<PAGE>  23


                                                                EXHIBIT 4(a)





                                CREDIT AGREEMENT

                            DATED AS OF JUNE 30, 2003

                                      AMONG

                           COACHMEN INDUSTRIES, INC.,


                            THE LENDERS NAMED HEREIN,


                                       AND


                             BANK ONE, INDIANA, N.A.


                             AS ADMINISTRATIVE AGENT

                         BANK ONE CAPITAL MARKETS, INC.
                       LEAD ARRANGER AND SOLE BOOK RUNNER



<PAGE>  24



                                TABLE OF CONTENTS



ARTICLE I. DEFINITIONS.........................................................1
ARTICLE II. THE CREDITS.......................................................13
   2.1.     Commitment........................................................13
   2.2.     Required Payments, Termination....................................14
   2.3.     Ratable Loans.....................................................14
   2.4.     Types of Advances.................................................14
   2.5.     Swing Line Loans..................................................14
   2.6.     Commitment Fee Reductions in Aggregate Commitment.................16
   2.7.     Minimum Amount of Each Advance....................................16
   2.8.     Optional Principal Payments.......................................16
   2.9.     Method of Selecting Types and Interest Periods for New Advances...17
   2.10.    Conversion and Continuation of Outstanding Advances...............17
   2.11.    Changes in Interest Rate, etc.....................................18
   2.12.    Rates Applicable After Default....................................18
   2.13.    Method of Payment.................................................18
   2.14.    Noteless Agreement; Evidence of Indebtedness......................19
   2.15.    Telephonic Notices................................................19
   2.16.    Interest Payment Dates; Interest and Fee Basis....................20
   2.17.    Notification of Advances, Interest Rates, Prepayments and Commitment
   Reductions and Increases...................................................20
   2.18.    Lending Installations.............................................20
   2.19.    Non-Receipt of Funds by the Agent.................................21
   2.20.    Facility LCs......................................................21
ARTICLE III. YIELD PROTECTION; TAXES..........................................25
   3.1.     Yield Protection..................................................25
   3.2.     Changes in Capital Adequacy Regulations...........................26
   3.3.     Availability of Types of Advances.................................27
   3.4.     Funding Indemnification...........................................27
   3.5.     Taxes.............................................................27
   3.6.     Lender Statements; Survival of Indemnity..........................29
ARTICLE IV. CONDITIONS PRECEDENT..............................................30
   4.1.     Effectiveness.....................................................30
   4.2.     Each Credit Extension.............................................32
ARTICLE V. REPRESENTATIONS AND WARRANTIES.....................................32
   5.1.     Existence and Standing............................................32
   5.2.     Authorization and Validity........................................32
   5.3.     No Conflict; Government Consent...................................32
   5.4.     Financial Statements..............................................33
   5.5.     Material Adverse Change...........................................33
   5.6.     Taxes.............................................................33
   5.7.     Litigation and Contingent Obligations.............................33
   5.8.     Subsidiaries......................................................34
   5.9.     ERISA.............................................................34


                                       i
<PAGE>  25

   5.10.    Accuracy of Information...........................................34
   5.11.    Regulation U......................................................34
   5.12.    Material Agreements...............................................34
   5.13.    Compliance With Laws..............................................34
   5.14.    Ownership of Properties...........................................35
   5.15.    Plan Assets; Prohibited Transactions..............................35
   5.16.    Environmental Matters.............................................35
   5.17.    Investment Company Act............................................35
   5.18.    Public Utility Holding Company Act................................35
   5.19.    Insurance.........................................................35
   5.20.    Solvency; No Bankruptcy Filing....................................35
ARTICLE VI. COVENANTS.........................................................36
   6.1.     Financial Reporting...............................................36
   6.2.     Use of Proceeds...................................................38
   6.3.     Notice of Default.................................................38
   6.4.     Conduct of Business...............................................38
   6.5.     Taxes.............................................................38
   6.6.     Insurance.........................................................38
   6.7.     Compliance with Laws..............................................38
   6.8.     Maintenance of Properties.........................................38
   6.9.     Inspection........................................................39
   6.10.    Dividends.........................................................39
   6.11.    Indebtedness......................................................39
   6.12.    Merger............................................................39
   6.13.    Sale of Assets....................................................39
   6.14.    Investments and Acquisitions......................................40
   6.15.    Liens.............................................................41
   6.16.    Affiliates........................................................42
   6.17.    Guarantors; Pledge of Stock of Foreign Subsidiaries...............42
   6.18.    Financial Covenants...............................................42
   6.19.    Bank Accounts.....................................................43
   6.20.    COA Finance.......................................................43
   6.21.    Prepayment of Other Debt..........................................43
   6.22.    Certain Agreements................................................43
ARTICLE VII. DEFAULTS.........................................................43
ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES..................46
   8.1.     Acceleration; Facility LC Collateral Account......................46
   8.2.     Amendments........................................................47
   8.3.     Preservation of Rights............................................48
ARTICLE IX. GENERAL PROVISIONS................................................48
   9.1.     Survival of Representations.......................................48
   9.2.     Governmental Regulation...........................................48
   9.3.     Headings..........................................................49
   9.4.     Entire Agreement..................................................49
   9.5.     Several Obligations; Benefits of this Agreement...................49
   9.6.     Expenses; Indemnification.........................................49


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   9.7.     Numbers of Documents..............................................50
   9.8.     Accounting........................................................50
   9.9.     Severability of Provisions........................................50
   9.10.    Nonability of Lenders.............................................50
   9.11.    Confidentiality...................................................50
   9.12.    Nonreliance.......................................................51
   9.13.    Disclosure........................................................51
ARTICLE X. THE AGENT..........................................................51
   10.1.    Appointment; Nature of Relationship...............................51
   10.2.    Powers............................................................51
   10.3.    General Immunity..................................................51
   10.4.    No Responsibility for Loans, Recitals, etc........................51
   10.5.    Action on Instructions of Lenders.................................52
   10.6.    Employment of Agents and Counsel..................................52
   10.7.    Reliance on Documents; Counsel....................................52
   10.8.    Agent's Reimbursement and Indemnification.........................52
   10.9.    Notice of Default.................................................53
   10.10.   Rights as a Lender................................................53
   10.11.   Lender Credit Decision............................................53
   10.12.   Successor Agent...................................................53
   10.13.   Agent and Arranger Fees...........................................54
   10.14.   Delegation to Affiliates..........................................54
   10.15.   Collateral Releases...............................................54
ARTICLE XI. SETOFF; RATABLE PAYMENTS..........................................54
   11.1.    Setoff............................................................54
   11.2.    Ratable Payments..................................................55
ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................55
   12.1.    Successors and Assigns............................................55
   12.2.    Participations....................................................55
   12.3.    Assignments.......................................................56
   12.4.    Dissemination of Information......................................57
   12.5.    Tax Treatment.....................................................57
ARTICLE XIII. NOTICES.........................................................57
   13.1.    Notices...........................................................57
   13.2.    Change of Address.................................................58
ARTICLE XIV. COUNTERPARTS.....................................................58
ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL......58






                                      iii

<PAGE>  27


                                CREDIT AGREEMENT
     This  Agreement,  dated as of June 30, 2003, is among Coachmen  Industries,
Inc., the Lenders, and Bank One, Indiana, N.A., as Administrative Agent.

                                   ARTICLE I.
                                   DEFINITIONS

     As used in this Agreement:

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

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

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

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

     "Aggregate  Commitment"  means the aggregate of the  Commitments of all the
Lenders, as increased or reduced from time to time pursuant to the terms hereof.
As of the date hereof, the Aggregate Commitment is $35,000,000.

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

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


<PAGE>  28


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

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

     "Applicable  Fee Rate" means at any time, the percentage  rate per annum at
which Facility Fees are accruing on the Aggregate  Commitment (without regard to
usage) and  Commitment  Fees are accruing on the unused portion of the Aggregate
Commitment at such time as set forth in the Pricing Schedule.

     "Applicable Margin" means, with respect to Eurodollar Advances and Floating
Rate Advances at any time, the percentage  rate per annum which is applicable at
such time with respect to such Advances as set forth in the Pricing Schedule.

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

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

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

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

     "Bank One" means Bank One,  Indiana,  N.A., a national banking  association
having its main office in Chicago, Illinois, in its individual capacity, and its
successors.

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

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

     "Borrowing Notice" is defined in Section 2.9.

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


                                       2


<PAGE>  29


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

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

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

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

     "COA Finance" means COA Finance Company,  LTD, a Bermuda  company,  and its
successors and assigns.

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

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

     "Collateral Shortfall Amount" is defined in Section 8. 1.


                                       3

<PAGE>  30


     "Commitment"  means, for each Lender, the obligation of such Lender to make
Loans to, and  participate in Facility LCs issued upon the  application  of, the
Borrower in an aggregate  amount not exceeding the amount set forth opposite its
name on Schedule I hereto or as set forth in any Notice of  Assignment  relating
to any assignment that has become effective  pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms hereof.

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

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

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

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

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

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

     "Consolidated  Total  Debt"  means  at any  time  the  Indebtedness  of the
Borrower and its  Subsidiaries  calculated  on a  consolidated  basis as of such
time,  including all  guaranties of the  Indebtedness  of Persons other than the
Borrower and its  Subsidiaries  and all  Off-Balance  Sheet  Liabilities  of the
Borrower and its Subsidiaries calculated on a consolidated basis as of such time
regardless of the treatment of such guaranties or Off-Balance  Sheet Liabilities
under Agreement Accounting Principles.

     "Continuing Director" means, as of any date of determination, any member of
the board of  directors  of the  Company  who (a) was a member of such  board of
directors on the date hereof,  or (b) was  nominated  for election or elected to
such board of directors with the approval of the  Continuing  Directors who were
members of such board at the time of such nomination or election.

     "Conversion/Continuation Notice" is defined in Section 2.10.

     "Credit  Extension"  means the making of an Advance  or the  issuance  of a
Facility LC hereunder.


                                       4


<PAGE>  31


     "Credit  Extension  Date"  means the  Borrowing  Date for an Advance or the
issuance for a Facility LC.

     "Current Ratio" means, as of any date of calculation,  the ratio of current
assets to current liabilities,  calculated for the Borrower and its Subsidiaries
on a consolidated basis.

     "Default" means an event described in Article VII.

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

     "Effective Date" is defined in Section 4.1.

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

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

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

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

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


                                       5

<PAGE>  32


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

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

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

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

     "Facility LC" is defined in Section 2.20. 1.

     "Facility LC Application" is defined in Section 2.20.3.

     "Facility LC Collateral Account" is defined in Section 2.20.11.

     "Facility  Termination  Date" means June 30,  2006 or any  earlier  date on
which the Aggregate Commitment is reduced to zero (other than amounts in respect
of Facility LCs, if any,  then  outstanding,  provided that Borrower  shall have
funded such amounts in cash in full into the Facility LC  Collateral  Account as
provided in Section 2.2 herein) or  otherwise  terminated  pursuant to the terms
hereof.

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

     "Fixed Charge  Coverage  Ratio" means,  with  reference to any period,  the
ratio of (a) the sum of (i)  Consolidated  EBITDA plus (ii) rentals  minus (iii)
capital  expenditures  made in cash to (b) the sum of (i) interest  expense plus
(ii) rentals plus (iii) taxes (net of tax refunds  received) plus (iv) dividends
and distributions on, and redemptions and repurchases of, the Borrower's capital
stock exclusive,  however,  of treasury stock that was repurchased and cancelled
before March 31, 2003 plus (v) scheduled  payments of principal on all long term
Indebtedness, in each case calculated on a consolidated basis for such period.


                                       6

<PAGE>  33


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

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

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

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

     "Guarantor"  means each Subsidiary that has executed or hereafter  executes
the Guaranty  pursuant to the terms of Section  6.17(a),  and its successors and
assigns.

     "Guaranty"  means that  certain  Subsidiary  Guaranty  dated as of June 30,
2003,  executed by the Guarantors in favor of the Agent, for the ratable benefit
of the  Lenders,  as it may be  supplemented,  amended or modified and in effect
from time to time.

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

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

     "Investment"  of a Person means any loan,  advance (other than  commission,
travel and similar  advances  to officers  and  employees  made in the  ordinary
course of business), extension of credit (other than accounts receivable arising
in the  ordinary  course  of  business  on terms


                                       7

<PAGE>  34


customary  in the trade) or  contribution  of capital  by such  Person;  stocks,
bonds,  mutual  funds,   partnership  interests,   notes,  debentures  or  other
securities owned by such Person; any deposit accounts and certificate of deposit
owned by such Person; and structured notes, derivative financial instruments and
other similar instruments or contracts owned by such Person.

     "LC Fee" is defined in Section 2.20.4.

     "LC Issuer"  means Bank One (or any  subsidiary  or  affiliate  of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

     "LC Obligations" means, at any time, the sum, without  duplication,  of (i)
the aggregate  undrawn stated amount under all Facility LCs  outstanding at such
time plus (ii) the  aggregate  unpaid  amount at such time of all  Reimbursement
Obligations.

     "LC Payment Date" is defined in Section 2.20.5.

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

     "Lending  Installation"  means,  with respect to a Lender or the Agent, the
office,  branch,  subsidiary  or affiliate of such Lender or the Agent listed on
the signature pages hereof or on a Schedule or otherwise selected by such Lender
or the Agent pursuant to Section 2.18.

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

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

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

     "Loan  Documents" means this Agreement,  the Facility LC Applications,  any
Notes  issued  pursuant  to  Section  2.14,  the  Collateral  Documents  and the
Guaranty.

     "Loan Party" means the Borrower and each Guarantor.

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

     "Material Indebtedness" is defined in Section 7.5.


                                       8


<PAGE>  35


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

     "Material  Subsidiary"  means  any  Subsidiary  of the  Borrower  which (i)
represents  more  than 5% of the  consolidated  assets of the  Borrower  and its
Subsidiaries as would be shown in the consolidated  financial  statements of the
Borrower and its  Subsidiaries  as at the end of the four fiscal  quarter period
ending with the fiscal quarter  immediately prior to the fiscal quarter in which
such  determination  is made,  or (ii) is  responsible  for more  than 5% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial  statements referred to in clause (i)
above;  provided  that  a  Subsidiary  shall  not  be  deemed  to be a  Material
Subsidiary  solely  as a result  of being  responsible  for more  than 5% of the
consolidated  net  income  of the  Borrower  and its  Subsidiaries  unless  such
Subsidiary's  pre-tax income for the relevant period on an unconsolidated  basis
was at least $250,000.  Notwithstanding the foregoing,  COA Finance shall not be
deemed to be a Material Subsidiary.

     "Modify" and "Modification" are defined in Section 2.20. 1.

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

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

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

     "Note" is defined in Section 2.14.

     "Notice of Assignment" is defined in Section 12.3.2.

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

     "Off-Balance  Sheet  Liability"  of  a  Person  means  (i)  any  repurchase
obligation  or  liability  of such  Person  with  respect to  accounts  or notes
receivable sold by such Person,  (ii) any liability under any Sale and Leaseback
Transaction  which is not a Capitalized  Lease,  (iii) any  liability  under any
financing lease or so-called  "synthetic lease" transaction entered into by such
Person,  or (iv) any  obligation  arising with respect to any other  transaction
which is the functional  equivalent of or takes the place of borrowing but which
does not  constitute  a liability  on the  balance  sheets of such  Person,  but
excluding from this clause (iv) Operating Leases.


                                       9


<PAGE>  36


     "Operating  Lease" of a Person  means any lease of  Property  (other than a
Capitalized  Lease)  by  such  Person  as  lessee  which  has an  original  term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

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

     "Outstanding  Credit Exposure" means, as to any Lender at any time, the sum
of (i) the aggregate principal amount of its Revolving Loans outstanding at such
time, plus (ii) an amount equal to its Pro Rata Share of the aggregate principal
amount of Swing Line Loans  outstanding at such time, plus (iii) an amount equal
to its Pro Rata Share of LC Obligations at such time,  plus (iv) an amount equal
to its Pro Rata share of certain other issued and outstanding  letters of credit
described on Schedule III hereto.

     "Participants" is defined in Section 12.2. 1.

     "Payment Date" means the last day of each month.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation,  or any successor
thereto.

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

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

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

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


                                       10


<PAGE>  37


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

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

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

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

     "Purchasers" is defined in Section 12.3. 1.

     "Rate  Management  Obligations"  means  any  and  all  obligations  of  the
Borrower,  whether absolute or contingent and howsoever and whensoever  created,
arising,   evidenced  or  acquired  (including  all  renewals,   extensions  and
modifications  thereof and substitutions  therefor),  under (i) any and all Rate
Management  Transactions,  and  (ii)  any  and  all  cancellations,  buy  backs,
reversals, terminations or assignments of any Rate Management Transactions.

     "Rate Management Transaction" means any transaction (including an agreement
with respect thereto) now existing or hereafter  entered by the Borrower and any
Lender or  Affiliate  thereof  which is a rate swap,  basis swap,  forward  rate
transaction,  commodity  swap,  commodity  option,  equity or equity index swap,
equity or equity index  option,  bond  option,  interest  rate  option,  foreign
exchange transaction,  cap transaction,  floor transaction,  collar transaction,
forward  transaction,  currency  swap  transaction,   cross-currency  rate  swap
transaction,  currency  option or any other similar  transaction  (including any
option with respect to any of these  transactions)  or any combination  thereof,
whether  linked to one or more interest  rates,  foreign  currencies,  commodity
prices, equity prices or other financial measures.

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

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


                                       11


<PAGE>  38


     "Reimbursement  Obligations"  means,  at any  time,  the  aggregate  of all
obligations of the Borrower then outstanding under Section 2.20 to reimburse the
LC  Issuer  for  amounts  paid by the LC Issuer  in  respect  of any one or more
drawings under Facility LCs.

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

     "Required Lenders" means Lenders in the aggregate having at least 66.67% of
the Aggregate  Commitment or, if the Aggregate  Commitment has been  terminated,
Lenders in the aggregate  holding at least 66.67% of the  Aggregate  Outstanding
Credit Exposure,

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

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

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

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

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

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

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

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


                                       12


<PAGE>  39


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

     "Swing Line  Commitment"  means the  obligation of the Swing Line Lender to
make Swing Line Loans up to a maximum  principal amount of $5,000,000 at any one
time outstanding.

     "Swing Line  Lender"  means Bank One or such other Lender which may succeed
to its rights and  obligations  as Swing,  Line Lender  pursuant to the terms of
this Agreement.

     "Swing Line Loan" means a Loan made  available to the Borrower by the Swing
Line Lender pursuant to Section 2.5.

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

     "Transferee" is defined in Section 12.4.

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

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

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

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

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

                                  ARTICLE II.
                                   THE CREDITS

     2.1 COMMITMENT.  From and including the date of this Agreement and prior to
the Facility  Termination  Date, each Lender severally  agrees, on the terms and
conditions  set forth in this  Agreement,  to (i) make Loans to the Borrower and
(ii)  participate  in  Facility  LCs issued  upon the  request of the  Borrower,
provided  that  after  giving  effect  to the  making  of each such Loan and the
issuance of each such Facility LC, such  Lender's  Outstanding  Credit  Exposure
shall not exceed its  Commitment.  Subject to the terms of this  Agreement,  the
Borrower  may  borrow,  repay and  reborrow  at any time  prior to the  Facility
Termination Date. The Commitments to


                                       13


<PAGE>  40


extend credit  hereunder shall expire on the Facility  Termination  Date. The LC
Issuer will issue  Facility LCs hereunder on the terms and  conditions set forth
in Section 2.20.

     2.2.  REQUIRED  PAYMENTS,  TERMINATION.  The Aggregate  Outstanding  Credit
Exposure and all other unpaid  Obligations shall be paid in full by the Borrower
on the  Facility  Termination  Date.  Without  limiting  the  generality  of the
foregoing,  if on the Facility Termination Date any Facility LCs are outstanding
having  expiry  dates  later than the  Facility  Termination  Date,  then on the
Facility  Termination  Date the  Borrower  shall  pay to the  Agent an amount in
immediately  available  funds,  which  funds  shall be held in the  Facility  LC
Collateral  Account,  equal to the  difference of (x) 105% of the sum of (A) the
amount of LC Obligations at such time and (B) the aggregate maximum amount of LC
Fees that are  accrued  and  unpaid on the  Facility  Termination  Date or could
accrue with respect to such Facility LCs from and after the Facility Termination
Date until all such Facility LCs expire on their then  applicable  expiry dates,
assuming no amounts are drawn thereunder,  less (y) the amount on deposit in the
Facility  LC  Collateral  Account  at such  time  which is free and clear of all
rights  and  claims  of third  parties  and has not  been  applied  against  the
Obligations.  The  foregoing  sentence  shall not apply to any Facility LC as to
which the Borrower shall have caused the  beneficiary  thereof to surrender such
Facility LC to the LC Issuer for  cancellation  to the extent that such Facility
LC is undrawn when cancelled.

     2.3. RATABLE LOANS. Each Advance hereunder (other than any Swing Line Loan)
shall consist of Revolving Loans made from the several Lenders ratably according
to their Pro Rata Shares.

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

     2.5. SWING LINE LOANS.

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

     2.5.2.  BORROWING  NOTICE.  The Borrower shall deliver to the Agent and the
Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice") not later
than  noon  (Elkhart  time)  on the  Borrowing  Date of each  Swing  Line  Loan,
specifying  (i) the  applicable  Borrowing  Date (which date shall be a Business
Day), and (ii) the aggregate amount of the requested Swing Line


                                       14


<PAGE>  41


Loan which shall be an amount not less than $100,000. The Swing Line Loans shall
bear interest at the Floating Rate.

     2.5.3.  MAKING OF SWING LINE LOANS.  Subject to the  provisions  of Section
2.5.5,  promptly after receipt of a Swing Line Borrowing Notice, the Agent shall
notify  each  Lender  by fax,  or other  similar  form of  transmission,  of the
requested  Swing  Line  Loan.  Not later  than 2:00 p.m.  (Elkhart  time) on the
applicable Borrowing Date, the Swing Line Lender shall make available the Swing,
Line  Loan,  in funds  immediately  available  in  Elkhart,  to the Agent at its
address  specified  pursuant to Article  XIII.  The Agent will promptly make the
funds so received  from the Swing Line Lender  available  to the Borrower on the
Borrowing Date at the Agent's aforesaid address.

     2.5.4. REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan shall be paid in
full by the  Borrower  on or  before  the  fifth  (5th)  Business  Day after the
Borrowing Date for such Swing Line Loan. In addition,  the Swing Line Lender (i)
may at any time in its sole  discretion  with respect to any  outstanding  Swing
Line Loan,  or (ii) shall on the fifth (5th)  Business Day after the  Borrowing,
Date of any Swing Line  Loan,  require  each  Lender  (including  the Swing Line
Lender) to make a Revolving  Loan in the amount of such  Lender's Pro Rata Share
of such Swing Line Loan (including, without limitation, any interest accrued and
unpaid  thereon),  for the purpose of repaying  such Swing Line Loan.  Not later
than noon  (Elkhart  time) on the date of any notice  received  pursuant to this
Section 2.5.4, each Lender shall make available its required  Revolving Loan, in
funds  immediately  available  in Elkhart to the Agent at its address  specified
pursuant to Article  XIII.  Revolving  Loans made pursuant to this Section 2.5.4
shall  initially  be Floating  Rate Loans and  thereafter  may be  continued  as
Floating Rate Loans or converted into Eurodollar Loans in the manner provided in
Section 2. 10 and subject to the other  conditions and  limitations set forth in
this  Article II.  Unless a Lender  shall have  notified  the Swing Line Lender,
prior to its making any Swing Line Loan, that any applicable condition precedent
set forth in  Sections  4.1 or 4.2 had not then been  satisfied,  such  Lender's
obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing
Line Loans shall be  unconditional,  continuing,  irrevocable  and  absolute and
shall not be affected by any circumstances,  including,  without limitation, (a)
any set-off, counterclaim,  recoupment, defense or other right which such Lender
may have against the Agent,  the Swing Line Lender or any other Person,  (b) the
occurrence or  continuance  of a Default or Unmatured  Default,  (c) any adverse
change in the condition  (financial  or  otherwise) of the Borrower,  or (d) any
other circumstances, happening or event whatsoever. In the event that any Lender
fails to make payment to the Agent of any amount due under this  Section  2.5.4,
the Agent shall be entitled to receive, retain and apply against such obligation
the principal and interest  otherwise payable to such Lender hereunder until the
Agent  receives  such payment from such Lender or such  obligation  is otherwise
fully  satisfied.  In  addition to the  foregoing,  if for any reason any Lender
fails to make payment to the Agent of any amount due under this  Section  2.5.4,
such Lender shall be deemed, at the option of the Agent, to have unconditionally
and  irrevocably  purchased  from the Swing Line  Lender,  without  recourse  or
warranty,  an undivided  interest and participation in the applicable Swing Line
Loan in the amount of such Revolving  Loan, and such interest and  participation
may be recovered from such Lender together with interest  thereon at the Federal
Funds  Effective  Rate for each day during the period  commencing on the date of
demand  and  ending  on the  date  such  amount  is  received.  On the  Facility
Termination  Date,  the Borrower shall repay in full the  outstanding  principal
balance of the Swing Line Loans.


                                       15


<PAGE>  42


     2.5.5.  DISCRETIONARY  LENDING.  Notwithstanding  any term or provision set
forth in this Section 2.5 to the contrary, and as acknowledged and understood by
Borrower,  the making and the  decision  to make any Swing Line Loan shall be in
the sole discretion of the Swing Line Lender.

     2.6. COMMITMENT FEE REDUCTIONS IN AGGREGATE COMMITMENT.

               (a) COMMITMENT  FEE. The Borrower  agrees to pay to the Agent for
          the account of each Lender ratably in accordance with their respective
          Pro Rata shares a commitment fee (the "Commitment Fee") at a per annum
          rate equal to the Applicable Fee Rate on the daily unborrowed  portion
          of such Lender's  Commitment  from the Effective Date to and including
          the Facility  Termination Date,  payable quarterly in arrears from the
          Effective Date until the Facility Termination Date.

               (b)  REDUCTIONS  IN  AGGREGATE   COMMITMENT.   The  Borrower  may
          permanently  reduce  the  Aggregate  Commitment  in whole,  or in part
          ratably among the Lenders in integral multiples of $5,000,000, upon at
          least three Business  Days' written notice to the Agent,  which notice
          shall  specify the amount of any such  reduction,  provided,  however,
          that the amount of the Aggregate  Commitment  may not be reduced below
          the Aggregate Outstanding Credit Exposure. All accrued Commitment Fees
          shall be  payable  on the  effective  date of any  termination  of the
          obligations of the Lenders to make Credit Extensions hereunder.

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

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


                                       16


<PAGE>  43


     2.9. METHOD OF SELECTING TYPES AND INTEREST  PERIODS FOR NEW ADVANCES.  The
Borrower  shall select the Type of Advance  and, in the case of each  Eurodollar
Advance,  the Interest Period applicable thereto from time to time. The Borrower
shall give the Agent  irrevocable  notice (a "Borrowing  Notice") not later than
10:00 a.m.  (Elkhart  time) on the Borrowing  Date of each Floating Rate Advance
(other than a Swing Line Loan) and three Business Days before the Borrowing Date
for each Eurodollar Advance, specifying:

          (i)  the  Borrowing  Date,  which  shall be a  Business  Day,  of such
               Advance,

          (ii) the aggregate amount of such Advance,

          (iii) the Type of Advance selected, and

          (iv) in the  case of each  Eurodollar  Advance,  the  Interest  Period
               applicable thereto,

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

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

          (i)  the  requested  date,  which  shall be a  Business  Day,  of such
               conversion or continuation,

          (ii) the  aggregate  amount  and  Type of the  Advance  which is to be
               converted or continued, and

          (iii)the  amount  of such  Advance  which is to be  converted  into or
               continued  as a  Eurodollar  Advance  and  the  duration  of  the
               Interest Period applicable thereto.


                                       17


<PAGE>  44


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

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

     2.13. METHOD OF PAYMENT. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Agent at the Agent's  address  specified  pursuant to Article XIII, or at
any other Lending Installation of the Agent specified in writing by the Agent to
the Borrower, by noon (Elkhart time) on the date when due and shall (except with
respect to  repayments  of Swing  Line  Loans,  or in the case of  Reimbursement
Obligations  for which  the LC  Issuer  has not been  fully  indemnified  by the
Lenders, or as otherwise  specifically required hereunder) be applied ratably by
the Agent among the Lenders. Each payment delivered to the Agent for the account
of any Lender  shall be  delivered  promptly  by the Agent to such Lender in the
same type of funds that the Agent received at its address specified  pursuant to
Article XIII or at any Lending  Installation  specified in a notice  received by
the Agent from such Lender. The Agent is hereby authorized to charge the account
of the  Borrower  maintained  with  Bank  One for  each  payment  of  principal,
interest,  Reimbursement  Obligations and fees as it becomes due hereunder. Each
reference to the Agent


                                       18


<PAGE>  45


in this Section 2.13 shall also be deemed to refer, and shall apply equally,  to
the LC Issuer,  in the case of payments  required to be made by the  Borrower to
the LC Issuer pursuant to Section 2.20.6

     2.14. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.

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

          (ii) The Agent  shall also  maintain  accounts in which it will record
               (a) the amount of each Loan made hereunder,  the Type thereof and
               the Interest Period with respect  thereto,  (b) the amount of any
               principal  or  interest  due and  payable  or to  become  due and
               payable  from the Borrower to each Lender  hereunder  and (c) the
               original  stated  amount of each Facility LC and the amount of LC
               Obligations  outstanding  at any time,  and (d) the amount of any
               sum  received by the Agent  hereunder  from the Borrower and each
               Lender's share thereof.

          (iii)The entries  maintained  in the accounts  maintained  pursuant to
               paragraphs  (1) and (ii) above shall be prima  facie  evidence of
               the existence and amounts of the  Obligations  therein  recorded;
               provided, however, that the failure of the Agent or any Lender to
               maintain  such  accounts  or any error  therein  shall not in any
               manner  affect  the  obligation  of the  Borrower  to  repay  the
               Obligations in accordance with their terms.

          (iv) Any  Lender  may  request  that  its  Loans  be  evidenced  by  a
               promissory  note  or,  in the  case  of the  Swing  Line  Lender,
               promissory notes  representing its Revolving Loans and Swing Line
               Loans, respectively, substantially in the form of Exhibit C, with
               appropriate changes for notes evidencing Swing Line Loans (each a
               "Note").  In such event, the Borrower shall prepare,  execute and
               deliver to such Lender such Note or Notes payable to the order of
               such Lender.  Thereafter,  the Loans  evidenced by each such Note
               and  interest  thereon  shall at all times  (including  after any
               assignment  pursuant to Section  12.3) be  represented  by one or
               more Notes payable to the order of the payee named therein or any
               assignee  pursuant to Section 12.3, except to the extent that any
               such  Lender or assignee  subsequently  returns any such Note for
               cancellation and requests that such Loans once again be evidenced
               as described in paragraphs (i) and (ii) above.

     2.15.  TELEPHONIC  NOTICES.  The Borrower hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Types of
Advances and to transfer funds based on telephonic notices made by any person or
persons the Agent or any Lender in good faith believes to be acting on behalf of
the  Borrower,   it  being  understood  that  the  foregoing   authorization  is
specifically  intended to allow  Borrowing  Notices and  Conversion/Continuation


                                       19


<PAGE>  46


Notices to be given  telephonically.  The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written  confirmation  differs in any material  respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

     2.16. INTEREST PAYMENT DATES;  INTEREST AND FEE BASIS.  Interest accrued on
each Floating  Rate Advance  shall be payable on each Payment  Date,  commencing
with the first such date to occur  after the date  hereof,  on any date on which
the Floating Rate Advance is prepaid,  whether due to acceleration or otherwise,
and at maturity.  Interest accrued on that portion of the outstanding  principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion.  Except as
set forth in the  immediately  succeeding  sentence,  interest  accrued  on each
Eurodollar  Advance shall be payable on the last day of its applicable  Interest
Period,  on any date on which the  Eurodollar  Advance  is  prepaid,  whether by
acceleration or otherwise, and at maturity.  Interest accrued on each Eurodollar
Advance having an Interest Period longer than three months shall also be payable
on the  last day of each  three-month  interval  during  such  Interest  Period.
Interest on Floating Rate Advances and Eurodollar Advances, LC Fees and Facility
Fees shall be calculated for actual days elapsed on the basis of a 360-day year.
Interest  shall be payable for the day an Advance is made but not for the day of
any  payment on the amount paid if payment is  received  prior to noon  (Elkhart
time) at the place of payment.  If any payment of principal of or interest on an
Advance  shall  become due on a day which is not a Business  Day,  such  payment
shall  be made  on the  next  succeeding  Business  Day  and,  in the  case of a
principal  payment,  such  extension  of time  shall be  included  in  computing
interest in connection with such payment.

     2.17. NOTIFICATION OF ADVANCES,  INTEREST RATES, PREPAYMENTS AND COMMITMENT
REDUCTIONS AND INCREASES.  Promptly after receipt thereof, the Agent will notify
each  Lender of the  contents of each  Aggregate  Commitment  reduction  notice,
Commitment  Increase  Request,  Borrowing  Notice,  Swing Line Borrowing Notice,
Conversion/Continuation  Notice,  and repayment notice received by it hereunder.
Promptly  after notice from the LC Issuer,  the Agent will notify each Lender of
the contents of each request for issuance of a Facility LC hereunder.  The Agent
will notify each  Lender of the  interest  rate  applicable  to each  Eurodollar
Advance  promptly  upon  determination  of such interest rate and will give each
Lender prompt notice of each change in the Alternate Base Rate.

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


                                       20


<PAGE>  47


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

     2.20. FACILITY LCS.

     2.20.1.  ISSUANCE. The LC Issuer hereby agrees, on the terms and conditions
set forth in this Agreement,  to issue standby and commercial  letters of credit
(each, a "Facility LC") and to renew,  extend,  increase,  decrease or otherwise
modify each Facility LC ("Modify," and each such action a "Modification"),  from
time to time  from and  including  the date of this  Agreement  and prior to the
Facility  Termination  Date upon the  request  of the  Borrower;  provided  that
immediately after each such Facility LC is issued or Modified, (i) the aggregate
amount of the  outstanding LC Obligations  shall not exceed  $5,000,000 and (ii)
the  Aggregate  Outstanding  Credit  Exposure  shall not  exceed  the  Aggregate
Commitment.  No  Facility LC shall have an expiry date later than one year after
its issuance or, in the case of any renewal or extension thereof, one year after
such renewal or extension  provided,  however in all events, that no Facility LC
shall be issued, renewed or extended following the Facility Termination Date.

     2.20.2. PARTICIPATIONS.  Upon the issuance or Modification by the LC Issuer
of a Facility LC in accordance  with this Section  2.20,  the LC Issuer shall be
deemed,  without further action by any party hereto, to have unconditionally and
irrevocably  sold to each  Lender,  and each  Lender  shall be  deemed,  without
further  action by any party hereto,  to have  unconditionally  and  irrevocably
purchased  from the LC Issuer,  a  participation  in such  Facility LC (and each
Modification  thereof) and the related LC  Obligations  in proportion to its Pro
Rata Share.

     2.20.3.  NOTICE.  Subject to Section 2.20.1, the Borrower shall give the LC
Issuer  notice prior to 10:00 a.m.  (Elkhart  time) at least five  Business Days
prior to the  proposed  date of issuance or  Modification  of each  Facility LC,
specifying the beneficiary,  the proposed date of issuance (or Modification) and
the expiry date of such Facility LC, and  describing  the proposed terms of such
Facility LC and the nature of the transactions proposed to be supported thereby.
Upon receipt of such notice,  the LC Issuer shall promptly notify the Agent, and
the Agent shall promptly notify each Lender,  of the contents thereof and of the
amount of such Lender's participation in such proposed Facility LC. The issuance
or  Modification  by the LC Issuer of any Facility LC shall,  in addition to the
conditions  precedent set forth in Article IV (the  satisfaction of which the LC
Issuer shall have no duty to ascertain),  be subject to the conditions precedent
that  such  Facility  LC shall be  satisfactory  to the LC  Issuer  and that the
Borrower shall have


                                       21


<PAGE>  48


executed and delivered such application  agreement and/or such other instruments
and  agreements  relating  to  such  Facility  LC as the LC  Issuer  shall  have
reasonably  requested (each, a "Facility LC  Application").  In the event of any
conflict  between the terms of this  Agreement  and the terms of any Facility LC
Application, the terms of this Agreement shall control.

     2.20.4.  LC FEES. The Borrower  shall pay to the Agent,  for the account of
the Lenders  ratably in accordance with their  respective Pro Rata Shares,  with
respect to each standby  Facility LC, a letter of credit fee at a per annum rate
equal to the Applicable  Margin for Eurodollar Loans in effect from time to time
on the initial stated amount,  such standby  Facility LC, such fee to be payable
in advance on the date of issuance of the  Facility LC and each  anniversary  or
extension or renewal date, as applicable, thereof.

     2.20.5.  ADMINISTRATION;  REIMBURSEMENT  BY LENDERS.  Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the LC Issuer  shall  notify the Agent and the Agent shall  promptly  notify the
Borrower and each other Lender as to the amount to be paid by the LC Issuer as a
result of such demand and the proposed payment date (the "LC Payment Date"). The
responsibility of the LC Issuer to the Borrower and each Lender shall be only to
determine that the documents (including each demand for payment) delivered under
each Facility LC in connection with such  presentment  shall be in conformity in
all material  respects  with such  Facility LC. The LC Issuer shall  endeavor to
exercise the same care in the issuance and administration of the Facility LCs as
it does  with  respect  to  letters  of credit  in which no  participations  are
granted,  it being  understood  that in the absence of any gross  negligence  or
willful in misconduct by the LC Issuer, each Lender shall be unconditionally and
irrevocably  liable  without  regard to the  occurrence  of any  Default  or any
condition  precedent  whatsoever,  to reimburse  the LC Issuer on demand for (i)
such Lender's Pro Rata Share of the amount of each payment made by the LC Issuer
under  each  Facility  LC to the extent  such  amount is not  reimbursed  by the
Borrower  pursuant to Section 2.20.6 below,  plus (ii) interest on the foregoing
amount to be  reimbursed  by such  Lender,  for each day from the date of the LC
Issuer's demand for such  reimbursement  (or, if such demand is made after 11:00
a.m. (Elkhart time) on such date, from the next succeeding  Business Day) to the
date on which such Lender pays the amount to be  reimbursed  by it, at a rate of
interest per annum equal to the Federal Funds Effective Rate for the first three
days and,  thereafter,  at a rate of interest  equal to the rate  applicable  to
Floating Rate Advances.

