<PAGE>   1
                                                                Exhibit 10.1





                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 1, 1996

                                     AMONG

                      SPECIALTY EQUIPMENT COMPANIES, INC.



                           BANK OF AMERICA ILLINOIS,
                                   AS AGENT,

                                      AND

                 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO





<PAGE>   2





                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                    Page

                                                   ARTICLE 1
   <S>        <C>                                                                                           <C>
                                                  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .    1
   1.1        Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
   1.2        Other Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
   1.3        Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16

                                                   ARTICLE 2
                                                  THE CREDITS . . . . . . . . . . . . . . . . . . . . . .   16
   2.1        Amounts and Terms of Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
   2.2        Loan Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
   2.3        Procedure for Borrowing.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
   2.4        Conversion and Continuation Elections . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
   2.5        Voluntary Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . .   19
   2.6        Optional Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   2.7        Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
   2.8        Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
   2.9        Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
   2.10       Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
              (a)     Agency Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
              (b)     Unused Loan Fee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
              (c)     L/C Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
   2.11       Computation of Fees and Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
   2.12       Payments by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
   2.13       Payments by the Banks to the Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
   2.14       Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27

                                                   ARTICLE 3
                                    TAXES, YIELD PROTECTION AND ILLEGALITY  . . . . . . . . . . . . . . .   27
   3.1        Taxes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
   3.2        Illegality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
   3.3        Increased Costs and Reduction of Return . . . . . . . . . . . . . . . . . . . . . . . . . .   29
   3.4        Funding Losses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
   3.5        Inability to Determine Rates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
   3.6        Reserves on Offshore Rate Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
   3.7        Certificates of Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
   3.8        Substitution of Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
   3.9        Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
</TABLE>





                                       i
<PAGE>   3





<TABLE>
<CAPTION>
Section                                                                                                    Page
   <S>        <C>                                                                                           <C>



                                                   ARTICLE 4
                                             CONDITIONS PRECEDENT   . . . . . . . . . . . . . . . . . . .   32
   4.1        Conditions of Initial Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
              (a)     Credit Agreement and Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
              (b)     Resolutions; Incumbency   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
              (c)     Organization Documents; Good Standing   . . . . . . . . . . . . . . . . . . . . . .   32
              (d)     Legal Opinion   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
              (e)     Payment of Fees   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
              (f)     Certificate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
              (g)     Other Documents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
   4.2        Conditions to All Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
              (a)     Notice of Borrowing or Conversion/Continuation  . . . . . . . . . . . . . . . . . .   33
              (b)     Continuation of Representations and Warranties  . . . . . . . . . . . . . . . . . .   33
              (c)     No Existing Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34

                                                   ARTICLE 5
                                        REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . .   34
   5.1        Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
   5.2        Corporate Authorization; No Contravention . . . . . . . . . . . . . . . . . . . . . . . . .   34
   5.3        Governmental Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
   5.4        Binding Effect  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
   5.5        Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
   5.6        No Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
   5.7        ERISA Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
   5.8        Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
   5.9        Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
   5.10       Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
   5.11       Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
   5.12       Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
   5.13       Regulated Entities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
   5.14       No Burdensome Restrictions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
   5.15       Copyrights, Patents, Trademarks and Licenses, etc.  . . . . . . . . . . . . . . . . . . . .   37
   5.16       Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
   5.17       Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
   5.18       Swap Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
   5.19       Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38

                                                   ARTICLE 6
                                             AFFIRMATIVE COVENANTS  . . . . . . . . . . . . . . . . . . .   38
   6.1        Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38





</TABLE>
                                       ii
<PAGE>   4





<TABLE>
<CAPTION>
Section                                                                                                    Page
   <S>        <C>                                                                                           <C>



   6.2        Certificates; Other Information   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
   6.3        Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
   6.4        Preservation of Corporate Existence, Etc  . . . . . . . . . . . . . . . . . . . . . . . . .   40
   6.5        Maintenance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
   6.6        Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
   6.7        Payment of Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
   6.8        Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
   6.9        Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
   6.10       Inspection of Property and Books and Records  . . . . . . . . . . . . . . . . . . . . . . .   41
   6.11       Environmental Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
   6.12       Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41

                                                   ARTICLE 7
                                              NEGATIVE COVENANTS  . . . . . . . . . . . . . . . . . . . .   42
   7.1        Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
   7.2        Negative Pledge Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
   7.3        Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
   7.4        Consolidations and Mergers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
   7.5        Loans and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
   7.6        Limitation on Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
   7.7        Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
   7.8        Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
   7.9        Contingent Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
   7.10       Joint Ventures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
   7.11       Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
   7.12       Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
   7.13       ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
   7.14       Change in Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
   7.15       Accounting Changes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
   7.16       Amendment of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
   7.17       Consolidated Liquidity Ratio  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
   7.18       Consolidated Senior Funded Debt to Cash Flow Ratio  . . . . . . . . . . . . . . . . . . . .   47
   7.19       Consolidated Total Funded Debt to Cash Flow Ratio . . . . . . . . . . . . . . . . . . . . .   47
   7.20       Consolidated Interest Coverage Ratio  . . . . . . . . . . . . . . . . . . . . . . . . . . .   48

                                                   ARTICLE 8
                                               EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . .   48
   8.1        Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
              (a)     Non-Payment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
              (b)     Representation or Warranty  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48





</TABLE>
                                      iii
<PAGE>   5





<TABLE>
<CAPTION>
Section                                                                                                    Page
   <S>        <C>                                                                                           <C>



              (c)     Specific Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
              (d)     Other Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
              (e)     Cross-Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
              (f)     Insolvency; Voluntary Proceedings   . . . . . . . . . . . . . . . . . . . . . . . .   49
              (g)     Involuntary Proceedings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
              (h)     ERISA   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
              (i)     Monetary Judgments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
              (j)     Non-Monetary Judgments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
              (k)     Change of Control   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
              (l)     Loss of Licenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
              (m)     Invalidity of Subordination Provisions  . . . . . . . . . . . . . . . . . . . . . .   50
   8.2        Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50
   8.3        Rights Not Exclusive  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50

                                                   ARTICLE 9
                                                   THE AGENT  . . . . . . . . . . . . . . . . . . . . . .   50
   9.1        Appointment and Authorization; "Agent"  . . . . . . . . . . . . . . . . . . . . . . . . . .   50
   9.2        Delegation of Duties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51
   9.3        Liability of Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51
   9.4        Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51
   9.5        Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
   9.6        Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
   9.7        Indemnification of Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
   9.8        Agent in Individual Capacity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
   9.9        Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
   9.10       Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53

                                                  ARTICLE 10
                                                 MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . .   55
   10.1       Amendments and Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
   10.2       Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
   10.3       No Waiver; Cumulative Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
   10.4       Costs and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
   10.5       Company Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
   10.6       Payments Set Aside  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
   10.7       Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
   10.8       Assignments, Participations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
   10.9       Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
   10.10      Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
   10.11      Automatic Debits of Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60





</TABLE>
                                       iv
<PAGE>   6





<TABLE>
<CAPTION>
Section                                                                                                    Page
   <S>        <C>                                                                                           <C>



   10.12      Notification of Addresses, Lending Offices, Etc.  . . . . . . . . . . . . . . . . . . . . .   60
   10.13      Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
   10.14      Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
   10.15      No Third Parties Benefited  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
   10.16      Designed Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
   10.17      Governing Law and Jurisdiction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
   10.18      Waiver of Jury Trial  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
   10.19      Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61

</TABLE>




                                       v
<PAGE>   7





<TABLE>
<CAPTION>
   SCHEDULES
   <S>              <C>
   Schedule 2.1                      Commitments
   Schedule 5.5                      Litigation
   Schedule 5.7                      ERISA
   Schedule 5.11    Permitted Liabilities
   Schedule 5.12    Environmental Matters
   Schedule 5.16    Subsidiaries and Minority Interests
   Schedule 5.17    Insurance Matters
   Schedule 7.1                      Permitted Liens
   Schedule 7.6                      Permitted Indebtedness
   Schedule 7.7                      Transactions With Affiliates
   Schedule 7.9                      Contingent Obligations
   Schedule 10.2    Lending Offices; Addresses for Notices

   EXHIBITS

   Exhibit A                 Form of Notice of Borrowing
   Exhibit B                 Form of Notice of Conversion/Continuation
   Exhibit C                 Form of Compliance Certificate
   Exhibit D                 Form of Legal Opinion of Company's Counsel
   Exhibit E                 Form of Assignment and Acceptance
   Exhibit F                 Form of Promissory Note





</TABLE>
                                       vi
<PAGE>   8





                                CREDIT AGREEMENT


         This CREDIT AGREEMENT is entered into as of December 1, 1996, among
SPECIALTY EQUIPMENT COMPANIES, INC., a Delaware corporation (the "Company"),
the several financial institutions from time to time party to this Agreement
(collectively, the "Banks"; individually, a "Bank"), and BANK OF AMERICA
ILLINOIS, as agent for the Banks.

         WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility and a letter of credit facility upon the terms and
conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:


                                   ARTICLE 1

                                  DEFINITIONS

         1.1     CERTAIN DEFINED TERMS.  The following terms have the following
                 meanings:

                 "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, 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 Company or the
         Subsidiary is the surviving entity.

                 "AFFILIATE" means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is
         under common control with, such Person. A Person shall be deemed to
         control another Person if the controlling 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, membership interests, by contract, or
         otherwise.

                 "AGENT" means BAI in its capacity as agent for the Banks
         hereunder, and any successor agent arising under Section 9.9.

                 "AGENT-RELATED PERSONS" means BAI and any successor agent
         arising under Section 9.9, together with their respective Affiliates,
         and the officers, directors, employees, agents and attorneys-in-fact
         of such Persons and Affiliates.

                 "AGENT'S PAYMENT OFFICE" means the address for payments set
         forth on Schedule





                                       1
<PAGE>   9





         10.2 or such other address as the Agent may from time to time specify.

                 "AGREEMENT" means this Credit Agreement.

                 "APPLICABLE MARGIN" means

                          (i)   with respect to Reference Rate Loans, 0%;

                          (ii)  with respect to Fixed Rate Loans, 0.40%; and

                          (iii) with respect to Offshore Rate Loans, 0.40%.

         The Applicable Margin with respect to Fixed Rate Loans and with
         respect to Offshore Rate Loans will be increased to 0.625% for each
         day during which the outstanding principal amount of the Revolving
         Loan is greater than $25,000,000, unless and until Revolving Loan
         proceeds in an amount equal to $25,000,000 or more have been applied
         by the Company to repurchase Senior Subordinated Notes.

                 "ASSIGNEE" has the meaning specified in subsection 10.8(a).

                 "ATTORNEY COSTS" means and includes all reasonable fees and
         disbursements of any law firm or other external counsel, the allocated
         cost of internal legal services and all disbursements of internal
         counsel.

                 "BAI" means Bank of America Illinois, an Illinois banking
         corporation.

                 "BANK" has the meaning specified in the introductory clause
         hereto.

                 "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C. Section 101, et seq.).

                 "BORROWING" means a borrowing hereunder consisting of Loans of
         the same Type made to the Company on the same day by the Banks under
         Article 2, and, other than in the case of Reference Rate Loans, having
         the same Interest Period.

                 "BORROWING DATE" means any date on which a Borrowing occurs
         under Section 2.3.

                 "BUSINESS DAY" means any day other than a Saturday, Sunday or
         other day on which commercial banks in Chicago, Illinois are
         authorized or required by law to close and, if the applicable Business
         Day relates to any Offshore Rate Loan, means such a day on which
         dealings are carried on in the applicable offshore dollar interbank
         market.

                 "CAPITAL ADEQUACY REGULATION" means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any





                                       2
<PAGE>   10





         corporation controlling a bank.

                 "CAPITAL EXPENDITURES" means all payments, including, without
         limitation, payments for Capital Lease Obligations, for any fixed
         assets or improvements, or replacements, substitutions or additions
         thereto, that have a useful life of more than one year and which are
         required to be capitalized under GAAP.

                 "CAPITAL LEASE" shall mean any lease of (or other arrangement
         conveying the right to use) real or personal property, or a
         combination thereof, which obligations are required to be classified
         and accounted for as capital leases on a balance sheet of such Person
         under GAAP and, for the purposes of this Agreement, the amount of such
         obligations at any time shall be the capitalized amount thereof at
         such time determined in accordance with GAAP.

                 "CAPITAL LEASE OBLIGATIONS" of any Person shall mean the
         obligations of such Person to pay rent or other amounts under any
         Capital Lease.

                 "CHANGE IN CONTROL" means (a) the acquisition by any Person,
         or two or more Persons acting in concert, including, without
         limitation, any acquisition effected by means of a merger or
         consolidation, of beneficial ownership (within the meaning of Rule
         13d-3 of the SEC under the Exchange Act) of 50% or more of the
         outstanding shares of voting stock of the Company, or (b) during any
         period of 25 consecutive calendar months, commencing on November 1,
         1996, the ceasing of those individuals (the "Continuing Directors")
         who (i) were directors of the Company on the first day of each such
         period or (ii) subsequently became directors of the Company and whose
         initial election or initial nomination for election subsequent to that
         date was approved by a majority of the Continuing Directors then on
         the board of directors of the Company, to constitute a majority of the
         board of directors of the Company.

                 "CLOSING DATE" means the date on which all conditions
         precedent set forth in Section 4.1 are satisfied or waived by all
         Banks (or, in the case of subsection 4.1(f), waived by the Person
         entitled to receive such payment).

                 "CODE" means the Internal Revenue Code of 1986, and
         regulations promulgated thereunder.

                 "COMMITMENT", as to each Bank, has the meaning specified in
         Section 2.1.

                 "COMPLIANCE CERTIFICATE" means a certificate substantially in
         the form of Exhibit C.

                 "CONSOLIDATED CASH FLOW FROM OPERATIONS" shall mean, for any
         period, Consolidated Net Income for such period plus the aggregate
         amount deducted in determining such Consolidated Net Income in respect
         of the following, each determined in accordance with GAAP: (i)
         Consolidated Interest Expense, (ii) income taxes, (iii) depreciation,
         depletion and amortization, (iv) non-cash charges for non-recurring or
         extraordinary items, and (v) repurchase premiums incurred in
         connection with purchases of the Senior Subordinated





                                       3
<PAGE>   11





         Notes.

                 "CONSOLIDATED CURRENT ASSETS" means, at any date of
         determination thereof, the aggregate amount of all cash, accounts
         receivable and inventory of the Company and its Subsidiaries.

                 "CONSOLIDATED CURRENT ASSETS TO SENIOR FUNDED DEBT RATIO"
         means the ratio of (i) Consolidated Current Assets, to (ii) the
         aggregate Funded Debt of the Company and its Subsidiaries, excluding
         Subordinated Debt, computed on a consolidated basis.

                 "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean the ratio of
         (i) Consolidated Cash Flow from Operations to (ii) Consolidated
         Interest Expense.

                 "CONSOLIDATED INTEREST EXPENSE" shall mean gross interest
         expense of the Company and its Subsidiaries computed on a consolidated
         basis in accordance with GAAP, including, without limitation,
         amortization of debt discounts and the portion of any Capital Lease
         Obligation allocable to interest expense.

                 "CONSOLIDATED LIQUIDITY RATIO" shall mean the ratio of (i)
         Consolidated Current Assets, to (ii) the aggregate Funded Debt of the
         Company and its Subsidiaries, excluding Subordinated Debt, computed on
         a consolidated basis in accordance with GAAP.

                 "CONSOLIDATED NET INCOME" shall mean, for any period, the
         aggregate net income (or net deficit) of the Company and the
         Subsidiaries for such period computed on a consolidated basis in
         accordance with GAAP.

                 "CONSOLIDATED SENIOR FUNDED DEBT TO CASH FLOW RATIO" means the
         ratio of (i) the aggregate Funded Debt of the Company and its
         Subsidiaries, excluding Subordinated Debt, computed on a consolidated
         basis in accordance with GAAP, to (ii) Consolidated Cash Flow From
         Operations for the four immediately preceding fiscal quarters.

                 "CONSOLIDATED TOTAL FUNDED DEBT TO CASH FLOW RATIO" means the
         ratio of (i) the aggregate Funded Debt of the Company and its
         Subsidiaries computed on a consolidated basis in accordance with GAAP,
         to (ii) Consolidated Cash Flow From Operations for the four
         immediately preceding fiscal quarters.

