Exhibit 4(a)

                      AMENDED AND RESTATED CREDIT AGREEMENT

This Agreement, dated as of March 30, 2001, is among Coachmen Industries, Inc.,
the Lenders, and Bank One, Indiana, N.A., as Administrative Agent.

Recital: The Borrower and the Lenders desire to amend and restate the Original
Agreement in its entirety. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

As used in this Agreement:

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

"Advance" means a borrowing hereunder, (i) made by some or all of the Lenders on
the same Borrowing Date, or (ii) converted or continued by the Lenders on the
same date of conversion or continuation, consisting, in either case, of the
aggregate amount of the several Loans of the same Type and, in the case of
Eurodollar Loans, for the same Interest Period. The term "Advance" shall include
Swing Line Loans unless otherwise expressly provided.

"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

"Agent" means Bank One in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to Article X.

"Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as increased or reduced from time to time pursuant to the terms hereof.
As of the date hereof, the Aggregate Commitment is $33,333,333.55.

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

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

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



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

"Applicable Fee Rate" means, at any time, the percentage rate per annum at which
Facility Fees are accruing on the Aggregate Commitment (without regard to usage)
at such time as set forth in the Pricing Schedule, provided, however, that
notwithstanding the foregoing, from the Effective Date until the fifth Business
Day after the Agent receives the audited financial statements of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2001 pursuant to
Section 6.1(i), the Applicable Fee Rate shall be 0.50% per annum.

"Applicable Margin" means, with respect to Advances of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to
Advances of such Type as set forth in the Pricing Schedule, provided, however,
that notwithstanding the foregoing, from the Effective Date until the fifth
Business Day after the Agent receives the audited financial statements of the
Borrower and its Subsidiaries for the fiscal year ended December 31, 2001
pursuant to Section 6.1(i), the Applicable Margin with respect to Eurodollar
Advances shall be 1.75% per annum and the Applicable Margin with respect to
Floating Rate Advances shall be 0.50% per annum.

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

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

"Authorized Officer" means any of the chief executive officer, president, chief
operating officer, chief financial officer, chief accounting officer or
treasurer of the Borrower, acting singly.

"Available Aggregate Commitment" means, at any time, the Aggregate Commitment
then in effect minus the Aggregate Outstanding Credit Exposure at such time.

"Bank One" means Bank One, Indiana, N.A., a national banking association, in its
individual capacity, and its successors.

"Borrower" means Coachmen Industries, Inc., an Indiana corporation, and its
successors and assigns.

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

"Borrowing Notice" is defined in Section 2.8.

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

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


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

"Cash Equivalent Investments" means (i) short-term obligations of, or fully
guaranteed by, the United States of America, (ii) commercial paper rated A-1 or
better by S&P or P-1 or better by Moody's at the time of investment therein,
(iii) demand deposit accounts maintained in the ordinary course of business,
(iv) certificates of deposit issued by and time deposits with commercial banks
(whether domestic or foreign) having capital and surplus in excess of
$100,000,000, (v) fully collateralized repurchase agreements with a term of not
more than 30 days for securities described in clause (i) above and entered into
with a financial institution satisfying the criteria described in clause (iv)
above, (vi) short-term obligations consisting of discount notes issued by the
Federal National Mortgage Association (FNMA), the Federal Farm Credit Banks
Funding Corporation (FFCB), the Federal Home Loan Bank System (FHLB), the
Student Loan Marketing Association (SLMA) or the Federal Home Loan Mortgage
Corporation (FHLMC), and (vii) shares of money market mutual funds having net
assets in excess of $500,000,000 the investments of which are limited to one or
more of the types of investments described in clauses (i), (ii), (iii), (iv),
(v) and (vi) above, provided that such mutual funds have maturities which occur
or redemption or withdrawal rights which are exercisable no later than one year
from the date of investment; and provided further in the case of investments
described in clauses (i) through (vi) above, that the same provide for payment
of both principal and interest (and not principal alone or interest alone) and
are not subject to any contingency regarding the payment of principal or
interest.

"Change in Control" means (i) the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 20% or more of the outstanding shares of voting stock of the
Borrower or (ii) the majority of the Board of Directors of the Borrower fails to
consist of Continuing Directors.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time, and any rule or regulation issued
thereunder.

"Collateral Documents" means, collectively, all agreements, instruments and
documents executed in connection with this Agreement that are intended to create
or evidence Liens to secure the Obligations or the Guaranty of the Obligations,
including, without limitation, any pledge agreement executed pursuant to the
terms of Section 6.17(b).

"Commitment" means, for each Lender, the obligation of such Lender to make
Revolving Loans not exceeding the amount set forth opposite its name on Schedule
I hereto, as it may be modified as a result of any assignment that has become
effective pursuant to Section 12.3.2 or as otherwise modified from time to time
pursuant to the terms hereof.

"Consolidated EBIT" means Consolidated Net Income plus, to the extent deducted
from revenues in determining Consolidated Net Income, (i) Consolidated Interest
Expense and (ii) expense for taxes paid or accrued, minus, to the extent
included in Consolidated Net Income, extraordinary gains realized other than in
the ordinary course of business, all calculated for the Borrower and its
Subsidiaries on a consolidated basis.

"Consolidated EBITDA" means Consolidated EBIT plus, to the extent deducted from
revenues in determining Consolidated Net Income, (i) depreciation and (ii)
amortization of intangibles, all calculated for the Borrower and its
Subsidiaries on a consolidated basis.

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

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"Consolidated Net Income" means, with reference to any period, the net after-tax
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, excluding minority interests and including
only dividends actually received by the Borrower from any entity which is not a
Subsidiary.

"Consolidated Net Worth" means at any time the consolidated stockholders' equity
of the Borrower and its Subsidiaries calculated on a consolidated basis as of
such time.

"Consolidated Tangible Net Worth" means Consolidated Net Worth minus, to the
extent included as assets in determining Consolidated Net Worth, the net book
value of all (i) goodwill, including, without limitation, the excess of cost
over book value of any asset, (ii) organization or experimental expenses, (iii)
unamortized debt discount and expense, (iv) patents, trademarks, trade names and
copyrights, (v) treasury stock, (vi) franchises, licenses and permits, and (vii)
other assets which are deemed intangible assets under Agreement Accounting
Principles.

"Consolidated Total Debt" means at any time the Indebtedness of the Borrower and
its Subsidiaries calculated on a consolidated basis as of such time, including
all guaranties of the Indebtedness of Persons other than the Borrower and its
Subsidiaries and all Off-Balance Sheet Liabilities of the Borrower and its
Subsidiaries calculated on a consolidated basis as of such time regardless of
the treatment of such guaranties or Off-Balance Sheet Liabilities under
Agreement Accounting Principles. "Continuing Director" means, as of any date of
determination, any member of the board of directors of the Company who (a) was a
member of such board of directors on the date hereof, or (b) was nominated for
election or elected to such board of directors with the approval of the
Continuing Directors who were members of such board at the time of such
nomination or election.

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

"Default" means an event described in Article VII.

"Domestic Subsidiary" means any Subsidiary organized under the laws of the
United States of America, any State thereof or the District of Columbia.

"Effective Date" is defined in Section 4.1.

"Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

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

"ERISA Affiliate" means, with respect to any Person, any trade or business
(whether or not incorporated) which, together with such Person or any Subsidiary
of such Person, would be treated as a single employer under Section 414 of the
Code.

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

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the applicable British Bankers' Association Interest
Settlement Rate


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for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period, provided that, (i) if
Reuters Screen FRBD is not available to the Agent for any reason, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the
applicable British Bankers' Association Interest Settlement Rate for deposits in
U.S. dollars as reported by any other generally recognized financial information
service as of 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, and having a maturity equal to such Interest Period,
and (ii) if no such British Bankers' Association Interest Settlement Rate is
available to the Agent, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the rate determined by the Agent to be the rate
at which Bank One or one of its Affiliate banks offers to place deposits in U.S.
dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant Eurodollar
Loan and having a maturity equal to such Interest Period.

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

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

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

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

"Facility Fee" is defined in Section 2.6(a).

"Facility Termination Date" means June 30, 2003 or any earlier date on which the
Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the
terms hereof.

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

"Fixed Charge Coverage Ratio" means, with reference to any period, the ratio of
(a) the sum of (i) Consolidated EBITDA plus (ii) rentals minus (iii) capital
expenditures made in cash to (b) the sum of (i) cash interest expense plus (ii)
rentals plus (iii) cash taxes plus (iv) dividends and distributions on, and
redemptions and repurchases of, the Borrower's capital stock plus (v) scheduled
payments of principal on all long-term Indebtedness, in each case calculated on
a consolidated basis for such period.


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

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

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

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"Guarantor" means each Subsidiary that has executed or hereafter executes the
Guaranty pursuant to the terms of Section 6.17(a), and its successors and
assigns. "Guaranty" means that certain Subsidiary Guaranty dated as of October
6, 2000, executed by the Guarantors in favor of the Agent, for the ratable
benefit of the Lenders, as it may be supplemented, amended or modified and in
effect from time to time.

