<PAGE>  20


                                                                      EXHIBIT 10

                                                              EXECUTION COPY

                                 AMENDMENT NO. 2
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


          This Amendment No. 2 (this "AMENDMENT") is entered into as of June 28,
2002 by and among COACHMEN INDUSTRIES, INC., an Indiana corporation (the
"Borrower"), the undersigned lenders (collectively, the "LENDERS") and BANK ONE,
INDIANA, N.A., both as one of the Lenders and as Administrative Agent (the
"AGENT") on behalf of itself and the other Lenders.

                                    RECITALS:

          WHEREAS,  the Borrower,  the Lenders and the Agent are parties to that
certain  Amended and Restated  Credit  Agreement  dated as of March 30, 2001 (as
amended  by  that  certain  Amendment  No.  1 to  Amended  and  Restated  Credit
Agreement, dated as of November 5, 2001, the "CREDIT AGREEMENT"); and

          WHEREAS,  the parties  hereto desire to amend the Credit  Agreement in
certain respects more fully described below;

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

          SECTION  1.  DEFINED  TERMS.  Capitalized  terms  used  herein and not
otherwise defined herein shall have the meanings attributed to such terms in the
CREDIT AGREEMENT.

          SECTION 2. AMENDMENTS TO CREDIT  AGREEMENT.  Upon the effectiveness of
this Amendment in accordance with the provisions of SECTION 3 below,  the Credit
Agreement is hereby amended as set forth in this SECTION 2 below:

          (a) Articles I through XV of the Credit Agreement are amended in their
entirety as set forth in Exhibit A hereto.

          (b)  Exhibit  B  to  the  Credit  Agreement  is  amended  by  amending
paragraphs 2 and 4 thereof in their entirety to read as follows:

          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


<PAGE>  21



          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.

          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  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.

and  by  deleting  the  word  "Loans"  in  Item  4 of  Schedule  1  thereto  and
substituting the words "Outstanding Credit Exposure" therefor.

          SECTION 3.  CONDITIONS OF  EFFECTIVENESS.  This Amendment shall become
effective  and  be  deemed  effective  as of the  date  hereof  (the  "AMENDMENT
EFFECTIVE DATE") if, and only if, the Agent shall have received (i) counterparts
of this Amendment duly executed by the Borrower,  the LC Issuer and the Required
Lenders,  (ii)  the  Consent  attached  hereto  duly  executed  by  each  of the
Guarantors,  and (iii)  such  other  documents  as the Agent or any  Lender  may
reasonably request.

          SECTION 4.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby  represents  and  warrants  to the  Lenders  that,  as of  the  Amendment
Effective  Date  after  giving  effect to this  Amendment,  (a) there  exists no
Default  or  Unmatured  Default,  and (b)  the  representations  and  warranties
contained in ARTICLE VI of the Credit  Agreement  are true and correct as of the
Amendment  Effective Date after giving effect to this  Amendment,  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 was true and correct
on and as of such earlier date.

          SECTION 5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

          SECTION  5.1 Upon the  effectiveness  of this  Amendment  pursuant  to
SECTION 3 hereof,  on and after the Effective  Date each reference in the Credit
Agreement to "this

                                        2

<PAGE>  22



Agreement,"  "hereunder,"  "hereof,"  "herein"  or words of like import and each
reference  to the Credit  Agreement  in each Loan  Document  shall mean and be a
reference to the Credit Agreement as modified hereby.

          SECTION 5.2 Except as specifically  waived or amended  herein,  all of
the terms,  conditions and covenants of the Credit  Agreement and the other Loan
Documents  shall  remain in full force and effect  and are hereby  ratified  and
confirmed.

          SECTION  5.3  The  execution,   delivery  and  effectiveness  of  this
Amendment shall not, except as expressly provided herein, operate as a waiver of
(i) any  right,  power or remedy of any  Lender  or the Agent  under the  Credit
Agreement or any of the other Loan  Documents,  or (ii) any Default or Unmatured
Default under the Credit Agreement.

          SECTION  6.  CHOICE  OF LAW.  THIS  AMENDMENT  SHALL BE  CONSTRUED  IN
ACCORDANCE  WITH THE INTERNAL  LAWS  (INCLUDING,  WITHOUT  LIMITATION,  735 ILCS
SECTION  105/5-1 ET SEQ.,  BUT OTHERWISE  WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS)  OF THE  STATE OF  ILLINOIS,  BUT  GIVING  EFFECT  TO  FEDERAL  LAWS
APPLICABLE TO NATIONAL BANKS.

          SECTION 7. COUNTERPARTS.  This Amendment may be executed in any number
of counterparts,  each of which when so executed shall be deemed an original and
all of  which  taken  together  shall  constitute  one and the  same  agreement.
Delivery of an executed  counterpart  of this  Amendment by telecopier  shall be
effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 8. HEADINGS.  Section  headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                                        3

<PAGE>  23



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

                                    COACHMEN INDUSTRIES, INC.

                                    By: __________________________________
                                    Name:  Thomas J. Martini
                                    Title:    Treasurer

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

                                    By: __________________________________
                                    Name:
                                    Title:

                                    1ST SOURCE BANK, as a Lender

                                    By: __________________________________
                                    Name:
                                    Title:

                                    NATIONAL CITY BANK OF INDIANA,
                                    as a Lender

                                    By: __________________________________
                                    Name:
                                    Title:




<PAGE>  24

                                    EXHIBIT A

                                       TO

                                 AMENDMENT NO. 2
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>  25


                                   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 $30,000,000.

          "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.

          "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.

                                        2

<PAGE>  26


          "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 0.50% per annum.

          "Applicable Margin" means, with respect to Eurodollar Advances,  2.00%
per annum, and with respect to Floating Rate Advances, 0.00% per annum.

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

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

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

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

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

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

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

          "Borrowing Notice" is defined in Section 2.8.

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

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


                                        3


<PAGE>  27


          "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,  the Security Agreement and
any pledge agreement executed pursuant to the terms of Section 6.17(b).

          "Collateral  Sharing Agreement" means the Collateral Sharing Agreement
dated as of November 5, 2001,  among Bank One, as Collateral  Agent,  the Agent,
and Bank One and Bank One,  Michigan as the issuers of certain letters of credit
described therein, as it may be supplemented,  amended or modified and in effect
from time to time.

          "Collateral Shortfall Amount" is defined in Section 8.1.

                                        4

<PAGE>  28


          "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  Amended  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.

          "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 2.9.

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

                                        5

<PAGE>  29


          "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


                                        6

<PAGE>  30


prior to the first day of such Interest  Period,  in the  approximate  amount of
Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest
Period.

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

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

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

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

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

          "Facility LC" is defined in Section 2.20.1.

          "Facility LC Application" is defined in Section 2.20.11.

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

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

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

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

                                        7

<PAGE>  31


          "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 Amended and Restated Subsidiary Guaranty
dated as of November 5, 2001,  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

                                        8

<PAGE>  32


of credit  (other than  accounts  receivable  arising in the ordinary  course of
business on terms  customary  in the trade) or  contribution  of capital by such
Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or
other securities  owned by such Person;  any deposit accounts and certificate of
deposit  owned  by such  Person;  and  structured  notes,  derivative  financial
instruments and other similar instruments or contracts owned by such Person.

          "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 2.17.

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

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

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

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

          "Loan Party" means the Borrower and each Guarantor.

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

                                        9

<PAGE>  33


          "Material Indebtedness" is defined in Section 7.5.

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

          "Material  Subsidiary"  means any Subsidiary of the Borrower which (i)
represents  more  than 5% of the  consolidated  assets of the  Borrower  and its
Subsidiaries as would be shown in the consolidated  financial  statements of the
Borrower and its  Subsidiaries  as at the end of the four fiscal  quarter period
ending with the fiscal quarter  immediately prior to the fiscal quarter in which
such  determination  is made,  or (ii) is  responsible  for more  than 5% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial  statements referred to in clause (i)
above;  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 2.13.

          "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.

                                       10

<PAGE>  34


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

          "Original Agreement" means the Three Year Credit Agreement dated as of
October 6, 2000, as amended,  among the Borrower,  the lenders from time to time
party  thereto  and Bank One,  NA, a  national  banking  association  having its
principal office in Chicago, Illinois, as administrative agent.

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

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

          "Participants" is defined in Section 12.2.1
..
          "Payment Date" means the last day of each March,  June,  September and
December.

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

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

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

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

                                       11

<PAGE>  35


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

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

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

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

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

          "Purchasers" is defined in Section 12.3.1.

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

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

          "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 60%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders  in the  aggregate  holding  at least 60% of the  Aggregate  Outstanding
Credit Exposure.

                                       12

<PAGE>  36

          "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.

          "Security Agreement" means the Security Agreement dated as of November
5, 2001,  among the Borrower and the Guarantors,  as Grantors,  and Bank One, as
Collateral  Agent, as it may be supplemented,  amended or modified and in effect
from time to time.

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

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

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

          "Swing Line Commitment"  means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum  principal  amount of $2,500,000 at any
one time outstanding.

                                       13

<PAGE>  37


          "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 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.

                                       14

<PAGE>  38


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

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

                                       15

<PAGE>  39


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

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

                                       16

<PAGE>  40


          2.6. FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT.


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

          (b) REDUCTIONS IN AGGREGATE  COMMITMENT.  The Borrower may permanently
reduce the Aggregate  Commitment in whole,  or in part ratably among the Lenders
in integral multiples of $5,000,000,  upon at least three Business Days' written
notice  to the  Agent,  which  notice  shall  specify  the  amount  of any  such
reduction,  PROVIDED,  HOWEVER,  that the amount of the Aggregate Commitment may
not be reduced  below the Aggregate  Outstanding  Credit  Exposure.  All accrued
Facility 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  aggregate amount of $5,000,000 or any
integral  multiple  of  $1,000,000  in  excess  thereof,   any  portion  of  the
outstanding  Floating  Rate  Advances  (other  than Swing Line  Loans)  upon one
Business  Day's prior  notice to the Agent.  The  Borrower  may at any time pay,
without penalty or premium,  all outstanding  Swing Line Loans, or, in a minimum
amount of $100,000 and increments of $50,000 in excess  thereof,  any portion of
the  outstanding  Swing Line Loans,  with notice to the Agent and the Swing Line
Lender by 11:00 a.m.  (Chicago time) on the date of repayment.  The Borrower may
from time to time pay,  subject to the  payment of any  funding  indemnification
amounts required by Section 3.4 but without penalty or premium,  all outstanding
Eurodollar  Advances,  or, in a minimum  aggregate  amount of  $5,000,000 or any
integral  multiple  of  $1,000,000  in  excess  thereof,   any  portion  of  the
outstanding  Eurodollar  Advances upon three  Business Days' prior notice to the
Agent.

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

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

          (ii) the aggregate amount of such Advance,

                                       17

<PAGE>  41


          (iii) the Type of Advance selected, and

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

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

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

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

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

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

          2.11. CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding  principal amount
thereof,  for each day from and  including  the date such  Advance is made or is
automatically  converted from a Eurodollar  Advance into a Floating Rate Advance
pursuant to Section  2.10,  to but excluding the date it is paid or is converted
into a Eurodollar  Advance pursuant to Section 2.10 hereof,  at a rate per annum
equal to the  Floating  Rate for such  day.  Each  Swing  Line Loan  shall  bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the day such Swing Line Loan is made to but  excluding the date it is
paid,  at a rate per annum equal to the Floating  Rate for such day.  Changes in
the rate of interest on that  portion of any  Advance  maintained  as a Floating
Rate Advance will take effect  simultaneously  with each change in the Alternate
Base Rate.  Each  Eurodollar  Advance  shall bear  interest  on the  outstanding
principal amount thereof from and including the first day of the Interest Period
applicable  thereto to (but not including) the

                                       18

<PAGE>  42


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 (local 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 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.

                                       19

<PAGE>  43


          (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 (i) and (ii) above shall be PRIMA FACIE evidence of the existence and
amounts of the Obligations therein recorded; PROVIDED, HOWEVER, that the failure
of the Agent or any Lender to maintain  such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

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

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

          2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date,  commencing
with the first such date to occur  after the date  hereof,  on any date on which
the Floating Rate Advance is prepaid,  whether due to acceleration or otherwise,
and at maturity.  Interest accrued on that portion of the outstanding  principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of  conversion.  Interest
accrued  on each  Eurodollar  Advance  shall be  payable  on the last day of its
applicable  Interest  Period,  on any date on which the  Eurodollar  Advance  is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each  Eurodollar  Advance having an Interest  Period longer than three months
shall also be payable on the last day of each  three-month  interval during such

                                       20

<PAGE>  44



Interest  Period.  Interest on  Eurodollar  Advances,  LC Fees and Facility Fees
shall be  calculated  for actual  days  elapsed on the basis of a 360-day  year;
interest on Floating Rate Advances  shall be calculated  for actual days elapsed
on the basis of a  365/366-day  year.  Interest  shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if payment
is received  prior to noon (local time) at the place of payment.  If any payment
of principal of or interest on an Advance shall become due on a day which is not
a Business Day, such 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.

          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.

                                       21

<PAGE>  45


          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
$7,000,000 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.

          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.  (Chicago 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 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,  (i)
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 average daily undrawn stated amount under such standby  Facility LC,
such fee to be  payable  in arrears  on each  Payment  Date and on the  Facility
Termination  Date,  and (ii) with  respect  to each  commercial  Facility  LC, a
one-time  letter of credit fee in an amount equal to [2%] of the initial  stated
amount (or, with respect to a Modification  of any such  commercial  Facility LC
which increases the stated amount  thereof,  such increase in the stated amount)
thereof,  such fee to be payable on the date of such issuance or increase  (each
such  fee  described in this sentence an "LC Fee").  The Borrower shall also pay

                                       22

<PAGE>  46


to the LC  Issuer  for its own  account  (x) at the  time  of  issuance  of each
Facility LC, a fronting fee in an amount to be agreed upon between the LC Issuer
and the Borrower,  and (y) documentary and processing charges in connection with
the issuance or  Modification of and draws under Facility LCs in accordance with
the LC Issuer's  standard  schedule  for such  charges as in effect from time to
time.

          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 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. (Chicago 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 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

                                       23

<PAGE>  47


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.

          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

                                       24

<PAGE>  48


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 or (iii)  attributable
to or by reason of any difference in the application of Vermont law from the law
applicable under the Uniform Customs and Practice for Documentary Credits of the
International Chamber of Commerce,  Publication No. 500 (1993 Rev.) with respect
to a Facility LC to be issued to the Commissioner,  Vermont  Department of Labor
and Industry;  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 of 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  indemnitees'  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 indemnitees may suffer or incur in connection with
this Section 2.20 or any action taken or omitted by such indemnitees 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

                                       25

<PAGE>  49


time to time in the Facility LC Collateral Account in certificates of deposit of
Bank One having a  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.

          2.21.  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

                                       26

<PAGE>  50


          (ii) imposes or increases or deems applicable any reserve, assessment,
               insurance charge,  special deposit or similar requirement against
               assets  of,  deposits  with  or for the  account  of,  or  credit
               extended by, any Lender or any applicable Lending Installation 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

                                       27

<PAGE>  51


Supervisory   Practices   Entitled   "International   Convergence   of   Capital
Measurements  and  Capital  Standards,"  including  transition  rules,  and  any
amendments to such regulations adopted prior to the date of this Agreement.

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

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

          3.5. TAXES.

          (i) All  payments by the Borrower to or for the account of any Lender,
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").

          (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

                                       28

<PAGE>  52


30 days of the date  the  Agent,  the LC  Issuer  or such  Lender  makes  demand
therefor pursuant to Section 3.6.

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

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

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

          (vii) If the U.S.  Internal Revenue Service or any other  governmental
authority of the United States or any other country or any political subdivision
thereof  asserts  a claim  that the  Agent did not  properly  withhold  tax from
amounts paid to or for the account of any Lender

                                       29

<PAGE>  53


(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.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

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

                                       30

<PAGE>  54


          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,

                                       31

<PAGE>  55


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

          5.4. FINANCIAL  STATEMENTS.  The December 31, 2000, March 31, 2001 and
June  30,  2001  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, 2001 and
June 30,  2001  financial  statements  to normal  year-end  adjustments  and the
absence of notes.

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

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

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

                                       32

<PAGE>  56


have a  Material  Adverse  Effect  or (ii) is set  forth on  Schedule  5.7,  the
Borrower has no material contingent obligations not provided for or disclosed in
the financial statements referred to in Section 5.4.

          5.8.  SUBSIDIARIES.  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 ERISA Affiliates is an employer with respect to any Multiemployer Plan.
The Borrower,  its  Subsidiaries  and their ERISA Affiliates have met all of the
minimum funding  requirements  under Section 302 of ERISA and Section 412 of the
Code  with  respect  to each of their  respective  Plans,  if any,  and have not
incurred any  liability  to the PBGC or any Plan.  The  execution,  delivery and
performance  of this  Agreement and the other Loan Documents do not constitute a
Prohibited Transaction. There are no unfunded benefit liabilities, determined in
accordance  with Section  4001(a)(18) of ERISA,  with respect to any Plan of the
Borrower,  its Subsidiaries or their ERISA Affiliates in excess of $5,000,000 in
the aggregate for all such Plans.

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

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

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

          5.13.  COMPLIANCE  WITH LAWS. The Borrower and its  Subsidiaries  have
complied  with  all  applicable  statutes,   rules,   regulations,   orders  and
restrictions  of any domestic or foreign  government or any  instrumentality  or
agency  thereof  having  jurisdiction  over  the  conduct  of  their  respective
businesses or the ownership of their respective Property, except for any failure
to

                                       33

<PAGE>  57

comply with any of the foregoing  which could not reasonably be expected to have
a Material Adverse Effect.


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

          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.

                                       34

<PAGE>  58


                                   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  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

                                       35

<PAGE>  59



               Borrower,  describing said Reportable  Event and the action which
               the Borrower proposes to take with respect thereto.

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

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

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

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

          6.2.  USE  OF  PROCEEDS.  The  Borrower  will,  and  will  cause  each
Subsidiary to, use the proceeds of the Credit Extensions for working capital and
other general corporate purposes, PROVIDED, HOWEVER, that proceeds of the Credit
Extensions  shall not be used for Permitted  Acquisitions  or other  Investments
otherwise  permitted  by Section  6.14(v)  unless  consented  to by the Required
Lenders.

          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,

                                       36

<PAGE>  60


except those which are being contested in good faith by appropriate  proceedings
and with respect to which  adequate  reserves  have been set aside in accordance
with Agreement Accounting Principles.

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

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

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

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

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

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

          (i)  The Loans 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.

                                       37

<PAGE>  61


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

          (v)  Off-Balance  Sheet  Liabilities and guaranties of Indebtedness of
               Persons  other than the  Borrower and its  Subsidiaries,  in each
               case  incurred  after  receipt by the  Lenders  of the  financial
               statements  of  the  Borrower  and  its   Subsidiaries   for  the
               nine-month  period ending  September 30, 2001 pursuant to Section
               6.1(ii),  PROVIDED  that the Leverage  Ratio as of the end of the
               three fiscal  quarter  period  ending  September 30, 2001, in the
               case of any such Off-Balance Sheet Liability or guaranty incurred
               during the fiscal quarter ending  December 31, 2001, or as of the
               end of the four fiscal quarter period ending immediately prior to
               the fiscal quarter in which any such Off-Balance  Sheet Liability
               or  guaranty  is  incurred,  in the case of any such  Off-Balance
               Sheet  Liability or guaranty  incurred  after  December 31, 2001,
               calculated  on a pro  forma  basis as if such  Off-Balance  Sheet
               Liability or guaranty  had been  incurred on the last day of such
               three fiscal  quarter period or four fiscal  quarter  period,  as
               applicable, was not greater than 2.50 to 1.

          (vi) Indebtedness of any Subsidiary, Indebtedness secured by a Lien on
               any  Property of the  Borrower or any  Subsidiary  and  unsecured
               Indebtedness   of  the   Borrower,   in  each  case   other  than
               Indebtedness  permitted by clause (i), (ii),  (iii),  (iv) or (v)
               above and,  except as set forth below,  incurred after receipt by
               the Lenders of the audited  financial  statements of the Borrower
               and its Subsidiaries  for the nine-month  period ending September
               30, 2001 pursuant to Section 6.1(ii),  not exceeding  $10,000,000
               in the aggregate,  PROVIDED that,  notwithstanding the foregoing,
               at any time after the date hereof the  Borrower or any  Guarantor
               may  incur  pursuant  to  the  terms  of  this  Section  6.11(vi)
               Indebtedness   consisting  of  floor  plan   financing,   whether
               unsecured or secured by the inventory being financed, in addition
               to the limitation set forth above in this Section  6.11(vi),  but
               not to exceed  $10,000,000  in the aggregate  outstanding  at any
               time.

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

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

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

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

                                       38

<PAGE>  62


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

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

          (i)  Cash Equivalent Investments.

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

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

          (iv) Investments in any Guarantor.

          (v)  Permitted Acquisitions 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  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) (A) shall be
               cash on hand at the  time of  such  Investment  in an  amount  in
               excess of the aggregate principal amount of all outstanding Loans
               at  such  time  and  (B)  shall  not  exceed  $15,000,000  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  to the  extent  that  the  Purchase  Price  therefor
               consists of capital  stock of the  Borrower,  other than  capital
               stock  consisting of treasury  stock  repurchased

                                       39

<PAGE>  63


               after June 30,  2000 or  consisting  of  reissued  stock that was
               repurchased  and  cancelled  after June 30, 2000,  provided  that
               neither  the   Borrower  nor  any   Subsidiary   shall  make  any
               Acquisition  pursuant  to this  Section  6.14(vi)  unless it is a
               Permitted Acquisition.

          (vii)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 the  Security  Agreement  in favor of
               Bank One, as collateral  agent, for the equal and ratable benefit
               of the Agent and the Lenders under this Agreement and Bank One as
               the  issuer  of  certain  letters  of  credit  described  in  the
               Collateral Sharing Agreement.

          (viii) Liens granted  pursuant to any  Collateral  Document other than
               the  Security   Agreement  to  secure  the   Obligations  or  the
               obligations of the Guarantors under the Guaranty.

                                       40

<PAGE>  64


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

          6.17. GUARANTORS; PLEDGE OF STOCK OF FOREIGN SUBSIDIARIES.

          (a) The  Borrower  shall  cause  each  Material  Subsidiary  that is a
Domestic  Subsidiary  and  each  Domestic  Subsidiary  acquired  pursuant  to  a
Permitted Acquisition,  within ten days after such Domestic Subsidiary becomes a
Material  Subsidiary  or is so acquired,  to become a Guarantor by delivering to
the Agent a duly  executed  supplement  to the  Guaranty and to become a grantor
under  the  Security  Agreement  by  delivering  to the  Agent  a duly  executed
supplement to the Security Agreement in the form of ANNEX I thereto, together in
each case with such supporting documentation,  including authorizing resolutions
and opinions of counsel and such documents as may be necessary or appropriate to
perfect the Lien of the Security Agreement,  as the Agent may reasonably request
and in form and substance reasonably satisfactory to the Agent.

          (b) The Borrower  shall  pledge,  or cause one or more of its Domestic
Subsidiaries  to pledge,  to 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,   in  each  case  together  with  supporting
documentation,   including  authorizing  resolutions  and  opinions  of  counsel
(including  counsel  from  the  jurisdiction  of  organization  of such  Foreign
Subsidiary),  as the Agent may  reasonably  request,  all in form and  substance
reasonably satisfactory to the Agent.

          6.18. FINANCIAL COVENANTS.

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

          6.18.2.  LEVERAGE  RATIO.  The  Borrower  will not  permit  the ratio,
determined  as of September  30, 2001,  of (i)  Consolidated  Total Debt to (ii)
Consolidated EBITDA for the then most-recently ended three fiscal quarter period
to be  greater  than  2.50 to 1.0,  and  will not  permit  the  Leverage  Ratio,
determined  as of  December  31,  2001  and as of the end of each of its  fiscal
quarters thereafter, to be greater than 2.50 to 1.0.

          6.18.3.  MINIMUM NET WORTH.  The Borrower  will at all times  maintain
Consolidated  Net Worth of not less than the sum of (i)  $188,784,000  PLUS (ii)
50% of Consolidated Net Income earned in each fiscal quarter  beginning with the
quarter ending September 30, 2001 (without

                                       41

<PAGE>  65


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 2.00 to 1.0.

          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.

                                  ARTICLE VII

                                    DEFAULTS

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

          7.1.  Any  representation  or  warranty  made or deemed  made by or on
behalf of the  Borrower or any of its  Subsidiaries  to the Lenders or the Agent
under or in  connection  with  this  Agreement,  any  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.

          7.2.  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.

          7.3. The breach by the Borrower of any of the terms or  provisions  of
Sections 6.2, 6.3, 6.9, 6.10,  6.11,  6.12,  6.13, 6.14, 6.15, 6.16, 6.17, 6.18,
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.

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

          7.5.  Failure of the Borrower or any of its  Subsidiaries  to pay when
due  any   Indebtedness   aggregating   in  excess  of   $5,000,000   ("Material
Indebtedness"); or the default by the Borrower or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any agreement

                                       42

<PAGE>  66


under which any such Material  Indebtedness  was created or is governed,  or any
other event shall occur or condition exist, the effect of which default or event
is to cause, or to permit the holder or holders of such Material Indebtedness to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material  Indebtedness of the Borrower or any of its  Subsidiaries  shall be
declared to be due and payable or required to be prepaid or  repurchased  (other
than by a regularly  scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its  Subsidiaries  shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

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

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

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

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

          7.10. A  Reportable  Event shall occur that results in or could result
in  liability of the  Borrower,  any  Subsidiary  of the Borrower or their ERISA
Affiliates to the PBGC or to any Plan

                                       43

<PAGE>  67


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

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

          7.12. Any Change in Control shall occur.

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

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

                                       44

<PAGE>  68


                                  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.

          (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

                                       45

<PAGE>  69


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.

          (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

                                       46

<PAGE> 70


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.

          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

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<PAGE>  71


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

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

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

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

          9.10.  NONLIABILITY OF LENDERS.  The relationship between the Borrower
on the one hand and the Lenders,  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

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<PAGE>  72


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.

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

                                    ARTICLE X

                                    THE AGENT

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

          10.2.  POWERS. The Agent shall have and may exercise such powers under
the Loan  Documents as are  specifically  delegated to the Agent by the terms of
each thereof,  together with such powers as are reasonably  incidental  thereto.
The Agent shall have no implied duties to the

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<PAGE>  73


Lenders,  or any obligation to the Lenders to take any action  thereunder except
any action specifically provided by the Loan Documents to be taken by the Agent.

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

          10.4. NO RESPONSIBILITY  FOR LOANS,  RECITALS,  ETC. Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible for
or have any duty to  ascertain,  inquire  into,  or  verify  (a) any  statement,
warranty or  representation  made in  connection  with any Loan  Document or any
borrowing  hereunder;  (b) the performance or observance of any of the covenants
or  agreements  of any  obligor  under  any Loan  Document,  including,  without
limitation,  any agreement by an obligor to furnish information directly to each
Lender;  (c) the  satisfaction of any condition  specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible  existence of any Default or Unmatured  Default;  (e) the  validity,
enforceability,  effectiveness,  sufficiency or genuineness of any Loan Document
or any other instrument or writing  furnished in connection  therewith;  (f) the
value,  sufficiency,  creation,  perfection  or  priority  of  any  Lien  in any
collateral  security;  or (g) the  financial  condition  of the  Borrower or any
guarantor  of any of the  Obligations  or of any of the  Borrower's  or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders  information that is not required to be furnished by the Borrower to
the Agent at such time,  but is  voluntarily  furnished  by the  Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

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

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

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<PAGE>  74


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

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

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

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<PAGE>  75


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

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

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

10.14. DELEGATION TO AFFILIATES. The Borrower and the Lenders agree that the
Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate

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(and such Affiliate's directors,  officers, agents and employees) which performs
duties in connection  with this Agreement shall be entitled to the same benefits
of the  indemnification,  waiver and other  protective  provisions  to which the
Agent is entitled under Articles IX and X.

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

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

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

          11.2. RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its 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

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<PAGE>  77


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  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, without the consent of any Participant, any amendment,  modification or
waiver  of any  provision  of the  Loan  Documents  other  than  any  amendment,
modification  or waiver with respect to any 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
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

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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 $4,000  fee to the  Agent for  processing  such
assignment  (unless  such fee is waived by the  Agent),  such  assignment  shall
become  effective  on the  effective  date  specified  in such  assignment.  The
assignment  shall contain a  representation  by the Purchaser to the effect that
none of the  consideration  used to make  the  purchase  of the  Commitment  and
Outstanding   Credit   Exposure  under  the  applicable   assignment   agreement
constitutes  "plan  assets"  as  defined  under  ERISA and that the  rights  and
interests  of the  Purchaser in and under the Loan  Documents  will not be "plan
assets" under ERISA.  On and after the effective date of such  assignment,  such
Purchaser  shall for all  purposes be a Lender party to this  Agreement  and any
other Loan  Document  executed by or on behalf of the Lenders and shall have all
the rights and  obligations  of a Lender under the Loan  Documents,  to the same
extent as if it were an original party hereto,  and no further consent or action
by the  Borrower,  the  Lenders or the Agent  shall be  required  to release the
transferor Lender with respect to the percentage of the Aggregate Commitment and
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

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Subsidiaries,  including  without  limitation any  information  contained in any
Reports;  provided that each Transferee and prospective  Transferee agrees to be
bound by Section 9.11 of this Agreement.

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

                                  ARTICLE XIII

                                     NOTICES

          13.1.  NOTICES.  Except as  otherwise  permitted  by Section 2.14 with
respect to borrowing notices, all notices,  requests and other communications to
any party  hereunder  shall be in writing  (including  electronic  transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the  signature  pages  hereof,  (y) in the case of any  Lender,  at its
address or facsimile number set forth in its administrative questionnaire or (z)
in the case of any party,  at such other  address  or  facsimile  number as such
party  may  hereafter  specify  for the  purpose  by notice to the Agent and the
Borrower in  accordance  with the  provisions  of this Section  13.1.  Each such
notice,  request  or  other  communication  shall be  effective  (i) if given by
facsimile  transmission,  when  transmitted to the facsimile number specified in
this Section and confirmation of receipt is received,  (ii) if given by mail, 72
hours  after such  communication  is  deposited  in the mails  with first  class
postage prepaid,  addressed as aforesaid,  or (iii) if given by any other means,
when  delivered  (or, in the case of electronic  transmission,  received) at the
address  specified  in this  Section;  PROVIDED  that notices to the Agent under
Article II shall not be effective until received.

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

                                   ARTICLE XIV

                                  COUNTERPARTS

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

                                   ARTICLE XV

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

          15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE

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<PAGE>  80


CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,  WITHOUT  LIMITATION,
735 ILCS SECTION  105/5-1 ET SEQ., BUT OTHERWISE  WITHOUT REGARD TO THE CONFLICT
OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS,  BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

          15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY  IRREVOCABLY  AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN  INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, 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 CHICAGO,  ILLINOIS 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  (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.


                                       57

<PAGE>  81



                                     CONSENT

          Each of the undersigned  Guarantors hereby  acknowledges the foregoing
Amendment  No. 2 to Amended and Restated  Credit  Agreement and reaffirms all of
its obligations under each Loan Document to which it is a party.

                                    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
                                    COLFAX COUNTRY RV, LLC
                                    MILLER BUILDING SYSTEMS, INC.
                                    MOD-U-KRAF HOMES, LLC



                                    By:  ____________________________
                                    Name:  Thomas J. Martini
                                    Title: Treasurer