                 "CONTINGENT OBLIGATION" means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "primary
         obligations") of another Person (the "primary obligor"), including any
         obligation of that Person (i) to purchase, repurchase or otherwise
         acquire such primary obligations or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any such
         primary obligation, or to maintain working capital or equity capital
         of the primary obligor or otherwise to maintain the net worth or
         solvency or any balance sheet item, level of income or financial
         condition of the primary obligor, (iii) to purchase property,
         securities or services primarily for





                                       4
<PAGE>   12





         the purpose of assuring the owner of any such primary obligation of
         the ability of the primary obligor to make payment of such primary
         obligation, or (iv) otherwise to assure or hold harmless the holder of
         any such primary obligation against loss in respect thereof (each, a
         "Guaranty Obligation"); (b) with respect to any Surety Instrument
         issued for the account of that Person or as to which that Person is
         otherwise liable for reimbursement of drawings or payments; (c) to
         purchase any materials, supplies or other property from, or to obtain
         the services of, another Person if the relevant contract or other
         related document or obligation requires that payment for such
         materials, supplies or other property, or for such services, shall be
         made regardless of whether delivery of such materials, supplies or
         other property is ever made or tendered, or such services are ever
         performed or tendered, or (d) in respect of any Swap Contract.  The
         amount of any Contingent Obligation shall, in the case of Guaranty
         Obligations, be deemed equal to the stated or determinable amount of
         the primary obligation in respect of which such Guaranty Obligation is
         made or, if not stated or if indeterminable, the maximum reasonably
         anticipated liability in respect thereof, and in the case of other
         Contingent Obligations other than in respect of Swap Contracts, shall
         be equal to the maximum reasonably anticipated liability in respect
         thereof and, in the case of Contingent Obligations in respect of Swap
         Contracts, shall be equal to the Swap Termination Value.

                 "CONTRACTUAL OBLIGATION" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or
         by which it or any of its property is bound.

                 "CONVERSION/CONTINUATION DATE" means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Loans of the same Type, but with a new
         Interest Period, Loans having Interest Periods expiring on such date.

                 "DEFAULT" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                 "DOLLARS", "dollars" and "$" each mean lawful money of the 
         United States.

                 "ELIGIBLE ASSIGNEE" means (a) a commercial bank organized
         under the laws of the United States, or any state thereof, and having
         a combined capital and surplus of at least $100,000,000; (b) a
         commercial bank organized under the laws of any other country which is
         a member of the Organization for Economic Cooperation and Development
         (the "OECD"), or a political subdivision of any such country, and
         having a combined capital and surplus of at least $100,000,000,
         provided that such bank is acting through a branch or agency located
         in the United States; and (c) a Person that is primarily engaged in
         the business of commercial banking and that is (i) a Subsidiary of a
         Bank, (ii) a Subsidiary of a Person of which a Bank is a Subsidiary,
         or (iii) a Person of which a Bank is a Subsidiary.

                 "ENVIRONMENTAL CLAIMS" means all claims, however asserted, by
         any Governmental





                                       5
<PAGE>   13





         Authority or other Person alleging potential liability or
         responsibility for violation of any Environmental Law, or for release
         or injury to the environment.

                 "ENVIRONMENTAL LAWS" means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements with, any
         Governmental Authorities, in each case relating to environmental,
         health, safety and land use matters.

                 "ERISA" means the Employee Retirement Income Security Act of
         1974, and regulations promulgated thereunder.

                 "ERISA AFFILIATE" means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).

                 "ERISA EVENT" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan
         year in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a cessation of operations which is treated as
         such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
         partial withdrawal by the Company or any ERISA Affiliate from a
         Multiemployer Plan or notification that a Multiemployer Plan is in
         reorganization; (d) the filing of a notice of intent to terminate, the
         treatment of a Plan amendment as a termination under Section 4041 or
         4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (e) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (f) the imposition of any liability under Title IV of ERISA, other
         than PBGC premiums due but not delinquent under Section 4007 of ERISA,
         upon the Company or any ERISA Affiliate.

                 "EURODOLLAR RESERVE PERCENTAGE" has the meaning specified in
         the definition of "Offshore Rate".

                 "EVENT OF DEFAULT" means any of the events or circumstances
         specified in Section 8.1.

                 "EXCHANGE ACT" means the Securities Exchange Act of 1934, and
         regulations promulgated thereunder.

                 "FDIC" means the Federal Deposit Insurance Corporation, and
         any Governmental Authority succeeding to any of its principal
         functions.

                 "FEDERAL FUNDS RATE" means, for any day, the rate set forth in
         the weekly statistical release designated as H.15(519), or any
         successor publication, published by the Federal





                                       6
<PAGE>   14





         Reserve Bank of New York (including any such successor, "H.15(519)")
         on the preceding Business Day opposite the caption "Federal Funds
         (Effective)"; or, if for any relevant day such rate is not so
         published on any such preceding Business Day, the rate for such day
         will be the arithmetic mean as determined by the Agent of the rates
         for the last transaction in overnight Federal funds arranged prior to
         9:00 a.m. (New York City time) on that day by each of three leading
         brokers of Federal funds transactions in New York City selected by the
         Agent.

                 "FEE LETTER" has the meaning specified in subsection 2.10(a).

                 "FIXED RATE" means the fixed interest rate per annum,
         determined solely by the Agent the first day of the applicable
         Interest Period for any Fixed Rate Loan, as the rate at which the
         Agent would be able to borrow funds in the Money Market in the amount
         of such Fixed Rate Loan and for a term equal to the applicable
         Interest Period.  The Fixed Rate shall include adjustments for reserve
         requirements, federal deposit insurance and any other similar
         adjustment which the Agent deems appropriate.  The Fixed Rate is the
         Agent's estimate only and neither the Agent nor the Banks are under
         any obligation to purchase or actually match funds for any
         transaction.

                 "FIXED RATE LOAN" means a Loan that bears interest based on
         the Fixed Rate.

                 "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                 "FUNDED DEBT" means, at any date of determination thereof, the
         total of (a) all Indebtedness, that has a final maturity, or that is
         extendible or renewable at the option of the obligor to a date, one
         year or more after the date on which such Indebtedness is incurred,
         excluding all principal payments in respect thereof required to be
         made within one year from the date as of which Funded Debt is being
         determined, (b) all Guaranty Obligations with respect to such
         Indebtedness of others, and (c) in the case of the Company, the
         aggregate outstanding principal amount of all Revolving Loan
         borrowings to the extent not included in clause (a) above.

                 "FURTHER TAXES" means any and all present or future taxes,
         levies, assessments, imposts, duties, deductions, fees, withholdings
         or similar charges (including, without limitation, net income taxes
         and franchise taxes), and all liabilities with respect thereto,
         imposed by any jurisdiction on account of amounts payable or paid
         pursuant to Section 3.1.

                 "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
         Closing Date.





                                       7
<PAGE>   15





                 "GOVERNMENTAL AUTHORITY" means any nation or
         government, any state or other political subdivision thereof,
         any central bank (or similar monetary or regulatory authority)
         thereof, any entity exercising executive, legislative, judicial,
         regulatory or administrative functions of or pertaining to government,
         and any corporation or other entity owned or controlled, through stock
         or capital ownership or otherwise, by any of the foregoing.

                 "GUARANTY OBLIGATION" has the meaning specified in the
         definition of "Contingent Obligation".

                 "INDEBTEDNESS" of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary
         course of business on ordinary terms); (c) all non-contingent
         reimbursement or payment obligations with respect to Surety
         Instruments; (d) all obligations evidenced by notes, bonds, debentures
         or similar instruments, including obligations so evidenced incurred in
         connection with the acquisition of property, assets or businesses; (e)
         all indebtedness created or arising under any conditional sale or
         other title retention agreement, or incurred as financing, in either
         case with respect to property acquired by the Person (even though the
         rights and remedies of the seller or bank under such agreement in the
         event of default are limited to repossession or sale of such
         property); (f) all obligations with respect to capital leases; (g) all
         indebtedness referred to in clauses (a) through (f) above secured by
         (or for which the holder of such Indebtedness has an existing right,
         contingent or otherwise, to be secured by) any Lien upon or in
         property (including accounts and contracts rights) owned by such
         Person, even though such Person has not assumed or become liable for
         the payment of such Indebtedness; and (h) all Guaranty Obligations in
         respect of indebtedness or obligations of others of the kinds referred
         to in clauses (a) through (g) above.  For all purposes of this
         Agreement, the Indebtedness of any Person shall include all recourse
         Indebtedness of any partnership or joint venture or limited liability
         company in which such Person is a general partner or a joint venturer
         or a member.

                 "INDEMNIFIED LIABILITIES" has the meaning specified in Section
         10.5.

                 "INDEMNIFIED PERSON" has the meaning specified in Section
         10.5.

                 "INDEPENDENT AUDITOR" has the meaning specified in subsection
         6.1(a).

                 "INDENTURE" means the Indenture, dated as of December 1, 1993,
         between the Company and Harris Trust and Savings Bank, as Trustee, as
         amended by a Supplemental Indenture, dated as of December 1, 1993,
         among the Company, Bloomfield Industries Canada Limited and Harris
         Trust and Savings Bank, as Trustee.

                 "INSOLVENCY PROCEEDING" means, with respect to any Person, (a)
         any case, action or proceeding with respect to such Person before any
         court or other Governmental Authority relating to bankruptcy,
         reorganization, insolvency, liquidation, receivership, dissolution,
         winding-up or relief of debtors, or (b) any general assignment for the
         benefit of creditors, composition, marshalling of assets for
         creditors, or other, similar arrangement in respect of





                                       8
<PAGE>   16





         its creditors generally or any substantial portion of its creditors;
         undertaken under U.S. Federal, state or foreign law, including the
         Bankruptcy Code.

                 "INTEREST PAYMENT DATE" means, as to any Loan other than a
         Reference Rate Loan, the last day of each Interest Period applicable
         to such Loan and, as to any Reference Rate Loan, the last Business Day
         of each calendar quarter and each date such Loan is converted into
         another Type of Loan, provided, however, that if any Interest Period
         for an Offshore Rate Loan exceeds three months, the date that falls
         three months after the beginning of such Interest Period and after
         each Interest Payment Date thereafter is also an Interest Payment
         Date.

                 "INTEREST PERIOD" means, (a) as to any Offshore Rate Loan, the
         period commencing on the Borrowing Date of such Loan or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as an Offshore Rate Loan, and ending on the date one, two,
         three or six months thereafter as selected by the Company in its
         Notice of Borrowing or Notice of Conversion/Continuation; and (b) as
         to any Fixed Rate Loan, the period commencing on the Borrowing Date of
         such Loan or on the Conversion/Continuation Date on which the Loan is
         converted into or continued as a Fixed Rate Loan, and ending on the
         day one through 30 consecutive days thereafter, as selected by the
         Company in its Notice of Borrowing or Notice of Conversion/
         Continuation;

         provided that:

                          (i)     if any Interest Period would otherwise end on
                 a day that is not a Business Day, that Interest Period shall
                 be extended to the following Business Day unless, in the case
                 of an Offshore Rate Loan, the result of such extension would
                 be to carry such Interest Period into another calendar month,
                 in which event such Interest Period shall end on the preceding
                 Business Day;

                          (ii)  any Interest Period pertaining to an Offshore
                 Rate Loan that begins on the last Business Day of a calendar
                 month (or on a day for which there is no numerically
                 corresponding day in the calendar month at the end of such
                 Interest Period) shall end on the last Business Day of the
                 calendar month at the end of such Interest Period; and

                          (iii)  no Interest Period for any Loan shall extend 
                 beyond the Termination Date.

                 "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                 "ISSUING BANK" means BAI in its capacity as issuer of Letters
         of Credit pursuant to Section 2.7.

                 "JOINT VENTURE" means a single-purpose corporation,
         partnership, limited liability company, joint venture or other similar
         legal arrangement (whether created by contract or





                                       9
<PAGE>   17





         conducted through a separate legal entity) now or hereafter formed by
         the Company or any of its Subsidiaries with another Person in order to
         conduct a common venture or enterprise with such Person.

                 "LC DISBURSEMENT" shall mean any payment or disbursement made
         by the Issuing Bank under or pursuant to a Letter of Credit.

                 "LC EXPOSURE" shall mean, at any time, the sum of (a) the
         aggregate undrawn amount of all Letters of Credit outstanding at such
         time plus (b) the aggregate amount which has been drawn under Letters
         of Credit but for which the Issuing Bank or the Banks, as the case may
         be, have not been reimbursed by the Company at such time.

                 "LC FACILITY COMMITMENT" shall have the meaning given such
         term in Section 2.7.

                 "LC ISSUANCE FEE" shall have the meaning given such term in
         subsection 2.10(c).

                 "LENDING OFFICE" means, as to any Bank, the office or offices
         of such Bank specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on Schedule
         10.2, or such other office or offices as such Bank may from time to
         time notify the Company and the Agent.

                 "LETTERS OF CREDIT" means letters of credit issued by the
         Issuing Bank for the account of the Company pursuant to Section 2.7.

                 "LETTER OF CREDIT FACILITY" means the letter of credit
         facility established for Letters of Credit pursuant to Section 2.7.

                 "LIEN" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale
         or other title retention agreement, the interest of a lessor under a
         capital lease, any financing lease having substantially the same
         economic effect as any of the foregoing, or the filing of any
         financing statement naming the owner of the asset to which such lien
         relates as debtor, under the Uniform Commercial Code or any comparable
         law) and any contingent or other agreement to provide any of the
         foregoing, but not including the interest of a lessor under an
         operating lease.

                 "LOAN" means an extension of credit by a Bank to the Company
         under Article 2, and may be a Reference Rate Loan, Fixed Rate Loan or
         an Offshore Rate Loan (each, a "Type" of Loan).

                 "LOAN DOCUMENTS" means this Agreement, any Notes, the
         Guaranty, the Fee Letter and all other documents delivered to the
         Agent or any Bank in connection herewith.





                                       10
<PAGE>   18





                 "MAJORITY BANKS" means at any time Banks then holding at least
         66-2/3% of the then aggregate unpaid principal amount of the Loans,
         or, if no such principal amount is then outstanding, Banks then having
         at least 66-2/3% of the Commitments.

                 "MARGIN STOCK" means "margin stock" as such term is defined in
         Regulation G, T, U or X of the FRB.

                 "MATERIAL ADVERSE EFFECT" means (a) a material adverse change
         in, or a material adverse effect upon, the operations, business,
         properties, condition (financial or otherwise) or prospects of the
         Company or the Company and its Subsidiaries taken as a whole; (b) a
         material impairment of the ability of the Company or any Subsidiary to
         perform under any Loan Document and to avoid any Event of Default; or
         (c) a material adverse effect upon the legality, validity, binding
         effect or enforceability against the Company or any Subsidiary of any
         Loan Document.

                 "MONEY MARKET" means one or more wholesale funding markets
         available to the Agent including domestic negotiable certificates of
         deposit, eurodollar deposits, bank deposits notes or appropriate money
         market instruments selected by the Agent.

                 "MULTIEMPLOYER PLAN" means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which the Company or any
         ERISA Affiliate makes, is making, or is obligated to make
         contributions or, during the preceding three calendar years, has made,
         or been obligated to make, contributions.

                 "NOTE" means a promissory note executed by the Company in
         favor of a Bank pursuant to Section 2.2, in substantially the form of
         Exhibit F.

                 "NOTICE OF BORROWING" means a notice in substantially the form
         of Exhibit A.

                 "NOTICE OF CONVERSION/CONTINUATION" means a notice in
         substantially the form of Exhibit B.

                 "OBLIGATIONS" means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document
         owing by the Company to any Bank, the Agent, or any Indemnified
         Person, whether direct or indirect (including those acquired by
         assignment), absolute or contingent, due or to become due, now
         existing or hereafter arising.

                 "OFFSHORE RATE" means, for any Interest Period, with respect
         to Offshore Rate Loans comprising part of the same Borrowing, the rate
         of interest per annum (rounded upward to the next 1/16th of 1%)
         determined by the Agent as follows:

<TABLE>
                 <S>                               <C>
                 Offshore Rate =                   LIBOR                     
                                           ----------------------------------
                                                   1.00 - Eurodollar Reserve Percentage
</TABLE>

         Where,





                                       11
<PAGE>   19





        "EURODOLLAR RESERVE PERCENTAGE" means for any day for any Interest
Period the maximum reserve percentage (expressed as a decimal, rounded upward
to the next 1/100th of 1%) in effect on such day (whether or not applicable to
any Bank) under regulations issued from time to time by the FRB for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"); and

        "LIBOR" means the rate of interest per annum determined by the Agent to
be the rate of interest per annum quoted by BAI (rounded upward, if necessary,
to the next 1/16th of 1%) as the rate of interest at which dollar deposits in
the approximate amount of the amount of the Loan to be made or continued as, or
converted into, an Offshore Rate Loan by BAI and having a maturity comparable
to such Interest Period would be offered to major banks in the London interbank
market at their request at approximately 11:00 a.m. (London time) two Business
Days prior to the commencement of such Interest Period.

        The Offshore Rate shall be adjusted automatically as to all Offshore
Rate Loans then outstanding as of the effective date of any change in the
Eurodollar Reserve Percentage.

                 "OFFSHORE RATE LOAN" means a Loan that bears interest based on
         the Offshore Rate.

                 "ORGANIZATION DOCUMENTS" means, for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement,
         and all applicable resolutions of the board of directors (or any
         committee thereof) of such corporation.