"Indebtedness" of a Person means, without duplication, (a) the obligations of
such Person (i) for borrowed money, (ii) under or with respect to notes payable
and drafts accepted which represent extensions of credit (whether or not
representing obligations for borrowed money) to such Person, (iii) constituting
reimbursement obligations with respect to letters of credit issued for the
account of such Person or (iv) for the deferred purchase price of property or
services other than current accounts payable arising in the ordinary course of
business on terms customary in the trade, (b) the obligations of others, whether
or not assumed, secured by Liens on property of such Person or payable out of
the proceeds of or production from property now or hereafter owned or acquired
by such Person, (c) the Capitalized Lease Obligations of such Person, (d) the
obligations of such Person under guaranties by such Person of any Indebtedness
(other than obligations for borrowed money incurred to finance the purchase of
property leased to such Person pursuant to a Capitalized Lease of such Person)
of any other Person, and (e) Off-Balance Sheet Liabilities of such Person.
"Indebtedness" shall not include customary repurchase agreements related to
dealer stock.

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

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

"Lenders" means the lending institutions listed on the signature pages of this
Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes Bank One in its capacity as Swing Line
Lender.


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

"Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Total Debt outstanding on such date to (ii) Consolidated EBITDA for
the Borrower's then most-recently ended four fiscal quarters.

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

"Loan" means a Revolving Loan or a Swing Line Loan.

"Loan Documents" means this Agreement, any Notes issued pursuant to Section
2.13, the Collateral Documents and the Guaranty.

"Loan Party" means the Borrower and each Guarantor.

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

"Material Indebtedness" is defined in Section 7.5.

"Material Portion" means, with respect to the Property of the Borrower and its
Subsidiaries, Property which (i) represents more than 5% of the consolidated
assets of the Borrower and its Subsidiaries as would be shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at the
end of the four fiscal quarter period ending with the fiscal quarter immediately
prior to the fiscal quarter in which such determination is made, or (ii) is
responsible for more than 5% of the consolidated net income of the Borrower and
its Subsidiaries as reflected in the financial statements referred to in clause
(i) above.

"Material Subsidiary" means any Subsidiary of the Borrower which (i) represents
more than 5% of the consolidated assets of the Borrower and its Subsidiaries as
would be shown in the consolidated financial statements of the Borrower and its
Subsidiaries as at the end of the four fiscal quarter period ending with the
fiscal quarter immediately prior to the fiscal quarter in which such
determination is made, or (ii) is responsible for more than 5% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

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

"Multiemployer Plan" means any "multiemployer plan" as defined in Section
4001(a)(3) of ERISA or Section 414(f) of the Code.

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

"Note" is defined in Section 2.13.

"Notice of Assignment" is defined in Section 12.3.2.

<PAGE>


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

"Off-Balance Sheet Liability" of a Person means (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability under any Sale and Leaseback Transaction which
is not a Capitalized Lease, (iii) any liability under any financing lease or
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
(iv) Operating Leases. "Operating Lease" of a Person means any lease of Property
(other than a Capitalized Lease) by such Person as lessee which has an original
term (including any required renewals and any renewals effective at the option
of the lessor) of one year or more. "Original Agreement" means the Three Year
Credit Agreement dated as of October 6, 2000, as amended, among the Borrower,
the lenders from time to time party thereto and Bank One, NA, a national banking
association having its principal office in Chicago, Illinois, as administrative
agent.

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

"Outstanding Credit Exposure" means, as to any Lender at any time, the sum of
(i) the aggregate principal amount of its Revolving Loans outstanding at such
time, plus (ii) an amount equal to its Pro Rata Share of the aggregate principal
amount of Swing Line Loans outstanding at such time.
"Participants" is defined in Section 12.2.1.

"Payment Date" means the last day of each March, June, September and December.
"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.
"Permitted Acquisition" means any Acquisition made by the Borrower or any of its
Subsidiaries, provided that (i) as of the date of the consummation of such
Acquisition, no Default or Unmatured Default shall have occurred and be
continuing or would result from such Acquisition, and the representation and
warranty contained in Section 5.11 shall be true both before and after giving
effect to such Acquisition, (ii) such Acquisition is consummated on a
non-hostile basis pursuant to a negotiated acquisition agreement approved by the
board of directors or other applicable governing body of the seller or entity to
be acquired, and no material challenge to such Acquisition (excluding the
exercise of appraisal rights) shall be pending or threatened by any shareholder
or director of the seller or entity to be acquired, (iii) the business to be
acquired in such Acquisition is similar or related to one or more of the lines
of business in which the Borrower and its Subsidiaries are engaged on the date
hereof and is located in the United States or in Canada, and (iv) as of the date
of the consummation of such Acquisition, all material approvals required in
connection therewith shall have been obtained.

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

"Plan" means, with respect to any Person, any pension plan (other than a
Multiemployer Plan) subject to Title IV of ERISA or to the minimum funding
standards of Section 412 of the Code which has been established or maintained by
such Person, any Subsidiary of such Person or any ERISA Affiliate, or by any
other Person if such Person, any Subsidiary of such Person or any ERISA
Affiliate could have liability with respect to such pension plan.

<PAGE>

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

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

"Prohibited Transaction" means any transaction involving any Plan which is
proscribed by Section 406 of ERISA or Section 4975 of the Code.

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

"Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction
the numerator of which is such Lender's Commitment and the denominator of which
is the Aggregate Commitment.

"Purchase Price" means the total consideration and other amounts payable in
connection with any Acquisition or Investment, including, without limitation,
any portion of the consideration payable in cash, the value of any capital stock
or other equity interests of the Borrower or any Subsidiary issued as
consideration for such Acquisition or Investment, all Indebtedness, liabilities
and contingent obligation incurred or assumed in connection with such
Acquisition or Investment and all transaction costs and expenses incurred in
connection with such Acquisition or Investment.

"Purchasers" is defined in Section 12.3.1.

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

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

"Reportable Event" means a reportable event as defined in Section 4043 of ERISA
and the regulations issued under such section, with respect to a Plan, including
such events as to which the PBGC has by regulation waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of
such event.

"Required Lenders" means Lenders in the aggregate having at least 51% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.

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

"Revolving Loan" means, with respect to a Lender, such Lender's loan made
pursuant to its commitment to lend set forth in Section 2.1 (or any conversion
or continuation thereof).

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


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"Sale and Leaseback Transaction" means any sale or other transfer of Property by
any Person with the intent to lease such Property as lessee.

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

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

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

"Substantial Portion" means, with respect to the Property of the Borrower and
its Subsidiaries, Property which (i) represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries as at
the end of the four fiscal quarter period ending with the fiscal quarter
immediately prior to the fiscal quarter in which such determination is made, or
(ii) is responsible for more than 10% of the consolidated net income of the
Borrower and its Subsidiaries as reflected in the financial statements referred
to in clause (i) above.

"Swing Line Borrowing Notice" is defined in Section 2.5.2.

"Swing Line Commitment" means the obligation of the Swing Line Lender to make
Swing Line Loans up to a maximum principal amount of $2,500,000 at any one time
outstanding. "Swing Line Lender" means Bank One or such other Lender which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement.
"Swing Line Loan" means a Loan made available to the Borrower by the Swing Line
Lender pursuant to Section 2.5.

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

"364-Day Credit Agreement" means the Amended and Restated 364-Day Credit
Agreement dated as of the date hereof among the Borrower, the lenders from time
to time party thereto, and Bank One as agent for such lenders.

"Transferee" is defined in Section 12.4.

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

"Unfunded Benefit Liabilities" means, with respect to any Plan as of any date,
the amount of the unfunded benefit liabilities determined in accordance with
Section 4001(a)(18) of ERISA.

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

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or


<PAGE>

by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii)
any partnership, limited liability company, association, joint venture or
similar business organization 100% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.

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

                                   ARTICLE II
                                   ----------

                                   THE CREDITS
                                   -----------

2.1. Commitment. From and including the date of this Agreement and prior to the
Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans to the Borrower from time
to time in amounts not to exceed in the aggregate at any one time outstanding
its Pro Rata Share of the Available Aggregate Commitment, provided that at no
time shall the aggregate principal amount of the Loans outstanding hereunder
exceed the Aggregate Commitment. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow at any time prior to the Facility
Termination Date. The Commitments to lend hereunder shall expire on the Facility
Termination Date.

2.2. Required Payments; Termination. Any outstanding Advances and all other
unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date.

2.3. Ratable Loans. Each Advance hereunder (other than any Swing Line Loan)
shall consist of Revolving Loans made from the several Lenders ratably in
proportion to the ratio that their respective Commitments bear to the Aggregate
Commitment.

