any ERISA Affiliate which is a substantial employer within the meaning of
section 4063 of ERISA.

           "TYPE" means, relative to any Loan, the portion thereof, if any,
being maintained as a Reference Rate Loan, Eurocurrency Rate Loan, Eurodollar
Rate Loan or Quoted Rate Loan.

           "UNITED STATES" or "U.S." means the United States of America, its
fifty States and the District of Columbia.

           "WELFARE PLAN" means a "welfare plan", as such term is defined in
section 3(1) of ERISA.

           SECTION 1.2. USE OF DEFINED TERMS. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Schedules to this Agreement
and in each Note, Borrowing Request, Continuation/Conversion Notice, Loan
Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

           SECTION 1.3. CROSS-REFERENCES. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

           SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless
otherwise specified, all accounting terms used herein or in any other Loan
Document shall be interpreted, all accounting determinations and computations
hereunder or thereunder (including under SECTION 7.2.4) shall be made, and all
financial statements required to be delivered hereunder or thereunder shall be
prepared in accordance with, those generally accepted accounting principles
("GAAP") applied in the preparation of the financial statements referred to in
SECTION 6.5.


                                   ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

           SECTION 2.1. COMMITMENTS. On the terms and subject to the conditions
of this Agreement (including ARTICLE V), each Lender severally agrees to make
Loans pursuant to the Commitments described in this SECTION 2.1.

           SECTION 2.1.1. COMMITMENT OF EACH LENDER. From time to time on any
Banking Day occurring prior to the Commitment Termination Date, each Lender will
make loans (relative to such Lender, and of any Type, the "LOANS") to a Borrower
equal to such Lender's Percentage of the aggregate amount of the Borrowing
requested by such Borrower to be made on such day. Eurocurrency Rate Loans shall
be made in a currency which is not a Designated Currency only with the consent
of all Lenders. The commitment of each Lender described in this SECTION 2.1.1 is
herein referred to as its "COMMITMENT". On the terms and subject to the
conditions hereof, each Borrower may from time to time borrow, repay and
reborrow Loans made to it.
<PAGE>
           SECTION 2.1.2. LENDERS NOT PERMITTED OR REQUIRED TO MAKE LOANS.  No
Lender shall be permitted or required to make any Loan if,

                                     (a)  after giving effect thereto, the
                                aggregate outstanding principal amount of all
                                Loans of all Lenders (in Dollars and/or the
                                Dollar Equivalent) would exceed the Commitment
                                Amount, or

                                     (b)  after giving effect thereto, the
                                aggregate outstanding principal amount of all
                                Loans of such Lender would exceed such Lender's
                                Percentage of the Commitment Amount, or

                                     (c)  the making of such Loan would be in
                                violation of any limitation or prohibition
                                provided by any applicable statute, regulation,
                                directive or guideline, or decision of any
                                court, central bank, regulator or other
                                governmental authority applicable to such Lender
                                or, in the case of Eurocurrency Rate Loans, of
                                the country of issuance and/or the country of
                                disbursement of the applicable currency and
                                including, without limitation, Regulation U of
                                the F.R.S Board.

           SECTION 2.2.  REDUCTION OF COMMITMENT AMOUNT; EXTENSION OF STATED
MATURITY DATE.

                             SECTION 2.2.1. REDUCTION OF COMMITMENT AMOUNT. The
                        Company may, from time to time on any Banking Day
                        occurring after the time of the initial Borrowing
                        hereunder, voluntarily reduce the Commitment Amount;
                        PROVIDED, however, that all such reductions shall
                        require at least five (5) Banking Days' prior notice to
                        the Agent and be permanent, and any partial reduction of
                        the Commitment Amount shall be in a minimum amount of
                        $1,000,000 (in Dollars and/or Dollar Equivalent) and in
                        an integral multiple of $1,000,000 (in Dollars and/or
                        Dollar Equivalent).

                             SECTION 2.2.2. EXTENSION OF STATED MATURITY DATE.
                        On any Banking Day during the period between December 1
                        and December 31 of each year, commencing on December 1,
                        1998, the Company may request in writing to the Agent
                        (which shall promptly notify each Lender) that the
                        Lenders agree to extend the Stated Maturity Date for a
                        period of one additional year from the scheduled Stated
                        Maturity Date. Each Lender may extend or decline to
                        extend the Stated Maturity Date in its sole discretion.
                        Each Lender that agrees to extend the Stated Maturity
                        Date shall so notify the Agent in writing. If Lenders
                        holding 100% of the Commitments shall agree to extend
                        the Stated Maturity Date, the Agent shall so notify the
                        Company in a letter substantially in the form of EXHIBIT
                        F hereto (an "EXTENSION LETTER") no later than March 1st
                        of the relevant year that, subject to the provisions of
                        this Agreement, the Stated Maturity Date shall be the
                        date specified in such Extension Letter. Upon receipt of
                        an Extension Letter duly executed on behalf of the
                        Company and each other Borrower, together with the
                        documents and instruments specified therein and subject
                        to the conditions precedent set forth in such Extension
                        Letter, the Stated Maturity Date shall be extended to
                        the date specified in such Extension Letter.
<PAGE>
           SECTION 2.3. BORROWING PROCEDURE. By requesting in writing or by
telephone (promptly confirmed in writing) on or before 11:00 a.m., Chicago,
Illinois time, on a Banking Day, in accordance with the provisions of this
SECTION 2.3 applicable to the Type of Borrowing requested, the Company, through
one of its Authorized Corporate Officials may, on behalf of the Company or any
other Borrower, from time to time irrevocably request that a Borrowing be made
(a) in the case of Reference Rate Loans, in a minimum aggregate amount of
$500,000 and an integral multiple of $500,000, or in the unused amount of the
Commitments and (b) in the case of Fixed Rate Loans of any Type, in a minimum
aggregate amount of $500,000 and an integral multiple of $500,000. On the terms
and subject to the conditions of this Agreement, each Borrowing shall be
comprised of the same Type of Loans, and shall be made on the same Banking Day.
On or before 1:00 p.m. (Chicago time) on the Banking Day a requested Borrowing
is to be made, each Lender shall deposit with the Agent same day funds in an
amount equal to such Lender's Percentage of the requested Borrowing and in the
applicable currency. Such deposit will be made to an account which the Agent
shall specify from time to time by notice to the Lenders. To the extent funds
are received from the Lenders, the Agent shall make such funds available to the
applicable Borrower pursuant to SECTION 2.3.4. No Lender's obligation to make
any Loan shall be affected by any other Lender's failure to make any Loan. All
telephonic or other oral requests for a Borrowing shall be promptly confirmed in
writing by delivery to the Agent of a Borrowing Request therefor (including
delivery by facsimile transmission in accordance with SECTION 10.2) duly
executed by an Authorized Corporate Officer of the Company not later than five
(5) Banking Days after the date of any such oral request, PROVIDED, HOWEVER,
that a Borrower's failure to comply with any of the above requirements shall not
in any manner affect the obligations of the applicable Borrower to repay any
Loans made to such Borrower in accordance with the terms of this Agreement and
its Notes.

                             SECTION 2.3.1. EUROCURRENCY RATE LOANS AND
                        EURODOLLAR RATE LOANS. Each request for a Borrowing of
                        Eurocurrency Rate Loans or Eurodollar Rate Loans shall
                        be received by the Agent from an Authorized Corporate
                        Official of the Company on or before 11:00 a.m.,
                        Chicago, Illinois time, on a Banking Day not less than
                        (a) two (2) Banking Days' prior to the date of the
                        requested Borrowing in the case of Eurodollar Rate Loans
                        and (b) three (3) Banking Days' prior to the date of the
                        requested Borrowing in the case of Eurocurrency Rate
                        Loans. Each request shall specify (i) the applicable
                        Borrower, (ii) the borrowing date, which day shall be a
                        Banking Day, (iii) the amount and, if the Borrowing is
                        to be of Eurocurrency Rate Loans, the currency of the
                        requested Borrowing and (iv) the initial Interest Period
                        for such Borrowing.

                             SECTION 2.3.2. QUOTED RATE LOANS. Each request for
                        a Borrowing of Quoted Rate Loans shall be received by
                        the Agent from an Authorized Corporate Official of the
                        Company on or before 11:00 a.m., Chicago, Illinois time,
                        on the Banking Day of the requested Borrowing. Each
                        request shall specify (i) the applicable Borrower, (ii)
                        the amount of requested Borrowing and (iii) the initial
                        Interest Period for such Borrowing. Each such request
                        shall be deemed to constitute a request to receive by
                        telephone, from the Agent, a quotation of the interest
                        rate that would be applicable to the Borrowing of Quoted
                        Rate Loans identified in such borrowing request for the
                        Interest Period specified therein. If such interest rate
                        is satisfactory to the Company an Authorized Corporate
                        Official of the Company shall, no later than 11:00 a.m.

<PAGE>
                        Chicago, Illinois time, on such date, so indicate. Such
                        indication by an Authorized Corporate Official of the
                        Company shall constitute an irrevocable request that
                        such Borrowing of Quoted Rate Loans be made at the rate
                        the Agent quoted or would have quoted to the Company at
                        the time of such indication of acceptance, IT BEING
                        UNDERSTOOD that the Agent and the Lenders do not
                        guarantee that the interest rate quoted with respect to
                        a particular requested Borrowing of Quoted Rate Loans
                        shall continue to be available if such rate is not
                        accepted by an Authorized Corporate Official of the
                        Company at the time of quotation.

                             SECTION 2.3.3. REFERENCE RATE LOANS. Each request
                        for a Borrowing of Reference Rate Loans shall be
                        received by the Agent from an Authorized Corporate
                        Official of the Company on or before 11:00 a.m.,
                        Chicago, Illinois time, on the Banking Day of the
                        requested Borrowing. Each request shall specify (i) the
                        applicable Borrower, (ii) the borrowing date, which day
                        shall be a Banking Day and (iii) the amount of requested
                        Borrowing.

                             SECTION 2.3.4. PROCEEDS. Subject to the other
                        provisions of this Agreement, the Agent will pay to the
                        relevant Borrower the amount of a Borrowing on the date
                        designated in the request therefor upon receipt of the
                        documents required under SECTIONS 9 and 10 with respect
                        to such Borrowing. Each Borrowing of Reference Rate
                        Loans, Quoted Rate Loans and Eurodollar Rate Loans shall
                        be disbursed in Dollars, on the applicable borrowing
                        date, to the relevant Borrower through its account with
                        the Agent or if no such account exists, to such account
                        as the Company shall direct on behalf of the relevant
                        Borrower. Each Eurocurrency Rate Loan shall be disbursed
                        in the currency specified by the Company, at such branch
                        or affiliate of the bank or such other bank as the Agent
                        may select.

           SECTION 2.4. CONTINUATION AND CONVERSION ELECTIONS. By requesting in
writing or by telephone (promptly confirmed in writing as hereinafter provided)
to the Agent on or before 11:00 a.m., Chicago, Illinois time, on a Banking Day,
a Borrower may from time to time irrevocably elect that all or a portion of one
Type of Loans be continued as such Type or converted into another Type of Loans,
in accordance with the applicable provisions of this SECTION 2.4; PROVIDED,
HOWEVER, that (i) the aggregate dollar amount of Loans which may be converted
and/or continued at any one time shall not be less than (a) in the case of
Reference Rate Loans, a minimum aggregate amount of $500,000 and an integral
multiple of $500,000, and (b) in the case of Fixed Rate Loans of any Type, a
minimum aggregate amount of $500,000 and an integral multiple of $500,000, (ii)
each such conversion or continuation shall be pro rated among the applicable
outstanding Loans of all Lenders, and (iii) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into, Fixed
Rate Loans when any Default has occurred and is continuing. Each telephonic or
other oral conversion or continuation request referred to in SECTION 2.4.1 or
SECTION 2.4.2 shall be promptly confirmed in writing by delivery to the Agent of
a duly completed Conversion/Continuation Notice duly executed by an Authorized
Officer of the Company not later than five (5) Banking Days after the date of
any such oral request. In the absence of receipt of a telephonic or written
request for continuation or conversion with respect to any Fixed Rate Loan in
accordance with the provisions of SECTION 2.4.1 or 2.4.2, as applicable, such
Fixed Rate Loan shall, on such last day, automatically convert to a Reference

<PAGE>
Rate Loan. Each conversion or continuation of a Loan in one currency (the "PRIOR
CURRENCY") into a Loan in another currency (the "SECOND CURRENCY") shall result
in a Loan in an amount denominated in the Second Currency equal to the
equivalent in the Second Currency of the Loan amount denominated in the Prior
Currency, in each case determined by the Agent in accordance with the provisions
of SECTION 2.5.

                             SECTION 2.4.1. EUROCURRENCY RATE LOANS, EURODOLLAR
                        RATE LOANS AND REFERENCE RATE LOANS. Subject to the
                        other provisions of this Agreement, a Borrower may
                        elect: (a) TO CONTINUE all or any portion of any
                        outstanding Eurodollar Rate Loans or Eurocurrency Rate
                        Loans from the current Interest Period of such Loans
                        into a subsequent Interest Period to begin on the last
                        day of such current Interest Period and in the same
                        currency or, in the case of Eurocurrency Rate Loans, in
                        the same or a different Eurocurrency, (b) TO convert any
                        outstanding Reference Rate Loans into Eurodollar Rate
                        Loans or Eurocurrency Rate Loans or (c) TO CONVERT one
                        Type of Fixed Rate Loan into any other Type of Loan
                        except a Quoted Rate Loan, such conversion to occur on
                        the last day of the then current Interest Period of the
                        Loans being converted. The Company shall give the Agent
                        prior telephonic notice (promptly confirmed in writing)
                        from an Authorized Corporate Official of the Company (x)
                        at least two (2) Banking Days' prior to the date of
                        continuation or conversion in the case of continuation
                        of or conversion into a Eurodollar Rate Loan and (y) at
                        least three (3) Banking Days' prior to the date of
                        continuation or conversion in the case of continuation
                        of or conversion into a Eurocurrency Rate Loan. Each
                        such notice shall specify the Borrower, the date, the
                        amount and the Interest Period, if applicable, and, in
                        the case of a continuation of or conversion into
                        Eurocurrency Rate Loans, the currency of the such Loans.

                             SECTION 2.4.2. QUOTED RATE LOANS. Subject to the
                        other provisions of this Agreement, a Borrower may elect
                        (a) TO CONTINUE all or any portion of any outstanding
                        Quoted Rate Loans from the current Interest Period of
                        such Loans into a subsequent Interest Period to begin on
                        the last day of such current Interest Period and in the
                        same currency, (b) TO CONVERT all or any portion of any
                        outstanding Eurodollar Rate Loans or Eurocurrency Rate
                        Loans to Quoted Rate Loans, such conversion to occur on
                        the last day of the then current Interest Period of the
                        Loans being converted, or (c) TO CONVERT all or any
                        portion of any outstanding Reference Rate Loans into
                        Quoted Rate Loans. If the Company desires to continue or
                        convert outstanding Loans as or into Quoted Rate Loans,
                        the Company shall give the Agent prior telephonic notice
                        (promptly confirmed in writing) from an Authorized
                        Corporate Official of the Company of a requested
                        continuation or conversion under this SECTION 2.4.2,
                        specifying the Borrower, the date, amount and Type of
                        Loans to be continued or converted, the applicable
                        Interest Periods and requesting that the Agent provide
                        the Company by telephone a quotation of the interest
                        rate(s) that would be applicable to the requested Quoted
                        Rate Loans for Interest Period(s) of a duration
                        designated by such Authorized Corporate Official and

<PAGE>
                        commencing (a) on the last day of the current Interest
                        Period in the case of outstanding Fixed Rate Loans or
                        (b) on the date such rate quotation is requested in the
                        case of outstanding Reference Rate Loans. Each such
                        notice and request from the Company, to be effective,
                        must be received by the Agent not later than 11:00 a.m.,
                        Chicago, Illinois time on the Banking Day such
                        conversion into or continuation of Quoted Rate Loans is
                        to occur. If such interest rate is satisfactory to the
                        Company an Authorized Corporate Official of the Company
                        shall, no later than 11:00 a.m. Chicago, Illinois time,
                        on such date, so indicate. Such indication by an
                        Authorized Corporate Official of the Company shall
                        constitute an irrevocable request that the requested
                        continuation of or conversion into Quoted Rate Loans be
                        consummated at the rate the Agent quoted or would have
                        quoted to the Company at the time of such indication of
                        acceptance, IT BEING understood that the Agent and the
                        Lenders do not guarantee that the interest rate quoted
                        with respect to a particular requested conversion of or
                        continuation into Quoted Rate Loans shall continue to be
                        available if such rate is not accepted by an Authorized
                        Corporate Official of the Company at the time of
                        quotation.

           SECTION 2.5. CURRENCY EQUIVALENTS.

                             (a) EXCHANGE RATE. Whenever pursuant hereto the
                        Dollar Equivalent of an amount denominated in any
                        currency other than Dollars is to be determined as of a
                        date, such determination shall be made at the spot rate
                        at which the Agent offers to purchase such currency with
                        Dollars at approximately 10:00 am., Chicago, Illinois
                        time on such date. Whenever the equivalent in any
                        currency (other than Dollars) is to be determined as of
                        a date, such determination shall be made in accordance
                        with the preceding sentence, substituting such currency
                        in which such equivalent is being determined for
                        Dollars.

                             (b) DETERMINATION DATE. For purposes of determining
                        the commitment fee referred to in SECTION 3.3.1, the
                        outstanding balance of the Loans and the Commitment
                        Amount from time to time, the Dollar Equivalent of each
                        Loan then denominated in a currency other than Dollars
                        shall be determined as of each of the dates (a
                        "DETERMINATION DATE") as follows:

                                     (i)  the date ten (10) Banking Days prior
                                to each Quarterly Payment Date; and

                                     (ii) the date four Banking Days prior to
                                each of the following dates (unless such of the
                                following dates is also a Quarterly Payment
                                Date):

                                         (A)  the date a Loan is made;

                                         (B)  the date a Eurodollar Rate Loan or
                                    Eurocurrency Rate Loan is continued from the
                                    current Interest Period of such Loan into a
                                    subsequent Interest Period;
<PAGE>
                                         (C)  the date an outstanding Loan is
                                    converted from one Type of Loan into another
                                    Type of Loan; or

                                         (D)  the date the principal of a Loan,
                                    or portion thereof, is paid or prepaid.

                        The Dollar Equivalent of any Loan, or portion thereof,
                        determined as of any Determination Date, shall be deemed
                        to remain unchanged from such determination until the
                        next succeeding Determination Date.

           SECTION 2.6. FUNDING. As to any Eurodollar Rate Loan or Eurocurrency
Rate Loan each Lender may, if it so elects, fulfill its obligation to make,
continue or convert such Fixed Rate Loans hereunder by causing one of its
foreign branches or Related Parties (or an international banking facility
created by such Lender) to make or maintain such Fixed Rate Loan; PROVIDED,
HOWEVER, that such Fixed Rate Loan shall nonetheless be deemed to have been made
and to be held by such Lender, and the obligation of the applicable Borrower to
repay such Fixed Rate Loan shall nevertheless be to such Lender for the account
of such foreign branch, Related Party or international banking facility. In
addition, each Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of SECTIONS 4.1, 4.2, 4.3 or 4.5, it shall
be conclusively assumed that each Lender elected to fund all Eurodollar Rate
Loans and all Eurocurrency Rate Loans by purchasing Eurodollar deposits, or
deposits in the applicable Eurocurrency, in its Interbank Lending Office's
interbank eurocurrency market.

           SECTION 2.7. NOTES. Each Lender's Loans to a Borrower under its
Commitment shall be evidenced by a Note made by such Borrower payable to the
order of such Lender in a maximum principal amount equal to such Lender's
Percentage of the original Commitment Amount. Each Borrower hereby irrevocably
authorizes each Lender to make (or cause to be made) appropriate notations on
the grid attached to such Lender's Note from such Borrower (or on any
continuation of such grid), which notations, if made, shall evidence, INTER
ALIA, the date of, the outstanding principal of, and the interest rate and
Interest Period applicable to the Loans evidenced thereby. Such notations shall
be conclusive and binding on each Borrower absent manifest error; PROVIDED,
HOWEVER, that the failure of any Lender to make any such notations shall not
limit or otherwise affect any Obligations of a Borrower or any other Obligor.


                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

           SECTION 3.1. REPAYMENTS AND PREPAYMENTS. Each Borrower shall repay
in full the unpaid principal amount of each Loan made to such Borrower upon the
Stated Maturity Date therefor. Prior thereto, each Borrower

                             (a)  may, from time to time on any Banking Day,
                        make a voluntary prepayment, in whole or in part, of the
                        outstanding principal amount of any Loans to such
                        Borrower; PROVIDED, HOWEVER, that

                                     (i)  any such prepayment shall be made PRO
                                RATA among Loans of the same Type and, if
                                applicable, having the same Interest Period, of
                                all Lenders;


<PAGE>
                                     (ii) no such prepayment of any Fixed Rate
                                Loan may be made on any day other than the last
                                day of the Interest Period for such Loan;

                                     (iii)all such voluntary prepayments shall
                                require at least three but no more than five
                                Banking Days' prior written notice to the Agent;
                                and

                                     (iv) all such voluntary partial prepayments
                                shall be in an aggregate minimum amount of
                                $500,000 and an integral multiple of $500,000;

                             (b) shall, on each date when any reduction in the
                        Commitment Amount shall become effective, including
                        pursuant to SECTION 2.2.1, make a mandatory prepayment
                        of all Loans to such Borrower such that the aggregate
                        amount of prepayments made by all Borrowers shall be
                        equal to the excess, if any, of the aggregate,
                        outstanding principal amount of all Loans to all
                        Borrowers over the Commitment Amount as so reduced; and

                             (c) shall, immediately upon any acceleration of the
                        Stated Maturity Date of any Loans pursuant to SECTION
                        8.2 or SECTION 8.3, repay all Loans to such Borrower
                        unless, pursuant to SECTION 8.3, only a portion of such
                        Loans is so accelerated; and

                             (d) shall, if on any Determination Date, as a
                        result of an increase in the value of a Eurocurrency,
                        the aggregate Dollar Equivalent of the principal amount
                        of all outstanding Loans to all Borrowers exceeds the
                        Commitment Amount, on the last day of the Interest
                        Period during which such Determination Date occurs, make
                        a mandatory prepayment of the aggregate outstanding
                        Loans to such Borrower such that the aggregate amount of
                        prepayments made by all Borrowers shall be equal to the
                        LESSER of (i) the amount of such excess, and (ii) the
                        sum of (x) the amounts of the Reference Rate Loans
                        outstanding, plus (y) the amounts of the Fixed Rate
                        Loans outstanding to which such Interest Period is
                        applicable.

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by SECTION 4.5. No voluntary
prepayment of principal of any Loans shall cause a reduction in the Commitment
Amount.

           SECTION 3.2. INTEREST PROVISIONS. Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance with this
SECTION 3.2.

                             SECTION 3.2.1. RATES.

                                     (a)  REFERENCE RATE LOANS. That portion of
                                the Loans maintained from time to time as a
                                Reference Rate Loans shall accrue and bear
                                interest until maturity at a rate per annum
                                equal to the Alternate Reference Rate from time
                                to time in effect.
<PAGE>
                                     (b) EURODOLLAR RATE LOANS AND EUROCURRENCY
                                RATE LOANS. That portion of the Loans maintained
                                from time to time as a Eurodollar Rate Loans or
                                Eurocurrency Rate Loans shall accrue and bear
                                interest, during each Interest Period applicable
                                thereto, at a rate per annum equal to the sum of
                                the Interbank Rate (Reserve Adjusted) for such
                                Interest Period plus a margin of 0.25%.

                                     (c) QUOTED RATE LOANS. That portion of the
                                Loans maintained from time to time as Quoted
                                Rate Loans shall accrue and bear interest,
                                during each Interest Period applicable thereto,
                                at a rate per annum equal to the Quoted Rate in
                                effect for such Interest Period.

                             SECTION 3.2.2. POST-MATURITY RATES. After the date
                        any principal amount of any Loan is due and payable
                        (whether on the Stated Maturity Date, upon acceleration
                        or otherwise), or after any other monetary Obligation of
                        any Borrower shall have become due and payable, each
                        Borrower shall pay, but only to the extent permitted by
                        law, interest (after as well as before judgment) on each
                        Loan to such Borrower at a rate per annum equal to the
                        greater of (a) two percent (2.0%) in excess of the rate
                        applicable to the unpaid amount of such Loan immediately
                        before it became due and (b) the Alternate Reference
                        Rate in effect from time to time plus a margin of two
                        percent (2.0%).
                             SECTION 3.2.3. PAYMENT DATES.  Interest accrued on
                        each Loan shall be payable, without duplication:

                                     (a)  on the Stated Maturity Date therefor;

                                     (b) on the date of any payment or
                                prepayment, in whole or in part, of principal
                                outstanding on such Loan as the result of a
                                reduction in the Commitment Amount pursuant to
                                SECTION 3.1(B);

                                     (c)  with respect to Reference Rate Loans,
                                on each Quarterly Payment Date occurring after
                                the Effective Date;

                                     (d)  with respect to Fixed Rate Loans, the
                                last day of each applicable Interest Period;

                                     (e) with respect to any Reference Rate
                                Loans converted into Fixed Rate Loans on a day
                                when interest would not otherwise have been
                                payable pursuant to CLAUSE (C), on the date of
                                such conversion; and

                                     (f) on that portion of any Loans the Stated
                                Maturity Date of which is accelerated pursuant
                                to SECTION 8.2 or SECTION 8.3, immediately upon
                                such acceleration.

                        Interest accrued on Loans or other monetary Obligations
                        arising under this Agreement or any other Loan Document
                        after the date such amount is due and payable (whether
                        on the Stated Maturity Date, upon acceleration or
                        otherwise) shall be payable upon demand.
<PAGE>
           SECTION 3.3. FEES. The Company agrees to pay the fees set forth in
this SECTION 3.3. All such fees shall be non-refundable.

                             SECTION 3.3.1. FACILITY FEE. The Company agrees to
                        pay to the Agent for the account of each Lender, for the
                        period (including any portion thereof when its
                        Commitment is suspended by reason of any Borrower's
                        inability to satisfy any condition of ARTICLE V)
                        commencing on the Effective Date, a facility fee at
                        the rate of fifteen hundredths of one-percent (.15%) per
                        annum on such Lender's Percentage of the Commitment
                        Amount. Such facility fees shall be payable by the
                        Company in arrears on each Quarterly Payment Date,
                        commencing with the first such day following the
                        Amendment Effective Time, and on the Commitment
                        Termination Date for the period then ending.

                             SECTION 3.3.2. AGENT'S FEE. The Company agrees to
                        pay to the Agent for its own account, such
                        non-refundable fees as may be from time to time
                        separately agreed to between the Company and the Agent.

           SECTION 3.4. COMPUTATION OF INTEREST AND FEES. All Fixed Rate Loans
shall bear interest from and including the first day of the applicable Interest
Period to (but not including) the last day of such Interest Period at the
interest rate determined as applicable to such Fixed Rate Loan.  Interest on
each Reference Rate Loan, each Fixed Rate Loan and any fees, shall be computed
on the basis of a year consisting of 360 days and paid for actual days elapsed.

                                   ARTICLE IV

                   CERTAIN INTEREST RATE AND OTHER PROVISIONS

           SECTION 4.1. FIXED RATE LENDING UNLAWFUL. If any Lender shall
determine (which determination shall, upon notice thereof to the Company and the
Lenders, be conclusive and binding on all Borrowers) that the introduction of or
any change in or in the interpretation of any law makes it unlawful, or any
central bank or other governmental authority asserts that it is unlawful, for
such Lender to make, continue or maintain any Loan as, or to convert any Loan
into, a Fixed Rate Loan of a certain Type, the obligations of all Lenders to
make, continue, maintain or convert any such Loans shall, upon such
determination, forthwith be suspended until such Lender shall notify the Agent
that the circumstances causing such suspension no longer exist, and all Fixed
Rate Loans of such Type shall automatically convert into Reference Rate Loans
or, subject to compliance with the applicable provisions of SECTION 2.3,
another Type of Fixed Rate Loans, at the end of the then current Interest
Periods with respect thereto or sooner, if required by such law or assertion.

           SECTION 4.2.  DEPOSITS UNAVAILABLE.  If the Agent shall have been
notified by any Lender that such Lender has determined that

                             (a) Dollar or Eurocurrency deposits, as the case
                        may be, in the relevant amount and for the relevant
                        Interest Period are not available to such Lender in its
                        relevant market; or

                             (b) by reason of circumstances affecting such
                        Lender's relevant market, adequate means do not exist
                        for ascertaining the interest rate applicable hereunder
                        to Fixed Rate Loans of a particular Type,
<PAGE>
then, upon notice from the Agent to the Company and the Lenders, the obligations
of all Lenders under SECTION 2.3 and SECTION 2.4 to make or continue any Loans
as, or to convert any Loans into, Fixed Rate Loans of such Type shall forthwith
be suspended until the Agent shall have been notified by the relevant Lender,
and the Agent shall have notified the Company and the Lenders, that the
circumstances causing such suspension no longer exist.

           SECTION 4.3. INCREASED FIXED RATE LOAN COSTS, ETC. The Company
agrees to reimburse each Lender for any increase in the cost to such Lender of,
or any reduction in the amount of any sum receivable by such Lender in respect
of, making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, Fixed Rate Loans. Such Lender shall promptly notify the Agent and
the Company in writing of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Lender for such increased cost or reduced
amount. Such additional amounts shall be payable by the Company directly to
such Lender within five days of its receipt of such notice, and such notice
shall, in the absence of manifest error, be conclusive and binding on the
Company.

           SECTION 4.4. INCREASED CAPITAL COSTS WITH RESPECT TO COMMITMENTS. If
any change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any court,
central bank, regulator or other governmental authority affects or would affect
the amount of capital required or expected to be maintained by any Lender or any
Person controlling such Lender, and such Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person's
capital as a consequence of its Commitment or the Loans made by such Lender is
reduced to a level below that which such Lender or such controlling Person could
have achieved but for the occurrence of any such circumstance, then, in any such
case upon notice from time to time by such Lender to the Company the Company
agrees that it shall immediately pay directly to such Lender additional amounts
sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return at the time suffered or incurred. A statement of
such Lender as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Company. In determining such amount, such Lender
may use any reasonable method of averaging and attribution that it (in its sole
and absolute discretion) shall deem applicable.

           SECTION 4.5. FUNDING LOSSES. In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make, continue or maintain any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a Fixed
Rate Loan) as a result of

                             (a)  any conversion or repayment or prepayment of
                        the principal amount of any Fixed Rate Loans on a date
                        other than the scheduled last day of the Interest Period
                        applicable thereto, whether pursuant to SECTION 3.1 or
                        otherwise;

                             (b)  any Loans not being made as Fixed Rate Loans
                        in accordance with the Borrowing Request therefor; or

                             (c)  any Loans not being continued as, or converted
                        into, Fixed Rate Loans in accordance with the
                        Continuation/ Conversion Notice therefor,
<PAGE>
then, upon the written notice of such Lender to the Company (with a copy to the
Agent), the Company agrees that it shall, within five days of the Company's
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Company.

           SECTION 4.6. TAXES. All payments by each Borrower of principal of,
and interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but
excluding franchise taxes and taxes imposed on or measured by any Lender's net
income or receipts (such non-excluded items being called "TAXES").  In the event
that any withholding or deduction from any payment to be made by a Borrower
hereunder is required in respect of any Taxes pursuant to any applicable law,
rule or regulation, then the Company will cause such Borrower to

                             (a)  pay directly to the relevant authority the
                        full amount required to be so withheld or deducted;

                             (b) promptly forward to the Agent an official
                        receipt or other documentation satisfactory to the Agent
                        evidencing such payment to such authority; and

                             (c) pay to the Agent for the account of the Lenders
                        such additional amount or amounts as is necessary to
                        ensure that the net amount actually received by each
                        Lender will equal the full amount such Lender would have
                        received had no such withholding or deduction been
                        required; provided that, a Lender may, in its sole and
                        absolute discretion, and subject to the other
                        requirements of this sentence, return to such Borrower
                        an amount equal to the amount paid by such Borrower
                        pursuant to CLAUSE (A) in respect of amounts paid by
                        such Borrower under this Agreement for the account of
                        such Lender.

Moreover, if any Taxes are directly asserted against the Agent or any Lender
with respect to any payment received by the Agent or such Lender hereunder, the
Agent or such Lender may pay such Taxes and the Company agrees that it will
promptly pay such additional amounts (including any penalties, interest or
expenses) as is necessary in order that the net amount received by such Person
after the payment of such Taxes (including any Taxes on such additional amount)
shall equal the amount such Person would have received had not such Taxes been
asserted.

           If any Borrower fail to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Company agrees to indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this SECTION 4.6, a distribution hereunder by the
Agent or any Lender to or for the account of any Lender shall be deemed a
payment by the Company.
<PAGE>
           Upon the request of the Company or the Agent, each Lender that is
organized under the laws of a jurisdiction other than the United States shall,
prior to the due date of any payments under the Notes, execute and deliver to
the Company and the Agent, on or about the first scheduled payment date in each
Fiscal Year, one or more (as the Company or the Agent may reasonably request)
United States Internal Revenue Service Forms 4224 or Forms 1001 or such other
forms or documents (or successor forms or documents), appropriately completed,
as may be applicable to establish the extent, if any, to which a payment to such
Lender is exempt from withholding or deduction of Taxes.

           If a Lender receives a refund of any amount paid by a Borrower
pursuant to this Section in respect of amounts required to be withheld or
deducted from amounts due to such Lender under this Agreement and the other Loan
Documents, and if as a result of such Lender's receipt of such refund the net
amount received by such Lender exceeds the amount to which such Lender is
entitled under this Agreement and the other Loan Documents, such Lender shall
promptly pay to the Agent, for the account of such Borrower, the amount of such
excess.

           SECTION 4.7. PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided, all payments by a Borrower pursuant to this Agreement, the Notes or
any other Loan Document shall be made by such Borrower to the Agent for the
account of each Lender in the amount of its Percentage thereof. All such
payments required to be made to the Agent shall be made, without setoff,
deduction or counterclaim, not later than 12:30 p.m., Chicago, Illinois time, on
the date due, in same day or immediately available funds, to such account as the
Agent shall specify from time to time by notice to the Company. Funds received
after that time shall be deemed to have been received by the Agent on the next
succeeding Banking Day. The Company hereby authorizes the Agent and the Agent
may, in its sole and absolute discretion, provide for the payment of any amounts
required to be paid in Dollars which are due under this Agreement or the other
Loan Documents, by debiting the Demand Deposit Account for the amount then due;
PROVIDED, however, that the failure of the Company to maintain sufficient
balances in the Demand Deposit Account to provide for such payment shall not
affect any Borrower's obligation to pay when due all amounts payable by such
Borrower hereunder or under any other Loan Document. The Agent shall remit to
each Lender, not later than 5:00 p.m. Chicago, Illinois time on the Banking Day
received (the Banking Day of receipt to be determined pursuant to this SECTION
4.7), same day funds in an amount equal to such Lender's share, if any, of such
payments received by the Agent from a Borrower for the account of such Lender.
Whenever any payment to be made shall otherwise be due on a day which is not a
Banking Day, such payment shall (except as otherwise required by CLAUSE (C) of
the definition of the term "INTEREST PERIOD" with respect to Eurodollar Rate
Loans or Eurocurrency Rate Loans) be made on the next succeeding Banking Day and
such extension of time shall be included in computing interest and fees, if any,
in connection with such payment.

           SECTION 4.8. SHARING OF PAYMENTS. Except as contemplated by SECTION
4.7, if any Lender shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of setoff or otherwise) on account of any
Loan (other than pursuant to the terms of SECTIONS 4.3, 4.4 and 4.5) in excess
of its PRO RATA share of payments then or therewith obtained by all Lenders,
such Lender shall purchase from the other Lenders such participations in Loans
made by them as shall be necessary to cause such purchasing Lender to share the
excess payment or other recovery ratably with each of them; PROVIDED, HOWEVER,
that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each
Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery

<PAGE>
together with an amount equal to such selling Lender's ratable share (according
to the proportion of

                             (a)  the amount of such selling Lender's required
                        repayment to the purchasing Lender

TO

                             (b)  the total amount so recovered from the
                        purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. Each Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to SECTION 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of such Borrower in the amount of
such participation. If under any applicable bankruptcy, insolvency or other
similar law, any Lender receives a secured claim in lieu of a setoff to which
this Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim.

           SECTION 4.9. SETOFF. Each Lender shall, upon the occurrence of any
Default described in CLAUSES (A) through (D) of SECTION 8.1.9 with respect to
any Borrower or, with the consent of the Required Lenders, upon the occurrence
of any other Event of Default, have the right to appropriate and apply to the
payment of the Obligations owing to it (whether or not then due), any and all
balances, credits, deposits, accounts or moneys of such Borrower then or
thereafter maintained with such Lender; PROVIDED, HOWEVER, that any such
appropriation and application shall be subject to the provisions of SECTION 4.8.
Each Lender agrees promptly to notify the Company and the Agent after any such
setoff and application made by such Lender; PROVIDED, HOWEVER, that the failure
to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff under applicable law
or otherwise) which such Lender may have.

           SECTION 4.10. USE OF PROCEEDS. Each Borrower shall apply the proceeds
of each Borrowing for general corporate purchases and working capital purposes;
without limiting the foregoing, no proceeds of any Loan will be used to acquire
any equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or any "margin stock", as defined in F.R.S.
Board Regulation U, if such acquisition would violate or cause any Lender to
violate such Regulation U.

           SECTION 4.11. CURRENCY INDEMNIFICATION. The obligation of any
Borrower to make payments hereunder in the currencies specified in Article III
shall not be discharged as satisfied by any tender or recovery which is
expressed in any other currencies except to the extent that such tender or
recovery shall result in the actual receipt by the Lenders of the full amount in
the currencies so specified payable hereunder. The Borrowers obligations to make
payments in the currencies so specified shall be enforceable as an alternative
or additional cause of action for the purpose of recovery in such currencies of
the amount, if any, by which such actual receipt shall fall short of the full
amount in such currencies payable hereunder, and shall not be affected by
judgment being obtained for any sums due hereunder.
<PAGE>
           Without limiting the generality of the previous paragraph, the
Company agrees to indemnify each Lender against any loss incurred by it as a
result of any judgment or order being given or made for the payment of any
Indebtedness hereunder and such judgment or order being expressed in a currency
other than the currency of the Indebtedness hereunder and as a result of any
variation having occurred in rates of exchange between the date of any such
amount becoming due hereunder and the date of actual payment thereof. The
foregoing indemnity shall constitute a separate and independent obligation and
shall apply irrespective of any indulgence granted from time to time and shall
continue in full force and effect notwithstanding any such judgment or order as
aforesaid.

                                    ARTICLE V

                             CONDITIONS TO BORROWING

           SECTION 5.1. INITIAL BORROWING OF THE COMPANY. The effectiveness of
this amendment and restatement shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this SECTION 5.1.
The obligations of the Lenders to fund an initial Borrowing of the Company shall
be subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this SECTION 5.1, in addition to the applicable
conditions precedent set forth in SECTION 5.3.

                             SECTION 5.1.1. RESOLUTIONS, ETC. The Agent shall
                        have received from the Company, in sufficient number of
                        counterpart originals to provide one to each Lender, a
                        certificate, dated the date of the initial Borrowing, of
                        its Secretary or Assistant Secretary as to

                                     (a)  resolutions of its Board of Directors
                                then in full force and effect authorizing the
                                execution, delivery and performance of this
                                Agreement and the Notes and authorizing the
                                borrowings hereunder and each other Loan
                                Document to be executed by it;

                                     (b)  all documents evidencing other
                                corporate action necessary for the execution,
                                delivery and performance of any Loan Document;

                                     (c)  all approvals or consents, if any,
                                with respect to this Agreement and the Notes;
                                and

                                     (d) the incumbency and signatures of those
                                of its officers authorized to sign to this
                                Agreement, the Notes and each other Loan
                                Document executed by it,

                        upon which certificate each Lender may conclusively rely
                        until it shall have received a further certificate of
                        the Secretary of the Company canceling or amending such
                        prior certificate.

                             SECTION 5.1.2. DELIVERY OF NOTES. The Agent shall
                        have received, for the account of each Lender, the Notes
                        of the Company duly executed and delivered by the
                        Company.


<PAGE>
                             SECTION 5.1.3. PAYMENT OF OUTSTANDING
                        INDEBTEDNESS, ETC. All Indebtedness identified in ITEM
                        7.2.2(B) of the Disclosure Schedule together with all
                        interest, all prepayment premiums and other amounts due
                        and payable with respect thereto, shall have been paid
                        in full (including, to the extent necessary, from
                        proceeds of the initial Borrowing); and all Liens, if
                        any, securing payment of any such Indebtedness have been
                        released and the Agent shall have received all Uniform
                        Commercial Code Form UCC-3 termination statements or
                        other instruments as may be suitable or appropriate in
                        connection therewith.

                             SECTION 5.1.4. OPINIONS OF COUNSEL. The Agent shall
                        have received, in sufficient number of counterpart
                        originals to provide one to each Lender, an opinion
                        addressed to the Agent and all Lenders, from Gardner,
                        Carton & Douglas, counsel to the Company, substantially
                        in the form of EXHIBIT I hereto;

                             SECTION 5.1.5. EXPENSES, ETC. The Agent shall have
                        received for its own account all reasonable fees, costs
                        and expenses due and payable pursuant to SECTION 10.3,
                        if then invoiced.

           SECTION 5.2. INITIAL BORROWING OF A DESIGNATED SUBSIDIARY. The
obligations of the Lender to fund an initial Borrowing of any Designated
Subsidiary shall be subject to the prior or concurrent satisfaction of each of
the conditions precedent in this SECTION 5.2., in addition to the applicable
conditions precedent set forth in SECTIONS 5.1 and 5.3.

                             SECTION 5.2.1. DESIGNATION LETTER. The Agent shall
                        have received, in sufficient number of counterpart
                        originals to provide one to each Lender, a Designation
                        Letter for such Designated Subsidiary.

                             SECTION 5.2.2. NOTES. The Agent shall have
                        received, for the account of each Lender, the Notes
                        of such Designated Subsidiary, duly executed and
                        delivered by such Designated Subsidiary.

                             SECTION 5.2.3. AUTHORIZATIONS AND APPROVALS. The
                        Agent shall have received authenticated copies of all
                        such governmental authorizations, consents, approvals,
                        and licenses as may be required under applicable law and
                        regulations for each Borrower then borrowing to make and
                        perform this Agreement and the Notes and to borrow and
                        (in the case of the Company) guaranty Loans hereunder.

                             SECTION 5.2.4. GUARANTY. The Agent shall have
                        received, in sufficient number of counterpart originals
                        to provide one to each Lender, a Guaranty, duly executed
                        by the Company, of the obligations of such Designated
                        Subsidiary under this Agreement and the Notes of such
                        Designated Subsidiary.
<PAGE>
                             SECTION 5.2.5. RESOLUTIONS. The Agent shall have
                        received a copy, duly certified by the Designated
                        Subsidiary's secretary or an assistant secretary and in
                        sufficient number of counterpart originals to provide
                        one to each Lender, of (i) the resolutions of the
                        Designated Subsidiary's Board of Directors authorizing
                        the execution and delivery of the Designation Letter and
                        the Note of such Designated Subsidiary and authorizing
                        the borrowings thereunder, (ii) all documents evidencing
                        other necessary corporate action, and (iii) all
                        approvals or consents, if any, with respect to the
                        Designation Letter and such Designated Subsidiary's
                        Note.

                             SECTION 5.2.6. INCUMBENCY. The Agent shall have
                        received, in sufficient number of counterpart originals
                        to provide one to each Lender a certificate of the
                        Designated Subsidiary's secretary, assistant secretary
                        or manager certifying the names of the Designated
                        Subsidiary's officers authorized to sign the Designation
                        Letter, the Note of such Designated Subsidiary and all
                        other documents or certificates to be delivered to the
                        Agent or any Lender, together with the true signatures
                        of such officers.

           SECTION 5.3. ALL BORROWINGS. The obligation of each Lender to fund
any Loan on the occasion of any Borrowing (including the initial Borrowing)
shall be subject to the satisfaction of each of the conditions precedent set
forth in this SECTION 5.3.

                             SECTION 5.3.1. COMPLIANCE WITH WARRANTIES, NO
                        DEFAULT, ETC. Both before and after giving effect to
                        any Borrowing the following statements shall be true and
                        correct and certified as such by a certificate of the
                        president, chief financial officer (or, if none, the
                        chief financial Authorized Corporate Officer) of the
                        Company delivered by the Company to the Agent:

                                     (a) the representations and warranties set
                                forth in ARTICLE VI (excluding, however, those
                                contained in SECTION 6.6, 6.7, 6.8 and 6.9)
                                shall be true and correct with the same effect
                                as if then made (unless stated to relate solely
                                to an earlier date, in which case such
                                representations and warranties shall be true and
                                correct as of such earlier date) except for such
                                changes as are specifically permitted hereunder;

                                     (b) except as disclosed by the Company to
                                the Agent and the Lenders  pursuant to SECTION
                                6.7

                                              (i)  no labor controversy,
                                         litigation, arbitration or governmental
                                         investigation or proceeding shall be
                                         pending or, to the knowledge of the
                                         Company, threatened against the Company
                                         or any of its Subsidiaries which might
                                         reasonably be expected to materially
                                         adversely affect the Company's
                                         consolidated business, operations,
                                         assets, revenues, properties or

<PAGE>
                                         prospects or which purports to affect
                                         the legality, validity or
                                         enforceability of this Agreement, the
                                         Notes or any other Loan Document; and

                                              (ii)  no development shall have
                                         occurred in any labor controversy,
                                         litigation, arbitration or governmental
                                         investigation or proceeding disclosed
                                         pursuant to SECTION 6.7 which might
                                         reasonably be expected to materially
                                         adversely affect the consolidated
                                         businesses, operations, assets,
                                         revenues, properties or prospects of
                                         the Company and its Subsidiaries;

                                     (c) no Default shall have then occurred and
                                be continuing, and neither the Company nor any
                                of its Subsidiaries are in material violation of
                                any law or governmental regulation or court
                                order or decree.

                             SECTION 5.3.2 BORROWING REQUEST. The Agent shall
                        have received a request for such Borrowing in accordance
                        with SECTION 2.3. Each of the request for a Borrowing
                        and the acceptance by such Borrower of the proceeds of
                        such Borrowing shall constitute (a) a representation and
                        warranty by the Company and such Borrower that on the
                        date of such Borrowing (both immediately before and
                        after giving effect to such Borrowing and the
                        application of the proceeds thereof) the statements made
                        in SECTION 5.3.1 are true and correct and (b) the
                        certification required by such section.

                             SECTION 5.3.3 INSURANCE. There shall have been no
                        material change, or notice of prospective material
                        change in the nature, extent, scope or cost of the
                        insurance referred to in SECTION 6.12 which change would
                        have a material adverse effect on the financial
                        condition of the Company and its Subsidiaries on a
                        consolidated basis or would significantly adversely
                        affect the Company's or any other Borrower's ability to
                        perform its obligations under this Agreement or under
                        any Note.

                             SECTION 5.3.4 FORM U-1. At any time at which the
                        current value of the margin stock owned by any Borrower
                        exceeds 25% of the value of such Borrower's assets which
                        may not be pledged or made subject to a Lien pursuant to
                        the terms hereof, such Borrower shall have delivered to
                        the Agent with each request for a Borrowing for such
                        Borrower, a statement for such Borrower in conformity
                        with the requirements of Federal Reserve Form U-1
                        referred to in Regulation U of the F.R.S. Board.

                             SECTION 5.3.5 SATISFACTORY LEGAL FORM. All
                        documents executed or submitted pursuant hereto by or on
                        behalf of the Company, any other Borrower, any of the
                        Company's Subsidiaries or any other Obligors shall be
                        satisfactory in form and substance to the Agent and its
                        counsel; the Agent and its counsel shall have received
                        all information, approvals, opinions, documents or
                        instruments as the Agent or its counsel may reasonably
                        request.
<PAGE>
                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

           In order to induce the Lenders and the Agent to enter into this
Agreement and to make Loans hereunder, the Company represents and warrants unto
the Agent and each Lender as set forth in this ARTICLE VI.

           SECTION 6.1. ORGANIZATION, ETC. The Company and each of its
Subsidiaries is a corporation validly organized and existing and in good
standing under the laws of the jurisdiction of its incorporation or formation
and is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction where the nature of its business requires such
qualification, except such jurisdictions where failure to so qualify and be in
good standing is not reasonably likely to have a material adverse effect on the
operations or financial condition of the Company and its Subsidiaries taken as a
whole. The Company has, and each Subsidiary upon becoming a Designated
Subsidiary will have, full power and authority and holds, and will hold, all
requisite governmental consents and other approvals to enter into, deliver and
perform its Obligations under this Agreement, its Notes and each other Loan
Document to which it is a party and to own and hold under lease its property and
to conduct its business substantially as currently conducted by it.

           SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC.  The
execution, delivery and performance by the Company of this Agreement, the Notes
and each other Loan Document executed or to be executed by it and the execution,
delivery and performance by each Designated Subsidiary or other Obligor of each
Loan Document executed or to be executed by it are within the Company's and each
such Designated Subsidiary's or other Obligor's corporate powers, have been duly
authorized by all necessary corporate action, and do not

                             (a)  contravene the Company's, any Designated
                        Subsidiary's or any such other Obligor's Organic
                        Documents;

                             (b) contravene any contractual restriction, law or
                        governmental regulation or court decree or order binding
                        on the Company, any such Designated Subsidiary or any
                        such other Obligor; or

                             (c) result in, or require the creation or
                        imposition of, any Lien on any of the Company's, any
                        Designated Subsidiary's or any other Obligor's
                        properties.

           SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC. The Company and
its Subsidiaries are in material compliance with all statutes and governmental
rules and regulations applicable to them and no authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance by the Company, any Designated Subsidiary or any other Obligor of
this Agreement, the Notes or any other Loan Document to which it is a party.
Neither the Company nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.
<PAGE>
           SECTION 6.4. VALIDITY, ETC. This Agreement constitutes, and the Notes
and each other Loan Document executed by the Company, on the due execution and
delivery thereof, constitute, the legal, valid and binding obligations of the
Company, enforceable in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies; and each
Loan Document executed pursuant hereto by each Designated Subsidiary or other
Obligor will, on the due execution and delivery thereof by such Designated
Subsidiary or other Obligor, be the legal, valid and binding obligation of such
Designated Subsidiary or other Obligor enforceable in accordance with its terms,
with like exception.

           SECTION 6.5. FINANCIAL INFORMATION. The audited consolidated balance
sheets of the Company and its Subsidiaries as at September 30, 1996 and the
unaudited consolidated balance sheets of the Company and its Subsidiaries as at
March 31, 1997, and the related statements of earnings and cash flow of the
Company and each of its Subsidiaries, copies of which have been furnished to the
Agent and each Lender, have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the results of their
operations for the periods then ended.

           SECTION 6.6. NO MATERIAL ADVERSE CHANGE. Since the dates of the
financial statements described in SECTION 6.5, there has been no material
adverse change in the financial condition, operations, assets, business,
properties or prospects of the Company and its Subsidiaries taken as a whole.

           SECTION 6.7. LITIGATION, LABOR CONTROVERSIES, ETC. There is no
pending or, to the knowledge of the Company, threatened litigation, action or
proceeding against the Company or any of its Subsidiaries or labor controversy
involving the Company or any of its Subsidiaries or any of their respective
properties, which might reasonably be expected to materially adversely affect
the financial condition, operations, assets, business, properties or prospects
of the Company and its Subsidiaries taken as a whole or which purports to affect
the legality, validity or enforceability of this Agreement, the Notes or any
other Loan Document, except as disclosed in ITEM 6.7 ("Litigation") or ITEM 6.14
("Environmental Matters") of the Disclosure Schedule.

           SECTION 6.8. SUBSIDIARIES. The Company has no Subsidiaries, except
those Subsidiaries

                             (a)  which are identified in ITEM 6.8 ("EXISTING
                        SUBSIDIARIES") of the Disclosure Schedule; or

                             (b) which are permitted to have been acquired after
                        the Effective Date in accordance with SECTION 7.2.5.

           SECTION 6.9. PARTNERSHIPS; JOINT VENTURES. Neither the Company nor
any of its Subsidiaries is a partner or a joint venturer in any partnership or
joint venture other than the partnerships and joint ventures which are
identified in ITEM 6.9 ("Partnerships and Joint Ventures") of the Disclosure
Schedule.

           SECTION 6.10. OWNERSHIP OF PROPERTIES. The Company and each of its
Subsidiaries owns good and marketable title to all of its properties and assets,
real and personal, tangible and intangible, of any nature whatsoever (including
patents, trademarks, trade names, service marks and copyrights), free and clear
of all Liens, charges or claims (including infringement claims with respect to
patents, trademarks, copyrights and the like) except as permitted pursuant to
SECTION 7.2.2.
<PAGE>
           SECTION 6.11. TAXES. The Company and each of its Subsidiaries has
filed all tax returns and reports required by law to have been filed by it and
have paid all taxes and governmental charges thereby shown to be owing, except
any such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books.

           SECTION 6.12. INSURANCE. The Company and each of its Subsidiaries
maintain insurance, including self-insurance, to such extent and against such
hazards and liabilities as is commonly maintained by companies similarly
situated.

           SECTION 6.13. PENSION AND WELFARE PLANS. During the twelve-
consecutive-month period prior to the date of the execution and delivery of this
Agreement and prior to the date of any Borrowing hereunder, no Reportable Event
has occurred, no steps have been taken by the PBGC, the Company or an ERISA
Affiliate to terminate or withdraw from any Pension Plan, and no contribution
failure has occurred with respect to any Pension Plan sufficient to give rise to
a Lien under section 302(f) of ERISA. No condition exists or event or
transaction has occurred with respect to any Pension Plan which might result in
the incurrence by the Company or any ERISA Affiliate of any material liability,
fine or penalty. Except as disclosed in ITEM 6.13 ("Employee Benefit Plans") of
the Disclosure Schedule, neither the Company nor any ERISA Affiliate has any
contingent liability with respect to any post-retirement benefit under a Welfare
Plan, other than liability for continuation coverage described in Part 6 of
Title I of ERISA.

           SECTION 6.14. ENVIRONMENTAL WARRANTIES.

                             (a) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        all facilities and property (including underlying
                        groundwater) owned or leased by the Company or any of
                        its Subsidiaries have been, and continue to be, owned or
                        leased by the Company and its Subsidiaries in material
                        compliance with all Environmental Laws.

                             (b) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        there have been no past, and there are no pending or, to
                        the Company's knowledge, threatened

                                     (i) claims, complaints, notices or requests
                                for information received by the Company or any
                                of its Subsidiaries with respect to any alleged
                                violation of any Environmental Law, or

                                     (ii)  complaints, notices or inquiries to
                                the Company or any of its Subsidiaries regarding
                                potential liability under any Environmental Law

                        which might reasonably be expected to materially
                        adversely affect the financial condition, operations,
                        assets, business, properties or prospects of the Company
                        and its Subsidiaries taken as a whole.
<PAGE>
                             (c) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        there have been no Releases of Hazardous Materials at,
                        on or under any property now or previously owned or
                        leased by the Company or any of its Subsidiaries that,
                        singly or in the aggregate, have resulted in, or may
                        reasonably be expected to result in, the incurrence by
                        the Company or any of its Subsidiaries of an expense,
                        liability, fine or penalty in an amount which might
                        reasonably be expected to materially adversely affect
                        the operations or financial condition of the Company and
                        its Subsidiaries taken as a whole.

                             (d) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        the Company and its Subsidiaries have been issued and
                        are in compliance with all permits, certificates,
                        approvals, licenses and other authorizations relating to
                        environmental matters and necessary for their businesses
                        except where failure to so comply is not reasonably
                        likely to have a material adverse effect on the
                        operations or financial condition of the Company and its
                        Subsidiaries taken as a whole.

                             (e) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule, no
                        property now or previously owned or leased by the
                        Company or any of its Subsidiaries is listed on the
                        National Priorities List pursuant to CERCLA, on the
                        CERCLIS, or on any similar state list of sites requiring
                        investigation or clean-up.

                             (f) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        there are no underground storage tanks, active or
                        abandoned, including petroleum storage tanks, on or
                        under any property now or previously owned or leased by
                        the Company or any of its Subsidiaries that, singly or
                        in the aggregate, have resulted in, or may reasonably be
                        expected to result in, the incurrence by the Company or
                        any of its Subsidiaries of an expense, liability, fine
                        or penalty in an amount which might reasonably be
                        expected to materially adversely affect the operations
                        or financial condition of the Company and its
                        Subsidiaries taken as a whole.

                             (g) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        neither the Company nor any of its Subsidiaries has
                        directly transported or directly arranged for the
                        transportation of any Hazardous Material to any location
                        which is listed on the National Priorities List pursuant
                        to CERCLA, on the CERCLIS, or on any similar state list
                        or which is the subject of federal, state or local
                        enforcement actions or other investigations which has
                        resulted in or may reasonably be expected to result in
                        claims against the Company or such Subsidiary for any
                        remedial work, damage to natural resources or personal
                        injury, including claims under CERCLA, in an amount
                        which might reasonably be expected to materially
                        adversely affect the operations or financial condition
                        of the Company and its Subsidiaries taken as a whole.
<PAGE>
                             (h) Except as set forth in ITEM 6.14
                        ("ENVIRONMENTAL MATTERS") of the Disclosure Schedule,
                        there are no polychlorinated biphenyls or friable
                        asbestos present at any property now or previously owned
                        or leased by the Company or any Subsidiary of the
                        Company that, singly or in the aggregate, have resulted
                        in, or may reasonably be expected to result in, the
                        incurrence by the Company or any of its Subsidiaries of
                        an expense, liability, fine or penalty in an amount
                        which might reasonably be expected to materially
                        adversely affect the operations or financial condition
                        of the Company and its Subsidiaries taken as a whole.

           SECTION 6.15. REGULATIONS G, U AND X. The Company is not engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of, purchasing or carrying margin stock, and no proceeds
of any Loans will be used for a purpose which violates, or would be inconsistent
with, F.R.S. Board Regulation G, U or X. As of the date of the initial Borrowing
and after giving effect to the intended application of the proceeds of each
Borrowing thereafter, the current value of the margin stock owned by the Company
at such time does not exceed 25% of the value of the Company's assets which may
not be pledged or made subject to any Lien pursuant to this Agreement. Terms for
which meanings are provided in F.R.S. Board Regulation G, U or X or any
regulations substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

           SECTION 6.16. ACCURACY OF INFORMATION. All factual information
heretofore or contemporaneously furnished by or on behalf of the Company in
writing to the Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby taken together does not, and
all other such factual information hereafter furnished by or on behalf of the
Company to the Agent or any Lender taken together will not, on the date as of
which such information is dated or certified, contain any untrue statement of a
material fact or omit a material fact necessary to make the factual information
contained therein not misleading in light of the circumstances in which it was
provided.


                                   ARTICLE VII

                                    COVENANTS


           SECTION 7.1. AFFIRMATIVE COVENANTS. The Company agrees with the Agent
and each Lender that, until all Commitments have terminated and all Obligations
have been paid and performed in full, the Company will perform the obligations
set forth in this SECTION 7.1.

                             SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS,
                        NOTICES, ETC . The Company will furnish, or will cause
                        to be furnished, to each Lender and the Agent copies of
                        the following financial statements, reports, notices and
                        information:

                                     (a) as soon as available and in any event
                                within 60 days after the end of each of the
                                first three Fiscal Quarters of each Fiscal Year
                                of the Company, consolidated balance sheets of
                                the Company and its Subsidiaries as of the end

<PAGE>
                                of such Fiscal Quarter and consolidated
                                statements of earnings and cash flow of the
                                Company and its Subsidiaries for such Fiscal
                                Quarter and for the period commencing at the end
                                of the previous Fiscal Year and ending with the
                                end of such Fiscal Quarter, certified by the
                                chief financial officer or treasurer (or, if
                                none, the chief financial Authorized Corporate
                                Officer) of the Company;

                                     (b) as soon as available and in any event
                                within 120 days after the end of each Fiscal
                                Year of the Company, a copy of the annual audit
                                report for such Fiscal Year for the Company and
                                its Subsidiaries, including therein consolidated
                                balance sheets of the Company and its
                                Subsidiaries as of the end of such Fiscal Year
                                and consolidated statements of earnings and cash
                                flow of the Company and its Subsidiaries for
                                such Fiscal Year, in each case certified
                                (without any Impermissible Qualification) in a
                                manner acceptable to the Agent and the Required
                                Lenders by independent public accountants of
                                recognized national standing or other
                                independent public accountants acceptable to the
                                Agent and the Required Lenders;

                                     (c) as soon as available and in any event
                                within 60 days after the end of each Fiscal
                                Quarter (except the last Fiscal Quarter of each
                                Fiscal Year) and within 120 days after the end
                                of each Fiscal Year, a certificate, executed by
                                the chief financial officer or treasurer (or, if
                                none, the chief financial Authorized Corporate
                                Officer) of the Company, showing (in reasonable
                                detail and with appropriate calculations and
                                computations in all respects satisfactory to the
                                Agent) compliance with the financial covenants
                                set forth in SECTIONS 7.2.3 and 7.2.8 and
                                stating that no Default has occurred and is
                                continuing or, if there is any such Default, a
                                statement setting forth details of such Default
                                and the action which the Company has taken and
                                proposes to take with respect thereto;

                                     (d) together with the information referred
                                to in PARAGRAPH (B) above, a report from an
                                Authorized Corporate Officer (i) setting forth
                                any changes in the identity of the Company's
                                Subsidiaries, joint ventures or partnerships
                                identified in ITEM 6.9 of the Disclosure
                                Schedule and, in the case of new Subsidiaries,
                                joint ventures or partnerships, describing the
                                nature and percentage ownership interest therein
                                of the Company and its Subsidiaries, (ii)
                                describing any change in the nature and extent
                                of the ownership interest in any of the
                                Company's Subsidiaries, joint ventures or
                                partnerships and (iii) to the extent not
                                previously identified, indicating each
                                Subsidiary of the Company having a Consolidated
                                Total Assets equal to or greater than 50% of the
                                Company's Consolidated Total Assets;
<PAGE>
                                     (e) together with the certificate referred
                                to in PARAGRAPH (C) above, (x) the occurrence of
                                any materially adverse development of which the
                                Company has become aware with respect to any
                                litigation, action, proceeding, or labor
                                controversy described in SECTION 6.7, (y) the
                                commencement of any material labor controversy,
                                litigation, action, proceeding of which the
                                Company has become aware, of the type described
                                in SECTION 6.7, or (z) the occurrence of a
                                Default, notice thereof and, with respect to a
                                Default, the steps being taken by the Company or
                                the Subsidiary, as the case may be, affected
                                with respect thereto, from an Authorized
                                Corporate Officer;

                                     (f) promptly after the sending or filing
                                thereof, copies of all reports which the Company
                                sends to its equity securityholders, and all
                                reports and registration statements (other than
                                S-8 registration statements) which the Company
                                or any of its Subsidiaries files with the
                                Securities and Exchange Commission or any
                                national securities exchange;

                                     (g) promptly after becoming aware of the
                                institution of any steps by the Company, the
                                PBGC or any ERISA Affiliate to terminate any
                                Pension Plan, or the failure to make a required
                                contribution to any Pension Plan if such failure
                                is sufficient to give rise to a Lien under
                                section 302(f) of ERISA, or the taking of any
                                action with respect to a Pension Plan which
                                could result in the requirement that the Company
                                furnish a bond or other security to the PBGC or
                                such Pension Plan, or the occurrence of any
                                event with respect to any Pension Plan which
                                could result in the incurrence by the Company of
                                any material liability, fine or penalty, or any
                                material increase in the contingent liability of
                                the Company with respect to any post-retirement
                                Welfare Plan benefit, notice thereof and copies
                                of all documentation relating thereto;

                                     (h) within five days of any purchase of any
                                "margin stock" as defined in Regulation U of the
                                F.R.S. Board, a written report in the form set
                                forth as EXHIBIT G hereto of the amount and type
                                of any margin stock so purchased;

                                     (i) as soon as available and in any event
                                within five days after the effective date
                                thereof, a written report of any written
                                amendment of or waiver with respect to the
                                Senior Note Agreements, together with a copy of
                                the relevant document(s) evidencing such
                                amendment or waiver; and

                                     (j) such other information respecting the
                                condition or operations, financial or otherwise,
                                of the Company or any of its Subsidiaries, or
                                the Company's or any other Borrower's compliance
                                with this Agreement, as any Lender through the
                                Agent may from time to time reasonably request.
<PAGE>
                             SECTION 7.1.2. COMPLIANCE WITH LAWS, ETC. The
                        Company will, and will cause each of its Subsidiaries
                        to, comply in all material respects with all applicable
                        laws, rules, regulations and orders, such compliance to
                        include (without limitation):

                                     (a) except as otherwise permitted by
                                SECTION 7.2.8, the maintenance and preservation
                                of its and each Subsidiary's respective
                                existence and all rights, privileges, licenses,
                                patents, patent rights, copyrights, trademarks,
                                trade names, franchises and other authority
                                necessary for the conduct of their respective
                                businesses in the ordinary course as conducted
                                from time to time; and

                                     (b) the payment, before the same become
                                delinquent, of all taxes, assessments,
                                governmental charges or levies imposed upon it
                                or upon its property, franchises or assets
                                except to the extent (i) being diligently
                                contested in good faith by appropriate
                                proceedings and for which adequate reserves in
                                accordance with GAAP shall have been set aside
                                on its books or (ii) failure to so pay would
                                neither (A) have a material adverse effect on
                                the operations or financial condition of the
                                Company and its Subsidiaries taken as a whole
                                nor (B) otherwise result in the occurrence of a
                                Default.

                                     SECTION 7.1.3. INSURANCE. The Company will,
                        and will cause each of its Subsidiaries to, maintain or
                        cause to be maintained insurance with respect to its
                        properties and business (including business interruption
                        insurance) against such casualties and contingencies and
                        of such types and in such amounts as is customary in the
                        case of similar businesses. Nothing contained in this
                        SECTION 7.1.3 shall preclude the Company and its
                        Subsidiaries from maintaining self-insurance and
                        co-insurance to the extent that such self-insurance and
                        co-insurance would not have a material adverse effect on
                        the operations or financial condition of the Company and
                        its Subsidiaries taken as a whole.

                                     SECTION 7.1.4. ENVIRONMENTAL COVENANT. The
                        Company will, and will cause each of its Subsidiaries
                        to,

                                     (a) use and operate all of its facilities
                                and properties in material compliance with all
                                Environmental Laws, keep all necessary permits,
                                approvals, certificates, licenses and other
                                authorizations relating to environmental matters
                                in effect and remain in material compliance
                                therewith, and handle all Hazardous Materials in
                                material compliance with all applicable
                                Environmental Laws; and


<PAGE>
                                     (b) immediately notify the Agent and
                                provide copies upon receipt of all written
                                claims, complaints, notices or inquiries
                                relating to the condition of its facilities and
                                properties or compliance with Environmental Laws
                                if such condition may reasonably be expected to
                                result in the incurrence by the Company or any
                                of its Subsidiaries of an expense, liability,
                                fine or penalty in an amount which might
                                reasonably be expected to materially adversely
                                affect the operations or financial condition of
                                the Company and its Subsidiaries taken as a
                                whole.

           SECTION 7.2. NEGATIVE COVENANTS. The Company agrees with the Agent
and each Lender that, until all Commitments have terminated and all Obligations
have been paid and performed in full, the Company will perform the obligations
set forth in this SECTION 7.2.

                             SECTION 7.2.1. LIENS. The Company will not, and
                        will not permit any of its Subsidiaries to, create,
                        incur, assume or suffer to exist any Lien upon any of
                        its property, revenues or assets (other than capital
                        stock of the Company held as treasury stock), whether
                        now owned or hereafter acquired, except, without
                        duplication:

                                     (a)  Liens granted to the Agent or any
                                Lender under this Agreement or any other Loan
                                Document;

                                     (b)  Liens outstanding on the Effective
                                Date and listed on ITEM 7.2.1 to the Disclosure
                                Schedule or disclosed in the financial
                                statements referred to in SECTION 6.5;

                                     (c)  Liens securing the Indebtedness of a
                                Subsidiary of the Company to the Company or to
                                another such Subsidiary;

                                     (d)  Liens granted or incurred after the
                                Effective Date to secure the payment of the
                                purchase price or construction costs incurred in
                                connection with the acquisition or construction
                                by the Company or any of its Subsidiaries of
                                fixed assets useful and intended to be used in
                                carrying on the business of the Company or one
                                of its Subsidiaries, including Liens existing on
                                such fixed assets at the time of acquisition or
                                construction thereof or at the time of
                                acquisition by the Company or one of its
                                Subsidiaries of any business entity then owning
                                such fixed assets, whether or not such existing
                                Liens were given to secure the payment of the
                                purchase price or construction costs of the
                                fixed assets to which they attach, so long as
                                they were not incurred, extended or renewed in
                                contemplation of such acquisition or
                                construction; PROVIDED, that (i) the Lien shall
                                attach solely to the fixed assets acquired,

<PAGE>
                                constructed or purchased, (ii) at the time of
                                the acquisition, construction or purchase of
                                such fixed assets, the aggregate amount
                                remaining unpaid on all Indebtedness secured by
                                Liens on such fixed assets, whether or not
                                assumed by the Company or one of its
                                Subsidiaries, shall not exceed an amount equal
                                to the lesser of (x) the total purchase price or
                                construction costs, as applicable, thereof or
                                (y) the fair market value thereof at the time of
                                acquisition, construction or purchase (as
                                determined in good faith by the Board of
                                Directors of the Company), and (iii) immediately
                                before and after the granting or incurring of
                                any such Lien no Default exists which is
                                continuing;

                                     (e)  Liens for taxes, assessments or other
                                governmental charges or levies not at the time
                                delinquent or thereafter payable without penalty
                                or being diligently contested in good faith by
                                appropriate proceedings and for which adequate
                                reserves in accordance with GAAP shall have been
                                set aside on its books;

                                     (f)  Liens of carriers, warehousemen,
                                mechanics, materialmen and landlords incurred in
                                the ordinary course of business for sums not
                                overdue for a period of more than 30 days or
                                being diligently contested in good faith by
                                appropriate proceedings and for which adequate
                                reserves in accordance with GAAP shall have been
                                set aside on its books;

                                     (g)  Liens incurred in the ordinary course
                                of business in connection with workmen's
                                compensation, unemployment insurance or other
                                forms of governmental insurance or benefits, or
                                to secure performance of tenders, statutory
                                obligations, leases and contracts (other than
                                for borrowed money) entered into in the ordinary
                                course of business or to secure obligations on
                                surety or appeal bonds;

                                     (h)  Liens other than Liens excepted by
                                CLAUSES (A) through (G) above securing an
                                aggregate amount of Indebtedness not exceeding
                                10% of the Company's Consolidated Total
                                Capitalization; and

                                     (i)  any renewal or extension of any Lien
                                permitted by the foregoing CLAUSES (B), (D) or
                                (H) of this Section with extension, refunding or
                                refinancing of the Indebtedness secured thereby
                                made without increase in the then outstanding
                                principal amount thereof and as long as
                                immediately before and after any such extension,
                                refunding or refinancing of Indebtedness no
                                Default exists which is continuing.
<PAGE>
                             SECTION 7.2.2. FINANCIAL CONDITION. The Company
                        will not permit:

                                     (a)  Its Interest Coverage Ratio for any
                                Fiscal Quarter to be less than 3.00 to 1.00.

                                     (b)  Its Leverage Ratio to be at any time
                                greater than 2.00 to 1.00.

                             SECTION 7.2.3. LONG-TERM LEASES. The Company will
                        not permit the aggregate Rentals for any Long-Term
                        Leases payable in any Fiscal Year by the Company and its
                        Subsidiaries to exceed 20% of the Company's Consolidated
                        Total Capitalization as at the last day of the preceding
                        Fiscal Year.

                             SECTION 7.2.4. INVESTMENTS. The Company will not,
                        and will not permit any of its Subsidiaries to, make,
                        incur, assume or suffer to exist any Investment in any
                        other Person, except:

                                     (a)  Investments existing on the Effective
                                Date and identified in ITEM 7.2.4(A) ("ONGOING
                                INVESTMENTS") of the Disclosure Schedule;

                                     (b)  Cash Equivalent Investments;

                                     (c)  in the ordinary course of business,
                                Investments by the Company in any of its
                                Subsidiaries, or by any such Subsidiary in any
                                of its Subsidiaries, by way of contributions to
                                capital or loans or advances; and

                                     (d)  other Investments in an aggregate
                                amount at any one time not to exceed the sum of
                                (i) the Company's Consolidated Net Worth as
                                reflected in the Company's most recently issued
                                consolidated balance sheet MINUS $110,000,000
                                PLUS (ii) fifteen percent (15%) of the Company's
                                Consolidated Net Worth as reflected in the
                                Company's most recently issued consolidated
                                balance sheet MINUS the amount by which the
                                aggregate amount of Intangibles of the Company
                                and its consolidated Subsidiaries determined on
                                a consolidated basis acquired after the
                                Effective Date exceeds fifteen percent (15%) of
                                the Company's Consolidated Net Worth as
                                reflected in the Company's most recently issued
                                consolidated balance sheet;

                        PROVIDED, HOWEVER, that

                                     (e)  any Investment which when made
                                complies with the requirements of the definition
                                of the term "CASH EQUIVALENT INVESTMENT" may
                                continue to be held notwithstanding that such
                                Investment if made thereafter would not comply
                                with such requirements; and

                                     (f)  no Investment otherwise permitted by
                                CLAUSE (C) or (D) shall be permitted to be made
                                if, immediately before or after giving effect
                                thereto, any Default shall have occurred and be
                                continuing.
<PAGE>
                             SECTION 7.2.5. CONSOLIDATION, MERGER, ETC. The
                        Company will not, and will not permit any of its
                        Subsidiaries to, liquidate or dissolve, consolidate
                        with, or merge into or with, any other corporation, or
                        purchase or otherwise acquire all or substantially all
                        of the assets of any Person (or of any division thereof)
                        other than (a) any such transaction among or between
                        Subsidiaries of the Company as long as the surviving
                        Person (in the case of a liquidation, merger,
                        dissolution or consolidation) or the acquiring Person
                        (in the case of an acquisition) is a wholly-owned
                        Subsidiary of the Company (and if as a result thereof
                        any such Subsidiary which will cease to exist is a
                        Designated Subsidiary, the obligations of such
                        Subsidiary shall be assumed by a Subsidiary which is a
                        Designated Subsidiary) or (b) any such transaction
                        involving the Company if the Company is the surviving
                        corporation, and provided that both before and after
                        giving effect to any such transaction (whether involving
                        the Company or any of its Subsidiaries), no Default has
                        occurred and is continuing and the Company continues to
                        meet all of its obligations under this Agreement and the
                        other Loan Documents.

                             SECTION 7.2.6. ASSET DISPOSITIONS, ETC .
                        Except as otherwise permitted by this Section, the
                        Company will not, and will not permit any of its
                        Subsidiaries to, sell, transfer, lease, contribute or
                        otherwise convey, or grant options, warrants or other
                        rights with respect to, all or any substantial part of
                        its assets (including accounts receivable and capital
                        stock of Subsidiaries) to any Person.
                        Notwithstanding the foregoing:

                                     (a)  the Company or any of its Subsidiaries
                        may sell, for a cash consideration equal to not less
                        than the fair market value thereof (as determined in
                        good faith by the Board of Directors of the Company)
                        assets which constitute a "substantial part" (as defined
                        below in this Section) of the assets of the Company and
                        its Subsidiaries if, within ninety (90) days after the
                        date of any such sale:

                                              (1)  the Person selling such
                                         assets applies that portion (the
                                         "EXCESS PORTION") of the net proceeds
                                         received upon such sale which exceeds
                                         fifteen percent (15%) of the Company's
                                         Consolidated Net Assets (determined as
                                         of the last day of the calendar month
                                         immediately preceding the month in
                                         which such sale occurs), to the
                                         purchase (or shall have entered into a
                                         firm and binding agreement to purchase,
                                         within one hundred eighty (180) days
                                         after the date of such sale), for a
                                         cost not exceeding the fair market
                                         value thereof (as determined in good
                                         faith by the Board of Directors of the
                                         Company), of other assets which will be
                                         used or useful in the ordinary course
                                         of the business of the Person selling
                                         such assets, or
<PAGE>
                                              (2)  the Company, by written
                                         notice to each holder of outstanding
                                         Consolidated Funded Debt of the Company
                                         not less than thirty (30) days prior to
                                         the date fixed by the Company for the
                                         prepayment or purchase referred to
                                         below (which notice shall state that
                                         the same is given pursuant to the
                                         provisions of this SECTION 7.2.6 and
                                         that any such holder that elects to
                                         accept such offer must do so by notice
                                         given to the Company, in writing or by
                                         telex, not less than ten (10) days
                                         prior to such date of prepayment or
                                         purchase), shall have offered, pursuant
                                         to a pro-rata offer made concurrently
                                         to all holders of then outstanding
                                         Consolidated Funded Debt, to apply an
                                         amount equal to that portion of the
                                         Excess Portion not applied as provided
                                         in CLAUSE (1) above, to the prepayment
                                         or purchase, on the date specified in
                                         such notice (which date shall be within
                                         such ninety (90) day period) of
                                         Consolidated Funded Debt (at a
                                         prepayment or purchase price not
                                         exceeding the principal amount thereof
                                         and accrued interest thereon to the
                                         date of such prepayment or purchase,
                                         and without premium); provided,
                                         however, that, if and to the extent
                                         that any holder of Consolidated Funded
                                         Debt declines such offer in whole or in
                                         part, that portion of the Excess
                                         Portion offered to such holder and not
                                         applied to the prepayment or purchase
                                         of Consolidated Funded Debt held by it
                                         shall be offered by the Company (within
                                         ten (10) days following the expiration
                                         of such ninety (90) day period) to be
                                         applied, on a pro-rata basis, to the
                                         prepayment or purchase on the date
                                         specified in such offer (which date
                                         shall be thirty (30) days following the
                                         expiration of such ninety (90) day
                                         period), on the same terms as provided
                                         above, of Consolidated Funded Debt held
                                         by all
                                holders of Consolidated Funded Debt which
                                elected to accept the initial prepayment or
                                purchase offer (any such holder electing to
                                accept such offer must notify the Company of
                                such election by notice given to the Company, in
                                writing or by telex, at least ten days prior to
                                the date fixed by the Company for said
                                prepayment or purchase);

                                provided, however, that the aggregate book value
                                of assets sold by the Company and its
                                Subsidiaries in any Fiscal Year pursuant to the
                                provisions of this PARAGRAPH (A) shall not
                                exceed thirty-five percent (35%) of the
                                Company's Consolidated Net Assets, determined as
                                of the last day of the immediately preceding
                                Fiscal Year; and
<PAGE>
                                     (b)  so long as no Event of Default or
                                Unmatured Event of Default exists, the Company
                                or any Subsidiary may sell or factor accounts
                                receivable owned by it, without recourse or
                                liability (except (i) usual and customary
                                contingent liabilities incurred by an endorser
                                without recourse or in connection with customary
                                warranties usually made in connection with sales
                                "without recourse" of accounts receivable and
                                (ii) repurchase or indemnity obligations with
                                respect thereto not exceeding ten percent (10%)
                                of the face amount of such accounts receivable)
                                and for an amount not less than the fair value
                                of such receivables;

                        As used in this SECTION 7.2.6 a sale, lease or other
                        disposition of assets shall be deemed to be a
                        "substantial part" of the assets of the Company and its
                        Subsidiaries only if the book value of such assets, when
                        added to the book value of all other assets sold, leased
                        or otherwise disposed of by the Company and its
                        Subsidiaries (other than (i) the sale or other
                        disposition of property which is worn-out, obsolete or
                        unserviceable and (ii) the sale of goods and services in
                        the ordinary course of business) during the same Fiscal
                        Year, exceeds fifteen percent (15%) of the Company's
                        Consolidated Net Assets, determined as of the end of the
                        immediately preceding Fiscal Year.

                             SECTION 7.2.7. TRANSACTIONS WITH AFFILIATES. The
                        Company will not, and will not permit any of its
                        Subsidiaries to, enter into or be a party to any
                        transaction, arrangement or contract with any of its
                        Related Parties (excluding any transactions,
                        arrangements or contracts entered into by the Company or
                        one of its Subsidiaries with any of its Related Parties
                        in good faith, and which the Company has in good faith
                        determined to be in the long term best interests of the
                        Company and its Subsidiaries taken as a whole),
                        including, without limitation, the purchase from, sale
                        to or exchange of property with, or the rendering of any
                        service by or for, any such Related Party, unless such
                        arrangement or contract is fair and equitable to the
                        Company or such Subsidiary and is a transaction,
                        arrangement or contract of the kind which would be
                        entered into by a prudent Person in the position of the
                        Company or such Subsidiary with a Person which is not
                        one of its Related Parties.

                             SECTION 7.2.8.  NEGATIVE PLEDGES, RESTRICTIVE
                        AGREEMENTS, ETC.  The Company will not, and will not
                        permit any of its Subsidiaries to, enter into any
                        agreement (excluding this Agreement and any other Loan
                        Document) prohibiting

                                     (a)  the creation or assumption of any Lien
                                upon its properties, revenues or assets, whether
                                now owned or hereafter acquired, or the ability
                                of the Company or any other Obligor to amend or
                                otherwise modify this Agreement or any other
                                Loan Document; or
<PAGE>
                                     (b)  the ability of any Subsidiary to make
                                any payments, directly or indirectly, to the
                                Company by way of dividends, advances,
                                repayments of loans or advances, reimbursements
                                of management and other intercompany charges,
                                expenses and accruals or other returns on
                                investments, or any other agreement or
                                arrangement which restricts the ability of any
                                such Subsidiary to make any payment, directly or
                                indirectly, to the Company.

                             SECTION 7.2.9. BUSINESS ACTIVITIES. The Company
                        will not, and will not permit any Subsidiary to, engage
                        in any business if, as a result, the general nature of
                        the businesses then to be engaged in by the Company and
                        its Subsidiaries taken as a whole, would be
                        substantially changed from the businesses in which they
                        are currently engaged and other activities related or
                        complementary thereto.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

           SECTION 8.1. LISTING OF EVENTS OF DEFAULT. Each of the following
events or occurrences described in this SECTION 8.1 shall constitute an "EVENT
OF DEFAULT".

                             SECTION 8.1.1. NON-PAYMENT OF OBLIGATIONS. Any
                        Borrower shall default in the payment or prepayment when
                        due of any principal on any Loan, or any Borrower shall
                        default (and such default shall continue unremedied for
                        a period of five days) in the payment when due of any
                        fee, any interest or of any other Obligation.

                             SECTION 8.1.2. BREACH OF WARRANTY. Any
                        epresentation or warranty of the Company, any
                        Designated Subsidiary or any other Obligor made or
                        deemed to be made hereunder or in any other Loan
                        Document executed by it or any other writing or
                        certificate furnished by or on behalf of the Company,
                        such Designated Subsidiary or such other Obligor to the
                        Agent or any Lender for the purposes of or in connection
                        with this Agreement or any such other Loan Document
                        (including any certificates delivered pursuant to
                        ARTICLE V) is or shall be incorrect when made or deemed
                        made in any material respect.

                             SECTION 8.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS
                        AND OBLIGATIONS. The Company shall default in the due
                        performance and observance of any of its obligations
                        under SECTION 7.2 (other than SECTION 7.2.3).

                             SECTION 8.1.4. NON-PERFORMANCE OF OTHER COVENANTS
                        AND OBLIGATIONS. The Company, any Designated Subsidiary
                        or any other Obligor shall default in the due
                        performance and observance of any other agreement
                        contained herein or in any other Loan Document executed
                        by it, and such default shall continue unremedied for a
                        period of 30 days after the earlier of (i) the day on

<PAGE>
                        which the chief executive officer, chief operating
                        officer, chief financial officer, Treasurer or Secretary
                        of the Company first obtains actual knowledge of such
                        default, or (ii) notice thereof shall have been given to
                        the Company by the Agent or any Lender.

                             SECTION 8.1.5. DEFAULT ON OTHER INDEBTEDNESS. (a) A
                        default shall occur in the payment when due (subject to
                        any applicable grace period), whether by acceleration or
                        otherwise, of (i) any Indebtedness under the Senior Note
                        Agreements or (ii) any other Indebtedness (other than
                        Indebtedness described in SECTION 8.1.1) of, or
                        guaranteed by, the Company or any of its Subsidiaries
                        having a principal amount, individually or in the
                        aggregate, in excess of $5,000,000; or (b) a default
                        shall occur in the performance or observance of any
                        obligation or condition with respect to (i) any
                        Indebtedness under the Senior Note Agreements or (ii)
                        any other Indebtedness of, or guaranteed by, the Company
                        or any of its Subsidiaries having a principal amount,
                        individually or in the aggregate, in excess of
                        $5,000,000, if the effect of such default is to
                        accelerate the maturity of any such Indebtedness or such
                        default shall continue unremedied for any applicable
                        period of time sufficient to permit the holder or
                        holders of such Indebtedness, or any trustee or agent
                        for such holders, to cause such Indebtedness to become
                        due and payable prior to its expressed maturity.

                             SECTION 8.1.6. JUDGMENTS. Any judgments or orders
                        for the payment of money aggregating in excess of
                        $5,000,000 shall be rendered against the Company or any
                        of its Subsidiaries or against any property or assets of
                        either and either

                                     (a)  enforcement proceedings shall have
                                been commenced by any creditor upon such
                                judgments or orders; or

                                     (b) there shall be any period of 60
                                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.

                             SECTION 8.1.7. PENSION PLANS. Any of the following
                        events shall occur with respect to any Pension Plan:
                        (a) the institution of any steps by the Company, any
                        ERISA Affiliate or any other Person to terminate a
                        Pension Plan if, as a result of such termination, the
                        Company or any such ERISA Affiliate could be required to
                        make a contribution to such Pension Plan, or could
                        reasonably expect to incur a liability or obligation to
                        such Pension Plan, in excess of $1,000,000; or (b) a
                        contribution failure occurs with respect to any Pension
                        Plan sufficient to give rise to a Lien under Section
                        302(f) of ERISA.

                             SECTION 8.1.8. CONTROL OF THE COMPANY. Any Change
                        in Control shall occur.
<PAGE>
                             SECTION 8.1.9. BANKRUPTCY, INSOLVENCY, ETC.  The
                        Company or any of its Subsidiaries shall

                                     (a) become insolvent or generally fail to
                                pay, or admit in writing its inability or
                                unwillingness to pay, debts as they become due;

                                     (b) apply for, consent to, or acquiesce in,
                                the appointment of a trustee, receiver,
                                sequestrator or other custodian for the Company
                                or any of its Subsidiaries or any property of
                                any thereof, or make a general assignment for
                                the benefit of creditors;

                                     (c) in the absence of such application,
                                consent or acquiescence, permit or suffer to
                                exist the appointment of a trustee, receiver,
                                sequestrator or other custodian for the Company
                                or any of its Subsidiaries or for a substantial
                                part of the property of any thereof, and such
                                trustee, receiver, sequestrator or other
                                custodian shall not be discharged within 60
                                days, provided that the Company and each
                                Subsidiary hereby expressly authorizes the Agent
                                and each Lender to appear in any court
                                conducting any relevant proceeding during such
                                60-day period to preserve, protect and defend
                                their rights under the Loan Documents;

                                     (d) permit or suffer to exist the
                                commencement of any bankruptcy, reorganization,
                                debt arrangement or other case or proceeding
                                under any bankruptcy or insolvency law, or any
                                dissolution, winding up or liquidation
                                proceeding, in respect of the Company or any of
                                its Subsidiaries, and, if any such case or
                                proceeding is not commenced by the Company or
                                such Subsidiary, such case or proceeding shall
                                be consented to or acquiesced in by the Company
                                or such Subsidiary or shall result in the entry
                                of an order for relief or shall remain for 60
                                days undismissed, provided that the Company and
                                each Subsidiary hereby expressly authorizes the
                                Agent and each Lender to appear in any court
                                conducting any such case or proceeding during
                                such 60-day period to preserve, protect and
                                defend their rights under the Loan Documents; or

                                     (e)  take any action authorizing, or in
                                furtherance of, any of the foregoing.


           SECTION 8.2. ACTION IF BANKRUPTCY. If any Event of Default described
in CLAUSES (A) through (E) of SECTION 8.1.9 shall occur with respect to the
Company or any Subsidiary, the Commitments(if not theretofore terminated) shall
automatically terminate and be reduced to zero and the and the outstanding
principal amount of all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without notice or
demand.
<PAGE>
           SECTION 8.3. ACTION IF OTHER EVENT OF DEFAULT . If any Event of
Default (other than any Event of Default described in CLAUSES (A) through (E) of
SECTION 8.1.9 with respect to the Company or any Subsidiary) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the Agent, upon the
direction of the Required Lenders, shall by notice to the Company declare all or
any portion of the outstanding principal amount of the Loans and other
Obligations to be due and payable and/or the Commitments (if not theretofore
terminated) to be terminated and reduced to zero, whereupon the full unpaid
amount of such Loans and other Obligations which shall be so declared due and
payable shall be and become immediately due and payable, without further
notice, demand or presentment, and/or, as the case may be, the Commitments shall
terminate and be reduced to zero.


                                   ARTICLE IX

                                    THE AGENT

           SECTION 9.1. ACTIONS. Each Lender hereby appoints B of A as its Agent
under and for purposes of this Agreement, the Notes and each other Loan
Document. Each Lender authorizes the Agent to act on behalf of such Lender under
this Agreement, the Notes and each other Loan Document and, in the absence of
other written instructions from the Required Lenders received from time to time
by the Agent (with respect to which the Agent agrees that it will comply, except
as otherwise provided in this Section or as otherwise determined by the Agent in
good faith on advice from legal counsel that to do so could (i) be in violation
of the terms of this Agreement or another Loan Document, (ii) be contrary to
public policy or in violation of law, regulation, guideline, decision, directive
or opinion of any court or regulator or governmental or regulatory body having
jurisdiction over the Agent, or (iii) expose the Agent to liability, fine or
penalty), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Agent by the terms hereof and thereof, together
with such powers as may be reasonably incidental thereto. Each Lender hereby
indemnifies (which indemnity shall survive any termination of this Agreement)
the Agent, PRO RATA according to such Lender's Percentage, from and against any
and all liabilities, obligations, losses, damages, claims, costs or expenses of
any kind or nature whatsoever which may at any time be imposed on, incurred by,
or asserted against, the Agent in any way relating to or arising out of this
Agreement, the Notes and any other Loan Document, including reasonable
attorneys' fees, and as to which the Agent is not reimbursed by the Company;
PROVIDED, HOWEVER, that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, claims, costs or expenses
which are determined by a court of competent jurisdiction in a final proceeding
to have resulted solely from the Agent's gross negligence or wilful misconduct.
The Agent shall not be required to take any action hereunder, under the Notes or
under any other Loan Document, or to prosecute or defend any suit in respect of
this Agreement, the Notes or any other Loan Document, unless it is indemnified
hereunder to its satisfaction. If any indemnity in favor of the Agent shall be
or become, in the Agent's determination, inadequate, the Agent may call for
additional indemnification from the Lenders and cease to do the acts indemnified
against hereunder until such additional indemnity is given.

           SECTION 9.2. FUNDING RELIANCE, ETC. Unless the Agent shall have been
notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., Chicago
time, on the day prior to a Borrowing that such Lender will not make available
the amount which would constitute its Percentage of such Borrowing on the date
specified therefor, the Agent may assume that such Lender has made such amount
available to the Agent and, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If and to the extent that such Lender shall
not have made such amount available to the Agent, such Lender and the Company
severally agree to repay the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date the Agent made such
amount available to the Company to the date such amount is repaid to the Agent,
at the interest rate applicable at the time to Loans comprising such Borrowing.
<PAGE>
           SECTION 9.3. EXCULPATION. Neither the Agent nor any of its directors,
officers, employees or agents shall be liable to any Lender for any action taken
or omitted to be taken by it under this Agreement or any other Loan Document, or
in connection herewith or therewith, except for its own wilful misconduct or
gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution of
this Agreement or any other Loan Document, nor to make any inquiry respecting
the performance by the Company of its obligations hereunder or under any other
Loan Document. Any such inquiry which may be made by the Agent shall not
obligate it to make any further inquiry or to take any action. The Agent shall
be entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Agent believes to
be genuine and to have been presented by a proper Person.

           SECTION 9.4. SUCCESSOR. The Agent may resign as such at any time upon
at least 30 days' prior notice to the Company and all Lenders. If the Agent at
any time shall resign, the Required Lenders may appoint another Lender as a
successor Agent which shall thereupon become the Agent hereunder. If no
successor Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within 30 days after the retiring Agent's giving
notice of resignation, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be one of the Lenders or a commercial
banking institution organized under the laws of the U.S. (or any State thereof)
or a U.S. branch or agency of a commercial banking institution, and having a
combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall be entitled to receive from the retiring Agent such documents of transfer
and assignment as such successor Agent may reasonably request, and shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under this Agreement. After any retiring Agent's
resignation hereunder as the Agent, the provisions of

                             (a) this ARTICLE IX shall inure to its benefit as
                        to any actions taken or omitted to be taken by it while
                        it was the Agent under this Agreement; and

                             (b)  SECTION 10.3 and SECTION 10.4 shall continue
                        to inure to its benefit.


           SECTION 9.5. LOANS BY LENDERS. B of A shall have the same rights and
powers with respect to (x) the Loans made by it or any of its Related Parties,
and (y) the Notes held by it or any of its Related Parties as any other Lender
and may exercise the same as if it were not the Agent. B of A and its Related
Parties may accept deposits from, lend money to, and generally engage in any
kind of business with the Company or any Subsidiary or Related Party of the
Company as if B of A were not the Agent hereunder.

           SECTION 9.6. CREDIT DECISIONS. Each Lender acknowledges that it has,
independently of the Agent and each other Lender, and based on such Lender's
review of the financial information of the Company, this Agreement, the other
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitment.
Each Lender also acknowledges that it will, independently of the Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.
<PAGE>
           SECTION 9.7. COPIES, ETC. The Agent shall give prompt notice to each
Lender of each notice or request required or permitted to be given to the Agent
by the Company pursuant to the terms of this Agreement (unless concurrently
delivered to the Lenders by the Company). The Agent will distribute to each
Lender each document or instrument received for its account and copies of all
other communications received by the Agent from the Company for distribution to
the Lenders by the Agent in accordance with the terms of this Agreement.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

           SECTION 10.1. WAIVERS, AMENDMENTS, ETC. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Company and the Required Lenders; PROVIDED, HOWEVER, that no
such amendment, modification or waiver which would:

                             (a) modify any requirement hereunder that any
                        particular action be taken by all the Lenders or by the
                        Required Lenders, shall be effective unless consented to
                        by each Lender;

                             (b) modify this SECTION 10.1, change the definition
                        of "REQUIRED LENDERS", increase the Commitment Amount,
                        Designated Subsidiary or the Percentage of any Lender
                        (except pursuant to assignments in accordance with
                        SECTION 10.11), reduce any fees described in ARTICLE
                        III, or extend the Commitment Termination Date shall be
                        made without the consent of each Lender and each holder
                        of a Note;

                             (c) extend the due date for, or reduce the amount
                        of, any scheduled repayment or prepayment of principal
                        of or interest on any Loan (or reduce the principal
                        amount of or rate of interest on any Loan) shall be made
                        without the consent of the holder of the Note evidencing
                        such Loan; or

                             (d) affect adversely the interests, rights or
                        obligations of the Agent QUA the Agent shall be made
                        without consent of the Agent.

No failure or delay on the part of the Agent, any Lender or the holder of any
Note in exercising any power or right under this Agreement or any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on
the Company in any case shall entitle it to any notice or demand in similar or
other circumstances. No waiver or approval by the Agent, any Lender or the
holder of any Note under this Agreement or any other Loan Document shall, except
as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

           SECTION 10.2. NOTICES. All notices and other communications provided
to any party hereto under this Agreement or any other Loan Document shall be in
writing or by Telex or by facsimile and addressed, delivered or transmitted to
such party at its address, Telex or facsimile number set forth below its

<PAGE>
signature hereto or set forth in the Lender Assignment Agreement or at such
other address, Telex or facsimile number as may be designated by such party in a
notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when sent; PROVIDED, HOWEVER, that notices to the Agent
under SECTIONS 2.3 through 2.5 shall not be effective until actually received by
the Agent; any notice, if transmitted by facsimile, shall be deemed given when
transmitted.

           SECTION 10.3. PAYMENT OF COSTS AND EXPENSES. The Company agrees to
pay on demand all reasonable expenses of the Agent (including the fees and
out-of-pocket expenses of counsel to the Agent and of local counsel, if any,
who may be retained by counsel to the Agent) in connection with

                             (a) the negotiation, preparation, execution and
                        delivery of this Agreement and of each other Loan
                        Document, including schedules and exhibits, and any
                        amendments, waivers, consents, supplements or other
                        modifications to this Agreement or any other Loan
                        Document as may from time to time hereafter be required,
                        whether or not the transactions contemplated hereby are
                        consummated, and

                             (b) the preparation and review of the form of any
                        document or instrument relevant to this Agreement or any
                        other Loan Document.

The Company further agrees to pay, and to save the Agent and the Lenders
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Agreement, the borrowings
hereunder, or the issuance of the Notes or any other Loan Documents or the
acceptance of telephonic or other instructions for making Loans. The Company
also agrees to reimburse the Agent and each Lender upon demand its reasonable
expenses, including fees and out-of-pocket expenses of counsel (including
counsel who may be employees of the Agent or such Lender), incurred by the Agent
or such Lender in connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.

           SECTION 10.4. INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Company hereby indemnifies, exonerates and holds the Agent and each Lender
and each of their respective officers, directors, employees and agents
(collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective of whether
any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements
(collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to

                             (a)  any transaction financed or to be financed in
                        whole or in part, directly or indirectly, with the
                        proceeds of any Loan;

                             (b) the entering into and performance of this
                        Agreement and any other Loan Document by any of the
                        Indemnified Parties (including any action brought by or
                        on behalf of the Company as the result of any
                        determination by the Required Lenders pursuant to
                        ARTICLE V not to fund any Borrowing); or
<PAGE>
                             (c) any investigation, litigation or proceeding
                        related to any acquisition or proposed acquisition by
                        the Company or any of its Subsidiaries of all or any
                        portion of the stock or assets of any Person, whether or
                        not the Agent or such Lender is party thereto,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct, or such Indemnified Party's failure to comply
with SECTIONS 10.11 or 10.12. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Company hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

           SECTION 10.5. SURVIVAL. The obligations of the Company under SECTIONS
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
SECTION 9.1, shall in each case survive any termination of this Agreement, the
payment in full of all Obligations and the termination of all Commitments. The
representations and warranties made by each Obligor in this Agreement and in
each other Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document.

           SECTION 10.6. SEVERABILITY. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

           SECTION 10.7. HEADINGS. The various headings of this Agreement and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

           SECTION 10.8. EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Company and the Agent and be deemed to be an
original and all of which shall constitute together but one and the same
agreement. This Agreement shall become effective when counterparts hereof
executed on behalf of the Company and each Lender (or notice thereof
satisfactory to the Agent) shall have been received by the Agent and notice
thereof shall have been given by the Agent to the Company and each Lender.

           SECTION 10.9. GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT, THE
NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. This
agreement, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto.

           SECTION 10.10. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; PROVIDED, HOWEVER, that:

                             (a)  the Company may not assign or transfer its
                        rights or obligations hereunder without the prior
                        written consent of the Agent and all Lenders; and

                             (b)  the rights of sale, assignment and transfer of
                        the Lenders are subject to SECTION 10.11.
<PAGE>
           SECTION 10.11. SALE AND TRANSFER OF LOANS AND NOTE; PARTICIPATIONS IN
LOANS AND NOTE . Each Lender may assign, or sell participations in, its Loans
and Commitment to one or more other Persons in accordance with this SECTION
10.11.

                             SECTION 10.11.1.  ASSIGNMENTS.  Any Lender,

                                     (a)  with the written consents of the
                                Company and the Agent (which consents shall not
                                be unreasonably delayed or withheld and which
                                consent, in the case of the Company, shall be
                                deemed to have been given in the absence of a
                                written notice delivered by the Company to the
                                Agent, on or before the fifth Banking Day after
                                receipt by the Company of such Lender's request
                                for consent, stating, in reasonable detail, the
                                reasons why the Company proposes to withhold
                                such consent) may at any time assign and
                                delegate to one or more commercial banks or
                                other financial institutions, and

                                     (b)  with notice to the Company and the
                                Agent, but without the consent of the Company or
                                the Agent, may assign and delegate to any of its
                                Affiliates or to any other Lender

                        (each Person described in either of the foregoing
                        clauses as being the Person to whom such assignment and
                        delegation is to be made, being hereinafter referred to
                        as an "ASSIGNEE LENDER"), all or any fraction of such
                        Lender's total Loans and Commitment (which assignment
                        and delegation shall be of a constant, and not a
                        varying, percentage of all the assigning Lender's Loans
                        and Commitment) in a minimum aggregate amount of the
                        lesser of (x) such Lender's total Loans and Commitment
                        and (y) $5,000,000 PROVIDED, HOWEVER, that any such
                        Assignee Lender will comply, if applicable, with the
                        provisions contained in the penultimate sentence of
                        SECTION 4.6 and FURTHER, PROVIDED, HOWEVER, that, the
                        Company and the Agent shall be entitled to continue to
                        deal solely and directly with such Lender in connection
                        with the interests so assigned and delegated to an
                        Assignee Lender until

                                     (c)  written notice of such assignment and
                                delegation, together with payment instructions,
                                addresses and related information with respect
                                to such Assignee Lender, shall have been given
                                to the Company and the Agent by such Lender and
                                such Assignee Lender,

                                     (d)  such Assignee Lender shall have
                                executed and delivered to the Company and the
                                Agent a Lender Assignment Agreement, accepted by
                                the Agent, and

                                     (e)  the processing fees described below
                                shall have been paid.
<PAGE>
                        From and after the date that the Agent accepts such
                        Lender Assignment Agreement, (x) the Assignee Lender
                        thereunder shall be deemed automatically to have become
                        a party hereto and to the extent that rights and
                        obligations hereunder have been assigned and delegated
                        to such Assignee Lender in connection with such Lender
                        Assignment Agreement, shall have the rights and
                        obligations of a Lender hereunder and under the other
                        Loan Documents, and (y) the assignor Lender, to the
                        extent that rights and obligations hereunder have been
                        assigned and delegated by it in connection with such
                        Lender Assignment Agreement, shall be released from its
                        obligations hereunder and under the other Loan
                        Documents. Within five Banking Days after its receipt of
                        notice that the Agent has received an executed Lender
                        Assignment Agreement, the Borrower shall execute and
                        deliver to the Agent (for delivery to the relevant
                        Assignee Lender) a new Note evidencing such Assignee
                        Lender's assigned Loans and Commitment and, if the
                        assignor Lender has retained Loans and a Commitment
                        hereunder, a replacement Note in the principal amount of
                        the Loans and Commitment retained by the assignor Lender
                        hereunder (such Note to be in exchange for, but not in
                        payment of, that Note then held by such assignor
                        Lender). Each such Note shall be dated the date of the
                        predecessor Note. The assignor Lender shall mark the
                        predecessor Note "exchanged" and deliver it to the
                        Borrower. Accrued interest on that part of the
                        predecessor Note evidenced by the new Note, and accrued
                        fees, shall be paid as provided in the Lender Assignment
                        Agreement. Accrued interest on that part of the
                        predecessor Note evidenced by the replacement Note shall
                        be paid to the assignor Lender. Accrued interest and
                        accrued fees shall be paid at the same time or times
                        provided in the predecessor Note and in this Agreement.
                        Such assignor Lender or such Assignee Lender must also
                        pay a processing fee to the Agent upon delivery of any
                        Lender Assignment Agreement in the amount of $3,000. Any
                        attempted assignment and delegation not made in
                        accordance with this SECTION 10.11.1 shall be null and
                        void.

                             SECTION 10.11.2. PARTICIPATIONS. Any Lender may at
                        any time sell to one or more commercial banks or other
                        Persons (each of such commercial banks and other Persons
                        being herein called a "PARTICIPANT") participating
                        interests in any of the Loans, its Commitment, or other
                        interests of such Lender hereunder; PROVIDED, HOWEVER,
                        that

                                     (a)  no participation contemplated in this
                                SECTION 10.11 shall relieve such Lender from its
                                Commitment or its other obligations hereunder or
                                under any other Loan Document,

                                     (b)  such Lender shall remain solely
                                responsible for the performance of its
                                Commitment and such other obligations,
<PAGE>
                                     (c)  each Borrower and the Agent shall
                                continue to deal solely and directly with such
                                Lender in connection with such Lender's rights
                                and obligations under this Agreement and each of
                                the other Loan Documents,

                                     (d)  no Participant, unless such
                                Participant is an Affiliate of such Lender, or
                                is itself a Lender, shall be entitled to require
                                such Lender to take or refrain from taking any
                                action hereunder or under any other Loan
                                Document, except that such Lender may agree with
                                any Participant that such Lender will not,
                                without such Participant's consent, take any
                                actions of the type described in CLAUSE (B) or
                                (C) of SECTION 10.1, and

                                     (e) the Company shall not be required to
                                pay any amount under SECTION 4.6 that is greater
                                than the amount which it would have been
                                required to pay had no participating interest
                                been sold.

                        The Company acknowledges and agrees that each
                        Participant, for purposes of SECTIONS 4.3, 4.4, 4.5,
                        4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a
                        Lender.

           SECTION 10.12. EXEMPT CHARACTER OF TRANSACTION. The Company, the
Lenders and the Agent agree that each will not (and in the case of the Company,
it will not permit any Subsidiary to), directly or indirectly, sell or offer, or
attempt to or offer to dispose of, any interest in the Notes or any
substantially similar instruments of any borrower hereunder, or solicit any
offers to buy any interest therein from, or otherwise approach or negotiate with
respect thereto with, any Person whatsoever so as to bring the execution and
delivery of either this Agreement or the Notes within the provisions of Section
5 of the Securities Act of 1933, as now in effect or later amended.

           SECTION 10.13. OTHER TRANSACTIONS. Nothing contained herein shall
preclude the Agent or any other Lender from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Company or any of its Affiliates in which the Company or such Affiliate
is not restricted hereby from engaging with any other Person.

           SECTION 10.14. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE
LENDERS OR THE COMPANY SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS
SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH LITIGATION. THE COMPANY FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY

<PAGE>
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

           SECTION 10.15. WAIVER OF JURY TRIAL . THE AGENT, THE LENDERS AND THE
COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE COMPANY. THE
COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH
SUCH OTHER LOAN DOCUMENT.




<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                               ANDREW CORPORATION


                       By: ______________________________
                        Title: _________________________

                        Address: 10500 West 153rd Street
                              Orland Park, IL 60462

                           Facsimile No.: 708-349-5287

                       Attention: Mr. M. Jeffrey Gittelman
                                    Treasurer

<PAGE>
                         BANK OF AMERICA NATIONAL TRUST
                        AND SAVINGS ASSOCIATION, as Agent


                       By: ______________________________
                        Title: _________________________

                        Address: 231 South LaSalle Street
                                Chicago, IL 60697

                           Facsimile No.: 312-974-9102


                          Attention: Mr. David Johanson
                           Agency Management Services

<PAGE>
                                     LENDERS


                         BANK OF AMERICA NATIONAL TRUST
                             AND SAVINGS ASSOCIATION


                        By: _____________________________
                         Title: ________________________

                                    Domestic
                        Office: 231 South LaSalle Street
                                Chicago, IL 60697

                           Facsimile No.: 312-828-1974

                            Attention: Mr. Rob Ritter
                                      CBD-I


                                   Eurodollar
                        Office: 231 South LaSalle Street
                                Chicago, IL 60697

                           Facsimile No.: 312-828-1974

                            Attention: Mr. Rob Ritter

<PAGE>
                               ABN AMRO BANK N.V.


                        By: _____________________________
                         Title: ________________________

                        By: _____________________________
                         Title: ________________________

                                    Domestic
                        Office: 135 South LaSalle Street
                                    Suite 625
                                Chicago, IL 60603

                           Facsimile No.: 312-606-8425

                             Attention: Joann Holman


                                   Eurodollar
                        Office: 135 South LaSalle Street
                                    Suite 625
                                Chicago, IL 60603

                           Facsimile No.: 312-606-8425

                             Attention: Joann Holman

<PAGE>
                       THE FIRST NATIONAL BANK OF CHICAGO

                        By: _____________________________
                         Title: ________________________

                                    Domestic
                        Office: One First National Plaza
                                   Suite 0088
                                Chicago, IL 60670

                           Facsimile No.: 312-732-2715

                          Attention: Ms. Cheryl McCabe


                                   Eurodollar
                        Office: One First National Plaza
                                   Suite 0088
                                Chicago, IL 60670

                           Facsimile No.: 312-732-2715

                          Attention: Ms. Cheryl McCabe


<PAGE>
                                   SCHEDULE I
                             Schedule of Percentages


A.  LENDER                          PERCENTAGE


    Bank of America National Trust
       and Savings Association           50%
    ABN AMRO Bank N.V.                   25%
    First National Bank of Chicago       25%



<PAGE>
                                   SCHEDULE II



                              DISCLOSURE SCHEDULE*


ITEM 6.7      LITIGATION.

              DESCRIPTION OF PROCEEDING             ACTION OR CLAIM SOUGHT




ITEM 6.8      EXISTING SUBSIDIARIES.

              State of               Ownership      Business
NAME          INCORPORATION            %            DESCRIPTION





ITEM 6.11     EMPLOYEE BENEFIT PLANS.


ITEM 6.12     ENVIRONMENTAL MATTERS.


ITEM 7.2.2(b) INDEBTEDNESS TO BE PAID.


              CREDITOR                              OUTSTANDING PRINCIPAL AMOUNT


ITEM 7.2.4(a) ONGOING INVESTMENTS.


--------------------
*    Item numbers are keyed to refer to Sections where the item is principally
     referred to and will have to be revised as such Sections are renumbered.

<PAGE>
                                    EXHIBIT A



                                REPLACEMENT NOTE


                                                       __________, 19__



         FOR VALUE RECEIVED, the undersigned, [BORROWER'S NAME], a ___________
corporation (the "BORROWER"), promises to pay to the order of
______________________ (the "LENDER") on the Stated Maturity Date, the principal
sum of all Loans shown on the schedules attached hereto (and any continuation
thereof) made by the Lender pursuant to that certain Amended and Restated Credit
Agreement, dated as of November 1, 1997 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the
"AGREEMENT"), among Andrew Corporation (the "COMPANY"), certain Subsidiaries of
the Company, including the Borrower, Bank of America National Trust and Savings
Association, as Agent, and the various financial institutions (including the
Agent) as are, or may from time to time become, parties thereto.

         The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Agreement.

         Payments of both principal and interest are to be made in U.S. Dollars
or the appropriate Eurocurrency, as applicable, in same day or immediately
available funds to the account designated by the Agent pursuant to the
Agreement.

         This Note is a Note referred to in, and evidences Indebtedness incurred
under, the Agreement, to which reference is made for a statement of the terms
and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms used herein have the meanings provided
in the Agreement.


         This Note constitutes a renewal and restatement of that certain Note of
the Borrower, dated June 16, 1993, payable to the order of the Lender in the
original principal amount of the appropriate Eurocurrency or U.S. Dollars, as
applicable, __________, (the "ORIGINAL NOTE"). The indebtedness evidenced by the
Original Note is continuing indebtedness, and nothing contained herein shall be
deemed to constitute a payment, settlement or novation of the Original Note.


         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.

         THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.

                                                   [BORROWER NAME]


                                                   By_________________________
                                                     Title:


<PAGE>
                                                 Schedule A to Replacement Note



           REFERENCE RATE LOANS AND REPAYMENT OF REFERENCE RATE LOANS



                   (2)
                   Amount                       (4)
                    and            (3)        Amount and
                  Currency       Interest      Currency         (5)
    (1)             of           Period of        of          Notation
   DATE            LOAN           LOAN        LOAN REPAID      MADE BY
______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________

______________ ______________ ______________ ______________ ______________


<PAGE>
                                                 Schedule B to Replacement Note



       EURODOLLAR RATE AND EUROCURRENCY RATE LOANS AND REPAYMENT OF LOANS





                   (2)
                  Amount                        (4)
                   and            (3)         Amount and
                 Currency       Interest       Currency         (5)
      (1)           of          Period of         of          Notation
     DATE          LOAN           LOAN        LOAN REPAID      MADE BY
______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

______________ ______________ ______________ ______________ _______________

<PAGE>
                                                Schedule C to Replacement Note



                    QUOTED RATE LOANS AND REPAYMENT OF LOANS






                    (2)
                   Amount          (3)
                     of         Amount of        (4)
     (1)           Quoted      Quoted Rate     Notation
     DATE           LOAN       LOAN REPAID      MADE BY
______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

______________ ______________ ______________ ______________

<PAGE>
                                    EXHIBIT B

                                BORROWING REQUEST


Bank of America National Trust
 and Savings Association, as Agent
231 South LaSalle Street
Chicago, Illinois  60697

Attention:  Mr. Rob Ritter
            CBD-I

                               ANDREW CORPORATION


Gentlemen and Ladies:

         This Borrowing Request is delivered to you pursuant to Section 2.3 of
the Amended and Restated Credit Agreement, dated as of November 1, 1997 (the
"AGREEMENT"), among Andrew Corporation, a Delaware corporation (the "COMPANY"),
certain subsidiaries of the Company, certain financial institutions and Bank of
America National Trust and Savings Association ("BofA")(the "AGENT"). Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Agreement.

         The Company hereby requests that a Borrowing of Loans be made to
BORROWER'S NAME in the aggregate principal amount of $______ on ______, 19__ as
[Eurodollar Rate Loans having an Interest Period of ______ months] [Quoted Rate
Loans having an Interest Period of ______] [Reference Rate Loans].

         The Company hereby acknowledges that, pursuant to SECTION 5.3.2 of the
Agreement, each of the delivery of this Borrowing Request and the acceptance by
the Borrower of the proceeds of the Loans requested hereby constitute a
representation and warranty by the Company that, on the date of such Loans, and
before and after giving effect thereto and to the application of the proceeds
therefrom, all statements set forth in SECTION 5.3.1 are true and correct in all
material respects.

         The Company agrees that if prior to the time of the Borrowing requested
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Agent. Except to the
extent, if any, that prior to the time of the Borrowing requested hereby the
Agent shall receive written notice to the contrary from the Company, each matter
certified to herein shall be deemed once again to be certified as true and
correct at the date of such Borrowing as if then made.

         Please wire transfer the proceeds of the Borrowing to the accounts of
the following persons at the financial institutions indicated respectively:

Amount to be           PERSON TO BE PAID                   Name, Address, etc.
TRANSFERRED         NAME           ACCOUNT NO.             OF TRANSFEREE

$____________     _____________   _____________           ____________________
                                                          ____________________
                                                          Attention:__________

$____________     _____________   _____________           ____________________
                                                          ____________________
                                                          Attention:__________


Balance of    [BORROWER'S NAME]   _____________           ____________________
such proceeds                                             ____________________
                                                          Attention:__________

<PAGE>
         The Company has caused this Borrowing Request to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly Authorized Corporate Officer this ___ day of ____________, 19__ .


                                                ANDREW CORPORATION

                                                By:__________________________
                                                   Name:_____________________
                                                   Title:____________________

<PAGE>
                                    EXHIBIT C

                                    GUARANTY


         GUARANTY (this "GUARANTY"), dated as of November 1, 1997, made by
ANDREW CORPORATION, a Delaware corporation (the "Guarantor"), in favor of each
of the Lender Parties (as defined below).

                              W I T N E S S E T H:
         WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated
as of November 1, 1997, (the "AGREEMENT"), among the Guarantor, a Delaware
corporation, certain Subsidiaries of the Guarantor, the various commercial
lending institutions (individually a "LENDER" and collectively the "LENDERS") as
are, or may from time to time become, parties thereto and Bank of America
National Trust and Savings Association as agent (together with any successors(s)
thereto in such capacity, the "AGENT") for the Lenders, the Lenders have
extended Commitments to make Loans to the Borrowers (as defined below); and

         WHEREAS, as a condition precedent to the Lender making the initial
Loans under the Agreement to a Designated Subsidiary, the Guarantor is required
to execute and deliver this Guaranty; and

         WHEREAS, the Guarantor has duly authorized the execution, delivery and
performance of this Guaranty; and

         WHEREAS, it is in the best interests of the Guarantor to execute this
Guaranty inasmuch as the Guarantor will derive substantial direct and indirect
benefits from the Loans made from time to time to a Designated Subsidiary by the
Lenders pursuant to the Agreement;

         NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Lenders to make Loans to a
Designated Subsidiary pursuant to the Agreement, the Guarantor agrees, for the
benefit of each Lender Party, as follows:


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. CERTAIN TERMS. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

         "AGENT" is defined in the FIRST RECITAL.

         "AGREEMENT" is defined in the FIRST RECITAL.

         "BORROWERS" mean the Guarantor and the Designated Subsidiary

         "DESIGNATED SUBSIDIARY" means each subsidiary of the Guarantor
identified as a Designated Subsidiary in a Designation Letter delivered to the
Agent, from time to time.

         "GUARANTOR" is defined in the PREAMBLE.

         "GUARANTY" is defined in the PREAMBLE.

         "LENDER" is defined in the FIRST RECITAL.

         "LENDER PARTY" means, as the context may require, any Lender or the
Agent and each of its respective successors, transferees and assigns.
<PAGE>
         "LENDERS" is defined in the FIRST RECITAL.

         "TAXES" is defined in CLAUSE (A) of SECTION 2.8.

         "U.C.C." means the Uniform Commercial Code as in effect in the State of
Illinois.

         SECTION 1.2. AGREEMENT DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, terms used in this Guaranty, including its
preamble and recitals, have the meanings provided in the Agreement.

         SECTION 1.3. U.C.C. DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
as in effect in the State of Illinois are used in this Guaranty, including its
preamble and recitals, with such meanings.


                                   ARTICLE II

                               GUARANTY PROVISIONS

         SECTION 2.1. GUARANTY. The Guarantor hereby absolutely, unconditionally
and irrevocably

                           (a) guarantees the full and punctual payment when
                      due, whether at stated maturity, by required prepayment,
                      declaration, acceleration, demand or otherwise, of all
                      Obligations of any Designated Subsidiary now or hereafter
                      existing under the Agreement, the Notes and each other
                      Loan Document to which any Designated Subsidiary is or may
                      become a party, whether for principal, interest, fees,
                      expenses or otherwise (including, without limitation, all
                      such amounts which would become due but for the operation
                      of the automatic stay under Section 362(a) of the United
                      States Bankruptcy Code, 11 U.S.C. ss.362(a), and the
                      operation of Sections 502(b) and 506(b) of the United
                      States Bankruptcy Code, 11 U.S.C. ss.502(b) and
                      ss.506(b)), and

                           (b) indemnifies and holds harmless each Lender Party
                      and each holder of any Note for any and all costs and
                      expenses (including reasonable attorney's fees (who may be
                      employees of the Lender Party) and expenses) incurred by
                      such Lender Party or such holder, as the case may be, in
                      enforcing any rights under this Guaranty.

This Guaranty constitutes a guaranty of payment when due and not of collection,
and the Guarantor specifically agrees that it shall not be necessary or required
that any Lender Party or any holder of any Note exercise any right, assert any
claim or demand or enforce any remedy whatsoever against any Designated
Subsidiary (or any other Person) before or as a condition to the obligations of
the Guarantor hereunder.

         SECTION 2.2. ACCELERATION OF GUARANTY. The Guarantor agrees that, in
the event of the dissolution or insolvency of any Designated Subsidiary or the
Guarantor, or the inability or failure of any Designated Subsidiary or the
Guarantor to pay debts as they become due, or an assignment by any Designated
Subsidiary or the Guarantor for the benefit of creditors, or the commencement of
any case or proceeding in respect of any Designated Subsidiary or the Guarantor
under bankruptcy, insolvency or similar laws, and if such event shall occur at a
time when any of the Obligations of any Designated Subsidiary may not then be
due and payable, the Guarantor will pay to the Lenders forthwith the full amount
which would be payable hereunder by the Guarantor if all such Obligations were
then due and payable.
<PAGE>
         SECTION 2.3. GUARANTOR ABSOLUTE, ETC. This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of
payment, and shall remain in full force and effect until all Obligations of any
Designated Subsidiary have been finally paid in full in cash, all obligations of
the Guarantor hereunder shall have been finally paid in full in cash and all
Commitments shall have terminated. The Guarantor guarantees that the Obligations
of any Designated Subsidiary will be paid strictly in accordance with the terms
of the Agreement, the Notes, and each other Loan Document under which they
arise, regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of any Lender Party
or any holder of any Note with respect thereto. The liability of the Guarantor
under this Guaranty shall be absolute, unconditional and irrevocable
irrespective of:

                           2.3.1.  any lack of validity, legality or
                      enforceability of the Agreement, any Note or any other
                      Loan Document;

                           2.3.2.  the failure of any Lender Party or any holder
                      of any Note (i) to assert any claim or demand or to
                      enforce any right or remedy against any Designated
                      Subsidiary or any other Person (including any other
                      guarantor) under the provisions of the Agreement, any
                      Note, any other Loan Document or otherwise, or (ii) to
                      exercise any right or remedy against any other guarantor
                      of, or collateral securing, any Obligations of any
                      Designated Subsidiary;

                           2.3.3.  any change in the time, manner or place of
                      payment of, or in any other term of, all or any of the
                      Obligations of any Designated Subsidiary, or any other
                      extension, compromise or renewal of any Obligation of any
                      Designated Subsidiary;

                           2.3.4.  any reduction, limitation, impairment or
                      termination of any Obligations of any Designated
                      Subsidiary for any reason, including any claim of waiver,
                      release, surrender, alteration or compromise, and shall
                      not be subject to (and the Guarantor hereby waives any
                      right to or claim of) any defense or setoff, counterclaim,
                      recoupment or termination whatsoever by reason of the
                      invalidity, illegality, nongenuineness, irregularity,
                      compromise, unenforceability of, or any other event or
                      occurrence affecting, any Obligations of any Designated
                      Subsidiary or otherwise;

                           2.3.5.  any amendment to, rescission, waiver, or
                      other modification of, or any consent to departure from,
                      any of the terms of the Agreement, any Note or any other
                      Loan Document;

                           2.3.6 . any addition, exchange, release, surrender or
                      non-perfection of any collateral, or any amendment to or
                      waiver or release or addition of, or consent to departure
                      from, any other guaranty, held by any Lender Party or any
                      holder of any Note securing any of the Obligations of any
                      Designated Subsidiary; or

                           2.3.7.  any other circumstance which might otherwise
                      constitute a defense available to, or a legal or equitable
                      discharge of, any Designated Subsidiary, any surety or any
                      guarantor.
<PAGE>
         SECTION 2.4. REINSTATEMENT, ETC. The Guarantor agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment (in whole or in part) of any of the Obligations is
rescinded or must otherwise be restored by any Lender Party or any holder of any
Note, upon the insolvency, bankruptcy or reorganization of any Designated
Subsidiary or otherwise, all as though such payment had not been made.

         SECTION 2.5. WAIVER, ETC. The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of any Designated Subsidiary and this Guaranty and any requirement
that the Agent, any other Lender Party or any holder of any Note protect,
secure, perfect or insure any security interest or Lien, or any property subject
thereto, or exhaust any right or take any action against any Designated
Subsidiary or any other Person (including any other guarantor) or entity or any
collateral securing the Obligations of any Designated Subsidiary.

         SECTION 2.6. SUBROGATION. The Guarantor will not exercise any rights
which it may acquire by reason of any payment made hereunder, whether by way of
rights of subrogation, reimbursement or otherwise, until the prior payment, in
full and in cash, of all Obligations of the Designated Subsidiary. Any amount
paid to the Guarantor on account of any payment made hereunder prior to the
payment in full of all Obligations of the Designated Subsidiary shall be held in
trust for the benefit of the Lender Parties and each holder of a Note and shall
immediately be paid to the Agent and credited and applied against the
Obligations of the Designated Subsidiary, whether matured or unmatured, in
accordance with the terms of the Agreement; PROVIDED, HOWEVER, that if

                           a.  the Guarantor has made payment to the Lender
                      Parties and each holder of a Note of all or any part of
                      the Obligations of the Designated Subsidiary, and

                           b.  all Obligations of the Borrower and each other
                      Obligor have been paid in full and all Commitments have
                      been permanently terminated,

each Lender Party and each holder of a Note agrees that, at the Guarantor's
request, the Agent, on behalf of the Lender Parties and the holders of the
Notes, will execute and deliver to the Guarantor appropriate documents (without
recourse and without representation or warranty) necessary to evidence the
transfer by subrogation to the Guarantor of an interest in the Obligations of
the Designated Subsidiary resulting from such payment by the Guarantor. In
furtherance of the foregoing, for so long as any Obligations or Commitments
remain outstanding, the Guarantor shall refrain from taking any action or
commencing any proceeding against the Designated Subsidiary (or its successors
or assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in respect of payments made under this Guaranty to any
Lender Party or any holder of a Note.

         SECTION 2.7. SUCCESSORS, TRANSFEREES AND ASSIGNS: TRANSFERS OF NOTES,
ETC. This Guaranty shall (a) be binding upon the Guarantor, and its successors,
transferees and assigns; and (b) inure to the benefit of and be enforceable by
the Agent and each other Lender Party. Without limiting the generality of the
foregoing CLAUSE (B), any Lender may assign or otherwise transfer (in whole or
in part) any Note or Loan held by it to any other Person or entity, and such
other Person or entity shall thereupon become vested with all rights and
benefits in respect thereof granted to such Lender under any Loan Document
(including this Guaranty) or otherwise, subject, however, to any contrary
provisions in such assignment or transfer, and to the provisions of Section
10.11 and Article IX of the Agreement.
<PAGE>
         SECTION 2.8. PAYMENTS FREE AND CLEAR OF TAXES, ETC. The Guarantor
hereby agrees that:

                           2.8.1. All payments by the Guarantor hereunder shall
                      be made in accordance with Section 4.7 of the Agreement
                      free and clear of and without deduction for any present or
                      future income, excise, stamp or franchise taxes and other
                      taxes, fees, duties, withholdings or other charges of any
                      nature whatsoever imposed by any taxing authority, but
                      excluding franchise taxes and taxes imposed on or measured
                      by any Lender Party's net income or receipts (such
                      non-excluded items being called "TAXES"). In the event
                      that any withholding or deduction from any payment to be
                      made by the Guarantor hereunder is required in respect of
                      any Taxes pursuant to any applicable law, rule or
                      regulation, then the Guarantor will

                                    (a)  pay directly to the relevant authority
                               the full amount required to be so withheld or
                               deducted;

                                    (b)  promptly forward to the applicable
                               Lender Party an official receipt or other
                               documentation satisfactory to such Lender Party
                               evidencing such payment to such authority; and

                                    (c)  pay to the applicable Lender Party such
                               additional amount or amounts as is necessary to
                               ensure that the net amount actually received by
                               such Lender Party will equal the full amount such
                               Lender Party would have received had no such
                               withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any Lender Party with
respect to any payment received by such Lender Party hereunder or relating to
SECTION 5.1 of the Agreement, such Lender Party may pay such Taxes and the
Guarantor will promptly pay such additional amounts (including any penalties,
interest or expenses) as is necessary in order that the net amount received by
such Lender Party after the payment of such Taxes (including any Taxes on such
additional amount) shall equal the amount such Lender Party would have received
had no such Taxes been asserted.

                           2.8.2. If the Guarantor fails to pay any Taxes when
                      due to the appropriate taxing authority or fails to remit
                      to any Lender Party the required receipts or other
                      required documentary evidence, the Guarantor shall
                      indemnify each Lender Party for any incremental Taxes,
                      interest or penalties that may become payable by such
                      Lender Party as a result of any such failure.

                           2.8.3. Without prejudice to the survival of any other
                      agreement of the Guarantor hereunder, the agreements and
                      obligations of the Guarantor contained in this SECTION 2.8
                      shall survive the payment in full of the principal of and
                      interest on the Loans.

         SECTION 2.9. CURRENCY PROTECTION. The Guarantor agrees that if and to
the extent that the Obligations are payable in any currency or currencies other
than the currency in which such Obligations were created or denominated (the
"Eurocurrency"), such aggregate amount of the Eurocurrency shall be increased,
to the extent necessary to avoid any loss to the Lender Parties, on account of
any change or changes in the value of such other currency or currencies compared
to the Eurocurrency at any time or times between the date hereof and the date or
dates of payment of the Obligations by the Guarantor.
<PAGE>
         SECTION 2.10. JUDGMENTS. If the Guarantor fails to fulfill its
obligations as required by this guaranty, and suit is brought thereunder in any
court within the United States, then with respect to any of the Obligations
payable in a currency other than United States Dollars and for the purpose of
determining the amount of the judgment in United States Dollars, the applicable
rate of exchange shall be that at which Bank of America National Trust and
Savings Association sells such other currency in Chicago, in exchange for United
States Dollars, for cable transfer to the place where such Obligation was
payable by the Designated Subsidiary. Such selling rate shall be that which is
in effect on the Chicago business day on which judgment is given against the
Guarantor, or if such day is not a business day in Chicago, then on the Chicago
business day next preceding that on which judgment is given against the
Guarantor. The Guarantor agrees that its obligation pursuant to this paragraph
shall, notwithstanding any U.S. Dollar judgment, be discharged only to the
extent that following receipt by the Agent, for the benefit of the Lender
Parties of any sum adjudged to be due hereunder, the Agent is able in accordance
with normal banking procedure to purchase such other currency with the amount of
U.S. Dollars so adjudged to be due. The Agent shall endeavor to purchase such
other currency on the business day following receipt of payment of the U.S.
Dollar judgment, but if the other currency so purchased is less than the amount
originally due to the Lender Parties in such currency, the Guarantor agrees as a
separate obligation and notwithstanding any such judgment to indemnify the Agent
and the Lender Parties against such loss.

         SECTION 2.11. INFORMATION CONCERNING DESIGNATED SUBSIDIARIES; NO
RELIANCE ON REPRESENTATIONS BY LENDERS. The Guarantor hereby warrants to the
Lenders that the Guarantor now has and will continue to have independent means
of obtaining information concerning the affairs, financial conditions and
business of each Designated Subsidiary. No Lender shall have any duty or
responsibility to provide the Guarantor with any credit or other information
concerning the affairs, financial condition or business of any Designated
Subsidiary which may come into such Lender's possession. TheGuarantor has
executed and delivered this guaranty without reliance upon any representation by
any Lender with respect to (a) the due execution, validity, effectiveness or
enforceability of any instrument, document or agreement evidencing or relating
to any of the Obligations or any Loan, or other financial accommodation made or
granted to any Designated Subsidiary; (b) the validity, genuineness,
enforceability, existence, value or sufficiency of any property securing any of
the Obligations or the creation, perfection or priority of any lien or security
interest in such property; or (c) the existence, number, financial condition or
creditworthiness of other guarantors or sureties with respect to any of the
Obligations.

         SECTION 2.12. INDEMNIFICATION. In consideration of the execution and
delivery of the Agreement by each Lender and the extension of the Commitments,
the Guarantor hereby indemnifies, exonerates and holds the Agent and each Lender
and each of their respective officers, directors, employees and agents
(collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective of whether
any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements
(collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to

                           (a)  any transaction or activity financed or to be
                      financed in whole or in part, directly or indirectly,
                      with the proceeds of any Loan to a Designated Subsidiary;

                           (b)  the entering into and performance of the
                      Agreement and any other Loan Document by any of the
                      Indemnified Parties; or
<PAGE>
                           (c)  any investigation, litigation or proceeding
                      related to the acquisition of a permit or license
                      necessary to borrow hard currency (when applicable);

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Guarantor hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

           The obligations of the Guarantor under this SECTION 2.12 shall
survive any termination of this Guaranty, the payment in full of all Obligations
and the termination of all Commitments.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

         SECTION 3.1. LOAN DOCUMENT. This Guaranty is a Loan Document executed
pursuant to the Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.

         SECTION 3.2. BINDING ON SUCCESSORS, TRANSFEREES AND ASSIGNS;
ASSIGNMENT. In addition to, and not in limitation of, SECTION 2.7, this
Guaranty shall be binding upon the Guarantor and its successors, transferees and
assigns and shall inure to the benefit of and be enforceable by each Lender
Party and each holder of a Note and their respective successors, transferees and
assigns (to the full extent provided pursuant to SECTION 2.7); PROVIDED,
HOWEVER, that the Guarantor may not assign any of its obligations hereunder
without the prior written consent of the Agent and the Required Lenders.

         SECTION 3.3. AMENDMENTS, ETC. No amendment to or waiver of any
provision of this Guaranty, nor consent to any departure by the Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Agent, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

         SECTION 3.4. ADDRESSES FOR NOTICES TO THE GUARANTOR. All notices and
other communications hereunder to the Guarantor shall be in writing (including
facsimile communication) and mailed or faxed or delivered to it, addressed to it
at the address or fax number set forth below its signature hereto or at such
other address as shall be designated by the Guarantor in a written notice to the
Agent at the address specified in the Agreement complying as to delivery with
the terms of this Section. All such notices and other communications shall, when
mailed or faxed, respectively, be effective when deposited in the mails or
faxed, respectively, addressed as aforesaid.

         SECTION 3.5. NO WAIVER; REMEDIES. In addition to, and not in limitation
of, SECTION 2.3 and SECTION 2.5, no failure on the part of any Lender Party or
any holder of a Note to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

         SECTION  3.6. SECTION CAPTIONS. Section captions used in this Guaranty
are for convenience of reference only, and shall not affect the construction of
this Guaranty.
<PAGE>
         SECTION 3.7. SETOFF. In addition to, and not in limitation of, any
rights of any Lender Party or any holder of a Note under applicable law, each
Lender Party and each such holder shall, upon the occurrence of any Default,
have the right to appropriate and apply to the payment of the obligations of the
Guarantor owing to it hereunder, whether or not then due, (i) any and all
balances, credits, deposits, accounts or moneys of the Guarantor then or
thereafter maintained with such Lender Party or such holder, (ii) any and all
property of every kind or description of or in the name of the Guarantor now or
hereafter, for any reason or purpose whatsoever, in the possession or control
of, or in transit to, such Lender Party, such holder or any agent or bailee for
such Lender Party or such holder or (iii) any payments owing from any Lender
Party to Guarantor; PROVIDED, HOWEVER, that any such appropriation and
application shall be subject to the provisions of Section 4.8 of the Agreement.

         SECTION 3.8. SEVERABILITY. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

         SECTION 3.9. GOVERNING LAW, ENTIRE AGREEMENT, ETC. THIS GUARANTY SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF ILLINOIS. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

         SECTION 3.10. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTOR SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE
BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
PROPERTY MAY BE FOUND. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE GUARANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS.

         SECTION 3.11. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE
GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE AGREEMENT.


<PAGE>
         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.



                               ANDREW CORPORATION


                              By:________________
                             Title:________________

                        Address: 10500 West 153rd Street

                             Orland Park, IL 60462

                        Attention: Mr. Jeffrey Gittelman

                          Facsimile No.: 708-349-5287


<PAGE>
                                    EXHIBIT D



                         CONTINUATION/CONVERSION NOTICE


Bank of America National Trust
  and Savings Association, as Agent
231 South LaSalle Street
Chicago, Illinois  60697



                               ANDREW CORPORATION


Gentlemen and Ladies:

         This Continuation/Conversion Notice is delivered to you pursuant to
Section 2.4 of the Amended and Restated Credit Agreement, dated as of November
1, 1997, the "AGREEMENT"), among Andrew Corporation, a Delaware corporation (the
"COMPANY"), certain subsidiaries of the Company, certain financial institutions
and Bank of America National Trust and Savings Association, (the "AGENT").
Unless otherwise defined herein or the context otherwise requires, terms used
herein have the meanings provided in the Agreement.

         The Company hereby requests that on __________, 19___, the following
Loans be continued or converted, as applicable:


                             (1) $________ of the presently outstanding
                        principal amount of the Loans to [BORROWER'S NAME]
                        originally made on ________, 19___ presently being
                        maintained as [Reference Rate Loans] [Eurodollar Rate
                        Loans] [Eurocurrency Rate Loans] [Quoted Rate Loans] be
                        [converted into] [continued as] [Eurodollar Rate Loans
                        having an Interest Period of _______ months]
                        [Eurocurrency Rate Loans having an Interest Period of
                        _______ months] [Quoted Rate Loans having an Interest
                        Period of _______] [Reference Rate Loans], and

                             (2) $________ of the presently outstanding
                        principal amount of the Loans to [BORROWER'S NAME]
                        originally made on _______, 19___ presently being
                        maintained as [Reference Rate Loans] [Eurodollar Rate
                        Loans] [Eurocurrency Rate Loans] [Quoted Rate Loans] be
                        [converted into] [continued as] [Eurodollar Rate Loans
                        having an Interest Period of _______ months]
                        [Eurocurrency Rate Loans having an Interest Period of
                        _______ months] [Quoted Rate Loans having an Interest
                        Period of _______] [Reference Rate Loans],

The Company hereby:

                             (a)  certifies and warrants that no Default has
                        occurred and is continuing; and

                             (b)  agrees that if prior to the time of such
                        continuation or conversion any matter certified to
                        herein by it will not be true and correct at such time
                        as if then made, it will immediately so notify the
                        Agent.
<PAGE>
Except to the extent, if any, that prior to the time of the continuation or
conversion requested hereby the Agent shall receive written notice to the
contrary from the Company, each matter certified to herein shall be deemed to be
certified at the date of such continuation or conversion as if then made.

           The Company has caused this Continuation/Conversion Notice to be
executed and delivered, and the certification and warranties contained herein to
be made, by its Authorized Officer this ____ day of  ________, 19___ .


                                                   ANDREW CORPORATION

                                                   By:_________________________
                                                      Name:____________________
                                                      Title:___________________


<PAGE>
                                    EXHIBIT E

                               Designation Letter

                                     [Date]


Bank of America National Trust
 and Savings Association, as Agent
231 South LaSalle Street
Chicago, Illinois 60697

Attention:

Ladies and Gentlemen:

     Reference is hereby made to an Amended and Restated Credit Agreement dated
as of November 1, 1997 (together with all amendments, if any, from time to time
made thereto, the "AGREEMENT") among Andrew Corporation, a Delaware corporation
(the "COMPANY"), certain subsidiaries of the Company, certain financial
institutions as Lenders and Bank of America National Trust and Savings
Association (the "AGENT"). Unless otherwise defined herein or the context
otherwise requires, terms used herein have the meanings provided in the
Agreement.

     The Company hereby certifies that ______________, a ___________
_______________ is a Designated Subsidiary of the Company. The Company hereby
designates _________________ as a Designated Subsidiary as of the date of this
letter and hereby requests that the Lenders make Loans to such Designated
Subsidiary pursuant to the terms and conditions of the Agreement.

                                       Very truly yours,

                                       ANDREW CORPORATION

                                       By:________________________________

                                       Title:_____________________________
                                             (Authorized Officer)

<PAGE>
The undersigned agrees that it shall be a Designated Subsidiary under the
Agreement and assumes all obligations as such.


                                                     [Designated Subsidiary]


                                       By:________________________________

                                       Title:_____________________________
                                             (Authorized Officer)

<PAGE>
                                    EXHIBIT F

                            Form of Extension Letter



                                     [Date]



Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois  60462


Re: EXTENSION OF STATED MATURITY DATE


Ladies and Gentlemen:

     Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of November 1, 1997, (the "AGREEMENT") among Andrew
Corporation, a Delaware corporation (the "COMPANY"), certain subsidiaries of the
Company, certain financial institutions (the "LENDERS") and Bank of America
National Trust and Savings Association (the "AGENT"). Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings
provided in the Agreement.

     This letter is delivered pursuant to SECTION 2.2.2 of the Agreement.
Pursuant to the request of the Company, this is to notify the Company and each
other Borrower that the Agent has received written notice from Lenders holding
100% of the Commitments that such Lenders agree to an extension of the Stated
Maturity Date to and including ____________. Accordingly, upon fulfillment of
the conditions precedent set forth below, all references in the Agreement to the
"Stated Maturity Date" shall mean and be a reference to ________ __, 19__.

     The amendment to the Agreement, as set forth in the preceding paragraph,
shall be effective as of the date of this letter upon receipt by the Agent, for
the benefit of each Lender, of each of the following, in such number of copies
sufficient for each Lender, all in form and substance and dated as of date(s)
satisfactory to the Agent and the Lenders:

         (a)  a counterpart original of this letter duly executed by the Company
              and each other Borrower;

         (b)  resolutions of the Board of Directors of each Borrower, certified
              by the secretary or an assistant secretary of such Borrower
              authorizing the extension of the Stated Maturity Date of the
              Agreement as set forth herein and the execution and delivery of
              all documents and instruments required to be delivered in
              connection herewith;

         (c)  a certificate of the secretary or assistant secretary of each
              Borrower certifying the office held by and the true signatures of
              the officers of such Borrower authorized to execute and deliver
              this Extension Letter and all documents and instruments to be
              delivered herewith;

         (d)  such other documents and instruments as the Agent or any Lender,
              requesting through the Agent, may reasonably request.

         The Company agrees to pay the Agent upon demand for all reasonable
expenses (including attorneys' fees, which attorneys may be employees of the
Agent) incurred in connection with the preparation, negotiation and execution of
this Extension Letter.
<PAGE>
         This letter may be executed in as many counterparts as may be deemed
necessary or convenient and may be executed by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.

         As amended with this letter, the Agreement shall remain in full force
and effect. Each Borrower hereby confirms that each of its Notes remains in full
force and effect.

         This letter shall be binding upon the Company, each other Borrower
which is signatory hereto, each Lender and the Agent and their respective
successors and assigns, and shall inure to the benefit of the Lenders, the
Agent, the Company and any such Borrowers and the successors and assigns of the
Lenders and the Agent.

         Each reference in the Agreement to "this Agreement", "hereunder",
"hereof", or words of like import, and each reference to the Agreement in any
and all instruments or documents provided for in the Agreement or delivered or
to be delivered thereunder or in connection therewith, shall be deemed a
reference to the Agreement as amended hereby.

                                         BANK OF AMERICA NATIONAL TRUST
                                         AND SAVINGS ASSOCIATION


                                         By:________________________________
                                         Title: ____________________________


                                         ANDREW CORPORATION

                                         By:________________________________
                                         Title:_____________________________

                                         [BORROWER]

                                         By:________________________________
                                         Title: ____________________________

<PAGE>
                                    EXHIBIT G


                   Form of Notice of Purchase of Margin Stock



Bank of America National Trust
 and Savings Association, as Agent
231 South LaSalle Street
Chicago, Illinois 60697

                          Re: PURCHASE OF MARGIN STOCK

Ladies and Gentlemen:

         Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of November 1, 1997, the "AGREEMENT") among Andrew
Corporation, a Delaware corporation (the "COMPANY"), certain subsidiaries of the
Company, certain financial institutions (the "LENDERS") and Bank of America
National Trust and Savings Association the "AGENT"). Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings
provided in the Agreement.

         This letter is delivered pursuant to SECTION 7.1.1(H) of the Agreement.
The Company hereby notifies the Agent and the Lenders that on ___________, 19__,
the Company purchased (common/preferred and other distinguishing characteristics
of stock) stock issued by [NAME OF ISSUER] for a purchase price of $___________
per share or $____________ in the aggregate.

         After such purchase, ______% of the current market value of the
Company's Consolidated Net Assets was represented by margin stock.

                                            Very truly yours,

                                            ANDREW CORPORATION

                                            By:_______________________________
                                            Title:____________________________

<PAGE>
                                    EXHIBIT H

                           LENDER ASSIGNMENT AGREEMENT


         THIS LENDER ASSIGNMENT AGREEMENT (the "ASSIGNMENT") is made and entered
into as of ______________, 1997 by and between _____________ (the "ASSIGNOR")
and ______________ (the "ASSIGNEE").

                               W I T N E S S E T H

         WHEREAS, an Amended and Restated Credit Agreement dated as of November
1, 1997, the ("AGREEMENT") has been entered into among Andrew Corporation, a
Delaware corporation (the "COMPANY"), certain Designated Subsidiaries of the
Company, the financial institutions from time to time party thereto including
the Assignor (individually a "LENDER" and collectively, the "LENDERS"), and Bank
of America National Trust and Savings Association as agent for the Lenders (in
such capacity, the "AGENT"). Unless otherwise defined herein, terms defined in
the Agreement are used herein with the same meanings; and

         WHEREAS, pursuant to the Agreement, on the date hereof, and without
giving effect to any other assignments to become effective on the Assignment
Effective Date (hereafter defined) or any other assignments thereof which have
not yet become effective (a) the Assignor's Commitment (the "ASSIGNOR'S
COMMITMENT") is the amount specified in ITEM 1 of SCHEDULE 1 hereto, (b) the
aggregate principal amount of outstanding Reference Rate Loans, Eurodollar
Loans, Eurocurrency Loans and Quoted Rate Loans made by the Assignor to the
Borrowers pursuant to the Assignor's Commitment is specified in ITEM 2 of
SCHEDULE 1 hereto and (c) the Assignor's Percentage is the percentage set forth
in ITEM 3 of SCHEDULE 1 hereto; and

         WHEREAS, the Assignor wishes to sell to the Assignee, and the Assignee
wishes to purchase and assume from the Assignor (a) the portion of the
Assignor's Commitment specified in ITEM 4 of SCHEDULE 1 hereto (the "ASSIGNED
COMMITMENT") and (b) the portion of the Assignor's outstanding Reference Rate
Loans, Eurodollar Loans, Eurocurrency Loans and Quoted Rate Loans Revolving
Loans (the "ASSIGNED LOANS"), specified in ITEM 5 of SCHEDULE 1 hereto.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Subject to the terms and conditions set forth herein, the Assignor
hereby sells and assigns to the Assignee, and the Assignee hereby purchases and
assumes from the Assignor, WITHOUT RECOURSE, as of the Assignment Effective Date
and without giving effect to other assignments to become effective on the
Assignment Effective Date or any other assignments thereof which have not yet
become effective (a) all right, title and interest of the Assignor to the
Assigned Loans and (b) all obligations of the Assignor under the Agreement with
respect to the Assigned Commitment including, without limitation, any Notes held
by the Assignor and any interest, fees and commissions which accrue after the
Assignment Effective Date; PROVIDED, HOWEVER, that Assignee does not purchase or
assume any liability resulting from acts or omissions of Assignor occurring
prior to the Assignment Effective Date. After giving effect to the transactions
contemplated by this Assignment, (i) the amount of the Assigned Loans shall be
the amounts set forth in ITEM 5 of SCHEDULE 1 and (ii) Assignor's and Assignee's
respective Percentages and Commitments shall be set forth in ITEM 6 of SCHEDULE
1 hereto.
<PAGE>
     2. The Assignor (i) represents and warrants that the information set forth
in ITEMS 1, 2 and 3 is true and correct as of the date hereof; (ii) represents
and warrants that (a) it is the legal and beneficial owner of the Loans and
Commitment being assigned by it hereunder, (b) it has the full power and legal
right to execute and deliver this Assignment and to perform its obligations
hereunder, (c) the execution, delivery of this Assignment, and the performance
by it of its obligations hereunder, have been duly authorized by all necessary
corporate or other action and do not violate any provisions of its charter or
by-laws or any contractual obligation or requirement of law binding upon it and
(d) the Assigned Loans and Assigned Commitment are free and clear of any adverse
claim; (iii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made by any
Borrower or any other Person in or in connection with the Agreement or any other
Loan Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Agreement or any other Loan Document or any other
instrument or document furnished by or on behalf of any Borrower or any other
Person pursuant thereto; (iv) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or any
other Person or the performance or observance by any Borrower or any other
Person of any of its obligations under the Agreement or any other Loan Document
or any agreement, instrument or document furnished pursuant thereto; and (v)
represents and warrants that, to its knowledge, the Agent has not notified the
Company of the existence of any Default which currently exists.

     3. The Assignee (i) represents and warrants that (a) it has the full power
and legal right to execute and deliver this Assignment and to perform its
obligations hereunder and, to the extent of its interest therein, under the
Agreement and the other Loan Documents, and (b) the execution and delivery by it
of this Assignment, and the performance by it of its obligations hereunder and,
to the extent of its interest therein, under the Agreement and the other Loan
Documents, have been duly authorized by all necessary corporate or other action
and do not violate any provisions of its charter or by-laws or any contractual
obligation or requirement of law binding upon it; (ii) confirms that it has
received a copy of the Agreement and the other Loan Documents, together with
copies of the most currently available financial statements referred to in
SECTION 7.1.1 of the Agreement and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment; (iii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Agreement; (iv) appoints and authorizes the Agent to take such actions on its
behalf and to exercise such powers under the Agreement and the other Loan
Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will become a
party to and a Lender under the Agreement on the Assignment Effective Date and
perform in accordance with their terms all of the obligations which by the terms
of the Agreement are required to be performed by it as a Lender; (vi) specifies
as its address for notices the office set forth in ITEM 7 of SCHEDULE 1 hereto;
and (vii) agrees that no fee is payable by Borrower to Assignee in connection
with the execution and delivery of this Assignment.

     4. The Assignor agrees that the Assignor shall pay to the Agent, for the
account of the Agent, any processing fee required by the Agent to be paid to it
pursuant to SECTION 10.11.1 of the Agreement. The Assignor further agrees that,
within one Banking Day following receipt of new Notes duly executed by a
Borrower reflecting the amount of the Assigned Commitment and the Assigned
Loans, it will return its superseded Note(s) to the Agent for the account of
such Borrower.
<PAGE>
     5. The obligations of the Assignee and the Assignor hereunder shall be
subject to the requirement that the Assignor (a) shall have received good funds
representing payment in full of all amounts due from the Assignee for purchase
of the Commitment and Loans being purchased by and assigned to the Assignee and
(b) complied with all other provisions of this Assignment and all applicable
provisions of SECTION 10.11 of the Agreement. The effective date of this
Assignment (the "ASSIGNMENT EFFECTIVE DATE") shall be ______________ or, if
later, the first Banking Day on which the requirements of the preceding sentence
of this SECTION 5 have been satisfied. Following the execution of this
Assignment by the Assignor and the Assignee and the acknowledgment of the same
by the Company and each other Borrower, it will be delivered to the Agent for
acceptance and recording by the Agent.

     6. Upon such acceptance and recording, as of the Assignment Effective Date,
(i) the Assignee shall be a party to the Agreement and, to the extent provided
in this Assignment, have the rights and obligations of a Lender thereunder and
under the other Loan Documents and (ii) the Assignor shall, to the extent
provided in this Assignment, relinquish its rights and be released from its
obligations under the Agreement and under the other Loan Documents.

     7. Upon such acceptance and recording, from and after the Assignment
Effective Date, the Agent shall make all payments received by it under the
Agreement and the other Loan Documents in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Agreement for periods prior to
the Assignment Effective Date directly between themselves.

     8. This Assignment shall be governed by, and construed in accordance with,
the internal laws and decisions (as opposed to conflicts of law provisions) of
the State of Illinois.

     9. This Assignment shall inure to the benefit of and be binding upon
successors and assigns of the Assignor and the Assignee.

    10. This Assignment shall supersede any prior agreement or understanding
between the parties (other than the Agreement and the other Loan Documents) as
to the subject matter hereof. This Assignment shall be deemed to be a Loan
Document for all purposes under the Agreement.

    11. This Assignment may be executed by Assignor and Assignee in any number
of counterparts and on the same or separate counterparts, each of which, when
executed and delivered, shall be an original but all of which taken together,
shall be but a single Lender Assignment Agreement.

<PAGE>
     IN WITNESS WHEREOF, the Assignor and the Assignee have executed this
Assignment as of this ____ day of _____________, 19___.

                                          _____________________, Assignor


                                          By: ______________________________
                                          Title:  Vice President


                                          _____________________, Assignee


                                          By:  ______________________________
                                          Title:  ___________________________


         Pursuant to SECTION 10.11.1 of the Agreement, the Company, on behalf of
itself and each of the Designated Subsidiaries, hereby agrees, accepts and
consents to the foregoing Assignment. The Company further agrees, on behalf of
itself and each of the Designated Subsidiaries that, within five Banking Days
from Assignment Effective Date, it will execute and deliver, and will cause each
Designated Subsidiary to execute and deliver, to the Agent, a new Note to the
Assignee and the Assignor, reflecting the amount of the Assignor's Commitment
assigned to the Assignee pursuant to this Assignment, and the Assignor's
Commitment less the Assigned Commitment respectively.

                                          ANDREW CORPORATION

                                          By: _____________________________
                                          Title: __________________________
                                          Date: ____________________________


     Pursuant to SECTION 10.11.1 of the Agreement the undersigned, as Agent for
the Lenders (i) accepts the foregoing Assignment and (ii) agrees that the
execution and delivery of the Assignment shall not alter the rights and
obligations of the undersigned as Agent.


                                          BANK OF AMERICA NATIONAL TRUST
                                          AND SAVINGS ASSOCIATION, as Agent
                                          for the Lenders

                                          By: ______________________________
                                          Title:  Vice President
                                          Date: ____________________________

<PAGE>
                                   SCHEDULE 1
                                       to
                           Lender Assignment Agreement
                   dated as of ________________, 19___ between
                       _________________________, Assignor
                                       and
                          __________________, Assignee


ITEM 1.  Assignor's Commitment                       $_______________

ITEM 2.  Assignor's Loans Outstanding
                  COMPANY:
                   Reference Rate Loans                  $_______________
                   Eurodollar Loans                      $_______________
                   Eurocurrency Loans                    $_______________
                   Quoted Rate Loans                     $_______________
                  [DESIGNATED SUBSIDIARY]
                   Reference Rate Loans                  $_______________
                   Eurodollar Loans                      $_______________
                   Eurocurrency Loans                    $_______________
                   Quoted Rate Loans                     $_______________

Item 3.  Assignor's Percentage                           _____________ %

ITEM 4.  Amount of Assigned Commitment               $_______________
------

ITEM 5.  Amount of Assigned Loans
                  COMPANY:
                   Reference Rate Loans                  $_______________
                   Eurodollar Loans                      $_______________
                   Eurocurrency Loans                    $_______________
                   Quoted Rate Loans                     $_______________
                  [DESIGNATED SUBSIDIARY]
                   Reference Rate Loans                  $_______________
                   Eurodollar Loans                      $_______________
                   Eurocurrency Loans                    $_______________
                   Quoted Rate Loans                     $_______________

ITEM 6.  Commitments and Percentage After Assignment
                  Commitments
                  a. Assignor                        $_______________

                  b. Assignee                        $_______________

                  Percentages
                  a. Assignor                            ______________ %
                  b. Assignee                            ______________ %

ITEM  7. Notice Address of Assignee

                  ==========================
                  --------------------------

                  Attention: _______________
                  Telephone: _______________
                  Facsimile: _______________

<PAGE>
                               NOTES TO SCHEDULE 1

1.  Insert the dollar amount of the Assignor's Commitment prior to the
    assignment.

2.  Insert the total amount of outstanding Loans under the Assignor's
    Commitments prior to the assignment. The descriptions of the Loan Types
    should conform to the Agreement, and should be broken down by Borrower.

3.  Insert the Assignor's Percentage prior to the assignment.

4.  Insert the dollar amount of the Assignor's Commitment being assigned.

5.  Insert the amount of the outstanding Loans being assigned. Description of
    Loan Types should be consistent with Item 2 and should be broken down by
    Borrower.

6.  Insert Commitment and Percentages of Assignor and Assignee after giving
    effect to the assignment.

7.  Insert address and notice information for the Assignee.

<PAGE>
                                                                     EXHIBIT I




                                November 1, 1997




Bank of America National Trust
 and Savings Association
 Individually and as Agent
231 South LaSalle Street
Chicago, Illinois 60697

The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670

ABN AMRO Bank N.V.
135 South LaSalle Street
Chicago, Illinois 60603


Ladies and Gentlemen:

     We are counsel for Andrew Corporation (the "Company") and this opinion is
delivered at its request pursuant to Section 4.1(d) of the Amended and Restated
Credit Agreement dated as of November 1, 1997 (the "Agreement") between the
Company, certain Subsidiaries of the Company, the various financial institutions
party thereto and Bank of America National Trust and Savings Association, as
Agent. Capitalized terms used but not otherwise defined in this opinion have the
meanings ascribed in the Agreement.

     As counsel for the Company, we have examined an executed counterpart of the
Agreement and originals of the Replacement Notes. We also have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and such
other documents as we have deemed necessary for purposes of this opinion. In
this examination, we have assumed the genuineness of all signatures (other than
those of officers of the Company), the legal capacity of all individuals who
have executed the documents we have reviewed, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies. As to matters of fact material to our
opinion, we have relied, without independent verification, on the
representations in the Agreement and the certificates referred to above. Our
examination also extended to such matters of law as we have deemed necessary for
purposes of this opinion. For purposes of our opinion in paragraph 1 as to the
corporate existence and good standing of the Company under the laws of the State
of Delaware and the good standing of the Company under the laws of the State of
Illinois, we have relied exclusively upon the certificates issued by the
Secretaries of State of Delaware and Illinois. Such opinion is not intended to
provide any conclusion or assurance beyond that conveyed by such certificates.

         Whenever our opinion with respect to factual matters is indicated to be
based on our knowledge, we are referring to the actual knowledge of Dewey B.
Crawford, the primary lawyer having supervisory responsibility for the Company's
relationship with this firm, and of Kimberly K. Rubel, who are the Gardner,
Carton & Douglas attorneys who have given substantial attention on behalf of the
Company in connection with this matter. Except as expressly set forth herein, we
have not undertaken any independent investigation to determine the existence or
absence of such facts, and no inference as to our knowledge of the existence or
absence of such facts should be drawn from such representation.
<PAGE>
     Based upon the foregoing, and subject to the qualifications hereinafter set
forth, we are of the opinion that:

     1. The Company is a corporation duly organized and validly existing in good
standing under the laws of the State of Delaware, and is duly qualified and in
good standing as a foreign corporation in the State of Illinois.

     2. The Company has full corporate power and authority to enter into the
Agreement, the Replacement Notes and the Guaranty and to perform its obligations
under the Agreement, the Replacement Notes and the Guaranty.

     3. The execution and delivery of the Agreement, the Replacement Notes and
the Guaranty, the performance by the Company of its obligations under the
Agreement, the Replacement Notes and the Guaranty, and the borrowings by the
Company under the Agreement, have been duly authorized by all necessary
corporate action, and the Agreement, the Replacement Notes and the Guaranty have
been duly executed and delivered by an authorized officer of the Company, and
constitute the legal, valid and binding agreements of the Company, enforceable
in accordance with their terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws of general application relating to or
affecting the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at law.

     4. The execution and delivery of the Agreement, the Replacement Notes and
the Guaranty by the Company and the performance by the Company of its
obligations under the Agreement, the Replacement Notes and the Guaranty do not
violate, result in the breach of, or constitute a default under, (i) any
provision in the Company's certificate of incorporation or by-laws, (ii) any
provision in any indenture, mortgage, loan agreement or other agreement filed as
an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, (iii) any law, statute, rule or regulation that, in our
experience, is normally applicable both to general business corporations that
are not engaged in regulated business activities and to transactions of the type
contemplated by the Agreement, or (iv) to our knowledge, any writ, order or
decision of any court or governmental instrumentality that is binding on the
Company. Notwithstanding the preceding sentence, we express no opinion as to
whether (w) the execution and delivery of the Agreement, the Replacement Notes
or the Guaranty, (x) the performance by the Company of its obligations under the
Agreement, Replacement Notes and the Guaranty, (y) the borrowings by the Company
under the Agreement, or (z) the compliance by the Company with the terms and
provisions thereof will constitute a breach of, or a default under, any covenant
or provision that requires financial calculations contained in any agreement to
which the Company is a party.

     5. No authorization, approval or consent of any governmental or regulatory
body is necessary or required in connection with the execution and delivery by
the Company of the Amendment, the Replacement Notes or the Guaranty and no
registrations or undertakings by or with any governmental authority are required
in connection with the borrowings by the Company under the Agreement, as amended
by the Amendment.

     6. No filings, recordations, notifications, registrations, notarizations or
authentications are necessary nor must any stamp or similar taxes be paid in
connection with the execution, delivery or performance by the Company of the
Guaranty, the Agreement or the Replacement Notes.

     Our opinion is limited to the laws of the State of Illinois, the General
Corporation Law of the State of Delaware and the federal laws of the United
States.
<PAGE>
     The foregoing opinions are subject to and qualified by the effect of any
requirement that the Agent or the Lenders take certain actions or make certain
determinations in a commercially reasonable manner and in good faith. Moreover,
we express no opinion as to the enforceability of (a) any waiver of the right to
a jury trial, (b) any provision requiring the payment of interest on interest,
(c) express or implicit waivers of broad or vaguely stated rights, unknown
future rights, defenses to obligations or rights granted by law, where such
waivers are against public policy or prohibited by law, or (d) indemnity and
contribution rights that may be against public policy.

         This opinion speaks as of the time of its delivery on the date it
bears. We do not assume any obligation to provide you with any subsequent
opinion or advice by reason of any fact about which we did not have knowledge at
that time, by reason of any change subsequent to that time in any law covered by
any of our opinions, or for any other reason.

         This opinion is solely for the benefit of you, your counsel and your
permitted successors and assigns in connection with the transactions
contemplated by the Agreement and may not be relied upon by any other Person or
for any other purpose, or delivered to any other Person for any purpose, without
our prior written consent.
                                          Very truly yours,

<PAGE>
                                TABLE OF CONTENTS



ARTICLE I

         DEFINITIONS AND ACCOUNTING TERMS...................................1
         SECTION 1.1. DEFINED TERMS.........................................1
         SECTION 1.2. USE OF DEFINED TERMS ................................17
         SECTION 1.3. CROSS-REFERENCES.....................................17
         SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS17............17

ARTICLE II

         COMMITMENTS, BORROWING PROCEDURES AND NOTES.......................17
         SECTION 2.1. COMMITMENTS..........................................17
         SECTION (1)  COMMITMENT OF EACH LENDER............................17
         SECTION 2.2. REDUCTION OF COMMITMENT AMOUNT; EXTENSION
                      OF STATED MATURITY DATE..............................18
         SECTION (1)  REDUCTION OF COMMITMENT AMOUNT.......................18
         SECTION (2)  EXTENSION OF STATED MATURITY DATE....................18
         SECTION 2.3. BORROWING PROCEDURE..................................18
         SECTION (1)  EUROCURRENCY RATE LOANS AND EURODOLLAR RATE LOANS....19
         SECTION (2)  QUOTED RATE LOANS....................................19
         SECTION (3)  REFERENCE RATE LOANS.................................20
         SECTION (4)  PROCEEDS.............................................20
         SECTION 2.4. CONTINUATION AND CONVERSION ELECTIONS................20
         SECTION (1)  EUROCURRENCY RATE LOANS, EURODOLLAR RATE LOANS
                      AND REFERENCE RATE LOANS.............................21
         SECTION (2)  QUOTED RATE LOANS....................................21
         SECTION 2.5. CURRENCY EQUIVALENTS.................................22
         SECTION 2.6. FUNDING..............................................23
         SECTION 2.7. NOTES................................................23

ARTICLE III

         REPAYMENTS, PREPAYMENTS, INTEREST AND FEES........................23
         SECTION 3.1. REPAYMENTS AND PREPAYMENTS...........................23
         SECTION 3.2. INTEREST PROVISIONS..................................24
         SECTION (1)  RATES................................................24
         SECTION (2)  POST-MATURITY RATES..................................25
         SECTION (3)  PAYMENT DATES........................................25
         SECTION 3.3. FEES.................................................26
         SECTION (1)  FACILITY FEE.........................................26
         SECTION (2)  AGENT'S FEE..........................................26
         SECTION 3.4. COMPUTATION OF INTEREST AND FEES.....................26

ARTICLE IV

         CERTAIN INTEREST RATE AND OTHER PROVISIONS........................26
         SECTION 4.1. FIXED RATE LENDING UNLAWFUL..........................26
         SECTION 4.2. DEPOSITS UNAVAILABLE.................................27
         SECTION 4.3. INCREASED FIXED RATE LOAN COSTS, ETC.................27
         SECTION 4.4. INCREASED CAPITAL COSTS WITH RESPECT TO COMMITMENTS..27
         SECTION 4.5. FUNDING LOSSES.......................................28
         SECTION 4.6. TAXES................................................28
         SECTION 4.7. PAYMENTS, COMPUTATIONS, ETC..........................29
         SECTION 4.8. SHARING OF PAYMENTS..................................30
         SECTION 4.9. SETOFF...............................................31
         SECTION 4.10.USE OF PROCEEDS......................................31
         SECTION 4.11.CURRENCY INDEMNIFICATION.............................31
<PAGE>
ARTICLE V

         CONDITIONS TO BORROWING...........................................32
         SECTION 5.1. INITIAL BORROWING OF THE COMPANY.....................32
         SECTION (1)  RESOLUTIONS, ETC.....................................32
         SECTION (2)  DELIVERY OF NOTES....................................32
         SECTION (3)  PAYMENT OF OUTSTANDING INDEBTEDNESS, ETC.............33
         SECTION (4)  OPINIONS OF COUNSEL..................................33
         SECTION (5)  EXPENSES, ETC........................................33
         SECTION 5.2. INITIAL BORROWING OF A DESIGNATED SUBSIDIARY.........33
         SECTION (1)  DESIGNATION LETTER...................................33
         SECTION (2)  NOTES................................................33
         SECTION (3)  AUTHORIZATIONS AND APPROVALS.........................33
         SECTION (4)  GUARANTY.............................................33
         SECTION (5)  RESOLUTIONS..........................................34
         SECTION (6)  INCUMBENCY...........................................34
         SECTION 5.3. ALL BORROWINGS.......................................34
         SECTION (1)  COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC..........34
         SECTION (2)  BORROWING REQUEST....................................35
         SECTION (3)  INSURANCE............................................35
         SECTION (4)  FORM U-1.............................................35
         SECTION (5)  SATISFACTORY LEGAL FORM..............................35

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES....................................36
         SECTION 6.1. ORGANIZATION, ETC....................................36
         SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC............36
         SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC.................36
         SECTION 6.4. VALIDITY, ETC........................................37
         SECTION 6.5. FINANCIAL INFORMATION................................37
         SECTION 6.6. NO MATERIAL ADVERSE CHANGE...........................37
         SECTION 6.7. LITIGATION, LABOR CONTROVERSIES, ETC.................37
         SECTION 6.8. SUBSIDIARIES.........................................37
         SECTION 6.9. PARTNERSHIPS; JOINT VENTURES.........................38
         SECTION 6.10.OWNERSHIP OF PROPERTIES..............................38
         SECTION 6.11.TAXES................................................38
         SECTION 6.12.INSURANCE............................................38
         SECTION 6.13.PENSION AND WELFARE PLANS............................38
         SECTION 6.14.ENVIRONMENTAL WARRANTIES.............................38
         SECTION 6.15.REGULATIONS G, U AND X...............................40
         SECTION 6.16.ACCURACY OF INFORMATION..............................40

ARTICLE VII

         COVENANTS.........................................................41
         SECTION 7.1. AFFIRMATIVE COVENANTS................................41
         SECTION (1)  FINANCIAL INFORMATION, REPORTS, NOTICES, ETC.........41
         SECTION (2)  COMPLIANCE WITH LAWS, ETC............................43
         SECTION (3)  INSURANCE............................................43
         SECTION (4)  ENVIRONMENTAL COVENANT...............................43
         SECTION 7.2. NEGATIVE COVENANTS...................................44
         SECTION (1)  LIENS................................................44
         SECTION (2)  FINANCIAL CONDITION..................................45
         SECTION (3)  LONG-TERM LEASES.....................................46
         SECTION (4)  INVESTMENTS..........................................46
         SECTION (5)  CONSOLIDATION, MERGER, ETC...........................47
         SECTION (6)  ASSET DISPOSITIONS, ETC..............................47
         SECTION (7)  TRANSACTIONS WITH AFFILIATES.........................49
         SECTION (8)  NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC........49
         SECTION (9)  BUSINESS ACTIVITIES..................................49
<PAGE>
ARTICLE VIII

         EVENTS OF DEFAULT.................................................50
         SECTION 8.1. LISTING OF EVENTS OF DEFAULT.........................50
         SECTION (1)  NON-PAYMENT OF OBLIGATIONS...........................50
         SECTION (2)  BREACH OF WARRANTY...................................50
         SECTION (3)  NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.50
         SECTION (4)  NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS...50
         SECTION (5)  DEFAULT ON OTHER INDEBTEDNESS........................50
         SECTION (6)  JUDGMENTS............................................51
         SECTION (7)  PENSION PLANS........................................51
         SECTION (8)  CONTROL OF THE COMPANY...............................51
         SECTION (9)  BANKRUPTCY, INSOLVENCY, ETC..........................51
         SECTION 8.2. ACTION IF BANKRUPTCY.................................52
         SECTION 8.3. ACTION IF OTHER EVENT OF DEFAULT.....................52

ARTICLE IX

         THE AGENT.........................................................52
         SECTION 9.1. ACTIONS..............................................52
         SECTION 9.2. FUNDING RELIANCE, ETC................................53
         SECTION 9.3. EXCULPATION..........................................53
         SECTION 9.4. SUCCESSOR............................................54
         SECTION 9.5. LOANS BY LENDERS.....................................54
         SECTION 9.6. CREDIT DECISIONS.....................................54
         SECTION 9.7. COPIES, ETC..........................................55

ARTICLE X

         MISCELLANEOUS PROVISIONS..........................................55
         SECTION 10.1. WAIVERS, AMENDMENTS, ETC............................55
         SECTION 10.2. NOTICES.............................................56
         SECTION 10.3. PAYMENT OF COSTS AND EXPENSES.......................56
         SECTION 10.4. INDEMNIFICATION.....................................56
         SECTION 10.5. SURVIVAL............................................57
         SECTION 10.6. SEVERABILITY........................................57
         SECTION 10.7. HEADINGS............................................57
         SECTION 10.8. EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC.......58
         SECTION 10.9. GOVERNING LAW; ENTIRE AGREEMENT.....................58
         SECTION 10.10.SUCCESSORS AND ASSIGNS..............................58
         SECTION 10.11.SALE AND TRANSFER OF LOANS AND NOTE;
                       PARTICIPATIONS IN LOANS AND NOTE....................58
         SECTION (1)   ASSIGNMENTS.........................................58
         SECTION (2)   PARTICIPATIONS......................................60
         SECTION 10.12.EXEMPT CHARACTER OF TRANSACTION.....................60
         SECTION 10.13.OTHER TRANSACTIONS..................................61
         SECTION 10.14.FORUM SELECTION AND CONSENT TO JURISDICTION.........61
         SECTION 10.15.WAIVER OF JURY TRIAL................................61
         SECTION 2.12. INDEMNIFICATION....................................C-7

--------
                      *Item numbers are keyed to refer to Sections where the
                      item is principally referred to and will have to be
                      revised as such Sections are renumbered.