CREDIT AGREEMENT


                            DATED AS OF JUNE 3, 1997


                                      AMONG


                            APAC TELESERVICES, INC.,




                                   THE LENDERS
                                  PARTY HERETO,


                                       AND


                         HARRIS TRUST AND SAVINGS BANK,
                            INDIVIDUALLY AND AS AGENT


TABLE OF CONTENTS

SECTION                         DESCRIPTION                            PAGE

SECTION 1.               THE CREDITS.                           1

     Section 1.1.        Revolving Credit.                      1
     Section 1.2.        A Loans.                               2
     Section 1.3.        B Loans.                               2
     Section 1.4.        Manner and Disbursement of Loans.      3
     Section 1.5.        Guaranties from Wholly-Owned
                           Subsidiaries.                        4

SECTION 2.               INTEREST AND CHANGE IN CIRCUMSTANCES.  4


     Section 2.1.        Interest Rate Options.                 4
     Section 2.2.        Minimum  LIBOR Portion Amounts.        6
     Section 2.3.        Computation of Interest.               6
     Section 2.4.        Manner of Rate Selection.              6
     Section 2.5.        Change of Law.                         6
     Section 2.6.        Unavailability of Deposits or
                            Inability to
                            Ascertain Adjusted LIBOR.           7
     Section 2.7.        Taxes and Increased Costs.             7
     Section 2.8.        Change in Capital Adequacy
                            Requirements.                       8
     Section 2.9.        Funding Indemnity                      9
     Section 2.10.       Lending Branch.                        9
     Section 2.11.       Discretion of Lenders as to Manner
                            of Funding.                         9
     Section 2.12.       Lender's Duty to Mitigate             10

SECTION 3.               FEES, PREPAYMENTS AND TERMINATIONS.   10

     Section 3.1.        Commitment Fee                        10
     Section 3.2.        Agent's Fee                           10
     Section 3.3.        Defaulting Lender                     10
     Section 3.4.        Voluntary Prepayments.                11
     Section 3.5.        Terminations.                         11

SECTION 4.               PAYMENTS, NOTATIONS AND REPLACEMENTS
                         OF LENDERS.                           11

     Section 4.1.        Place and Application of Payments.    11
     Section 4.2.        Notations.                            12
     Section 4.3.        Replacement of Lender.                13

SECTION 5.               DEFINITIONS; INTERPRETATION.          14

     Section 5.1.        Definitions.                          14
     Section 5.2.        Interpretation.                       23

SECTION 6.               REPRESENTATIONS AND WARRANTIES.       23

     Section 6.1.        Organization and Qualification        23
     Section 6.2.        Subsidiaries                          24
     Section 6.3.        Corporate Authority and Validity of
                            Obligations                        24
     Section 6.4.        Use of Proceeds; Margin Stock         25
     Section 6.5.        Financial Reports                     25
     Section 6.6.        No Material Adverse Change            25
     Section 6.7.        Full Disclosure                       25
     Section 6.8.        Good Title                            26
     Section 6.9.        Litigation and Other Controversies    26
     Section 6.10.       Taxes                                 26
     Section 6.11.       Approvals                             26
     Section 6.12.       Affiliate Transactions                26
     Section 6.13.       Investment Company; Public Utility
                            Holding Company                    27
     Section 6.14.       ERISA                                 27
     Section 6.15.       Compliance with Laws                  27
     Section 6.16.       Other Agreements                      27
     Section 6.17.       No Default                            27

SECTION 7.               CONDITIONS PRECEDENT                  27

     Section 7.1.        All Advances.                         28
     Section 7.2.        Initial Advance                       28
     Section 8.          Covenants                             30
     Section 8.1.        Maintenance of Business               30
     Section 8.2.        Maintenance of Properties             30
     Section 8.3.        Taxes and Assessments                 30
     Section 8.4.        Insurance                             30
     Section 8.5.        Financial Reports                     31
     Section 8.6.        Inspection                            33
     Section 8.7.        Leverage Ratio                        33
     Section 8.8.        Debt Service Coverage Ratio           33
     Section 8.9.        Fixed Charge Coverage Ratio           33
     Section 8.10.       Indebtedness for Borrowed Money       33
     Section 8.11.       Liens                                 34
     Section 8.12.       Investments, Acquisitions, Loans,
                           Advances and Guaranties             35
     Section 8.13.       Mergers, Consolidations and Sales     36
     Section 8.14.       Operating Leases.                     37
     Section 8.15.       Maintenance of Subsidiaries           37
     Section 8.16.       Dividends and Certain Other
                            Restricted Payments                37
     Section 8.17.       ERISA                                 38
     Section 8.18.       Compliance with Laws                  38
     Section 8.19.       Burdensome Contracts With Affiliates  38
     Section 8.20.       No Changes in Fiscal Year             38
     Section 8.21.       Change in the Nature of Business      38
     Section 8.22.       New Subsidiaries                      38