2.4. Types of Advances. The Advances may be Floating Rate Advances or Eurodollar
Advances, or a combination thereof, selected by the Borrower in accordance with
Sections 2.9 and 2.10, or Swing Line Loans selected by the Borrower in
accordance with Section 2.5.

2.5. Swing Line Loans.

2.5.1. Amount of Swing Line Loans. Upon the satisfaction of the conditions
precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on
the date of the initial Advance hereunder, the satisfaction of the conditions
precedent set forth in Section 4.1 as well, from and including the date of this
Agreement and prior to the Facility Termination Date, the Swing Line Lender
agrees, on the terms and conditions set forth in this Agreement, to make Swing
Line Loans to the Borrower from time to time in an aggregate principal amount
not to exceed the Swing Line Commitment, provided that the Aggregate Outstanding
Credit Exposure shall not at any time exceed the Aggregate Commitment, and
provided further that at no time shall the sum of (i) the Swing Line Lender's
Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving
Loans made by the Swing Line Lender pursuant to Section 2.1, exceed the Swing
Line Lender's Commitment at such time. Subject to the terms of this Agreement,
the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior
to the Facility Termination Date.

2.5.2. Borrowing Notice. The Borrower shall deliver to the Agent and the Swing
Line Lender irrevocable notice (a "Swing Line Borrowing Notice") not later than
noon (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying
(i) the applicable Borrowing Date (which date shall be a Business Day), and (ii)
the aggregate amount of the requested Swing Line Loan which shall be an amount
not less than $100,000. The Swing Line Loans shall bear interest at the Floating
Rate.

2.5.3. Making of Swing Line Loans. Promptly after receipt of a Swing Line
Borrowing Notice, the Agent shall notify each Lender by fax, or other similar
form of transmission, of the requested Swing Line Loan. Not later than 2:00 p.m.
(Chicago


<PAGE>

time) on the applicable Borrowing Date, the Swing Line Lender shall make
available the Swing Line Loan, in funds immediately available in Chicago, to the
Agent at its address specified pursuant to Article XIII. The Agent will promptly
make the funds so received from the Swing Line Lender available to the Borrower
on the Borrowing Date at the Agent's aforesaid address.

2.5.4. Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full
by the Borrower on or before the fifth (5th) Business Day after the Borrowing
Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any
time in its sole discretion with respect to any outstanding Swing Line Loan, or
(ii) shall on the fifth (5th) Business Day after the Borrowing Date of any Swing
Line Loan, require each Lender (including the Swing Line Lender) to make a
Revolving Loan in the amount of such Lender's Pro Rata Share of such Swing Line
Loan (including, without limitation, any interest accrued and unpaid thereon),
for the purpose of repaying such Swing Line Loan. Not later than noon (Chicago
time) on the date of any notice received pursuant to this Section 2.5.4, each
Lender shall make available its required Revolving Loan, in funds immediately
available in Chicago to the Agent at its address specified pursuant to Article
XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be
Floating Rate Loans and thereafter may be continued as Floating Rate Loans or
converted into Eurodollar Loans in the manner provided in Section 2.10 and
subject to the other conditions and limitations set forth in this Article II.
Unless a Lender shall have notified the Swing Line Lender, prior to its making
any Swing Line Loan, that any applicable condition precedent set forth in
Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation to
make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans
shall be unconditional, continuing, irrevocable and absolute and shall not be
affected by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Agent, the Swing Line Lender or any other Person, (b) the occurrence
or continuance of a Default or Unmatured Default, (c) any adverse change in the
condition (financial or otherwise) of the Borrower, or (d) any other
circumstances, happening or event whatsoever. In the event that any Lender fails
to make payment to the Agent of any amount due under this Section 2.5.4, the
Agent shall be entitled to receive, retain and apply against such obligation the
principal and interest otherwise payable to such Lender hereunder until the
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender
fails to make payment to the Agent of any amount due under this Section 2.5.4,
such Lender shall be deemed, at the option of the Agent, to have unconditionally
and irrevocably purchased from the Swing Line Lender, without recourse or
warranty, an undivided interest and participation in the applicable Swing Line
Loan in the amount of such Revolving Loan, and such interest and participation
may be recovered from such Lender together with interest thereon at the Federal
Funds Effective Rate for each day during the period commencing on the date of
demand and ending on the date such amount is received. On the Facility
Termination Date, the Borrower shall repay in full the outstanding principal
balance of the Swing Line Loans.

2.6. Facility Fee; Reductions in Aggregate Commitment.

(a) Facility Fee. The Borrower agrees to pay to the Agent for the account of
each Lender a facility fee (the "Facility Fee") at a per annum rate equal to the
Applicable Fee Rate on the daily amount of such Lender's Commitment (regardless
of usage) from the Effective Date to and including the Facility Termination
Date, payable on each Payment Date hereafter and on the Facility Termination
Date.

(b) Reductions in Aggregate Commitment. The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part ratably among the Lenders in integral
multiples of $5,000,000, upon at least three Business Days' written notice to
the Agent, which notice shall specify the amount of any such reduction,
provided, however, that the amount of the Aggregate Commitment may not be
reduced below the aggregate principal amount of the outstanding Advances. All
accrued Facility Fees shall be


<PAGE>

payable on the effective date of any termination of the obligations of the
Lenders to make Loans hereunder.

2.7. Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the
minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans) shall be in the minimum amount of $5,000,000 (and in multiples of
$1,000,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the unused Aggregate Commitment.

2.8. Optional Principal Payments. The Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances (other than
Swing Line Loans), or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Floating Rate Advances (other than Swing Line Loans) upon one
Business Day's prior notice to the Agent. The Borrower may at any time pay,
without penalty or premium, all outstanding Swing Line Loans, or, in a minimum
amount of $100,000 and increments of $50,000 in excess thereof, any portion of
the outstanding Swing Line Loans, with notice to the Agent and the Swing Line
Lender by 11:00 a.m. (Chicago time) on the date of repayment. The Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three Business Days' prior notice to the
Agent.

2.9. Method of Selecting Types and Interest Periods for New Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Advance, the Interest Period applicable thereto from time to time. The Borrower
shall give the Agent irrevocable notice (a "Borrowing Notice") not later than
10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate Advance
(other than a Swing Line Loan) and three Business Days before the Borrowing Date
for each Eurodollar Advance, specifying:
(i) the Borrowing Date, which shall be a Business Day, of such Advance,
(ii) the aggregate amount of such Advance,
(iii) the Type of Advance selected, and
(iv) in the case of each Eurodollar Advance, the Interest Period applicable
thereto.

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

2.10. Conversion and Continuation of Outstanding Advances. Floating Rate
Advances (other than Swing Line Loans) shall continue as Floating Rate Advances
unless and until such Floating Rate Advances are converted into Eurodollar
Advances pursuant to this Section 2.10 or are repaid in accordance with Section
2.8. Each Eurodollar Advance shall continue as a Eurodollar Advance until the
end of the then applicable Interest Period therefor, at which time such
Eurodollar Advance shall be automatically converted into a Floating Rate Advance
unless (x) such Eurodollar Advance is or was repaid in accordance with Section
2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.7, the Borrower may elect
from time to time to convert all or any part of a Floating Rate Advance (other
than a Swing Line Loan) into a Eurodollar Advance. The Borrower shall give the
Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion
of a Floating Rate Advance into a Eurodollar Advance or continuation of a
Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three
Business Days prior to the date of the requested conversion or continuation,
specifying:

<PAGE>

(i) the requested date, which shall be a Business Day, of such conversion or
continuation,
(ii) the aggregate amount and Type of the Advance which is to be converted or
continued, and
(iii) the amount of such Advance which is to be converted into or continued as a
Eurodollar Advance and the duration of the Interest Period applicable thereto.

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

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

2.13. Method of Payment. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Agent at the Agent's address specified pursuant to Article XIII, or at
any other Lending Installation of the Agent specified in writing by the Agent to
the Borrower, by noon (local time) on the date when due and shall (except with
respect to repayments of Swing Line Loans) be applied ratably by the Agent among
the Lenders. Each payment delivered to the Agent for the account of any Lender
shall be delivered promptly by the Agent to such Lender in the same type of
funds that the Agent received at its address specified pursuant to Article XIII
or at any Lending Installation specified in a notice received by the Agent from
such Lender. The Agent is hereby authorized to charge the account of the
Borrower maintained with Bank One for each payment of principal, interest and
fees as it becomes due hereunder.

