EXHIBIT 10.2













                    LONG-TERM MULTICURRENCY CREDIT AGREEMENT
                          DATED AS OF NOVEMBER4, 1998,
                                      AMONG
                                  ANICOM, INC.,
                                   THE LENDERS
                                  PARTY HERETO,
                                       AND
                         HARRIS TRUST AND SAVINGS BANK,
                            INDIVIDUALLY AND AS AGENT






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                                TABLE OF CONTENTS

SECTION                DESCRIPTION                                       PAGE

 SECTION 1.         THE REVOLVING CREDITS.


     Section  1.1.  The Revolving Credit.

     Section  1.2.  The Revolving Credit Notes.

     Section  1.3.  Letters of Credit

     Section  1.4.  Manner and Disbursement of Loans.

     Section  1.5.  Extensions of the Revolving Commitments

 SECTION  2.        Interest and Change In Circumstances.


     Section  2.1.  Interest Rate Options.

     Section  2.2   Minimum  LIBOR Portion Amounts.

     Section  2.3.  Computation of Interest.

     Section  2.4.  Manner of Rate Selection.

     Section  2.5.  Change of Law.

     Section  2.6.  Unavailability of Deposits or Inability to Ascertain 
                    Adjusted LIBOR.

     Section  2.7.  Taxes and Increased Costs.

     Section  2.8.  Change in Capital Adequacy Requirements.

     Section  2.9.  Funding Indemnity

     Section  2.10.L     ending Branch.

     Section  2.11. Discretion of Lenders as to Manner of Funding.

 SECTION  3.        Fees, Prepayments, Terminations, and Applications.


                    





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    Section  3.1.   Fees.

    Section  3.2.   Prepayments.

    Section  3.3.   Terminations.

    Section  3.4    Place and Application of Payments.

    Section  3.5.   Notations.

SECTION  4.         Guaranties.

    Section  4.1.   Subsidiary Guaranties

SECTION  5.         Definitions; Interpretation.


    Section  5.1.   Definitions.

    Section  5.2.   Interpretation.

SECTION  6.         Representations and Warranties.


    Section  6.1.   Organization and Qualification

    Section  6.2.   Subsidiaries

    Section  6.3.   Corporate Authority and Validity of Obligations

    Section  6.4.   Use of Proceeds; Margin Stock

    Section  6.5.   Financial Reports

    Section  6.6.   No Material Adverse Change

    Section  6.7.   Full Disclosure

    Section  6.8.   Good Title

    Section  6.9.   Litigation and Other Controversies


                      




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    Section  6.10.  Taxes

    Section  6.11.  Approvals

    Section  6.12.  Affiliate Transactions

    Section  6.13.  Investment Company; Public Utility Holding Company

    Section  6.14.  ERISA

    Section  6.15.  Compliance with Laws

    Section  6.16.  Other Agreements

    Section  6.17.  No Default

    Section  6.18.  Year  2000 Compliance

SECTION  7.         Conditions Precedent


    Section  7.1.   All Advances.

    Section  7.2.   Initial Advance

    Section  7.3.   Termination of Existing Credit Agreement

    Section  7.4.   November  19th as Earliest Effective Date

SECTION  8.         Covenants


    Section  8.1.   Corporate Existence; Subsidiaries

    Section  8.2.   Maintenance of Properties

    Section  8.3.   Taxes and Assessments

    Section  8.4.   Insurance

    Section  8.5.   Financial Reports

    Section  8.6.   Current Ratio









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    Section  8.7.   Interest Coverage Ratio

    Section  8.8.   Tangible Net Worth

    Section  8.9.   Debt to Earnings Ratio

    Section  8.10.  Leverage Ratio

    Section  8.11.    Indebtedness for Borrowed Money

    Section  8.12.   Liens

    Section  8.13.  Investments, Loans, Advances and Guaranties

    Section  8.14.  Acquisitions

    Section  8.15.  Sales and Leasebacks

    Section  8.16.  Dividends and Certain Other Restricted Payments

    Section  8.17.  Mergers, Consolidations and Sales

    Section  8.18.  ERISA

    Section  8.19.  Compliance with Laws

    Section  8.20.  Burdensome Contracts With Affiliates

    Section  8.21   No Changes in Fiscal Year

    Section  8.22.  Inspection and Field Audit

    Section  8.23.  Formation of Subsidiaries

    Section  8.24.  Subordinated Indebtedness

    Section  8.25.  Use of Proceeds

    Section  8.26.  Year  2000 Compliance

    Section  8.27.  European Monetary Union




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SECTION  9.         Events of Default and Remedies


    Section  9.1.   Events of Default.

    Section  9.2.   Non-Bankruptcy Defaults.

    Section  9.3.   Bankruptcy Defaults

    Section  9.4.   Collateral for Undrawn Letters of Credit

SECTION  10.        The Agent.


    Section  10.1.  Appointment and Authorization.

    Section  10.2.  Rights as a Lender

    Section  10.3   Standard of Care

    Section  10.4.  Costs and Expenses

    Section  10.5.  Indemnity

SECTION  11.        Miscellaneous.


    Section  11.1.  Withholding Taxes

    Section  11.2.  Non-Business Days.

    Section  11.3.  No Waiver, Cumulative Remedies.

    Section  11.4.  Waivers, Modifications and Amendments

    Section  11.5.  Costs and Expenses

    Section  11.6.  Documentary Taxes.

    Section  11.7.  Survival of Representations.

    Section  11.8.  Survival of Indemnities.

    Section  11.9.  Participations

    Section  11.10. Assignment Agreements

    Section  11.11. Notices

    Section  11.12. Construction

    Section  11.13. Headings

    Section  11.14. Severability of Provisions.

    Section  11.15. Counterparts.

    Section  11.16. Entire Understanding

    Section  11.17. Currency

    Section  11.18. Currency Equivalence

    Section  11.19. Binding Nature, Governing Law, Etc

    Section  11.20. Submission to Jurisdiction; Waiver of Jury Trial

Signature

Exhibit  A - Revolving Credit Note
Exhibit  B - Compliance Certificate
Exhibit  C - Subordinated Indebtedness
Exhibit  D - Subordination  Provisions  Applicable to  Subordinated  Debt
Exhibit  E - Form of Guaranty Schedule  6.2 - Subsidiaries









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                    LONG-TERM MULTICURRENCY CREDIT AGREEMENT
To each of the Lenders party hereto:
Ladies and Gentlemen:
         The undersigned,  Anicom, Inc., a Delaware corporation (the "Company"),
applies to you for your several commitments, subject to the terms and conditions
hereof and on the basis of the  representations  and warranties  hereinafter set
forth, to extend credit to the Company, all as more fully hereinafter set forth.
SECTION  1. The Revolving Credits.
  Section  1.1. The Revolving Credit.  Subject to the terms and conditions
hereof,  each  Lender  severally  agrees  to  extend  a  revolving  credit  (the
"Revolving  Credit") to the Company  which may be availed of by the Company from
time to time  during the period  from and  including  the date hereof to but not
including the Revolving Credit  Termination  Date, at which time the commitments
of the Lenders to extend  credit under the Revolving  Credit shall  expire.  The
maximum amount of the Revolving Credit which each Lender agrees to extend to the
Company shall be as set forth opposite such Lender's  signature hereto under the
heading  "Revolving Credit Commitment" or as otherwise provided in Section 11.10
hereof, as such amount may be reduced pursuant hereto.  The Revolving Credit may
be utilized  by the  Company in the form of Loans and Letters of Credit,  all as
more fully  hereinafter  set forth,  provided  that (i) the  aggregate  Original
Dollar Amount of Loans and Letters of Credit  outstanding  at any one time shall
not exceed the Revolving  Credit  Commitments  and (ii) the  aggregate  Original
Dollar Amount of Loans  denominated in Alternative  Currencies  shall not exceed
$15,000,000.  During the period  from and  including  the date hereof to but not
including  the  Revolving  Credit  Termination  Date,  the  Company  may use the
Revolving  Credit  Commitments by borrowing,  repaying and reborrowing  Loans in
whole or in part and/or by having the Agent issue Letters of Credit, having such
Letters of Credit expire or otherwise  terminate  without having been drawn upon
or, if drawn upon,  reimbursing the Agent for each such drawing,  and having the
Agent  issue  new  Letters  of  Credit,  all in  accordance  with the  terms and
conditions  of  this  Agreement.  For  purposes  of  this  Agreement,   where  a
determination  of  the  unused  or  available  amount  of the  Revolving  Credit
Commitments is necessary,  the Original Dollar Amount of Loans outstanding under
the  Revolving  Credit  and  Letters of Credit  shall be deemed to  utilize  the
Revolving  Credit  Commitments.  The  obligations  of the Lenders  hereunder are
several and not joint, and no Lender shall under any  circumstances be obligated
to extend  credit under the Revolving  Credit in excess of its Revolving  Credit
Commitment.  Section 1.2. The Revolving  Credit Notes.  Subject to the terms and
conditions  hereof, the Revolving Credit may be availed of by the Company in the
form of loans  (individually  a "Loan" and  collectively  the  "Loans")  in U.S.
Dollars or an Alternative Currency.  Each Borrowing of Loans under the Revolving
Credit shall be made ratably by the Lenders in accordance with their Percentages
of the  Revolving  Credit  Commitments.  All  Loans  made by a Lender  under the
Revolving  Credit  shall be made  against and  evidenced  by a single  Long-Term
Revolving Credit Note of the Company (individually a "Note" and collectively the
"Notes")  payable  to the order of such  Lender in the  amount of its  Revolving
Credit  Commitment,  with  each  Note  to  be  in  the  form  (with  appropriate
insertions)  attached  hereto as Exhibit A. Each Note shall be dated the date of

                                                      



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issuance thereof, be expressed to bear interest as set forth in Section  2
hereof,  and be expressed to mature on the Revolving  Credit  Termination  Date.
Without  regard to the  principal  amount of each Note  stated on its face,  the
actual  principal  amount at any time  outstanding  and owing by the  Company on
account  thereof  shall  be the sum of all  advances  then or  theretofore  made
thereon less all payments of principal actually received.
  Section  1.3.    Letters of Credit.
         (a) General  Terms.  Subject to the terms and  conditions  hereof,  the
Revolving  Credit may be availed  of by the  Company in the form of standby  and
commercial  letters of credit issued by the Agent for the account of the Company
in U.S. Dollars (individually a "Letter of Credit" and collectively the "Letters
of Credit"),  provided that the aggregate amount of Letters of Credit issued and
outstanding hereunder shall not at any time exceed the lesser of (i) $10,000,000
and (ii)  the  excess  (if any) of the  Revolving  Credit  Commitments  over the
aggregate Original Dollar Amount of Loans then outstanding. For purposes of this
Agreement,  a Letter of Credit shall be deemed  outstanding as of any time in an
amount  equal to the maximum  amount which could be drawn  thereunder  under any
circumstances  and over any period of time plus any  unreimbursed  drawings then
outstanding  with  respect  thereto.  If and to the  extent any Letter of Credit
expires or otherwise terminates without having been drawn upon, the availability
under the Revolving Credit  Commitments shall to such extent be reinstated.  The
Letters  of Credit  shall be  issued  by the  Agent,  but each  Lender  shall be
obligated to reimburse the Agent for such  Lender's  Percentage of the amount of
each draft drawn under a Letter of Credit in  accordance  wit h this     Section
1.3 and,  accordingly,  each Letter of Credit  shall be deemed to utilize the
Revolving  Credit  Commitments of all Lenders pro rata in accordance  with their
Percentages thereof.
         (b) Term. Each Letter of Credit issued hereunder shall expire not later
than the  earlier  of  (i) twelve  (12) months  from the date of
issuance (or be cancelable  not later than twelve  (12) months  from the
date  of  issuance  and  each  renewal)  or  (ii) the  Revolving  Credit
Termination  Date.  In the event the Agent  issues any Letter of Credit  with an
expiration  date that is  automatically  extended  unless the Agent gives notice
that the expiration date will not so extend beyond its then scheduled expiration
date, the Agent will give such notice of  non-renewal  before the time necessary
to prevent such automatic  extension if   before such required   notice date (i)
he  expiration  date of such Letter of Credit if so extended  would be after
the  Revolving  Credit  Termination  Date,   (ii) the  Revolving  Credit
Commitments  have  terminated or (iii)  an Event of Default exists and the
Required  Lenders  have  given  the  Agent  instructions  not to so  permit  the
extension of the expiration date of such Letter of Credit.
         (c) General  Characteristics.  Each Letter of Credit  issued  hereunder
shall be payable in U.S.  Dollars,  conform to the general  requirements  of the
Agent for the issuance of standby or commercial  letters of credit , as the case
may be, as to form and substance,  and be a letter of credit which the Agent may
lawfully issue.
         (d)  Applications.  At the time the  Company  requests  each  Letter of
Credit to be issued (or prior to the first issuance of a Letter of Credit in the
case of a continuing application),  the Company shall execute and deliver to the
Agent an  application  for such  Letter of  Credit in the form then  customarily
prescribed by the Agent  (individually  an  "Application"  and  collectively the
"Applications").  Subject  to the  other  provisions  of  this  subsection,  the
obligation of the Company

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to reimburse  the Agent for drawings  under a Letter of Credit shall be governed
by the  Application  for  such  Letter  of  Credit.  Anything  contained  in the
Applications to the contrary notwithstanding,  (i)  in the event the Agent
is not  reimbursed  by the  Company  for the  amount the Agent pays on any draft
drawn under a Letter of Credit issued  hereunder by 1:00 p.m.  (Chicago time) on
the date when such drawing is paid,  the  obligation of the Company to reimburse
the Agent for the  amount of such draft  paid  shall  bear  interest  (which the
Company  hereby  promises to pay on demand) from and after the date the draft is
paid until payment in full thereof at a fluctuating rate per annum determined by
adding 2% to the Domestic  Rate as from time to time in effect  (computed on the
basis of a year of 360 days for the  actual  number of days  elapsed),  (ii) 
the  Company shall pay fees in  connection  with each Letter of Credit as set
forth in Section  3 hereof,  (iii) except as otherwise provided in
Section 3.4 hereof,  prior to the occurrence of a Default or an Event of
Default  the Agent  will not call for  additional  collateral  security  for the
obligations  of the Company under the  Applications,  and (iv) except as
otherwise  provided in Section 3.4 hereof,  prior to the occurrence of a
Default  or an Event of  Default  the Agent  will not call for the  funding of a
Letter of Credit by the  Company  prior to being  presented  with a draft  drawn
thereunder (or, in the event the draft is a time draft,  prior to its due date).
The  Company  hereby  irrevocably  authorizes  the  Agent to  charge  any of the
Company's deposit accounts maintained with the Agent for the amount necessary to
reimburse  the  Agent for any  drafts  drawn  under  Letters  of  Credit  issued
hereunder.
         (e) Change in Laws. If the Agent or any Lender shall  determine in good
faith that any change in any applicable law, regulation or guideline (including,
without limitation, Regulation  D of the Board of Governors of the Federal
Reserve System) or any new law,  regulation or guideline,  or any interpretation
of  any  of the  foregoing  by  any  governmental  authority  charged  with  the
administration  thereof or any central bank or other  fiscal,  monetary or other
authority  having  jurisdiction  over the Agent or such  Lender  (whether or not
having the force of law), shall:
                   (i) impose,  modify or deem  applicable any reserve,  special
         deposit or similar  requirement  against the Letters of Credit,  or the
         Agent's  or such  Lender's  or the  Company's  liability  with  respect
         thereto; or
                  (ii)  impose  on the Agent or such  Lender  any  penalty  with
         respect  to  the  foregoing  or  any  other  condition  regarding  this
         Agreement, the Applications or the Letters of Credit;
and the Agent or such Lender  shall  determine  in good faith that the result of
any of the  foregoing  is to increase  the cost  (whether by incurring a cost or
adding  to a cost) to the  Agent  or such  Lender  of  issuing,  maintaining  or
participating in the Letters of Credit hereunder  (without benefit of, or credit
for, any prorations,  exemptions,  credits or other offsets  available under any
such laws, regulations, guidelines or interpretations thereof), then the Company
shall pay on demand to the Agent or such Lender  from time to time as  specified
by the Agent or such Lender such additional  amounts as the Agent or such Lender
shall determine are sufficient to compensate and indemnify it for such increased
cost. If the Agent or any Lender makes such a claim for  compensation,  it shall
provide  the  Company  (with a copy to the  Agent in the case of any  Lender)  a
certificate  setting forth the  computation of the increased cost as a result of
any event mentioned herein in reasonable  detail and such  certificate  shall be
conclusive if reasonably determined.
         (f) Participations in Letters of Credit.  Each Lender shall participate
on a pro rata basis in accordance  with its  Percentage of the Revolving  Credit
Commitments in the Letters of Credit

                                                    




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issued by the Agent,  which  participation  shall  automatically  arise upon the
issuance of each Letter of Credit.  Each Lender  unconditionally  agrees that in
the event the Agent is not immediately  reimbursed by the Company for the amount
paid by the Agent on any draft presented under a Letter of Credit,  then in that
event such Lender shall pay to the Agent such Lender's  Percentage of the amount
of each draft so paid and in return such Lender shall  automatically  receive an
equivalent  percentage  participation  in the  rights  of the  Agent  to  obtain
reimbursement  from the  Company  for the amount of such  draft,  together  with
interest  thereon as provided for herein.  The obligations of the Lenders to the
Agent under this subsection  shall be absolute,  irrevocable  and  unconditional
under any and all  circumstances  whatsoever  and shall  not be  subject  to any
set-off,  counterclaim  or defense to payment  which any Lender may have or have
had  against  the  Company,  the  Agent,  any other  Lender  or any other  party
whatsoever.  In the  event  that any  Lender  fails to honor its  obligation  to
reimburse the Agent for its Percentage of the amount of any such draft,  then in
that  event the  defaulting  Lender  shall have no right to  participate  in any
recoveries from the Company in respect of such draft.
  Section  1.4.  Manner and Disbursement of Loans. (a) Notice to the Agent
and the  Lenders.  The Company  shall give written or  telephonic  notice to the
Agent (which notice shall be irrevocable  once given and, if given by telephone,
shall be promptly  confirmed  in  writing) by no later than 11:00 a.m.  (Chicago
time) on the date the Company requests that any Borrowing of Loans be made to it
under the Revolving Credit Commitments, and the Agent shall promptly notify each
Lender of the  Agent's  receipt  of each such  notice.  Each such  notice  shall
specify the date of the Borrowing of Loans  requested  (which must be a Business
Day and which date shall be at least three Business Days  subsequent to the date
of such notice in the case of any Loans constituting a LIBOR Portion denominated
in U.S.  Dollars and at least four Business Days  subsequent to the date of such
notice in the case of any Loans  constituting a LIBOR Portion  denominated in an
Alternative Currency),  the type of Loan being requested, and the amount of such
Borrowing.  Each  Borrowing  of Loans  shall  initially  constitute  part of the
Domestic  Rate  Portion  except to the extent the Company has  otherwise  timely
elected that such  Borrowing,  or any part thereof,  constitute  part of a LIBOR
Portion as provided in  Section 2  hereof.  The Company  agrees that the
Agent may rely upon any  written or  telephonic  notice  given by any person the
Agent  in good  faith  believes  is an  Authorized  Representative  without  the
necessity of independent  investigation  and, in the event any telephonic notice
conflicts with the written confirmation,  such telephonic notice shall govern if
the Agent and the Lenders have acted in reliance thereon.
         (b)  Disbursement of Loans.  Not later than 1:00 p.m.  (Chicago
time) on the date  specified  for any  Borrowing  of Loans to be made  hereunder
(other  than a Borrowing  of Loans to the extent  constituting  a LIBOR  Portion
denominated in an Alternative Currency),  each Lender shall make the proceeds of
its Loan  comprising  part of such Borrowing  available to the Agent in Chicago,
Illinois in  immediately  available  funds to the Agent in Chicago.  Each Lender
shall make the proceeds of each Loan constituting a LIBOR Portion denominated in
an Alternative  Currency at such office as the Agent has previously specified in
a  notice  to such  Lender  in such  funds  which  are  then  customary  for the
settlement of international transactions in such currency and no later than such
local time as is necessary for such funds to be received and  transferred to the
Company  for same day value on the date the Loan is to be made.  Subject  to the
provisions of Section  7 hereof, the proceeds






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of each Lender's Loan denominated in U.S. Dollars shall be made available to the
Company at the office of the Agent in  Chicago,  Illinois,  and the  proceeds of
each  Lender's  Loans  denominated  in an  Alternative  Currency  shall  be made
available  to the Company at such office as the Agent has  previously  agreed to
with the Company,  in each case in the type of funds  received by the Agent from
the Lenders.  Unless the Agent shall have been  notified by a Lender by no later
than such time as would be necessary for such Lender to make the proceeds of its
Loan available to the Agent on the date a Borrowing is to be made hereunder that
such Lender does not intend to make the  proceeds of its Loan  available  to the
Agent, the Agent may assume that such Lender has made such proceeds available to
the Agent on such date and the Agent may in reliance upon such  assumption  make
available to the Company a corresponding amount. If such corresponding amount is
not in fact made  available  to the Agent by such  Lender and the Agent has made
such amount  available  to the  Company,  the Agent shall be entitled to receive
such amount from such Lender  forthwith upon the Agent's  demand,  together with
interest thereon in respect of each day during the period commencing on the date
such amount was made  available to the Company and ending on but  excluding  the
date the Agent  recovers  such amount at a rate per annum equal to the effective
rate charged to the Agent for overnight  federal funds  transactions with member
banks of the federal reserve system,  or in the case of a Loan denominated in an
Alternative  Currency,  the Overnight  Foreign  Currency  Rate,  for each day as
determined  by the Agent (or in the case of a day which is not a  Business  Day,
then for the preceding  day). If such amount is not received from such Lender by
the Agent  immediately  upon demand,  the Company will, on demand,  repay to the
Agent the  proceeds  of such Loan  attributable  to such  Lender  with  interest
thereon  at a rate  per  annum  equal to the  interest  rate  applicable  to the
relevant Loan, but without such payment being considered a payment or prepayment
of a LIBOR Portion, so that the Company will have no liability under Section<-1-
32>2.9 hereof with respect to such payment.
         (c) Company's Failure to Notify. In the event the Company fails to give
notice  pursuant to  Section 1.4(a)  above of a  Borrowing  equal to the
amount for which the Company is obligated  to reimburse  the Agent for a drawing
which the Agent  has paid on a Letter of Credit (a  "Reimbursement  Obligation")
and has not  notified  the Agent by 12:00  noon  (Chicago  time) on the day such
Reimbursement  Obligation  becomes  due that the  Company  intends to repay such
Reimbursement  Obligation  through funds not borrowed under this Agreement,  the
Company shall be deemed to have  requested a Borrowing of Loans  constituting  a
Domestic Rate Portion on such day in the amount of the Reimbursement  Obligation
then due, subject to Section 7 hereof,  which Borrowing shall be applied
to pay the Reimbursement Obligation then due.
  Section  1.5.  Extensions of the Revolving Commitments.  The Company may
advise  the  Agent in  writing  of its  desire to extend  the  Revolving  Credit
Termination  Date for an additional  364 days;  provided (i)  such
request is made no later  than  90 days  prior to the date on which such
Revolving Credit  Termination  Date is scheduled to occur,  (ii)  not more
than one such request for the extension of a Termination Date may be made in any
one  calendar  year and  (iii) in no event  shall the  Revolving  Credit
Termination  Date be  extended  beyond  June 30,  2003.  The Agent shall
promptly  notify the Lenders of each such request.  Each Lender shall notify the
Agent in writing  within 45 days after such Lender  receives such notice
from the  Agent,  whether  such  Lender  in its sole  discretion  agrees to such
extension (each such Lender agreeing to such extension being

                                                      



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hereinafter  referred to as a "Consenting  Lender").  In the event that a Lender
shall fail to so notify the Agent within such 45day period, whether it agrees to
such  extension,  such  Lender  shall be  deemed  to have  refused  to grant the
requested extension. Upon receipt by the Agent of the consent of all the Lenders
within such 45day period,  the Revolving Credit  Termination Date or Dates shall
be automatically  extended for 364  days. In the event the Company and all
the Lenders do not consent to the requested  extension of the  Revolving  Credit
Termination  Date, such Revolving  Credit  Termination  Date shall take place as
scheduled. SECTION  2. Interest and Change In Circumstances.
  Section  2.1.    Interest Rate Options.
         (a) Portions.  Subject to the terms and conditions of this  Section, 
portions of the principal  indebtedness evidenced by the Notes (all of the
indebtedness  evidenced by the Notes  bearing  interest at the same rate for the
same period of time being  hereinafter  referred to as a "Portion")  may, at the
option of the  Company,  bear  interest  with  reference  to the  Domestic  Rate
("Domestic  Rate  Portions")  or with  reference to the Adjusted  LIBOR  ("LIBOR
Portions"),  and Portions  may be converted  from time to time from one basis to
another. All of the indebtedness  evidenced by a particular class of Notes which
is not part of a LIBOR Portion shall  constitute a single Domestic Rate Portion.
LIBOR Portions may be denominated  in U.S.  Dollars or an Alternative  Currency,
but Domestic Rate Portions must be denominated in U.S.  Dollars only. All of the
indebtedness  evidenced  by Notes of the same type  which  bears  interest  with
reference to a particular Adjusted LIBOR for a particular Interest Period and is
denominated in a particular  currency  shall  constitute a single LIBOR Portion.
There shall not be more than five (5) LIBOR  Portions  applicable to the
Notes outstanding at any one time, and each Lender shall have a ratable interest
in each  Portion  based on its  Percentage.  Anything  contained  herein  to the
contrary  notwithstanding,  the obligation of the Lenders to create, continue or
effect by conversion any LIBOR Portion shall be  conditioned  upon the fact that
at the  time  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing.  The Company hereby  promises to pay interest on each Portion at the
rates and times specified in this Section  2.
         (b) Domestic  Rate  Portion.  Each  Domestic  Rate  Portion  shall bear
interest at the rate per annum determined by adding the Applicable Margin to the
Domestic  Rate as in effect from time to time,  provided that if a Domestic Rate
Portion  or any part  thereof  is not paid when due  (whether  by lapse of time,
acceleration or otherwise)  such Portion shall bear interest,  whether before or
after judgment,  until payment in full thereof at the rate per annum  determined
by adding 2% to the interest rate which would  otherwise be  applicable  thereto
from time to time.  Interest  on each  Domestic  Rate  Portion  shall be payable
quarterly in arrears on the last day of each March, June, September and December
in each  year  (commencing  December 31,  1998) and at  maturity  of the
applicable  Notes,  and  interest  after  maturity  (whether  by  lapse of time,
acceleration or otherwise)  shall be due and payable upon demand.  Any change in
the interest rate on the Domestic Rate Portions  resulting  from a change in the
Domestic  Rate  shall be  effective  on the date of the  relevant  change in the
Domestic Rate.
         (c) LIBOR  Portions.  Each LIBOR  Portion  shall bear interest for each
Interest Period selected  therefor at a rate per annum  determined by adding the
Applicable LIBOR Margin to the Adjusted LIBOR for such Interest Period, provided
that if any LIBOR Portion is not paid when due

                                                    




                                      -10-

 

<PAGE>



(whether by lapse of time,  acceleration  or otherwise)  such Portion shall bear
interest, whether before or after judgment, until payment in full thereof (i) if
such Portion is denominated in U.S.  Dollars at the rate per annum determined by
adding 2% to the  interest  rate which would  otherwise  be  applicable  thereto
through the end of the Interest Period then applicable thereto, and effective at
the end of such  Interest  Period  such LIBOR  Portion  shall  automatically  be
converted into and added to the Domestic Rate Portion and shall  thereafter bear
interest at the interest  rate  applicable  to such  Domestic Rate Portion after
default  and  (ii) if such  Portion  is  denominated  in an  Alternative
Currency,  at the rate per annum  determined  by adding 2% to the interest  rate
which would  otherwise be  applicable  thereto at the time of such default until
the end of the Interest Period applicable thereto and, thereafter, at a rate per
annum  equal to the sum of the  Applicable  Margin  plus 2% plus  the  Overnight
Foreign  Currency Rate.  Interest on each LIBOR Portion shall be due and payable
on the last day of each Interest Period applicable  thereto and, with respect to
any Interest Period  applicable to a LIBOR Portion in excess of 3 months, on the
date occurring  every 3 months after the date such Interest  Period began and at
the end of such Interest Period,  and interest after maturity  (whether by lapse
of time,  acceleration or otherwise)  shall be due and payable upon demand.  The
Company  shall  notify the Agent on or before 11:00 a.m.  (Chicago  time) on the
fourth  Business Day  preceding  the end of an Interest  Period  applicable to a
LIBOR  Portion  whether such LIBOR  Portion is to continue as a LIBOR Portion in
the same currency,  in which event the Company shall notify the Agent of the new
Interest Period selected therefor, and in the event the Company shall fail to so
notify the Agent,  such LIBOR Portion,  if denominated  in U.S.  Dollars,  shall
automatically be converted into and added to the Domestic Rate Portion as of and
on the last day of such Interest  Period or, if  denominated  in an  Alternative
Currency,  shall  automatically as of the last day of such Interest  Period,  be
continued  as a LIBOR  Portion in the same amount and in the same  currency  and
with an Interest Period of one month,  subject to Section 7 hereof.  The
Agent shall promptly notify each Lender of each notice received from the Company
pursuant to the foregoing provisions.  Anything contained herein to the contrary
notwithstanding,  the obligation of the Lenders to create, continue or effect by
conversion any LIBOR Portion shall be conditioned upon the fact that at the time
no Default or Event of Default shall have occurred and be continuing.
         On the date the Company requests a Loan in an Alternative  Currency, as
provided in Section 2.4,  the Agent shall promptly notify each Lender of
the currency in which such Loan is requested.  If a Lender  determines that such
Alternative  Currency  is not  available  to it in  sufficient  amount and for a
sufficient  term to enable it to advance or continue the Loan requested of it as
part of such LIBOR  Portion  and so  notifies  the Agent no later than  2:00<-1-
32>p.m. (Chicago time) on the same day it receives notice from the Agent of such
requested  Loan,  the Agent  shall so notify the  Company by 2:45 p.m.  (Chicago
time). If the Company  nevertheless  desires such Loan, it must notify the Agent
by no later  than 3:00 p.m.  (Chicago  time) on such day.  If the Agent does not
receive such notice from the Company by 3:00 p.m.  (Chicago  time),  the
Company shall  automatically  be deemed to have revoked its request for the Loan
and the Agent will  promptly  notify  the  Lenders  of such  revocation.  If the
Company does give such notice by 3:00 p.m.  (Chicago time), each Lender that did
not notify the Agent by 2:00 p.m. (Chicago time) that the requested  Alternative
Currency is  unavailable  to it to fund the  requested  Loan  shall,  subject to
Section 7 hereof, make its Loan in the





                                      -11-



<PAGE>



requested  Alternative  Currency in accordance with  Section 1.4 hereof.
Each  Lender  that did so notify the Agent by 2:00 p.m.  (Chicago  time) that it
would not be able to make the Loan requested from it shall, subject to Section 7
hereof,  make a Loan  denominated in U.S.  Dollars in the Original Dollar Amount
of, and with the same  Interest  Period as, the Loan such Lender was  originally
requested to make.  Such Loan  denominated in U.S.  Dollars shall be made by the
affected  Lender  on  the  same  day as  the  other  Lenders  make  their  Loans
denominated in the applicable Alternative Currency as part of the relevant LIBOR
Portion, but shall bear interest with reference to the Adjusted LIBOR applicable
to U.S. Dollars rather than the relevant Alternative Currency for the applicable
Interest  Period and shall be made  available in accordance  with the procedures
for disbursing U.S. Dollar Loans under Section 1.4 hereof. Any Loan made
in an Alternative Currency shall be advanced in such currency,  and all payments
of principal and interest thereon shall be made in such Alternative Currency.
  Section 2.2.  Minimum  Borrowing  Amounts.  Each Domestic Rate Portion
shall be in an amount  equal to  $500,000  or such  greater  amount  which is an
integral  multiple of $100,000.  Each LIBOR Portion  denominated in U.S. Dollars
shall be in an amount equal to  $1,000,000  or such  greater  amount which is an
integral multiple of $500,000.  Each LIBOR Portion denominated in an Alternative
Currency  shall be in a minimum amount for which the U.S.  Dollar  Equivalent is
$1,000,000  and which is an integral  multiple of 500,000  units of the relevant
currency or, solely in the case of a LIBOR Portion denominated in an Alternative
Currency being continued in the same currency,  if less, the same amount of such
currency.
  Section 2.3.  Computation  of  Interest.  All  interest  on the  Loans
constituting part of the Domestic Rate Portion shall be computed on the basis of
a year of 365 or 366 days,  as the case may be,  for the  actual  number of days
elapsed.  All interest on the Loans  constituting all or part of a LIBOR Portion
shall be  computed  on the basis of a year of 360 days for the actual  number of
days elapsed.
  Section  2.4. Manner of Rate Selection.   The Company shall notify
the Agent by 11:00 a.m.  (Chicago  time) at least 3  Business  Days prior to the
date upon which the Company requests that any LIBOR Portion  denominated in U.S.
Dollars be created or that any part of a LIBOR Portion otherwise  denominated or
any  part  of a  Domestic  Rate  Portion  be  converted  into  a  LIBOR  Portion
denominated  in U.S.  Dollars and (iii) by 12:00 Noon (Chicago  time) at
least 4 Business Days prior to the date upon which the Company requests that any
LIBOR Portion denominated in an Alternative Currency be created or that any part
of a LIBOR Portion otherwise  denominated or any part of a Domestic Rate Portion
be converted into a LIBOR Portion denominated in an Alternative  Currency.  Each
such notice  shall  specify in each  instance  the amount of the  Portion  being
created or converted and in the case of the creation of or  conversion  into any
LIBOR Portion,  the Interest Period selected  therefor and the currency in which
such  Portion is to be  denominated.  If any  request is made to convert a LIBOR
Portion into another type of Portion available hereunder,  such conversion shall
only be made so as to become effective as of the last day of the Interest Period
applicable thereto. All requests for the creation, continuance and conversion of
Portions under this Agreement shall be irrevocable. Such requests may be written
or oral and the Agent is hereby  authorized  to honor  telephonic  requests  for
creations, continuances and conversions received by it from any person the Agent
in good faith believes to be an Authorized Representative without the

                                                      
                                      -12-



<PAGE>



necessity of  independent  investigation,  the Company hereby  indemnifying  the
Agent and the Lenders from any  liability  or loss  ensuing from so acting.  The
Agent shall give prompt notice to the Lenders of any notice it receives pursuant
to this  Section  and will give prompt  notice to each  Lender of the  Overnight
Foreign  Currency  Rate as soon as it is set.  The  Agent  shall  determine  the
interest rate applicable to each LIBOR Portion and the Original Dollar Amount of
such  Portions  denominated  in  an  Alternative  Currency,   and  a  reasonable
determination thereof by the Agent shall be conclusive and binding except in the
case of manifest error or willful misconduct. The Original Dollar Amount of each
LIBOR Portion  denominated  in an  Alternative  Currency  shall be determined or
redetermined,  as  applicable,  effective  as of the first day of each  Interest
Period  applicable to such  Portion.  The Agent shall give notice to the Company
and each Lender of the interest  rate  applicable  to each LIBOR Portion and, if
such LIBOR Portion is denominated in an Alternative Currency,  shall give notice
to the Company and each Lender of the Original Dollar Amount thereof.
  Section 2.5.  Change of Law.  Notwithstanding  any other provisions of
this  Agreement or any Note,  if at any time any Lender shall  determine in good
faith that any change in  applicable  laws,  treaties or  regulations  or in the
interpretation  thereof  makes it unlawful for such Lender to create or continue
to maintain any LIBOR  Portions in the relevant  currency,  it shall promptly so
notify the Agent (which shall in turn promptly  notify the Company and the other
Lenders) and the  obligation of such Lender to create,  continue or maintain any
such LIBOR Portion in such currency under this Agreement  shall  terminate until
it is no longer  unlawful for such Lender to create,  continue or maintain  such
LIBOR Portion.  The Company, on demand,  shall, if the continued  maintenance of
any such LIBOR Portion is unlawful,  thereupon prepay the outstanding  principal
amount of the affected LIBOR Portion, together with all interest accrued thereon
and all other amounts  payable to the affected Lender with respect thereto under
this  Agreement;  provided,  however,  that the Company may elect to convert the
principal amount of the affected Portion into another type of Portion  available
hereunder, subject to the terms and conditions of this Agreement.

  Section 2.6.  Unavailability  of Deposits or  Inability  to  Ascertain
Adjusted  LIBOR.  Notwithstanding  any other  provision of this Agreement or any
Note, if prior to the commencement of any Interest Period,  the Required Lenders
shall  determine  in good  faith  that  (i) deposits  in the  applicable
currency in the amount of any LIBOR Portion  scheduled to be outstanding in such
currency during such Interest  Period are not readily  available to such Lenders
in the relevant market or (ii)  by reason of  circumstances  affecting the
relevant  market,  adequate and reasonable  means do not exist for  ascertaining
Adjusted  LIBOR  Rate  or  (iii)currency  control  or  other  exchange
regulations  are  imposed in the  country in which an  Alternative  Currency  is
issued  with the result  that  different  types of such  currency  are issued or
(iv)  in the  determination  of the Agent, a U.S. Dollar  Equivalent of an
Alternative  Currency is not readily  calculable,  then (x) such Lenders
shall  promptly  give notice  thereof to the Agent (which shall in turn promptly
notify the Company and the other  Lenders),  (y) the  obligations of the
Lenders to create,  continue or effect by  conversion  any such LIBOR Portion in
such amount and for such Interest  Period shall terminate until deposits in such
amount,  in such  currency and for the Interest  Period  selected by the Company
shall  again be  readily  available  in the  relevant  market and  adequate  and
reasonable means exist for

                                      -13-



<PAGE>



ascertaining  Adjusted LIBOR Rate or the U.S. Dollar Equivalent of such affected
currency,  as the case may be and (z) within  five (5) Business  Days of
receipt of such notice from the Agent, the Company shall repay all Loans in such
affected  currency or convert such Loans into Loans  denominated in U.S. Dollars
or another  Alternative  Currency,  subject to the other terms set forth in this
Agreement.
  Section 2.7.  Taxes and  Increased  Costs.  With  respect to any LIBOR
Portion,  if any  Lender  shall  determine  in good faith that any change in any
applicable law, treaty, regulation or guideline (including,  without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or any new
law,  treaty,  regulation  or  guideline,  or any  interpretation  of any of the
foregoing by any governmental  authority charged with the administration thereof
or any  central  bank or  other  fiscal,  monetary  or  other  authority  having
jurisdiction  over such  Lender  or its  lending  branch  or the LIBOR  Portions
contemplated by this Agreement (whether or not having the force of law), shall:
                   (i) impose, increase, or deem applicable any reserve, special
         deposit or similar  requirement  against assets held by, or deposits in
         or for the account of, or loans by, or any other  acquisition  of funds
         or  disbursements  by, such Lender which is not in any instance already
         accounted for in computing  the interest rate  applicable to such LIBOR
         Portion;
                  (ii) subject such Lender,  any LIBOR  Portion or a Note to the
         extent it  evidences  such a  Portion  to any tax  (including,  without
         limitation,  any United States interest equalization tax or similar tax
         however  named  applicable  to  the  acquisition  or  holding  of  debt
         obligations and any interest or penalties with respect thereto),  duty,
         charge,  stamp tax, fee,  deduction or  withholding  in respect of this
         Agreement,  any LIBOR Portion or a Note to the extent it evidences such
         a Portion,  except  such taxes as may be  measured  by the  overall net
         income or gross  receipts of such Lender or its  lending  branches  and
         imposed by the  jurisdiction,  or any political  subdivision  or taxing
         authority thereof, in which such Lender's principal executive office or
         its lending branch is located;
                 (iii) change the basis of taxation of payments of principal and
         interest due from the Company to such Lender  hereunder or under a Note
         to the extent it evidences any LIBOR Portion (other than by a change in
         taxation of the overall net income or gross  receipts of such Lender or
         its lending branches); or
                  (iv)  impose on such Lender any  penalty  with  respect to the
         foregoing or any other condition  regarding this  Agreement,  any LIBOR
         Portion, or its disbursement,  or a Note to the extent it evidences any
         LIBOR Portion;
and such  Lender  shall  determine  in good  faith that the result of any of the
foregoing  is to increase  the cost  (whether by incurring a cost or adding to a
cost) to such Lender of creating or maintaining  any LIBOR Portion  hereunder or
to reduce the amount of principal  or interest  received or  receivable  by such
Lender (without benefit of, or credit for, any prorations, exemption, credits or
other offsets available under any such laws, treaties,  regulations,  guidelines
or interpretations  thereof),  then the Company shall pay on demand to the Agent
for the  account of such Lender  from time to time as  specified  by such Lender
such additional amounts as such Lender shall reasonably determine are sufficient
to  compensate  and  indemnify  it for such  increased  cost or reduced  amount;
provided,  however,  that the  Company  shall not be  obligated  to pay any such
amount or amounts

                                      -14-



<PAGE>



to the extent  such  additional  cost or payment  was  incurred  or paid by such
Lender more than ninety  (90) days  prior to the date of the delivery of
the  certificate  referred to in the  immediately  following  sentence  (nothing
herein to impair or otherwise affect the Company's liability hereunder for costs
or payments  subsequently  incurred or paid by such  Lender).  If a Lender makes
such a claim for  compensation,  it shall provide to the Company (with a copy to
the Agent) a certificate  setting forth the computation of the increased cost or
reduced amount as a result of any event  mentioned  herein in reasonable  detail
and such certificate shall be conclusive if reasonably determined.
  Section 2.8.  Change in Capital Adequacy  Requirements.  If any Lender
shall  determine that the adoption after the date hereof of any applicable  law,
rule or regulation  regarding  capital  adequacy,  or any change in any existing
law, rule or regulation,  or any change in the  interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration  thereof, or compliance by such Lender
(or any of its  branches) or any  corporation  controlling  such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority,  central bank or comparable  agency, has or would
have  the  effect  of  reducing  the rate of  return  on such  Lender's  or such
corporation's  capital,  as the case may be, as a  consequence  of such Lender's
obligations  hereunder or for the credit which is the subject matter hereof to a
level below that which such Lender or such  corporation  could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or such  corporation's  policies with respect to liquidity and capital adequacy)
by an amount  deemed  by such  Lender  to be  material,  then from time to time,
within fifteen (15) days after demand by such Lender,  the Company shall
pay to the  Agent for the  account  of such  Lender  such  additional  amount or
amounts reasonably  determined by such Lender as will compensate such Lender for
such reduction;  provided,  however,  that the Company shall not be obligated to
compensate such Lender to the extent its rate of return was so reduced more than
ninety  (90) days  prior to the date of such demand  (nothing  herein to
impair or otherwise affect the Company's  liability  hereunder to compensate for
subsequent reductions in such Lender's rate of return).
  Section  2.9. Funding Indemnity. In the event any Lender shall incur any
loss, cost or expense (including,  without limitation,  any loss (including loss
of  profit),   cost  or  expense  incurred  by  reason  of  the  liquidation  or
reemployment of deposits or other funds acquired or contracted to be acquired by
such Lender to fund or maintain its part of any LIBOR  Portion or the  relending
or  reinvesting  of such  deposits or other funds or amounts  paid or prepaid to
such Lender) as a result of:
                   (i) any  payment of a LIBOR  Portion on a date other than the
         last day of the then applicable Interest Period for any reason, whether
         before or after default, and whether or not such payment is required by
         any provisions of this Agreement; or
                  (ii) any failure by the Company to create, borrow, continue or
         effect by conversion a LIBOR Portion on the date  specified in a notice
         given pursuant to this Agreement;
then, upon the demand of such Lender, the Company shall pay to the Agent for the
account of such Lender such amount as will  reimburse such Lender for such loss,
cost or expense. If a Lender requests such a reimbursement,  it shall provide to
the Company (with a copy to the Agent) a

                                      -15-



<PAGE>



certificate  setting forth the  computation of the loss,  cost or expense giving
rise to the request for  reimbursement in reasonable detail and such certificate
shall be  conclusive  if  reasonably  determined;  provided,  however,  that the
Company  shall not be  obligated to pay any such amount or amounts to the extent
such loss, cost or expense was incurred by such Lender more than ninety (90)<-1-
32>days prior to the date of the delivery of such certificate (nothing herein to
impair or otherwise affect the Company's  liability  hereunder to compensate for
any subsequent loss, cost, or expense incurred by such Lender).
 Section 2.10.  Lending Branch. Each Lender may, at its option, elect to
make,  fund or  maintain  its pro  rata  share  of the  Loans  hereunder  at the
branches,  offices,  subsidiaries or affiliates specified on the signature pages
hereof  or on any  Assignment  Agreement  executed  and  delivered  pursuant  to
Section  11.10 hereof or at such of its branches, offices, subsidiaries or
affiliates  as such  Lender may from time to time  elect.  All the terms of this
Agreement shall only apply to any such branch, office,  subsidiary or affiliates
and the Loans and Notes issued hereunder shall be deemed held by each Lender for
the benefit of any such branch, office,  subsidiary or affiliate.  To the extent
reasonably  possible,  a Lender shall  designate an alternate  branch or funding
office  with  respect to its pro rata share of the LIBOR  Portions to reduce any
liability of the Company to such Lender under  Section 2.7  hereof or to
avoid the  unavailability  of an interest rate option under  Section 2.6
hereof,  so long as such  designation  is not otherwise  disadvantageous  to the
Lender.
 Section 2.11.   Discretion   of  Lenders  as  to  Manner  of  Funding.
Notwithstanding  any provision of this  Agreement to the  contrary,  each Lender
shall be  entitled  to fund and  maintain  its funding of all or any part of its
Notes in any  manner it sees fit,  it being  understood,  however,  that for the
purposes of this  Agreement all  determinations  hereunder  (including,  without
limitation,  determinations under Sections  2.6, 2.7 and 2.9 hereof) shall
be made as if each Lender had actually  funded and maintained each LIBOR Portion
during each Interest Period applicable  thereto through the purchase of deposits
in U.S. Dollars or the applicable  Alternative Currency, as the case may be, for
such LIBOR  Portion,  in the relevant  market in the amount of such Lender's pro
rata  share of such  LIBOR  Portion,  having a  maturity  corresponding  to such
Interest  Period,  denominated in the relevant  currency and bearing an interest
rate  equal to the LIBOR  Rate,  as the case may be, for such  Interest  Period.
SECTION  3. Fees, Prepayments, Terminations, and Applications.
  Section  3.1.    Fees.
         (a)  Commitment  Fee. For the period from and including the date hereof
to but not including the Revolving  Credit  Termination  Date, the Company shall
pay to the Agent for the  account of the  Lenders a  commitment  fee at the rate
equal to the  Applicable  Margin in effect  from time to time  (computed  on the
basis  of a year of 360 days  for the  actual  number  of days  elapsed)  on the
average daily Unused Revolving Credit Commitments.  Such commitment fee shall be
payable quarterly in arrears on the last day of each March, June,  September and
December in each year (commencing December  31, 1998) and on the Revolving
Credit Termination Date.
         (b) Letter of Credit  Fees.  On the date of  issuance of each Letter of
Credit,  and as condition  thereto,  and  quarterly in arrears  thereafter,  the
Company  shall pay to the  Agent for the  account  of itself  and the  Lenders a
letter of credit fee computed at the rate per annum  (computed on the basis of a
year of 360 days for the actual number of days elapsed) equal to the Applicable

                                      -16-

  

<PAGE>



Margin in effect from time to time for LIBOR  Portions on the maximum  amount of
the related  Letter of Credit which is scheduled  to be  outstanding  during the
immediately  succeeding twelve (12)  months.  In addition to the letter of
credit fee called for above,  the Company further agrees to pay to the Agent for
its own account such  processing and  transaction  fees and charges as the Agent
from  time to  time  customarily  imposes  in  connection  with  any  amendment,
cancellation,  negotiation  and/or payment of letters of credit and drafts drawn
thereunder.
         (c) Agent's Fee. On June 30,  1999 and on the date occurring on
each  anniversary of such date when any credit,  or commitment to extend credit,
is outstanding  hereunder,  the Company shall pay to the Agent,  for its own use
and  benefit,  an Agent's  fee as  mutually  agreed  upon by the Company and the
Agent.
  Section  3.2.    Prepayments.
         (a)    Voluntary Prepayments.
         (i) Domestic  Rate  Portions.  The Company  shall have the privilege of
prepaying  in whole or in part  (but if in part,  then in a  minimum  amount  of
$500,000 or such greater  amount which is an integral  multiple of $100,000) the
Domestic  Rate Portion of any Note at any time upon notice to the Agent prior to
11:00  a.m. (Chicago time) on the date fixed for prepayment.
        (ii) LIBOR  Portions.  The Company  may prepay any LIBOR  Portion of any
Note only on the last date of the then applicable  Interest Period,  in whole or
in part (but if in part, then: (x)  if such Portion is denominated in U.S.
Dollars,  in an amount not less than  $1,000,000 or such greater amount which is
an integral  multiple of $100,000,  (y)  if such Portion is denominated in
an Alternative  Currency,  an amount for which the U.S. Dollar Equivalent is not
less than  $1,000,000 and which is an integral  multiple of 100,000 units of the
relevant currency and (z)  in all cases in an amount such that the minimum
amount  required for LIBOR  Portion  denominated  in such  currency  pursuant to
Section 2.2  hereof  remains  outstanding  after  giving  effect to such
payment),  upon notice to the Agent  (which  notice  shall be  irrevocable  once
given,  must be received by the Agent no later than 11:00 a.m.  (Chicago
time) on the date  fixed  for  prepayment  in the  case of a  prepayment  of the
Domestic  Rate Portion and on the third  Business Day  preceding the date of any
such  prepayment of a LIBOR Portion  denominated  in U.S.  Dollars or the fourth
Business  Day  preceding  the date of any  such  prepayment  of a LIBOR  Portion
denominated  in the  Alternative  Currency,  and in each case shall  specify the
principal amount to be repaid). Any such prepayment shall be effected by payment
of the principal amount to be prepaid and accrued interest thereon to the end of
the applicable Interest Period.
       (iii)  Generally.  In the  case  of a  prepayment  by the  Company  under
Section 3.2(a),  (i) any notice of prepayment by the Company received by
the  Agent  subsequent  to 11:00  a.m.  (Chicago  time) on a given  day shall be
treated as though  received at the opening of business on the next Business Day,
(ii) the Agent shall promptly  notify the Lenders of any notice of prepayment by
the Company, (iii) the Company shall prepay the relevant amount by paying to the
Agent for the  account of the  Lenders  the  principal  amount to be prepaid and
(x)  if such a prepayment  prepays the Notes in full and is accompanied by
the termination in whole of the Revolving Credit  Commitments,  accrued interest
thereon to the date of prepayment  and (y)  any amounts due to the Lenders
under Section  2.9 hereof.
         (b)    Mandatory Prepayments. (i) The Company covenants and agrees that
if at any time

                                      -17-



<PAGE>



the sum of the then aggregate  Original Dollar Amount of Loans then  outstanding
denominated in Alternative  Currencies  shall be in excess of  $15,000,000,  the
Company shall,  no later than three (3) Business  Days after the Agent's
demand,  pay over the amount of such excess to the Agent for the ratable benefit
of the Lenders as and for a mandatory  prepayment  on the Notes until payment in
full thereof.  Each such prepayment  shall be accompanied by accrued interest on
the amount prepaid to the date of prepayment plus any amounts due to the Lenders
under Section 2.9 hereof.  The Lenders  acknowledge and agree that, upon
such demand by the Agent, the Company may, subject to Section 7 hereof,  request
a Borrowing  of Loans in order to provide it the funds  necessary  to repay such
excess.  The Company shall be responsible for making such  arrangements with the
Lenders as shall be necessary  to repay such excess.  Unless and to the extent a
Lender in its discretion agrees otherwise,  nothing in this Section shall impair
or otherwise affect the Company's obligation to repay a Loan made by such Lender
denominated  in an  Alternative  Currency,  nor  obligate  a  Lender  to  accept
repayment of a Loan made by such Lender denominated in an Alternative  Currency,
in a currency other than such Alternative Currency.
        (ii) The Company covenants and agrees that if at any time the sum of the
greater of (x) the aggregate  Original Dollar Amount of all Loans and Letters of
Credit and (y) the U.S.  Dollar  Equivalent  of all Loans and  Letters of Credit
exceeds the  Revolving  Credit  Commitments  then in effect,  the Company  shall
immediately  and  without  notice or demand pay over the amount of the excess to
the  Agent  for the  ratable  benefit  of the  Lenders  as and  for a  mandatory
prepayment  on the Notes until  payment in full  thereof.  Each such  prepayment
shall be  accompanied  by accrued  interest on the amount prepaid to the date of
prepayment plus any amounts due to the Lenders under Section  2.9 hereof.
  Section 3.3.  Terminations.   The Company shall have the
right at any time and from time to time,  upon 5 Business  Days' prior notice to
the Agent (which shall  promptly so notify the  Lenders),  to ratably  terminate
without  premium or penalty and in whole or in part (but if in part,  then in an
aggregate  amount not less than  $1,000,000  or such greater  amount which is an
integral  multiple of $500,000)  the  Revolving  Credit  Commitments;  provided,
however,  that (i) the  Revolving  Credit  Commitments  may not be reduced to an
amount less than the aggregate  Original  Dollar Amount of the Loans and Letters
of Credit then outstanding and (ii) the Company shall have no right to terminate
the Revolving Credit  Commitments  unless the  corresponding  commitments of the
lenders party to the ShortTerm  Credit  Agreement have been  terminated in full.
Any termination of the Revolving Credit Commitments pursuant to this Section may
not be reinstated.
  Section 3.4.  Place and  Application  of  Payments.  All  payments  of
principal,  interest, fees and all other Obligations payable hereunder and under
the other  Loan  Documents  shall be made to the Agent at its office at 111 West
Monroe  Street,  Chicago,  Illinois  (or at such  other  place as the  Agent may
specify) on the date any such payment is due and payable.  Payments  received by
the Agent after  11:00 a.m.  (Chicago  time) shall be deemed  received as of the
opening of business on the next Business  Day. All such  payments  shall be made
(i) in the case of U.S. Dollars, in immediately  available funds at the place of
payment,  or (ii) in the case of amounts  payable  hereunder  in an  Alternative
Currency,   in  such  funds  then  customary  for  settlement  of  international
transactions  in such currency.  All such payments shall be made without set-off
or counterclaim and without reduction for, and free from, any and all present or
future taxes, levies, imposts, duties,

                                      -18-



<PAGE>



fees,  charges,  deductions,  withholdings,  restrictions  and conditions of any
nature  imposed  by  any  government  or any  political  subdivision  or  taxing
authority  thereof (but  excluding  any taxes  imposed on or measured by the net
income of any Lender). Except as herein provided, all payments shall be received
by the  Agent for the  ratable  account  of the  Lenders  and shall be  promptly
distributed by the Agent ratably to the Lenders.  Principal payments  (including
prepayments) on the Notes shall first be applied to the Domestic Rate Portion of
such Notes until  payment in full  thereof,  with any  balance  applied to LIBOR
Portions of such Notes in the order in which their Interest Periods expire.
         Anything contained herein to the contrary notwithstanding, all payments
and collections received in respect of the Obligations, in each instance, by the
Agent or any of the Lenders after the occurrence of an Event of Default shall be
remitted to the Agent and distributed as follows:
                   (a)  first,  to the  payment  of any  outstanding  costs  and
         expenses  incurred by the Agent in protecting,  preserving or enforcing
         rights under this Agreement or any of the other Loan Documents,  and in
         any event  including  all costs and  expenses of a character  which the
         Company has agreed to pay under Section 11.4 hereof (such funds
         to be  retained  by  the  Agent  for  its  own  account  unless  it has
         previously  been reimbursed for such costs and expenses by the Lenders,
         in which  event  such  amounts  shall be  remitted  to the  Lenders  to
         reimburse them for payments theretofore made to the Agent);
                   (b)  second,  to the payment of any  outstanding  interest or
         other fees or amounts due under this Agreement or any of the other Loan
         Documents other than for principal, pro rata as among the Agent and the
         Lenders in accord  with the amount of such  interest  and other fees or
         amounts owing each;
                   (c) third,  to the payment of the  principal of the Notes and
         any  liabilities  in respect of unpaid  drawings  under the  Letters of
         Credit,  pro  rata as  among  the  Lenders  in  accord  with  the  then
         respective  unpaid principal  balances of the Notes and the then unpaid
         liabilities in respect of unpaid drawings under the Letters of Credit;
                   (d) fourth,  to the Agent, to be held as collateral  security
         for any undrawn Letters of Credit, until the Agent is holding an amount
         of cash equal to the then outstanding amount of all Letters of Credit;
                   (e) fifth,  to the Agent and the  Lenders  pro rata in accord
         with the amounts of any other indebtedness,  obligations or liabilities
         of the Company  owing to them and secured by the  Collateral  Documents
         unless and until all such  indebtedness,  obligations  and  liabilities
         have been fully paid and satisfied; and
                   (f) sixth, to the Company or to whoever the Agent  reasonably
         determines to be lawfully entitled thereto.
  Section 3.5.  Notations.  Each Loan made against a Note, the status of
all  amounts  evidenced  by a Note as  constituting  part of the  Domestic  Rate
Portion or a LIBOR Portion,  and, in the case of any LIBOR Portion, the rates of
interest and Interest  Periods  applicable to such Portion,  and the currency in
which such Portion is  denominated,  shall be recorded by the relevant Lender on
its books and records or, at its option in any instance,  endorsed on a schedule
to the  applicable  Note of such  Lender and the unpaid  principal  balance  and
status,  rate,  Interest  Periods  and  currency so recorded or endorsed by such
Lender shall be prima facie evidence in any court

                                      -19-



<PAGE>



or other  proceeding  brought  to  enforce  such  Note of the  principal  amount
remaining unpaid thereon, the status of the Loan or Loans evidenced thereby, the
currency  in which such  Loans  were  denominated,  and the  interest  rates and
Interest Periods  applicable  thereto;  provided that the failure of a Lender to
record any of the foregoing  shall not limit or otherwise  affect the obligation
of the Company to repay the principal  amount of each Note together with accrued
interest thereon.
SECTION  4.          Guaranties.
  Section  4.1.    Subsidiary Guaranties.  The Loans and other Obligations shall
be guaranteed by each Material  Subsidiary  pursuant to a written  guaranty from
such  Material  Subsidiary in form and  substance  reasonably  acceptable to the
Required  Lenders;  provided that no such guaranty shall be required from Anicom
Canada so long as 65% of the capital stock of Anicom Canada is pledged to secure
the Obligations under the Pledge Agreement.

SECTION  5.          Definitions; Interpretation.
  Section  5.1.    Definitions.  The following terms when used herein shall have
the following meanings:
         "Acquisition"   means  (i) the   acquisition  of  all  or  any
substantial part of the assets,  property or business of any other person,  firm
or corporation,  or (ii) any  acquisition of a majority of common stock,
warrants or other equity securities of any firm or corporation.
         "Adjusted  LIBOR"  means a rate per  annum  determined  by the Agent in
accordance with the following formula:
          Adjusted  LIBOR  =             LIBOR 
                             -------------------------- 
                               100%-Reserve Percentage

"Reserve  Percentage"  means,  for the purpose of computing  Adjusted LIBOR, the
maximum rate of all reserve  requirements  (including,  without limitation,  any
marginal,  emergency,  supplemental  or other special  reserves)  imposed by the
Board of  Governors  of the  Federal  Reserve  System (or any  successor)  under
Regulation D on Eurocurrency  liabilities (as such term is defined in Regulation
D) for the  applicable  Interest  Period as of the  first  day of such  Interest
Period, but subject to any amendments to such reserve  requirement by such Board
or its successor,  and taking into account any transitional  adjustments thereto
becoming effective during such Interest Period. For purposes of this definition,
LIBOR  Portions  shall be deemed to be  Eurocurrency  liabilities  as defined in
Regulation D without benefit of or credit for prorations,  exemptions or offsets
under  Regulation D.  "LIBOR" means, for each Interest  Period,  (a)the LIBOR
 Index Rate for such Interest Period, if such rate is available, and
(b)  if the LIBOR Index Rate cannot be determined,  the arithmetic average
of the rates of interest per annum (rounded upward, if necessary, to the nearest
1/100th of 1%) at which deposits in U.S.  Dollars,  or the relevant  Alternative
Currency,  as  appropriate,  in immediately  available  funds are offered to the
Agent at 11:00 a.m.  (London,  England  time) 2 Business Days before the
beginning  of such  Interest  Period by 3 or more major  banks in the  interbank
eurodollar  market  selected  by the Agent for a period  equal to such  Interest
Period and in an amount equal or  comparable  to the  applicable  LIBOR  Portion
scheduled to be outstanding from the Agent during such Interest  Period.  "LIBOR
Index Rate" means, for any Interest Period, the rate per annum (rounded upwards,
if necessary,  to the next higher one  hundred-thousandth of a percentage point)
for  deposits  in  U.S.  Dollars,  or  the  relevant  Alternative  Currency,  as
appropriate,  for a period equal to such  Interest  Period which  appears on the
Telerate Page 3740 or Telerate Page 3750 as appropriate for such

                                      -20-



<PAGE>



currency as of 11:00  a.m.  (London,  England time) on the date 2 Business
Days before the  commencement of such Interest  Period.  "Telerate Page 3740" or
"Telerate  Page 3750" means each of the  displays  designated  as "Page 3740" or
"Page  3750"  respectively  on the  Telerate  Service (or such other page as may
replace Page 3740 or Page 3750 on that  service or such other  service as may be
nominated by the British Bankers'  Association as the information vendor for the
purpose of displaying British Banker's Association Interest Settlement Rates for
U.S. Dollar  deposits).  Each  determination of LIBOR made by the Agent shall be
conclusive and binding on the Company and the Lenders absent manifest error.
         "Affiliate"  means any Person  directly or  indirectly  controlling  or
controlled by, or under direct or indirect common control with,  another Person.
A Person  shall be deemed to control  another  Person for the  purposes  of this
definition  if such  Person  possesses,  directly  or  indirectly,  the power to
direct,  or cause the  direction  of, the  management  and policies of the other
Person,  whether through the ownership of voting  securities,  common directors,
trustees or officers, by contract or otherwise.
         "Agent" means Harris Trust and Savings Bank and any  successor  thereto
appointed pursuant to Section  10.1 hereof.
         "Agreement"  means this Credit  Agreement,  as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.
         "Alternative  Currency" means, subject to the provisions of Section 2.6
hereof, Canadian Dollars, French Francs, Pounds Sterling, Deutsche Marks,
Italian Lira and any other currency (other than U.S.  Dollars)  approved by each
Lender, so long as such currencies are freely  transferable and convertible into
U.S.  Dollars in the  international  interbank market and are traded and readily
available to each Lender in the London interbank market.
         "Anicom Canada" means Anicom Multimedia Wiring Systems Incorporated,  a
corporation organized under the laws of Nova Scotia, Canada.
         "Applicable  Margin" shall mean with respect to the  Commitment Fee and
each type of Portion  specified  below the rate specified for such Obligation in
the chart below, subject to quarterly adjustment as hereinafter provided:

                           Applicable        Applicable         Applicable
    When Following           Margin          Margin For           Margin
   Status Exists For           For              LIBOR               For
      any Margin            Domestic        Portions Is:        Commitment
     Determination        Rate Portion                            Fee Is:
         Date                  Is:


Level I Status               (0.50%)            .50%               .125%

Level II Status              (0.50%)            .75%               .15 %

Level III Status             (0.50%)            .875%             .1875%

Level IV Status              (0.25%)            1.00%              .25 %





                                      -21-



<PAGE>


provided,  however, that all of the foregoing percentages set forth in the chart
above are subject to the following:
                   (i) on or before  the date that is ten  (10) Business
         Days after the latest  date by which the Company is required to deliver
         a Compliance  Certificate to the Agent for a given quarterly accounting
         period pursuant to Section 8.5(c) hereof (each date that is ten
         Business Days after the latest date by which the Company is required to
         deliver a Compliance  Certificate to the Agent being herein referred to
         as the "Margin  Determination Date"), the Agent shall determine whether
         Level I Status,  Level II  Status,  Level III Status or Level IV Status
         exists as of the close of the applicable  quarterly  accounting  period
         (each, a "quarterly test period") and shall also determine the Interest
         Coverage  Ratio and Debt to Earnings  Ratio as of such  close,  in each
         case  based  upon  such   Compliance   Certificate  and  the  financial
         statements  delivered to the Agent under Section 8.5 hereof for
         such  quarterly test period,  and shall promptly  notify the Company of
         such determination and of any change in the Applicable Margin resulting
         therefrom;
                  (ii) the Applicable Margin for the Loans shall be the rate set
         forth in the chart above,  after giving effect to adjustments  pursuant
         to  clause (iii) of this  proviso  below,  unless the  Interest
         Coverage  Ratio as of the close of such  quarterly  test period is less
         than 2.5 to  1.0.  In such event,  the Applicable  Margin for the
         Loans in each case shall be .0625% above the rate  otherwise  specified
         hereunder  (after giving effect to adjustments  pursuant to such clause
         (iii) hereof);
                 (iii) the Applicable Margin for the Loans shall be the rate set
         forth in the chart above,  after giving effect to adjustments  pursuant
         to  clause (ii)  of this  proviso  above,  unless  the  Debt to
         Earnings Ratio as of the close of the relevant quarterly test period is
         greater than 2.75 to 1.0. In such event, the Applicable  Margin for the
         Loans in each case  shall be .25%  above the rate  otherwise  specified
         hereunder  (after giving effect to adjustments  pursuant to such clause
         (ii) hereof);
                  (iv) any change in the  Applicable  Margin  (except for such a
         change pursuant to clause  (iii) hereof) shall be effective as of
         such Margin  Determination  Date,  with such new  Applicable  Margin to
         continue in effect  until the next Margin  Determination  Date.  If the
         Company has not  delivered a  Compliance  Certificate  by the date such
         Compliance  Certificate is required to be delivered  under  Section<-1-
         32>8.5 hereof,  until a Compliance  Certificate is delivered before the
         next Margin  Determination  Date,  the  Applicable  Margin shall be the
         Applicable  Margin for Level IV Status as if the Debt to Earnings Ratio
         as calculated  for purposes of clause (iii)  above were greater
         than 2.75 to 1.0. If the  Company  subsequently  delivers a  Compliance
         Certificate before the next Margin  Determination  Date, the Applicable
         Margin  established by such  Compliance  Certificate  shall take effect
         from the date ten  (10) Business  Days  after  the date of such
         delivery and remain effective until the

                                      -22-



<PAGE>



         next Margin Determination Date; and
                   (v) the initial Applicable Margin in effect through the first
         Margin  Determination  Date shall be the Applicable  Margin for Level I
         Status.
         "Application" is defined in Section  1.3 hereof.
         "Assignment Agreements" is defined in Section  11.10 hereof.
         "Authorized  Representative"  means those  persons shown on the list of
officers provided by the Company pursuant to Section 7.2(a) hereof or on
any update of any such list provided by the Company to the Agent, or any further
or different officer of the Company so named by any Authorized Representative of
the Company in a written notice to the Agent.
         "Borrowing"  means  the  total of Loans  of a single  type  made to the
Company by all the Lenders on a single date, and if such Loans are to be part of
a LIBOR Portion, for a single Interest Period.  Borrowings of Loans are made and
maintained  ratably from each of the Lenders  according to their  Percentages of
the applicable Commitments.
         "Business  Day" means any day other than a Saturday  or Sunday on which
banks are not  authorized  or required to close in Chicago,  Illinois  and, when
used with  respect to LIBOR  Portions,  a day on which banks are also dealing in
U.S. Dollar deposits or the relevant Alternative Currency in London, England and
Nassau,  Bahamas and if the applicable  Business Day relates to the borrowing or
payment of a LIBOR Portion  denominated  in an  Alternative  Currency,  on which
banks and  foreign  exchange  markets  are open for  business  in the city where
disbursements of or payments on such Portion are to be made.
         "Canadian Debt" means the  indebtedness of Anicom Canada arising from a
loan made by the Canadian Lender in an aggregate  principal  amount equal to the
U.S.  Dollar  equivalent of $35,000,000 to finance a like amount of the purchase
price payable by Anicom Canada for the Texcan Acquisition.
         "Canadian Dollar" means the lawful currency of Canada.
         "Canadian Lender" means a commercial bank in Canada.
         "Capital  Lease" means any lease of Property  which in accordance  with
GAAP is required to be capitalized on the balance sheet of the lessee.
         "Capitalized  Lease Obligation" means the amount of the liability shown
on the balance sheet of any Person in respect of a Capital  Lease  determined in
accordance with GAAP.
         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and any
successor statute thereto.
         "Company" is defined in the introductory paragraph hereof.
         "Compliance Certificate" is defined in Section  8.5 hereof.
         "Consolidated Net Income" means, for any period, the net income (or net
loss)  of the  Company  and its  Subsidiaries  for  such  period  computed  on a
consolidated  basis  in  accordance  with  GAAP,  including  without  limitation
interest income and, without limiting the foregoing,  after deduction from gross
income of all  expenses  and  reserves,  including  reserves for all taxes on or
measured by income,  but excluding any extraordinary  profits and also excluding
any taxes on such profits.
         "Controlled   Group"  means  all  members  of  a  controlled  group  of
corporations and all trades or businesses  (whether or not  incorporated)  under
common control which, together with the

                                      -23-

<PAGE>



Company  or any of its  Subsidiaries,  are  treated as a single  employer  under
         Section 414 of the Code.  "Convertible  Preferred  Stock" shall
         mean the Series  B Convertible Preferred Stock issued
by the Company on September  21, 1998.
         "Current Ratio" means, as of any time the same is to be determined, the
ratio  of  current  assets  of the  Company  and  its  Subsidiaries  to  current
liabilities  of  the  Company  and  its  Subsidiaries,  all as  determined  on a
consolidated  basis in accordance with GAAP  consistently  applied,  but, in any
event subject to the following restrictions and limitations:
                   (a) current  liabilities  for such purposes shall include all
         loans  outstanding  hereunder and under the Short-Term Credit Agreement
         which mature within one year of such date of determination;
                   (b) current  liabilities  for such purposes shall exclude all
         Special Post-Closing Acquisition Liabilities; and
                   (c)  current  assets  for such  purposes  shall  include  all
         prepaid  expenses.  "Debt to Earnings  Ratio" means, as of any time the
         same is to be determined, the ratio of
Total    Funded Debt at such time to EBITDA for the four fiscal  quarters of the
         Company  then  ended.  "Default"  means  any  event  or  condition  the
         occurrence of which would, with the passage
of time or the giving of notice, or both, constitute an Event of Default.
         "Deutsche Mark" means the lawful currency of the Federal Republic of
Germany.
         "Domestic Rate" means, for any day, the greater of (i)  the rate of
interest  announced by the Agent from time to time as its prime commercial rate,
as in effect on such day (it being  understood and agreed that such rate may not
be the Agent's best or lowest rate); and (ii) the sum of (x) the rate determined
by the Agent to be the  average  (rounded  upwards,  if  necessary,  to the next
higher 1/100 of 1%) of the rates per annum quoted to the Agent at  approximately
10:00 a.m.  (Chicago time) (or as soon thereafter as is practicable) on such day
(or, if such day is not a Business Day, on the  immediately  preceding  Business
Day) by two or more Federal funds brokers  selected by the Agent for the sale to
the Agent at face value of Federal funds in an amount equal or comparable to the
principal amount owed to the Agent for which such rate is being determined, plus
(y)  1/2 of 1%.
         "Domestic Rate Portions" is defined in Section  2.1(a) hereof.
         "EBIT" means, for any period, Consolidated Net Income for such period
plus all amounts deducted in arriving at such Consolidated Net Income amount for
such period for  Interest  Expense  and for  foreign,  federal,  state and local
income tax expense.
         "EBITDA"  means,  for any  period,  EBIT for such  period  plus (i) all
amounts  deducted in  arriving  at such EBIT in respect of all amounts  properly
charged for  depreciation of fixed assets and amortization of Capital Leases and
intangible  assets  during  such  period  on the  books of the  Company  and its
Subsidiaries  and (ii) (to the extent  such  period  includes  the third  fiscal
quarter of the fiscal year of the Company ended on or about December 31,
1998) all the Fiscal 1998  Charges  during such  period,  all as  determined  in
accordance with GAAP.
         "EMU" means economic and monetary union as contemplated in the Treaty 
on European Union.
         "EMU Commencement" means the date of commencement of the third stage of
EMU (which at the date hereof is expected to be on  January 1,  1999) or
the date on which  circumstances  arise which (in the opinion of the Agent) have
substantially the same effect and result in substantially the

                                      -24-



<PAGE>



same  consequences  as commencement of the third stage of EMU as contemplated by
the Treaty on European Union.
         "EMU Legislation"  means  legislative  measures of the European Council
for the  introduction  of,  changeover  to or  operation  of a single or unified
European currency (whether known as the "euro" or otherwise),  being in part the
implementation of the third stage of EMU.
         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, or any successor statute thereto.
         "Euro" means the single currency of Euro Members of the European Union.
         "Euro Member" means each state described as a "participating member 
state" in any EMU
Legislation.
         "Euro Unit" means the currency unit of the Euro.
         "Event of Default" means any event or condition identified as such in 
Section  9.1 hereof.
         "Existing Lenders" means Harris Trust and Savings Bank, The First 
National Bank of Chicago and LaSalle National Bank.
         "Existing  Credit  Agreement"  means the Credit  Agreement  dated as of
June  30, 1998, among the Company, Harris Trust and Savings Bank, as Agent
and the Existing Lenders, as amended and supplemented.
         "Fiscal 1998 Charges" means up to $5,158,000 of the charges taken by 
the  Companyagainst  its earnings in the third fiscal quarter of its fiscal year
ended on or about December 31, 1998 for the Company's costs (including  internal
costs)  related  to the  Texcan  Acquisition  (including  the  consolidation  of
redundant facilities).
         "French Franc" means the lawful currency of the Republic of France.
         "GAAP" means generally accepted accounting principles as in effect from
time to time,  applied by the Company and its Subsidiaries on a basis consistent
with the preparation of the Company's most recent financial statements furnished
to the Lenders pursuant to Section 6.5 hereof.
         "Guarantor"  means each  Material  Subsidiary  (other than,  subject to
Section 4.1,  Anicom  Canada) of the Company  that  executes and delivers to the
Agent a Guaranty Agreement.
         "Guaranty   Agreement"   means  each  guaranty  issued  by  a  Material
Subsidiary  (other than,  subject to Section 4.1,  Anicom Canada) to the
Agent guaranteeing all or any Obligations.
         "Indebtedness  for  Borrowed  Money"  means  for  any  Person  (without
duplication)  (i)  all  indebtedness  created,  assumed or incurred in any
manner by such Person  representing money borrowed (including by the issuance of
debt securities),  (ii)  all  indebtedness for the deferred purchase price
of property  or  services  (other  than trade  accounts  payable  arising in the
ordinary course of business which are not more than sixty (60) days past
due),  (iii)  all  indebtedness  secured by any Lien upon Property of such
Person,  whether or not such Person has assumed or become liable for the payment
of such  indebtedness,  (iv)  all  Capitalized  Lease  Obligations of such
Person and  (v) all  obligations  of such  Person on or with  respect to
letters of credit,  bankers'  acceptances and other extensions of credit whether
or not representing obligations for borrowed money.
         "Intangible Assets" means, as of any time the same is to be determined,
goodwill, patents, trademarks,  copyrights and franchises of the Company and its
Subsidiaries  (including,  without  limitation,  unamortized  debt  discount and
expense,  organization  costs and  deferred  research and  development  expense)
determined on a consolidated basis in accordance with GAAP.

                                      -25-

  
<PAGE>



         "Interest  Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease  Obligations  and all  amortization  of debt  discount and expense) of the
Company and its Subsidiaries for such period as computed on a consolidated basis
in accordance with GAAP.
         "Interest Period" means, with respect to any LIBOR Portion,  the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such LIBOR Portion and ending 1, 2, 3 or 6 months  thereafter as
selected by the Company in its notice as provided herein;  provided that, all of
the  foregoing  provisions  relating  to  Interest  Periods  are  subject to the
following:
                   (i) if any Interest Period would otherwise end on a day which
         is not a Business Day,  that  Interest  Period shall be extended to the
         next succeeding  Business Day, unless in the case of an Interest Period
         for a LIBOR Portion the result of such extension would be to carry such
         Interest  Period  into  another  calendar  month  in which  event  such
         Interest Period shall end on the immediately preceding Business Day;
                  (ii) no Interest  Period may extend beyond the final  maturity
         date of the relevant Notes;
                 (iii) the interest  rate to be  applicable  to each Portion for
         each  Interest  Period shall apply from and  including the first day of
         such Interest Period to but excluding the last day thereof; and
                  (iv) no Interest Period may be selected if after giving effect
         thereto  the  Company  will  be  unable  to  make a  principal  payment
         scheduled to be made during such Interest Period without paying part of
         a LIBOR  Portion  on a date  other  than the  last day of the  Interest
         Period applicable thereto.
For purposes of determining an Interest  Period, a month means a period starting
on one day in a calendar month and ending on a numerically  corresponding day in
the next calendar month, provided,  however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest  Period is to end, then such  Interest  Period shall end on
the last Business Day of such month.
         "Italian Lira" means the lawful currency of the Republic of Italy.
         "Lender"  means Harris Trust and Savings  Bank,  the other  signatories
hereto (other than the Company) and all other lenders  becoming  parties  hereto
pursuant to Section  11.10 hereof.
         "Letter of Credit" is defined in Section  1.3 hereof.
         "Leverage  Ratio" means,  as of any time the same is to be  determined,
the ratio of Total  Funded  Debt of the Company  and its  Subsidiaries  to Total
Capitalization  of the  Company and its  Subsidiaries,  all as  determined  on a
consolidated basis in accordance with GAAP.
         "Level  I Status" shall mean, for any Margin  Determination Date,
that as of the close of the quarterly  test period with  reference to which such
Margin  Determination  Date was set, the Pricing  Leverage Ratio is less than or
equal to 10%.
         "Level II Status" shall mean, for any Margin  Determination  Date, that
as of the close of the quarterly test period with reference to which such Margin
Determination  Date was set, the Pricing  Leverage Ratio is greater than 10% but
less than or equal to 20%.
         "Level III Status" shall mean, for any Margin Determination Date, that
as of the close of the

                                      -26-

  

<PAGE>



quarterly test period with reference to which such Margin Determination Date was
set,  the Pricing  Leverage  Ratio is greater than 20% but less than or equal to
30%.
         "Level IV Status" shall mean, for any Margin  Determination  Date, that
as of the close of the quarterly test period with reference to which such Margin
Determination Date was set, the Pricing Leverage Ratio is greater than 30%.
         "LIBOR Portions" means and includes LIBOR Portions,  unless the context
in which such term is used shall otherwise require.
         "LIBOR Portions" is defined in Section  2.1(a) hereof.
         "Lien" means any mortgage,  lien, security interest,  pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor  under  any  conditional  sale,  Capital  Lease or other  title
retention arrangement.
         "Loan  Documents"  means  this  Agreement,  the Notes,  the  Assignment
Agreements  and each other  instrument or document to be delivered  hereunder or
thereunder or otherwise in connection therewith.
         "Loans" is defined is Section  1.2 hereof.
         "Material  Subsidiary"  means any Subsidiary which has, as of the close
of any  completed  fiscal year of the  Company  (commencing  with the  Company's
fiscal year ending December 31, 1996), EBITDA for any such fiscal year (directly
and together with its subsidiaries) greater than 7% of the EBITDA of the Company
and its  Subsidiaries  for any  such  fiscal  year on a  consolidated  basis  in
accordance with GAAP.
         "Non-Material Subsidiary" means each Subsidiary other than a Material
Subsidiary.
         "Notes" is defined in Section  1.2 hereof.
         "Obligations" means all obligations of the Company to pay principal and
interest  on  the  Loans,  all   reimbursement   obligations   owing  under  the
Applications,  all fees and charges  payable  hereunder,  and all other  payment
obligations of the Company arising under or in relation to any Loan Document, in
each case  whether now  existing  or  hereafter  arising,  due or to become due,
direct or indirect,  absolute or contingent,  and howsoever  evidenced,  held or
acquired.
         "Original Dollar Amount" means at any time the same is to be determined
(x) in  relation  to any LIBOR  Portion  denominated  in an  Alternative
Currency,  the U.S.  Dollar  Equivalent  of such Portion on the first day of the
Interest Period then applicable  thereto (the day on which such Portion was most
recently  created,  continued  or effected  by  conversion)  and  (y) in
relation to any other Portion, the amount thereof in U.S. Dollars.
         "Overnight  Foreign Currency Rate" shall mean for any amount payable in
a currency other than U.S. Dollars, the rate of interest per annum as determined
by the Agent (rounded  upwards,  if necessary,  to the nearest whole multiple of
one-sixteenth  of one  percent  (1/16  of 1%)) at  which  overnight  or  weekend
deposits of the appropriate currency (or, if such amount due remains unpaid more
than three  Business  Days,  then for such  period of time not  longer  than six
months as the  Agent  may elect in its  absolute  discretion)  for  delivery  in
immediately  available  and freely  transferable  funds  would be offered by the
Agent to major banks in the  interbank  market upon  request of such major banks
for the applicable period as determined above and in an amount comparable to the
unpaid  principal  amount of the  related  Loan (or, if the Agent is not placing
deposits in such  currency in the  interbank  market,  then the Agent's  cost of
funds in such currency for such period).

                                                    

                                      -27-

 

<PAGE>



         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any Person
succeeding to any or all of its functions under ERISA.
         "Percentage"  means,  for each Lender,  the percentage of the Revolving
Credit Commitments  represented by such Lender's Revolving Credit Commitment or,
if the Revolving Credit Commitments have been terminated, the percentage held by
such  Lender  (including  through  participation  interest  in Letters of Credit
pursuant to Section  1.3 hereof) of the aggregate  principal amount of all
outstanding Obligations.
         "Person" means an individual,  partnership,  corporation,  association,
trust,   unincorporated  organization  or  any  other  entity  or  organization,
including a government or agency or political subdivision thereof.
         "Plan"  means any  employee  pension  benefit plan covered by Title<-1-
32>IV of ERISA or subject to the minimum  funding  standards  under  Section<-1-
32>412 of the Code  that  either  (i) is  maintained  by a member of the
Controlled Group for employees of a member of the Controlled  Group, or (ii)<-1-
32>is  maintained  pursuant to a  collective  bargaining  agreement or any other
arrangement under which more than one employer makes  contributions and to which
a member of the  Controlled  Group is then making or accruing an  obligation  to
make   contributions   or  has  within  the  preceding   five  plan  years  made
contributions.
         "Pledge Agreement" means that certain Pledge Agreement dated as of even
date herewith between the Company and the Agent.
         "Portion" is defined in Section  2.1(a) hereof.
         "Pounds Sterling" means the lawful currency of the United Kingdom.
         "Pricing  Leverage  Ratio"  means,  as of any  time  the  same is to be
determined,  the  ratio of Total  Funded  Debt to  Total  Capitalization  of the
Company and its  Subsidiaries,  all as  determined  on a  consolidated  basis in
accordance with GAAP.
         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.
         "Put/Call  Agreement" means any contract whereby the Company  obligates
itself to purchase the Canadian Debt from the Canadian Lender.
         "Reimbursement Obligation" is defined in Section  1.4(c) hereof.
         "Required Lenders" means, as of the date of determinations thereof, 

those Lenders holding at least 66-2/3% of the Revolving  Credit  Commitments or,
in the event that no Revolving  Credit  Commitments are  outstanding  hereunder,
holding at least 66-2/3% in aggregate  principal  amount of the Loans and credit
risk on the Letters of Credit outstanding hereunder.
         "Revolving Credit" is defined in Section  1.1 hereof.
         "Revolving Credit  Commitments" means the commitments of the Lenders to
extend credit under the Revolving Credit in the amounts set forth opposite their
signatures hereto under the heading  "Revolving Credit  Commitment" and opposite
their  signatures on Assignment  Agreements  delivered  pursuant to  Section 
11.10 hereof under the heading "Revolving Credit Commitment", as such amounts
may be reduced pursuant hereto.
         "Revolving Credit Note" is defined in Section  1.2 hereof.
         "Revolving Credit Termination Date" means June  30, 2001, or such
earlier date on which the Revolving  Credit  Commitments are terminated in whole
pursuant to Section  3.3, 9.2 or 9.3

                                      -28-

 

<PAGE>



hereof,  or such later date to which the Revolving  Credit  Termination  Date is
extended pursuant to Section  1.5 hereof.
         "Shareholders'  Equity"  means,  as  of  any  time  the  same  is to be
determined,  the sum (without  duplication) of (i) shareholders'  equity
(including all capital stock,  additional  paid-in-capital and retained earnings
after  deducting   treasury   stock,   but  excluding   minority   interests  in
subsidiaries)  which would  appear on the  balance  sheet of the Company and its
Subsidiaries  plus (to the extent not  included  in such  Shareholders'  Equity)
(ii)  the Convertible Preferred Stock, all as determined on a consolidated
basis in accordance with GAAP.
         "SEC" means the Securities and Exchange Commission or any successor 
agency thereto.
         "Short-Term Credit Agreement" means that certain ShortTerm Credit
Agreement  dated as of even date  herewith  among the Company,  Harris Trust and
Savings Bank,  individually  and as agent,  The First  National Bank of Chicago,
LaSalle  National Bank, Bank of America  National Trust and Savings  Association
and  the  other  lenders  from  time to  time  party  thereto,  as  amended  and
supplemented from time to time.
         "Special  Post-Closing  Acquisition  Liabilities" means as of any time,
those  liabilities  established by the Company after making an Acquisition which
survive such Acquisition  associated with the Property or Person so acquired, or
the employees of such Person,  to the extent  (i) such  liabilities  are
reflected  as a current  liability  in  accordance  with GAAP on a  consolidated
balance sheet of the Company and its  Subsidiaries,  (ii)  the creation of
such  liabilities  is offset by a concurrent  debit of like amount in accordance
with GAAP to the  goodwill  of the Company and its  Subsidiaries  and  (iii) 
such liabilities have been reasonably described in the most recent Compliance
Certificate submitted to the Agent.
         "Subordinated  Indebtedness"  means,  as of any  time the same is to be
determined,  indebtedness of the Company or any Subsidiary subordinated in right
of payment to the  Obligations,  pursuant to documentation  containing  interest
rates, payment terms, maturities,  amortization schedules,  covenants, defaults,
remedies,  subordination  provisions  and  other  material  terms  in  form  and
substance satisfactory to the Lenders. The Lenders further acknowledge and agree
that  subordination  provisions  in the form or  substantially  the form annexed
hereto as Exhibit  D constitute  subordination  provisions satisfactory in
form and substance to the Lenders.
         "Subsidiary" means any corporation or other Person more than 50% of the
outstanding  ordinary voting shares or other equity interests of which is at the
time  directly  or  indirectly  owned  by the  Company,  by one or  more  of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.
         "Tangible  Net  Worth"  means,  as  of  any  time  the  same  is  to be
determined, Shareholders' Equity less the sum of (i)  all notes receivable
from  officers and  employees of the Company and its  Subsidiaries  and (ii) 
Intangible Assets.
         "Texcan"   means,   collectively,   Texcan   Cables,   Inc.,  a  Nevada
corporation, Texcan Cables International,  Inc., a Nevada corporation and Texcan
Cables Limited, a Canadian corporation.
         "Texcan  Acquisition" means the acquisition of all or substantially all
of the assets of Texcan by Anicom Canada on September 21,  1998 pursuant
to that certain Asset Purchase  Agreement dated as of September 21, 1998
between the Company, Anicom Canada and Texcan.
         "Total Capitalization" means the sum of Total Funded Debt and
Shareholders' Equity.

                                      -29-


<PAGE>



         "Total  Funded Debt" means,  at any time the same is to be  determined,
the  aggregate of all  Indebtedness  for  Borrowed  Money of the Company and its
Subsidiaries at such time, plus all Indebtedness for Borrowed Money of any other
Person which is directly or  indirectly  guaranteed by the Company or any of its
Subsidiaries  or  which  the  Company  or  any of its  Subsidiaries  has  agreed
(contingently  or otherwise)  to purchase or otherwise  acquire or in respect of
which the Company or any of its  Subsidiaries  has otherwise  assured a creditor
against loss.
         "Treaty on European Union" means the Treaty of Rome of March  25,
1957, as amended by the Single  European Act of 1986 and the  Maastricht  Treaty
(which was signed at Maastricht on February 7, 1992, and came into force
on November  1, 1993, as amended from time to time).
         "Unfunded  Vested  Liabilities"  means,  for any Plan at any time,  the
amount (if any) by which the present value of all vested nonforfeitable  accrued
benefits  under  such Plan  exceeds  the fair  market  value of all Plan  assets
allocable to such benefits,  all determined as of the then most recent valuation
date for such  Plan,  but only to the  extent  that  such  excess  represents  a
potential  liability of a member of the Controlled Group to the PBGC or the Plan
under Title  IV of ERISA.
         "Unused  Revolving  Credit   Commitments"   means,  at  any  time,  the
difference  between  the  Revolving  Credit  Commitments  then in effect and the
aggregate outstanding Original Dollar Amount of Loans and Letters of Credit.
         "U.S. Dollars" and "$" means the lawful currency of the United States
of America.
         "U.S. Dollar Equivalent" means the amount of U.S. Dollars which would 
be realized by converting an Alternative  Currency into U.S. Dollars in the spot
market at the exchange  rate quoted by the Agent,  at  approximately  11:00 a.m.
(London time) two Business Days prior to the date on which a computation thereof
is required to be made, to major banks in the interbank  foreign exchange market
for the purchase of U.S. Dollars for such Alternative Currency.
         "Welfare  Plan"  means a "welfare  plan" as defined in Section  3(1) of
ERISA.
         "Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity  interests  are owned by the Company  and/or
one or more Wholly-Owned Subsidiaries within the meaning of this definition.
         "Year 2000 Problem" means any significant risk that computer  hardware,
software,  or equipment containing embedded microchips essential to the business
or operations of the Company or any of the Subsidiaries will not, in the case of
dates or time periods  occurring after  December 31,  1999,  function at
least as  efficiently  and  reliably  as in the  case of  times or time  periods
occurring before  January  1, 2000,  including the making of accurate leap
year calculations.
  Section 5.2.  Interpretation.  The foregoing  definitions  are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof",  "herein",  and "hereunder" and words of like import when used in this
Agreement  shall refer to this  Agreement  as a whole and not to any  particular
provision of this Agreement. All references to time of day herein are references
to Chicago,  Illinois time unless  otherwise  specifically  provided.  Where the
character  or amount of any asset or  liability  or item of income or expense is
required to be determined or any  consolidation or other accounting  computation
is required to be made for the purposes of this  Agreement,  it shall be done in
accordance  with GAAP except where such  principles  are  inconsistent  with the
specific provisions of this Agreement.

                                      -30-

 

<PAGE>



                     SECTION  6.      Representations and Warranties.
         The Company represents and warrants to the Agent and the Lenders as 
follows:
  Section 6.1.  Organization  and  Qualification.  The  Company  is duly
organized, validly existing and in good standing as a corporation under the laws
of the  State of  Delaware,  has full and  adequate  corporate  power to own its
Property  and conduct its  business as now  conducted,  and is duly  licensed or
qualified and in good standing in each  jurisdiction  in which the nature of the
business  conducted  by it or the nature of the  Property  owned or leased by it
requires such licensing or qualifying.
  Section  6.2.  Subsidiaries.  Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the  jurisdiction in which it is
incorporated  or organized,  as the case may be, has full and adequate  power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified  and in good standing in each  jurisdiction  in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or  qualifying,  except where the failure to obtain such
authorization,  license or qualification  would not result in a material adverse
change in the business, financial condition or Properties of the Company and its
Subsidiaries.   Schedule 6.2  hereto  identifies  each  Subsidiary,  the
jurisdiction  of its  incorporation  or  organization,  as the case may be,  the
percentage of issued and  outstanding  shares of each class of its capital stock
or other equity interests owned by the Company and the Subsidiaries and, if such
percentage is not 100% (excluding  directors'  qualifying  shares as required by
law), a  description  of each class of its  authorized  capital  stock and other
equity  interests and the number of shares of each class issued and outstanding.
All of the  outstanding  shares of capital  stock and other equity  interests of
each   Subsidiary  are  validly  issued  and  outstanding  and  fully  paid  and
nonassessable  and all such  shares  and other  equity  interests  indicated  on
Schedule 6.2  as  owned  by  the  Company  or a  Subsidiary  are  owned,
beneficially and of record,  by the Company or such Subsidiary free and clear of
all Liens.  There are no  outstanding  commitments  or other  obligations of any
Subsidiary to issue,  and no options,  warrants or other rights of any Person to
acquire,  any shares of any class of capital stock or other equity  interests of
any Subsidiary.  Each  Subsidiary  that is a Material  Subsidiary is so noted on
Schedule  6.2 hereto.  Each  Material  Subsidiary  is a Guarantor  except to the
extent  Section 4.1 or Section  8.1(b)  hereof does not yet require such
Subsidiary to be a Guarantor.
  Section  6.3.  Corporate Authority and Validity of Obligations. 
(a)The Company has full right and authority to enter into this Agreement and the
other Loan Documents,  to make the borrowings  herein provided for, to issue its
Notes in evidence thereof,  and to perform all of its obligations  hereunder and
under the other Loan Documents. The Loan Documents delivered by the Company have
been duly authorized, executed and delivered by the Company and constitute valid
and binding  obligations  of the Company  enforceable  in accordance  with their
terms  except  as  enforceability  may be  limited  by  bankruptcy,  insolvency,
fraudulent  conveyance or similar laws affecting creditors' rights generally and
general  principles of equity  (regardless  of whether the  application  of such
principles  is  considered  in a  proceeding  in  equity  or at  law);  and this
Agreement  and the other Loan  Documents  do not,  nor does the  performance  or
observance  by the Company of any of the  matters  and things  herein or therein
provided  for,  contravene or constitute a default under any provision of law or
any judgment, injunction, order or decree binding upon the Company or any

                                      -31-


<PAGE>



provision of the charter, articles of incorporation or by-laws of the Company or
any  covenant,  indenture or agreement of or affecting the Company or any of its
Properties,  or result in the creation or imposition of any Lien on any Property
of the Company.
         (b)  Guarantors.  Each  Guarantor has full right and authority to enter
into any Loan  Documents it has  executed and to perform all of its  obligations
thereunder.  The Loan  Documents  delivered  by each  Guarantor  have  been duly
authorized,  executed and delivered by such Guarantor and  constitute  valid and
binding obligations of such Guarantor enforceable in accordance with their terms
except as enforceability  may be limited by bankruptcy,  insolvency,  fraudulent
conveyance or similar laws  affecting  creditors'  rights  generally and general
principles of equity  (regardless of whether the  application of such principles
is considered in a proceeding in equity or at law);  and such Loan  Documents do
not, nor does the  performance  or  observance  by such  Guarantor of any of the
matters and things herein or therein  provided  for,  contravene or constitute a
default under any provision of law or any judgment,  injunction, order or decree
binding  upon the Company or any  Guarantor  or any  provision  of the  charter,
articles  of  incorporation  or by-laws of the Company or any  Guarantor  or any
covenant, indenture or agreement of or affecting the Company or any Guarantor or
any of their Properties,  or result in the creation or imposition of any Lien on
any Property of the Company or any Guarantor.
  Section 6.4. Use of Proceeds;  Margin Stock. The Company shall use the
proceeds of the Loans and other  extensions of credit made  available  hereunder
solely for its general  working  capital  purposes  and for such other legal and
proper purposes as are consistent with all applicable laws.  Neither the Company
nor any  Subsidiary  is  engaged in the  business  of  extending  credit for the
purpose  of  purchasing  or  carrying   margin  stock  (within  the  meaning  of
Regulation U of the Board of Governors of the Federal  Reserve  System),
and no part of the  proceeds of any Loan or any other  extension  of credit made
hereunder  will be used to purchase or carry any such margin  stock or to extend
credit to others for the  purpose of  purchasing  or  carrying  any such  margin
stock.
  Section  6.5.  Financial Reports.  The consolidated balance sheet of the
Company and its  Subsidiaries  as at December 31,  1997, and the related
consolidated  statements  of  income,  retained  earnings  and cash flows of the
Company and its  Subsidiaries  for the fiscal year then ended,  and accompanying
notes thereto, which financial statements are accompanied by the audit report of
PricewaterhouseCoopers  LLP,  independent public accountants,  and the unaudited
interim  consolidated  balance sheet of the Company and its  Subsidiaries  as at
June  30, 1998, and the related consolidated statements of income and cash
flows of the Company and its  Subsidiaries  for the six (6) months  then
ended,  heretofore  furnished to the Lenders,  fairly  present the  consolidated
financial condition of the Company and its Subsidiaries as at said dates and the
consolidated  results of their  operations  and cash flows for the periods  then
ended in conformity with generally accepted  accounting  principles applied on a
consistent  basis.  Neither  the  Company  nor  any  Subsidiary  has  contingent
liabilities  which are material to it other than as indicated on such  financial
statements  or, with  respect to future  periods,  on the  financial  statements
furnished pursuant to Section  8.5 hereof.
  Section 6.6. No Material Adverse Change.  Since June  30,  1998,
there has been no change in the  condition  (financial or otherwise) or business
prospects  of the  Company  or any  Subsidiary  except  those  occurring  in the
ordinary course of business, none of which individually or in the aggregate have
been materially adverse.

                                      -32-



<PAGE>



  Section  6.7. Full Disclosure.  The statements and information furnished
to the Lenders in  connection  with the  negotiation  of this  Agreement and the
other Loan  Documents and the  commitments by the Lenders to provide all or part
of the financing  contemplated  hereby do not contain any untrue statements of a
material fact or omit a material fact necessary to make the material  statements
contained herein or therein not misleading, the Lenders acknowledging that as to
any projections  furnished to Lenders, the Company only represents that the same
were prepared on the basis of information and estimates the Company  believed to
be reasonable.
  Section 6.8.  Good Title. The Company and its  Subsidiaries  each have
good and  defensible  title to their  assets  as  reflected  on the most  recent
consolidated balance sheet of the Company and its Subsidiaries  furnished to the
Lenders  (except for sales of assets by the Company and its  Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as are
permitted by Section  8.12 hereof.
  Section  6.9. Litigation and Other Controversies. There is no litigation
or governmental proceeding or labor controversy pending, nor to the knowledge of
the Company threatened, against the Company or any Subsidiary which if adversely
determined would (a)  impair the validity or enforceability  of, or impair
the ability of the Company to perform its obligations  under,  this Agreement or
any other Loan Document or (b) result in any material  adverse change in
the financial  condition,  Properties,  business or operations of the Company or
any Subsidiary.
 Section  6.10. Taxes. All tax returns required to be filed by the Company
or any Subsidiary in any jurisdiction  have, in fact, been filed, and all taxes,
assessments,  fees  and  other  governmental  charges  upon the  Company  or any
Subsidiary or upon any of their  respective  Properties,  income or  franchises,
which are shown to be due and  payable  in such  returns,  have been  paid.  The
Company does not know of any proposed  additional tax  assessment  against it or
its  Subsidiaries  for which adequate  provision in accordance with GAAP has not
been made on its accounts. Adequate provisions in accordance with GAAP for taxes
on the  books of the  Company  and each  Subsidiary  have been made for all open
years, and for its current fiscal period.
 Section 6.11.   Approvals.  No  authorization,   consent,  license,  or
exemption  from,  or  filing or  registration  with,  any court or  governmental
department,  agency or  instrumentality,  nor any  approval  or  consent  of the
stockholders of the Company or any other Person,  is or will be necessary to the
valid execution, delivery or performance by the Company of this Agreement or any
other Loan Document.
 Section 6.12.  Affiliate  Transactions.  Neither  the  Company  nor any
Subsidiary is a party to any contracts or agreements  with any of its Affiliates
(other than with  Wholly-Owned  Subsidiaries)  on terms and conditions which are
less  favorable  to the  Company  or such  Subsidiary  than  would be usual  and
customary in similar contracts or agreements between Persons not affiliated with
each other;  provided that the foregoing shall not be deemed to apply to (i) 
the  Put/Call  Agreement or any other  contracts or  agreements  entered into
pursuant to the Put/Call  Agreement  and (ii) (if the Canadian Debt is purchased
by an Affiliate of the Company) the contracts and  agreements  constituting  the
Canadian Debt.

 Section  6.13. Investment Company; Public Utility Holding Company.  Neither the
Company 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, or a "public

                                      -33-

 

<PAGE>



utility  holding  company"  within the  meaning of the  Public  Utility  Holding
Company Act of 1935, as amended.
 Section  6.14. ERISA. The Company and each other member of its Controlled
Group has fulfilled its obligations  under the minimum funding  standards of and
is in compliance in all material  respects with ERISA and the Code to the extent
applicable  to it and has not incurred any liability to the PBGC or a Plan under
Title IV of ERISA other than a liability to the PBGC for premiums  under
Section 4007 of ERISA.  Neither the Company nor any  Subsidiary  has any
contingent  liabilities  with respect to any  post-retirement  benefits  under a
Welfare  Plan,  other than  liability  for  continuation  coverage  described in
article  6 of Title  I of ERISA.
 Section 6.15.  Compliance  with  Laws.  The  Company  and  each  of its
Subsidiaries are in compliance with the  requirements of all federal,  state and
local  laws,  rules  and  regulations  applicable  to  or  pertaining  to  their
Properties  or  business  operations   (including,   without   limitation,   the
Occupational  Safety and Health Act of 1970, the Americans with Disabilities Act
of 1990, and laws and regulations  establishing  quality  criteria and standards
for  air,  water,   land  and  toxic  or  hazardous   wastes  and   substances),
non-compliance  with which could have a material adverse effect on the financial
condition,  Properties, business or operations of the Company or any Subsidiary.
Neither the Company nor any  Subsidiary  has received  notice to the effect that
its operations are not in compliance with any of the  requirements of applicable
federal,   state  or  local  environmental,   health  and  safety  statutes  and
regulations  or are the  subject of any  governmental  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 have a material adverse effect on the financial condition,
Properties, business or operations of the Company or any Subsidiary.
 Section  6.16.  Other Agreements.  Neither the Company nor any Subsidiary
is in default  under the terms of any  covenant,  indenture  or  agreement of or
affecting the Company, any Subsidiary or any of their Properties,  which default
if uncured  would have a material  adverse  effect on the  financial  condition,
Properties, business or operations of the Company or any Subsidiary.
  Section  6.17.    No Default.  No Default or Event of Default has occurred and
is continuing.
  Section  6.18.   Year  2000 Compliance.  The Company and its Subsidiaries hav
conducted a comprehensive review and assessment of their computer  applications,
and have made such  inquiry  of their  respective  material  suppliers,  service
vendors  (including  data  processors)  and customers as the Company or relevant
Subsidiary (as the case may be) deem appropriate,  with respect to any defect in
computer software, data bases, hardware, controls and peripherals related to the
occurrence  of the year 2000 or the use of any date after  December 31, 1999, in
connection therewith. Based on the foregoing review, assessment and inquiry, the
Company  believes  that no such defect  could  reasonably  be expected to have a
material  adverse  effect on the financial  condition,  Properties,  business or
operations of the Company and its Subsidiaries taken as a whole.
                     SECTION  7.      Conditions Precedent.
         The obligation of the Lenders to make any Loan or of the Agent to issue
any Letter of Credit under this Agreement is subject to the following conditions
precedent:
  Section  7.1.    All Advances.  As of the time of the making of each extension
of credit (including the initial extension of credit) hereunder:

 

                                     -34-

 

<PAGE>



                   (a) each of the  representations  and warranties set forth in
         Section 6 hereof and in the other Loan Documents  shall be true
         and  correct as of such time,  except to the extent the same  expressly
         relate to an earlier date;
                   (b) the Company shall be in full  compliance  with all of the
         terms and conditions of this Agreement and of the other Loan Documents,
         and  no  Default  or  Event  of  Default  shall  have  occurred  and be
         continuing  or would  occur as a result of  making  such  extension  of
         credit;
                   (c) after giving effect to such extension of credit,  (i)<-1-
         32>neither  the aggregate  Original  Dollar Amount nor the U.S.  Dollar
         Equivalent  of all Loans  under the  Revolving  Credit  and  Letters of
         Credit  outstanding  under this  Agreement  shall exceed the  Revolving
         Credit  Commitments  then  in  effect  and  (ii) the  aggregate
         Original  Dollar  Amount  of  all  Loans   denominated  in  Alternative
         Currencies shall not exceed $15,000,000;
                   (d) in the case of the issuance of any Letter of Credit,  the
         Agent shall have  received a properly  completed  Application  therefor
         together with the fees called for hereby; and
                   (e) such  extension  of credit  shall not  violate any order,
         judgment or decree of any court or other  authority or any provision of
         law or  regulation  applicable  to the Agent or any Lender  (including,
         without  limitation,  Regulation U of the Board of Governors of
         the Federal Reserve System) as then in effect.
The  Company's  request for any Loan or Letter of Credit  shall  constitute  its
warranty as to the facts specified in  subsections (a) through (d), both
inclusive, above.
  Section  7.2.  Initial  Advance.  At or prior  to  the  making of the  initial
extension of credit  hereunder,  the following  conditions  precedent shall also
have been satisfied:
                   (a) the Agent  shall  have  received  the  following  for the
         account of the Lenders (each to be properly executed and completed) and
         the same  shall  have been  approved  as to form and  substance  by the
         Agent:
                            (i)     the Notes;
                           (ii)     the Guaranty Agreements;
                          (iii)  copies  (executed  or  certified,   as  may  be
                  appropriate)  of all legal  documents or proceedings  taken in
                  connection  with the execution and delivery of this  Agreement
                  and the other  Loan  Documents  to the extent the Agent or its
                  counsel may reasonably request; and
                           (iv) an incumbency  certificate  containing the name,
                  title  and  genuine   signatures  of  each  of  the  Company's
                  Authorized Representatives.
                   (b) the Agent shall have  received  the initial fees (if any)
                   called for hereby;  (c) each Lender shall have  received such
                   certifications as it may require in order
         to satisfy itself as to the financial condition of the Company and its
         Subsidiaries, and the lack of material contingent liabilities of the
         Company and its Subsidiaries;
                   (d) legal  matters  incident to the execution and delivery of
         this  Agreement and the other Loan  Documents  and to the  transactions
         contemplated  hereby  shall  be  satisfactory  to each  Lender  and its
         counsel;  and the Agent  shall  have  received  for the  account of the
         Lenders  the  written  opinion of counsel  for the  Company in form and
         substance satisfactory

                                      -35-


<PAGE>



         to the Lender and its counsel; and
                   (e) the Agent  shall  have  received  for the  account of the
         Lenders such other agreements, instruments, documents, certificates and
         opinions as the Agent or the Lenders may reasonably request.
  Section 7.3.  Termination of Existing  Credit  Agreement.  Each of the
Company and the Existing  Lenders  consent to the  termination of the "Revolving
Credit  Commitments"  under the Existing Credit Agreement  effective on the date
the  conditions   set  forth  in   Section 7.2  hereof  are  satisfied,
notwithstanding  the  notice  requirements  for such  termination  set  forth in
Section 3.3  of the  Existing  Credit  Agreement.  The  Existing  Credit
Agreement shall terminate and all amounts payable thereunder,  including accrued
and unpaid  facility fees payable under  Section 3.1  thereof,  shall be
payable,  and the facility fee payable  under  Section 3.1  hereof shall
begin to accrue,  on the date that this  Agreement  has been executed by all the
parties hereto and the  conditions  set forth in Section 7.2 hereof have
been satisfied.

  Section 7.4. November 19 as Earliest Effective Date. Notwithstanding  anything
herein to the contrary,  this  Agreement  shall not in any event take effect any
earlier than November 19, 1998.

SECTION  8.      Covenants.
         The Company  agrees  that,  so long as any credit is available to or in
use by the Company  hereunder,  except to the extent  compliance  in any case or
cases is waived in writing by the Required Lenders:
  Section  8.1. Corporate Existence;  Subsidiaries. (a) The Company shall,
and shall  cause  each  Subsidiary  to,  preserve  and  maintain  its  corporate
existence.  The Company will  preserve  and keep in force and effect,  and cause
each Subsidiary to preserve and keep in force and effect, all licenses,  permits
and franchises necessary to the proper conduct of its business.  Notwithstanding
anything  contained  herein to the  contrary,  so long as no Default or Event of
Default  has  occurred  and  is   continuing,   the  Company  may  dissolve  any
Non-Material  Subsidiary  so long as such  dissolution  would  not  result  in a
material  adverse change in the business,  financial  condition or Properties of
the Company and its Subsidiaries or impair the rights or benefits of the Lenders
under the Loan Documents.
         (b) The  Company  shall cause each  Material  Subsidiary  (other  than,
subject  to  Section 4.1,  Anicom  Canada),  whether  now  or  hereafter
existing,  to  furnish  the Agent  (i) a  Guaranty  Agreement  from such
Material  Subsidiary in the form or substantially in the form attached hereto as
Exhibit E hereto or in such  other  form as is  reasonably  satisfactory  to the
Agent  and  the  Required  Lenders  as  to  form  and  substance,  and  (ii)<-1-
32>documentation  acceptable  to the Agent  similar to in form and scope to that
described in Sections  7.2(a)(ii), 7.2(a)(iii), 7.2(a)(iv), 7.2(c), 7.2(d)
and 7.2(e) but relating to such Guarantor and its Guaranty Agreement.
  Section 8.2.  Maintenance  of  Properties.  The Company will maintain,
preserve and keep its  Properties  in good repair,  working  order and condition
(ordinary  wear and tear  excepted)  and will from time to time make all needful
and proper repairs, renewals, replacements, additions and betterments thereto so
that  at  all  times  the  efficiency  thereof  shall  be  fully  preserved  and
maintained, and will cause each Subsidiary to do so in respect of Property owned
or used by it.
  Section  8.3.    Taxes and Assessments.  The Company will duly pay and 
discharge, and will cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees and governmental

                                      -36-

 

<PAGE>



charges  upon or  against  it or its  Properties,  in each case  before the same
become delinquent and before penalties accrue thereon,  unless and to the extent
that the same are being  contested in good faith and by appropriate  proceedings
which prevent  enforcement of the matter under contest and adequate reserves are
provided therefor.
  Section  8.4.  Insurance.  The Company will insure and keep insured, and
will cause each Subsidiary to insure and keep insured, with good and responsible
insurance companies,  all insurable Property owned by it which is of a character
usually  insured by Persons  similarly  situated and operating  like  Properties
against loss or damage from such hazards and risks, and in such amounts,  as are
insured by Persons  similarly  situated and operating like  Properties;  and the
Company will insure, and cause each Subsidiary to insure, such other hazards and
risks   (including   employers'  and  public  liability  risks)  with  good  and
responsible  insurance companies as and to the extent usually insured by Persons
similarly  situated and  conducting  similar  businesses.  The Company will upon
request  of the Agent and any  Lender  furnish a  certificate  setting  forth in
summary form the nature and extent of the insurance  maintained pursuant to this
Section.
  Section 8.5.  Financial Reports.  (a) The Company will, and will cause
each  Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and  will  furnish  to the  Agent,  each  Lender  and  each of  their  duly
authorized   representatives  such  information   respecting  the  business  and
financial  condition  of the Company and its  Subsidiaries  as the Agent or such
Lender may  reasonably  request;  and without any  request,  will furnish to the
Lenders:
                   (i) within 50 days  after the end of each of the first  three
         quarterly  fiscal periods of the Company,  a copy of the Company's Form
         10-Q Report filed with the SEC;
                  (ii)  within 120 days after the end of each fiscal year of the
         Company,  a copy of the Company's  Form 10-K Report filed with the SEC,
         including  a copy of the annual  audit  report of the  Company  and the
         Subsidiaries  for such year  with  accompanying  financial  statements,
         prepared by the Company and certified by PricewaterhouseCoopers  LLP or
         any  other  independent  public  accountants  of  recognized   national
         standing  selected  by the  Company and  satisfactory  to the  Required
         Lenders, in accordance with GAAP;
                 (iii) not later than 10 days after the receipt thereof,  a copy
         of any final management letters on internal accounting controls for the
         Company  or  any  Subsidiary   prepared  by  its   independent   public
         accountants;
                  (iv) promptly after sending or filing  thereof,  copies of all
         proxy  statements,  financial  statements and reports which the Company
         sends to its  shareholders,  and copies of all other regular,  periodic
         and special reports and all  registration  statements which the Company
         files  with the SEC or any  successor  thereto,  or with  any  national
         securities exchange;
                   (v) promptly after  knowledge  thereof shall have come to the
         attention of any responsible officer of the Company,  written notice of
         any  threatened  or pending  litigation or  governmental  proceeding or
         labor  controversy  against the  Company or any  Subsidiary  which,  if
         adversely  determined,   would  materially  and  adversely  effect  the
         financial condition,  Properties, business or operations of the Company
         or any  Subsidiary  or of the  occurrence  of any  Default  or Event of
         Default hereunder; and
                  (vi)     as soon as possible and in any event within 10 day
        after the date on which

                                      -37-

 
<PAGE>



         (X)  a  Non-Material  Subsidiary  becomes a Material  Subsidiary,
         (Y)  the  Company or any  Subsidiary  establishes or acquires any
         Subsidiary  or (Z) any  Subsidiary  is  dissolved  or otherwise
         merged out of  existence,  the  Company  shall  furnish  the Lenders an
         updated  Schedule  6.2  reflecting  such  event.  (b) In the  event the
         Company is no longer required to file Form 10-Q and 10-K Reports
with the SEC, the Company  need not furnish  such  Reports to the  Lenders,  but
shall  nonetheless  provide  the  Lenders the  financial  statements  previously
contained in such Reports by the times required by  subsections  (a)(i) and (ii)
above.
         (c) Each of the financial  statements furnished to the Lenders pursuant
to  clauses (a) or (b) of this Section shall be accompanied by a written
certificate  in the form attached  hereto as Exhibit B (the  "Compliance
Certificate") signed by the chief financial officer of the Company to the effect
that to the best of the  chief  financial  officer's  knowledge  and  belief  no
Default  or Event of Default  has  occurred  during  the period  covered by such
statements or, if any such Default or Event of Default has occurred  during such
period,  setting  forth a  description  of such  Default or Event of Default and
specifying  the action,  if any,  taken by the Company to remedy the same.  Such
certificate shall also set forth the calculations  supporting such statements in
respect of  Sections 8.6,  8.7, 8.8, 8.9 and 8.10 of this  Agreement and
identify the Special  Post-Closing  Acquisition  Liabilities  then  reflected in
computing compliance with such Section  8.6.
         (d) Solely for the purposes of  determining  the  Company's  compliance
with the Existing Credit Agreement at the end of the third fiscal quarter of the
Company ended  September 30,  1998,  the Company's  compliance  with the
Existing  Credit  Agreement  during such period  shall be  determined  as if all
references  in the  Existing  Credit  Agreement  to the Fiscal 1997  Charges (as
identified and defined  therein)  included not only such Fiscal 1997 Charges but
also the Fiscal 1998 Charges identified and defined in this Agreement.
  Section  8.6.    Current Ratio.  The Company will at all times maintain a 
Current Ratio of not less than 1.40 to 1.00.
  Section  8.7.  Interest Coverage Ratio. The Company will, as of the last
day of each fiscal  quarter of the Company,  maintain  the ratio (the  "Interest
Coverage  Ratio") of EBIT for the four fiscal quarters of the Company then ended
to Interest  Expense for the same four  fiscal  quarters  then ended of not less
than  2.0 to  1.0;  provided,  however,  that  if an  Acquisition  permitted  by
Section 8.14 hereof occurs at any time during such period,  the Interest
Coverage  Ratio shall be calculated on a pro forma basis to include the EBIT and
Interest Expense of the Person or assets so acquired for the entire period as if
such  Acquisition  had  taken  place on the  first  day of such  period,  all as
reasonably  calculated by the Company (the expected cost savings relating to the
EBIT  of the  Person  or  assets  so  acquired  may  be  incorporated  in  these
calculations to the extent they are readily  quantifiable  and verifiable,  in a
manner consistent with the Company's prior pro forma calculations  included with
SEC filings in connection with its prior acquisitions).
  Section 8.8.  Tangible Net Worth. The Company will, as of the last day
of each fiscal quarter of the Company,  maintain  Tangible Net Worth at not less
than the Minimum Required Amount.  For purposes of this Section 8.8, the
term "Minimum  Required  Amount" shall mean, as of any time, the sum of: (i)
$25,000,000;  plus (ii)  fifty percent (50%) of Consolidated Net Income
for each  fiscal  quarter of the Company  (if  Consolidated  Net Income for such
fiscal quarter is

                                      -38-

 

<PAGE>



positive) completed on or after April  1, 1997.
  Section 8.9.  Debt to Earnings Ratio. The Company will, as of the last
day of each fiscal  quarter of the Company,  maintain the Debt to Earnings Ratio
at not  greater  than  3.5 to 1.0;  provided,  however,  that if an  Acquisition
permitted  by  Section 8.14  hereof  occurs at any time  during the four
fiscal  quarter  period over which EBITDA is measured to  determine  the Debt to
Earnings  Ratio,  such Debt to Earnings Ratio shall be calculated on a pro forma
basis to include the EBITDA of the Person or assets so  required  for the entire
period as if such  Acquisition  had taken place on the first day of such period,
all as reasonably  calculated by the Company (the expected cost savings relating
to the EBITDA of the Person or assets so acquired may be  incorporated  in these
calculations  to the extent they are readily  quantifiable  and  verifiable  and
based on reasonable assumptions).
 Section  8.10.    Leverage Ratio.  The Company will, as of the last day of 
each fiscal quarter of the Company, maintain the Leverage Ratio at not more than
0.40 to 1.00.
 Section  8.11. Indebtedness for Borrowed Money. The Company will not, nor
will  it  permit  any  Subsidiary  to,  issue,  incur,  assume,  create  or have
outstanding any Indebtedness  for Borrowed Money;  provided,  however,  that the
foregoing provisions shall not restrict nor operate to prevent:
                   (a)   the indebtedness of the Company on the Notes and other
         Obligations;
                   (b)   Capitalized Lease Obligations in an aggregate amount 
         not to exceed $1,500,000 at any one time outstanding;
                   (c) Capitalized Lease Obligations of any Subsidiary which has
         become  a  Subsidiary  as a  result  of  an  Acquisition  permitted  by
         Section 8.14 hereof if such  Capitalized  Lease  Obligation was
         entered into prior to the  Acquisition  of such  Subsidiary and was not
         created in contemplation of such Acquisition;
                   (d) purchase money indebtedness secured by Liens permitted by
         Section 8.12(d)  hereof in an  aggregate  amount  not to exceed
         $2,000,000 at any one time outstanding;
                   (e) purchase  money  indebtedness  (other than purchase money
         indebtedness  permitted by Section  8.11(d)  hereof) of any  Subsidiary
         which has become a Subsidiary as a result of an  Acquisition  permitted
         by Section  8.14 hereof if such indebtedness was created prior to
         the Acquisition of such Subsidiary and was not created in contemplation
         of such Acquisition;
                   (f)  the  currently  outstanding  indebtedness  described  on
         Exhibit C  hereof  if and  so  long  as  such  indebtedness  is
         Subordinated Indebtedness;
                   (g) unsecured  Subordinated  Indebtedness incurred to finance
         Acquisitions permitted by Section  8.14 hereof;
                   (h)     the Canadian Debt;
                   (i)     indebtedness under the Short-Term Credit Agreement if
         and so long as the Revolving Credit Commitments are fully utilized 
         hereunder; and
                   (j)  indebtedness  not  otherwise  permitted  by this Section
         aggregating not more than $500,000 at any one time outstanding.
 Section 8.12.  Liens.  The  Company  will not,  nor will it permit  any
Subsidiary  to,  create,  incur or  permit  to exist any Lien of any kind on any
Property owned by the Company or any Subsidiary;  provided,  however,  that this
Section shall not apply to nor operate to prevent:
                   (a)     Liens arising by statute in connection with worker's
         compensation,

                                      -39-
 

<PAGE>



         unemployment insurance, old age benefits,  social security obligations,
         taxes,  assessments,  statutory  obligations or other similar  charges,
         good faith cash  deposits in  connection  with  tenders,  contracts  or
         leases to which the Company or any  Subsidiary is a party or other cash
         deposits  required  to be  made in the  ordinary  course  of  business,
         provided in each case that the obligation is not for borrowed money and
         that the  obligation  secured is not overdue  or, if overdue,  is being
         contested  in good  faith  by  appropriate  proceedings  which  prevent
         enforcement of the matter under contest and adequate reserves have been
         established therefor;
                   (b)   mechanics',   workmen's,   materialmen's,   landlords',
         carriers',  or other similar  Liens  arising in the ordinary  course of
         business  with  respect to  obligations  which are not due or which are
         being contested in good faith by appropriate  proceedings which prevent
         enforcement of the matter under contest;
                   (c) the  pledge of assets  for the  purpose  of  securing  an
         appeal,  stay or  discharge  in the  course  of any  legal  proceeding,
         provided that the aggregate  amount of  liabilities  of the Company and
         its  Subsidiaries  secured by a pledge of assets  permitted  under this
         clause,  including interest and penalties thereon, if any, shall not be
         in excess of $1,000,000 at any one time outstanding; and
                   (d) purchase money Liens securing  indebtedness  permitted by
         Section 8.11(d)  hereof in  respect of  equipment  now owned or
         hereafter  acquired by the Company or any Subsidiary  (not extending to
         any other  Property),  or Liens on equipment so acquired (not extending
         to any other Property) existing at the time of acquisition  thereof, or
         renewals, extensions and refundings of any such Liens (not extending to
         any other Property), provided that the principal amount of indebtedness
         secured  by any such  Lien  shall  not  exceed  80% of the cost or fair
         market value,  whichever is less, of the Property  covered by such Lien
         at the  time  of  the  creation  thereof  or the  acquisition  of  such
         Property.
 Section  8.13.  Investments,  Loans, Advances and Guaranties. The Company
will not, nor will it permit any  Subsidiary to,  directly or indirectly,  make,
retain or have outstanding any investments (whether through purchase of stock or
obligations  or  otherwise)  in, or loans or  advances  (other  than for  travel
advances  and other  similar  cash  advances  made to  employees in the ordinary
course of business)  to, any other  Person,  or be or become liable as endorser,
guarantor,  surety or otherwise for any debt,  obligation or  undertaking of any
other Person, or otherwise agree to provide funds for payment of the obligations
of another,  or supply funds  thereto or invest  therein or  otherwise  assure a
creditor of another  against loss or apply for or become liable to the issuer of
a letter of credit which supports an obligation of another,  or subordinate  any
claim  or  demand  it may have to the  claim  or  demand  of any  other  Person;
provided,  however, that the foregoing provisions shall not apply to nor operate
to prevent:
                   (a) investments in direct obligations of the United States of
         America or of any agency or  instrumentality  thereof whose obligations
         constitute  full faith and credit  obligations  of the United States of
         America,  provided  that any such  obligations  shall mature within one
         year of the date of issuance thereof;
                   (b)  investments  in  commercial  paper  (including  as such,
         investments in short-term corporate  borrowings against  tax-advantaged
         preferred stock) rated at least P1

                                      -40-

 

<PAGE>



         by Moody's Investors Services, Inc. and at least A1 by Standard &
         Poor's Corporation maturing within 270 days of the date of issuance
         thereof;
                   (c)  investments  in  certificates  of deposit  issued by any
         United States  commercial  Agent having capital and surplus of not less
         than $100,000,000 which have a maturity of one year or less;
                   (d)  endorsement  of  items  for  deposit  or  collection  of
         commercial paper received in the ordinary course of business;
                   (e)  Acquisitions  of  Subsidiaries  permitted by Section 
                    8.14 hereof;  (f) investments in obligations of a state, a
                   territory, or a possession of the United
         States, or any political  subdivision of any of the foregoing or of the
         District of Columbia as described in Section 103(a) of the Code
         if  these  investments  are  graded  in  the  highest  major  grade  as
         determined  by at least  one  national  rating  service  or are  credit
         enhanced by credit enhancers whose credit is rated not less than A-1 by
         Standard & Poor's  Corporation  or P-1 by Moody's  Investors  Services,
         Inc.;
                   (g) the Company's  guaranty of  indebtedness  of Wholly-Owned
         Subsidiaries incurred to finance Acquisitions  permitted by Section 
         8.14  hereof  if  and so  long  as  such  guaranty  is  Subordinated
         Indebtedness;
                   (h)     guaranties by Subsidiaries of the Obligations;
                   (i)     the Put/Call Agreement if and so long as the Canadian
         Debt is not held by an Affiliate of the Company; and
                   (j) investments, loans, advances and guarantees not otherwise
         permitted by this Section  aggregating  not more than $2,000,000 at any
         one time outstanding.
In  determining  the  amount of  investments,  loans,  advances  and  guarantees
permitted under this Section,  investments shall always be taken at the original
cost  thereof  (regardless  of  any  subsequent   appreciation  or  depreciation
therein), loans and advances shall be taken at the principal amount thereof then
remaining  unpaid and  guarantees  shall be taken at the  amount of  obligations
guaranteed thereby.
 Section 8.14.  Acquisitions.  The Company will not, and will not permit
any Subsidiary to, make or commit to make any  Acquisitions;  provided  however,
that the Company and any Wholly-Owned  Subsidiary each may make Acquisitions if:
(i)  the Company or such Subsidiary acquires by reason of such Acquisition
either  (x) assets  used or  useful in a  business  which is the same or
similar to that  currently  conducted by the Company or (y) the  capital
stock of a corporation or any other equity  interest of any partnership or other
firm engaged in such a same or similar  business and after giving effect to such
Acquisition, the corporation, partnership or other such firm so acquired becomes
a Wholly-Owned Subsidiary;  (ii)  no Default or Event of Default exists or
would exist at the time of or after giving effect to such Acquisition; (iii) 
the Company  provides the Lenders a statement,  certified as true and correct
by its chief financial officer, which represents and warrants that, after giving
effect to such Acquisition,  the Company will, on a pro forma basis, continue to
comply through the Termination  Date with  Sections 8.6,  8.7, 8.8, 8.9,
8.10 and 8.11 hereof, such certificate to be accompanied by supporting financial
projections based on reasonable assumptions;  (iv)  the Board of Directors
or other  governing  body of such Person whose property or voting stock is being
so acquired has approved the terms of such Acquisition; and (v)  the

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<PAGE>



Company has provided the Lenders such financial and other information  regarding
the  Person  whose  property  or voting  stock is being so  acquired,  including
historical financial statements,  and a description of such Person, as the Agent
or any Lender may reasonably request.
 Section 8.15.  Sales and Leasebacks.  The Company will not, nor will it
permit any Subsidiary to, enter into any  arrangement  with any bank,  insurance
company or any other lender or investor providing for the leasing by the Company
or any Subsidiary of any Property  theretofore owned by it and which has been or
is to be sold or transferred by such owner to such lender or investor.
 Section 8.16.  Dividends and Certain  Other  Restricted  Payments.  (a)
Restricted Dividends. The Company will not during any fiscal year declare or pay
any  dividends  on or make any other  distributions  in  respect of any class or
series of its capital stock (other than dividends  payable solely in its capital
stock) (each such non-excepted  declaration or payment of dividends being herein
collectively  called a "Restricted  Payment") if at the time of such  Restricted
Payment or  immediately  after giving  effect  thereto,  any Event of Default or
Default shall occur or be continuing.
         (b) Restricted Repayments.  The Company will not during any fiscal year
directly or indirectly  purchase,  redeem or otherwise  acquire or retire any of
its  capital  stock  (except  out of the  proceeds  of, or in  exchange  for,  a
substantially  concurrent  issue  and  sale of its  capital  stock)  (each  such
non-exempted  purchase,  redemption,  retirement and  distribution in respect to
capital stock being herein collectively called a "Restricted  Redemption") if at
the time of such  Restricted  Redemption  or  immediately  after  giving  effect
thereto, any Event of Default or Default shall occur or be continuing;  provided
that the Company shall not directly or indirectly purchase,  redeem or otherwise
acquire or retire any of its capital stock (except out of the proceeds of, or in
exchange for, a substantially concurrent issue and sale of its capital stock) in
excess of 5% of its capital stock during any fiscal year.
 Section  8.17.  Mergers,  Consolidations and Sales. The Company will not,
nor will it permit any Subsidiary to, be a party to any merger or consolidation,
or sell, transfer,  lease or otherwise dispose of all or any substantial part of
its Property (except for sales of inventory in the ordinary course of business),
or in any event sell or discount (with or without  recourse) any of its notes or
accounts receivable; provided, however, that this Section shall not apply to nor
operate to prohibit (i)  the merger of any Subsidiary acquired as a result
of an  Acquisition  permitted by  Section 8.14  hereof with and into the
Company or any  Wholly-Owned  Subsidiary or (ii)  the sale of assets which
are no longer used or useful in the ordinary course of the Company's business. A
sale or disposition of assets of the Company shall be deemed substantial for the
foregoing  purposes  (i) if such assets are sold below the book value of
such assets,  and such assets constituted 10% or more of the total assets of the
Company or (ii) such assets  constituted 20% or more of the total assets
of the Company.
 Section 8.18.  ERISA.  The Company will, and will cause each Subsidiary
to, promptly pay and discharge all  obligations  and  liabilities  arising under
ERISA  of a  character  which if  unpaid  or  unperformed  might  result  in the
imposition of a Lien against any of its  Properties.  The Company will, and will
cause each Subsidiary to, promptly notify the Agent of (i)  the occurrence
of any reportable  event (as defined in ERISA) with respect to a Plan,  (ii) 
receipt of any notice from the PBGC of its intention to seek  termination  of
any Plan or appointment of a trustee therefor, (iii)  its

                                      -42-



<PAGE>



intention to terminate or withdraw from any Plan, and (iv)  the occurrence
of any event with  respect to any Plan which would result in the  incurrence  by
the Company or any Subsidiary of any material liability, fine or penalty, or any
material  increase in the contingent  liability of the Company or any Subsidiary
with respect to any post-retirement Welfare Plan benefit.
 Section 8.19.  Compliance  with Laws.  The Company will, and will cause
each Subsidiary to, comply in all respects with the requirements of all federal,
state and local laws, rules, regulations, ordinances and orders applicable to or
pertaining  to the  Properties  or  business  operations  of the  Company or any
Subsidiary,  non-compliance  with which could have a material  adverse effect on
the financial  condition,  Properties,  business or operations of the Company or
any Subsidiary or could result in a Lien upon any of their Property.
 Section 8.20.  Burdensome  Contracts With Affiliates.  The Company will
not, nor will it permit any Subsidiary to, enter into any contract, agreement or
business  arrangement  with any of its Affiliates on terms and conditions  which
are less  favorable  to the Company or such  Subsidiary  than would be usual and
customary in similar  contracts,  agreements  or business  arrangements  between
Persons not affiliated with each other,  other than (i) any contract,  agreement
or business  arrangement  with any Person which becomes a Subsidiary as a result
of an Acquisition permitted by Section 8.14 hereof after the date hereof if such
contract,  agreement or arrangement was entered into prior to the acquisition of
such  Subsidiary and such contract,  agreement or arrangement was not created in
contemplation  of such  Acquisition,  (ii) the  Put/Call  Agreement  and
(iii) (if the Canadian Debt is purchased by an Affiliate of the Company)
the contracts and agreements constituting the Canadian Debt.
 Section 8.21.  No Changes in Fiscal  Year.  Neither the Company nor any
Subsidiary  will change its fiscal year from its present basis without the prior
written consent of the Agent.
 Section 8.22.  Inspection  and Field Audit.  The Company will, and will
cause  each   Subsidiary   to,   permit  the  Agent  and  its  duly   authorized
representatives and agents to visit and inspect any of the Properties, corporate
books and financial  records of the Company and each Subsidiary,  to examine and
make copies of the books of accounts and other financial  records of the Company
and each  Subsidiary,  and to discuss the affairs,  finances and accounts of the
Company  and each  Subsidiary  with,  and to be  advised  as to the same by, its
officers and independent  public  accountants (and by this provision the Company
authorizes  such  accountants to discuss with the Agent the finances and affairs
of the Company and of each Subsidiary) with reasonable notice to the Company and
at such  reasonable  times and reasonable  intervals as the Agent may designate.
After the occurrence of an Event of Default, the Company shall pay for all costs
and expenses  incurred by the Agent in  connection  with any such  visitation or
inspection.
 Section   8.23.   Formation   of   Subsidiaries.   Except  for  existing
Subsidiaries  designated on Schedule  6.2 hereto and Subsidiaries acquired
in  Acquisitions  or formed to effect  Acquisitions  in each case  permitted  by
Section 8.14  hereof,  the  Company  will not,  and will not  permit any
Subsidiary to, form or acquire any Subsidiary  without the prior written consent
of the Agent.
 Section  8.24.    Subordinated Indebtedness.  The Company shall not, and shall 
not permit any Subsidiary to:
                   (a)  amend or modify any of the terms or conditions relating
         to any Subordinated Indebtedness;

                                      -43-

 

<PAGE>



                   (b) make any voluntary prepayment on, or effect any voluntary
         redemption of, any Subordinated Indebtedness (other than the prepayment
         by Anicom  Canada of  certain  indebtedness  pursuant  to the  Put/Call
         Agreement) if any Loans are  outstanding at the time of or after giving
         effect to such prepayment or redemption; or
                   (c) make any other  payment on  account  of any  Subordinated
         Indebtedness  which is prohibited  under the terms of any instrument or
         agreement subordinating such indebtedness to the Obligations.
 Section  8.25.    Use of Proceeds.  The proceeds of the initial advance
hereunder shall be used to pay the Company's indebtedness under the Existing
Credit Agreement.
 Section 8.26.  Year  2000 Compliance.  The Company shall take all
actions necessary and commit adequate resources to assure that its computerbased
and  other  systems  (and  those of all  Subsidiaries)  are able to  effectively
process dates,  including dates before,  on and after  January 1,  2000,
without  experiencing  any Year 2000 Problem that could cause a material
adverse  effect on the business or  financial  affairs of the Company (or of the
Company and its Subsidiaries  taken on a consolidated  basis). At the request of
the Agent,  the Company  will  provide  the Agent with  written  assurances  and
substantiations  (including,  but not  limited  to, the  results of  internal or
external audit reports  prepared in the ordinary course of business)  reasonably
acceptable to the Agent as to the capability of the Company and its Subsidiaries
to  conduct  its and  their  businesses  and  operations  before,  on and  after
January  1, 2000, without  experiencing a Year  2000 Problem causing
a material  adverse  effect on the business or financial  affairs of the Company
(or of the Company and its Subsidiaries taken on a consolidated basis).
 Section  8.27. European Monetary Union. (a)  If, as a result of the
EMU  Commencement,  (i) any  Alternative  Currency  ceases  to be lawful
currency  of the state  issuing the same and is replaced by the Euro or (ii) 
any Alternative Currency and the Euro are at the same time both recognized by
the central bank or comparable  governmental authority of the state issuing such
currency as lawful currency of such state,  then any amount payable hereunder by
any party hereto in such Alternative  Currency  (including,  without limitation,
any Loan to be made under this  Agreement)  shall instead be payable in the Euro
and the amount so payable shall be determined  by  redenominating  or converting
such amount into the Euro at the exchange rate officially  fixed by the European
Central  Bank for the purpose of  implementing  the EMU,  provided,  that to the
extent any EMU  Legislation  provides that an amount  denominated  either in the
Euro or in the applicable Alternative Currency can be paid either in Euros or in
the  applicable  Alternative  Currency,  each party to this  Agreement  shall be
entitled to pay or repay such amount in Euros or in the  applicable  Alternative
Currency. Prior to the occurrence of the event or events described in clause<-1-
32>(i) or (ii) of the preceding  sentence,  each amount payable hereunder in any
such Alternative Currency will, except as otherwise provided herein, continue to
be payable only in that Alternative Currency.
         (b) The Company  shall from time to time,  at the request of the Agent,
pay to the  Agent  for the  account  of each  Lender  the  amount of any cost or
increased  cost incurred by, or of any reduction in any amount  payable to or in
the effective  return on its capital to, or of interest or other return foregone
by,  such  Lender  or any  holding  company  of such  Lender  as a result of the
introduction of,  changeover to or operation of the Euro in any applicable state
to the extent  attributable  to such Lender's  obligations  hereunder or for the
credit which is the subject matter hereof.

                                      -44-



<PAGE>



         (c) With respect to the payment of any amount  denominated  in the Euro
or in any Alternative Currency,  the Agent shall not be liable to the Company or
any of the Lenders in any way whatsoever for any delay,  or the  consequences of
any delay,  in the  crediting  to any  account of any  amount  required  by this
Agreement  to be paid by the Agent if the Agent  shall have  taken all  relevant
steps to achieve,  on the date required by this  Agreement,  the payment of such
amount in immediately available, freely transferable, cleared funds (in the Euro
Unit or, as the case may be, in any  Alternative  Currency)  to the account with
the bank in the principal  financial center in the Euro Member which the Company
or, as the case may be, any Lender shall have  specified  for such  purpose.  In
this paragraph (c),  "all relevant steps" means all such steps as may be
prescribed from time to time by the regulations or operating  procedures of such
clearing or settlement  system as the Agent may from time to time  determine for
the purpose of clearing or settling payments of the Euro.
         (d) If the basis of  accrual  of  interest  or fees  expressed  in this
Agreement  with  respect to the currency of any state that becomes a Euro Member
shall be  inconsistent  with any convention or practice in the London  interbank
market for the basis of accrual of interest or fees in respect of the Euro, such
convention or practice  shall replace such expressed  basis  effective as of and
from the date on which such state becomes a Euro Member;  provided,  that if any
Loan in the  currency  of such state is  outstanding  immediately  prior to such
date, such replacement shall take effect,  with respect to such Loan, at the end
of the then current Interest Period.
         (e) In addition,  this Agreement  (including,  without limitation,  the
definition of LIBOR  Portions)  will be amended to the extent  determined by the
Agent (acting  reasonably and in consultation  with the Company) to be necessary
to reflect such EMU  Commencement  and change in currency and to put the Lenders
and the Company in the same position,  so far as possible,  that they would have
been in if such  implementation and change in currency had not occurred.  Except
as provided in the foregoing  provisions of this  Section 8.27,  no such
implementation  or change in currency  nor any economic  consequences  resulting
therefrom  shall  (i) give rise to any right to  terminate  prematurely,
contest,  cancel,  rescind,  alter, modify or renegotiate the provisions of this
Agreement or (ii) discharge,  excuse or otherwise affect the performance
of any obligations of the Company under this  Agreement,  any Notes or any other
Loan Documents.
                     SECTION  9.      Events of Default and Remedies.
  Section  9.1.    Events of Default.  Any one or more of the following shall 
constitute an "Event of Default" hereunder:
                   (a) default in the payment when due of all or any part of the
         principal  of or interest on any Note  (whether at the stated  maturity
         thereof or at any other time provided for in this  Agreement) or of any
         reimbursement  obligation  owing under any Application or of any fee or
         other  Obligation  payable by the Company  hereunder or under any other
         Loan Document; or
                   (b) default in the  observance or performance of any covenant
         set forth in Sections  8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.13,
         8.14, 8.15, 8.16, 8.17, 8.24 or 8.25 hereof; or
                   (c) default in the  observance  or  performance  of any other
         provision  hereof or of any other Loan  Document  which is not remedied
         within ten (10)  days after the earlier of (i)  the date on
         which such  failure  shall  first  become  known to any  officer of the
         Company

                                      -45-

 

<PAGE>



         or (ii)  written notice thereof is given to the Company by the Agent or
         any Lender; or
                   (d)     any representation or warranty made by the Company
         herein or in any other Loan  Document,  or in any  statement  or  
         certificate  furnished by it pursuant  hereto or thereto,  or in
         connection  with any  extension of credit made hereunder,  
         proves untrue in any material respect as of the
         date of the issuance or making thereof; or
                   (e) any event  occurs or condition  exists  (other than those
         described  in  subsections (a)  through  (d)  above)  which  is
         specified as an event of default under any of the other Loan Documents,
         or any of the Loan Documents shall for any reason not be or shall cease
         to be in  full  force  and  effect,  or any of the  Loan  Documents  is
         declared to be null and void; or
                   (f) default shall occur under any  Indebtedness  for Borrowed
         Money issued,  assumed or guaranteed by the Company or any  Subsidiary,
         or under any indenture,  agreement or other  instrument under which the
         same may be issued,  and such  default  shall  continue for a period of
         time sufficient to permit the  acceleration of the maturity of any such
         Indebtedness  for Borrowed  Money  (whether or not such  maturity is in
         fact  accelerated),  or any such  Indebtedness for Borrowed Money shall
         not be paid  when  due  (whether  by lapse  of  time,  acceleration  or
         otherwise); or
                   (g) any judgment or judgments,  writ or writs,  or warrant or
         warrants of  attachment,  or any  similar  process or  processes  in an
         aggregate  amount in excess of $1,000,000 in excess of amounts  covered
         by  insurance  from an insurer  which has  acknowledged  its  liability
         thereon shall be entered or filed against the Company or any Subsidiary
         or against any of their Property and which remains unvacated, unbonded,
         unstayed or unsatisfied for a period of sixty (60) days; or
                   (h) the Company or any member of its  Controlled  Group shall
         fail to pay  when  due an  amount  or  amounts  aggregating  in  excess
         $500,000  which it shall have become  liable to pay to the PBGC or to a
         Plan under Title  IV of ERISA; or notice of intent to terminate a
         Plan or Plans having aggregate Unfunded Vested Liabilities in excess of
         $500,000  (collectively,  a  "Material  Plan")  shall  be  filed  under
         Title IV of ERISA by the  Company  or any  other  member of its
         Controlled  Group,  any plan  administrator  or any  combination of the
         foregoing;  or the PBGC shall  institute  proceedings  under  Title 
         IV of ERISA to  terminate  or to cause a trustee to be  appointed to
         administer  any Material Plan or a proceeding  shall be instituted by a
         fiduciary of any Material Plan against the Company or any member of its
         Controlled Group to enforce  Section 515 or 4219(c)(5) of ERISA
         and such  proceeding  shall  not have  been  dismissed  within  30 days
         thereafter;  or a  condition  shall  exist by  reason of which the PBGC
         would be entitled  to obtain a decree  adjudicating  that any  Material
         Plan must be terminated; or
                   (i)     dissolution or termination of the existence of the 
         Company or any Subsidiary; or
                   (j) the  Company  or any  Subsidiary  shall  (i) have
         entered  involuntarily  against it an order for relief under the United
         States  Bankruptcy  Code, as amended,  (ii)  not pay, or admit in
         writing its  inability to pay, its debts  generally as they become due,
         (iii)  make an assignment for the benefit of creditors,  (iv) 
          apply for, seek, consent to, or acquiesce in, the

                                      -46-

 

<PAGE>



         appointment of a receiver,  custodian, trustee, examiner, liquidator or
         similar  official  for  it or any  substantial  part  of its  Property,
         (v) institute any proceeding seeking to have entered against it
         an order for  relief  under  the  United  States  Bankruptcy  Code,  as
         amended, to adjudicate it 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, (vi)  take any corporate action in furtherance of any
         matter  described in parts (i) through (v) above,  or (vii) 
          fail  to  contest  in  good  faith  any  appointment  or  proceeding
         described in Section  9.1(k) hereof; or
                   (k) a custodian,  receiver, trustee, examiner,  liquidator or
         similar  official  shall be appointed for the Company or any Subsidiary
         or any  substantial  part of any of  their  Property,  or a  proceeding
         described in Section 9.1(j)(v)  shall be instituted against the
         Company or any Subsidiary,  and such appointment continues undischarged
         or such proceeding continues undismissed or unstayed for a period of 60
         days.
  Section  9.2.    Non-Bankruptcy Defaults.  When any Event of Default described
in subsection (a) through (i), both  inclusive,  of Section 9.1 has
occurred and is  continuing,  the Agent shall,  upon the request of the Required
Lenders, by notice to the Company, take one or more of the following actions:
                   (a)  terminate the  obligations  of the Lenders to extend any
         further  credit  hereunder on the date (which may be the date  thereof)
         stated in such notice;
                   (b) declare the principal of and the accrued  interest on the
         Notes  to be  forthwith  due  and  payable  and  thereupon  the  Notes,
         including both  principal and interest and all fees,  charges and other
         Obligations payable hereunder and under the other Loan Documents, shall
         be and become  immediately  due and  payable  without  further  demand,
         presentment, protest or notice of any kind; and
                   (c) enforce any and all rights and  remedies  available to it
         under the Loan Documents or applicable law.
  Section  9.3.  Bankruptcy Defaults.  When any Event of Default described
in  subsection (j) or (k) of  Section 9.1  has  occurred  and is
continuing, then the Notes, including both principal and interest, and all fees,
charges  and other  Obligations  payable  hereunder  and  under  the other  Loan
Documents, shall immediately become due and payable without presentment, demand,
protest  or notice of any kind,  and the  obligations  of the  Lenders to extend
further credit pursuant to any of the terms hereof shall immediately  terminate.
In addition,  the Agent may exercise any and all remedies  available to it under
the Loan Documents or applicable law.
  Section 9.4.  Collateral for Undrawn Letters of Credit. When any Event
of Default, other than an Event of Default described in subsection  (j) or
(k) of Section 9.1,  has occurred and is continuing,  the Company shall,
upon  demand of the Agent  (which  demand  shall be made upon the request of the
Required  Lenders),  and when any Event of Default  described in  subsection 
(j) or (k) of  Section 9.1 has  occurred the Company  shall,  without
notice or demand from the Agent, immediately pay to the Agent the full amount of
each Letter of Credit then outstanding, the Company agreeing to immediately make
such payment and acknowledging and agreeing that the

                                      -47-


<PAGE>



Agent and the Lenders  would not have an  adequate  remedy at law for failure of
the Company to honor any such  demand and that the Agent and the  Lenders  shall
have the right to require the Company to specifically  perform such  undertaking
whether or not any draws have been made under any such Letters of Credit.
                     SECTION  10.              The Agent.
 Section  10.1. Appointment and Authorization. Each Lender hereby appoints
and  authorizes  the Agent to take such  action  as agent on its  behalf  and to
exercise  such  powers  hereunder  and  under the other  Loan  Documents  as are
designated  to the Agent by the terms  hereof  and  thereof  together  with such
powers as are reasonably  incidental  thereto.  The Lenders expressly agree that
the Agent is not  acting as a  fiduciary  of the  Lenders in respect of the Loan
Documents,  the Company or otherwise,  and nothing herein or in any of the other
Loan Documents  shall result in any duties or obligations on the Agent or any of
the Lenders  except as expressly set forth  herein.  The Agent may resign at any
time by sending 20 days prior written notice to the Company and the Lenders.  In
the event of any such resignation,  the Required Lenders may appoint a new agent
after  consultation  with the  Company,  which shall  succeed to all the rights,
powers and duties of the Agent hereunder and under the other Loan Documents. Any
resigning  Agent  shall  be  entitled  to  the  benefit  of all  the  protective
provisions  hereof  with  respect  to its  acts as an  agent  hereunder,  but no
successor  Agent shall in any event be liable or responsible  for any actions of
its predecessor.  If the Agent resigns and no successor is appointed, the rights
and  obligations  of such Agent shall be  automatically  assumed by the Required
Lenders and the Company  shall be directed to make all  payments due each Lender
hereunder directly to such Lender.
 Section  10.2.  Rights as a Lender. The Agent has and reserves all of the
rights,  powers and duties  hereunder and under the other Loan  Documents as any
Lender  may have and may  exercise  the same as though it were not the Agent and
the terms  "Lender" or  "Lenders"  as used  herein and in all of such  documents
shall,  unless the context otherwise expressly  indicates,  include the Agent in
its individual capacity as a Lender.
 Section 10.3.  Standard of Care. The Lenders acknowledge that they have
received and approved  copies of the Loan  Documents and such other  information
and documents  concerning the  transactions  contemplated and financed hereby as
they have requested to receive and/or review. The Agent makes no representations
or  warranties  of any kind or  character  to the  Lenders  with  respect to the
validity,   enforceability,    genuineness,    perfection,   value,   worth   or
collectibility  hereof or of the Notes or any of the other Obligations or of any
of the other  Loan  Documents.  Neither  the Agent  nor any  director,  officer,
employee,  agent or  representative  thereof  (including  any  security  trustee
therefor)  shall in any event be  liable  for any  clerical  errors or errors in
judgment,  inadvertence or oversight, or for action taken or omitted to be taken
by it or them  hereunder  or under the other  Loan  Documents  or in  connection
herewith or therewith  except for its or their own gross  negligence  or willful
misconduct.  The Agent  shall  incur no  liability  under or in  respect of this
Agreement or the other Loan  Documents  by acting upon any notice,  certificate,
warranty, instruction or statement (oral or written) of anyone (including anyone
in good faith  believed by it to be authorized to act on behalf of the Company),
unless it has actual  knowledge  of the  untruthfulness  of same.  The Agent may
execute  any of its  duties  hereunder  by or  through  employees,  agents,  and
attorneys-in-fact  and shall not be answerable to the Lenders for the default or
misconduct of any such agents or

                                      -48-

   

<PAGE>



attorneys-in-fact  selected with reasonable care. The Agent shall be entitled to
advice of counsel  concerning  all matters  pertaining  to the  agencies  hereby
created and its duties hereunder,  and shall incur no liability to anyone and be
fully  protected in acting upon the advice of such  counsel.  The Agent shall be
entitled to assume that no Default or Event of Default exists unless notified to
the  contrary by a Lender.  The Agent shall in all events be fully  protected in
acting  or  failing  to act in  accord  with the  instructions  of the  Required
Lenders.  The Agent shall in all cases be fully justified in failing or refusing
to act  hereunder  unless it shall be  indemnified  to its  satisfaction  by the
Lenders  against any and all  liability and expense which may be incurred by the
Agent by reason of taking or continuing  to take any such action.  The Agent may
treat  the  owner of any Note as the  holder  thereof  until  written  notice of
transfer  shall  have been  filed  with the Agent  signed by such  owner in form
satisfactory to the Agent.  Each Lender  acknowledges  that it has independently
and  without  reliance  on the Agent or any  other  Lender  and based  upon such
information,  investigations  and inquiries as it deems appropriate made its own
credit  analysis and decision to extend  credit to the Company.  It shall be the
responsibility of each Lender to keep itself informed as to the creditworthiness
of the Company and the Agent shall have no  liability to any Lender with respect
thereto.
 Section 10.4.  Costs and Expenses.  Each Lender agrees to reimburse the
Agent  for all costs  and  expenses  suffered  or  incurred  by the Agent or any
security  trustee in  performing  its duties  hereunder and under the other Loan
Documents,  or in the exercise of any right or power  imposed or conferred  upon
the Agent  hereby  or  thereby,  to the  extent  that the Agent is not  promptly
reimbursed  for same by the Company,  all such costs and expenses to be borne by
the Lenders ratably in accordance with the amounts of their respective Revolving
Credit Commitments.
 Section 10.5.  Indemnity.  The Lenders shall ratably indemnify and hold
the Agent, and its directors,  officers,  employees,  agents and representatives
(including as such any security trustee therefor)  harmless from and against any
liabilities,  losses,  costs and expenses suffered or incurred by them hereunder
or under  the  other  Loan  Documents  or in  connection  with the  transactions
contemplated hereby or thereby,  regardless of when asserted or arising,  except
to the extent  they are  promptly  reimbursed  for the same by the  Company  and
except to the  extent  that any event  giving  rise to a claim was caused by the
gross negligence or willful misconduct of the party seeking to be indemnified.
                     SECTION  11. Miscellaneous.
 Section  11.1.    Withholding Taxes.
         (a) Payments Free of Withholding.  Except as otherwise  required by law
and subject to Section 11.1(b) hereof, each payment by the Company under
this  Agreement  and  under  any  other  Loan  Document  shall  be made  without
withholding for or on account of any present or future taxes (other than overall
net income  taxes on the  recipient)  imposed by or within the  jurisdiction  in
which the Company is domiciled,  any  jurisdiction  from which the Company makes
any payment,  or (in each case) any political  subdivision  or taxing  authority
thereof or therein.  If any such  withholding is so required,  the Company shall
make the  withholding,  pay the amount withheld to the appropriate  governmental
authority  before  penalties  attach  thereto or  interest  accrues  thereon and
forthwith pay such additional  amount as may be necessary to ensure that the net
amount  actually  received  by each  Lender and the Agent free and clear of such
taxes (including such taxes on such additional amount)

                                      -49-

   

<PAGE>



is equal to the amount which that Lender or the Agent (as the case may be) would
have  received had such  withholding  not been made.  If the Agent or any Lender
pays any amount in respect of any such taxes, penalties or interest, the Company
shall  reimburse  the Agent or such  Lender  for that  payment  on demand in the
currency  in which such  payment was made.  If the Company  pays any such taxes,
penalties or interest,  it shall deliver  official tax receipts  evidencing that
payment or certified copies thereof to the Lender or Agent on whose account such
withholding  was  made  (with a copy to the  Agent if not the  recipient  of the
original) on or before the thirtieth day after payment.
         (b) U.S.  Withholding Tax Exemptions.  Each Lender that is not a United
States  person  (as such term is defined in  Section 7701(a)(30)  of the
Code) shall  submit to the Company and the Agent on or before the earlier of the
date the initial  Borrowing is made hereunder and 30 days after the date hereof,
two duly  completed  and signed  copies of either  Form 1001  (relating  to such
Lender and entitling it to a complete  exemption from withholding under the Code
on all amounts to be received by such Lender,  including  fees,  pursuant to the
Loan  Documents  and the  Loans) or Form 4224  (relating  to all  amounts  to be
received by such Lender,  including fees, pursuant to the Loan Documents and the
Loans) of the United States Internal Revenue  Service.  Thereafter and from time
to time,  each Lender shall submit to the Company and the Agent such  additional
duly  completed  and  signed  copies of one or the other of such  Forms (or such
successor forms as shall be adopted from time to time by the relevant United<-1-
32>States taxing authorities) as may be (i)  requested by the Company in a
written  notice,  directly  or through the Agent,  to such  Lender and  (ii)<-1-
32>required  under  then-current  United States law or  regulations  to avoid or
reduce United States  withholding taxes on payments in respect of all amounts to
be received by such Lender,  including  fees,  pursuant to the Loan Documents or
the Loans.
         (c) Inability of Lenders to Submit Forms. If any Lender determines,  as
a result of any  change in  applicable  law,  regulation  or  treaty,  or in any
official application or interpretation  thereof,  that it is unable to submit to
the Company or the Agent any form or  certificate  that such Lender is obligated
to submit pursuant to subsection (b) of this Section  11.1 or that
such  Lender is  required  to  withdraw  or cancel any such form or  certificate
previously  submitted  or  any  such  form  or  certificate   otherwise  becomes
ineffective  or inaccurate,  such Lender shall  promptly  notify the Company and
Agent of such fact and the  Lender  shall to that  extent  not be  obligated  to
provide any such form or certificate  and will be entitled to withdraw or cancel
any affected form or certificate, as applicable.
 Section 11.2.  Non-Business  Days. If any payment hereunder becomes due
and payable on a day which is not a Business  Day,  the due date of such payment
shall be extended to the next succeeding Business Day on which date such payment
shall be due and payable. In the case of any payment of principal falling due on
a day which is not a Business  Day,  interest  on such  principal  amount  shall
continue to accrue  during such  extension at the rate per annum then in effect,
which accrued amount shall be due and payable on the next scheduled date for the
payment of interest.
 Section  11.3. No Waiver, Cumulative Remedies. No delay or failure on the
part of any Lender or on the part of any holder of any of the Obligations in the
exercise  of any  power or right  shall  operate  as a waiver  thereof  or as an
acquiescence  in any  default,  nor shall any single or partial  exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right.  The rights and remedies  hereunder of the Lenders and
any of the holders of

                                      -50-

   

<PAGE>



the  Obligations are cumulative to, and not exclusive of, any rights or remedies
which any of them would otherwise have.
 Section 11.4.  Waivers,  Modifications  and  Amendments.  Any provision
hereof or of any of the other Loan Documents may be amended, modified, waived or
released  and any  Default  or  Event of  Default  and its  consequences  may be
rescinded  and  annulled  upon the  written  consent  of the  Required  Lenders;
provided,  however,  that without the consent of all Lenders no such  amendment,
modification  or waiver  shall  increase  the  amount or extend  the term of any
Lender's Revolving Credit Commitment or reduce the amount of any principal of or
interest rate  applicable to, or extend the maturity of, any Obligation  owed to
it or reduce the amount of the fees to which it is entitled  hereunder or change
this Section or change the definition of "Required Lenders" or change the number
of Lenders  required to take any action hereunder or under any of the other Loan
Documents or permit the Company to assign any of its rights hereunder or release
any  Guarantor  from  its   obligations   under  its  Guaranty.   No  amendment,
modification or waiver of the Agent's  protective  provisions shall be effective
without the prior written consent of the Agent.
 Section 11.5.  Costs and Expenses.  The Company agrees to pay on demand
the  costs  and  expenses  of the  Agent in  connection  with  the  negotiation,
preparation,  execution and delivery of this Agreement, the other Loan Documents
and the other instruments and documents to be delivered hereunder or thereunder,
and in connection with the transactions  contemplated hereby or thereby,  and in
connection  with any  consents  hereunder  or  waivers or  amendments  hereto or
thereto,  including the fees and expenses of Messrs. Chapman and Cutler, counsel
for  the  Agent,  with  respect  to all of the  foregoing  (whether  or not  the
transactions contemplated hereby are consummated; provided, however, in no event
shall the Company's  obligation to reimburse the Agent for such fees  (exclusive
of  such  counsel's   expenses  and   disbursements)   in  connection  with  the
negotiation, preparation, execution and delivery of this Agreement and the other
Loan  Documents to be delivered as a condition  precedent to initial  funding of
the credit contemplated hereby exceed $20,000. The Company further agrees to pay
to Agent and the Lenders and any other holders of the  Obligations all costs and
expenses  (including  court costs,  the allocated  costs of inhouse  counsel and
outside  attorneys' fees), if any, incurred or paid by the Agent, the Lenders or
any other holders of the  Obligations in connection with any Default or Event of
Default or in connection  with the  enforcement  of this Agreement or any of the
other Loan Documents or any other instrument or document delivered  hereunder or
thereunder.  The Company  further agrees to indemnify and save the Lenders,  the
Agent  and any  security  trustee  for the  Lenders  harmless  from  any and all
liabilities,  losses, costs and expenses incurred by the Lenders or the Agent in
connection with any action, suit or proceeding brought against the Agent, or any
security trustee or any Lender by any Person (but excluding  attorneys' fees for
litigation solely between the Lenders to which the Company is not a party) which
arises out of the  transactions  contemplated  or financed  hereby or out of any
action or inaction by the Agent, any security trustee or any Lender hereunder or
thereunder,  except  for such  thereof as is caused by the gross  negligence  or
willful  misconduct of the party seeking to be  indemnified.  The  provisions of
this Section and the  protective  provisions  of  Section 2 hereof shall
survive payment of the Obligations.
 Section  11.6.    Documentary Taxes.  The Company agrees to pay on demand any
documentary, stamp or similar taxes payable in respect of this Agreement or any
other Loan

                                      -51-

   

<PAGE>



Document,  including  interest  and  penalties,  in the event any such taxes are
assessed,  irrespective  of when such  assessment is made and whether or not any
credit is then in use or available hereunder.
 Section 11.7.  Survival of  Representations.  All  representations  and
warranties  made herein or in any of the other Loan Documents or in certificates
given  pursuant  hereto or thereto  shall  survive the execution and delivery of
this  Agreement and the other Loan  Documents,  and shall continue in full force
and  effect  with  respect to the date as of which they were made as long as any
credit is in use or available hereunder.
 Section 11.8.  Survival  of  Indemnities.  All  indemnities  and  other
provisions  relative  to  reimbursement  to the Agent and the Lenders of amounts
sufficient to protect the yield of the Agent and the Lenders with respect to the
Loans and Letters of Credit, including, but not limited to, Sections  1.3,
2.7, and 2.9 hereof,  shall survive the  termination  of this  Agreement and the
payment of the Obligations.
 Section  11.9. Participations. Any Lender may grant participations in its
extensions of credit hereunder to any other Lender or other lending  institution
(a "Participant"), provided that (i)  no Participant shall thereby acquire
any direct rights under this Agreement, (ii)  no Lender shall agree with a
Participant  not to exercise any of such Lender's rights  hereunder  without the
consent of such  Participant  except for rights which under the terms hereof may
only be exercised by all Lenders and (iii)  no sale of a participation  in
extensions  of credit  shall in any manner  relieve  the  selling  Lender of its
obligations hereunder.  Section  11.10. Assignment Agreements. Each Lender
may, from time to time upon at least 5 Business  Days' prior  written  notice to
the Agent, assign to other commercial lenders part of its rights and obligations
under this Agreement (including without limitation the indebtedness evidenced by
the Notes then  owned by such  assigning  Lender,  together  with an  equivalent
proportion of its Revolving Credit Commitments to make Loans hereunder) pursuant
to written agreements executed by such assigning Lender, such assignee lender or
lenders,  the  Company and the Agent,  which  agreements  shall  specify in each
instance the portion of the  indebtedness  evidenced by the Notes which is to be
assigned to each such assignee  lender and the portion of the  Revolving  Credit
Commitments  of the  assigning  Lender  to be  assumed  by it  (the  "Assignment
Agreements");  provided,  however, that (i)  each such assignment shall be
of a constant,  and not a varying,  percentage of the assigning  Lender's rights
and  obligations  under this Agreement and the  assignment  shall cover the same
percentage of such  Lender's  Revolving  Credit  Commitments,  Loans,  Notes and
credit risk with respect to Letters of Credit;  (ii)  each such assignment
shall  be made by a  Lender  which  is a  lender  under  the  Short-Term  Credit
Agreement  and shall be made  contemporaneously  with an  assignment of the same
percentage  of  such  Lender's  rights  and  obligations  with  respect  to  the
Short-Term Credit Agreement;  (iii) unless the Agent otherwise consents,
the  aggregate  amount of the Revolving  Credit  Commitments,  Loans,  Notes and
credit  risk with  respect to Letters of Credit of the  assigning  Lender  being
assigned  pursuant to each such assignment  (determined as of the effective date
of the relevant Assignment  Agreement) shall in no event be less than $5,000,000
and shall be an integral  multiple of $1,000,000;  (iv)  the Agent and the
Company must each consent,  which consent shall not be unreasonably withheld, to
each such  assignment  to a party  which was not an original  signatory  of this
Agreement;  and  (v) the  assigning  Lender  must  pay  to the  Agent  a
processing and recordation fee of $3,000 and any out-of-pocket

                                      -52-

   

<PAGE>



attorneys'  fees and  expenses  incurred  by the Agent in  connection  with such
Assignment  Agreement.  Upon the execution of each  Assignment  Agreement by the
assigning Lender thereunder, the assignee lender thereunder, the Company and the
Agent  and  payment  to such  assigning  Lender by such  assignee  lender of the
purchase price for the portion of the indebtedness of the Company being acquired
by it, (i)  such assignee lender shall thereupon become a "Lender" for all
purposes of this Agreement with Revolving Credit  Commitments in the amounts set
forth  in such  Assignment  Agreement  and  with  all  the  rights,  powers  and
obligations afforded a Lender hereunder, (ii)  such assigning Lender shall
have no further  liability  for  funding  the  portion of its  Revolving  Credit
Commitments  assumed  by such other  Lender and  (iii) the  address  for
notices  to  such  assignee  Lender  shall  be as  specified  in the  Assignment
Agreement  executed by it.  Concurrently with the execution and delivery of such
Assignment  Agreement,  the  Company  shall  execute  and  deliver  Notes to the
assignee Lender in the respective  amounts of its Revolving  Credit  Commitments
under  the  Revolving  Credit  and new  Notes  to the  assigning  Lender  in the
respective  amounts of its  Revolving  Credit  Commitments  under the  Revolving
Credit after giving effect to the reduction  occasioned by such assignment,  all
such Notes to constitute  "Notes" for all purposes of this  Agreement and of the
other  Loan  Documents.  Section 11.11.  Notices.  Except  as  otherwise
specified herein, all notices hereunder shall be in writing (including,  without
limitation,  notice by telecopy) and shall be given to the relevant party at its
address or telecopier number set forth below, in the case of the Company,  or on
the appropriate signature page hereof, in the case of the Lenders and the Agent,
or such other address or telecopier  number as such party may hereafter  specify
by notice  to the Agent and the  Company  given by United  States  certified  or
registered  mail, by telecopy or by other  telecommunication  device  capable of
creating a written record of such notice and its receipt.  Notices  hereunder to
the Company shall be addressed to:
                           to the Company at:
                           6133 North River Road, Suite 1000
                           Rosemont, Illinois  60018-5171
                           Attention:  Donald C. Welchko
                           Telephone: (847) 518-8700
                           Telecopy:  (847) 518-8777
                           with a copy (in case of notices of default) to:
                           Katten Muchin & Zavis
                           525 West Monroe Street, Suite 1600
                           Chicago, Illinois  60661-3693
                           Attention:  Steven A. Shapiro
                           Telephone:  (312) 902-5200
                           Telecopy:  (312) 902-1061
                           to the Agent at:
                           Harris Trust and Savings Bank
                           P.O. Box 755
                           111 West Monroe Street
                           Chicago, Illinois  60690
                           Attention:  James  H. Colley
                           Telephone:  (312) 461-6876
                           Telecopy:  (312) 293-5041

                                                

                                      -53-

   

<PAGE>



                           
Each such notice,  request or other  communication  shall be  effective  (i) 
 if given by  telecopier,  when such telecopy is transmitted to the telecopier
number  specified in this Section and a  confirmation  of such telecopy has been
received by the sender, (ii)  if given by mail, five (5)  days after
such communication is deposited in the mail, certified or registered with return
receipt requested,  addressed as aforesaid or (iii)  if given by any other
means, when delivered at the addresses specified in this Section;  provided that
any notice given pursuant to Section 1 or Section 2 hereof shall
be effective only upon receipt. Section  11.12.  Construction. The parties
hereto  acknowledge  and agree that this  Agreement and the other Loan Documents
shall not be construed  more favorably in favor of one than the other based upon
which party  drafted the same,  it being  acknowledged  that all parties  hereto
contributed  substantially  to the  negotiation  of this Agreement and the other
Loan Documents.  NOTHING CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED TO PERMIT
ANY ACT OR OMISSION  WHICH IS  PROHIBITED  BY THE TERMS OF ANY OF THE OTHER LOAN
DOCUMENTS,  THE COVENANTS AND AGREEMENTS  CONTAINED  HEREIN BEING IN ADDITION TO
AND NOT IN SUBSTITUTION FOR THE COVENANTS AND AGREEMENTS  CONTAINED IN THE OTHER
LOAN DOCUMENTS.  Section  11.13.  Headings.  Section headings used in this
Agreement  are for  convenience  of  reference  only  and are not a part of this
Agreement  for  any  other  purpose.   Section 11.14.   Severability  of
Provisions. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other  jurisdiction.  All rights,  remedies  and powers  provided in this
Agreement and the other Loan  Documents may be exercised only to the extent that
the exercise  thereof does not violate any  applicable  mandatory  provisions of
law, and all the  provisions of this  Agreement and the other Loan Documents are
intended to be subject to all applicable  mandatory  provisions of law which may
be controlling  and to be limited to the extent  necessary so that they will not
render this Agreement or the other Loan Documents invalid or unenforceable.
 Section  11.15 Counterparts. This Agreement may be executed in any number
of  counterparts,  and by  different  parties  hereto  on  separate  counterpart
signature  pages,  and all such  counterparts  taken together shall be deemed to
constitute  one  and  the  same   instrument.   Section<-1-   32>11.16.   Entire
Understanding.  This Agreement together with the other Loan Documents constitute
the entire  understanding  of the parties  with  respect to the  subject  matter
hereof and any prior  agreements,  whether written or oral, with respect thereto
are superseded hereby except for prior understandings related to fees payable to
the Agent upon the  initial  closing of the  transactions  contemplated  hereby.
Section  11.17. Currency. Each reference in this Agreement to U.S. Dollars
or to an Alternative  Currency (the "relevant  currency") is of the essence.  To
the fullest extent permitted by law, the obligation of the Company in respect of
any  amount  due  in  the  relevant   currency  under  this   Agreement   shall,
notwithstanding any payment in any other currency (whether pursuant to a

                                      -54-

   

<PAGE>



judgment or  otherwise),  be discharged  only to the extent of the amount in the
relevant currency that the Agent or Lender entitled to receive such payment may,
in accordance with normal banking procedures, purchase with the sum paid in such
other  currency  (after any premium and costs of  exchange)  on the Business Day
immediately  following the day on which such party receives such payment. If the
amount in the relevant  currency so purchased  for any reason falls short of the
amount  originally  due in the  relevant  currency,  the Company  shall pay such
additional amounts, in the relevant currency,  as may be necessary to compensate
for the shortfall. Any obligations of the Company not discharged by such payment
shall,  to the fullest extent  permitted by applicable law, be due as a separate
and  independent  obligation  and, until  discharged as provided  herein,  shall
continue in full force and effect.  Section  11.18.  Currency Equivalence.
If for the  purposes  of  obtaining  judgment  in any court it is  necessary  to
convert a sum due from the Company on the Obligations in the currency  expressed
to be payable herein or under the Notes (the "specified  currency") into another
currency,  the  parties  agree that the rate of  exchange  used shall be that at
which in accordance with normal banking  procedures the Agent could purchase the
specified  currency with such other  currency on the Business Day preceding that
on which final  judgment is given.  The  obligation of the Company in respect of
any  such  sum  due to  the  Agent  or any  Lender  on  the  Obligations  shall,
notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following  receipt by the
Agent or such Lender,  as  applicable,  of any sum adjudged to be so due in such
other currency, the Agent or such Lender, as applicable,  may in accordance with
normal  banking  procedures  purchase  the  specified  currency  with such other
currency.  If the amount of the specified currency so purchased is less than the
sum  originally due to the Agent or such Lender in the specified  currency,  the
Company agrees, as a separate  obligation and notwithstanding any such judgment,
to indemnify  the Agent or such Lender,  as the case may be,  against such loss,
and if the amount of the  specified  currency  so  purchased  exceeds the amount
originally due to the Agent or such Lender in the specified currency,  the Agent
or such Lender,  as the case may be, agrees to remit such excess to the Company.
Section  11.19.  Binding Nature,  Governing Law, Etc. This Agreement shall
be binding upon the Company and its successors  and assigns,  and shall inure to
the benefit of the Agent and the Lenders and the benefit of their successors and
assigns, including any subsequent holder of an interest in the Obligations.  The
Company may not assign its rights  hereunder  without the written consent of the
Lenders. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS  WITHOUT  REGARD  TO  PRINCIPLES  OF  CONFLICTS  OF  LAWS.  Section
11.20.  Submission to Jurisdiction;  Waiver of Jury Trial. The Company hereby
submits to the nonexclusive jurisdiction of the United States District Court for
the Northern District of Illinois and of any Illinois State court sitting in the
City of Chicago for purposes of all legal proceedings arising out of or relating
to this  Agreement,  the other Loan Documents or the  transactions  contemplated
hereby or  thereby.  The  Company  irrevocably  waives,  to the  fullest  extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such  proceeding  brought in such a court and any claim that
any such proceeding  brought in such a court has been brought in an inconvenient
forum. THE COMPANY, THE AGENT, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.





                                      -55-

   

<PAGE>




         Upon your acceptance  hereof in the manner  hereinafter set forth, this
Agreement  shall  constitute  a contract  between  us for the uses and  purposes
hereinabove set forth.
         Dated as of this 4th day of November, 1998.


                                     ANICOM, INC.
                                     By

                                     Name:

                                     Title:








                                      -56-



<PAGE>



         Accepted and Agreed to at Chicago, Illinois as of the day and year last
         above written.


      Each of the Lenders hereby agrees with each other Lender that if it should
receive or obtain any payment (whether by voluntary payment, by realization upon
collateral,  by  the  exercise  of  rights  of  set-off  or  banker's  lien,  by
counterclaim  or cross action,  or by the  enforcement  of any rights under this
Agreement,  any of the other  Loan  Documents  or  otherwise)  in respect of the
Obligations  in a greater  amount than such Lender would have  received had such
payment  been made to the  Agent  and been  distributed  among  the  Lenders  as
contemplated by Section 3.4 hereof then in that event the Lender  receiving such
disproportionate payment shall purchase for cash without recourse from the other
Lenders an interest in the  Obligations  of the Company to such  Lenders in such
amount as shall  result in a  distribution  of such payment as  contemplated  by
Section  3.4 hereof.  In the event any payment  made to a Lender and shared with
the other Lenders pursuant to the provisions  hereof is ever recovered from such
Lender,  the Lenders receiving a portion of such payment hereunder shall restore
the same to the payor Lender,  but without  interest.  Amount and  Percentage of
Commitments:

Revolving Credit
      Commitment:
      $17,500,000


                                        HARRIS TRUST AND SAVINGS BANK
                                        By

                                                   Its Vice President

                                        111 West Monroe Street
                                        Chicago, Illinois  60603
                                        Attention:  James H. Colley
                                        Telephone:  (312) 461-6876
                                        Telecopy:  (312) 293-5041



                                                      









                                      -57-


<PAGE>




Revolving Credit
      Commitment:
      $16,250,000


                                      THE FIRST NATIONAL BANK OF CHICAGO
                                      By

                                      Its


                                      One First National Plaza
                                      Chicago, Illinois  60670
                                      Attention:  Julia A. Bristow
                                      Telephone:  (312) 732-7790
                                      Telecopy:  (312) 732-1117



                                                  















                                      -58-


<PAGE>




Revolving Credit
      Commitment:
      $16,250,000


                                          LASALLE NATIONAL BANK
                                          By

                                         Its


                                          135 South LaSalle Street
                                          Chicago, Illinois  60603
                                          Attention:  Marguerite A. Laughlin
                                          Telephone:  (312) 904-6150
                                          Telecopy:  (312) 904-6742































                                      -59-


<PAGE>




Revolving Credit
      Commitment:
      $10,000,000


                                          BANK OF AMERICA NATIONAL TRUST AND
                                          SAVINGS ASSOCIATION
                                          By

                                          Its


                                          231 South LaSalle Street
                                          Chicago, Illinois  60697
                                          Attention:  Paul R. Frey
                                          Telephone:  (312) 828-8230
                                          Telecopy:  (312) 765-2193



                                                      

                                      -60-


<PAGE>



                                    EXHIBIT A
                                  ANICOM, INC.
                  LONG-TERM MULTICURRENCY REVOLVING CREDIT NOTE
Chicago, Illinois
______________, 199___
         On the Revolving  Credit  Termination  Date,  for value  received,  the
undersigned,  ANICOM,  INC.,  a Delaware  corporation  (the  "Company"),  hereby
promises  to pay to the order of  ____________________  (the  "Lender"),  at the
principal  office of Harris Trust and Savings  Bank in Chicago,  Illinois (or in
the case of any LIBOR Portions denominated in an Alternative  Currency,  at such
office as the Agent has previously  notified the Company in the currency of such
LIBOR Portions in accordance with Section 3.4 of the Credit  Agreement),
the aggregate unpaid principal amount of all Loans owing from the Company to the
Lender  under  the  Revolving  Credit  provided  for  in  the  Credit  Agreement
hereinafter mentioned.
         This  Note  evidences  loans  constituting  part  of a  "Domestic  Rate
Portion"  and  "LIBOR  Portions"  as such  terms  are  defined  in that  certain
Long-Term  Multicurrency  Credit Agreement dated as of November 4, 1998,
between the Company,  Harris Trust and Savings Bank,  individually  and as Agent
thereunder,  and  the  other  Lenders  which  are now or may  from  time to time
hereafter  become  parties  thereto (said Credit  Agreement,  as the same may be
amended, modified or restated from time to time, being referred to herein as the
"Credit  Agreement")  made and to be made to the Company by the Lender under the
Revolving Credit provided for under the Credit Agreement, and the Company hereby
promises to pay interest at the office  described  above on each loan  evidenced
hereby at the rates and at the times and in the manner specified therefor in the
Credit Agreement.
         Each loan made under the  Revolving  Credit  provided for in the Credit
Agreement  by the Lender to the Company  against  this Note,  any  repayment  of
principal hereon,  the status of each such loan from time to time as part of the
Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR  Portion,
the currency thereof,  the interest rate and Interest Period applicable  thereto
shall be endorsed by the holder hereof on a schedule to this Note or recorded on
the books and records of the holder hereof  (provided that such entries shall be
endorsed  on a  schedule  to this Note  prior to any  negotiation  hereof).  The
Company agrees that in any action or proceeding instituted to collect or enforce
collection  of this Note,  the entries so endorsed on a schedule to this Note or
recorded  on the books and  records of the holder  hereof  shall be prima  facie
evidence of the unpaid  principal  balance of this Note, the status of each such
loan from time to time as part of the Domestic Rate Portion or a LIBOR  Portion,
and, in the case of any LIBOR Portion,  the currency thereof,  the interest rate
and Interest Period applicable thereto.
         This Note is issued by the Company  under the terms and  provisions  of
the Credit Agreement, and this Note and the holder hereof are entitled to all of
the benefits and security provided for thereby or referred to therein,  to which
reference is hereby made for a statement  thereof.  This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain  prepayments are required to be made hereon, all
in the  events,  on the  terms  and  with the  effects  provided  in the  Credit
Agreement.  All capitalized terms used herein without  definition shall have the
same meanings herein as such terms are defined in the Credit Agreement.

                                      -61-


<PAGE>



         The Company  hereby  promises to pay all costs and expenses  (including
attorneys'  fees)  suffered or incurred by the holder hereof in collecting  this
Note or enforcing  any rights in any  collateral  therefor.  The Company  hereby
waives  presentment  for  payment and demand.  THIS NOTE SHALL BE  CONSTRUED  IN
ACCORDANCE  WITH,  AND GOVERNED  BY, THE INTERNAL  LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                                      ANICOM, INC.
                                      By:

                                      Name:

                                      Title:


























                                      -62-

                                               


<PAGE>



                                    EXHIBIT B
                             COMPLIANCE CERTIFICATE

         To:      Harris Trust and Savings Bank, as Agent
         under, and the Lenders party to, the
         Credit Agreement described below
         This  Compliance  Certificate is furnished to the Agent and the Lenders
pursuant to that certain  Long-Term  Multicurrency  Credit Agreement dated as of
November  4, 1998, by and among Anicom,  Inc. (the "Company") and you (the
"Credit  Agreement").  Unless otherwise  defined herein,  the terms used in this
Compliance  Certificate  have  the  meanings  ascribed  thereto  in  the  Credit
Agreement.
         THE UNDERSIGNED HEREBY CERTIFIES THAT:
         1. I am  the  duly  elected  _________________________________  of  the
          Company;  2. I have  reviewed the terms of the Credit  Agreement and I
          have made, or have caused
to be made under my  supervision,  a  detailed  review of the  transactions  and
conditions  of the Company and its  Subsidiaries  during the  accounting  period
covered by the attached financial statements;
          3. The examinations  described in paragraph  2 did not disclose,
and I have no knowledge of, the existence of any condition or the  occurrence of
any event which  constitutes a Default or Event of Default  during or at the end
of the accounting period covered by the attached  financial  statements or as of
the date of this Certificate, except as set forth below;
          4. The  financial  statements  required by  Section 8.5 of the
Credit Agreement and being furnished to you  concurrently  with this Certificate
are  true,  correct  and  complete  as of the date and for the  periods  covered
thereby; and
          5. The Attachment  hereto sets forth  financial data and  computations
evidencing  the  Company's  compliance  with  certain  covenants  of the  Credit
Agreement,  all of which data and computations are, to the best of my knowledge,
true,  complete and correct and have been made in  accordance  with the relevant
Sections of the Credit Agreement.
         Described below are the exceptions,  if any, to  paragraph 3 by
listing,  in detail,  the nature of the  condition or event,  the period  during
which it has existed and the action which the Company has taken,  is taking,  or
proposes to take with respect to each such condition or event:
       
--------------------------------------------------------------------------------

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

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

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

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

         The foregoing certifications,  together with the computations set forth
in the  Attachment  hereto  and the  financial  statements  delivered  with this
Certificate  in support  hereof,  are made and delivered  this  _________ day of
__________________ 19___.


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

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

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

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

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





                                    (Print or Type Name)           (Title)


                                                       
                                      -63-
<PAGE>



                      ATTACHMENT TO COMPLIANCE CERTIFICATE
                                  ANICOM, INC.
      Compliance Calculations for Long-Term Multicurrency Credit Agreement
                          Dated as of November 4, 1998
                     Calculations as of _____________, 19___
  ---------------------------------------------------------------------------

A.     CURRENT RATIO (SECTION  8.6)
         1.       Total current assets (including prepaid expenses) ___________
         2.       Total current liabilities                         ___________
         3.       Special Post-Closing Acquisition Liabilities      ___________
         4.       Line 2 minus Line 3  
                  ("Current Ratio")                                 ___________
         6.       As listed in Section  8.6, the Current Ratio
                  shall not be less than                               1:40 : 1
         7.       Company is in Compliance?
                  (Circle Yes or No)                                      Yes/No

B.  INTEREST   COVERAGE  RATIO (SECTION 8.7) 
         1.       Consolidated  Net Income as defined      ___________ 
         2.       Amounts deducted in arriving at  
                  Consolidated Net Income in respect of
                      (a)      Interest Expense            ___________
                      (b)      Federal, state and local
                               income taxes                ___________
                  3.   Sum of Lines  1, 2(a) and 2(b)
                  ("EBIT")                                  ___________
                  4.   Interest Expense                     ___________
               












                                      -64-


<PAGE>



         5.                                Ratio of EBIT (Line  3)
                  to Interest Expense (Line  4) ("Interest
                  Coverage Ratio")                                         :1
                                                                    
         6.       As  listed  in  Section 8.7,  for  the  date  of  this
                  Certificate, the Interest Coverage
                  Ratio shall not be less than                        2.0 : 1
         7.       Company is in compliance?
                  (Circle yes or no)                                  Yes/No 
      C. TANGIBLE NET WORTH (SECTION  8.8)
         1.       Shareholders' Equity                              __________
         2.       Less
                  (a)      Notes receivable
                           from officers and
                           employees                               ____________
                  (b)      Intangible Assets                       ____________
                  3.                               Line 1 minus Lines 2(a) and
                  2(b)
                  ("Tangible Net Worth")                             __________
         4.       As required by Section  8.8,
                  Tangible Net Worth must not be less than
                  Minimum Required Amount
                  (a)      Consolidated Net Income                  ___________
                  (b)      .50 X Line 4(a)                          ___________
                  (c)      Line 4(b) plus the       $_________      ___________
                           Minimum Required
                           Amount for the immediately
                           preceding fiscal quarter
                           ("Minimum Required Amount")
         5.       Company is in compliance?  (Circle yes or no)        Yes/No 
                                                                    ==========
      D. DEBT TO EARNINGS RATIO (SECTION  8.9)
         1.       Total Funded Debt                                   _________
         2.       EBITDA (Line B3 plus amounts charged
                  for depreciation, amortization and
                  Fiscal 1998 Charges)                              ___________
         3.       Ratio of Line 1 to Line 2
                  ("Debt to Earnings Ratio")                           : 1
         4.       As listed in Section  8.9,
                  Debt to Earnings Ratio
                  must not be greater than                            3.5 : 1
         5.       Company is in compliance?  (Circle yes or no)       Yes/No 
      E.  LEVERAGE RATIO (SECTION  8.10)

                                                

                                      -65-


<PAGE>



         1.       Total Funded Debt                                 ____________
         2.       Shareholders' Equity                              ____________
         3.       Line  1 plus Line  2                              ____________
         4.       Total Capitalization
                  (from Line  E3 above)                            ____________
         5.       Ratio of Line  1 to Line  4
                  ("Leverage Ratio")                                      :1
         7.       As listed in Section  8.10, for
                  the date of this Certificate,
                  the Leverage Ratio shall not
                  be greater than
                        0.40 :1
         8.       Company is in compliance?
                  (Circle yes or no)                                    Yes/No 

                     F.    SPECIAL POST-CLOSING ACQUISITION LIABILITIES
       The following summarizes the Special Post-Closing Acquisition Liabilities
used in computing compliance with the current ratio (Section  8.6):
------------------------------------------------------------------------------

         Nature of Reserves          Date Credited            Amount





                                      -66- 


<PAGE>



                                    EXHIBIT C
                            SUBORDINATED INDEBTEDNESS



                                                BALANCE AS 
            INSTRUMENT     INTEREST RATE       OF 6/30/98     MATURITY



Note payable to Robert         8.55%           $1,000,000      In an installment
Brzustewicz                                                    on March  12,
                                                               1999


Note payable to James          prime           $440,213        In monthly
Hinshaw                                                        installments
                                                               through July 1,
                                                               2002


Notes payable to Kenneth       8.00%           $166,667        In an installment
Burgess                                                        on October  27,
                                                               1998


Note payable to Bruce        6.77% to 8.00%     $300,000       On demand
Stanley





                                              

                                      -67-


<PAGE>



                                    EXHIBIT D
                     SUBORDINATION PROVISIONS APPLICABLE TO
                                SUBORDINATED DEBT

         (a) The  indebtedness  evidenced by the  subordinated  notes1/* and any
renewals or extensions thereof (hereinafter called "Subordinated Indebtedness"),
shall at all times be wholly  subordinate  and junior in right of payment to any
and all  credit  and other  indebtedness,  obligations  and  liabilities  of the
Company to the lenders  (collectively  the "Lenders") and their agent (each,  an
"Agent")  under or in  connection  with (i) that  certain  Multicurrency
Long-Term  Credit  Agreement  dated as of  November  4,  1998 by and  among  the
Company, Harris Trust and Savings Bank, individually ("Harris") and as Agent for
the Lenders  thereunder  and other  Lenders from time to time party  thereto and
(ii) that certain  Short-Term  Credit  Agreement dated as of November 4,
1998 by and among the Company,  Harris Trust and Savings Bank,  individually and
as Agent for the Lenders  thereunder  and other  Lenders from time to time party
thereto,  in each case  howsoever  evidenced,  whether now existing or hereafter
created or arising, whether direct or indirect, absolute or contingent, or joint
or several,  as any of the same may be  modified,  supplemented  or amended from
time to time  (hereinafter  called "Superior  Indebtedness"),  in the manner and
with the force and effect hereafter set forth:
                   (1) In the event of any  liquidation,  dissolution or winding
         up of the Company of in the event of any execution sale,  receivership,
         insolvency, bankruptcy,  liquidation,  readjustment,  reorganization or
         other  similar  proceeding  relative to the Company or its  properties,
         then in any such event the holders of any and all Superior Indebtedness
         shall be  preferred  in the payment of their  claims over the holder or
         holders   of  the   Subordinated   Indebtedness,   and  such   Superior
         Indebtedness  shall be first  paid and  satisfied  in full  before  any
         payment  or  distribution  of any kind or  character,  whether in cash,
         property   or   securities   shall  be  made   upon  the   Subordinated
         Indebtedness; and in any such event any dividend or distribution of any
         kind or character,  whether in cash, property or securities which shall
         be made upon or in respect  of the  Subordinated  Indebtedness,  or any
         renewals  or  extensions  hereof,  shall be paid over to the holders of
         such  Superior  Indebtedness,  pro rata,  for  application  in  payment
         thereof  unless and until such  Superior  Indebtedness  shall have been
         paid and satisfied in full;
                   (2) Without limiting any of the other provisions  hereof,  in
         the event that the Subordinated Indebtedness is declared or becomes due
         and payable because of the occurrence of any event of default hereunder
         (or under the agreement or indenture,  as appropriate) or for any other
         reason  other than at the option of the  Company,  under  circumstances
         when the foregoing  clause (1) shall not be applicable,  the holders of
         the
        --------
         1
         *  Or debentures or other designation as may be appropriate.



                                      -68-


<PAGE>



         Subordinated  Indebtedness  shall be entitled  to  payments  only after
         there  shall  first  have been paid in full all  Superior  Indebtedness
         outstanding at the time the  Subordinated  Indebtedness  so becomes due
         and  payable  because of any such  event,  or  payment  shall have been
         provided for in a manner  satisfactory  to the holders of such Superior
         Indebtedness;
                   (3) No payment on account of principal of,  premium,  if any,
         or interest on the Subordinated  Indebtedness  shall be made, nor shall
         any  assets  be  applied  to  the  purchase  or  other  acquisition  or
         retirement  of the  Subordinated  Indebtedness,  unless full payment of
         amounts  then due on all  Superior  Indebtedness  has been made or duly
         provided  for, and no payment on account of principal of,  premium,  if
         any, or interest on the  Subordinated  Indebtedness  shall be made, nor
         shall any assets be applied to the  purchase  or other  acquisition  or
         retirement  of the  Subordinated  Indebtedness,  if at the time of such
         payment or  application  or  immediately  after giving effect  thereto,
         there  shall  exist a default  in the  payment of any amount due on any
         Superior Indebtedness;
                   (4) If there  shall  have  occurred a default  (other  than a
         default in the payment of any amount due) with  respect to any issue of
         Superior  Indebtedness,  as defined therein or in the instrument  under
         which the same has been issued,  permitting the holders thereof,  after
         notice or lapse of time, or both, to accelerate  the maturity  thereof,
         and any such  holders  as  constitute  a  sufficient  number  or hold a
         sufficient amount of such Superior Indebtedness as to have the right to
         so accelerate the maturity thereof (the "Notifying  Debtholders") shall
         give written notice of the default to the Company (a "Default Notice"),
         then, unless and until such default shall have been cured or waived, no
         payment on account of principal of, premium, if any, or interest on the
         Subordinated  Indebtedness  shall be made,  nor  shall  any  assets  be
         applied to the  purchase  or other  acquisition  or  retirement  of the
         Subordinated Indebtedness,  at any time during the 180 days immediately
         following  the  delivery  of the  Default  Notice to the  Company  (the
         "Blockage  Period");  provided that if, during the Blockage  Period the
         Notifying  Debtholders  shall  have  accelerated  the  maturity  of the
         Superior Indebtedness held by such Notifying Debtholders, or shall have
         taken such action as is  necessary  under the  governing  agreement  or
         instrument  to accelerate  the maturity of such  Superior  Indebtedness
         (subject  only to the  expiration  of a grace  period not  exceeding 30
         days),  then the  Blockage  Period shall be extended for any such grace
         period and thereafter for so long as such  acceleration  shall continue
         to be in effect and judicial  proceedings shall be pending with respect
         thereto,  the  Notifying   Debtholders  shall  be  in  the  process  of
         foreclosing or otherwise collecting or realizing on collateral for such
         Superior  Indebtedness or the Notifying  Debtholders shall otherwise be
         pursuing collection procedures in good faith. At the expiration of such
         Blockage Period, (i) the Company shall,  absent the occurrence prior to
         payment thereof by the Company of any event set forth in Section 1 or 3
         hereof, pay to the holders of the Subordinated Indebtedness all amounts
         which  would have been  payable  other  than by reason of  acceleration
         during the Blockage  Period and (ii) if the default  referred to in the
         Default  Notice shall continue to exist and shall not have been waived,
         then the  Notifying  Debtholders  shall be  permitted  to  submit a new
         Default  Notice  respecting  such  event of  default.  If,  during  any
         Blockage  Period, a subsequent  Default Notice is served  respecting an
         event or events of default which were in existence and known

                                         

                                      -69-


<PAGE>



         to such  Notifying  Debtholder  on the  first  day of the  pre-existing
         Blockage  Period,  then the Blockage period triggered by the subsequent
         Default  Notice shall  terminate  at the same time as the  pre-existing
         Blockage Period;
                   (5)  Any  holders  of  Subordinated  Indebtedness  shall  not
         without  the prior  written  consent  of the  holders  of the  Superior
         Indebtedness  take any  collateral for any  Subordinated  Indebtedness,
         whether  from the Company or any other party,  nor take any  guaranties
         for any Subordinated Indebtedness,  from any party, in each case if and
         so long as the terms of any of the Superior  Indebtedness prohibit such
         liens or  guaranties.  Without  limiting the effect of any of the other
         provisions of this Agreement,  any interest in or lien on any assets or
         properties of the Company or any other party which may (notwithstanding
         the foregoing  agreement) be held or hereafter acquired by or on behalf
         of  any  holder  of  Subordinated  Indebtedness  as  security  for  any
         Subordinated    Indebtedness   is   and   shall   be   absolutely   and
         unconditionally subject and subordinate in all respects to any security
         interest  or lien  which  may be held or  hereafter  acquired  by or on
         behalf of the holders of Superior  Indebtedness in the same such assets
         or properties as security for any Superior Indebtedness notwithstanding
         the time of attachment  of any interest  therein or lien thereon or the
         filing of any financing statement or any other priority provided by law
         or by agreement; and
                   (6) The holders of Subordinated  Indebtedness  shall not take
         any action to enforce collection of the Subordinated Indebtedness or to
         foreclose or otherwise  realize upon any security or guaranty  given to
         secure or guaranty the  Subordinated  Indebtedness  and the Company and
         any such  guarantor  shall  not  make any  payment  in  respect  of the
         Subordinated Indebtedness,  in each case during any Blockage Period, or
         otherwise unless the Company shall, 180 days prior to the taking of any
         such action,  have provided the holders of Superior  Indebtedness  with
         notice of the occurrence of the default giving rise to such action. Any
         provisions  of this  Section  6 to the  contrary  notwithstanding,  the
         restriction  contained in this  Section  shall no longer apply upon the
         first  to  occur  of  the  following:  (i) the  institution  of
         bankruptcy  proceedings  by or against  the  Company;  (ii) the
         acceleration of the Superior Indebtedness;  or (iii)  the payment
         or other satisfaction of all of the Superior Indebtedness.  The holders
         of the  Subordinated  Indebtedness  agree  to  accept  a cure  from the
         Lenders of any default  with respect to any  Subordinated  Indebtedness
         (with the same force and effect as if such cure were timely provided by
         the Company or the  appropriate  obligor) at any time during the period
         during which the holders of the Subordinated  Indebtedness agree not to
         act  pursuant to this  Section and if any such  default is cured during
         any such  period  shall be  rescinded  and  annulled  all with the same
         effect as though such default had not occurred and the rate of interest
         on such  Subordinated  Indebtedness  shall accrue during such period at
         the applicable predefault rate.
                   (7) The holders of  Subordinated  Indebtedness  undertake and
         agree for the  benefit  of each  holder  of  Superior  Indebtedness  to
         execute,  verify,  deliver  and file any  proofs  of  claim,  consents,
         assignments  or  other   instruments   which  any  holder  of  Superior
         Indebtedness may at any time require in order to prove and realize upon
         any  rights  or  claims  pertaining  to the  subordinated  notes and to
         effectuate the full benefit of the subordination  contained herein; and
         upon failure of the holder of any subordinated  note so to do, any such
         holder of

                                      -70-


<PAGE>



         Superior  Indebtedness shall be deemed to be irrevocably  appointed the
         agent and  attorney-in-fact  of the  holder  of such  note to  execute,
         verify,   deliver  and  file  any  such  proofs  of  claim,   consents,
         assignments or other instrument.
                   (8) No right of any holder of any  Superior  Indebtedness  to
         enforce  subordination  as herein  provided shall at any time or in any
         way be  affected  or  impaired by any failure to act on the part of the
         Company  or  the   holders  of   Superior   Indebtedness,   or  by  any
         noncompliance  by the  Company  with any of the terms,  provisions  and
         covenants of the  subordinated  notes or the agreement under which they
         are issued, regardless of any knowledge thereof that any such holder of
         Superior Indebtedness may have or be otherwise charged with.
                   (9) The  Company  agrees,  for the  benefit of the holders of
         Superior Indebtedness,  that in the event that any subordinated note is
         declared due and payable before its expressed  maturity  because of the
         occurrence of a default hereunder,  (i)  the Company will provide
         prompt  notice in writing of such  happening to the holders of Superior
         Indebtedness and (ii)  a holder of any Superior  Indebtedness may
         declare the same to be immediately  due and payable,  regardless of the
         expressed maturity thereof.
                  (10) To the extent that the  Company  makes any payment on the
         Superior Indebtedness which is subsequently invalidated, declared to be
         fraudulent or preferential,  set aside or is required to be repaid to a
         trustee, receiver or any other party under any bankruptcy act, state or
         Federal  law,  common  law  or  equitable  cause  (such  payment  being
         hereinafter  referred to as a "Voided Payment"),  then to the extent of
         such Voided Payment that portion of the Superior Indebtedness which had
         been  previously  satisfied by such Voided Payment shall be revived and
         continue in full force and effect as if such  Voided  Payment has never
         been made.  In the event that a Voided  Payment is  recovered  from the
         holders  of the  Superior  Indebtedness,  a default  in the  payment of
         Superior   Indebtedness   specified  in   paragraph   (a)(3)  of  these
         subordination  provisions  shall be  deemed to have  existed  and to be
         continuing  from the date of the initial  receipt by the holders of the
         Superior  Indebtedness  of such Voided Payment until the full amount of
         such Voided Payment is fully and finally  restored to the holder of the
         Superior   Indebtedness   and  until  such  time  these   subordination
         provisions shall be in full force and effect.
                  (11) In the event that any payment or  distribution  of assets
         is made to any holder of subordinated  notes in  contravention of these
         subordination  provisions,   such  payment  or  distribution  shall  be
         received  and held by such  holder  in  trust  for the  benefit  of the
         holders  of the  then  outstanding  Superior  Indebtedness  and  shall,
         forthwith upon receipt  thereof,  be paid or distributed to the holders
         of the Superior  Indebtedness,  pro rata,  for  application  in payment
         thereof.
                  (12) The  foregoing  provisions  are solely for the purpose of
         defining the relative rights of the holders of Superior Indebtedness on
         the one hand, and the holders of the  Subordinated  Indebtedness on the
         other hand, and nothing herein shall impair, as between the Company and
         the holders of the  Subordinated  Indebtedness,  the  obligation of the
         Company,  which is unconditional and absolute,  to pay the principal of
         and premium,  if any, and interest on the Subordinated  Indebtedness in
         accordance with their terms, nor shall

                                                 

                                      -71-


<PAGE>



         anything  herein prevent the holders of the  Subordinated  Indebtedness
         from exercising all remedies  otherwise  permitted by applicable law or
         hereunder upon default hereunder,  subject to the rights of the holders
         of Superior Indebtedness as herein provided for.






































                                      -72-


<PAGE>



                                    EXHIBIT E
                                    GUARANTY

         This  Guaranty  Agreement,  dated  as of  ____________,  ____,  made by
____________  _________________________________,  a _________________  organized
under the laws of _________________ (the "Guarantor");
                                                    WITNESSETH:
         WHEREAS, Anicom, Inc., a Delaware corporation (the "Borrower"),  Harris
Trust and Savings Bank  ("Harris"),  individually and as Agent (Harris acting as
such agent and any  successor or  successors  to Harris in such  capacity  being
hereinafter  referred to as the "Agent") and the lenders from time to time party
thereto   (Harris  and  such  other  lenders  being   hereinafter   referred  to
collectively as the "Lenders" and  individually as a "Lender") have entered into
a  Multicurrency  LongTerm  Credit  Agreement dated as of November 4, 1998 (such
Credit  Agreement  as the same may from time to time  hereafter  be  modified or
amended being  hereinafter  referred to as the "Credit  Agreement")  pursuant to
which the Lenders have extended  various credit  facilities to the Borrower (the
Agent  and  the  Lenders  being  hereinafter  referred  to  collectively  as the
"Guaranteed Creditors" and individually as a "Guaranteed Creditor"); and
         WHEREAS,  the Borrower owns and holds all or  substantially  all of the
issued and outstanding common capital stock of the Guarantor; and
         WHEREAS,  it is a condition  to the  extension of credit by the Lenders
under the Credit  Agreement that the Guarantor shall have executed and delivered
this Guaranty; and
         WHEREAS,  the Borrower  has  provided and will  continue to provide the
Guarantor  with  business,  technical  and financial  support  beneficial to the
proper  conduct  of the  Guarantor's  business  and the  Guarantor  will  obtain
benefits  as a result of the  extensions  of credit  to the  Borrower  under the
Credit  Agreement;  and,  accordingly,  the Guarantor desires to enter into this
Guaranty in order to satisfy the condition described in the preceding paragraph;
and
         NOW,  THEREFORE,  in  consideration of the foregoing and other benefits
accruing  to the  Guarantor,  the receipt  and  sufficiency  of which are hereby
acknowledged,  the  Guarantor  hereby makes the  following  representations  and
warranties to the Guaranteed  Creditors and hereby covenants and agrees with the
Guaranteed Creditors as follows:
          1. The Guarantor hereby  unconditionally and irrevocably guarantees to
the Guaranteed Creditors, the due and punctual payment of all present and future
indebtedness of the Borrower evidenced by or arising out of the Credit Documents
(as  hereinafter  defined),  including,  but  not  limited  to,  (a) the due and
punctual  payment  of  principal  of and  interest  on all  notes  issued by the
Borrower under the Credit Agreement and any and all notes issued in extension or
renewal  thereof or in substitution or replacement  therefor  (collectively  the
"Notes") as and when the same shall  become due and  payable,  whether at stated
maturity, by acceleration or otherwise,  and (b) the full and prompt performance
and  payment  when  due of any  and  all  other  indebtedness,  obligations  and
liabilities,  whether now existing or hereafter arising,  of the Borrower to the
Guaranteed  Creditors under or arising out of the Credit  Agreement,  the Notes,
Credit  Agreement  and each  guaranty  executed  by  another  subsidiary  of the
Borrower in connection with the Credit Agreement being hereinafter  collectively
referred to as the "Credit Documents"). The indebtedness, obligations and

                                                 

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<PAGE>



liabilities  described  in the  immediately  preceding  clauses  (a) and (b) are
hereinafter referred to as the "Guaranteed  Obligations".  In case of failure by
Borrower  punctually to pay any indebtedness  guaranteed  hereby,  the Guarantor
hereby  unconditionally  agrees to make such payment or to cause such payment to
be made punctually as and when the same shall become due and payable, whether at
stated maturity, by acceleration or otherwise,  and as if such payment were made
by the Borrower.
          2. The  obligations  of the  Guarantor  under this  Guaranty  shall be
unconditional   and  absolute  and,  without  limiting  the  generality  of  the
foregoing, shall not be released, discharged or otherwise affected by:
                   (a) any extension, renewal, settlement, compromise, waiver or
         release in respect of any  obligation  of the  Borrower or of any other
         guarantor under the Credit Agreement or any other Credit Document or by
         operation of law or otherwise;
                   (b)     any modification or amendment of or supplement to the
         Credit Agreement or any other Credit Document;
                   (c) any  change  in the  corporate  existence,  structure  or
         ownership of (including  any of the foregoing  arising from any merger,
         consolidation, amalgamation or similar transaction), or any insolvency,
         bankruptcy,  reorganization or other similar proceeding affecting,  the
         Borrower,  any other guarantor,  or any of their respective  assets, or
         any resulting release or discharge of any obligation of the Borrower or
         of any other  guarantor  contained  in any  Credit  Document  (it being
         understood  and agreed that the term  "Borrower"  as used herein  shall
         mean and include any corporation, partnership, association or any other
         entity  or  organization   resulting  from  a  merger,   consolidation,
         amalgamation or similar transaction involving the Borrower);
                   (d) the existence of any claim, set-off or other rights which
         the Guarantor may have at any time against any  Guaranteed  Creditor or
         any other person, whether or not arising in connection herewith;
                   (e) any failure to assert,  or any assertion of, any claim or
         demand or any  exercise  of, or  failure  to  exercise,  any  rights or
         remedies against the Borrower, any other guarantor, any other person or
         any of their respective properties;
                   (f)  any  application  of any  sums  by  whomsoever  paid  or
         howsoever realized to any obligation of the Borrower regardless of what
         obligations of the Borrower remain unpaid;
                   (g) any invalidity or unenforceability relating to or against
         the  Borrower  or any other  guarantor  for any  reason  of the  Credit
         Agreement  or  of  any  other  Credit  Document  or  any  provision  of
         applicable law or regulation  purporting to prohibit the payment by the
         Borrower or any other  guarantor of the principal of or interest on any
         Note or any other amount payable by it under the Credit Documents; or
                   (h) any other act or  omission to act or delay of any kind by
         any Guaranteed  Creditor or any other person or any other  circumstance
         whatsoever  that  might,  but for  the  provisions  of this  paragraph,
         constitute a legal or equitable  discharge  of the  obligations  of the
         Guarantor hereunder.
In order to hold the Guarantor liable hereunder, there shall be no obligation on
the part of the Guaranteed Creditors,  at any time, to resort for payment to the
Borrower or any other guarantor, or

                                      -74-


<PAGE>



resort to any collateral,  security, property, liens or other rights or remedies
whatsoever,  and the Guaranteed  Creditors  shall have the right to enforce this
Guaranty  irrespective  of whether  or not other  proceedings  or steps  seeking
resort or realization upon or from any of the foregoing are pending.
          3. The  Guarantor's  obligations  hereunder shall remain in full force
and effect until all commitments by the Guaranteed Creditors to extend credit to
the Borrower are  terminated  and the principal of and interest on the Notes and
all other  amounts  payable by the Borrower  under the Credit  Agreement and all
other Credit  Documents shall have been paid in full. If at any time any payment
of the  principal of or interest on any Note or any other amount  payable by the
Borrower under the Credit  Documents is rescinded or must be otherwise  restored
or returned upon the insolvency, bankruptcy or reorganization of the Borrower or
of any other guarantor, or otherwise, the Guarantor's obligations hereunder with
respect to such payment  shall be reinstated at such time as though such payment
had become due but had not been made at such time.
          4.    (a)
The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein,  as well as any requirement  that at any
time any action be taken by the Agent,  any Lender or any other  person  against
the Borrower, another guarantor or any other person.
         (b) The Guarantor hereby agrees not to exercise or enforce any right of
exoneration,  contribution,  reimbursement, recourse or subrogation available to
the Guarantor against the Borrower or any other guarantor, or as to any security
therefor, unless and until all commitments by the Guaranteed Creditors to extend
credit to the Borrower are  terminated  and the principal of and interest on the
Notes and all other amounts  payable by the Borrower under the Credit  Agreement
and all other Credit  Documents shall have been paid in full; and the payment by
the Guarantor of any of its  obligations  hereunder shall not in any way entitle
the Guarantor to any right,  title or interest (whether by way of subrogation or
otherwise) in and to any of the Guaranteed  Obligations or any proceeds  thereof
or any security  therefor  unless and until all  commitments  by the  Guaranteed
Creditors to extend credit to the Borrower are  terminated  and the principal of
and interest on the Notes and all other  amounts  payable by the Borrower  under
the Credit  Agreement  and all other  Credit  Documents  shall have been paid in
full.
          5.  Notwithstanding  any other provision hereof, the right of recovery
of the Guaranteed  Creditors  against the Guarantor  hereunder  shall not exceed
$1.00 less than the  amount  which  would  render  the  Guarantor's  obligations
hereunder void or voidable under applicable law,  including  without  limitation
fraudulent conveyance law.
          6. If  acceleration  of the time for payment of any amount  payable by
the Borrower under the Credit  Agreement or any other Credit  Document is stayed
upon the  insolvency,  bankruptcy or  reorganization  of the Borrower,  all such
amounts  otherwise  subject  to  acceleration  under  the  terms  of the  Credit
Agreement  or the other Credit  Documents  shall  nonetheless  be payable by the
Guarantor forthwith on demand by the Agent made at the request of the Guaranteed
Creditors.
          7. Any payment of a Guaranteed Obligation required to be made pursuant
to this Guaranty shall be made in the currency which such Guaranteed  Obligation
is required to be made in pursuant to the Credit  Agreement or such other Credit
Document giving rise to such Guaranteed Obligation.
          8.  This  Guaranty  shall  be  binding  upon  the  Guarantor  and  its
successors and assigns and
 

                                      -75-


<PAGE>



shall inure to the benefit of the Guaranteed  Creditors and their successors and
assigns.  Any  Guaranteed  Creditor  may, to the extent  permitted by the Credit
Agreement,  sell,  transfer or assign its rights in the  Guaranteed  Obligations
held by it, or any part thereof, or grant  participations  therein;  and in that
event,  each and every  immediate and  successive  assignee or transferee of, or
holder or participant in, all or any part of the Guaranteed  Obligations,  shall
have the right to enforce this Guaranty,  by suit or otherwise,  for the benefit
of such assignee, transferee, holder or participant as fully as if such assignee
or transferee, holder or participant were herein by name specifically given such
rights,  powers  and  benefits;  but  each  Guaranteed  Creditor  shall  have an
unimpaired right to enforce this Guaranty for its own benefit or for the benefit
of any such participant as to so much of the Guaranteed  Obligations that it has
not sold, assigned or transferred.
          9. The Guarantor  acknowledges  that executed (or conformed) copies of
the Credit  Agreement and the other Credit Documents have been made available to
its  principal  executive  officers  and such  officers  are  familiar  with the
contents thereof.
         10. Any acknowledgment or new promise,  whether by payment of principal
or interest or otherwise and whether by the Borrower,  or others  (including the
Guarantor),  with respect to any of the  Guaranteed  Obligations  shall,  if the
statute  of  limitations  in  favor  of the  Guarantor  against  the  Guaranteed
Creditors  shall have  commenced  to run,  toll the  running of such  statute of
limitations,  and if the  period  of such  statute  of  limitations  shall  have
expired, prevent the operation of such statute of limitations.
         11. The records of the Agent and each  Lender as to the unpaid  balance
of the  Guaranteed  Obligations at any time and from time to time shall be prima
facie  evidence  thereof  without  further  or  other  proof  for all  purposes,
including the enforcement of this Guaranty and any collateral therefor.
         12. Except as otherwise  required by law, each payment by the Guarantor
hereunder shall be made without  withholding for or on account of any present or
future taxes (other than overall net income taxes on the  recipient)  imposed by
or within the jurisdiction in which the Guarantor is domiciled, any jurisdiction
from which the  Guarantor  makes any  payment,  or (in each case) any  political
subdivision or taxing authority  thereof or therein.  If any such withholding is
so required,  the Guarantor shall make the withholding,  pay the amount withheld
to the appropriate  governmental  authority  before  penalties attach thereto or
interest  accrues  thereon and  forthwith pay such  additional  amount as may be
necessary  to ensure that the net amount  actually  received by each  Guaranteed
Creditor free and clear of such taxes  (including  such taxes on such additional
amount)  is equal to the  amount  which  that  Guaranteed  Creditor  would  have
received had such withholding not been made. If any Guaranteed Creditor pays any
amount in respect of any such taxes,  penalties or interest the Guarantor  shall
reimburse the Guaranteed  Creditor for that payment on demand in the currency in
which such payment was made. If the Guarantor pays any such taxes,  penalties or
interest,  it shall  deliver  official tax receipts  evidencing  that payment or
certified  copies  thereof to the  Guaranteed  Creditor  on whose  account  such
withholding  was  made  (with a copy to the  Agent if not the  recipient  of the
original)  on or before  the  thirtieth  day after  payment.  If any  Guaranteed
Creditor  determines it has received or been granted a credit  against or relief
or remission  for, or  repayment  of, any taxes paid or payable by it because of
any taxes,  penalties or interest  paid by the Guarantor and evidenced by such a
tax receipt,  such Guaranteed Creditor shall, to the extent it can do so without
prejudice

                                      -76-


<PAGE>



to the retention of the amount of such credit,  relief,  remission or repayment,
pay to the  Guarantor as  applicable,  such amount as such  Guaranteed  Creditor
determines is attributable to such deduction or withholding and which will leave
such  Guaranteed  Creditor  (after such payment) in no better or worse  position
than it would have been in if the  Guarantor  had not been required to make such
deduction or withholding.  Nothing herein shall interfere with the right of each
Guaranteed  Creditor to arrange its tax affairs in whatever manner it thinks fit
nor oblige any Guaranteed  Creditor to disclose any information  relating to its
tax affairs or any computations in connection with such taxes.
         13. Each reference in the Credit Agreement or any other Credit Document
to U.S.  Dollars or to an alternative  currency (the "relevant  currency") is of
the essence.  To the fullest  extent  permitted by law,  the  obligation  of the
Guarantor in respect of any amount due in the relevant currency under the Credit
Agreement  shall,  notwithstanding  any payment in any other  currency  (whether
pursuant to a judgment or  otherwise),  be discharged  only to the extent of the
amount in the relevant currency that the Guaranteed Creditor entitled to receive
such payment may, in accordance  with normal banking  procedures,  purchase with
the sum paid in such other currency (after any premium and costs of exchange) on
the business day immediately following the day on which such Guaranteed Creditor
receives  such payment.  If the amount of the relevant  currency so purchased is
less than the sum  originally  due to such  Guaranteed  Creditor in the relevant
currency, the Guarantor agrees, as a separate obligation and notwithstanding any
such judgment,  to indemnify such Guaranteed  Creditor against such loss, and if
the amount of the  specified  currency so  purchased  exceeds the sum of (a) the
amount  originally  due to the  relevant  Guaranteed  Creditor in the  specified
currency plus (b) any amounts shared with other Guaranteed Creditors as a result
of allocations of such excess as a  disproportionate  payment to such Guaranteed
Creditor  under  Section 3.4 of the Credit  Agreement,  such  Guaranteed
Creditor agrees to remit such excess to the Guarantor.
         14.  THIS  GUARANTY  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF ILLINOIS  (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS), in which
State it shall be performed by the Guarantor.
         15. The  obligation  of the Guarantor  hereunder  shall be absolute and
unconditional  under all  circumstances  and irrespective of the validity or the
enforceability of the Guaranteed  Obligations and irrespective of any present or
future law of any  government  or of any agency  thereof  purporting  to reduce,
amend or otherwise affect any of the Guaranteed Obligations.  To the extent that
the Guarantor or any of its  properties or revenues has or hereafter may acquire
any right of immunity  from suit,  judgment or execution,  the Guarantor  hereby
irrevocably  waives  such  right  of  immunity  in  respect  of its  obligations
hereunder  and in respect  of any action or  proceeding,  wherever  brought,  to
enforce  any  judgment   against  the  Guarantor  for  breach  of  any  of  such
obligations.
         16. The Guarantor  hereby submits to the  nonexclusive  jurisdiction of
the United States  District  Court for the Northern  District of Illinois and of
any  Illinois  State court  sitting in the City of Chicago  for  purposes of all
legal  proceedings  arising  out of or  relating  to this  Guaranty,  the Credit
Agreement, the other Credit Documents or the transactions contemplated hereby or
thereby,  and consents to the service of process by registered or certified mail
out of any  such  court  or by  service  of  process  on the  Borrower  (now  at
_________________________________

                                                   

                                      -77-


<PAGE>



_________________________________________________) which the Guarantor hereby
irrevocably appoints as its agent to receive, for it and on its behalf,  service
of process in any action or proceeding in Illinois. Such service shall be deemed
completed on delivery to such process  agent  (whether or not it is forwarded to
and received by the  Guarantor)  provided that notice of such service of process
is given by the Guaranteed Creditors to the Guarantor.  If, for any reason, such
process agent ceases to be able to act as such, the Guarantor irrevocably agrees
to appoint a substitute  process agent acceptable to the Agent and to deliver to
the Agent a copy of the new agent's acceptance of that appointment within thirty
days.  Nothing  contained  herein  shall  affect  the  right  of the  Guaranteed
Creditors to serve legal process in any other manner or to bring any  proceeding
hereunder in any  jurisdiction  where the Guarantor may be amenable to suit. The
Guarantor  irrevocably  waives,  to the fullest  extent  permitted  by law,  any
objection  which it may now or hereafter  have to the laying of the venue of any
such  proceeding  brought in such a court and any claim that any such proceeding
brought  in such a court  has  been  brought  in an  inconvenient  forum.  Final
judgment (a certified or exemplified copy of which shall be conclusive  evidence
of the  fact and of the  amount  of any  indebtedness  of the  Guarantor  to the
Guaranteed  Creditors therein described) against the Guarantor in any such legal
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions by suit on the judgment. The Guarantor, the Agent, and each Lender
hereby  irrevocably  waives  any and all  right to  trial  by jury in any  legal
proceeding  arising out of or relating to the Guaranty,  any Credit  Document or
the transactions contemplated hereby or thereby.
         17. The Guarantor shall at all times and from time to time do, execute,
acknowledge  and  deliver  or  cause  to be  done,  executed,  acknowledged  and
delivered all and singular every such further act, deed,  transfer,  assignment,
assurance,  document and  instrument  as the Agent or any Lender may  reasonably
require for the better  accomplishing  and effectuating of this Guaranty and the
provisions  contained herein, and every officer of the Agent and the Lenders and
each of them are irrevocably  appointed  attorneys or attorney to execute in the
name and on behalf of the  Guarantor  any  document or  instrument  for the said
purpose.
         18. Except as otherwise  defined herein,  terms used herein and defined
in the Credit Agreement shall be used herein as so defined.
         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to
be executed and delivered as of the date first above written.

                                       By

                                       Its




                                      -78-


<PAGE>



                                  SCHEDULE 6.2
                              MATERIAL SUBSIDIARIES

                                  JURISDICTION OF            PERCENTAGE
           NAME                  Incorporation                Ownership  

Anicom Multimedia Wiring            Canada                        100%
Systems, Incorporated






                            NON-MATERIAL SUBSIDIARIES

                                     JURISDICTION OF          PERCENTAGE
                    NAME              Incorporation           Ownership  

Morgan Hill Supply Company,             New York                 100%
Inc.2/(
    -  

Anicom-Carolina, Inc.*                  Delaware                 100%

Anicom-Norfolk, Inc.*                   Delaware                 100%

Anicom-Security, Inc.*                  Delaware                 100%

Northern Wire & Cable, Inc.*            Delaware                 100%

Northern Connectivity Corp.*            Michigan                 100%

3022504 Nova Scotia Limited             Canada                   100%







--------
2  The company is in the process of liquidating these Subsidiaries.


                                               










                                      -79-