<PAGE>

                                                                Exhibit 10.xiii


                             HON INDUSTRIES INC.

                       ------------------------------


                                $200,000,000
                              CREDIT AGREEMENT

                          dated as of June 11, 1997

                       ------------------------------


                           BANKERS TRUST COMPANY,
                as Syndication Agent and Administrative Agent


                                     and

                        VARIOUS LENDING INSTITUTIONS


<PAGE>

                                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                             <C>
TABLE OF CONTENTS.................................................................................................2
CREDIT AGREEMENT..................................................................................................3
DEFINITIONS.......................................................................................................4
AMOUNT AND TERMS OF CREDIT.......................................................................................27
   2.1    REVOLVING CREDIT BORROWINGS............................................................................27
   2.2    SWING LINE BORROWINGS..................................................................................28
   2.3    COMPETITIVE BORROWINGS.................................................................................30
      (d)    SUBMISSION AND CONTENTS OF COMPETITIVE BIDS.........................................................32
   2.4    INTENTIONALLY OMITTED..................................................................................34
   2.7    OPTIONAL PREPAYMENTS...................................................................................36
   2.8    REPAYMENT OF LOANS; MANDATORY PREPAYMENTS; EVIDENCE OF DEBT............................................36
   2.9    INTEREST RATES AND PAYMENT DATES.......................................................................37
   2.12   CONVERSION AND CONTINUATION OPTIONS....................................................................39
   2.15   PRO RATA TREATMENT AND PAYMENTS........................................................................40
   2.17   INCREASED COSTS........................................................................................41
   2.18   TAXES..................................................................................................42
   2.20   NOTICE OF AMOUNTS PAYABLE; RELOCATION OF LENDING OFFICE................................................45
REPRESENTATIONS AND WARRANTIES...................................................................................46
   3.7    FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED LIABILITIES;....................................47
   4.1    CONDITIONS PRECEDENT TO EFFECTIVENESS.  This Agreement shall become effective upon the satisfaction of
   each of the following conditions:.............................................................................51
      (a)    LOAN DOCUMENTS.  Administrative Agent shall have received each of:..................................51
AFFIRMATIVE COVENANTS............................................................................................54
   5.1    FINANCIAL STATEMENTS.  Furnish to each Lender:.........................................................54
   5.9    ENVIRONMENTAL LAWS.....................................................................................59
NEGATIVE COVENANTS...............................................................................................59
   6.1    FINANCIAL CONDITION COVENANTS..........................................................................60
   6.9    INVESTMENTS.  Make any Investments except for Permitted Investments....................................63
   6.12   FISCAL YEAR.  Change the fiscal year of Borrower.......................................................64
EVENTS OF DEFAULT................................................................................................64
      (k)    CHANGE OF CONTROL.  A Change of Control shall occur; or.............................................66
ADMINISTRATIVE AGENT.............................................................................................68
   8.4    RELIANCE BY ADMINISTRATIVE AGENT.......................................................................69
   8.9    RESIGNATION BY ADMINISTRATIVE AGENT....................................................................71
MISCELLANEOUS....................................................................................................72
   9.4    COSTS, EXPENSES AND TAXES; INDEMNITY...................................................................74
   9.7    ADJUSTMENTS; SET-OFF...................................................................................77
   9.9    BINDING EFFECT; ASSIGNMENT; ENTIRE AGREEMENT...........................................................78
   9.10   CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..........................................................81
</TABLE>

<PAGE>

Schedules

Schedule 1.1          --     Revolving Commitments
Schedule 3.5          --     Subsidiaries
Schedule 3.6          --     Indebtedness
Schedule 3.7(a)       --     Pro Forma Balance Sheet
Schedule 3.7(d)       --     Projections
Schedule 6.2(c)       --     Outstanding Subsidiary Indebtedness
Schedule 6.3(e)       --     Guarantee Obligations
Schedule 6.4          --     Permitted Liens
Schedule 6.7(a)       --     Certain Restrictions
Schedule 9.3          --     Addresses for Notice; Payment and Lending Offices


Exhibits

Exhibit 1.1           --     Form of Subsidiary Guarantee Agreement
Exhibit 2.1(c)        --     Form of Revolving Note
Exhibit 2.2(b)        --     Form of Swing Line Note
Exhibit 2.2(e)        --     Form of Swing Line Loan Participation Certificate
Exhibit 2.3(a)        --     Form of Competitive Bid Note
Exhibit 2.3(b)        --     Form of Competitive Bid Request
Exhibit 2.3(c)        --     Form of Invitation for Competitive Bids
Exhibit 2.3(d)        --     Form of Competitive Bid
Exhibit 2.3(f)        --     Form of Competitive Bid Accept/Reject Letter
Exhibit 2.18(c)       --     Form of Section 2.18(c)(ii) Certificate
Exhibit 4.1(f)        --     Form of Opinions of Jones, Day, Reavis & Pogue and
                             Borrower's in-house counsel
Exhibit 4.1(j)        --     Form of CT Letter
Exhibit 4.1(m)        --     Form of Officer's Certificate
Exhibit 5.2(b)        --     Form of Certificate of Financial Officer
Exhibit 9.9           --     Form of Assignment and Assumption Agreement


                              CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated as of June 11, 1997, among HON INDUSTRIES
INC., an Iowa corporation ("BORROWER"), the several banks and other financial
institutions from time to time parties to this Agreement (the "LENDERS"), and
BANKERS TRUST COMPANY, a New York banking corporation, as syndication agent
and as administrative agent for the Lenders hereunder (in such capacity, the
"ADMINISTRATIVE AGENT").

                  The parties hereto hereby agree as follows:


                                   ARTICLE I
<PAGE>

                                  DEFINITIONS

         1.1 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings, such meanings to be equally applicable to
both the singular and plural forms of the terms defined:

         "ACQUISITION": the acquisition by Borrower of the stock of Allsteel
     Inc., an Illinois corporation, pursuant to the Acquisition Documents.

         "ACQUISITION  AGREEMENT": the Stock Purchase Agreement dated as of
     May 12, 1997 between ACI American Holdings, Inc., a Delaware corporation
     and Borrower.

         "ACQUISITION DOCUMENTS": the Acquisition Agreement and all other
     agreements and documents relating to the Acquisition.

         "ADMINISTRATIVE AGENT": as defined in the preamble.

         "AFFILIATE": with respect to any Person, any Person or group acting
     in concert in respect of the Person in question that, directly or
     indirectly, controls or is controlled by or is under common control with
     such Person. For the purposes of this definition, "control" (including,
     with correlative meanings, the terms "controlled by" and "under common
     control with") shall mean the possession, directly or indirectly, of the
     power to direct or cause the direction of management and policies of a
     Person, whether through the ownership of voting securities or by contract
     or otherwise.

         "AGENT-RELATED PERSONS":  as defined in subsection 8.3.

         "AGREEMENT":  this Agreement, as amended, supplemented or otherwise
     modified from time to time.

         "APPLICABLE FACILITY FEE": at any date, the applicable percentage
     amount of the aggregate Revolving Commitments of the Lenders as such
     percentage amount is set forth in the table below based upon the Status
     on such date:


                    STATUS                     FACILITY FEE
           --------------------------- ----------------------------
                    Level I                       .125%
           --------------------------- ----------------------------
                    Level II                      .150%
           --------------------------- ----------------------------
                    Level III                     .175%
           --------------------------- ----------------------------
                    Level IV                      .200%
           --------------------------- ----------------------------

         "APPLICABLE MARGIN":  as defined in subsection 2.9(e).

         "ASSET DISPOSITION": any sale, lease, transfer or other disposition
     (or series of related sales, leases, transfers or dispositions) of shares
     of Capital Stock of a Subsidiary of Borrower (other than directors'
     qualifying shares), property or other assets (each referred to for the
     purposes of this definition as a "disposition") by Borrower or any of
     its Subsidiaries the fair market value of which, as determined in good
     faith by the board of

<PAGE>

     directors of Borrower or such Subsidiary, as the case may be, exceeds
     $3,000,000 (other than (i) a disposition by a Subsidiary to Borrower or
     by Borrower or a Subsidiary to a Wholly-Owned Subsidiary, (ii) a
     disposition of property or other assets at fair market value in the
     ordinary course of business, including non-exclusive licenses to use
     trademarks, trade names or other similar property of Borrower or its
     Subsidiaries, (iii) a disposition of obsolete property or other assets
     in the ordinary course of business.

         "ASSIGNEE":  an Eligible  Assignee  which is an "Assignee"  party to
     an Assignment and Assumption Agreement pursuant to subsection 9.9.

         "ASSIGNMENT AND ASSUMPTION AGREEMENT": an Assignment and
     Assumption Agreement substantially in the form of EXHIBIT 9.9 annexed
     hereto and made a part hereof made by any applicable Lender, as
     assignor and such Lender's assignee in accordance with subsection 9.9,
     with such modifications (including, without limitation, additional
     representations, warranties and covenants) as such assignor Lender and
     assignee Lender may agree to from time to time which solely affect the
     relative rights and/or obligations of the assignor Lender and assignee
     Lender as between themselves.

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

         "ATTRIBUTABLE DEBT": as of the date of determination thereof
     in connection with a Sale and Leaseback Transaction occurring after the
     Closing Date, the greater of (1) the fair value of the assets subject
     to such transaction (as determined in good faith by the applicable
     lessee) and (2) the present value (discounted according to GAAP at the
     cost of debt implied in the lease) of the obligations of the lessee for
     rental payments during the term of any applicable lease.

         "AVAILABLE REVOLVING COMMITMENT": as to any Lender at any
     time, an amount in Dollars equal to the excess, if any, of (a) such
     Lender's Revolving Commitment over (b) the sum of (i) the aggregate
     principal amount then outstanding of Revolving Loans made by such
     Lender, (ii) such Lender's Commitment Percentage of the Swing Line
     Loans then outstanding and (iii) such Lender's Commitment Percentage of
     the Competitive Loans then outstanding pursuant to subsection 2.3
     (regardless, in the case of clauses (ii) or (iii) only, of whether such
     Indebtedness is owing to such Lender).

         "BANKRUPTCY  CODE":  Title 11 of the United States Code entitled
     Bankruptcy as now or hereafter in effect or any successor thereto.

         "BASE  RATE":  the higher of (i) the Prime  Lending  Rate and (ii)
     the  Federal  Funds  Effective Rate plus one-half of one percent (1/2%).

         "BASE RATE LOANS": Revolving Loans bearing interest at a rate
     determined by reference to the Base Rate or Swing Line Loans, as the
     context shall require.

         "BOARD":  the Board of Governors of the Federal Reserve System (or any
     successor thereto).

<PAGE>

         "BORROWER":  as defined in the preamble.

         "BORROWING": a group of Loans of a single Type made by the Lenders or
     the Swing Line Lender, as appropriate (or, in the case of a Competitive
     Borrowing, by the Lender or Lenders whose Competitive Bids have been
     accepted pursuant to subsection 2.3), on a single date and as to which a
     single Interest Period is in effect.

         "BT":  Bankers Trust Company, a New York banking corporation.

         "BUSINESS DAY": a day other than a Saturday, Sunday or other day on
     which commercial banks in New York City are authorized or required by law
     to close; PROVIDED, HOWEVER, that when used in connection with a
     Eurodollar Loan, the term "Business Day" shall also exclude any day on
     which banks are not open for dealings in dollar deposits in the London
     interbank market.

         "CAPITAL LEASE": as applied to any Person, any lease of any
     property (whether real, personal or mixed) by that Person as lessee
     which would, in conformity with GAAP, be required to be accounted for
     as a capital lease on the balance sheet of that Person.

         "CAPITAL STOCK": with respect to any Person, any and all shares,
     interests, participations, rights in or other equivalents (however
     designated) of such Person's capital stock partnership interests,
     membership interests or other equivalent interests and any rights
     (other than debt securities convertible into or exchangeable for
     capital stock or such interests), warrants or options exchangeable
     for or convertible into such capital stock or other interests.

         "CHANGE OF CONTROL": (i) the sale, lease or transfer of all or
     substantially all of Borrower's assets to any Person or group (as such
     term is used in Section 13(d)(3) of the Exchange Act), (ii) the
     liquidation or dissolution of Borrower, (iii) any person or group of
     persons (within the meaning of the Exchange Act) acquiring beneficial
     ownership (within the meaning of Rule 13d-3 promulgated by the SEC under
     the Exchange Act) of 20% or more of the issued and outstanding shares of
     Borrower's Voting Securities; or (iv) during any period of twelve
     consecutive calendar months, individuals who at the beginning of such
     period constituted Borrower's board of directors (together with any new
     directors whose election by Borrower's board of directors or whose
     nomination for election by Borrower's stockholders was approved by a vote
     of at least two-thirds of the directors then still in office who either
     were directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason
     other than death or disability to constitute a majority of the directors
     then in office.

         "CLOSING DATE": June 11, 1997.

         "CODE":  the Internal Revenue Code of 1986, as amended from time to
     time.

         "COMMITTED LOAN":  any Revolving Loan or Swing Line Loan.

         "COMMITMENT": as to any Lender at any time, the aggregate of such
     Lender's  outstanding Revolving Commitment and its Swing Line Commitment.

<PAGE>

         "COMMITMENT PERCENTAGE": as to any Lender at any time, the
     percentage which such Lender's Revolving Commitment then constitutes of
     the aggregate Revolving Commitments (or, at any time after the
     Revolving Commitments shall have expired or terminated, the percentage
     which the aggregate principal amount of such Lender's Loans then
     outstanding constitutes of the aggregate principal amount of the Loans
     then outstanding; PROVIDED, HOWEVER, that for purposes of determining
     the amount of a Lender's Loans, Swing Line Loans shall be deemed to be
     held not by the Swing Line Lender, but rather each Lender shall be
     deemed to hold the amount of Swing Line Loans equal to its Commitment
     Percentage of the Swing Line Loans then outstanding).

         "COMMITMENT PERIOD": the period from and including the date hereof
     to but not including the Termination Date.

         "COMMODITY PRICE PROTECTION AGREEMENT" any Contractual Obligation or
     other arrangement designed to protect Borrower or any of its Subsidiaries
     from fluctuations in the price of commodities.

         "COMPETITIVE BID":  an offer by a Lender to make a Competitive Loan
     pursuant to subsection 2.3 in the form of EXHIBIT 2.3(d).

         "COMPETITIVE BID ACCEPT/REJECT LETTER":  a notification made by
     Borrower pursuant to subsection 2.3(f) in the form of EXHIBIT 2.3(f).

         "COMPETITIVE BID LENDERS": those Lenders listed on SCHEDULE 1.1 hereto
     as a Competitive Bid Lender, and such other Lenders which become
     Competitive Bid Lenders by notice to the Administrative Agent and the
     Borrower.

         "COMPETITIVE BID NOTE":  as defined in subsection 2.3(a).

         "COMPETITIVE BID RATE": as to any Competitive Bid made by a
     Lender pursuant to subsection 2.3, (i) in the case of a Eurodollar
     Competitive Loan, the Eurodollar Rate plus (or minus) the Margin, and
     (ii) in the case of a Fixed Rate Competitive Loan, the fixed rate of
     interest offered by the Lender making such Competitive Bid.

         "COMPETITIVE BID REQUEST":  a request made pursuant to subsection
     2.3(b) in the form of EXHIBIT 2.3(b).

         "COMPETITIVE BORROWING": a Borrowing consisting of a Competitive Loan
     or concurrent Competitive Loans from the Lender or Lenders whose
     Competitive Bids for such Borrowing have been accepted by Borrower under
     the bidding procedure described in subsection 2.3.

         "COMPETITIVE LOAN": a Loan (which shall be a Eurodollar
     Competitive Loan or a Fixed Rate Competitive Loan) made by a Lender
     pursuant to the bidding procedure described in subsection 2.3.

         "CONSOLIDATED CAPITAL EXPENDITURES": for any period, the aggregate
     of all expenditures (whether paid in cash or accrued as a liability and
     including that portion of Capital Leases which is capitalized on the
     consolidated balance sheet of Borrower and its Subsidiaries for the
     applicable period) by Borrower and its Subsidiaries during that period
     that, in conformity with GAAP, are included in "additions to property,
     plant or

<PAGE>

     equipment" or comparable items reflected in the consolidated statement
     of cash flows of Borrower and its Subsidiaries.

         "CONSOLIDATED DEBT": indebtedness for money borrowed of
     Borrower and its Subsidiaries that should be shown on the liability
     side of a consolidated balance sheet of Borrower and its Subsidiaries
     prepared in accordance with GAAP PLUS, (without duplication) the amount
     of Indebtedness of the type described in clause (iii) of the definition
     thereof PLUS, (without duplication) Attributable Debt).

         "CONSOLIDATED EBITDA": without duplication for any Person for
     any period for which such amount is being determined, Consolidated Net
     Income or Consolidated Net Loss for such period plus the sum of the
     amounts for such period of (i) Consolidated Interest Expense, (ii)
     provision for taxes based on income, (iii) depreciation expense, and
     (iv) amortization expense, minus any non-cash non-operating income for
     such period to the extent included in Consolidated Net Income or
     Consolidated Net Loss and excluding any gain or loss recognized in
     respect of post-retirement benefits as a result of the application of
     FASB 106 and any foreign currency translation adjustments as a result
     of the application of FASB 52, all as determined on a consolidated
     basis for such Person and its consolidated Subsidiaries in accordance
     with GAAP. For purpose of this definition, "Consolidated EBITDA" shall
     be calculated after giving effect on a PRO FORMA basis to any Purchase
     (including the Permitted Acquisition) as if such Purchase occurred on
     the first day of the applicable period on the same basis as is required
     in clauses (A) through (C) for the PRO FORMA test under clause (vi) of
     the definition of Permitted Investments.

         "CONSOLIDATED INTEREST EXPENSE": with respect to any Person,
     for any period for which such amount is being determined, total
     interest expense of such Person and its Subsidiaries on a consolidated
     basis in accordance with GAAP for such period.

         "CONSOLIDATED NET INCOME" and "CONSOLIDATED NET LOSS": for any
     Person for any period for which such amount is being determined, the
     net income (loss) of such Person and its consolidated Subsidiaries
     during such period determined on a consolidated basis for such period
     taken as a single accounting period in accordance with GAAP, provided
     that there shall be excluded (i) income (or loss) of any Person (other
     than a consolidated Subsidiary of such Person) in which any other
     Person (other than such Person or any of its consolidated Subsidiaries)
     has a joint interest, except to the extent of the amount of dividends
     or other distributions actually paid to such Person or any of its
     consolidated Subsidiaries by such other Person during such period, (ii)
     the income (or loss) of any Person accrued prior to the date it becomes
     a consolidated Subsidiary of such Person or is merged into or
     consolidated with such Person or any of its consolidated Subsidiaries
     or the Person's assets are acquired by such Person or any of its
     consolidated Subsidiaries and (iii) the income of any consolidated
     Subsidiary of such Person to the extent that the declaration or payment
     of dividends or similar distributions by that consolidated Subsidiary
     of the income is not at the time permitted by operation of the terms of
     its charter or any agreement, instrument, judgment, decree, order,
     statute, rule or governmental regulation applicable to that
     consolidated Subsidiary.

         "CONSOLIDATED NET TANGIBLE ASSETS": the total assets shown on the
     balance sheet of Borrower and its consolidated Subsidiaries, determined
     on a consolidated basis in accordance with GAAP as of the end of the most
     recent fiscal quarter of Borrower ending at least 45 days prior to the
     taking of any action for the purpose of which the

<PAGE>

     determination is being made, less (i) all current liabilities and minority
     interests and (ii) goodwill and other intangibles.

         "CONSOLIDATED NET WORTH": the total amount shown on the balance sheet
     of Borrower and its consolidated Subsidiaries, determined on a
     consolidated basis in accordance with GAAP, as of the end of the most
     recent fiscal quarter of Borrower ending at least 45 days prior to the
     taking of any action for the purpose of which the determination is being
     made, as (i) the par or stated value of all outstanding Capital Stock of
     such Person PLUS (ii) paid-in capital or capital surplus relating to such
     Capital Stock PLUS (iii) any retained earnings or earned surplus LESS (A)
     any accumulated deficit, (B) any amounts attributable to Redeemable Stock
     and (C) any amounts attributable to Exchangeable Stock, excluding, where
     applicable, any adjustments in respect of foreign currency translation.

         "CONTAMINANT": any material with respect to which any Environmental
     Law imposes a duty, obligation or standard of conduct, including without
     limitation any pollutant, contaminant (as those terms are defined in 42
     U.S.C. Section 9601(33)), toxic pollutant (as that term is defined in 33
     U.S.C. Section 1362(13)), hazardous substance (as that term is defined
     in 42 U.S.C. Section 9601(14)), hazardous chemical (as that term is
     defined by 29 CFR Section 1910.1200(c)), hazardous waste (as that term
     is defined in 42 U.S.C. Section 6903(5)), or any state or local
     equivalent of such laws and regulations, including, without limitation,
     radioactive material, special waste, polychlorinated biphenyls,
     asbestos, petroleum, including crude oil or any petroleum-derived
     substance, (or any fraction thereof), waste, or breakdown or
     decomposition product thereof, or any constituent of any such substance
     or waste, including but not limited to polychlorinated biphenyls and
     asbestos.

         "CONTRACTUAL OBLIGATION": as to any Person, any provision of any
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     property is bound or to which it may be subject.

         "CURRENCY PROTECTION AGREEMENT": any foreign exchange contract,
     currency swap agreement, or other financial agreement or arrangement
     designed to protect Borrower or any of its Subsidiaries against
     fluctuations in currency values.

         "DEBTS": all liabilities, whether matured or unmatured, liquidated
     or unliquidated,  absolute, fixed or contingent.

         "DEFAULT RATE": a variable rate per annum which shall be two
     percent (2%) per annum PLUS either (i) the then applicable interest
     rate hereunder in respect of the amount on which the Default Rate is
     being assessed, or (ii) if there is no such applicable interest rate,
     the Base Rate plus the Applicable Margin, but in no event in excess of
     that permitted by applicable law.

         "DOLLARS" and "$":  dollars in lawful currency of the U.S.

         "DOMESTIC SUBSIDIARY": any Subsidiary of Borrower that is
     incorporated under the laws of any State of the U.S., the District of
     Columbia or any territory or possession of the U.S.

<PAGE>

          "EFFECTIVE DATE": the effective date of the applicable Assignment
     and Assumption Agreement, as defined therein.

         "ELIGIBLE ASSIGNEE": (i) a commercial bank organized under the
     laws of the U.S., or any State thereof, (ii) a commercial bank
     organized under the laws of any other country which is a member of
     OECD, or a political subdivision of any such country; PROVIDED,
     HOWEVER, that such bank is acting through a branch or agency located in
     the country in which it is organized or another country which is also a
     member of the OECD or the Cayman Islands, (iii) the central bank of any
     country which is a member of the OECD, (iv) a finance company or other
     financial institution or fund (whether a corporation, partnership,
     trust or other entity) that is engaged in making, purchasing or
     otherwise investing in commercial loans in the ordinary course of its
     business, (v) an insurance company organized under the laws of the U.S.
     (or any State thereof), (vi) a savings bank or savings and loan
     association organized under the laws of the U.S., or any State thereof,
     (vii) any Lender party to this Agreement, (viii) any Affiliate of any
     Lender party to this Agreement, and (ix) any other Person approved by
     Administrative Agent and Borrower, such approval not to be unreasonably
     withheld; PROVIDED, HOWEVER, that an affiliate of Borrower shall not
     qualify as an Eligible Assignee.

         "ENVIRONMENTAL LAWS": any and all foreign, Federal, state,
     local or municipal laws, rules, orders, regulations, statutes,
     ordinances, codes, decrees, requirements of any Governmental Authority
     or other Requirements of Law regulating, relating to or imposing
     liability or standards of conduct concerning protection of human health
     or the environment, as now or may at any time hereafter be in effect
     that are applicable to the Borrower or its Subsidiaries.

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

         "ERISA AFFILIATE": each trade or business (whether or not
     incorporated) which together with Borrower or a Subsidiary of Borrower
     would be deemed to be a "single employer" within the meaning of Section
     4001(b)(1) of ERISA or would be included in a "controlled group of
     corporations," a group of "trades or businesses under common control"
     or an "affiliated service group" within the meaning of Section 414(b),
     (c), (m) or (o) of the Code. Unless otherwise qualified, all references
     to an "ERISA Affiliate" in this Agreement shall refer to an ERISA
     Affiliate of Borrower or any Subsidiary.

         "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to
     a Eurodollar Loan, the aggregate (without duplication) of the maximum
     rates (expressed as a decimal fraction) of reserve requirements in
     effect on such day (including, without limitation, basic, supplemental,
     marginal and emergency reserves under any regulations of the Board or
     other Governmental Authority having jurisdiction with respect thereto)
     dealing with reserve requirements prescribed for Eurocurrency funding
     (currently referred to as "Eurocurrency liabilities" in Regulation D of
     such Board) maintained by a member bank of the Federal Reserve System.

         "EURODOLLAR BORROWING":  a Borrowing comprised of Eurodollar Loans.

<PAGE>

         "EURODOLLAR COMPETITIVE LOAN": any Competitive Loan bearing interest
     at a rate determined by reference to the Eurodollar Rate.

         "EURODOLLAR LOAN": any Eurodollar Competitive Loan or Eurodollar
     Revolving Loan.

         "EURODOLLAR RATE": the arithmetic average (rounded upwards to
     the nearest 1/16 of 1%) of the offered quotation, if any, to first
     class banks in the Eurodollar market by BT for Dollar deposits of
     amounts in immediately available funds comparable to the principal
     amount of the applicable Eurodollar Loan for which the Eurodollar Rate
     is being determined with maturities comparable to the Interest Period
     for which such Eurodollar Rate will apply, as of approximately 10:00
     A.M. (New York City time) on the applicable Interest Rate Determination
     Date. The determination of the Eurodollar Rate by Administrative Agent
     shall be conclusive and binding on Borrower absent manifest error.

         "EURODOLLAR RESERVE RATE": with respect to each day during
     each Interest Period pertaining to a Eurodollar Loan, a rate per annum
     determined for such day in accordance with the following formula
     (rounded upward to the nearest 1/100th of 1%):

                      EURODOLLAR RATE
         ----------------------------------------
         1.00 - Eurocurrency Reserve Requirements

         "EURODOLLAR  REVOLVING  LOAN":  any  Revolving  Loan  bearing
     interest at a rate determined by reference to the Eurodollar Rate.

         "EVENT OF DEFAULT": any of the events specified in subsection
     7.1; PROVIDED, HOWEVER, that any requirement for the giving of
     notice, the lapse of time, or both, or any other condition, has
     been satisfied.

         "EXCHANGE ACT":  the Securities Exchange Act of 1934, as amended
     and codified in U.S.C. 78a ET SEQ. and as hereafter amended from time
     to time.

         "EXCHANGEABLE STOCK": any Capital Stock which is exchangeable
     or convertible into another security (other than Capital Stock of
     Borrower which is neither Exchangeable Stock nor Redeemable Stock).

         "EXISTING CREDIT FACILITY AGREEMENT":  that certain Credit
     Agreement dated as of September 30, 1996 between the Borrower and LaSalle
     National Bank.

         "EXISTING CREDIT FACILITY REFINANCING":  means the termination of
     the Existing Credit Facility Agreement.

         "EXISTING CREDIT FACILITY TERMINATION DOCUMENTS": shall mean the
     documents entered into with respect to the termination of the commitments,
     and the reimbursement obligations with respect to any letters of credit
     issued, under the Existing Credit Facility Agreement, the repayment of
     the loans thereunder, the release of any guaranties and security with
     respect thereto and any consents required in connection therewith.

<PAGE>

         "FEDERAL FUNDS EFFECTIVE RATE": for any period, a fluctuating interest
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the
     next 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 for such day on such transactions received by
     BT, as Administrative Agent, from three Federal funds brokers of
     recognized standing selected by it.

         "FINANCIAL OFFICER": with respect to any Person, the chief
     financial officer, principal accounting officer, a financial vice
     president, treasurer or assistant treasurer of such Person.

         "FIXED RATE COMPETITIVE LOAN": any Competitive Loan bearing
     interest at a fixed percentage rate per annum specified by the Lender
     making such Loan in its Competitive Bid.

         "GAAP": generally accepted accounting principles in the U.S. as in
     effect from time to time. If any changes in GAAP or the application
     thereof from that used in the preparation of the financial statements
     referred to in subsection 5.1(a) hereof occur after the Closing Date and
     such changes result in, in the judgment of Administrative Agent, a
     material change in the calculation of any financial covenants or
     restrictions set forth in this Agreement, then the parties hereto agree
     to enter into and diligently pursue negotiations in order to amend such
     financial covenants and restrictions so as to equitably reflect such
     changes, with the desired result that the criteria for evaluating the
     financial condition and results of operations of Borrower and its
     Subsidiaries shall be the same after such changes as if such changes had
     not been made.

         "GOVERNMENT ACTS":  as defined in subsection 2.4(i).

         "GOVERNMENTAL AUTHORITY":  any nation or government, any state or
     other political subdivision thereof and any entity exercising
     executive, legislative, judicial, regulatory or administrative functions
     of government.

         "GUARANTEE OBLIGATIONS": as to any Person, without duplication, any
     direct or indirect obligation of such Person guaranteeing or intended to
     guarantee any Indebtedness, Capital Lease or operating lease, dividend or
     other obligation ("primary obligations") of any other Person (the "primary
     obligor") in any manner, whether directly or indirectly, including,
     without limitation, any obligation of such Person, whether or not
     contingent:

              (i)   to purchase any such primary obligation or any property
         constituting direct or indirect security therefor;

              (ii)  to advance or supply funds:

                    (a)  for the purchase or payment of any such primary
              obligation, or

<PAGE>

                    (b) to maintain working capital or equity capital of the
              primary obligor or otherwise to maintain the net worth or
              solvency of the primary obligor,

                (iii) to purchase property, securities or services primarily
           for the purpose of assuring the owner of any such primary obligation
           of the ability of the primary obligor to make payment of such
           primary obligation; or

                (iv)  otherwise to assure or hold harmless the owne of such
           primary obligation against loss in respect thereof.