2.14. Noteless Agreement; Evidence of Indebtedness.

<PAGE>


(i)      Each Lender shall maintain in accordance with its usual practice an
         account or accounts evidencing the indebtedness of the Borrower to such
         Lender resulting from each Loan made by such Lender from time to time,
         including the amounts of principal and interest payable and paid to
         such Lender from time to time hereunder.
(ii)     The Agent shall also maintain accounts in which it will record (a) the
         amount of each Loan made hereunder, the Type thereof and the Interest
         Period with respect thereto, (b) the amount of any principal or
         interest due and payable or to become due and payable from the Borrower
         to each Lender hereunder and (c) the amount of any sum received by the
         Agent hereunder from the Borrower and each Lender's share thereof.
(iii)    The entries maintained in the accounts maintained pursuant to
         paragraphs (i) and (ii) above shall be prima facie evidence of the
         existence and amounts of the Obligations therein recorded; provided,
         however, that the failure of the Agent or any Lender to maintain such
         accounts or any error therein shall not in any manner affect the
         obligation of the Borrower to repay the Obligations in accordance with
         their terms.
(iv)     Any Lender may request that its Loans be evidenced by a promissory note
         or, in the case of the Swing Line Lender, promissory notes representing
         its Revolving Loans and Swing Line Loans, respectively, substantially
         in the form of Exhibit C, with appropriate changes for notes evidencing
         Swing Line Loans (each a "Note"). In such event, the Borrower shall
         prepare, execute and deliver to such Lender such Note or Notes payable
         to the order of such Lender. Thereafter, the Loans evidenced by each
         such Note and interest thereon shall at all times (including after any
         assignment pursuant to Section 12.3) be represented by one or more
         Notes payable to the order of the payee named therein or any assignee
         pursuant to Section 12.3, except to the extent that any such Lender or
         assignee subsequently returns any such Note for cancellation and
         requests that such Loans once again be evidenced as described in
         paragraphs (i) and (ii) above.

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

2.16. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each
Floating Rate Advance shall be payable on each Payment Date, commencing with the
first such date to occur after the date hereof, on any date on which the
Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and
at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest on Eurodollar Advances and Facility Fees shall be
calculated for actual days elapsed on the basis of a 360-day year; interest on
Floating Rate Advances shall be calculated for actual days elapsed on the basis
of a 365/366-day year. Interest shall be payable for the day an Advance is made
but not for the day of any payment on the amount paid if payment is received
prior to noon (local time) at the place of payment. If any payment of principal
of or interest on an Advance shall become due on a day which is not a Business
Day, such


<PAGE>

payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

2.17. Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions and Increases. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Commitment Increase Request, Borrowing Notice, Swing Line Borrowing Notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder.
The Agent will notify each Lender of the interest rate applicable to each
Eurodollar Advance promptly upon determination of such interest rate and will
give each Lender prompt notice of each change in the Alternate Base Rate.

2.18. Lending Installations. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans and any Notes issued hereunder shall be deemed held
by each Lender for the benefit of any such Lending Installation. Each Lender
may, by written notice to the Agent and the Borrower in accordance with Article
XIII, designate replacement or additional Lending Installations through which
Loans will be made by it and for whose account Loan payments are to be made.

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

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


<PAGE>

had the Loans of such Affected Lender been prepaid on such date rather than sold
to the replacement Lender.

                                   ARTICLE III
                                   -----------

                             YIELD PROTECTION; TAXES
                             -----------------------

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

(i)      subjects any Lender or any applicable Lending Installation to any
         Taxes, or changes the basis of taxation of payments (other than with
         respect to Excluded Taxes) to any Lender in respect of its Eurodollar
         Loans, or
(ii)     imposes or increases or deems applicable any reserve, assessment,
         insurance charge, special deposit or similar requirement against assets
         of, deposits with or for the account of, or credit extended by, any
         Lender or any applicable Lending Installation (other than reserves and
         assessments taken into account in determining the interest rate
         applicable to Eurodollar Advances), or
(iii)    imposes any other condition the result of which is to increase the cost
         to any Lender or any applicable Lending Installation of making, funding
         or maintaining its Eurodollar Loans or reduces any amount receivable by
         any Lender or any applicable Lending Installation in connection with
         its Eurodollar Loans, or requires any Lender or any applicable Lending
         Installation to make any payment calculated by reference to the amount
         of Eurodollar Loans held or interest received by it, by an amount
         deemed material by such Lender,

 and the result of any of the foregoing is to increase the cost to such Lender
or applicable Lending Installation of making or maintaining its Eurodollar Loans
or Commitment or to reduce the return received by such Lender or applicable
Lending Installation in connection with such Eurodollar Loans or Commitment,
then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

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


<PAGE>

including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

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

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

3.5. Taxes.

(i)      All payments by the Borrower to or for the account of any Lender or the
         Agent hereunder or under any Note shall be made free and clear of and
         without deduction for any and all Taxes. If the Borrower shall be
         required by law to deduct any Taxes from or in respect of any sum
         payable hereunder to any Lender or the Agent, (a) the sum payable shall
         be increased as necessary so that after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 3.5) such Lender or the Agent (as the case may be) receives an
         amount equal to the sum it would have received had no such deductions
         been made, (b) the Borrower shall make such deductions, (c) the
         Borrower shall pay the full amount deducted to the relevant authority
         in accordance with applicable law and (d) the Borrower shall furnish to
         the Agent the original copy of a receipt evidencing payment thereof
         within 30 days after such payment is made.
(ii)     In addition, the Borrower hereby agrees to pay any present or future
         stamp or documentary taxes and any other excise or property taxes,
         charges or similar levies which arise from any payment made hereunder
         or under any Note or from the execution or delivery of, or otherwise
         with respect to, this Agreement or any Note ("Other Taxes").
(iii)    The Borrower hereby agrees to indemnify the Agent and each Lender for
         the full amount of Taxes or Other Taxes (including, without limitation,
         any Taxes or Other Taxes imposed on amounts payable under this Section
         3.5) paid by the Agent or such Lender and any liability (including
         penalties, interest and expenses) arising therefrom or with respect
         thereto. Payments due under this indemnification shall be made within
         30 days of the date the Agent or such Lender makes demand therefor
         pursuant to Section 3.6.
(iv)     Each Lender that is not incorporated under the laws of the United
         States of America or a state thereof (each a "Non-U.S. Lender") agrees
         that it will, not more than ten Business Days after the date of this
         Agreement, (i) deliver to each of the Borrower and the Agent two duly
         completed copies of United States Internal Revenue Service Form W-8BEN
         or W-8ECI, certifying in either case that such Lender is entitled to
         receive payments under this Agreement without deduction or withholding
         of any United States federal income taxes, and (ii) deliver to each of
         the Borrower and the Agent a United States Internal Revenue Form W-8 or
         W-9, as the case may be, and certify that it is entitled to an
         exemption from United States backup withholding tax. Each Non-U.S.
         Lender further undertakes to deliver to each of the Borrower and the
         Agent (x) renewals


<PAGE>

         or additional copies of such form (or any successor form) on or before
         the date that such form expires or becomes obsolete, and (y) after the
         occurrence of any event requiring a change in the most recent forms so
         delivered by it, such additional forms or amendments thereto as may be
         reasonably requested by the Borrower or the Agent. All forms or
         amendments described in the preceding sentence shall certify that such
         Lender is entitled to receive payments under this Agreement without
         deduction or withholding of any United States federal income taxes,
         unless an event (including without limitation any change in treaty, law
         or regulation) has occurred prior to the date on which any such
         delivery would otherwise be required which renders all such forms
         inapplicable or which would prevent such Lender from duly completing
         and delivering any such form or amendment with respect to it and such
         Lender advises the Borrower and the Agent that it is not capable of
         receiving payments without any deduction or withholding of United
         States federal income tax.
(v)      For any period during which a Non-U.S. Lender has failed to provide the
         Borrower with an appropriate form pursuant to clause (iv), above
         (unless such failure is due to a change in treaty, law or regulation,
         or any change in the interpretation or administration thereof by any
         governmental authority, occurring subsequent to the date on which a
         form originally was required to be provided), such Non-U.S. Lender
         shall not be entitled to indemnification under this Section 3.5 with
         respect to Taxes imposed by the United States; provided that, should a
         Non-U.S. Lender which is otherwise exempt from or subject to a reduced
         rate of withholding tax become subject to Taxes because of its failure
         to deliver a form required under clause (iv), above, the Borrower shall
         take such steps, at the expense of such Non-U.S. Lender, as such
         Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender
         to recover such Taxes.
(vi)     Any Lender that is entitled to an exemption from or reduction of
         withholding tax with respect to payments under this Agreement or any
         Note pursuant to the law of any relevant jurisdiction or any treaty
         shall deliver to the Borrower (with a copy to the Agent), at the time
         or times prescribed by applicable law, such properly completed and
         executed documentation prescribed by applicable law as will permit such
         payments to be made without withholding or at a reduced rate.
(vii)    If the U.S. Internal Revenue Service or any other governmental
         authority of the United States or any other country or any political
         subdivision thereof asserts a claim that the Agent did not properly
         withhold tax from amounts paid to or for the account of any Lender
         (because the appropriate form was not delivered or properly completed,
         because such Lender failed to notify the Agent of a change in
         circumstances which rendered its exemption from withholding
         ineffective, or for any other reason), such Lender shall indemnify the
         Agent fully for all amounts paid, directly or indirectly, by the Agent
         as tax, withholding therefor, or otherwise, including penalties and
         interest, and including taxes imposed by any jurisdiction on amounts
         payable to the Agent under this subsection, together with all costs and
         expenses related thereto (including attorneys fees and time charges of
         attorneys for the Agent, which attorneys may be employees of the
         Agent). The obligations of the Lenders under this Section 3.5(vii)
         shall survive the payment of the Obligations and termination of this
         Agreement.