                 "OTHER TAXES" means any present or future stamp, court or
         documentary taxes or any other excise or property taxes, charges or
         similar levies which arise from any payment made hereunder or from the
         execution, delivery, performance, enforcement or registration of, or
         otherwise with respect to, this Agreement or any other Loan Documents.

         "PARTICIPANT" has the meaning specified in subsection 10.8(d).

                 "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                 "PENSION PLAN" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which the Company
         sponsors, maintains, or to which it makes, is making, or is obligated
         to make contributions, or in the case of a multiple employer plan (as
         described in Section 4064(a) of ERISA) has made contributions at any
         time during the immediately preceding five (5) plan years.





                                       12
<PAGE>   20





                 "PERMITTED LIENS" has the meaning specified in
         Section 7.1.

                 "PLAN" means an employee benefit plan (as defined in Section
         3(3) of ERISA) which the Company sponsors or maintains or to which the
         Company makes, is making, or is obligated to make contributions and
         includes any Pension Plan.

                 "PRO RATA SHARE" means, as to any Bank at any time, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Bank's Commitment divided by the
         combined Commitments of all Banks.

                 "REFERENCE RATE" means the publicly announced reference rate
         of interest of BAI or any Bank acting as successor agent pursuant to
         Section 9.9 hereof, as in effect from time to time, which rate is not
         intended to be the lowest or most favorable rate offered by BAI or
         such Bank in effect at any time.

                 "REFERENCE RATE LOAN" means a Loan that bears interest based
         on the Reference Rate.

                 "REPLACEMENT BANK" has the meaning specified in Section 3.8.

                 "REPORTABLE EVENT" means, any of the events set forth in
         Section 4043(c) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has
         been waived in regulations issued by the PBGC.

                 "REQUIREMENT OF LAW" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.

                 "RESPONSIBLE OFFICER" means the chief executive officer or the
         president of the Company, or any other officer having substantially
         the same authority and responsibility; or, with respect to compliance
         with financial covenants, the chief financial officer or the treasurer
         of the Company, or any other officer having substantially the same
         authority and responsibility.

                 "REVOLVING LOAN" has the meaning specified in Section 2.1.

                 "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                 "SENIOR SUBORDINATED NOTES" means the Company's 11-3/8% Senior
         Subordinated Notes due 2003 issued pursuant to the Indenture which are
         outstanding on the Closing Date.

                 "SUBORDINATED DEBT" means that portion of the Indebtedness of
         the Company and





                                       13
<PAGE>   21





         its Subsidiaries which is subordinated in a manner satisfactory in
         form and substance to the Banks as to right and time of payment of
         principal and interest thereon to any and all of the Obligations.

                 "SUBSIDIARY" of a Person means any corporation, association,
         partnership, limited liability company, joint venture or other
         business entity of which more than 50% of the voting stock, membership
         interests or other equity interests (in the case of Persons other than
         corporations), is owned or controlled directly or indirectly by the
         Person, or one or more of the Subsidiaries of the Person, or a
         combination thereof.  Unless the context otherwise clearly requires,
         references herein to a "Subsidiary" refer to a Subsidiary of the
         Company.

                 "SURETY INSTRUMENTS" means all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties,
         shipside bonds, surety bonds and similar instruments.

                 "SWAP CONTRACT" means any agreement, whether or not in
         writing, relating to any transaction that is a rate swap, basis swap,
         forward rate transaction, commodity swap, commodity option, equity or
         equity index swap or option, bond, note or bill option, interest rate
         option, forward foreign exchange transaction, cap, collar or floor
         transaction, currency swap, cross-currency rate swap, swaption,
         currency option or any other, similar transaction (including any
         option to enter into any of the foregoing) or any combination of the
         foregoing, and, unless the context otherwise clearly requires, any
         master agreement relating to or governing any or all of the foregoing.

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

                 "TAXES" means any and all present or future taxes, levies,
         assessments, imposts, duties, deductions, fees, withholdings or
         similar charges, and all liabilities with respect thereto, excluding,
         in the case of each Bank and the Agent, respectively, taxes imposed on
         or measured by its net income by the jurisdiction (or any political
         subdivision thereof) under the laws of which such Bank or the Agent,
         as the case may be, is organized or maintains a lending office.

                 "TERMINATION DATE" means the earlier to occur of:

                          (a)     November 30, 1998; and

                          (b)  the date on which the Commitments terminate in
                 accordance with the provisions of this Agreement.





                                       14
<PAGE>   22





                 "TYPE" has the meaning specified in the definition of "Loan."

                 "UNFUNDED PENSION LIABILITY" means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                 "UNITED STATES" and "U.S." each means the United States of
         America.

                 "UNUSED LOAN FEE" has the meaning specified in subsection
         2.10(b).

                 "UNIFORM CUSTOMS" has the meaning specified in subsection
         2.7(d).

                 "WHOLLY-OWNED SUBSIDIARY" means any corporation in which
         (other than directors' qualifying shares required by law) 100% of the
         capital stock of each class having ordinary voting power, and 100% of
         the capital stock of every other class, in each case, at the time as
         of which any determination is being made, is owned, beneficially and
         of record, by the Company, or by one or more of the other Wholly-Owned
         Subsidiaries, or both.

         1.2     OTHER INTERPRETIVE PROVISIONS.

                 (a)      The meanings of defined terms are equally applicable
to the singular and plural forms of the defined terms.

                 (b)      The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and subsection, Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

                 (c)      (i)     The term "documents" includes any and all
         instruments, documents, agreements, certificates, indentures, notices
         and other writings, however evidenced.

                          (ii)    The term "including" is not limiting and
         means "including without limitation".

                          (iii)   In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including"; the words "to" and "until" each mean "to but
         excluding", and the word "through" means "to and including".

                 (d)      Unless otherwise expressly provided herein, (i)
references to agreements (including this Agreement) and other contractual
instruments shall be deemed to include all subsequent amendments and other
modifications thereto, but only to the extent such amendments and other
modifications are not prohibited by the terms of any Loan Document, and (ii)
references to any statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.





                                       15
<PAGE>   23





                 (e)     The captions and headings of this Agreement
are for convenience of reference only and shall not affect the
interpretation of this Agreement.

                 (f)      This Agreement and other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters.  All such limitations, tests and measurements are cumulative
and shall each be performed in accordance with their terms.  Unless otherwise
expressly provided, any reference to any action of the Agent or the Banks by
way of consent, approval or waiver shall be deemed modified by the phrase "in
its/their sole discretion."

                 (g)      This Agreement and the other Loan Documents are the
result of negotiations among and have been reviewed by counsel to the Agent,
the Company and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Banks or the Agent merely
because of the Agent's or Banks' involvement in their preparation.

         1.3     ACCOUNTING PRINCIPLES.

                 (a)      Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed, and all
financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                 (b)      References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of the Company.


                                   ARTICLE 2

                                  THE CREDITS

         2.1     AMOUNTS AND TERMS OF COMMITMENTS.  Each Bank severally agrees,
on the terms and conditions set forth herein, to make loans to the Company
(each such loan, a "Revolving Loan") from time to time on any Business Day
during the period from the Closing Date to the Termination Date, in an
aggregate amount not to exceed at any time outstanding, together with the
Bank's Pro Rata Share of the L/C Facility Commitment, the amount set forth on
Schedule 2.1 (such amount as the same may be reduced under Section 2.5 or as a
result of one or more assignments under Section 10.8, the Bank's "Commitment");
provided, however, that, after giving effect to any Borrowing of Revolving
Loans, the aggregate principal amount of all outstanding Revolving Loans,
together with the L/C Facility Commitment, shall not at any time exceed the
combined Commitments.  Within the limits of each Bank's Commitment, and subject
to the other terms and conditions hereof, the Company may borrow under this
subsection 2.1, prepay under Section 2.6 and reborrow under this subsection
2.1.

         2.2     LOAN ACCOUNTS.  The Loans made by each Bank shall be evidenced
by one or more loan accounts or records maintained by such Bank in the ordinary
course of business.  The loan accounts or records maintained by the Agent and
each Bank shall be of the amount of the Loans made by the Banks to the Company
and the interest and payments thereon.  Any failure so to record or any





                                       16
<PAGE>   24





error in doing so shall not, however, limit or otherwise affect the obligation
of the Company hereunder to pay any amount owing with respect to the Loans.
Upon the request of any Bank made through the Agent, the Loans made by such
Bank may be evidenced by one or more Notes, instead of or in addition to loan
accounts.

         2.3     PROCEDURE FOR BORROWING.

                 (a)      Each Borrowing shall be made upon the Company's
irrevocable written notice delivered to the Agent in the form of a Notice of
Borrowing (which notice must be received by the Agent prior to 10:00 a.m.
(Chicago time) (i) three Business Days prior to the requested Borrowing Date,
in the case of Offshore Rate Loans; (ii) on the requested Borrowing Date, in
the case of Fixed Rate Loans, and (iii) on the requested Borrowing Date, in the
case of Reference Rate Loans, specifying:

                                  (A)      the amount of the Borrowing, which
                 shall be in an aggregate minimum amount of $1,000,000 or any
                 multiple of $500,000 in excess thereof;

                                  (B)      the requested Borrowing Date, which
                 shall be a Business Day;

                                  (C)      the Type of Loans comprising the
                 Borrowing; provided that if the Notice of Borrowing fails to
                 specify the type of Loan, the Loan shall be a Reference Rate
                 Loan; and

                                  (D)      the duration of the Interest Period
                 applicable to such Loans included in such notice.  If the
                 Notice of Borrowing fails to specify the duration of the
                 Interest Period for any Borrowing comprised of Fixed Rate
                 Loans or Offshore Rate Loans, such Interest Period shall be
                 one day or one month, respectively.

provided, however, that with respect to the Borrowing to be made on the Closing
Date, the Notice of Borrowing shall be delivered to the Agent not later than
10:00 a.m. (Chicago time) one Business Day before the Closing Date and such
Borrowing will consist of Reference Rate Loans only.

                 (b)      The Agent will promptly notify each Bank of its
receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata
Share of that Borrowing.

                 (c)      Each Bank will make the amount of its Pro Rata Share
of each Borrowing available to the Agent for the account of the Company at the
Agent's Payment Office by 2:00 p.m. (Chicago time) on the Borrowing Date
requested by the Company in funds immediately available to the Agent.  The
proceeds of all such Loans will then be made available to the Company by the
Agent at such office by crediting the account of the Company on the books of
BAI (or the commercial banking Affiliate of any successor agent appointed
pursuant to Section 9.9 hereof, as applicable) with the aggregate of the
amounts made available to the Agent by the Banks and in like funds as received
by the Agent.

                 (d)      After giving effect to any Borrowing, unless the
Agent shall otherwise consent,





                                       17
<PAGE>   25





there may not be more than five different Interest Periods in effect.

         2.4     CONVERSION AND CONTINUATION ELECTIONS.

                 (a)      The Company may, upon irrevocable written notice to
the Agent in accordance with subsection 2.4(b):

                          (i)     elect, as of any Business Day, in the case of
         Reference Rate Loans, or as of the last day of the applicable Interest
         Period, in the case of any other Type of Loans, to convert any such
         Loans (or any part thereof in an amount not less than $1,000,000 or
         that is in an integral multiple of $500,000 in excess thereof) into
         Loans of any other Type; or

                          (ii)    elect, as of the last day of the applicable
         Interest Period, to continue any Loans having Interest Periods
         expiring on such day (or any part thereof in an amount not less than
         $1,000,000, or that is in an integral multiple of $500,000 in excess
         thereof);

provided, that if at any time the aggregate amount of Fixed Rate Loans or
Offshore Rate Loans in respect of any Borrowing is reduced, by payment,
prepayment, or conversion of part thereof to be less than $1,000,000, such
Fixed Rate Loans or Offshore Rate Loans shall automatically convert into
Reference Rate Loans, and on and after such date the right of the Company to
continue such Loans as, and convert such Loans into, Offshore Rate Loans or
Fixed Rate Loans, as the case may be, shall terminate.

                 (b)      The Company shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 10:00 a.m.
(Chicago time) at least (i) three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or
continued as Offshore Rate Loans; (ii) on the Conversion/Continuation Date, if
the Loans are to be converted into or continued as Fixed Rate Loans; and (iii)
on the Conversion/Continuation Date, if the Loans are to be converted into
Reference Rate Loans, specifying:

                                  (A)      the proposed Conversion/Continuation
                 Date;

                                  (B)      the aggregate amount of Loans to be
                 converted or continued;

                                  (C)      the Type of Loans resulting from the
                 proposed conversion or continuation; and

                                  (D)      other than in the case of
                 conversions into Reference Rate Loans, the duration of the
                 requested Interest Period.

                 (c)      If upon the expiration of any Interest Period
applicable to Fixed Rate Loans or Offshore Rate Loans, the Company has failed
to select timely a new Interest Period to be applicable to such Fixed Rate
Loans or Offshore Rate Loans, as the case may be, or if any Default or Event of
Default then exists, the Company shall be deemed to have elected to convert
such Fixed Rate Loans or Offshore Rate Loans into Reference Rate Loans
effective as of the expiration date of





                                       18
<PAGE>   26





such Interest Period.

                 (d)      The Agent will promptly notify each Bank of its
receipt of a Notice of Conversion/Continuation, or, if no timely notice is
provided by the Company, the Agent will promptly notify each Bank of the
details of any automatic conversion.  All conversions and continuations shall
be made ratably according to the respective outstanding principal amounts of
the Loans with respect to which the notice was given held by each Bank.

                 (e)      Unless the Majority Banks otherwise consent, during
the existence of a Default or Event of Default, the Company may not elect to
have a Loan converted into or continued as an Offshore Rate Loan or a Fixed
Rate Loan.

                 (f)      After giving effect to any conversion or continuation
of Loans, unless the Agent shall otherwise consent, there may not be more than
five different Interest Periods in effect.

       2.5     VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS.  The Company
may, upon not less than five Business Days' prior notice to the Agent,
terminate the Commitments and this Agreement, or permanently reduce the
Commitments by an aggregate minimum amount of $1,000,000 or any multiple of
$500,000 in excess thereof; unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof, the sum of the
then-outstanding principal amount of the Loans, plus the L/C Facility
Commitment would exceed the amount of the combined Commitments then in effect.
Once reduced in accordance with this Section, the Commitments may not be
increased.  Any reduction of the Commitments shall be applied to each Bank
according to its Pro Rata Share.  All accrued commitment fees to, but not
including the effective date of any reduction or termination of Commitments,
shall be paid on the effective date of such reduction or termination.  Upon the
termination of the Commitments, this Agreement shall terminate, except for the
provisions of Article 3, Section 10.5 and such other provisions hereof which
are specified as surviving the payment of the Obligations.

       2.6     OPTIONAL PREPAYMENTS. Subject to Section 3.4, the Company may,
at any time or from time to time, upon irrevocable notice to the Agent, prepay
outstanding Loans in whole or in part, in minimum amounts of $1,000,000 or any
multiple of $500,000 in excess thereof, with such notice to be received by the
Agent not later than 10:00 a.m. (Chicago time) one Business Day prior to any
such prepayment.  Such notice of prepayment shall specify the date and amount
of such prepayment and the Loans to be prepaid.  The Agent will promptly notify
each Bank of its receipt of any such notice, and of such Bank's Pro Rata Share
of such prepayment.  If such notice is given by the Company, the Company shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein, together with accrued interest
to each such date on the amount prepaid and any amounts required pursuant to
Section 3.4.  Reference Rate Loans may be prepaid without prior notice.  Unless
the Agent is instructed otherwise by the Company in writing, any prepayments
pursuant to this Section 2.6 shall be applied first to any Reference Rate
Loans.  The Company may from time to time (upon notice and procedures stated in
Section 2.3 hereof) reborrow amounts which have been paid by the Company as
optional prepayments.





                                       19
<PAGE>   27





       2.7     LETTERS OF CREDIT.

               (a)      Subject to the terms and conditions and relying upon
the representations and warranties herein set forth, the Issuing Bank agrees,
at any time and from time to time on or after the Closing Date until the
Termination Date, to issue and deliver or to extend the expiry of Letters of
Credit for the account of the Company in an aggregate undrawn amount at any one
time outstanding which does not exceed $15,000,000 (the "L/C Facility
Commitment"); provided, however, that the Issuing Bank shall not issue or
extend the expiry of any Letter of Credit if, immediately after giving effect
to such issuance or extension the aggregate outstanding principal balance of
the Revolving Loans and the LC Exposure would exceed the aggregate Commitments.
Each Letter of Credit (x) shall be in a form approved in writing by the
Company, the Agent and the Issuing Bank, (y) shall be in a minimum principal
amount of $5,000 and (z) shall permit drawings upon the presentation of one or
more sight drafts and such other documents as shall be specified by the Company
in the applicable notice and Application delivered pursuant to subsection
2.7(c) below.

               (b)      Each Letter of Credit shall by its terms expire not
later than the earlier of (i) the first anniversary of the date of issuance or
extension (subject to extension for additional one-year periods by the Issuing
Bank as contemplated by paragraph (a) above) and (ii) the Termination Date.
Each Letter of Credit shall by its terms provide for payment of drawings in
dollars.

               (c)      The Company shall give the Issuing Bank written or
telecopy notice not later than 10:00 a.m., Chicago time, two Business Days (or
such shorter period as shall be acceptable to the Issuing Bank and the Agent)
prior to any proposed issuance of a Letter of Credit.  Each such notice shall
refer to this Agreement and shall specify (i) the date on which such Letter of
Credit is to be issued (which shall be a Business Day), the face amount of such
Letter of Credit (which shall be an amount in dollars), (ii) the name and
address of the beneficiary, (iii) whether such Letter of Credit shall permit a
single drawing or multiple drawings, (iv) the form of the sight draft and any
other documents required to be presented at the time of any drawing (together
with the exact wording of such documents or copies thereof) and (v) the expiry
date of such Letter of Credit (which shall conform to the provisions of
paragraph (b) above).  At the time of each request by the Company that a Letter
of Credit be issued, the Issuing Bank, at its option, may require the Company
to execute and deliver to the Issuing Bank an application for such Letter of
Credit in the form customarily prescribed by the Issuing Bank to issue Letters
of Credit (the "Applications").  This Agreement supersedes any terms of the
Applications which are inconsistent with the terms hereof.  The Issuing Bank
shall give the Agent, which shall in turn give to each Bank, prompt written or
telecopy advice of any notice received from the Company pursuant to this
subsection.

               (d)      By the issuance of a Letter of Credit and without any
further action on the part of the Issuing Bank or the Banks in respect thereof,
the Issuing Bank hereby grants to each Bank, and each Bank hereby agrees to and
does acquire from the Issuing Bank, a participation in such Letter of Credit
equal to such Bank's pro rata share, of the face amount of such Letter of
Credit, effective upon the issuance of such Letter of Credit; provided,
however, that no Bank shall be required to acquire participations in Letters of
Credit that would result in its Pro Rata Share, based upon its Commitment, of
the LC Exposure exceeding its Commitment. In consideration and in





                                       20
<PAGE>   28





furtherance of the foregoing, each Bank hereby absolutely and unconditionally
agrees to pay to the Agent, on behalf of the Issuing Bank, in accordance with
subsection (f) below, such Bank's Pro Rata Share, of each unreimbursed LC
Disbursement made by the Issuing Bank; provided, however, that the Banks shall
not be obligated to make any such payment with respect to any wrongful payment
or disbursement made under any Letter of Credit as a result of the failure in
any material respect of the Issuing Bank or any confirming bank to comply with
the obligations imposed on it with respect to such Letter of Credit by the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce, Publication No. 500 and subsequent revisions
(the "Uniform Customs") or applicable law.

               (e)      Each Bank acknowledges and agrees that its acquisition
of participations pursuant to subsection (d) above in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of any
Default or Event of Default hereunder, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.

               (f)      Promptly after it shall have ascertained that any draft
and any accompanying documents presented under a Letter of Credit appear to be
in conformity with the terms and conditions of such Letter of Credit, the
Issuing Bank shall give written or telecopy notice to the Company and the Agent
of the receipt and amount of such draft and the date on which payment thereon
will be made.  If the Agent shall not have received from the Company the
payment required pursuant to subsection (g) below by 12:00 noon, Chicago time,
one Business Day after the date on which payment of a draft presented under any
Letter of Credit has been made, the Agent shall promptly so notify the Issuing
Bank and each Bank, specifying in the notice to each Bank such Bank's Pro Rata
Share of such LC Disbursement.  Each Bank shall pay to the Agent, not later
than 2:00 p.m., Chicago time, on such date, such Bank's percentage of such LC
Disbursement, which the Agent shall promptly pay to the Issuing Bank.  The
Agent will promptly remit to each Bank such Bank's percentage of any amounts
subsequently received by the Agent from the Company in respect of such LC
Disbursement; provided that (i) amounts so received for the account of any Bank
prior to payment by such Bank of amounts required to be paid by it hereunder in
respect of any LC Disbursement and (ii) amounts representing interest on any LC
Disbursement for the period prior to the payment by such Bank of such amounts
shall in each case be remitted to the Issuing Bank.

               (g)      If the Issuing Bank shall pay any draft presented under
a Letter of Credit under circumstances entitling it to reimbursement under
succeeding provisions of this subsection (g), the Company shall pay to the
Issuing Bank or to the Agent for the account of the Issuing Bank or, if the
Agent shall have received the payments provided in subsection (f) above with
respect to such drawing, for the accounts of the Banks, an amount equal to the
amount of such draft before 12:00 noon, Chicago time, on the Business Day
immediately following the date of payment of such draft, together with interest
on such amount at a rate per annum equal to the interest rate in effect for
Reference Rate Loans from (and including) the date of payment of such draft to
(but excluding) the date of such payment by the Company.  The obligation of the
Company to pay the amounts referred to above in this subsection (g) shall be
absolute, unconditional and irrevocable and shall be satisfied strictly in
accordance with their terms irrespective of:





                                       21
<PAGE>   29





                 (i)      any lack of validity or enforceability of any Letter
         of Credit;

                (ii)      the existence of any claim, setoff, defense or other
         right which the Company or any other Person may at any time have
         against the beneficiary under any Letter of Credit, the Agent, the
         Issuing Bank, any confirming bank or any Bank (other than the defense
         of payment in accordance with the terms of this Agreement or a defense
         based on the failure in any material respect of the Issuing Bank or
         confirming bank to comply with the obligations imposed on it with
         respect to such Letter of Credit by the Uniform Customs or applicable
         law) or any other Person in connection with this Agreement or any
         other transaction;

               (iii)      any draft or other document presented under a Letter
         of Credit proving to be forged, fraudulent or invalid in any respect
         or any statement therein being untrue or inaccurate in any respect;
         provided that payment by the Issuing Bank or confirming bank under
         such Letter of Credit against presentation of such draft or document
         shall not have constituted a failure in any material respect by the
         Issuing Bank or confirming bank to comply with the obligations imposed
         on it with respect to such Letter of Credit by the Uniform Customs or
         applicable law.

                (iv)      payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or other document which does not
         comply in any immaterial respect with the terms of such Letter of
         Credit; provided that such payment shall not have constituted gross
         negligence or wilful misconduct; or

                 (v)      any other circumstance or event whatsoever, whether
         or not similar to any of the foregoing; provided that such other
         circumstance or event shall not have been the result of gross
         negligence or wilful misconduct of the Issuing Bank.

         It is understood that in making any payment under a Letter of Credit
(x) the Issuing Bank's exclusive reliance on the documents presented to it
under such Letter of Credit as to any and all matters set forth therein,
including, without limitation, reliance on the amount of any draft presented
under such Letter of Credit, whether or not the amount due to the beneficiary
equals the amount of such draft and whether or not any document presented
pursuant to such Letter of Credit proves to be forged, fraudulent or invalid in
any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever, and (y) any noncompliance
in any immaterial respect of the documents presented under a Letter of Credit
with the terms thereof shall, in either case, not be deemed a failure in any
material respect by the Issuing Bank or confirming bank to comply with the
obligations imposed on it with respect to such Letter of Credit by the Uniform
Customs or applicable law.

                 (h)      Neither the Issuing Bank nor its correspondents or
agents, or any bank(s) or financial institution(s) used by the Issuing Bank in
connection with the issuance of Letters of Credit ("Correspondent"), shall be
responsible for (i) the use which may be made of the Letters of Credit





                                       22
<PAGE>   30





or for any acts or omissions of the user(s) of the Letters of Credit;
(ii) the existence, character, quality, quantity, condition, packing or value
of the property purporting to be represented by the documents required by the
terms of any Letters of Credit or presented in connection therewith
("Documents"); (iii) the time, place, manner or order in which shipment is
made; (iv) except as otherwise provided in subsection 2.7(g)(iii), the
validity, sufficiency, or genuineness of Documents, or of any endorsements
thereon, even if such Documents should in fact prove to be in any or all
respects invalid, insufficient, fraudulent, or forged; (v) partial or
incomplete shipment, or failure or omission to ship any or all of the property
referred to in the Letters of Credit or the Documents; (vi) the character,
adequacy, validity or genuineness of any insurance or solvency or
responsibility of any insurer or any other risk connected with insurance; (vii)
any deviation from instructions, delay, default or fraud by the shipper or
anyone else in connection with the property referred to in the Letters of
Credit or the Documents or the shipping thereof; (viii) the insolvency,
responsibility or relationship to the property of any party issuing any
documents in connection with the property referred to in the Letters of Credit;
(ix) delay in arrival or failure to arrive of either the property referred to
in the Letters of Credit or the Documents; (x) delay in giving or failure to
give notice of arrival or any other notice; (xi) any breach of contract between
the shipper(s) or vendor(s) and the consignee(s) or buyer(s); (xii) failure of
any instrument to bear any reference or adequate reference to the Letter of
Credit or failure of Documents to accompany any instrument at negotiation, or
failure of any person to note the amount of any instrument on the reverse of
the Letter of Credit or to send forward Documents apart from instruments as
required by the terms of the Letter of Credit or to send forward Documents
apart from instruments as required by the terms of the Letter of Credit, each
of which provisions, if contained in the Letter of Credit or itself, it is
agreed may be waived by the Issuing Bank or Correspondent; or (xiii) errors,
omissions, interruptions or delays in transmission or delivery of any messages
by mail, cable, telegraph, wireless or otherwise, whether or not they may be in
cipher.  Further, the Issuing Bank shall not be responsible for any act, error,
neglect or default, omission, insolvency or failure in business of any of its
Correspondents.  The occurrence of any one or more of the contingencies
referred to in the preceding sentences of this subsection 2.7(h) shall not
affect, impair or prevent the vesting of any of the Issuing Bank's rights or
powers hereunder or the Company's obligation to make reimbursement.  The
Company shall promptly examine (i) the copy of the Letter of Credit (and of any
amendments thereof) sent to it by the Issuing Bank or Correspondent and (ii)
all documents and instruments delivered to it from time to time by the Issuing
Bank or Correspondent, and, in the event of any claim of noncompliance with the
Company's instructions or other irregularity, will promptly notify the Issuing
Bank and Correspondent thereof in writing, the Company being conclusively
deemed to have waived any such claim against the Issuing Bank and Correspondent
unless such notice is given within two Business Days following receipt by the
Company of such Letter of Credit, amendment, document or instrument.

                 (i)      Upon any transfer, sale, delivery, surrender or
endorsement of any bill of lading, warehouse receipt or other Document at any
time(s) held by the Issuing Bank, or held for its account by any of its
correspondents or agents, or any bank or financial institution used by the
Issuing Bank in connection with the issuance of Letters of Credit, relative to
the Letter of Credit, the Company will indemnify and hold the Issuing Bank and
any such correspondent(s), agent(s), bank(s) and financial institution(s),
harmless from and against each and every claim, demand, action or suit which
may arise against the Issuing Bank or any correspondent(s), agent(s), bank(s)
and financial institution(s), by reason thereof.





                                       23
<PAGE>   31





         2.8     REPAYMENT.  The Company shall repay to the Banks on the
Revolving Termination Date the aggregate principal amount of Revolving Loans
outstanding on such date.

         2.9     INTEREST.

                 (a)      Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Fixed Rate, the Offshore Rate or the Reference Rate, as the case
may be (and subject to the Company's right to convert to other Types of Loans
under Section 2.4), plus the Applicable Margin.

                 (b)      Interest on each Loan shall be paid in arrears on
each Interest Payment Date.  Interest shall also be paid on the date of any
prepayment of Loans under Section 2.6 for the portion of the Loans so prepaid
and upon payment (including prepayment) in full thereof and, during the
existence of any Event of Default, interest shall be paid on demand of the
Agent at the request or with the consent of the Majority Banks.

                 (c)      Notwithstanding subsection (a) of this Section, while
any Event of Default exists or after acceleration, the Company shall pay
interest (after as well as before entry of judgment thereon to the extent
permitted by law) on the principal amount of all outstanding Loans and other
Obligations, at a rate per annum which is determined by adding 2% per annum to
the Applicable Margin then in effect for such Loans and, in the case of
Obligations not subject to an Applicable Margin, at a rate per annum equal to
the Reference Rate plus 2%; provided, however, that, on and after the
expiration of any Interest Period applicable to any Offshore Rate Loan or Fixed
Rate Loan outstanding on the date of occurrence of such Event of Default or
acceleration, the principal amount of such Loan shall, during the continuation
of such Event of Default or after acceleration, bear interest at a rate per
annum equal to the Reference Rate plus 2%.

                 (d)      Anything herein to the contrary notwithstanding, the
obligations of the Company to any Bank hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary
to the provisions of any law applicable to such Bank limiting the highest rate
of interest that may be lawfully contracted for, charged or received by such
Bank, and in such event the Company shall pay such Bank interest at the highest
rate permitted by applicable law.

         2.10    FEES.

                 (a)      AGENCY FEE.  The Company shall pay an agency fee to
the Agent for the Agent's own account, as required by the letter agreement
("Fee Letter") between the Company and the Agent dated November 15, 1996.

                 (b)      UNUSED LOAN FEE.  If during any calendar quarter
prior to the Termination Date (or portion of the calendar quarter for 1996 and
the calendar quarter in which the Termination Date occurs), the average daily
balance of the Revolving Loan is less than $45,000,000, the Company shall pay
to Agent, for the ratable benefit of the Banks, in addition to any interest,
late





                                       24
<PAGE>   32





charges or liquidated damages due under this Agreement, an amount ("Unused Loan
Fee") equal to the quotient of (i) an amount equal to (A) the positive
difference between $45,000,000 and the average daily balance of the Revolving
Loan during such calendar quarter in which the Termination Date occurs,
multiplied by (B) a rate equal to 0.15%, divided by (ii) four.  The amount of
any Unused Revolving Loan Fee shall be payable within five days after
determination thereof by Agent and notice to the Company of the amount thereof.

                 (c)      L/C FEES.  The Company agrees to pay (i) to the
Agent, for the ratable benefit of the Banks, a per annum fee ("LC Issuance
Fee"), payable quarterly, in arrears, prorated for any period less than one
year based on the Issuing Bank's customary practices, (a) with respect to the
Letters of Credit which are cash collateralized in a manner acceptable to the
Issuing Bank, equal to 0.125% of the undrawn face amount of such Letter of
Credit from time to time, and (b) with respect to all other Letters of Credit,
equal to 0.375% of the undrawn face amount of such Letter of Credit from time
to time, and in any event the LC Issuance Fee shall not be less than $150, plus
(ii) to the Issuing Bank, for the Issuing Bank's own account and not for the
account of any Bank, in addition to the LC Issuance Fee, the Issuing Bank's
standard administrative operating fees and charges in effect from time to time
for issuing and administering any Letter of Credit.  In the event the Issuing
Bank consents to the extension of the term ("Extended Term") of a Letter of
Credit beyond the term specified in subsection 2.7(b) ("Extended Letter of
Credit"), then the Company shall pay an additional LC Issuance Fee with respect
to each Extended Letter of Credit for each year or partial year the terms of
such Extended Letter of Credit extends beyond the term specified in subsection
2.7(b).  With respect to the payment of any fees or expenses that become due
hereunder, the Company authorizes and directs the Agent, at its option, to
cause such payment to be paid when due by charging such payment as a Revolving
Loan advance against the Revolving Loan Commitment established pursuant to
Section 2.1 of this Agreement.

         2.11    COMPUTATION OF FEES AND INTEREST.

                 (a)      All computations of interest for Reference Rate Loans
when the Reference Rate is determined by BAI's "reference rate" shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees and interest shall be made on the
basis of a 360-day year and actual days elapsed (which results in more interest
being paid than if computed on the basis of a 365-day year).  Interest and fees
shall accrue during each period during which interest or such fees are computed
from the first day thereof to the last day thereof.

                 (b)      Each determination of an interest rate by the Agent
shall be conclusive and binding on the Company and the Banks in the absence of
manifest error. The Agent will, at the request of the Company or any Bank,
deliver to the Company or the Bank, as the case may be, a statement showing the
quotations used by the Agent in determining any interest rate and the resulting
interest rate.

         2.12    PAYMENTS BY THE COMPANY.

                 (a)      All payments to be made by the Company shall be made
without set-off,





                                       25
<PAGE>   33





recoupment or counterclaim.  Except as otherwise expressly provided herein, all
payments by the Company shall be made to the Agent for the account of the Banks
at the Agent's Payment Office, and shall be made in dollars and in immediately
available funds, no later than 1:00 p.m. (Chicago time) on the date specified
herein.  The Agent will promptly distribute to each Bank its Pro Rata Share (or
other applicable share as expressly provided herein) of such payment in like
funds as received.  Any payment received by the Agent later than 1:00 p.m.
(Chicago time) shall be deemed to have been received on the following Business
Day and any applicable interest or fee shall continue to accrue.

                 (b)      Subject to the provisions set forth in the definition
of "Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and
such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.

                 (c)      Unless the Agent receives notice from the Company
prior to the date on which any payment is due to the Banks that the Company
will not make such payment in full as and when required, the Agent may assume
that the Company has made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required),
in reliance upon such assumption, distribute to each Bank on such due date an
amount equal to the amount then due such Bank.  If and to the extent the
Company has not made such payment in full to the Agent, each Bank shall repay
to the Agent on demand such amount distributed to such Bank, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date repaid.

         2.13    PAYMENTS BY THE BANKS TO THE AGENT.

                 (a)      Unless the Agent receives notice from a Bank on or
prior to the Closing Date or, with respect to any Borrowing after the Closing
Date, at least one Business Day prior to the date of such Borrowing, that such
Bank will not make available as and when required hereunder to the Agent for
the account of the Company the amount of that Bank's Pro Rata Share of the
Borrowing, the Agent may assume that each Bank has made such amount available
to the Agent in immediately available funds on the Borrowing Date and the Agent
may (but shall not be so required), in reliance upon such assumption, make
available to the Company on such date a corresponding amount.  If and to the
extent any Bank shall not have made its full amount available to the Agent in
immediately available funds and the Agent in such circumstances has made
available to the Company such amount, that Bank shall on the Business Day
following such Borrowing Date make such amount available to the Agent, together
with interest at the Federal Funds Rate for each day during such period.  A
notice of the Agent submitted to any Bank with respect to amounts owing under
this subsection (a) shall be conclusive, absent manifest error.  If such amount
is so made available, such payment to the Agent shall constitute such Bank's
Loan on the date of Borrowing for all purposes of this Agreement.  If such
amount is not made available to the Agent on the Business Day following the
Borrowing Date, the Agent will notify the Company of such failure to fund and,
upon demand by the Agent, the Company shall pay such amount to the Agent for
the Agent's account, together with interest thereon for each day elapsed since
the date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.





                                       26
<PAGE>   34





                 (b)      The failure of any Bank to make any Loan on any
Borrowing Date shall not relieve any other Bank of any obligation hereunder to
make a Loan on such Borrowing Date, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on any
Borrowing Date.

         2.14    SHARING OF PAYMENTS, ETC.  If, other than as expressly
provided elsewhere herein, any Bank shall obtain on account of the Loans made
by it any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its Pro Rata Share (or other share
contemplated hereunder), such Bank shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Banks such participations in the
Loans made by them as shall be necessary to cause such purchasing Bank to share
the excess payment pro rata with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Bank, such purchase shall to that extent be rescinded and each other
Bank shall repay to the purchasing Bank the purchase price paid therefor,
together with an amount equal to such paying Bank's ratable share (according to
the proportion of (i) the amount of such paying Bank's required repayment to
(ii) the total amount so recovered from the purchasing Bank) of any interest or
other amount paid or payable by the purchasing Bank in respect of the total
amount so recovered.  The Company agrees that any Bank so purchasing a
participation from another Bank may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.10) with respect to such participation as fully as if such Bank
were the direct creditor of the Company in the amount of such participation.
The Agent will keep records (which shall be conclusive and binding in the
absence of manifest error) of participations purchased under this Section and
will in each case notify the Banks following any such purchases or repayments.


                                   ARTICLE 3

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.1     TAXES.

                 (a)      Any and all payments by the Company to each Bank or
the Agent under this Agreement and any other Loan Document shall be made free
and clear of, and without deduction or withholding for, any Taxes.  In
addition, the Company shall pay all Other Taxes.

                 (b)      If the Company shall be required by law to deduct or
withhold any Taxes, Other Taxes or Further Taxes from or in respect of any sum
payable hereunder to any Bank or the Agent, then:

                          (i)     the sum payable shall be increased as
         necessary so that, after making all required deductions and
         withholdings (including deductions and withholdings applicable to
         additional sums payable under this Section), such Bank or the Agent,
         as the case may be, receives and retains an amount equal to the sum it
         would have received and retained had no such deductions or
         withholdings been made;





                                       27
<PAGE>   35





                          (ii)    the Company shall make such deductions and
         withholdings;

                          (iii)   the Company shall pay the full amount
         deducted or withheld to the relevant taxing authority or other
         authority in accordance with applicable law; and

                          (iv)    the Company shall also pay to each Bank or
         the Agent for the account of such Bank, at the time interest is paid,
         Further Taxes in the amount that the respective Bank specifies as
         necessary to preserve the after-tax yield the Bank would have received
         if such Taxes, Other Taxes or Further Taxes had not been imposed.

                 (c)      The Company agrees to indemnify and hold harmless
each Bank and the Agent for the full amount of i) Taxes, ii) Other Taxes, and
iii) Further Taxes in the amount that the respective Bank specifies as
necessary to preserve the after-tax yield the Bank would have received if such
Taxes, Other Taxes or Further Taxes had not been imposed, and any liability
(including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes, Other Taxes or
Further Taxes were correctly or legally asserted.  Payment under this
indemnification shall be made within 30 days after the date the Bank or the
Agent makes written demand therefor.

                 (d)      If any Bank becomes entitled to claim any
indemnification payment pursuant to this Section 3.1, it shall notify the
Company thereof within 90 days after such Bank becomes aware of the nature and
extent of such claim and shall also notify Agent thereof.  A certificate as to
any additional amounts payable pursuant to this Section 3.1 submitted by a Bank
to the Company shall be conclusive absent manifest error.  Such certificate
shall outline in reasonable detail the computation of any amounts claimed by it
under this Section 3.1 and the assumptions underlying such computation.  No
Bank shall, however, be required to disclose, in such certificate or otherwise,
any proprietary or confidential information.  No Bank shall be entitled to any
indemnification payment under this Section 3.1 unless it shall have notified
the Company that it will demand indemnification not later than 90 days after
the date on which the Bank becomes aware of the nature and extent of the claim.

                 (e)      Within 30 days after the date of any payment by the
Company of Taxes, Other Taxes or Further Taxes, the Company shall furnish to
each Bank or the Agent the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment satisfactory to such Bank or the
Agent.

                 (f)      If the Company is required to pay any amount to any
Bank or the Agent pursuant to subsection (b) or (c) of this Section, then such
Bank shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Company which may thereafter
accrue, if such change in the sole judgment of such Bank is not otherwise
disadvantageous to such Bank.





                                       28
<PAGE>   36





         3.2      ILLEGALITY.

                 (a)      If any Bank determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Bank or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Bank to the Company through
the Agent, any obligation of that Bank to make Offshore Rate Loans shall be
suspended until the Bank notifies the Agent and the Company that the
circumstances giving rise to such determination no longer exist.

                 (b)      If a Bank determines that it is unlawful to maintain
any Offshore Rate Loan, the Company shall, upon its receipt of notice of such
fact and demand from such Bank (with a copy to the Agent), prepay in full such
Offshore Rate Loans of that Bank then outstanding, together with interest
accrued thereon and amounts required under Section 3.4, either on the last day
of the Interest Period thereof, if the Bank may lawfully continue to maintain
such Offshore Rate Loans to such day, or immediately, if the Bank may not
lawfully continue to maintain such Offshore Rate Loan.  If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Bank, in the amount of
such repayment, a Reference Rate Loan.

                 (c)      If the obligation of any Bank to make or maintain
Offshore Rate Loans has been so terminated or suspended, the Company may elect,
by giving notice to the Bank through the Agent that all Loans which would
otherwise be made by the Bank as Offshore Rate Loans shall be instead Reference
Rate Loans.

                 (d)      Before giving any notice to the Agent under this
Section, the affected Bank shall designate a different Lending Office with
respect to its Offshore Rate Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the judgment of the
Bank, be illegal or otherwise disadvantageous to the Bank.

         3.3     INCREASED COSTS AND REDUCTION OF RETURN.

                 (a)      If any Bank determines that, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance by that Bank with any guideline or request
from any central bank or other Governmental Authority (whether or not having
the force of law), there shall be any increase in the cost to such Bank of
agreeing to make or making, funding or maintaining any Offshore Rate Loans or
Fixed Rate Loans, then the Company shall be liable for, and shall from time to
time, upon demand (with a copy of such demand to be sent to the Agent), pay to
the Agent for the account of such Bank, additional amounts as are sufficient to
compensate such Bank for such increased costs.

                 (b)      If any Bank shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change in any Capital
Adequacy Regulation, (iii) any change in the interpretation or administration
of any Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv)





                                       29
<PAGE>   37





compliance by the Bank (or its Lending Office) or any corporation controlling
the Bank with any Capital Adequacy Regulation, affects or would affect the
amount of capital required or expected to be maintained by the Bank or any
corporation controlling the Bank and (taking into consideration such Bank's or
such corporation's policies with respect to capital adequacy and such Bank's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitments, loans, credits or obligations
under this Agreement, then, upon demand of such Bank to the Company through the
Agent, the Company shall pay to the Bank, from time to time as specified by the
Bank, additional amounts sufficient to compensate the Bank for such increase.

                 (c)      Upon receiving a demand to pay amounts pursuant to
subsection 3.3(a) or 3.3(b), the Company may require the applicable Bank to
provide an opinion from such Bank's legal counsel or independent accountants to
the effect that (i) events of the type described in subsection 3.3(a) or
3.3(b), as the case may be, have occurred, and (ii) as a result of the
occurrence of such events, the Bank has incurred costs of the type described in
subsection 3.3(a) or 3.3(b), as the case may be.  The fees and expenses of the
legal counsel or independent accountants of the Bank shall be borne by the
Company.

         3.4     FUNDING LOSSES.  The Company shall reimburse each Bank and
hold each Bank harmless from any loss or expense which the Bank may sustain or
incur as a consequence of:

                 (a)      the failure of the Company to make on a timely basis
any payment of principal of any Offshore Rate Loan or Fixed Rate Loan;

                 (b)      the failure of the Company to borrow, continue or
convert a Loan after the Company has given (or is deemed to have given) a
Notice of Borrowing or a Notice of Conversion/ Continuation;

                 (c)      the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.6;

                 (d)      the prepayment or other payment (including after
acceleration thereof) of an Offshore Rate Loan or a Fixed Rate Loan on a day
that is not the last day of the relevant Interest Period; or

                 (e)      the automatic conversion under Section 2.4 of any
Offshore Rate Loan or Fixed Rate Loan to a Reference Rate Loan on a day that is
not the last day of the relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or Fixed Rate Loans
or from fees payable to terminate the deposits from which such funds were
obtained.  For purposes of calculating amounts payable by the Company to the
Banks under this Section and under subsection 3.3(a), (i) each Offshore Rate
Loan made by a Bank (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded at the LIBOR used
in determining the Offshore Rate for such Offshore Rate Loan by a matching
deposit or other borrowing in the interbank eurodollar





                                       30
<PAGE>   38





market for a comparable amount and for a comparable period, whether or not such
Offshore Rate Loan is in fact so funded, and (ii) each Fixed Rate Loan made by
a Bank (and each related reserve, special deposit or similar requirement) shall
be conclusively deemed to have been funded at the rate used in determining the
Fixed Rate for such Fixed Rate Loan by the issuance of Agent's certificate of
deposit in a comparable amount and for a comparable period, whether or not such
Fixed Rate Loan is in fact so funded.

         3.5     INABILITY TO DETERMINE RATES.  If the Agent determines that
for any reason adequate and reasonable means do not exist for determining the
Offshore Rate or the Fixed Rate for any requested Interest Period with respect
to a proposed Offshore Rate Loan or Fixed Rate Loan, or that the Offshore Rate
or the Fixed Rate applicable pursuant to subsection 2.9(a) for any requested
Interest Period with respect to a proposed Offshore Rate Loan or Fixed Rate
Loan does not adequately and fairly reflect the cost to the Banks of funding
such Loan, the Agent will promptly so notify the Company and each Bank.
Thereafter, the obligation of the Banks to make or maintain Fixed Rate Loans or
Offshore Rate Loans, as the case may be, hereunder shall be suspended until the
Agent upon the instruction of the Majority Banks revokes such notice in
writing.  Upon receipt of such notice, the Company may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it.  If the
Company does not revoke such Notice, the Banks shall make, convert or continue
the Loans, as proposed by the Company, in the amount specified in the
applicable notice submitted by the Company, but such Loans shall be made,
converted or continued as Reference Rate Loans instead of Fixed Rate Loans or
Offshore Rate Loans, as the case may be.

         3.6     RESERVES ON OFFSHORE RATE LOANS.  The Company shall pay to
each Bank, as long as such Bank shall be required under regulations of the FRB
to maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as "Eurocurrency
liabilities"), additional costs on the unpaid principal amount of each Offshore
Rate Loan equal to the actual costs of such reserves allocated to such Loan by
the Bank (as determined by the Bank in good faith, which determination shall be
conclusive), payable on each date on which interest is payable on such Loan,
provided the Company shall have received at least 15 days' prior written notice
(with a copy to the Agent) of such additional interest from the Bank.  If a
Bank fails to give notice 15 days prior to the relevant Interest Payment Date,
such additional interest shall be payable 15 days from receipt of such notice.

         3.7     CERTIFICATES OF BANKS.  Any Bank claiming reimbursement or
compensation under this Article 3 shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Bank hereunder and such certificate shall be conclusive and binding on
the Company in the absence of manifest error.

         3.8     SUBSTITUTION OF BANKS.  Upon the receipt by the Company from
any Bank (an "Affected Bank") of a claim for compensation under Section 3.3,
the Company may:  (i) request the Affected Bank to use its best efforts to
obtain a replacement bank or financial institution satisfactory to the Company
to acquire and assume all or a ratable part of all of such Affected Bank's
Loans and Commitment (a "Replacement Bank"); (ii) request one more of the other
Banks to acquire and assume all or part of such Affected Bank's Loans and
Commitment; or (iii) designate a Replacement





                                       31
<PAGE>   39





Bank.  Any such designation of a Replacement Bank under clause (i) or (iii)
shall be subject to the prior written consent of the Agent (which consent shall
not be unreasonably withheld).

         3.9     SURVIVAL.  The agreements and obligations of the Company in
this Article 3 shall survive the payment of all other Obligations.


                                   ARTICLE 4

                              CONDITIONS PRECEDENT

         4.1     CONDITIONS OF INITIAL LOANS. The obligation of each Bank to
make its initial Loan hereunder is subject to the condition that the Agent
shall have received on or before the Closing Date all of the following, in form
and substance reasonably satisfactory to the Agent and each Bank, and in
sufficient copies for each Bank:

                 (a)      CREDIT AGREEMENT AND NOTES.  This Agreement and the
Notes executed by each party thereto;

                 (b)      RESOLUTIONS; INCUMBENCY.

                          (i)     Copies of the resolutions of the board of
         directors of the Company and each Subsidiary that may become party to
         a Loan Document authorizing the transactions contemplated hereby,
         certified as of the Closing Date by the Secretary or an Assistant
         Secretary of such Person; and

                          (ii)    A certificate of the Secretary or Assistant
         Secretary of the Company, and each Subsidiary that may become party to
         a Loan Document certifying the names and true signatures of the
         officers of the Company or such Subsidiary authorized to execute,
         deliver and perform, as applicable, this Agreement, and all other Loan
         Documents to be delivered by it hereunder;

                 (c)      ORGANIZATION DOCUMENTS; GOOD STANDING. Each of the
following documents:

                          (i)     the articles or certificate of incorporation
         and the bylaws of the Company and each Subsidiary party to any Loan
         Document as in effect on the Closing Date, certified by the Secretary
         or Assistant Secretary of the Company or such Subsidiary as of the
         Closing Date; and

                          (ii)    a good standing certificate for the Company
         and each Subsidiary party to any Loan Document from the Secretary of
         State (or similar, applicable Governmental Authority) of its state of
         incorporation and each state where the Company or such Subsidiary is
         qualified to do business as a foreign corporation as of a recent date,
         together with a bring-down certificate by facsimile, dated the Closing
         Date;





                                       32
<PAGE>   40





                 (d)      LEGAL OPINION.  An opinion of Sonnenschein, Nath &
Rosenthal, counsel to the Company and addressed to the Agent and the Banks,
substantially in the form of Exhibit D;

                 (e)      PAYMENT OF FEES.  Evidence of payment by the Company
of all accrued and unpaid fees, costs and expenses to the extent then due and
payable on the Closing Date, together with Attorney Costs of BAI to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney Costs as shall constitute BAI's reasonable estimate of Attorney Costs
incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude final settling of accounts between
the Company and BAI); including any such costs, fees and expenses arising under
or referenced in Sections 2.10 and 10.04;

                 (f)      CERTIFICATE.  A certificate signed by a Responsible
Officer, dated as of the Closing Date, stating that:

                          (i)     the representations and warranties contained
         in Article 5 are true and correct on and as of such date, as though
         made on and as of such date;

                          (ii)    no Default or Event of Default exists or
         would result from the initial Borrowing; and

                          (iii)   there has occurred since July 31, 1996 no
         event or circumstance that has resulted or could reasonably be
         expected to result in a Material Adverse Effect; and

                 (g)      OTHER DOCUMENTS.  Such other approvals, opinions,
documents or materials as the Agent or any Bank may reasonably request.

         4.2     CONDITIONS TO ALL BORROWINGS.  The obligation of each Bank to
make any Loan to be made by it (including its initial Loan) or to continue or
convert any Loan under Section 2.4 is subject to the satisfaction of the
following conditions precedent on the relevant Borrowing Date or
Conversion/Continuation Date:

                 (a)      NOTICE OF BORROWING OR CONVERSION/CONTINUATION.  The
Agent shall have received (with, in the case of the initial Loan only, a copy
for each Bank) a Notice of Borrowing or a Notice of Conversion/Continuation, as
applicable;

                 (b)      CONTINUATION OF REPRESENTATIONS AND WARRANTIES.  The
representations and warranties in Article 5 shall be true and correct on and as
of such Borrowing Date or Conversion/Continuation Date with the same effect as
if made on and as of such Borrowing Date or Conversion/Continuation Date
(except to the extent such representations and warranties expressly refer to an
earlier date, in which case they shall be true and correct as of such earlier
date); provided, however, that the Company may from time to time update the
information set forth in the Schedules referred to in Article 5 for changes
occurring subsequent to the Closing Date so long as the new matters set forth
in the updated Schedules have not resulted in, and cannot reasonably be
expected to result in, a Material Adverse Effect; and





                                       33
<PAGE>   41




        
                 (c)     NO EXISTING DEFAULT.  No Default or Event of Default 
shall exist or shall result from such Borrowing or continuation or
conversion.

Each Notice of Borrowing and Notice of Conversion/Continuation submitted by the
Company hereunder shall constitute a representation and warranty by the Company
hereunder, as of the date of each such notice and as of each Borrowing Date or
Conversion/Continuation Date, as applicable, that the conditions in this
Section 4.2 are satisfied.


                                   ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and each Bank that:

         5.1     CORPORATE EXISTENCE AND POWER.  The Company and each of its
                 Subsidiaries: 


                 (a)      is a corporation duly organized, validly existing 
and in good standing under the laws of the jurisdiction of its
incorporation;

                 (b)      has the power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on
its business and to execute, deliver, and perform its obligations under the
Loan Documents;

                 (c)      is duly qualified as a foreign corporation and is
licensed and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification or license; and

                 (d)      is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

         5.2     CORPORATE AUTHORIZATION; NO CONTRAVENTION.  The execution,
delivery and performance by the Company and its Subsidiaries of this Agreement
and each other Loan Document to which such Person is party, have been duly
authorized by all necessary corporate action, and do not and will not:

                 (a)      contravene the terms of any of that Person's
Organization Documents;

                 (b)      conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing
any Contractual Obligation to which such Person is a party or any order,
injunction, writ or decree of any Governmental Authority to which such Person
or its property is subject; or

                 (c)      violate any Requirement of Law.





                                       34
<PAGE>   42





         5.3     GOVERNMENTAL AUTHORIZATION.  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any of its Subsidiaries of the Agreement or any other Loan Document.

         5.4     BINDING EFFECT.  This Agreement and each other Loan Document
to which the Company or any of its Subsidiaries is a party constitute the
legal, valid and binding obligations of the Company and any of its Subsidiaries
to the extent it is a party thereto, enforceable against such Person in
accordance with their respective terms.

         5.5     LITIGATION.  Except as specifically disclosed in Schedule 5.5,
there are no actions, suits, proceedings, claims or disputes pending, or to the
best knowledge of the Company, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, against the Company, or
its Subsidiaries or any of their respective properties which:

                 (a)      purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby or thereby;
or

                 (b)      if determined adversely to the Company or its
Subsidiaries, would reasonably be expected to have a Material Adverse Effect.
No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin
or restrain the execution, delivery or performance of this Agreement or any
other Loan Document, or directing that the transactions provided for herein or
therein not be consummated as herein or therein provided.

         5.6     NO DEFAULT.  No Default or Event of Default exists or would
result from the incurring of any Obligations by the Company.  As of the Closing
Date, neither the Company nor any Subsidiary is in default under or with
respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a
Material Adverse Effect, or that would, if such default had occurred after the
Closing Date, create an Event of Default under subsection 8.1(e).

         5.7     ERISA COMPLIANCE.  Except as specifically disclosed in
Schedule 5.7:

                 (a)      Each Plan is in compliance in all material respects
with the applicable provisions of ERISA, the Code and other federal or state
law.  Each Plan which is intended to qualify under Section 401(a) of the Code
has received a favorable determination letter from the IRS and to the best
knowledge of the Company, nothing has occurred which would cause the loss of
such qualification.  The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

                 (b)      There are no pending or, to the best knowledge of
Company, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan





                                       35
<PAGE>   43





which has resulted or could reasonably be expected to result in a Material
Adverse Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan which has resulted or
could reasonably be expected to result in a Material Adverse Effect.

                 (c)      (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither the Company nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA.

         5.8     USE OF PROCEEDS; MARGIN REGULATIONS.  The proceeds of the
Loans are to be used solely for the purposes set forth in and permitted by
Section 6.12 and Section 7.7.  Neither the Company nor any Subsidiary is
generally engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock.

         5.9     TITLE TO PROPERTIES.  The Company and each Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, have a Material Adverse Effect.  As of the
Closing Date, the property of the Company and its Subsidiaries is subject to no
Liens, other than Permitted Liens.

         5.10    TAXES.  The Company and its Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Company or any Subsidiary that would, if made, have a Material Adverse
Effect.

         5.11    FINANCIAL CONDITION.

                 (a)  The unaudited consolidated financial statements of the
Company and its Subsidiaries dated July 31, 1996, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal quarter ended on that date:

                          (i)     were prepared in accordance with GAAP
         consistently applied throughout the period covered thereby, except as
         otherwise expressly noted therein, subject to ordinary, good faith
         year end audit adjustments;

                          (ii)    fairly present the financial condition of the
         Company and its Subsidiaries as of the date thereof and results of
         operations for the period covered thereby;





                                       36
<PAGE>   44





         and

                          (iii)   except as specifically disclosed in Schedule
         5.11, show all material indebtedness and other liabilities, direct or
         contingent, of the Company and its consolidated Subsidiaries as of the
         date thereof, including liabilities for taxes, material commitments
         and Contingent Obligations.

                 (b)      Since July 31, 1996, there has been no Material 
Adverse Effect.

         5.12    ENVIRONMENTAL MATTERS.  Except as specifically disclosed in
Schedule 5.12, the Company and its Subsidiaries are in compliance with all
applicable Environmental Laws and no Environmental Claims have been asserted
against the Company or any of its Subsidiaries which in either case could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         5.13    REGULATED ENTITIES.  None of the Company, any Person
controlling the Company, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940.  The Company is not subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other Federal or state statute or regulation limiting its ability to incur
Indebtedness.

         5.14    NO BURDENSOME RESTRICTIONS.  Neither the Company nor any
Subsidiary is a party to or bound by any Contractual Obligation, or subject to
any restriction in any Organization Document, or any Requirement of Law, any of
which could reasonably be expected to have a Material Adverse Effect.

         5.15    COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC.  The
Company or its Subsidiaries own or are licensed or otherwise have the right to
use all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person.  To the best knowledge of the Company, no
slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the
Company or any Subsidiary infringes upon any rights held by any other Person.
Except as specifically disclosed in Schedule 5.5, no claim or litigation
regarding any of the foregoing is pending or threatened, and no patent,
invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Company,
proposed, which, in either case, could reasonably be expected to have a
Material Adverse Effect.

         5.16    SUBSIDIARIES.  As of the Closing Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.16 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 5.16.

         5.17    INSURANCE.  Except as specifically disclosed in Schedule 5.17,
the properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies





                                       37
<PAGE>   45





not Affiliates of the Company, in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the
Company or such Subsidiary operates.  Agent and each Bank acknowledge and agree
that the insurance coverages and insurers set forth in the summary of insurance
provided by the Company prior to the Closing Date satisfies the requirements of
this Section 5.17 as of the Closing Date.

         5.18    SWAP OBLIGATIONS.  Neither the Company nor any of its
Subsidiaries has incurred any outstanding obligations under any Swap Contracts.

         5.19    FULL DISCLOSURE.  None of the representations or warranties
made by the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Loan
Documents, contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading as of the time when made or delivered.


                                   ARTICLE 6

                             AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, unless the Majority
Banks waive compliance in writing:

         6.1     FINANCIAL STATEMENTS.  The Company shall deliver to the Agent,
in form and detail satisfactory to the Agent and the Majority Banks, with
sufficient copies for each Bank:

                 (a)      as soon as available, but not later than 90 days
after the end of each fiscal year (commencing with the fiscal year ended
January 31, 1997), a copy of the audited consolidated balance sheet of the
Company and its Subsidiaries as at the end of such year and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, and accompanied by the opinion of KMG Peat
Marwick LLP or another nationally-recognized independent public accounting firm
("Independent Auditor") which report shall state that such consolidated
financial statements present fairly the financial position for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years.  Such opinion shall not be qualified or limited as to the scope of audit
or the financial condition of the Company and its Subsidiaries as a going
concern; and

                 (b)      as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal year
(commencing with the fiscal quarter ended October 31, 1996), a copy of the
unaudited consolidated balance sheet of the Company and its Subsidiaries as of
the end of such quarter and the related consolidated statements of income,
shareholders' equity





                                       38
<PAGE>   46





and cash flows for the period commencing on the first day and ending on the
last day of such quarter, and certified by a Responsible Officer as fairly
presenting, in accordance with GAAP (subject to ordinary, good faith year-end
audit adjustments), the financial position and the results of operations of the
Company and the Subsidiaries.

         6.2     CERTIFICATES; OTHER INFORMATION.  The Company shall furnish to
the Agent, with sufficient copies for each Bank:

                 (a)      concurrently with the delivery of the financial
statements referred to in subsection 6.1(a), a statement of performance versus
financial covenants included in the Company's annual report;

                 (b)      concurrently with the delivery of the financial
statements referred to in subsections 6.1(a) and (b), a Compliance Certificate
executed by a Responsible Officer;

                 (c)      promptly, copies of all financial statements and
reports that the Company sends to its shareholders, and copies of all financial
statements and regular, periodical or special reports (including Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to, or file with, the SEC;

                 (d)      Within 30 days after the beginning of each fiscal
year the Company's "corporate business plan" in form and content reasonably
acceptable to Agent together with appropriate supporting details as reasonably
requested by Agent; and

                 (e)      promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary as
the Agent, at the request of any Bank, may from time to time reasonably
request.

         6.3     NOTICES.  The Company shall promptly notify the Agent and each
Bank:

                 (a)      of the occurrence of any Default or Event of Default,
and of the occurrence or existence of any event or circumstance that
foreseeably will become a Default or Event of Default;

                 (b)      of (i) any breach or non-performance of, or any
default under, a Contractual Obligation of the Company or any Subsidiary; (ii)
any dispute, litigation, investigation, proceeding or suspension between the
Company or any Subsidiary and any Governmental Authority; (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Company or any Subsidiary; including pursuant to any applicable
Environmental Laws; or (iv) any change in the financial condition or operations
of the Company or any Subsidiary, which has resulted, or is likely to result,
in a Material Adverse Effect;

                 (c)      of the occurrence of any of the following events
affecting the Company or any ERISA Affiliate (but in no event more than 10 days
after such event), and deliver to the Agent and each Bank a copy of any notice
with respect to such event that is filed with a Governmental





                                       39
<PAGE>   47





Authority and any notice delivered by a Governmental Authority to the Company
or any ERISA Affiliate with respect to such event:

                          (i)     an ERISA Event;

                          (ii)    a material increase in the Unfunded Pension
         Liability of any Pension Plan;

                          (iii)   the adoption of, or the commencement of
         contributions to, any Plan subject to Section 412 of the Code by the
         Company or any ERISA Affiliate; or

                          (iv)    the adoption of any amendment to a Plan
         subject to Section 412 of the Code, if such amendment results in a
         material increase in contributions or Unfunded Pension Liability.

                 (d)      of any material change in accounting policies or
financial reporting practices by the Company or any of its consolidated
Subsidiaries.

                 Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action (if any) the Company or
any affected Subsidiary proposes to take with respect thereto and at what time.
Each notice under subsection 6.3(a) shall describe with particularity any and
all clauses or provisions of this Agreement or other Loan Document that have
been (or foreseeably will be) breached or violated.

         6.4     PRESERVATION OF CORPORATE EXISTENCE, ETC.  The Company shall,
and shall cause each Subsidiary to:

                 (a)      preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its state or
jurisdiction of incorporation;

                 (b)      preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business except
in connection with transactions permitted by Section 7.3 and sales of assets
permitted by Section 7.2;

                 (c)      use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and

                 (d)      preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

         6.5     MAINTENANCE OF PROPERTY.  The Company shall maintain, and
shall cause each Subsidiary to maintain, and preserve all its property which is
used or useful in its business in good





                                       40
<PAGE>   48





working order and condition, ordinary wear and tear excepted, except as
permitted by Section 7.2.  The Company and each Subsidiary shall use the
standard of care typical in the industry in the operation and maintenance of
its facilities.

         6.6     INSURANCE.  The Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.  Agent and each Bank
acknowledge and agree that the insurance coverages and insurers set forth in
the summary of insurance provided by the Company prior to the Closing Date
satisfied the requirements of this Section 6.6 as of the Closing Date.

         6.7     PAYMENT OF OBLIGATIONS.  The Company shall, and shall cause
each Subsidiary to, pay and discharge as the same shall become due and payable,
all their respective obligations and liabilities, including:

                 (a)      all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are
being contested in good faith by appropriate proceedings and adequate reserves
in accordance with GAAP are being maintained by the Company or such Subsidiary;

                 (b)      all lawful claims which, if unpaid, would by law
become a Lien (other than a Permitted Lien) upon its property; and

                 (c)      all indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.

         6.8     COMPLIANCE WITH LAWS.  The Company shall comply, and shall
cause each Subsidiary to comply, in all material respects with all Requirements
of Law of any Governmental Authority having jurisdiction over it or its
business (including the Federal Fair Labor Standards Act), except such as may
be contested in good faith or as to which a bona fide dispute may exist.

         6.9     COMPLIANCE WITH ERISA.  The Company shall, and shall cause
each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

         6.10    INSPECTION OF PROPERTY AND BOOKS AND RECORDS.  The Company
shall maintain and shall cause each Subsidiary to maintain proper books of
record and account, in conformity with GAAP consistently applied.  The Company
shall permit, and shall cause each Subsidiary to permit, representatives and
independent contractors of the Agent or any Bank to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and





                                       41
<PAGE>   49





accounts with their respective directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Company.
If any Default or Event of Default exists, such inspection shall be at the
expense of the Company, otherwise it shall be at the expense of the Banks.  If
any Default or Event of Default exists, such inspection may be conducted at any
time during normal business hours and without advance notice.

         6.11    ENVIRONMENTAL LAWS.  The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws.

         6.12    USE OF PROCEEDS. The Company shall use the proceeds of the
Loans for working capital and other general corporate purposes not in
contravention of any Requirement of Law or of any Loan Document.


                                   ARTICLE 7

                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, unless the Majority
Banks waive compliance in writing:

         7.1     LIMITATION ON LIENS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of
its property, whether now owned or hereafter acquired, other than the following
("Permitted Liens"):

                 (a)      any Lien existing on property of the Company or any
Subsidiary on the Closing Date and set forth in Schedule 7.1 securing
Indebtedness outstanding on such date;

                 (b)      any Lien created under any Loan Document;

                 (c)      Liens for taxes, fees, assessments or other
governmental charges which are not delinquent or remain payable without
penalty, or to the extent that non-payment thereof is permitted by Section 6.7,
provided that no notice of lien has been filed or recorded under the Code;

                 (d)      carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary
course of business which are not delinquent or remain payable without penalty
or which are being contested in good faith and by appropriate proceedings,
which proceedings have the effect of preventing the forfeiture or sale of the
property subject thereto;

                 (e)      Liens (other than any Lien imposed by ERISA)
consisting of pledges or deposits required in the ordinary course of business
in connection with workers' compensation,





                                       42
<PAGE>   50





unemployment insurance and other social security legislation;

                 (f)      Liens on the property of the Company or its
Subsidiary securing (i) the non-delinquent performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, (ii)
contingent obligations on surety and appeal bonds, and (iii) other
non-delinquent obligations of a like nature; in each case, incurred in the
ordinary course of business, provided all such Liens in the aggregate would not
(even if enforced) cause a Material Adverse Effect;

                 (g)      Liens consisting of judgment or judicial attachment
liens, provided that the enforcement of such Liens is effectively stayed and
all such liens in the aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $500,000;

                 (h)      easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business which, in the
aggregate, do not interfere with the ordinary conduct of the businesses of the
Company and its Subsidiaries;

                 (i)      purchase money security interests on any property
acquired or held by the Company or its Subsidiaries in the ordinary course of
business, securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring such property; provided that
(i) such Lien attaches solely to the property so acquired in such transaction,
(ii) the principal amount of the debt secured thereby does not exceed 100% of
the cost of such property, and (iii) the principal amount of the Indebtedness
secured by any and all such purchase money security interests shall not at any
time exceed, together with Indebtedness permitted under subsection 7.6(e),
$500,000;

                 (j)      Liens securing obligations in respect of capital
leases on assets subject to such leases, provided that such capital leases are
otherwise permitted hereunder;

                 (k)      Liens arising solely by virtue of any statutory or
common law provision relating to banker's liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; provided that, except for deposits serving as
cash collateral for Letters of Credit, (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated
by the FRB, and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution;

                 (l)      Liens on any property securing Indebtedness permitted
to be incurred pursuant to subsections 7.6(d) and (g).

         7.2     NEGATIVE PLEDGE AGREEMENTS.  The Company shall not and shall
not suffer or permit any Subsidiary to, directly or indirectly, become subject
to any contractual restriction (other than restrictions set forth in this
Agreement) that would limit or preclude the Company or such Subsidiary from
granting liens on its assets to secure Indebtedness that is senior in right of
payment to the Senior Subordinated Notes.





                                       43
<PAGE>   51





         7.3     DISPOSITION OF ASSETS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, directly or indirectly, sell, assign,
lease, convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing,
except:

                 (a)      dispositions of inventory, or used, worn-out or
surplus equipment, all in the ordinary course of business;

                 (b)      the sale of equipment to the extent that such
equipment is exchanged for credit against the purchase price of similar
replacement equipment, or the proceeds of such sale are reasonably promptly
applied to the purchase price of such replacement equipment;

                 (c)      dispositions of inventory by the Company or any
Subsidiary to the Company or any Subsidiary pursuant to reasonable business
requirements;

                 (d)      transfers of assets by any Subsidiary to the Company;
and

                 (e)      dispositions not otherwise permitted hereunder which
are made for fair market value; provided, that (i) at the time of any
disposition, no Event of Default shall exist or shall result from such
disposition, (ii) the aggregate sales price from such disposition shall be paid
in cash, and (iii) the aggregate value of all assets so sold by the Company and
its Subsidiaries, together, shall not exceed in any fiscal year $500,000.

         7.4     CONSOLIDATIONS AND MERGERS.  The Company shall not, and shall
not suffer or permit any Subsidiary to, merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person, or to liquidate
or dissolve its business, except:

                 (a)      any Subsidiary may merge with the Company, provided
that the Company shall be the continuing or surviving corporation, or with any
one or more Subsidiaries, provided that if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be
the continuing or surviving corporation; and

                 (b)      any Subsidiary may sell all or substantially all of
its assets (upon voluntary liquidation or otherwise), to the Company or another
Wholly-Owned Subsidiary.

         7.5     LOANS AND INVESTMENTS.  The Company shall not purchase or
acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company (together, "Investments"), except for:

                 (a)      Investments held by the Company or Subsidiary in the
form of cash





                                       44
<PAGE>   52





equivalents or short term marketable securities;

                 (b)      extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or lease of goods or
services in the ordinary course of business;

                 (c)      extensions of credit by the Company to any of its
Wholly-Owned Subsidiaries or by any of its Wholly-Owned Subsidiaries to another
of its Wholly-Owned Subsidiaries;

                 (d)      Investments incurred in order to consummate
Acquisitions otherwise permitted herein, provided that (i) the Company delivers
to the Agent not less than 30 days prior written notice of any such
Acquisition, (ii) the total consideration paid for any such Acquisition shall
not exceed $20,000,000 at the time of such Investment, (iii) such Acquisitions
are undertaken in accordance with all applicable Requirements of Law, and (iv)
the prior, effective written consent or approval to such Acquisition of the
board of directors or equivalent governing body of the acquiree is obtained.

         7.6     LIMITATION ON INDEBTEDNESS.  The Company shall not, and shall
not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist,
or otherwise become or remain directly or indirectly liable with respect to,
any Indebtedness, except:

                 (a)      Indebtedness incurred pursuant to this Agreement;

                 (b)      Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 7.9;


                 (c)      Indebtedness evidenced by the Senior Subordinated
Notes;

                 (d)      Indebtedness existing on the Closing Date and set
forth in Schedule 7.6;

                 (e)      Indebtedness secured by Liens permitted by subsection
7.1(i) in an aggregate amount outstanding not to exceed $500,000;

                 (f)      Indebtedness incurred in connection with leases
permitted pursuant to Section 7.11; and

                 (g)      Indebtedness incurred for business purposes which,
together with additional Indebtedness permitted by the foregoing subsections of
this Section 7.6 (excluding Indebtedness represented by the Senior Subordinated
Notes and Indebtedness incurred under this Agreement) does not exceed
$8,000,000 in the aggregate at any time outstanding.

         7.7     TRANSACTIONS WITH AFFILIATES.  The Company shall not, and
shall not suffer or permit any Subsidiary to, enter into any transaction with
any Affiliate of the Company, except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or such
Subsidiary; provided, however, that the provisions of this Section 7.7 shall
not preclude the loans





                                       45
<PAGE>   53





to certain executive officers of the Company described on Schedule 7.7.

         7.8     USE OF PROCEEDS.  The Company shall not, and shall not suffer
or permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Company or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, or (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act.

         7.9     CONTINGENT OBLIGATIONS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist
any Contingent Obligations except:

                 (a)      endorsements for collection or deposit in the
ordinary course of business; and

                 (b)      Contingent Obligations of the Company and its
Subsidiaries existing as of the Closing Date and listed in Schedule 7.9.

         7.10    JOINT VENTURES.  The Company shall not, and shall not suffer
or permit any Subsidiary to enter into any Joint Venture, other than in the
ordinary course of business and other than foreign joint ventures related to
the current lines of business of the Company and its Subsidiaries.

         7.11    LEASE OBLIGATIONS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except for:

                 (a)      leases of the Company and of Subsidiaries in
existence on the Closing Date and any renewal, extension or refinancing
thereof;

                 (b)      operating leases entered into by the Company or any
Subsidiary after the Closing Date in the ordinary course of business;

                 (c)      leases entered into by the Company or any Subsidiary
after the Closing Date pursuant to sale-leaseback transactions permitted under
subsection 7.2(d);

                 (d)      capital leases other than those permitted under
clauses (a) and (c) of this Section, entered into by the Company or any
Subsidiary after the Closing Date to finance the acquisition of equipment;
provided that the aggregate annual rental payments for all such capital leases
shall not exceed in any fiscal year $2,000,000.

         7.12    RESTRICTED PAYMENTS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital stock
or any warrants, rights or options to acquire such shares, now or hereafter
outstanding; except that:





                                       46
<PAGE>   54





                 (a)      the Company and any Wholly-Owned Subsidiary may
declare and make dividend payments or other distributions payable solely in its
common stock;

                 (b)      the Company and any Wholly-Owned Subsidiary may
purchase, redeem or otherwise acquire shares of its common stock or warrants or
options to acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock;

                 (c)      the Company and any Wholly-Owned Subsidiary may
declare or pay cash dividends to its stockholders solely out of net income of
the Company and its Subsidiaries arising after January 31, 1996 and computed on
a cumulative consolidated basis, provided, that, immediately after giving
effect to such proposed action, no Default or Event of Default would exist; and

                 (d)      any Subsidiary may pay dividends to the Company.

         7.13    ERISA.  The Company shall not, and shall not suffer or permit
any of its ERISA Affiliates to:  (a) engage in a prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably expected to result in liability of the Company
in an aggregate amount in excess of $100,000; or (b) engage in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

         7.14    CHANGE IN BUSINESS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, engage in any material line of business
substantially different from those lines of business carried on by the Company
and its Subsidiaries on the date hereof.

         7.15    ACCOUNTING CHANGES.  The Company shall not, and shall not
suffer or permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of the Company or of any Subsidiary.

         7.16    AMENDMENT OF INDENTURE.  The Company shall not participate in
or permit any modification of the Indenture which would in any respect amend,
modify or impair the extent and manner in which the subordination provisions of
the Indenture extend to the benefit of the Banks with respect to the
Obligations.

         7.17    CONSOLIDATED LIQUIDITY RATIO.  The Company shall not permit
its Consolidated Liquidity Ratio as of the end of any fiscal quarter to be less
than 1.25 to 1.0.

         7.18    CONSOLIDATED SENIOR FUNDED DEBT TO CASH FLOW RATIO.   The
Company shall not permit its Consolidated Senior Funded Debt to Cash Flow Ratio
as of the end of any fiscal quarter to exceed 2.0 to 1.0.

         7.19    CONSOLIDATED TOTAL FUNDED DEBT TO CASH FLOW RATIO.  The
Company shall not permit its Consolidated Total Funded Debt to Cash Flow Ratio
as of the end of any fiscal quarter to exceed 3.5 to 1.0.





                                       47
<PAGE>   55





         7.20    CONSOLIDATED INTEREST COVERAGE RATIO.  The Company shall not
permit its Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters to be less than 2.0 to 1.0.

                                   ARTICLE 8

                               EVENTS OF DEFAULT

         8.1     EVENT OF DEFAULT.  Any of the following shall constitute an
"Event of Default":

                 (a)      NON-PAYMENT.  The Company fails to pay, (i) when and
as required to be paid herein, any amount of principal of any Loan, or (ii)
within five days after the same becomes due, any interest, fee or any other
amount payable hereunder or under any other Loan Document; or

                 (b)      REPRESENTATION OR WARRANTY.  Any representation or
warranty by the Company or any Subsidiary made or deemed made herein, in any
other Loan Document, or which is contained in any certificate, document or
financial or other statement by the Company, any Subsidiary, or any Responsible
Officer, furnished at any time under this Agreement, or in or under any other
Loan Document, is incorrect in any material respect on or as of the date made
or deemed made; or

                 (c)      SPECIFIC DEFAULTS.  The Company fails to perform or
observe any term, covenant or agreement contained in any of Section 6.1, 6.2,
6.3 or 6.9 or in Article 7; or

                 (d)      OTHER DEFAULTS.  The Company or any Subsidiary party
thereto fails to perform or observe any other term or covenant contained in
this Agreement or any other Loan Document, and such default shall continue
unremedied for a period of 20 days after the date upon which written notice
thereof is given to the Company by the Agent or any Bank; or

                 (e)      CROSS-DEFAULT.  The Company or any Subsidiary (A)
fails to make any payment in respect of any Indebtedness or Contingent
Obligation, having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $3,000,000 when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure;
or (B) fails to perform or observe any other condition or covenant, or any
other event shall occur or condition exist, under any agreement or instrument
relating to any such Indebtedness or Contingent Obligation, and such failure
continues after the applicable grace or notice period, if any, specified in the
relevant document on the date of such failure if the effect of such failure,
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause such Indebtedness to be declared to be due and payable prior to its
stated maturity, or such Contingent Obligation to become payable or cash
collateral in respect thereof to be demanded; or





                                       48
<PAGE>   56





                 (f)      INSOLVENCY; VOLUNTARY PROCEEDINGS.  The Company or
any Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject
to applicable grace periods, if any, whether at stated maturity or otherwise;
(ii) voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing; or

                 (g)      INVOLUNTARY PROCEEDINGS.  (i) Any involuntary
Insolvency Proceeding is commenced or filed against the Company or any
Subsidiary, or any writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against a substantial part of the Company's or any
Subsidiary's properties, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (ii) the Company or any Subsidiary admits the
material allegations of a petition against it in any Insolvency Proceeding, or
an order for relief (or similar order under non-U.S.  law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any Subsidiary acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

                 (h)      ERISA.  (i) An ERISA Event shall occur with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Company under Title IV of ERISA to
the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of $100,000, (ii) the aggregate amount of Unfunded Pension Liability
among all Pension Plans at any time exceeds $100,000; or (iii) the Company or
any ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount in excess of $100,000; or

                 (i)      MONETARY JUDGMENTS.  One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Subsidiary involving in the aggregate a liability
(to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $500,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of 10
days after the entry thereof; or

                 (j)      NON-MONETARY JUDGMENTS.  Any non-monetary judgment,
order or decree is entered against the Company or any Subsidiary which does or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                 (k)      CHANGE OF CONTROL.  There occurs any Change of 
Control; or

                 (l)      LOSS OF LICENSES.  Any Governmental Authority revokes
or fails to renew any material license, permit or franchise of the Company or
any Subsidiary, or the Company or any





                                       49
<PAGE>   57





Subsidiary for any reason loses any material license, permit or franchise, or
the Company or any Subsidiary suffers the imposition of any restraining order,
escrow, suspension or impound of funds in connection with any proceeding
(judicial or administrative) with respect to any material license, permit or
franchise; or

                 (m)      INVALIDITY OF SUBORDINATION PROVISIONS.  The
subordination provisions of the Indenture or any agreement or instrument
governing any other Subordinated Debt is for any reason revoked or invalidated,
or otherwise cease to be in full force and effect, any Person contests in any
manner the validity or enforceability thereof or denies that it has any further
liability or obligation thereunder, or the Indebtedness hereunder is for any
reason subordinated or does not have the priority contemplated by this
Agreement or such subordination provisions.

         8.2     REMEDIES.  If any Event of Default occurs, the Agent shall, at
the request of, or may, with the consent of, the Required Banks,

                 (a)      declare the commitment of each Bank to make Loans to
be terminated, whereupon such commitments shall be terminated;

                 (b)      declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;
and

                 (c)      exercise on behalf of itself and the Banks all rights
and remedies available to it and the Banks under the Loan Documents or
applicable law;

provided, however, that upon the occurrence of any event specified in
subsection (f) or (g) of Section 8.1 (in the case of clause (i) of subsection
(g) upon the expiration of the 60-day period mentioned therein), the obligation
of each Bank to make Loans shall automatically terminate and the unpaid
principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable without further act of the
Agent or any Bank.

         8.3     RIGHTS NOT EXCLUSIVE.  The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

                                   ARTICLE 9

                                   THE AGENT

         9.1     APPOINTMENT AND AUTHORIZATION; "AGENT".  Each Bank hereby
irrevocably (subject to Section 9.9) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of this Agreement or





                                       50
<PAGE>   58





any other Loan Document, together with such powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Loan Document, the Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall
the Agent have or be deemed to have any fiduciary relationship with any Bank,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.  Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with
reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any
applicable law.  Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

         9.2     DELEGATION OF DUTIES.  The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

         9.3     LIABILITY OF AGENT.  None of the Agent-Related Persons shall
(i) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any of the Banks
for any recital, statement, representation or warranty made by the Company or
any Subsidiary or Affiliate of the Company, or any officer thereof, contained
in this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Loan Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document, or for any failure of the Company or
any other party to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any obligation to any Bank
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Company or any
of the Company's Subsidiaries or Affiliates.

         9.4     RELIANCE BY AGENT.

                 (a)      The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Company), independent accountants and other experts selected by the
Agent.  The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Banks as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which





                                       51
<PAGE>   59





may be incurred by it by reason of taking or continuing to take any such
action.  The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Majority Banks and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
of the Banks.

                 (b)      For purposes of determining compliance with the
conditions specified in Section 4.1, each Bank that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter either sent by the Agent to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Bank.

         9.5     NOTICE OF DEFAULT.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Banks, unless the Agent
shall have received written notice from a Bank or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default".  The Agent will notify the Banks of its
receipt of any such notice.  The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Majority Banks in
accordance with Article 8; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Banks.

         9.6     CREDIT DECISION.  Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that
no act by the Agent hereinafter taken, including any review of the affairs of
the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank.  Each Bank
represents to the Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
credit worthiness of the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Company
hereunder.  Each Bank also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and credit worthiness of the Company.
Except for notices, reports and other documents expressly herein required to be
furnished to the Banks by the Agent, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or credit worthiness of the Company which may come into the
possession of any of the Agent-Related Persons.

         9.7     INDEMNIFICATION OF AGENT.  Whether or not the transactions
contemplated hereby





                                       52
<PAGE>   60





are consummated, the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company and
without limiting the obligation of the Company to do so), pro rata, from and
against any and all Indemnified Liabilities; provided, however, that no Bank
shall be liable for the payment to the Agent-Related Persons of any portion of
such Indemnified Liabilities resulting solely from such Person's gross
negligence or willful misconduct.  Without limitation of the foregoing, each
Bank shall reimburse the Agent upon demand for its ratable share of any costs
or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Agent is
not reimbursed for such expenses by or on behalf of the Company.  The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

         9.8     AGENT IN INDIVIDUAL CAPACITY.  BAI and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BAI were not the Agent hereunder and
without notice to or consent of the Banks.  The Banks acknowledge that,
pursuant to such activities, BAI or its Affiliates may receive information
regarding the Company or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the Agent shall be under no obligation to
provide such information to them.  With respect to its Loans, BAI shall have
the same rights and powers under this Agreement as any other Bank and may
exercise the same as though it were not the Agent, and the terms "Bank" and
"Banks" include BAI in its individual capacity.

         9.9     SUCCESSOR AGENT.  The Agent may, and at the request of the
Majority Banks shall, resign as Agent upon 30 days' notice to the Banks.  If
the Agent resigns under this Agreement, the Majority Banks shall appoint from
among the Banks a successor agent for the Banks which successor agent shall be
approved by the Company.  If no successor agent is appointed prior to the
effective date of the resignation of the Agent, the Agent may appoint, after
consulting with the Banks and the Company, a successor agent from among the
Banks.  Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the
retiring Agent and the term "Agent" shall mean such successor agent and the
retiring Agent's appointment, powers and duties as Agent shall be terminated.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Article 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.  If no successor agent has accepted appointment as Agent by the date
which is 30 days following a retiring Agent's notice of resignation, the
retiring Agent's resignation shall nevertheless thereupon become effective and
the Banks shall perform all of the duties of the Agent hereunder until such
time, if any, as the Majority Banks appoint a successor agent as provided for
above.

         9.10    WITHHOLDING TAX.





                                       53
<PAGE>   61





                 (a)      If any Bank is a "foreign corporation, partnership or
trust" within the meaning of the Code and such Bank claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code,
such Bank agrees with and in favor of the Agent, to deliver to the Agent:

                          (i)     if such Bank claims an exemption from, or a
         reduction of, withholding tax under a United States tax treaty, two
         properly completed and executed copies of IRS Form 1001 before the
         payment of any interest in the first calendar year and before the
         payment of any interest in each third succeeding calendar year during
         which interest may be paid under this Agreement;

                          (ii)    if such Bank claims that interest paid under
         this Agreement is exempt from United States withholding tax because it
         is effectively connected with a United States trade or business of
         such Bank, two properly completed and executed copies of IRS Form 4224
         before the payment of any interest is due in the first taxable year of
         such Bank and in each succeeding taxable year of such Bank during
         which interest may be paid under this Agreement; and

                           (iii)  such other form or forms as may be required
         under the Code or other laws of the United States as a condition to
         exemption from, or reduction of, United States withholding tax.

Such Bank agrees to promptly notify the Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.

                 (b)      If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Bank sells, assigns, grants a participation in, or otherwise transfers all
or part of the Obligations of the Company to such Bank, such Bank agrees to
notify the Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Company to such Bank.  To the extent of
such percentage amount, the Agent will treat such Bank's IRS Form 1001 as no
longer valid.

                 (c)      If any Bank claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of the
Company to such Bank, such Bank agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

                 (d)      If any Bank is entitled to a reduction in the
applicable withholding tax, the Agent may withhold from any interest payment to
such Bank an amount equivalent to the applicable withholding tax after taking
into account such reduction.  However, if the forms or other documentation
required by subsection (a) of this Section are not delivered to the Agent, then
the Agent may withhold from any interest payment to such Bank not providing
such forms or other documentation an amount equivalent to the applicable
withholding tax imposed by Sections 1441 and 1442 of the Code, without
reduction.





                                       54
<PAGE>   62





                 (e)      If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered or was not properly executed,
or because such Bank failed to notify the Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax
ineffective, or for any other reason) such Bank shall indemnify the Agent fully
for all amounts paid, directly or indirectly, by the Agent as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, together
with all costs and expenses (including Attorney Costs).  The obligation of the
Banks under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent.


                                   ARTICLE 10

                                 MISCELLANEOUS

         10.1    AMENDMENTS AND WAIVERS.  No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Company or any applicable Subsidiary therefrom,
shall be effective unless the same shall be in writing and signed by the
Majority Banks (or by the Agent at the written request of the Majority Banks)
and the Company and acknowledged by the Agent, and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver, amendment, or
consent shall, unless in writing and signed by all the Banks and the Company
and acknowledged by the Agent, do any of the following:

                 (a)      increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to Section 8.2);

                 (b)      postpone or delay any date fixed by this Agreement or
any other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document;

                 (c)      reduce the principal of, or the rate of interest
specified herein on any Loan, or any fees or other amounts payable hereunder or
under any other Loan Document;

                 (d)      change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Banks
or any of them to take any action hereunder; or

                 (e)      amend this Section, or Section 2.14, or any provision
herein providing for consent or other action by all Banks;

and, provided further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Agent in addition to the Majority Banks or all the
Banks, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document.





                                       55
<PAGE>   63





         10.2    NOTICES.

                 (a)      All notices, requests, consents, approvals, waivers
and other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by the Company by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on
Schedule 10.2, and (ii) shall be followed promptly by delivery of a hard copy
original thereof) and mailed, faxed or delivered, to the address or facsimile
number specified for notices on Schedule 10.2; or, as directed to the Company
or the Agent, to such other address as shall be designated by such party in a
written notice to the other parties, and as directed to any other party, at
such other address as shall be designated by such party in a written notice to
the Company and the Agent.

                 (b)      All such notices, requests and communications shall,
when transmitted by overnight delivery, or faxed, be effective when delivered
for overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Article 2 or 9 to the Agent shall not be effective until
actually received by the Agent.

                 (c)      Any agreement of the Agent and the Banks herein to
receive certain notices by telephone or facsimile is solely for the convenience
and at the request of the Company.  The Agent and the Banks shall be entitled
to rely on the authority of any Person purporting to be a Person authorized by
the Company to give such notice and the Agent and the Banks shall not have any
liability to the Company or other Person on account of any action taken or not
taken by the Agent or the Banks in reliance upon such telephonic or facsimile
notice.  The obligation of the Company to repay the Loans shall not be affected
in any way or to any extent by any failure by the Agent and the Banks to
receive written confirmation of any telephonic or facsimile notice or the
receipt by the Agent and the Banks of a confirmation which is at variance with
the terms understood by the Agent and the Banks to be contained in the
telephonic or facsimile notice.

         10.3    NO WAIVER; CUMULATIVE REMEDIES.  No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof;  nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

         10.4    COSTS AND EXPENSES.  The Company shall:

                 (a)      whether or not the transactions contemplated hereby
are consummated, pay or reimburse BAI (including in its capacity as Agent) and
each Bank within five Business Days after demand (subject to subsection 4.1(f))
for all reasonable costs and expenses incurred by BAI (including in its
capacity as Agent) and each Bank in connection with the development,
preparation, delivery and execution of, and any amendment, supplement, waiver
or modification to (in each case, whether or not consummated), this Agreement,
any Loan Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby, including reasonable Attorney Costs incurred by BAI (including





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<PAGE>   64





in its capacity as Agent) and any Bank with respect thereto; and

                 (b)      pay or reimburse the Agent and each Bank within five
Business Days after demand (subject to subsection 4.1(f)) for all reasonable
costs and expenses (including Attorney Costs) incurred by them in connection
with the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or any other Loan Document during the existence
of an Event of Default or after acceleration of the Loans (including in
connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding).

         10.5    COMPANY INDEMNIFICATION.  Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify, defend and
hold the Agent-Related Persons, and each Bank and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of the
Agent or replacement of any Bank)  be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement
or any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement or the Loans
or the use of the proceeds thereof, whether or not any Indemnified Person is a
party thereto (all the foregoing, collectively, the "Indemnified Liabilities");
provided, that the Company shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities resulting solely
from the gross negligence or willful misconduct of such Indemnified Person. The
agreements in this Section shall survive payment of all other Obligations.

         10.6    PAYMENTS SET ASIDE.  To the extent that the Company makes a
payment to the Agent or the Banks, or the Agent or the Banks exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Agent or such Bank in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any Insolvency
Proceeding or otherwise, then (a) to the extent of such recovery the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
set-off had not occurred, and (b) each Bank severally agrees to pay to the
Agent upon demand its pro rata share of any amount so recovered from or repaid
by the Agent.

         10.7    SUCCESSORS AND ASSIGNS.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of the Agent and each Bank.





                                       57
<PAGE>   65





         10.8    ASSIGNMENTS, PARTICIPATIONS, ETC.

                 (a)      Any Bank may, with the written consent of the Agent,
which consents shall not be unreasonably withheld, at any time assign and
delegate to one or more Eligible Assignees (provided that no written consent of
the Agent shall be required in connection with any assignment and delegation by
a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an
"Assignee") all, or any ratable part of all, of the Loans, the Commitments and
the other rights and obligations of such Bank hereunder, in a minimum amount
equal to the lesser of (i) $5,000,000 or (ii) the remaining amount of such
Bank's Commitments; provided, however, that the Company and the Agent may
continue to deal solely and directly with such Bank in connection with the
interest so assigned to an Assignee until (i) written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the Company
and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee
shall have delivered to the Company and the Agent an Assignment and Acceptance
in the form of Exhibit E ("Assignment and Acceptance") together with any Note
or Notes subject to such assignment and (iii) the assignor Bank or Assignee has
paid to the Agent a processing fee in the amount of $2,500.

                 (b)      From and after the date that the Agent notifies the
assignor Bank that it has received (and provided its consent with respect to)
an executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent
that rights and obligations hereunder and under the other Loan Documents have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Loan Documents.

                 (c)      Within five Business Days after its receipt of notice
by the Agent that it has received an executed Assignment and Acceptance and
payment of the processing fee, the Company shall execute and deliver to the
Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and,
if the assignor Bank has retained a portion of its Loans and its Commitment,
replacement Notes in the principal amount of the Loans retained by the assignor
Bank (such Notes to be in exchange for, but not in payment of, the Notes held
by such Bank).  Immediately upon each Assignee's making its processing fee
payment under the Assignment and Acceptance, this Agreement shall be deemed to
be amended to the extent, but only to the extent, necessary to reflect the
addition of the Assignee and the resulting adjustment of the Commitments
arising therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Bank pro tanto.

                 (d)      Any Bank may at any time sell to one or more
commercial banks or other Persons not Affiliates of the Company (a
"Participant") participating interests in any Loans, the Commitment of that
Bank and the other interests of that Bank (the "originating Bank") hereunder
and under the other Loan Documents; provided, however, that (i) the originating
Bank's obligations under this Agreement shall remain unchanged, (ii) the
originating Bank shall remain solely responsible for the performance of such
obligations, (iii) the Company and the Agent shall continue to deal solely and
directly with the originating Bank in connection with the originating Bank's
rights





                                       58
<PAGE>   66





and obligations under this Agreement and the other Loan Documents, and (iv) no
Bank shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document, except to the
extent such amendment, consent or waiver would require unanimous consent of the
Banks as described in the first proviso to Section 10.1. In the case of any
such participation, the Participant shall be entitled to the benefit of
Sections 3.1, 3.3 and 10.5 as though it were also a Bank hereunder, and if
amounts outstanding under this Agreement are due and unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event
of Default, each Participant shall be deemed to have the right of set-off in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Bank under this Agreement.

                 (e)      Notwithstanding any other provision in this
Agreement, any Bank may at any time create a security interest in, or pledge,
all or any portion of its rights under and interest in this Agreement and the
Note held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and
such Federal Reserve Bank may enforce such pledge or security interest in any
manner permitted under applicable law.

         10.9    CONFIDENTIALITY.  Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret"  by the Company and provided to it by the Company or any Subsidiary,
or by the Agent on the Company's or such Subsidiary's behalf, under this
Agreement or any other Loan Document, and neither it nor any of its Affiliates
shall use any such information other than in connection with or in enforcement
of this Agreement and the other Loan Documents or in connection with other
business now or hereafter existing or contemplated with the Company or any
Subsidiary; except to the extent such information (i) was or becomes generally
available to the public other than as a result of disclosure by the Bank, or
(ii) was or becomes available on a  non-confidential basis from a source other
than the Company, provided that such source is not bound by a confidentiality
agreement with the Company known to the Bank; provided, however, that any Bank
may disclose such information (A) at the request or pursuant to any requirement
of any Governmental Authority to which the Bank is subject or in connection
with an examination of such Bank by any such authority; (B) pursuant to
subpoena or other court process; (C) when required to do so in accordance with
the provisions of any applicable Requirement of Law; (D) to the extent
reasonably required in connection with any litigation or proceeding to which
the Agent, any Bank or their respective Affiliates may be party; (E) to the
extent reasonably required in connection with the exercise of any remedy
hereunder or under any other Loan Document; (F) to such Bank's independent
auditors and other professional advisors; (G) to any Participant or Assignee,
actual or potential, provided that such Person agrees in writing to keep such
information confidential to the same extent required of the Banks hereunder;
(H) as to any Bank or its Affiliate, as expressly permitted under the terms of
any other document or agreement regarding confidentiality to which the Company
or any Subsidiary is party or is deemed party with such Bank or such Affiliate;
and (I) to its Affiliates.

         10.10   SET-OFF.  In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and





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from time to time, without prior notice to the Company, any such notice being
waived by the Company to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other indebtedness at any time owing by, such
Bank to or for the credit or the account of the Company against any and all
Obligations owing to such Bank, now or hereafter existing, irrespective of
whether or not the Agent or such Bank shall have made demand under this
Agreement or any Loan Document and although such Obligations may be contingent
or unmatured.  Each Bank agrees promptly to notify the Company and the Agent
after any such set-off and application made by such Bank; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.

         10.11   AUTOMATIC DEBITS OF FEES.  With respect to any fee, or any
other cost or expense (including Attorney Costs) due and payable to the Agent,
BAI or BAI under the Loan Documents, the Company hereby irrevocably authorizes
BAI to debit any deposit account of the Company with BAI in an amount such that
the aggregate amount debited from all such deposit accounts does not exceed
such fee or other cost or expense.  If there are insufficient funds in such
deposit accounts to cover the amount of the fee or other cost or expense then
due, such debits will be reversed (in whole or in part, in BAI's sole
discretion) and such amount not debited shall be deemed to be unpaid.  No such
debit under this Section shall be deemed a set-off.

         10.12   NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC.  Each Bank
shall notify the Agent in writing of any changes in the address to which
notices to the Bank should be directed, of addresses of any Lending Office, of
payment instructions in respect of all payments to be made to it hereunder and
of such other administrative information as the Agent shall reasonably request.

         10.13   COUNTERPARTS.  This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         10.14   SEVERABILITY.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

         10.15   NO THIRD PARTIES BENEFITED.  This Agreement is made and
entered into for the sole protection and legal benefit of the Company, the
Banks, the Agent and the Agent-Related Persons, and their permitted successors
and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents.

         10.16   DESIGNED SENIOR INDEBTEDNESS.  The Obligations are hereby
designated by the Company as "Designated Senior Indebtedness", as defined in
the Indenture.





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<PAGE>   68





         10.17   GOVERNING LAW AND JURISDICTION.

                 (a)      THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED
THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                 (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE COMPANY, THE AGENT AND
THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE
COMPANY, THE AGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
ILLINOIS LAW.

         10.18   WAIVER OF JURY TRIAL.  THE COMPANY, THE BANKS AND THE AGENT
EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
THE COMPANY, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

         10.19   ENTIRE AGREEMENT.  This Agreement, together with the other
Loan Documents, embodies the entire agreement and understanding among the
Company, the Banks and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.





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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in Chicago, Illinois by their proper and duly
authorized officers as of the day and year first above written.

                                        SPECIALTY EQUIPMENT COMPANIES, INC.
                                        
                                        
                                        
                                        By:
                                        Name:
                                        Title:
                                        
                                        
                                        BANK OF AMERICA ILLINOIS, as Agent
                                        
                                        
                                        
                                        By:
                                        Name:
                                        Title:
                                        
                                        
                                        BANK OF AMERICA ILLINOIS, as a Bank
                                        
                                        
                                        By:
                                        Name:
                                        Title:
                                        
                                        
                                        HARRIS TRUST AND SAVINGS BANK, as a Bank
                                        
                                        
                                        By:
                                        Name:
                                        Title:
                                        
                                        
                                        THE FIRST NATIONAL BANK OF CHICAGO, 
                                        as a Bank
                                        
                                        
                                        By:
                                        Name:
                                        Title:





                                       62