     Guarantee Obligations shall include, without limitation and without
     duplication:

                (i)   any direct or indirect liability, contingent or
            otherwise of that Person:

                      (a) with respect to any indebtedness, lease dividend,
                letter of credit or other obligation of such primary obligor
                if the primary purpose or intent thereof by the Person
                incurring the Guarantee Obligation is to provide assurance to
                the obligee of such obligation of another that such obligation
                of another will be paid or discharged, or that any agreements
                relating thereto will be complied with, or that the holders of
                such obligation will be protected (in whole or in part) against
                loss in respect thereof,

                      (b) under any letter of credit, performance bonds, surety
                bonds or similar obligations issued for the account of that
                Person or for which that Person is otherwise liable for
                reimbursement thereof, or

                      (c) under Currency Protection Agreements or Interest
                  Rate Protection Agreements or Commodity Price Protection
                  Agreements,

                (ii) the direct or indirect guarantee, endorsement (otherwise
            than for collection or deposit in the ordinary course of business),
            co-making, discounting with recourse or sale with recourse by such
            Person of the obligation of such primary obligor; and

                (iii) any liability of such Person for the obligations of such
            primary obligor through any agreement (contingent or otherwise):

                      (a) to purchase, repurchase or otherwise acquire such
                  obligation or any security therefor, or to provide funds for
                  the payment or discharge of such obligation (whether in the
                  form of loans, advances, stock purchases, capital
                  contributions or otherwise),

                      (b) to maintain  the  solvency or any balance sheet item,
                  level of income or financial condition of such primary
                  obligor, or




<PAGE>

                                    (c) to make take-or-pay or similar payments
                           if required regardless of non-performance by any
                           other party or parties to an agreement, if in the
                           case of any agreement described under clauses (a) or
                           (b) of this sentence the primary purpose or intent
                           thereof is as described in the preceding sentence.

         Notwithstanding the foregoing, as to Borrower or any of its
         Subsidiaries, Guarantee Obligations of Borrower shall not include any
         direct or indirect obligation of Borrower with respect to any
         obligation of any Subsidiary of Borrower and Guarantee Obligations of
         any Subsidiary of Borrower shall not include any direct or indirect
         obligation of such Subsidiary with respect to any obligation of any
         other Subsidiary of Borrower.

         The amount of any Guarantee Obligation at any time shall be deemed to
         be an amount equal to the lesser at such time of (y) the stated or
         determinable amount of the primary obligation in respect of which such
         Guarantee Obligation is made or (z) the maximum amount for which such
         Person may be liable pursuant to the terms of the instrument embodying
         such Guarantee Obligation; or, if not stated or determinable, the
         maximum reasonably anticipated liability in respect thereof.

                 "INDEBTEDNESS": as applied to any Person (without duplication):

                          (i)  all indebtedness of such Person for borrowed
                 money;

                          (ii) the deferred and unpaid balance of the purchase
                 price of assets or services (other than trade payables and
                 other accrued liabilities incurred in the ordinary course of
                 business that are not overdue by more than 90 days unless
                 being contested in good faith) which purchase price is (y) due
                 more than six months from the date of incurrence of the
                 obligation in respect thereof or (z) evidenced by a note or a
                 similar written instrument;

                          (iii) that portion of obligations of such Person with
                 respect to Capital Leases which is or should be classified as
                 a liability on a balance sheet in accordance with GAAP;

                          (iv) all indebtedness secured by any Lien on any
                 property owned by such Person, whether or not such
                 indebtedness has been assumed by such Person or is nonrecourse
                 to such Person;

                          (v) notes payable and drafts accepted representing
                 extensions of credit whether or not representing obligations
                 for borrowed money (other than such notes or drafts for the
                 deferred purchase price of assets or services which does not
                 constitute Indebtedness pursuant to clause (ii) above);

                          (vi) indebtedness or obligations of such Person, in
                 each case, evidenced by bonds, notes or similar written
                 instrument;



<PAGE>


                           (vii) Guarantee Obligations of such Person as an
                  account party in respect of letters of credit and bankers'
                  acceptances and all Guarantee Obligations of such Person with
                  respect to obligations of the type referred to in clauses (i)
                  through (vi) of other Persons other than, in each case,
                  commercial or standby letters of credit or the functional
                  equivalent thereof issued in connection with performance, bid
                  or advance payment obligations incurred in the ordinary course
                  of business, including, without limitation, performance
                  requirements under workers compensation or similar laws; and

                           (viii) Guarantee Obligations of such Person not paid
                  when due or no longer contingent.

                  "INSOLVENT": with respect to any Person, that the present fair
         saleable value of the assets of such Person is less than the amount
         that will be required to pay the probable liability on existing Debts
         of such Person or such Person is unable to pay its Debts, as such Debts
         become absolute and matured.

                  "INTELLECTUAL PROPERTY":  as defined in subsection 3.13.

                  "INTERCOMPANY INDEBTEDNESS": Indebtedness of Borrower or any
         of its Subsidiaries which, in the case of Borrower, is owing to any
         such Subsidiary and which, in the case of any Subsidiary of Borrower,
         is owing to Borrower or any of its other Subsidiaries.

                  "INTEREST PAYMENT DATE": (a) as to any Base Rate Loan, the
         last Business Day of each March, June, September and December to occur
         while such Loan is outstanding and on the date all of the Loans
         hereunder are paid in full, (b) as to any Eurodollar Loan or Fixed Rate
         Competitive Loan, the last day of the Interest Period applicable
         thereto and (c) as to any Eurodollar Loan or Fixed Rate Loan having an
         Interest Period longer than three months or 90 days, as the case may
         be, each day which is three months or 90 days, as the case may be,
         after the first day of the Interest Period applicable thereto;
         PROVIDED, HOWEVER, that, in addition to the foregoing, each of (x) the
         date upon which both the Revolving Commitments have been terminated and
         the Loans have been paid in full and (y) the Termination Date shall be
         deemed to be an "Interest Payment Date" with respect to any interest
         which is then accrued hereunder.

                  "INTEREST PERIOD":  (a)  with respect to any Eurodollar Loan:

                           (i) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurodollar Loan and ending, in the case of any Eurodollar
                  Loan, one, two, three or six months thereafter, as selected by
                  Borrower in its notice of borrowing, notice of conversion or
                  Competitive Bid Request, as the case may be, given with
                  respect thereto; and

                           (ii) thereafter, with respect to Eurodollar Revolving
                  Loans, each period commencing on the last day of the next
                  preceding Interest Period applicable to such Eurodollar
                  Revolving Loan and ending one, two, three or six months
                  thereafter, as selected by Borrower by irrevocable notice to


<PAGE>


                  Administrative Agent not less than three Business Days prior
                  to the last day of the then current Interest Period with
                  respect thereto; and

                           (b) with respect to any Fixed Rate Competitive Loan,
         the period commencing on the borrowing date with respect to such Fixed
         Rate Competitive Loan and ending such number of days thereafter (which
         shall be not less than fifteen days or more than 180 days after the
         date of such borrowing) as shall be selected by Borrower in its
         Competitive Bid Request given with respect thereto;

         PROVIDED, HOWEVER, that all of the foregoing provisions relating to
         Interest Periods are subject to the following:

                           (1) if any Interest Period would otherwise end on a
                  day that is not a Business Day, such Interest Period shall be
                  extended to the next succeeding Business Day unless, in the
                  case of an Interest Period pertaining to a Eurodollar Loan,
                  the result of such extension would be to carry such Interest
                  Period into another calendar month in which event such
                  Interest Period shall end on the immediately preceding
                  Business Day; and

                           (2) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month.

         Notwithstanding anything to the contrary contained in this Agreement,
         no Interest Period shall be selected by Borrower which ends on a date
         after the Termination Date.

                  "INTEREST RATE DETERMINATION DATE": the date for calculating
         the Eurodollar Rate for an Interest Period, which date shall be the
         second Business Day prior to the first day of the related Interest
         Period for such Eurodollar Loan.

                  "INTEREST RATE PROTECTION AGREEMENT": any interest rate swap
         agreement, interest rate cap agreement or other financial agreement or
         arrangement designed to protect Borrower or any of its Subsidiaries
         against fluctuations in interest rates.

                  "INVESTMENT": as applied to any Person, any direct or indirect
         purchase or other acquisition by that Person of, or a beneficial
         interest in, stock or other securities of any other Person, or a
         capital contribution by that Person to any other Person or any direct
         or indirect loan or advance to any other Person or any purchase by that
         Person of all or a significant part of the assets of a business
         conducted by another Person or any purchase by that Person of a futures
         contract or such person otherwise becoming liable for the purchase or
         sale of currency or other commodity at a future date in the nature of a
         futures contract. The amount of any Investment by any Person shall be
         the original Investment (including the amount of any liability assumed
         to the extent that such liability would be reflected on a balance sheet
         prepared in accordance with GAAP) plus the cost of all additions,
         thereto, without any adjustments for increases or decreases in value,
         or write-ups, write-downs or write-offs with respect to such
         Investment.


<PAGE>


                  "INVITATION  FOR  COMPETITIVE  BIDS":  an  invitation  made
         by Borrower pursuant to subsection 2.3(c) in the form of
         EXHIBIT 2.3(c).

                  "IRS":  the United States Internal Revenue Service, or any
         successor or analogous organization.

                  "LENDERS":  as defined in the preamble.

                  "LENDING OFFICE": with respect to each Lender, the office
         specified opposite such Lender's name on SCHEDULE 9.3 annexed to and
         made a part of this Agreement with respect to each type of Loan, or
         such other office as such Lender may designate in writing from time to
         time to Borrower and Administrative Agent with respect thereto.

                  "LEVEL I STATUS":  exists at any date if the Borrower's  Most
         Recent Ratio of Consolidated Debt to Consolidated EBITDA was less than
         1.0 to 1.0.

                  "LEVEL II STATUS": exists at any date if the Borrower's Most
         Recent Ratio of Consolidated Debt to Consolidated EBITDA was less than
         1.5 to 1.0 but greater than or equal to 1.0 to 1.0.

                  "LEVEL III STATUS": exists at any date if the Borrower's Most
         Recent Ratio of Consolidated Debt to Consolidated EBITDA was less than
         2.0 to 1.0 but greater than or equal to 1.5 to 1.0.

                  "LEVEL IV STATUS":  exists at any date if the Borrower's Most
         Recent Ratio of Consolidated Debt to Consolidated EBITDA was greater
         than or equal to 2.0 to 1.0.

                  "LIEN": any judgment lien or execution, attachment, levy,
         distraint or similar legal process and any mortgage, pledge, security
         interest, encumbrance, lien, option, charge or deposit arrangement
         (other than a deposit in the ordinary course of business and not
         intended as security) of any kind (including, without limitation, any
         conditional sale or other title retention agreement or lease in the
         nature thereof, any sale of receivables with recourse (in whole or in
         part) against the seller or any other Person except the account
         debtors, any filing or agreement to file a financing statement as
         debtor under the UCC or any similar statute other than to reflect
         ownership by a third party of property leased to Borrower or any of its
         Subsidiaries under a lease which is not in the nature of a conditional
         sale or title retention agreement, or any subordination arrangement in
         favor of another Person).

                  "LOAN":  a  Competitive  Loan,  a  Revolving  Loan or a Swing
         Line Loan, as the context shall require; collectively, the "Loans."

                  "LOAN DOCUMENTS":  this Agreement,  the Notes, the Subsidiary
         Guarantee Agreement and any other instruments, documents and agreements
         referred to herein or therein or related hereto or thereto.

                  "LOAN  PARTY":  Borrower or any  Subsidiary  or  Affiliate
         thereof which is a party to any Loan Document.

                  "MAJORITY LENDERS":  at any time, Lenders whose Commitment
         Percentages represent at least 51%.


<PAGE>


                  "MARGIN": as to any Eurodollar Competitive Loan, the margin to
         be added to or subtracted from the Eurodollar Rate in order to
         determine the interest rate applicable to such Loan, as specified in
         the Competitive Bid relating to such Loan.

                  "MATERIAL ADVERSE EFFECT": a material adverse effect on (a)
         the business, condition (financial or otherwise), assets, liabilities,
         property or operations of Borrower and its Subsidiaries taken as a
         whole, (b) the ability of Borrower or any Subsidiary to perform its
         obligations under any Loan Document to which it is a party, or (c) the
         validity or enforceability of this Agreement, any Note, or the
         Subsidiary Guarantee Agreement or the rights or remedies of
         Administrative Agent and the Lenders hereunder or thereunder.

                  "MATERIAL ASSET DISPOSITION": any Asset Disposition of all or
         any substantial part of the assets of Borrower and its Subsidiaries,
         taken as a whole, to any Person (other than Borrower or any of its
         Subsidiaries). For purposes of this definition, any subsidiary or the
         assets of a business operation which, in each case, if separately
         counted would constitute a "significant subsidiary" within the meaning
         of Rule 1-02 of Regulation S-X promulgated by the United States
         Securities and Exchange Commission shall be deemed to constitute a
         "substantial part of the assets" of such Borrower and its Subsidiaries,
         taken as a whole.

                  "MATERIAL SUBSIDIARY": a Subsidiary, including its
         subsidiaries, which meets any of the following conditions:

                           (i) the Borrower's and its Subsidiaries' other
                  investments in and advances to the Subsidiary exceed 15
                  percent of the total assets of the Borrower and its
                  Subsidiaries as of the end of the most recently completed
                  fiscal year (for a proposed business combination to be
                  accounted for as a pooling of interests, this condition is
                  also met when the number of common shares exchanged or to be
                  exchanged by the Borrower exceeds 15 percent of its total
                  common shares outstanding at the date the combination is
                  initiated); or

                           (ii) the Borrower's and its other Subsidiaries'
                  proportionate share of the total assets (after intercompany
                  eliminations) of the subsidiary exceeds 15 percent of the
                  total assets of the Borrower and its Subsidiaries consolidated
                  as of the end of the most recently completed fiscal year; or

                           (iii) the Borrower's and its other Subsidiaries'
                  equity in the income from continuing operations before income
                  taxes, extraordinary items and cumulative effect of a change
                  in accounting principle of the Subsidiary exceeds 15 percent
                  of such income of the Borrower and its Subsidiaries
                  consolidated for the most recently completed fiscal year.

                  "MODIFICATION": as defined in subsection 9.1.

                  "MOODY'S": Moody's Investors Service, Inc. or any
         successor to the rating agency business thereof.


<PAGE>


                  "MOST RECENT RATIO OF CONSOLIDATED DEBT TO CONSOLIDATED
EBITDA": at any date, the ratio of Consolidated Debt as of the end of the most
recently ended fiscal quarter of Borrower for which financial statements have
been delivered pursuant to subsection 5.1 (after giving effect to all payments
made on such date) to Consolidated EBITDA for the period of four consecutive
fiscal quarters ending on the last day of the most recently ended fiscal quarter
of Borrower for which financial statements have been delivered pursuant to
subsection 5.1; PROVIDED, HOWEVER, that on the date of any Purchase (including
the Permitted Acquisition), the "Most Recent Ratio of Consolidated Debt to
Consolidated EBITDA" shall be recalculated effective until the date of delivery
of the next quarterly financial statements as the ratio of Consolidated Debt as
of the date of any such Purchase (and after giving effect to any Indebtedness
incurred or assumed in connection therewith) to Consolidated EBITDA for the four
fiscal quarter period ending as of the most recently ended fiscal quarter for
which financial statements have been delivered pursuant to subsection 5.1
(calculated on a PRO FORMA basis as set forth in the definition of Consolidated
EBITDA after giving effect to the Purchase); PROVIDED, FURTHER, HOWEVER, that if
Borrower fails to deliver such financial statements as required by Article V and
further fails to remedy such default within five days of notice thereof from
Administrative Agent, then, without prejudice to any other rights of any Lender
hereunder, the Most Recent Ratio of Consolidated Debt to Consolidated EBITDA"
shall be deemed to be greater than 2.0 to 1.0 as of the date such financial
statements were required to be delivered under subsection 5.1.

                  "MULTIEMPLOYER PLAN": any plan described in Section 4001(a)(3)
         of ERISA to which contributions are or, within the immediately
         preceding six years, have been made or required by Borrower or any of
         its Subsidiaries or ERISA Affiliates.

                  "NET PROCEEDS": means the aggregate cash proceeds received
         from any Asset Disposition or issuance of Capital Stock or debt
         securities (including, without limitation, cash received by way of
         deferred payment pursuant to a note receivable, conversion of non-cash
         consideration, cash payments in respect of purchase price adjustments
         or otherwise, but only as and when such cash is received) by Borrower
         or any Subsidiary minus the reasonable costs and expenses incurred in
         connection therewith and any provision for taxes in respect thereof
         made in accordance with GAAP.

                  "NON-CONVERTIBLE CAPITAL STOCK": with respect to any
         corporation, any non-convertible Capital Stock of such corporation and
         any Capital Stock of such corporation convertible solely into
         non-convertible common stock of such corporation; PROVIDED, HOWEVER,
         that Non-Convertible Capital Stock shall not include any Redeemable
         Stock or Exchangeable Stock.

                  "NOTES": means, respectively (i) individually, each Revolving
         Note, Swing Line Note or Competitive Bid Note and (ii) collectively,
         all such promissory notes.

                  "OBLIGATIONS": all Loans and other Indebtedness, advances,
         debts, liabilities, obligations, covenants and duties owing by any Loan
         Party to any Lender, any Agent or any other Person required to be
         indemnified under any Loan Document, of any kind or nature, present or
         future, whether or not evidenced by any note, guaranty or other
         instrument, arising under this Agreement or under any other Loan
         Document, whether or not for the payment of money, whether arising by
         reason of an extension of credit, loan, guaranty, indemnification or in
         any other manner, whether direct or indirect (including


<PAGE>


         those acquired by assignment), absolute or contingent, due or to become
         due, now existing or hereafter arising and however acquired.

                  "OECD":  the Organization for Economic Cooperation and
         Development.

                  "PAYMENT OFFICE": the address for such payments for such Loans
         set forth on SCHEDULE 9.3 hereto in relation to Administrative Agent,
         or such other address as Administrative Agent may from time to time
         specify in accordance with subsection 9.3.

                  "PBGC":  the Pension  Benefit  Guaranty  Corporation  created
         by Section 4002(a) of ERISA or any successor thereto.

                  "PERMITTED  ACQUISITION":  the Acquisition,  provided that the
         Acquisition Documents shall be in form and substance reasonably
         satisfactory to Administrative Agent, as evidenced by its written
         approval thereof.

                  "PERMITTED ENVIRONMENTAL GUARANTEE OBLIGATIONS": obligations
         of Borrower with respect to letters of credit or other similar
         instruments issued in support of liabilities under Environmental Laws
         up to an aggregate face amount at any one time outstanding of
         $10,000,000.

                  "PERMITTED INVESTMENTS":

                           (i) any evidence of Indebtedness, maturing not more
                  than two (2) years after the date of acquisition thereof,
                  issued by the U.S., or an instrumentality or agency thereof
                  and guaranteed fully as to principal, interest and premium, if
                  any, by the U.S.;

                           (ii) any certificate of deposit that is denominated
                  in Dollars, maturing not more than six (6) months after the
                  date of purchase, issued by a Lender or a commercial banking
                  institution which is a member of the Federal Reserve System
                  and which has a combined capital and surplus and undivided
                  profits of not less than $200,000,000;

                           (iii) commercial paper, maturing not more than ninety
                  (90) days after the date of acquisition, issued by a
                  corporation organized and existing under the laws of any State
                  of the U.S. or the District of Columbia or Canada, which is
                  denominated in Dollars, with a rating, at any date of
                  determination, of "Prime-2" (or better) according to Moody's,
                  or "A-2" (or better) according to S & P;

                           (iv) Intercompany Indebtedness to the extent
                  permitted by subsection 6.2(a);

                            (v) Investments made solely as a result of
                  mergers, acquisitions or consolidations permitted under
                  subsection 6.5;

                           (vi) any purchase of all or a significant part of the
                  assets of a business conducted by another Person which as a
                  result of such Investment becomes a Domestic Wholly-Owned
                  Subsidiary of Borrower or, except as permitted under
                  subsection 6.5, or any merger, consolidation or amalgamation
                  with any other Person (any such purchase, Investment or merger
                  a "Purchase"); PROVIDED,

<PAGE>

                  HOWEVER, that such a Purchase shall not be permitted
                  unless, (i) after giving effect thereto on a PRO FORMA
                  basis for the period (the "Pro Forma Period") of four
                  fiscal quarters ending with the fiscal quarter for which
                  financial statements have most recently been delivered (or
                  were required to be delivered) under subsection 5.1 (on the
                  basis that (A) Indebtedness incurred or assumed in
                  connection with such Purchase was incurred or assumed at
                  the beginning of the Pro Forma Period, (B) if such
                  Indebtedness bears interest at a floating rate, interest
                  expense for the Pro Forma Period shall be calculated at the
                  rate in effect on the date of such Purchase, and (C) all
                  income and expenses associated with the assets or entity
                  acquired in connection with such Purchase for the most
                  recently ended four fiscal quarter period for which such
                  income and expense amounts are available (with good faith
                  estimates thereof being permitted if financial statements
                  indicating such amounts are not available) shall be treated
                  as being earned or incurred by Borrower over the Pro Forma
                  Period on a PRO FORMA basis), no Event of Default or
                  Unmatured Event of Default would exist hereunder; (ii)
                  Borrower and its Subsidiaries have complied with the
                  requirement of subsection 5.1 hereof with respect to any
                  required execution of the Subsidiary Guarantee Agreement;
                  and (iii) such Purchase has been approved by the board of
                  directors of the Person to be acquired;

                            (vii) loans or advances to employees made in the
                  ordinary course of business;

                           (viii) Investments in overnight Nassau time deposits
                  and Eurodollar deposits in branches or offices of banking
                  institutions described in clause (ii) of this definition of
                  the term "Permitted Investments";

                             (ix) Investments in Subsidiaries;

                              (x) Investments in an aggregate amount at any time
                  not to exceed $15,000,000 in any evidence of Indebtedness the
                  interest on which is exempt from federal income taxation under
                  the Code, of issuers with long-term debt ratings, at any date
                  of determination, of "A2" (or better) according to Moody's or
                  "A" (or better) according to S&P and/or auction rate preferred
                  stock issued by a corporation or association organized and
                  existing under the laws of any State of the U.S. or the
                  District of Columbia, with a long-term debt rating, at any
                  date of determination, of "A2" (or better) according to
                  Moody's or "A" (or better) according to S&P;

                             (xi) the Permitted Acquisition; and

                            (xii) Investments not otherwise permitted hereunder
                  not to exceed $20,000,000 in the aggregate outstanding at any
                  time.

                  "PERMITTED LIENS":  The following Liens:

                           (i) Liens for property taxes and assessments or
                  governmental charges or levies and Liens securing claims or
                  demands of mechanics and materialmen; PROVIDED, HOWEVER,
                  payment thereof is not later than the time required by
                  subsection 5.5;


<PAGE>


                           (ii) Liens in an aggregate amount not to exceed
                  $35,000,000 at any time of or resulting from any judgment or
                  award, the time for the appeal or petition for rehearing of
                  which shall not have expired, or in respect of which Borrower
                  or a Subsidiary of Borrower shall at any time in good faith be
                  prosecuting an appeal or proceeding for a review and in
                  respect of which a stay of execution pending such appeal or
                  proceeding for review shall have been secured;

                           (iii) Liens incidental to the conduct of business or
                  the ownership of properties and assets (including Liens in
                  connection with worker's compensation, unemployment insurance
                  and other like laws, warehousemen's and attorneys' liens and
                  statutory landlords' liens) and Liens to secure the
                  performance of bids, tenders or trade contracts, or to secure
                  statutory obligations, surety or appeal bonds or other Liens
                  of like general nature incurred in the ordinary course of
                  business and not in connection with the borrowing of money;
                  PROVIDED, HOWEVER, in each case, the obligation secured is not
                  overdue or, if overdue, is being contested in good faith by
                  appropriate actions or proceedings;

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

                            (v) Liens securing Indebtedness of a Subsidiary
                  of Borrower to Borrower or to another Subsidiary of
                  Borrower;

                           (vi) Liens existing as of the Closing Date and
                  reflected on SCHEDULE 6.4 hereto and Liens incurred in
                  connection with the refinancing of Indebtedness secured
                  thereby so long as no such Lien extends to any property not
                  subject thereto as of the Closing Date (other than
                  improvements thereto or, if required by the terms of the
                  document or instrument creating or governing such Lien as in
                  effect on the Closing Date, additions thereto and replacements
                  and substitutions therefor);

                           (vii) customary rights of setoff, revocation, refund
                  or chargeback under deposit agreements or under the UCC of
                  banks or other financial institutions where Borrower or its
                  Subsidiaries maintain deposits in the ordinary course of
                  business; and

                           (viii) Liens not described in clauses (i) through
                  (vii); PROVIDED, HOWEVER, that the aggregate amount of
                  Indebtedness secured by Liens permitted under this clause
                  (viii), when added (without duplication) to (A) the aggregate
                  amount of Indebtedness then outstanding and permitted under
                  subsection 6.2(d), (B) the amount of Guarantee Obligations
                  outstanding and permitted under subsection 6.3(g), and (C) the
                  aggregate amount of all Attributable Debt of Borrower and its
                  Subsidiaries then outstanding, shall not exceed 15% of
                  Consolidated Net Tangible Assets.


<PAGE>


                  "PERSON": an individual or a corporation, limited liability
         company, partnership, trust, incorporated or unincorporated
         association, joint venture, joint stock company, government (or an
         agency or political subdivision thereof) or other entity of any kind
         provided; references to Persons include their respective permitted
         successors and assigns or, in the case of governmental Persons, Persons
         succeeding to the relevant functions of such persons; and all
         references to statutes and related regulations shall include any
         amendments of same and any successor statutes and regulations.

                  "PLAN": any plan described in Section 4021(a) of ERISA and not
         excluded pursuant to Section 4021(b) thereof, which may hereafter be or
         has been established or maintained, within the immediately preceding
         six years, or to which contributions are or, within the immediately
         preceding six years, have been made, by Borrower or any of its
         Subsidiaries or ERISA Affiliates, but not including any Multiemployer
         Plan.

                  "PLAN  ADMINISTRATOR":  has the meaning assigned to the term
         "administrator" in Section 3(16)(A) of ERISA.

                  "PLAN  SPONSOR":  has the  meaning  assigned to the term "plan
         sponsor" in Section 3(16)(B) of ERISA.

                  "PRIME LENDING RATE": the rate which BT announces from time to
         time as its prime lending rate, base rate or equivalent, as in effect
         from time to time. The Prime Lending Rate is a reference rate and does
         not necessarily represent the lowest or best rate actually charged to
         any customer. Any Lender may make commercial loans or other loans at
         rates of interest at, above or below the Prime Lending Rate. The Prime
         Lending Rate shall change automatically and without notice from time to
         time as and when BT changes its prime lending rates, base rates or
         equivalent.

                  "PURCHASE": as defined in clause (vi) of the definition of
         Permitted Investments.

                  "REDEEMABLE STOCK": any Capital Stock that by its terms or
         otherwise is required to be redeemed on or prior to the first
         anniversary of the Termination Date (as the same may be extended
         pursuant to the terms hereof) or is redeemable at the option of the
         holder thereof at any time on or prior to the first anniversary of such
         Termination Date.

                  "REFUNDED SWING LINE LOANS": as defined in subsection 2.2(d).

                  "REGISTER":  as defined in subsection 9.9(c).

                  "REGULATION D", "REGULATION G", "REGULATION T", "REGULATION U"
         and "REGULATION X": respectively, Regulation D, G, T, U and X of the
         Board as from time to time in effect and any successor to all or a
         portion of any thereof.

                  "RELEASE": any release, spill, emission, leaking, pumping,
         pouring, emptying, dumping, injection, deposit, disposal, discharge,
         dispersal, escape, leaching or migration in violation of any
         Environmental Law into the indoor or outdoor environment or into or out
         of any property of Borrower or its Subsidiaries, or at any other
         location, including any location to which Borrower or any Subsidiary
         has transported or arranged for the transportation of any Contaminant,
         including the movement of Contaminants through or in the air, soil,
         surface water, groundwater or property of Borrower or its Subsidiaries
         or

<PAGE>

         at any other location, including any location to which Borrower or
         any Subsidiary has transported or arranged for the transportation of
         any Contaminant.

                  "REMEDIAL ACTION": actions required to (i) clean up, remove,
         treat or in any other way address Contaminants in the indoor or outdoor
         environment, (ii) prevent or minimize the Release or threat of Release
         of Contaminants so they do not migrate or endanger or threaten to
         endanger public health or welfare or the indoor or outdoor environment;
         or (iii) perform pre-remedial or post-remedial studies and
         investigations and post-remedial monitoring and care or any other
         studies, reports or investigations relating to Contaminants.

                  "REPORTABLE EVENT": a "reportable event" described in Section
         4043(b) of ERISA or in the regulations thereunder or receipt of a
         notice of withdrawal liability with respect to a Multiemployer Plan
         pursuant to Section 4202 of ERISA.

                  "REQUIREMENT OF LAW": as to any Person, any law (including
         common law), treaty, rule or regulation or determination of an
         arbitrator or a court or other Governmental Authority, including
         without limitation, any Environmental Law, in each case applicable to
         or binding upon such Person or any of its property or to which such
         Person or any of its property is subject.

                  "REVOLVING COMMITMENT": as to any Lender, the obligation of
         such Lender to (a) make Revolving Loans to Borrower, and (b)
         participate in Swing Line Loans made to Borrower, in an aggregate
         principal and/or Stated Amount at any one time outstanding not to
         exceed the amount set forth opposite such Lender's name on SCHEDULE 1.1
         under the heading "Revolving Commitment", as such amount may be reduced
         from time to time in accordance with the terms hereof; collectively, as
         to all Lenders, the "REVOLVING COMMITMENTS".

                  "REVOLVING LOANS":  as defined in subsection 2.1(a).

                  "REVOLVING NOTE": as defined in subsection 2.1(c).

                  "SALE AND LEASEBACK TRANSACTION": any arrangement, directly or
         indirectly, with any Person whereby a seller or transferor shall sell
         or otherwise transfer any real or personal property and then or
         thereafter lease, or repurchase under an extended purchase contract,
         conditional sales or other title retention agreement, the same or
         similar property.

                  "S&P":  Standard & Poor's  Ratings  Services,  a division of
         the McGraw Hill Companies, Inc. or any successor to the rating agency
         business thereof.

                  "STATUS":  as to Borrower,  the  existence of Level I Status,
         Level II Status, Level III Status or Level IV Status, as the case may
         be.

                  "SUBSIDIARY": as to any Person, any corporation of which at
         least a majority of the outstanding stock having by the terms thereof
         ordinary voting power to elect a majority of

<PAGE>

         the board of directors of such corporation (irrespective of whether
         or not at the time stock of any other class or classes of such
         corporation shall have or might have voting power by reason of the
         happening of any contingency) is at the time owned by such Person,
         or by one or more Subsidiaries, or by such Person and one or more
         Subsidiaries. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of Borrower.

                  "SUBSIDIARY GUARANTEE AGREEMENT": the Subsidiary Guarantee
         Agreement in substantially the form of EXHIBIT 1.1 hereto, dated as of
         the date hereof, made by the Subsidiary Guarantors in favor of the
         beneficiaries named therein, as the same may be amended, supplemented
         or otherwise modified from time to time in accordance with its terms
         and the terms hereof.

                  "SUBSIDIARY GUARANTOR": individually, each of the Subsidiaries
         of Borrower identified on SCHEDULE 3.5 as a Material Subsidiary
         signatory to the Subsidiary Guarantee Agreement and such other Material
         Subsidiaries from time to time party to such Agreement and
         collectively, all of such Material Subsidiaries.

                  "SWING LINE COMMITMENT": of the Swing Line Lender at any date,
         the obligation of the Swing Line Lender to make Swing Line Loans
         pursuant to subsection 2.2 in the amount referred to therein.

                  "SWING LINE LENDER": BT.

                  "SWING LINE LOANS": as defined in subsection 2.2(a).

                  "SWING LINE LOAN PARTICIPATION CERTIFICATE": a certificate,
         substantially in the form of EXHIBIT 2.2(e).

                  "SWING LINE NOTE": as defined in subsection 2.2(b).

                  "TAXES": any present or future taxes, levies, imposts, duties
         or other charges of whatever nature imposed by any government or any
         political subdivision or taxing authority thereof, other than any tax
         on, or measured by, the net income of any applicable Lender pursuant to
         the income tax laws of the U.S. or the jurisdictions where such
         Lender's principal or Lending Offices are located.

                  "TERMINATION DATE":  the earlier to occur of

                           (a) June 11, 2002, subject to any extension
                  pursuant to subsection 2.5 hereof; and

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

                  "TERMINATION EVENT" means (i) a Reportable Event (other than a
         Reportable Event not subject to the provisions for 30-day notice to the
         PBGC under such regulations), or (ii) the withdrawal of Borrower or any
         of its ERISA Affiliates from a Plan during a plan year in which it was
         a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or
         (iii) the filing of a notice of intent to terminate a Plan in a
         distress termination under Section 4041 of ERISA, or (iv) the
         institution of proceedings to


<PAGE>

         terminate a Plan by the PBGC, or (v) any other event or condition
         which might constitute grounds under Section 4042 of ERISA for the
         involuntary termination of, or the appointment of a trustee to
         administer, any Plan, or (vi) the imposition of liability of
         Borrower or any of its ERISA Affiliates pursuant to Sections 4064 or
         4069 of ERISA, which, in the case of any event described in clauses
         (i) through (vi) above, would cause the sum of Borrower's and its
         ERISA Affiliates' liabilities (after giving effect to the tax
         consequences thereof) resulting from or otherwise associated with
         such event to exceed $10,000,000.

                  "TRANSACTION":  shall mean and include  each of the
         Borrowings occurring on the Closing Date, the Existing Credit Facility
         Refinancing, and the payment of fees and expenses in connection with
         the foregoing.

                  "TYPE":  as to any Loan,  its  nature as a Base Rate  Loan or
         a Eurodollar Loan, and as to any Competitive Loan, its nature as a
         Eurodollar Competitive Loan or a Fixed Rate Competitive Loan.

                  "UNMATURED EVENT OF DEFAULT": an event, act, condition or
         occurrence which with the giving of notice or the lapse of time (or
         both) would become an Event of Default.

                  "U.S.":  the United  States of America,  its  territories,
         its possessions and all other areas subject to its jurisdiction.

                  "VOTING SECURITIES": any class of Capital Stock of a Person
         pursuant to which the holders thereof have, at the time of
         determination, the general voting power under ordinary circumstances to
         vote for the election of directors, managers, trustees or general
         partners of such Person (irrespective of whether or not at the time any
         other class or classes will have or might have voting power by reason
         of the happening of any contingency).

                  "WHOLLY-OWNED SUBSIDIARY": with respect to any Person, any
         Subsidiary of such Person, all of the outstanding shares of capital
         stock of which (other than qualifying shares required to be owned by
         directors) are at the time owned directly or indirectly by such Person
         and/or one or more Wholly-Owned Subsidiaries of such Person.

                  "WITHDRAWAL LIABILITY": liability to a Multiemployer Plan as a
         result of a complete or partial withdrawal from such Multiemployer
         Plan, as such terms are defined in Part I of Subtitle E of Title IV of
         ERISA.

                  "WRITTEN" or "IN WRITING":  any form of written  communication
         or a communication by means of a telecopier device or authenticated
         telex, telegraph or cable.

                  1.2 ACCOUNTING TERMS, FINANCIAL STATEMENTS. All accounting
terms used herein shall have the respective meanings given to them in accordance
with GAAP, unless otherwise provided herein. All computations and determinations
for purposes of determining compliance with the financial requirements of this
Agreement shall be made in accordance with GAAP, unless otherwise provided
herein.

                  1.3 OTHER DEFINITIONAL TERMS. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a


<PAGE>

whole and not to any particular provision of this Agreement, and Article,
Section, Recital, Schedule, Exhibit and like references are to this Agreement
unless otherwise specified.

                                  ARTICLE II

                           AMOUNT AND TERMS OF CREDIT

                  2.1 REVOLVING CREDIT BORROWINGS.

                  (a) REVOLVING COMMITMENTS. Subject to the terms and conditions
hereof, each Lender having a Revolving Commitment hereunder severally agrees to
make revolving loans in Dollars ("Revolving Loans") to Borrower from time to
time during the Commitment Period in an aggregate principal amount at any one
time outstanding which, when added to such Lender's Commitment Percentage of the
Swing Line Loans to be outstanding immediately after giving effect to the use of
proceeds of such Revolving Loans, does not exceed the amount of such Lender's
Revolving Commitment. During the Commitment Period, Borrower may use the
Revolving Commitments by borrowing, repaying and, to the extent permitted,
prepaying the Revolving Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof. Notwithstanding anything to the
contrary contained in this Agreement, in no event (after giving effect to the
use of proceeds of any Borrowing) shall (i) any Lender's Commitment Percentage
of a Borrowing of Revolving Loans exceed such Lender's Available Revolving
Commitment at the time of such Borrowing or (ii) the aggregate amount of
Revolving Loans, Competitive Loans and Swing Line Loans at any one time
outstanding exceed the aggregate Revolving Commitments of all Lenders then in
effect.

                  (b) REVOLVING LOANS. The Revolving Loans may from time to time
be (i) Eurodollar Revolving Loans, (ii) Base Rate Loans, or (iii) a combination
thereof, as determined by Borrower and notified to Administrative Agent in
accordance with subsections 2.1(c) and 2.12; PROVIDED, HOWEVER, that no
Revolving Loan shall be made as a Eurodollar Revolving Loan after the day that
is one month prior to the Termination Date and that no Revolving Loan maintained
as a Eurodollar Revolving Loan may be incurred prior to the earlier of (1) the
30th day after the Closing Date or (2) that date upon which the Syndication
Agent determines in its sole discretion (and notifies Borrower) that the primary
syndication has been completed, (the "SYNDICATION DATE").

                  (c) REVOLVING NOTES. The Revolving Loans made by each Lender
shall be evidenced by a promissory note of Borrower, substantially in the form
of EXHIBIT 2.1(c), with appropriate insertions as to payee, date and principal
amount (a "Revolving Note"), payable to the order of such Lender and in a
principal amount equal to the lesser of (i) the amount of the initial Revolving
Commitment of such Lender and (ii) the aggregate unpaid principal amount of all
Revolving Loans made by such Lender. Each Lender is hereby authorized to record
the date, Type and amount of each Revolving Loan made by such Lender, each
continuation thereof, each conversion of all or a portion thereof to another
Type, the date and amount of each payment or prepayment of principal thereof
and, in the case of Eurodollar Revolving Loans, the length of each Interest
Period with respect thereto, on the schedule annexed to and constituting a part
of its Revolving Note (or otherwise on the records of such Lender), and any such
recordation shall (in the absence of manifest error) constitute prima facie
evidence of the accuracy of the information so recorded; PROVIDED, HOWEVER, that
the failure of a Lender to make any such recordation on its


<PAGE>


Revolving Note shall not affect the obligations of Borrower thereunder or
under this Agreement. Each Revolving Note shall (x) be dated the date hereof,
(y) be stated to mature on the Termination Date and (z) provide for the
payment of interest in accordance with subsection 2.9.

                  (d) PROCEDURE FOR REVOLVING CREDIT BORROWING. Borrower may
borrow Revolving Loans under the Revolving Commitments during the Commitment
Period on any Business Day; PROVIDED, HOWEVER, that Borrower shall give
Administrative Agent irrevocable notice (which notice must be received by
Administrative Agent (a) prior to 12:00 Noon, New York City time, three
Business Days prior to the requested borrowing date, if all or any part of
the requested Revolving Loans are to be Eurodollar Revolving Loans, or (b)
prior to 10:00 A.M., New York City time, on the requested borrowing date with
respect to Base Rate Borrowings), specifying (i) the amount to be borrowed,
(ii) the requested borrowing date, (iii) whether the Borrowing is to be of
Eurodollar Revolving Loans, Base Rate Loans, or a combination thereof and
(iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of
the initial Interest Periods therefor (such notice to be promptly confirmed
in writing if given telephonically). Each Borrowing under the Revolving
Commitments shall be in an amount equal to (x) in the case of Base Rate
Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
the then aggregate Available Revolving Commitments are less than $5,000,000,
such lesser amount) and (y) in the case of Eurodollar Revolving Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; PROVIDED,
HOWEVER, that any Borrowing of Revolving Loans to be used solely to pay the
aggregate amount of Swing Line Loans then outstanding may be in the aggregate
principal amount of such Swing Line Loans. Upon receipt of any such notice
from Borrower, Administrative Agent shall promptly notify each Lender
thereof. More than one Borrowing may be incurred on any date. At no time
shall there be outstanding more than five (5) Borrowings of Eurodollar
Revolving Loans. Each Lender will make the amount of its Commitment
Percentage of each Borrowing available to Administrative Agent for the
account of Borrower at the office of Administrative Agent specified in
SCHEDULE 9.3 prior to 12:00 Noon, New York City time, on the borrowing date
requested in accordance with the provisions of this subsection 2.1(d) by
Borrower in funds immediately available to Administrative Agent. Such
Borrowing will then be made available to Borrower by Administrative Agent's
crediting the account of Borrower on the books of such office with the
aggregate of the amounts made available to Administrative Agent by the
Lenders and in like funds as received by Administrative Agent.

                  2.2 SWING LINE BORROWINGS.

                  (a) SWING LINE COMMITMENT. Subject to the terms and conditions
hereof, the Swing Line Lender in its individual capacity agrees to make swing
line loans in Dollars ("SWING LINE LOANS") to Borrower on any Business Day from
time to time during the Commitment Period in an aggregate principal amount at
any one time outstanding not to exceed $10,000,000; PROVIDED, HOWEVER, that in
no event may the amount of any Borrowing of Swing Line Loans (i) exceed the
aggregate Available Revolving Commitments of all Lenders immediately prior to
such Borrowing (after giving effect to the use of proceeds thereof) or (ii)
cause the outstanding Revolving Loans of any Lender, when added to such Lender's
Commitment Percentage of the then outstanding Swing Line Loans (after giving
effect to the use of proceeds of such Swing Line Loans) to exceed such Lender's
Revolving Commitment. Amounts borrowed by Borrower under this subsection 2.2 may
be repaid and, to but excluding the Termination Date, reborrowed.


<PAGE>

                  (b) SWING LINE NOTE. The Swing Line Loans shall be
evidenced by a promissory note of Borrower substantially in the form of
EXHIBIT 2.2(b), with appropriate insertions (the "SWING LINE NOTE"), payable
to the order of the Swing Line Lender and representing the obligation of
Borrower to pay the aggregate unpaid principal amount of the Swing Line
Loans, with interest thereon as prescribed in subsection 2.9(a). The Swing
Line Lender is hereby authorized to record the borrowing date, the amount of
each Swing Line Loan and the date and amount of each payment or prepayment of
principal thereof, on the schedule annexed to and constituting a part of the
Swing Line Note (or otherwise on the records of the Swing Line Lender) and,
in the absence of manifest error, any such recordation shall constitute PRIMA
FACIE evidence of the accuracy of the information so recorded; PROVIDED,
HOWEVER, that the failure of the Swing Line Lender to make such recordation
(or any error in such recordation) shall not affect the obligations of
Borrower hereunder or under the Swing Line Note. The Swing Line Note shall
(a) be dated the date hereof, (b) be stated to mature on the Termination Date
and (c) bear interest for the period from the Closing Date on the unpaid
principal amount thereof from time to time outstanding at the applicable
interest rate per annum determined as provided in, and payable as specified
in, subsection 2.9(a).

                  (c) PROCEDURE FOR SWING LINE BORROWING. The Swing Line Loans
shall be made and maintained as Base Rate Loans and, notwithstanding subsection
2.12, shall not be entitled to be converted into any other Type of Loan.
Borrower shall give the Swing Line Lender irrevocable notice (which notice must
be received by the Swing Line Lender prior to 12:00 Noon, New York City time),
on the requested borrowing date (which shall be a Business Day) specifying the
amount of each requested Swing Line Loan, which shall be in a minimum amount of
$1,000,000 or a multiple thereof. Upon receipt of any such notice from Borrower,
Administrative Agent shall promptly notify the Swing Line Lender thereof (such
notice to be promptly confirmed in writing if given telephonically). The
proceeds of each Swing Line Loan will then be made available to Borrower by the
Swing Line Lender by crediting the account of Borrower on the books of the
office of the Swing Line Lender specified in SCHEDULE 9.3 with such proceeds.

                  (d) REFUNDING OF SWING LINE LOANS. The Swing Line Lender, at
any time in its sole and absolute discretion, may on behalf of Borrower (which
hereby irrevocably directs the Swing Line Lender to so act on its behalf)
request each Lender (including the Swing Line Lender) to make a Revolving Loan
in an amount equal to such Lender's Commitment Percentage of the principal
amount of the Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on
the date such notice is given; PROVIDED, HOWEVER, that such notice shall be
deemed to have automatically been given upon the occurrence of an Event of
Default under subsection 7.1(g) or 7.1(h). Unless an Event of Default under
subsections 7.1(g) or 7.1(h) shall have occurred (in which event the procedures
of paragraph (e) of this subsection 2.2 shall apply) and regardless of whether
the conditions precedent set forth in this Agreement to the making of a
Revolving Loan are then satisfied, each Lender shall make the proceeds of its
Revolving Loan available to the Swing Line Lender at its office specified in
SCHEDULE 9.3 prior to 11:00 A.M., New York City time, in funds immediately
available on the Business Day next succeeding the date such notice is given. The
proceeds of such Revolving Loans shall be immediately applied to repay the
Refunded Swing Line Loans.


<PAGE>

                  (e) PARTICIPATION IN SWING LINE LOANS. If, prior to the making
of a Revolving Loan pursuant to paragraph (d) of this subsection 2.2, an Event
of Default under subsections 7.1(g) or 7.1(h) shall have occurred or if for any
other reason a Revolving Loan cannot be made pursuant to subsection 2.2(d),
then, subject to the provisions of subparagraph 2.2(f) below, each Lender will,
on the date such Revolving Loan was to have been made, purchase (without
recourse or warranty) from the Swing Line Lender an undivided participating
interest in the Refunded Swing Line Loan in an amount equal to its Commitment
Percentage of such Refunded Swing Line Loan. Upon request, each Lender will
immediately transfer to the Swing Line Lender, in immediately available funds,
the amount of its participation and upon receipt thereof the Swing Line Lender
will deliver to such Lender a Swing Line Loan Participation Certificate dated
the date of receipt of such funds and in such amount.

                  (f) LENDERS' OBLIGATIONS UNCONDITIONAL. Each Lender's
obligation to make Revolving Loans in accordance with clause (d) and to purchase
participating interests in accordance with clause (e) above shall be absolute
and unconditional and shall not be affected by any circumstance, including,
without limitation, (i) any set-off, counterclaim, recoupment, defense or other
right which such Lender may have against the Swing Line Lender, Borrower or any
other Person for any reason whatsoever; (ii) the occurrence or continuance of
any Event of Default or Unmatured Event of Default; (iii) any adverse change in
the condition (financial or otherwise) of Borrower or any other Person; (iv) any
breach of this Agreement by Borrower or any other Person; (v) any inability of
Borrower to satisfy the conditions precedent to borrowing set forth in this
Agreement on the date upon which such participating interest is to be purchased
or (vi) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. If any Lender does not make available to the
Swing Line Lender the amount required pursuant to clause (d) or (e) above, as
the case may be, the Swing Line Lender shall be entitled to recover such amount
on demand from such Lender, together with interest thereon for each day from the
date of non-payment until such amount is paid in full at the Federal Funds
Effective Rate for the first two Business Days and at the Base Rate thereafter.
Notwithstanding the foregoing provisions of this subsection 2.2(f), no Lender
shall be required to make a Revolving Loan to Borrower for the purpose of
refunding a Swing Line Loan pursuant to clause (d) above or to purchase a
participating interest in a Swing Line Loan pursuant to clause (e) above if an
Event of Default or Unmatured Event of Default has occurred and is continuing
and, prior to the making by the Swing Line Lender of such Swing Line Loan, the
Swing Line Lender has received written notice from such Lender specifying that
such Event of Default or Unmatured Event of Default has occurred and is
continuing, describing the nature thereof and stating that, as a result thereof,
such Lender shall cease to make such Refunded Swing Line Loans and purchase such
participating interests, as the case may be; PROVIDED, HOWEVER, that the
obligation of such Lender to make such Refunded Swing Line Loans and to purchase
such participating interests shall be reinstated upon the earlier to occur of
(i) the date upon which such Lender notifies the Swing Line Lender that its
prior notice has been withdrawn and (ii) the date upon which the Event of
Default or Unmatured Event of Default specified in such notice no longer is
continuing in accordance with the terms hereof.

                  2.3 COMPETITIVE BORROWINGS.

                  (a) THE COMPETITIVE BID OPTION. In addition to the Revolving
Loans which may be made available pursuant to subsection 2.1, Borrower may, as
set forth in this subsection

<PAGE>


2.3, request the Competitive Bid Lenders to make offers to make Competitive
Loans in Dollars to Borrower during the Commitment Period; PROVIDED, HOWEVER,
that at no time shall the aggregate amount of Competitive Loans exceed
$100,000,000; PROVIDED, FURTHER, that at no time shall the aggregate amount
of Revolving Loans, Swing Line Loans and Competitive Loans exceed the
aggregate Revolving Commitments then in effect of all the Lenders. The
Lenders may, but shall have no obligation to, make such offers, and Borrower
may, but shall have no obligation to, accept any such offers in the manner
set forth in this subsection 2.3. Upon the request of any Competitive Bid
Lender, Borrower shall execute and deliver a promissory note with respect to
Competitive Bid Loans to be made by such Lender, substantially in the form of
EXHIBIT 2.3(a) with appropriate insertions as to payee and date (a
"Competitive Bid Note") payable to the order of such Lender and in a
principal amount equal to the aggregate unpaid principal amount of all
Competitive Loans, if any, made by such Lender.

                  (b) COMPETITIVE BID REQUEST. When Borrower wishes to request
offers to make Competitive Loans under this subsection 2.3, it shall transmit to
Administrative Agent a Competitive Bid Request to be received no later than
12:00 Noon (New York City time) on (x) the fourth Business Day prior to the
requested date of borrowing in the case of a Borrowing of Eurodollar Competitive
Loans or (y) the second Business Day prior to the requested date of borrowing in
the case of a Borrowing of Fixed Rate Competitive Loans, specifying:

                  (i)  the proposed date of Borrowing, which shall be a
         Business Day,

                 (ii)  the aggregate principal amount of such Borrowing, which
         shall be $20,000,000 or a multiple of $5,000,000 in excess thereof,

                (iii)  whether the Borrowing then being requested is to be of
         Eurodollar Competitive Loans or Fixed Rate Competitive Loans or some
         combination thereof, and

                 (iv)  the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period
         contained in subsection 1.1.

A Competitive Bid Request that does not conform substantially to the format of
EXHIBIT 2.3(b) may be rejected by Administrative Agent in its sole discretion,
and Administrative Agent shall promptly notify Borrower of such rejection.
Borrower may request offers to make Competitive Loans for more than one Interest
Period in a single Competitive Bid Request. No Competitive Bid Request shall be
given within three Business Days of any other Competitive Bid Request.

                  (c) INVITATION FOR COMPETITIVE BIDS. Promptly after its
receipt of a Competitive Bid Request (but, in any event, no later than 3:00 P.M.
(New York City time), on the date of Administrative Agent's receipt of such
Competitive Bid Request, conforming to the requirements of paragraph (b) above,
Administrative Agent shall send to each of the Competitive Bid Lenders an
Invitation for Competitive Bids which shall constitute an invitation by Borrower
to each such Lender to bid, on the terms and conditions of this Agreement to
make Competitive Loans pursuant to the Competitive Bid Request; PROVIDED,
HOWEVER, that unless such


<PAGE>


Competitive Bid Lender or any Affiliate of such Lender has Revolving Loans or
a Revolving Commitment hereunder, such Competitive Bid Lender shall not be
eligible to participate in competitive bidding hereunder.

                  (d) SUBMISSION AND CONTENTS OF COMPETITIVE BIDS.

                  (i) Each Lender to which an Invitation for Competitive Bids is
         sent may submit a Competitive Bid containing an offer or offers to make
         Competitive Loans in response to such Invitation for Competitive Bids.
         Each Competitive Bid must comply with the requirements of this
         paragraph (d) and must be submitted to Administrative Agent at its
         offices specified in SCHEDULE 9.3 not later than 11:00 A.M. (New York
         City time) on (x) the third Business Day prior to the requested date of
         borrowing in the case of a Borrowing of Eurodollar Competitive Loans,
         or (y) one Business Day prior to the requested date of borrowing in the
         case of a Borrowing of Fixed Rate Competitive Loans; PROVIDED, HOWEVER,
         that any Competitive Bids submitted by Administrative Agent in the
         capacity of a Lender may only be submitted if Administrative Agent
         notifies Borrower of the terms of the offer or offers contained therein
         not later than fifteen minutes prior to the deadline for the other
         Lenders. A Competitive Bid submitted by a Lender pursuant to this
         paragraph (d) shall be irrevocable.

                  (ii) Each  Competitive  Bid shall be in  substantially
         the form of EXHIBIT 2.3(d) and shall specify:

                           (A) the date of the proposed Borrowing,

                           (B) the principal amount of the Competitive Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than, equal to or less than, the Revolving
                  Commitment of the quoting Lender, (x) must be in a minimum
                  principal amount of $1,000,000 or a multiple of $1,000,000 in
                  excess thereof, (y) may not exceed the principal amount of
                  Competitive Loans for which offers were requested and (z) if
                  more than one offer is quoted by such Lender, may be subject
                  to a limitation as to the maximum aggregate principal amount
                  of Competitive Loans for which offers being made by such
                  quoting Lender may be accepted,

                           (C) in the case of a Borrowing of Eurodollar
                  Competitive Loans, the Margin offered for each such
                  Competitive Loan, expressed as a percentage (specified in
                  increments of 1/1,000th of 1%) to be added to or subtracted
                  from such base rate, which margin shall include the
                  incremental rate, if any, necessary to compensate such Lender
                  for any then applicable reserve or other similar requirements,

                           (D) in the case of a Borrowing of Fixed Rate
                  Competitive Loans, the rate of interest per annum (specified
                  in increments of 1/1,000th of 1%) offered for each such
                  Competitive Loan, and

                           (E) the identity of the quoting Lender.

<PAGE>

A Competitive Bid may set forth up to five separate offers by the quoting Lender
with respect to each Interest Period specified in the related Invitation for
Competitive Bids. Any Competitive Bid shall be disregarded by Administrative
Agent if Administrative Agent determines that it: (A) is not substantially in
the form of EXHIBIT 2.3(d) or does not specify all of the information required
by subsection 2.3(d)(ii); (B) contains qualifying, conditional or similar
language (except for a limitation on the maximum principal amount which may be
accepted); (C) proposes terms other than or in addition to those set forth in
the applicable Invitation for Competitive Bids or (D) arrives after the time set
forth in subsection 2.3(d)(i).

                  (e) NOTICE TO BORROWER. Administrative Agent shall promptly
(and, in any event, by 11:30 A.M. (New York City time) on the date of receipt of
Competitive Bids notify Borrower, by telecopy, of all the Competitive Bids made,
the Competitive Bid Rate and the principal amount of each Competitive Loan in
respect of which a Competitive Bid was made and the identity of the Lender that
made each bid. Administrative Agent shall send a copy of all Competitive Bids to
Borrower for its records as soon as practicable after completion of the bidding
process set forth in this subsection 2.3.

                  (f) ACCEPTANCE AND NOTICE BY BORROWER. Borrower may in its
sole discretion, subject only to the provisions of this paragraph (f), accept or
reject any Competitive Bid referred to in paragraph (e) above. Borrower shall
notify Administrative Agent by telephone, confirmed immediately thereafter by
telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to
what extent it wishes to accept any or all of the bids referred to in paragraph
(e) above not later than (x) 1:00 P.M. (New York City time), on (x) the third
Business Day prior to the requested date of borrowing in the case of a Borrowing
of Eurodollar Competitive Loans, or (y) one Business Day prior to the requested
date of borrowing in the case of a Borrowing of Fixed Rate Competitive Loans;
PROVIDED, HOWEVER, that:

                   (i)  the failure by Borrower  to give such  notice  shal
         be deemed to be a rejection of all the bids referred to in paragraph
         (e) above;

                  (ii)  the aggregate principal amount of the Competitive Bids
         accepted by Borrower may not exceed the lesser of (A) the principal
         amount set forth in the related Competitive Bid Request and (B) the
         excess, if any, of the aggregate Revolving Commitments of all Lenders
         then in effect over the aggregate principal amount of all Loans
         outstanding immediately prior to the making of such Competitive Loans
         (after giving effect to the use of proceeds thereof),

                 (iii)  the principal amount of each Competitive Borrowing must
         be $20,000,000 or a whole multiple of $5,000,000 in excess thereof,

                  (iv)  unless there are any limitations contained in a quoting
         Lender's Competitive Bid, Borrower may not accept a Competitive Bid
         made at a particular Competitive Bid Rate if it has decided to reject
         any portion of a bid made at a lower Competitive Bid Rate for the same
         Interest Period, and

                   (v)  Borrower may not accept any Competitive Bid that is
         disregarded by Administrative Agent pursuant to subsection 2.3(d)(ii)
         or that otherwise fails to comply with the requirements of this
         Agreement.


<PAGE>

A notice given by Borrower pursuant to this paragraph (f) shall be irrevocable.

                  (g) ALLOCATION BY ADMINISTRATIVE AGENT. If offers are made by
two or more Lenders with the same Competitive Bid Rates for a greater aggregate
principal amount than the amount in respect of which such offers are accepted
for the related Interest Period, the principal amount of Competitive Loans in
respect of which such offers are accepted shall be allocated by Administrative
Agent among such Lenders as nearly as possible (in integral multiples of
$1,000,000), as Administrative Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers.

                  (h) NOTIFICATION OF ACCEPTANCE. Administrative Agent shall
promptly (and, in any event, by 2:00 P.M. (New York City time) on the date of
receipt of the Competitive Bid Accept/Reject Letter notify each bidding Lender
whether or not its Competitive Bid has been accepted (and if so, in what amount
and at what Competitive Bid Rate), and each successful bidder will thereupon
become bound, subject to the other applicable conditions hereof, to make the
Competitive Loan in respect of which its bid has been accepted.

                  (i) FUNDING OF THE COMPETITIVE LOANS. Each Lender that has
received notice pursuant to subsection 2.3(h) that its Competitive Bid has been
accepted shall make the amounts of such Loans available to Administrative Agent
for the account of Borrower at Administrative Agent's Payment Office by 12:00
NOON (New York City time) on such date of Borrowing, by payment in funds
immediately available to and freely transferable to Administrative Agent. Unless
any applicable condition specified in Article IV has not been satisfied, the
proceeds of all such Loans will then be made available to Borrower by
Administrative Agent at such office by crediting the account of Borrower with
the aggregate of the amounts made available to Administrative Agent by the
Lenders and in like funds as received by Administrative Agent.

                  (j) NO ADDITIONAL RIGHTS. Nothing in this subsection 2.3 shall
be construed as a right of first offer in favor of the Lenders or otherwise to
limit the ability of Borrower to request and accept any other credit facilities
from any Person (including any of the Lenders); PROVIDED, HOWEVER, that no Event
of Default or Unmatured Event of Default would otherwise arise or exist as a
result of Borrower executing, delivering or performing under such other credit
facilities.

                  (k) REDUCTION OF AVAILABLE REVOLVING COMMITMENTS. Each
outstanding Competitive Loan shall reduce PRO TANTO the aggregate Available
Revolving Commitment of all the Lenders, but shall not otherwise reduce or
affect the Available Revolving Commitment or Commitment Percentage of any Lender
which makes a Competitive Loan.

                  2.4 INTENTIONALLY OMITTED.

                  2.5 EXTENSION OF REVOLVING COMMITMENTS. Upon the written
request of Borrower, received by Administrative Agent not less than sixty days
prior to the then current Termination Date and subject to the consent of each
Lender willing to grant such request, the Termination Date shall be extended to
the date which is three years from the date which is thirty days from the date
of such request. Administrative Agent shall transmit such request to each Lender
within one Business Day. The Lenders shall respond through Administrative Agent
to

<PAGE>

any such request of Borrower within thirty days of Borrower's request. Any
Lender not responding within thirty days shall be deemed to have declined the
request. At the option of Borrower, any declining Lender's Revolving Commitment
may be assumed, in whole or in part, by one or more existing Lenders or other
lenders acceptable to Borrower and Administrative Agent, upon compliance with
subsection 9.6; PROVIDED, HOWEVER, Assignee shall pay the $3,500 processing fee
required by subsection 9.1(b). If any such Revolving Commitment is not so
replaced within thirty (30) days of the Lender's response, then, at Borrower's
option, either (i) Borrower shall give prompt written notice to each Lender of
its decision to withdraw such request and the aggregate Revolving Commitments of
all the Lenders shall terminate on the then current Termination Date or (ii)
Borrower shall give prompt notice of termination of the Revolving Commitment to
each and every Lender that has not consented to the extension (to the extent it
has not been assumed), with a copy to Administrative Agent, and shall prepay the
Loans of such Lenders on three Business Days' prior notice to such Lenders and
Administrative Agent, which shall reduce the aggregate Revolving Commitments of
all the Lenders accordingly (to the extent not assumed), and the Termination
Date shall be extended in accordance with this subsection 2.5 for the remaining
aggregate Revolving Commitments and SCHEDULE 1.1 shall be amended accordingly;
PROVIDED, HOWEVER, that notwithstanding anything in this subsection to the
contrary, in the event that less than the Majority Lenders consent to any
extension hereunder, Borrower shall be deemed to have withdrawn its request and
the aggregate Revolving Commitments of all the Lenders shall terminate on the
then current Termination Date.

                  2.6 TERMINATION OR REDUCTION OF COMMITMENTS. (a) Borrower
shall have the right, upon not less than one Business Day's notice to
Administrative Agent, to terminate the Revolving Commitments or from time to
time to proportionately and permanently reduce the unutilized portion of the
Revolving Commitments; PROVIDED, HOWEVER, that no such reductions or termination
of the Revolving Commitments shall be permitted if, after giving effect thereto
and to any prepayment or payment of the Loans made on the effective date
thereof, the then outstanding aggregate principal amount of Revolving Loans,
Swing Line Loans and Competitive Loans would exceed the aggregate Revolving
Commitments of all of the Lenders then in effect. Any such reduction shall be in
a minimum amount equal to $10,000,000 and in increments of $5,000,000 in excess
thereof and shall reduce permanently the Revolving Commitments then in effect.

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Majority Lenders as provided in
subsection 9.1(b), Borrower shall have the right, upon five (5) Business Days'
prior written notice to Administrative Agent (which notice Administrative Agent
shall promptly transmit to each of the Lenders), to terminate the entire
Revolving Commitment of such Lender, so long as all Loans, together with accrued
and unpaid interest, fees and all other amounts, due and owing to such Lender
are repaid concurrently with the effectiveness of such termination at which time
Schedule 1.1 shall be deemed modified to reflect such changed amounts pursuant
to subsection 2.7(d). At such time, such Lender shall no longer constitute a
"Lender" for purposes of this Agreement, except with respect to indemnifications
under this Agreement which shall survive as to such repaid Lender.


<PAGE>

                  2.7 OPTIONAL PREPAYMENTS.

                  (a) REVOLVING LOANS. Borrower may, at any time and from time
to time, prepay the Revolving Loans, in whole or in part, without premium or
penalty (but subject to the provisions of subsection 2.19), with respect to
Eurodollar Loans, upon irrevocable notice to Administrative Agent no later than
11:00 A.M. (New York time) at least three Business Days' prior to such
prepayment specifying the date and amount of such prepayment, and with respect
to Base Rate Loans, upon irrevocable notice to Administrative Agent no later
than 11:00 A.M. (New York time) on the date of such prepayment, specifying the
date and amount of such prepayment for such Loans (such notice to be promptly
confirmed in writing if given telephonically). Upon receipt of any such notice,
Administrative Agent shall promptly notify each Lender thereof. If any such
notice is given, the amount specified in such notice shall be due and payable on
the date specified therein, together with any amounts payable pursuant to
subsection 2.19. Partial prepayments of Revolving Loans shall be in an aggregate
principal amount of $5,000,000 and in increments of $1,000,000 in excess
thereof.

                  (b) COMPETITIVE LOANS. Notwithstanding anything to the
contrary contained herein, Borrower shall not prepay the Competitive Loans
except pursuant to Article VII.

                  (c) SWING LINE LOANS. Upon notice (such notice to be promptly
confirmed in writing if given telephonically) to Administrative Agent, Borrower
may prepay (without premium or penalty) any Swing Line Loans on any Business Day
not later than 11:00 A.M. (New York time). Partial prepayments of Swing Line
Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple thereof.

                  (d) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Majority Lenders as provided in
subsection 9.1(b), Borrower shall have the right, upon five (5) Business Days'
prior written notice to Administrative Agent (which notice Administrative Agent
shall promptly transmit to each of the Lenders), to repay all Loans, together
with accrued and unpaid interest, fees and all other amounts due and owing to
such Lender in accordance with said subsection 9.1(b), so long as (A) in the
case of the repayment of Revolving Loans of any Revolving Lender pursuant to
this clause (b), the Revolving Commitment of such Revolving Lender is terminated
concurrently with such repayment pursuant to subsection 2.6(b) and (B) in the
case of the repayment of Loans of any Lender, the consents required by
subsection 2.6(b) in connection with the repayment pursuant to this clause (b)
shall have been obtained.

                  2.8 REPAYMENT OF LOANS; MANDATORY PREPAYMENTS; EVIDENCE
         OF DEBT.

                  (a) Borrower hereby unconditionally promises to pay to each
Lender (i) on the Termination Date, the unpaid principal amount of each Loan
(including, without limitation, each Swing Line Loan) made by such Lender and
(ii) on the last day of the applicable Interest Period, the unpaid principal
amount of each Competitive Loan made by such Lender. Borrower hereby further
agrees to pay interest in immediately available funds at the office of
Administrative Agent on the unpaid principal amount of such Loans from time to
time from the

<PAGE>

date hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 2.9.

                  (b) Borrower shall repay the Revolving Loans and permanently
reduce the aggregate outstanding Revolving Commitments by the amount equal to
the Net Proceeds received by Borrower and its Subsidiaries from any Material
Asset Disposition within one Business Day following receipt thereof by Borrower
or any of its Subsidiaries.

                  (c) At any time that the aggregate principal amount of all
Loans outstanding exceeds the aggregate Revolving Commitments of all Lenders
then in effect, Borrower shall, within one Business Day of the earlier of
Borrower's learning thereof or of the request of Administrative Agent,
immediately prepay the Loans to the extent necessary to reduce the aggregate
principal amount of all Loans outstanding to an amount that is no more than the
aggregate Revolving Commitments of all the Lenders then in effect.

                  (d) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of Borrower to the
appropriate Lending Office of such Lender resulting from each Loan made by such
Lending Office of such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lending Office of such Lender
from time to time under this Agreement.

                  (e) Administrative Agent shall maintain the Register pursuant
to subsection 9.9(c), and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, the Type of each Loan made and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from Borrower to each Lender hereunder and (iii) the
amount of any sum received by Administrative Agent hereunder from Borrower and
each Lender's share thereof.

                  (f) The entries made in the Register and accounts maintained
pursuant to paragraphs (d) and (e) of this subsection 2.8 shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of Borrower therein recorded; PROVIDED, HOWEVER, that
the failure of any Lender or Administrative Agent to maintain such account, such
Register or such subaccount, as applicable, or any error therein, shall not in
any manner affect the obligation of Borrower to repay (with applicable interest)
the Loans made to Borrower by such Lender in accordance with the terms of this
Agreement.

                  2.9 INTEREST RATES AND PAYMENT DATES.

                  (a) BASE RATE LOANS. Each Base Rate Loan (including, without
limitation, each Swing Line Loan) shall bear interest at a rate per annum equal
to the Base Rate plus the Applicable Margin.

                  (b) EURODOLLAR LOANS. The Loans comprising each Eurodollar
Borrowing shall bear interest at a rate per annum equal to (i) in the case of
each Eurodollar Revolving Loan, the Eurodollar Rate for the Interest Period in
effect for such Borrowing plus the Applicable Margin and (ii) in the case of
each Eurodollar Competitive Loan, the Eurodollar Rate for the

<PAGE>

Interest Period in effect for such Borrowing plus (or minus, as the case may
be) the Margin offered by the Lender making such Loan and accepted by
Borrower pursuant to subsection 2.3.

                  (c) FIXED RATE COMPETITIVE LOANS. Each Fixed Rate Competitive
Loan shall bear interest at a rate per annum equal to the fixed rate of interest
offered by the Lender making such Loan and accepted by Borrower pursuant to
subsection 2.3.

                  (d) PAYMENT OF INTEREST. Interest on each Loan shall be
payable in arrears on each Interest Payment Date; PROVIDED, HOWEVER, that
interest accruing pursuant to paragraph (f) of this subsection 2.9 shall be
payable from time to time on demand. Interest shall also be payable on the date
of any prepayment of Loans for the portion of the Loans so prepaid and upon
payment (including prepayment) in full thereof and, during the existence of any
Event of Default, interest on any Loan shall be payable on demand.

                  (e) APPLICABLE MARGIN. The "Applicable Margin" with respect to
each Committed Loan at any date shall be the applicable percentage amount set
forth in the table below based upon the Type of such Loan and the Status on such
date:

<TABLE>
<CAPTION>

                                      APPLICABLE MARGIN

       ------------------------------------------------------------------------------
       <S>                         <C>                          <C>
                                     EURODOLLAR                   BASE RATE
              STATUS                    LOANS                       LOANS
       ------------------------------------------------------------------------------
              Level I                  .125%                         0%
       ------------------------------------------------------------------------------
             Level II                  .150%                         0%
       ------------------------------------------------------------------------------
             Level III                 .200%                         0%
       ------------------------------------------------------------------------------
             Level IV                  .300%                         0%
       ------------------------------------------------------------------------------
</TABLE>

                  (f) POST-MATURITY INTEREST. If all or a portion of (i) the
principal amount of any Loan, (ii) any interest payable thereon or (iii) any
facility fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at the Default Rate from the date of such non-payment
until such amount is paid in full (after as well as before judgment). For
purposes of this Agreement, principal shall be "overdue" only if not paid in
accordance with the provisions of subsection 2.8.

                  2.10 FACILITY FEE. Borrower shall pay to Administrative Agent
for the ratable account of the Lenders, a facility fee equal to the Applicable
Facility Fee. On the last Business Day of each March, June, September and
December and on the Termination Date (or, if earlier, on the date upon which the
Revolving Commitments are terminated and the Loans are paid in full), Borrower
shall pay to Administrative Agent, for the ratable benefit of the Lenders, the
portion of such facility fee which accrued during the quarterly period most
recently ended (or, in the case of the payment due on the Termination Date, the
portion thereof ending on such date). Such facility fee shall be based upon the
aggregate Revolving Commitments of the Lenders from time to time, regardless of
the utilization from time to time thereunder.

                  2.11 COMPUTATION OF INTEREST AND FEES. Interest on all Loans
shall be computed on the basis of the actual number of days elapsed over a year
of 360 days or, on any date when the Base Rate is determined by reference to the
Prime Lending Rate a year of 365 or 366 days as appropriate (in each case
including the first day but excluding the last day). Each determination

<PAGE>


of an interest rate by Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on Borrower and the Lenders in the
absence of manifest error. All fees shall be computed on the basis of a year
composed of twelve 30-day months. Administrative Agent shall, at any time and
from time to time upon request of Borrower, deliver to Borrower a statement
showing the quotations used by Administrative Agent in determining any
interest rate applicable to Revolving Loans pursuant to this Agreement. Each
change in the Applicable Margin applicable to Loans or the Applicable
Facility Fee as a result of a change in Borrower's Status shall become
effective on the date upon which such change in Status occurs.

                  2.12 CONVERSION AND CONTINUATION OPTIONS.

                  (a) Borrower may elect on any Business Day occurring on or
after the earlier of (i) the 30th day after the Closing Date and (ii) the
Syndication Date to convert Revolving Loans of one Type to Revolving Loans of
another Type by giving Administrative Agent at least three Business Days' prior
irrevocable notice of such election in the case of any conversion to a
Eurodollar Revolving Loan, and prior irrevocable notice not later than 11:00
A.M. (New York City time) on the date of conversion in the case of any
conversion to Base Rate Loans; PROVIDED, HOWEVER, that any such conversion of
Eurodollar Revolving Loans may, subject to the third succeeding sentence, only
be made on the last day of an Interest Period with respect thereto. Any such
notice of conversion to Eurodollar Revolving Loans shall specify the length of
the initial Interest Period or Interest Periods therefor. Upon receipt of any
such notice Administrative Agent shall promptly notify each Lender thereof. All
or any part of outstanding Eurodollar Revolving Loans and Base Rate Loans may be
converted as provided herein; PROVIDED, HOWEVER, that (i) no Loan may be
converted into a Eurodollar Revolving Loan when any Event of Default has
occurred and is continuing, (ii) any such conversion may only be made if, after
giving effect thereto, subsection 2.13 shall not have been contravened, (iii)
any such conversion may only be made if, after giving effect thereto, no more
than five (5) Borrowings of Eurodollar Revolving Loans would be outstanding and
(iv) no Loan may be converted into a Eurodollar Revolving Loan after the date
that is one month or 30 days, as the case may be, prior to the scheduled
Termination Date.

                  (b) Any Eurodollar Revolving Loans may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
Borrower giving notice to Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans;
PROVIDED, HOWEVER, that no Eurodollar Revolving Loan may be continued as such
(i) when any Event of Default has occurred and is continuing or (ii) after the
date that is one month or 30 days, respectively, prior to the Termination Date
and; PROVIDED, FURTHER, that if Borrower shall fail to give any required notice
as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Eurodollar Revolving Loans shall be
automatically converted to Base Rate Loans on the last day of such then expiring
Interest Period.

                  2.13 MINIMUM AMOUNTS OF EURODOLLAR BORROWINGS. All borrowings,
conversions and continuations of Revolving Loans hereunder and all selections of
Interest Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Revolving Loans comprising each Eurodollar Borrowing shall be equal to
$5,000,000 or a multiple of $1,000,000 in excess thereof.


<PAGE>

                  2.14 INABILITY TO DETERMINE INTEREST RATE. If the Eurodollar
Rate cannot be determined by Administrative Agent in the manner specified in the
definition of the term "Eurodollar Rate" contained in subsection 1.1 of this
Agreement, Administrative Agent shall give telecopy or telephonic notice thereof
to Borrower and the Lenders as soon as practicable thereafter. Until such time
as the Eurodollar Rate can be determined by Administrative Agent in the manner
specified in the definition of such term contained in said subsection 1.1, no
further Eurodollar Loans shall be continued as such at the end of the then
current Interest Period or (other than any Eurodollar Loans previously requested
and with respect to which the Eurodollar Rate previously was determined) shall
be made, nor shall Borrower have the right to convert Base Rate Loans to
Eurodollar Loans.

                  2.15 PRO RATA TREATMENT AND PAYMENTS.

                  (a) PRO RATA PAYMENTS. Each borrowing of Revolving Loans from
the Lenders hereunder (including any conversion or continuation of a Revolving
Loan), each payment by Borrower on account of any facility fee hereunder and
(except as provided in subsection 2.20(c)) any reduction of the Revolving
Commitments of the Lenders shall be made pro rata according to the respective
Commitment Percentages of the Lenders. Each payment (including each prepayment)
by Borrower on account of principal of and interest on the Revolving Loans shall
be made pro rata according to the respective outstanding principal amounts of
the Revolving Loans then held by the Lenders. Each payment by Borrower on
account of principal of and interest on any Borrowing of Competitive Loans shall
be made pro rata among the Lenders participating in such Borrowing according to
the respective principal amounts of their outstanding Competitive Loans
comprising such Borrowing. Each payment by Borrower on account of principal of
or interest on the Swing Line Loans shall be made to the Swing Line Lender.

                  (b) TIME AND PLACE OF PAYMENTS. All payments (including
prepayments) to be made by Borrower hereunder, whether on account of principal,
interest, fees or otherwise, shall be made without set-off or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on the due date thereof
to Administrative Agent, for the account of the relevant Lenders, at
Administrative Agent's office specified in subsection 9.3, and in immediately
available funds. Administrative Agent shall distribute such payments to the
relevant Lenders promptly upon receipt. If any payment hereunder (other than
payments on the Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day unless
the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately
preceding Business Day.

                  (c) FUNDING ASSUMPTIONS. Unless Administrative Agent shall
have been notified in writing by any Lender prior to the deadline for funding a
Borrowing that such Lender will not make the amount that would constitute its
Commitment Percentage of such Borrowing available to Administrative Agent,
Administrative Agent may assume that such Lender is making such amount available
to Administrative Agent, and Administrative Agent may, in


<PAGE>

reliance upon such assumption, make available to Borrower a corresponding
amount. If such amount is not made available to Administrative Agent by the
required time on the borrowing date therefor, such Lender shall pay to
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to Administrative Agent.
A certificate of Administrative Agent submitted to any Lender with respect to
any amounts owing under this subsection 2.15 shall be conclusive in the
absence of manifest error. If such Lender's Commitment Percentage of such
Borrowing is not made available to Administrative Agent by such Lender within
three Business Days of such borrowing date, Administrative Agent shall be
entitled to recover such amount with interest thereon as set forth above, on
demand, from Borrower.

                  2.16 ILLEGALITY. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, such Lender
shall give notice thereof to Administrative Agent and Borrower describing the
relevant provisions of such Requirement of Law, following which (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be canceled and (b) such Lender's Loans then outstanding as Eurodollar
Loans (including, without limitation, such Lender's Eurodollar Competitive Loans
in the case of clause (ii) below), if any, shall be converted automatically to
Base Rate Loans (i) on the respective last days of the then current Interest
Periods with respect to such Loans or (ii) within such earlier period as
required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of the then current Interest Period with respect
thereto, Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to subsection 2.19.

                  2.17 INCREASED COSTS.

                  (a) CHANGE IN LAW. If (i) there shall be any increase in the
cost to any Lender of agreeing to make or making, funding or maintaining any
Loans, or purchasing or maintaining any participation therein, or (ii) any
reduction in any amount receivable in respect thereof, and such increased cost
or reduced amount receivable is due to either:

                  (x) the  introduction of or any change in, or in the
         interpretation of, any law or regulation after the date hereof; or

                  (y) the compliance with any guideline or request made after
         the date hereof from any central bank or other Governmental Authority
         (whether or not having the force of law);

then (subject to the provisions of subsection 2.20) Borrower shall from time to
time, upon demand by such Lender pay such Lender additional amounts sufficient
to compensate such Lender for such increased cost or reduced amount receivable.

                  (b) CAPITAL REQUIREMENTS. If any Lender shall have reasonably
determined that (i) the applicability of any law, rule, regulation or guideline
adopted after the date hereof pursuant to or arising out of the July 1988 paper
of the Basle Committee on Banking Regulations


<PAGE>

and Supervisory Practices entitled "International Convergence of Capital
Measurement and Capital Standards," or (ii) the adoption after the date
hereof of any other law, rule, regulation or guideline regarding capital
adequacy affecting such Lender, or (iii) any change arising after the date
hereof in any such law, rule, regulation or guideline or in the
interpretation or administration of any of the foregoing by any Governmental
Authority, central bank or comparable agency charged with the interpretation
or administration thereof, or (iv) compliance by such Lender (or any lending
office of such Lender), or any holding company for such Lender which is
subject to any of the capital requirements described above, with any request
or directive of general application issued after the date hereof regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of any
such holding company as a direct consequence of such Lender's obligations
hereunder to a level below that which such Lender or any such holding company
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies and the policies of such holding company
with respect to capital adequacy) by an amount deemed by such Lender to be
material, then (subject to the provisions of subsection 2.20) from time to
time such Lender may request Borrower to pay to such Lender such additional
amounts as will compensate such Lender or any such holding company for any
such reduction suffered.

                  (c) RESERVE REQUIREMENTS. In the event that any Governmental
Authority shall impose any Eurocurrency Reserve Requirements which increase the
cost to any Lender of making or maintaining Eurodollar Loans, then (subject to
the provisions of subsection 2.20) Borrower shall thereafter pay in respect of
the Eurodollar Loans of such Lender a rate of interest based upon the Eurodollar
Reserve Rate (rather than upon the Eurodollar Rate). From and after the delivery
to Borrower of the certificate required by subsection 2.20(a), all references
contained in this Agreement to the Eurodollar Rate shall be deemed to be
references to the Eurodollar Reserve Rate with respect to each such affected
Lender.

                  2.18 TAXES.

                  (a) NET PAYMENTS. Except as provided in subsection 2.18(c),
any payments made by Borrower under this Agreement (including, without
limitation, payments on account of principal and interest and fees) shall be
made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise taxes or any other tax based upon net income imposed
on any Agent or any Lender as a result of a present or former connection between
such Agent or such Lender and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising from such Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement). If any such non-excluded taxes, levies,
imposts, duties, charges, fees deductions or withholdings ("NON-EXCLUDED TAXES")
are required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder


<PAGE>

at the rates or in the amounts specified in or pursuant to this Agreement.
Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as
practicable thereafter Borrower shall send to such Agent for its own account
or for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by Borrower showing payment thereof. If
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fails to remit to Administrative Agent the required
receipts or other required documentary evidence, Borrower shall indemnify
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by any Agent or any Lender as a result of
any such failure. The agreements in this subsection 2.18 shall survive the
termination of this Agreement and the payment of all other amounts payable
hereunder.

                  (b) Without prejudice to the provisions of subsection 2.18(a),
if any Lender, or any Agent on its behalf, is required by law to make any
payment on account of Taxes on or in relation to any such received or receivable
tax hereunder or under any of the Loan Documents by such Lender, or any Agent on
its behalf, or any liability for Tax in respect to any such payment is imposed,
levied or assessed against any Lender or any Agent on its behalf, Borrower will
promptly indemnify such person against such Tax payment or liability, together
with any interest, penalties and expenses (including counsel fees and expenses)
payable or incurred in connection therewith, including any tax of any Lender
arising by virtue of payments under this subsection 2.18(b), computed in a
manner consistent with subsection 2.18(b). A certificate as to the amount of
such payment by such Lender, or such Agent on its behalf, absent manifest error,
shall be final, conclusive and binding upon all parties hereto for all purposes.

                  (c) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
Borrower and Administrative Agent on or prior to the Closing Date, or in the
case of a Lender that is an Assignee of an interest under this Agreement
pursuant to subsection 2.21 or 9.9 (unless the respective Lender was already a
Lender hereunder immediately prior to such assignment), on the date of such
assignment to such Lender, (i) two accurate and complete original signed copies
of IRS Form 4224 or 1001 (or successor forms) certifying to such Lender's
entitlement to a complete exemption from United States withholding Tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either IRS Form 1001 or 4224 pursuant to clause (i)
above, (x) a certificate substantially in the form of EXHIBIT 2.18(c) (any such
certificate, a "SUBSECTION 2.18(c)(ii) CERTIFICATE") and (y) two accurate and
complete original signed copies of IRS Form W-8 (or successor form) certifying
to such Lender's entitlement to a complete exemption from United States
withholding Tax with respect to payments of interest to be made under this
Agreement and under any Note. In addition, each Lender agrees that from time to
time after the Closing Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to Borrower and Administrative Agent two new accurate
and complete original signed copies of IRS Form 4224 or 1001, or Form W-8 and a
Subsection 2.18(c)(ii) Certificate, as the case may be, and such other forms as
may be required in order to confirm or establish the entitlement of such Lender
to a continued exemption from or reduction in United States withholding Tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify Borrower and Administrative Agent of its inability to deliver any such
form or certificate. Notwithstanding anything to the contrary contained in
subsection 2.18(a), but subject to subsection 9.9 and the immediately succeeding
sentence, (x)


<PAGE>

Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar Taxes imposed by the United States (or
any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any
Lender which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for United States Federal income Tax
purposes to the extent that such Lender has not provided to Borrower IRS
Forms that establish a complete exemption from such deduction or withholding
and (y) Borrower shall be obligated pursuant to subsection 2.18(a) hereof to
gross-up payments to be made to a Lender in respect of income or similar
Taxes imposed by the United States unless (I) upon timely notice from the
Borrower, such Lender has not provided to Borrower the IRS Forms required to
be provided to Borrower pursuant to this subsection 2.18(c), or (II) in the
case of a payment, other than interest, to a Lender described in clause (ii)
above, to the extent that such IRS Forms do not establish a complete
exemption from withholding of such Taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this subsection
2.18 and except as set forth in subsection 9.9, Borrower agrees to pay
additional amounts and to indemnify each Lender in the manner set forth in
subsection 2.18(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any amounts deducted or
withheld by it as described in the immediately preceding sentence as a result
of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Taxes.

                  (d) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause Borrower to make a payment in respect of any Taxes to
such Lender pursuant to subsection 2.18(a) or a payment in indemnification for
any Taxes pursuant to subsection 2.18(b), it will use reasonable efforts to
make, fund or maintain the Loan (or portion thereof) of such Lender with respect
to which the aforementioned payment is or would be made through another lending
office of such Lender if as a result thereof the additional amounts which would
otherwise be required to be paid by such Borrower in respect of such Loans (or
portions thereof) pursuant to subsection 2.18(a) or subsection 2.18(b), as
determined by such Lender, in its sole discretion, the making, funding or
maintaining of such Loans (or portions thereof) through such other lending
office would not otherwise materially adversely affect such Loans or such
Lender. Borrower agrees to pay all reasonable expenses incurred by any Lender in
utilizing another lending office of such Lender pursuant to this subsection
2.18(d).

                  2.19 FUNDING INDEMNITY. Subject to the provisions of
subsection 2.20(a), Borrower agrees to indemnify each Lender and to hold each
Lender harmless from any loss or reasonable expense which such Lender may
sustain or incur as a consequence of (a) default by Borrower in making a
borrowing of, conversion into or continuation of any Loan hereunder after
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by Borrower in making any prepayment
after Borrower has given a notice thereof in accordance with the provisions of
this Agreement or (c) the making of a voluntary or involuntary prepayment of
Eurodollar Loans or Fixed Rate Loans on a day which is not the last day of an
Interest Period with respect thereto. Such indemnification shall be in an amount
equal to the excess, if any, of (i) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of such Interest


<PAGE>

Period (or, in the case of a failure to borrow, convert or continue, the
Interest Period that would have commenced on the date of such failure) in
each case at the applicable rate of interest for such Loans provided for
herein (excluding the Applicable Margin included therein) over (ii) the
amount of interest (as determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the relevant interest rate market. This covenant
shall survive the termination of this Agreement and the payment of all other
amounts payable hereunder.

                  2.20 NOTICE OF AMOUNTS PAYABLE; RELOCATION OF LENDING
OFFICE.

                  (a) NOTICE. In the event that any Lender becomes aware that
any amounts are or will be owed to it pursuant to subsection 2.16, 2.17, 2.18(a)
or 2.19 or that it is unable to make Eurodollar Revolving Loans, then it shall
promptly notify Borrower thereof and, as soon as possible thereafter, such
Lender shall submit to Borrower a certificate indicating the amount owing to it
and the calculation thereof. The amounts set forth in such certificate shall be
prima facie evidence of the obligations of Borrower hereunder.

                  (b) RELOCATION. If a Lender claims any additional amounts
payable pursuant to subsection 2.16, 2.17 or 2.18(a) or that it is unable to
make Eurodollar Revolving Loans, it shall use its reasonable efforts (consistent
with legal and regulatory restrictions) to avoid the need for paying such
additional amounts or such inability, including changing the jurisdiction of its
applicable lending office; PROVIDED, HOWEVER, that the taking of any such action
would not, in the sole judgment of the Lender, be disadvantageous to such
Lender.

                  2.21 REPLACEMENT OF AFFECTED LENDERS. (x) if any Lender is
owed increased costs under SUBSECTION 2.16 or 2.17, or Borrower is required to
make any payments under SUBSECTION 2.18 to any Lender materially in excess of
those to the other Lenders or such Lender is required to make Loans as Base Rate
Loans or (y) as provided in SECTION 12.1(b) in the case of certain refusals by a
Lender to consent to certain proposed amendment, changes, supplements, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders, Borrower shall have the right, if no Event of
Default or Unmatured Event of Default then exists, to replace such Lender (the
"REPLACED LENDER") with one or more other Eligible Assignee or Eligible
Assignees (collectively, the "REPLACEMENT LENDER") acceptable to Administrative
Agent, PROVIDED that (i) at the time of any replacement pursuant to this
SUBSECTION 2.21, the Replacement Lender shall enter into one or more assignment
agreements, in form and substance satisfactory to Administrative Agent, pursuant
to which the Replacement Lender shall acquire all of the Commitment and
outstanding Loans of the Replaced Lender and (ii) all obligations of Borrower
owing to the Replaced Lender (including, without limitation, such increased
costs and excluding those specifically described in clause (i) above in respect
of which the assignment purchase price has been, or is concurrently being paid)
shall be paid in full to such Replaced Lender concurrently with such
replacement. Upon the execution of the respective assignment documentation, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Note or Notes executed by Borrower, the Replacement Lender shall
become a Lender hereunder and, the Replaced Lender shall cease to constitute a
Lender hereunder, except with respect to indemnification provisions under this
Agreement, which shall survive as to such Replaced Lender.


<PAGE>


                                 ARTICLE III

                       REPRESENTATIONS AND WARRANTIES

                  To induce Administrative Agent and each Lender to enter into
this Agreement and to make the Loans, Borrower hereby represents and warrants to
Administrative Agent and each Lender, and hereby agrees, as follows:

                  3.1 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified and in good
standing as a foreign corporation, and is duly authorized to do business, in
each jurisdiction where the ownership or leasing of property or the character
of its operations makes such qualification necessary, except where the
failure to so qualify would not reasonably be expected to have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law except
to the extent that all failures to comply therewith would not reasonably be
expected to have a Material Adverse Effect.

                  3.2 CORPORATE POWER; AUTHORIZATION; NO VIOLATION. The
execution, delivery and performance by each Loan Party of this Agreement and
the other Loan Documents to which it is a party (i) are within such Loan
Party's corporate power, (ii) have been duly authorized by all necessary
corporate, shareholder and other action on the part of each Person whose
authorization is required, (iii) do not violate any Requirement of Law or any
material Contractual Obligation applicable to such Loan Party, (iv) will not
result in or require the creation or imposition of any Lien of any nature
upon or with respect to any of the properties now owned or hereafter acquired
by such Person and (v) will not require any authorization or approval or
other action by, or notice to or filing or registration with, any
Governmental Authority (other than those which have been obtained and are in
force and effect).