     2.20.6.  REIMBURSEMENT  BY BORROWER.  The Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuer on or before the applicable
LC Payment  Date for any  amounts to be paid by the LC Issuer  upon any  drawing
under any Facility LC, without presentment, demand, protest or other formalities
of any kind;  provided  that neither the Borrower nor any Lender shall hereby be
precluded from asserting any claim, for direct (but not  consequential)  damages
suffered by the  Borrower or such Lender to the extent,  but only to the extent,
caused by (i) the willful  misconduct  or gross  negligence  of the LC Issuer in
determining  whether a request  presented  under  any  Facility  LC issued by it
complied with the terms of such  Facility LC or (ii) the LC Issuer's  failure to
pay under any Facility LC issued by it after the presentation to it of a request
strictly  complying  with the terms and conditions of such Facility LC. All such
amounts paid by the LC Issuer and  remaining  unpaid by the Borrower  shall bear
interest,  payable on demand,  for each day until paid at a rate per annum equal
to (x) the rate  applicable  to Floating  Rate Advances for such day if such day
falls on or before the applicable


                                       22


<PAGE>  49


LC Payment Date and (y) the sum of 2% plus the rate  applicable to Floating Rate
Advances  for such day if such day falls  after  such LC  Payment  Date.  The LC
Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all
amounts received by it from the Borrower for application in payment, in whole or
in part, of the Reimbursement Obligation in respect of any Facility LC issued by
the LC Issuer,  but only to the extent  such  Lender has made  payment to the LC
Issuer in respect of such Facility LC pursuant to Section 2.20.5. Subject to the
terms  and  conditions  of this  Agreement  (including  without  limitation  the
submission  of a  Borrowing  Notice  in  compliance  with  Section  2.9  and the
satisfaction  of the applicable  conditions  precedent set forth in Article IV),
the Borrower may request an Advance  hereunder for the purpose of satisfying any
Reimbursement Obligation.

     2.20.7. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section
2.20 shall be absolute and  unconditional  under any and all  circumstances  and
irrespective  of any  setoff,  counterclaim  or  defense  to  payment  which the
Borrower  may  have or  have  had  against  the LC  Issuer,  any  Lender  or any
beneficiary of a Facility LC. The Borrower further agrees with the LC Issuer and
the Lenders that the LC Issuer and the Lenders shall not be responsible for, and
the Borrower's  Reimbursement Obligation in respect of any Facility LC shall not
be affected by, among other things,  the validity or genuineness of documents or
of any endorsements  thereon,  even if such documents should in fact prove to be
in any or all respects invalid,  fraudulent or forged, or any dispute between or
among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or
any  financing  institution  or  other  party  to whom  any  Facility  LC may be
transferred  or any claims or defenses  whatsoever  of the Borrower or of any of
its  Affiliates  against  the  beneficiary  of  any  Facility  LC  or  any  such
transferee.  The LC  Issuer  shall  not  be  liable  for  any  error,  omission,
interruption  or delay in  transmission,  dispatch or delivery of any message or
advice,  however  transmitted,  in connection with any Facility LC. The Borrower
agrees that any action  taken or omitted by the LC Issuer or any Lender under or
In connection  with each Facility LC and the related  drafts and  documents,  if
done without gross negligence or willful  misconduct,  shall be binding upon the
Borrower  and shall not put the LC Issuer or any Lender  under any  liability to
the Borrower.  Nothing in this Section  2.20.7 is intended to limit the right of
the Borrower to make a claim  against the LC Issuer for damages as  contemplated
by the proviso to the first sentence of Section 2.20.6.

     2.20.8.  ACTIONS OF LC ISSUER. The LC Issuer shall be entitled to rely, and
shall be fully  protected  in relying,  upon any Facility  LC,  draft,  writing,
resolution,   notice,  consent,   certificate,   affidavit,  letter,  cablegram,
telegram,  telecopy,  telex  or  teletype  message,  statement,  order  or other
document 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,  independent  accountants and other experts  selected by the LC Issuer.
The LC Issuer shall be fully justified in failing or refusing to take any action
under  this  Agreement  unless  it shall  first  have  received  such  advice or
concurrence  of the Required  Lenders as it reasonably  deems  appropriate or it
shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all  liability  and  expense  which may be  incurred  by it by reason of
taking  or  continuing  to take  any  such  action.  Notwithstanding  any  other
provision  of this  Section  2.20,  the LC  Issuer  shall in all  cases be fully
protected  in acting,  or in  refraining  from acting,  under this  Agreement in
accordance  with a request of the  Required  Lenders,  and such  request and any
action  taken or  failure to act  pursuant  thereto  shall be  binding  upon the
Lenders and any future holders of a participation in any Facility LC.


                                       23


<PAGE>  50


     2.20.9.  INDEMNIFICATION.  The Borrower hereby agrees to indemnify and hold
harmless  each  Lender,  the LC  Issuer  and the  Agent,  and  their  respective
directors,  officers,  agents and employees from and against any, and all claims
and damages,  losses,  liabilities,  costs or expenses which such Lender, the LC
Issuer or the Agent may incur (or which may be claimed against such Lender,  the
LC Issuer or the Agent by any Person  whatsoever)  by reason of or in connection
with the  issuance,  execution and delivery or transfer of or payment or failure
to pay under any  Facility LC or any actual or proposed  use of any Facility LC,
including,  without limitation, any claims, damages, losses, liabilities,  costs
or  expenses  which the LC Issuer may incur,  (i) by reason of or in  connection
with the failure of any other  Lender to fulfill or comply with its  obligations
to the LC Issuer hereunder (but nothing herein contained shall affect any rights
the Borrower may have against any defaulting  Lender) or (ii) by reason of or on
account of the LC Issuer  issuing any Facility LC which  specifies that the term
"Beneficiary" included therein includes any successor by operation of law of the
named  Beneficiary,  but which  Facility LC does not require that any drawing by
any such successor  Beneficiary  be  accompanied by a copy of a legal  document,
satisfactory  to the LC Issuer,  evidencing  the  appointment  of such successor
Beneficiary,  provided that the Borrower  shall not be required to indemnify any
Lender, the LC Issuer or the Agent for any claims, damages, losses, liabilities,
costs or  expenses  to the  extent,  but only to the  extent,  caused by (x) the
willful misconduct or gross negligence o f the LC Issuer in determining  whether
a  request  presented  under any  Facility  LC  complied  with the terms of such
Facility  LC or (y) the LC Issuer's  failure to pay under any  Facility LC after
the  presentation  to it of a  request  strictly  complying  with the  terms and
conditions  of such Facility LC.  Nothing in this Section  2.20.9 is intended to
limit  the  obligations  of the  Borrower  under  any  other  provision  of this
Agreement.

     2.20.10. LENDERS' INDEMNIFICATION. Each Lender shall, ratably in accordance
with its Pro Rata  Share,  indemnify  the LC Issuer,  its  affiliates  and their
respective  directors,  officers,  agents  and  employees  (to  the  extent  not
reimbursed  by the Borrower)  against any cost,  expense  (including  reasonable
counsel  fees and  disbursements),  claim,  demand,  action,  loss or  liability
(except  such as result  from such  indemnities'  gross  negligence  or  willful
misconduct  or the LC  Issuer's  failure to pay under any  Facility LC after the
presentation to it of a request strictly complying with the terms and conditions
of the Facility LC) that such indemnities may suffer or incur in connection with
this Section 2.20 or any action taken or omitted by such indemnities hereunder.

     2.20.11.  FACILITY LC COLLATERAL ACCOUNT. The Borrower agrees that it will,
upon the  request  of the  Agent or the  Required  Lenders  and  until the final
expiration  date of any  Facility  LC and  thereafter  as long as any  amount is
payable to the LC Issuer or the Lenders in respect of any Facility LC,  maintain
a special collateral account pursuant to arrangements  satisfactory to the Agent
(the  "Facility LC  Collateral  Account")  at the Agent's  office at the address
specified  pursuant to Article  XIII, in the name of such Borrower but under the
sole  dominion  and control of the Agent,  for the benefit of the Lenders and in
which such  Borrower  shall have no interest  other than as set forth in Section
8.1. The Borrower hereby pledges,  assigns and grants to the Agent, on behalf of
and for the  ratable  benefit  of the  Lenders  and the LC  Issuer,  a  security
interest in all of the Borrower's right,  title and interest in and to all funds
which may from time to time be on deposit in the Facility LC Collateral  Account
to secure the prompt and complete  payment and  performance of the  Obligations.
The Agent will invest any funds on deposit  from time to time in the Facility LC
Collateral  Account in certificates of deposit of Bank One having a


                                       24


<PAGE>  51


maturity not  exceeding 30 days.  Nothing in this Section  2.20.11  shall either
obligate  the Agent to require the Borrower to deposit any funds in the Facility
LC Collateral  Account or limit the right of the Agent to release any funds held
in the  Facility  LC  Collateral  Account in each case other than as required by
Section 2.2 or Section 8.1.

     2.20.12.  RIGHTS AS A LENDER.  In its  capacity as a Lender,  the LC Issuer
shall have the same rights and obligations as any other Lender.

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

                                  ARTICLE III.
                             YIELD PROTECTION; TAXES

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

          (i)  subjects any Lender or any applicable Lending Installation or the
               LC Issuer to any  Taxes,  or  changes  the basis of  taxation  of
               payments  (other  than with  respect  to  Excluded  Taxes) to any
               Lender or the LC  Issuer  in  respect  of its  Eurodollar  Loans,
               Facility LCs or participations therein, or

          (ii) imposes or increases or deems applicable any reserve, assessment,
               insurance charge,  special deposit or similar requirement against
               assets  of,


                                       25


<PAGE>  52


               deposits  with or for the account of, or credit  extended by, any
               Lender or any applicable  Lending  Installation  or the LC Issuer
               (other  than  reserves  and  assessments  taken  into  account in
               determining the interest rate applicable to Eurodollar Advances),
               or

          (iii)imposes  any other  condition  the result of which is to increase
               the cost to any Lender or any applicable Lending  Installation or
               the LC Issuer of making,  funding or  maintaining  its Eurodollar
               Loans, or of issuing or participating in Facility LCs, or reduces
               any amount  receivable  by any Lender or any  applicable  Lending
               Installation  or the LC Issuer in connection  with its Eurodollar
               Loans,  Facility LCs or participations  therein,  or requires any
               Lender or any  applicable  Lending  Installation  or LC Issuer to
               make  any  payment  calculated  by  reference  to the  amount  of
               Eurodollar Loans, Facility LCs or participations  therein held or
               interest or LC Fees received by it, by an amount deemed  material
               by such Lender or the LC Issuer as the case may be,

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

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


                                       26


<PAGE>  53


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

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

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

     3.5. TAXES.

          (i)  All payments by the Borrower to or for the account of any Lender,
               the LC  Issuer  or the  Agent  hereunder  or  under  any  Note or
               Facility  LC  Application  shall be made  free  and  clear of and
               without deduction for any and all Taxes. If the Borrower shall be
               required by law to deduct any Taxes from or in respect of any sum
               payable hereunder to any Lender,  the LC Issuer or the Agent, (a)
               the sum payable  shall be  increased  as  necessary so that after
               making all required deductions  (including  deductions applicable
               to  additional  sums payable under this Section 3.5) such Lender,
               the LC  Issuer  or the  Agent  (as the case may be)  receives  an
               amount  equal  to the  sum it  would  have  received  had no such
               deductions   been  made,   (b)  the  Borrower   shall  make  such
               deductions,  (c) the Borrower shall pay the full amount  deducted
               to the relevant  authority in accordance  with applicable law and
               (d) the Borrower  shall furnish to the Agent the original copy of
               a receipt  evidencing  payment  thereof within 30 days after such
               payment is made.

          (ii) In  addition,  the Borrower  hereby  agrees to pay any present or
               future  stamp  or  documentary  taxes  and any  other  excise  or
               property  taxes,  charges or similar  levies which arise from any
               payment  made   hereunder  or  under  any  Note  or  Facility  LC
               Application  or from the  execution  or delivery of, or otherwise
               with  respect  to,  this  Agreement  or any Note or  Facility  LC
               Application ("Other Taxes").


                                       27


<PAGE>  54


          (iii)The Borrower hereby agrees to indemnify the Agent,  the LC Issuer
               and each  Lender  for the  full  amount  of Taxes or Other  Taxes
               (including,  without limitation, any Taxes or Other Taxes imposed
               on amounts payable under this Section 3.5) paid by the Agent, the
               LC Issuer or such Lender and any liability (including  penalties,
               interest and expenses) arising therefrom or with respect thereto.
               Payments due under this  indemnification  shall be made within 30
               days of the date the Agent,  the LC Issuer or such  Lender  makes
               demand therefore pursuant to Section 3.6.

          (iv) Each Lender that is not incorporated under the laws of the United
               States of America or a state thereof  (each a "Non-U.S.  Lender")
               agrees that it will,  not more than ten  Business  Days after the
               date of this  Agreement,  (i) deliver to each of the Borrower and
               the Agent two duly  completed  copies of United  States  Internal
               Revenue Service Form W-8BEN or W-8ECI,  certifying in either case
               that such  Lender is  entitled  to  receive  Payments  under this
               Agreement  without  deduction or withholding of any United States
               federal  income  taxes,  and (ii) deliver to each of the Borrower
               and the Agent a United States Internal  Revenue Form W-8 or W- 9,
               as the  case  may  be,  and  certify  that it is  entitled  to an
               exemption  from  United  States  backup   withholding  tax.  Each
               Non-U.S.  Lender  further  undertakes  to  deliver to each of the
               Borrower and the Agent (x) renewals or additional  copies of such
               form (or any successor form) on or before the date that such form
               expires or becomes obsolete,  and (y) after the occurrence of any
               event requiring a change in the most recent forms so delivered by
               it,  such  additional  forms  or  amendments  thereto  as  may be
               reasonably  requested by the Borrower or the Agent.  All forms or
               amendments described in the preceding sentence shall certify that
               such Lender is entitled to receive  payments under this Agreement
               without  deduction or  withholding  of any United States  federal
               income taxes,  unless an event (including  without limitation any
               change in treaty,  law or  regulation)  has occurred prior to the
               date on which any such delivery would otherwise be required which
               renders all such forms  inapplicable  or which would prevent such
               Lender  from  duly  completing  and  delivering  any such form or
               amendment with respect to it and such Lender advises the Borrower
               and  the  Agent  that it is not  capable  of  receiving  payments
               without any deduction or  withholding  of United  States  federal
               income tax.

          (v)  For any  period  during  which a  Non-U.S.  Lender  has failed to
               provide the Borrower with an appropriate  form pursuant to clause
               (iv),  above  (unless  such failure is due to a change in treaty,
               law  or  regulation,  or any  change  in  the  interpretation  or
               administration thereof by any governmental  authority,  occurring
               subsequent to the date on which a form originally was required to
               be  provided),  such  Non-U.S.  Lender  shall not be  entitled to
               indemnification  under  this  Section  3.5 with  respect to Taxes
               imposed by the United States;  provided that,  should a Non- U.S.
               Lender  which is  otherwise  exempt  from or subject to a reduced
               rate of  withholding  tax become  subject to Taxes because of its
               failure to deliver a form required


                                       28


<PAGE>  55


               under clause (iv),  above, the Borrower shall take such steps, at
               the expense of such  Non-U.S.  Lender,  as such Non- U.S.  Lender
               shall  reasonably  request  to  assist  such  Non-U.S.  Lender to
               recover such Taxes.

          (vi) Any Lender that is entitled to an exemption  from or reduction of
               withholding  tax with respect to payments under this Agreement or
               any Note pursuant to the law of any relevant  jurisdiction or any
               treaty shall deliver to the Borrower  (with a copy to the Agent),
               at the time or times  prescribed by applicable law, such properly
               completed and executed documentation prescribed by applicable law
               as will permit such payments to be made without withholding or at
               a reduced rate.

          (vii)If the U.S.  Internal  Revenue Service or any other  governmental
               authority  of the  United  States  or any  other  country  or any
               political  subdivision thereof asserts a claim that the Agent did
               not properly withhold tax from amounts paid to or for the account
               of any Lender (because the appropriate  form was not delivered or
               properly  completed,  because  such  Lender  failed to notify the
               Agent of a change in  circumstances  which rendered its exemption
               from  withholding  ineffective,  or for any other  reason),  such
               Lender  shall  indemnify  the Agent fully for all  amounts  paid,
               directly  or  indirectly,   by  the  Agent  as  tax,  withholding
               therefor,  or otherwise,  including  penalties and interest,  and
               including,  taxes imposed by any  jurisdiction on amounts payable
               to the Agent under this  subsection,  together with all costs and
               expenses  related  thereto  (including  attorneys  fees  and time
               charges  of  attorneys  for the  Agent,  which  attorneys  may be
               employees of the Agent).  The  obligations  of the Lenders  under
               this  Section   3.5(vii)   shall   survive  the  payment  of  the
               Obligations and termination of this Agreement.

     3.6. LENDER  STATEMENTS;  SURVIVAL OF INDEMNITY.  To the extent  reasonably
possible,  each Lender shall designate an alternate  Lending  Installation  with
respect to its Eurodollar  Loans to reduce any liability of the Borrower to such
Lender  under  Sections  3.1,  3.2 and 3.5 or to  avoid  the  unavailability  of
Eurodollar  Advances  under Section 3.3, so long as such  designation is not, in
the judgment of such Lender,  disadvantageous to such Lender.  Each Lender shall
deliver a written  statement of such Lender to the Borrower  (with a copy to the
Agent) as to the amount due, if any,  under  Section 3.1,  3.2, 3.4 or 3.5. Such
written  statement shall set forth in reasonable  detail the  calculations  upon
which such  Lender  determined  such amount and shall be final,  conclusive  and
binding on the  Borrower  in the  absence of manifest  error.  Determination  of
amounts  payable under such Sections in connection  with a Eurodollar Loan shall
be  calculated  as though each Lender  funded its  Eurodollar  Loan  through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in  determining  the  Eurodollar  Rate  applicable  to such Loan,
whether in fact that is the case or not. Unless otherwise  provided herein,  the
amount  specified  in the written  statement  of any Lender  shall be payable on
demand after receipt by the Borrower of such written statement.  The obligations
of the Borrower  under  Sections 3.1, 3.2, 3.4 and 3.5 shall survive  payment of
the Obligations and termination of this Agreement.