3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall
be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a


<PAGE>

reference in determining the Eurodollar Rate applicable to such Loan, whether in
fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the Borrower of such written statement. The obligations of the
Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the
Obligations and termination of this Agreement.

                                   ARTICLE IV
                                   ----------

                              CONDITIONS PRECEDENT
                              --------------------

4.1. Effectiveness. This Agreement shall become effective as of the date hereof
(the "Effective Date") upon receipt by the Agent of (i) counterparts of this
Agreement duly executed by the Borrower and the Required Lenders, (ii) a
reaffirmation of the Guaranty, in form and substance satisfactory to the Agent,
duly executed by each of the Guarantors, (iii) preliminary financial statements
of the Borrower and its consolidated Subsidiaries as of December 31, 2000 and
for the fiscal year then ended, (iv) such other documents as the Agent or any
Lender may reasonably request, (v) an amendment fee equal to 0.25% of the
Aggregate Commitment hereunder for the ratable account of the Lenders in
accordance with their respective Commitments hereunder, and (vi) all other fees
and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, payment or reimbursement of all expenses required to be
paid or reimbursed by the Borrower hereunder or under the Original Agreement.

4.2. Each Advance. The Lenders shall not (except as otherwise set forth in
Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing
Line Loans) be required to make any Advance unless on the applicable Borrowing
Date:
(i)      There exists no Default or Unmatured Default.
(ii)     The representations and warranties contained in Article V are true and
         correct as of such Borrowing Date except to the extent any such
         representation or warranty is stated to relate solely to an earlier
         date, in which case such representation or warranty shall have been
         true and correct in all material respects on and as of such earlier
         date.
(iii)    All legal matters incident to the making of such Advance shall be
         satisfactory to the Lenders and their counsel.

Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, with
respect to each such Advance shall constitute a representation and warranty by
the Borrower that the conditions contained in Section 4.2(i) and (ii) have been
satisfied.

                                    ARTICLE V
                                    ---------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

The Borrower represents and warrants to the Lenders that:

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

5.2. Authorization and Validity. Each Loan Party has the power and authority and
legal right to execute and deliver the Loan Documents to which it is a party and
to perform its obligations thereunder. The execution and delivery by each Loan
Party of the Loan Documents to which it is a party and the performance of its
obligations thereunder have been duly authorized by proper corporate
proceedings, and the Loan Documents to which each Loan Party is a party
constitute legal, valid and binding


<PAGE>

obligations of such Loan Party enforceable against such Loan Party in accordance
with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally.

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

5.4. Financial Statements. The preliminary December 31, 2000 consolidated
financial statements of the Borrower and its Subsidiaries heretofore delivered
to the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present, in all material respects, the consolidated financial position of the
Borrower and its Subsidiaries at such date and the consolidated results of their
operations and cash flows for the fiscal year then ended, subject to normal
year-end adjustments and the absence of notes. There will be no material adverse
change in the audited financial statements of the Borrower for the fiscal year
ended December 31, 2000 when delivered pursuant to Section 6.1(i) from the
preliminary financial statements for such fiscal year delivered pursuant to
Section 4.1(iii) and referred to in the preceding sentence.

5.5. Material Adverse Change. Since December 31, 2000 there has been no change
in the business, Property, prospects, condition (financial or otherwise) or
results of operations of the Borrower and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.

5.6. Taxes. The Borrower and its Subsidiaries have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting Principles. The United States
income tax returns of the Borrower and its Subsidiaries have been audited by the
Internal Revenue Service through the fiscal year ended December 31, 1993. No tax
liens have been filed and no claims are being asserted with respect to any such
taxes. The charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

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


<PAGE>

Loans. Other than any liability incident to any litigation, arbitration or
proceeding which (i) could not reasonably be expected to have a Material Adverse
Effect or (ii) is set forth on Schedule 5.7, the Borrower has no material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section 5.4.

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

5.9. ERISA. The Borrower, its Subsidiaries, their ERISA Affiliates and their
respective Plans are in compliance in all material respects with those
provisions of ERISA and of the Code which are applicable with respect to any
Plan. No Prohibited Transaction and no Reportable Event has occurred with
respect to any such Plan. None of the Borrower, any of its Subsidiaries or any
of their ERISA Affiliates is an employer with respect to any Multiemployer Plan.
The Borrower, its Subsidiaries and their ERISA Affiliates have met all of the
minimum funding requirements under Section 302 of ERISA and Section 412 of the
Code with respect to each of their respective Plans, if any, and have not
incurred any liability to the PBGC or any Plan. The execution, delivery and
performance of this Agreement and the other Loan Documents do not constitute a
Prohibited Transaction. There are no unfunded benefit liabilities, determined in
accordance with Section 4001(a)(18) of ERISA, with respect to any Plan of the
Borrower, its Subsidiaries or their ERISA Affiliates in excess of $5,000,000 in
the aggregate for all such Plans.

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

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

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

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

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

<PAGE>

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

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

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

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

5.19. Insurance. The Property of the Borrower and its Subsidiaries is insured
with financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar business and owning similar
properties.

                                   ARTICLE VI
                                   ----------

                                    COVENANTS
                                    ---------

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

6.1. Financial Reporting. The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:
(i)      Within 90 days after the close of each of its fiscal years, an
         unqualified (except for qualifications relating to changes in
         accounting principles or practices reflecting changes in generally
         accepted accounting principles and required or approved by the
         Borrower's independent certified public accountants) audit report
         certified by independent certified public accountants acceptable to the
         Lenders, prepared in accordance with Agreement Accounting Principles on
         a consolidated basis for itself and its Subsidiaries, including a
         balance sheet as of the end of such period, related statements of
         income, shareholders' equity and cash flows, accompanied by (a) any
         management letter prepared by said accountants and (b) a certificate of
         said accountants that, in the course of their examination necessary for
         their certification of the foregoing, they have obtained no knowledge
         of any Default or Unmatured Default, or if, in the opinion
         of such accountants, any Default or Unmatured Default shall exist,
         stating the nature and status thereof.
(ii)     (ii)Within 45 days after the close of the first three quarterly periods
         of each of its fiscal years, for itself and its Subsidiaries, a
         consolidated unaudited balance sheet as at the close of each such
         period and consolidated statements of income and cash flows for the
         period from the beginning of such fiscal year to the end of such
         quarter, all certified by its chief financial officer, chief accounting
         officer or treasurer.
(iii)    Together with the financial statements required under Sections 6.1(i)
         and (ii), a compliance certificate in substantially the form of Exhibit
         A and with schedules and attachments satisfactory in form to the Agent,
         signed by its chief financial officer, chief accounting officer or
         treasurer, showing the calculations necessary to determine compliance
         with this Agreement and stating that no Default or Unmatured Default
         exists, or if any Default or Unmatured Default exists, stating the
         nature and status thereof.
(iv)     Within 270 days after the close of each fiscal year, a statement of the
         Unfunded Liabilities of each Single Employer Plan, certified as correct
         by an actuary enrolled under ERISA.
(v)      As soon as possible and in any event within 10 days after the Borrower
         knows that any Reportable Event has occurred with respect to any Plan,
         a statement, signed by the chief financial officer, chief accounting
         officer or treasurer of the Borrower, describing said Reportable Event
         and the action which the Borrower proposes to take with respect
         thereto.
(vi)     As soon as possible and in any event within 10 days after receipt by
         the Borrower, a copy of (a) any notice or claim to the effect that the
         Borrower or any of its Subsidiaries is or may be liable to any Person
         as a result of the release by the Borrower, any of its Subsidiaries, or
         any other Person of any toxic or hazardous waste or substance into the
         environment, and (b) any notice alleging any violation of any federal,
         state or local environmental, health or safety law or regulation by the
         Borrower or any of its Subsidiaries, which, in either case, could
         reasonably be expected to have a Material Adverse Effect.
(vii)    Promptly upon the furnishing thereof to the shareholders of the
         Borrower, copies of all financial statements, reports and proxy
         statements so furnished.
(viii)   Promptly upon the filing thereof, copies of all registration statements
         and annual, quarterly, monthly or other regular reports which the
         Borrower or any of its Subsidiaries files with the Securities and
         Exchange Commission.
(ix)     Such other information (including non-financial information) as the
         Agent or any Lender may from time to time reasonably request.

6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary to, use
the proceeds of the Advances for general corporate purposes, including Permitted
Acquisitions.

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

6.4. Conduct of Business. The Borrower will, and will cause each Subsidiary to,
carry on and conduct its business in substantially the same manner and only in
substantially the same fields of enterprise as it is presently conducted and,
except as otherwise permitted by Section 6.12, do all things necessary to remain
duly incorporated or organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a domestic corporation, partnership
or limited liability company in its jurisdiction of incorporation or
organization, as the case may be, and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted,
except to the extent that a failure to do so could not reasonably be expected to
have a Material Adverse Effect.

<PAGE>

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

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

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

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

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

6.10. Dividends. The Borrower will not, nor will it permit any Subsidiary to,
declare or pay any dividends or make any distributions on its capital stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise acquire or retire any of its capital stock at any time outstanding,
unless at the time thereof no Default or Unmatured Default has occurred and is
continuing or would result therefrom, except that any Subsidiary may declare and
pay dividends or make distributions to the Borrower or to another Subsidiary of
the Borrower.

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

(i)      The Loans
(ii)     Indebtedness outstanding under the 364-Day Credit Agreement.
(iii)    Indebtedness existing on the date hereof and described on Schedule
         6.11.
(iv)     Indebtedness owed to the Borrower by any Guarantor.
(v)      Off-Balance Sheet Liabilities and guaranties of Indebtedness of Persons
         other than the Borrower and its Subsidiaries, in each case incurred
         after receipt by the Lenders of the audited financial statements of the
         Borrower and its Subsidiaries for the fiscal year ending December 31,
         2001 pursuant to Section 6.1(i), provided that the Leverage Ratio as of
         the end of the four fiscal quarter period ending immediately prior to
         the fiscal quarter in which any such Off-Balance Sheet Liability or
         guaranty is incurred, calculated on a pro forma basis as if such
         Off-Balance Sheet Liability or guaranty had been incurred on the last
         day of such four fiscal quarter period, was not greater than 2.50 to 1.
(vi)     Indebtedness of any Subsidiary, Indebtedness secured by a Lien on any
         Property of the Borrower or any Subsidiary and unsecured Indebtedness
         of the Borrower, in


<PAGE>

         each case other than Indebtedness permitted by clause (i), (ii), (iii),
         (iv) or (v) above and, except as set forth below, incurred after
         receipt by the Lenders of the audited financial statements of the
         Borrower and its Subsidiaries for the fiscal year ending December 31,
         2001 pursuant to Section 6.1(i), not exceeding in the aggregate an
         amount equal to 10% of Consolidated Tangible Net Worth, provided that,
         notwithstanding the foregoing, at any time after the date hereof the
         Borrower or any Guarantor may incur pursuant to the term of this
         Section 6.11(vi) Indebtedness consisting of floor plan financing,
         whether unsecured or secured by the inventory being financed, in an
         aggregate amount subject to the limitation set forth in this Section
         6.11(vi) and in any event not to exceed $10,000,000 outstanding at any
         time.

6.12. Merger. The Borrower will not, nor will it permit any Subsidiary to, merge
or consolidate with or into any other Person, except that a Subsidiary may merge
(i) into the Borrower or a Wholly-Owned Subsidiary or (ii) in connection with a
Permitted Acquisition.

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

(i)      Sales of inventory and obsolete or excess assets in the ordinary course
         of business.
(ii)     Leases, sales or other dispositions of its Property that, together with
         all other Property of the Borrower and its Subsidiaries previously
         leased, sold or disposed of (other than inventory and obsolete or
         excess assets in the ordinary course of business) as permitted by this
         Section during the four fiscal quarter period ending with the fiscal
         quarter in which any such lease, sale or other disposition occurs, do
         not constitute a Material Portion of the Property of the Borrower and
         its Subsidiaries.
(iii)    Leases, sales or other dispositions of Property described in Section
         6.14(iii) or in Schedule 6.13.

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

(i)      Cash Equivalent Investments.
(ii)     Existing Investments in Subsidiaries and other Investments in existence
         on the date hereof and described in Schedule 6.14.
(iii)    Investments in corporate preferred stock rated A or better by S&P or A2
         or better by Moody's at the time of investment
         therein, not exceeding $25,000,000 in the aggregate at any time,
         including any such Investments described in Schedule 6.14.
(iv)     Investments in any Guarantor.
(v)      Permitted Acquisitions, provided that (A) not less than ten days prior
         to the consummation of any Permitted Acquisition, the
         Borrower shall have delivered to the Agent, in form and substance
         reasonably satisfactory to the Agent, a pro forma consolidated balance
         sheet, income statement and cash flow statement of the Borrower and its
         Subsidiaries (the "Acquisition Pro Forma"), based on the Borrower's
         most recent financial statements delivered pursuant to Section 6.1(i)
         or (ii), which shall be complete and shall fairly present, in all
         material respects, the financial position, results of operations and
         cash flows of the Borrower and its Subsidiaries in accordance with
         Agreement Accounting Principles, but taking into account such Permitted
         Acquisition and the funding of all Loans in connection therewith, and
         such Acquisition Pro Forma shall reflect that, on a pro forma basis,
         the Borrower would have been in compliance with the financial covenants
         set forth in Section 6.18 for the four fiscal quarter period (the "Pro
         Forma Period") reflected in the compliance certificate


<PAGE>

         most recently delivered to the Agent pursuant to Section 6.1(iii) prior
         to the consummation of such Permitted Acquisition (giving effect to
         such Permitted Acquisition and all Loans funded in connection therewith
         as if made on the first day of such period) and (B) if the Purchase
         Price of such Permitted Acquisition exceeds $75,000,000, the Leverage
         Ratio for the Pro Forma Period (giving effect to such Permitted
         Acquisition and all Loans funded in connection therewith as if made on
         the first day of such period) shall not exceed 1.75 to 1; and provided
         further that until the Borrower shall have delivered its financial
         statements for the fiscal year ending December 31, 2001 pursuant to
         Section 6.1(i), no Permitted Acquisition individually shall have a
         Purchase Price in excess of $2,000,000 and the aggregate Purchase Price
         of all Permitted Acquisitions shall not exceed $5,000,000.
(vi)     Investments to the extent that the Purchase Price therefor consists of
         capital stock of the Borrower, other than capital stock consisting of
         treasury stock repurchased after June 30, 2000 or consisting of
         reissued stock that was repurchased and cancelled after June 30, 2000,
         provided that neither the Borrower nor any Subsidiary shall make any
         Acquisition pursuant to this Section 6.14(vi) unless it is a Permitted
         Acquisition, and any such Permitted Acquisition shall be subject to the
         second proviso set forth in Section 6.14(v).
(vii)    Investments not otherwise permitted by clauses (i) through (v) above,
         provided that at the time such Investment is made, (A) the Purchase
         Price for such Investment shall not exceed 5% of Consolidated Tangible
         Net Worth as of the end of the fiscal quarter ending immediately prior
         to the fiscal quarter in which such Investment is made and (B) the
         Purchase Price of all Investments made pursuant to this clause (vi)
         (including such Investment) in the aggregate shall not exceed 15% of
         Consolidated Tangible Net Worth as of the end of the fiscal quarter
         ending immediately prior to the fiscal quarter in which such Investment
         is made.

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

(i)      Liens for taxes, assessments or governmental charges or levies on its
         Property if the same shall not at the time be delinquent or thereafter
         can be paid without penalty, or are being contested in good faith and
         by appropriate proceedings and for which adequate reserves in
         accordance with Agreement Accounting Principles shall have been set
         aside on its books.
(ii)     Liens imposed by law, such as carriers', warehousemen's and mechanics'
         liens and other similar liens arising in the ordinary course of
         business which secure payment of obligations not more than 60 days past
         due or which are being contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with
         Agreement Accounting Principles shall have been set aside on its books.
(iii)    Liens arising out of pledges or deposits under worker's compensation
         laws, unemployment insurance, old age pensions, or other social
         security or retirement benefits, or similar legislation.
(iv)     Utility easements, building restrictions and such other encumbrances or
         charges against real property as are of a nature generally existing
         with respect to properties of a similar character and which do not in
         any material way affect the marketability of the same or interfere with
         the use thereof in the business of the Borrower or its Subsidiaries.
(v)      Liens existing on the date hereof and described on Schedule 6.15.
(vi)     Liens securing Indebtedness permitted by Section 6.11(vi).
(vii)    Liens in favor of a collateral agent, for the equal and ratable benefit
         of the Lenders and the lenders under the 364-Day Credit Agreement,
         granted pursuant to any Collateral Document.

6.16. Affiliates. The Borrower will not, and will not permit any Subsidiary to,
enter into any transaction (including, without limitation, the purchase or sale
of any


<PAGE>

Property or service) with, or make any payment or transfer to, any Affiliate
except in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than the
Borrower or such Subsidiary would obtain in a comparable arms-length
transaction.

6.17. Guarantors; Pledge of Stock of Foreign Subsidiaries.

(a) The Borrower shall cause each Material Subsidiary that is a Domestic
Subsidiary and each Domestic Subsidiary acquired pursuant to a Permitted
Acquisition, within ten days after such Domestic Subsidiary becomes a Material
Subsidiary or is so acquired, to become a Guarantor by delivering to the Agent a
duly executed supplement to the Guaranty, together with such supporting
documentation, including authorizing resolutions and opinions of counsel, as the
Agent may reasonable request and in form and substance reasonably satisfactory
to the Agent.

(b) The Borrower shall pledge, or cause one or more of its Domestic Subsidiaries
to pledge, to a collateral agent acceptable to the Agent, for the equal and
ratable benefit of the Lenders and the lenders under the 364-Day Credit
Agreement, 65% of the capital stock or other equity interests held by the
Borrower and its Domestic Subsidiaries of each Foreign Subsidiary that is a
Material Subsidiary or is acquired pursuant to a Permitted Acquisition, within
ten days after such Foreign Subsidiary becomes a Material Subsidiary or is so
acquired, pursuant to one or more pledge agreements, in each case together with
supporting documentation, including authorizing resolutions and opinions of
counsel (including counsel from the jurisdiction of organization of such Foreign
Subsidiary), as the Agent may reasonably request, all in form and substance
reasonably satisfactory to the Agent.

6.18. Financial Covenants.

6.18.1. Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed
Charge Coverage Ratio, determined as of June 30, 2001 for the fiscal quarter
then ended, as of September 30, 2001 for the two fiscal quarter period then
ended, as of December 31, 2001 for the three fiscal quarter period then ended,
and as of the end of each of its fiscal quarters thereafter for the then
most-recently ended four fiscal quarter period to be less than 1.50 to 1.0.

6.18.2. Leverage Ratio. The Borrower will not permit the ratio, determined as of
December 31, 2001 and as of the end of each of its fiscal quarters thereafter,
of (i) Consolidated Total Debt to (ii) Consolidated EBITDA for the then
most-recently ended four fiscal quarter period to be greater than 2.50 to 1.0.

6.18.3. Minimum Net Worth. The Borrower will at all times maintain Consolidated
Net Worth of not less than the sum of (i) 90% of an amount determined by
subtracting $3,141,000 from the Borrower's Consolidated Net Worth as of December
31, 2000 as reflected in its audited financial statements for the fiscal year
then ended when delivered pursuant to Section 6.1(i) plus (ii) 50% of
Consolidated Net Income earned in each fiscal quarter beginning with the quarter
ending June 30, 2001 (without deduction for losses) plus (iii) the amount of any
addition to the consolidated shareholders' equity of the Borrower and its
Subsidiaries at any time resulting from the issuance or sale of any capital
stock or other equity interests by the Borrower after the date of this
Agreement.

6.18.4. Minimum EBITDA. The Borrower will have Consolidated EBITDA for each of
the quarterly periods set forth below not less than the amount set forth below
opposite such period:

                 Fiscal Quarter Ending               Minimum Consolidated EBITDA
                 ---------------------               ---------------------------
                 June 30, 2001                       $6,057,000
                 September 30, 2001                  $10,414,000
                 December 31, 2001                   $8,548,000

<PAGE>

6.19. Bank Accounts. The Borrower will at all times maintain its primary
concentration and disbursement accounts with a Lender.


                                   ARTICLE VII
                                   -----------

                                    DEFAULTS
                                    --------

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

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

7.2. Nonpayment of principal of any Loan when due, or nonpayment of interest
upon any Loan or of any Facility Fee or other obligations under any of the Loan
Documents within five days after the same becomes due.

7.3. The breach by the Borrower of any of the terms or provisions of Sections
6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, or 6.19; or
the breach by the Borrower of any of the terms or provisions of Section 6.1
which is not remedied within five Business Days after written notice from the
Agent or any Lender.

7.4. The breach by the Borrower (other than a breach which constitutes a Default
under another Section of this Article VII) of any of the terms or provisions of
this Agreement or any other Loan Document which is not remedied within 30 days
after written notice from the Agent or any Lender.

7.5. Failure of the Borrower or any of its Subsidiaries to pay when due any
Indebtedness aggregating in excess of $5,000,000 ("Material Indebtedness"); or
the default by the Borrower or any of its Subsidiaries in the performance
(beyond the applicable grace period with respect thereto, if any) of any term,
provision or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which default or event is to cause, or to permit
the holder or holders of such Material Indebtedness to cause, such Material
Indebtedness to become due prior to its stated maturity; or any Material
Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the
Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

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

<PAGE>


7.7. Without the application, approval or consent of the Borrower or any of its
Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

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

7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay,
bond or otherwise discharge one or more (i) judgments or orders for the payment
of money (except to the extent covered by insurance as to which the insurer has
not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

7.10. A Reportable Event shall occur that results in or could result in
liability of the Borrower, any Subsidiary of the Borrower or their ERISA
Affiliates to the PBGC or to any Plan and such Reportable Event is not corrected
within ten (10) days after the occurrence thereof; or any Reportable Event shall
occur which could constitute grounds for termination of any Plan of the
Borrower, its Subsidiaries or their ERISA Affiliates by the PBGC or for the
appointment by the appropriate United States District Court of a trustee to
administer any such Plan and such Reportable Event is not corrected within ten
(10) days after the occurrence thereof; or the Borrower, any Subsidiary of the
Borrower or any of their ERISA Affiliates shall file a notice of intent to
terminate a Plan or other proceedings shall be instituted to terminate a Plan;
or the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates
shall fail to pay when due any liability to the PBGC or to a Plan; or the PBGC
shall have instituted proceedings to terminate, or to cause a trustee to be
appointed to administer, any Plan of the Borrower, its Subsidiaries or their
ERISA Affiliates; or any Person shall engage in a Prohibited Transaction with
respect to any Plan which results in or could result in liability of the
Borrower, any Subsidiary of the Borrower, any of their ERISA Affiliates, any
Plan of the Borrower, its Subsidiaries or their ERISA Affiliates or fiduciary of
any such Plan; or the Borrower, any Subsidiary of the Borrower or any of their
ERISA Affiliates shall fail to make a required installment or other payment to
any Plan within the meaning of Section 302(f) of ERISA or Section 412(n) of the
Code, which failure results in or could result in liability of the Borrower, any
Subsidiary of the Borrower or any of their ERISA Affiliates to the PBGC or any
Plan; or the Borrower, any of its Subsidiaries or any of their ERISA Affiliates
shall withdraw from a Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA; or the Borrower, any of its
Subsidiaries or any of their ERISA Affiliates shall become an employer with
respect to any Multiemployer Plan without the prior written consent of the
Required Lenders.

7.11. The Borrower or any of its Subsidiaries shall (i) be the subject of any
proceeding or investigation pertaining to the release by the Borrower, any of
its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect and is not remedied within 30 days.

7.12. Any Change in Control shall occur.

<PAGE>


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

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

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

8.1. Acceleration. If any Default described in Section 7.6 or 7.7 occurs with
respect to the Borrower, the obligations of the Lenders to make Loans hereunder
shall automatically terminate and the Obligations shall immediately become due
and payable without any election or action on the part of the Agent or any
Lender. If any other Default occurs, the Required Lenders (or the Agent with the
consent of the Required Lenders) may terminate or suspend the obligations of the
Lenders to make Loans hereunder, or declare the Obligations to be due and
payable, or both, whereupon the Obligations shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which the Borrower hereby expressly waives.

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

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

(i)      Extend the final maturity of any Loan or forgive all or any portion of
         the principal amount thereof, or reduce the rate or extend the time of
         payment of interest or fees thereon.
(ii)     Reduce the percentage specified in the definition of Required Lenders.
(iii)    Extend the Facility Termination Date, or reduce the amount or extend
         the payment date for, the mandatory payments required under Section
         2.2, or increase the amount of the Commitment of any Lender hereunder,
         or permit the Borrower to assign its rights under this Agreement.
(iv)     Amend this Section 8.2.
(v)      Release any Guarantor or, except as provided in the Collateral
         Documents, release all or substantially all of the collateral covered
         thereby.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. No amendment of any
provision of this Agreement relating to the Swing Line Lender or any Swing Line
Loans shall be effective without the written consent of the Swing Line Lender.
The Agent may waive


<PAGE>

payment of the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement.

8.3. Preservation of Rights. No delay or omission of the Lenders or the Agent to
exercise any right under the Loan Documents shall impair such right or be
construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Obligations have been paid in
full.

                                   ARTICLE IX
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

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

9.2. Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

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

9.4. Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

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

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


<PAGE>

or the Lenders) paid or incurred by the Agent, the Arranger or any Lender in
connection with the collection and enforcement of the Loan Documents. (ii) The
Borrower hereby further agrees to indemnify the Agent, the Arranger, each
Lender, their respective affiliates, and each of their directors, officers and
employees against all losses, claims, damages, penalties, judgments, liabilities
and expenses (including, without limitation, all reasonable expenses of
litigation or preparation therefor whether or not the Agent, the Arranger, any
Lender or any affiliate is a party thereto) which any of them may pay or incur
arising out of or relating to this Agreement, the other Loan Documents, the
transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Loan hereunder, except to the extent
that any of the foregoing is due to the gross negligence or willful misconduct
of the party seeking indemnification. The obligations of the Borrower under this
Section 9.6 shall survive the termination of this Agreement.

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

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

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

9.10. Nonliability of Lenders. The relationship between the Borrower on the one
hand and the Lenders and the Agent on the other hand shall be solely that of
borrower and lender. Neither the Agent, the Arranger nor any Lender shall have
any fiduciary responsibilities to the Borrower. Neither the Agent, the Arranger
nor any Lender undertakes any responsibility to the Borrower to review or inform
the Borrower of any matter in connection with any phase of the Borrower's
business or operations. The Borrower agrees that neither the Agent, the Arranger
nor any Lender shall have liability to the Borrower (whether sounding in tort,
contract or otherwise) for losses suffered by the Borrower in connection with,
arising out of, or in any way related to, the transactions contemplated and the
relationship established by the Loan Documents, or any act, omission or event
occurring in connection therewith, unless such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
Neither the Agent, the Arranger nor any Lender shall have any liability with
respect to, and the Borrower hereby waives, releases and agrees not to sue for,
any special, indirect, consequential or punitive damages suffered by the
Borrower in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.

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

<PAGE>

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

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

                                    ARTICLE X
                                    ---------

                                    THE AGENT
                                    ---------


10.1. Appointment; Nature of Relationship. Bank One, Indiana, N.A. is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

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

10.3. General Immunity. Neither the Agent nor any of its directors, officers,
agents or employees shall be liable to the Borrower, the Lenders or any Lender
for any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection herewith or therewith except to the extent
such action or inaction due to the gross negligence or willful misconduct of
such Person.

10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of
its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (a) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective


<PAGE>

Subsidiaries. The Agent shall have no duty to disclose to the Lenders
information that is not required to be furnished by the Borrower to the Agent at
such time, but is voluntarily furnished by the Borrower to the Agent (either in
its capacity as Agent or in its individual capacity).

10.5. Action on Instructions of Lenders. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and under any other
Loan Document in accordance with written instructions signed by the Required
Lenders, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge
that the Agent shall be under no duty to take any discretionary action permitted
to be taken by it pursuant to the provisions of this Agreement or any other Loan
Document unless it shall be requested in writing to do so by the Required
Lenders. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

10.6. Employment of Agents and Counsel. The Agent may execute any of its duties
as Agent hereunder and under any other Loan Document by or through employees,
agents, and attorneys-in-fact and shall not be answerable to the Lenders, except
as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care. The Agent shall be entitled to advice of counsel
concerning the contractual arrangement between the Agent and the Lenders and all
matters pertaining to the Agent's duties hereunder and under any other Loan
Document.

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

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

10.9. Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured Default hereunder unless
the Agent has


<PAGE>

received written notice from a Lender or the Borrower referring to this
Agreement describing such Default or Unmatured Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Lenders.

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

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

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


<PAGE>

10.13. Agent and Arranger Fees. The Borrower agrees to pay to the Agent and the
Arranger, for their respective accounts, the fees agreed to by the Borrower, the
Agent and the Arranger pursuant to that certain letter agreement dated March 6,
2001, or as otherwise agreed from time to time.

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

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

                                   ARTICLE XI
                                   ----------

                            SETOFF; RATABLE PAYMENTS
                            ------------------------


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

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

                                   ARTILCE XII
                                   -----------

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------

12.1. Successors and Assigns. The terms and provisions of the Loan Documents
shall be binding upon and inure to the benefit of the Borrower and the Lenders
and their respective successors and assigns, except that (i) the Borrower shall
not have the right to assign its rights or obligations under the Loan Documents
and (ii) any assignment by any Lender must be made in compliance with Section
12.3. The parties to this Agreement acknowledge that clause (ii) of this Section
12.1 relates only to absolute assignments and does not prohibit assignments
creating security interests, including, without limitation, (x) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender
which is a fund, any pledge or assignment of all or any


<PAGE>

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

12.2. Participations.

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

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

12.2.3. Benefit of Setoff. The Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in Section 11.1 in respect of its
participating interest in amounts owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, provided that each Lender shall retain the
right of setoff provided in Section 11.1 with respect to the amount of
participating interests sold to each Participant. The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 11.2 as if each Participant were a Lender.

12.3. Assignments.

12.3.1. Permitted Assignments. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be substantially in
the form of Exhibit B or in such other form as may be agreed to by the parties
thereto. The consent of the Borrower and the Agent shall be required prior to an
assignment becoming effective


<PAGE>

with respect to a Purchaser which is not a Lender or an Affiliate thereof;
provided, however, that if a Default has occurred and is continuing, the consent
of the Borrower shall not be required. Such consent shall not be unreasonably
withheld or delayed. Each such assignment with respect to a Purchaser which is
not a Lender or an Affiliate thereof shall (unless each of the Borrower and the
Agent otherwise consents) be in an amount not less than the lesser of (i)
$5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment
(calculated as at the date of such assignment) or outstanding Loans (if the
applicable Commitment has been terminated).

12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent of an assignment,
together with any consents required by Section 12.3.1, and (ii) payment of a
$4,000 fee to the Agent for processing such assignment (unless such fee is
waived by the Agent), such assignment shall become effective on the effective
date specified in such assignment. The assignment shall contain a representation
by the Purchaser to the effect that none of the consideration used to make the
purchase of the Commitment and Loans under the applicable assignment agreement
constitutes "plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be "plan
assets" under ERISA. On and after the effective date of such assignment, such
Purchaser shall for all purposes be a Lender party to this Agreement and any
other Loan Document executed by or on behalf of the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action
by the Borrower, the Lenders or the Agent shall be required to release the
transferor Lender with respect to the percentage of the Aggregate Commitment and
Loans assigned to such Purchaser. Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and
the Borrower shall, if the transferor Lender or the Purchaser desires that its
Loans be evidenced by Notes, make appropriate arrangements so that new Notes or,
as appropriate, replacement Notes are issued to such transferor Lender and new
Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting their respective Commitments, as
adjusted pursuant to such assignment.

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

12.5. Tax Treatment. If any interest in any Loan Document is transferred to any
Transferee which is organized under the laws of any jurisdiction other than the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII
                                  ------------

                                     NOTICES
                                     -------

13.1. Notices. Except as otherwise permitted by Section 2.14 with respect to
borrowing notices, all notices, requests and other communications to any party
hereunder shall be in writing (including electronic transmission, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Agent, at its address or facsimile number set forth
on the signature pages hereof, (y) in the case of any Lender, at its address or
facsimile number set forth in its administrative questionnaire or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrower in
accordance with the provisions of this Section 13.1. Each such notice, request
or other communication shall be


<PAGE>

effective (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of receipt is
received, (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid, or (iii)
if given by any other means, when delivered (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that
notices to the Agent under Article II shall not be effective until received.

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

                                   ARTICLE XIV
                                   -----------

                                  COUNTERPARTS
                                  ------------

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

                                   ARTICLE XV
                                   ----------

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

15.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY
EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ.,
BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

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

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

<PAGE>

                                   SCHEDULE I

                                   COMMITMENTS

Lender                                                       Commitment
------                                                       ----------
Bank One, Indiana, N.A.                                      $   8,602,150.65
Fleet National Bank                                              6,451,612.90
KeyBank National Association                                     6,451,612.90
1st Source Bank                                                  3,225,806.45
National City Bank of Indiana                                    3,225,806.45
The Northern Trust Company                                       3,225,806.45
Bank Hapoalim B.M.,
    Chicago Branch                                               2,150,537.75
                                                                 ------------
                     Total                                     $33,333,333.55


                                PRICING SCHEDULE

APPLICABLE MARGIN         LEVEL I    LEVEL II     LEVEL III    LEVEL IV
                          STATUS     STATUS       STATUS       STATUS
--------------------------------------------------------------------------------
Eurodollar Rate           0.75%      0.875%       1.00%        1.25%
Floating Rate             0%         0%           0%           0%

APPLICABLE FEE RATE       LEVEL I    LEVEL II     LEVEL III    LEVEL IV
                          STATUS     STATUS       STATUS       STATUS
--------------------------------------------------------------------------------
Facility Fee              0.25%     0.25%        0.375%       0.375%



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

"Financials" means the annual or quarterly financial statements of the Borrower
delivered pursuant to Section 6.1(i) or (ii).

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

"Level II Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
less than 1.50 to 1.00.

"Level III Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Leverage Ratio is less than 2.00 to 1.00.

"Level IV Status" exists at any date if the Borrower has not qualified for Level
I Status, Level II Status or Level III Status.

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

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