SECTION 9.               EVENTS OF DEFAULT AND REMEDIES        39

     Section 9.1.        Events of Default.                    39
     Section 9.2.        Non-Bankruptcy Defaults.              41
     Section 9.3.        Bankruptcy Defaults                   41

SECTION 10.              THE AGENT.                            41

     Section 10.1.       Appointment and Authorization.        41
     Section 10.2.       Rights as a Lender                    42
     Section 10.3.       Standard of Care                      42
     Section 10.4.       Costs and Expenses                    43
     Section 10.5.       Indemnity                             43
     Section 10.6.       Agent's Relationship with Company     44

SECTION 11.              MISCELLANEOUS.                        44

     Section 11.1.       Non-Business Days.                    44
     Section 11.2.       No Waiver, Cumulative Remedies.       44
     Section 11.3.       Waivers, Modifications and Amendments 44
     Section 11.4.       Costs and Expenses                    44
     Section 11.5.       Documentary Taxes.                    45
     Section 11.6.       Survival of Representations.          45
     Section 11.7.       Survival of Indemnities.              45
     Section 11.8.       Participations                        45
     Section 11.9.       Assignment Agreements                 46
     Section 11.10.      Notices                               46
     Section 11.11.      Construction                          47
     Section 11.12.      Headings                              47
     Section 11.13.      Severability of Provisions.           47
     Section 11.14.      Counterparts.                         48
     Section 11.15.      Entire Understanding                  48
     Section 11.16.      Binding Nature, Governing Law, Etc    48
     Section 11.17.      Submission to Jurisdiction;
                            Waiver of Jury Trial                48


Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49


Exhibit A - Revolving Note
Exhibit B - Term Note
Exhibit C - Guaranty Agreement
Exhibit D - Compliance Certificate
Exhibit 7.2(c) - Form Opinion of Counsel for Company
Schedule 6.2 - Subsidiaries
Schedule 8.11 - Permitted Debt




                                CREDIT AGREEMENT

     This Credit Agreement is entered into as of the 3rd day of June, 1997, by
and between APAC TeleServices, Inc., an Illinois corporation (the "Company"),
Harris Trust and Savings Bank, a national banking association, individually as a
Lender and as an agent (the "Agent"), and the lending institutions which are or
hereafter become signatories hereto ("Lenders").




                                    RECITALS




     A.   The Company has requested that Lenders loan monies to Company.

     B.   The Lenders, upon acceptance of this Agreement in writing, will lend
monies and/or make advances, extensions of credit or other financial
accommodations to, on behalf of or for the benefit of the Company pursuant
hereto.

     NOW, THEREFORE, in consideration of the recitals set forth above, which by
this reference are incorporated into the Agreement set forth below, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and subject to the terms and conditions hereof and on the
basis of the representations and warranties herein set forth, the Company, the
Agent and the Lenders hereby agree to the following:

SECTION 1.     THE CREDITS.

     Section 1.1.   Revolving Credit.  Generally.  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 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
"Commitment", as such amount may be reduced pursuant hereto (such amount for
each Lender, as so reduced, being hereinafter referred to as such Lender's
"Commitment" and such amount for more than one Lender, in each case as so
reduced, being hereinafter referred to as such Lenders' "Commitments").  The
Revolving Credit may be utilized by the Company in the form of A Loans or B
Loans, all as more fully hereinafter set forth, provided that:

          (i)  the aggregate principal amount of A Loans outstanding at any one
     time shall not exceed the Commitments as then in effect; and

          (ii)  the aggregate cumulative principal amount of B Loans made on and
     after the date hereof shall not exceed the lesser of (x) $20,000,000 or (y)
     the difference between the Commitments in effect as of the date hereof and
     the Commitments in effect as of the date of such determination.