                                       29


<PAGE>  56


                                  ARTICLE IV.
                              CONDITIONS PRECEDENT

     4.1.  EFFECTIVENESS.  This Agreement shall become  effective as of the date
hereof (the  "Effective  Date").  The Lenders  shall not be required to make the
initial Advance  hereunder  unless Borrower has furnished Agent with,  except as
otherwise specifically noted,

          (i)  counterparts  of this Agreement duly executed by the Borrower and
               the Required Lenders;

          (ii) the Guaranty,  in form and substance  satisfactory  to the Agent,
               duly executed by each of the Guarantors;

          (iii)audited   financial   statements   of  the   Borrower   and   its
               consolidated  Subsidiaries  as of  December  31, 2002 and for the
               fiscal year then ended;

          (iv) such other  documents  as the Agent or any Lender may  reasonably
               request;

          (v)  all fees and other  amounts  due and  payable  on or prior to the
               Effective Date,  including,  to the extent  invoiced,  payment or
               reimbursement  of all expenses  required to be paid or reimbursed
               by the Borrower  hereunder.  In addition to items (i) through (v)
               inclusive,  the  Agent  shall  have  received  on or  before  the
               Effective  Date  the  following,   each  in  form  and  substance
               satisfactory to the Agent and, unless indicated otherwise,  dated
               the Effective Date;

          (vi) certified  copies of request  for copies of  information  on Form
               UCC-11,  listing all effective financing statements which name as
               debtor  Borrower  and any Loan  Party  and which are filed in the
               offices  referred to in  paragraph  (vii)  above,  together  with
               copies of such and the results of  searches  for any tax Lien and
               judgment Lien filed  against such Person or its  property,  which
               results,  except as otherwise  agreed to in writing by the Agent,
               shall not show any such Liens and shall be current as of a recent
               date not more than 15 days prior to the Effective Date;

          (vii)within no later than thirty (30) days after the Effective  Date a
               copy of the resolutions certified or ratified as of the Effective
               Date by an Authorized  Officer  thereof,  authorizing  (A) in the
               case of the Borrower,  the borrowings  hereunder and, in the case
               of the Borrower and the other Loan Parties,  and the transactions
               contemplated by the Loan Documents to which such Loan Party is or
               will be a party, and (B) the execution,  delivery and performance
               by such Loan  Document  to which  such Loan Party is or will be a
               party and the execution and delivery of the other documents to be
               delivered by such Person in connection herewith and therewith;

          (viii) a  certificate  of an  Authorized  Officer of each Loan  Party,
               certifying the names and true  signatures of the  representatives
               of such Loan Party is or


                                       30


<PAGE>  57


               will be a party  and  the  other  documents  to be  executed  and
               delivered  by  such  Loan  Party  in   connection   herewith  and
               therewith,  together  with  evidence  of the  incumbency  of such
               authorized officers;

          (ix) a  certificate  of the  appropriate  official(s)  of the state of
               organization and each state of foreign qualification of each Loan
               Party  certifying as to the  subsistence in good standing of such
               Loan Party in such states;

          (x)  a  true  and  complete  copy  of  the  charter,   certificate  of
               formation,  certificate of limited  partnership or other publicly
               filed organizational  document of each Loan Party certified as of
               a recent date not more than 30 days prior to the  Effective  Date
               by an appropriate  official of the sate of  organization  of such
               Loan Party which shall set forth the same complete  legal name of
               such Loan  Party as is set forth  herein  and the  organizational
               number of such Loan Party, if an organizational  number is issued
               in such jurisdiction;

          (xi) a copy of any and all  amendments  to the  charter  and  by-laws,
               limited  liability  company   agreement,   operating   agreement,
               agreement of limited partnership or other organizational document
               of each Loan Party becoming effective after June 28, 2002;

          (xii)an opinion of counsel to the Loan Parties,  substantially  in the
               form of Exhibit D;

          (xiii) a copy of the most recent unaudited financial statements of the
               Borrower  and  its  consolidated  subsidiaries,  together  with a
               certificate  of an  Authorized  Officer of the  Borrower  setting
               forth all (A) existing  Indebtedness,  (B) pending or  threatened
               litigation or claims and (C) other contingent  liabilities of the
               Borrower and its Subsidiaries,  which, in the case of clauses (B)
               and (C) hereof,  could  reasonably be expected to have a Material
               Adverse Effect;

          (xiv)a  certificate   of  an  Authorized   Officer  of  the  Borrower,
               certifying the names and true  signatures of the persons that are
               authorized  to provide a Borrowing  Notice and all other  notices
               under this Agreement and the other Loan Documents;

          (xv) the Credit Agreement dated as of October 1, 2000, as amended from
               time to time,  among the Borrower,  the Lenders party thereto and
               the  Agent  named  therein  shall  have  been   terminated,   all
               indebtedness,  liabilities and obligations outstanding thereunder
               shall  have  been  paid in full and all  liens,  if any,  granted
               thereunder,  (however, exclusive of the Security Agreement) shall
               have been released;

          (xvi)the absence of any  Material  Adverse  Change prior to closing in
               primary or secondary loan syndication  markets or capital markets
               generally that would impair syndication of the Facility.


                                       31


<PAGE>  58


     4.2. EACH CREDIT EXTENSION.  The Lenders shall not (except as otherwise set
forth in  Section  2.5.4  with  respect to  Revolving  Loans for the  purpose of
repaying  Swing Line Loans) be required to make any Credit  Extension  unless on
the applicable Credit Extension Date:

          (i)  There exists no Default or Unmatured Default.

          (ii) The  representations  and  warranties  contained in Article V are
               true and correct as of such Credit  Extension  Date except to the
               extent any such  representation  or  warranty is stated to relate
               solely to an earlier date, in which case such  representation  or
               warranty  shall  have  been  true  and  correct  in all  material
               respects on and as of such earlier date.

          (iii)All  legal  matters   incident  to  the  making  of  such  Credit
               Extension shall be satisfactory to the Lenders and their counsel.

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

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders that:

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

     5.2.  AUTHORIZATION  AND  VALIDITY.  Each  Loan  Party  has the  power  and
authority and legal right to execute and deliver the Loan  Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by each  Loan  Party  of the  Loan  Documents  to  which  it is a party  and the
performance of its  obligations  thereunder  have been duly authorized by proper
corporate  proceedings,  and the Loan  Documents  to which  each Loan Party is a
party  constitute  legal,  valid and  binding  obligations  of such  Loan  Party
enforceable  against such Loan Party in accordance  with their terms,  except as
enforceability  may  be  limited  by  bankruptcy,  insolvency  or  similar  laws
affecting the enforcement of creditors' rights generally.

     5.3. NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and delivery by
the Loan Parties of the Loan Documents, nor the consummation of the transactions
therein  contemplated,  nor compliance with the provisions  thereof will violate
(i) any law, rule,  regulation,  order, writ,  judgment,  injunction,  decree or
award binding on the Borrower or any of its  Subsidiaries or (ii) the Borrower's
or any  Subsidiary's  articles  or  certificate  of  incorporation,  partnership
agreement, certificate of partnership,  articles or certificate of organization,
by-laws,  or operating  or other  management  agreement,  as the case may be, or
(iii) the  provisions  of any


                                       32


<PAGE>  59


indenture,  instrument  or  agreement  to  which  the  Borrower  or  any  of its
Subsidiaries  is a party or is  subject,  or by which  it, or its  Property,  is
bound,  or conflict  with or constitute a default  thereunder,  or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority,  or any
subdivision  thereof,  which has not been obtained by the Borrower or any of its
Subsidiaries,  is  required  to be  obtained  by  the  Borrower  or  any  of its
Subsidiaries  in  connection  with  the  execution  and  delivery  of  the  Loan
Documents,  the borrowings under this Agreement,  the payment and performance by
the Borrower of the  Obligations  or the legality,  validity,  binding effect or
enforceability of any of the Loan Documents.

     5.4.  FINANCIAL   STATEMENTS.   The  December  31,  2002  and  March,  2003
consolidated   financial   statements  of  the  Borrower  and  its  Subsidiaries
heretofore  delivered to the Lenders were prepared in accordance  with generally
accepted accounting principles in effect on the respective dates such statements
were prepared and fairly present,  in all material  respects,  the  consolidated
financial  position of the Borrower and its  Subsidiaries  at such dates and the
consolidated  results  of their  operations  and cash  flows for the  respective
periods  then  ended,  subject  in the  case of the  March  31,  2003  financial
statements to normal year end adjustments and the absence of notes.

     5.5.  MATERIAL  ADVERSE  CHANGE.  Since December 31, 2002 there has been no
change in the business, Property, prospects,  condition (financial or otherwise)
or results of  operations  of the  Borrower  and its  Subsidiaries  which  could
reasonably be expected to have a Material Adverse Effect.

     5.6. TAXES. The Borrower and its Subsidiaries  have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said  returns or pursuant to any  assessment
received by the Borrower or any of its Subsidiaries,  except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting  Principles.  The United States
income tax returns of the Borrower and its Subsidiaries have been audited by the
Internal Revenue Service through the fiscal year ended December 31, 1996. No tax
liens have been filed and no claims are being  asserted with respect to any such
taxes.  The charges,  accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

     5.7. LITIGATION AND CONTINGENT OBLIGATIONS. Except as set forth on Schedule
5.7, there is no litigation, arbitration, governmental investigation, proceeding
or inquiry  pending or, to the  knowledge of any of their  officers,  threatened
against  or  affecting  the  Borrower  or any of its  Subsidiaries  which  could
reasonably  be  expected  to have a Material  Adverse  Effect or which  seeks to
prevent,  enjoin or delay the  making of any Credit  Extensions.  Other than any
liability incident to any litigation,  arbitration or proceeding which (i) could
not  reasonably  be  expected to have a Material  Adverse  Effect or (ii) is set
forth on Schedule 5.7, the Borrower has no material  contingent  obligations not
provided  for or disclosed in the  financial  statements  referred to In Section
5.4.


                                       33


<PAGE>  60


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

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

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

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

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

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

     5.14. OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 5.14, on the
date of this Agreement,  the Borrower and its Subsidiaries will have good title,
free of all Liens  other than


                                       34


<PAGE>  61


those permitted by Section 6.15, to all of the Property and assets  reflected in
the Borrower's most recent  consolidated  financial  statements  provided to the
Agent as owned by the Borrower and its Subsidiaries.

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

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

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

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

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

     5.20. SOLVENCY; NO BANKRUPTCY FILING.

          (i)  Immediately  after the  consummation of the transactions to occur
               on the date hereof and  immediately  following the making of each
               Loan,  if any, made on the date hereof and after giving effect to
               the application of the proceeds of such Loans, (a) the fair value
               of  the  assets  of  the  Borrower  and  its  Subsidiaries  on  a
               consolidated  basis, at a fair  valuation,  will exceed the debts
               and liabilities,  subordinated,  contingent or otherwise,  of the
               Borrower and its  Subsidiaries on a consolidated  basis;  (b) the
               present fair


                                       35


<PAGE>  62


               saleable   value  of  the   Property  of  the  Borrower  and  its
               Subsidiaries  on a  consolidated  basis will be greater  than the
               amount that will be required to pay the probable liability of the
               Borrower and its  Subsidiaries  on a consolidated  basis on their
               debts  and  other   liabilities,   subordinated,   contingent  or
               otherwise,  as such debts and other  liabilities  become absolute
               and  matured;   (c)  the  Borrower  and  its  Subsidiaries  on  a
               consolidated   basis  will  be  able  to  pay  their   debts  and
               liabilities, subordinated, contingent or otherwise, as such debts
               and liabilities become absolute and matured; and (d) the Borrower
               and its  Subsidiaries  on a  consolidated  basis  will  not  have
               unreasonably  small capital with which to conduct the  businesses
               in which they are engaged as such  businesses  are now  conducted
               and are proposed to be conducted after the date hereof.

          (ii) The  Borrower  does  not  intend  to,  or to  permit  any  of its
               Subsidiaries  to,  and  does  not  believe  that it or any of its
               Subsidiaries  will,  incur  debts  beyond its ability to pay such
               debts as they  mature,  taking  into  account  the  timing of and
               amounts   of  cash  to  be  payable  on  or  in  respect  of  its
               Indebtedness or the Indebtedness of any such Subsidiary.

                                  ARTICLE VI.
                                    COVENANTS

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

     6.1. FINANCIAL REPORTING.  The Borrower will maintain,  for itself and each
Subsidiary,  a system of accounting  established and  administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

          (i)  Within 90 days  after the close of each of its fiscal  years,  an
               unqualified  (except  for  qualifications  relating to changes in
               accounting   principles  or  practices   reflecting   changes  in
               generally accepted accounting principles and required or approved
               by the Borrower's independent certified public accountants) audit
               report  certified by  independent  certified  public  accountants
               acceptable to the Lenders,  prepared in accordance with Agreement
               Accounting  Principles on a consolidated basis for itself and its
               Subsidiaries,  including  a  balance  sheet as of the end of such
               period,  related statements of income,  shareholders'  equity and
               cash flows,  accompanied by (a) any management letter prepared by
               said accountants and (b) a certificate of said accountants  that,
               in  the  course  of  their   examination   necessary   for  their
               certification  of the foregoing,  they have obtained no knowledge
               of any  Default or  Unmatured  Default,  or if, in the opinion of
               such  accountants,  any Default or Unmatured Default shall exist,
               stating the nature and status thereof.

          (ii) Within  45 days  after the  close of the  first  three  quarterly
               periods  of  each  of  its  fiscal  years,  for  itself  and  its
               Subsidiaries,  a consolidated  unaudited


                                       36


<PAGE>  63


               balance   sheet  as  at  the  close  of  each  such   period  and
               consolidated  statements  of income and cash flows for the period
               from  the  beginning  of  such  fiscal  year  to the  end of such
               quarter,  all  certified by its chief  financial  officer,  chief
               accounting officer or treasurer.

          (iii)Together with the financial  statements  required  under Sections
               6.1(i) and (ii), a compliance  certificate in  substantially  the
               form of Exhibit A and with schedules and attachments satisfactory
               in form to the  Agent,  signed  by its chief  financial  officer,
               chief accounting  officer or treasurer,  showing the calculations
               necessary to determine compliance with this Agreement and stating
               that no Default or Unmatured Default exists, or if any Default or
               Unmatured Default exists, stating the nature and status thereof.

          (iv) Within 270 days after the close of each fiscal  year, a statement
               of  the  Unfunded  Liabilities  of  each  Single  Employer  Plan,
               certified as correct by an actuary enrolled under ERISA.

          (v)  As soon as  possible  and in any event  within 10 days  after the
               Borrower  knows  that any  Reportable  Event  has  occurred  with
               respect to any Plan, a statement,  signed by the chief  financial
               officer,  chief accounting  officer or treasurer of the Borrower,
               describing  said  Reportable  Event  and  the  action  which  the
               Borrower proposes to take with respect thereto.

          (vi) As soon as possible and in any event within 10 days after receipt
               by the Borrower,  a copy of (a) any notice or claim to the effect
               that the Borrower or any of its  Subsidiaries is or may be liable
               to any Person as a result of the release by the Borrower,  any of
               its  Subsidiaries,  or any other Person of any toxic or hazardous
               waste or  substance  into  the  environment,  and (b) any  notice
               alleging  any   violation   of  any   federal,   state  or  local
               environmental, health or safety law or regulation by the Borrower
               or  any  of  its  Subsidiaries,  which,  in  either  case,  could
               reasonably be expected to have a Material Adverse Effect.

          (vii)Promptly upon the furnishing  thereof to the  shareholders of the
               Borrower,  copies of all financial statements,  reports and proxy
               statements so furnished.

          (viii) Promptly upon the filing  thereof,  copies of all  registration
               statements  and  annual,  quarterly,  monthly  or  other  regular
               reports which the Borrower or any of its Subsidiaries  files with
               the Securities and Exchange Commission.

          (ix) Such other information (including  non-financial  information) as
               the Agent or any Lender may from time to time reasonably request.

     If any  information  which is required to be  furnished to the Lender under
this Section 6.1 is required by law or  regulation to be filed with a government
body or an  earlier  date,  then the  information  required  hereunder  shall be
furnished to Lenders at such earlier date.


                                       37


<PAGE>  64


     6.2. USE OF PROCEEDS. The Borrower will, and will cause each Subsidiary to,
use the proceeds of the Credit  Extensions for working capital and other general
corporate purposes,  provided,  however,  that proceeds of the Credit Extensions
may also be used for Permitted  Acquisitions or other  Investments  permitted by
Section 6.14.

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

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

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

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

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

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

     6.9.  INSPECTION.  The Borrower  will,  and will cause each  Subsidiary to,
permit  the Agent  and the  Lenders,  by their  respective  representatives  and
agents,  to inspect  any of the  Property,  books and  financial  records of the
Borrower  and each  Subsidiary,  to  examine  and make


                                       38


<PAGE>  65


copies of the books of accounts and other financial  records of the Borrower and
each  Subsidiary,  and to discuss  the  affairs,  finances  and  accounts of the
Borrower and each  Subsidiary  with,  and to be advised as to the same by, their
respective  officers at such reasonable  times and intervals as the Agent or any
Lender may designate.

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

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

          (i)  The Loans and the Reimbursement Obligations.

          (ii) Indebtedness  existing  on  the  date  hereof  and  described  on
               Schedule 6.11.

          (iii)Indebtedness   owed  by  COA   Finance   to  the   Borrower   and
               Indebtedness  owed  by  any  other  Subsidiary  to  COA  Finance,
               provided that  Indebtedness  owed by any Guarantor to COA Finance
               shall be  subordinated  to the payment of the obligations of such
               Guarantor  pursuant to the Guaranty on terms  satisfactory to the
               Agent in form and substance.

          (iv) Indebtedness owed to the Borrower by any Guarantor.

          (v)  Off-Balance   Sheet   Liabilities   other  than  Rate  Management
               Transactions  permitted  or  required  under  the  terms  of this
               Agreement and  guaranties of  Indebtedness  of Persons other than
               the Borrower and its  Subsidiaries,  in each case incurred  after
               receipt  by  the  Lenders  of  the  financial  statements  of the
               Borrower and its  Subsidiaries  for the three month period ending
               March 31, 2003 pursuant to Section 6.1(ii), provided, in the case
               of any, such  Off-Balance  Sheet  Liability or guaranty  incurred
               after March 31, 2003  calculated  on a pro forma basis as if such
               Off-Balance  Sheet Liability or guaranty had been incurred on the
               last day of such four fiscal quarter period,  as applicable,  was
               not greater than 2.0 to 1.

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

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

          (i)  Sales of inventory  and obsolete or excess assets in the ordinary
               course of business.


                                       39


<PAGE>  66


          (ii) Leases,  sales or other dispositions of its Property,  other than
               notes receivable and accounts  receivable,  provided that (1) the
               aggregate  value of the Property  sold in any calendar  year does
               not exceed 5% of all Property of the Borrower or  Subsidiary,  as
               applicable, or (2) the aggregate net income derived from Property
               sold in any calendar year does not exceed 5% of the net income of
               the Borrower or Subsidiary, as applicable.

          (iii)Leases,  sales or other  dispositions  of Property  described  in
               Section 6.14(iii) or in Schedule 6.13.

          (iv) Sales of  marketable  securities  and real estate  being held for
               resale.

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

          (i)  Cash Equivalent Investments.

          (ii) Existing  Investments in  Subsidiaries  and other  Investments in
               existence on the date hereof and described in Schedule 6.14.

          (iii)Investments  in  corporate  preferred  stock rated A or better by
               S&P or A2 or better by Moody's at the time of investment therein,
               not exceeding $25,000,000 in the aggregate at any time, including
               any such Investments described in Schedule 6.14.

          (iv) Investments in any Guarantor.

          (v)  Permitted Acquisitions and other Investments in joint ventures or
               minority interests in other Persons,  provided that not less than
               ten days prior to the consummation of any Permitted  Acquisition,
               the  Borrower  shall have  delivered  to the  Agent,  in form and
               substance  reasonably  satisfactory  to the  Agent,  a pro  forma
               consolidated  balance  sheet,  income  statement  and  cash  flow
               statement of the Borrower and its Subsidiaries  (the "Acquisition
               Pro  Forma"),  based  on the  Borrower's  most  recent  financial
               statements  delivered  pursuant to Section 6.1(i) or (ii),  which
               shall be  complete  and shall  fairly  present,  in all  material
               respects, the financial position,  results of operations and cash
               flows of the Borrower and its  Subsidiaries  in  accordance  with
               Agreement  Accounting  Principles,  but taking into  account such
               Permitted  Acquisition,  and such  Acquisition  Pro  Forma  shall
               reflect that, on a pro forma basis,  the Borrower would have been
               in compliance  with the financial  covenants set forth in Section
               6.18 for the four fiscal  quarter period (the "Pro Forma Period")
               reflected in the compliance  certificate most recently  delivered
               to  the  Agent   pursuant  to  Section   6.1(iii)  prior  to  the
               consummation of such Permitted Acquisition (giving effect to such
               Permitted  Acquisition  as if  made  on the  first  day  of


                                       40


<PAGE>  67


               such period).  Cash used by the Borrower and its  Subsidiaries as
               part or all of the Purchase  Price for any Permitted  Acquisition
               or other  Investment  pursuant to this Section  6.14(v) shall not
               exceed $30,000,000 in the aggregate on a cumulative basis for all
               such Investments.  All Indebtedness  incurred by the Borrower and
               its  Subsidiaries  as part or all of the  Purchase  Price for any
               such Investment must comply with Section 6.11.

          (vi) Investments  consisting of Indebtedness permitted by Section 6.11
               (iii).

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

          (i)  Liens for taxes, assessments or governmental charges or levies on
               its Property if the same shall not at the time be  delinquent  or
               thereafter can be paid without penalty, or are being contested in
               good faith and by appropriate  proceedings and for which adequate
               reserves in accordance with Agreement Accounting Principles shall
               have been set aside on its books.

          (ii) Liens  imposed  by law,  such as  carriers',  warehousemen's  and
               mechanics'  liens and other similar liens arising in the ordinary
               course of business which secure  payment of obligations  not more
               than 60 days past due or which are being  contested in good faith
               by appropriate  proceedings  and for which  adequate  reserves in
               accordance with Agreement  Accounting  Principles shall have been
               set aside on its books.

          (iii)Liens  arising  out  of  pledges  or  deposits   under   worker's
               compensation laws, unemployment  insurance,  old age pensions, or
               other  social  security  or  retirement   benefits,   or  similar
               legislation.

          (iv) Utility   easements,   building   restrictions   and  such  other
               encumbrances  or charges against real property as are of a nature
               generally  existing  with  respect  to  properties  of a  similar
               character  and  which  do not  in any  material  way  affect  the
               marketability  of the same or  interfere  with the use thereof in
               the business of the Borrower or its Subsidiaries.

          (v)  Liens existing on the date hereof and described on Schedule 6.15.

          (vi) Liens securing Indebtedness permitted by Section 6.11 (vi).

          (vii)Liens granted  pursuant to any Collateral  Document to secure the
               Obligations  or the  obligations  of  the  Guarantors  under  the
               Guaranty.

     6.16. AFFILIATES. The Borrower will not, and will not permit any Subsidiary
to, enter into any transaction (including,  without limitation,  the purchase or
sale of any Property or service)  with,  or make any payment or transfer to, any
Affiliate  except  in the  ordinary  course  of  business  and  pursuant  to the
reasonable requirements of the Borrower's or such Subsidiary's


                                       41


<PAGE>  68


business and upon fair and reasonable terms no less favorable to the Borrower or
such  Subsidiary  than  the  Borrower  or  such  Subsidiary  would  obtain  in a
comparable arms-length transaction.

     6.17. GUARANTORS; PLEDGE OF STOCK OF FOREIGN SUBSIDIARIES.

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

               (b)  PLEDGE  OF  STOCK.   At  any  time  prior  to  the  Facility
          Termination  Date upon Agent's request,  in its sole  discretion,  the
          ---------------  Borrower  shall  pledge,  or cause one or more of its
          Domestic Subsidiaries to pledge, to the Agent, for the ratable benefit
          of the Lenders,  65% of the capital  stock or other  equity  interests
          held by the  Borrower and its  Domestic  Subsidiaries  of each Foreign
          Subsidiary that is a Material  Subsidiary or is acquired pursuant to a
          Permitted  Acquisition  within ten days after such Foreign  Subsidiary
          becomes a Material  Subsidiary  or is so acquired,  pursuant to one or
          more  pledge  agreements  (each a  "Pledge  Agreement"),  in each case
          together  with   supporting   documentation,   including   authorizing
          resolutions  and  opinions  of  counsel  (including  counsel  from the
          jurisdiction of organization of such Foreign Subsidiary), as the Agent
          may  reasonably  request,   all  in  form  and  substance   reasonably
          satisfactory to the Agent.

     6.18. FINANCIAL COVENANTS.

     6.18.1. FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the Fixed
Charge Coverage Ratio,  determined as of June 30, 2003 for the prior four fiscal
quarters,  and as of the end of each of its fiscal  quarters  thereafter for the
then most-recently ended four fiscal quarter period to be less than 1.25 to 1.0.

     6.18.2.  LEVERAGE RATIO. The Borrower will not permit the ratio, determined
as of June 30, 2003 of (i) Consolidated  Total Debt to (ii) Consolidated  EBITDA
for the then most recently  ended three fiscal quarter period to be greater than
2.0 to 1.0.

     6.18.3.  MINIMUM  NET  WORTH.  The  Borrower  will  at all  times  maintain
Consolidated  Net Worth of not less than the sum of (i)  $185,000,000  plus (ii)
50% of Consolidated Net Income earned in each fiscal quarter  beginning with the
quarter  ending  June 30, 2003  (without  deduction  for losses)  plus (iii) the
amount of any addition to the consolidated  shareholders' equity of the Borrower
and its  Subsidiaries  at any time  resulting  from the  issuance or sale of any
capital stock or other equity  interests by the Borrower  after the date of this
Agreement.

     6.18.4.  CURRENT  RATIO.  The Borrower will not permit the Current Ratio at
any time to be less than 1.5 to 1.0.


                                       42


<PAGE>  69


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

     6.20.  COA FINANCE.  The  Borrower  will not permit COA Finance to have any
material  liabilities other than Indebtedness owed to the Borrower or to own any
material   Property  other  than  Investments   consisting  of  loans  to  other
Subsidiaries of the Borrower and Cash Equivalent Investments, provided that Cash
Equivalent  Investments  held by COA  Finance  shall not exceed  $500,000 in the
aggregate at any time.

     6.21.  PREPAYMENT OF OTHER DEBT. Except for the Obligations as permitted in
this Agreement,  Borrower will not, and will not permit any of its Subsidiaries,
to  make  any  voluntary  or  optional  payment  or  prepayment  or  redemption,
defeasance, sinking fund payment or other acquisition for value of any of its or
its  Subsidiaries'  Indebtedness  (including,  without  limitation,  by  way  of
depositing  money  or  securities  with the  trustee  therefor  before  the date
required for the purpose of paying any portion of such  Indebtedness  when due),
or refund,  refinance,  replace or exchange any other  Indebtedness for any such
Indebtedness or make any payment or prepayment,  redemption, defeasance, sinking
fund payment or repurchase of any  outstanding  Indebtedness  as a result of any
asset sale, change of control, issuance and sale of debt or equity securities or
similar event, or giving any notice with respect to any of the foregoing.

     6.22. CERTAIN AGREEMENTS. Borrower will not, and will not permit any of its
Subsidiaries  to, agree to any  amendment or other change to or waiver of any of
its  rights  under any  material  contract  if the effect  thereof  (A) would be
adverse to the rights or interests of the Agent or any Lender,  (B) would impair
any Loan  Party's  ability to conduct  any aspect of its  business or perform or
satisfy any representation,  warranty or covenant contained in this Agreement or
any other Loan Document,  or (C) would adversely affect the financial  condition
of the Borrower or any Subsidiary.

                                  ARTICLE VII.
                                    DEFAULTS

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

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

     Nonpayment   of  principal  of  any  Loan  when  due,   nonpayment  of  any
Reimbursement  Obligation within one Business Day after the same becomes due, or
nonpayment  of interest  upon any Loan or of any  Facility  Fee, LC Fee or other
obligations  under any of the Loan  Documents  within  five days  after the same
becomes due.

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


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<PAGE>  70


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

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

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

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

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

     The Borrower or any of its  Subsidiaries  shall fail within 30 days to pay,
bond or otherwise  discharge one or more (i) judgments or orders for the payment
of money (except to the


                                       44


<PAGE>  71


extent covered by insurance as to which the insurer has not disclaimed coverage)
in excess of $5,000,000 (or the equivalent thereof in currencies other than U.S.
Dollars)  in the  aggregate,  or (ii)  nonmonetary  judgments  or orders  which,
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect, which judgment(s),  in any such case, is/are not stayed
on appeal or otherwise being appropriately contested in good faith.

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

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

     Any Change in Control shall occur.

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


                                       45


<PAGE>  72


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

     Nonpayment  by the  Borrower  or any  Subsidiary  of  any  Rate  Management
Obligation when due or the breach by the Borrower or any Subsidiary of any term,
provision  or  condition  contained in any Rate  Management  Transaction  or any
transaction  of  the  type  described  in the  definition  of  "Rate  Management
Transactions,"  whether  or not any Lender or  Affiliate  of a Lender is a party
thereto.

     Borrower  or any other  Loan Party  fails to  deliver  to Agent,  as of the
deadline specified therein, the items stated in Section 4.1(vii).

                                 ARTICLE VIII.
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1. ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.

          (i)  If any  Default  described  in  Section  7.6 or 7.7  occurs  with
               respect to the Borrower,  the  obligations of the Lenders to make
               Loans  hereunder and the obligation and power of the LC Issuer to
               issue  Facility  LCs  shall   automatically   terminate  and  the
               Obligations shall immediately  become due and payable without any
               election or action on the part of the Agent, the LC Issuer or any
               Lender   and   the   Borrower   will   be  and   become   thereby
               unconditionally  obligated,  without any further  notice,  act or
               demand,  to pay to the Agent an amount in  immediately  available
               funds,  which funds shall be held in the  Facility LC  Collateral
               Account,  equal  to  the  difference  of  (x)  the  amount  of LC
               Obligations  at such time,  less (y) the amount on deposit in the
               Facility  LC  Collateral  Account  at such time which is free and
               clear of all rights and claims of third  parties and has not been
               applied against the Obligations (such difference, the "Collateral
               Shortfall  Amount").  If any other Default  occurs,  the Required
               Lenders (or the Agent with the consent of the  Required  Lenders)
               may (a)  terminate or suspend the  obligations  of the Lenders to
               make  Loans  hereunder  and the  obligation  and  power of the LC
               Issuer to issue  Facility LCs, or declare the  Obligations  to be
               due and payable, or both,  whereupon the Obligations shall become
               immediately due and payable, without presentment, demand, protest
               or notice of any kind, all of which the Borrower hereby expressly
               waives,  and (b) upon notice to the  Borrower  and in addition to
               the  continuing  right to demand  payment of all amounts  payable
               under this Agreement, make demand on the Borrower to pay, and the
               Borrower will, forthwith upon such demand and without any further
               notice or act, pay to the Agent the Collateral  Shortfall Amount,
               which  funds shall be  deposited  in the  Facility LC  Collateral
               Account.


                                       46


<PAGE>  73


          (ii) If at any  time  while  any  Default  is  continuing,  the  Agent
               determines that the Collateral  Shortfall  Amount at such time is
               greater  than zero,  the Agent may make demand on the Borrower to
               pay,  and the  Borrower  will,  forthwith  upon such  demand  and
               without  any  further  notice  or  act,  pay  to  the  Agent  the
               Collateral  Shortfall  Amount,  which funds shall be deposited in
               the Facility LC Collateral Account.

          (iii)The Agent may at any time or from  time to time  after  funds are
               deposited in the Facility LC Collateral Account, apply such funds
               to the payment of the  Obligations and any other amounts as shall
               from time to time have become due and payable by the  Borrower to
               the Lenders or the LC Issuer under the Loan Documents.

          (iv) At any time while any Default is continuing, neither the Borrower
               nor any  Person  claiming  on behalf of or through  the  Borrower
               shall  have any right to  withdraw  any of the funds  held in the
               Facility LC Collateral Account. After all of the Obligations have
               been indefeasibly  paid in full and the Aggregate  Commitment has
               been   terminated,   any  funds  remaining  in  the  Facility  LC
               Collateral Account shall be returned by the Agent to the Borrower
               or paid to whomever may be legally entitled thereto at such time.

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

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

          (i)  Extend the final  maturity of any Loan, or extend the expiry date
               of any Facility LC to a date after the Facility  Termination Date
               or forgive all or any portion of the principal  amount thereof or
               any Reimbursement  Obligation related thereto, or reduce the rate
               or extend  the time of  payment of  interest  or fees  thereon or
               Reimbursement Obligations related thereto.

          (ii) Reduce the  percentage  specified in the  definition  of Required
               Lenders.


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<PAGE>  74


          (iii)Extend the  Facility  Termination  Date,  or reduce the amount or
               extend the payment  date for,  the  mandatory  payments  required
               under  Section 2.2, or increase the amount of the  Commitment  of
               any Lender  hereunder or the commitment to issue Facility LCs, or
               permit the Borrower to assign its rights under this Agreement.

          (iv) Amend this Section 8.2.

          (v)  Release  any  Guarantor  or,  except  as  provided  in  the  Loan
               Documents,  release all or  substantially  all of the  collateral
               covered thereby.

No amendment of any provision of this  Agreement  relating to the Agent shall be
effective  without  the  written  consent  of the  Agent.  No  amendment  of any
provision of this Agreement  relating to the Swing Line Lender or any Swing Line
Loans shall be effective  without the written  consent of the Swing Line Lender.
No  amendment  of any  provisions  relating to the LC Issuer  shall be effective
without the written consent of the LC Issuer. The Agent may waive payment of the
fee required under Section  12.3.2  without  obtaining the consent of any, other
party to this Agreement.

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

                                  ARTICLE IX.
                               GENERAL PROVISIONS

     9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of the
Borrower  contained  in this  Agreement  shall  survive the making of the Credit
Extensions herein contemplated.

     9.2. GOVERNMENTAL  REGULATION.  Anything contained in this Agreement to the
contrary  notwithstanding,  neither  the LC  Issuer  nor  any  Lender  shall  be
obligated to extend  credit to the Borrower in  violation of any  limitation  or
prohibition provided by any applicable statute or regulation.

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


                                       48


<PAGE>  75


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

     9.5.  SEVERAL  OBLIGATIONS;  BENEFITS  OF THIS  AGREEMENT.  The  respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its  obligations  hereunder  shall not relieve any other  Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit  upon any Person other than the parties to this  Agreement  and
their respective  successors and assigns,  provided,  however,  that the parties
hereto  expressly  agree  that the  Arranger  shall  enjoy the  benefits  of the
provisions  of  Sections  9.6, 9. 10 and 10. 11 to the extent  specifically  set
forth  therein and shall have the right to enforce  such  provisions  on its own
behalf  and in its own  name to the  same  extent  as if it were a party to this
Agreement.

     9.6. EXPENSES; INDEMNIFICATION.

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

          (ii) The Borrower  hereby further  agrees to indemnify the Agent,  the
               Arranger,  the  LC  Issuer  and  each  Lender,  their  respective
               affiliates,  and each of their directors,  officers and employees
               against  all  losses,  claims,  damages,  penalties,   judgments,
               liabilities  and expenses  (including,  without  limitation,  all
               reasonable  expenses  of  litigation  or  preparation   therefore
               whether  or not the  Agent,  the  Arranger,  the LC Issuer or any
               Lender or any affiliate is a party thereto) which any of them may
               pay or incur  arising out of or relating to this  Agreement,  the
               other Loan Documents, the transactions contemplated hereby or the
               direct or indirect  application  or proposed  application  of the
               proceeds of any Credit Extension hereunder,  except to the extent
               that  any of the  foregoing  is due to the  gross  negligence  or
               willful  misconduct  of the party  seeking  indemnification.  The


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<PAGE>  76


               obligations  of the Borrower under this Section 9.6 shall survive
               the termination of this Agreement.

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

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

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

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

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

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


                                       50


<PAGE>  77


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

                                   ARTICLE X.
                                    THE AGENT

     10.1.  APPOINTMENT;  NATURE OF  RELATIONSHIP.  Bank One,  Indiana,  N.A. is
hereby  appointed  by  each of the  Lenders  as its  contractual  representative
(herein  referred  to as the  "Agent")  hereunder  and  under  each  other  Loan
Document, and each of the Lenders irrevocably authorizes the Agent to act as the
contractual  representative  of such Lender with the rights and duties expressly
set forth  herein and in the other Loan  Documents.  The Agent  agrees to act as
such contractual  representative  upon the express conditions  contained in this
Article X.  Notwithstanding the use of the defined term "Agent," it is expressly
understood   and   agreed   that  the  Agent   shall  not  have  any   fiduciary
responsibilities  to any  Lender by reason of this  Agreement  or any other Loan
Document and that the Agent is merely acting as the  contractual  representative
of the  Lenders  with  only  those  duties  as are  expressly  set forth in this
Agreement  and  the  other  Loan  Documents.  In its  capacity  as the  Lenders'
contractual  representative,  the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders,  (ii) is a "representative"  of the Lenders within
the meaning of Section 9-102 of Revised Article 9 of the Uniform Commercial Code
and (ill) is acting as an independent contractor, the rights and duties of which
are limited to those  expressly  set forth in this  Agreement and the other Loan
Documents.  Each of the  Lenders  hereby  agrees to assert no claim  against the
Agent on any  agency  theory or any  other  theory of  liability  for  breach of
fiduciary duty, all of which claims each Lender hereby waives.

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

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

     10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain,  inquire into, or verify (a) any statement,  warrant,  or
representation  made in  connection  with any  Loan  Document  or any  borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,  any agreement by an obligor to furnish information directly to each
Lender;  (c) the  satisfaction of any condition  specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible  existence of any Default or Unmatured  Default;  (e) the  validity,
enforceability,  effectiveness,  sufficiency or genuineness of any Loan Document
or any other instrument or writing  furnished in connection  therewith;  (f) the
value,  sufficiency,  creation,


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<PAGE>  78


perfection  or  priority  of any  Lien in any  collateral  security;  or (g) the
financial  condition of the Borrower or any guarantor of any of the  Obligations
or of any of the Borrower's or any such guarantor's respective Subsidiaries. The
Agent  shall have no duty to disclose  to the  Lenders  information  that is not
required  to be  furnished  by the  Borrower  to the Agent at such time,  but is
voluntarily  furnished by the  Borrower to the Agent  (either in its capacity as
Agent or in its individual capacity).

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

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

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

     10.8.  AGENT'S  REIMBURSEMENT  AND  INDEMNIFICATION.  The Lenders  agree to
reimburse and  indemnify  the Agent  ratably in  proportion to their  respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments  immediately  prior to such  termination)  (i) for any  amounts  not
reimbursed by the Borrower for which the Agent is entitled to  reimbursement  by
the Borrower under the Loan Documents,  (ii) for any other expenses  incurred by
the  Agent on  behalf  of the  Lenders,  in  connection  with  the  preparation,
execution,  delivery,  administration  and  enforcement  of the  Loan  Documents
(including,  without  limitation,  for any  expenses  incurred  by the  Agent in
connection  with any dispute  between the Agent and any Lender or between two or
more of the  Lenders)  and  (iii)  for  any  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind and  nature  whatsoever  which may be  imposed  on,  incurred  by or
asserted  against  the Agent in any way  relating  to or arising out of the Loan
Documents  or any  other  document  delivered  in  connection  therewith  or the
transactions contemplated thereby (including,  without limitation,  for any such
amounts incurred by or asserted against the Agent in


                                       52


<PAGE>  79


connection  with any dispute  between the Agent and any Lender or between two or
more  of the  Lenders),  or the  enforcement  of any of the  terms  of the  Loan
Documents or of any such other  documents,  provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing resulted from
the  gross  negligence  or  willful   misconduct  of  the  Agent  and  (ii)  any
indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the
provisions of this Section  10.8,  be paid by the relevant  Lender in accordance
with the provisions  thereof.  The obligations of the Lenders under this Section
10.8 shall survive payment of the Obligations and termination of this Agreement.

     10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured  Default  hereunder  unless
the Agent has received written notice from a Lender or the Borrower referring to
this  Agreement  describing  such Default or Unmatured  Default and stating that
such notice is a "notice of default".  In the event that the Agent receives such
a notice, the Agent shall give prompt notice thereof to the Lenders.

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

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

     10.12.  SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, such resignation to be effective
upon the  appointment  of a successor  Agent or, if no successor  Agent has been
appointed,  forty  five  days  after  the  retiring  Agent  gives  notice of its
intention to resign.  The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders,  such removal
to be effective on the date  specified  by the Required  Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required  Lenders  within  thirty days after
the  resigning  Agent's  giving  notice of its  intention  to  resign,  then the
resigning  Agent may  appoint,  on behalf of the  Borrower  and the  Lenders,  a
successor Agent.  Notwithstanding  the previous  sentence,  the Agent may at any
time  without  the consent of the  Borrower  or any  Lender,  appoint any of its
Affiliates  which is a commercial  bank as a successor Agent  hereunder.  If the
Agent has resigned or been removed and


                                       53


<PAGE>  80


no successor Agent has been appointed, the Lenders may perform all the duties of
the Agent  hereunder and the Borrower  shall make all payments in respect of the
Obligations  to the  applicable  Lender  and for all other  purposes  shall deal
directly  with the Lenders.  No successor  Agent shall be deemed to be appointed
hereunder  until such  successor  Agent has accepted the  appointment.  Any such
successor Agent shall be a commercial bank having capital and retained  earnings
of at  least  $100,000,000.  Upon the  acceptance  of any  appointment  as Agent
hereunder by a successor Agent,  such successor Agent shall thereupon succeed to
and become  vested with all the  rights,  powers,  privileges  and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of the Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents.  After the effectiveness
of the  resignation  or removal of an Agent,  the  provisions  of this Article X
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted  to be taken by it while it was  acting as the Agent  hereunder
and under the other Loan  Documents.  In the event that there is a successor  to
the Agent by merger,  or the Agent  assigns  its duties  and  obligations  to an
Affiliate  pursuant to this Section 10.12, then the term "Prime Rate" as used in
this Agreement  shall mean the prime rate,  base rate or other analogous rate of
the new Agent.

     10.13. AGENT AND ARRANGER FEES. The Borrower agrees to pay to the Agent and
the Arranger, for their respective accounts, the fees agreed to by the Borrower,
the Agent and the Arranger  pursuant to that certain letter  agreement dated May
22, 2003, or as otherwise agreed from time to time.

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

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

                                  ARTICLE XI.
                            SETOFF; RATABLE PAYMENTS

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


                                       54


<PAGE>  81


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

                                  ARTICLE XII.
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1.  SUCCESSORS  AND  ASSIGNS.  The  terms  and  provisions  of the  Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders  and  their  respective  successors  and  assigns,  except  that (i) the
Borrower shall not have the right to assign its rights or obligations  under the
Loan  Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 12.1  relates  only to absolute  assignments  and does not prohibit
assignments creating security interests,  including, without limitation, (x) any
pledge or  assignment  by any Lender of all or any  portion of its rights  under
this  Agreement  and any Note to a Federal  Reserve Bank or (y) in the case of a
Lender which is a fund,  any pledge or  assignment  of all or any portion of its
rights  under  this  Agreement  and any Note to its  trustee  in  support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security  interest  shall  release  the  transferor  Lender  from its
obligations  hereunder  unless and until the parties  thereto have complied with
the  provisions of Section  12.3.  The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3;  provided,  however,  that the
Agent may in its discretion  (but shall not be required to) follow  instructions
from the Person  which made any Loan or which holds any Note to direct  payments
relating to such Loan or Note to another  Person.  Any assignee of the rights to
any Loan or any Note agrees by acceptance of such  assignment to be bound by all
the terms and  provisions  of the Loan  Documents.  Any  request,  authority  or
consent of any  Person,  who at the time of making  such  request or giving such
authority  or consent is the owner of the rights to any Loan  (whether  or not a
Note has been issued in evidence  thereof),  shall be conclusive  and binding on
any subsequent holder or assignee of the rights to such Loan.

     12.2. PARTICIPATIONS.

     12.2.1.  PERMITTED  PARTICIPANTS;  EFFECT.  Any Lender may, in the ordinary
course of its business and in accordance  with  applicable law, at any time sell
to one or more banks or other entities ("Participants")  participating interests
in any Outstanding Credit Exposure of such Lender, any Note held by such Lender,
any  Commitment  of such Lender or any other  interest of such Lender  under the
Loan  Documents.  In the  event of any such  sale by a Lender  of  participating
interests to a Participant,  such Lender's  obligations under the Loan Documents
shall


                                       55


<PAGE>  82


remain  unchanged,  such Lender shall  remain  solely  responsible  to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its  Outstanding  Credit Exposure and the holder of any Note issued
to it in evidence thereof for all purposes under the Loan Documents, all amounts
payable by the Borrower  under this  Agreement  shall be  determined  as if such
Lender had not sold such participating interests, and the Borrower and the Agent
shall  continue to deal solely and directly with such Lender in connection  with
such Lender's rights and obligations under the Loan Documents.

     12.2.2.  VOTING RIGHTS. Each Lender shall retain the sole right to approve,
with the consent of any  Participant,  any amendment,  modification or waiver of
any provision of the Loan Documents  other than any amendment,  modification  or
waiver  with  respect  to any  Credit  Extension  or  Commitment  in which  such
Participant  has an interest  which would require  consent of all of the Lenders
pursuant to the terms of Section 8.2 or of any other Loan Document.

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

     12.3. ASSIGNMENTS.

     12.3.1.  PERMITTED  ASSIGNMENTS.  Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to one or
more banks or other  entities  ("Purchasers")  all or any part of its rights and
obligations under the Loan Documents.  Such assignment shall be substantially in
the form of Exhibit B or in such  other form as may be agreed to by the  parties
thereto.  The consent of the  Borrower  and the Agent and the LC Issuer shall be
required prior to an assignment  becoming  effective with respect to a Purchaser
which is not a Lender or an  Affiliate  thereof,  provided,  however,  that if a
Default has occurred and is continuing, the consent of the Borrower shall not be
required.  Such consent shall not be unreasonably withheld or delayed. Each such
assignment  with  respect to a Purchaser  which is not a Lender or an  Affiliate
thereof shall (unless each of the Borrower and the Agent otherwise  consents) be
in an amount not less than the lesser of (i)  $5,000,000  or (ii) the  remaining
amount of the assigning Lender's  Commitment  (calculated as at the date of such
assignment)  or  outstanding  Loans  (if  the  applicable  Commitment  has  been
terminated).

     12.3.2. EFFECT;  EFFECTIVE DATE. Upon (i) delivery to the Agent of a notice
of assignment,  substantially  in the form attached as Exhibit I to Exhibit B (a
"Notice of Assignment"), together with any consents required by Section 12.3. 1,
and (ii)  payment of a $3,500 fee to the Agent for  processing  such  assignment
(unless such fee is waived by the Agent), such assignment shall become effective
on the effective date specified in such assignment. The assignment shall contain
a representation  by the Purchaser to the effect that none of the  consideration
used to make the purchase of the  Commitment  and  Outstanding  Credit  Exposure
under the applicable


                                       56


<PAGE>  83


assignment  agreement  constitutes "plan assets" as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan  Documents  will
not be "plan  assets"  under  ERISA.  On and  after the  effective  date of such
assignment,  such  Purchaser  shall for all  purposes be a Lender  party to this
Agreement  and any other Loan  Document  executed by or on behalf of the Lenders
and  shall  have all the  rights  and  obligations  of a Lender  under  the Loan
Documents,  to the same extent as if it were an original  party  hereto,  and no
further  consent or action by the  Borrower,  the  Lenders or the Agent shall be
required to release the transferor  Lender with respect to the percentage of the
Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser  pursuant to this Section
12.3.2,  the  transferor  Lender,  the  Agent  and the  Borrower  shall,  if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes,
make appropriate arrangements so that new Notes or, as appropriate,  replacement
Notes are issued to such  transferor  Lender  and new Notes or, as  appropriate,
replacement  Notes,  are  issued to such  Purchaser,  in each case in  principal
amounts  reflecting their respective  Commitments,  as adjusted pursuant to such
assignment.

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

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

                                 ARTICLE XIII.
                                     NOTICES

     13.1.  NOTICES.  Except as otherwise permitted by Section 2.15 with respect
to Borrowing  Notices,  all notices,  requests and other  communications  to any
party  hereunder  shall  be  in  writing  (including  electronic   transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the  signature  pages  hereof,  (y) in the case of any  Lender,  at its
address or facsimile number set forth in its administrative questionnaire or (z)
in the case of any party,  at such other  address  or  facsimile  number as such
party  may  hereafter  specify  for the  purpose  by notice to the Agent and the
Borrower in  accordance  with the  provisions  of this Section  13.1.  Each such
notice,  request  or  other  communication  shall be  effective  (i) if given by
facsimile  transmission,  when  transmitted to the facsimile number specified in
this Section and confirmation of receipt is received,  (ii) if given by mail, 72
hours  after such  communication  is  deposited  in the mails  with first  class
postage prepaid,  addressed as aforesaid,  or (iii) if given by any other means,
when  delivered  (or, in the case of electronic  transmission,  received) at the
address  specified  in this  Section;  provided  that notices to the Agent under
Article II shall not be effective until received.


                                       57


<PAGE>  84


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

                                  ARTICLE XIV.
                                  COUNTERPARTS

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

                                  ARTICLE XV.
          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1.  CHOICE OF LAW.  THE LOAN  DOCUMENTS  (OTHER THAN THOSE  CONTAINING A
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS  (WITHOUT  REGARD TO THE CONFLICT OF LAWS  PROVISIONS)  OF THE
STATE OF  INDIANA,  BUT GIVING  EFFECT TO FEDERAL  LAWS  APPLICABLE  TO NATIONAL
BANKS.

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

     15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT, THE LC ISSUER AND EACH
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY,  ANY MATTER


                                       58


<PAGE>  85


(WHETHER  SOUNDING IN TORT,  CONTRACT OR  OTHERWISE)  IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP  ESTABLISHED
THEREUNDER.

     IN WITNESS  WHEREOF,  the  Borrower,  the Agent and the Lenders have caused
this Credit Agreement to be duly executed and delivered by its officer thereunto
duly authorized as of the date first above written.

                                       COACHMEN INDUSTRIES, INC.



                                       By:   //THOMAS J. MARTINI
                                       Name:  Thomas J. Martini
                                       Title:     Treasurer


                                       By:   //JOSEPH P. TOMCZAK
                                       Name:  Joseph P. Tomczak
                                       Title      Chief Financial Officer



                                       BANK ONE, INDIANA, N.A., as a Lender,
                                       as the LC Issuer and as Administrative
                                       Agent



                                       By:   //KURT E. MEIBEYER
                                       Name:  Kurt E. Meibeyer
                                       Title:  First Vice President



                                       NATIONAL CITY BANK OF INDIANA,
                                       as a Lender


                                       By:   //ROBERT E. NORELL JR.
                                       Name:  Robert E. Norell Jr.
                                       Title:  Vice President





                                       59

<PAGE>  86

                                    EXHIBIT A

                         FORM OF COMPLIANCE CERTIFICATE

To:      The Lenders Parties to the
         Credit Agreement Described Below

     This  Compliance  Certificate is furnished  pursuant to that certain Credit
Agreement  dated as of June 30,  2003  (as the  same may be  amended,  modified,
renewed or extended from time to time,  the "Credit  Agreement")  among Coachmen
Industries, Inc. (the "Borrower"), the lenders party thereto (the "Lenders") and
Bank One,  Indiana,  N.A., as Agent for the Lenders.  Unless  otherwise  defined
herein,  capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected _________ of the Borrower;

     2. I have  reviewed the terms of the Credit  Agreement  and I have made, or
have  caused  to be  made  under  my  supervision,  a  detailed  review  of  the
transactions  and  conditions of the Borrower and its  Subsidiaries,  including,
without limitation, the Guarantors,  during the accounting period covered by the
attached financial statements;

     3. The examinations  described in paragraph 2 did not disclose,  and I have
no knowledge  of, the  existence of any  condition or event which  constitutes a
Default  or  Unmatured  Default  during or at the end of the  accounting  period
covered  by  the  attached  financial  statements  or as of  the  date  of  this
Certificate, except as set forth below;

     4. Schedule I attached  hereto sets forth  financial data and  computations
evidencing  the  Borrower's  compliance  with  certain  covenants  of the Credit
Agreement,  all of which data and computations  are true,  complete and correct;
and

     5.  Schedule  II  attached  hereto  sets  forth  the  various  reports  and
deliveries  which are required at this time under the Credit  Agreement  and the
status of compliance.

     Described below are the exceptions,  if any, to paragraph 3 by listing,  in
detail,  the nature of the  condition or event,  the period  during which it has
existed and the action which the Borrower has taken,  is taking,  or proposes to
take with respect to each such condition or event:

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


<PAGE>  87


     The foregoing  certifications,  together with the computations set forth in
Schedule I hereto and the financial  statements  delivered with this Certificate
in support  hereof,  are made and delivered this ______ day of  _______________,
20_____.


     ______________________________



<PAGE>  88


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                     Compliance as of ________, _______ with
                Provisions of Section 6.11, 6.13, 614 and 6.18 of
                              the Credit Agreement





<PAGE>  89


                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due

                                    Attached



<PAGE>  90
                                    EXHIBIT B

                          FORM OF ASSIGNMENT AGREEMENT

     This   Assignment   Agreement   (this   "Assignment   Agreement")   between
_______________   (the   "Assignor")   and   ____________________________   (the
"Assignee")  is dated as of  __________  200___.  The  parties  hereto  agree as
follows:

     1.  PRELIMINARY  STATEMENT.  The Assignor is a party to a Credit  Agreement
(which, as may be amended,  modified,  renewed or extended from time to time are
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto  ("Schedule 1).  Capitalized  terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to the
Assignee,  and the Assignee hereby  purchases and assumes from the Assignor,  an
interest  in and to the  Assignor's  rights  and  obligations  under the  Credit
Agreement  and the other Loan  Documents,  such that after giving effect to such
assignment  the  Assignee  shall  have  purchased  pursuant  to this  Assignment
Agreement  the  percentage  interest  specified  in Item 3 of  Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents  relating  to the  facilities  listed  in Item 3 of  Schedule  1.  The
aggregate  Commitment  (or  Outstanding  Credit  Exposure,   if  the  applicable
Commitment has been terminated) purchased by the Assignee hereunder is set forth
in Item 4 of Schedule 1.

     3. EFFECTIVE  DATE. The,  effective date of this Assignment  Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two  Business  Days (or such shorter  period  agreed to by the Agent) after
this Assignment Agreement,  together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the  payments  required  to be made by the  Assignee  to the  Assignor on the
Effective Date are not made on the proposed Effective Date.

     4. PAYMENT  OBLIGATIONS.  In  consideration  for the sale and assignment of
Outstanding Credit Exposure hereunder,  the Assignee shall pay the Assignor,  on
the Effective  Date,  the amount agreed to by the Assignor and the Assignee.  On
and after the Effective Date, the Assignee shall be entitled to receive from the
Agent all payments of principal,  interest,  Reimbursement  Obligations and fees
with respect to the interest  assigned hereby.  The Assignee will promptly remit
to the  Assignor any  interest on Loans and fees  received  from the Agent which
relate to the portion of the Commitment or Outstanding  Credit Exposure assigned
to the  Assignee  hereunder  and  not  previously  paid by the  Assignee  to the
Assignor.  In the event that either party  hereto  receives any payment to which
the other party hereto is entitled  under this  Assignment  Agreement,  then the
party receiving such amount shall promptly remit it to the other party hereto.

     5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of
the  recordation  fee required to be paid to the Agent in  connection  with this
Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.

<PAGE>  91

     6.   REPRESENTATIONS  OF  THE  ASSIGNOR,   LIMITATIONS  ON  THE  ASSIGNOR'S
LIABILITY.  The Assignor  represents  and warrants  that (i) it is the legal and
beneficial  owner of the  interest  being  assigned by it  hereunder,  (ii) such
interest  is free and clear of any adverse  claim  created by the  Assignor  and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized.  It is understood and agreed that the assignment and assumption
hereunder are made without  recourse to the Assignor and that the Assignor makes
no other  representation  or warranty of any kind to the  Assignee.  Neither the
Assignor  nor any of its  officers,  directors,  employees,  agents or attorneys
shall  be   responsible   for  (i)  the  due  execution,   legality,   validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including  without  limitation,  documents  granting  the Assignor and the other
Lenders a security interest in assets of the Borrower or any Guarantor, (ii) any
representation,  warranty or statement made in or in connection  with any of the
Loan  Documents,  (iii)  the  financial  condition  or  creditworthiness  of the
Borrower or any Guarantor, (iv) the performance of or compliance with any of the
terms or  provisions of any of the Loan  Documents,  (v)  inspecting  any of the
property,  books or records of the Borrower, (vi) the validity,  enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or  purporting to secure the Loans or (vii) any mistake,  error of judgment,  or
action  taken or  omitted to be taken in  connection  with the Loans or the Loan
Documents.

     7.  REPRESENTATIONS  AND  UNDERTAKINGS  OF THE  ASSIGNEE.  The Assignee (i)
confirms  that it has  received a copy of the Credit  Agreement,  together  with
copies of the  financial  statements  requested  by the  Assignee and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement,  (ii) agrees that
it will,  independently and without reliance upon the Agent, the Assignor or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under the Loan  Documents,  (iii)  appoints and authorizes the
Agent to take such  action as agent on its behalf and to  exercise  such  powers
under the Loan  Documents as are  delegated  to the Agent by the terms  thereof,
together with such powers as are reasonably  incidental  thereto,  (iv) confirms
that the execution and delivery of this Assignment  Agreement by the Assignee is
duly authorized,  (v) agrees that it will perform in accordance with their terms
all of the obligations  which by the terms of the Loan Documents are required to
be performed by it as a Lender,  (vi) agrees that its payment  instructions  and
notice  instructions  are as set forth in the  attachment  to  Schedule 1, (vii)
confirms that none of the funds,  monies,  assets or other  consideration  being
used to make the purchase and assumption  hereunder are "plan assets" as defined
under ERISA and that its rights,  benefits  and  interests in and under the Loan
Documents will not be "plan assets" under ERISA,  (viii) agrees to indemnify and
hold the Assignor  harmless against all losses,  costs and expenses  (including,
without limitation,  reasonable attorneys' fees) and liabilities incurred by the
Assignor  in  connection  with or  arising  in any  manner  from the  Assignee's
non-performance of the obligations assumed under this Assignment Agreement,  and
(ix) if  applicable,  attaches  the forms  prescribed  by the  Internal  Revenue
Service of the United States certifying that the Assignee is entitled to receive
payments under the Loan Documents without deduction or withholding of any United
States federal income taxes.

     8.  GOVERNING  LAW.  This  Assignment  Agreement  shall be  governed by the
internal law, and not the law of conflicts, of the State of Indiana.


                                       2


<PAGE>  92

     9. NOTICES.  Notices shall be given under this Assignment  Agreement in the
manner set forth in the Credit Agreement.  For the purpose hereof, the addresses
of the  parties  hereto  (until  notice of a change is  delivered)  shall be the
address set forth in the attachment to Schedule 1.

     10. COUNTERPARTS,  DELIVERY BY FACSIMILE.  This Assignment Agreement may be
executed in counterparts.  Transmission by facsimile of an executed  counterpart
of this  Assignment  Agreement  shall be deemed to constitute due and sufficient
delivery  of such  counterpart  and  such  facsimile  shall be  deemed  to be an
original counterpart of this Assignment Agreement.

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have
executed this Assignment Agreement by executing Schedule I hereto as of the date
first above written.
















                                       3


<PAGE>  93

                                   SCHEDULE 1
                             to Assignment Agreement

1.   Description and Date of Credit  Agreement:  Credit  Agreement,  dated as of
     June 30, 2003, among Coachman  Industries,  Inc., the Lenders party thereto
     as "Lenders", and Bank One, Indiana, N.A., as Agent for the Lenders.

2.   Date of Assignment Agreement: ______________________, 20____

3.   Amounts (As of Date of Item 2 above):

          a.   Assignee's percentage
               Of the Facility purchased
               Under the Assignment
               Agreement                      _____% (percentage to be taken 10
                                              decimal places)

          b.   Amount of the Facility
               Purchased under the
               Assignment Agreement           $__________

4.   Assignee's  Commitment  (or  Outstanding  Credit  Exposure  with respect to
     terminated Commitments) purchased hereunder:

                                                        $________________
5.   Proposed Effective Date:                           _________________

6.   Non-standard Recordation Fee Arrangement           [N/A]

                                                   [Assignor Assignee
                                                   to pay 100% of fee]
                                                   [Fee waived by Agent]

Accepted and Agreed:

[NAME OF ASSIGNOR]                        [NAME OF ASSIGNEE]

By:                                       By:
   -----------------------------------       -----------------------------------

Title:                                    Title:
      --------------------------------          --------------------------------






                                       4


<PAGE>  94


ACCEPTED AND CONSENTED TO BY*               ACCEPTED AND CONSENTED TO BY*
COACHMEN INDUSTRIES, INC.                   BANK ONE, INDIANA, N.A., as Agent

By:                                         By:
     ----------------------------------          -------------------------------

Title:                                      Title:
       --------------------------------            -----------------------------

*Delete if not required by Credit Agreement




















                                       5
<PAGE>  95


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee



























                                       6


<PAGE>  96


                                    EXHIBIT C

                             FORM OF PROMISSORY NOTE

     COACHMEN  INDUSTRIES,   INC.,  an  Indiana  corporation  (the  "Borrower"),
promises  to  pay  to  the  order  of  __________________________________   (the
"Lender") the aggregate  unpaid principal amount of all Loans made by the Lender
to the  Borrower  pursuant  to  Article  II of  the  Agreement  (as  hereinafter
defined),  in  immediately  available  funds at the  main  office  of Bank  One,
Indiana,  N.A., as Agent,  together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the  Agreement.  The  Borrower
shall pay the principal of and accrued and unpaid  interest on the Loans in full
on the Facility Termination Date.

     The Lender  shall,  and is hereby  authorized  to,  record on the  schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

     This Note is one of the Notes  issued  pursuant  to,  and  entitled  to the
benefits of, the Credit Agreement dated as of June 30, 2003 (which, as it may be
amended  or  modified  and in effect  from time to time,  is herein  called  the
"Agreement"),  among the  Borrower,  the lenders  party  thereto,  including the
Lender, and Bank One, Indiana,  N.A., as Agent, to which Agreement  reference is
hereby made for a statement  of the terms and  conditions  governing  this Note,
including the terms and  conditions  under which this Note may be prepaid or its
maturity date accelerated.  This Note is guaranteed pursuant to the Guaranty, as
more specifically described in the Agreement,  and reference is made thereto for
a statement of the terms and provisions  thereof.  Capitalized terms used herein
and not otherwise  defined herein are used with the meanings  attributed to them
in the Agreement.

                                   COACHMEN INDUSTRIES, INC.



                                   By:
                                      ------------------------------------------


                                   Print Name:
                                              ----------------------------------


                                   Title:
                                         ---------------------------------------

<PAGE>  97



                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                       NOTE OF COACHMEN INDUSTRIES, INC.,
                            DATED _________________,



      Date       Principal      Maturity       Principal      Unpaid
                 Amount of     of Interest      Amount        Balance
                   Loan          Period          Paid

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


<PAGE>  98

                                    EXHIBIT D
                                 FORM OF OPINION




                                                                ----------, ----




The Agent and the Lenders who are parties to the
Credit Agreement described below.


Gentlemen/Ladies:

     We are counsel  for  _____________  (the  "Borrower")  and  _______________
("Subsidiaries"),   and  have  represented  the  Borrower  and  subsidiaries  in
connection  with the  execution and delivery of a Credit  Agreement  dated as of
_______________ (the "Agreement") among the Borrower, the Lenders named therein,
and Bank One, NA, as Agent, and providing for Advances in an aggregate principal
amount not  exceeding  $________ at any one time  outstanding.  All  capitalized
terms used in this  opinion  and not  otherwise  defined  herein  shall have the
meanings attributed to them in the Agreement.

     We have examined Borrower's **[describe  constitutive documents of Borrower
and appropriate evidence of authority to enter into the transaction]**, the Loan
Documents  and such  other  matters of fact and law which we deem  necessary  in
order to render this opinion. Based upon the foregoing, it is our opinion that:

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

     2. The  execution  and delivery by the Borrower of the Loan  Documents  and
each  Subsidiary of the Subsidiary  Guaranty and the performance by the Borrower
and  Subsidiaries  of their  respective  obligations  thereunder  have been duly
authorized by proper corporate  proceedings on the part of the Borrower and each
Subsidiary, as applicable, and will not:

          (a) require any consent of the Borrower's or Subsidiaries shareholders
     or  members  (other  than any such  consent as has  already  been given and
     remains in full force and effect).

<PAGE>  99

          (b) violate (i) any law,  rule,  regulation,  order,  writ,  judgment,
     injunction,  decree  or  award  binding  on  the  Borrower  or  any  of its
     Subsidiaries  or  (ii)  the  Borrower's  or any  Subsidiary's  articles  or
     certificate  of  incorporation,   partnership  agreement,   certificate  of
     partnership, articles or certificate of organization, by-laws, or operating
     or other management agreement,  as the case may be, or (iii) the provisions
     of any  indenture,  instrument or agreement to which the Borrower or any of
     its Subsidiaries is a party or is subject, or by which it, or its Property,
     is bound, or conflict with or constitute a default thereunder; or

          (c) result in, or require,  the creation or imposition of any Lien in,
     of or on the Property of the Borrower or a Subsidiary pursuant to the terms
     of any indenture,  instrument or agreement binding upon the Borrower or any
     of its Subsidiaries.

     3. The Loan Documents have been duly executed and delivered by the Borrower
and constitute legal, valid and binding obligations of the Borrower  enforceable
against the  Borrower in  accordance  with their terms  except to the extent the
enforcement  thereof may be limited by  bankruptcy,  insolvency  or similar laws
affecting the enforcement of creditors' rights generally and subject also to the
availability of equitable remedies if equitable remedies are sought.

     4. The  Subsidiary  Guarantys  have been duly executed and delivered by the
Subsidiary  and  constitute  legal,  valid  and  binding   obligations  of  each
Subsidiary  enforceable  against the  Subsidiary in accordance  with their terms
except to the  extent the  enforcement  thereof  may be  limited by  bankruptcy,
insolvency  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally  and  subject  also  to the  availability  of  equitable  remedies  if
equitable remedies are sought.

     5.  There  is  no  litigation,  arbitration,   governmental  investigation,
proceeding  or  inquiry  pending  or,  to the best of our  knowledge  after  due
inquiry,  threatened  against the Borrower or any of its Subsidiaries  which, if
adversely  determined,  could  reasonably be expected to have a Material Adverse
Effect.

     6. No order, consent, adjudication,  approval, license,  authorization,  or
validation of, or filing,  recording or  registration  with, or exemption by, or
other action in respect of any governmental or public body or authority,  or any
subdivision  thereof,  which has not been obtained by the Borrower or any of its
Subsidiaries,  is  required  to be  obtained  by  the  Borrower  or  any  of its
Subsidiaries  in  connection  with  the  execution  and  delivery  of  the  Loan
Documents,  the borrowings  under the Agreement,  the payment and performance of
the Borrower of the Obligations,  or the legality,  validity,  binding effect or
enforceability of any of the Loan Documents.

     This  opinion  may be  relied  upon by the  Agent,  the  Lenders  and their
participants, assignees and other transferees.

                                            Very truly yours,


<PAGE>  100
                               SUBSIDIARY GUARANTY

     THIS SUBSIDIARY  GUARANTY (this "Guaranty") is made as of June 30, 2003, by
each of the undersigned (collectively,  together with any Guarantor that becomes
a party hereto  pursuant to Section 20 below,  the  "Subsidiary  Guarantors") in
favor of the Agent, for the benefit of the Lenders (as each is defined below),

                                   WITNESSETH:

     WHEREAS,   Coachmen   Industries,   Inc.,  an  Indiana   corporation   (the
"Principal"),  Bank One, Indiana,  N.A., a national banking  association  ("Bank
One"), as Agent (the "Agent"), and certain other Lenders from time to time party
thereto (the  "Lenders")  have entered into a Credit  Agreement dated as of June
30, 2003, (as the same may be amended or modified from time to time, the "Credit
Agreement"),  providing,  subject  to the  terms  and  conditions  thereof,  for
extensions of credit to be made by the Lenders to the Principal;

     WHEREAS, it is a condition precedent to the Agent and the Lenders executing
the Credit Agreement that each of the Subsidiary  Guarantors execute and deliver
this Guaranty  whereby each of the  Subsidiary  Guarantors  shall  guarantee the
payment when due, subject to Section 9 hereof, of all Guaranteed Obligations, as
defined below; and

     WHEREAS,  in  consideration  of the  financial  and other  support that the
Principal  has provided,  and such  financial and other support as the Principal
may in the future provide, to the Subsidiary Guarantors,  and in order to induce
the Lenders and the Agent to enter into to the Credit Agreement, and the Lenders
and their Affiliates to enter into one or more Rate Management Transactions with
the  Principal,  and because  each  Subsidiary  Guarantor  has  determined  that
executing this Guaranty is in its interest and to its financial benefit, each of
the  Subsidiary  Guarantors  is  willing to  guarantee  the  obligations  of the
Principal  under  the  Credit   Agreement,   any  Notes,   any  Rate  Management
Transaction, and the other Loan Documents;

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

     SECTION 1.1 SELECTED TERMS USED HEREIN.

     "Guaranteed Obligations" is defined in Section 3 below.

     SECTION 1.2 TERMS IN CREDIT AGREEMENT.  Other capitalized terms used herein
but not  defined  herein  shall  have  the  meanings  set  forth  in the  Credit
Agreement.

     SECTION  2.1  REPRESENTATIONS  AND  WARRANTIES.   Each  of  the  Subsidiary
Guarantors  represents and warrants (which  representations and warranties shall
be  deemed to have  been  renewed  upon each  Borrowing  Date  under the  Credit
Agreement) that:

          (a) It is a corporation, partnership or limited liability company duly
and properly incorporated or organized, as the case may be, validly existing and
(to the extent such


<PAGE>  101


concept  applies  to  such  entity)  in  good  standing  under  the  laws of its
jurisdiction of incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.

          (b) It has the power and  authority  and legal  right to  execute  and
deliver this Guaranty and to perform its  obligations  hereunder.  The execution
and  delivery by it of this  Guaranty  and the  performance  of its  obligations
hereunder have been duly authorized by proper  corporate  proceedings,  and this
Guaranty  constitutes a legal,  valid and binding  obligation of such Subsidiary
Guarantor  enforceable  against  it in  accordance  with its  terms,  except  as
enforceability  may  be  limited  by  bankruptcy,  insolvency  or  similar  laws
affecting the, enforcement of creditors' rights generally.

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

     SECTION 2.2 COVENANTS. Each of the Subsidiary Guarantors covenants that, so
long as any Lender has any Commitment  outstanding  under the Credit  Agreement,
any Rate  Management  Transaction  remains  in effect  or any of the  Guaranteed
Obligations  shall remain unpaid,  that it will, and, if necessary,  will enable
the Principal to, fully comply with those  covenants and agreements set forth in
the Credit Agreement.

     SECTION 3 THE GUARANTY. Subject to Section 9 hereof, each of the Subsidiary
Guarantors hereby absolutely and unconditionally  guarantees, as primary obligor
and not as surety,  the full and punctual  payment  (whether at stated maturity,
upon  acceleration  or  early  termination  or  otherwise,   and  at  all  times
thereafter) and performance of all obligations of the Principal under the Credit
Agreement and the Rate Management  Obligations,  including,  without limitation,
any such obligations or Rate Management  Obligations  incurred or accrued during
the  pendency  of any  bankruptcy,  insolvency,  receivership  or other  similar
proceeding,   whether  or  not   allowed  or   allowable   in  such   proceeding
(collectively,  subject to the provisions of Section 9 hereof, being referred to
collectively as the "Guaranteed Obligations").  Upon failure by the Principal to
pay punctually any such amount, each of the Subsidiary Guarantors agrees that it
shall  forthwith  on demand pay to the Agent for the benefit of the Lenders and,
if applicable,  their


                                       2


<PAGE>  102


Affiliates,  the amount not so paid at the place and in the manner  specified in
the Credit Agreement,  any Note, any Rate Management Transaction or the relevant
Loan  Document,  as the case may be. This  Guaranty is a guaranty of payment and
not of collection. Each of the Subsidiary Guarantors waives any right to require
the  Lender to sue the  Principal,  any  other  guarantor,  or any other  person
obligated  for all or any part of the  Guaranteed  Obligations,  or otherwise to
enforce  its  payment  against any  collateral  securing  all or any part of the
Guaranteed Obligations.

     SECTION  4  GUARANTY  UNCONDITIONAL.  Subject  to  Section  9  hereof,  the
obligations  of  each  of  the   Subsidiary   Guarantors   hereunder   shall  be
unconditional   and  absolute  and,  without  limiting  the  generality  of  the
foregoing, shall not be released, discharged or otherwise affected by:

          (i) any extension, renewal, settlement,  compromise, waiver or release
     in respect of any of the  Guaranteed  Obligations,  by  operation of law or
     otherwise,  or  any  obligation  of  any  other  guarantor  of  any  of the
     Guaranteed  Obligations,  or any  default,  failure  or delay,  willful  or
     otherwise, in the payment or performance of the Guaranteed Obligations;

          (ii) any  modification  or  amendment of or  supplement  to the Credit
     Agreement,  any Note,  any Rate  Management  Transaction  or any other Loan
     Document;

          (iii)  any  release,  nonperfection  or  invalidity  of any  direct or
     indirect  security for any  obligation  of the  Principal  under the Credit
     Agreement,  any Note,  any Rate  Management  Transaction,  any  other  Loan
     Document,  or  any  obligations  of  any  other  guarantor  of  any  of the
     Guaranteed  Obligations,  or any action or failure to act by the Agent, any
     Lender or any  Affiliate  of any  Lender  with  respect  to any  collateral
     securing all or any part of the Guaranteed Obligations;

          (iv) any change in the corporate existence,  structure or ownership of
     the Principal or any other guarantor of any of the Guaranteed  Obligations,
     or any insolvency,  bankruptcy,  reorganization or other similar proceeding
     affecting  the  Principal,   or  any  other  guarantor  of  the  Guaranteed
     Obligations,  or its assets or any  resulting  release or  discharge of any
     obligation  of  the  Principal,  or  any  other  guarantor  of  any  of the
     Guaranteed Obligations;

          (v) the  existence  of any  claim,  setoff or other  rights  which the
     Subsidiary Guarantors may have at any time against the Principal, any other
     guarantor of any of the Guaranteed  Obligations,  the Agent,  any Lender or
     any  other  Person,   whether  in  connection  herewith  or  any  unrelated
     transactions;

          (vi) any  invalidity  or  unenforceability  relating to or against the
     Principal, or any other guarantor of any of the Guaranteed Obligations, for
     any  reason  related  to  the  Credit   Agreement,   any  Rate   Management
     Transaction, any other Loan Document, or any provision of applicable law or
     regulation  purporting  to prohibit  the payment by the  Principal,  or any
     other  guarantor  of the  Guaranteed  Obligations,  of the  principal of or


                                       3


<PAGE>  103


     interest on any Note or any other amount payable by the Principal under the
     Credit  Agreement,  any Note, any Rate Management  Transaction or any other
     Loan Document;

          (vii) the failure of any other Subsidiary  Guarantor to sign or become
     a party to this Guaranty or any amendment,  change or reaffirmation hereof,
     or

          (viii)  any other act or  omission  to act or delay of any kind by the
     Principal,  any other guarantor of the Guaranteed  Obligations,  the Agent,
     any Lender or any other Person or any other  circumstance  whatsoever which
     might,  but for the  provisions  of this  paragraph,  constitute a legal or
     equitable discharge of any Subsidiary Guarantor's obligations hereunder.

     SECTION 5 DISCHARGE  ONLY UPON  PAYMENT IN FULL:  REINSTATEMENT  IN CERTAIN
CIRCUMSTANCES.  Each of the Subsidiary  Guarantor's  obligations hereunder shall
remain in full force and effect until all Guaranteed Obligations shall have been
indefeasibly paid in full, the Commitments under the Credit Agreement shall have
terminated or expired and all Rate  Management  Transactions  have terminated or
expired.  If at any time any payment of the principal of or interest on any Note
or any other amount payable by the Principal or any other party under the Credit
Agreement,  any Rate  Management  Transaction  or any  other  Loan  Document  is
rescinded  or must be  otherwise  restored  or  returned  upon  the  insolvency,
bankruptcy  or  reorganization  of  the  Principal  or  otherwise,  each  of the
Subsidiary Guarantor's  obligations hereunder with respect to such payment shall
be reinstated as though such payment had been due but not made at such time.

     SECTION 6 WAIVERS.  Each of the Subsidiary  Guarantors  irrevocably  waives
acceptance  hereof,  presentment,  demand,  protest  and, to the fullest  extent
permitted by law, any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person  against the  Principal,  any
other guarantor of any of the Guaranteed Obligations, or any other Person.

     SECTION 7 SUBROGATION.  Each of the Subsidiary Guarantors hereby agrees not
to assert any right, claim or cause of action, including,  without limitation, a
claim for subrogation, reimbursement,  indemnification or otherwise, against the
Principal  arising  out of or by  reason  of this  Guaranty  or the  obligations
hereunder,  including, without limitation, the payment or securing or purchasing
of any of the Guaranteed  Obligations by any of the Subsidiary Guarantors unless
and  until  the  Guaranteed  Obligations  are  indefeasibly  paid in  full,  any
commitment to lend under the Credit  Agreement  and any other Loan  Documents is
terminated and all Rate Management Transactions have terminated or expired.

     SECTION 8 STAY OF ACCELERATION.  If acceleration of the time for payment of
any of the Guaranteed  Obligations is stayed upon the insolvency,  bankruptcy or
reorganization  of  the  Principal,   all  such  amounts  otherwise  subject  to
acceleration  under  the  terms of the  Credit  Agreement,  any  Note,  any Rate
Management  Transaction or any other Loan Document shall  nonetheless be payable
by each of the Subsidiary  Guarantors hereunder forthwith on demand by the Agent
made at the request of the Required Lenders.


                                       4


<PAGE>  104


     SECTION 9 CONTRIBUTION, SUBORDINATION OF INTERCOMPANY INDEBTEDNESS.

     (a) To the extent that any Subsidiary  Guarantor shall make a payment under
this Guaranty (a "Subsidiary  Guarantor Payment") which, taking into account all
other Subsidiary  Guarantor Payments then previously or concurrently made by any
other Subsidiary  Guarantor,  exceeds the amount which such Subsidiary Guarantor
would  otherwise have paid if each  Subsidiary  Guarantor had paid the aggregate
Obligations   satisfied  by  such  Subsidiary  Guarantor  Payment  in  the  same
proportion  that such  Subsidiary  Guarantor's  "Allocable  Amount"  (as defined
below) (as determined  immediately prior to such Subsidiary  Guarantor  Payment)
bore to the aggregate Allocable Amounts of each of the Subsidiary  Guarantors as
determined immediately prior to the making of such Subsidiary Guarantor Payment,
then  following   indefeasible  payment  in  full  in  cash  of  the  Guaranteed
Obligations, termination of the Commitments and termination or expiration of all
Rate Management  Transactions,  such  Subsidiary  Guarantor shall be entitled to
receive  contribution and  indemnification  payments from, and be reimbursed by,
each other  Subsidiary  Guarantor for the amount of such excess,  pro rata based
upon their  respective  Allocable  Amounts in effect  immediately  prior to such
Subsidiary  Guarantor Payment.  As of any date of determination,  the "Allocable
Amount" of any Subsidiary  Guarantor shall be equal to the maximum amount of the
claim which could then be recovered from such  Subsidiary  Guarantor  under this
Guaranty without rendering such claim voidable or avoidable under Section 548 of
Chapter  11 of the  Bankruptcy  Code  or  under  any  applicable  state  Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or
common law.

     (b) This Section 9 is intended  only to define the  relative  rights of the
Subsidiary  Guarantors and nothing set forth in this Section 9 is intended to or
shall  impair  the  obligations  of  the  Subsidiary  Guarantors,   jointly  and
severally,  to pay any amounts as and when the same shall become due and payable
in accordance  with the terms of this Guaranty.  The parties hereto  acknowledge
that the rights of contribution and  indemnification  hereunder shall constitute
assets  of  the   Subsidiary   Guarantor   to  which   such   contribution   and
indemnification is owing. The rights of the indemnifying  Subsidiary  Guarantors
against other  Subsidiary  Guarantors  under this Section 9 shall be exercisable
upon the full and indefeasible payment of the Obligations and the termination of
the Commitments.

     (c) Each Guarantor agrees that any and all claims of such Guarantor against
either the Principal or any other Guarantor  hereunder (each, an "OBLIGOR") with
respect  to  any  "Intercompany  Indebtedness"  (as  hereinafter  defined),  any
endorser,  obligor or any other  guarantor of all or any part of the  Guaranteed
Obligations,  or against any of its properties  shall be subordinate and subject
in right of payment to the prior payment, in full and in cash, of all Guaranteed
Obligations;  provided that, and not in contravention of the foregoing,  so long
as no Default has occurred and is  continuing  such  Guarantor may make loans to
and receive  payments in the ordinary  course with respect to such  Intercompany
Indebtedness from the Principal and each other Guarantor to the extent permitted
by  the  terms  of  the  Credit   Agreements  and  the  other  Loan   Documents.
Notwithstanding  any right of any  Guarantor to ask,  demand,  sue for,  take or
receive any payment from any Obligor,  all rights,  liens and security interests
of such Guarantor,  whether now or hereafter arising and howsoever existing,  in
any assets of any other Obligor  (whether  constituting  part of any  collateral
given  to the  Agent to  secure  payment  of all or any  part


                                       5


<PAGE>  105


of the Guaranteed Obligations or otherwise) shall be and are subordinated to the
rights of the Lenders and the Agent in those assets. No Guarantor shall have any
right to  possession  of any such  asset or to  foreclose  upon any such  asset,
whether by judicial action or otherwise,  unless and until all of the Guaranteed
Obligations (other than contingent indemnity  obligations) shall have been fully
paid and satisfied (in cash) and all financing arrangements pursuant to any Loan
Document among the Principal,  the Lenders and the Agent,  or any of them,  have
been  terminated.  If all or any  part  of the  assets  of any  Obligor,  or the
proceeds thereof,  are subject to any  distribution,  division or application to
the  creditors  of such  Obligor,  whether  partial or  complete,  voluntary  or
involuntary,  and  whether by reason of  liquidation,  bankruptcy,  arrangement,
receivership,  assignment  for the benefit of  creditors  or any other action or
proceeding,  or  if  the  business  of  any  such  Obligor  is  dissolved  or if
substantially  all of the assets of any such Obligor are sold,  then, and in any
such event (such events being herein referred to as an "INSOLVENCY  EVENT"), any
Payment or distribution of any kind or character,  either in cash, securities or
other  property,  which shall be payable or deliverable  upon or with respect to
any indebtedness of any Obligor to any Guarantor  ("INTERCOMPANY  INDEBTEDNESS")
shall be paid or delivered  directly to the Agent for  application on any of the
Guaranteed  Obligations due or to become due, until such Guaranteed  Obligations
(other than contingent  indemnity  obligations) shall have first been fully paid
and  satisfied  (in  cash).  Should  any  payment,  distribution,   security  or
instrument or proceeds  thereof be received by the applicable  Guarantor upon or
with respect to the  Intercompany  Indebtedness  after any Insolvency  Event and
prior to the  satisfaction  of all of the  Guaranteed  Obligations  (other  than
contingent   indemnity   obligations)  and  the  termination  of  all  financing
arrangements  pursuant to any Loan Document among the Company, the Agent and the
Lenders,  or any of them,  such  Guarantor  shall  receive  and hold the same in
trust, as trustee,  for the benefit of the Lenders and shall  forthwith  deliver
the same to the Agent,  for the benefit of the Lenders,  in  precisely  the form
received  (except for the  endorsement  or  assignment  of the  Guarantor  where
necessary), for application to any of the Guaranteed Obligations due or not due,
and, until so delivered, the same shall be held in trust by the Guarantor as the
property  of the  Lenders.  If  any  such  Guarantor  fails  to  make  any  such
endorsement  or  assignment to the Agent,  the Agent or any of its,  officers or
employees are  irrevocably  authorized to make the same.  Each Guarantor  agrees
that until the  Guaranteed  Obligations  (other  than the  contingent  indemnity
obligations)  have been paid in full (in cash) and  satisfied  and all financing
arrangements  pursuant to any Loan Document among the Company, the Agent and the
Lenders have been terminated, no Guarantor will assign or transfer to any Person
(other than the Agent) any claim any such  Guarantor has or may have against any
Obligor.

     SECTION 10  APPLICATION  OF PAYMENTS.  All  payments  received by the Agent
hereunder shall be applied by the Agent to payment of the Guaranteed Obligations
in the following order unless a court of competent  jurisdiction shall otherwise
direct:

     (a) FIRST,  to payment of all costs and  expenses of the Agent  incurred in
connection with the collection and enforcement of the Guaranteed  Obligations or
of any security  interest granted to the Agent in connection with any collateral
securing the Guaranteed Obligations;

     (b)  SECOND,  to payment  of that  portion  of the  Guaranteed  Obligations
constituting  accrued and unpaid  interest and fees,  pro rata among the Lenders
and their  Affiliates in  accordance  with the amount of such accrued and unpaid
interest and fees owing to each of them;


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<PAGE>  106


     (c) THIRD,  to payment of the principal of the Guaranteed  Obligations  and
the net early  termination  payments and any other Rate  Management  Obligations
then due and unpaid from the Borrower to any of the Lenders or their Affiliates,
pro rata among the Lenders and their Affiliates in accordance with the amount of
such principal and such net early termination payments and other Rate Management
Obligations then due and unpaid owing to each of them; and

     (d)  FOURTH,  to payment of any  Guaranteed  Obligations  (other than those
listed above) pro rata among those parties to whom such  Guaranteed  Obligations
are due in accordance with the amounts owing to each of them.

     SECTION 11 NOTICES.  All notices,  requests and other communications to any
party  hereunder  shall be  given or made by  telecopier  or other  writing  and
telecopied,  or mailed or delivered to the intended  recipient at its address or
telecopier  number set forth on the signature pages hereof or such other address
or  telecopy  number as such party may  hereafter  specify  for such  purpose by
notice to the Agent in  accordance  with the  provisions  of Article XIII of the
Credit  Agreement.  Except as  otherwise  provided  in this  Guaranty,  all such
communications  shall be  deemed to have been duly  given  when  transmitted  by
telecopier,  or personally  delivered or, in the case of a mailed notice sent by
certified mail  return-receipt  requested,  on the date set forth on the receipt
(provided,  that any  refusal  to accept any such  notice  shall be deemed to be
notice  thereof  as of the  time of any such  refusal),  in each  case  given or
addressed as aforesaid.

     SECTION 12 NO  WAIVERS.  No failure or delay by the Agent or any Lenders in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof nor shall any single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies  provided in this Guaranty,  the Credit  Agreement,  any
Note, any Rate  Management  Transaction  and the other Loan  Documents  shall be
cumulative and not exclusive of any rights or remedies provided by law.

     SECTION 13 NO DUTY TO ADVISE. Each of the Subsidiary Guarantors assumes all
responsibility  for  being  and  keeping  itself  informed  of  the  Principal's
financial condition and assets, and of all other circumstances  bearing upon the
risk of  nonpayment  of the  Guaranteed  Obligations  and the nature,  scope and
extent of the risks that each of the  Subsidiary  Guarantors  assumes and incurs
under this  Guaranty,  and agrees that  neither the Agent nor any Lender has any
duty to advise  any of the  Subsidiary  Guarantors  of  information  known to it
regarding those circumstances or risks.

     SECTION 14 SUCCESSORS AND ASSIGNS.  This Guaranty is for the benefit of the
Agent and the Lenders and their respective  successors and permitted assigns and
in the event of an assignment of any amounts payable under the Credit Agreement,
any Note, any Rate  Management  Transaction,  or the other Loan  Documents,  the
rights  hereunder,  to the extent  applicable to the  indebtedness  so assigned,
shall be transferred with such indebtedness. This Guaranty shall be binding upon
each of the Subsidiary  Guarantors and their respective successors and permitted
assigns.


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<PAGE>  107


     SECTION 15 CHANGES IN WRITING.  Neither  this  Guaranty  nor any  provision
hereof may be changed,  waived,  discharged  or terminated  orally,  but only in
writing  signed by each of the  Subsidiary  Guarantors  and the  Agent  with the
consent of the Required Lenders.

     SECTION 16 COSTS OF ENFORCEMENT.  Each of the Subsidiary  Guarantors agrees
to pay all costs and expenses including, without limitation, all court costs and
attorneys'  fees and expenses paid or incurred by the Agent or any Lender or any
Affiliate  of any  Lender  in  endeavoring  to  collect  all or any  part of the
Guaranteed   Obligations  from,  or  in  prosecuting  any  action  against,  the
Principal,  the Subsidiary  Guarantors or any other guarantor of all or any part
of the Guaranteed Obligations.

     SECTION 17 GOVERNING LAW, SUBMISSION TO JURISDICTION, WAIVER OF JURY TRIAL.
THIS GUARANTY  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAW OF
THE STATE OF INDIANA.  EACH OF THE SUBSIDIARY  GUARANTORS  HEREBY SUBMITS TO THE
NONEXCLUSIVE  JURISDICTION  OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF INDIANA AND OF ANY INDIANA  STATE COURT  SITTING IN ELKHART  COUNTY,
INDIANA AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS  ARISING OUT OF OR RELATING TO
THIS GUARANTY (INCLUDING,  WITHOUT LIMITATION,  ANY OF THE OTHER LOAN DOCUMENTS)
OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY.  EACH OF THE  SUBSIDIARY  GUARANTORS
IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
ANY OF THEM MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF THE VENUE OF ANY SUCH
PROCEEDING  BROUGHT  IN SUCH A COURT  AND ANY  CLAIM  THAT ANY  SUCH  PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM.  EACH OF THE
SUBSIDIARY  GUARANTORS,  AND THE AGENT AND THE LENDERS  ACCEPTING TIES GUARANTY,
HEREBY  IRREVOCABLY  WAIVES  ANY AND ALL  RIGHT TO  TRIAL  BY JURY IN ANY  LEGAL
PROCEEDING  ARISING  OUT OF OR RELATING  TO THIS  GUARANTY  OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.

     SECTION  18 TAXES.  ETC.  All  payments  required  to be made by any of the
Subsidiary Guarantors hereunder shall be made without setoff or counterclaim and
free and clear of and without deduction or withholding for or on account of, any
present or future taxes, levies,  imposts, duties or other charges of whatsoever
nature  imposed by any government or any political or taxing  authority  thereof
(but excluding Excluded Taxes), provided, however, that if any of the Subsidiary
Guarantors  is  required  by law to make such  deduction  or  withholding,  such
Subsidiary  Guarantor  shall  forthwith  (i) pay to the Agent or any Lender,  as
applicable,  such additional amount as results in the net amount received by the
Agent or any Lender,  as  applicable,  equaling the full amount which would have
been received by the Agent or any Lender,  as applicable,  had no such deduction
or  withholding  been made,  (ii) pay the full amount  deducted to the  relevant
authority in accordance  with  applicable law, and (iii) furnish to the Agent or
any Lender,  as applicable,  certified  copies of official  receipts  evidencing
payment of such withholding taxes within 30 days after such payment is made.


                                       8


<PAGE>  108


     SECTION 19 SETOFF.  Without limiting the rights of the Agent or the Lenders
under  applicable law, if all or any part of the Guaranteed  Obligations is then
due,  whether  pursuant to the  occurrence of a Default or  otherwise,  then the
Guarantor authorizes the Agent and the Lenders to apply any sums standing to the
credit of the Guarantor with the Agent or any Lender or any Lending Installation
of the Agent or any Lender toward the payment of the Guaranteed Obligations.

     SECTION 20  SUPPLEMENTAL  GUARANTORS.  Pursuant  to Section  6.17(a) of the
Credit  Agreement,  Material  Subsidiaries  shall become obligated as Subsidiary
Guarantors  hereunder (each as fully as though an original  signatory hereto) by
executing and delivering to the Agent (with sufficient  copies for the Agent and
each of the Lenders) a Subsidiary  Guaranty in a form  substantially  similar to
this form of Subsidiary Guaranty (with blanks appropriately  completed) together
with such  additional  supporting  documentation  required  pursuant  to Section
6.17(a) of the Credit Agreement.

                            [Signature Page Follows]


















                                       9


<PAGE>  109


     IN WITNESS  WHEREOF,  each of the  Subsidiary  Guarantors  has caused  this
Guaranty to be duly  executed by its  authorized  officer as of the day and year
first above written.

                                      ALL AMERICAN HOMES OF INDIANA, LLC
                                      COACHMEN RECREATIONAL
                                      VEHICLE COMPANY, LLC
                                      GEORGIE BOY MANUFACTURING, LLC
                                      COACHMEN RECREATIONAL
                                      VEHICLE COMPANY OF GEORGIA, LLC
                                      ALL AMERICAN HOMES OF IOWA, LLC
                                      ALL AMERICAN HOMES OF KANSAS, LLC
                                      ALL AMERICAN HOMES OF NORTH
                                       CAROLINA, LLC
                                      ALL AMERICAN HOMES OF OHIO, LLC
                                      MILLER BUILDING SYSTEMS, INC.
                                      MOD-U-KRAF HOMES, LLC
                                      ___________________________________
                                      ___________________________________
                                      ___________________________________



                                      By: //THOMAS J. MARTINI
                                      Name: Thomas J. Martini
                                      Title:   Treasurer


                                      By: //RICHARD M. LAVERS
                                      Name: Richard M. Lavers
                                      Title:  Secretary

                               Subsidiary Guaranty








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