[CONFORMED COPY]

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                                CREDIT AGREEMENT


                          DATED AS OF OCTOBER 31, 2003


                                      AMONG


                        AMCOL INTERNATIONAL CORPORATION,


                THE GUARANTORS FROM TIME TO TIME PARTIES HERETO,


                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,


                                       AND


                          HARRIS TRUST AND SAVINGS BANK
                             as Administrative Agent

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                             WELLS FARGO BANK N.A.,
                             as Documentation Agent

<PAGE>

                                TABLE OF CONTENTS

SECTION                                    HEADING                          PAGE

SECTION 1.             THE CREDIT FACILITIES...................................1

       Section 1.1.    Revolving Credit Commitments............................1
       Section 1.2.    Letters of Credit.......................................1
       Section 1.3.    Applicable Interest Rates...............................4
       Section 1.4.    Minimum Borrowing Amounts; Maximum Eurocurrency
                         Loans.................................................6
       Section 1.5.    Manner of Borrowing Loans and Designating
                         Applicable Interest Rates.............................6
       Section 1.6.    Interest Periods........................................8
       Section 1.7.    Maturity of Loans.......................................9
       Section 1.8.    Prepayments.............................................9
       Section 1.9.    Default Rate...........................................10
       Section 1.10.   The Notes..............................................11
       Section 1.11.   Funding Indemnity......................................11
       Section 1.12.   Revolving Credit  Commitment Terminations..............12
       Section 1.13.   Substitution of Lenders................................12
       Section 1.14.   Swing Loans............................................13
       Section 1.15.   Increase in Revolving Credit Commitments...............14

SECTION 2.             FEES...................................................15

       Section 2.1.    Fees ..................................................15

SECTION 3.             PLACE AND APPLICATION OF PAYMENTS......................15

       Section 3.1.    Place and Application of Payments......................15
       Section 3.2.    Account Debit..........................................17

SECTION 4.             GUARANTIES.............................................17

       Section 4.1.    Guaranties.............................................17
       Section 4.2.    Further Assurances.....................................17

SECTION 5.             DEFINITIONS; INTERPRETATION............................18

       Section 5.1.    Definitions............................................18
       Section 5.2.    Interpretation.........................................31
       Section 5.3.    Change in Accounting Principles........................31

SECTION 6.             REPRESENTATIONS AND WARRANTIES.........................32

       Section 6.1.    Organization and Qualification.........................32
       Section 6.2.    Subsidiaries...........................................32
       Section 6.3.    Authority and Validity of Obligations..................33

<PAGE>

       Section 6.4.    Use of Proceeds; Margin Stock..........................33
       Section 6.5.    Financial Reports......................................33
       Section 6.6.    No Material Adverse Change.............................34
       Section 6.7.    Full Disclosure........................................34
       Section 6.8.    Trademarks, Franchises, and Licenses...................34
       Section 6.9.    Governmental Authority and Licensing...................34
       Section 6.10.   Good Title.............................................34
       Section 6.11.   Litigation and Other Controversies.....................35
       Section 6.12.   Taxes..................................................35
       Section 6.13.   Approvals..............................................35
       Section 6.14.   Affiliate Transactions.................................35
       Section 6.15.   Investment Company; Public Utility Holding Company.....35
       Section 6.16.   ERISA..................................................35
       Section 6.17.   Compliance with Laws...................................35
       Section 6.18.   Other Agreements.......................................36
       Section 6.19.   Solvency...............................................36
       Section 6.20.   No Default.............................................37

SECTION 7.             CONDITIONS PRECEDENT...................................37

       Section 7.1.    All Credit Events......................................37
       Section 7.2.    Initial Credit Event...................................37

SECTION 8.             COVENANTS..............................................39

       Section 8.1.    Maintenance of Business................................39
       Section 8.2.    Maintenance of Properties..............................39
       Section 8.3.    Taxes and Assessments..................................39
       Section 8.4.    Insurance..............................................39
       Section 8.5.    Financial Reports......................................40
       Section 8.6.    Inspection.............................................42
       Section 8.7.    Limitations on Indebtedness............................42
       Section 8.8.    Limitation on Liens....................................42
       Section 8.9.    Investments, Acquisitions, Loans and Advances..........43
       Section 8.10.   Mergers, Consolidations and Sales......................45
       Section 8.11.   Dividends and Certain Other Restricted Payments........46
       Section 8.12.   ERISA..................................................46
       Section 8.13.   Compliance with Laws...................................47
       Section 8.14.   Burdensome Contracts With Affiliates...................48
       Section 8.15.   No Changes in Fiscal Year..............................48
       Section 8.16.   Formation of Subsidiaries..............................48
       Section 8.17.   Change in the Nature of Business.......................48
       Section 8.18.   Use of Loan Proceeds...................................48
       Section 8.19.   No Restrictions........................................48
       Section 8.20.   Subordinated Debt......................................48
       Section 8.21.   Financial Covenants....................................49
       Section 8.22.   Contingent Obligations.................................49


                                      -ii-

<PAGE>

SECTION 9.             EVENTS OF DEFAULT AND REMEDIES.........................49

       Section 9.1.    Events of Default......................................49
       Section 9.2.    Non-Bankruptcy Defaults................................51
       Section 9.3.    Bankruptcy Defaults....................................52
       Section 9.4.    Collateral for Undrawn Letters of Credit...............52
       Section 9.5.    Notice of Default......................................53
       Section 9.6.    Expenses...............................................53

SECTION 10.            CHANGE IN CIRCUMSTANCES................................53

       Section 10.1.   Change of Law..........................................53
       Section 10.2.   Unavailability  of Deposits or Inability to
                          Ascertain, or Inadequacy of, LIBOR..................53
       Section 10.3.   Increased Cost and Reduced Return......................54
       Section 10.4.   Lending Offices........................................55
       Section 10.5.   Discretion of Lender as to Manner of Funding...........55

SECTION 11.            THE ADMINISTRATIVE AGENT...............................55

       Section 11.1.   Appointment and Authorization of Administrative
                         Agent................................................55
       Section 11.2.   Administrative Agent and its Affiliates................56
       Section 11.3.   Action by Administrative Agent.........................56
       Section 11.4.   Consultation with Experts..............................56
       Section 11.5.   Liability of Administrative Agent; Credit Decision.....56
       Section 11.6.   Indemnity..............................................57
       Section 11.7.   Resignation and Removal of Administrative Agent
                          and Successor Administrative Agent..................57
       Section 11.8.   L/C Issuer.............................................58
       Section 11.9.   Hedging  Liability and Funds Transfer and Deposit
                         Account Liability Arrangements.......................58
       Section 11.10.  Designation of Additional Agents.......................59

SECTION 12.            THE GUARANTEES.........................................59

       Section 12.1.   The Guarantees.........................................59
       Section 12.2.   Guarantee Unconditional................................59
       Section 12.3.   Discharge  Only upon  Payment in Full; Reinstatement
                         in Certain Circumstances.............................60
       Section 12.4.   Subrogation............................................60
       Section 12.5.   Waivers................................................61
       Section 12.6.   Limit on Recovery......................................61
       Section 12.7.   Stay of Acceleration...................................61
       Section 12.8.   Benefit to Guarantors..................................61
       Section 12.9.   Guarantor Covenants....................................61

SECTION 13.            MISCELLANEOUS..........................................62

       Section 13.1.   Withholding Taxes......................................62


                                     -iii-

<PAGE>

       Section 13.2.   No Waiver, Cumulative Remedies.........................63
       Section 13.3.   Non-Business Days......................................63
       Section 13.4.   Documentary Taxes......................................63
       Section 13.5.   Survival of Representations............................63
       Section 13.6.   Survival of Indemnities................................63
       Section 13.7.   Sharing of Set-Off.....................................64
       Section 13.8.   Notices................................................64
       Section 13.9.   Counterparts...........................................65
       Section 13.10.  Successors and Assigns.................................65
       Section 13.11.  Participants...........................................65
       Section 13.12.  Assignments............................................65
       Section 13.13.  Amendments.............................................66
       Section 13.14.  Headings...............................................67
       Section 13.15.  Costs and Expenses; Indemnification....................67
       Section 13.16.  Set-off................................................67
       Section 13.17.  Entire Agreement.......................................68
       Section 13.18.  Governing Law..........................................68
       Section 13.19.  Severability of Provisions.............................68
       Section 13.20.  Excess Interest........................................68
       Section 13.21.  Construction...........................................69
       Section 13.22.  Lender's Obligations Several...........................69
       Section 13.23.  Submission to Jurisdiction; Waiver of Jury Trial.......69
       Section 13.24.  Currency...............................................69

Signature Page...............................................................S-1

EXHIBIT A      --   Notice of Payment Request
EXHIBIT B      --   Notice of Borrowing
EXHIBIT C      --   Notice of Continuation/Conversion
EXHIBIT D-1    --   Revolving Note
EXHIBIT D-2    --   Swing Note
EXHIBIT E      --   Form of Commitment Amount Increase Request
EXHIBIT F      --   Compliance Certificate
EXHIBIT G      --   Additional Guarantor Supplement
EXHIBIT H      --   Assignment and Acceptance
SCHEDULE 1     --   Commitments
SCHEDULE 1.2   --   Existing Letters of Credit
SCHEDULE 6.2   --   Subsidiaries


                                      -iv-

<PAGE>

                                CREDIT AGREEMENT

      This Credit Agreement is entered into as of October 31, 2003, by and among
AMCOL International  Corporation,  a Delaware corporation (the "Borrower"),  the
direct and indirect Subsidiaries of the Borrower from time to time party to this
Agreement,  as Guarantors,  the several financial institutions from time to time
party to this  Agreement,  as Lenders,  and Harris  Trust and Savings  Bank,  as
Administrative  Agent as  provided  herein.  All  capitalized  terms used herein
without definition shall have the same meanings herein as such terms are defined
in Section 5.1 hereof.


                              PRELIMINARY STATEMENT

      The Borrower has requested, and the Lenders have agreed to extend, certain
credit facilities on the terms and conditions of this Agreement.

      NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. THE CREDIT FACILITIES.

      Section  1.1.  Revolving  Credit  Commitments.  Subject  to the  terms and
conditions hereof,  each Lender, by its acceptance  hereof,  severally agrees to
make a loan or loans  (individually  a  "Revolving  Loan" and  collectively  the
"Revolving  Loans") in U.S.  Dollars and Alternative  Currencies to the Borrower
from time to time on a  revolving  basis in an  aggregate  outstanding  Original
Dollar Amount up to the amount of such  Lender's  Revolving  Credit  Commitment,
subject to any  reductions  thereof  pursuant  to the terms  hereof,  before the
Revolving  Credit  Termination  Date. The sum of the aggregate  Original  Dollar
Amount  of  Revolving  Loans,  Swing  Loans,  and L/C  Obligations  at any  time
outstanding shall not exceed the Revolving Credit  Commitments in effect at such
time. The sum of the aggregate  Original Dollar Amount of all Loans  denominated
in an  Alternative  Currency  shall not exceed  $25,000,000.  Each  Borrowing of
Revolving  Loans  shall be made  ratably by the Lenders in  proportion  to their
respective  Percentages.  As provided in Section 1.5(a) hereof, the Borrower may
elect that each  Borrowing of Revolving  Loans  denominated  in U.S.  Dollars be
either Base Rate Loans or Eurocurrency Loans. All Revolving Loans denominated in
an Alternative  Currency shall be  Eurocurrency  Loans.  Revolving  Loans may be
repaid and the principal amount thereof  reborrowed  before the Revolving Credit
Termination Date, subject to the terms and conditions hereof.

      Section 1.2.  Letters of Credit.  (a) General Terms.  Subject to the terms
and conditions  hereof,  as part of the Revolving  Credit,  the L/C Issuer shall
issue  standby  letters of credit (each a "Letter of Credit") for the account of
Borrower or for the account of the Borrower in an aggregate  undrawn face amount
up to the L/C Sublimit.  Notwithstanding  anything herein to the contrary, those
certain letters of credit issued for the account of the Borrower by Harris Trust
and Savings  Bank and listed on Schedule  1.2 hereof (the  "Existing  Letters of
Credit") shall each  constitutes a "Letter of Credit" herein for all purposes of
this Agreement with the Borrower as

<PAGE>

the applicant  therefor,  to the same extent, and with the same force and effect
as if the Existing Letters of Credit had been issued under this Agreement at the
request  of the  Borrower.  Each  Letter  of  Credit  shall be issued by the L/C
Issuer,  but each Lender shall be obligated to reimburse the L/C Issuer for such
Lender's  Percentage of the amount of each drawing thereunder and,  accordingly,
each Letter of Credit shall constitute usage of the Revolving Credit  Commitment
of each  Lender  pro  rata  in an  amount  equal  to its  Percentage  of the L/C
Obligations then outstanding.

      (b)  Applications.  At any time before the  Revolving  Credit  Termination
Date,  the L/C Issuer shall,  at the request of the Borrower,  issue one or more
Letters of Credit in U.S.  Dollars,  in a form  satisfactory  to the L/C Issuer,
with  expiration  dates no later than the  earlier of 12 months from the date of
issuance  (or which are  cancelable  not later  than 12 months  from the date of
issuance  and  each  renewal)  or five (5) days  prior to the  Revolving  Credit
Termination  Date,  in an  aggregate  face amount as set forth  above,  upon the
receipt of an application  duly executed by the Borrower for the relevant Letter
of Credit in the form then  customarily  prescribed  by the L/C  Issuer  for the
Letter of Credit  requested (each an  "Application").  Notwithstanding  anything
contained in any Application to the contrary: (i) the Borrower shall pay fees in
connection  with each Letter of Credit as set forth in Section 2.1 hereof,  (ii)
except as otherwise provided in Section 1.9 hereof,  before the occurrence of an
Event of Default,  the L/C Issuer will not call for the funding by the  Borrower
of any amount  under a Letter of Credit  before being  presented  with a drawing
thereunder,  and (iii) if the L/C Issuer is not timely reimbursed for the amount
of any drawing  under a Letter of Credit on the date such  drawing is paid,  the
Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing
shall bear interest  (which the Borrower  hereby promises to pay) from and after
the  date  such  drawing  is paid at a rate  per  annum  equal to the sum of the
Applicable  Margin plus the Base Rate from time to time in effect  (computed  on
the basis of a year of 360 days, and the actual number of days elapsed).  If the
L/C  Issuer  issues  any  Letter  of  Credit  with an  expiration  date  that is
automatically  extended  unless the L/C Issuer gives notice that the  expiration
date will not so extend beyond its then scheduled  expiration  date,  unless the
Required  Lenders  instruct the L/C Issuer  otherwise,  the L/C Issuer will give
such notice of  non-renewal  before the time necessary to prevent such automatic
extension if before such required  notice date: (i) the expiration  date of such
Letter of Credit if so extended would be after the Revolving Credit  Termination
Date, (ii) the Revolving Credit  Commitments  have been  terminated,  or (iii) a
Default  or an Event of  Default  exists and the  Administrative  Agent,  at the
request or with the consent of the  Required  Lenders,  has given the L/C Issuer
instructions  not to so permit  the  extension  of the  expiration  date of such
Letter of Credit.  The L/C Issuer agrees to issue amendments to the Letter(s) of
Credit increasing the amount,  or extending the expiration date,  thereof at the
request of the Borrower  subject to the  conditions  of Section 7 hereof and the
other terms of this Section 1.2.

      (c) The Reimbursement  Obligations.  Subject to Section 1.2(b) hereof, the
obligation of the Borrower to reimburse the L/C Issuer for all drawings  under a
Letter  of  Credit  (a  "Reimbursement  Obligation")  shall be  governed  by the
Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 12:00 Noon (Chicago time) on the date when each drawing is
to be  paid  in  immediately  available  funds  at  the  Administrative  Agent's
principal office in Chicago, Illinois or such other office as the Administrative
Agent may designate in writing to the Borrower (who shall thereafter cause to be
distributed  to the L/C


                                      -2-
<PAGE>

Issuer such  amount(s)  in like funds).  If the Borrower  does not make any such
reimbursement  payment on the date due and the Participating  Lenders fund their
participations therein in the manner set forth in Section 1.2(d) below, then all
payments thereafter received by the Administrative  Agent in discharge of any of
the relevant  Reimbursement  Obligations shall be distributed in accordance with
Section 1.2(d) below.

      (d) The Participating Interests. Each Lender (other than the Lender acting
as L/C Issuer in issuing  the  relevant  Letter of  Credit),  by its  acceptance
hereof,  severally  agrees to purchase  from the L/C Issuer,  and the L/C Issuer
hereby  agrees  to sell to each  such  Lender  (a  "Participating  Lender"),  an
undivided percentage participating interest (a "Participating Interest"), to the
extent  of its  Percentage,  in each  Letter  of  Credit  issued  by,  and  each
Reimbursement  Obligation  owed to,  the L/C  Issuer.  Upon any  failure  by the
Borrower to pay any  Reimbursement  Obligation  at the time required on the date
the related  drawing is to be paid, as set forth in Section 1.2(c) above,  or if
the L/C  Issuer  is  required  at any time to  return  to the  Borrower  or to a
trustee,  receiver,  liquidator,  custodian  or other  Person any portion of any
payment of any Reimbursement  Obligation,  each Participating  Lender shall, not
later than the Business Day it receives a  certificate  in the form of Exhibit A
hereto  from the L/C Issuer  (with a copy to the  Administrative  Agent) to such
effect,  if such certificate is received before 1:00 p.m. (Chicago time), or not
later  than 1:00  p.m.  (Chicago  time)  the  following  Business  Day,  if such
certificate is received after such time, pay to the Administrative Agent for the
account  of the L/C  Issuer  an  amount  equal  to such  Participating  Lender's
Percentage of such unpaid or recaptured  Reimbursement  Obligation together with
interest on such amount  accrued  from the date the related  payment was made by
the L/C  Issuer to the date of such  payment by such  Participating  Lender at a
rate per annum equal to: (i) from the date the  related  payment was made by the
L/C Issuer to the date two (2) Business Days after payment by such Participating
Lender is due hereunder,  the Federal Funds Rate for each such day and (ii) from
the date two (2)  Business  Days  after the date such  payment  is due from such
Participating  Lender to the date  such  payment  is made by such  Participating
Lender,  the Base Rate in effect  for each  such  day.  Each such  Participating
Lender shall  thereafter  be entitled to receive its  Percentage of each payment
received in respect of the  relevant  Reimbursement  Obligation  and of interest
paid thereon,  with the L/C Issuer retaining its Percentage  thereof as a Lender
hereunder.  The  several  obligations  of the  Participating  Lenders to the L/C
Issuer under this Section 1.3 shall be absolute,  irrevocable, and unconditional
under any and all  circumstances  whatsoever  and shall  not be  subject  to any
set-off,  counterclaim or defense to payment which any Participating  Lender may
have or have had against the Borrower, the L/C Issuer, the Administrative Agent,
any Lender or any other Person  whatsoever.  Without  limiting the generality of
the foregoing, such obligations shall not be affected by any Default or Event of
Default or by any reduction or termination of any Revolving Credit Commitment of
any Lender,  and each payment by a  Participating  Lender under this Section 1.2
shall  be  made  without  any  offset,   abatement,   withholding  or  reduction
whatsoever.

      (e)  Indemnification.  The  Participating  Lenders shall, to the extent of
their  respective  Percentages,  indemnify  the L/C  Issuer  (to the  extent not
reimbursed  by the Borrower)  against any cost,  expense  (including  reasonable
counsel  fees and  disbursements),  claim,  demand,  action,  loss or  liability
(except  such as  result  from the L/C  Issuer's  gross  negligence  or  willful
misconduct)  that the L/C  Issuer  may  suffer or incur in  connection  with any
Letter of Credit  issued by it. The


                                      -3-
<PAGE>

obligations of the Participating Lenders under this Section 1.2(e) and all other
parts of this Section 1.2 shall survive termination of this Agreement and of all
Applications, Letters of Credit, and all drafts and other documents presented in
connection with drawings thereunder.

      (f) Manner of Requesting a Letter of Credit. The Borrower shall provide at
least five (5) Business Days' advance written notice to the Administrative Agent
of each request for the issuance of a Letter of Credit, such notice in each case
to be accompanied by an Application for such Letter of Credit properly completed
and executed by the Borrower  and, in the case of an extension or an increase in
the  amount  of a Letter  of  Credit,  a  written  request  therefor,  in a form
acceptable  to the  Administrative  Agent  and the  L/C  Issuer,  in each  case,
together with the fees called for by this Agreement.  The  Administrative  Agent
shall promptly  notify the L/C Issuer of the  Administrative  Agent's receipt of
each such notice and the L/C Issuer  shall  promptly  notify the  Administrative
Agent and the Lenders of the issuance of the Letter of Credit so requested.

      Section 1.3.  Applicable  Interest Rates.  (a) Base Rate Loans.  Each Base
Rate Loan  made or  maintained  by a Lender  shall  bear  interest  during  each
Interest  Period it is outstanding  (computed on the basis of a year of 360 days
and the actual days  elapsed) on the unpaid  principal  amount  thereof from the
date such Loan is  advanced  or  continued,  or  created  by  conversion  from a
Eurocurrency  Loan,  until maturity  (whether by acceleration or otherwise) at a
rate per annum equal to the sum of the Applicable Margin plus the Base Rate from
time to time in effect,  payable on the last day of its  Interest  Period and at
maturity (whether by acceleration or otherwise).

      "Base  Rate"  means for any day the  greater  of: (i) the rate of interest
announced or otherwise established by the Administrative Agent from time to time
as its prime  commercial  rate as in effect on such day,  with any change in the
Base Rate resulting from a change in said prime  commercial rate to be effective
as of the date of the relevant  change in said prime  commercial  rate (it being
acknowledged  and agreed  that such rate may not be the  Administrative  Agent's
best  or  lowest  rate)  and  (ii)  the sum of (x) the  rate  determined  by the
Administrative  Agent to be the average  (rounded upward,  if necessary,  to the
next  higher  1/100 of 1%) of the rates per annum  quoted to the  Administrative
Agent at  approximately  10:00 a.m.  (Chicago time) (or as soon thereafter as is
practicable)  on  such  day  (or,  if such  day is not a  Business  Day,  on the
immediately  preceding  Business  Day)  by two or  more  Federal  funds  brokers
selected by the  Administrative  Agent for sale to the  Administrative  Agent at
face  value of  Federal  funds in the  secondary  market in an  amount  equal or
comparable to the principal  amount owed to the  Administrative  Agent for which
such rate is being determined, plus (y) 1/2 of 1%.

      (b) Eurocurrency  Loans.  Each  Eurocurrency  Loan made or maintained by a
Lender  shall  bear  interest  during  each  Interest  Period it is  outstanding
(computed  on the basis of a year of 360 days and actual  days  elapsed)  on the
unpaid  principal  amount  thereof  from  the  date  such  Loan is  advanced  or
continued,  or  created by  conversion  from a Base Rate  Loan,  until  maturity
(whether by  acceleration  or otherwise) at a rate per annum equal to the sum of
the  Applicable  Margin plus the Adjusted  LIBOR  applicable  for such  Interest
Period,  payable on the last day of the Interest Period and at maturity (whether
by acceleration or otherwise),  and, if the applicable Interest Period is longer
than  three  months,  on  each  day  occurring  every  three  months  after  the
commencement of such Interest Period.


                                      -4-
<PAGE>

      "Adjusted  LIBOR" means,  for any Borrowing of Eurocurrency  Loans, a rate
per annum determined in accordance with the following formula:

            Adjusted LIBOR   =                  LIBOR
                                -----------------------------------
                                1 - Eurocurrency Reserve Percentage

      "Eurocurrency Reserve Percentage" means, for any Borrowing of Eurocurrency
Loans, the daily average for the applicable Interest Period of the maximum rate,
expressed as a decimal, at which reserves  (including,  without limitation,  any
supplemental, marginal, and emergency reserves) are imposed during such Interest
Period  by the  Board  of  Governors  of the  Federal  Reserve  System  (or  any
successor) on "eurocurrency liabilities",  as defined in such Board's Regulation
D (or in respect of any other category of liabilities that includes  deposits by
reference to which the interest rate on Eurocurrency  Loans is determined or any
category  of  extensions  of  credit  or  other  assets  that  include  loans by
non-United States offices of any Lender to United States residents),  subject to
any  amendments  of such  reserve  requirement  by such Board or its  successor,
taking into account any transitional  adjustments  thereto. For purposes of this
definition,   the  Eurocurrency  Loans  shall  be  deemed  to  be  "eurocurrency
liabilities"  as  defined  in  Regulation  D without  benefit  or credit for any
prorations, exemptions or offsets under Regulation D.

      "LIBOR"  means,  for an Interest  Period for a Borrowing  of  Eurocurrency
Loans,  (a) the  LIBOR  Index  Rate for such  Interest  Period,  if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined,  the arithmetic
average of the rates of interest per annum (rounded  upwards,  if necessary,  to
the  nearest  1/100 of 1%) at which  deposits  in U.S.  Dollars or the  relevant
Alternative Currency, as appropriate, in immediately available funds are offered
to the  Administrative  Agent at  11:00  a.m.  (London,  England  time)  two (2)
Business Days before the beginning of such Interest  Period by three (3) or more
major banks in the interbank  eurodollar  market selected by the  Administrative
Agent for delivery on the first day of and for a period  equal to such  Interest
Period  and in an amount  equal or  comparable  to the  principal  amount of the
Eurocurrency  Loan scheduled to be made by the  Administrative  Agent as part of
such Borrowing.

      "LIBOR Index Rate"  means,  for any  Interest  Period,  the rate per annum
(rounded upwards, if necessary,  to the next higher one  hundred-thousandth of a
percentage  point)  for  deposits  in U.S.  Dollars  for a period  equal to such
Interest  Period,  which  appears  on the  appropriate  Telerate  Page  for such
currency as of 11:00 a.m.  (London,  England  time) on the day two (2)  Business
Days before the commencement of such Interest Period.

      "Telerate Page" means the display  designated on the Telerate  Service (or
such other service as may be nominated by the British  Bankers'  Association  as
the  information   vendor  for  the  purpose  of  displaying   British  Bankers'
Association Interest Settlement Rates for the applicable currency).

      (c) Rate  Determinations.  The  Administrative  Agent shall determine each
interest  rate  applicable  to  the  Loans  and  the  Reimbursement  Obligations
hereunder,  and its determination thereof shall be conclusive and binding except
in the case of manifest error.  The Original Dollar


                                      -5-
<PAGE>

Amount of each Eurocurrency Loan denominated in an Alternative Currency shall be
determined or redetermined, as applicable, effective as of the first day of each
Interest Period applicable to such Loan.

      Section 1.4. Minimum Borrowing Amounts;  Maximum  Eurocurrency Loans. Each
Borrowing of Base Rate Loans shall be in an amount not less than $500,000 and in
integral  multiples of $100,000.  Each Borrowing of Eurocurrency Loans advanced,
continued  or converted  shall be in an amount not less than an Original  Dollar
Amount of $1,000,000 and in integral  multiples of 100,000 units of the relevant
currency as would have the Original  Dollar  Amount most  closely  approximately
$100,000 or an integral multiple  thereof.  Without the  Administrative  Agent's
consent, there shall not be more than eight (8) Borrowings of Eurocurrency Loans
outstanding at any one time.

      Section 1.5. Manner of Borrowing Loans and Designating Applicable Interest
Rates. (a) Notice to the Administrative Agent. The Borrower shall give notice to
the  Administrative  Agent by no later than 10:00 a.m.  (Chicago  time):  (i) at
least four (4) Business  Days before the date the Borrower  requests the Lenders
to advance a Borrowing  of  Eurocurrency  Loans  denominated  in an  Alternative
Currency,  (ii) at least  three (3)  Business  Days before the date on which the
Borrower  requests the Lenders to advance a Borrowing of Eurocurrency  Loans and
(iii) on the date the  Borrower  requests  the Lenders to advance a Borrowing of
Base Rate  Loans.  The Loans  included  in each  Borrowing  shall bear  interest
initially  at the type of rate  specified  in such  notice  of a new  Borrowing.
Thereafter,  subject to the terms and conditions  hereof,  the Borrower may from
time to time elect to change or continue the type of interest rate borne by each
Borrowing or, subject to the minimum  amount  requirement  for each  outstanding
Borrowing contained in Section 1.4, a portion thereof,  as follows:  (i) if such
Borrowing  is of  Eurocurrency  Loans,  on the last day of the  Interest  Period
applicable  thereto,  the Borrower may continue part or all of such Borrowing as
Eurocurrency Loans or, if such Eurocurrency Loan is denominated in U.S. Dollars,
convert  part or all of such  Borrowing  into  Base  Rate  Loans or (ii) if such
Borrowing is of Base Rate Loans,  on any Business  Day, the Borrower may convert
all or  part of such  Borrowing  into  Eurocurrency  Loans  denominated  in U.S.
Dollars for an Interest  Period or Interest  Periods  specified by the Borrower.
The Borrower shall give all such notices requesting the advance, continuation or
conversion of a Borrowing to the  Administrative  Agent by telephone or telecopy
(which notice shall be  irrevocable  once given and, if by  telephone,  shall be
promptly  confirmed in writing),  substantially  in the form attached  hereto as
Exhibit   B    (Notice    of    Borrowing)    or    Exhibit    C   (Notice    of
Continuation/Conversion), as applicable, or in such other form acceptable to the
Administrative  Agent. Notice of the continuation of a Borrowing of Eurocurrency
Loans  denominated in U.S.  Dollars for an additional  Interest Period or of the
conversion  of part or all of a Borrowing  of Base Rate Loans into  Eurocurrency
Loans  denominated  in U.S.  Dollars  must be given by no later  than 10:00 a.m.
(Chicago time) at least three (3) Business Days before the date of the requested
continuation  or  conversion.  Notices of the  continuation  of a  Borrowing  of
Eurocurrency Loans denominated in an Alternative Currency must be given no later
than  10:00  a.m.  (Chicago  time) at least  four (4)  Business  Day  before the
requested continuation. All such notices concerning the advance, continuation or
conversion  of a  Borrowing  shall  specify the date of the  requested  advance,
continuation  or conversion of a Borrowing  (which shall be a Business Day), the
amount of the requested  Borrowing to be advanced,  continued or


                                      -6-
<PAGE>

converted,  the type of Loans to  comprise  such  new,  continued  or  converted
Borrowing and, if such Borrowing is to be comprised of Eurocurrency  Loans,  the
currency and Interest Period  applicable  thereto.  The Borrower agrees that the
Administrative Agent may rely on any such telephonic or telecopy notice given by
any person the  Administrative  Agent in good faith  believes  is an  Authorized
Representative  without the necessity of independent  investigation,  and in the
event any such notice by telephone conflicts with any written  confirmation such
telephonic notice shall govern if the Administrative Agent has acted in reliance
thereon.

      (b) Notice to the  Lenders.  The  Administrative  Agent  shall give prompt
telephonic  or telecopy  notice to each  Lender of any notice from the  Borrower
received  pursuant to Section  1.5(a)  above and, if such  notice  requests  the
Lenders to make Eurocurrency  Loans, the Administrative  Agent shall give notice
to the Borrower and each Lender by like means of the  interest  rate  applicable
thereto and if such Borrowing is denominated in an Alternative  Currency, of the
Original Dollar Amount thereof, promptly after the Administrative Agent has made
such determination.

      (c) Borrower's Failure to Notify; Automatic Continuations and Conversions.
Any outstanding  Borrowing of Base Rate Loans shall  automatically  be continued
for an additional  Interest Period on the last day of its then current  Interest
Period  unless the Borrower has  notified  the  Administrative  Agent within the
period  required by Section  1.5(a) that the  Borrower  intends to convert  such
Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurocurrency Loans
or such Borrowing is prepaid in accordance with Section 1.8(a).  If the Borrower
fails to give notice  pursuant to Section  1.5(a) above of the  continuation  or
conversion of any  outstanding  principal  amount of a Borrowing of Eurocurrency
Loans  denominated  in U.S.  Dollars  before  the last  day of its then  current
Interest  Period within the period required by Section 1.5(a) or, whether or not
such notice has been given,  one or more of the  conditions set forth in Section
7.1 for the  continuation  or  conversion of a Borrowing of  Eurocurrency  Loans
would not be satisfied,  and such  Borrowing is not prepaid in  accordance  with
Section 1.8(a), such Borrowing shall automatically be converted into a Borrowing
of Base Rate Loans.  If the  Borrower  fails to give notice  pursuant to Section
1.5(a)  above of the  continuation  of any  outstanding  principal  amount  of a
Borrowing of Eurocurrency  Loans  denominated in an Alternative  Currency before
the last day of its then current  Interest  Period within the period required by
Section 1.5(a) and has not notified the  Administrative  Agent within the period
required  by  Section  1.8(a)  that it intends to prepay  such  Borrowing,  such
Borrowing shall  automatically be continued as a Borrowing of Eurocurrency Loans
in the same Alternative  Currency with an Interest Period of one month,  subject
to Section  6.2  hereof,  including  the  application  of Section 1.3 and of the
restrictions contained in the definition of Interest Period.

      (d) Disbursement of Loans. Not later than 1:00 p.m.  (Chicago time) on the
date of any requested  advance of a new Borrowing,  subject to Section 7 hereof,
each Lender shall make available its Loan  comprising  part of such Borrowing in
funds  immediately  available (or, in the case of a Borrowing  denominated in an
Alternative  Currency, in such funds as are then customary for the settlement of
international  transactions  in such  currency) at the  principal  office of the
Administrative Agent in Chicago,  Illinois.  The Administrative Agent shall make
the  proceeds  of  each  new   Borrowing   available  to  the  Borrower  at  the
Administrative Agent's principal office in Chicago, Illinois, by depositing such
proceeds to the credit of the Borrower's


                                      -7-
<PAGE>

operating account  maintained with the  Administrative  Agent or as the Borrower
and the Administrative Agent may otherwise agree.

      (e)   Administrative   Agent  Reliance  on  Lender  Funding.   Unless  the
Administrative  Agent shall have been  notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date
on which such Lender is scheduled to make payment to the Administrative Agent of
the proceeds of a Loan (which notice shall be effective  upon receipt) that such
Lender does not intend to make such payment, the Administrative Agent may assume
that such Lender has made such payment when due and the Administrative Agent may
in reliance upon such  assumption  (but shall not be required to) make available
to the  Borrower  the proceeds of the Loan to be made by such Lender and, if any
Lender  has not in fact made such  payment  to the  Administrative  Agent,  such
Lender  shall,  on  demand,  pay to the  Administrative  Agent the  amount  made
available to the Borrower  attributable  to such Lender  together  with interest
thereon in respect  of each day  during the period  commencing  on the date such
amount was made available to the Borrower and ending on (but excluding) the date
such  Lender pays such  amount to the  Administrative  Agent at a rate per annum
equal to: (i) from the date the related  advance was made by the  Administrative
Agent to the date two (2)  Business  Days after  payment  by such  Lender is due
hereunder,  the Federal  Funds Rate for each such day and (ii) from the date two
(2)  Business  Days after the date such  payment is due from such  Lender to the
date such payment is made by such Lender,  the Base Rate in effect for each such
day. If such amount is not received from such Lender by the Administrative Agent
immediately   upon  demand,   the  Borrower  will,  on  demand,   repay  to  the
Administrative  Agent the proceeds of the Loan  attributable to such Lender with
interest  thereon at a rate per annum equal to the interest  rate  applicable to
the  relevant  Loan,  but without  such  payment  being  considered a payment or
prepayment of a Loan under Section 1.12 hereof so that the Borrower will have no
liability under such Section with respect to such payment.

      Section  1.6.  Interest  Periods.  As provided in Section  1.5(a) and 1.14
hereof, at the time of each request to advance, continue or create by conversion
a Borrowing of Eurocurrency  Loans or Swing Loans,  the Borrower shall select an
Interest Period applicable to such Loans from among the available  options.  The
term  "Interest  Period" means the period  commencing on the date a Borrowing of
Loans is advanced,  continued or created by  conversion  and ending:  (a) in the
case of Base Rate Loans, on the last day of the calendar quarter (i.e., the last
day of  March,  June,  September  or  December,  as  applicable)  in which  such
Borrowing is advanced, continued or created by conversion (or on the last day of
the following calendar quarter if such Loan is advanced, continued or created by
conversion  on the  last  day of a  calendar  quarter),  (b)  in the  case  of a
Eurocurrency  Loan,  1, 2, 3 or 6  months  thereafter,  and (c) in the case of a
Swing Loan,  on the date 1 to 7 days  thereafter  as  mutually  agreed to by the
Borrower and the Administrative Agent; provided, however, that:

            (i) any Interest  Period for a Borrowing of Revolving Loans or Swing
      Loans  consisting  of Base Rate Loans that  otherwise  would end after the
      Revolving  Credit  Termination  Date  shall  end on the  Revolving  Credit
      Termination Date;

            (ii) no  Interest  Period  with  respect to any portion of the Loans
      shall extend beyond the Revolving Credit Termination Date;


                                      -8-
<PAGE>

            (iii) whenever the last day of any Interest  Period would  otherwise
      be a day that is not a Business Day, the last day of such Interest  Period
      shall be extended to the next succeeding  Business Day,  provided that, if
      such  extension  would  cause  the last day of an  Interest  Period  for a
      Borrowing of Eurocurrency  Loans to occur in the following calendar month,
      the last day of such Interest  Period shall be the  immediately  preceding
      Business Day; and

            (iv) for purposes of determining an Interest  Period for a Borrowing
      of  Eurocurrency  Loans,  a month means a period  starting on one day in a
      calendar month and ending on the numerically corresponding day in the next
      calendar  month;  provided,  however,  that  if  there  is no  numerically
      corresponding  day in the month in which such an Interest Period is to end
      or if such  an  Interest  Period  begins  on the  last  Business  Day of a
      calendar  month,  then such Interest Period shall end on the last Business
      Day of the calendar month in which such Interest Period is to end.

      Section 1.7.  Maturity of Loans.  Each Revolving Loan and Swing Loan, both
for  principal  and interest  not sooner  paid,  shall mature and become due and
payable by the Borrower on the Revolving Credit Termination Date.

      Section 1.8. Prepayments.  (a) Optional.  The Borrower may prepay in whole
or in part (but, if in part,  then: (i) if such Borrowing is of Base Rate Loans,
in an amount not less than $500,000,  (ii) if such Borrowing is of  Eurocurrency
Loans denominated in U.S. Dollars, in an amount not less than $500,000, (iii) if
such is of Eurocurrency Loans denominated in an Alternative  Currency, an amount
for which the U.S. Dollar Equivalent is not less than $500,000, and (iv) in each
case,  in an amount  such  that the  minimum  amount  required  for a  Borrowing
pursuant to Section 1.4 and 1.14 hereof  remains  outstanding)  any Borrowing of
Eurocurrency  Loans at any time  upon (i) if such  Loan is  denominated  in U.S.
Dollars,   three  (3)  Business  Days  prior  notice  by  the  Borrower  to  the
Administrative  Agent,  (ii)  if  such  Loan is  denominated  in an  Alternative
Currency,   four  (4)  Business  Days  prior  notice  by  the  Borrower  to  the
Administrative  Agent,  or (iii) in the case of a Borrowing  of Base Rate Loans,
notice delivered by the Borrower to the Administrative Agent no later than 10:00
a.m.  (Chicago  time) on the date of prepayment  (or, in any case,  such shorter
period of time then agreed to by the Administrative  Agent),  such prepayment to
be made by the payment of the principal amount to be prepaid and, in the case of
any  Eurocurrency  Loans or Swing Loans,  accrued  interest  thereon to the date
fixed for prepayment plus any amounts due the Lenders under Section 1.11 hereof.

      (b)  Mandatory.  The Borrower  shall,  on each date the  Revolving  Credit
Commitments  are reduced  pursuant to Section 1.12 hereof,  prepay the Revolving
Loans,  Swing  Loans,  and, if  necessary,  prefund the L/C  Obligations  by the
amount, if any, necessary to reduce the sum of the aggregate principal amount of
Revolving Loans, Swing Loans, and L/C Obligations then outstanding to the amount
to which the Revolving Credit Commitments have been so reduced.

      (c) Application.  Unless the Borrower  otherwise  directs,  prepayments of
Loans under this Section  1.8(b) shall be applied  first to  Borrowings  of Base
Rate Loans until payment in full thereof with any balance  applied to Borrowings
of Eurocurrency Loans in the order in which their Interest Periods expire.  Each
prepayment  of Loans under this  Section  1.8(b) shall be made


                                      -9-
<PAGE>

by the  payment of the  principal  amount to be prepaid  and, in the case of any
Eurocurrency  Loans or Swing  Loans,  accrued  interest  thereon  to the date of
prepayment  together with any amounts due the Lenders under Section 1.11 hereof.
Each prefunding of L/C Obligations  shall be made in accordance with Section 9.4
hereof.

      Section  1.9.  Default  Rate.  Notwithstanding  anything  to the  contrary
contained herein,  while any Event of Default exists or after acceleration,  the
Borrower shall pay interest  (after as well as before entry of judgment  thereon
to the  extent  permitted  by law) on the  principal  amount  of all  Loans  and
Reimbursement  Obligations,  and letter of credit fees at a rate per annum equal
to:

            (a) for any Base Rate Loan or any Swing Loan bearing  interest based
      on the Base Rate, the sum of 2.0% plus the Applicable Margin plus the Base
      Rate from time to time in effect;

            (b) for any  Eurocurrency  Loan  denominated in U.S.  Dollars or any
      Swing Loan bearing interest at the Administrative Agent's Quoted Rate, the
      sum of 2.0% plus the rate of  interest  in effect  thereon  at the time of
      such default until the end of the Interest Period applicable  thereto and,
      thereafter,  at a rate  per  annum  equal  to the  sum of  2.0%  plus  the
      Applicable Margin for Base Rate Loans plus the Base Rate from time to time
      in effect;

            (c)  for  any  Eurocurrency   Loan  denominated  in  an  Alternative
      Currency,  the sum of two percent (2%) plus the rate of interest in effect
      thereon at the time of such default  until the end of the Interest  Period
      applicable thereto and,  thereafter,  at a rate per annum equal to the sum
      of the Applicable Margin for Eurocurrency Loans plus two percent (2%) plus
      the rate of interest per annum as determined by the  Administrative  Agent
      (rounded upwards, if necessary,  to the next higher one hundred-thousandth
      of a percentage point) at which overnight or weekend deposits (or, if such
      amount due remains unpaid more than three (3) Business Days, then for such
      other  period of time not longer than one (1) month as the  Administrative
      Agent may elect in its absolute  discretion)  of the relevant  Alternative
      Currency for delivery in  immediately  available  and freely  transferable
      funds would be offered by the  Administrative  Agent to major banks in the
      interbank  market  upon  request  of such major  banks for the  applicable
      period  as  determined  above and in an amount  comparable  to the  unpaid
      principal amount of any such Eurocurrency Loan (or, if the  Administrative
      Agent is not placing  deposits in such currency in the  interbank  market,
      then the  Administrative  Agent's cost of funds in such  currency for such
      period); and

            (d) for any  Reimbursement  Obligation,  the  sum of 2.0%  plus  the
      amounts  due  under  Section  1.2  with  respect  to  such   Reimbursement
      Obligation; and

            (e) for any  Letter of  Credit,  the sum of 2.0% plus the  letter of
      credit fee due under Section 2.1 with respect to such Letter of Credit;


                                      -10-
<PAGE>

provided, however, that in the absence of acceleration, any adjustments pursuant
to this  Section  shall be made at the  election  of the  Administrative  Agent,
acting at the request or with the consent of the Required Lenders,  with written
notice to the Borrower. While any Event of Default exists or after acceleration,
interest shall be paid on demand of the  Administrative  Agent at the request or
with the consent of the Required Lenders.

      Section 1.10. The Notes. (a) The Revolving Loans made to the Borrower by a
Lender shall be evidenced by a single  promissory note of the Borrower issued to
such  Lender in the form of Exhibit  D-1 hereto.  Each such  promissory  note is
hereinafter  referred to as a "Revolving Note" and collectively  such promissory
notes are referred to as the "Revolving Notes."

      (b) The Swing Loans made to the Borrower by the Administrative Agent shall
be  evidenced  by a  single  promissory  note  of  the  Borrower  issued  to the
Administrative  Agent in the form of Exhibit D-2 hereto. Such promissory note is
hereinafter referred to as the "Swing Note."

      (c) Each Lender  shall record on its books and records or on a schedule to
its appropriate Note the amount of each Loan advanced, continued or converted by
it, all payments of principal and interest and the  principal  balance from time
to time  outstanding  thereon,  the type of such Loan, and, for any Eurocurrency
Loan or  Swing  Loan,  the  Interest  Period,  currency  and the  interest  rate
applicable thereto. The record thereof,  whether shown on such books and records
of a Lender or on a schedule to the relevant Note, shall be prima facie evidence
as to all such  matters;  provided,  however,  that the failure of any Lender to
record any of the  foregoing  or any error in any such record shall not limit or
otherwise  affect the  obligation  of the Borrower to repay all Loans made to it
hereunder  together with accrued interest thereon.  At the request of any Lender
and upon such  Lender  tendering  to the  Borrower  the  appropriate  Note to be
replaced,  the Borrower  shall  furnish a new Note to such Lender to replace any
outstanding Note.

      Section 1.11. Funding Indemnity.  If any Lender shall incur any loss, cost
or expense  (including,  without  limitation,  any loss of profit, and any loss,
cost or  expense  incurred  by reason of the  liquidation  or  re-employment  of
deposits  or  other  funds  acquired  by such  Lender  to fund or  maintain  any
Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits
or amounts paid or prepaid to such Lender) as a result of:

            (a) any payment,  prepayment or conversion of a Eurocurrency Loan or
      Swing Loan on a date other than the last day of its Interest Period,

            (b) any  failure  (because  of a failure to meet the  conditions  of
      Section  7  or  otherwise)  by  the  Borrower  to  borrow  or  continue  a
      Eurocurrency  Loan or Swing  Loan,  or to  convert a Base Rate Loan into a
      Eurocurrency  Loan or Swing Loan, on the date  specified in a notice given
      pursuant to Section 1.5(a) or 1.14 hereof,

            (c) any failure by the  Borrower to make any payment of principal on
      any  Eurocurrency  Loan or Swing Loan when due (whether by acceleration or
      otherwise), or

            (d) any acceleration of the maturity of a Eurocurrency Loan or Swing
      Loan as a result of the occurrence of any Event of Default hereunder,


                                      -11-
<PAGE>

then, upon the demand of such Lender, the Borrower shall pay to such Lender such
amount as will  reimburse  such Lender for such loss,  cost or  expense.  If any
Lender makes such a claim for  compensation,  it shall  provide to the Borrower,
with a copy to the Administrative  Agent, a certificate setting forth the amount
of such loss, cost or expense in reasonable  detail (including an explanation of
the basis for and the computation of such loss, cost or expense) and the amounts
shown on such certificate shall be deemed prime facie correct.

      Section 1.12. Revolving Credit Commitment  Terminations.  (a) The Borrower
shall have the right at any time and from time to time,  upon five (5)  Business
Days prior written notice to the Administrative Agent (or such shorter period of
time agreed to by the  Administrative  Agent), to terminate the Revolving Credit
Commitments  without  premium or penalty  and in whole or in part,  any  partial
termination  to be (i) in an amount not less than  $1,000,000 and (ii) allocated
ratably  among  the  Lenders  in  proportion  to their  respective  Percentages,
provided that the Revolving  Credit  Commitments may not be reduced to an amount
less than the sum of the Original Dollar Amount of Revolving Loans, Swing Loans,
and L/C Obligations  then  outstanding.  Any termination of the Revolving Credit
Commitments  below the L/C Sublimit or Swing Line  Sublimit then in effect shall
reduce  the L/C  Sublimit  and Swing Line  Sublimit,  as  applicable,  by a like
amount. The Administrative  Agent shall give prompt notice to each Lender of any
such termination of the Revolving Credit Commitments.

      (b) Any termination of the Revolving Credit  Commitments  pursuant to this
Section 1.12 may not be reinstated.

      Section  1.13.  Substitution  of  Lenders.  In the event (a) the  Borrower
receives a claim from any Lender for  compensation  under  Section  10.3 or 13.1
hereof,  (b) the  Borrower  receives  notice  from any Lender of any  illegality
pursuant to Section  10.1  hereof,  (c) any Lender is in default in any material
respect  with  respect to its  obligations  under the Loan  Documents,  or (d) a
Lender fails to consent to an amendment or waiver  requested under Section 13.13
hereof at a time when the  Required  Lenders  have  approved  such  amendment or
waiver (any such Lender  referred to in clause (a), (b), (c), or (d) above being
hereinafter referred to as an "Affected Lender"),  the Borrower may, in addition
to any other  rights the Borrower may have  hereunder or under  applicable  law,
require, at its expense, any such Affected Lender to assign, at par plus accrued
interest  and  fees,  without  recourse,  all  of  its  interest,   rights,  and
obligations  hereunder  (including its Revolving Credit Commitment and the Loans
and  participation  interests in Letters of Credit and other amounts at any time
owing to it hereunder  and the other Loan  Documents)  to a  commercial  bank or
other financial  institution  specified by the Borrower,  provided that (i) such
assignment  shall not conflict  with or violate any law,  rule or  regulation or
order of any court or other governmental authority, (ii) the Borrower shall have
received the written consent of the  Administrative  Agent,  which consent shall
not be unreasonably withheld, to such assignment,  (iii) the Borrower shall have
paid to the Affected Lender all monies  (together with amounts due such Affected
Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather
than  assigned)  other than such principal  owing to it hereunder,  and (iv) the
assignment is entered into in accordance with the other  requirements of Section
13.12  hereof  (provided  any  assignment  fees and  reimbursable  expenses  due
thereunder shall be paid by the Borrower).


                                      -12-
<PAGE>

      Section  1.14.  Swing  Loans.  (a)  Generally.  Subject  to the  terms and
conditions  hereof, as part of the Revolving Credit,  the  Administrative  Agent
agrees to make loans to the Borrower under the Swing Line (individually a "Swing
Loan" and  collectively  the "Swing  Loans") which shall not in the aggregate at
any time  outstanding  exceed the Swing Line  Sublimit.  The Swing  Loans may be
availed  of the  Borrower  from time to time and  borrowings  thereunder  may be
repaid  and  used  again  during  the  period  ending  on the  Revolving  Credit
Termination  Date;  provided that each Swing Loan must be repaid on the last day
of the Interest Period applicable thereto. Each Swing Loan shall be in a minimum
amount of  $500,000 or such  greater  amount  which is an  integral  multiple of
$100,000.

      (b) Interest on Swing  Loans.  Each Swing Loan shall bear  interest  until
maturity (whether by acceleration or otherwise) at a rate per annum equal to (i)
the sum of the Base Rate plus the  Applicable  Margin for Base Rate Loans  under
the Revolving  Credit as from time to time in effect (computed on the basis of a
year of 365 or 366  days,  as the case may be,  for the  actual  number  of days
elapsed) or (ii) the  Administrative  Agent's Quoted Rate (computed on the basis
of a year of 360 days for the actual number of days  elapsed).  Interest on each
Swing Loan shall be due and payable on the last day of its  Interest  Period and
at maturity (whether by acceleration or otherwise).

      (c) Requests for Swing Loans.  The Borrower shall give the  Administrative
Agent  prior  notice  (which  may be  written  or oral) no later than 12:00 Noon
(Chicago time) on the date upon which a Borrower requests that any Swing Loan be
made,  of the  amount  and date of such  Swing  Loan,  and the  Interest  Period
requested  therefor.   Within  30  minutes  after  receiving  such  notice,  the
Administrative  Agent  shall in its  discretion  quote an  interest  rate to the
Borrower at which the  Administrative  Agent would be willing to make such Swing
Loan available to the Borrower for the Interest Period so requested (the rate so
quoted for a given Interest Period being herein  referred to as  "Administrative
Agent's Quoted Rate").  The Borrower  acknowledges  and agrees that the interest
rate quote is given for immediate and  irrevocable  acceptance.  If the Borrower
does not so immediately  accept the  Administrative  Agent's Quoted Rate for the
full amount  requested by the Borrower for such Swing Loan,  the  Administrative
Agent's  Quoted Rate shall be deemed  immediately  withdrawn and such Swing Loan
shall bear interest at the rate per annum  determined  by adding the  Applicable
Margin for Base Rate Loans under the  Revolving  Credit to the Base Rate as from
time to time in effect. Subject to the terms and conditions hereof, the proceeds
of such  Swing  Loan  shall be made  available  to the  Borrower  on the date so
requested at the offices of the Administrative  Agent in Chicago,  Illinois,  by
depositing  such  proceeds  to the credit of the  Borrower's  operating  account
maintained   with  the   Administrative   Agent  or  as  the  Borrower  and  the
Administrative Agent may otherwise agree. Anything contained in the foregoing to
the contrary notwithstanding,  (i) the obligation of the Administrative Agent to
make Swing  Loans  shall be subject to all of the terms and  conditions  of this
Agreement and (ii) the Administrative  Agent shall not be obligated to make more
than one Swing Loan during any one day.

      (d)  Refunding   Loans.   In  its  sole  and  absolute   discretion,   the
Administrative  Agent may at any time,  on behalf of the Borrower  (which hereby
irrevocably  authorizes the  Administrative  Agent to act on its behalf for such
purpose)  and  with  notice  to the  Borrower,  request  each  Lender  to make a
Revolving  Loan in the  form of a Base  Rate  Loan in an  amount  equal  to such
Lender's


                                      -13-
<PAGE>

Percentage of the amount of the Swing Loans  outstanding on the date such notice
is given.  Unless an Event of  Default  described  in  Section  9.1(j) or 9.1(k)
exists with respect to the  Borrower,  regardless  of the existence of any other
Event of Default, each Lender shall make the proceeds of its requested Revolving
Loan available to the Administrative  Agent, in immediately  available funds, at
the Administrative Agent's principal office in Chicago,  Illinois,  before 12:00
Noon (Chicago  time) on the Business Day following the day such notice is given.
The proceeds of such Borrowing of Revolving  Loans shall be immediately  applied
to repay the outstanding Swing Loans.

      (e)  Participations.  If any Lender  refuses or otherwise  fails to make a
Revolving  Loan when requested by the  Administrative  Agent pursuant to Section
1.14(d) above (because an Event of Default described in Section 9.1(j) or 9.1(k)
exists with respect to the Borrower or otherwise), such Lender will, by the time
and  in  the  manner  such  Revolving  Loan  was  to  have  been  funded  to the
Administrative  Agent,  purchase  from the  Administrative  Agent  an  undivided
participating  interest in the outstanding Swing Loans in an amount equal to its
Percentage  of the aggregate  principal  amount of Swing Loans that were to have
been  repaid  with  such  Revolving  Loans.  Each  Lender  that so  purchases  a
participation  in a Swing Loan  shall  thereafter  be  entitled  to receive  its
Percentage  of each  payment  of  principal  received  on the Swing  Loan and of
interest  received  thereon  accruing  from the date such  Lender  funded to the
Administrative  Agent its participation in such Loan. The several obligations of
the Lenders under this Section shall be absolute,  irrevocable and unconditional
under any and all  circumstances  whatsoever  and shall  not be  subject  to any
set-off,  counterclaim  or defense to payment  which any Lender may have or have
had against the Borrower, any other Lender or any other Person whatever. Without
limiting the generality of the foregoing, such obligations shall not be affected
by any Default or Event of Default or by any  reduction  or  termination  of the
Revolving  Credit  Commitment  of any Lender,  and each payment made by a Lender
under this Section shall be made without any offset,  abatement,  withholding or
reduction whatsoever.

      Section 1.15. Increase in Revolving Credit Commitments.  The Borrower may,
on any Business Day prior to the Revolving  Credit  Termination  Date,  with the
written  consent  of  the  Administrative  Agent  (which  consent  shall  not be
unreasonably  withheld  or  delayed),  increase  the  aggregate  amount  of  the
Revolving Credit  Commitments by delivering a Commitment Amount Increase Request
at least five (5)  Business  Days prior to the  desired  effective  date of such
increase (the "Commitment Amount Increase") identifying an additional Lender (or
additional  Revolving Credit Commitments for existing  Lender(s)) and the amount
of its Revolving Credit Commitment (or additional amount of its Revolving Credit
Commitment(s)); provided, however, that (i) any increase of the aggregate amount
of the Revolving Credit  Commitments to an amount in excess of $125,000,000 will
require the approval of all the Lenders,  and (ii) any increase of the aggregate
amount of the Revolving Credit  Commitments  shall be in an amount not less than
$5,000,000. The effective date of the Commitment Amount Increase shall be agreed
upon by the  Borrower  and the  Administrative  Agent.  Upon  the  effectiveness
thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance
Loans in an amount  sufficient  such that after giving  effect to its Loans each
Lender  shall  have  outstanding  its pro  rata  share of  Loans.  It shall be a
condition to such effectiveness that (i) no Eurocurrency Loans be outstanding on
the date of such  effectiveness  and (ii) the Borrower shall not have terminated
any portion of the Revolving Credit Commitments pursuant of Section 1.12


                                      -14-
<PAGE>

hereof. The Borrower agrees to pay any reasonable expenses of the Administrative
Agent  relating to any  Commitment  Amount  Increase.  Notwithstanding  anything
herein to the  contrary,  no Lender  shall have any  obligation  to increase its
Revolving Credit Commitment and no Lender's Revolving Credit Commitment shall be
increased  without  its  consent  thereto,  and each  Lender may at its  option,
unconditionally  and without  cause,  decline to increase its  Revolving  Credit
Commitment.

SECTION 2. FEES.

      Section 2.1. Fees. (a) Revolving Credit Commitment Fee. The Borrower shall
pay to the  Administrative  Agent for the  ratable  account  of the  Lenders  in
accordance  with their  Percentages a commitment fee at the rate per annum equal
to the  Applicable  Margin  (computed on the basis of a year of 360 days and the
actual  number of days  elapsed) on the average  daily Unused  Revolving  Credit
Commitments.  Such  commitment fee shall be payable  quarterly in arrears on the
last day of each March, June,  September,  and December in each year (commencing
on the first such date  occurring  after the date  hereof) and on the  Revolving
Credit  Termination Date, unless the Revolving Credit Commitments are terminated
in whole on an earlier date, in which event the commitment fee for the period to
the  date  of such  termination  in  whole  shall  be  paid on the  date of such
termination.

      (b)  Letter of Credit  Fees.  On the date of  issuance  or  extension,  or
increase in the amount,  of any Letter of Credit pursuant to Section 1.3 hereof,
the  Borrower  shall pay to the L/C  Issuer for its own  account a fronting  fee
equal to 0.125% of the face amount of (or of the increase in the face amount of)
such  Letter of Credit.  Quarterly  in  arrears,  on the last day of each March,
June, September, and December, commencing on the first such date occurring after
the date hereof,  the Borrower shall pay to the  Administrative  Agent,  for the
ratable benefit of the Lenders in accordance with their Percentages, a letter of
credit fee at a rate per annum equal to the Applicable  Margin  (computed on the
basis of a year of 360 days and the  actual  number of days  elapsed)  in effect
during  each day of such  quarter  applied to the daily  average  face amount of
Letters of Credit  outstanding  during such quarter.  In addition,  the Borrower
shall  pay to the L/C  Issuer  for its own  account  the L/C  Issuer's  standard
issuance,  drawing,  negotiation,  amendment,  and other administrative fees for
each Letter of Credit as established by the L/C Issuer from time to time.

      (c)   Administrative   Agent  Fees.   The   Borrower   shall  pay  to  the
Administrative  Agent,  for its own use and benefit,  the fees agreed to between
the  Administrative  Agent and the  Borrower in a fee letter  dated  October 31,
2003, or as otherwise agreed to in writing between them.

SECTION 3. PLACE AND APPLICATION OF PAYMENTS.

      Section 3.1. Place and Application of Payments.  All payments of principal
of and interest on the Loans and the Reimbursement Obligations, and of all other
Obligations  payable by the  Borrower  under this  Agreement  and the other Loan
Documents, shall be made by the Borrower to the Administrative Agent by no later
than  12:00  Noon  (Chicago  time) on the due


                                      -15-
<PAGE>

date thereof at the office of the Administrative Agent in Chicago,  Illinois (or
such other location as the  Administrative  Agent may designate to the Borrower)
for the benefit of the Lender or Lenders entitled thereto. Any payments received
after  such time  shall be deemed to have been  received  by the  Administrative
Agent on the next  Business  Day.  All such  payments  shall be made (i) in U.S.
Dollars,  in immediately  available funds at the place of payment or (ii) in the
case amounts payable hereunder in an Alternative  Currency,  in such Alternative
Currency  in such funds  then  customary  for the  settlement  of  international
transactions in such currency, in each case without set-off or counterclaim. The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal  or interest on Loans and on  Reimbursement
Obligations in which the Lenders have purchased  Participating Interests ratably
to the  Lenders  and like funds  relating  to the  payment  of any other  amount
payable to any Lender to such Lender,  in each case to be applied in  accordance
with the terms of this Agreement.  If the Administrative Agent causes amounts to
be distributed to the Lenders in reliance upon the assumption  that the Borrower
will make a scheduled  payment and such scheduled  payment is not so made,  each
Lender  shall,  on  demand,   repay  to  the  Administrative  Agent  the  amount
distributed to such Lender together with interest thereon in respect of each day
during the period  commencing  on the date such amount was  distributed  to such
Lender and ending on (but  excluding) the date such Lender repays such amount to
the  Administrative  Agent,  at a rate per annum equal to: (i) from the date the
distribution  was made to the date two (2) Business  Days after  payment by such
Lender is due hereunder,  the Federal Funds Rate for each such day and (ii) from
the date 2 Business  Days after the date such payment is due from such Lender to
the date such payment is made by such  Lender,  the Base Rate in effect for each
such day.

      Anything  contained  herein to the  contrary  notwithstanding  (including,
without  limitation,  Section  1.9(b)  hereof),  all  payments  and  collections
received in respect of the Obligations,  by the  Administrative  Agent or any of
the Lenders  after  acceleration  or the final  maturity of the  Obligations  or
termination  of the  Revolving  Credit  Commitments  as a result  of an Event of
Default  shall be  remitted  to the  Administrative  Agent  and  distributed  as
follows:

            (a) first,  to the  payment of any  outstanding  costs and  expenses
      incurred  by  the  Administrative  Agent  in  protecting,   preserving  or
      enforcing rights under the Loan Documents,  and in any event including all
      costs and expenses of a character which the Borrower has agreed to pay the
      Administrative Agent under Section 13.15 hereof (such funds to be retained
      by the  Administrative  Agent for its own account unless it has previously
      been reimbursed for such costs and expenses by the Lenders, in which event
      such  amounts  shall be  remitted  to the  Lenders to  reimburse  them for
      payments theretofore made to the Administrative Agent);

            (b) second,  to the payment of  principal  and interest on the Swing
      Note until paid in full;

            (c) third, to the payment of any  outstanding  interest and fees due
      under the Loan  Documents to be allocated pro rata in accordance  with the
      aggregate unpaid amounts owing to each holder thereof;


                                      -16-
<PAGE>

            (d)  fourth,  to the  payment  of  principal  on the  Notes,  unpaid
      Reimbursement  Obligations,  together  with  amounts  to be  held  by  the
      Administrative  Agent  as  collateral  security  for any  outstanding  L/C
      Obligations pursuant to Section 9.4 hereof (until the Administrative Agent
      is holding an amount of cash equal to the then  outstanding  amount of all
      such L/C Obligations),  and Hedging  Liability,  the aggregate amount paid
      to, or held as  collateral  security  for, the Lenders and, in the case of
      Hedging Liability, their Affiliates to be allocated pro rata in accordance
      with the aggregate unpaid amounts owing to each holder thereof;

            (e) fifth,  to the  payment of all other  unpaid  Obligations  to be
      allocated pro rata in accordance  with the aggregate  unpaid amounts owing
      to each holder thereof; and

            (f)  finally,  to the  Borrower  or  whoever  else  may be  lawfully
      entitled thereto.

      Section 3.2. Account Debit. The Borrower hereby irrevocably authorizes the
Administrative  Agent to charge  the  Borrower's  deposit  account  or  accounts
maintained  with the  Administrative  Agent  for the  amounts  from time to time
necessary  to  pay  any  then  due  Obligations;   provided  that  the  Borrower
acknowledges  and agrees  that the  Administrative  Agent  shall not be under an
obligation to do so and the  Administrative  Agent shall not incur any liability
to the Borrower or any other Person for the Administrative Agent's failure to do
so.

SECTION 4. GUARANTIES.

      Section 4.1.  Guaranties.  The payment and performance of the Obligations,
Hedging Liability, and Funds Transfer and Deposit Account Liability shall at all
times be  guaranteed  by each direct and  indirect  Material  Subsidiary  of the
Borrower (individually a "Guarantor" and collectively the "Guarantors") pursuant
to Section 12 hereof or pursuant to one or more guaranty  agreements in form and
substance  acceptable to the  Administrative  Agent, as the same may be amended,
modified  or  supplemented  from time to time  (individually  a  "Guaranty"  and
collectively  the  "Guaranties");   provided,  however,  that  unless  otherwise
required  by  the  Administrative  Agent  or the  Required  Lenders  during  the
existence of any Event of Default, a Foreign Subsidiary shall not be required to
be a Guarantor  hereunder  if  providing  such  Guaranty  would cause a material
adverse effect on the Borrower's federal income tax liability.

      Section 4.2.  Further  Assurances.  The Borrower agrees that it shall, and
shall  cause  each  Guarantor  to,  from  time  to time  at the  request  of the
Administrative Agent or the Required Lenders, execute and deliver such documents
and do such acts and things as the Administrative  Agent or the Required Lenders
may reasonably request in order to provide for a Guaranty as required by Section
4.1. In the event the  Borrower  or any  Guarantor  forms or acquires  any other
Material  Subsidiary  after the date  hereof,  except as  otherwise  provided in
Section  4.1  above,   the  Borrower  shall  promptly  upon  such  formation  or
acquisition cause such newly formed or acquired Material Subsidiary to execute a
Guaranty as the  Administrative  Agent may then require,  and the Borrower shall
also deliver to the Administrative  Agent, or cause such Material  Subsidiary to
deliver to the  Administrative  Agent, at the Borrower's cost and expense,  such
other instruments,  documents, certificates, and opinions reasonably required by
the Administrative Agent in connection therewith.


                                      -17-
<PAGE>

SECTION 5. DEFINITIONS; INTERPRETATION.

      Section 5.1. Definitions.  The following terms when used herein shall have
the following meanings:

      "Acquired Business" means the entity or assets acquired by the Borrower or
a Subsidiary in an Acquisition, whether before or after the date hereof.

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

      "Adjusted LIBOR" is defined in Section 1.3(b) hereof.

      "Administrative  Agent"  means  Harris  Trust  and  Savings  Bank  and any
successor pursuant to Section 11.7 hereof.

      "Administrative Agent's Quoted Rate" is defined in Section 1.14(c) hereof.

      "Affiliate"  means  any  Person  directly  or  indirectly  controlling  or
controlled by, or under direct or indirect common control with,  another Person.
A Person  shall be deemed to control  another  Person for the  purposes  of this
definition  if such  Person  possesses,  directly  or  indirectly,  the power to
direct,  or cause the  direction  of, the  management  and policies of the other
Person,  whether through the ownership of voting  securities,  common directors,
trustees or officers, by contract or otherwise;  provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the  securities  having the  ordinary  voting  power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interest of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.

      "Agreement"  means  this  Credit  Agreement,  as the same may be  amended,
modified,  restated  or  supplemented  from time to time  pursuant  to the terms
hereof.

      "Alternative  Currency" means either of Euros or Pound  Sterling,  and any
other  currency  approved by all the  Lenders,  in each case for so long as such
currency is readily available to all the Lenders and is freely  transferable and
freely convertible to U.S. Dollars and the Dow Jones Telerate Service or Reuters
Monitor  Money Rates  Service (or any  successor to either)  reports a LIBOR for
such currency for interest  periods of one, two, three and six calendar  months;
provided that if any Lender provides written notice to the Borrower (with a copy
to the  Administrative  Agent)  that any  currency  control  or  other  exchange
regulations are imposed in the country in which any such Alternative Currency is
issued and that in the reasonable  opinion of such Lender funding a Loan in such
currency is  impractical,  then such currency  shall cease to be


                                      -18-
<PAGE>

an Alternative  Currency  hereunder until such time as all the Lenders reinstate
such country's currency as an Alternative Currency.

      "Applicable   Margin"   means,   with  respect  to  Loans,   Reimbursement
Obligations,  and the  commitment  fees and letter of credit fees payable  under
Section  2.1 hereof,  until the first  Pricing  Date,  the rates per annum shown
opposite  Level I below,  and  thereafter  from one Pricing Date to the next the
Applicable  Margin means the rates per annum  determined in accordance  with the
following schedule:

<TABLE>
<CAPTION>

                                       APPLICABLE MARGIN FOR      APPLICABLE MARGIN
               TOTAL SENIOR FUNDED      BASE RATE LOANS AND     FOR EUROCURRENCY LOANS    APPLICABLE MARGIN
                DEBT/EBITDA RATIO          REIMBURSEMENT         AND LETTER OF CREDIT     FOR COMMITMENT FEE
   LEVEL      FOR SUCH PRICING DATE    OBLIGATIONS SHALL BE:        FEE SHALL BE:             SHALL BE:

<S>         <C>                                  <C>                    <C>                     <C>
    IV      Greater than or equal to             0%                     1.250%                  0.250%
            2.0 to 1.0

    III     Less than 2.0 to 1.0,                0%                     0.875%                  0.200%
            but greater than or
            equal to 1.5 to 1.0

    II      Less than 1.5 to 1.0,                0%                     0.750%                  0.150%
            but greater than or
            equal to 1.0 to 1.0

     I      Less than 1.0 to 1.0                 0%                     0.625%                  0.125%
</TABLE>

For purposes  hereof,  the term "Pricing Date" means,  for any fiscal quarter of
the  Borrower  ending  on or after  September  30,  2003,  the date on which the
Administrative  Agent is in  receipt of the  Borrower's  most  recent  financial
statements (and, in the case of the year-end financial statements, audit report)
for the  fiscal  quarter  then  ended,  pursuant  to  Section  8.5  hereof.  The
Applicable  Margin shall be  established  based on the Total Senior  Debt/EBITDA
Ratio for the most recently  completed fiscal quarter and the Applicable  Margin
established  on a Pricing  Date shall  remain in effect  until the next  Pricing
Date. If the Borrower has not  delivered  its  financial  statements by the date
such  financial   statements  (and,  in  the  case  of  the  year-end  financial
statements, audit report) are required to be delivered under Section 8.5 hereof,
until such financial  statements and audit report are delivered,  the Applicable
Margin shall be the highest  Applicable Margin (i.e.,  Level IV shall apply). If
the Borrower  subsequently  delivers such financial  statements  before the next
Pricing Date, the Applicable Margin established by such late delivered financial
statements  shall take effect from the date of delivery  until the next  Pricing
Date. In all other  circumstances,  the  Applicable  Margin  established by such
financial  statements  shall be in effect  from the  Pricing  Date  that  occurs
immediately  after  the end of the  fiscal  quarter  covered  by such  financial
statements  until the next Pricing Date.  Each  determination  of the Applicable
Margin made by the  Administrative  Agent in accordance with the foregoing shall
be  conclusive  and  binding  on the  Borrower  and the  Lenders  if  reasonably
determined.

      "Application" is defined in Section 1.2(b) hereof.


                                      -19-
<PAGE>

      "Authorized  Representative"  means  those  persons  shown  on the list of
officers  provided  by the  Borrower  pursuant  to Section  7.2 hereof or on any
update of any such list provided by the Borrower to the Administrative Agent, or
any further or  different  officers of the  Borrower so named by any  Authorized
Representative of the Borrower in a written notice to the Administrative Agent.

      "Base Rate" is defined in Section 1.3(a) hereof.

      "Base Rate Loan"  means a Loan  bearing  interest at a rate  specified  in
Section 1.3(a) hereof.

      "Borrower" is defined in the introductory paragraph of this Agreement.

      "Borrowing" means the total of Loans of a single type advanced,  continued
for an additional  Interest Period, or converted from a different type into such
type by the  Lenders  under a  Credit  on a  single  date  and,  in the  case of
Eurocurrency  Loans, for a single Interest Period.  Borrowings of Loans are made
and  maintained  ratably  from each of the Lenders  under a Credit  according to
their  Percentages of such Credit.  A Borrowing is "advanced" on the day Lenders
advance funds  comprising such Borrowing to the Borrower,  is "continued" on the
date a new  Interest  Period  for the  same  type of  Loans  commences  for such
Borrowing,  and is  "converted"  when such Borrowing is changed from one type of
Loans to the other, all as determined pursuant to Section 1.5 hereof. Borrowings
of Swing  Loans  are made by the  Administrative  Agent in  accordance  with the
procedures set forth in Section 1.14 hereof.

      "Business  Day"  means any day other  than a  Saturday  or Sunday on which
Banks are not  authorized or required to close in Chicago,  Illinois and, if the
applicable  Business Day relates to the  borrowing or payment of a  Eurocurrency
Loan,  on which  banks are  dealing  in U.S.  Dollar  deposits  or the  relevant
Alternative  Currency in the  interbank  market in London,  England  and, if the
applicable  Business Day relates to the  borrowing or payment of a  Eurocurrency
Loan denominated in an Alternative Currency, on which banks and foreign exchange
markets are open for business in the city where  disbursements of or payments on
such Loan are to be made and,  if such  Alternative  Currency is the Euro or any
national  currency of a nation  that is a member of the  European  Economic  and
Monetary Union, which is a TARGET Settlement Day.

      "Capital  Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

      "Capitalized  Lease Obligation"  means, for any Person,  the amount of the
liability  shown on the  balance  sheet of such  Person in  respect of a Capital
Lease determined in accordance with GAAP.

      "Capitalized  Rentals" shall mean as of the date of any  determination the
amount  at  which  the  aggregate  Rentals  due  and to  become  due  under  all
Capitalized  Leases under which the Borrower or any  Restricted  Subsidiary is a
lessee would be reflected as a liability on a consolidated  balance sheet of the
Borrower and its Restricted Subsidiaries.


                                      -20-
<PAGE>

      "CERCLA" means the Comprehensive Environmental Response,  Compensation and
Liability   Act  of  1980,   as  amended  by  the   Superfund   Amendments   and
Reauthorization  Act of 1986,  42  U.S.C.  ss.ss.9601  et seq.,  and any  future
amendments.

      "Change of Control"  means any of (a) the  acquisition  by any "person" or
"group"  (as such terms are used in sections  13(d) and 14(d) of the  Securities
Exchange Act of 1934, as amended) at any time of beneficial  ownership of 20% or
more of the outstanding  capital stock or other equity interests of the Borrower
on a fully-diluted  basis, (b) the failure of individuals who are members of the
board of directors  (or similar  governing  body) of the Borrower on the Closing
Date (together with any new or replacement  directors  whose initial  nomination
for  election  was  approved  by a majority  of the  directors  who were  either
directors  on the Closing  Date or  previously  so  approved)  to  constitute  a
majority of the board of directors (or similar  governing body) of the Borrower,
or (c) any  "Change of  Control"  (or words of like  import),  as defined in any
agreement or indenture relating to any issue of Indebtedness shall occur.

      "Closing Date" means the date of this Agreement or such later Business Day
upon which each condition  described in Section 7.2 shall be satisfied or waived
in a manner acceptable to the Administrative Agent in its discretion.

      "Code"  means the  Internal  Revenue  Code of 1986,  as  amended,  and any
successor statute thereto.

      "Collateral Account" is defined in Section 9.4 hereof.

      "Commitment Amount Increase" is defined in Section 1.15 hereof.

      "Commitment  Amount Increase  Request" means a Commitment  Amount Increase
Request in the form of Exhibit E hereto.

      "Consolidated  Current  Liabilities"  as of the date of any  determination
thereof shall mean such  liabilities of the Borrower and its  Subsidiaries  on a
consolidated  basis as shall be determined in accordance with GAAP to constitute
current liabilities.

      "Consolidated  Net  Tangible  Assets"  shall  mean  as of the  date of any
determination  thereof the total amount of all  Tangible  Assets of the Borrower
and its Subsidiaries after deducting all investments in and loans,  advances and
extensions  of  credit  to  Unrestricted  Subsidiaries  and all  items  which in
accordance  with GAAP would be included on the liability  side of a consolidated
balance sheet,  except deferred income taxes,  deferred  investment tax credits,
capital stock of any class, surplus, and Funded Debt.

      "Consolidated  Tangible  Net  Worth"  shall  mean,  as of the  date of any
determination  thereof,  Consolidated  Net Tangible  Assets less all outstanding
Funded Debt, deferred income taxes, deferred investment tax credits and Minority
Interests, all determined in accordance with GAAP consolidating the Borrower and
its Subsidiaries.


                                      -21-
<PAGE>

      "Consolidated  Total  Capitalization"  shall  mean  as of the  date of any
determination  thereof the total  amount of all assets of the  Borrower  and its
Subsidiaries  after  deducting  all  investments  in  and  loans,  advances  and
extensions  of  credit  to  Unrestricted  Subsidiaries  and all  items  which in
accordance  with GAAP would be included on the liability  side of a consolidated
balance sheet, except capital stock of any class, surplus (net of treasury stock
and loans to officers), and Funded Debt.

      "Contingent  Obligations" of any Person shall mean all obligations  (other
than  endorsements in the ordinary course of business of negotiable  instruments
for  deposit  or  collection)  of  such  Person   guaranteeing   or  in  effect,
guaranteeing any Indebtedness, dividend or other obligation, of any other Person
(the  "primary  obligor")  in  any  manner,   whether  directly  or  indirectly,
including,  without limitation,  all obligations  incurred through an agreement,
contingent or otherwise,  by such Person:  (i) to purchase such  Indebtedness or
obligation or any property or assets  constituting  security  therefor,  (ii) to
advance or supply funds (x) for the purchase or payment of such  Indebtedness or
obligation,  (y) to maintain working capital or other balance sheet condition or
otherwise to advance or make available funds for the purchase or payment of such
Indebtedness or obligation, or (iii) to lease property or to purchase Securities
or other property or services primarily for the purpose of assuring the owner of
such  Indebtedness  or obligation of the ability of the primary  obligor to make
payment of the Indebtedness or obligation, or (iv) otherwise to assure the owner
of the Indebtedness or obligation of the primary obligor against loss in respect
thereof.  For the  purposes of all  computations  made under this  Agreement,  a
guaranty in respect of any Indebtedness shall be deemed to be Indebtedness equal
to the principal amount of such  Indebtedness  which has been guaranteed,  and a
guaranty in respect of any other  obligation or liability or any dividend  shall
be deemed  to be  Indebtedness  equal to the  maximum  aggregate  amount of such
obligation, liability or dividend.

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

      "Credit" means either of the Revolving Credit or the Swing Line.

      "Credit  Event" means the advancing of any Loan,  the  continuation  of or
conversion  into a  Eurocurrency  Loan,  or the issuance of, or extension of the
expiration date or increase in the amount of, any Letter of Credit.

      "Current Debt" as of the date of any determination  thereof shall mean (i)
all Indebtedness  other than Funded Debt, (ii) letter of credit  obligations and
(iii) Contingent Obligations with respect to Current Debt of others.

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

      "EBITDA" means,  with reference to any period,  Net Income for such period
plus the sum of all amounts  deducted  in arriving at such Net Income  amount in
respect of (a) Interest


                                      -22-
<PAGE>

Expense for such  period,  (b) federal,  state,  and local income taxes for such
period,  and (c)  depreciation  of fixed assets and  amortization  of intangible
assets for such period.

      "Eligible Line of Business"  means any business  engaged in as of the date
of this Agreement by the Borrower or any of its Subsidiaries.

      "Environmental Claim" means any investigation,  notice, violation, demand,
allegation, action, suit, injunction,  judgment, order, consent decree, penalty,
fine, lien, proceeding or claim (whether administrative,  judicial or private in
nature)  arising (a)  pursuant  to, or in  connection  with an actual or alleged
violation  of, any  Environmental  Law,  (b) in  connection  with any  Hazardous
Material,  (c) from any  abatement,  removal,  remedial,  corrective or response
action in connection with a Hazardous Material,  Environmental Law or order of a
governmental  authority or (d) from any actual or alleged damage, injury, threat
or harm to health, safety, natural resources or the environment.

      "Environmental   Law"  means  any  current  or  future  Legal  Requirement
pertaining  to (a) the  protection  of health,  safety and the indoor or outdoor
environment,  (b) the  conservation,  management or use of natural resources and
wildlife,  (c) the  protection or use of surface water or  groundwater,  (d) the
management, manufacture, possession, presence, use, generation,  transportation,
treatment,  storage, disposal, Release, threatened Release, abatement,  removal,
remediation  or  handling  of, or  exposure  to, any  Hazardous  Material or (e)
pollution  (including any Release to air, land,  surface water or  groundwater),
and any amendment, rule, regulation, order or directive issued thereunder.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, or any successor statute thereto.

      "Eurocurrency Loan" means a Loan bearing interest at the rate specified in
Section 1.3(b) hereof.

      "Eurocurrency Reserve Percentage" is defined in Section 1.3(b) hereof.

      "Event of  Default"  means any event or  condition  identified  as such in
Section 9.1 hereof.

      "Existing Letters of Credit" is defined in Section 1.2(a) hereof.

      "Federal  Funds  Rate"  means  the  fluctuating  interest  rate per  annum
described in part (x) of clause (ii) of the definition of Base Rate appearing in
Section 1.3(a) hereof.

      "Foreign  Subsidiary"  means each Subsidiary  which (a) is organized under
the laws of a jurisdiction  other than the United States of America or any state
thereof,  (b) conducts  substantially  all of its business outside of the United
States of America,  and (c) has  substantially  all of its assets outside of the
United States of America.

      "Funded Debt" of any Person shall mean (i) all Indebtedness having a final
maturity of one or more than one year from the date of origin  thereof (or which
is renewable or  extendible at


                                      -23-
<PAGE>

the option of the  obligor  for a period or periods  more than one year from the
date of origin),  including all payments in respect thereof that are required to
be made  within  one year from the date of any  determination  of  Funded  Debt,
whether  or  not  included  in  Consolidated  Current   Liabilities,   (ii)  all
Capitalized Rentals, and (iii) all Contingent Obligations with respect to Funded
Debt of others  (unless such Funded Debt is included in  subclauses  (i) or (ii)
above).  "Consolidated"  when used as a prefix to any Funded Debt shall mean the
aggregate amount of all such Funded Debt of the Borrower and its Subsidiaries on
a consolidated basis eliminating intercompany items.

      "Funds Transfer and Deposit Account  Liability" means the liability of the
Borrower or any  Subsidiary  owing to any of the Lenders,  or any  Affiliates of
such  Lenders,  arising out of (a) the  execution or  processing  of  electronic
transfers  of funds by  automatic  clearing  house  transfer,  wire  transfer or
otherwise to or from deposit  accounts of the Borrower and/or any Subsidiary now
or hereafter  maintained  with any of the Lenders or their  Affiliates,  (b) the
acceptance for deposit or the honoring for payment of any check,  draft or other
item with  respect  to any such  deposit  accounts,  and (c) any other  deposit,
disbursement,  and cash  management  services  afforded  to the  Borrower or any
Subsidiary by any of such Lenders or their Affiliates.

      "GAAP" means generally accepted accounting  principles set forth from time
to time in the opinions and  pronouncements  of the Accounting  Principles Board
and the American  Institute of Certified  Public  Accountants and statements and
pronouncements  of the Financial  Accounting  Standards  Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession),  which  are  applicable  to the  circumstances  as of the  date  of
determination.

      "Guarantor" and "Guarantors" each is defined in Section 4.1 hereof.

      "Guaranty" and "Guaranties" each is defined in Section 4.1 hereof.

      "Hazardous  Material" means any substance,  chemical,  compound,  product,
solid, gas, liquid, waste, byproduct,  pollutant,  contaminant or material which
is  hazardous  or  toxic,  and  includes,   without  limitation,  (a)  asbestos,
polychlorinated  biphenyls  and petroleum  (including  crude oil or any fraction
thereof) and (b) any material  classified or regulated as "hazardous" or "toxic"
or words of like import pursuant to an Environmental Law.

      "Hazardous  Material  Activity"  means any  activity,  event or occurrence
involving a Hazardous Material,  including, without limitation, the manufacture,
possession,  presence,  use,  generation,  transportation,  treatment,  storage,
disposal, Release, threatened Release, abatement, removal, remediation, handling
of or corrective or response action to any Hazardous Material.

      "Hedging  Liability" means the liability of the Borrower or any Subsidiary
to any of the Lenders,  or any  Affiliates  of such  Lenders,  in respect of any
interest rate, foreign currency,  and/or commodity swap, exchange,  cap, collar,
floor, forward,  future or option agreement, or any other similar interest rate,
currency or commodity hedging  arrangement,  as the Borrower or such Subsidiary,
as the case may be, may from time to time enter into with any one or more of the
Lenders party to this Agreement or their Affiliates.


                                      -24-
<PAGE>

      "Hostile  Acquisition" means the acquisition of the capital stock or other
equity  interests of a Person through a tender offer or similar  solicitation of
the owners of such capital  stock or other equity  interests  which has not been
approved (prior to such acquisition) by resolutions of the Board of Directors of
such Person or by similar action if such Person is not a corporation,  and as to
which such approval has not been withdrawn.

      "Indebtedness"  means  for  any  Person  (without   duplication)  (a)  all
indebtedness  created,  assumed  or  incurred  in  any  manner  by  such  Person
representing money borrowed (including by the issuance of debt securities),  (b)
all indebtedness for the deferred  purchase price of property or services (other
than trade accounts payable arising in the ordinary course of business which are
not more than thirty (30) days past due),  (c) all  indebtedness  secured by any
Lien upon  Property  of such  Person,  whether or not such Person has assumed or
become liable for the payment of such  indebtedness,  (d) all Capitalized  Lease
Obligations  of such  Person,  (e) all  obligations  of such  Person  on or with
respect to  letters of credit,  bankers'  acceptances  and other  extensions  of
credit  whether  or  not  representing   obligations  for  borrowed  money,  (f)
liabilities  of such Person in respect of any  so-called  "synthetic"  leases or
other transactions  which is the functional  equivalent of or takes the place of
borrowing  but which does not  constitute a liability on such  Person's  balance
sheet and (g) net obligations  under any Swap Contract in an amount equal to the
Swap Termination Value thereof.

      "Interest  Expense"  means,  with reference to any period,  the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease  Obligations  and all  amortization  of debt  discount and expense) of the
Borrower and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.

      "Interest Period" is defined in Section 1.6 hereof.

      "L/C Issuer" means the Administrative Agent, or any other Lender requested
by the Borrower and approved by the Administrative  Agent in its sole discretion
with respect to any Letter of Credit.

      "L/C  Obligations"  means  the  aggregate  undrawn  face  amounts  of  all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

      "L/C Sublimit" means $25,000,000, as reduced pursuant to the terms hereof.

      "Legal   Requirement"  means  any  treaty,   convention,   statute,   law,
regulation,  ordinance,  license,  permit,  governmental  approval,  injunction,
judgment,  order,  consent  decree  or  other  requirement  of any  governmental
authority, whether federal, state, or local.

      "Lenders" means and includes the financial  institutions from time to time
party to this  Agreement,  including  each assignee  Lender  pursuant to Section
13.12 hereof.

      "Lending Office" is defined in Section 10.4 hereof.

      "Letter of Credit" is defined in Section 1.2(a) hereof.


                                      -25-
<PAGE>

      "LIBOR" is defined in Section 1.3(b) hereof.

      "Lien" means any mortgage,  lien,  security  interest,  pledge,  charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor  under  any  conditional  sale,  Capital  Lease or other  title
retention arrangement.

      "Loan" means any Revolving  Loan or Swing Loan,  whether  outstanding as a
Base Rate Loan or Eurocurrency  Loan or otherwise,  each of which is a "type" of
Loan hereunder.

      "Loan Documents" means this Agreement,  the Notes, the  Applications,  the
Guaranties,  and each other instrument or document to be delivered  hereunder or
thereunder or otherwise in connection therewith.

      "Material  Adverse  Effect"  means (a) a  material  adverse  change in, or
material  adverse effect upon, the  operations,  business,  Property,  condition
(financial or otherwise) or prospects of the Borrower or of the Borrower and its
Subsidiaries  taken as a whole, (b) a material  impairment of the ability of the
Borrower or any Subsidiary to perform its obligations under any Loan Document or
(c) a material  adverse  effect upon the legality,  validity,  binding effect or
enforceability  against the Borrower or any  Subsidiary  of any Loan Document or
the rights and remedies of the Administrative Agent and the Lenders thereunder.

      "Material  Subsidiary"  means any Subsidiary that,  directly or indirectly
through a  Subsidiary,  either (a) owns assets with a book value in excess of 5%
of the book  value of the  total  consolidated  assets of the  Borrower  and its
Subsidiaries  measured as of the last day of the most recently  completed fiscal
quarter for which financial  statements have been delivered  pursuant to Section
8.5 or (b)  generated  annual  revenues  in excess of 5% of the  revenues of the
Borrower and its Subsidiaries, taken as a whole, for the most recently completed
four fiscal quarter period for which  financial  statements  have been delivered
pursuant to Section 8.5.

      "Minority  Interests"  shall  mean any  shares  of stock of any class of a
Subsidiary (other than directors' qualifying shares as required by law) that are
not  owned by the  Borrower  and/or  one or more of its  Subsidiaries.  Minority
Interests shall be valued by valuing Minority Interests  constituting  preferred
stock at the voluntary or involuntary liquidating value of such preferred stock,
whichever is greater,  and by valuing  Minority  Interests  constituting  common
stock at the book value of capital and surplus applicable  thereto adjusted,  if
necessary,  to reflect  any  changes  from the book value of such  common  stock
required by the  foregoing  method of valuing  Minority  Interests  in preferred
stock.

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

      "Net Income" means,  with reference to any period,  the net income (or net
loss) of the  Borrower  and its  Subsidiaries  for  such  period  computed  on a
consolidated  basis in  accordance  with  GAAP;  provided  that  there  shall be
excluded from Net Income (a) the net income (or net loss) of any Person  accrued
prior to the date it becomes a Subsidiary of, or has merged into or consolidated
with, the Borrower or another  Subsidiary,  and (b) the net income (or net loss)
of any Person  (other  than a  Subsidiary)  in which the  Borrower or any of its
Subsidiaries  has a equity


                                      -26-
<PAGE>

interest  in,  except  to the  extent  of  the  amount  of  dividends  or  other
distributions  actually paid to the Borrower or any of its  Subsidiaries  during
such period.

      "Net  Worth"  means,  for any  Person  and at any  time  the same is to be
determined,  total  shareholder's  equity (including  capital stock,  additional
paid-in  capital,  and retained  earnings after deducting  treasury stock) which
would appear on the balance sheet of such Person in accordance with GAAP.

      "Notes" means and includes the Revolving Notes and the Swing Note.

      "Obligations"  means all  obligations of the Borrower to pay principal and
interest  on  the  Loans,  all   Reimbursement   Obligations   owing  under  the
Applications,  all fees and charges  payable  hereunder,  and all other  payment
obligations  of the  Borrower  or any of its  Subsidiaries  arising  under or in
relation to any Loan  Document,  in each case  whether now existing or hereafter
arising, due or to become due, direct or indirect,  absolute or contingent,  and
howsoever evidenced, held or acquired.

      "Original Dollar Amount" means the amount of any Obligation denominated in
U.S.  Dollars  and,  in  relation  to any  Loan  denominated  in an  Alternative
Currency,  the U.S. Dollar  Equivalent of such Loan on the day it is advanced or
continued for an Interest Period.

      "Participating Interest" is defined in Section 1.2(d) hereof.

      "Participating Lender" is defined in Section 1.2(d) hereof.

      "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  or any  Person
succeeding to any or all of its functions under ERISA.

      "Percentage"  means,  for each Lender,  the  percentage  of the  Revolving
Credit Commitments  represented by such Lender's Revolving Credit Commitment or,
if the Revolving Credit Commitments have been terminated, the percentage held by
such  Lender  (including  through   participation   interests  in  Reimbursement
Obligations and Swing Loans) of the aggregate  principal amount of all Revolving
Loans, Swing Loans and L/C Obligations then outstanding.

      "Person" means an individual, partnership,  corporation, limited liability
company, association,  trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.

      "Plan"  means any  employee  pension  benefit  plan covered by Title IV of
ERISA or subject to the minimum funding  standards under Section 412 of the Code
that either (a) is maintained by a member of the Controlled  Group for employees
of a  member  of  the  Controlled  Group  or  (b) is  maintained  pursuant  to a
collective  bargaining  agreement or any other arrangement under which more than
one employer makes  contributions  and to which a member of the Controlled Group
is then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions.


                                      -27-
<PAGE>

      "Premises"  means the real property owned or leased by the Borrower or any
Subsidiary.

      "Property" means, as to any Person, all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent balance sheet of such Person and its subsidiaries under GAAP.

      "RCRA"  means the Solid Waste  Disposal  Act,  as amended by the  Resource
Conservation  and Recovery Act of 1976 and Hazardous and Solid Waste  Amendments
of 1984, 42 U.S.C. ss.ss.6901 et seq., and any future amendments.

      "Reimbursement Obligation" is defined in Section 1.2(c) hereof.

      "Release"  means  any  spilling,   leaking,  pumping,  pouring,  emitting,
emptying,  discharging,  injecting,  escaping, leaching,  migration, dumping, or
disposing into the indoor or outdoor environment, including, without limitation,
the  abandonment  or discarding of barrels,  drums,  containers,  tanks or other
receptacles containing or previously containing any Hazardous Material.

      "Rentals"  shall mean and include all fixed rents  (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 the Borrower or a Subsidiary,
as lessee or sublessee under a lease of real or personal property,  but shall be
exclusive  of any amounts  required to be paid by the  Borrower or a  Subsidiary
(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.

      "Required Lenders" means, as of the date of determination thereof, Lenders
whose  outstanding Loans and interests in Letters of Credit and Unused Revolving
Credit  Commitments  constitute  more  than  66-2/3%  of the  sum  of the  total
outstanding  Loans,  interests in Letters of Credit, and Unused Revolving Credit
Commitments of the Lenders.

      "Revolving  Credit" means the credit  facility for making  Revolving Loans
and issuing Letters of Credit described in Sections 1.1 and 1.2 hereof.

      "Revolving Credit  Commitment"  means, as to any Lender, the obligation of
such  Lender to make  Revolving  Loans  and to  participate  in Swing  Loans and
Letters  of Credit  issued  for the  account  of the  Borrower  hereunder  in an
aggregate principal or face amount at any one time outstanding not to exceed the
amount set forth  opposite such Lender's name on Schedule 1 attached  hereto and
made a part  hereof,  as the same may be reduced or modified at any time or from
time  to time  pursuant  to the  terms  hereof.  The  Borrower  and the  Lenders
acknowledge  and agree that the  Revolving  Credit  Commitments  of the  Lenders
aggregate $100,000,000 on the date hereof.


                                      -28-
<PAGE>

      "Revolving  Credit  Termination  Date"  means  October 31,  2006,  or such
earlier date on which the Revolving  Credit  Commitments are terminated in whole
pursuant to Section 1.12, 9.2 or 9.3 hereof.

      "Revolving  Loan" is defined in Section  1.1 hereof  and,  as so  defined,
includes a Base Rate Loan or a Eurocurrency  Loan,  each of which is a "type" of
Revolving Loan hereunder.

      "Revolving Note" is defined in Section 1.10 hereof.

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

      "Security"  shall  have  the  same  meaning  as in  Section  2(1)  of  the
Securities Act of 1933, as amended.

      "Subordinated  Debt" means  Indebtedness which is subordinated in right of
payment to the prior payment of the Obligations,  Hedging  Liability,  and Funds
Transfer and Deposit  Account  Liability  pursuant to  subordination  provisions
approved in writing by the Administrative  Agent and the Required Lenders and is
otherwise  pursuant to documentation that is, which is in an amount that is, and
which  contains  interest  rates,   payment  terms,   maturities,   amortization
schedules,  covenants,  defaults,  remedies and other material terms that are in
form and substance,  in each case satisfactory to the  Administrative  Agent and
the Required Lenders.

      "Subsidiary"   means,   as  to  any  particular   parent   corporation  or
organization,  any  other  corporation  or  organization  more  than  50% of the
outstanding Voting Stock of which is at the time directly or indirectly owned by
such parent  corporation  or  organization  or by any one or more other entities
which are themselves  subsidiaries of such parent  corporation or  organization.
Unless  otherwise   expressly  noted  herein,  the  term  "Subsidiary"  means  a
Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.

      "Swap  Contract"  means any and all rate swap  transactions,  basis swaps,
credit  derivative  transactions,  forward rate  transactions,  commodity swaps,
commodity options, forward commodity contracts,  equity or equity index swaps or
options,  bond or bond price or bond index  swaps or options or forward  bond or
forward bond price or forward bond index  transactions,  interest  rate options,
forward foreign exchange  transactions,  cap transactions,  floor  transactions,
collar  transactions,  currency  swap  transactions,  cross-currency  rate  swap
transactions,   currency   options,   spot  contracts,   or  any  other  similar
transactions or any  combination of any of the foregoing  (including any options
to enter  into any of the  foregoing),  whether or not any such  transaction  is
governed by or subject to any master agreement.

      "Swap  Termination  Value"  means,  in  respect  of any one or  more  Swap
Contracts,  after  taking into  account  the effect of any  legally  enforceable
netting agreement relating to such Swap Contracts,  (a) for any date on or after
the date such Swap  Contracts  have been  closed  out and  termination  value(s)
determined in accordance therewith,  such termination value(s),  and (b) for any
date prior to the date referenced in clause (a) the amount(s)  determined as the
mark-to-


                                      -29-
<PAGE>

market  value(s) for such Swap Contracts,  as determined  based upon one or more
mid-market  or other readily  available  quotations  provided by any  recognized
dealer in such Swap Contracts.

      "Swing Line" means the credit  facility for making one or more Swing Loans
described in Section 1.14 hereof.

      "Swing Line Sublimit" means $10,000,000,  as reduced pursuant to the terms
hereof.

      "Swing Loan" and "Swing Loans" each is defined in Section 1.14 hereof.

      "Swing Note" is defined in Section 1.10 hereof.

      "Tangible Assets" shall mean as of the date of any determination  thereof,
the  total  amount of all  assets of the  Borrower  and its  Subsidiaries  (less
depreciation,  depletion and other properly deductible valuation reserves) after
deducting good will, patents, trade names, trade marks, copyrights,  franchises,
experimental  expense,  organization  expense,  unamortized  debt  discount  and
expense,  deferred  assets other than prepaid  insurance and prepaid taxes,  the
excess of cost of shares  acquired  over book value of  related  assets and such
other assets as are properly  classified  as  "intangible  assets" in accordance
with GAAP.

      "TARGET  Settlement  Day"  means  any  day  on  which  the  Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

      "Total Consideration" means, with respect to an Acquisition,  the sum (but
without  duplication) of (a) cash paid in connection with any  Acquisition,  (b)
indebtedness payable to the seller in connection with such Acquisition,  (c) the
fair market value of any equity  securities,  including  any warrants or options
therefor, delivered in connection with any Acquisition, (d) the present value of
covenants not to compete  entered into in connection  with such  Acquisition  or
other  future  payments  which are required to be made over a period of time and
are not  contingent  upon  the  Borrower  or its  Subsidiary  meeting  financial
performance  objectives  (exclusive of salaries  paid in the ordinary  course of
business)  (discounted at the Base Rate), but only to the extent not included in
clause  (a),  (b) or (c) above,  and (e) the amount of  indebtedness  assumed in
connection with such Acquisition.

      "Total Funded Debt" means,  at any time the same is to be determined,  the
sum (but without  duplication)  of (a) all  Indebtedness of the Borrower and its
Subsidiaries at such time, and (b) all Indebtedness of any other Person which is
directly or indirectly guaranteed by the Borrower or any of its Subsidiaries.

      "Total  Senior  Funded  Debt"  means,  at  any  time  the  same  is  to be
determined,  Total  Funded  Debt at such time  minus the  principal  balance  of
Subordinated  Debt of the  Borrower  which is due more than 12 months after such
determination date then outstanding.

      "Total Senior Funded  Debt/EBITDA  Ratio" means, as of the last day of any
fiscal  quarter of the  Borrower,  the ratio of Total Senior  Funded Debt of the
Borrower  and its  Subsidiaries  as of


                                      -30-
<PAGE>

the  last  day of  such  fiscal  quarter  to  EBITDA  of the  Borrower  and  its
Subsidiaries for the period of four fiscal quarters then ended.

      "Unfunded Vested  Liabilities" means, for any Plan at any time, the amount
(if  any) by  which  the  present  value of all  vested  nonforfeitable  accrued
benefits  under  such Plan  exceeds  the fair  market  value of all Plan  assets
allocable to such benefits,  all determined as of the then most recent valuation
date for such  Plan,  but only to the  extent  that  such  excess  represents  a
potential  liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

      Unused  Revolving Credit  Commitments"  means, at any time, the difference
between  the  Revolving  Credit  Commitments  then in effect  and the  aggregate
outstanding principal amount of Revolving Loans and L/C Obligations.

      "U.S.  Dollar  Equivalent" means the amount of U.S. Dollars which would be
realized by converting an Alternative Currency into U.S. Dollars at the exchange
rate quoted to the  Administrative  Agent, at  approximately  11:00 a.m. (London
time) three (3) Business Days prior to the date on which a  computation  thereof
is required to be made, by major banks in the interbank  foreign exchange market
for the purchase of U.S. Dollars for such Alternative Currency.

      "U.S. Dollars" and "$" each means the lawful currency of the United States
of America.

      "Voting Stock" of any Person means capital stock or other equity interests
of any class or  classes  (however  designated)  having  ordinary  power for the
election of directors or other similar governing body of such Person, other than
stock  or other  equity  interests  having  such  power  only by  reason  of the
happening of a contingency.

      "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

      "Wholly-owned  Subsidiary"  means a Subsidiary  of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity  interests are owned by the Borrower  and/or
one or more Wholly-owned Subsidiaries within the meaning of this definition.

      Section  5.2.  Interpretation.   The  foregoing  definitions  are  equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof",  "herein",  and "hereunder" and words of like import when used in this
Agreement  shall refer to this  Agreement  as a whole and not to any  particular
provision of this Agreement. All references to time of day herein are references
to Chicago,  Illinois,  time unless otherwise specifically  provided.  Where the
character  or amount of any asset or  liability  or item of income or expense is
required to be determined or any  consolidation or other accounting  computation
is required to be made for the purposes of this  Agreement,  it shall be done in
accordance  with GAAP except where such  principles  are  inconsistent  with the
specific provisions of this Agreement.

      Section 5.3. Change in Accounting  Principles.  If, after the date of this
Agreement,  there  shall  occur  any  change  in  GAAP  from  those  used in the
preparation  of the financial  statements


                                      -31-
<PAGE>

referred to in Section 6.5 hereof and such  change  shall  result in a change in
the method of calculation of any financial  covenant,  standard or term found in
this Agreement, either the Borrower or the Required Lenders may by notice to the
Lenders  and the  Borrower,  respectively,  require  that  the  Lenders  and the
Borrower negotiate in good faith to amend such covenants, standards, and term so
as equitably to reflect such change in accounting  principles,  with the desired
result being that the criteria for  evaluating  the  financial  condition of the
Borrower and its  Subsidiaries  shall be the same as if such change had not been
made.  No delay by the  Borrower  or the  Required  Lenders  in  requiring  such
negotiation shall limit their right to so require such a negotiation at any time
after such a change in accounting principles. Until any such covenant, standard,
or term is amended in  accordance  with this  Section 5.3,  financial  covenants
shall be computed and determined in accordance with GAAP in effect prior to such
change  in  accounting  principles.  Without  limiting  the  generality  of  the
foregoing,  the Borrower  shall neither be deemed to be in  compliance  with any
financial  covenant  hereunder nor out of compliance with any financial covenant
hereunder  if such state of  compliance  or  noncompliance,  as the case may be,
would not  exist but for the  occurrence  of a change in  accounting  principles
after the date hereof.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

      The Borrower  represents and warrants to the Administrative  Agent and the
Lenders as follows:

      Section  6.1.  Organization  and  Qualification.   The  Borrower  is  duly
organized,  validly  existing,  and in good standing as a corporation  under the
laws of the State of Delaware,  has full and adequate  power to own its Property
and conduct its business as now conducted, and is duly licensed or qualified and
in good  standing  in each  jurisdiction  in which the  nature  of the  business
conducted  by it or the nature of the  Property  owned or leased by it  requires
such licensing or qualifying, except where the failure to do so would not have a
Material Adverse Effect.

      Section 6.2.  Subsidiaries.  Each  Subsidiary is duly  organized,  validly
existing, and in good standing under the laws of the jurisdiction in which it is
organized,  has full and  adequate  power to own its  Property  and  conduct its
business  as now  conducted,  and is  duly  licensed  or  qualified  and in good
standing in each  jurisdiction in which the nature of the business  conducted by
it or the nature of the Property  owned or leased by it requires such  licensing
or  qualifying,  except  where the  failure  to do so would not have a  Material
Adverse Effect. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction
of its  organization,  the percentage of issued and  outstanding  shares of each
class of its capital stock or other equity  interests  owned by the Borrower and
the other Subsidiaries and, if such percentage is not 100% (excluding directors'
qualifying  shares as  required  by law),  a  description  of each  class of its
authorized  capital stock and other equity interests and the number of shares of
each class  issued and  outstanding.  All of the  outstanding  shares of capital
stock and other  equity  interests  of each  Subsidiary  are validly  issued and
outstanding  and fully  paid and  nonassessable  and all such  shares  and other
equity  interests  indicated on Schedule 6.2 as owned by the Borrower or another
Subsidiary  are owned,  beneficially  and of  record,  by the  Borrower  or such
Subsidiary free and clear of all Liens. There are no outstanding  commitments or
other obligations of any Subsidiary to issue, and no options,


                                      -32-
<PAGE>

warrants or other  rights of any Person to  acquire,  any shares of any class of
capital stock or other equity interests of any Subsidiary.

      Section 6.3. Authority and Validity of Obligations.  The Borrower has full
right and authority to enter into this  Agreement  and the other Loan  Documents
executed by it, to make the borrowings  herein  provided for, to issue its Notes
in evidence thereof,  and to perform all of its obligations  hereunder and under
the other Loan  Documents  executed  by it. Each  Subsidiary  has full right and
authority  to enter into the Loan  Documents  executed by it, to  guarantee  the
Obligations,   Hedging  Liability,   and  Funds  Transfer  and  Deposit  Account
Liability,  and to  perform  all of its  obligations  under  the Loan  Documents
executed  by it.  The  Loan  Documents  delivered  by the  Borrower  and by each
Subsidiary have been duly authorized, executed, and delivered by such Person and
constitute valid and binding  obligations of such Person enforceable  against it
in  accordance  with their  terms,  except as  enforceability  may be limited by
bankruptcy,   insolvency,   fraudulent  conveyance  or  similar  laws  affecting
creditors'  rights  generally and general  principles of equity  (regardless  of
whether the  application  of such  principles  is  considered in a proceeding in
equity or at law);  and this  Agreement and the other Loan Documents do not, nor
does the  performance  or observance by the Borrower or any Subsidiary of any of
the  matters  and things  herein or therein  provided  for,  (a)  contravene  or
constitute a default  under any  provision of law or any  judgment,  injunction,
order or decree  binding upon the Borrower or any Subsidiary or any provision of
the  organizational  documents  (e.g.,  charter,   certificate  or  articles  of
incorporation and by-laws,  certificate or articles of association and operating
agreement,  partnership agreement, or other similar organizational documents) of
the Borrower or any Subsidiary, (b) contravene or constitute a default under any
covenant,  indenture or agreement of or affecting the Borrower or any Subsidiary
or any of its  Property,  in each case  where  such  contravention  or  default,
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect, or (c) result in the creation or imposition of any Lien
on any Property of the Borrower or any Subsidiary.

      Section 6.4. Use of Proceeds;  Margin  Stock.  The Borrower  shall use the
proceeds of the Revolving  Credit for its general working  capital  purposes and
for such other legal and proper  purposes as are consistent  with all applicable
laws.  Neither the  Borrower  nor any  Subsidiary  is engaged in the business of
extending  credit for the purpose of purchasing or carrying margin stock (within
the meaning of  Regulation U of the Board of  Governors  of the Federal  Reserve
System),  and no part of the  proceeds  of any Loan or any  other  extension  of
credit made hereunder will be used to purchase or carry any such margin stock or
to extend  credit to others for the purpose of  purchasing  or carrying any such
margin stock. Margin stock (as hereinabove defined) constitutes less than 25% of
the  assets  of the  Borrower  and its  Subsidiaries  which are  subject  to any
limitation on sale, pledge or other restriction hereunder.

      Section 6.5.  Financial  Reports.  The  consolidated  balance sheet of the
Borrower  and  its  Subsidiaries  as at  December  31,  2002,  and  the  related
consolidated  statements  of  income,  retained  earnings  and cash flows of the
Borrower and its  Subsidiaries  for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
KPMG LLP, independent public accountants, and the unaudited interim consolidated
balance sheet of the Borrower and its  Subsidiaries as at June 30, 2003, and the
related consolidated  statements of income,  retained earnings and cash flows of
the Borrower and its


                                      -33-
<PAGE>

Subsidiaries  for the six (6) months then  ended,  heretofore  furnished  to the
Administrative Agent and the Lenders,  fairly present the consolidated financial
condition  of the  Borrower  and  its  Subsidiaries  as at  said  dates  and the
consolidated  results of their  operations  and cash flows for the periods  then
ended in  conformity  with GAAP  applied  on a  consistent  basis.  Neither  the
Borrower nor any Subsidiary has contingent  liabilities which are material to it
other than as indicated on such financial  statements or, with respect to future
periods, on the financial statements furnished pursuant to Section 8.5 hereof.

      Section 6.6. No Material  Adverse Change.  Since December 31, 2002,  there
has been no  change  in the  condition  (financial  or  otherwise)  or  business
prospects  of the  Borrower or any  Subsidiary  except  those  occurring  in the
ordinary  course of business,  none of which  individually  or in the  aggregate
could reasonably be expected to have a Material Adverse Effect.

      Section 6.7. Full Disclosure.  The statements and information furnished to
the  Administrative  Agent and the Lenders in connection with the negotiation of
this Agreement and the other Loan  Documents and the  commitments by the Lenders
to provide all or part of the financing  contemplated  hereby do not contain any
untrue  statements of a material fact or omit a material fact  necessary to make
the  material  statements  contained  herein  or  therein  not  misleading,  the
Administrative  Agent and the Lenders  acknowledging  that as to any projections
furnished  to the  Administrative  Agent  and the  Lenders,  the  Borrower  only
represents that the same were prepared on the basis of information and estimates
the Borrower believed to be reasonable.

      Section 6.8. Trademarks,  Franchises,  and Licenses.  The Borrower and its
Subsidiaries  own,  possess,  or have the  right to use all  necessary  patents,
licenses,  franchises,  trademarks, trade names, trade styles, copyrights, trade
secrets,  know how, and confidential  commercial and proprietary  information to
conduct their  businesses  as now  conducted,  without  known  conflict with any
patent,  license,  franchise,  trademark,  trade name, trade style, copyright or
other  proprietary  right of any other  Person  except where the failure to own,
possess or have such rights could not  reasonably be expected to have a Material
Adverse Effect.

      Section 6.9.  Governmental  Authority and Licensing.  The Borrower and its
Subsidiaries have received all licenses,  permits, and approvals of all federal,
state, and local  governmental  authorities,  if any, necessary to conduct their
businesses,  in each case where the failure to obtain or maintain the same could
reasonably be expected to have a Material  Adverse Effect.  No  investigation or
proceeding  which,  if adversely  determined,  could  reasonably  be expected to
result in  revocation or denial of any material  license,  permit or approval is
pending or, to the knowledge of the Borrower, threatened.

      Section 6.10. Good Title. The Borrower and its Subsidiaries  have good and
defensible title (or valid leasehold  interests) to their assets as reflected on
the most recent consolidated  balance sheet of the Borrower and its Subsidiaries
furnished  to the  Administrative  Agent and the  Lenders  (except  for sales of
assets in the ordinary course of business),  subject to no Liens other than such
thereof as are permitted by Section 8.8 hereof.


                                      -34-
<PAGE>

      Section 6.11.  Litigation and Other Controversies.  There is no litigation
or governmental or arbitration  proceeding or labor controversy  pending, nor to
the knowledge of the Borrower threatened, against the Borrower or any Subsidiary
which  if  adversely  determined,   individually  or  in  the  aggregate,  could
reasonably be expected to have a Material Adverse Effect.

      Section 6.12.  Taxes. All tax returns required to be filed by the Borrower
or any Subsidiary in any jurisdiction  have, in fact, been filed, and all taxes,
assessments,  fees,  and other  governmental  charges  upon the  Borrower or any
Subsidiary or upon any of its Property, income or franchises, which are shown to
be due and  payable  in  such  returns,  have  been  paid,  except  such  taxes,
assessments,  fees and governmental  charges,  if any, as are being contested in
good faith and by  appropriate  proceedings  which  prevent  enforcement  of the
matter under contest and as to which adequate reserves established in accordance
with  GAAP  have  been  provided.  The  Borrower  does not know of any  proposed
additional  tax  assessment  against it or its  Subsidiaries  for which adequate
provisions  in  accordance  with  GAAP  have  not been  made on their  accounts.
Adequate  provisions  in  accordance  with  GAAP for  taxes on the  books of the
Borrower  and each  Subsidiary  have been made for all open  years,  and for its
current fiscal period.

      Section 6.13. Approvals. No authorization,  consent,  license or exemption
from, or filing or  registration  with,  any court or  governmental  department,
agency or  instrumentality,  nor any approval or consent of any other Person, is
or will be  necessary to the valid  execution,  delivery or  performance  by the
Borrower or any Subsidiary of any Loan Document, except for such approvals which
have been obtained  prior to the date of this Agreement and remain in full force
and effect.

      Section  6.14.  Affiliate  Transactions.  Neither  the  Borrower  nor  any
Subsidiary is a party to any contracts or agreements  with any of its Affiliates
(other than with  Wholly-owned  Subsidiaries)  on terms and conditions which are
less  favorable  to the  Borrower  or such  Subsidiary  than  would be usual and
customary in similar contracts or agreements between Persons not affiliated with
each other.

      Section 6.15. Investment Company; Public Utility Holding Company.  Neither
the  Borrower  nor  any  Subsidiary  is an  "investment  company"  or a  company
"controlled"  by an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended,  or a "public utility  holding  company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

      Section 6.16.  ERISA. The Borrower and each other member of its Controlled
Group has fulfilled its obligations  under the minimum funding  standards of and
is in compliance in all material  respects with ERISA and the Code to the extent
applicable  to it and has not incurred any liability to the PBGC or a Plan under
Title IV of ERISA other than a liability to the PBGC for premiums  under Section
4007 of ERISA.  Neither  the  Borrower  nor any  Subsidiary  has any  contingent
liabilities with respect to any  post-retirement  benefits under a Welfare Plan,
other than liability for continuation coverage described in article 6 of Title I
of ERISA.

      Section 6.17.  Compliance with Laws. (a) The Borrower and its Subsidiaries
are in compliance with the  requirements  of all federal,  state and local laws,
rules and regulations


                                      -35-
<PAGE>

applicable to or pertaining to their Property or business operations (including,
without  limitation,  the  Occupational  Safety  and  Health  Act of  1970,  the
Americans with  Disabilities Act of 1990, and laws and regulations  establishing
quality  criteria  and  standards  for air,  water,  land and toxic or hazardous
wastes and substances),  where any such  non-compliance,  individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

      (b) Without  limiting  the  representations  and  warranties  set forth in
Section  6.17(a)  above,  except  for  such  matters,  individually  or  in  the
aggregate,  which  could not  reasonably  be  expected  to result in a  Material
Adverse Effect, the Borrower  represents and warrants that: (i) the Borrower and
its Subsidiaries, and each of the Premises, comply in all material respects with
all applicable  Environmental  Laws; (ii) the Borrower and its Subsidiaries have
obtained all  governmental  approvals  required for their operations and each of
the Premises by any  applicable  Environmental  Law;  (iii) the Borrower and its
Subsidiaries have not, and the Borrower has no knowledge of any other Person who
has,  caused any  Release,  threatened  Release  or  disposal  of any  Hazardous
Material at, on, about, or off any of the Premises in any material quantity and,
to the knowledge of the Borrower, none of the Premises are adversely affected by
any Release,  threatened Release or disposal of a Hazardous Material originating
or emanating from any other property; (iv) none of the Premises contain and have
contained any: (1)  underground  storage tank, (2) material  amounts of asbestos
containing  building  material,  (3)  landfills or dumps,  (4)  hazardous  waste
management  facility as defined pursuant to RCRA or any comparable state law, or
(5) site on or nominated for the National Priority List promulgated  pursuant to
CERCLA or any state remedial priority list promulgated or published  pursuant to
any comparable state law; (v) the Borrower and its Subsidiaries  have not used a
material  quantity of any  Hazardous  Material  and have  conducted no Hazardous
Material Activity at any of the Premises; (vi) the Borrower and its Subsidiaries
have no material liability for response or corrective  action,  natural resource
damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (vii)
the  Borrower  and its  Subsidiaries  are not  subject  to,  have no  notice  or
knowledge of and are not required to give any notice of any Environmental  Claim
involving the Borrower or any  Subsidiary or any of the Premises,  and there are
no conditions or occurrences  at any of the Premises  which could  reasonably be
anticipated to form the basis for an Environmental Claim against the Borrower or
any Subsidiary or such Premises; (viii) none of the Premises are subject to any,
and the Borrower has no knowledge of any imminent  restriction on the ownership,
occupancy,  use or  transferability  of the Premises in connection  with any (1)
Environmental Law or (2) Release,  threatened Release or disposal of a Hazardous
Material;  and (ix)  there  are no  conditions  or  circumstances  at any of the
Premises  which pose an  unreasonable  risk to the  environment or the health or
safety of Persons.

      Section 6.18. Other Agreements. Neither the Borrower nor any Subsidiary is
in  default  under the  terms of any  covenant,  indenture  or  agreement  of or
affecting  such Person or any of its  Property,  which  default if uncured could
reasonably be expected to have a Material Adverse Effect.

      Section 6.19.  Solvency.  The Borrower and its  Subsidiaries  are solvent,
able to pay their debts as they become due, and have sufficient capital to carry
on their business and all businesses in which they are about to engage.


                                      -36-
<PAGE>

      Section 6.20. No Default.  No Default or Event of Default has occurred and
is continuing.

SECTION 7. CONDITIONS PRECEDENT.

      The  obligation  of each Lender to  advance,  continue or convert any Loan
(other than the continuation of, or conversion into, a Base Rate Loan) or of the
L/C Issuer to issue,  extend the expiration date (including by not giving notice
of  non-renewal)  of or increase  the amount of any Letter of Credit  under this
Agreement, shall be subject to the following conditions precedent:

      Section  7.1.  All  Credit  Events.  At the  time  of  each  Credit  Event
hereunder:

            (a) each of the  representations and warranties set forth herein and
      in the other Loan  Documents  shall be and remain  true and  correct as of
      said time,  except to the extent the same  expressly  relate to an earlier
      date;

            (b) the Borrower and each Subsidiary shall be in compliance with all
      of the terms and conditions hereof and of the other Loan Documents, and no
      Default or Event of Default shall have occurred and be continuing or would
      occur as a result of such Credit Event;

            (c) in the case of a Borrowing the  Administrative  Agent shall have
      received  the notice  required by Section  1.5 hereof,  in the case of the
      issuance of any Letter of Credit the L/C Issuer shall have received a duly
      completed  Application  for such Letter of Credit  together  with any fees
      called for by Section 2.1  hereof,  and,  in the case of an  extension  or
      increase in the amount of a Letter of Credit,  a written request  therefor
      in a form  acceptable  to the L/C Issuer  together with fees called for by
      Section 2.1 hereof; and

            (d) such  Credit  Event  shall not  violate  any order,  judgment or
      decree  of  any  court  or  other  authority  or any  provision  of law or
      regulation  applicable to the Administrative Agent, the L/C Issuer, or any
      Lender  (including,  without  limitation,  Regulation  U of the  Board  of
      Governors of the Federal Reserve System) as then in effect.

      Each request for a Borrowing  hereunder  and each request for the issuance
of,  increase in the amount of, or extension of the expiration date of, a Letter
of Credit shall be deemed to be a representation and warranty by the Borrower on
the date on such  Credit  Event as to the facts  specified  in  subsections  (a)
through (c), both inclusive, of this Section.

      Section 7.2. Initial Credit Event. Before or concurrently with the initial
Credit Event:

            (a) the  Administrative  Agent shall have  received  for each Lender
      this  Agreement  duly  executed by the Borrower and its  Subsidiaries,  as
      Guarantors, and the Lenders;

            (b) the  Administrative  Agent shall have  received  for each Lender
      such Lender's duly  executed  Notes of the Borrower  dated the date hereof
      and otherwise in compliance with the provisions of Section 1.11 hereof;


                                      -37-
<PAGE>

            (c) the  Administrative  Agent shall have  received  for each Lender
      copies of the Borrower's and each  Guarantor's  articles of  incorporation
      and bylaws (or  comparable  organizational  documents)  and any amendments
      thereto,  certified  in  each  instance  by  its  Secretary  or  Assistant
      Secretary;

            (d) the  Administrative  Agent shall have  received  for each Lender
      copies of  resolutions of the  Borrower's  and each  Guarantor's  Board of
      Directors (or similar governing body) authorizing the execution,  delivery
      and performance of this Agreement and the other Loan Documents to which it
      is a party and the  consummation of the transactions  contemplated  hereby
      and thereby,  together with specimen  signatures of the persons authorized
      to execute such documents on the Borrower's and each  Guarantor's  behalf,
      all certified in each instance by its Secretary or Assistant Secretary;

            (e) the  Administrative  Agent shall have  received  for each Lender
      copies of the  certificates  of good  standing  for the  Borrower and each
      Subsidiary  (dated no earlier  than 30 days prior to the date hereof) from
      the  office  of  the  secretary  of the  state  of  its  incorporation  or
      organization;

            (f) the  Administrative  Agent shall have received for each Lender a
      list of the Borrower's Authorized Representatives;

            (g) the Administrative  Agent shall have received for itself and for
      the Lenders the initial fees called for by Section 2.1 hereof;

            (h)  each  Lender  shall  have   received   such   evaluations   and
      certifications as it may reasonably  require in order to satisfy itself as
      to the financial  condition of the Borrower and its Subsidiaries,  and the
      lack  of  material   contingent   liabilities  of  the  Borrower  and  its
      Subsidiaries;

            (i) The  Credit  Agreement  dated as of  October  4, 1994  among the
      Borrower,  the banks party thereto,  and Harris Trust and Savings Bank, as
      Administrative  Agent,  shall  have  terminated  and all  amounts  payable
      thereunder  shall have been paid or shall be paid with the proceeds of the
      initial Credit Event;

            (j) the Administrative Agent shall have received for each Lender the
      favorable  written  opinion of counsel to the Borrower and each Guarantor,
      in form and substance satisfactory to the Administrative Agent; and

            (k) the Administrative  Agent shall have received for the account of
      the Lenders such other agreements,  instruments,  documents, certificates,
      and opinions as the Administrative Agent may reasonably request.

      Each Lender that is also a bank under the credit  agreement  referenced in
clause (i), by its execution  hereof,  hereby waives any requirement  under such
agreement  that  the  Borrower  give  prior  notice  of the  termination  of the
commitments thereunder, and agrees that such notice may be given on the same day
as such termination is to be effective.  In addition, as such Lenders


                                      -38-
<PAGE>

constitute the "Required  Banks" under such credit  agreement,  such Lenders and
the Borrower agree that such credit  agreement  shall  terminate and all amounts
payable thereunder shall be due and payable on the date hereof.

SECTION 8. COVENANTS.

      The Borrower  agrees that, so long as any credit is available to or in use
by the Borrower hereunder,  except to the extent compliance in any case or cases
is waived in writing pursuant to the terms of Section 13.13 hereof:

      Section 8.1. Maintenance of Business.  The Borrower shall, and shall cause
each  Subsidiary to,  preserve and maintain its  existence,  except as otherwise
provided in Section  8.10(c) hereof.  The Borrower  shall,  and shall cause each
Subsidiary  to,  preserve  and keep in force and effect all  licenses,  permits,
franchises,   approvals,   patents,   trademarks,  trade  names,  trade  styles,
copyrights,  and other proprietary rights necessary to the proper conduct of its
business  where the  failure to do so could  reasonably  be  expected  to have a
Material Adverse Effect.

      Section 8.2.  Maintenance of  Properties.  The Borrower  shall,  and shall
cause each Subsidiary to, maintain,  preserve, and keep its property, plant, and
equipment in good repair,  working order and condition  (ordinary  wear and tear
excepted),  and shall from time to time make all  needful  and  proper  repairs,
renewals, replacements,  additions, and betterments thereto so that at all times
the efficiency  thereof shall be fully preserved and  maintained,  except to the
extent  that,  in the  reasonable  business  judgment of such  Person,  any such
Property is no longer  necessary for the proper  conduct of the business of such
Person.

      Section  8.3.  Taxes and  Assessments.  The  Borrower  shall  duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates,  assessments,  fees, and  governmental  charges upon or against it or its
Property,  in each case before the same become  delinquent and before  penalties
accrue  thereon,  unless and to the extent that the same are being  contested in
good faith and by  appropriate  proceedings  which  prevent  enforcement  of the
matter under contest and adequate reserves are provided therefor.

      Section 8.4.  Insurance.  The Borrower shall insure and keep insured,  and
shall  cause  each  Subsidiary  to  insure  and  keep  insured,  with  good  and
responsible insurance companies,  all insurable Property owned by it which is of
a character  usually  insured by Persons  similarly  situated and operating like
Properties  against  loss or damage  from such  hazards  and risks,  and in such
amounts,  as are  insured by  Persons  similarly  situated  and  operating  like
Properties;  and the Borrower shall insure,  and shall cause each  Subsidiary to
insure, such other hazards and risks (including,  without  limitation,  business
interruption,  employers' and public  liability risks) with good and responsible
insurance  companies as and to the extent usually  insured by Persons  similarly
situated and conducting similar businesses. The Borrower shall, upon the request
of the Administrative Agent, furnish to the Administrative Agent and the Lenders
a  certificate  setting  forth in  summary  form the  nature  and  extent of the
insurance maintained pursuant to this Section.


                                      -39-
<PAGE>

      Section 8.5. Financial  Reports.  The Borrower shall, and shall cause each
Subsidiary to,  maintain a standard system of accounting in accordance with GAAP
and shall  furnish to the  Administrative  Agent,  each Lender and each of their
duly authorized  representatives  such  information  respecting the business and
financial  condition of the Borrower and each  Subsidiary as the  Administrative
Agent or such Lender may  reasonably  request;  and without any  request,  shall
furnish to the Administrative Agent and the Lenders:

            (a) as soon as  available,  and in any event  within sixty (60) days
      after  the  close  of  each  fiscal  quarter  of each  fiscal  year of the
      Borrower,  a copy of the consolidated and  consolidating  balance sheet of
      the  Borrower  and its  Subsidiaries  as of the  last  day of such  fiscal
      quarter  and the  consolidated  and  consolidating  statements  of income,
      retained earnings, and cash flows of the Borrower and its Subsidiaries for
      the fiscal quarter and for the fiscal year-to-date period then ended, each
      in  reasonable  detail  showing in  comparative  form the  figures for the
      corresponding date and period in the previous fiscal year, prepared by the
      Borrower  in  accordance  with GAAP  (subject  to the  absence of footnote
      disclosures and year-end audit  adjustments) and certified to by its chief
      financial  officer or another  officer of the Borrower  acceptable  to the
      Administrative Agent;

            (b) as soon as available, and in any event within one hundred twenty
      (120) days after the close of each fiscal year of the Borrower,  a copy of
      the consolidated and  consolidating  balance sheet of the Borrower and its
      Subsidiaries  as of the last day of the  fiscal  year  then  ended and the
      consolidated and consolidating  statements of income,  retained  earnings,
      and cash flows of the  Borrower and its  Subsidiaries  for the fiscal year
      then ended,  and  accompanying  notes thereto,  each in reasonable  detail
      showing in  comparative  form the figures for the  previous  fiscal  year,
      accompanied  in the case of the  consolidated  financial  statements by an
      unqualified  opinion of KPMG LLP or  another  firm of  independent  public
      accountants of recognized national standing,  selected by the Borrower and
      reasonably  satisfactory  to the  Administrative  Agent  and the  Required
      Lenders,  to the effect that the  consolidated  financial  statements have
      been  prepared in  accordance  with GAAP and present  fairly in accordance
      with GAAP the  consolidated  financial  condition  of the Borrower and its
      Subsidiaries  as of the close of such fiscal year and the results of their
      operations  and cash  flows for the  fiscal  year  then  ended and that an
      examination of such accounts in connection with such financial  statements
      has been made in accordance  with generally  accepted  auditing  standards
      and,  accordingly,  such examination included such tests of the accounting
      records and such other auditing procedures as were considered necessary in
      the circumstances;

            (c) within the period provided in subsection (b) above,  the written
      statement  of the  accountants  who  certified  the audit  report  thereby
      required that in the course of their audit they have obtained no knowledge
      of any Default or Event of Default,  or, if such accountants have obtained
      knowledge of any such Default or Event of Default,  they shall disclose in
      such statement the nature and period of the existence thereof;

            (d) Within the period  provided in  paragraph  (b) above,  financial
      statements  of the  character  and for the  dates and  periods  as in said
      paragraph  (b)  covering  each  Unrestricted   Subsidiary  (or  groups  of
      Unrestricted Subsidiaries on a consolidated basis).


                                      -40-
<PAGE>

            (e) promptly after receipt thereof,  any additional written reports,
      management  letters or other  detailed  information  contained  in writing
      concerning  significant  aspects  of the  Borrower's  or any  Subsidiary's
      operations  and financial  affairs given to it by its  independent  public
      accountants;

            (f)  promptly  after the sending or filing  thereof,  copies of each
      financial  statement,  report,  notice  or  proxy  statement  sent  by the
      Borrower or any Subsidiary to its  stockholders  or other equity  holders,
      and  copies of each  regular,  periodic  or special  report,  registration
      statement or prospectus  (including all Form 10-K,  Form 10-Q and Form 8-K
      reports)  filed by the  Borrower  or any  Subsidiary  with any  securities
      exchange  or the  Securities  and  Exchange  Commission  or any  successor
      agency;

            (g) promptly after receipt thereof, a copy of each audit made by any
      regulatory  agency  of  the  books  and  records  of the  Borrower  or any
      Subsidiary or of notice of any material  noncompliance with any applicable
      law,  regulation or guideline  relating to the Borrower or any Subsidiary,
      or its business;

            (h) as soon as  available,  and in any  event no later  than 30 days
      following the first day of each fiscal year of the Borrower, a copy of the
      Borrower's  consolidated and  consolidating  business plan for such fiscal
      year, such business plan to show the Borrower's projected consolidated and
      consolidating revenues, expenses and balance sheet on a quarter-by-quarter
      basis,  such  business  plan to be in  reasonable  detail  prepared by the
      Borrower  and in form  satisfactory  to the  Administrative  Agent and the
      Required Lenders (which shall include a summary of all assumptions made in
      preparing such business plan);

            (i) notice of any Change of Control;

            (j)  promptly  after  knowledge  thereof  shall  have  come  to  the
      attention of any  responsible  officer of the Borrower,  written notice of
      any  threatened  or pending  litigation  or  governmental  or  arbitration
      proceeding  or labor  controversy  against the Borrower or any  Subsidiary
      which,  if adversely  determined,  could  reasonably be expected to have a
      Material  Adverse  Effect or of the  occurrence of any Default or Event of
      Default hereunder; and

            (k) with each of the financial  statements  furnished to the Lenders
      pursuant to subsections  (a) and (b) above,  a written  certificate in the
      form attached hereto as Exhibit F signed by the chief financial officer of
      the  Borrower  or  another  officer  of  the  Borrower  acceptable  to the
      Administrative  Agent to the  effect  that to the  best of such  officer's
      knowledge  and belief no Default or Event of Default has  occurred  during
      the period covered by such  statements or, if any such Default or Event of
      Default has occurred  during such period,  setting forth a description  of
      such Default or Event of Default and specifying the action,  if any, taken
      by the Borrower or any  Subsidiary  to remedy the same.  Such  certificate
      shall  also set forth  the  calculations  supporting  such  statements  in
      respect of Section 8.21 hereof.


                                      -41-
<PAGE>

      Section  8.6.  Inspection.  The  Borrower  shall,  and  shall  cause  each
Subsidiary to, permit the  Administrative  Agent, each Lender, and each of their
duly  authorized  representatives  and  agents to visit and  inspect  any of its
Property,  corporate books, and financial records, to examine and make copies of
its books of accounts and other financial  records,  and to discuss its affairs,
finances,  and accounts with, and to be advised as to the same by, its officers,
employees and independent public accountants (and by this provision the Borrower
hereby authorizes such accountants to discuss with the Administrative  Agent and
such Lenders the finances and affairs of the Borrower and its  Subsidiaries)  at
such  reasonable  times and  intervals as the  Administrative  Agent or any such
Lender may designate and, so long as no Default or Event of Default exists, with
reasonable prior notice to the Borrower.

      Section 8.7.  Limitations on Indebtedness.  The Borrower will not and will
not permit  any  Subsidiary  to  create,  assume or incur or in any manner be or
become liable in respect of any Current Debt or Funded Debt, except:

            (a) the  Obligations,  Hedging  Liability,  and Funds  Transfer  and
      Deposit Account  Liability of the Borrower and its  Subsidiaries  owing to
      the Administrative Agent and the Lenders (and their Affiliates);

            (b)  Current  Debt or Funded  Debt of a Material  Subsidiary  to the
      Borrower or to a Wholly-Owned Material Subsidiary;

            (c) Funded Debt of the Borrower and its Subsidiaries in an aggregate
      principal  amount at any one time  outstanding of not more than 25% of the
      total  assets  of the  Borrower  and  its  Subsidiaries  as  shown  on the
      Borrower's most recent financial  statements delivered pursuant to Section
      8.5 hereof; and

            (d) unsecured Current Debt of the Borrower.

      Section 8.8.  Limitation  on Liens.  The  Borrower  will not, and will not
permit any Subsidiary to, create or incur, or suffer to be incurred or to exist,
any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
on its or their property or assets,  whether now owned or hereafter acquired, or
upon any income or profits  therefrom,  or transfer any property for the purpose
of subjecting  the same to the payment of obligations in priority to the payment
of its or their general creditors, or acquire or agree to acquire, or permit any
Subsidiary to acquire,  any property or assets upon conditional sales agreements
or other title retention devices, except:

            (a) liens for property taxes and assessments or governmental charges
      or  levies  and  liens  securing   claims  or  demands  of  mechanics  and
      materialmen,  provided that payment thereof is not at the time required by
      Section 8.3;

            (b) liens of or resulting  from any judgment or award,  the time for
      the appeal or petition for rehearing of which shall not have  expired,  or
      in respect of which the Borrower or a Subsidiary shall at any time in good
      faith be  prosecuting  an appeal or proceeding for a review and in respect
      of which a stay of execution  pending such appeal or proceeding for review
      shall have been secured;


                                      -42-
<PAGE>

            (c) liens,  charges,  encumbrances and priority claims incidental to
      the  conduct  of  business  or the  ownership  of  properties  and  assets
      (including  warehousemen's  and attorneys' liens and statutory  landlords'
      liens) and deposits,  pledges or liens to secure the  performance of bids,
      tenders or trade contracts, or to secure statutory obligations,  surety or
      appeal  bonds  or other  liens  of like  general  nature  incurred  in the
      ordinary  course of business and not in  connection  with the borrowing of
      money, provided in each case, the obligation secured is not overdue or, if
      overdue,  is being  contested  in good  faith by  appropriate  actions  or
      proceedings;

            (d) minor  survey  exceptions  or minor  encumbrances,  easements or
      reservations,  or rights of others for rights-of-way,  utilities and other
      similar  purposes,  or zoning or other  restrictions as to the use of real
      properties,  which are necessary for the conduct of the  activities of the
      Borrower and its Subsidiaries or which  customarily exist on properties of
      corporations  engaged in similar  activities  and  similarly  situated and
      which do not in any event materially  impair their use in the operation of
      the business of the Borrower and its Subsidiaries;

            (e) mortgages,  liens or security interests securing Indebtedness of
      a Material Subsidiary to the Borrower or to another Material Subsidiary;

            (f) mortgages,  conditional  sale contracts,  security  interests or
      other  arrangements  for the  retention  of title  (including  Capitalized
      Leases)  incurred after the date hereof given to secure the payment of the
      purchase  price  incurred in connection  with the  acquisition  or cost of
      construction of fixed assets useful and intended to be used in carrying on
      the business of the Borrower or a Subsidiary,  including liens existing on
      such  fixed  assets at the time of  acquisition  thereof or at the time of
      acquisition  by the Borrower or a Subsidiary  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 of the fixed assets to which they
      attach  so long  as  they  were  not  incurred,  extended  or  renewed  in
      contemplation  of such  acquisition,  provided that (i) the lien or charge
      shall  attach  solely to the property  acquired or purchased  and shall be
      created contemporaneously with, or within 120 days after, such acquisition
      or the completion of such construction, (ii) at the time of acquisition 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 Borrower or a  Subsidiary  shall not exceed the lesser of the total
      purchase  price or fair market  value at the time of  acquisition  of such
      fixed assets (as determined in good faith by the Board of Directors of the
      Borrower), and (iii) all such Indebtedness shall have been incurred within
      the applicable limitations provided in Section 8.7; and

            (g) Liens not otherwise permitted under this Section 8.8 on Property
      securing  Indebtedness  that  is  permitted  under  Section  8.7(c)  in an
      aggregate  principal  amount not  exceeding  5% of the total assets of the
      Borrower  and its  Subsidiaries  as shown on the  Borrower's  most  recent
      financial statements delivered pursuant to Section 8.5 hereof.

      Section 8.9. Investments,  Acquisitions,  Loans and Advances. The Borrower
shall not, nor shall it permit any Subsidiary to, directly or indirectly,  make,
retain or have outstanding any


                                      -43-
<PAGE>

investments  (whether through purchase of stock or obligations or otherwise) in,
or loans or advances to (other than for travel  advances and other  similar cash
advances  made to  employees  in the  ordinary  course of  business),  any other
Person,  or acquire all or any substantial part of the assets or business of any
other Person or division thereof;  provided,  however,  that the foregoing shall
not apply to nor operate to prevent:

            (a)  investments  in  direct  obligations  of the  United  States of
      America  or of any agency or  instrumentality  thereof  whose  obligations
      constitute  full faith and  credit  obligations  of the  United  States of
      America,  provided that any such obligations  shall mature within one year
      of the date of issuance thereof;

            (b)  investments  in commercial  paper rated at least P-1 by Moody's
      and at least A-1 by S&P  maturing  within one year of the date of issuance
      thereof;

            (c)  investments in  certificates of deposit issued by any Lender or
      by any United  States  commercial  bank having  capital and surplus of not
      less than $100,000,000 which have a maturity of one year or less;

            (d)  investments in repurchase  obligations  with a term of not more
      than 7 days for underlying securities of the types described in subsection
      (a) above entered into with any bank meeting the qualifications  specified
      in subsection (c) above,  provided all such  agreements  require  physical
      delivery of the  securities  securing such  repurchase  agreement,  except
      those delivered through the Federal Reserve Book Entry System;

            (e)  investments  in money  market funds or mutual funds that invest
      solely,  and which are restricted by their  respective  charters to invest
      solely, in investments of the type described in the immediately  preceding
      subsections (a), (b), (c), and (d) above;

            (f)  the   Borrower's   investments   from   time  to  time  in  its
      Subsidiaries, and investments made from time to time by a Subsidiary in or
      more of its  Subsidiaries  at any one time  outstanding  in an amount that
      does not exceed in the  aggregate 20% of the total amount of all assets of
      the Borrower and its  Subsidiaries  as shown on the Borrower's most recent
      financial statements delivered pursuant to Section 8.5 hereof;

            (h)  acquisitions,  provided that (i) no Default or Event of Default
      exists or would  exist after given  effect to such  acquisition,  (ii) the
      board of directors or other  governing  body of such Person whose property
      or  Voting  Stock is being so  acquired  has  approved  the  terms of such
      acquisition,  (iii)  the  acquired  business  is in an  Eligible  Line  of
      Business and (iv) prior to each acquisition  requiring Total Consideration
      from the Borrower and its Subsidiaries in excess of $10,000,000, (x) there
      is delivered to the Lenders a certificate,  signed by the chief  financial
      officer of the  Borrower,  demonstrating  that,  taking into  account such
      acquisition  and its effects,  the Borrower will remain in compliance with
      the  covenants  set forth in  Section  8.22  hereof as of the date of such
      acquisition  and,  based on  projections  believed  by the  Borrower to be
      reasonable,  at all times during the twelve month  period  following  such
      date and certifying that no Default or Event of Default has occurred or is
      continuing hereunder as of the date of and


                                      -44-
<PAGE>

      immediately   after  giving  effect  to  such  acquisition  any  (y)  such
      certificate is true and correct; and

            (i) other  investments,  loans,  and  advances  in addition to those
      otherwise permitted by this Section in an amount not to exceed $35,000,000
      in the aggregate at any one time outstanding.

In determining  the amount of  investments,  acquisitions,  loans,  and advances
permitted under this Section, investments and acquisitions shall always be taken
at the original  cost thereof  (regardless  of any  subsequent  appreciation  or
depreciation  therein),  and loans and advances  shall be taken at the principal
amount thereof then remaining unpaid.

      Section 8.10.  Mergers,  Consolidations  and Sales.  (a) The Borrower will
not, and will not permit any Subsidiary to (i) consolidate with or be a party to
a merger with any other  corporation or (ii) sell, lease or otherwise dispose of
all or any substantial part (as defined in paragraph (d) of this Section) of the
assets of the Borrower and its Subsidiaries, provided, however, that:

            (1) any  Subsidiary  may  merge  or  consolidate  with  or into  the
      Borrower  or any  Wholly-owned  Subsidiary  so  long as in any  merger  or
      consolidation  involving the Borrower, the Borrower shall be the surviving
      or continuing corporation;

            (2) the Borrower may consolidate or merge with any other corporation
      if (i) the  surviving or  continuing  corporation  shall be a  corporation
      incorporated  under the laws of the United  States of America or any State
      thereof, (ii) at the time of such consolidation or merger and after giving
      effect  thereto no Default or Event of Default  shall have occurred and be
      continuing,  and (iii) the surviving or continuing  corporation  (if other
      than the Borrower)  shall have  expressly  assumed the  obligations of the
      Borrower in connection with the Notes and this Agreement; and

            (3) any  Subsidiary may sell,  lease or otherwise  dispose of all or
      any  substantial  part of its assets to the  Borrower or any  Wholly-owned
      Subsidiary.

      (b) The  Borrower  will not  permit  any  Subsidiary  to issue or sell any
shares of stock of any class  (including  as "stock"  for the  purposes  of this
Section 8.10, any warrants,  rights or options to purchase or otherwise  acquire
stock or other  Securities  exchangeable  for or convertible into stock) of such
Subsidiary to any Person other than the Borrower or a  Wholly-owned  Subsidiary,
except for the purpose of qualifying directors, or except in satisfaction of the
validly  pre-existing  preemptive rights of minority  shareholders in connection
with the  simultaneous  issuance of stock to the  Borrower  and/or a  Subsidiary
whereby the Borrower  and/or such Subsidiary  maintain their same  proportionate
interest in such Subsidiary.

      (c) The  Borrower  will not sell,  transfer  or  otherwise  dispose of any
shares  of  stock  in  any  Subsidiary  (except  to  qualify  directors)  or any
Indebtedness  of any  Subsidiary,  and will not permit any  Subsidiary  to sell,
transfer  or  otherwise  dispose of (except to the  Borrower  or a  Wholly-owned
Subsidiary)  any shares of stock or any  Indebtedness  of any other  Subsidiary,
unless:


                                      -45-
<PAGE>

            (1) simultaneously  with such sale,  transfer,  or disposition,  all
      shares of stock and all  Indebtedness of such Subsidiary at the time owned
      by the Borrower and by every other Subsidiary  shall be sold,  transferred
      or disposed of as an entirety;

            (2) the Board of Directors of the Borrower shall have determined, as
      evidenced by a resolution  thereof,  that the  retention of such stock and
      Indebtedness is no longer in the best interests of the Borrower;

            (3) such stock and  Indebtedness  is sold,  transferred or otherwise
      disposed of to a Person,  for a cash consideration and on terms reasonably
      deemed by the Board of Directors to be adequate and satisfactory;

            (4) the  Subsidiary  being disposed of shall not have any continuing
      investment   in  the   Borrower   or  any  other   Subsidiary   not  being
      simultaneously disposed of; and

            (5) such sale or other  disposition  does not involve a  substantial
      part (as  hereinafter  defined)  of the  assets  of the  Borrower  and its
      Subsidiaries.

      (d) As used in this Section 8.10, a sale,  lease or other  disposition  of
assets shall be deemed to be a "substantial  part" of the assets of the Borrower
and its Subsidiaries only if (i) the book value of such assets when added to the
book value of all other  assets  sold,  leased or  otherwise  disposed of by the
Borrower and its  Subsidiaries  (other than in the ordinary  course of business)
during the same fiscal year, less the amount of proceeds of any such sale, lease
or other  disposition  applied  within one year after such sale,  lease or other
disposition to the purchase  price of other property  similar to the property so
disposed  of and having a value at least equal to the  property so disposed  of,
exceeds  10%  of the  Tangible  Assets  of the  Borrower  and  its  Subsidiaries
determined as of the end of the immediately  preceding  fiscal year, or (ii) the
book value of such assets when added to the book value of all other assets sold,
leased or otherwise disposed of by the Borrower and its Subsidiaries (other than
in the ordinary course of business) during the period  commencing on the date of
this  Agreement and ending on the date of such  disposition,  less the amount of
proceeds of any such sale,  lease or other  disposition  applied within one year
after such  sale,  lease or other  disposition  to the  purchase  price of other
property similar to the property so disposed of and having a value a least equal
to the  property  so disposed  of,  exceeds  25% of the  Tangible  Assets of the
Borrower  and  its  Subsidiaries  determined  as of the end of the  fiscal  year
immediately preceding the date of such disposition.

      Section  8.11.  Dividends  and  Certain  Other  Restricted  Payments.  The
Borrower shall not, (a) declare any dividends on or make any other distributions
(other than dividends and distributions  payable solely in its capital stock) in
respect of any class or series of its capital stock or other equity interests or
(b) directly or indirectly purchase,  redeem, or otherwise acquire or retire any
of its capital  stock or other equity  interests or any  warrants,  options,  or
similar  instruments to acquire the same, if an Event of Default exists prior to
or would exist after giving effect to such action.

      Section 8.12.  ERISA.  The Borrower shall, and shall cause each Subsidiary
to, promptly pay and discharge all  obligations  and  liabilities  arising under
ERISA of a character which if


                                      -46-
<PAGE>

unpaid or unperformed  could  reasonably be expected to result in the imposition
of a Lien against any of its Property.  The Borrower shall, and shall cause each
Subsidiary to, promptly notify the Administrative  Agent and each Lender of: (a)
the occurrence of any  reportable  event (as defined in ERISA) with respect to a
Plan,  (b)  receipt  of any  notice  from  the  PBGC  of its  intention  to seek
termination of any Plan or appointment of a trustee therefor,  (c) its intention
to terminate or withdraw from any Plan, and (d) the occurrence of any event with
respect to any Plan which would result in the  incurrence by the Borrower or any
Subsidiary of any material liability,  fine or penalty, or any material increase
in the contingent  liability of the Borrower or any  Subsidiary  with respect to
any post-retirement Welfare Plan benefit.

      Section 8.13.  Compliance  with Laws.  (a) The Borrower  shall,  and shall
cause each  Subsidiary to, comply in all respects with the  requirements  of all
federal,  state,  and local  laws,  rules,  regulations,  ordinances  and orders
applicable to or pertaining  to its Property or business  operations,  where any
such  non-compliance,  individually  or in the  aggregate,  could  reasonably be
expected to have a Material  Adverse  Effect or result in a Lien upon any of its
Property.

      (b) Without  limiting the agreements  set forth in Section  8.14(a) above,
the Borrower  shall,  and shall cause each  Subsidiary to, at all times,  do the
following to the extent the failure to do so,  individually or in the aggregate,
could  reasonably be expected to have a Material  Adverse Effect:  (i) comply in
all material  respects  with, and maintain each of the Premises in compliance in
all material respects with, all applicable Environmental Laws; (ii) require that
each tenant and  subtenant,  if any, of any of the  Premises or any part thereof
comply in all material  respects with all applicable  Environmental  Laws; (iii)
obtain and maintain in full force and effect all material governmental approvals
required  by any  applicable  Environmental  Law for  operations  at each of the
Premises;  (iv) cure any  material  violation by it or at any of the Premises of
applicable Environmental Laws; (v) not allow the presence or operation at any of
the  Premises of any (1)  landfill  or dump or (2)  hazardous  waste  management
facility or solid  waste  disposal  facility as defined  pursuant to RCRA or any
comparable state law; (vi) not manufacture,  use,  generate,  transport,  treat,
store, release,  dispose or handle any Hazardous Material at any of the Premises
except in the ordinary course of its business and in de minimis  amounts;  (vii)
within 10  Business  Days  notify  the  Administrative  Agent in  writing of and
provide any reasonably requested documents upon learning of any of the following
in connection  with the Borrower or any  Subsidiary or any of the Premises:  (1)
any material  liability  for response or  corrective  action,  natural  resource
damage or other harm pursuant to CERCLA,  RCRA or any comparable  state law; (2)
any material Environmental Claim; (3) any material violation of an Environmental
Law or material Release, threatened Release or disposal of a Hazardous Material;
(4) any restriction on the ownership,  occupancy, use or transferability arising
pursuant  to any (x)  Release,  threatened  Release or  disposal  of a Hazardous
Material or (y) Environmental Law; or (5) any  environmental,  natural resource,
health or  safety  condition,  which  could  reasonably  be  expected  to have a
Material Adverse Effect; (viii) conduct at its expense any investigation, study,
sampling,  testing, abatement,  cleanup, removal,  remediation or other response
action necessary to remove,  remediate,  clean up or abate any material Release,
threatened  Release or  disposal  of a  Hazardous  Material  as  required by any
applicable  Environmental Law, (ix) abide by and observe any restrictions on the
use of the Premises imposed by any governmental authority as set forth in a deed
or other  instrument  affecting  the  Borrower's  or any  Subsidiary's  interest
therein;  (x) promptly provide or otherwise make available to the Administrative
Agent any  reasonably


                                      -47-
<PAGE>

requested environmental record concerning the Premises which the Borrower or any
Subsidiary  possesses or can reasonably obtain; and (xi) perform,  satisfy,  and
implement  any operation or  maintenance  actions  required by any  governmental
authority or  Environmental  Law, or included in any no further action letter or
covenant not to sue issued by any governmental authority under any Environmental
Law.

      Section 8.14.  Burdensome  Contracts With  Affiliates.  The Borrower shall
not, nor shall it permit any Subsidiary  to, enter into any contract,  agreement
or business arrangement with any of its Affiliates (other than with Wholly-owned
Subsidiaries)  on terms and conditions  which are less favorable to the Borrower
or such  Subsidiary  than would be usual and  customary  in  similar  contracts,
agreements or business  arrangements  between  Persons not affiliated  with each
other.

      Section 8.15.  No Changes in Fiscal Year.  The fiscal year of the Borrower
and its  Subsidiaries  ends on December 31 of each year;  and the Borrower shall
not,  nor shall it permit any  Subsidiary  to,  change its fiscal  year from its
present basis.

      Section 8.16.  Formation of  Subsidiaries.  Promptly upon the formation or
acquisition  of  any  Material  Subsidiary,   the  Borrower  shall  provide  the
Administrative  Agent and the Lenders  notice thereof and timely comply with the
requirements  of Section 4 hereof (at which  time  Schedule  6.2 shall be deemed
amended to include reference to such Subsidiary).

      Section 8.17.  Change in the Nature of Business.  The Borrower  shall not,
nor shall it permit any  Subsidiary to, engage in any business or activity if as
a result the general  nature of the business of the  Borrower or any  Subsidiary
would be changed in any material respect from the general nature of the business
engaged in by it as of the Closing Date.

      Section  8.18.  Use of Loan  Proceeds.  The Borrower  shall use the credit
extended under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 6.4 hereof.

      Section 8.19. No  Restrictions.  Except as provided  herein,  the Borrower
shall not, nor shall it permit any Subsidiary to, directly or indirectly  create
or  otherwise  cause or  suffer  to exist or  become  effective  any  consensual
encumbrance  or  restriction  of any kind on the ability of the  Borrower or any
Subsidiary  to:  (a)  pay  dividends  or  make  any  other  distribution  on any
Subsidiary's  capital stock or other equity  interests  owned by the Borrower or
any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other
Subsidiary,  (c) make loans or advances to the Borrower or any other Subsidiary,
(d) transfer any of its Property to the Borrower or any other  Subsidiary or (e)
guarantee the Obligations as required by the Loan Documents.

      Section  8.20.  Subordinated  Debt.  The Borrower  shall not, nor shall it
permit  any  Subsidiary  to,  amend or  modify  any of the  terms or  conditions
relating to Subordinated Debt or make any voluntary prepayment thereof or effect
any voluntary  redemption thereof or make any payment on account of Subordinated
Debt  which is  prohibited  under  the  terms  of any  instrument  or  agreement
subordinating the same to the Obligations.


                                      -48-
<PAGE>

      Section 8.21.  Financial  Covenants.  (a) Total Senior Funded  Debt/EBITDA
Ratio.  As of the last day of each fiscal quarter of the Borrower,  the Borrower
shall not permit the Total Senior  Funded  Debt/EBITDA  Ratio to be greater than
2.5 to 1.0.

      (b) Net Worth.  The Borrower will at all times maintain a Net Worth of not
less than the Minimum  Required Amount (as defined below).  For purposes of this
Section 8.22(b),  the "Minimum  Required Amount" shall mean (i) $120,000,000 for
the period from and including  the Closing Date through and  including  December
31,  2003 and (ii)  during each  Annual  Measurement  Period (as defined  below)
thereafter,  an amount equal to the sum of (x) the Minimum  Required  Amount for
the immediately  preceding Annual Measurement Period plus (y) an amount equal to
25% of the cumulative  positive Net Income earned in such immediately  preceding
Annual Measurement  Period (but without  subtraction for any negative Net Income
for any such period); provided, however, that in each case such Minimum Required
Amount shall  increase on the date of the issuance of equity  securities  by the
Borrower by an amount equal to 25% of the Net Cash Proceeds of such issuance. As
used  herein  the term  "Annual  Measurement  Period"  shall  mean  each  period
commencing  on January 1 of a calendar  year and ending on  December  31 of such
calendar year.

      (c) Interest  Coverage Ratio. As of the last day of each fiscal quarter of
the  Borrower,  the Borrower  shall  maintain a ratio of (a) EBITDA for the four
fiscal quarters of the Borrower then ended to (b) Interest  Expense for the same
four fiscal quarters then ended of not less than 2.5 to 1.0.

      Section 8.22. Contingent  Obligations.  The Borrower will not and will not
permit  any  Subsidiary  to become or be liable  in  respect  of any  Contingent
Obligation  except the Guaranties  hereunder and  Contingent  Obligations of the
Borrower which are limited in amount to a stated maximum dollar  exposure in the
aggregate  not  greater  than an amount  equal to 5% of the total  assets of the
Borrower and its  Subsidiaries as shown on the Borrower's most recent  financial
statements delivered pursuant to Section 8.5 hereof and included in Current Debt
or Consolidated Funded Debt.

SECTION 9. EVENTS OF DEFAULT AND REMEDIES.

      Section 9.1.  Events of Default.  Any one or more of the  following  shall
constitute an "Event of Default" hereunder:

            (a)  default  in the  payment  when  due of all or any  part  of the
      principal  of or  interest  on any Note  (whether  at the stated  maturity
      thereof or at any other time  provided  for in this  Agreement)  or of any
      Reimbursement  Obligation  or of  any  fee  or  other  Obligation  payable
      hereunder or under any other Loan Document;

            (b) default in the  observance  or  performance  of any covenant set
      forth in Sections 8.1, 8.5, 8.7, 8.8, 8.9, 8.10,  8.11, 8.20, 8.21 or 8.22
      hereof;

            (c) default in the observance or performance of any other  provision
      hereof or of any other Loan Document  which is not remedied  within thirty
      (30) days after the


                                      -49-
<PAGE>

      earlier of (i) the date on which such failure  shall first become known to
      any officer of the Borrower or (ii) written notice thereof is given to the
      Borrower by the Administrative Agent;

            (d) any  representation or warranty made herein or in any other Loan
      Document or in any certificate  furnished to the  Administrative  Agent or
      the  Lenders  pursuant  hereto  or  thereto  or  in  connection  with  any
      transaction  contemplated  hereby or thereby proves untrue in any material
      respect as of the date of the issuance or making or deemed making  thereof
      and, to the extent  capable of being cured,  shall not be made good within
      30 days  after the  earlier of (i) the date the  Borrower  knows or should
      have known that such  representation  or warranty  was untrue and (ii) the
      date  notice  thereof is provided  to the  Borrower by the  Administrative
      Agent, any Lender or any holder of any Note;

            (e) any event occurs or condition exists (other than those described
      in  subsections  (a) through (d) above)  which is specified as an event of
      default  under  any of  the  other  Loan  Documents,  or  any of the  Loan
      Documents  shall for any reason not be or shall  cease to be in full force
      and effect or is declared to be null and void, or any Subsidiary takes any
      action for the purpose of terminating,  repudiating or rescinding any Loan
      Document executed by it or any of its obligations thereunder;

            (f) default shall occur under any  Indebtedness  issued,  assumed or
      guaranteed  by the  Borrower or any  Subsidiary  aggregating  in excess of
      $2,500,000,  or under any indenture,  agreement or other  instrument under
      which the same may be issued, and such default shall continue for a period
      of time sufficient to permit the  acceleration of the maturity of any such
      Indebtedness (whether or not such maturity is in fact accelerated), or any
      such Indebtedness shall not be paid when due (whether by demand,  lapse of
      time, acceleration or otherwise);

            (g) any judgment or judgments,  writ or writs or warrant or warrants
      of attachment,  or any similar  process or processes,  shall be entered or
      filed  against  the  Borrower  or any  Subsidiary,  or against  any of its
      Property,  in an aggregate  amount in excess of $2,500,000  (except to the
      extent  fully  covered by  insurance  pursuant  to which the  insurer  has
      accepted liability therefor in writing),  and which remains  undischarged,
      unvacated, unbonded or unstayed for a period of thirty (30) days;

            (h) the Borrower or any Subsidiary,  or any member of its Controlled
      Group,  shall  fail to pay when due an amount or  amounts  aggregating  in
      excess of 5% of Consolidated Tangible Net Worth which it shall have become
      liable to pay to the PBGC or to a Plan under Title IV of ERISA;  or notice
      of intent to terminate a Plan or Plans having  aggregate  Unfunded  Vested
      Liabilities   in  excess  of  5%  of   Consolidated   Tangible  Net  Worth
      (collectively,  a "Material  Plan") shall be filed under Title IV of ERISA
      by the Borrower or any  Subsidiary,  or any other member of its Controlled
      Group, any plan administrator or any combination of the foregoing;  or the
      PBGC shall institute  proceedings  under Title IV of ERISA to terminate or
      to cause a trustee to be appointed to  administer  any Material  Plan or a
      proceeding shall be instituted by a fiduciary of any Material Plan against
      the Borrower or any Subsidiary,  or any member of its Controlled


                                      -50-
<PAGE>

      Group,  to enforce  Section 515 or 4219(c)(5) of ERISA and such proceeding
      shall not have been  dismissed  within thirty (30) days  thereafter;  or a
      condition  shall  exist by reason of which the PBGC would be  entitled  to
      obtain a decree adjudicating that any Material Plan must be terminated;

            (i) any Change of Control shall occur;

            (j)  the  Borrower  or  any   Subsidiary   shall  (i)  have  entered
      involuntarily  against  it an order for  relief  under the  United  States
      Bankruptcy  Code,  as  amended,  (ii) not pay,  or  admit in  writing  its
      inability  to pay, its debts  generally as they become due,  (iii) make an
      assignment for the benefit of creditors,  (iv) apply for, seek, consent to
      or  acquiesce  in, the  appointment  of a  receiver,  custodian,  trustee,
      examiner, liquidator or similar official for it or any substantial part of
      its Property, (v) institute any proceeding seeking to have entered against
      it an order for  relief  under  the  United  States  Bankruptcy  Code,  as
      amended, to adjudicate it insolvent,  or seeking dissolution,  winding up,
      liquidation, reorganization,  arrangement, adjustment or composition of it
      or  its  debts  under  any  law  relating  to  bankruptcy,  insolvency  or
      reorganization  or  relief of  debtors  or fail to file an answer or other
      pleading  denying the material  allegations of any such  proceeding  filed
      against it, (vi) take any corporate  action in  furtherance  of any matter
      described in parts (i) through (v) above, or (vii) fail to contest in good
      faith any appointment or proceeding described in Section 9.1(k) hereof; or

            (k) a custodian,  receiver, trustee, examiner, liquidator or similar
      official  shall be appointed  for the Borrower or any  Subsidiary,  or any
      substantial  part of any of its  Property,  or a  proceeding  described in
      Section  9.1(j)(v)  shall  be  instituted  against  the  Borrower  or  any
      Subsidiary, and such appointment continues undischarged or such proceeding
      continues undismissed or unstayed for a period of sixty (60) days.

      Section 9.2. Non-Bankruptcy Defaults. When any Event of Default other than
those  described in subsection (j) or (k) of Section 9.1 hereof has occurred and
is  continuing,  the  Administrative  Agent  shall,  by  written  notice  to the
Borrower:  (a) if so directed by the Required  Lenders,  terminate the remaining
Revolving Credit  Commitments and all other obligations of the Lenders hereunder
on the date stated in such  notice  (which may be the date  thereof);  (b) if so
directed  by the  Required  Lenders,  declare the  principal  of and the accrued
interest on all outstanding  Notes to be forthwith due and payable and thereupon
all outstanding Notes,  including both principal and interest thereon,  shall be
and become  immediately due and payable  together with all other amounts payable
under the Loan Documents without further demand, presentment,  protest or notice
of any kind;  and (c) if so directed by the  Required  Lenders,  demand that the
Borrower  immediately  pay to the  Administrative  Agent  the full  amount  then
available  for  drawing  under each or any Letter of  Credit,  and the  Borrower
agrees to  immediately  make such payment and  acknowledges  and agrees that the
Lenders would not have an adequate  remedy at law for failure by the Borrower to
honor any such demand and that the Administrative  Agent, for the benefit of the
Lenders,  shall have the right to require the Borrower to  specifically  perform
such  undertaking  whether or not any drawings or other demands for payment have
been made under any Letter of Credit.  The  Administrative  Agent,  after giving
notice to the Borrower


                                      -51-
<PAGE>

pursuant to Section  9.1(c) or this Section 9.2, shall also promptly send a copy
of such notice to the other  Lenders,  but the failure to do so shall not impair
or annul the effect of such notice.

      Section 9.3. Bankruptcy  Defaults.  When any Event of Default described in
subsections  (j) or (k) of Section 9.1 hereof has  occurred  and is  continuing,
then all outstanding  Notes shall  immediately  become due and payable  together
with all other amounts  payable under the Loan  Documents  without  presentment,
demand,  protest or notice of any kind,  the obligation of the Lenders to extend
further credit pursuant to any of the terms hereof shall  immediately  terminate
and the Borrower  shall  immediately  pay to the  Administrative  Agent the full
amount then available for drawing under all outstanding  Letters of Credit,  the
Borrower  acknowledging and agreeing that the Lenders would not have an adequate
remedy at law for failure by the  Borrower to honor any such demand and that the
Lenders,  and the Administrative  Agent on their behalf, shall have the right to
require the Borrower to specifically perform such undertaking whether or not any
draws or other  demands for  payment  have been made under any of the Letters of
Credit.

      Section  9.4.  Collateral  for  Undrawn  Letters  of  Credit.  (a)  If the
prepayment  of the amount  available  for drawing  under any or all  outstanding
Letters of Credit is required  under Section  1.9(b) or under Section 9.2 or 9.3
above, the Borrower shall forthwith pay the amount required to be so prepaid, to
be held by the Administrative Agent as provided in subsection (b) below.

      (b) All amounts prepaid  pursuant to subsection (a) above shall be held by
the Administrative  Agent in one or more separate collateral accounts (each such
account, and the credit balances,  properties,  and any investments from time to
time held therein,  and any substitutions  for such account,  any certificate of
deposit or other instrument  evidencing any of the foregoing and all proceeds of
and earnings on any of the foregoing being  collectively  called the "Collateral
Account") as security for, and for application by the  Administrative  Agent (to
the extent  available) to, the  reimbursement of any payment under any Letter of
Credit then or thereafter made by the  Administrative  Agent, and to the payment
of the unpaid balance of any other Obligations.  The Collateral Account shall be
held in the name of and  subject to the  exclusive  dominion  and control of the
Administrative  Agent for the benefit of the Administrative  Agent, the Lenders,
and the L/C Issuer.  If and when requested by the Borrower,  the  Administrative
Agent shall  invest  funds held in the  Collateral  Account from time to time in
direct obligations of, or obligations the principal of and interest on which are
unconditionally  guaranteed  by, the United  States of America  with a remaining
maturity  of one  year or  less,  provided  that  the  Administrative  Agent  is
irrevocably  authorized to sell investments held in the Collateral  Account when
and as required to make payments out of the Collateral  Account for  application
to amounts due and owing from the Borrower to the L/C Issuer, the Administrative
Agent or the Lenders;  provided,  however,  that if (i) the Borrower  shall have
made payment of all such  obligations  referred to in  subsection  (a) above and
(ii) no  Letters  of  Credit,  Revolving  Credit  Commitments,  Loans  or  other
Obligations remain outstanding  hereunder,  then the Administrative  Agent shall
release to the Borrower any remaining amounts held in the Collateral Account.


                                      -52-
<PAGE>

      Section 9.5. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 9.1(c) hereof  promptly upon being requested to do
so by any Lender and shall thereupon notify all the Lenders thereof.

      Section 9.6.  Expenses.  The Borrower agrees to pay to the  Administrative
Agent and each Lender,  and any other holder of any Note outstanding  hereunder,
all costs and expenses reasonably  incurred or paid by the Administrative  Agent
and such Lender or any such holder,  including  reasonable  attorneys'  fees and
court costs, in connection with any Default or Event of Default  hereunder or in
connection with the enforcement of any of the Loan Documents (including all such
costs and expenses  incurred in connection with any proceeding  under the United
States  Bankruptcy  Code  involving  the Borrower or any  Subsidiary as a debtor
thereunder).

SECTION 10. CHANGE IN CIRCUMSTANCES.

      Section 10.1. Change of Law.  Notwithstanding any other provisions of this
Agreement or any Note, if at any time any change in applicable law or regulation
or in the  interpretation  thereof  makes it unlawful  for any Lender to make or
continue to maintain any  Eurocurrency  Loans or to perform its  obligations  as
contemplated  hereby,  such Lender  shall  promptly  give notice  thereof to the
Borrower and such Lender's  obligations to make or maintain  Eurocurrency  Loans
under this Agreement  shall be suspended until it is no longer unlawful for such
Lender to make or maintain  Eurocurrency  Loans.  The  Borrower  shall prepay on
demand the outstanding principal amount of any such affected Eurocurrency Loans,
together  with all interest  accrued  thereon and all other amounts then due and
payable to such Lender under this Agreement;  provided,  however, subject to all
of the terms and  conditions of this  Agreement,  the Borrower may then elect to
borrow the principal amount of the affected  Eurocurrency Loans from such Lender
by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be
made ratably by the Lenders but only from such affected Lender.

      Section 10.2.  Unavailability  of Deposits or Inability to  Ascertain,  or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurocurrency Loans:

            (a)  the  Administrative  Agent  determines  that  deposits  in  the
      applicable  currency (in the applicable  amounts) are not being offered to
      it in the interbank eurodollar market for such Interest Period, or that by
      reason of circumstances affecting the interbank eurodollar market adequate
      and reasonable means do not exist for  ascertaining the applicable  LIBOR,
      or

            (b) the Required  Lenders advise the  Administrative  Agent that (i)
      LIBOR as determined by the  Administrative  Agent will not  adequately and
      fairly  reflect  the cost to such  Lenders of funding  their  Eurocurrency
      Loans  for such  Interest  Period or (ii) that the  making or  funding  of
      Eurocurrency Loans become impracticable,

then the  Administrative  Agent  shall  forthwith  give  notice  thereof  to the
Borrower and the Lenders,  whereupon until the Administrative Agent notifies the
Borrower that the circumstances


                                      -53-
<PAGE>

giving rise to such  suspension no longer exist,  the obligations of the Lenders
to make Eurocurrency Loans shall be suspended.

      Section 10.3.  Increased Cost and Reduced Return.  (a) If, on or after the
date hereof,  the adoption of any  applicable  law, rule or  regulation,  or any
change therein, or any change in the interpretation or administration thereof by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or administration  thereof,  or compliance by any Lender (or its
Lending  Office) with any request or directive  (whether or not having the force
of law) of any such authority, central bank or comparable agency:

            (i) shall  subject  any Lender (or its  Lending  Office) to any tax,
      duty or other charge with respect to its  Eurocurrency  Loans,  its Notes,
      its  Letter(s)  of  Credit,  or  its  participation  in any  thereof,  any
      Reimbursement   Obligations   owed  to  it  or  its   obligation  to  make
      Eurocurrency  Loans, issue a Letter of Credit, or to participate  therein,
      or shall  change the basis of  taxation  of payments to any Lender (or its
      Lending Office) of the principal of or interest on its Eurocurrency Loans,
      Letter(s) of Credit,  or  participations  therein or any other amounts due
      under  this  Agreement  or any  other  Loan  Document  in  respect  of its
      Eurocurrency Loans,  Letter(s) of Credit, any participation  therein,  any
      Reimbursement   Obligations   owed  to  it,  or  its  obligation  to  make
      Eurocurrency Loans, or issue a Letter of Credit, or acquire participations
      therein  (except  for changes in the rate of tax on the overall net income
      of such Lender or its Lending Office imposed by the  jurisdiction in which
      such Lender's principal executive office or Lending Office is located); or

            (ii) shall impose,  modify or deem  applicable any reserve,  special
      deposit or similar requirement  (including,  without limitation,  any such
      requirement  imposed  by the Board of  Governors  of the  Federal  Reserve
      System,  but  excluding  with respect to any  Eurocurrency  Loans any such
      requirement  included in an applicable  Eurocurrency  Reserve  Percentage)
      against assets of, deposits with or for the account of, or credit extended
      by, any Lender (or its Lending  Office) or shall  impose on any Lender (or
      its  Lending  Office)  or on the  interbank  market  any  other  condition
      affecting its Eurocurrency  Loans, its Notes, its Letter(s) of Credit,  or
      its participation in any thereof, any Reimbursement Obligation owed to it,
      or its  obligation  to make  Eurocurrency  Loans,  or to issue a Letter of
      Credit, or to participate therein;

and the result of any of the  foregoing  is to increase  the cost to such Lender
(or its Lending Office) of making or maintaining any Eurocurrency  Loan, issuing
or maintaining a Letter of Credit,  or participating  therein,  or to reduce the
amount of any sum received or receivable by such Lender (or its Lending  Office)
under this Agreement or under any other Loan Document with respect  thereto,  by
an amount deemed by such Lender to be material,  then,  within fifteen (15) days
after  demand by such  Lender  (with a copy to the  Administrative  Agent),  the
Borrower  shall be  obligated  to pay to such Lender such  additional  amount or
amounts as will compensate such Lender for such increased cost or reduction.

      (b) If,  after the date  hereof,  any Lender or the  Administrative  Agent
shall  have  determined  that  the  adoption  of any  applicable  law,  rule  or
regulation  regarding capital adequacy,


                                      -54-
<PAGE>

or any change therein,  or any change in the  interpretation  or  administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration  thereof,  or compliance by any Lender
(or its  Lending  Office) or any  corporation  controlling  such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority,  central bank or comparable  agency,  has had the
effect of reducing  the rate of return on such  Lender's  or such  corporation's
capital as a  consequence  of its  obligations  hereunder  to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change  or  compliance   (taking  into   consideration  such  Lender's  or  such
corporation's  policies with respect to capital adequacy) by an amount deemed by
such Lender to be  material,  then from time to time,  within  fifteen (15) days
after  demand by such  Lender  (with a copy to the  Administrative  Agent),  the
Borrower  shall pay to such  Lender  such  additional  amount or amounts as will
compensate such Lender for such reduction.

      (c) A certificate  of a Lender  claiming  compensation  under this Section
10.3 and  setting  forth  the  additional  amount  or  amounts  to be paid to it
hereunder  shall be conclusive if reasonably  determined.  In  determining  such
amount, such Lender may use any reasonable averaging and attribution methods.

      Section 10.4.  Lending Offices.  Each Lender may, at its option,  elect to
make its Loans  hereunder at the branch,  office or  affiliate  specified on the
appropriate  signature  page hereof  (each a "Lending  Office") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
as it may from time to time  elect  and  designate  in a  written  notice to the
Borrower and the Administrative Agent.

      Section   10.5.   Discretion   of  Lender   as  to   Manner  of   Funding.
Notwithstanding  any other  provision  of this  Agreement,  each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans in any
manner it sees fit, it being understood,  however, that for the purposes of this
Agreement all determinations  hereunder with respect to Eurocurrency Loans shall
be made as if each Lender had actually funded and maintained  each  Eurocurrency
Loan through the purchase of deposits in the interbank  eurodollar market having
a maturity corresponding to such Loan's Interest Period, and bearing an interest
rate equal to LIBOR for such Interest Period.

SECTION 11. THE ADMINISTRATIVE AGENT.

      Section 11.1.  Appointment and Authorization of Administrative Agent. Each
Lender hereby appoints Harris Trust and Savings Bank as the Administrative Agent
under the Loan Documents and hereby authorizes the Administrative  Agent to take
such action as  Administrative  Agent on its behalf and to exercise  such powers
under the Loan  Documents as are  delegated to the  Administrative  Agent by the
terms thereof,  together with such powers as are reasonably  incidental thereto.
The Lenders  expressly  agree that the  Administrative  Agent is not acting as a
fiduciary  of the  Lenders in respect of the Loan  Documents,  the  Borrower  or
otherwise, and nothing herein or in any of the other Loan Documents shall result
in any duties or obligations on the  Administrative  Agent or any of the Lenders
except as expressly set forth herein.


                                      -55-
<PAGE>

      Section 11.2. Administrative Agent and its Affiliates.  The Administrative
Agent shall have the same rights and powers under this  Agreement  and the other
Loan  Documents as any other Lender and may exercise or refrain from  exercising
such rights and power as though it were not the  Administrative  Agent,  and the
Administrative Agent and its affiliates may accept deposits from, lend money to,
and generally  engage in any kind of business with the Borrower or any Affiliate
of the  Borrower  as if it were  not the  Administrative  Agent  under  the Loan
Documents.  The term  "Lender" as used  herein and in all other Loan  Documents,
unless the context otherwise clearly requires, includes the Administrative Agent
in its  individual  capacity as a Lender.  References in Section 1 hereof to the
Administrative Agent's Loans, or to the amount owing to the Administrative Agent
for which an  interest  rate is being  determined,  refer to the  Administrative
Agent in its individual capacity as a Lender.

      Section 11.3. Action by Administrative  Agent. If the Administrative Agent
receives from the Borrower a written  notice of an Event of Default  pursuant to
Section 8.5 hereof,  the  Administrative  Agent shall  promptly give each of the
Lenders written notice  thereof.  The  obligations of the  Administrative  Agent
under the Loan  Documents are only those  expressly set forth  therein.  Without
limiting the generality of the foregoing,  the Administrative Agent shall not be
required to take any action  hereunder  with  respect to any Default or Event of
Default,  except as expressly provided in Sections 9.2 and 9.5. Unless and until
the Required  Lenders give such  direction,  the  Administrative  Agent may (but
shall not be obligated  to) take or refrain from taking such actions as it deems
appropriate and in the best interest of all the Lenders.  In no event,  however,
shall the  Administrative  Agent be required to take any action in  violation of
applicable law or of any provision of any Loan Document,  and the Administrative
Agent  shall in all cases be fully  justified  in  failing  or  refusing  to act
hereunder or under any other Loan Document  unless it first receives any further
assurances  of its  indemnification  from  the  Lenders  that  it  may  require,
including  prepayment  of any  related  expenses  and any  other  protection  it
requires against any and all costs, expense, and liability which may be incurred
by it  by  reason  of  taking  or  continuing  to  take  any  such  action.  The
Administrative  Agent  shall be  entitled  to assume that no Default or Event of
Default  exists  unless  notified in writing to the  contrary by a Lender or the
Borrower.  In  all  cases  in  which  the  Loan  Documents  do not  require  the
Administrative  Agent to take specific action, the Administrative Agent shall be
fully  justified  in using its  discretion  in  failing to take or in taking any
action  thereunder.  Any instructions of the Required  Lenders,  or of any other
group of Lenders called for under the specific provisions of the Loan Documents,
shall be binding upon all the Lenders and the holders of the Obligations.

      Section 11.4.  Consultation  with Experts.  The  Administrative  Agent may
consult with legal counsel,  independent public  accountants,  and other experts
selected  by it and shall not be liable  for any  action  taken or omitted to be
taken  by it in good  faith  in  accordance  with the  advice  of such  counsel,
accountants or experts.

      Section 11.5. Liability of Administrative Agent; Credit Decision.  Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or not taken by it in  connection  with the
Loan Documents:  (i) with the consent or at the request of the Required  Lenders
or (ii) in the  absence  of its own  gross  negligence  or  willful  misconduct.
Neither the Administrative Agent nor any of its directors,  officers,  agents or
employees shall be responsible  for or have any duty to ascertain,  inquire into
or verify: (i) any


                                      -56-
<PAGE>

statement,  warranty or  representation  made in connection with this Agreement,
any other Loan Document or any Credit Event;  (ii) the performance or observance
of any  of the  covenants  or  agreements  of  the  Borrower  or any  Subsidiary
contained  herein or in any other Loan Document;  (iii) the  satisfaction of any
condition specified in Section 7 hereof,  except receipt of items required to be
delivered to the  Administrative  Agent;  or (iv) the  validity,  effectiveness,
genuineness,  enforceability,  perfection, value, worth or collectibility hereof
or of any other Loan Document or of any other documents or writing  furnished in
connection  with  any  Loan  Document;  and the  Administrative  Agent  makes no
representation  of any  kind  or  character  with  respect  to any  such  matter
mentioned  in this  sentence.  The  Administrative  Agent may execute any of its
duties under any of the Loan  Documents  by or through  employees,  agents,  and
attorneys-in-fact  and shall not be answerable to the Lenders, the Borrower,  or
any  other  Person  for  the  default  or  misconduct  of  any  such  agents  or
attorneys-in-fact  selected with reasonable care. The Administrative Agent shall
not  incur  any  liability  by  acting in  reliance  upon any  notice,  consent,
certificate,  other document or statement  (whether written or oral) believed by
it to be genuine or to be sent by the proper party or parties. In particular and
without limiting any of the foregoing,  the  Administrative  Agent shall have no
responsibility  for  confirming  the accuracy of any  compliance  certificate or
other  document  or  instrument  received  by it under the Loan  Documents.  The
Administrative Agent may treat the payee of any Note as the holder thereof until
written notice of transfer shall have been filed with the  Administrative  Agent
signed by such payee in form  satisfactory  to the  Administrative  Agent.  Each
Lender  acknowledges  that it has  independently  and  without  reliance  on the
Administrative  Agent or any  other  Lender,  and based  upon such  information,
investigations  and  inquiries  as it deems  appropriate,  made  its own  credit
analysis and  decision to extend  credit to the Borrower in the manner set forth
in the Loan  Documents.  It shall be the  responsibility  of each Lender to keep
itself informed as to the creditworthiness of the Borrower and its Subsidiaries,
and the Administrative  Agent shall have no liability to any Lender with respect
thereto.

      Section 11.6.  Indemnity.  The Lenders shall ratably,  in accordance  with
their respective  Percentages,  indemnify and hold the Administrative Agent, and
its directors,  officers,  employees,  agents, and representatives harmless from
and against any liabilities,  losses,  costs or expenses suffered or incurred by
it under any Loan Document or in connection with the  transactions  contemplated
thereby,  regardless of when asserted or arising,  except to the extent they are
promptly  reimbursed  for the same by the Borrower and except to the extent that
any event giving rise to a claim was caused by the gross  negligence  or willful
misconduct  of the party  seeking  to be  indemnified.  The  obligations  of the
Lenders under this Section  shall survive  termination  of this  Agreement.  The
Administrative  Agent  shall be  entitled  to offset  amounts  received  for the
account of a Lender under this  Agreement  against  unpaid amounts due from such
Lender  to  the   Administrative   Agent  hereunder   (whether  as  fundings  of
participations,  indemnities or otherwise),  but shall not be entitled to offset
against amounts owed to the  Administrative  Agent by any Lender arising outside
of this Agreement and the other Loan Documents.

      Section  11.7.   Resignation  and  Removal  of  Administrative  Agent  and
Successor  Administrative Agent. The Administrative Agent may resign at any time
by  giving  written  notice  thereof  to  the  Lenders  and  the  Borrower.  The
Administrative Agent may be removed at any time with or without cause by written
notice  received by the  Administrative  Agent from the Required  Lenders,  such
removal to be effective on the date specified by the Required Lenders.  Upon any


                                      -57-
<PAGE>

such  resignation or removal of the  Administrative  Agent, the Required Lenders
shall  have  the  right to  appoint  a  successor  Administrative  Agent.  If no
successor  Administrative  Agent shall have been so  appointed  by the  Required
Lenders, and shall have accepted such appointment, within thirty (30) days after
the  retiring  Administrative  Agent's  giving of notice of  resignation  or the
removed  Administrative Agent's receipt of notice from the Required Lenders then
the  retiring or removed  Administrative  Agent may,  on behalf of the  Lenders,
appoint a successor  Administrative  Agent, which may be any Lender hereunder or
any commercial  bank organized under the laws of the United States of America or
of any State  thereof  and having a  combined  capital  and  surplus of at least
$200,000,000. Upon the acceptance of its appointment as the Administrative Agent
hereunder,  such successor  Administrative  Agent shall thereupon succeed to and
become  vested  with all the  rights  and  duties  of the  retiring  or  removed
Administrative  Agent  under the Loan  Documents,  and the  retiring  or removed
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
thereunder.  After any retiring or removed Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 11 and
all protective provisions of the other Loan Documents shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent,  but no  successor  Administrative  Agent shall in any event be liable or
responsible  for any actions of its  predecessor.  If the  Administrative  Agent
resigns or is removed and no successor is appointed,  the rights and obligations
of such  Administrative  Agent shall be  automatically  assumed by the  Required
Lenders and the Borrower  shall be directed to make all payments due each Lender
hereunder directly to such Lender.

      Section  11.8.  L/C  Issuer.  The L/C  Issuer  shall  act on behalf of the
Lenders  with  respect to any Letters of Credit  issued by it and the  documents
associated  therewith.  The  L/C  Issuer  shall  have  all of the  benefits  and
immunities  (i)  provided to the  Administrative  Agent in this  Section 11 with
respect to any acts taken or omissions  suffered by the L/C Issuer in connection
with  Letters  of  Credit  issued by it or  proposed  to be issued by it and the
Applications  pertaining  to such  Letters  of  Credit  as  fully as if the term
"Administrative Agent", as used in this Section 11, included the L/C Issuer with
respect to such acts or  omissions  and (ii) as  additionally  provided  in this
Agreement with respect to such L/C Issuer.

      Section 11.9.  Hedging  Liability and Funds  Transfer and Deposit  Account
Liability  Arrangements.  By virtue of a Lender's execution of this Agreement or
an assignment  agreement  pursuant to Section 13.12 hereof,  as the case may be,
any  Affiliate  of such Lender  with whom the  Borrower  or any  Subsidiary  has
entered  into an agreement  creating  Hedging  Liability  or Funds  Transfer and
Deposit Account  Liability shall be deemed a Lender party hereto for purposes of
any  reference  in a Loan  Document to the  parties for whom the  Administrative
Agent is acting,  it being understood and agreed that the rights and benefits of
such Affiliate under the Loan Documents consist  exclusively of such Affiliate's
right to share in payments and  collections  out of the Guaranties as more fully
set forth in Section 3.1 hereof.  In connection  with any such  distribution  of
payments and collections,  the Administrative  Agent shall be entitled to assume
no  amounts  are due to any  Lender or its  Affiliate  with  respect  to Hedging
Liability or Funds Transfer and Deposit Account Liability unless such Lender has
notified the Administrative Agent in writing of the amount of any such liability
owed to it or its Affiliate prior to such distribution.


                                      -58-
<PAGE>

       Section 11.10. Designation of Additional Agents. The Administrative Agent
shall have the continuing  right, for purposes hereof, at any time and from time
to time to designate one or more of the Lenders (and/or its or their Affiliates)
as  "syndication   agents,"   "documentation   agents,"  "arrangers,"  or  other
designations for purposes hereto, but such designation shall have no substantive
effect,  and such Lenders and their Affiliates shall have no additional  powers,
duties or responsibilities as a result thereof.

SECTION 12. THE GUARANTEES.

      Section 12.1. The Guarantees. To induce the Lenders to provide the credits
described  herein and in  consideration  of  benefits  expected to accrue to the
Borrower by reason of the Revolving  Credit  Commitments  and for other good and
valuable consideration, receipt of which is hereby acknowledged, each Subsidiary
party hereto (including any Subsidiary formed or acquired after the Closing Date
executing an Additional  Guarantor  Supplement  in the form  attached  hereto as
Exhibit G or such other form  acceptable  to the  Administrative  Agent)  hereby
unconditionally   and  irrevocably   guarantee  jointly  and  severally  to  the
Administrative  Agent, the Lenders,  and their Affiliates,  the due and punctual
payment of all  present and future  Obligations,  Hedging  Liability,  and Funds
Transfer and Deposit Account Liability,  including,  but not limited to, the due
and  punctual   payment  of  principal  of  and  interest  on  the  Notes,   the
Reimbursement  Obligations,  and the  due  and  punctual  payment  of all  other
Obligations  now or hereafter  owed by the Borrower under the Loan Documents and
the due and punctual  payment of all Hedging  Liability  and Funds  Transfer and
Deposit  Account  Liability,  in each case as and when the same shall become due
and  payable,  whether  at  stated  maturity,  by  acceleration,  or  otherwise,
according to the terms hereof and thereof (including interest which, but for the
filing  of a  petition  in  bankruptcy,  would  otherwise  accrue  on  any  such
indebtedness,  obligation,  or liability). In case of failure by the Borrower or
other obligor  punctually to pay any Obligations,  Hedging  Liability,  or Funds
Transfer and Deposit Account Liability  guaranteed hereby, each Guarantor hereby
unconditionally  agrees to make such payment or to cause such payment to be made
punctually as and when the same shall become due and payable,  whether at stated
maturity, by acceleration, or otherwise, and as if such payment were made by the
Borrower or such obligor.

      Section 12.2. Guarantee  Unconditional.  The obligations of each Guarantor
under this Section 12 shall be unconditional  and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged, or otherwise
affected by:

            (a) any  extension,  renewal,  settlement,  compromise,  waiver,  or
      release in respect of any  obligation  of the Borrower or other obligor or
      of any other  guarantor under this Agreement or any other Loan Document or
      by operation of law or otherwise;

            (b) any modification or amendment of or supplement to this Agreement
      or any other Loan Document or any agreement  relating to Hedging Liability
      or Funds Transfer and Deposit Account Liability;

            (c) any change in the corporate existence,  structure,  or ownership
      of,  or any  insolvency,  bankruptcy,  reorganization,  or  other  similar
      proceeding affecting,  the Borrower or other obligor, any other guarantor,
      or any of their respective  assets,  or any


                                      -59-
<PAGE>

      resulting  release or discharge of any obligation of the Borrower or other
      obligor or of any other guarantor contained in any Loan Document;

            (d) the existence of any claim,  set-off,  or other rights which the
      Borrower  or other  obligor  or any other  guarantor  may have at any time
      against the Administrative Agent, any Lender, or any other Person, whether
      or not arising in connection herewith;

            (e) any failure to assert,  or any assertion of, any claim or demand
      or any exercise of, or failure to exercise, any rights or remedies against
      the Borrower or other obligor, any other guarantor, or any other Person or
      Property;

            (f) any  application  of any sums by  whomsoever  paid or  howsoever
      realized to any obligation of the Borrower or other obligor, regardless of
      what obligations of the Borrower or other obligor remain unpaid;

            (g) any  invalidity or  unenforceability  relating to or against the
      Borrower or other  obligor or any other  guarantor  for any reason of this
      Agreement  or of any other Loan  Document  or any  agreement  relating  to
      Hedging  Liability or Funds Transfer and Deposit Account  Liability or any
      provision  of  applicable  law or  regulation  purporting  to prohibit the
      payment by the  Borrower or other  obligor or any other  guarantor  of the
      principal of or interest on any Note or any  Reimbursement  Obligation  or
      any  other  amount  payable  under  the Loan  Documents  or any  agreement
      relating  to Hedging  Liability  or Funds  Transfer  and  Deposit  Account
      Liability; or

            (h) any  other  act or  omission  to act or delay of any kind by the
      Administrative  Agent,  any  Lender,  or any  other  Person  or any  other
      circumstance  whatsoever  that  might,  but  for  the  provisions  of this
      paragraph, constitute a legal or equitable discharge of the obligations of
      any Guarantor under this Section 12.

      Section  12.3.  Discharge  Only upon  Payment  in Full;  Reinstatement  in
Certain Circumstances.  Each Guarantor's obligations under this Section 12 shall
remain in full force and  effect  until the  Revolving  Credit  Commitments  are
terminated,  all  Letters  of Credit  have  expired,  and the  principal  of and
interest  on the Notes and all other  amounts  payable by the  Borrower  and the
Guarantors  under this  Agreement  and all other  Loan  Documents  and,  if then
outstanding  and unpaid,  all Hedging  Liability and Funds  Transfer and Deposit
Account  Liability  shall have been paid in full.  If at any time any payment of
the principal of or interest on any Note or any Reimbursement  Obligation or any
other amount payable by the Borrower or other obligor or any Guarantor under the
Loan Documents or any agreement  relating to Hedging Liability or Funds Transfer
and Deposit  Account  Liability is  rescinded  or must be otherwise  restored or
returned upon the insolvency,  bankruptcy,  or reorganization of the Borrower or
other obligor or of any guarantor,  or otherwise,  each Guarantor's  obligations
under this Section 12 with respect to such payment  shall be  reinstated at such
time as though such payment had become due but had not been made at such time.

      Section 12.4. Subrogation.  Each Guarantor agrees it will not exercise any
rights which it may acquire by way of subrogation by any payment made hereunder,
or otherwise,  until all the


                                      -60-
<PAGE>

Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
shall have been paid in full  subsequent to the termination of all the Revolving
Credit  Commitments and expiration of all Letters of Credit. If any amount shall
be paid to a Guarantor on account of such  subrogation  rights at any time prior
to the later of (x) the payment in full of the Obligations,  Hedging  Liability,
and Funds Transfer and Deposit  Account  Liability and all other amounts payable
by the Borrower  hereunder and the other Loan Documents and (y) the  termination
of the Revolving  Credit  Commitments  and  expiration of all Letters of Credit,
such amount shall be held in trust for the benefit of the  Administrative  Agent
and the  Lenders  (and  their  Affiliates)  and shall  forthwith  be paid to the
Administrative Agent for the benefit of the Lenders (and their Affiliates) or be
credited and applied upon the Obligations, Hedging Liability, and Funds Transfer
and Deposit Account Liability,  whether matured or unmatured, in accordance with
the terms of this Agreement.

      Section  12.5.  Waivers.  Each  Guarantor  irrevocably  waives  acceptance
hereof, presentment, demand, protest, and any notice not provided for herein, as
well  as  any  requirement  that  at  any  time  any  action  be  taken  by  the
Administrative  Agent,  any Lender,  or any other Person against the Borrower or
other obligor, another guarantor, or any other Person.

      Section  12.6.  Limit on  Recovery.  Notwithstanding  any other  provision
hereof, the right of recovery against each Guarantor under this Section 12 shall
not exceed the lowest  amount  which would render such  Guarantor's  obligations
under this Section 12 void or voidable under applicable law, including,  without
limitation, fraudulent conveyance law minus $1.00.

      Section  12.7.  Stay of  Acceleration.  If  acceleration  of the  time for
payment  of any amount  payable  by the  Borrower  or other  obligor  under this
Agreement or any other Loan Document, or under any agreement relating to Hedging
Liability or Funds Transfer and Deposit  Account  Liability,  is stayed upon the
insolvency,  bankruptcy or reorganization  of the Borrower or such obligor,  all
such amounts otherwise subject to acceleration under the terms of this Agreement
or the  other  Loan  Documents,  or under  any  agreement  relating  to  Hedging
Liability or Funds Transfer and Deposit Account Liability,  shall nonetheless be
payable by the Guarantors  hereunder  forthwith on demand by the  Administrative
Agent made at the request of the Required Lenders.

      Section 12.8.  Benefit to Guarantors.  The Borrower and the Guarantors are
engaged  in  related  businesses  and  integrated  to such an  extent  that  the
financial  strength and  flexibility  of the Borrower has a direct impact on the
success of each  Guarantor.  Each Guarantor will derive  substantial  direct and
indirect benefit from the extensions of credit hereunder.

      Section 12.9. Guarantor  Covenants.  Each Guarantor shall take such action
as the Borrower is required by this  Agreement to cause such  Guarantor to take,
and shall  refrain  from taking such action as the  Borrower is required by this
Agreement to prohibit such Guarantor from taking.


                                      -61-
<PAGE>

SECTION 13. MISCELLANEOUS.

      Section 13.1. Withholding Taxes. (a) Payments Free of Withholding.  Except
as otherwise required by law and subject to Section 13.1(b) hereof, each payment
by the  Borrower  and the  Guarantors  under  this  Agreement  or the other Loan
Documents shall be made without  withholding for or on account of any present or
future taxes (other than overall net income taxes on the  recipient)  imposed by
or within the jurisdiction in which the Borrower or such Guarantor is domiciled,
any jurisdiction from which the Borrower or such Guarantor makes any payment, or
(in each case) any political subdivision or taxing authority thereof or therein.
If any such  withholding is so required,  the Borrower or such  Guarantor  shall
make the  withholding,  pay the amount withheld to the appropriate  governmental
authority  before  penalties  attach thereto or interest  accrues  thereon,  and
forthwith pay such additional  amount as may be necessary to ensure that the net
amount actually  received by each Lender and the  Administrative  Agent free and
clear of such taxes (including such taxes on such additional amount) is equal to
the amount  which that Lender or the  Administrative  Agent (as the case may be)
would have received had such  withholding  not been made. If the  Administrative
Agent or any Lender pays any amount in respect of any such taxes,  penalties  or
interest,  the Borrower or such  Guarantor  shall  reimburse the  Administrative
Agent or such  Lender for that  payment on demand in the  currency in which such
payment  was  made.  If the  Borrower  or such  Guarantor  pays any such  taxes,
penalties or interest,  it shall deliver  official tax receipts  evidencing that
payment or certified  copies  thereof to the Lender or  Administrative  Agent on
whose account such withholding was made (with a copy to the Administrative Agent
if not the  recipient  of the  original)  on or before the  thirtieth  day after
payment.

      (b) U.S.  Withholding  Tax  Exemptions.  Each  Lender that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the  Borrower and the  Administrative  Agent on or before the date the
initial  Credit Event is made  hereunder or, if later,  the date such  financial
institution becomes a Lender hereunder,  two duly completed and signed copies of
(i) either Form W-8 BEN  (relating to such Lender and entitling it to a complete
exemption from withholding  under the Code on all amounts to be received by such
Lender,  including fees,  pursuant to the Loan Documents and the Obligations) or
Form W-8 ECI  (relating to all amounts to be received by such Lender,  including
fees,  pursuant to the Loan Documents and the  Obligations) of the United States
Internal  Revenue  Service or (ii) solely if such  Lender is claiming  exemption
from United States  withholding  tax under Section  871(h) or 881(c) of the Code
with  respect  to  payments  of  "portfolio  interest",  a Form W-8 BEN,  or any
successor form  prescribed by the Internal  Revenue  Service,  and a certificate
representing  that such Lender is not a bank for  purposes of Section  881(c) of
the Code,  is not a  10-percent  shareholder  (within  the  meaning  of  Section
871(h)(3)(B)  of the  Code)  of the  Borrower  and is not a  controlled  foreign
corporation  related to the Borrower (within the meaning of Section 864(d)(4) of
the Code).  Thereafter  and from time to time,  each Lender  shall submit to the
Borrower and the Administrative  Agent such additional duly completed and signed
copies of one or the other of such  Forms (or such  successor  forms as shall be
adopted from time to time by the relevant United States taxing  authorities) and
such other  certificates  as may be (i)  requested  by the Borrower in a written
notice,  directly or through the  Administrative  Agent, to such Lender and (ii)
required under then-current  United States law or regulations to avoid or reduce
United  States  withholding  taxes on  payments  in respect of all amounts to be
received by such Lender,


                                      -62-
<PAGE>

including  fees,  pursuant to the Loan  Documents or the  Obligations.  Upon the
request of the  Borrower  or the  Administrative  Agent,  each  Lender that is a
United  States  person (as such term is defined  in Section  7701(a)(30)  of the
Code) shall submit to the Borrower and the Administrative Agent a certificate to
the effect that it is such a United States person.

      (c) Inability of Lender to Submit Forms.  If any Lender  determines,  as a
result of any change in applicable law, regulation or treaty, or in any official
application  or  interpretation  thereof,  that it is  unable  to  submit to the
Borrower or the Administrative Agent any form or certificate that such Lender is
obligated to submit pursuant to subsection (b) of this Section 13.1 or that such
Lender is required to withdraw or cancel any such form or certificate previously
submitted  or any such form or  certificate  otherwise  becomes  ineffective  or
inaccurate,  such Lender shall promptly  notify the Borrower and  Administrative
Agent of such fact and the  Lender  shall to that  extent  not be  obligated  to
provide any such form or certificate  and will be entitled to withdraw or cancel
any affected form or certificate, as applicable.

      Section 13.2. No Waiver,  Cumulative Remedies.  No delay or failure on the
part of the  Administrative  Agent or any Lender or on the part of the holder or
holders of any of the  Obligations  in the  exercise of any power or right under
any Loan Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise of any power or right preclude
any other or further  exercise  thereof or the  exercise  of any other  power or
right.  The rights and  remedies  hereunder  of the  Administrative  Agent,  the
Lenders and of the holder or holders of any of the  Obligations  are  cumulative
to,  and not  exclusive  of,  any  rights or  remedies  which any of them  would
otherwise have.

      Section 13.3.  Non-Business Days. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount  shall be due and payable on the next  scheduled  date for the payment of
interest.

      Section 13.4.  Documentary Taxes. The Borrower agrees to pay on demand any
documentary,  stamp or similar taxes payable in respect of this Agreement or any
other Loan Document,  including  interest and  penalties,  in the event any such
taxes are assessed,  irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

      Section  13.5.  Survival  of  Representations.   All  representations  and
warranties  made herein or in any other Loan Document or in  certificates  given
pursuant  hereto or thereto  shall  survive the  execution  and delivery of this
Agreement  and the other Loan  Documents,  and shall  continue in full force and
effect with respect to the date as of which they were made as long as any credit
is in use or available hereunder.

      Section  13.6.   Survival  of  Indemnities.   All  indemnities  and  other
provisions  relative to  reimbursement  to the Lenders of amounts  sufficient to
protect  the yield of the  Lenders  with


                                      -63-
<PAGE>

respect to the Loans and  Letters  of Credit,  including,  but not  limited  to,
Sections  1.11,  10.3, and 13.15 hereof,  shall survive the  termination of this
Agreement and the other Loan Documents and the payment of the Obligations.

      Section  13.7.  Sharing of  Set-Off.  Each  Lender  agrees with each other
Lender a party hereto that if such Lender shall  receive and retain any payment,
whether by set-off or  application of deposit  balances or otherwise,  on any of
the  Loans or  Reimbursement  Obligations  in  excess  of its  ratable  share of
payments on all such  Obligations  then  outstanding  to the Lenders,  then such
Lender shall purchase for cash at face value, but without recourse, ratably from
each of the other Lenders such amount of the Loans or Reimbursement Obligations,
or participations therein, held by each such other Lenders (or interest therein)
as shall be necessary to cause such Lender to share such excess payment  ratably
with all the other Lenders; provided, however, that if any such purchase is made
by any  Lender,  and if such  excess  payment  or  part  thereof  is  thereafter
recovered  from such  purchasing  Lender,  the related  purchases from the other
Lenders  shall be rescinded  ratably and the purchase  price  restored as to the
portion of such excess payment so recovered,  but without interest. For purposes
of this  Section,  amounts owed to or recovered by the L/C Issuer in  connection
with Reimbursement Obligations in which Lenders have been required to fund their
participation shall be treated as amounts owed to or recovered by the L/C Issuer
as a Lender hereunder.

      Section 13.8.  Notices.  Except as otherwise specified herein, all notices
hereunder  and under the other Loan  Documents  shall be in writing  (including,
without limitation, notice by telecopy) and shall be given to the relevant party
at its address or  telecopier  number set forth below,  or such other address or
telecopier  number  as  such  party  may  hereafter  specify  by  notice  to the
Administrative  Agent  and the  Borrower  given by  courier,  by  United  States
certified or registered mail, by telecopy or by other  telecommunication  device
capable of  creating a written  record of such notice and its  receipt.  Notices
under the Loan  Documents to the Lenders and the  Administrative  Agent shall be
addressed to their respective  addresses or telecopier  numbers set forth on the
signature pages hereof, and to the Borrower or any Guarantor to:

                     AMCOL International Corporation
                     1500 West Shure Drive, 5th Floor
                     Arlington Heights, Illinois  60004-7803
                     Attention:       Gary Castagna
                     Telephone:       (847) 506-6171
                     Telecopy:        (847) 577-4476

Each such notice, request or other communication shall be effective (i) if given
by  telecopier,  when such  telecopy is  transmitted  to the  telecopier  number
specified in this Section or on the signature pages hereof and a confirmation of
such  telecopy  has been  received by the sender,  (ii) if given by mail, 5 days
after such communication is deposited in the mail,  certified or registered with
return receipt requested,  addressed as aforesaid or (iii) if given by any other
means,  when  delivered  at the  addresses  specified  in this Section or on the
signature  pages hereof;  provided  that any notice given  pursuant to Section 1
hereof shall be effective only upon receipt.


                                      -64-
<PAGE>

      Section 13.9.  Counterparts.  This Agreement may be executed in any number
of  counterparts,  and by the different  parties hereto on separate  counterpart
signature  pages,  and all such  counterparts  taken together shall be deemed to
constitute one and the same instrument.

      Section  13.10.  Successors and Assigns.  This Agreement  shall be binding
upon the Borrower and the Guarantors and their successors and assigns, and shall
inure to the benefit of the Administrative Agent and each of the Lenders and the
benefit of their  respective  successors  and assigns,  including any subsequent
holder of any of the Obligations. The Borrower and the Guarantors may not assign
any of their rights or obligations  under any Loan Document  without the written
consent of all of the Lenders.

      Section 13.11.  Participants.  Each Lender shall have the right at its own
cost to grant  participations  (to be  evidenced  by one or more  agreements  or
certificates of participation)  in the Loans made and Reimbursement  Obligations
and/or Revolving Credit Commitment held by such Lender at any time and from time
to time to one or more other Persons;  provided that no such participation shall
relieve  any  Lender  of any of  its  obligations  under  this  Agreement,  and,
provided,  further  that no such  participant  shall have any rights  under this
Agreement except as provided in this Section, and the Administrative Agent shall
have no obligation or responsibility to such participant. Any agreement pursuant
to which such  participation  is granted shall provide that the granting  Lender
shall retain the sole right and responsibility to enforce the obligations of the
Borrower under this Agreement and the other Loan  Documents  including,  without
limitation,  the right to approve any amendment,  modification  or waiver of any
provision of the Loan  Documents,  except that such  agreement  may provide that
such Lender will not agree to any modification,  amendment or waiver of the Loan
Documents that would reduce the amount of or postpone any fixed date for payment
of any Obligation in which such participant has an interest.  Any party to which
such a  participation  has been granted  shall have the benefits of Section 1.12
and Section 10.3 hereof. The Borrower  authorizes each Lender to disclose to any
participant or prospective participant under this Section any financial or other
information pertaining to the Borrower or any Subsidiary.

      Section  13.12.  Assignments.  (a) Each Lender shall have the right at any
time, with the prior consent of the  Administrative  Agent (and the L/C Issuers,
if other than the Administrative Agent) and, so long as no Event of Default then
exists,  the Borrower  (which consent of the Borrower shall not be  unreasonably
withheld) to sell,  assign,  transfer or negotiate all or any part of its rights
and obligations under the Loan Documents  (including,  without  limitation,  the
indebtedness evidenced by the Notes then held by such assigning Lender, together
with an equivalent percentage of its obligation to make Loans and participate in
Letters  of  Credit)  to  one  or  more  commercial  banks  or  other  financial
institutions  or investors,  provided that,  unless  otherwise  agreed to by the
Administrative Agent, such assignment shall be of a fixed percentage (and not by
its  terms  of  varying   percentage)  of  the  assigning  Lender's  rights  and
obligations under the Loan Documents;  provided,  however, that in order to make
any such  assignment  (i) unless the  assigning  Lender is assigning  all of its
Revolving  Credit  Commitment,  outstanding  Loans and  interests  in Letters of
Credit  Obligations,  the assigning  Lender shall retain at least  $5,000,000 in
unused Revolving Credit  Commitment,  outstanding Loans and interests in Letters
of Credit,  (ii) the assignee Lender shall have a Revolving  Credit  Commitment,
outstanding  Loans and  interests  in Letters of Credit of at least  $5,000,000,
(iii)  each  such  assignment   shall  be


                                      -65-
<PAGE>

evidenced by a written  agreement  (substantially in the form attached hereto as
Exhibit G or in such other form acceptable to the Administrative Agent) executed
by such assigning Lender,  such assignee Lender or Lenders,  the  Administrative
Agent (and the L/C  Issuers,  if other than the  Administrative  Agent)  and, if
required as provided above, the Borrower,  which agreement shall specify in each
instance the portion of the Obligations which are to be assigned to the assignee
Lender and the  portion of the  Revolving  Credit  Commitment  of the  assigning
Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall
pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket
attorneys' fees and expenses incurred by the Administrative  Agent in connection
with any such assignment agreement.  Any such assignee shall become a Lender for
all  purposes  hereunder to the extent of the rights and  obligations  under the
Loan  Documents it assumes and the  assigning  Lender shall be released from its
obligations,  and will have released its rights, under the Loan Documents to the
extent of such assignment. The address for notices to such assignee Lender shall
be as specified in the assignment  agreement  executed by it.  Promptly upon the
effectiveness of any such assignment  agreement,  the Borrower shall execute and
deliver a Note to the assignee Lender (all such Notes to constitute  "Notes" for
all  purposes of the Loan  Documents).  The Borrower  authorizes  each Lender to
disclose to any purchaser or  prospective  purchaser of an interest in the Loans
and interest in Letters of Credit owed to it or its Revolving Credit  Commitment
under this Section any financial or other information pertaining to the Borrower
or any Subsidiary.

      (b) Any Lender may at any time pledge or grant a security  interest in all
or any portion of its rights under this Agreement to secure  obligations of such
Lender,  including any such pledge or grant to a Federal  Reserve Bank, and this
Section  shall not apply to any such  pledge  or grant of a  security  interest;
provided  that no such pledge or grant of a security  interest  shall  release a
Lender from any of its  obligations  hereunder or substitute any such pledgee or
secured party for such Lender as a party hereto; provided further,  however, the
right of any such pledgee or grantee  (other than any Federal  Reserve  Bank) to
further  transfer  all or any  portion of the  rights  pledged or granted to it,
whether by means of foreclosure  or otherwise,  shall be at all times subject to
the terms of this Agreement.

      Section  13.13.  Amendments.  Any provision of this Agreement or the other
Loan  Documents  may be amended or waived if,  but only if,  such  amendment  or
waiver  is in  writing  and is  signed  by (a) the  Borrower,  (b) the  Required
Lenders,  and (c) if the rights or duties of the Administrative Agent or the L/C
Issuer are affected  thereby,  the  Administrative  Agent or such L/C Issuer, as
applicable; provided that:

            (i) no amendment or waiver  pursuant to this Section 13.13 shall (A)
      increase the Revolving Credit Commitment of any Lender without the consent
      of such  Lender or (B) reduce the amount of or  postpone  the date for any
      scheduled  payment of any  principal  of or interest on any Loan or of any
      Reimbursement  Obligation  or of any fee  payable  hereunder  without  the
      consent  of the  Lender  to which  such  payment  is  owing  or which  has
      committed to make such Loan or Letter of Credit (or  participate  therein)
      hereunder;

            (ii) no  amendment or waiver  pursuant to this Section  13.13 shall,
      unless signed by each Lender,  change the definitions of Revolving  Credit
      Termination  Date or  Required  Lenders,  change  the  provisions  of this
      Section  13.13,  release  any  material


                                      -66-
<PAGE>

      guarantor  (except as otherwise  provided for in the Loan  Documents),  or
      affect the  number of Lenders  required  to take any action  hereunder  or
      under any other Loan Document; and

            (iii) no  amendment  to Section 12 hereof  shall be made without the
      consent of the Guarantor(s) affected thereby.

      Section 13.14.  Headings.  Section headings used in this Agreement are for
reference only and shall not affect the construction of this Agreement.

      Section 13.15. Costs and Expenses; Indemnification. The Borrower agrees to
pay all reasonable costs and expenses of the Administrative  Agent in connection
with the preparation,  negotiation,  syndication, and administration of the Loan
Documents,  including, without limitation, the reasonable fees and disbursements
of counsel to the  Administrative  Agent, in connection with the preparation and
execution of the Loan  Documents,  and any amendment,  waiver or consent related
thereto,  whether or not the transactions  contemplated  herein are consummated.
The Borrower further agrees to indemnify the Administrative  Agent, each Lender,
and their respective directors, officers, employees, agents, financial advisors,
and  consultants  against all losses,  claims,  damages,  penalties,  judgments,
liabilities and expenses (including, without limitation, all reasonable expenses
of litigation or preparation therefor,  whether or not the indemnified Person is
a party thereto,  or any settlement  arrangement arising from or relating to any
such  litigation)  which any of them may pay or incur arising out of or relating
to any Loan  Document  or any of the  transactions  contemplated  thereby or the
direct or indirect  application  or proposed  application of the proceeds of any
Loan or Letter of Credit, other than those which arise from the gross negligence
or willful misconduct of the party claiming indemnification.  The Borrower, upon
demand by the Administrative  Agent or a Lender at any time, shall reimburse the
Administrative  Agent or such Lender for any legal or other expenses incurred in
connection  with  investigating  or  defending  against  any  of  the  foregoing
(including any settlement costs relating to the foregoing) except if the same is
directly due to the gross  negligence  or willful  misconduct of the party to be
indemnified.  The  obligations  of the Borrower under this Section shall survive
the termination of this Agreement.

      Section 13.16. Set-off. In addition to any rights now or hereafter granted
under  applicable law and not by way of limitation of any such rights,  upon the
occurrence of any Event of Default,  each Lender and each  subsequent  holder of
any  Obligation is hereby  authorized by the Borrower and each  Guarantor at any
time or from time to time,  without  notice to the Borrower or such Guarantor or
to any other Person,  any such notice being hereby expressly  waived, to set-off
and to  appropriate  and to apply  any and all  deposits  (general  or  special,
including,  but not  limited  to,  indebtedness  evidenced  by  certificates  of
deposit,  whether matured or unmatured, but not including trust accounts, and in
whatever  currency  denominated) and any other  indebtedness at any time held or
owing by that  Lender  or that  subsequent  holder  to or for the  credit or the
account of the Borrower or such Guarantor,  whether or not matured,  against and
on account of the  Obligations  of the Borrower or such Guarantor to that Lender
or that subsequent holder under the Loan Documents,  including,  but not limited
to, all claims of any nature or description arising out of or connected with the
Loan  Documents,  irrespective  of  whether  or not  (a)  that  Lender  or  that
subsequent  holder shall have made any demand  hereunder or (b) the principal of
or the interest on the Loans or Notes and other amounts due hereunder shall have
become due and


                                      -67-
<PAGE>

payable pursuant to Section 9 and although said obligations and liabilities,  or
any of them, may be contingent or unmatured.

      Section 13.17. Entire Agreement.  The Loan Documents constitute the entire
understanding  of the parties thereto with respect to the subject matter thereof
and any prior  agreements,  whether  written or oral,  with respect  thereto are
superseded hereby.

      Section 13.18.  Governing Law. This Agreement and the other Loan Documents
(except  as  otherwise  specified  therein),  and the  rights  and duties of the
parties  hereto,  shall be  construed  and  determined  in  accordance  with the
internal laws of the State of Illinois.

      Section  13.19.  Severability  of  Provisions.  Any  provision of any Loan
Document  which  is  unenforceable  in  any  jurisdiction   shall,  as  to  such
jurisdiction,  be  ineffective  to the extent of such  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction. All rights, remedies
and  powers  provided  in this  Agreement  and the other Loan  Documents  may be
exercised  only to the extent  that the  exercise  thereof  does not violate any
applicable mandatory provisions of law, and all the provisions of this Agreement
and other Loan Documents are intended to be subject to all applicable  mandatory
provisions  of law which may be  controlling  and to be  limited  to the  extent
necessary  so that  they  will not  render  this  Agreement  or the  other  Loan
Documents invalid or unenforceable.

      Section  13.20.  Excess  Interest.  Notwithstanding  any  provision to the
contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount of interest in excess
of the maximum amount of interest  permitted by applicable law to be charged for
the  use or  detention,  or the  forbearance  in the  collection,  of all or any
portion of the Loans or other  obligations  outstanding  under this Agreement or
any other Loan Document ("Excess Interest").  If any Excess Interest is provided
for, or is adjudicated to be provided for, herein or in any other Loan Document,
then in such event (a) the  provisions of this Section shall govern and control,
(b) neither the Borrower nor any guarantor or endorser shall be obligated to pay
any Excess Interest,  (c) any Excess Interest that the  Administrative  Agent or
any  Lender  may  have  received   hereunder   shall,   at  the  option  of  the
Administrative  Agent,  be (i) applied as a credit against the then  outstanding
principal  amount of  Obligations  hereunder  and  accrued  and unpaid  interest
thereon (not to exceed the maximum  amount  permitted by applicable  law),  (ii)
refunded to the Borrower,  or (iii) any  combination of the  foregoing,  (d) the
interest  rate  payable  hereunder  or under any other  Loan  Document  shall be
automatically  subject to reduction to the maximum lawful  contract rate allowed
under  applicable  usury laws (the "Maximum  Rate"),  and this Agreement and the
other Loan Documents  shall be deemed to have been,  and shall be,  reformed and
modified to reflect  such  reduction  in the  relevant  interest  rate,  and (e)
neither the Borrower nor any guarantor or endorser shall have any action against
the Administrative Agent or any Lender for any damages whatsoever arising out of
the payment or collection of any Excess Interest. Notwithstanding the foregoing,
if  for  any  period  of  time  interest  on any of  Borrower's  Obligations  is
calculated  at the  Maximum  Rate  rather  than the  applicable  rate under this
Agreement,  and thereafter  such  applicable  rate becomes less than the Maximum
Rate, the rate of interest payable on the Borrower's Obligations shall remain at
the Maximum  Rate until the Lenders have  received the amount of interest  which
such


                                      -68-
<PAGE>

Lenders would have received during such period on the Borrower's Obligations had
the rate of interest not been limited to the Maximum Rate during such period.

      Section 13.21.  Construction.  Nothing contained herein shall be deemed or
construed to permit any act or omission  which is prohibited by the terms of any
Collateral  Document,  the covenants and  agreements  contained  herein being in
addition to and not in substitution  for the covenants and agreements  contained
in the Collateral Documents.

      Section  13.22.  Lender's  Obligations  Several.  The  obligations  of the
Lenders hereunder are several and not joint. Nothing contained in this Agreement
and no action taken by the Lenders pursuant hereto shall be deemed to constitute
the Lenders a partnership, association, joint venture or other entity.

      Section  13.23.  Submission  to  Jurisdiction;  Waiver of Jury Trial.  The
Borrower and the Guarantors  hereby submit to the  nonexclusive  jurisdiction of
the United States  District  Court for the Northern  District of Illinois and of
any  Illinois  State court  sitting in the City of Chicago  for  purposes of all
legal proceedings  arising out of or relating to this Agreement,  the other Loan
Documents or the transactions  contemplated hereby or thereby.  The Borrower and
the Guarantors  irrevocably  waive, to the fullest extent  permitted by law, any
objection which they may now or hereafter have to the laying of the venue of any
such  proceeding  brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. THE BORROWER,
THE GUARANTORS,  THE  ADMINISTRATIVE  AGENT, AND THE LENDERS HEREBY  IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

      Section 13.24. Currency.  Each reference in this Agreement to U.S. Dollars
or to an Alternative  Currency (the "relevant  currency") is of the essence.  To
the fullest  extent  permitted by law, the  obligation  of the Borrower and each
Guarantor  in  respect of any amount  due in the  relevant  currency  under this
Agreement  shall,  notwithstanding  any payment in any other  currency  (whether
pursuant to a judgment or  otherwise),  be discharged  only to the extent of the
amount in the relevant currency that the Person entitled to receive such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other  currency  (after any premium and costs of  exchange) on the Business
Day immediately following the day on which such Person receives such payment. If
the amount of the relevant currency so purchased is less than the sum originally
due to such Person in the relevant currency,  the Borrower or relevant Guarantor
agrees,  as a separate  obligation and  notwithstanding  any such  judgment,  to
indemnify  such Person  against  such loss,  and if the amount of the  specified
currency so purchased  exceeds the sum of (a) the amount  originally  due to the
relevant Person in the specified currency plus (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate  payment
to such Person under  Section  13.16  hereof,  such Person  agrees to remit such
excess to the Borrower.


                                      -69-
<PAGE>

      This Credit Agreement is entered into between us for the uses and purposes
hereinabove set forth as of the date first above written.

                                   "BORROWER"

                                   AMCOL INTERNATIONAL CORPORATION


                                   By /s/ Gary L. Castagna
                                      ---------------------------------------
                                      Name  Gary L. Castagna
                                      Title Chief Financial Officer


                                   "GUARANTORS"

                                   AMERI-CO LOGISTICS, INC.


                                   By /s/ Gary L. Castagna
                                      ---------------------------------------
                                      Name  Gary L. Castagna
                                      Title Treasurer


                                   AMERICAN COLLOID COMPANY

                                   By /s/ Gary L. Castagna
                                      ---------------------------------------
                                      Name  Gary L. Castagna
                                      Title Treasurer


                                   COLLOID ENVIRONMENTAL TECHNOLOGIES COMPANY

                                   By /s/ Gary L. Castagna
                                      ---------------------------------------
                                      Name  Gary L. Castagna
                                      Title Treasurer


                                   AMCOL SPECIALTIES HOLDINGS, INC.

                                   By /s/ Gary L. Castagna
                                      ---------------------------------------
                                      Name  Gary L. Castagna
                                      Title Vice President

<PAGE>



                                   "LENDERS"

                                   HARRIS TRUST AND SAVINGS BANK, in its
                                      individual capacity as a Lender, as
                                      L/C Issuer, and as Administrative Agent


                                   By /s/ Edward J. Klinger
                                      ---------------------------------------
                                      Name  Edward J. Klinger
                                      Title Vice President

                                   Address:
                                   111 West Monroe Street
                                   Chicago, Illinois  60603
                                   Attention:     Edward Klinger
                                   Telecopy:      312-293-5068
                                   Telephone:     312-461-2765


                                      -2-

<PAGE>

                                   WELLS FARGO BANK, N.A.


                                   By /s/ Daniel Lang
                                      ---------------------------------------
                                      Name Daniel Lang
                                      Title Vice President

                                   Address:
                                   230 West Monroe
                                   Chicago, Illinois  60606
                                   Attention:     Daniel Lang
                                   Telecopy:      312-795-9388
                                   Telephone:     312-762-9019


                                      -3-

<PAGE>



                                   BANK OF AMERICA N.A.


                                   By /s/ Chris D. Buckner
                                      ---------------------------------------
                                      Name Chris D. Buckner
                                      Title Senior Vice President

                                   Address:
                                   231 South LaSalle Street
                                   Mail Code:  IL1-231-06-04
                                   Chicago, Illinois  60604
                                   Attention:     William Richards
                                   Telecopy:      312-828-1974
                                   Telephone:     312-828-2731


                                      -4-

<PAGE>



                                   THE NORTHERN TRUST COMPANY


                                   By /s/ Patricia A. Williams
                                      ---------------------------------------
                                      Name Patricia A. Williams
                                      Title Vice President

                                   Address:
                                   50 South LaSalle Street
                                   2nd Floor
                                   Chicago, Illinois  60675
                                   Attention:     Patricia Ann Williams
                                   Telecopy:      312-444-7028
                                   Telephone:     312-630-0884


                                      -5-