                  3.3 BINDING EFFECT. This Agreement has been, and the other
Loan Documents to which any Loan Party is a party will be when executed and
delivered, duly executed and delivered on behalf of Borrower and the other
Loan Parties thereto. This Agreement constitutes, and the other Loan
Documents to which any Loan Party is a party when executed and delivered will
constitute, a legal, valid and binding obligation of Borrower and the other
Loan Parties party thereto, enforceable against Borrower and such other Loan
Parties in accordance with their respective terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
such enforcement is sought in a proceeding in equity or at law).

                  3.4 PURPOSE OF LOANS. The proceeds of the Loans shall be
used by Borrower to (i) repay existing indebtedness, (ii) to acquire certain
of the assets of Allsteel, Inc., and (iii) for general corporate and working
capital purposes. No proceeds of any of the Loans will be used for "buying,"
"purchasing," or "carrying," any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U or G of the Board as
now and from time to time hereafter in effect or for any purpose which might
cause any of the loans or extensions of credit


<PAGE>


under this Agreement to be considered a "purpose credit" within the meaning
of Regulation G, T, U or X of the Board.

                  3.5 SUBSIDIARIES. SCHEDULE 3.5 annexed hereto and made a
part hereof is a complete and correct list of all Subsidiaries of Borrower as
of the Closing Date and separately identifies all Material Subsidiaries of
Borrower as of the Closing Date. All of such Subsidiaries are Wholly-Owned
Subsidiaries of Borrower and Domestic Subsidiaries of Borrower except as
otherwise indicated on such SCHEDULE 3.5. There does not exist any
encumbrance or restriction on the ability of (i) any Subsidiary of Borrower
to pay dividends or make any other distributions on its capital stock or any
other interest or participation in its profits owned by Borrower or any
Subsidiary of Borrower, or to pay any Indebtedness owed to Borrower or a
Subsidiary of Borrower, (ii) any Subsidiary of Borrower to make loans or
advances to Borrower or any of Borrower's Subsidiaries or (iii) Borrower or
any of its Subsidiaries to transfer any of its properties or assets to
Borrower or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (x) applicable law, (y) this
Agreement or the other Loan Documents or (z) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of
Borrower or a Subsidiary of Borrower.

                  3.6 INDEBTEDNESS. SCHEDULE 3.6 annexed hereto and made a
part hereof is a complete and correct list of all Indebtedness of Borrower
and its Subsidiaries which, in any individual instance exceeds $1,000,000 in
principal amount and which is outstanding as of the Closing Date (other than
Indebtedness which shall be prepaid with the proceeds of Revolving Loans made
on the Closing Date).

                  3.7 FINANCIAL STATEMENTS; FINANCIAL CONDITION;
UNDISCLOSED LIABILITIES; PROJECTIONS, ETC.

                  (a) FINANCIAL STATEMENTS. The balance sheet of Borrower at
December 31, 1994, December 30, 1995 and December 28, 1996 and March 29, 1997
and the related statements of operations, cash flows and shareholders' equity
of Borrower for the Fiscal Year or other period ended on such dates, as the
case may be, copies of which have been furnished to the Lenders prior to the
date hereof which, in the case of the December 31, 1994 and 1995 statements,
have been examined by Ernst & Young LLP, independent certified public
accountants, and in the case of the December 31, 1996 statements, have been
examined by Arthur Andersen LLP, independent certified public accountants,
each of whom delivered an unqualified opinion in respect thereto, were
prepared in accordance with GAAP in effect on the date such statements were
prepared and fairly present the consolidated financial condition and results
of operations of the Borrower and its Subsidaries at such dates and for the
periods then ended, and (ii) the PRO FORMA (after giving effect to the
Transaction, the related financing thereof and the other transactions
contemplated hereby and thereby) balance sheet of Borrower attached hereto as
SCHEDULE 3.7(a) (the "PRO FORMA BALANCE SHEET") presents fairly the financial
condition of Borrower at the date of such balance sheet and presents a good
faith estimate of the PRO FORMA financial condition of Borrower (after giving
effect to the Transaction), the related financing thereof and the other
transactions contemplated hereby and thereby) at the date thereof). The Pro
Forma Balance Sheet has been prepared in accordance with GAAP consistently
applied (except as may be indicated in the notes thereto) subject to normal
year-end adjustments. Since December 28, 1996, there has been no Material
Adverse Effect.


<PAGE>

                  (b) SOLVENCY. On and as of the Closing Date, after giving
effect to the Transaction and to all Indebtedness (including the Loans) being
incurred, and to be incurred (and the use or proceeds thereof), and Liens
created, and to be created, by Borrower in connection with the transactions
contemplated hereby, (i) the sum of the assets, at a fair valuation, of
Borrower will exceed its debts; (ii) Borrower has not incurred nor intends
to, nor believes that it will, incur debts beyond its ability to pay such
debts as such debts mature; and (iii) Borrower will have sufficient capital
with which to conduct its business. For purposes of this SECTION 3.7(b)
"debt" means any liability on a claim, and "claim" means (y) right to
payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured (including all obligations, if any,
under any Plan or the equivalent for unfunded past serviced liability, and
any other unfunded medical and death benefits) or (z) right to an equitable
remedy for breach of performance if such breach gives rise to a payment,
whether or not such right to an equitable remedy is reduced to judgment,
fixed, contingent, matured, unmatured, disputed, undisputed, secured or
unsecured.

                  (c) NO UNDISCLOSED LIABILITIES. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
SECTION 3.7(a) and on SCHEDULE 3.7(d) there were as of the Closing Date (and
after giving effect to the Transaction and the other transactions contemplated
hereby) no liabilities or obligations with respect to Borrower of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due) which, either individually or in aggregate, would be material to
Borrower. As of the Closing Date (and after giving effect to the Transaction and
the other transaction contemplated hereby), Borrower does not know of any basis
for the assertion against Borrower of any liability or obligation of any nature
whatsoever that is not fully reflected in the financial statements or the notes
related thereto delivered pursuant to SECTION 3.7(a) and on SCHEDULE 3.6 which,
either individually or in the aggregate, could be material to Borrower.

                  (d) PROJECTIONS. On and as of the Closing Date, the financial
projections, attached hereto as EXHIBIT 3.7(d) and previously delivered to
Administrative Agent and the Lenders (the "PROJECTIONS") have been prepared on a
basis consistent with the financial statements referred to in SECTION 3.7(a) and
are based on good faith estimates and assumptions made by the management of
Borrower, and there are no statements or conclusions in any of the Projections
which are based upon or include information known to Borrower to be misleading
or which fail to take into account material information regarding the matters
reported therein. On the Closing Date, Borrower believed that the Projections
were reasonable and attainable, it being understood that uncertainty is inherent
in any forecasts or projections and that no assurance can be given that the
results set forth in the Projections will actually be obtained.

                  3.8 NO MATERIAL LITIGATION. There are no actions, suits,
proceedings or investigations pending or, to the knowledge of Borrower,
threatened against or affecting Borrower or any of its Subsidiaries or any of
its or their respective properties or assets before any arbitrator or
Governmental Authority or against any of its or their respective properties or
revenues (a) with respect to this Agreement or any other Loan Document or any of
the actions contemplated hereby or thereby, or (b) which would reasonably be
expected to have a Material Adverse Effect.


<PAGE>

                  3.9 PERFORMANCE OF AGREEMENTS. Neither Borrower nor any of its
Subsidiaries is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any Contractual
Obligation of Borrower or any of its Subsidiaries and no event or condition has
occurred or become known or exists which with notice or the lapse of time or
both would constitute such a default except where such default or defaults, if
any, would not reasonably be expected to have a Material Adverse Effect.

                  3.10 TAXES. Borrower and each of its Subsidiaries has filed or
caused to be filed all material tax returns and reports which are required to be
filed, and has paid all taxes shown to be due and payable on said returns or on
any assessments made against it or any of its properties or assets and all other
taxes, fees and other charges imposed on its or any of their respective
properties by any Governmental Authority other than those the amount or validity
of which are currently being contested in good faith by appropriate proceedings
diligently pursued and with respect to which reserves in conformity with GAAP
have been provided on the books of Borrower and/or its Subsidiaries, as
applicable) and no tax Lien has been filed or received. There is no proposed tax
assessment against Borrower or any of its Subsidiaries which would reasonably be
expected to have a Material Adverse Effect.

                  3.11 GOVERNMENTAL REGULATION. (i) Neither Borrower nor any of
its Subsidiaries is an "investment company" or a company "controlled" by a
company required to be registered as an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, and (ii) neither Borrower nor
any of its Subsidiaries is engaged directly or indirectly, principally, or as
one of its important activities, in the business of extending, or arranging for
the extension of, credit for the purposes of purchasing or carrying any margin
stock, within the meaning of Regulation G, T, U or X of the Board.

                  3.12 OWNERSHIP OF PROPERTY; LIENS. Each of Borrower and its
Subsidiaries has good and marketable title in fee simple to, or a valid
leasehold interest in, all its material real property, and good title to, or a
valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except for Permitted Liens.

                  3.13 INTELLECTUAL PROPERTY. Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how, patents and processes necessary for the
conduct of its business as currently conducted, except for those the failure to
own or be licensed to use, which would not reasonably be expected to have a
Material Adverse Effect (the "INTELLECTUAL PROPERTY"). No claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does Borrower know of any valid basis for any such
claim. To Borrower's or any of its Subsidiaries' knowledge, the use of such
Intellectual Property by Borrower and its Subsidiaries does not infringe on the
rights of any Person, except for such claims and infringements that, in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.

                  3.14 EXISTING CREDIT FACILITY REFINANCING. At the time of
consummation thereof, the Existing Credit Facility Refinancing shall have been
consummated in accordance with the terms of the respective documents and all
applicable laws. At the time of consummation thereof, all consents and approvals
of, and filings and registrations with, and all


<PAGE>

other actions in respect of, all governmental agencies, authorities or
instrumentalities and third parties required in order to make or consummate
each Existing Credit Facility Refinancing shall have been obtained, given,
filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto has been obtained). All applicable
waiting periods with respect thereto have or, prior to the time when
required, will have, expired without, in all such cases, any action being
taken by any competent authority which restrains, prevents, or imposes
material adverse conditions upon the consummation of any Existing Credit
Facility Refinancing. Additionally, at the time of consummation thereof,
there does not exist any judgment, order or injunction prohibiting or
imposing material adverse conditions upon the consummation of any Existing
Credit Facility Refinancing, and there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
occurrence of any Borrowing or the performance by Borrower and its
Subsidiaries of its obligations under the Loan Documents and the Existing
Credit Facility Termination Documents. All actions taken by Borrower and its
Subsidiaries pursuant to or in furtherance of each Existing Credit Facility
Refinancing have been taken in compliance with the respective Loan Documents
and Existing Credit Facility Termination Documents and all applicable laws.

                  3.15 DISCLOSURE. This Agreement and any other document,
certificate or statement furnished to Administrative Agent or any Lender by or
on behalf of Borrower or any of its Subsidiaries, taken as a whole, do not
contain any untrue statement of a material fact and do not omit to state a
material fact necessary in order to make the statements contained herein and
therein not misleading when made. There is no fact known to Borrower or any of
its Subsidiaries which now has or in the future would reasonably be expected to
have (so far as Borrower or any of its Subsidiaries can now reasonably foresee)
a Material Adverse Effect which has not been set forth in this Agreement, in the
other documents and certificates furnished to Administrative Agent and each
Lender specifically for use in connection with the transactions contemplated
hereby.

                  3.16 ERISA. Borrower and each of its ERISA Affiliates are in
compliance in all material respects with applicable provisions of ERISA and the
Code and the regulations and published interpretations thereunder with respect
to all Plans and, to the best of Borrower's knowledge, all Multiemployer Plans,
except where noncompliance would not reasonably be expected to have a Material
Adverse Effect. No Termination Event has occurred or is reasonably expected to
occur with respect to any Plan. The sum of the "amounts of unfunded benefit
commitments" (as defined in Section 4001(a)(18) of ERISA) under all Plans
(excluding each Plan with an amount of unfunded benefit commitments of zero or
less) is not more than $10,000,000. The aggregate Withdrawal Liability under all
Multiemployer Plans is not more than $10,000,000.

                  3.17 LABOR RELATIONS. Except to the extent that such
practices, circumstances, events or questions would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (a) neither
Borrower nor any of its Subsidiaries is engaged in any unfair labor practice and
(b) no significant strike, labor dispute, slowdown or stoppage is pending
against Borrower or any of its Subsidiaries or, to the best knowledge of
Borrower, threatened against Borrower or any of its Subsidiaries.

<PAGE>

                  3.18 INSURANCE. Except as otherwise permitted by subsection
5.8, the properties of Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies, in such amounts, with such
deductibles and covering such risks as are customarily carried by Persons
engaged in the same or similar businesses.

                  3.19 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Borrower nor
any of its Subsidiaries 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.

                                 ARTICLE IV

                            CONDITIONS OF CREDIT

                       4.1 CONDITIONS PRECEDENT TO EFFECTIVENESS. This
Agreement shall become effective upon the satisfaction of each of the
following conditions:

                  (a) LOAN DOCUMENTS.  Administrative Agent shall have
                  received each of:

                            (i) this Agreement, executed and delivered by a duly
                  authorized officer of Borrower and each Lender;

                           (ii) for the account of each Lender, a Revolving Note
                  conforming to the requirements hereof and executed by a duly
                  authorized officer of Borrower;

                          (iii) for the account of BT, a Swing Line Note
                  conforming to the requirements hereof and executed by a duly
                  authorized officer of Borrower;

                           (iv) the Subsidiary Guarantee Agreement, executed and
                  delivered by a duly authorized officer of each Subsidiary
                  Guarantor party thereto; and

                            (v) all other Loan Documents.

                  (b) CORPORATE PROCEEDINGS. Administrative Agent shall have
received (i) a copy of the resolutions, in form and substance satisfactory to
Administrative Agent, of the board of directors of Borrower and each Subsidiary
Guarantor authorizing (x) the execution, delivery and performance of this
Agreement, the Notes and the other Loan Documents to which it is a party and (y)
the borrowings and other extensions of credit contemplated hereunder, certified
by the Secretary or an Assistant Secretary of Borrower as of the Closing Date,
which certificate shall state that the resolutions thereby certified have not
been amended, revoked, or rescinded and shall be in form and substance
satisfactory to Administrative Agent and (ii) copies of all documents and
papers, including records of corporate proceedings, governmental approvals, good
standing certificates, and bring down telegrams, if any, which Administrative
Agent reasonably may have requested in connection therewith, such documents and
papers where appropriate to be certified by proper corporate or governmental
authorities.

                  (c) CORPORATE DOCUMENTS. Administrative Agent shall have
received, with a counterpart for each Lender, true and complete copies of the
certificate of incorporation and by-laws of Borrower and each Subsidiary
Guarantor, certified as of the Closing Date as complete and correct copies
thereof by the Secretary or an Assistant Secretary of such Person.


<PAGE>

                  (d) INCUMBENCY CERTIFICATE. Administrative Agent shall have
received a certificate of the Secretary or an Assistant Secretary of each Loan
Party, dated the Closing Date, as to the incumbency and signature of the
officers of such Person executing the Loan Documents to which it is a party and
any certificate or other documents to be delivered by it pursuant thereto.

                  (e) FEES. Administrative Agent shall have received, for the
accounts of Lenders and Administrative Agent, all accrued fees and expenses due
and owing hereunder or in connection herewith to Lenders and Administrative
Agent.

                  (f) LEGAL OPINIONS. Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinions of Jones, Day,
Reavis & Pogue, special counsel to Borrower, and in-house counsel to Borrower
substantially in the form of EXHIBIT 4.1(f). Such legal opinions shall cover
such other matters incident to the transactions contemplated by this Agreement
as Administrative Agent may reasonably require and such counsel delivering the
foregoing legal opinion is expressly instructed to deliver its opinion for the
benefit of each of Administrative Agent and the Lenders.

                  (g) TERMINATION OF EXISTING CREDIT FACILITY. Administrative
Agent shall have received evidence satisfactory to it that Borrower and its
Subsidiaries will terminate or will otherwise be released from its obligations
under the Existing Credit Facility Agreement, and that all agreements made by
Borrower and its Subsidiaries in connection with the provision of credit support
and collateral security with respect thereto will be released and terminated.

                  (h) APPROVALS. All necessary governmental (domestic and
foreign) and third party approvals in connection with the Agreement and the
transactions contemplated by the Loan Documents and the Existing Credit Facility
Termination Documents and otherwise referred to herein or therein shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of all or any part of the Transaction or the other transactions
contemplated by the Loan Documents and the Existing Credit Facility Termination
Documents and otherwise referred to herein or therein. Additionally, there shall
not exist any judgment, order, injunction or other restraint issued or filed or
a hearing seeking injunctive relief or other restraint pending or notified
prohibiting or imposing materially adverse conditions upon all or any part of
the Transaction, the transactions contemplated by the Loan Documents and the
Existing Credit Facility Termination Documents or the making of the Loans.


                  (i) LITIGATION. No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of Borrower, threatened
with respect to this Agreement, any of the Loan Documents or any of the Existing
Credit Facility Documents or any documentation executed in connection herewith
or the transactions contemplated hereby (including, without limitation, the
Transaction), or with respect to any of the Existing Credit Facility Agreement
or the obligations being refinanced in connection with the consummation of the
Transaction or

<PAGE>

which Administrative Agent or the Majority Lenders shall determine could
reasonably be expected to have a Material Adverse Effect.

                  (j) APPOINTMENT OF AGENT. Administrative Agent shall have
received a letter from CT Corporation System, presently located at 1633
Broadway, New York, New York 10019, substantially in the form of EXHIBIT 4.1(j)
hereto, indicating its consent to its appointment by Borrower as its agent to
receive service of process as specified in SECTION 12.9 of this Agreement.

                  (k) PRO FORMA BALANCE SHEET.  The Lenders shall have
received the Pro Forma Balance Sheet.

                  (l) TAX AND ACCOUNTING ASPECTS OF TRANSACTIONS. Administrative
Agent and the Majority Lenders shall be satisfied with all tax and accounting
matters relating to the Transactions.

                  (m) OFFICER'S CERTIFICATE. Administrative Agent shall have
received a certificate executed by a responsible officer on behalf of Borrower,
dated the date of this Agreement and in the form of EXHIBIT 4.1(m) hereto,
stating that the representations and warranties set forth in ARTICLE III hereof
are true and correct as of the date of the certificate, that no Event of Default
or Unmatured Event of Default has occurred and is continuing and that the
conditions of SECTION 4.1 hereof have been fully satisfied (except that no
opinion need be expressed as to the Administrative Agent's or Majority Lenders'
satisfaction with any document, instrument or other matter).

                  (n) ADVERSE CHANGE. On or prior to the Closing Date, nothing
shall have occurred (and no Agent nor any Lender shall have become aware of any
facts or conditions not previously known) which Administrative Agent or the
Majority Lenders shall determine has or reasonably could be expected to have, or
could have a Material Adverse Effect.

                  (o) ADDITIONAL MATTERS. All corporate and other proceedings,
and all documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement, and the other Loan Documents shall
be satisfactory in form and substance to Administrative Agent, and
Administrative Agent shall have received such other documents and legal opinions
in respect of any aspect or consequence of the transactions contemplated hereby
or thereby as any Agent or any Lender (acting through Administrative Agent)
shall reasonably request.

                  4.2 CERTAIN CONDITIONS PRECEDENT TO EACH LOAN. The agreement
of each Lender to make a Loan (including, without limitation, its initial Loans
hereunder, but other than any Revolving Loan the proceeds of which are to be
used exclusively to repay Refunded Swing Line Loans) is subject to the
satisfaction of the following conditions precedent:

                  (a) REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Borrower and each Loan Party contained herein and in the other
Loan Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of the making of such Loan;


<PAGE>

                  (b) NO EVENTS OF  DEFAULT.  There  shall  exist no Event of
Default or Unmatured Event of Default;

                  (c) AVAILABLE REVOLVING COMMITMENT. After giving effect to the
Loans requested to be made, no Lender will have an Available Revolving
Commitment which is less than zero; and

                  (d) OTHER MATTERS. Administrative Agent shall have received
such other documents or legal opinions as Administrative Agent may reasonably
request, all in form and substance reasonably satisfactory to Administrative
Agent and its counsel including, with respect to Revolving Loans, a request for
a Borrowing in accordance with the provisions of subsection 2.1(d) hereof.

                  Each request for a Borrowing or Competitive Bid Request and
the acceptance by Borrower of the proceeds thereof shall constitute a
representation and warranty by Borrower, as of the date of the Loans comprising
such Borrowing that the conditions specified in subsection 4.2(a), (b) and (c)
have been satisfied.

                                      ARTICLE V

                                AFFIRMATIVE COVENANTS

                  Borrower hereby agrees that, so long as the Revolving
Commitments remain in effect, or any Loan remains outstanding and unpaid or any
other amount is owing to any Lender or any Agent hereunder, Borrower shall:

                       5.1 FINANCIAL STATEMENTS.  Furnish to each Lender:

                  (a) as soon as available, but in any event within 120 days
after the end of each fiscal year of Borrower, a copy of the consolidated
balance sheet of Borrower and its consolidated Subsidiaries as at the end of
such year and the related consolidated statements of income, retained earnings
and of cash flows for such year, setting forth in each case in comparative form
the figures for the previous year; and

                  (b) as soon as available, but in any event not later than 60
days after the end of each of the first three quarterly periods of each fiscal
year of Borrower, the unaudited consolidated balance sheet of Borrower and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income, retained earnings and of cash flows
of Borrower and its consolidated Subsidiaries for such quarter and the portion
of the fiscal year through the end of such quarter, setting forth in each case
in comparative form the figures for the previous year (except with respect to
balance sheet figures which shall be in comparative form for the previous
audited period only);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by the accountants preparing such statements or Financial Officer, as
the case may be, and disclosed therein) and, in the case of the consolidated
financial statements referred to in subsection 5.1(a), accompanied by a report
thereon of


<PAGE>

independent certified public accountants of recognized national standing,
which report shall contain no qualifications with respect to the continuance
of Borrower and its Subsidiaries as going concerns and shall state that such
financial statements present fairly the financial position of Borrower and
its Subsidiaries as at the dates indicated and the results of their
operations and cash flow for the periods indicated in conformity with GAAP
and that the examination by such accountants in connection with such
financial statements has been made in accordance with generally accepted
auditing standards.

                  5.2 CERTIFICATES; OTHER INFORMATION. Furnish to each Lender
(or, if specified below, to Administrative Agent):

                  (a) ACCOUNTANT'S CERTIFICATES. Concurrently with the delivery
of the financial statements referred to in subsection 5.1(a), (i) to the extent
not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, a certificate from Arthur Andersen & Co. or other
independent certified public accountants of nationally recognized standing,
stating that, in the course of their annual audit of the books and records of
Borrower, no Event of Default or Unmatured Event of Default has come to their
attention which was continuing at the end of such fiscal year or on the date of
their certificate, or if such an Event of Default or Unmatured Event of Default
has come to their attention, the certificate shall indicate the nature of such
Event of Default or Unmatured Event of Default and the action which Borrower
proposes to take with respect thereto, and (ii) a letter, in form satisfactory
to Administrative Agent from such accountants with respect to reliance on such
accountant's certificate and report on the annual consolidated financial
statements referred to in this subsection;

                  (b) OFFICER'S CERTIFICATE. Concurrently with the delivery of
the financial statements referred to in subsections 5.1(a) and 5.1(b), a
certificate of a Financial Officer substantially in the form of EXHIBIT 5.2(b)
stating that, to the best of such Financial Officer's knowledge, (i) such
financial statements present fairly, in accordance with GAAP, the financial
condition and results of operations of Borrower and its Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal recurring adjustments) and (ii) that no Event of Default or Unmatured
Event of Default has occurred, except as specified in such certificates, which
shall set forth detailed computations to the extent necessary to establish
Borrower's compliance with the covenants set forth in subsection 6.1 of this
Agreement;

                  (c) AUDIT REPORTS AND STATEMENTS. Promptly following
Borrower's receipt thereof, copies of all consolidated financial or other
consolidated reports or statements, if any, submitted to Borrower or any of its
Subsidiaries by independent public accountants relating to any annual or interim
audit of the books of Borrower or any of its Subsidiaries;





                  (d) PUBLIC FILINGS. Within 20 days after the same become
public, copies of all financial statements, filings, registrations and reports
which Borrower may make to, or file with,


<PAGE>

the United States Securities and Exchange Commission or any successor or
analogous Governmental Authority;

                  (e) STATUS. Within five Business Days after the occurrence
thereof, written notice to Administrative Agent of any change in Status;
PROVIDED, HOWEVER, that the failure to provide such notice shall not delay or
otherwise affect any change in the Applicable Margin or other amount payable
hereunder which is to occur upon a change in Status pursuant to the terms of
this Agreement; and

                  (f) OTHER REQUESTED INFORMATION. Such other information
respecting the respective properties, business affairs, financial condition
and/or operations of Borrower or any of its Subsidiaries as Administrative Agent
or any Lender may from time to time reasonably request.

                  5.3 NOTICES. Promptly upon obtaining knowledge thereof, give
notice to Administrative Agent (which shall promptly provide a copy of such
notice to each Lender) of:

                  (a) EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of a Financial Officer setting forth details of the occurrence
referred to therein and stating what action Borrower proposes to take with
respect thereto.

                  (b) LITIGATION AND RELATED MATTERS. The commencement of, or
any material development in any action, suit, proceeding or investigation
pending or threatened against or affecting Borrower or any of its Subsidiaries
or any of their respective properties before any arbitrator or Governmental
Authority, in which the amount involved that Borrower reasonably determines is
not covered by insurance is $10,000,000 or more, or which, if determined
adversely to Borrower or any of its Subsidiaries, would reasonably be expected
to have a Material Adverse Effect.

                  (c) NOTICE OF CHANGE OF CONTROL. Each occasion that there
shall occur a Change of Control, and such notice shall set forth in reasonable
detail the particulars of each such occasion.

                  (d) NOTICES UNDER ACQUISITION DOCUMENTS. Promptly following
the receipt or delivery thereof, copies of any material demands, notices or
documents received or delivered by Borrower or any Subsidiary of Borrower under
or pursuant to any Acquisition Document.

                  5.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its and each Subsidiary's
corporate existence and take all reasonable action to maintain all rights,
privileges and franchises material to its and those of each of its Subsidiaries'
businesses except as otherwise permitted pursuant to subsections 6.5 and 6.8 and
comply and cause each of its Subsidiaries to comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith would not in the aggregate reasonably be expected to have a Material
Adverse Effect.


<PAGE>

                  5.5 PAYMENT OF OBLIGATIONS. Pay or discharge or otherwise
satisfy at maturity or, to the extent permitted hereby, prior to maturity or
before they become delinquent, as the case may be, and cause each of its
Subsidiaries to pay or discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be:

                   (i) all its and their respective Indebtedness;

                  (ii) all taxes, assessments and governmental charges or levies
         imposed upon any of them or upon any of their income or profits or any
         of their respective properties or assets prior to the date on which
         penalties attach thereto; and

                 (iii) all lawful claims prior to the time they become a Lien
         (other than Permitted Liens) upon any of their respective properties or
         assets;

PROVIDED, HOWEVER, that neither Borrower nor any of its Subsidiaries shall be
required to pay or discharge any such Indebtedness, tax, assessment, charge,
levy or claim while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as Borrower or such
Subsidiary, as the case may be, shall have set aside on its books adequate
reserves in accordance with GAAP (segregated to the extent required by GAAP)
with respect thereto and title to any material properties or assets is not
jeopardized in any material respect.

                  5.6 INSPECTION OF PROPERTY, BOOKS AND RECORDS. Keep, or cause
to be kept, and cause each of its Subsidiaries to keep or cause to be kept,
adequate records and books of account, in which complete entries are to be made
reflecting its and their business and financial transactions, such entries to be
made in accordance with sound accounting principles consistently applied and
will permit, and cause each of its Subsidiaries to permit, any Lender or its
respective representatives, at any reasonable time, and from time to time at the
reasonable request of such Lender made to Borrower and upon reasonable notice,
to visit and inspect its and their respective properties, to examine and make
copies of and take abstracts from its and their records and books of account,
and to discuss its and their respective affairs, finances and accounts with its
and their principal officers, directors and independent public accountants (and
by this provision Borrower authorizes such accountants to discuss with the
Lenders and such representatives the affairs, finances and accounts of Borrower
and its Subsidiaries; PROVIDED, HOWEVER, that prior to the occurrence and
continuance of an Event of Default, all such discussions shall take place in the
presence of a Financial Officer of Borrower).

                  5.7 ERISA. (i) As soon as practicable and in any event within
thirty days after Borrower or any of its Subsidiaries or ERISA Affiliates knows
or has reason to know that a Reportable Event has occurred with respect to any
Plan, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to
Administrative Agent a certificate of a responsible officer of Borrower or such
Subsidiary or ERISA Affiliate, as the case may be, setting forth the details of
such Reportable Event and the action, if any, which Borrower or such Subsidiary
or ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given; (ii) upon the request of any Lender made from
time to time, deliver, or cause each Subsidiary or ERISA Affiliate to deliver,
to each Lender a copy of the most recent actuarial report completed and annual
report filed with respect to any Plan; (iii) as soon as possible and in any
event within ten (10) days after Borrower or any of its Subsidiaries or ERISA
Affiliates knows or has reason to know that any of the following have occurred
or is reasonably likely to


<PAGE>

occur with respect to any Plan: (A) the Plan Sponsor intends to terminate
such Plan, (B) the PBGC has instituted or will institute proceedings under
Section 4042 of ERISA to terminate such Plan, (C) that an accumulated funding
deficiency (as defined in Section 3.02(a) of ERISA and Section 412(a) of the
Code) has been incurred or that on application may be or has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard (including any required installment payments) or on extension of any
amortization period under Section 412 of the Code, or (D) that Borrower, or
any Subsidiary of Borrower or any ERISA Affiliate will or may incur any
liability (including, but not limited to, contingent or secondary liability)
to or on account of the termination of or withdrawal from a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(1)
of ERISA, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to
Administrative Agent a written notice thereof; and (iv) as soon as possible
and in any event within thirty days after Borrower or any of its Subsidiaries
or ERISA Affiliates knows or has reason to know that any of them has caused a
complete withdrawal or partial withdrawal (within the meaning of Sections
4203 and 4205, respectively, of ERISA) from any Multiemployer Plan, deliver,
or cause such Subsidiary or ERISA Affiliate to deliver, to Administrative
Agent a written notice thereof. For purposes of this subsection 5.7, Borrower
shall be deemed to have knowledge of all facts known by the Plan
Administrator of any Plan of which Borrower is the Plan Sponsor, and each
Subsidiary and ERISA Affiliate of Borrower shall be deemed to have knowledge
of all facts known by the Plan Administrator of any Plan of which such
Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition
to its other obligations set forth in this subsection 5.7, Borrower shall,
and shall cause each of its Subsidiaries and ERISA Affiliates to,

                           (A) furnish to Administrative Agent, promptly after
                  delivery of the same to the PBGC, a copy of any delinquency
                  notice pursuant to Section 412(n) (4) of the Code,

                           (B) correct any such failure to satisfy funding
                  requirements or delinquency referred to in the foregoing
                  clauses (iii)(C) of the first sentence of this subsection 5.7
                  and clause (A) above within ninety (90) days after the
                  occurrence thereof, except where the failure to so satisfy
                  would not reasonably be expected to have a Material Adverse
                  Effect, and

                           (C) comply in good faith with the requirements set
                  forth in Section 4980B of the Code and with Sections 601(a)
                  and 606 of ERISA, except where the failure to so comply could
                  not reasonably be expected to have a Material Adverse Effect.

                  5.8 INSURANCE. Borrower shall maintain, and shall cause each
of its Subsidiaries to maintain, with financially sound and reputable insurers,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, or such types and in such amounts as are customarily carried under
similar circumstances by such other Persons. Such insurance shall be maintained
with financially sound and reputable insurers, except that a portion of such
insurance program (not to exceed that which is customary in the case of
companies engaged in the same or similar business or having similar properties
similarly situated) may be effected through self-insurance, provided adequate
reserves therefor, in accordance with GAAP, are maintained.


<PAGE>

                  5.9 ENVIRONMENTAL LAWS.

                  (a) Comply with in all material respects, and cause its
Subsidiaries to comply with in all material respects, and, in each case take
reasonable steps to ensure compliance in all material respects by all tenants
and subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and take reasonable steps to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws except to the
extent that failure to do so would not reasonably be expected to have a Material
Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders, directives and information requests of all Governmental Authorities
regarding Environmental Laws except to the extent that the same are being
contested in good faith by appropriate proceedings and the pendency of such
proceedings would not reasonably be expected to have a Material Adverse Effect;
and

                  (c) Defend, indemnify and hold harmless Administrative Agent
and the Lenders, and their respective employees, agents, officers and directors,
from and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of Borrower, any of its Subsidiaries or their
respective properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable
attorneys' and consultants' fees, investigation and laboratory fees, costs
arising from any Remedial Actions, court costs and litigation expenses, except
to the extent that any of the foregoing arise out of the gross negligence or
willful misconduct of the party seeking indemnification therefor. The agreements
in this clause (c) shall survive repayment of the Notes and all other
Obligations.

         5.10 ADDITIONAL SUBSIDIARY GUARANTORS. In the event any Person shall
hereafter become a Material Subsidiary, Borrower shall, within 30 days, cause
such Material Subsidiary to become a party to the Subsidiary Guarantee Agreement
and deliver such other corporate authorization documents as Administrative Agent
may reasonably request.

                                     ARTICLE VI

                                 NEGATIVE COVENANTS

                  Borrower hereby agrees that, so long as the Revolving
Commitments remain in effect or any Obligation is owing to any Lender or any
Agent hereunder, Borrower shall not, nor shall it permit any of its Subsidiaries
to, directly or indirectly:



<PAGE>

                  6.1 FINANCIAL CONDITION COVENANTS.

                  (a) MAINTENANCE OF CONSOLIDATED NET WORTH. Permit Consolidated
Net Worth on the last day of any fiscal quarter to be less than the sum of (i)
$200,000,000 PLUS (ii) the amount equal to 33% of the aggregate Consolidated Net
Income of Borrower and its consolidated Subsidiaries since June 30, 1997;
PROVIDED, HOWEVER, that in the event that Borrower and its consolidated
Subsidiaries have a consolidated net loss for any fiscal quarter, Consolidated
Net Income for purposes only of clause (ii) of this subsection 6.1(a) shall be
deemed to be zero for such fiscal quarter.

                  (b) LEVERAGE RATIO. Permit the ratio of (a) Consolidated Debt
on the last day of any fiscal quarter of Borrower (after giving effect to all
payments and prepayments made on such date) to (b) Consolidated EBITDA for the
period of four consecutive fiscal quarters ending on the last day of any fiscal
quarter of Borrower to exceed 2.50 to 1.0.

                  (c) INTEREST COVERAGE RATIO. Permit the ratio of (i)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending on
the last day of any fiscal quarter of Borrower to (ii) Consolidated Interest
Expense for such period to be less than 5.00 to 1.0.

                  6.2 INDEBTEDNESS OF SUBSIDIARIES. Permit any Subsidiary of
Borrower to incur, directly or indirectly, or suffer to exist any Indebtedness
except:

                  (a) Intercompany Indebtedness; PROVIDED, HOWEVER, that in the
event of any subsequent issuance or transfer of any Capital Stock which results
in the holder of such Indebtedness ceasing to be a Subsidiary of Borrower or any
subsequent transfer of such Indebtedness (other than to Borrower or any of its
Subsidiaries) such Indebtedness shall be required to be permitted under another
clause of this subsection 6.2; PROVIDED, FURTHER, HOWEVER, that in the case of
Intercompany Indebtedness consisting of a loan or advance to Borrower, each such
loan or advance shall be subordinated to the indefeasible payment in full of all
of Borrower's obligations pursuant to this Agreement and the other Loan
Documents, and each such loan or advance shall be on open account and shall not
be evidenced by a promissory note or other instrument;

                  (b) Indebtedness constituting Guarantee Obligations permitted
under subsection 6.3(b) and subsection 6.3(e);

                  (c) Indebtedness outstanding on the date hereof and listed on
SCHEDULE 6.2(c) hereto and any Indebtedness resulting from the refinancing of
any such Indebtedness; PROVIDED, HOWEVER, that (i) the principal amount of any
such refinancing Indebtedness (as determined as of the date of the incurrence of
such refinancing Indebtedness in accordance with GAAP) does not exceed the
principal amount of the Indebtedness refinanced thereby on such date and (ii) in
the case of any such refinancing Indebtedness which is in excess of $10,000,000,
either (A) the covenants, defaults and similar provisions applicable to such
refinancing Indebtedness or obligations are no more restrictive in any material
respect taken as a whole than the provisions contained in this Agreement and do
not conflict in any material respect with the provisions of this Agreement or
(B) such refinancing Indebtedness is otherwise upon terms and subject to


<PAGE>

definitive documentation which is in form and substance reasonably satisfactory
to Administrative Agent; and

                  (d) Indebtedness of Subsidiaries in addition to that described
in clauses (a) through (c) of this subsection 6.2; PROVIDED, HOWEVER, that the
aggregate principal amount of the Indebtedness permitted under this subsection
6.2(d), when added (without duplication) to (i) all Indebtedness outstanding
secured by Liens and permitted under clause (vii) of the definition of Permitted
Liens, (ii) the amount of Guarantee Obligations outstanding and permitted under
subsection 6.3(i) and (iii) the aggregate amount of all Attributable Debt of
Borrower and its Subsidiaries then outstanding, does not exceed 15% of
Consolidated Net Tangible Assets.

                  6.3 GUARANTEE OBLIGATIONS. Permit any Subsidiary of
Borrower to create or become or be liable with respect to any Guarantee
Obligation except:

                  (a) Guarantee Obligations  resulting from endorsement
of negotiable instruments for collection in the ordinary course of business;

                  (b) Guarantee Obligations to or for the benefit of
Administrative Agent and the Lenders hereunder or under the other Loan
Documents;

                  (c) Guarantee Obligations arising under customary
indemnification provisions (express or implied) in respect of Contractual
Obligations governing transactions otherwise required or not prohibited by the
terms of this Agreement and customary indemnities in connection with
underwritings or similar transactions;

                  (d) Guarantee Obligations arising in the ordinary course of
its business and consistent with past practices (regardless of the theory of
liability) from the manufacture, sale, handling, distribution or use of any
product manufactured, sold or otherwise dealt with, or any service provided, by
such Subsidiary;

                  (e) Guarantee Obligations in existence on the date hereof and
identified on SCHEDULE 6.3(e) hereto and any renewal or replacement of such
Guarantee Obligations to the extent that the amount of any such Guarantee
Obligations so extended or renewed is not increased thereby;

                  (f) Guarantee Obligations with respect to commercial or
standby letters of credit or functionally equivalent obligations, in each case,
issued in connection with performance, bid or advance payment obligations
incurred in the ordinary course of business including, without limitation,
performance requirements under workers compensation or similar laws; and

                  (g) In addition to the Guarantee Obligations permitted by
clauses (a) through (f), other Guarantee Obligations; provided that the
aggregate liability of all Subsidiaries of Borrower in respect of the Guarantee
Obligations permitted by this subsection 6.3(i), when added (without
duplication) to (i) all Indebtedness outstanding secured by Liens and permitted
under clause (viii) of the definition of Permitted Liens, (ii) the aggregate
amount of Indebtedness then outstanding and permitted under subsection 6.2(d),
and (iii) the aggregate amount of

<PAGE>

Attributable Debt of Borrower and its Subsidiaries then outstanding, shall
not exceed 15% of Consolidated Net Tangible Assets.

                  6.4 LIENS. Except for Permitted Liens, create, incur, assume
or suffer to exist or agree to create, incur or assume any Lien in, upon or with
respect to any of its properties or assets (including, without limitation, any
securities or debt instruments of any of its Subsidiaries), whether now owned or
hereafter acquired, or assign or otherwise convey any right to receive income to
secure any obligation.

                  6.5 FUNDAMENTAL CHANGES. Enter into any merger, consolidation
or amalgamation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution); convey, sell, assign, transfer or otherwise dispose
of all or substantially all of the property, business or assets of Borrower and
its Subsidiaries; or make any material change in its present method of
conducting business; PROVIDED, HOWEVER, that as long as immediately after giving
effect to such transaction, the resulting, surviving or transferee Person shall
have Consolidated Net Worth in an amount which is not less than the Consolidated
Net Worth of such Person prior to such transaction:

                  (a) any Subsidiary of Borrower may be merged or consolidated
with or into Borrower (PROVIDED, HOWEVER, that Borrower shall be the continuing
or surviving corporation) or with or into any one or more Wholly-Owned
Subsidiaries of Borrower (PROVIDED, HOWEVER, that the (i) Wholly-Owned
Subsidiary or Subsidiaries shall be the continuing or surviving corporation and
(ii) in the case of any merger or consolidation between Subsidiaries at least
one of that is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the
surviving Person); and

                  (b) any Wholly-Owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to Borrower or any other Wholly-Owned Subsidiary of Borrower.

                  6.6 RESTRICTED PAYMENTS. Either: (i) declare or pay any
dividend or make any distribution on or in respect of its Capital Stock or to
the direct or indirect holders of its Capital Stock (except dividends or
distributions payable solely in its Non-Convertible Capital Stock or in options,
warrants or other rights to purchase its Non-Convertible Capital Stock and
except dividends or distributions payable to Borrower or a Subsidiary of
Borrower) or (ii) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of Borrower (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Investment
being hereinafter referred to as a "Restricted Payment"); PROVIDED, HOWEVER,
that, Borrower may make Restricted Payments during such time as no Event of
Default or Unmatured Event of Default has occurred and is continuing or would
result therefrom.

                  6.7 DISTRIBUTIONS FROM SUBSIDIARIES. Create or otherwise cause
or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary of Borrower to (i) pay dividends or make any
other distributions on its Capital Stock or pay any Indebtedness or other
obligation owed to Borrower or any of its other Subsidiaries, (ii) make any
loans or advances to Borrower or any of its other Subsidiaries, or (iii)
transfer any of its property or assets to Borrower or any of its other
Subsidiaries, except:

<PAGE>

                  (a) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Closing Date and reflected on SCHEDULE 6.7(a)
hereto;

                  (b) any encumbrance or restriction with respect to a
Subsidiary of Borrower pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of Borrower or was acquired by Borrower (other than
Indebtedness issued as consideration in, or to provide all or any portion of the
funds utilized to consummate, the transaction or series of related transactions
in contemplation of or pursuant to which such Subsidiary became a Subsidiary or
was acquired by Borrower) and outstanding on such date;

                  (c) any such encumbrance or restriction consisting of
customary non-assignment provisions in leases governing leasehold interests to
the extent such provisions restrict the transfer of the lease; and

                  (d) in the case of clause (iii) above, restrictions contained
in security agreements securing Indebtedness of a Subsidiary of Borrower to the
extent such restrictions restrict the transfer of the property subject to such
security agreements.

                  6.8 SALES OF ASSETS AND SUBSIDIARY STOCK. Make any Asset
Disposition unless Borrower or such Subsidiary receives consideration at the
time of such Asset Disposition at least equal to the fair market value, as
determined in good faith by the board of directors of such Person (including a
determination as to the value of all noncash consideration), of the shares and
assets subject to such Asset Disposition. The Net Proceeds of any Material Asset
Disposition shall be applied in the manner set forth in subsection 2.8.

                  6.9 INVESTMENTS. Make any Investments except for
 Permitted Investments.

                  6.10 TRANSACTIONS WITH AFFILIATES. Conduct any business or
enter into any transaction or series of similar transactions (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of Borrower or any legal or beneficial owner of 5%
or more of any class of Capital Stock of Borrower or with any Affiliate of such
owner (other than a Wholly-Owned Subsidiary of Borrower or an employee stock
ownership plan for the benefit of Borrower's or any of its Subsidiaries'
employees) unless the terms of such business, transaction or series of
transactions are (i) as favorable to Borrower or such Subsidiary as terms that
would be obtainable at the time for a comparable transaction or series of
similar transactions in arm's-length dealings with an unrelated third person or,
if such transaction is not one which by its nature could be obtained from such
person, is on fair and reasonable terms and (ii) are in the ordinary course of
business or, if not in the ordinary course of business, are set forth in writing
and the board of directors of Borrower or such Subsidiary, as the case may be,
has determined in good faith that such business or transaction or series of
transactions meets the applicable criteria set forth in clause (i) above.

                  6.11 SALE-LEASEBACKS. Lease any property as lessee in
connection with a Sale and Leaseback Transaction entered into after the Closing
Date if, at the time of such entering into and after giving effect thereto,
Attributable Debt for such Sale and Leaseback Transaction and for all Sale and
Leaseback Transactions so entered into by Borrower and its Subsidiaries

<PAGE>


during the immediately preceding 365 day period, when added (without
duplication) to (i) all Indebtedness outstanding secured by Liens and
permitted under clause (viii) of the definition of Permitted Liens, (ii) the
aggregate amount of Indebtedness then outstanding and permitted under
subsection 6.2(c) and (iii) the amount of Guarantee Obligations outstanding
and permitted under subsection 6.3(g) shall exceed 15% of Consolidated Net
Tangible Assets.

                  6.12 FISCAL YEAR. Change the fiscal year of Borrower.

                  6.13 AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Amend, modify or
waive, or permit any amendment, modification or waiver as to any material
provision of its articles of incorporation, by-laws or other similar governing
documents if such amendment, modification or waiver would adversely affect the
interests of Administrative Agent or the Lenders.

                  6.14 ACCOUNTING CHANGES. Make or permit to be made any change
in accounting policies affecting the presentation of financial statements or
reporting practices from those employed by it on the date hereof, unless (i)
such change is required by GAAP, (ii) such change is disclosed to the Lenders
through Administrative Agent or otherwise and (iii) relevant prior financial
statements that are affected by such change are restated (in form and detail
satisfactory to Administrative Agent) as may be required by GAAP to show
comparative results.

                  6.15 LINES OF BUSINESS. Enter into or acquire any line of
business which is not reasonably related to the business engaged in as of the
date hereof.

                                 ARTICLE VII

                              EVENTS OF DEFAULT

                  7.1 EVENTS OF DEFAULT. If any of the events, acts, conditions
or occurrences (each, an "Event of Default") hereinafter set forth shall occur
or exist (for any reason whatsoever, and whether such happening shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in accordance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) FAILURE TO MAKE PAYMENTS WHEN DUE. (i) Borrower shall
default in the payment when due of principal on any Loan in accordance with the
terms hereof; or (ii) Borrower shall default in the payment when due of interest
on any Loan in accordance with the terms hereof and such default shall continue
for five (5) days after the date when due; or (iii) Borrower shall default in
the payment when due of any other amount owing hereunder or any other Loan
Document and such default shall continue for ten (10) days after the date when
due; or

                  (b) REPRESENTATIONS. Any representation or warranty made or
deemed to be made by Borrower or any Loan Party herein or in any document,
instrument or certificate delivered pursuant hereto shall prove to have been
incorrect or misleading in any material respect on or as of the date made or
deemed made; or

<PAGE>

                  (c) BREACH OF CERTAIN COVENANTS. Borrower shall fail to
perform or comply with any term or condition contained in Article VI other than
nonconsensual Liens under Section 6.4 or subsection 5.3 (a); or

                  (d) OTHER DEFAULTS UNDER AGREEMENT OR LOAN DOCUMENTS. Borrower
or any of its Subsidiaries shall default in the performance or observance of any
term, covenant, condition or agreement contained in this Agreement (other than
as provided in clauses (a), (b) or (c) of this subsection 7.1), and such default
shall continue unremedied for a period of 30 days after written notice thereof
shall have been given to Borrower by Administrative Agent or the Majority
Lenders; or

                  (e) DEFAULT UNDER OTHER AGREEMENTS. Borrower or any of its
Subsidiaries (i) shall default in the payment when due (after giving effect to
any applicable grace period), whether at stated maturity or otherwise, of
principal or interest in respect of Indebtedness having an aggregate principal
amount of $10,000,000 or more; or (ii) shall fail to perform or observe any
other condition or covenant, or any other event shall occur or condition exist,
under any agreement or instrument relating to any such Indebtedness, if the
effect of any such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause (determined without regard to whether any
notice of acceleration or similar notice is required), such Indebtedness to be
declared to be due and payable prior to its stated maturity, or cash collateral
in respect thereof to be demanded; or

                  (f) JUDGMENTS. One or more judgments or decrees shall be
entered against Borrower or any of its Subsidiaries involving, individually or
in the aggregate, a liability of $10,000,000 or more and all such judgments or
decrees shall not have been vacated, discharged or stayed pending appeal within
sixty (60) days from the entry thereof but in any event prior to the
commencement of enforcement proceedings; or

                  (g) VOLUNTARY INSOLVENCY, ETC. Borrower or any of its Material
Subsidiaries shall become insolvent, generally fail to pay, or state in writing
or publicly its inability or unwillingness to pay, its debts as they become due
or call a meeting of creditors for the purpose of adjusting its debts; or
Borrower or any of its Material Subsidiaries shall become insolvent or shall
voluntarily commence any proceeding or file any petition under any bankruptcy,
insolvency or similar law seeking dissolution or reorganization or the
appointment of a receiver, trustee, custodian or liquidator for it or a
substantial portion of its property, assets or business, or to effect a plan or
other arrangement with its creditors, or shall file any answer admitting the
jurisdiction of the court and the material allegations of an involuntary
petition filed against it in any bankruptcy, insolvency or similar proceeding,
or shall be adjudicated bankrupt, or shall make a general assignment for the
benefit of creditors, or shall consent to, or acquiesce in the appointment of, a
receiver, trustee, custodian or liquidator for a substantial portion of its
property, assets or business; or

                  (h) INVOLUNTARY INSOLVENCY, ETC. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Borrower or any of its
Material Subsidiaries under any bankruptcy, insolvency or similar law or seeking
the dissolution or reorganization of it or the appointment of a receiver,
trustee, custodian or liquidator for it or of a substantial part of its


<PAGE>

property, assets or business, or any writ, judgment, warrant of attachment,
execution or similar process shall be issued or levied against a substantial
part of its property, assets or business, and such proceedings or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded, within sixty
(60) days after commencement, filing or levy, as the case may be, or any order
for relief shall be entered in any such proceeding; or

                  (i) UNENFORCEABILITY. This Agreement shall cease for any
reason to be in full force and effect (other than by reason of the satisfaction
of all Borrower's or any of its Subsidiaries' obligations thereunder) or
Borrower or any of its Subsidiaries or any other Person (other than the Lenders
or Administrative Agent) shall disavow its obligations under any provision
hereof or thereof, or shall deny that it has any or further obligations under
any provision thereof, or shall contest the validity or enforceability of any
provision thereof; or

                  (j) ERISA. (i) A Reportable Event or Reportable Events, or a
failure to make a required installment or other payment (within the meaning of
Section 412(n)(l) of the Code), shall have occurred with respect to any Plan or
Plans that would reasonably be expected to result in liability of Borrower to
the PBGC or to a Plan in an aggregate amount exceeding $10,000,000 and the
Administrative Agent shall have notified Borrower in writing that (x) the
Majority Lenders have made a determination that, on the basis of such Reportable
Event or Reportable Events or such failure to make a required payment, there are
reasonable grounds (A) for the termination of such Plan or Plans by the PBGC,
(B) for the appointment by the appropriate United States District Court of a
trustee to administer such Plan or Plans or (C) for the imposition of a lien in
favor of a Plan and (y) as a result thereof an Event of Default exists
hereunder; or a Termination Event shall have occurred; or

                  (ii) The Borrower or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan and the amount of the
         Withdrawal Liability specified in such notice, when aggregated with all
         other Withdrawal Liabilities (determined as of the date or dates of
         such notification), exceeds $10,000,000; or

                  (iii) Borrower or any ERISA Affiliate shall have been notified
         by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
         in reorganization or is being terminated, within the meaning of Title
         IV of ERISA, if solely as a result of such reorganization or
         termination the aggregate annual contributions of Borrower and its
         ERISA Affiliates to all Multiemployer Plans that are then in
         reorganization or have been or are being terminated have been or will
         be increased over the amounts required to be contributed to such
         Multiemployer Plans for their most recently completed plan years by an
         amount exceeding $10,000,000; or

                  (k) CHANGE OF CONTROL.  A Change of Control shall occur; or

                  (l) ENVIRONMENTAL DEFAULT. The Borrower or any of its
Subsidiaries shall be the subject of any proceeding or investigation pertaining
to the release by Borrower or any of its Subsidiaries, or any other Person of
any toxic or hazardous waste or substance into the


<PAGE>

environment, or any violation of any Environmental Law, which, in either
case, would reasonably be expected to have a Material Adverse Effect.

THEN, and in any such event (except an Event of Default specified in paragraph
(g) or (h) of this subsection) and at any time thereafter while an Event of
Default is continuing, Administrative Agent may with the consent of Majority
Lenders, and at the direction of the Majority Lenders shall, take one or more of
the following actions: (A) declare the Revolving Commitments terminated,
whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate
immediately and all fees and other amounts accrued in accordance with this
Agreement shall forthwith become due and payable without any other notice of any
kind; (B) declare all sums then owing by Borrower hereunder and under the Notes
to be forthwith due and payable, whereupon all such sums shall become and be
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by Borrower; and (C) exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law; PROVIDED, HOWEVER, that
if an Event of Default specified in paragraph (g) or (h) of this subsection
shall occur, the result which would occur upon the giving of notice by
Administrative Agent to Borrower, as specified in clauses (A) or (B) above,
shall occur automatically without the giving of any such notice. Promptly
following the making of any such declaration, Administrative Agent shall give
notice thereof to Borrower and each Lender, but failure to notify any Person
shall not impair the effect of such declaration. If any Lender which made a
Competitive Loan shall suffer an Event of Default under subsection 7.1(a) due to
Borrower's failure to pay any amount of principal of or interest on any
Competitive Loan, such Lender may send a written request to Administrative Agent
to obtain approval of the Majority Lenders to terminate the Revolving
Commitments and, if such approval is not obtained within ten Business Days after
the date such request is received, the requesting Lender (or assignee) may
commence enforcement of such default by any and all legal means. Any payments
received after the Lenders have taken action pursuant to paragraph (B) above
shall be allocated ratably among the Committed Loans and the Competitive Loans.

                  7.2 RESCISSION OF ACCELERATION. Anything in subsection 7.1 to
the contrary notwithstanding, Administrative Agent shall, at the request of the
Majority Lenders, rescind and annul any acceleration of the Notes under this
Agreement by written instrument filed with Borrower; PROVIDED, HOWEVER, that at
the time such acceleration is so rescinded and annulled:

                  (i) all past due interest and principal, if any, on the Notes
         and all other sums payable under this Agreement (except any principal
         and interest on any Notes which has become due and payable solely by
         reason of such acceleration) shall have been duly paid, and

                  (ii) no other Event of Default or Unmatured Event of Default
         shall have occurred and be continuing which shall not have been waived
         in accordance with this Agreement.

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

<PAGE>

                                 ARTICLE VIII

                              ADMINISTRATIVE AGENT

                  8.1 APPOINTMENT AND AUTHORIZATION. Each Lender hereby
irrevocably appoints, designates and authorizes BT as Administrative Agent (and
each holder of any Note by the acceptance of such Note shall be deemed
irrevocably to have authorized Administrative Agent) to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto (including, without limitation, to
give notices and take such actions on behalf of the Majority Lenders as are
consented to in writing by the Majority Lenders). Administrative Agent may
perform any of its duties hereunder, or under the other Loan Documents, by or
through its agents or employees.

                  8.2 NATURE OF DUTIES. Administrative Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement.
The duties of Administrative Agent shall be mechanical and administrative in
nature. EACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT ADMINISTRATIVE AGENT
SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, A
FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing in any of the
Loan Documents, expressed or implied, is intended to or shall be so construed as
to impose upon Administrative Agent any obligations in respect of any of the
Loan Documents except as expressly set forth herein or therein. Each Lender
shall make its own independent investigation of the financial condition and
affairs of Borrower in connection with the making and the continuance of the
Loans hereunder and shall make its own appraisal of the credit worthiness of
Borrower, and Administrative Agent shall have no duty or responsibility, either
initially or on a continuing basis, to provide any lender with any credit or
other information with respect thereto, whether coming into its possession
before making of the Loans or at any time or times thereafter. Administrative
Agent will promptly notify each Lender at any time that the Majority Lenders
have instructed it to act or refrain from acting pursuant to Article VII.

                  8.3 LIABILITY OF ADMINISTRATIVE AGENT. Administrative
Agent, its Affiliates, or any of their respective officers, directors,
employees, agents, affiliates or attorneys-in-fact (collectively, the
"Agent-Related Persons") shall not (i) be liable to any of the Lenders for
any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document (except for their own gross
negligence or willful misconduct), or (ii) be responsible in any manner to
any of the Lenders for any recital, statement, representation or warranty
made by Borrower or Affiliate of Borrower, or any officer thereof, contained
in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or
received by Administrative Agent, or the Co-Agent under or in connection
with, this Agreement or any other Loan Document, or the execution, validity,
effectiveness, genuineness, enforceability, collectibility or sufficiency of
this Agreement or any other Loan Document, or for any failure of Borrower to
perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance of any of the terms or provisions contained in,
or conditions of, this Agreement or any other Loan Document, or the


<PAGE>


financial condition of Borrower, or the existence or possible existence of
any Unmatured Event of Default or Event of Default unless requested to do so
by the Majority Lenders, or to inspect the properties, books or records of
Borrower or any of its Subsidiaries or Affiliates.

                  8.4 RELIANCE BY ADMINISTRATIVE AGENT.

                  (a) The Lenders agree that Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to Borrower), independent accountants and other
experts selected by Administrative Agent. Administrative Agent may at any time
request instructions from the Lenders with respect to actions or approvals
(including the failure to act or approve) which by the terms of any of the Loan
Documents Administrative Agent is permitted or required to take or to grant. The
Lenders agree that Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Majority Lenders
as it deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Lenders agree that Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Majority
Lenders and such request or consent and any action taken or failure to act
pursuant thereto shall be binding upon all of the Lenders.

                  (b) For purposes of determining compliance with the conditions
specified in subsections 4.1, 4.2 and 4.3, each Lender that has executed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender, unless an officer
of Administrative Agent, responsible for the transactions contemplated by the
Loan Documents shall have received notice from the Lender prior to the initial
Borrowing specifying in reasonable detail its objection thereto and either such
objection shall not have been withdrawn by notice to Administrative Agent to
that effect, or the Lender shall not have made available to Administrative Agent
the Lender's ratable portion of such Borrowing.

                  8.5 NOTICE OF DEFAULT. Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Event of Default or
Unmatured Event of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to Administrative Agent for the
account of the Lenders, unless Administrative Agent shall have received written
notice from a Lender or Borrower referring to this Agreement, describing such
Event or Default or Unmatured Event of Default and stating that such notice is a
"notice of default". In the event that Administrative Agent receives such a
notice, Administrative Agent shall give notice thereof to the Lenders.
Administrative Agent shall take such action with respect to such Event of
Default or Unmatured Event of Default as shall be requested by the Majority
Lenders in accordance with Article VII; PROVIDED, HOWEVER, that unless and until
Administrative Agent shall have received any such request, Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Event of

<PAGE>

Default or Unmatured Event of Default as it shall deem advisable or in the
best interest of the Lenders.

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

                  8.7 INDEMNIFICATION. The Lenders shall indemnify upon demand
the Agent-Related Persons (to the extent not reimbursed by or on behalf of
Borrower and without limiting the obligation of Borrower to do so), ratably
according to each Lender's Commitment Percentage from and against any and all
liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, and reasonable expenses and disbursements of any kind
whatsoever which may at any time (including at any time following the repayment
of the Loans) be imposed on, incurred by or asserted against any such Person any
way relating to or arising out of this Agreement or any document contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by any such Person under or in connection
with any of the foregoing; PROVIDED, HOWEVER, that no Lender shall be liable for
the payment to the Agent-Related Persons of any portion of such liabilities,
obligations, losses, damages, claims, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Person's gross negligence
or willful misconduct. Without limitation of the foregoing, each Lender shall
reimburse Administrative Agent upon demand for its ratable share of any
reasonable costs or out-of-pocket expenses (including Attorney Costs) incurred
by Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein to the extent that
Administrative Agent is not reimbursed for such expenses by or on behalf of
Borrower. Without limiting the generality of the foregoing, if the IRS or any
authority of the U.S. or other jurisdiction asserts a claim that Administrative
Agent did not properly withhold tax


<PAGE>

from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because
such Lender failed to notify Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Lender shall indemnify
Administrative Agent fully for all amounts paid, directly or indirectly, by
Administrative Agent as tax or otherwise, including penalties and interest,
and including any taxes imposed by any jurisdiction on the amounts payable to
Administrative Agent under this subsection 8.7, together with all Attorney
Costs. The obligation of the Lenders in this subsection 8.7 shall survive the
payment of all Obligations hereunder and termination of the Agreement.

                  8.8 ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY.
Administrative Agent and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory or other
business with Borrower and its Subsidiaries and Affiliates as though
Administrative Agent were not Administrative Agent hereunder and without notice
to the Lenders. With respect to its Loans, Administrative Agent shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not Administrative Agent hereunder or under any other
Loan Document, including, without limitation, the acceptance of fees or other
consideration for services without having to account for the same to any of the
Lenders. The terms "Lender" and "Lenders" shall include BT in its individual
capacity.

                  8.9 RESIGNATION BY ADMINISTRATIVE AGENT.

                  (a) Administrative Agent may resign from the performance of
all its functions and duties hereunder at any time by giving fifteen (15)
Business Days' prior written notice to Borrower and the Lenders. Such
resignation shall take effect upon the acceptance by a successor Administrative
Agent of appointment pursuant to clauses (b) and (c) below or as otherwise
provided below.

                  (b) Upon any such notice of resignation, the Majority Lenders
shall appoint a successor Administrative Agent who shall (unless an Event of
Default has occurred and is continuing) be satisfactory to Borrower and shall be
an incorporated bank or trust company.

                  (c) If a successor Administrative Agent shall not have been so
appointed within said 15 Business Day period, Administrative Agent, with the
consent of Borrower, shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent until such time, if any, as the Majority
Lenders, with the consent of Borrower, appoint a successor Administrative Agent
as provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) by the 20th Business Day after the date such
notice of resignation was given by Administrative Agent, Administrative Agent's
resignation shall become effective and the Majority Lenders shall thereafter
perform all the duties of Administrative Agent hereunder until such time, if
any, as the Majority Lenders, with the consent of Borrower, appoint a successor
Administrative Agent as provided above.


<PAGE>

                  (e) Upon the effective date of such resignation, only such
successor Administrative Agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor agent and the retiring Administrative Agent's rights,
powers and duties in such capacity shall be terminated. After any retiring
Administrative Agent resigns hereunder as Administrative Agent the provisions of
this Article VIII and subsection 9.4 shall inure to their respective benefit as
to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement; except with respect to indemnification provisions
under this Agreement which shall survive as to such resigning Administrative
Agent.

                                  ARTICLE IX

                                MISCELLANEOUS

                  9.1 NO WAIVER; MODIFICATIONS IN WRITING. (a) No failure or
delay on the part of any Agent or any Lender in exercising any right, power or
remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for in this Agreement are cumulative and are not exclusive
of any remedies that may be available to any Agent or any Lender at law or in
equity or otherwise. No amendment, modification, supplement, termination or
waiver of or to any provision of this Agreement or any Revolving Note, nor
consent to any departure by Borrower therefrom, shall be effective unless the
same shall be consented to by or on behalf of the Majority Lenders; PROVIDED,
HOWEVER, that the consent of all of the Lenders shall be required to effect any
amendment, modification, supplement, termination, waiver or consent, as the case
may be (any of the foregoing, a "Modification"), which has the effect of

                  (i) reducing the aggregate principal amount of, or interest
         rate on, any of the Revolving Notes or releasing any Subsidiary
         Guarantor (other than as a result of a transaction permitted by
         subsection 6.5 or an Asset Disposition made in accordance with the
         terms of this Agreement) or the aggregate amount of any fees provided
         for in this Agreement, except that any Modification that has the effect
         of reducing the aggregate amount of any fees payable to Administrative
         Agent for its own account shall require only the consent of
         Administrative Agent;

                  (ii) extending the stated final maturity of any of the
         Revolving Commitments or the Revolving Notes or the date of any portion
         of any payment of principal of, or interest or fees in respect of, any
         of the Revolving Commitments or the Revolving Notes (other than by way
         of (a) Modification of any provision for, or having the effect of
         requiring, any mandatory prepayment of any portion of any Loan, or (b)
         Modification or waiver of any Event of Default (other than an Event of
         Default described in subsection 7.1(a)(i), 7.1(g) or 7.1(h)) or
         Unmatured Event of Default); or

                  (iii) changing this proviso or the first sentence of
         subsection 9.9(a), reduce the percentage specified in the definition of
         the term "Majority Lenders", or (except in connection with a permitted
         assignment by any Lender under this Agreement) the definition of the
         terms "Revolving Commitment" or "Commitment Percentage" (it being
         understood with respect to all of the foregoing that, with the consent
         of the Majority Lenders, additional extensions of credit pursuant to
         this Agreement may be included in

<PAGE>


         the determination of the Majority Lenders on substantially the same
         basis as the extensions of Revolving Commitments are included in
         such determination on the date hereof);

PROVIDED, HOWEVER, that the consent of Administrative Agent shall be required to
effect any Modification that has the effect of (x) increasing the duties or
obligations of Administrative Agent, (y) increasing the standard of care or
performance required on the part of Administrative Agent, or (z) reducing or
eliminating the indemnities, exculpations or immunities to which Administrative
Agent is entitled; PROVIDED, FURTHER, that no Modification shall increase the
Revolving Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Events of Default or Unmatured
Events of Default shall not constitute an increase of the Commitment of any
Lender, and that an increase in the available portion of any Commitment of any
Lender shall not constitute an increase in the Commitment of such Lender);
PROVIDED FURTHER, HOWEVER, that any Modification which has the effect of
reducing the aggregate principal amount of, or interest rate on, any of the
Competitive Loans shall only require the consent of the Competitive Lender
making such Competitive Loan.

                  Any Modification of or to any provision of this Agreement
shall be effective only in the specific instance and for the specific purpose
for which made or given and only if in writing. Except where notice is
specifically required by this Agreement, no notice to or demand on Borrower or
any other Person in any case shall entitle Borrower or such other Person to any
other or further notice or demand in similar or other circumstances.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (a)(i) through (iii), inclusive, of the first proviso to
the third sentence of SUBSECTION (a), the consent of the Majority Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant
to SUBSECTION 2.21 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed amendment, modification, supplement.
waiver, discharge, termination or other change or (B) terminate such
non-consenting Lender's Revolving Commitment and repay all outstanding Loans of
such Lender which gave rise to the need to obtain such Lender's consent, in
accordance with SUBSECTION 2.6(b) and/or 2.7(d); PROVIDED that, unless the
Revolving Commitment terminated and Loans repaid pursuant to the preceding
clause (B) are immediately replaced in full at such time through the addition of
new Lenders or the increase of the Commitments and/or outstanding Loans of
existing Lenders (who in each case must specifically consent thereto), then in
the case of any action pursuant to preceding clause (B) the Majority Lenders
(determined before giving effect to the proposed action) shall specifically
consent thereto, PROVIDED, FURTHER, that in any event Borrower shall not have
the right to replace a Lender, terminate its Revolving Commitment or repay its
Loans solely as a result of the exercise of such Lender's rights (and the
withholding of any required consent by such Lender) contemplated by the first
proviso to this SUBSECTION 9.1(b).

<PAGE>

                  9.2 FURTHER ASSURANCES. Borrower agrees to do, and to cause
each Subsidiary to do, such further acts and things and to execute, acknowledge
and deliver to the Lenders and/or Administrative Agent such assignments,
agreements, documents, powers, instruments and opinions of counsel as any such
Person may reasonably require or deem advisable to carry into effect the
purposes of this Agreement or any of the Loan Documents or to better assure and
confirm unto Administrative Agent and/or the Lenders, as applicable, their
respective rights, powers and remedies under this Agreement.

                  9.3 NOTICES, ETC. Except where telephonic instructions or
notices are authorized herein to be given, all notices, demands, instructions
and other communications required or permitted to be given to or made upon any
party hereto or any other Person shall be in writing and (except for written
confirmations of telephonic instructions or notices and financial statements
pertaining to Borrower, which may be sent by telex or first-class mail, postage
prepaid) shall be personally delivered or sent by registered or certified mail,
postage prepaid, return receipt requested, or by a reputable courier delivery
service, or by prepaid telex, TWX or telegram (with messenger delivery specified
in the case of a telegram), or by telecopier, and shall be deemed to be given
for purposes of this Agreement on the third day after deposit in registered or
certified mail, postage prepaid, and otherwise on the day that such writing is
delivered or sent to the intended recipient thereof, or in the case of notice
delivered by telecopy, upon completion of transmission with a copy of such
notice also being delivered under any of the methods provided above, all in
accordance with the provisions of this subsection provided that any notice,
request or demand to or upon any Agent or the Lenders pursuant to subsections
2.1, 2.2, 2.3, 2.6 or 2.12 shall not be effective until received. Unless
otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this subsection, notices, demands, instructions and
other communications in writing shall be given to or made upon the respective
parties hereto at their respective addresses (or to their respective telex, TWX
or telecopier numbers) indicated on SCHEDULE 9.3 attached hereto or in any
applicable Assignment and Assumption Agreement and, in the case of telephonic
instructions or notices, by calling the telephone number or numbers indicated
for such party on SCHEDULE 9.3 attached hereto.

                  9.4 COSTS, EXPENSES AND TAXES; INDEMNITY.

                  (a) Borrower agrees to pay promptly upon request, at any time
and from time to time, all reasonable costs and expenses of Administrative Agent
in connection with the negotiation, preparation, printing, typing, reproduction,
execution, delivery and administration of the Loan Documents, any amendments or
waivers thereto and any other agreements or documents that may be delivered,
from time to time, in connection therewith or to implement any provision
thereof, including, without limitation, reasonable allocated costs of staff
counsel, the reasonable fees and expenses of Winston & Strawn, special counsel
to Administrative Agent, and any local counsel retained by them, from time to
time with respect to advising Administrative Agent as to its rights and
responsibilities under or in respect of any Loan Document (including, without
limitation, the reasonable fees and expenses of any accountants, environmental
engineers, consultants, appraisers or other Persons retained by any of them and
of which Borrower or its counsel shall have been notified prior to such
retention; PROVIDED, HOWEVER, that after the occurrence and during the
continuance of an Event of Default no such notice shall be required) and all
such costs and expenses incurred by any Lender in connection with (i) any and
all amounts which any Agent, or any Lender has paid relative to the curing of


<PAGE>

any Event of Default resulting from the acts or omissions of Borrower or any of
its Affiliates under any Loan Document, (ii) the enforcement of any Loan
Document and the perfection and preservation of any Agent's or any Lender's
rights hereunder or thereunder. In addition, Borrower agrees to pay promptly
upon request, at any time and from time to time, after the occurrence and during
the continuance of an Event of Default, all reasonable costs and expenses of
Administrative Agent and the Lenders (including, without limitation, Attorney
Costs and the reasonable fees and expenses of any accountants, environmental
engineers, consultants, appraisers or other Persons retained by any of them) in
connection with (A) the enforcement of any Lien granted pursuant to any Loan
Document, (B) the collection of any Obligation or (C) with respect to advising
Administrative Agent and the Lenders as to their respective rights and
responsibilities under or in respect of any of the Loan Documents. In addition,
Borrower shall pay, upon the request of Administrative Agent, any and all stamp,
transfer and other taxes or fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of any instrument
or document that may be delivered in connection with this Agreement and/or the
Notes, and agrees to save Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying, or omission to pay, such taxes, fees and expenses.

                  (b) Borrower will indemnify and hold harmless Administrative
Agent and each Lender and each director, officer, employee, agent and Affiliate
of each Agent and each Lender (collectively, the "Indemnified Persons") from and
against all losses, claims, damages, penalties, causes of action, obligations,
costs, expenses or liabilities (including, without limitation, Attorney Costs
and reasonable expenses, consultant fees and investigation fees) (collectively,
"Expenses") to which such Indemnified Person shall become subject, insofar as
such Expenses (or actions, suits or proceedings, including, without limitation,
any inquiry or investigation or claim in respect thereof, whether or not any
Indemnified Person is named as a party) arise out of, in any way relate to, or
result from the transactions contemplated by this Agreement and to reimburse
each Indemnified Person upon its demand, for any legal or other expenses
incurred in connection with investigating, preparing to defend or defending any
such loss, claim, damage, liability, action or claim; PROVIDED, HOWEVER, that
Borrower shall have no obligation to an Indemnified Person hereunder with
respect to indemnified liabilities arising from the gross negligence or willful
misconduct of any such Indemnified Person; and PROVIDED, FURTHER, HOWEVER, that
no Indemnified Person may settle any such action, suit or proceeding without the
consent of Borrower which consent shall not be unreasonably withheld or delayed.
If an action, suit or proceeding arising from any of the foregoing is brought
against any Indemnified Person, Borrower shall, if requested by such Indemnified
Person, resist and defend at its own expense such action, suit or proceeding or
cause the same to be resisted and defended by counsel reasonably satisfactory to
such Indemnified Person. Each Indemnified Person shall have the right to employ
its own counsel to investigate and control the defense of any matter covered by
such indemnity and the reasonable fees and expenses of such counsel shall be at
the expense of the indemnifying party, PROVIDED, HOWEVER, that in any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, Borrower shall not be liable
for fees and expenses of more than one counsel (in addition to any local
counsel), which counsel shall be designated by the Administrative Agent
PROVIDED, FURTHER, HOWEVER, each Indemnified Person shall have the right to
employ separate counsel in any such inquiry, action, claim or proceeding and to
control the defense thereof, and the reasonable fees and expenses of such
counsel shall be at the expense of the Borrower if (i)


<PAGE>

Borrower shall have agreed in writing to pay such fees and expenses or (ii)
such Indemnified Person shall have notified Borrower that it has been advised
by counsel that there may be one or more legal defenses available to such
Indemnified Person that are different from or additional to those available
to the other Indemnified Persons and that such common representation would
adversely impact the adequacy of the proposed representation. If Borrower
shall fail to do, or cause to be done, any act or thing which it has
covenanted to do or cause to be done under this Agreement or any
representation or warranty on the part of Borrower contained in any Loan
Document shall be breached, Administrative Agent may (but shall not be
obligated to) do the same or cause it to be done or remedy any such breach,
and may expend its own funds for such purpose, and will use its best efforts
to give prompt written notice to Borrower that it proposes to take such
action; PROVIDED, HOWEVER, that any failure by Administrative Agent to do any
such act or thing or give any such notice shall not relieve Borrower of any
such obligations and shall not impose or result in the imposition of any
liability on Administrative Agent or any Lender. Any and all amounts so
expended by Administrative Agent shall be due and payable by Borrower
promptly upon Administrative Agent's demand therefor, together with interest
thereon at a rate per annum equal to the Default Rate during the period from
and including the date so demanded by Administrative Agent to the date of
repayment. To the extent that the undertaking to indemnify, pay or hold
harmless Administrative Agent or Lender as set forth in this SUBSECTION 9.4
may be unenforceable because it is violative of any law or public policy,
Borrower shall make the maximum contribution to the payment and satisfaction
of each of the indemnified liabilities which is permissible under applicable
law.

                  (c) The obligations of Borrower under this subsection and the
other indemnification obligations of the Borrower under this Agreement shall be
effective and binding on Borrower irrespective of whether any Loans are made and
shall survive (i) the termination of this Agreement and the discharge of
Borrower's other obligations hereunder and under the Notes and (ii) the
assignment by any Lender of any of its interests herein pursuant to subsection
9.9(c) with respect to any acts, omissions and/or events occurring or arising
prior to the Effective Date of such assignment.

                  (d) Nothing contained in this subsection shall be deemed to
limit or reduce any indemnity in favor of any Agent or any Lender contained in
any other Loan Document or agreement.

                  9.5 CONFIRMATIONS. Each of Borrower and each holder of a Note
agrees, from time to time, upon written request received by it from the other,
to confirm to the other in writing (with a copy of each such confirmation to
Administrative Agent) the aggregate unpaid principal amount of the Loans then
outstanding under such Note and each such holder agrees, from time to time, upon
written request received by it from Borrower, to make the Notes held by it
(including any schedules (or continuation thereof) attached thereto) available
for reasonable inspection by Borrower at the office of such holder.

                  9.6 TRANSFER OF NOTES. In the event that the holder of any
Revolving Note (including any Lender) shall transfer such Note, it shall
immediately advise Administrative Agent and Borrower of such transfer, and
Administrative Agent and Borrower shall be entitled conclusively to assume that
no transfer of any Note has been made by any holder (including any Lender)
unless and until Administrative Agent and Borrower shall have received written
notice


<PAGE>

to the contrary. Each transferee of any Note shall take such Note subject
to the provisions of this Agreement and to any Modification or other action
taken under this Agreement prior to the receipt by Administrative Agent and
Borrower of written notice of such transfer by each previous holder of such Note
and, except as expressly otherwise provided in such notice, Administrative Agent
and Borrower shall be entitled conclusively to assume that the transferee named
in such notice shall thereafter be vested with all rights and powers under this
Agreement with respect to the Loans of the Lender named as the payee of the Note
which is the subject of such transfer.

                  9.7 ADJUSTMENTS; SET-OFF.

                  (a) If, other than as expressly set forth elsewhere herein,
any Lender shall obtain on account of the Committed Loans made by it any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its Commitment Percentage of payments on account of
the Committed Loans obtained by all the Lenders, such Lender shall forthwith (x)
notify Administrative Agent of such fact, and (y) purchase from the other
Lenders such participations in the Committed Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; PROVIDED, HOWEVER, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender, such purchase shall
to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid thereto together with an amount equal to such
paying Lender's Commitment Percentage (according to the proportion of (i) the
amount of such paying Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender, of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error), of participations purchased pursuant to this
subsection 9.7 and will in each case promptly notify the Lenders and Borrower
following any such purchases. Any payments received after the Lenders have taken
action pursuant to this subsection 9.7 shall be allocated ratably among the
Revolving Loans, the Competitive Loans and the Swing Line Loans of all the
Lenders.

                  (b) Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this subsection 9.7 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to subsection 9.7(d)) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.

                  (c) Nothing herein shall require any Lender to exercise any
right of set-off or similar rights or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other Indebtedness or obligation of Borrower.

                  (d) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Borrower or any other Person, any such notice being expressly waived by Borrower
to the extent permitted by applicable law, upon the occurrence of an Event of
Default to set-off and apply against any Obligations any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute

<PAGE>

or contingent, whether matured or unmatured, of Borrower to such Lender, any
amount owing from such Lender or any branch or agency thereof to or for the
credit or account of Borrower. Each Lender agrees promptly to notify Borrower
and Administrative Agent after any such set-off and application made by such
Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not
affect the validity of such set-off and application.

                  9.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement and it shall not be necessary in
making proof of this Agreement to produce more than one such counterpart or
counterparts bearing the signatures of all of the parties thereto.

                  9.9 BINDING EFFECT; ASSIGNMENT; ENTIRE AGREEMENT.

                  (a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that Borrower may not assign or
transfer any of its interest, or delegate any of its duties or obligations,
under this Agreement without the prior written consent of all of the Lenders
signatory hereto. Except as expressly provided to the contrary in this
Agreement, this Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties hereto and their respective
successors and permitted assigns.

                  (b) Subject to subsection 2.20(b) hereof, any Lender may make,
carry or transfer Loans at, to or for the account of any of its branch offices
or the office of an Affiliate of such Lender.

                  (c) (i) Any Lender may at any time and from time to time,
assign to any other Lender or any Affiliate thereof or, with the prior written
consent of Borrower and Administrative Agent, which consent shall not be
unreasonably withheld, assign to any other Eligible Assignee, all or any ratable
part of the Committed Loans and the Revolving Commitments and the other rights
and obligations of such Lender with respect thereto, and shall thereupon be
released from, its obligations attributable to such rights under this Agreement
and the other Loan Documents (including, without limitation, the applicable
ratable portion of its Commitment Percentage of any or all of the Revolving
Loans and Swing Line Loans under this Agreement); PROVIDED, HOWEVER, that

                           (A) each such assignment (other than to another
                  Lender or, to the extent such assignment provides Borrower
                  with recourse to the assigning Lender, any Affiliate thereof)
                  shall be in the amount of $5,000,000 or any larger amount or
                  shall be an assignment of all (but not less than all) of such
                  Lender's rights and obligations under this Agreement and the
                  other Loan Documents;

                           (B) an administrative fee of $3,500 shall have been
                  paid to BT, as Administrative Agent, for BT's account, by the
                  assigning Lender or its assignee in connection with each such
                  assignment; and

<PAGE>

                           (C) the parties to each such assignment shall execute
                  and deliver to Administrative Agent (with a copy to Borrower),
                  for recording in the Register, an Assignment and Assumption
                  Agreement. From and after the "Effective Date" specified in
                  such Assignment and Assumption Agreement (x) the assignee
                  thereunder shall be and become a "Lender" under, and party to,
                  this Agreement and shall have all of the rights and
                  obligations of a Lender hereunder (to the extent of the
                  assignment effected by such Assignment and Assumption
                  Agreement), and its address for notice purposes and Lending
                  and Payment Offices shall be as set forth in such Assignment
                  and Assumption Agreement and (y) the applicable Loans,
                  Commitment Percentages and Available Revolving Commitments
                  shall be adjusted to reflect such assignment. By executing and
                  delivering an Assignment and Assumption Agreement, the Lender
                  that is assignor thereunder and the assignee thereunder
                  confirm to the other parties hereto that such assignee is an
                  Eligible Assignee. Administrative Agent shall maintain at its
                  address referred to in SCHEDULE 9.3 a copy of each Assignment
                  and Assumption Agreement delivered to and accepted by it and a
                  register for the recordation of the names and addresses of the
                  Lenders and their respective Commitment Percentages of the
                  Committed Loans (the "Register"). The entries in the Register
                  shall be conclusive and binding for all purposes, absent
                  manifest error, and Borrower, the Lenders and Administrative
                  Agent may treat each Person whose name is recorded in the
                  Register as a Lender hereunder for all purposes of this
                  Agreement and the other Loan Documents. The Register shall be
                  available for inspection by Borrower or any Lender at any
                  reasonable time and from time to time upon reasonable prior
                  notice to Administrative Agent. At the request of any
                  assigning Lender, Administrative Agent shall acknowledge,
                  agree and consent to any Assignment and Assumption Agreement
                  that appears to comply with the provisions of this subsection,
                  and upon receipt by Administrative Agent of notice from the
                  assigning Lender of the effectiveness of such assignment,
                  Administrative Agent shall record the information contained
                  therein in the Register. Borrower, at its own expense, after
                  receipt of notice from the assigning Lender of the
                  effectiveness of such assignment, shall execute and deliver,
                  to the assignor Lender and the assignee Lender in exchange for
                  the Note or Notes that were assigned in part, replacement
                  Notes and new Notes, as the case may be, payable to the order
                  of the assignor Lender and the assignee Lender, respectively,
                  reflecting their respective Commitment Percentage of the Loans
                  that were the subject of such assignment. Such replacement
                  Notes and new Notes shall be dated such Effective Date of the
                  applicable Assignment and Assumption Agreement and shall
                  otherwise be in substantially the form required by this
                  Agreement.

                  (ii) Each Assignee (other than any Lender organized and
         existing under the laws of the U.S. or any political subdivision in or
         of the U.S.), by executing and delivering an Assignment and Assumption
         Agreement,

                           (A) agrees to execute and deliver to Administrative
                  Agent, as promptly as practicable, four signed copies (two for
                  Administrative Agent and two for delivery by Administrative
                  Agent to Borrower) of Form 1001, Form 4224 or Form W-8 of the
                  IRS (or any successor form or comparable form) claiming
                  complete exemption from withholding and deduction for or on
                  account of United States Federal taxes on or in respect of
                  payments of principal and interest under or in respect of this
                  Agreement (it being understood that if the applicable form is
                  not so

<PAGE>

                  delivered, payments under or in respect of this Agreement
                  may be subject to withholding and deduction);

                           (B) represents and warrants to Borrower and
                  Administrative Agent that the form so delivered is true and
                  accurate and that, as of the Effective Date of the applicable
                  Assignment and Assumption Agreement, each of such assignee
                  Lender's Lending Offices is entitled to receive payments of
                  principal and interest under or in respect of this Agreement
                  without withholding or deduction for or on account of any
                  taxes imposed by the U.S.;

                           (C) agrees to annually hereafter deliver to each of
                  Borrower and Administrative Agent not later than December 31
                  of the year preceding the year to which it will apply, two
                  further properly completed signed copies of Form 1001, Form
                  4224 or Form W-8 of the IRS (or any successor form or
                  comparable form), as appropriate, unless an event has occurred
                  which renders the relevant form inapplicable (it being
                  understood that if the applicable form is not so delivered,
                  payments under or in respect of this Agreement may be subject
                  to withholding and deduction);

                           (D) agrees to promptly notify Borrower and
                  Administrative Agent in writing if it ceases to be entitled to
                  receive payments of principal and interest under or in respect
                  of this Agreement without withholding or deduction for or on
                  account of any taxes imposed by the U.S. or any political
                  subdivision in or of the U.S. (it being understood that
                  payments under or in respect of this Agreement may be subject
                  to withholding and deduction in such event);

                           (E) acknowledges that in the event it ceases to be
                  exempt from withholding and/or deduction of such taxes,
                  Administrative Agent may withhold and/or deduct the applicable
                  amount from any payments to which such assignee Lender would
                  otherwise be entitled, without any liability to such assignee
                  Lender therefor; and

                           (F) agrees to indemnify Borrower and Administrative
                  Agent from and against any and all liabilities, obligations,
                  losses, damages, penalties, actions, judgments, suits, costs
                  or expenses that result from such assignee Lender's breach of
                  any such representation, warranty or agreement.

                  (iii) A Competitive Bid Lender may sell, transfer, assign or
         grant participations to any Eligible Assignee in all or any part of the
         Competitive Loans made by it; PROVIDED, HOWEVER, that in the case of
         any sale, transfer or assignment, Borrower and Administrative Agent
         shall be entitled to treat such Competitive Bid Lender as the holder of
         such Competitive Loans for all purposes hereunder until notified of
         such sale or assignment. Upon notice to Borrower and Administrative
         Agent, any Lender may assign all or any portion of its rights and
         obligations to participate in competitive bidding pursuant to
         subsection 2.3 to a Subsidiary or Affiliate pursuant to an assignment
         and assumption agreement in form satisfactory to Administrative Agent.
         From and after the effective date specified in such assignment and
         assumption agreement, the assignee thereunder (i) shall be and become a
         "Lender" under, and party to, this Agreement and (ii) shall be subject
         to the provisions of each subparagraph of subsection 9.9(c)(ii).


<PAGE>


                  (d) Any Lender party to this Agreement, from time to time and
without the consent of Borrower or any other Person, may pledge or assign for
security purposes any portion of its Loans or any other interests in this
Agreement and the other Loan Documents to any Federal Reserve Bank and may sell
participations in its Loans or any other interests in this Agreement and the
other Loan Documents to another Lender or other Person.

                  (e) In the case of a participation, (i) the Lender shall
remain a "Lender" for all purposes hereunder and the participant shall not
constitute a "Lender" hereunder and the participant shall not have any rights
under this Agreement or any Note, as applicable, or any other Loan Document
delivered in connection therewith (the participant's rights against such Lender
in respect of such participation to be those set forth in the agreement executed
by such Lender in favor of the participant relating thereto) and all amounts
payable by Borrower with respect to increased costs, capital adequacy and
funding losses of any of the Lenders pursuant to this Agreement shall be
determined as if the Lender had not sold such participation and (ii) no
participant or participants, other than an Affiliate of such Lender, shall be
entitled, directly or indirectly, under such agreement with a Lender to require
that such Lender obtain its participant's consent to any Modification of or
under this Agreement, any Note, as applicable, other than those Modifications
that are referred to in clauses (i) and (ii) of subsection 9.1, excluding
Modifications that waive the applicability of any post-default increase in
interest rates.

                  (f) This Agreement and the other Loan Documents constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof.

                  9.10 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

                  (a) Borrower hereby irrevocably and unconditionally submits to
the nonexclusive jurisdiction of any United States Federal or New York State
court sitting in New York County in any action or proceeding arising out of or
relating to this Agreement or any Note, and Borrower hereby irrevocably and
unconditionally agrees that all claims in respect of such action or proceeding
may be heard and determined in any such United States Federal or New York State
court. Any action or proceeding brought against Administrative Agent or any
Lender shall be brought in such United States Federal or New York State court.
Borrower hereby irrevocably appoints CT Corporation System (the "Process
Agent"), with an office on the date hereof at 1633 Broadway, New York, New York
10019, as its authorized agent and attorney-in-fact to receive on behalf of
Borrower and its property service of copies of the summons and complaint and any
other process which may be served in any such action or proceeding brought in
any court in or of the State of New York. Such service may be made by mailing by
certified mail or delivering a copy of such process to Borrower in care of the
Process Agent at the Process Agent's above address and Borrower hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf and agrees that the failure of the Process Agent to give any notice
of any such service to Borrower shall not impair or affect the validity of such
service or of any judgment rendered in any action or proceeding based thereon.
As an alternative method of service, Borrower also irrevocably consents to the
service of any and


<PAGE>

all process in any such action or proceeding brought in any court in or of
the State of New York by the delivery of copies of such process to Borrower
at its address specified in SCHEDULE 9.3 or by certified or registered mail
directed to such address. If for any reason CT Corporation System shall cease
to act as Process Agent or shall cease to maintain an office in the Borough
of Manhattan, New York, New York, Borrower shall appoint forthwith, in the
manner provided for herein, a successor Process Agent qualified to act as an
agent for service of process with respect to all courts in and of the State
of New York. Nothing herein shall affect the right of any Agent, any Lender
or any holder of a Note to serve process in any other manner permitted by law
or otherwise proceed against Borrower in any other jurisdiction.

                  (b) THE PARTIES HERETO HEREBY EXPRESSLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN RESPECT OF ANY ACTION UNDER OR COUNTERCLAIM RELATING TO
THIS AGREEMENT OR ANY NOTE, AND BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION OR PROCEEDING
IN THE RESPECTIVE JURISDICTIONS REFERENCED IN SUBSECTION 9.10(a).

                  9.11 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH SUCH LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

                  9.12 REGISTRY. Borrower hereby designates Administrative Agent
to serve as Borrower's agent, solely for purposes of this SUBSECTION 9.12 to
maintain a register (the "REGISTER") on which it will record the Commitment from
time to time of each of the Lenders, the Loans made by each of the Lenders and
each repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect Borrower's obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is recorded on the Register maintained by
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitment and
Loans shall be recorded by Administrative Agent on the Register only upon the
acceptance by Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to SUBSECTION 9.9. Coincident with
the delivery of such an Assignment and Assumption Agreement to Administrative
Agent for acceptance and registration of assignment or transfer of all or part
of a Loan, or as soon thereafter as practicable, the assigning or transferor
Lender shall surrender the Note evidencing such Loan, and thereupon one or more
new Notes in the same aggregate principal amount then owing to such assignor or
transferor Lender shall be issued to the

<PAGE>

assigning or transferor Lender and/or the new Lender. Borrower agrees to
indemnify Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on,
asserted against or incurred by Administrative Agent in performing its duties
under this SUBSECTION 9.12.

                  9.13 SEVERABILITY OF PROVISIONS. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

                  9.14 HEADINGS. The Table of Contents and Article, subsection
and subsection headings used in this Agreement are for convenience of reference
only and shall not affect the construction of this Agreement.

                  9.15 INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts
payable at any time under this Agreement to each Agent and each Lender shall be
separate and independent debts; each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement; and it shall not be necessary
for any Agent or any other Lender to be joined as an additional party in any
proceeding for such purpose.

                  9.16 SURVIVAL OF REPRESENTATIONS. Unless a longer period is
provided herein, all covenants, agreements and representations in this Agreement
shall survive the making by the Lenders of the Loans and the execution and
delivery to Administrative Agent for the account of the Lenders of the Notes
evidencing the Loans, regardless of any investigation made by any Agent or the
Lenders and of the Agent's and the Lenders' access to any information, and shall
continue in full force and effect until the final and indefeasible payment in
full of the Notes and all of Borrower's obligations under this Agreement and the
termination of the Revolving Commitments in their entirety.

                  9.17 CONFIDENTIALITY. Each of the Lenders severally agrees to
use reasonable efforts to keep confidential all non-public information
pertaining to Borrower or its Subsidiaries which is provided to it by Borrower
or its Subsidiaries, and shall not intentionally disclose such information to
any Person except:

                  (i) to the extent such information is public when received by
         such Lender or becomes public thereafter due to the act or omission of
         any party other than such Lender;

                  (ii) to the extent such information is independently obtained
         from a source other than Borrower or any of its Subsidiaries and such
         information from such source is not, to such Lender's knowledge,
         subject to an obligation of confidentiality or, if such information is
         subject to an obligation of confidentiality, that disclosure of such
         information is permitted;

                  (iii) to counsel, auditors or accountants retained by any
         Agent or any Lender or to Affiliates of any Lender provided they agree
         to keep such information confidential as if such Affiliates were
         Lenders party to this Agreement and to financial institution
         regulators, including examiners of any Lender or any Agent or any
         Affiliate in the course of examinations of such Persons;

<PAGE>

                  (iv) in connection with any litigation or the enforcement or
         preservation of the rights of Administrative Agent or any Lender under
         this Agreement;

                  (v) to the extent required by any applicable statute, rule or
         regulation or court order (including, without limitation, by way of
         subpoena) or pursuant to the request of any regulatory or governmental
         authority having jurisdiction over any Lender; PROVIDED, HOWEVER, that
         such Lender shall endeavor (if not otherwise prohibited by law) to
         notify Borrower prior to any disclosure made pursuant to this clause
         (v), except that no Lender shall be subject to any liability whatsoever
         for any failure to so notify Borrower; or

                  (vi) to the extent disclosure to other financial institutions
         is appropriate in connection with any proposed or actual assignment or
         grant of a participation by any of the Lenders of interests in this
         Agreement and/or any Note to such other financial institutions (who
         will in turn be required to agree to maintain confidentiality as if
         they were Lenders party to this Agreement).

                  9.18 WAIVER OF IMMUNITIES. Subject to subsection 9.10 of this
Agreement, each Lender waives, in relation to any action or proceeding arising
out of or relating to this Agreement or any Note, any sovereign immunity or
other immunity to suit or to execution or attachment to which such Lender or any
of its property may be or become entitled.

<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.

HON INDUSTRIES INC.

By:    /s/ David C. Stuebe
       ------------------------
Name:  David C. Stuebe
       ------------------------
Title: Vice President and CFO
       ----------------------

BANKERS TRUST COMPANY,
individually as a Lender and as
Administrative Agent

By:    /s/ Mary Jo Jolly
       ------------------------
Name:  Mary Jo Jolly
       ------------------------
Title: Assistant Vice President
       ------------------------

                                    LENDERS
<TABLE>
<S>                                      <C>
ABN AMROC BANK N.V.                       CENTRAL STATE BANK

BANK AUSTRIA AG,                          BANQUE NATIONALE DE PARIS
NEW YORK BRANCH
                                          WACHOVIA BANK, N.A.
THE BANK OF NEW YORK
                                          FIRST NATIONAL BANK OF MUSCATINE
CAISSE NATIONALE DE CREDIT
AGRICOLE                                  THE SANWA BANK, LIMITED,
                                          CHICAGO BRANCH
THE FIRST NATIONAL BANK OF CHICAGO

THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH

COREST ATES BANK, N.A.

THE FUJI BANK, LIMITED

THE NORTHERN TRUST COMPANY

THE INDUSTRIAL BANK OF JAPAN, LIMITED
</TABLE>


<PAGE>



                 FIRST AMENDMENT TO CREDIT AGREEMENT & WAIVER

                  This First Amendment to Credit Agreement & Waiver (this
"FIRST AMENDMENT") dated as of October 20, 1997 is by and among HON
Industries Inc. (the "BORROWER"), Bankers Trust Company, in its individual
capacity and as administrative agent for the Lenders (the "ADMINISTRATIVE
AGENT"), and the financial institutions from time to time party to the Credit
Agreement described below (the "LENDERS").

                               R E C I T A L S:

                  WHEREAS, the Borrower, the Administrative Agent and the
Lenders are parties to a Credit Agreement dated as of June 11, 1997 (as
hereafter amended, restated, supplemented or otherwise modified, the "CREDIT
AGREEMENT"), pursuant to which the Lenders have made and may hereafter make
loans, advances and other extensions of credit to the Borrower;

                  WHEREAS, the Borrower has filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form S-3 (as it
may be amended or supplemented from time to time, the "Registration
Statement") whereby (i) Borrower (a) will issue and sell 800,000 shares of
its Common Stock, par value $1.00 per share (the "Common Stock"), pursuant to
the terms of the U.S. Purchase Agreement to be executed among Borrower,
Bandag, Incorporated (the "Selling Shareholder"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated, William Blair & Company, L.L.C., Robert W. Baird
& Co. Incorporated and McDonald & Company Securities, Inc. as Representatives
of the several U.S. Underwriters named in Schedule A thereto and (b) may
issue and sell to the U.S. Underwriters up to an additional 407,400 shares of
Common Stock if the U.S. Underwriters elect to exercise their over-allotment
option, (ii) the Selling Shareholder will sell 1,916,000 shares of Common
Stock pursuant to the terms of the U.S. Purchase Agreement, (iii) Borrower
(a) will issue and sell 200,000 shares of Common Stock pursuant to the terms
of the International Purchase Agreement to be executed among Borrower, the
Selling Shareholder, Merrill Lynch International, William Blair & Company,
L.L.C., Robert W. Baird & Co. Incorporated and McDonald & Company Securities,
Inc. as Representatives of the several International Managers named in
Schedule A thereto and (b) may issue and sell to the International Managers
up to an additional 101,850 shares of Common Stock if the International
Managers elect to exercise their over-allotment option and (iv) the Selling
Shareholder will sell 479,000 shares of Common Stock pursuant to the terms of
the International Purchase Agreement (all of the foregoing hereafter
collectively referred to as the "Offering");

                  WHEREAS, the Registration Statement contemplates that the
Borrower will, among other things, pay all expenses of the Offering,
including, without limitation, the Selling Shareholder's pro rata share of
(a) the filing fee payable to the SEC in connection with the filing of the
Registration Statement and (b) the fee payable to the National Association of
Securities Dealers, Inc. (the "NASD") in connection with the NASD's review of
the terms of the Offering, but not including (x) any stamp duties, capital
duties and stock transfer taxes, if any, payable upon the sale of the
Secondary Shares to the Underwriters, (y) any fees and expenses of the
Selling Shareholder's counsel, accountants or other advisors or incidental
expenses of its


<PAGE>


personnel, or (z) the underwriting discounts and commissions attributable to
the Secondary Shares;

                  WHEREAS, on October 2, 1996, Heatilator Inc.
("Heatilator"), a wholly-owned subsidiary of the Borrower consummated the
acquisition of Heat-N-Glo Fireplace Products, Inc., a Minnesota corporation
("Heat-N-Glo"), pursuant to a merger of Heat-N-Glo into Heatilator and the
concurrent acquisition of certain affiliated companies (the "Merger"). The
Merger was effected pursuant to an Agreement and Plan of Merger dated October
2, 1996 between Heatilator and Heat-N-Glo (the "Merger Agreement"). Pursuant
to the Merger, shareholders of Heat-N-Glo received consideration consisting
of an aggregate of $59 million in cash (including cash received pursuant to a
one-day note), a $5 million in principal amount long-term note of Heatilator
(the "Note") and $12 million in aggregate principal amount of 7% Convertible
Debentures of Heatilator (the "Debentures"). The Debentures are convertible
at the option of the holders into shares of Common Stock, $ 1.00 par value,
of Heatilator representing 10% of Heatilator's total issued and outstanding
shares of capital stock. The Notes and Debentures are guaranteed by HON. The
amount of the consideration was determined in arms-length negotiations,
wherein Heatilator and Heat-N-Glo were each represented by independent
counsel. Heatilator has since changed its name to Hearth Technologies Inc.;

                  WHEREAS, the Borrower has requested that the Administrative
Agent and the Lenders waive the occurrence of an Event of Default under the
Credit Agreement as set forth herein and the Lenders and the Administrative
Agent are agreeable to the same, subject to the terms and conditions hereof;

                  WHEREAS, the Borrower, the Administrative Agent and the
Lenders are willing to amend the Credit Agreement as set forth herein all
subject to the express terms and conditions specified in this First
Amendment; and

                  WHEREAS, this First Amendment shall constitute a Loan
Document and these Recitals shall be construed as part of this First
Amendment.

                  NOW, THEREFORE, in consideration of the foregoing and the
agreements, promises and covenants set forth below, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                  1. DEFINITIONS.  Capitalized  terms used but not
otherwise  defined in this First Amendment shall have the meanings ascribed
to them in the Credit Agreement.

                  2. AMENDMENT TO THE CREDIT AGREEMENT.

                  (a) Subject to the conditions of this First Amendment,
Schedule 3.5 to the Credit Agreement is hereby amended by deleting the text
"100%" at the end of the row which begins with the text "HON Financial
Corporation III" and inserting in lieu thereof the text "85%".

                  (b) Subject to the conditions of this First Amendment,
SECTION 6.8 of the Credit Agreement is hereby amended by adding the following
text at the end of such section:


<PAGE>


                     "Notwithstanding the foregoing Hearth Technologies,
                     Inc. (f/n/a Heatilator, Inc.) may issue such shares
                     of its Capital Stock as are necessary in connection
                     with any conversion related to those certain $12
                     million in aggregate principal amount of 7%
                     Convertible Debentures of Heatilator, Inc."

                  3. WAIVERS. (a) The Administrative Agent and the Lenders
hereby waive any Event of Default or Unmatured Event of Default under SECTION
7.1 of the Credit Agreement arising out of the noncompliance with the terms
of SECTION 6.10 with respect to the transactions described in the second and
third WHEREAS clauses of this First Amendment; (b) The Administrative Agent
and the Lenders hereby waive any Event of Default under SECTION 7.1(e) and
under SECTION 7.1(c) (noncompliance with SECTION 5.3(a) with respect to the
defaults under those agreements of Borrower for which waiver letters are
attached hereto as EXHIBIT A (which waivers relate to the transactions
described in the fourth WHEREAS clause of this First Amendment)).

                           The waiver by the  Administrative  Agent and the
Lenders as described above shall not operate as a consent or waiver of (i)
any other right, power or remedy of the Administrative Agent or the Lenders
under the Loan Documents or (ii) any other Event of Default or Unmatured
Event of Default under the Credit Agreement. Such waiver is only applicable
and shall only be effective in the specific instance and for the specific
purpose for which made or given.

                  4. CONDITIONS PRECEDENT. Notwithstanding any other
provision contained in this First Amendment or any other document, the
effectiveness of this First Amendment is expressly conditioned upon the
satisfaction of each matter set forth in this SECTION 4, all in form and
substance acceptable to the Administrative Agent in its sole and absolute
discretion:

                  (a) FIRST AMENDMENT. The Administrative Agent shall have
received a duly executed copy of this First Amendment signed by the Borrower,
the Administrative Agent and the Required Lenders.

                  (b) WARRANTIES AND REPRESENTATIONS. All of the warranties
and representations of the Borrower contained in the Credit Agreement and in
the other Loan Documents (including, without limitation, in this First
Amendment) shall be true and correct in all material respects on and as of
the date first written above (except those representations and warranties
made expressly as of a different date). The Borrower hereby represents and
warrants that the execution, delivery and performance of this First Amendment
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action and this First Amendment is a
legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as the enforcement thereof may
be subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforcement is sought in a proceeding in equity or at law). In furtherance of
the foregoing, the Borrower hereby represents and warrants that as of the
date first written above each of the conditions precedent contained in this
SECTION 4 has been fully satisfied in accordance with the express terms
thereof.

<PAGE>


                  (c) NO EVENT OF DEFAULT. No Event of Default shall have
occurred and be continuing as of the date first written above, or, will occur
after giving effect to this First Amendment in accordance with its terms.

                  (d) NO LITIGATION. No litigation, investigation,
proceeding, injunction, restraint or other action shall be pending or
threatened against the Borrower or any Affiliate of the Borrower, or any
officer, director, or executive of any thereof, which restrains, prevents or
imposes adverse conditions upon, or which otherwise relates to, the
execution, delivery or performance of this First Amendment.

                  5. FURTHER ASSURANCES. The Borrower hereby agrees, at its
expense, to duly execute, acknowledge and deliver to the Administrative Agent
all agreements, certificates, instruments, opinions and other documents, and
take all such actions, as the Administrative Agent may request in order to
further effectuate the purposes of this First Amendment and to carry out the
terms hereof.

                  6. LIMITATION OF WAIVER. The parties hereto agree and
acknowledge that nothing contained in this Agreement in any manner or respect
limits or terminates any of the provisions of the Credit Agreement or any of
the other Loan Documents other than as expressly set forth herein and further
agree and acknowledge that the Credit Agreement (as amended hereby) and each
of the other Loan Documents remain and continue in full force and effect and
are hereby ratified and confirmed. Except to the extent expressly set forth
herein, the execution, delivery and effectiveness of this Agreement shall not
operate as a waiver of any rights, power or remedy of the Lenders or the
Administrative Agent under the Credit Agreement or any other Loan Document,
nor constitute a waiver of any provision of the Credit Agreement or any other
Loan Document. No delay on the part of any Lender or the Administrative Agent
in exercising any of their respective rights, remedies, powers and privileges
under the Credit Agreement or any of the Loan Documents or partial or single
exercise thereof, shall constitute a waiver thereof. None of the terms and
conditions of this Agreement may be changed, waived, modified or varied in
any manner, whatsoever, except in accordance with SECTION 9.1 of the Credit
Agreement.

                  7. INCORPORATION OF CREDIT AGREEMENT. SECTIONS 9.4 and 9.10
of the Credit Agreement are incorporated herein by reference with the same
effect as if set forth in full herein with only those modifications necessary
to permit such sections to refer to this First Amendment.

                  8. COSTS, EXPENSES AND TAXES. Pursuant to SECTION 9.4 of
the Credit Agreement, the Borrower agrees to pay on demand all costs and
expenses of the Lenders and the Administrative Agent in connection with the
preparation, execution and delivery of this First Amendment including the
reasonable fees and out-of-pocket expenses of counsel to the Administrative
Agent with respect thereto.

                  9. EXECUTION IN COUNTERPARTS. This First Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.

<PAGE>

                  10. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

                  11. HEADINGS. Section headings in this First Amendment are
included herein for convenience of reference only and shall not constitute a
part of this First Amendment for any other purposes.

                              * * * * *


<PAGE>


                  IN WITNESS  WHEREOF,  this First  Amendment  has been duly
executed as of the date first written above.

HON INDUSTRIES INC.

By:    /s/ David C. Stuebe
       ----------------------
Name:  David C. Stuebe
       ----------------------
Title: Vice President and CFO
       ----------------------

BANKERS TRUST COMPANY,
in its individual capacity and as
Administrative Agent

By:    /s/ Robert R. Telesca
       ------------------------
Name:  Robert R. Telesca
       ------------------------
Title: Assistant Vice President
       ------------------------

                              LENDERS
<TABLE>
<S>                                    <C>
ABN AMRO BANK N.V.                      THE NORTHERN TRUST COMPANY

BANK AUSTRIA AG,                        THE INDUSTRIAL BANK OF JAPAN
NEW YORK BRANCH

THE BANK OF NEW YORK                    CENTRAL STATE BANK

CAISSE NATIONALE DE CREDIT AGRICOLE     BANQUE NATIONALE DE PARIS

THE FIRST NATIONAL BANK                 WACHOVIA BANK, N.A.
OF CHICAGO

THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH                          FIRST NATIONAL BANK
                                        OF MUSCATINE

CORESTATES BANK, N.A.                   THE SANWA BANK, LIMITED,
                                        CHICAGO BRANCH
THE FUJI BANK, LIMITED
</TABLE>


<PAGE>


                    SECOND AMENDMENT TO CREDIT AGREEMENT

                  This Second Amendment to Credit Agreement (this
"AMENDMENT") dated as of January 18, 2000 is by and among HON Industries Inc.
(the "BORROWER"), Bankers Trust Company, in its individual capacity and as
administrative agent for the Lenders (the "ADMINISTRATIVE AGENT"), and the
financial institutions party hereto.

                              R E C I T A L S:

                  WHEREAS, the Borrower, the Administrative Agent and various
financial institutions (the "LENDERS") are parties to a Credit Agreement
dated as of June 11, 1997, as amended by a First Amendment to Credit
Agreement and Waiver dated as of October 20, 1997 (as heretofore and
hereafter amended, restated, supplemented or otherwise modified, the "CREDIT
AGREEMENT"), pursuant to which the Lenders have made and may hereafter make
loans, advances and other extensions of credit to the Borrower;

                  WHEREAS, Hearth Technologies Inc. ("HEARTH"), a Subsidiary
of the Borrower, desires to acquire all of the issued and outstanding capital
stock of Allied Fireside, Inc., a Wisconsin corporation ("ALLIED"), and to
acquire substantially all of the assets of Madison Fire Place, Inc., a
Wisconsin corporation ("MADISON"), Fireplace & Spa, Inc., a Wisconsin
corporation ("FPSI"), The Minocqua Fireplace Company, a Wisconsin corporation
("MINOCQUA" and together with Allied, Madison and FPSI, the "ALLIED
COMPANIES"), American Fireplace Company, a Maryland corporation ("AFC"), and
Hearth & Home, Inc., a Maryland corporation ("H&H", and together with "AFC",
the "AFC COMPANIES"), pursuant to a purchase agreement by and among the
shareholders of the Allied Companies, Madison, FPSI, Minocqua, Hearth and the
Borrower (the "ALLIED PURCHASE AGREEMENT") and a purchase agreement by and
among the AFC Companies, Hearth and the Borrower (the "AFC PURCHASE
AGREEMENT" and together with the Allied Purchase Agreement, the "PURCHASE
AGREEMENTS"). The acquisition of the issued and outstanding stock of Allied
and substantially all of the assets of Madison, FPSI, Minocqua and the AFC
Companies pursuant to the Purchase Agreements is referred to herein as the
"ALLIED/AFC ACQUISITION". Following the Allied/AFC Acquisition, the Borrower
intends to contribute the assets acquired from the Allied Companies and the
AFC Companies into a newly-formed, wholly owned Subsidiary of Hearth ("HEARTH
SERVICES"), and to either merge Allied with and into Hearth Services (or a
Subsidiary thereof) or to continue to operate Allied as a wholly-owned
Subsidiary of Hearth. Pursuant to the Purchase Agreements, the shareholders
of the Allied Companies and the AFC Companies will collectively receive
consideration consisting of an aggregate of $75 million in cash, a $4.5
million in principal amount term note of the Borrower (the "NOTE") and $53
million in aggregate principal amount of 5.5% Convertible Debentures due 2005
of Hearth (the "DEBENTURES"). The Debentures are convertible at the option of
the holders into shares of Common Stock, $ 1.00 par value, of Hearth
representing 9.75% of Hearth's total issued and outstanding shares of capital
stock. The Debentures are guaranteed by the Borrower;

                  WHEREAS, the Borrower, the Administrative Agent and the
Majority Lenders are willing to amend the Credit Agreement as set forth
herein all subject to the express terms and conditions specified in this
Amendment; and

<PAGE>

                  WHEREAS, this Amendment shall constitute a Loan Document
and these Recitals shall be construed as part of this Amendment.

                  NOW, THEREFORE, in consideration of the foregoing and the
agreements, promises and covenants set forth below, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                  1. DEFINITIONS.  Capitalized  terms used but not
otherwise defined in this Amendment shall have the meanings ascribed to them
in the Credit Agreement.

                  2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the
conditions of this Amendment:

                  (a) The definition of "Permitted Investment" contained
in SECTION 1.1 of the Credit Agreement is hereby amended by deleting the "."
at the conclusion of clause (xii) thereof, inserting "; and" in lieu thereof
and inserting the following new clause (xiii) immediately following clause
(xii):

                          (xiii) the Allied/AFC Acquisition (as defined in
                  the Second Amendment to Credit Agreement dated as of
                  January 18, 2000 by and among the Borrower, the Agent and
                  the Majority Lenders).

                  (b) SECTION 6.7 of the Credit Agreement is hereby amended
by inserting the following parenthetical clause immediately following the
words "Capital Stock" in clause (i) of such Section:

                  (provided, however, that a requirement that a Subsidiary give
                  the holders of any Indebtedness of such Subsidiary not more
                  than thirty days prior written notice of its intention to pay
                  a dividend to its stockholders shall not be deemed to
                  constitute a consensual encumbrance or restriction).

                  (c) SECTION 6.8 of the Credit Agreement is hereby amended
by deleting the last sentence of such section and inserting the following in
lieu thereof:

                  Notwithstanding the foregoing Hearth Technologies
                  Inc. (f/n/a Heatilator, Inc.) may issue such shares
                  of its Capital Stock as are necessary in connection
                  with any conversion related to those certain $12
                  million in original aggregate principal amount of 7%
                  Convertible Debentures of Heatilator, Inc. and/or
                  those certain $53 million in original aggregate
                  principal amount of 5.5% Convertible Debentures of
                  Hearth Technologies Inc.

                  3. REPRESENTATIONS, WARRANTIES AND COVENANT. The Borrower
hereby represents and warrants that (a) the execution, delivery and
performance of this Amendment and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action; (b) this Amendment is a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms,
except as the

<PAGE>


enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
creditors' rights generally and (ii) general principles of equity (regardless
of whether such enforcement is sought in a proceeding in equity or at law);
(c) as of the date first written above each of the conditions precedent
contained in SECTION 4 has been fully satisfied in accordance with the
express terms thereof; (d) after giving effect to the Allied/AFC Acquisition
on a PRO FORMA basis for the Pro Forma Period (as defined in the definition
of "Permitted Investments" in the Credit Agreement) on the basis that (i)
Indebtedness incurred or assumed in connection with the Allied/AFC
Acquisition was incurred or assumed at the beginning of the Pro Forma Period,
(ii) if such Indebtedness bears interest at a floating rate, interest expense
for the Pro Forma Period shall be calculated at the rate in effect on the
date of the Allied/AFC Acquisition, and (iii) all income and expenses
associated with the assets or entity acquired in connection with the
Allied/AFC Acquisition for the most recently ended four fiscal quarter period
for which such income and expense amounts are available (with good faith
estimates thereof being permitted if financial statements indicating such
amounts are not available) shall be treated as being earned or incurred by
Borrower over the Pro Forma Period on a pro forma basis), no Event of Default
or Unmatured Event of Default would exist under the Credit Agreement; and (e)
the Allied/AFC Acquisition has been approved by the board of directors of
each of the Allied Companies and the AFC Companies. Borrower and its
Subsidiaries will comply with the requirement of subsection 5.10 of the
Credit Agreement with respect to any required execution of the Subsidiary
Guarantee Agreement related to the Allied/AFC Acquisition.

                  4. CONDITIONS PRECEDENT. Notwithstanding any other
provision contained in this Amendment or any other document, the
effectiveness of this Amendment is expressly conditioned upon the
satisfaction of each matter set forth in this SECTION 4, all in form and
substance acceptable to the Administrative Agent in its sole and absolute
discretion:

                  (a) AMENDMENT. The Administrative Agent shall have received
a duly executed copy of this Amendment signed by the Borrower, the
Administrative Agent and the Majority Lenders.

                  (b) WARRANTIES AND REPRESENTATIONS. All of the warranties
and representations of the Borrower contained in the Credit Agreement and in
the other Loan Documents (including, without limitation, in this Amendment)
shall be true and correct in all material respects on and as of the date
first written above (except those representations and warranties made
expressly as of a different date).

                  (c) NO EVENT OF DEFAULT. No Event of Default shall have
occurred and be continuing as of the date first written above, or, will occur
after giving effect to this Amendment in accordance with its terms.

                  (d) NO LITIGATION. No litigation, investigation,
proceeding, injunction, restraint or other action shall be pending or
threatened against the Borrower or any Affiliate of the Borrower, or any
officer, director, or executive of any thereof, which restrains, prevents or


<PAGE>


imposes adverse conditions upon, or which otherwise relates to, the
execution, delivery or performance of this Amendment.

                  5. FURTHER ASSURANCES. The Borrower hereby agrees, at its
expense, to duly execute, acknowledge and deliver to the Administrative Agent
all agreements, certificates, instruments, opinions and other documents, and
take all such actions, as the Administrative Agent may request in order to
further effectuate the purposes of this Amendment and to carry out the terms
hereof.

                  6. REFERENCE TO AND EFFECT ON CREDIT AGREEMENT. The parties
hereto agree and acknowledge that nothing contained in this Agreement in any
manner or respect limits or terminates any of the provisions of the Credit
Agreement or any of the other Loan Documents other than as expressly set
forth herein and further agree and acknowledge that the Credit Agreement (as
amended hereby) and each of the other Loan Documents remain and continue in
full force and effect and are hereby ratified and confirmed. Except to the
extent expressly set forth herein, the execution, delivery and effectiveness
of this Agreement shall not operate as a waiver of any rights, power or
remedy of the Lenders or the Administrative Agent under the Credit Agreement
or any other Loan Document, nor constitute a waiver of any provision of the
Credit Agreement or any other Loan Document. No delay on the part of any
Lender or the Administrative Agent in exercising any of their respective
rights, remedies, powers and privileges under the Credit Agreement or any of
the Loan Documents or partial or single exercise thereof, shall constitute a
waiver thereof. None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner, whatsoever, except in
accordance with SECTION 9.1 of the Credit Agreement.

                  7. INCORPORATION OF CREDIT AGREEMENT. SECTIONS 9.4 and 9.10
of the Credit Agreement are incorporated herein by reference with the same
effect as if set forth in full herein with only those modifications necessary
to permit such sections to refer to this Amendment.

                  8. COSTS, EXPENSES AND TAXES. Pursuant to SECTION 9.4 of
the Credit Agreement, the Borrower agrees to pay on demand all reasonable
costs and expenses of the Lenders and the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment including the
reasonable fees and out-of-pocket expenses of counsel to the Administrative
Agent with respect thereto.

                  9. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument and it shall
not be necessary in making proof of this Amendment to produce more than one
such counterpart or counterparts bearing the signatures of all of the parties
hereto.

                  10. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED AND


<PAGE>


ENFORCED IN ACCORDANCE WITH SUCH LAWS OF SAID STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

                  11. HEADINGS.  Section  headings in this  Amendment
are for convenience of reference only and shall not affect the construction
of this Amendment.

                              * * * * *


<PAGE>


                  IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date first written above.

HON INDUSTRIES INC.


By:    /s/ David C. Stuebe
       ----------------------
Name:  David C. Stuebe
       ----------------------
Title: Vice President and CFO
       ----------------------


BANKERS TRUST COMPANY,
in its individual capacity and as
Administrative Agent


By:    /s/ Robert R. Telesca
       -------------------------
Name:  Robert R. Telesca
       -------------------------
Title: Assistant Vice President
       -------------------------



                              LENDERS
<TABLE>
<S>                               <C>
ABN AMRO BANK N.V.                 FIRST NATIONAL BANK
                                   OF MUSCATINE

BANK AUSTRIA AG,                   FIRST UNION NATIONAL BANK
NEW YORK BRANCH

BANK HAPOALIM B.M.                 THE INDUSTRIAL BANK OF JAPAN

THE BANK OF NEW YORK               MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK

THE FIRST NATIONAL BANK            THE NORTHERN TRUST COMPANY
OF CHICAGO

BANQUE NATIONALE DE PARIS          THE SANWA BANK, LIMITED,
                                   CHICAGO BRANCH

CENTRAL STATE BANK                 WACHOVIA BANK, N.A.

CREDIT AGRICOLE INDOSUEZ
</TABLE>