During the period from and including the date hereof to but not including the
Termination Date, the Company may use the Commitments from time to time by
borrowing, repaying and (in the case of A Loans) reborrowing Loans in whole or
in part, 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 Commitments as of any time is necessary, (i) the A Loans shall be
deemed to utilize the Commitments to the extent such A Loans are then
outstanding and (ii) the outstanding B Loans shall not be deemed as having
utilized the Commitments (except to the extent of the reductions in the
Commitments that occur under Section 1.3(b) hereof concurrently with the making
of, and in the same aggregate amount as, each B Loan).  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 Commitment as in effect immediately prior to such extension.

     Section 1.2.   A Loans.  Subject to the terms and conditions hereof, the
Revolving Credit may be availed of by the Company in the form of loans for the
Company's general working capital needs and other corporate purposes
(individually an "A Loan" and collectively the "A Loans").  A Loans shall not be
used to fund directly or indirectly any Restricted Payment; provided, however,
that not more than $5,000,000 in aggregate cumulative principal amount of
A Loans may be used on and after the date hereof to fund Permitted Shareholder
Redemptions.  Except to the extent Section 2 requires otherwise with respect to
LIBOR Portions, each A Loan shall be in a minimum amount of $100,000 or such
greater amount which is an integral multiple of $25,000; and each A Loan shall
be made pro rata by the Lenders in accordance with the amounts of their
Commitments.  Each advance made by a Lender of its pro rata share of an A Loan
shall be made against and evidenced by a Revolving Credit Note of the Company
(individually a "A Note" and collectively the "A Notes") payable to the order of
such Lender in the amount of its Commitment, with each A Note to be in the form
(with appropriate insertions) attached hereto as Exhibit A.  Each A Note shall
be dated the date of issuance thereof, be expressed to bear interest as set
forth in Section 2 hereof, and be expressed to mature on the Termination Date.
Without regard to the principal amount of each A 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 A Loans then or theretofore made thereon
less all payments of principal actually received.

     Section 1.3.   B Loans.  (a)  Subject to the terms and conditions hereof,
the Revolving Credit may also be availed of by the Company in the form of loans
to fund Permitted Shareholder Redemptions (individually a "B Loan" and
collectively the "B Loans").  Except to the extent Section 2 requires otherwise
with respect to LIBOR Portions, each B Loan shall be in a minimum amount of
$5,000,000 or such greater amount which is an integral multiple of $5,000,000;
and each B Loan shall be made pro rata by the Lenders in accordance with the
amounts of their respective Commitments.  Each advance made by a Lender of its
pro rata share of a B Loan shall be made against and evidenced by a separate
Term Note of the Company (individually a "B Note" and collectively the
"B Notes"), with a separate set of B Notes to the Lenders for each B Loan.  The
B Note issued to each Lender for its share of a B Loan shall be dated the date
of the B Loan evidenced thereby and payable to the order of such Lender in the
original principal amount of its share of such B Loan and otherwise in the form
(with appropriate insertions) attached hereto as Exhibit B.  Each B Loan shall
mature as to principal in consecutive quarterly installments equal (except for
the final installment) to one-twentieth (1/20th) of the original principal
amount of such B Loan, commencing on the last day of the calendar quarter during
which such B Loan was made and continuing on the last of each and every calendar
quarter thereafter, with the final installment to be in the amount of all
principal not sooner paid and due on June 30, 2002.

     (b)  Reduction in Commitments From Term Loans.  The principal amount of
each B Loan made by a Lender shall concurrently and permanently reduce by like
amount such Lender's Commitment.

     (c)  No Reborrowing of B Loans.  No amount paid or prepaid on any B Loan
may be borrowed again.

     Section 1.4.   Manner and Disbursement of Loans.  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) one (1) Business Day prior to the
date the Company requests that any Loan be made to it under the 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 Loan requested (which
must be a Business Day) and the amount of such Loan and whether such Loan is an
A Loan or B Loan.  Each Loan shall initially constitute part of the applicable
Domestic Rate Portion except to the extent the Company has otherwise timely
elected 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.  Not later than 1:00 p.m. (Chicago
time) on the date specified for any Loan to be made by a Lender hereunder, such
Lender shall make the proceeds of its pro rata share of such Loan available to
the Agent in Chicago, Illinois in immediately available funds.  Subject to the
provisions of Section 7 hereof, the proceeds of each Loan shall be made
available to the Company at the principal office of the Agent in Chicago,
Illinois, in immediately available funds, upon receipt by the Agent from each
Lender of its pro rata share of such Loan.  Unless the Agent shall have been
notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to
be made hereunder that such Lender does not intend to make its pro rata share of
such Loan available to the Agent, the Agent may assume that such Lender has made
such share 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 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 the 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 2.9 hereof
with respect to such payment.

     Section 1.5.   Guaranties from Wholly-Owned Subsidiaries.  Payment of the
Loans and the other Obligations shall be guaranteed by each Wholly-Owned
Subsidiary which is a Material Subsidiary, whether now existing or hereafter
formed or acquired, pursuant to separate guaranties which are in substantially
the form attached hereto as Exhibit C or otherwise in form and substance
satisfactory to the Required Lenders (any such guaranty being hereinafter
referred to as a "Guaranty" and collectively as the "Guaranties") (each such
Wholly-Owned Subsidiary delivering a Guaranty being hereinafter referred to as a
"Guarantor" and collectively the "Guarantors").  In the event that the Company
or any Wholly-Owned Subsidiary shall after the date hereof form or acquire any
Wholly-Owned Subsidiary which is a Material Subsidiary or any Wholly-Owned
Subsidiary shall become a Material Subsidiary, the Company shall cause each
relevant Subsidiary to execute and deliver to the Agent a Guaranty, together
with such corporate board resolutions as the Required Lenders shall reasonably
require to assure the due authorization of such Guarantor's execution of such
Guaranty and opinions of counsel as are reasonably necessary to confirm as to
such Guarantor and such Guaranty, the matters addressed for the other Guarantors
in the opinion form attached hereto as Exhibit 7.2(c).  The Company shall pay
all the costs and expenses incurred by the Agent and Lenders in connection with
the foregoing.

SECTION 2.     INTEREST AND CHANGE IN CIRCUMSTANCES.

     Section 2.1.   Interest Rate Options.

     (a)  Portions.  Subject to the terms and conditions of this Section 2,
(i) portions of the principal indebtedness evidenced by the Notes (all of the
indebtedness evidenced by a particular class of 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 (ii) at the option of the Company, 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 of such class of Notes.  All of
the indebtedness evidenced by a particular class of Notes which bears interest
with reference to a particular Adjusted LIBOR for a particular Interest Period
shall constitute a single LIBOR Portion of such class of Notes.  There shall not
be more than twenty (20) LIBOR Portions applicable to all the Notes outstanding
at any one time (taken together), and each Lender shall have a ratable interest
in each Portion.  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 thereafter bear interest, whether before or after
judgment, until payment in full thereof (or such earlier time, if any, as such
default in payment shall be (x) cured within the grace period provided therefor
in Section 9.1(a) hereof or (y) waived in writing by the Lenders in their sole
discretion) 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 quarter-annually in arrears on the last
day of each March, June, September and December in each year (commencing on the
first of such dates after the date hereof) 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 Margin to the Adjusted LIBOR for such Interest Period, provided that
if any LIBOR Portion is not paid when due (whether by lapse of time,
acceleration or otherwise) such Portion shall thereafter bear interest, whether
before or after judgment, until payment in full thereof (but in no event after
such time, if any, whether during or after the Interest Period then applicable
thereto, as such default in payment shall be (x) cured within the grace period
provided therefor in Section 9.1(a) hereof or (y) waived in writing by the
Lenders in their sole discretion) (1) through the end of the Interest Period
then applicable thereto at the rate per annum determined by adding 2% to the
interest rate which would otherwise be applicable thereto, and (2) if such
default in payment shall not have yet been so cured or waived, effective at the
end of such Interest Period, such LIBOR Portion shall automatically be converted
into and added to the applicable Domestic Rate Portion and shall thereafter bear
interest at the interest rate applicable to such Domestic Rate Portion after
default.  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 three (3) months, on the date
occurring every three (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 1:00 p.m. (Chicago time) on the
third 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 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 shall automatically be converted into and added to the applicable
Domestic Rate Portion as of and on the last day of such Interest Period.  The
Agent shall promptly notify each Lender of each notice received from the Company
pursuant to the foregoing provision.

     Section 2.2.   Minimum  LIBOR Portion Amounts.  Each LIBOR Portion shall be
in an amount equal to $1,000,000 or such greater amount which is an integral
multiple of $250,000.

     Section 2.3.   Computation of Interest.  All interest on the Notes 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 1:00 p.m. (Chicago time) at least three (3) