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                                                                    EXHIBIT 10.3


                           FIFTH AMENDED AND RESTATED

                          LOAN AND SECURITY AGREEMENT

                           DATED AS OF JULY 25, 2001

                                  BY AND AMONG

                              THE GSI GROUP, INC.,

                  LASALLE BANK NATIONAL ASSOCIATION, AS AGENT

                    AND CERTAIN OTHER FINANCIAL INSTITUTIONS
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                                TABLE OF CONTENTS

Recitals                                                             5

ARTICLE I.  DEFINITIONS.                                             5

    1.01    Certain Defined Terms.                                   5
    1.02    Other Interpretative  Provisions.                       21
    1.03    Accounting Principles.                                  22
    1.04    UCC Terms.                                              22

ARTICLE II.  THE LOANS.                                             22

    2.01    Revolving Credit Loans and Term Loans.                  22
    2.02    Interest on Loans.                                      27
    2.03    Maximum Rate Permitted.                                 31
    2.04    Prepayment.                                             31
    2.05    Application of Payments.                                31
    2.06    Fees.                                                   32
    2.07    Payments by Borrowers.                                  32
    2.08    Payments by the Banks to Agent.                         33
    2.09    Sharing of Payments, Etc.                               33

ARTICLE III.  CONDITIONS PRECEDENT                                  34

    3.01    Conditions of Initial Loans and Letters of Credit.      34
    3.02    Conditions of Subsequent Disbursements.                 34

ARTICLE IV.  COLLATERAL SECURITY                                    34

    4.01    Collateral.                                             35
    4.02    Amounts Held by Banks.                                  35
    4.03    Further Collateral.                                     35
    4.04    First Liens.                                            37
    4.05    Representatives and Warranties Regarding Collateral.    37
    4.06    Special Collateral.                                     38
    4.07    Contracts with U.S. Government.                         38
    4.08    Contracts Regarding Collateral.                         38
    4.09    Insurance.                                              40
    4.10    Actions by Agent.                                       41
    4.11    Subsidiary Collateral.                                  41
    4.12    Survival.                                               41
    4.13    Supplemental Documentation.                             41

ARTICLE V.  REPRESENTATIONS AND WARRANTIES                          41
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     5.01     Corporate Existence.                                    42
     5.02     Corporate Authorization.                                42
     5.03     Financial Statements.                                   42
     5.04     No Changes.                                             42
     5.05     Litigation.                                             42
     5.06     No Default.                                             42
     5.07     Use of Proceeds.                                        43
     5.08     Outstanding Debt.                                       43
     5.09     Taxes.                                                  43
     5.10     Compliance.                                             43
     5.11     Governmental Authorization.                             43
     5.12     Title to Properties.                                    43
     5.13     Ownership of Stock.                                     44
     5.14     ERISA Compliance.                                       44
     5.15     Solvency.                                               44
     5.16     Brokerage.                                              44
     5.17     Subordinated Notes.                                     44
     5.18     [RESERVED].                                             44
     5.19     Condition of Business.                                  45
     5.20     Certain Acts and Regulations.                           45
     5.21     Labor Matters.                                          45
     5.22     Intellectual Property.                                  45
     5.23     [RESERVED].                                             46
     5.24     No Untrue Representations.                              46
     5.25     Survival of Representations.                            46

ARTICLE VI.  NEGATIVE COVENANTS                                       46

     6.01     Negative Pledge.                                        46
     6.02     Loans.                                                  46
     6.03     Disposition of Assets.                                  46
     6.04     [RESERVED]                                              46
     6.05     Investments.                                            47
     6.06     Merger, etc.                                            47
     6.07     Change in Business.                                     47
     6.08     Dividends.                                              47
     6.09     Sale - Leaseback.                                       48
     6.10     Prepayment of Debt.                                     48
     6.11     Use of Proceeds.                                        48
     6.12     Margin Stock.                                           48
     6.13     ERISA.                                                  48
     6.14     Other Debt.                                             48
     6.15     Transactions with Affiliates.                           48
     6.16     Deposits.                                               48
     6.17     Fiscal Year.                                            49
     6.18     Subordinated Notes.                                     49
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ARTICLE VII.  AFFIRMATIVE COVENANTS                                   49

     7.01     Financial Statements.                                   49
     7.02     Other Information.                                      50
     7.03     Taxes.                                                  51
     7.04     Maintenance of Property.                                51
     7.05     Comply with Leases.                                     51
     7.06     Maintain Existence; Comply with Law.                    51
     7.07     Books and Records.                                      51
     7.08     Inspection.                                             52
     7.09     Payment of Debt.                                        52
     7.10     ERISA.                                                  52
     7.11     Lock Bock Account.                                      52
     7.12     Insurance.                                              52
     7.13     Accounts.                                               53

ARTICLE VIII.  FINANCIAL COVENANTS                                    53

     8.01     EBITDA.                                                 53
     8.02     Senior Debt to EBITDA.                                  53
     8.03     Capital Expenditures.                                   53
     8.04     Tangible Net Worth.                                     53
     8.05     Fixed Charge Coverage Ratio.                            53

ARTICLE IX.  EVENTS OF DEFAULT                                        53

     9.01     Event of Default.                                       53
     9.02     Remedies.                                               55
     9.03     Powers.                                                 56
     9.04     Valid Notice.                                           56
     9.05     Attorney-in-Fact.                                       56
     9.06     Securities.                                             57

ARTICLE X - AGENT                                                     57

    10.01     Appointment and Authorization; "Agent".                 57
    10.02     Delegation of Duties.                                   58
    10.03     Liability of Agent.                                     58
    10.04     Reliance by Agent.                                      58
    10.05     Notice of Default.                                      58
    10.06     Credit Decision.                                        59
    10.07     Indemnification of Agent.                               59
    10.08     Agent in Individual Capacity.                           60
    10.09     Successor Agent.                                        60
    10.10     Withholding Tax.                                        60
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    10.11    Collateral Matters.                                     61

ARTICLE XI.  MISCELLANEOUS                                           62

    11.01    No Waiver.                                              62
    11.02    Entire Agreement; Amendments and Waivers.               62
    11.03    Costs and Expenses.                                     63
    11.04    Jurisdiction.                                           63
    11.05    Indemnification by Borrower.                            63
    11.06    UCC 9 - 404(1).                                         64
    11.07    Notices.                                                64
    11.08    Counterparts.                                           66
    11.09    Effectiveness.                                          66
    11.10    Governing Law.                                          66
    11.11    Severability.                                           66
    11.12    Everything Material.                                    66
    11.13    Application to Notes.                                   66
    11.14    Further Information.                                    66
    11.15    Exhibits Incorporated.                                  66
    11.16    Time for Performance.                                   66
    11.17    Payments Set Aside.                                     67
    11.18    Assignments, Participations.                            67
    11.19    Set-off.                                                68
    11.20    Automatic Debits of Fees.                               69
    11.21    Notification of Addresses, Lending Offices.             69
    11.22    No Third Parties Benefitted.                            69
    11.23    Guaranty.                                               69
    11.24    Unconditional Obligations.                              69
    11.25    Survival.                                               70
    11.26    Waivers.                                                70
    11.27    No Subrogation.                                         71
    11.28    Bankruptcy.                                             71
<PAGE>

            FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     THIS FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Agreement") is dated as of July 25, 2001 by and among THE GSI GROUP, INC., a
Delaware corporation ("Borrower"), the several financial institutions which are
or may from time to time become parties to this Agreement (each a "Bank" and
collectively, the "Banks") and LASALLE BANK NATIONAL ASSOCIATION, as Agent (as
defined below) for the Banks.

     Recitals

     A.  Borrower and Agent entered into a Loan and Security Agreement dated as
of April 26, 1995 (as amended and restated from time to time through and
including a Fourth Amended and Restated Loan and Security Agreement dated as of
February 4, 1999 among Borrower, Agent and the Banks, as amended through and
including a Third Amendment thereto dated as of April 30, 2001, the "Original
Loan Agreement").

     B.  Borrower, the Banks and Agent desire to further amend and restate the
Original Loan Agreement as set forth herein effective as of the date hereof.

     NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
amend and restate the Original Loan Agreement in its entirety as follows:

     ARTICLE I.  DEFINITIONS.

     1.01  Certain Defined Terms.  The following words and phrases, as used
herein, shall have the following respective meanings:.

     "Account Debtor" shall mean any party who is obligated on any Account
Receivable.

     "Accounts Receivable" shall mean, with respect to any Person, any right of
such Person to payment for goods sold or leased or for services rendered,
whether or not evidenced by an instrument or chattel paper and whether or not
yet earned by performance, including installment contracts.

     "Acquisition" shall mean any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (A) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (B) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (C) a
<PAGE>

merger or consolidation or any other business combination with another Person
(other than a Person that is a Subsidiary).

     "Adjusted LIBOR Rate" shall mean a rate per annum determined pursuant to
the following formula:

     Adjusted LIBOR Rate =             LIBOR
                             100% - Reserve Percentage

     The Adjusted LIBOR Rate shall be adjusted automatically as to all Euro-
Dollar Loans then outstanding as of the effective date of any change in the
Reserve Percentage.

     "Affiliate" shall mean any Person which, directly or indirectly, owns or
controls, on an aggregate basis, including all beneficial ownership and
ownership or control as a trustee, guardian or other fiduciary, Stock having
ordinary voting power to elect a majority of the board of directors
(irrespective of whether, at the time, Stock of any other class or classes of
such corporation have or might have voting power by reason of the happening of
any contingency) of Borrower, or which controls, is controlled by or is under
common control with Borrower or any stockholders of Borrower.

     "Agent" shall mean LaSalle Bank National Association in its capacity as
agent for the Banks and any successor agent pursuant to Section 10.09.

     "Agent-Related Persons" shall mean LBNA and any successor agent arising
under Section 10.09 together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

     "Agent's Payment Office" shall mean the address for payments set forth on
Schedule 6 or such other address as Agent may from time to time specify.

     "Applicable Margin" shall mean with respect to Euro-Dollar Loans and the
Non-Use Fee, the rate per annum determined as set forth below:


Senior Debt to EBITDA Ratio             Applicable Margin
for Euro-Dollar Loans Applicable Margin for Non-Use Fee Applicable Margin for
Floating Rate Loans

Greater Than or Equal to       And Less Than
2.50 to 1                         3.25%        .50%      .75%
2.00 to 1        2.50 to 1        2.75%        .40%      .50%
1.50 to 1        2.00 to 1        2.25%        .30%      .25%
                 1.50 to 1        1.75%        .20%         0

<PAGE>

Any change in the Applicable Margin due to a change in the Senior Debt to EBITDA
Ratio shall take place upon receipt by Agent of the Compliance Certificate
pursuant to Section 7.01(E) indicating such change in the Senior Debt to EBITDA
Ratio.

     "Assignee" shall have the meaning specified in Section 11.18(A).

     "Assignment and Acceptance" shall have the meaning specified in Section
11.18(A).

     "Attorney Costs" shall mean and include all reasonable fees and
disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all disbursements of internal
counsel.

     "Authorized Borrower Representative" shall mean any officer of Borrower
designated as such by resolution of the Board of Directors of Borrower from time
to time, a certified copy of which resolution shall be delivered to Agent.

     "Available RCL Amount" shall mean, with respect to any quarter in
Borrower's fiscal year, (i) $43,100,000 plus (ii) the aggregate amount of
principal payments received by Agent from and after the date hereof in respect
of either of the Term Loans through the end of the immediately preceding
quarter.

     "Avemarau" shall mean Avemarau Equipamentos Agricolas Ltda., a Brazilian
company.

     "Avemarau Debt" shall mean the balance of the purchase price (including any
interest accrued thereon) payable by Borrower to the former shareholders of
Avemarau from time to time pursuant to the Stock Purchase Agreement dated as of
June 30, 1998 among Borrower, Cumberland Do Brazil Ltda.,Leonardo Segatt, Neuri
Segatt, Edemar Segatt, Mari Salate Ractz and Vanderlei Segatt.

     "Bank" shall have the meaning specified in the introductory clause hereto.

     "Borrower" shall have the meaning specified in the preamble hereto.

     "Borrower's Facilities" shall mean the parcels of land owned by Borrower or
DMC, as applicable, that are legally described on Schedule 10, together with all
improvements thereon.

     "Borrowing Base" shall mean at any time the sum of (i) 80% of the unpaid
amount of Eligible Accounts plus (ii) the lesser of (A) 50% of the value of
Eligible Inventory, valued at the lower of cost or market and (B) $30,000,000
plus (iii) the Borrowing Base Overadvance.
<PAGE>

     "Borrowing Base Overadvance" shall mean (i) from April 30, 2001 through and
including September 1, 2001, the sum of $5,000,000, and (ii) from and after
September 2, 2001, zero.

     "Business Day" shall mean any day, other than a Saturday or Sunday, on
which commercial banks are open for domestic business in Chicago, Illinois.

     "Capital Expenditures" shall mean, for any calendar year, Borrower's
capital expenditures (including Capital Lease expense) during such calendar
year, net of dispositions, determined in accordance with GAAP.

     "Capital Lease" shall mean, with respect to any Person, any lease of (or
other agreement conveying the right to use) any real or personal property by
such Person that, in conformity with GAAP, is accounted for as a capital lease
on the balance sheet of such Person.

     "Cash Equivalent Investments" shall mean, as of any date, (A) any evidence
of Debt, maturing not more than one year after such date, issued or guaranteed
by the United States Government or any agency thereof, (B) commercial paper,
maturing not more than one year from the date of issue, or corporate demand
notes, in each case (unless issued by a Bank or its holding company) rated at
least A-1 by Standard & Poor's Rating Group or P-1 by Moody's Investors Service,
Inc., (C) any certificate of deposit (or time deposit represented by such
certificates of deposit) or banker's acceptance, maturing not more than one year
after such time, or overnight Federal Funds transactions that are issued or sold
by any Bank or its holding company or by a commercial banking institution that
is a member of the Federal Reserve System and has a combined capital surplus and
undivided profits of not less than $500,000,000.00, (D) any repurchase agreement
entered into with any Bank (or other commercial banking institution of the
stature referred to in clause (C)) which (i) is secured by a fully perfected
security interest in any obligation of the type described in any of clauses (A)
through (C) and (ii) has a market value at the time such repurchase agreement is
entered into of not less than 100% of the repurchase obligation of such Bank (or
other commercial banking institution) thereunder and (E) shares in money market
funds registered with the Securities and Exchange Commission under Rule 2a-7 of
the Investment Company Act of 1940.

     "Closing" shall have the meaning specified in Section 3.01.

     "Collateral" shall have the meaning specified in Section 4.01.

     "Commitment" shall mean each Bank's Pro Rata Share of the Revolving Credit
Loan Commitment and the Term Loans as designated on Schedule 6.

     "Compliance Certificate" shall mean a certificate substantially in the form
of Exhibit C.
<PAGE>

     "Computer Hardware and Software" means (i) all computer and other
electronic data processing hardware, whether now owned, licensed, leased or
hereafter acquired by Borrower, integrated computer systems, central processing
units, memory units, display terminals, printers, features, computer elements,
card readers, tape drives, hard and soft disk drives, cables, electric supply
hardware, generators, power equalizers, accessories and all peripheral devices
and other related compute hardware, (ii) all software programs, whether now
owned, licensed, leased or hereafter acquired by Borrower, designed for use on
the computers and electronic data processing hardware described in clause (i)
above, including operating system software, utilities and application programs
in whatsoever form (source code and object code in magnetic tape, disk or hard
copy format or any other listings whatsoever), (iii) all firmware associated
therewith, whether now owned, licensed, leased or hereafter acquired by Borrower
and (iv) all documentation for such hardware, software and firmware described in
clauses (i), (ii) and (iii) above, including flow charts, logic diagrams,
manuals, specifications, training materials, charts and pseudo codes.

     "Debt" shall mean, with respect to the subject Person, all items of
indebtedness, obligation or liability, whether matured or unmatured, liquidated
or unliquidated, direct or indirect, or joint or several, including:

     (A) All Obligations of such Person;

     (B) All indebtedness in effect guaranteed, directly or indirectly, in any
manner, or endorsed (other than for collection or deposit in the ordinary course
of business) or discounted with recourse;

     (C) All indebtedness in effect guaranteed, directly or indirectly through
agreements, contingent or otherwise: (1) to purchase such indebtedness, or (2)
to purchase, sell or lease (as lessee or lessor) property, products, materials
or supplies or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such indebtedness or to assure the owner
of the indebtedness against loss, or (3) to supply funds to or in any other
manner invest in any Person;

     (D) All indebtedness secured (or for which the holder of such indebtedness
has a right, contingent or otherwise, to be secured) by any mortgage, trust
deed, deed of trust, pledge, lien, security interest or other charge or
encumbrance upon property owned or acquired subject thereto, whether or not the
liabilities secured thereby have been assumed; and

     (E) All indebtedness incurred as the lessee of goods or services under
Capital Leases.

     "DMC" shall mean David Manufacturing Co., an Iowa corporation whose
headquarters is located in Mason City, Iowa.
<PAGE>

     "Domestic Account Debtor" shall mean an Account Debtor which is a resident
or citizen of, and is located in, the United States.

     "EBITDA" shall mean, for the period of four consecutive fiscal quarters
most recently ended on or prior to the date of determination, Borrower's
earnings before interest, taxes, depreciation and amortization, and
notwithstanding any non-cash charge for increase in value of stock appreciation
rights (or similar rights), but accounting for same as a charge against earnings
when paid, determined in accordance with GAAP.  Prior to the first anniversary
of the consummation of an Acquisition, the historical financial results of the
acquired Person or assets for the relevant period will be included for purposes
of calculating EBITDA (but without any adjustment to such historical results for
cost savings or other synergies).

     "Eligible Account" shall mean an Accounts Receivable owing to Borrower or
any Subsidiary of Borrower which meets and continues to meet at all times the
following requirements:

     (A) it is genuine and in all respects what it purports to be;

     (B) it is owned by Borrower or such Subsidiary of Borrower and either (i)
the Agent has a valid, perfected, first-lien security interest in it or (ii) it
is secured by a letter of credit or credit insurance; provided however, upon the
occurrence of an Event of Default and during the continuation thereof, any such
letters of credit shall be assigned to or endorsed for the benefit of Agent in
such form as Agent shall deem necessary or desirable, and the original thereof
shall be delivered to Agent;

     (C) it arises from (i) the performance of services by Borrower or such
Subsidiary of Borrower and such services have been fully performed and
acknowledged and accepted by the Account Debtor thereunder; or (ii) the sale or
lease of Inventory by Borrower or such Subsidiary of Borrower, and such
Inventory has been completed in accordance with the Account Debtor's
specifications (if any) and delivered to and accepted by the Account Debtor,
such Account Debtor has not refused to accept and has not returned or offered to
return any of the Inventory, or has not refused to accept any of the services,
which are the subject of such Accounts Receivable, and Borrower or such
Subsidiary has possession of, or has delivered to Agent at Agent's reasonable
request, shipping and delivery receipts evidencing delivery of such Inventory;

     (D) it is evidenced by the initial invoice rendered to the Account Debtor
thereunder, and (i) is due and payable within 30 days after the date of the
invoice and does not remain unpaid  60 days past the due date thereof, or (ii)
with respect to Accounts Receivable aggregating in face amount not more than the
lesser of (x) $2,000,000.00 and (y) 10% of all Eligible Accounts, is due and
payable within 90 days after the date of such invoice and does not remain unpaid
past the due date thereof; provided, however, that if more than 25% of the
aggregate dollar amount of invoices owing by a particular Account Debtor
(excluding Hog Slat, Inc. and FarmPro, Inc.) remain unpaid 90 days past the due
<PAGE>

dates thereof, then all Accounts Receivable owing by that Account Debtor shall
be deemed ineligible;

     (E) it is not subject to any prior assignment, claim, lien, security
interest or encumbrance whatsoever, other than Permitted Liens and the security
interest granted to Agent hereunder;

     (F) it is a valid, legally enforceable and unconditional obligation of the
Account Debtor thereunder, and is not subject to setoff, counterclaim, credit,
allowance or adjustment by such Account Debtor, or to any claim by such Account
Debtor denying liability thereunder in whole or in part;

     (G) it does not arise out of a contract or order which fails in any
material respect to comply with the requirements of applicable Law;

     (H) the Account Debtor thereunder is not a director, officer, employee or
agent of Borrower or such Subsidiary of Borrower, or Affiliate or Subsidiary of
Borrower or such Subsidiary, unless the Accounts Receivables due from such
Account Debtor are approved in writing by Agent as Eligible Accounts;

     (I) it is not an Accounts Receivable with respect to which the Account
Debtor is the United States of America or any department, agency or
instrumentality thereof, unless Borrower or such Subsidiary of Borrower, as
applicable, assigns its right to payment of such Receivable to Agent pursuant
to, and in full compliance with the Assignment of Claims Act of 1940, as
amended;

     (J) with respect to a Domestic Account Debtor, it is not an Accounts
Receivable with respect to which the Account Debtor is located in a state which
requires Borrower or such Subsidiary of Borrower, as a precondition to
commencing or maintaining an action in the courts of that state, either to (i)
receive a certificate of authority to do business and be in good standing in
such state, or (ii) file a notice of business activities report or similar
report with such state's taxing authority, unless (x) Borrower or such
Subsidiary, as applicable, has taken one of the actions described in clause (i)
or (ii), as appropriate, (y) the failure to take one of the actions described in
either clauses (i) or (ii) may be cured retroactively by Borrower or such
Subsidiary at its election so as to permit such action to be commenced or
maintained, or (z) Borrower or such Subsidiary has proven, to Agent's
satisfaction, that it is exempt from any such requirements under any such
state's laws;

     (K) it is an Accounts Receivable which arises out of a sale or services
made or provided in the ordinary course of the business of Borrower or such
Subsidiary of Borrower;

     (L) it is not an Accounts Receivable with respect to which the Account
Debtor's obligation to pay is conditional upon the Account Debtor's approval of
the goods or services or is otherwise subject to any repurchase obligation or
return right, as
<PAGE>

with sales made on a bill-and-hold, guaranteed sale, sale on approval, sale or
return or consignment basis;

     (M) it is not an Accounts Receivable (i) with respect to which any
representation or warranty contained in this Agreement is untrue or (ii) which
violates any of the covenants of Borrower or such Subsidiary of Borrower
contained in this Agreement or any other Document; and

     (N) it is not an Accounts Receivable with respect to which the prospect of
payment or performance by the Account Debtor is or will be impaired, as
reasonably determined by Agent.

     "Eligible Assignee" shall mean (A) any time an Event of Default shall have
occurred and be continuing, any commercial bank or other Person as to whom Agent
gives its consent, and (B) any other time, any commercial bank or other Person
as to whom Agent and Borrower each gives its consent; provided, however, in the
case of Borrower, such consent shall not be unreasonably withheld or delayed.

     "Eligible Inventory" shall mean Inventory of Borrower or any Subsidiary of
Borrower  which meets and continues to meet, the following requirements:

     (A) it is owned by Borrower or such Subsidiary of Borrower and, other than
Inventory of the type described in clause (B)(ii) of this definition, the Agent
has a valid, perfected, first-lien security interest in it;

     (B) it is either located at (i) one of the premises listed on Schedule 2 or
in any written notice to Agent pursuant to Section 4.08(C) and is not in transit
except to any other location set forth on Schedule 2 or in any written notice to
Agent pursuant to Section 4.08(C) or (ii) at any location other than those
specified in clause (i), provided that value of such Inventory does not exceed
the sum of $6,000,000 in the aggregate (valued at the lower of cost or market)
as of any date;

     (C) it is not subject to any prior assignment, claim, lien, security
interest or encumbrance whatsoever, other than Permitted Liens and the security
interest granted to Agent hereunder;

     (D) it is raw materials, work-in-process or finished goods which is of
good, merchantable and first-grade quality, which is not materially damaged,
second-grade, second hand, out-of-style, discontinued or reconditioned, and
meets all standards imposed by any governmental agency, or department or
division thereof having regulatory authority over such materials or goods, its
use or sale; and is currently salable in the ordinary course of business;

     (E) it is not stored with a bailee, consignee, warehouseman, processor or
similar party, or on premises leased by Borrower or such Subsidiary of Borrower,
unless:  (i) set forth on Schedule  2 or Agent has given its written approval
(which shall not be
<PAGE>

unreasonably withheld, delayed or conditioned); and (ii) (w) if the Inventory is
on consignment, Borrower or such Subsidiary of Borrower, as applicable, has made
the appropriate consignment filing(s) as prescribed by the Uniform Commercial
Code, (x) if the Inventory is located on premises leased by Borrower or such
Subsidiary of Borrower, Borrower or such Subsidiary, as applicable, shall have
delivered to Agent the landlord's lien waiver agreement in form reasonably
satisfactory to Agent; (y) if the Inventory is in the possession of a processor
or a public warehouseman, Borrower or such Subsidiary of Borrower, as
applicable, shall have delivered to such processor or warehouseman a notice of
Agent's security interest in form reasonably satisfactory to Agent, or (z) in
the case of any other bailment of Inventory, Borrower or such Subsidiary of
Borrower has caused the bailee to issue and deliver to Agent such documents as
Agent shall reasonably require;

     (F) it is not Inventory (A) with respect to which any of the
representations and warranties contained in this Agreement are untrue or (B)
which violates any of the covenants of Borrower or such Subsidiary of Borrower
contained in this Agreement; and

     (G) it is accounted for by Borrower or such Subsidiary of Borrower on a
first-in, first-out basis under generally accepted accounting principles applied
on a consistent basis.

     "Environmental Laws" shall mean any federal, state or local law, statute,
ordinance, order, decree, rule or regulation relating to releases, discharges,
emissions or disposals to air, water, land or groundwater; to the withdrawal or
use of groundwater; to the use, handling or disposal of polychlorinated
biphenyls, asbestos or urea formaldehyde; to the treatment, storage, disposal or
management of Hazardous Substances, to exposure to toxic, hazardous or other
controlled, prohibited or regulated substances; and to the transportation,
storage, disposal, management or release of gaseous or other liquid substances,
including the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of
1986, 42 USC (S)9601 et seq., the Resource, Conservation and Recovery Act of
1976, as amended by the Hazardous Solid Waste Amendments of 1984, 42 USC (S)6901
et seq., the Toxic Substances Control Act, 15 USC (S)2601 et seq., the
Occupational Safety and Health Act of 1970, 29 USC (S)651 et seq., the Clean Air
Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 USC (S)7401
et seq., and the Federal Water Pollution Control Act, as amended by the Clean
Water Act of 1977, 33 USC (S)1251 et seq., and all rules, regulations and
guidance documents promulgated pursuant thereto or published thereunder.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" shall mean (A) any corporation which is now, or was at
any time, a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Internal Revenue Code) as Borrower or any
predecessor thereof; (B) any partnership, trade or business (whether or not
incorporated) which is now, or was at any time, under common control (within the
meaning of Section 414(c) of the Internal
<PAGE>

Revenue Code) with Borrower or any predecessor thereof; and (C) any entity,
which is now, or was at any time, a member of the same affiliated service group
(within the meaning of Section 414(m) of the Internal Revenue Code) as either
Borrower or any predecessor thereof, or any corporation described in clause (A)
or any partnership, trade or business described in clause (B).

     "Euro-Dollar Business Day" shall mean any day on which commercial banks are
open for domestic and international business (including dealing in dollar
deposits) in London and Chicago.

     "Euro-Dollar Lending Office" shall mean as to each Bank such branch or
affiliate of such Bank as it may designate from time to time as its Euro-Dollar
Lending Office.

     "Euro-Dollar Loans" shall mean Loans which bear interest at a Euro-Dollar
Rate.

     "Euro-Dollar Rate" shall mean, at the time of determination, the Adjusted
LIBOR Rate then in effect plus the Applicable Margin.

     "Event of Default" shall have the meaning specified in Section 9.01.

     "Excess Cash Flow" shall mean, with respect to Borrower for any calendar
year, (i) EBITDA for such calendar year less (ii) the sum of (a) Interest
Expense incurred during such calendar year, (b) principal payments with respect
to any Debt required to be paid during such calendar year, (c) dividends or
distributions to stockholders on account of any Stock made during such calendar
year, (d) taxes paid by Borrower during such calendar year and (e) Capital
Expenditures made during such calendar year, in each and every case measured as
of December 31 of such calendar year.

     "Excess Collateral Availability" shall mean, as of any date, the amount by
which the lesser of (x) the Available RCL Amount or (y) the Borrowing Base
exceeds the sum of (i)  the aggregate face amounts of all Letters of Credit
issued by the Issuing Bank for the account of Borrower and outstanding or drawn
but unreimbursed as of such date, (ii) $5,000,000 of Debt of FarmPro, Inc.
guaranteed by Borrower and (iii) the amount of Revolving Credit Loans
outstanding as of such date.

     "FRB" shall mean the Board of Governors of the Federal Reserve System or
any successor thereto.

     "Federal Funds Rate" shall mean, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by Agent of the rates for the last transaction in
overnight Federal funds arranged prior to 9:00 a.m. (New York City time)
<PAGE>

on that day by each of three leading brokers of Federal funds transactions in
New York City selected by Agent.

     "Financial Statements" shall mean, at any time, the audited financial
statements of Borrower for its most recently ended fiscal year and the unaudited
financial statements for the most recently ended accounting period of Borrower.

     "Fixed Charge Coverage Ratio" shall mean, with respect to Borrower for any
calendar year, the ratio of (a) EBITDA for such calendar year to (b) the sum of
(i) Interest Expense incurred during such calendar year (other than Interest
Expense with respect to Permitted Stockholder Debt and/or Avemarau Debt) , (ii)
the installments of principal with respect to any Debt required to be made
during such calendar year (other than principal payments with respect to
Permitted Stockholder Debt and/or Avemarau Debt), (iii) any dividends or
distributions to stockholders made during such calendar year, (iv) Capital
Expenditures made during such calendar year and (v) taxes paid by Borrower
during such calendar year, in each and every case measured as of December 31 of
such calendar year.

     "Floating Rate" shall mean, at the time of determination, a floating per-
annum rate equal to the greater of (A) Prime Rate then in effect plus the
Application Margin or (B) the Federal Funds Rate plus the Applicable Margin.

     "Floating Rate Loan" shall mean a Loan which is not a Euro-Dollar Loan.

     "GAAP" shall mean generally accepted accounting principles consistently
applied throughout the period involved.

     "Governmental Authority" shall mean the United States of America, any
state, territory or district thereof, and any other political subdivision or
body politic created pursuant to any applicable Law, and any court, agency,
department, commission, board, bureau or instrumentality of any of the
foregoing.

     "Hazardous Substances" shall mean (A) any hazardous or toxic substance,
chemical or waste, or any pollutant or contaminant defined as such in any now or
hereafter existing Environmental Law, (B) asbestos, (C) radon, (D) petroleum,
crude oil or any fraction thereof which is not otherwise specifically listed or
designated as a hazardous substance under any Environmental Laws, (E)
polychlorinated biphenyls, (F) explosives and/or (G) radioactive materials.

     "Indemnification Liabilities" shall have the meaning specified in Section
11.05.

     "Indemnified Person" shall have the meaning specified in Section 11.05.

     "Indenture" shall mean the Indenture dated as of November 5, 1997 between
Borrower and  LaSalle National Trust, N.A., as trustee, relating to the
Subordinated Notes.
<PAGE>

     "Intellectual Property" shall mean all past, present and future (i) trade
secrets and other proprietary information, (ii) trademarks, trade names, service
marks, business names, designs, logos, indicia or other source or business
identifiers and the goodwill of the business relating thereto and all
registrations that have heretofore been or may hereafter be issued thereon
throughout the world, (iii) copyrights (including copyrights for computer
programs) and copyright registrations that have been or may hereafter be issued
throughout the world and all tangible property embodying such copyrights, (iv)
unpatented inventions (whether or not patentable), (v) patent applications and
patents, (vi) license agreements related to any of the foregoing set forth in
this definition and income therefrom, (vii) books, records, writings, computer
tapes or disks, flow diagrams, specification sheets, source codes, object codes
and other physical manifestations, embodiments or incorporations of the
foregoing set forth in this definition, (viii) the right to sue for all past,
present and future infringements of any of the foregoing set forth in this
definition and (ix) all common law and other rights throughout the world in and
to all of the foregoing set forth in this definition.

     "Interest Expense" shall mean, for any period, the aggregate interest
expense of Borrower and its Subsidiaries for such period (including all imputed
interest on Capital Leases).

     "Interest Period" shall mean with respect to each Euro-Dollar Loan:

     (A) initially, the period commencing on the date of such Euro-Dollar Loan
and ending one, two, three or six months thereafter, as Borrower may elect; and

     (B) thereafter, each period commencing on the last day of the next
preceding Interest Period for such Euro-Dollar Loan and ending one, two, three
or six months thereafter, as Borrower may elect;

provided that:

          (i)   any Interest Period which would otherwise end on a day which is
not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-
Dollar Business Day, unless such Euro-Dollar Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding Euro-Dollar Business Day;

          (ii)  any Interest Period which begins on the last Euro-Dollar
Business Day, of the 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, subject to clause (iii) below, end on the last Euro-Dollar
Business Day of a calendar month;

          (iii) any Interest Period in respect of a Revolving Credit Loan which
begins prior to the Revolving Credit Loan Termination Date and would otherwise
end after the Revolving Credit Loan Termination Date shall end on such date.
<PAGE>

     "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as
amended.

     "Issuing Bank" shall mean LBNA in its capacity as the issuer of Letters of
Credit hereunder and its successors and assigns in such capacity.

     "Laws" shall mean any federal, state or local law, statute, ordinance,
order, decree, rule or regulation.

     "LBNA" shall mean LaSalle Bank National Association in its individual
capacity.

     "Letter of Credit" shall mean a commercial or stand-by letter of credit
issued pursuant to the Revolving Credit Loan Commitment.

     "Letter of Credit Obligations" shall have the meaning specified in Section
2.01(C).

     "Loan Documents" shall mean this Agreement, the Notes and any other
documents, instruments or certificates to be executed and delivered hereunder or
in connection herewith by or on behalf of Borrower or any of its Affiliates.

     "Loans" shall mean the Revolving Credit Loans and the Term Loans.

     "Lock Box Account" shall have the meaning specified in Section 7.11.

     "Lock Box Agreement" shall have the meaning specified in Section 7.11.

     "London Interbank Offered Rate" or "LIBOR Rate" shall mean, with respect to
any Interest Period, the rate per annum (rounded upward, if necessary, to the
nearest 1/16 of 1%) as set by Agent as the rate of interest at which deposits in
dollars are offered by the Euro-Dollar Lending Office of Agent to other prime
banks in the London interbank market at approximately 11:00 a.m.  two Euro-
Dollar Business Days prior to the first day of such Interest Period in an amount
approximately equal to the aggregate principal amount of the Euro-Dollar Loan to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

     "Majority Banks" shall mean, as of any date, Banks holding at least 60% of
the aggregate Commitments as described on Schedule 6 as of such date.

     "Master Insured Receivables Purchase Agreement" shall mean the Master
Insured Reveivables Purchase Agreement dated as of July __, 2001 by and between
LBNA and Borrower.

     "Multiemployer Plan" shall have the meaning ascribed to it in Section
4001(a)(3) of ERISA.
<PAGE>

     "Net Income" shall mean the net income (or loss) of Borrower and its
Subsidiaries on a consolidated basis, determined in accordance with GAAP.

     "Non-Use Fee" shall have the meaning specified in Section 2.06(B).

     "Note" or "Notes" shall mean the Revolving Credit Notes and/or the Term
Notes, or any of them.

     "Notice of Revolving Credit Borrowing" shall have the meaning specified in
Section 2.01(B).

     "Obligations" shall mean, with respect to any Person, (i) all of such
Person's liabilities, obligations and indebtedness to any Bank or Agent arising
under any of the Loan Documents, including the Loans, such Person's other
liabilities and obligations to any Bank or Agent under this Agreement, such
Person's reimbursement obligations in respect of Letters of Credit issued for
the account of such Person, and such Person's liabilities and obligations to any
Bank or Agent under any other agreement, document or instrument (including any
guaranty of another Person's Obligations) executed and delivered in connection
with or related to the Documents, whether heretofore, now or hereafter owing,
arising, due or payable by or from such Person to any Bank or Agent, howsoever
evidenced, created, incurred, acquired or owing, and whether joint, several,
primary, secondary, direct, contingent, fixed or otherwise and (ii)  such
Person's liabilities and obligations to LBNA under the Master Insured
Receivables Purchase Agreement up to a maximum of $5,000,000 or such greater
limit as may be approved by all of the Banks, which approval may be withheld in
the sole discretion of any Bank.

     "Originator" shall have the meaning specified in Section 11.18(D).

     "Participant" shall have the meaning specified in Section 11.18(D).

     "Payment Date" shall mean (A) the last day of an Interest Period in the
case of any Interest Period other than an Interest Period as to which Borrower
has elected a six-month Interest Period and (B) as to an Interest Period as to
which Borrower has elected a six-month Interest Period, the last day of each of
the third and sixth months of such Interest Period.

     "Payment Office" shall mean, with respect to any Bank, the address for
payments set forth for such Bank on Schedule 6 or such other address as such
Bank may from time to time specify in accordance with Section 11.07.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

     "Permitted Liens" shall mean:
<PAGE>

     (A) liens for taxes, assessments or other governmental charges for the then
current year which are not yet due or delinquent;

     (B) liens for taxes, assessments or other governmental charges already due,
but the validity of which is being contested at the time in good faith by
appropriate proceedings and for which adequate reserve is maintained in
accordance with GAAP, and as to which no notice or claim of lien has been filed;

     (C) statutory liens in favor of landlords, carriers, warehousemen and other
suppliers of services or materials for sums incurred in the ordinary course of
business, provided such sums are not delinquent and do not exceed the sum of
$250,000.00 in the aggregate at any time, and other liens of such type which
have been improperly asserted and which Borrower is contesting in good faith;

     (D) liens for worker's compensation awards not due or delinquent, and other
liens of such type which have been improperly asserted and which Borrower is
contesting in good faith;

     (E) pledges or deposits to secure obligations under worker's compensation
laws or similar legislation;

     (F) deposits to secure public, statutory or insurance-related obligations
of the Person whose assets are subject to such liens;

     (G) liens securing purchase money financing for Equipment acquired by
Borrower after the date hereof, provided that (i) each such lien secures only
the purchase price of the Equipment so encumbered thereby and (ii) the aggregate
amount of new financing secured thereby and incurred after the date of this
Agreement does not exceed $2,500,000.00 in any calendar year.

     (H) mortgages, pledges, encumbrances, security interests, assignments and
liens listed on Schedule 1, or approved in writing by Agent subsequent to the
date hereof,;

     (I) mortgages, pledges, encumbrances, security interests, assignments or
liens in favor of Agent; and

     (J) mortgages, pledges, encumbrances, security interests, assignments or
liens securing  any Debt of Borrower or any Subsidiary of the type described in
Section 6.14(G).

     "Permitted Holders" shall mean J. Craig Sloan, Jorge Andrade, and Howard G.
Buffett or their successors and assigns who are Affiliates of the Permitted
Holders, members of their families and their heirs or executors.
<PAGE>

     "Permitted Stockholder Debt" shall mean any loans made by J. Craig Sloan to
Borrower from time to time; provided, that the principal amount of such loans
outstanding as of any date shall in no event exceed the sum of $2,500,000 in the
aggregate and the interest rate applicable to such loans shall never exceed the
Floating Rate in effect from time to time.

     "Person" shall mean any individual, corporation, partnership, association,
limited liability company, joint-stock company, trust, unincorporated
association, joint venture, Governmental Authority, or any other similar entity.

     "Plan" shall mean any employee benefit plan or other plan for any employees
of Borrower or any employees of any Subsidiary of Borrower or any ERISA
Affiliate.

     "Post-Term L/Cs" shall have the meaning specified in Section 2.01(C).

     "Prime Rate" shall mean the rate of interest referred to by Agent from time
to time as its prime rate, as fixed by the management of Agent for the guidance
of its loan officers, whether or not such rate is otherwise published, with each
change in such prime rate to take effect on the same day as the determination of
each change by Agent.  Such rate is not necessarily the most favorable rate
offered by Agent to its borrowers.

     "Replacement Bank" shall have the meaning specified in Section 2.02(M).

     "Pro Rata Share" shall mean as to any Bank at any time, the percentage
equivalent (expressed as a decimal rounded to the ninth decimal place) at such
time of such Bank's Commitment divided by the combined Commitments of all Banks.

     "Reportable Event" shall mean any of the events described in Section 4043
of ERISA, excluding subsections 4043(b)(2) and (b)(3) thereof.

     "Reserve Percentage" shall mean, for the purpose of computing the Adjusted
LIBOR Rate the reserve requirement imposed by the FRB under Regulation D on
Eurocurrency liabilities (as such term is defined in Regulation D) for the
applicable Interest Period as of the first day of such Interest Period, but
subject to any amendments of such reserve requirement by such Board or its
successor, and taking into account any transitional adjustments thereto becoming
effective during such Interest Period.  For purposes of this definition, Euro-
Dollar Loans shall be deemed to be Eurocurrency liabilities as defined in
Regulation D without benefit of or credit for prorations, exemptions or offsets
under Regulation D.

     "Restructuring Fee" shall have the meaning specified in Section 2.06(A).

     "Revolving Credit Loan" shall have the meaning specified in Section
2.01(A).

     "Revolving Credit Loan Commitment" shall have the meaning specified in
Section 2.01(A).
<PAGE>

     "Revolving Credit Loan Termination Date" shall have the meaning specified
in Section 2.01(A).

     "Revolving Credit Note" shall have the meaning specified in Section
2.01(E).

     "Senior Debt" shall mean all interest bearing Debt of Borrower and its
Subsidiaries, determined on a consolidated basis, other than Subordinated Debt.
For purposes of determining such interest bearing Debt with respect to Borrower,
there shall be included the average usage by Borrower under the Revolving Credit
Loan Commitment for the four calendar quarters immediately preceding
determination, as determined in the sole discretion of Agent.

     "Senior Debt to EBITDA Ratio" shall mean the ratio of (x) all Senior Debt
to (y) EBITDA.

     "Special Collateral" shall have the meaning specified in Section 4.06.

     "Stock" shall mean all shares, options, interests, participations or other
equivalents, howsoever designated, of or in a corporation, partnership or
similar entity, whether voting or nonvoting, including common stock, warrants,
preferred stock, convertible debentures, partnership interests and all
agreements, instruments and documents convertible, in whole or in part, into any
one or more of the foregoing.

     "Stockholder Agreements" shall mean each of the Second Amended and Restated
Stock Restriction and Buy-Sell Agreement made as of March 3, 2001 by and between
each of the Permitted Holders of Borrower with respect to Borrower's voting
Stock and the Second Amended and Restated Stock Restriction and Buy-Sell
Agreement - Non-Voting Shares made as of March 31, 2001 among Borrower, the
Permitted Holders and other persons named therein, as amended.

     "Stockholders" shall mean those parties named as the stockholders of
Borrower on Schedule 5.

     "Subordinated Debt" shall mean any Debt of Borrower which is expressly
subordinated to the Obligations of Borrower pursuant to the terms of a written
agreement among Borrower, the Person to whom such Debt is owed and Agent, the
terms of which are satisfactory to Agent in all respects; including the Debt
evidenced by the Subordinated Notes.

     "Subordinated Notes" shall mean the $100,000,000 aggregate principal amount
of 10.25% Senior Subordinated Notes due November 2007 issued under the
Indenture.

     "Subsidiary" shall mean, with respect to any Person, any corporation,
partnership or similar entity of which fifty percent (50%) or more of the
outstanding Stock having ordinary voting power is at the time, directly or
indirectly, owned by such Person and/or
<PAGE>

one or more of such Person's Subsidiaries (irrespective of whether, at the time,
Stock of any other class or classes of such entity shall have or might have
voting power by reason of the happening of any contingency).

     "Supplemental Documentation" shall mean all agreements, instruments,
documents, financing statements, warehouse receipts, schedules of accounts
assigned, mortgages, certificates of title and other written matter necessary or
requested by Agent to create, evidence, enforce, perfect or maintain perfected
the Banks' security interest in the Collateral and to consummate the
transactions contemplated in or by this Agreement and the other Loan Documents.

     "Tangible Net Worth" means the shareholders' equity of Borrower, excluding
the cumulative translation adjustment, all as determined in accordance with
GAAP, less all intangible assets, including goodwill, franchises, licenses,
patents, trademarks and copyrights.

     "Term Loan 1" shall have the meaning specified in Section 2.01(F).

     "Term Loan 2" shall have the meaning specified in Section 2.01(F).

     "Term Loan Termination Date" shall have the meaning specified in Section
2.01(G).

     "Term Loans" shall mean Term Loan 1 and Term Loan 2.

     "Term Note 1" shall have the meaning specified in Section 2.01(F).

     "Term Note 2" shall have the meaning specified in Section 2.01(F).

     "Term Notes" shall mean Term Note 1 and Term Note 2.

     "Tranche" shall have the meaning specified in Section 2.01(I).

     "UCC" shall mean the Uniform Commercial Code (or any successor statute) of
the State of Illinois or of any other State the laws of which are required by
Section 9-103 of the Uniform Commercial Code of the State of Illinois to be
applied in connection with the issue of perfection of security interests, in
each case as in effect from time to time.

     "Unmatured Event of Default" shall mean any event which occurs or condition
which exists which, with the giving of notice or lapse of time, or both, would
constitute an Event of Default.

     1.02  Other Interpretative  Provisions.  Words and phrases not defined
herein shall be construed according to their ordinary meanings as the context
requires.  The following words and phrases shall be construed as follows: (i)
"at any time" shall be construed as "at any time or from time to time"; (ii)
"any" shall be construed as "any and
<PAGE>

all"; (iii) "include" and "including" shall each be construed as "including but
not limited to"; (iv) "will" and "shall" shall each be construed as mandatory;
(v) "control," "controlling" and "controlled" shall be construed as the
possession, directly or indirectly, of the power to direct or cause the
direction of management and policies, whether through the ownership of voting
securities, by contract or otherwise; and (vi) "may" shall be construed as
meaning that a party "may, but shall not be obligated to," perform an act or do
anything. Except as otherwise specifically indicated, all references to Article
or Section numbers and letters shall refer to Articles and Sections of this
Agreement. The words "hereby," "hereof," "hereto," "herein," and "hereunder" and
any similar terms shall refer to this Agreement as a whole and not to any
particular Article or Section. Words of the masculine, feminine, or neuter
gender shall mean and include the corresponding words of other genders, and
words implying the singular number shall mean and include the plural number and
vice versa. The Article and Section headings are inserted in this Agreement for
convenience only and are not intended, and shall not be construed, to limit,
enlarge, or affect the scope or intent of this Agreement or the meaning of any
provision hereof. All references to any agreement or instrument (including this
Agreement) shall be to such agreement or instrument as in effect from time to
time, including any amendments, replacements, restatements and/or modifications
thereof and/or supplements thereto.

     1.03  Accounting Principles.  Any accounting terms used in this Agreement
which are not specifically defined shall have the meaning customarily given them
in accordance with GAAP; provided, however, that, in the event that changes in
generally accepted accounting principles shall be mandated by the Financial
Accounting Standards Board, or any similar accounting body of comparable
standing, or shall be recommended by Borrower's certified public accountants, to
the extent that such changes would modify such accounting terms or the
interpretation or computation thereof, such changes shall be followed in
defining such accounting terms only from and after such date as Borrower and the
Banks shall have amended this Agreement to the extent necessary to reflect any
such changes in the financial covenants and other terms and conditions of this
Agreement.

     1.04  UCC Terms.  Subject to Section 1.03, terms used in this Agreement but
not otherwise defined have the meanings assigned to such terms in the UCC.

     ARTICLE II.  THE LOANS.

     2.01  Revolving Credit Loans and Term Loans.  (A)  Subject to the terms and
conditions of this Agreement, the Banks will make available to Borrower a
revolving credit facility in an aggregate amount not to exceed the lesser of (x)
the Available RCL Amount or (y) the Borrowing Base (the "Revolving Credit Loan
Commitment"), pursuant to which each Bank may from time to time: make revolving
credit advances to Borrower, but in the aggregate, not to exceed the amount set
forth on Schedule 6 (together with the Term Loan Commitment shown on Schedule 6,
and as the same may be reduced by one or more assignments under Section 11.18,
such Bank's "Commitment"). Any revolving credit advance made pursuant to the
Revolving Credit Loan Commitment as described in
<PAGE>

clauses (x) or (y) of the immediately preceding sentence is referred to herein
as a "Revolving Credit Loan." The amount otherwise available for borrowing under
the Revolving Credit Loan Commitment shall be reduced by: (i) the aggregate face
amounts of all Letters of Credit issued by the Issuing Bank for the account of
Borrower and outstanding or drawn but unreimbursed from time to time, which
shall in no event exceed $20,000,000 at any time, (ii) $5,000,000 of Debt of
FarmPro, Inc. guaranteed by Borrower and (iii) the amount of Revolving Credit
Loans outstanding.

     The face amount of all Letters of Credit issued by the Issuing Bank for the
account of Borrower under the Original Loan Agreement that are outstanding or
drawn but unreimbursed as of the date hereof shall be deemed Letters of Credit
issued pursuant to, and subject to the terms, conditions and limitations of,
this Agreement.  The Revolving Credit Loan Commitment shall terminate on July
__, 2004 (the "Revolving Credit Loan Termination Date").   The Revolving Credit
Loans made by each Bank shall be evidenced by one or more loan accounts or
records maintained by such Bank in the ordinary course of business.  The loan
accounts or records maintained by Agent and each Bank shall be conclusive and
binding evidence of the amount of the Revolving Credit Loans made by the Banks
to Borrower and the interest and payments thereon, absent manifest error.  Any
failure so to record or any error in doing so shall not, however, limit or
otherwise affect the Obligations of Borrower hereunder to pay any amount owing
with respect to the Loans or Letter of Credit Obligations.

     (B)  Borrower may, from time to time, request whether for its own account,
by giving notice ("Notice of Revolving Credit Borrowing") to Agent prior to
11:00 a.m., that Revolving Credit Loans be made in an aggregate amount
specified, in a form specified (cash disbursement or continuation of outstanding
Loan) and on the Business Day specified in such request (which as to Euro-Dollar
Loans must also be a Euro-Dollar Business Day).  Floating Rate Loans may be
disbursed on the date requested.  If Borrower elects whether for its own account
to pay interest on any Revolving Credit Loan based on a Euro-Dollar Rate, notice
must be given to Agent at least three Euro-Dollar Business days prior to the
requested disbursement date.  Any such notice must also specify the Interest
Period selected by Borrower for each Loan based on a Euro-Dollar Rate and each
request for a Euro-Dollar Loan and Interest Period with respect thereto shall be
irrevocable once given.  Not later than 1:00 p.m., Chicago time, on the date
specified in such request, the Bank shall make the Revolving Credit Loan(s) to
Borrower in the aggregate amount specified in such request, or convert or
continue the outstanding Loan, as the case may be.  Agent will promptly notify
each Bank of its receipt of any Notice of Revolving Credit Borrowing, conversion
or continuation of an outstanding Loan, of the name of the applicable Borrower
and of the amount of such Bank's Pro Rata Share of that borrowing.  Each Bank
will make the amount of its Pro Rata Share of each borrowing available to Agent
for the account of the applicable Borrower at Agent's Payment Office by 11:00
a.m. (Chicago time) on the borrowing date requested by Borrower in funds
immediately available to Agent.  The proceeds of all  Revolving Credit Loans
will then be made available to Borrower by Agent by wire transfer in accordance
with written instructions provided to Agent by such Borrower.
<PAGE>

     After giving effect to any Revolving Credit Loan borrowings, unless Agent
shall otherwise consent, there may not be more than ten different Interest
Periods in effect in respect of all Loans together then outstanding.

     Notwithstanding anything contained in this Agreement to the contrary, all
amounts outstanding as Revolving Credit Loans in excess of the Borrowing Base
minus the Borrowing Base Overadvance must be an overnight Euro-Dollar Loan.

     (C)  The proceeds of Revolving Credit Loans shall be disbursed by deposit
to Borrower's account maintained at LBNA or otherwise in accordance with the
written instructions of Borrower or the other provisions of this Agreement.
Revolving Credit Loans shall be used by Borrower solely for its working capital
and general corporate purposes, Letters of Credit for Borrower's working capital
and general corporate purposes.  The Issuing Bank  may from time to time issue
one or more Letters of Credit at the request and for the account of Borrower,
provided: (i) the aggregate amount of Letters of Credit outstanding including
those being requested (a) plus amounts drawn under Letters of Credit but not
repaid to the Bank plus (b) the principal sum of advances of Revolving Credit
Loans outstanding plus (c) $5,000,000 of Debt of Farm Pro, Inc. guaranteed by
Borrower, does not exceed the lesser of (x) the Available RCL Amount or (y) the
Borrowing Base; (ii) Borrower pays to the Issuing Bank a Letter of Credit
issuance fee equal to Agent's standard issuance fee in effect from time to time;
(iii) Borrower executes and delivers to the Issuing Bank a Letter of Credit
Application in the form of Exhibit G, including a LaSalle L/C Connection
Agreement in the form of Exhibit H; (iv) the Issuing Bank is not restricted or
prohibited from issuing such Letter of Credit by any Law, regulation or policy
of any Governmental Authority or by any policy of the Issuing Bank, and (v) the
aggregate amount of Letters of Credit outstanding including those being
requested plus amounts drawn under Letter of Credit but not repaid to the
Issuing Bank does not exceed the lesser of (x) $20,000,000 or (y) the Borrowing
Base.  Borrower's Obligations under this Agreement shall include reimbursement
obligations regarding Letters of Credit ("Letter of Credit Obligations") and
shall be secured by the Collateral in accordance with Article IV and any other
collateral pledged to secure such Obligations pursuant to any of the Loan
Documents.

     Borrower agrees to reimburse the Issuing Bank on demand for each payment
made by the Issuing Bank under or pursuant to any Letter of Credit or any draft
drawn on the Issuing Bank pursuant to a Letter of Credit.  The Issuing Bank may,
in its sole discretion, provide for such reimbursement by advancing the amount
thereof to Borrower as a Revolving Credit Loan.  In the event the Issuing Bank
does not, in accordance with the terms and conditions hereof, make a Revolving
Credit Loan for reimbursement, Borrower agrees to reimburse the Issuing Bank in
the amount of such payment and shall also pay to the Issuing Bank, on demand,
interest at the rate provided in Section 2.02(B) on any amount paid by the
Issuing Bank under or pursuant to any Letter of Credit or any draft drawn on the
Issuing Bank pursuant to a Letter of Credit from the date of payment until the
date of reimbursement to the Issuing Bank.
<PAGE>

     Notwithstanding anything to the contrary herein or in any Letter of Credit
application of Borrower or other Document, upon the occurrence of an Event of
Default, an amount equal to the aggregate amount of the outstanding Letters of
Credit and all drawn but unreimbursed Letters of Credit shall, at the Issuing
Bank's option and without demand upon or further notice to Borrower, be deemed
(as between the Issuing Bank and Borrower) to have been paid or disbursed by the
Issuing Bank under the Letters of Credit (notwithstanding that such amounts may
not in fact have been so paid or disbursed), and a Revolving Credit Loan to
Borrower in the amount of such Letter of Credit Obligations to have been made
and accepted, which Revolving Credit Loan shall be immediately due and payable.
In lieu of the foregoing, at the election of the Issuing Bank at any time after
an Event of Default, Borrower shall, upon the Issuing Bank's demand, deliver to
the Issuing Bank cash, or other collateral of a type satisfactory to the Issuing
Bank, having a value, as determined by the Issuing Bank in its reasonable
judgment, equal to the aggregate Letter of Credit Obligations.  Any such
collateral and/or any amounts received by Issuing Bank in payment of the
Revolving Credit Loan made pursuant to this subparagraph shall be held by
Issuing Bank in a separate account appropriately designated as a cash collateral
account in relation to this Agreement and the Letters of Credit and retained by
the Issuing Bank as collateral security for Borrower's Obligations in respect of
this Agreement and each of the Letters of Credit.  Such amounts shall not be
used by the Issuing Bank to pay any amounts drawn or paid under or pursuant to
any Letter of Credit, but may be applied to reimburse the Issuing Bank for
drawings or payments under or pursuant to any Letter of Credit which the Issuing
Bank has paid, or if no such reimbursement is required, any cash collateral
account established pursuant to this paragraph following payment in full of all
of the Obligations, which are not (as determined by the Issuing Bank) to be
applied to reimburse Bank for amounts actually paid by the Issuing Bank in
respect of Letter of Credit, shall be returned to Borrower (after deduction of
the Issuing Bank's reasonable expenses).

     Each Bank hereby purchases and takes from the Issuing Bank an undivided
participation and interest in and to each Letter of Credit, including any
existing Letters of Credit, ratably according to such Bank's Pro Rata Share,
with a corresponding interest in and to any guaranty relating to such Letter of
Credit and all collateral to which such Letter of Credit is entitled; provided,
however, that no Bank other than the Issuing Bank shall purchase or take any
undivided participation interest in and to any Letter of Credit issued by the
Issuing Bank that has an expiration date later than the Revolving Credit Loan
Termination Date.

     This Agreement and any Letter of Credit application or other Document
regarding Letters of Credit shall be interpreted as supplemental to each other.
However, in the event of an express conflict in terms, the terms of this
Agreement shall govern.

     No Letter of Credit shall (i) be issued after the Revolving Credit Loan
Termination Date and (ii) have an expiration date later than the Revolving
Credit Loan Termination Date.
<PAGE>

     Notwithstanding the above,  the Issuing Bank will, upon Borrower's request,
issue for the account of Borrower Letters of Credit having terms which expire
after the expiration of the Revolving Credit Loan Termination Date ("Post-Term
L/Cs").  All security interests granted by Borrower to Agent under this
Agreement shall secure, inter alia, Letter of Credit Obligations in respect of
all Post-Term L/Cs; provided, however, that upon payment and satisfaction in
full of all Obligations of Borrower in respect of the Revolving Credit Loans,
and further provided (1) no Event of Default or Unmatured Event of Default
exists, (2) all funding obligations of the Banks to Borrower have been
terminated, and (3) Borrower has no Obligations hereunder other than those in
respect of Post-Term L/Cs, Agent will, upon request of Borrower, release the
security interests granted by Borrower pursuant to this Agreement, provided that
Agent receives replacement cash collateral in an amount, covering such Letter of
Credit Obligations, and pursuant to such documents, as Agent shall deem
necessary in its sole discretion, (iii) no Post-Term L/Cs shall have a term
which expires more than three years after the expiration of the Revolving Credit
Loan Termination Date, and (iv) the aggregate face amounts of the Post-Term L/Cs
shall not exceed $6,000,000.00.

     (D)  All outstanding Revolving Credit Loans together with any accrued but
unpaid interest thereon shall be repaid in full on the Revolving Credit Loan
Termination Date.  In addition, outstanding Revolving Credit Loans shall be
repaid immediately, without the necessity of any demand or notice from Agent or
any other Bank, if and to the extent that they exceed the limitations imposed by
Section 2.02(A).  Borrower may repay and reborrow under the Revolving Credit
Loan Commitment subject to the terms and conditions of this Agreement.

     (E)  The Revolving Credit Loans shall be evidenced by notes in the form of
Exhibit A  (each a "Revolving Credit Note").

     (F)  Subject to the terms and conditions of this Agreement, the Banks shall
make to Borrower (i) a term loan in the aggregate principal amount of
$9,200,000.00 ("Term Loan 1") and (ii) a term loan in the aggregate principal
amount of $7,700,000.00 ("Term Loan 2").  Each Bank's Pro Rata Share of each of
the Term Loans is set forth on Schedule 6.  The disbursement of the Term Loans
pursuant to this Section 2.01(F) shall be made in accordance with the written
instructions of Borrower on the date hereof.

     (G)  Term Loan 1 shall be evidenced by notes, maturing on July __, 2006,
(the "Term Loan Termination Date"), in the form of Exhibit B-1 (each, "Term Note
1").  Term Loan 2 shall be evidenced by notes, maturing on the Term Loan
Termination Date, in the form of Exhibit B-2 (each, "Term Note 2").

     (H)  Term Loan 1 shall be repaid by Borrower in 20 installments of
$460,000.00 each, payable on the first day of each  October, January, April and
July hereafter, commencing October 1, 2001.  Term Loan 2 shall be repaid by
Borrower in 20 installments of $129,000.00 each, payable on the first day of
each October, January, April and July hereafter, commencing October 1, 2001.  In
addition, Borrower shall make a principal payment with respect to Term Loan 2 on
or before March 30 of each calendar
<PAGE>

year in an amount equal to 50% of the Excess Cash Flow for the immediately
preceding calendar year.

     Any principal outstanding under either of the Term Loans, together with any
interest thereon which is accrued but not paid, shall be payable on the Term
Loan Termination Date.

     (I)  Borrower may from time to time request that any portion of either Term
Loan (each a "Tranche") in excess of $1,000,000 (with increments of $500,000
above $1,000,000) bear interest at a Euro-Dollar Rate, upon at least three Euro-
Dollar Business Days' notice to Bank specifying the desired Interest Period to
be applicable to such Tranche in accordance with and subject to the mechanics
described in Section 2.01(B); provided, however, that in no event shall more
than an aggregate of six such Tranches be outstanding at any time with respect
to the Term Loans.

     2.02  Interest on Loans.  (A)  Except as provided in Section 2.02(B), (i)
while a Term Loan or any portion thereof is a Euro-Dollar Loan, it shall bear
interest at a per-annum rate equal to the applicable Euro-Dollar Rate, and at
other times it shall bear interest at the applicable Floating Rate and (ii)
while any Revolving Credit Loan is a Euro-Dollar Loan, it shall bear interest at
a per-annum rate equal to the applicable Euro-Dollar Rate, and at other times it
shall bear interest at the applicable Floating Rate.  Interest shall be
calculated on the basis of a 360-day year, counting the actual number of days
elapsed.  Interest on the Floating Rate Loans shall be paid monthly in arrears
commencing on August 1, 2001 and continuing on the first day of each month
thereafter.  Interest on each Euro-Dollar Loan (including any Euro-Dollar Loans
outstanding as of the date hereof under the Original Loan Agreement) shall be
paid on the applicable Payment Date.

     (B)  Any Obligation of Borrower which is not paid when due, whether at
stated maturity, by acceleration or otherwise, shall bear interest payable on
demand at the interest rate then in effect with respect thereto plus two
percent.  In addition, after the occurrence of any Event of Default and delivery
to Borrower of Agent's notice to charge post-default interest, all Obligations
of Borrower shall bear interest at the highest rate provided for in the
immediately preceding sentence.

     (C)  In the event Borrower elect to pay interest on any Loan based on a
Euro-Dollar Rate, upon the expiry of the applicable Interest Period, such Loan
shall bear interest at the applicable rate determined by reference to the
Floating Rate unless Borrower repays such Loan on the Payment Date or Borrower
timely elects, in the manner provided herein, to pay interest based on a Euro-
Dollar Rate prior to such expiry.

     (D)  Notwithstanding any other provisions of this Agreement, if at any time
a Bank shall determine in good faith that any change in applicable law or
regulation or in the interpretation thereof makes it unlawful or unduly
burdensome for such Bank to make or continue to maintain any Euro-Dollar Loan,
then such Bank shall promptly give notice thereof to Agent and Borrower, and
such Bank's obligation to make, continue or effect by
<PAGE>

conversion such Euro-Dollar Loan under this Agreement shall terminate until it
is no longer unlawful or unduly burdensome for such Bank to make such Euro-
Dollar Loan. In such event, Borrower shall prepay on demand the outstanding
principal amount of the affected Euro-Dollar Loans, together with all interest
accrued thereon and all other amounts payable to such Bank under this Agreement;
provided, however, Borrower may then elect to borrow the principal amount of
such Euro-Dollar Loans by means of a Floating Rate Loan subject to the terms and
conditions of this Agreement. If the obligation of any Bank to make or maintain
Euro-Dollar Loans has been so terminated or suspended, Borrower may elect, by
giving notice to such Bank through Agent that all Loans which would otherwise be
made by such Bank to such Borrower as Euro-Dollar Loans shall be instead
Floating Rate Loans.

     (E)  Notwithstanding any other provision of this Agreement to the contrary,
if prior to the commencement of any Interest Period any Bank shall determine (i)
that deposits in the amount of any Euro-Dollar Loan scheduled to be outstanding
are not available to such Bank in the relevant market or (ii) by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Adjusted LIBOR Rate, then such Bank shall
promptly give notice thereof to Agent and Borrower and the obligation of such
Bank to make or effect by conversion any such Euro-Dollar Loan in such amount
and for such Interest Period shall terminate until deposits in such amount and
for the Interest Period selected by Borrower shall again be readily available in
the relevant market and adequate and reasonable means exist for ascertaining the
Adjusted LIBOR Rate.  Upon the giving of such notice, Borrower may elect to
either (i) pay or prepay, as the case may be, such affected Loan together with
all accrued interest thereon and all other amounts payable to such Bank under
Section 2.02(H) or (ii) convert such affected Loan to a Floating Rate Loan,
subject to all the terms and conditions of this Agreement.

     (F)  With respect to the Euro-Dollar Loans, if a Bank shall determine in
good faith that any change in any applicable law, treaty, regulation or
guideline (including Regulation D of the FRB) or any new law, treaty, regulation
or guideline, or any interpretation of any of the foregoing by any governmental
authority charged with the administration thereof or any central bank or other
fiscal, monetary or other authority having jurisdiction over the Bank or its
Euro-Dollar Lending Office or the Euro-Dollar Loans contemplated by this
Agreement (whether or not having the force of law) shall:

     (i) impose, modify or deem applicable any reserve (but excluding with
respect to any Euro-Dollar Loan any reserve percentage included in determining
the applicable Adjusted LIBOR Rate), capital, special deposit, compulsory loan,
assessment or similar requirements against assets held by, or deposits in or for
the account of, or loans by, or any other acquisition of funds or disbursements
by, such Bank or an office thereof;

     (ii) subject such Bank, any Euro-Dollar Loan or the Note evidencing such
Euro-Dollar Loans to any tax (including any United States interest equalization
tax or similar tax however named applicable to the acquisition or holding of
debt obligations
<PAGE>

and any interest or penalties with respect thereto), duty, charge, stamp tax,
fee, deduction or withholding in respect of this Agreement, any Euro-Dollar Loan
or any Note evidencing a Euro-Dollar Loan, except such taxes as may be measured
by the overall net income of such Bank or its Euro-Dollar Lending Office and
imposed by the jurisdiction, or any political subdivision or taxing authority
thereof, in which such Bank's principal executive office or its Euro-Dollar
Lending Office is located;

     (iii)  change the basis of taxation of payments of principal and interest
due from Borrower to such Bank hereunder or under any Note evidencing a Euro-
Dollar Loan (other than by a change in taxation of the overall net income of
such Bank); or

     (iv)   impose on the Bank any penalty with respect to the foregoing or any
other condition regarding this Agreement, its disbursement, any Euro-Dollar Loan
or any Note evidencing a Euro-Dollar Loan except for any penalty which results
directly from the negligence or misconduct of the Bank in requesting such
reimbursement;

and such Bank shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to such Bank
of making or maintaining any Euro-Dollar Loan hereunder or to reduce the amount
of principal or interest received by such Bank (without benefit of, or credit
for, any prorations, exemptions, credits or other offsets available under any
such laws, treaties, regulations, guidelines or interpretations thereof), then
Borrower shall pay to such Bank on demand, from time to time as specified by the
Bank, such additional amounts as such Bank shall determine are sufficient to
compensate and indemnify such Bank for such increased cost or reduced amount;
provided that such Bank shall give prior notice of such increased cost or
reduced amount and Borrower may at their option, prepay such affected Euro-
Dollar Loans together with the amount payable pursuant to Section 2.03(H).  If a
Bank makes such a claim for compensation, it shall provide to Borrower a
certificate setting forth such increased cost or reduced amount and the basis
for such determination as a result of any event mentioned herein and such
certificate shall in the absence of manifest error, constitute prima facie
evidence as to the amount thereof.

     (G)    If prior to any Interest Period a Bank shall have determined (which
determination shall be conclusive and binding upon Borrower) that the method of
computing the rate of interest applicable to any Euro-Dollar Loan does not
accurately reflect the cost to such Bank of making or effecting by conversion
any such Euro-Dollar Loan, then such Bank shall give prompt telephonic, telex or
telegraphic notice of such determination to Agent and Borrower.  After such
notice and in the event Borrower desires to make or effect by conversion such
Euro-Dollar Loan, during the 30 calendar days next succeeding the giving of such
notice, Borrower and the affected Bank shall negotiate in good faith in order to
arrive at a mutually satisfactory method of computing the interest rate
applicable to the Euro-Dollar Loans hereunder, as the case may be, to be
substituted for the interest rate specified in this Agreement.  If within such
30 day period Borrower and the affected Bank shall agree in writing upon a
substituted interest rate, then such substituted interest rate shall be
effective from the first day of the relevant Interest Period for such Euro-
Dollar Loan.  If Borrower and the affected Bank are unable
<PAGE>

to agree in writing upon a substituted rate within the above 30 day period, then
Borrower shall on demand either (i) prepay, without penalty or charge, the
relevant Euro-Dollar Loans, in full, or (ii) convert such Euro-Dollar Loans into
Floating Rate Loans subject to all the terms and conditions of this Agreement,
and, in either case, shall pay interest thereon from the date such Euro-Dollar
Loan was made or effected by conversion until such Euro-Dollar Loan is prepaid
or converted, as the case may be, at the rate per annum (rounded upward, if
necessary, to the nearest whole multiple of 1/16 of 1%) which is equal to the
sum of (i) 3.5% and (ii) the effective cost as computed by the affected Bank of
maintaining such Loan from deposits obtained in the secondary market, together
with all other amounts then due and payable to the affected Bank under this
Agreement. A certificate as to such effective cost and the manner of the
computation of such cost shall, in the absence of manifest error, constitute
prima facie evidence as to the amount thereof.

     (H)    In the event a Bank shall incur any loss, cost or expense (including
any loss of profit and any loss, cost or expense incurred by reason of the
liquidation or re-employment of deposits or other funds acquired by such Bank to
fund or maintain any Euro-Dollar Loan or the relending or reinvesting of such
deposits or amounts paid or prepaid to the Bank) as a result of:

     (i)    any payment (including any prepayment) of a Euro-Dollar Loan on a
date other than the last day of the then applicable Interest Period;

     (ii)   any failure by Borrower to borrow a Euro-Dollar Loan on the date
specified in its notice given pursuant to this Agreement;

     (iii)  any failure by Borrower to make any payment of principal or interest
when due on any Euro-Dollar Loan, whether at stated maturity, by acceleration or
otherwise; or

     (iv)   the occurrence of any Event of Default;

then, upon the demand of the Bank, Borrower shall pay to such Bank such amount
as will reimburse such Bank for such loss, cost or expense to the extent such
loss, cost or expense is not otherwise reimbursed by the after-maturity interest
rate specified in this Agreement or reimbursed pursuant to Section 11.03.  If a
Bank makes such a claim for compensation, it shall provide to Borrower a
certificate setting forth the amount of such loss, cost or expense in reasonable
detail and the manner of computation of the same and such certificate shall
constitute, in the absence of manifest error, prima facie evidence as to the
amount thereof.

     (I)    Any Bank may, at its option, elect to make, fund or maintain its
Loans hereunder at the branch or office specified on the signature page hereto
or such other of its branches or offices as the Bank may from time to time
elect.

     (J)    Notwithstanding any provision of this Agreement to the contrary,
such Bank shall be entitled to fund and maintain its funding of all or any part
of the Loans in any manner it sees fit, it being understood, however, that for
the purposes of this Agreement
<PAGE>

all determinations hereunder as to Euro-Dollar Loans shall be made as if the
Bank had actually funded and maintained each Euro-Dollar Loan during each
Interest Period for such Euro-Dollar Loan through the purchase of deposits in
the relevant market having a maturity corresponding to such Interest Period and
bearing an interest rate equal to the Euro-Dollar Rate for such Interest Period.

     (K)   The provisions of Section 2.02 shall survive for a period of six
months following the later of the termination of this Agreement and the payment
in full of the Revolving Credit Loans.

     (L)   Each Bank agrees that in making calculations and determinations under
Sections 2.02(F), (G) and (H), it will do so in good faith and will make
allocations, on an equitable basis, of amounts to be charged to Borrower and to
other customers of the Bank which have arrangements for LIBOR borrowings similar
to those hereunder.

     (M)   Each Bank shall promptly notify Borrower and Agent of any event of
which it has knowledge which will result in, and will use reasonable commercial
efforts available to it (and not, in such Bank's sole judgment, otherwise
disadvantageous to such Bank) to mitigate or avoid, (i) any obligation by
Borrower to pay any amount pursuant to Section 2.02(G) or (ii) the occurrence of
any circumstances described in Sections 2.02(D), (E), or (F) (and, if any Bank
has given notice of any such event described in clause (i) or (ii) above and
thereafter such event ceases to exist, such Bank shall promptly so notify
Borrower and Agent).  Without limiting the foregoing, each Bank will designate a
different funding office if such designation will avoid (or reduce the cost to
Borrower of) any event described in clause (i) or (ii) of the preceding sentence
and such designation will not, in such Bank's sole judgment, be otherwise
disadvantageous to such Bank.

     If Borrower becomes obligated to pay additional amounts to any Bank
pursuant to Section 2.02(G), or any Bank gives notice of the occurrence of any
circumstances described in Sections 2.02(D), (E) or (F), Borrower may designate
another bank which is acceptable to Agent in its reasonable discretion (such
other bank being called a "Replacement Bank") to purchase the Loans  of such
Bank and such Bank's rights hereunder, and to assume such Bank's Commitment and
other obligations hereunder, without recourse to or warranty by, or expense to,
such Bank, for a purchase price equal to the outstanding principal amount of the
Loans payable to such Bank plus any accrued but unpaid interest on such Loans
and all accrued but unpaid fees owed to such Bank and any other amounts payable
to such Bank under this Agreement, and to assume all the obligations of such
Bank hereunder, and, upon such purchase, such Bank shall no longer be a party
hereto or have any rights hereunder (other than indemnities and other similar
rights applicable to such Bank prior to the date of such assignment and
assumption) and shall be relieved from all obligations to Borrower hereunder,
and the Replacement Bank shall succeed to the rights and obligations of such
Bank hereunder.

     2.03  Maximum Rate Permitted.  If, at any time, the interest rate and other
charges imposed hereunder shall be deemed by any competent Governmental
Authority to exceed the maximum rate of interest permitted by any applicable
Laws, for such time
<PAGE>

as the interest and such charges would be deemed excessive, its application
shall be suspended and there shall be charged instead the maximum rate of
interest and charges permissible under such Laws.

     2.04  Prepayment.  Borrower may prepay either Term Loan without penalty,
premium or additional charge (except as provided in Sections 2.02(D) through
(H)) at any time and in whole or in part (but, if in part, then in an amount not
less than $1,000,000.00 or a whole multiple thereof).

     2.05  Application of Payments.  All payments, which are not prepayments,
received from Borrower for payment on the Loans shall be applied by Agent first
to unpaid interest due and payable on the Term Loan, second to unpaid interest
due and payable on the Revolving Credit Loans, third to installments in respect
of the Term Loan then due or past due, fourth to the reduction of the principal
outstanding on the Revolving Credit Loans (Borrower may designate whether
payments are to be applied to other Revolving Credit Loans, and in the absence
of such designation Agent may direct the application in its discretion), and
fifth to further reduction of the principal amount of the Term Loan in inverse
order of maturity.

     2.06  Fees.  (A) Borrower shall pay the Agent a loan restructuring fee in
an amount equal to $150,000 (the "Restructuring Fee"), which shall be deemed
fully earned and nonrefundable as of the date of Closing.  The Restructuring Fee
shall be paid to each Bank in accordance with Schedule 6.

           (B)  Borrower shall pay Agent a fee (the "Non-Use Fee") equal to the
Applicable Margin per annum multiplied by the daily unused portion of the
Revolving Credit Loan Commitment.  For purposes of calculating the Non-Use Fee
as provided in the immediately preceding sentence, any amount of Debt of
FarmPro, Inc. that is guaranteed by Borrower shall be deemed to be included as
part of the unused portion of the Revolving Credit Loan Commitment. The Non-Use
Fee shall be payable quarterly in arrears on the first day of each April, July,
October and January hereafter.

           (C)  Borrower shall pay an annual fee to Agent in the amount, in the
manner and at the time set forth in the fee letter dated August 6, 1998 by and
between Agent and Borrower.

           (D)  On the date of issuance of each standby Letter of Credit,
Borrower shall pay a fronting fee to the Issuing Bank in an amount equal to 1.0%
of the face amount of such Letter of Credit.

     2.07  Payments by Borrowers.  (A)  All payments to be made by Borrower or
Borrowing Subsidiary shall be made without set-off, recoupment or counterclaim.
Except as otherwise expressly provided herein, all payments by Borrower shall be
made to Agent for the account of the Banks at Agent's Payment Office, and shall
be made in U.S. dollars.  Such payments shall be in immediately available in
funds and made no later than 11:00 a.m. (Chicago time) on the date specified
herein.  Agent will promptly
<PAGE>

distribute to each Bank its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by Agent later than the time specified above applicable to such
payment shall be deemed to have been received on the following Business Day and
any applicable interest or fee shall continue to accrue.

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

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

     2.08  Payments by the Banks to Agent.  (A)  Unless Agent receives notice
from a Bank on or prior to the Closing with respect to such Borrower or, with
respect to any borrowing by Borrower after such Closing with respect to such
Borrower, at least one Business Day prior to the date of such borrowing, that
such Bank will not make available as and when required hereunder to Agent for
the account of  Borrower the amount of that Bank's Pro Rata Share of the
borrowing, Agent may assume that each Bank has made such amount available to
Agent in immediately available funds on the borrowing date and Agent may (but
shall not be so required), in reliance upon such assumption, make available to
Borrower on such date a corresponding amount.  If and to the extent any Bank
shall not have made its full amount available to Agent in immediately available
funds and Agent in such circumstances has made available to Borrower such
amount, that Bank shall on the Business Day following such borrowing date make
such amount available to Agent, together with interest at the Federal Funds Rate
for each day during such period.  A notice of Agent submitted to any Bank with
respect to amounts owing under this Section 2.08(A) shall be conclusive, absent
manifest error.  If such amount is so made available, such payment to Agent
shall constitute such Bank's Loan on the date of borrowing for all purposes of
this Agreement.   If such amount is not made available to Agent on the Business
Day following the borrowing date, Agent will notify Borrower of such failure to
fund and, upon demand by Agent, Borrower shall pay such amount to Agent for
Agent's account, together with interest thereon for each day elapsed since the
date of such borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such borrowing.
<PAGE>

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

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

     ARTICLE III.  CONDITIONS PRECEDENT

     The obligation of the Banks to make the Loans and issue Letters of Credit
is subject to the following conditions precedent:

     3.01  Conditions of Initial Loans and Letters of Credit.  Borrower shall
have delivered or caused to be delivered to the Bank on or before the date of,
but prior to, any disbursement of Revolving Credit Loans and the Term Loan
(hereinafter called the "Closing"), the following, each to be satisfactory to
Agent in all respects:

     (A)    The documents, certificates and instruments listed on Schedule 7;
and

     (B)    Such other documents, certificates and evidence as Agent may request
to consummate the transactions contemplated hereby.

     3.02   Conditions of Subsequent Disbursements.  At the time of the Closing,
at the time of each subsequent disbursement under the Revolving Credit Loan
Commitment or issuance of a Letter of Credit, each of the following statements
shall be true; and (i) at
<PAGE>

the Closing, Borrower shall deliver to Agent a certificate dated the date of the
Closing, signed by an Authorized Borrower Representative, to such effect, and
(ii) with respect to each subsequent Revolving Credit Loan, Borrower's request
for same shall be deemed to be Borrower's representation to such effect at and
as of the time such Revolving Credit Loan is made.

     (i)    The representations and warranties set forth in this Agreement are
true and correct as of such date.

     (ii)   No Event of Default or Unmatured Event of Default shall have
occurred and be continuing.

     (iii)  No material adverse change shall have occurred in the financial
condition of Borrower since the date of this Agreement.

     (iv)   All liens on Collateral granted to Agent are and remain valid first
priority liens (subject only to Permitted Liens) in full force and effect.

     ARTICLE IV.  COLLATERAL SECURITY

     4.01   Collateral.  The property in which a security interest is granted
pursuant to the provisions of Sections 4.02 and 4.03 is herein collectively
called the "Collateral."  The Collateral, together with all of Borrower's other
property of any kind held by any Bank, shall stand as one general, continuing
collateral security for all Obligations of Borrower and may be retained by any
Bank until all such Obligations have been satisfied in full, and this Agreement
shall have been terminated.

     4.02   Amounts Held by Banks.  As security for the prompt satisfaction of
all Obligations of Borrower, Borrower hereby assigns, transfers and sets over to
Agent on behalf of the Banks all of its right, title and interest in and to, and
grants Agent on behalf of the Banks' a lien on and a security interest in, all
amounts that may be owing from time to time by any Bank to Borrower in any
capacity, including any balance or share belonging to Borrower of any deposit or
other account with a Bank, which lien and security interest shall be independent
of any right of set-off which a Bank may have.

     4.03   Further Collateral.  As further security for the prompt satisfaction
of all Obligations of Borrower, Borrower hereby assigns, transfers and sets over
to Agent on behalf of the Banks all of its right, title and interest in and to,
and grants to Agent on behalf of the Banks a lien on and security interest in,
all of its right, title and interest in and to the following, wherever located,
whether now owned or hereafter acquired or arising, together with all
replacements therefor, proceeds, including insurance proceeds, thereof and
products thereof:

     (A)   Accounts;
<PAGE>

     (B)   Certificated Securities, including all Stock of any Subsidiary of
Borrower, whether now existing or hereafter formed or acquired, other than any
foreign Subsidiary of Borrower;

     (C)   Chattel Paper;

     (D)   Computer Hardware and Software and all rights with respect thereto,
including any and all licenses, options, warranties, service contracts, program
services, test rights, maintenance rights, support rights, improvement rights,
renewal rights and indemnifications and any substitutions, replacements,
additions or model conversions of any of the foregoing;

     (E)   Deposit Accounts;

     (F)   Documents;

     (G)   General Intangibles (including (i) all of Borrower's Intellectual
Property, (ii) any rights of Borrower arising from time to time to receive
payment under a billing to a person representing such Person's obligation to
reimburse to Borrower for indebtedness paid or to be paid by Borrower for such
Person's account, (iii) any rights of Borrower arising out of leases, licenses
and contracts that are not Accounts and (iv) tax refunds);

     (H)   Goods (including all of Borrower's Consumer Goods, Equipment, Farm
Products, Fixtures and Inventory, but excluding all Hazardous Substances;
provided that this reference to Hazardous Substances does not constitute
evidence of any Bank's knowledge of the existence of any Hazardous Substances of
Borrower), together with all accessions, additions, attachments, improvements,
substitutions and replacements thereto and therefor and all accessories, parts
and other property used in connection therewith;

     (I)   Instruments;

     (J)   Insurance policies (other than key-man life insurance policies),
including claims or rights to payment thereunder;

     (K)   Investment Property;

     (L)   Liens, guaranties and other rights and privileges pertaining to any
of the Collateral;

     (M)   Money cash or cash equivalents (of every jurisdiction whatsoever);

     (N)   right, title and interest in any Goods, the sale or lease of which
has given or will give rise to, and in all guaranties and other property
securing the payment of or performance under, any Account, General Intangible,
Chattel Paper or Instrument; and
<PAGE>

     (O)   Uncertificated Securities, including all Stock of any Subsidiary of
Borrower, whether now existing or hereafter formed or acquired, other than any
foreign Subsidiary of Borrower;

     (P)   as to any foreign Subsidiary of Borrower (whether now existing or
hereafter formed or acquired), the maximum percentage of the Stock of such
Subsidiary which may be pledged from time to time without causing Borrower to be
subject to U.S. income tax on the earnings and profits of such Subsidiary;
provided; however, that in the case of Avemarau, Borrower shall pledge 49% of
the Stock thereof to the Agent until December 31, 2001 and thereafter, the
maximum percentage of the Stock thereof which may be pledged from time to time
without causing Borrower to be subject to U.S. income tax on the earnings and
profits of Avemarau; and

     (Q)   all books and records pertaining to any of the foregoing.

In addition and as further security, Borrower will execute and deliver to Agent
on behalf of the Banks security agreements and such other documents, including
financing statements, in connection herewith as shall be required by Agent.

     4.04  First Liens.  The liens created in Sections 4.02 and 4.03 shall be
first and prior liens, subject only to Permitted Liens.

     4.05  Representatives and Warranties Regarding Collateral.  Borrower
represents and warrants to Agent and each Bank as follows:

     (A)   Borrower is the owner of the Collateral and grants the security
interest made in Sections 4.02 and 4.03 in consideration of value given by the
Banks, the sufficiency of which Borrower hereby acknowledges.

     (B)   Other than the security interests granted in Sections 4.02 and 4.03,
the Collateral is free from any lien, security interest, encumbrance or other
right, title or interest of any other Person except for Permitted Liens.

     (C)   All Collateral is kept solely at the location or locations identified
in Schedule 2.  Except as specified on Schedule 2, no Collateral is or shall be
kept, stored or maintained with a bailee, warehouseman, carrier or similar party
without Agent's prior written consent.

     (D)   With respect to Accounts of Borrower or any Subsidiary thereof,
except as otherwise disclosed by Borrower to Agent in writing:

           (i)  the Accounts are genuine, in all respects what they purport to
be and are not evidenced by a judgment;
<PAGE>

        (ii)    the Accounts represent bona fide transactions completed in
accordance with the terms and provisions contained in the invoices and other
documents evidencing same;

        (iii)   the amounts thereof, which are shown on all such invoices and
statements evidencing same, are actually and absolutely owing to Borrower and
are not contingent for any reason;

        (iv)    to the best of Borrower's knowledge, there are no setoffs,
counterclaims or disputes existing or asserted with respect to the Accounts and
Borrower has not made any agreement with any Account Debtor thereof for any
deduction therefrom;

        (v)     to the best of Borrower's knowledge, there are no facts, events
or occurrences which in any way impair the validity or enforceability of the
Accounts or tend to reduce the amount payable thereunder from the amount
thereof;

        (vi)    to the best of Borrower's knowledge, all of the Account Debtors
have the capacity to contract and are solvent;

        (vii)   the services and/or goods sold giving rise to the Accounts are
not subject to any lien, claim, encumbrance or security interest except that of
Agent and except for Permitted Liens;

        (viii)  Borrower has no knowledge of any fact or circumstance which
would impair the validity or collectability of the Accounts;

        (ix)    to the best of Borrower's knowledge, there are no proceedings or
actions which are threatened or pending against any Account Debtor which might
result in a material adverse change in such Account Debtor's financial
condition; and

        (x)     none of the Accounts is pursuant to an invoice requiring payment
in more than 30 days, except for Accounts representing in the aggregate not more
than 5% of all Accounts.

     (E)   With respect to Inventory of Borrower or any Subsidiary of Borrower,
Borrower has correct and accurate records itemizing and describing the type and
quantity of Inventory, and Borrower's or such Subsidiary's cost therefor and
selling price thereof; provided, however, that it is acknowledged that Borrower
does not maintain a perpetual inventory at its manufacturing facilities, but
rather performs an annual physical inventory thereat.

     4.06  Special Collateral.  Immediately upon Borrower's receipt of that
portion of the Collateral, if any, which is evidenced by an instrument and/or
document, including promissory notes, documents of title, certificated
securities and warehouse receipts (collectively the "Special Collateral") for
the purpose of perfecting Agent's security
<PAGE>

interest in such Special Collateral, Borrower shall deliver the original thereof
to Agent, together with appropriate endorsements and/or specific evidence of the
assignment thereof to Agent, in form and substance acceptable to Agent;
provided, however, that unless there shall exist an Event of Default or Agent
shall have specifically requested same, Borrower need not deliver to Agent
Special Collateral representing advances to employees.

     4.07  Contracts with U.S. Government.  If and to the extent that any of the
Collateral is evidenced by, or arises under, any contract with the United States
of America or any agency or instrumentality thereof, Borrower will immediately
notify Agent of same.

     4.08  Contracts Regarding Collateral.  Borrower covenants and agrees with
Agent and each Bank as follows:

     (A)   Borrower will not hereafter grant a security interest in the
Collateral, or transfer the Collateral to any other Person, except as
specifically permitted by this Agreement.

     (B)   Borrower will at all times defend the Collateral against any claims
of any Person adverse to the claims of Agent.

     (C)   All of Borrower's places of business, including Borrower's principal
office, are described on Schedule 2.  All Collateral covered by this Agreement
is and will be kept only at location(s) specified on Schedule 2.  Collateral
shall not be removed to, or kept at, and Borrower shall not establish a place of
business at, any other place without the prior written consent of Agent, other
than new locations within the 48 contiguous states, provided that (i) at least
60 days prior to the establishment of such new location, Borrower shall have
given Bank written notice thereof, and (ii) prior to the establishment of such
new location, Borrower shall have delivered to Agent such financing statements,
third-party lien waivers and other documentation as Agent shall require in
connection therewith.  If Collateral is at any time kept or located at locations
other than those listed, the Banks' security interest therein shall continue.

     (D)   During the preceding five years, neither Borrower nor any predecessor
of Borrower has been known as or used any corporate, fictitious or trade names
or trade styles, other than those disclosed on Schedule 3.

     (E)   All patents, trademarks, service marks and copyrights, and all
licenses, registrations and applications for registration thereof, owned, used
or to be used by Borrower in the operation of its business, are listed on
Schedule 4.  Borrower will promptly notify Agent in writing of Borrower's
acquisition of any such assets hereafter occurring.

     (F)   The Equipment in which Agent is granted a security interest will not
at any time be affixed or attached to any real estate in such a manner that it
will become a
<PAGE>

fixture, unless Agent shall have a first priority, perfected lien on such real
estate as security for the Obligations of Borrower. The Equipment will be used
or bought for use solely for business purposes.

     (G)   Borrower shall permit Agent to inspect and evaluate the Collateral
and any books and records of Borrower relating thereto at all reasonable times
and to verify any Accounts by any reasonable method satisfactory to Agent, all
at the expense and risk of Borrower.

     (H)   By identifying Accounts on any schedule or other document delivered
to Agent or any Bank, Borrower shall be deemed to be making the representations
and warranties contained in Section 4.05(D) with respect to such Accounts.

     (I)   With respect to Accounts, Borrower shall:

           (i)   promptly upon Borrower's learning thereof, inform Agent in
writing of any material delay in Borrower's performance of any of its
obligations to any Account Debtor whose outstanding Accounts aggregate
$500,000.00 or more and of any assertion of any claims, offsets or counterclaims
by any such Account Debtor and of any extraordinary allowances, credits and/or
other monies granted by Borrower to any such Account Debtor;

           (ii)  not permit or agree to any material extension, compromise or
settlement or make any change or modification of any kind or nature with respect
to any material Accounts, including any of the terms relating thereto;

           (iii) promptly upon Borrower's receipt or learning thereof, inform
Agent of the commencement of bankruptcy proceedings involving any Account Debtor
whose outstanding Accounts aggregate $500,000.00 or more; and

           (iv)  other than goods returned in the ordinary course of business
and having an aggregate invoice price not exceeding $500,000.00 per year, keep
all goods returned by any Account Debtor and all goods repossessed or stopped in
transit by Borrower from any Account Debtor segregated from the other property
of Borrower, and hold the same as trustee for Agent until resold or otherwise
directed in writing by Agent.

     (J)   With respect to Inventory, Borrower shall from and after the date
hereof keep correct and accurate records reflecting Borrower's cost therefor and
the selling price thereof, all of which records shall be available at all
reasonable times, upon demand, to any of Agent's officers, employees or agent
for inspection and copying thereof.

     (K)   Borrower shall keep and maintain the Equipment in good operating
condition and repair and shall make all necessary replacements thereof and
renewals thereto so that the value and operating efficiency thereof shall at all
times be maintained and preserved; provided, however, that Borrower may sell
obsolete Equipment for a price
<PAGE>

which reasonably approximates its fair market value if the proceeds thereof are
paid directly to Agent for application to Borrower's Obligations.

     4.09  Insurance.  Borrower shall, at its sole cost and expense, keep and
maintain its Inventory and Goods insured for the greater of the full insurable
value or the full replacement value thereof against loss or damage by fire,
theft, explosions, sprinklers and all other hazards and risks (i) covered by
extended coverage and/or (ii) ordinarily insured against by other owners or
users of properties in similar businesses.  All such policies of insurance shall
be in form, with insurers and in such amounts as may be satisfactory to Agent.
Borrower shall deliver to Agent a certificate of insurance with respect to each
policy of insurance and evidence of payment of all premiums for each such
policy.  Such policies of insurance shall contain a lender's loss payable
endorsement, in form and substance acceptable to Agent, showing loss payable to
Agent.  Such endorsement or an independent instrument furnished to Agent shall
provide that all insurance companies shall give Agent at least thirty (30) days
prior written notice before any such policy or policies of insurance shall be
altered or canceled and that no act or default of Borrower or any other Person
shall affect the right of Agent to recover under such policy or policies of
insurance in case of loss or damage.  Borrower hereby directs all insurers under
such policies of insurance to pay all proceeds payable thereunder directly to
Agent.  With respect to all claims in excess of $100,000.00, and with respect to
all claims of any size at any time during the existence of an Event of Default,
Borrower irrevocably appoints Agent and all officers, employees or agents
designated by Agent as Borrower's true and lawful attorney and agent in fact for
the purpose of making, settling and adjusting claims under such policies of
insurance, endorsing the name of Borrower on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect to such policies of
insurance.  If Borrower at any time or times hereafter shall fail to obtain or
maintain any of the policies of insurance required above, or to pay any premium
in whole or in part relating thereto, Agent, without waiving or releasing any of
the Obligations of Borrower or any Event of Default, may at any time or times
thereafter, but shall be under no obligation to do so, obtain and maintain such
policies of insurance and pay such premiums and take any other action with
respect thereto which Agent deems necessary or advisable.  All sums so disbursed
by Agent, including attorney's fees, court costs, expenses and other charges
relating thereto, shall be part of the Obligations, payable by Borrower to Agent
on demand.

     4.10  Actions by Agent.  Agent may, at any time or times hereafter, in its
sole discretion, without waiving or releasing any obligation, liability or duty
of Borrower under this Agreement or the other Loan Documents, or any Event of
Default, pay, acquire and/or accept an assignment of any security interest,
lien, claim or encumbrance asserted by any Person against the Collateral.  All
sums paid by Agent in respect thereof and all costs, fees and expenses,
including attorneys' fees, court costs, expenses and other charges relating
thereto, which are incurred by Agent on account thereof, shall be payable, upon
demand, by Borrower to Agent and shall be additional Obligations of Borrower
hereunder secured by the Collateral.
<PAGE>

     4.11  Subsidiary Collateral.  Simultaneous herewith, DMC is delivering the
following:  (a) a reaffirmation of guaranty of the Obligations of Borrower, and
(c) an amendments to the security  agreement pursuant to which DMC pledged
certain assets to secure said guaranty.

     4.12  Survival.  Each of the representations, warranties and agreements set
forth in this Article IV shall survive the execution and delivery of this
Agreement and shall remain effective until this Agreement shall have been
terminated and all Obligations of Borrower shall have been paid and satisfied in
full.

     4.13  Supplemental Documentation.  At Agent's request, Borrower shall
execute and deliver to Agent, at any time or times hereafter, all Supplemental
Documentation that Agent may request, in form and substance acceptable to Agent,
and pay the costs of any recording or filing of the same.  Borrower authorizes
Agent (and all Persons designated by Agent for that purpose) to file UCC
financing statements describing the Collateral and any Supplemental
Documentation required hereby, to sign the name of Borrower on any of the
Supplemental Documentation and to deliver any of the Supplementation
Documentation to such Persons as Agent, in its sole discretion, may elect.
Borrower agrees that a carbon, photostatic, photographic, or other reproduction
of this Agreement or of a financing statement is sufficient as a financing
statement and may be filed by Agent in any filing office.

     ARTICLE V.  REPRESENTATIONS AND WARRANTIES

     To induce the Banks to consummate the transactions contemplated hereby,
Borrower represents and warrants to Agent and each Bank as follows:

     5.01  Corporate Existence.  Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
has the lawful power and authority to own its properties and to carry on its
business as now conducted, and is qualified to do business and is in good
standing as a foreign corporation in the State of Illinois and in each other
jurisdiction wherein the nature of the business transacted or to be transacted
by it or property owned or to be owned by it makes such qualification necessary
and where the failure to be so qualified would have a material adverse effect on
its business, properties or condition, financial or otherwise and possesses all
material permits necessary to operate the business it conducts.

     5.02  Corporate Authorization.  Borrower is empowered to perform all acts
and things undertaken and done pursuant to this Agreement and has taken all
corporate or other action necessary to authorize the execution, delivery and
performance of the Loan Documents.  The officers of Borrower executing the Loan
Documents have been duly elected or appointed and have been fully authorized to
execute such Loan Documents at the time executed.  The Loan Documents, when
executed and delivered, will be the legal, valid and binding obligations of
Borrower, enforceable against it in accordance with their respective terms.
<PAGE>

     5.03  Financial Statements.  The Financial Statements are complete and
accurate, fairly present the financial condition of Borrower at the respective
dates thereof and the results of operations for the respective periods covered
thereby, and (subject to normal year-end adjustments with respect to interim
Financial Statements) were prepared in accordance with GAAP.  Borrower does not
have any material liabilities or obligations (contingent or otherwise),
liability for taxes or unusual forward or long-term commitments, except as
disclosed in the Financial Statements, and except for obligations under
Stockholder Agreements.

     5.04  No Changes.  Since April 30, 2001, there has been no material change
in the assets, liabilities or financial condition of Borrower, other than
changes arising from transactions in the ordinary course of business and the
financing transactions contemplated by this Agreement, and none of such changes
has been materially adverse.

     5.05  Litigation.  Other than as set forth in Schedule 8, there are no
actions, suits or proceedings pending, or, to the best of the knowledge of
Borrower, threatened against or affecting Borrower at law or in equity or before
or by any Governmental Authority or any foreign equivalent thereof, which
involve the reasonable possibility of any material judgment or liability, or
which are, in the aggregate, material in light of the financial condition and
assets of Borrower.  There are no actions, suits, investigations or proceedings
pending, or to the best of the knowledge of Borrower, threatened against
Borrower or its properties regarding Environmental Laws, the manufacture,
storage or treatment of Hazardous Substances or products liability.

     5.06  No Default.  Borrower is not in violation of, and the execution and
delivery of the Loan Documents and the performance by Borrower of its
obligations under the Loan Documents, do not and will not result in Borrower
being in violation of or in conflict with, or constitute a default under any of,
Borrower's organizational documents, any term or provision of any note,
mortgage, indenture, contract, agreement, instrument, judgment or Law applicable
to Borrower, or result in the creation or imposition of any mortgage, lien,
charge or encumbrance of any nature whatsoever (other than those in favor of
Bank) upon any of the assets of Borrower pursuant to any such term or provision.
Borrower is not in default, after the expiration of any applicable grace or cure
periods, in any respect in the performance or fulfillment of any of its
obligations, covenants or conditions contained in any agreement or instrument to
which it is a party or by which any of its properties may be bound, and Borrower
does not know of any dispute regarding any such agreement or instrument.

     5.07  Use of Proceeds.  Borrower's uses of the proceeds of the Loans are,
and will continue to be, legal and proper corporate uses which are consistent
with all applicable Laws, with Borrower's Certificate of Incorporation, its By-
Laws, the resolutions of its Board of Directors, and the terms of this
Agreement.

     5.08  Outstanding Debt.  Borrower does not have outstanding any Debt
(except to the Banks and the Subordinated Notes,) or other obligation for
borrowed money, or for the deferred purchase price of property or services and
Borrower is not obligated as
<PAGE>

guarantor, co-signer or otherwise on any Debt or other obligation of any kind of
any other Person, except and to the extent shown on the Financial Statements at
the date of this Agreement, incurred in the ordinary course of business or
pursuant to the Stockholder Agreements or as otherwise permitted hereunder. No
Person is in default under any of said obligations.

     5.09  Taxes.  All tax returns and reports of Borrower required by law to be
filed, have been duly filed, and all taxes, assessments, fees and other
governmental charges (other than those presently payable without penalty or
interest) upon Borrower or upon any of its properties or assets, which are due
and payable, have been paid.  The charges, accruals and reserves on the books of
Borrower in respect of taxes are considered adequate by Borrower, and Borrower
does not know of any assessment of a material nature against it.

     5.10  Compliance.  Except to the extent that failure to comply would not
materially interfere with the conduct of the business of Borrower, or affect in
any way Borrower's obligations (or Banks' rights) under the Loan Documents,
Borrower has complied with all applicable laws with respect to: (i) any
restrictions, specifications or other requirements pertaining to products that
Borrower manufactures and sells or the services it performs, including all
Environmental Laws, (ii) the conduct of its business and (iii) the use,
maintenance, and operation of the real and personal properties owned or leased
by it in the conduct of its business.

     5.11  Governmental Authorization.  No authorization, consent, license or
approval of, or filing or registration with, or notification to, any
Governmental Authority is required in connection with the execution, delivery or
performance of the Loan Documents by Borrower.

     5.12  Title to Properties.  Borrower has good and marketable title to all
of its assets, all subject to no security interest, encumbrance, lien or claim
of any Person excepting only Permitted Liens, and there are no financing
statements or other evidence of any such security interest, encumbrance or lien
or any claim of any Person on file in any public office other than those
evidencing Permitted Liens.

     5.13  Ownership of Stock.  Except as set forth on Schedule 5, Borrower does
not own, directly or indirectly, any Stock.  As of the date of this Agreement,
the ownership of all of the issued and outstanding shares of Stock of Borrower
is as set forth on Schedule 5.  All outstanding shares of Borrower have been
duly authorized, validly issued, fully paid and are nonassessable.

     5.14  ERISA Compliance.  Borrower is in full compliance with the
requirements of ERISA; no fact, including any Reportable Event, exists in
connection with any Plan which might constitute grounds for the termination of
any such Plan by the PBGC or for the appointment by the appropriate United
States district court of a trustee to administer any such Plan; none of
Borrower, its Subsidiaries and the ERISA Affiliates maintains any Plan which has
an "accumulated funding deficiency" (as defined in Section 412 of the
<PAGE>

Internal Revenue Code) whether or not waived; none of Borrower, its Subsidiaries
and the ERISA Affiliates has incurred or is expected to incur, directly or
indirectly, any actual or contingent liabilities arising from plan termination
or withdrawal, under Title IV of ERISA; none of Borrower, its Subsidiaries and
the ERISA Affiliates has any Plan with an actuarial present value of accrued
plan benefits which exceeds the net assets available for such benefits
determined as of said Plan's most recent actuarial valuation within the last 12
months; except as disclosed in writing to the Agent prior to the date hereof,
none of Borrower, its Subsidiaries and the ERISA Affiliates has any employees
who participate in a Multiemployer Plan, and no such Multiemployer Plan is in
reorganization under Section 4241 of ERISA or is "insolvent" (as described in
Section 4245 of ERISA); and none of Borrower, its Subsidiaries and the ERISA
Affiliates nor any fiduciary designated by any of them has engaged in a
"prohibited transaction" within the meaning of Section 4975 of the Internal
Revenue Code or Section 406 of ERISA with respect to any "employee benefit
plan," as defined in Section 3(3) of ERISA.

     5.15  Solvency.  Borrower retains sufficient capital for the business and
transactions in which it engages or intends to engage, no obligation incurred
hereby is beyond the ability of Borrower to pay as such obligation matures,
Borrower is not contemplating either the filing of a petition under any state or
federal bankruptcy or insolvency laws or the liquidating of all or a major
portion of any of its property, and Borrower has no knowledge of any person
contemplating the filing of any such petition against it.

     5.16   Brokerage.  No brokerage commissions, finder's fees or investment
banking fees will be payable to any Person engaged by or on behalf of Borrower
or any of its Affiliates in connection with the transactions contemplated by
this Agreement.

     5.17   Subordinated Notes.  The Subordinated Notes have been validly issued
in accordance with the terms of the Indenture.  Borrower has received the
proceeds of the Subordinated Notes.  No event of default or event which with the
passage of time, the giving of notice or otherwise could constitute an event of
default under the Subordinated Notes or the Indenture has occurred.  The
Obligations of Borrower constitute Senior Indebtedness and Designated Senior
Indebtedness under the Indenture.

     5.18   RESERVED.

     5.19   Condition of Business.  There exists no actual or threatened
termination, cancellation or limitation of, or any modification or change in,
the proposed business relationship of Borrower with any customer or group of
customers whose purchases individually or in the aggregate are material to the
current business of Borrower, or in the proposed business relationship of
Borrower with any material supplier, and Borrower reasonably anticipates that
all such customers and suppliers will continue a business relationship with
Borrower on a basis no less favorable to Borrower than that heretofore
conducted; and there exists no other condition or state of facts or
circumstances which would materially adversely affect the current operation of
the business of Borrower, DMC, or Avemarau after the consummation of the
transactions contemplated by this
<PAGE>

Agreement on a basis no less favorable to Borrower than that on which it has
heretofore been conducted by Borrower.

     5.20  Certain Acts and Regulations.  Neither Borrower nor any Subsidiary
thereof is an "investment company" or a company "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940; neither
Borrower nor any Subsidiary thereof 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; and Borrower is not engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying "margin stock" (as defined in Regulation U of
the FRB).

     5.21  Labor Matters.  Neither Borrower nor any Subsidiary thereof is
subject to any labor or collective bargaining agreement.  There are no existing
or threatened strikes, lockouts or other labor disputes involving Borrower or
any Subsidiary thereof that, individually or in the aggregate, could reasonably
be expected to have a material adverse effect on the financial condition,
assets, business or business prospects of Borrower or any such Subsidiary.
Hours worked by and payment made to employees of Borrower and its Subsidiaries
are not in violation of the Fair Labor Standards Act or any other applicable
Law.

     5.22  Intellectual Property.  Borrower and each Subsidiary thereof owns and
possesses or has a license or other right to use all patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights and copyrights as are necessary for the conduct of the
business of Borrower and its Subsidiaries, without any infringement upon rights
of others which could reasonably be expected to have a material adverse effect
on the financial condition, assets, business or business prospects of Borrower
or any such Subsidiary.

     5.23  Grain King, Inc. was dissolved on June 15, 2000.  At the time of its
dissolution, Grain King, Inc. had no assets, properties or liabilities, other
than any contingent liabilities in favor of the Banks pursuant the guaranty and
security agreement which Grain King, Inc. had theretofore executed and delivered
to the Agent.

     5.24  No Untrue Representations.  No representation or warranty by Borrower
contained herein or in any certificate or other document furnished by or on
behalf of Borrower in connection with the transactions hereunder contains any
untrue statement of material fact or omits to state a material fact necessary to
make such representation or warranty not misleading in light of the
circumstances under which it was made.

     5.25  Survival of Representations.  All of the representations and
warranties set forth in this Article V shall survive and continue to be true,
complete and correct until all Obligations of Borrower hereunder are paid and
satisfied in full and this Agreement shall have been terminated.
<PAGE>

     ARTICLE VI.  NEGATIVE COVENANTS

     Borrower covenants that until all Obligations of Borrower are paid and
satisfied in full, and the Banks obligations hereunder have terminated, Borrower
will not, nor will it permit any of its Subsidiaries to, directly or indirectly,
without the prior consent in writing of the Majority Banks:

     6.01  Negative Pledge.  Create, assume, incur or suffer or permit to exist
any mortgage, pledge, encumbrance, security interest, assignment, lien or charge
of any kind or character upon any of its assets, including its Inventory and
Equipment, whether owned at the date hereof or hereafter acquired, excepting
only Permitted Liens.

     6.02  Loans.  Make any loans, or advances, whether secured or unsecured,
to, or make any guaranty of, or otherwise become obligated on behalf of any
other Person for, any such loans or advances to, any Person, except for (A)
guaranties in favor of the Banks, (B) loans to any of its Subsidiaries, provided
such loans do not exceed, when added to the capital contributions referenced in
Section 6.05(C), the sum of $5,000,000 in any 12 month period and (C) advances
for business expenses made to employees in the ordinary course of business;
provided, however that the aggregate amount of such advances to any employee
shall not exceed $500,000 at any one time (other than advances on commissions to
employees  payable in accordance with Borrower's commission program in effect
from time to time, but only so long as the aggregate amount of such advances
does not exceed $1,500,000 as of any date).

     6.03  Disposition of Assets.  Dispose by sale, assignment, lease, sale and
leaseback or otherwise any of the Collateral, whether now owned or hereafter
acquired and including any Accounts or Equipment, except that, unless an Event
of Default shall exist and Agent shall have required the cessation of inventory
sales, (A) such Person may sell its inventory in the ordinary course of business
as conducted by it on the date of this Agreement, for a reasonably equivalent
value and (B) such Person may sell Equipment no longer used by such Person or
which is otherwise obsolete, provided the aggregate dollar value of all such
Equipment sold does not exceed the sum of $2,500,000 in any calendar year.

     6.04  [RESERVED]

     6.05  Investments.  Own, hold, purchase or acquire Stock, bonds, debentures
or other debt or equity securities of, or make any capital contribution to, or
make any other investment in any Person or otherwise engage in an Acquisition,
or form any Subsidiary; provided, however, (A) Borrower may make an Acquisition
or Acquisitions whose total aggregate gross purchase price do not exceed
$5,000,000 in any 12-month period, (B) Borrower may hold or form other
Subsidiaries (domestic or foreign) if (i) prior to forming a new Subsidiary
after the date hereof, Borrower gives 30 days prior written notice thereof to
Agent, (ii) the total aggregate amount of assets of all such Subsidiaries other
than DMC,  and Avemarau does not exceed 10% of the total assets of Borrower and
(iii) prior to forming such Subsidiary, Borrower executes and delivers such
documents
<PAGE>

and instruments to the Agent as the Agent may require to create a perfected,
first-priority security interest in and to all of the Stock of such Subsidiary
in favor of the Banks (other than any foreign Subsidiary, as to which the
percentage of the Stock pledged shall be subject to the limitations set forth in
Section 4.03(G)), (C) Borrower may make capital contributions to Subsidiaries
not to exceed, the sum of $5,000,000 in any 12-month period, (D) Borrower or any
Subsidiary of Borrower may make Cash Equivalent Investments and (E) Borrower or
any Subsidiary of Borrower may make bank deposits in the ordinary course of
business.

     6.06  Merger, etc.  Make any material change in its financial structure,
make any material change in its management (except on prior notice to Agent),
change its name (except on 90 days' prior notice to Agent), enter into any
merger, consolidation, dissolution, liquidation, reorganization or
recapitalization, or reclassification of its Stock, or issue any Stock or issue
any warrant, right or option pertaining thereto or other security convertible
into any of the foregoing.

     6.07  Change in Business.  Engage in business activities or operations
substantially different from and unrelated to its business activities on the
date of this Agreement.

     6.08  Dividends.  Declare or pay any dividends, or redeem or repurchase any
of, or make any other payment or distribution on account of, any Stock, except
as permitted under the terms of the Indenture; provided, however, that so long
as no Event of Default or Unmatured Event of Default has occurred and is
continuing, Borrower may make distributions as follows:

           (i)   Borrower may make distributions to its stockholders in an
amount not to exceed $1,400,000.00 in the aggregate in any fiscal year or
$6,400,000 in the aggregate for the period commencing on the date hereof and
ending on the earlier to occur of (A) the Term Loan Termination Date or (B)
December 31, 2005; and

           (ii)  for so long as Borrower maintains its status as a Subchapter S
corporation under the Internal Revenue Code of 1986, as amended, Borrower may
make distributions to its stockholders in the amounts of the State of Illinois
and federal income tax payments (including estimated payments) to the extent
then due and attributable to income of the Borrower, determined using the
highest State of Illinois and federal income tax rates applicable to any
stockholder of Borrower, provided that in the event that aggregate distributions
to any stockholder in respect of any fiscal year exceed the actual State of
Illinois and federal income taxes of such stockholder attributable to the income
of the Borrower in respect of such fiscal year, the amount of such excess shall
be repaid to the Borrower by such stockholder or offset against the amounts next
distributable to such stockholder pursuant to this provision.

     6.09  Sale - Leaseback.  Enter into any sale-leaseback transaction.
<PAGE>

     6.10  Prepayment of Debt.  Prepay any Debt, including the Subordinated Debt
by way of optional redemption or otherwise, except for prepayment of trade
creditors in the ordinary course of business and other prepayments expressly
permitted hereunder; or enter into or modify any agreement as a result of which
the terms of payment of any Debt are waived or modified.

     6.11  Use of Proceeds.  Directly or indirectly apply any part of the
proceeds of the Loans for any purpose other than as set forth herein.

     6.12  Margin Stock.  Directly or indirectly apply any part of the proceeds
of the Loans to the purchasing or carrying of any "margin stock" within the
meaning of Regulation U of the FRB, or any regulations, interpretations or
rulings thereunder.

     6.13  ERISA.  Engage in any "prohibited transaction" within the meaning of
Section 4975 of the Internal Revenue Code or Section 406 of ERISA with respect
to any "employee benefit plan," as defined in Section 3(3) of ERISA; or effect
any termination of any Plan which would result in a liability to Borrower.

     6.14  Other Debt.  Create, incur or assume any Debt other than (A) the
Loans, (B) the Subordinated Notes, (C) Debt disclosed on Schedule 9, (D) Debt
(other than Debt for money borrowed) incurred in the ordinary course of business
and which is not prohibited by the other provisions of this Agreement, (E) new
mortgage and Equipment financing Debt permitted pursuant to clauses (G) and (H)
of the definition of "Permitted Liens", (F) Debt in the form of the guarantee of
Debt of FarmPro, Inc., a Pennsylvania corporation in an aggregate amount not in
excess of $5,000,000 at any time outstanding; (G) Debt under the Stockholder
Agreements to the extent expressly permitted by the terms of the Indenture, (H)
Debt of any Subsidiary of Borrower that is owed to any Person other than the
Banks or, to the extent otherwise permitted under Section 6.02, Borrower or any
other Subsidiary of Borrower, provided such Debt does not exceed the sum of
$5,500,000 in the aggregate at any time, (I) Permitted Stockholder Debt and (J)
the Avemarau Debt.

     6.15  Transactions with Affiliates.  Enter into, or be a party to, any
transaction with any Affiliate, except in the ordinary course of and pursuant to
the reasonable requirements of its business and upon fair and reasonable terms
which are fully disclosed in writing to Agent and are no less favorable to such
Person than would be obtained in a comparable arm's length transaction with a
person not an Affiliate.

     6.16  Deposits.  Maintain deposit accounts jointly with any Affiliate or
commingle any funds with funds of any Affiliate.

     6.17  Fiscal Year.  Change its fiscal year.

     6.18  Subordinated Notes.  Amend or modify the terms of the Subordinated
Notes or the Indenture.
<PAGE>

     ARTICLE VII.  AFFIRMATIVE COVENANTS

     Borrower covenants that until all Obligations of Borrower are paid and
satisfied in full, and the Banks' obligations hereunder have terminated,
Borrower will, and will cause each of its Subsidiaries to:

     7.01  Financial Statements.  Furnish and deliver to Agent and each Bank:

     (A) as soon as practicable, and in any event within 90 days after the end
of each fiscal year, (i) a statement of cash flows of Borrower for such year,
(ii) an income statement of Borrower for such year and (iii) a balance sheet of
Borrower as of the end of such year; all in reasonable detail, including all
footnotes, and audited by certified public accountants selected by Borrower and
reasonably acceptable to Agent and certified by such accountants to have been
prepared in accordance with GAAP, except for any inconsistencies explained in
such certificate;

     (B) as soon as practicable, and in any event within 30 days after the end
of each month commencing with the month ending May 31, 2001, (i) a statement of
cash flows of Borrower for such month and the portion of the fiscal year then
ended, (ii) an income statement of Borrower for such month and the portion of
the fiscal year then ended and (iii) a balance sheet of Borrower as of the end
of such month; all in reasonable detail and certified by an Authorized Borrower
Representative as complete and accurate in all material respects, fairly
presenting the financial condition of Borrower and prepared in accordance with
GAAP;

     (C) not later than 45 days after the end of each fiscal year, a detailed
budget for the 3 fiscal years next following, containing monthly detail for the
first of such 3 years, and annual detail for the following years, and otherwise
in form reasonably satisfactory to Agent;

     (D) at the Closing, and thereafter no later than 15 days after the end of
each calendar quarter, and at such other times as Agent shall request, an
accounts receivable aging in form satisfactory to Agent;

     (E) with each set of calendar quarterly Financial Statements delivered
hereunder, a Compliance Certificate of an Authorized Borrower Representative (i)
calculating Borrower's compliance (or lack thereof) with the financial covenants
in Article VIII hereof, in reasonable detail, and (ii) stating that no Event of
Default has occurred and is continuing or if an Event of Default has occurred
and is continuing setting forth a description of such event and the steps being
taken to remedy such event;

     (F) immediately upon receipt thereof, copies of any management letters,
interim and supplemental reports submitted to Borrower by independent
accountants in connection with any review of the books of Borrower made by such
accountants;
<PAGE>

     (G) at the time any independent accounting firm is engaged to perform an
audit or other services for Borrower, a letter reasonably acceptable to Agent to
the effect that the Banks may rely on such firm's work product; provided,
however, that if, after using commercially reasonable efforts, Borrower is
unable to cause such firm to deliver a reliance letter to Agent within a
reasonable period of time, Borrower shall be relieved of its obligation under
this Section 7.01(G);

     (H) upon request by Agent, evidence satisfactory to the Banks of the
insurance coverages required under this Agreement;

     (I) with reasonable promptness, such other information materially
concerning the business, properties, conditions or operations, financial or
otherwise, of Borrower, or compliance by Borrower with any of the covenants in
the Loan Documents, as Agent may from time to time reasonably request;

     (J) immediately upon Agent's request, copies of all regular, periodic or
special reports of the Company or any Subsidiary thereof filed with the
Securities and Exchange Commission or any other Governmental Authority
succeeding to any of the principal functions thereof; and

     (K) at the Closing, and thereafter no less often than weekly within four
Business Days after the end of the previous week, and at such other times as
Bank shall request, a borrowing base certificate in the form of Exhibit E.

     7.02  Other Information.  Furnish and deliver to Agent and each Bank:

     (A) immediately after the occurrence thereof, notice of any Event of
Default or of any fact, condition or event that with the giving of notice or
passage of time or both, would reasonably be expected to become an Event of
Default, or of the failure by Borrower to observe any of its respective
undertakings hereunder;

     (B) immediately after the occurrence thereof, notice of any default under
any Debt, or under any indenture, mortgage or other agreement relating thereto
for which Borrower or any of its Subsidiaries is liable;

     (C) immediately after obtaining knowledge thereof, notice of any litigation
or proceeding in which Borrower or any of its Subsidiaries is a party if
Borrower reasonably estimates that an adverse decision therein would require
Borrower or any of its Subsidiaries to pay over more than $500,000.00 or deliver
assets the value of which exceeds such sum (whether or not the claim is
considered to be covered by insurance);

     (D) immediately after receipt of notice thereof, notice of the institution
of any other suit or proceeding involving Borrower or any of its Subsidiaries
that Borrower reasonably determines could materially and adversely affect
Borrower's business, properties or financial condition; and
<PAGE>

     (E) immediately after the occurrence thereof, notice of any other matter
which has resulted in, or might result in, a materially adverse change in the
business, properties, or the financial condition of Borrower or any of its
Subsidiaries.

     7.03  Taxes.  Promptly pay and discharge when due all taxes, assessments
and other governmental charges imposed upon it, or upon its income, profits or
property, and all claims for labor, material or supplies which, if unpaid, might
by law become a lien or charge upon its property; provided, however, that it
shall not be required to pay any tax, assessment, charge or claim if so
permitted by law, so long as the validity thereof shall be contested in good
faith by appropriate proceedings and adequate reserves therefor in accordance
with GAAP shall be maintained on its books.

     7.04  Maintenance of Property.  Maintain its Inventory, Equipment, real
estate and other properties in good condition and repair (normal wear and tear
excepted), pay and discharge or cause to be paid and discharged when due, the
costs of repairs to or maintenance of the same, and pay or cause to be paid all
rental or mortgage payments due on the same except if it is in good faith
contesting by appropriate proceedings such amounts due and is maintaining
adequate reserves for such liability in accordance with GAAP.

     7.05  Comply with Leases.  Maintain and comply with leases covering real
property, if any, used by it in accordance with the respective terms thereof so
as to prevent any default thereunder which may result in the exercise or
enforcement of any landlord's or other lien against it or its property;
provided, however, that it may contest any matters in connection with such
leases in good faith and by appropriate proceedings if it makes such payments as
are required by law and maintains adequate reserves on its books in accordance
with GAAP in connection therewith.

     7.06  Maintain Existence; Comply with Law.  Maintain its corporate
existence, maintain all rights, privileges, franchises, permits and approvals
necessary or desirable for the continuation of its business, and comply with the
requirements of all material agreements to which it is a party or by which any
of its assets is bound, and all applicable Laws, including Environmental Laws,
and orders of any Governmental Authority, noncompliance with which would
materially adversely affect its business, properties or financial condition, or
ability to repay its Obligations.

     7.07  Books and Records.  Keep adequate records and books of account and
inventory, in which complete entries will be made in accordance with its past
practices and consistent with sound business practice, reflecting all of its
financial transactions, and collect its accounts only in the ordinary course of
business.

     7.08  Inspection.  Permit any of Banks' representatives to examine and
inspect the Collateral, its business premises, all other of its properties and
operations, and all books of account, records, reports and other papers and to
make copies and extracts therefrom, and to discuss its affairs, finances and
accounts with its  officers and employees or its independent public accountants
(and by this provision Borrower
<PAGE>

authorizes said accountants to discuss the finances and affairs of Borrower and
its Subsidiaries), all at such reasonable times and as often as may be
reasonably requested. Borrower shall pay all of any Bank's reasonable expenses
incurred in connection with such examinations and inspections.

     7.09  Payment of Debt.  Pay when due all of its Debt except if (with
respect to Debt other than the Obligations) it is in good faith contesting by
appropriate proceedings such amounts due and has maintained adequate reserves
for such liability in accordance with GAAP.

     7.10  ERISA.  At all times make prompt payment of contributions required to
meet the minimum funding standards set forth in ERISA with respect to each of
its Plans; promptly after the filing thereof, furnish to Agent copies of any
annual report required to be filed pursuant to ERISA in connection with each
Plan; notify Agent as soon as practicable of any Reportable Event and of any
additional act or condition arising in connection with any Plan which might
constitute grounds for the termination thereof by PBGC or for the appointment by
the appropriate United States district court of a trustee to administer any
Plan; and furnish to Agent, promptly upon Agent's request therefor, such
additional information concerning any "employee benefit plan," as defined in
Section 3(3) of ERISA, as may be reasonably requested by Agent.

     7.11  Lock Box Account.  Maintain a lock box account (the "Lock Box
Account"),  and shall enter a Lock Box Agreement, with Agent in the form
customarily used by Agent (the "Lock Box Agreement").  If at any time Excess
Collateral Availability is less than $2,000,000 or if an Event of Default has
occurred and is continuing, then in addition to Agent's rights with respect to
the Lock Box Account, (i) Agent shall have the rights, remedies and powers set
forth in Section 9.02 and (ii) Agent shall have the right to apply to the
payment of the Borrower's Obligations then due and owing any and all balances,
credits, deposits, accounts or moneys of Borrower then or thereafter with the
Agent or any Bank, and the Agent or such Bank shall give reasonably prompt
notification to Borrower after such application.  Without limiting the
generality of the foregoing, Agent shall the right to receive and open mail
addressed to Borrower, to receive cash, checks, drafts, notes and other
instruments for the payment of money and to credit any amounts so received
against the Obligations then due and owing.

     7.12  Insurance.  Maintain, in addition to the insurance on Collateral
required pursuant to Section 4.09, (A) liability insurance in form, with
insurers and in amounts as may be satisfactory to Agent, showing the Agent and
each Bank as an additional insured, and (B) fidelity bonds and such other
insurance in form, with insurers and in amounts as may be satisfactory to Agent.

     7.13  Accounts.  Maintain its principal banking accounts with LBNA.

     ARTICLE VIII.  FINANCIAL COVENANTS
<PAGE>

     Borrower covenants that until all Obligations of Borrower have been paid
and satisfied in full, and the Banks' obligations hereunder have terminated,
Borrower on a consolidated basis with its Subsidiaries will:

     8.01  EBITDA.  Have and maintain at all times as of the end of any period
of four consecutive calendar quarters EBITDA of not less than $22,000,000.00.

     8.02  Senior Debt to EBITDA.  Have a Senior Debt to EBITDA Ratio of not
more than  2.75 to 1.00 as of the end of any calendar quarter from and after the
calendar quarter ending March 31, 2001.

     8.03  Capital Expenditures.  Make Capital Expenditures of not more than
$4,000,000 in any Fiscal Year of Borrower.

     8.04  Tangible Net Worth.  Have and maintain a Tangible Net Worth plus
Subordinated Debt of  at least $68,600,000 at all times during the Fiscal Year
ending December 31, 2000; and at all times during each Fiscal Year thereafter,
have a Tangible Net Worth  plus Subordinated Debt of at least (x) 30% of
Borrower's Net Income for such Fiscal Year plus (y) the Tangible Net Worth  plus
Subordinated Debt at the end of the immediately preceding Fiscal Year.

     8.05  Fixed Charge Coverage Ratio.  Have a Fixed Charge Coverage Ratio of
not less than (i) 1.10 to 1.00 as of December 31, 2001 and (ii) 1.15 to 1.00 as
of the end of each calendar year thereafter commencing with the calendar year
ending December 31, 2002.

     ARTICLE IX.  EVENTS OF DEFAULT

     9.01  Event of Default.  The occurrence of any of the following events or
acts shall constitute an Event of Default ("Event of Default"):

     (A)  Borrower defaults in the payment of any of its Obligations or any part
thereof when the same shall become due and payable, either by their terms or as
otherwise herein provided, and such default continues uncured for a period of
two days.

     (B)  Any Financial Statement, representation or warranty made by Borrower
herein or delivered by Borrower pursuant hereto or otherwise made in writing by
Borrower in connection with this Agreement proves to have been false in any
material respect as of the date on which it was made or deemed made; Borrower
shall default in performance of any of the covenants set forth in Article VII of
this Agreement (other than those set forth in Sections 7.01 and 7.02), and such
default shall continue uncured for a period of 30 days following the earlier of
(i) notice from Agent to Borrower, or (ii) the day on which Borrower otherwise
becomes aware of same; or Borrower defaults in the performance of any of the
other covenants, conditions or agreements contained in this Agreement.
<PAGE>

     (C)  Borrower or any of its Subsidiaries suffers to exist any event of
default (other than an event of default which is wrongly asserted by the other
party and which Borrower is contesting in good faith) under any agreement
binding Borrower or any of its Subsidiaries and involving an obligation in
excess of $500,000.00, and such event of default continues beyond any applicable
grace period.

     (D)  Borrower or any of its Subsidiaries files a petition under any section
or chapter of the United States Bankruptcy Code or any similar federal or state
law or regulation, Borrower or any of its Subsidiaries admits its inability to
pay debts as they mature, Borrower or any of its Subsidiaries makes an
assignment for the benefit of one or more of its creditors, Borrower or any of
its Subsidiaries makes an application for the appointment of a receiver, trustee
or custodian for any of its assets, or Borrower or any of its Subsidiaries files
any case or proceeding for its reorganization, dissolution or liquidation or for
relief from creditors.

     (E)  Borrower or any of its Subsidiaries is enjoined, restrained or in any
way prevented by court order from conducting all or any material part of its
business affairs, a petition under any section or chapter of the United States
Bankruptcy Code or any similar federal or state law or regulation is filed
against Borrower or any of its Subsidiaries, any case or proceeding is filed
against Borrower or any of its Subsidiaries for its reorganization, dissolution
or liquidation or for creditor relief, or an application is made by any Person
other than Borrower or any of its Subsidiaries for the appointment of a
receiver, trustee, or custodian for any of Borrower's or any of its
Subsidiaries' assets, and such injunction, restraint, petition or application is
not dismissed or stayed within 30 days after the entry or filing thereof.

     (F)  Borrower or any of its Subsidiaries conceals or removes or permits to
be concealed or removed any part of its property with intent to hinder, delay or
defraud its creditors or any of them, or makes or suffers to be made a transfer
of any of its property that may be fraudulent under any federal or state
bankruptcy, fraudulent conveyance or similar law.

     (G)  Borrower or any of its Subsidiaries permits any of its assets to be
attached, seized, subjected to a writ or distress warrant, or levied upon, or to
come within the possession of any receiver, trustee, custodian or assignee for
the benefit of creditors and does not cause the same to be terminated within 30
days thereafter.

     (H)  Other than Permitted Liens, a notice of any charge is filed of record
with respect to all or any of Borrower's or any of its Subsidiaries' assets or
any charge becomes a lien or encumbrance upon any such assets and the same is
not released within 30 days after the same becomes a lien or encumbrance.

     (I)  The occurrence of any of the following events:  (i) the happening of a
Reportable Event with respect to any Plan which Agent determines in good faith
might constitute grounds for the termination by the PBGC of such Plan or for the
appointment by the appropriate United States district court of a trustee to
administer such Plan; (ii) any
<PAGE>

Plan which is not "sufficient for benefit liabilities" (as determined under
Section 4041(d)(1) of ERISA) shall be terminated; (iii) Borrower, any of its
Subsidiaries or any ERISA Affiliate shall effect a complete or partial
withdrawal from any Multiemployer Plan without the prior written consent of the
Banks and shall have a withdrawal liability (as determined under the
Multiemployer Pension Plan Amendments Act of 1980); (iv) Borrower, any of its
Subsidiaries or any ERISA Affiliate shall, without the prior written consent of
the Banks, withdraw from a Plan under which liability may be imposed pursuant to
Section 4063 of ERISA; (v) the appointment of a trustee by an appropriate United
States district court to administer any Plan; or (vi) the institution of any
proceedings by the PBGC to terminate any Plan or to appoint a trustee to
administer any Plan.

     (J)  Borrower or any of its Subsidiaries suffers any final judgment for
payment of money in excess of $2,500,000 which shall not be on appeal and does
not discharge the same within a period of 30 days.

     (K)  A judgment creditor of Borrower obtains possession of any Collateral
by any means, including levy, distraint, replevin or self-help.

     (L)  The occurrence of a default or an event of default under any of the
other Loan Documents which is not cured within the time, if any, specified
therefor in such other Document; or the actual or attempted unilateral
termination, modification or abrogation by any Person other than the Banks of
any obligation under, or of any right or remedy of Banks under, any of the Loan
Documents.

     (M)  J. Craig Sloan fails to own directly, beneficially and of record a
majority of  the issued and outstanding voting Stock of Borrower, inclusive of
all classes.

     (N)  The occurrence of an "Event of Default" under the Subordinated Notes
or the Indenture.

     (O)  Borrower's Obligations, or any portion thereof, for any reason
whatsoever cease to be Senior Indebtedness and Designated Senior Indebtedness
under the Indenture.

     9.02  Remedies.  Upon the occurrence of any Event of Default, and at any
times while any Event of Default shall be continuing, the Banks shall have all
rights and remedies provided by this Agreement or any other Document and by
applicable law and, without limiting the generality of the foregoing, Agent
will, at the request of the Majority Banks, or may, with the consent of the
Majority Banks, declare the Revolving Credit Loan Commitment to be terminated by
giving written notice thereof to Borrower, and upon such declaration, all
Obligations of Borrower, including the Revolving Credit Loans and the Term Loan,
shall thereupon be and become forthwith, due and payable, without any
presentment, demands, protest or other notice of any kind, all of which are
hereby expressly waived.  Further, in addition to all the rights and remedies
provided in Article 9 of the UCC and any other applicable law, Agent may (but is
under no obligation to do so):  take physical possession of any of the
Collateral and sell, lease or otherwise dispose
<PAGE>

of the Collateral in whole or in part; require Borrower to assemble the
Collateral to which Borrower has or is entitled to possession at a place
designated by Agent, which is reasonably convenient to both parties; collect any
money due or to become due and enforce in Borrower's name all rights with
respect to the Collateral; receive and open mail addressed to Borrower; and/or
notify any Account Debtors (whether or not such Account Debtors are in default)
to make payments directly to Agent. Borrower agrees to deliver to Agent promptly
upon receipt thereof, in the form in which received (together with all necessary
endorsements), all payments received by Borrower in respect of any Account.
Agent may apply all such payments against Borrower's Obligations or at Agent's
option to any of Borrower's accounts maintained at Agent.

     9.03  Powers.  In exercising their right to sell, lease or otherwise
dispose of the Collateral, the Banks may sell, lease or otherwise dispose of all
or any Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or sales, with such notice as may
be required by law, in lots or in bulk, all as the Majority Banks, in their sole
discretion, may deem advisable; such sales may be adjourned from time to time
with or without notice.  The Banks shall have the right to conduct such sales on
Borrower's premises or elsewhere and shall have the right to use Borrower's
premises without charge for such sales for such time or times as the Banks may
see fit.  Agent, on behalf of the Banks, is hereby granted a license or other
right to use, without charge, Borrower's labels, patents, copyrights, rights of
use of any name, trade secrets, tradenames, trademarks, service marks and
advertising matter, or any property of a similar nature, as it pertains to the
Collateral, in advertising for sale and selling any Collateral and Borrower's
rights under all licenses and all franchise agreements shall inure to the Banks'
benefit.  The Banks shall have the right to sell, lease or otherwise dispose of
the Collateral, or any part thereof, for cash, credit or any combination
thereof, and the Banks, or any of them, may purchase all or any part of the
Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may set off the amount of such price
against Borrower's Obligations.  The proceeds realized from the sale of any
Collateral shall be applied first to the costs, expenses and Attorney Costs and
expenses incurred by the Banks for collection and for acquisition, completion,
protection, removal, storage, sale and delivery of the Collateral; second to
interest due upon any of Borrower's Obligations; and third to the principal of
Borrower's Obligations.  If any deficiency shall arise, Borrower shall remain
liable to the Banks therefor.

     9.04  Valid Notice.  Any notice of any sale, lease, other disposition, or
other intended action by the Banks shall be reasonable if it is given to
Borrower at least ten days in advance of the intended disposition or other
intended action.

     9.05  Attorney-in-Fact.  Upon and after the occurrence of an Event of
Default, Borrower irrevocably designates, makes, constitutes and appoints Agent
(and all persons designated by Agent) as Borrower's true and lawful attorney,
and Agent or its agent, may, without notice to Borrower, and at such time or
times thereafter as Agent or said agent, in its sole discretion, may determine,
in Borrower's or Agent's name: (A) demand payment of the Accounts; (B) enforce
payment of the Accounts, by legal proceedings or
<PAGE>

otherwise; (C) exercise all of Borrower's rights and remedies with respect to
the collection of the Accounts and Special Collateral; (D) settle, adjust,
compromise, extend or renew the Accounts; (E) settle, adjust or compromise any
legal proceedings brought to collect the Accounts or any other dispute with
respect thereto; (F) if permitted by applicable law, sell or assign the Accounts
and Special Collateral upon such terms, for such amounts and at such time or
times as Agent deems advisable; (G) discharge and release the Accounts and
Special Collateral; (H) prepare, file and sign Borrower's name on a Proof of
Claim in Bankruptcy or similar document against any Account Debtor; (I) prepare,
file and sign Borrower's name on any notice of lien, assignment or satisfaction
of lien or similar document in connection with the Accounts and Special
Collateral; (J) do all acts and things necessary, in Agent's sole discretion, to
fulfill Borrower's obligations under this Agreement; (K) endorse the name of
Borrower upon any item of payment or proceeds and deposit the same to the
account of Agent on account of Borrower's Obligations; (L) endorse the name of
Borrower upon any chattel paper, document, instrument, invoice, freight bill,
bill of lading or similar document or agreement relating to the Accounts,
Inventory and Special Collateral; (M) use Borrower's stationery and sign the
name of Borrower to verifications of the Accounts and notices thereof to Account
Debtors; and (N) use the information recorded on or contained in any data
processing equipment and computer hardware and software relating to the
Accounts, Inventory and Special Collateral to which Borrower has access.

     9.06  Securities.  Borrower agrees that in any sale of Collateral
consisting of securities, Agent is hereby authorized to comply with any
limitation or restriction in connection with such sale as Agent may be advised
by counsel is necessary or advisable in order to avoid any violation of
applicable Law (including compliance with such procedures as may restrict the
number of prospective bidders and purchasers, require that such prospective
bidders and purchasers have certain qualifications, and restrict such
prospective bidders and purchasers to Persons who will represent and agree that
they are purchasing for their own account for investment and not with a view to
the distribution or resale of that portion of the Collateral consisting of
securities), or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official, and Borrower
further agrees that such compliance shall not result in such sale being
considered commercially unreasonable, nor shall Agent be liable or accountable
to Borrower for any discount allowed by reason of the fact that Collateral was
sold in compliance with any such limitation or restriction.

     ARTICLE X - AGENT

     10.01  Appointment and Authorization; "Agent".  Each Bank hereby
irrevocably (subject to Section 10.09) appoints, designates and authorizes Agent
to take such action on its behalf under the provisions of this Agreement and
each other 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 Document,
together with such powers as are reasonably incidental thereto.  Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Document, Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall Agent have or be
<PAGE>

deemed to have any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Document or otherwise exist against
Agent. Without limiting the generality of the foregoing sentence, the use of the
term "agent" in this Agreement with reference to Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

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

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

     10.04  Reliance by Agent.  (A)  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 Agent.  Agent shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Document unless it shall first receive such advice or concurrence
of the Banks as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Banks against any liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Document in accordance with a
request or consent of the Banks or the Majority Banks, as applicable, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Banks or the Majority Banks, as the case may be.
<PAGE>

     (B)  For purposes of determining compliance with the conditions specified
in Sections 3.01 and 3.02, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by Agent to such Bank for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Bank.

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

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

     10.07  Indemnification of Agent.  Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify upon demand
Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower
and without limiting
<PAGE>

the obligation of Borrower to do so), pro rata, from and against any Indemnified
Liabilities; provided, however, that no Bank shall be liable for the payment to
Agent-Related Persons of any portion of such Indemnified Liabilities resulting
solely from such Person's gross negligence or willful misconduct. Without
limitation of the foregoing, each Bank shall reimburse Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by 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 Document, or any
document contemplated by or referred to herein, to the extent that Agent is not
reimbursed for such expenses by or on behalf of Borrowers. The undertaking in
this Section 10.07 shall survive the payment of all Obligations hereunder and
the resignation or replacement of Agent.

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

     10.09  Successor Agent.  Agent may, and at the request of all of the Banks
shall, resign as Agent upon 30 days' notice to the Banks.  If Agent resigns
under this Agreement, the Majority Banks shall appoint from among the Banks a
successor agent for the Banks.  If no successor agent is appointed prior to the
effective date of the resignation of Agent, Agent may appoint, after consulting
with the Banks and Borrower, a successor agent from among the Banks.  Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the
term "Agent" shall mean such successor agent and the retiring Agent's
appointment, powers and duties as Agent shall be terminated.  After any retiring
Agent's resignation hereunder as Agent, the provisions of this Article X and
Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.  If no
successor agent has accepted appointment as Agent by the date which is 30 days
following a retiring Agent's notice of resignation, the retiring Agent's
resignation shall nevertheless thereupon become effective and the Banks shall
perform all of the duties of Agent hereunder until such time,  if any, as the
Majority Banks appoint a successor Agent as provided for above.
<PAGE>

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

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

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

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

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

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

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

     (D)  If any Bank is entitled to a reduction in the applicable withholding
tax, Agent may withhold from any interest payment to such Bank an amount
equivalent to the applicable withholding tax after taking into account such
reduction.  However, if the forms or other documentation required by Section
10.10(A) are not delivered to Agent, then Agent may withhold from any interest
payment to such Bank not providing
<PAGE>

such forms or other documentation an amount equivalent to the applicable
withholding tax imposed by Sections 1441 and 1442 of the Internal Revenue Code,
without reduction.

     (E)  If the Internal Revenue Service or any other Governmental Authority of
the United States or other jurisdiction asserts a claim that Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered or was not properly executed, or
because such Bank failed to notify Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify Agent fully for all amounts
paid, directly or indirectly, by Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to Agent under this Section 10.10, together with all costs and expenses
(including Attorney Costs).  The obligation of the Banks under this Section
10.10(E) shall survive the payment of all Obligations and the resignation or
replacement of Agent.

     10.11  Collateral Matters.  The Banks irrevocably authorize Agent, at its
option and in its discretion, to release any lien granted to or held by Agent
under any Document (i) upon termination of the Commitments and payment in full
of all Loans and all other obligations of Borrower hereunder and the expiration
or termination of all Letter of Credit or (ii) constituting property sold or to
be sold or disposed of as part of or in connection with any disposition
permitted hereunder.  Upon request by Agent at any time the Banks will confirm
in writing Agent's authority to release particular types or items of collateral
pursuant to this Section 10.11.

     ARTICLE XI.  MISCELLANEOUS

     11.01  No Waiver.  No failure or delay on the part of the Banks in
exercising any right, power or remedy hereunder or under any other Loan
Documents 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 hereunder
or under any other Document.  The remedies herein provided and under any other
Document are cumulative and not exclusive of any remedies provided by law.

     11.02  Entire Agreement; Amendments and Waivers.  (A)  This Agreement and
the other Loan Documents constitute the entire agreement between the parties and
there are no promises expressed or implied unless contained herein and therein.
This Agreement and the other Loan Documents supersede all prior negotiations,
understandings and agreements of the parties hereto and thereto in respect of
the transactions contemplated hereby, including those expressed in any
commitment or proposal letter.

     (B)  No amendment or waiver of any provision of this Agreement or any other
Document, and no consent with respect to any departure by any Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
the
<PAGE>

Majority Banks (or by Agent at the written request of the Majority Banks) and
Borrower and acknowledged by Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Banks and Borrower and acknowledged by
Agent, do any of the following:

     (i)    increase or extend the Commitment of any Bank;

     (ii)   postpone or delay any date fixed by this Agreement or any other
Document for, or reduce the amount of, any repayment or prepayment of principal,
interest, fees or other amounts due to the Banks (or any of them) hereunder or
under any other Document;

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

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

     (v)    amend this Section 11.02, or any provision herein providing for
consent or other action by all Banks;

     (vi)   change the definition of "Majority Banks"; or

     (vii)  release any lien granted to or held by Agent under any Document,
except and to the extent expressly permitted under Section 10.11.

and, provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by Agent in addition to all the Banks, affect the rights or
duties of Agent under this Agreement or any other Document.

     11.03  Costs and Expenses.  Borrower will pay any documentary, stamp or
similar taxes payable in respect of the Loan Documents or the Collateral granted
hereby or in connection herewith.  Borrower will, on demand, reimburse the Agent
for the Attorney Costs incurred by Agent in connection with the preparation of
the Loan Documents, and the negotiation and closing of the transactions
contemplated hereby.  Borrower will further, on demand, reimburse Agent for all
expenses, including Attorney Costs, incurred by Agent in connection with any
amendment or modification of the Loan Documents, the administration of the Loans
and by each of the Banks in connection with the enforcement of the Loan
Documents and the collection or attempted collection of the Obligations of
Borrower.

     11.04  Jurisdiction.  (A)  For the purposes of any action or proceeding
involving the Loan Documents or any other agreement or document referred to
therein, Borrower hereby expressly submits to the jurisdiction of all federal
and state courts located in the
<PAGE>

State of Illinois and consents that any order, process, notice of motion or
other application to or by any of said courts or a judge thereof may be served
within or without such court's jurisdiction by registered mail or by personal
service, provided a reasonable time for appearance is allowed. Borrower hereby
irrevocably waives any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Document brought in any federal or state court sitting in
Cook County, State of Illinois, and hereby further irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.

     (B)  BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO
THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, THE NOTES, ANY OTHER
OF THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR
THEREIN AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING
WITHOUT A JURY.

     11.05  Indemnification by Borrower.   Borrower agrees to indemnify, defend
and hold Agent-Related Persons, and each Bank and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time (including at any time following repayment of the Loans
and Letter of Credit Obligations and the termination, resignation or replacement
of Agent or replacement of any Bank) be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement
or any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any insolvency proceeding or
appellate proceeding) related to or arising out of this Agreement, the Loans,
the Letter of Credit Obligations or the use of the proceeds thereof, whether or
not any Indemnified Person is a party thereto including (i) any tender offer,
merger, purchase of stock, purchase of assets or other similar transaction
financed or proposed to be financed in whole or in part, directly or indirectly,
with the proceeds of any of the Loans, (ii) any violation or alleged violation
of, or failure or alleged failure to comply with, any federal or state
securities Laws, including the Securities Act of 1933 and/or the Securities
Exchange Act of 1934, (iii) the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any Hazardous Substance at any
property owned or leased by Borrower or any Subsidiary, (iv) any violation of
any Environmental Laws with respect to conditions at any property owned or
leased by Borrower or any Subsidiary or the operations conducted thereon, (v)
the investigation, cleanup or remediation of offsite locations at which Borrower
or any Subsidiary or their respective predecessors are alleged to have directly
or indirectly disposed of Hazardous Substances (all the foregoing, collectively,
the "Indemnified Liabilities"); provided, that
<PAGE>

Borrower shall not have any obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities resulting solely from the gross negligence or
willful misconduct of such Indemnified Person. The agreements in this Section
11.05 shall survive payment of all other Obligations.

     11.06  UCC 9 - 404(1).  Borrower acknowledges and agrees that this
Agreement constitutes a commitment on the part of the Banks to make advances,
incur obligations and otherwise to give value to Borrower and that all financing
statements filed hereunder shall remain in full force and effect until this
Agreement shall have been terminated even if, at any time or times prior to such
termination, no Loans or other Obligations shall be outstanding hereunder.
Accordingly, Borrower waives any rights which it may have under Section 9-404(1)
of the UCC to demand the filing of termination statements with respect to the
Collateral, and agrees that the Banks shall not be required to send such
termination statements to Borrower, or to file them with any filing office,
unless and until this Agreement shall have been terminated and all Obligations
of Borrower shall have been paid in full in immediately available funds.

     11.07  Notices.  Any notices or consents required or permitted by this
Agreement shall be in writing and shall be delivered in person or sent by
certified mail, postage prepaid, return receipt requested, or delivered by
facsimile, or delivered by a nationally recognized overnight express delivery
service, in any case addressed as follows, unless such address is changed by
written notice hereunder:

     (i)  If to Borrower:

          The GSI Group, Inc.
          1004 East Illinois Street
          Assumption, Illinois  62510
          Attention: Treasurer
          telephonic facsimile number:  (217) 226-6026

          With a copy to:

          Kehart, Shafter, Webber, Campbell & Robinson
          101 Main Street
          Suite 200
          Decatur, Illinois 62525
          Attention: Mr. A. James Shafter
          telephonic facsimile number:  (217) 422-7950

     (ii) If to Agent:

          LaSalle Bank National Association
          135 South LaSalle Street
          Chicago, Illinois  60603
          Attention: Mr. Jeffrey Steele
<PAGE>

          telephonic facsimile number:  (312) 904-4364

          With copies to:

          Rooks, Pitts and Poust      and the Banks as identified
          10 South Wacker Drive       on Schedule 6.
          Suite 2300
          Chicago, Illinois  60606
          Attention:  Jeffrey M. Dalebroux, Esq.
          telephonic facsimile number:  (312) 876-1155

Any such notice or communication shall be deemed to have been given either at
the time of personal delivery, or in the case of overnight express delivery, as
of the date delivery was first attempted, or in the case of facsimile, upon
receipt or in the case of certified mail, five days after delivery to the United
States Postal Service.

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

     11.08  Counterparts.  This Agreement may be executed in any number of
counterparts and by the 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.

     11.09  Effectiveness.  This Agreement shall become effective when it shall
have been executed by Borrower and the Banks, and thereafter shall be binding
upon and inure to the benefit of Borrower and the Banks and their respective
successors and assigns, except that Borrower shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
the Banks.

     11.10  Governing Law.  This Agreement has been, and any other Loan
Documents will be, delivered and accepted in and shall be deemed to be,
contracts made under and governed by the laws of the State of Illinois, and for
all purposes shall be construed in accordance with the laws of said State.
<PAGE>

     11.11  Severability.  Any provision of this Agreement which 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; wherever possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law.

     11.12  Everything Material.  All covenants, agreements, representations and
warranties made by Borrower herein and any certificates and instruments
delivered by Borrower in connection herewith shall, notwithstanding any
investigation by Agent, be deemed material and relied on by the Banks and shall
survive the execution and delivery to the Banks of this Agreement, the Notes,
the other Loan Documents, and any extension or renewal thereof.

     11.13  Application to Notes.  This Agreement shall secure and govern the
terms of any amendments, extensions or renewals to any or all of the Notes.

     11.14  Further Information.  From time to time, Borrower will execute and
deliver to Agent such additional documents and will provide such additional
information as Agent may reasonably require to carry out the terms of this
Agreement and be informed of Borrower's status and affairs.

     11.15  Exhibits Incorporated.  All Exhibits and Schedules attached to this
Agreement shall be deemed incorporated herein by this reference.

     11.16  Time for Performance.  Whenever under the terms of this Agreement,
the time for performance of a covenant or condition falls upon a day which is
not a Business Day, such time for performance shall be extended to the next
Business Day.  Unless otherwise stated, all references herein to "days" shall
mean calendar days.

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

     11.18.  Assignments, Participations.  (A)  Any Bank may, with the written
consent of Agent and so long as no Event of Default exists Borrower (which
consents shall not be unreasonably delayed or withheld), at any time assign and
delegate to one or more Eligible Assignees (each an "Assignee") all, or any
ratable part of all, of the Loans, the
<PAGE>

Letters of Credit, the Commitments and the other rights and obligations of such
Bank hereunder, in a minimum amount equal to the lesser of such Bank's then-
current Commitment or $5,000,000.00; provided, however, that Borrower and Agent
may continue to deal solely and directly with such Bank in connection with the
interest so assigned to an Assignee until (i) written notice of such assignment,
together with payment instructions, addresses and related information with
respect the Assignee, shall have been given to Borrower and Agent by such Bank
and the Assignee; (ii) such Bank and its Assignee shall have delivered to
Borrower and Agent an Assignment and Acceptance in the form of Exhibit D
("Assignment and Acceptance") together with any Note or Notes subject to such
assignment and (iii) the assignor Bank or Assignee has paid to Agent a
processing fee in the amount of $3,500.00; provided, however, that no such
processing fee shall be due in respect of any such assignment from any Bank to
an Affiliate thereof.

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

     (C)  Within five Business Days after its receipt of notice by Agent and
Borrower that they have received an executed Assignment and Acceptance and
payment of the processing fee, (and provided that they consent to such
assignment in accordance with Section 11.18(A)), each Borrower shall execute and
deliver to Agent, new notes evidencing such Assignee's assigned Loans and
Commitment and, if the assignor Bank has retained a portion of its Loans and its
Commitment, replacement Notes in the principal amount of the Loans retained by
the assignor Bank (such Notes to be in exchange for, but not in payment of, the
Notes held by such Bank).  Immediately upon each Assignee's making its
processing fee payment under the Assignment and Acceptance, this Agreement shall
be deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom.  The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Bank pro tanto.

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

Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant
any participating interest under which the Participant has rights to approve any
amendment to, or any consent or waiver with respect to, this Agreement or any
other Document, except to the extent such amendment, consent or waiver would
require unanimous consent of the Banks as described in the first proviso to
Section 11.02. In the case of any such participation, the Participant shall be
entitled to the benefit of Sections 2.02 and 11.05 as though it were also a Bank
(as the case may be) hereunder, and if amounts outstanding under this Agreement
are due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Even of Default, each Participant shall be
deemed to have the right of set-off in respect of its participating interest in
amounts owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Bank (as the case may be)
under this Agreement.

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

     11.19  Set-off.  In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to Borrower, any such notice being waived by Borrower to the
fullest extent permitted by law, to set off and apply any deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Bank to or for the credit or the account
of such Borrower (in its individual capacity and not as trustee) against any
Obligations of Borrower owing to such Bank, now or hereafter existing,
irrespective of whether or not Agent or such Bank shall have made demand under
this Agreement or any Loan Document and although such Obligations may be
contingent or unmatured.  Each Bank agrees promptly to notify Borrower and Agent
after any such set-off and application made by such Bank; provided, however,
that the failure to give such notice shall not affect the validity of such set-
off and application.

     11.20  Automatic Debits of Fees.  With respect to any arrangement fee,
agency fee, Letter of Credit fee or other fee, or any other cost or expense
(including attorney costs) due and payable by Borrower to Agent or the Issuing
Bank under the Loan Documents, Borrower hereby irrevocably authorizes Agent to
debit any deposit account of such Borrower with LBNA in an amount such that the
aggregate amount debited from all such deposit accounts does not exceed such fee
or other cost or expense.  If there are insufficient funds in such deposit
accounts to cover this amount of the fee or other cost or expense then due, such
debits will be reversed (in whole or in part, in LBNA's sole discretion) and
such amount not debited shall be deemed to be unpaid.  No such debit under this
Section 11.20 shall be deemed a set-off.
<PAGE>

     11.21  Notification of Addresses, Lending Offices.  Each Bank shall notify
Agent in writing of any changes in the address to which notices to the Bank
should be directed, of addresses of any Lending Office, of payment instructions
in respect of all payments to be made to it hereunder and of such other
administrative information as Agent shall reasonably request.

     11.22  No Third Parties Benefitted.  This Agreement is made and entered
into for the sole protection and legal benefit of Borrower, the Banks, Agent and
Agent-Related persons, and their permitted successors and assigns, and no other
Person shall be a direct or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement or any of
the other Loan Documents.

     11.23  Survival.  Borrower's obligations as guarantor hereunder shall
remain in full force and effect until the Revolving Credit Loan Commitment and
Term Loan shall have terminated and the Notes have been paid in full.



     [SIGNATURES ON NEXT PAGE]
<PAGE>

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

                                     THE GSI GROUP, INC.



                                     By:     /s/ Russell C. Mello
                                          -----------------------
                                     Title:  Treasurer
                                            -------------

                                     LASALLE BANK NATIONAL ASSOCIATION


                                     By:    /s/ Teresa Markley
                                            -------------------
                                     Title:  Commercial Banking Officer
                                             --------------------------



                                     FIRSTAR BANK, N.A.


                                     By:  /s/ Curtis Schrieber
                                          --------------------
                                     Title:  Vice President
                                             --------------
<PAGE>

     Exhibit and Schedule Index


Exhibit A     -   Form of Revolving Credit Notes

Exhibit B-1   -   Form of Term Note 1

Exhibit B-2   -   Form of Term Note 2

Exhibit C     -   Form of Compliance Certificate

Exhibit D     -   Form of Assignment Agreement

Exhibit E     -   Form of Borrowing Base Certificate

Exhibit F     -   RESERVED

Exhibit G     -   Form of Letter of Credit Application

Exhibit H     -   Form of L/C Connection Agreement


Schedule 1    -   Certain Permitted Liens

Schedule 2    -   Collateral Locations and Places of Business

Schedule 3    -   Trade Names, etc.

Schedule 4    -   Intellectual Property

Schedule 5    -   Stock Ownership

Schedule 6    -   Bank Commitments; Agent's Payment Office; Bank's Payment
                  Office

Schedule 7    -   Schedule of Closing Documents

Schedule 8    -   Litigation

Schedule 9    -   Certain Other Debt

Schedule 10   -   Borrower's Facilities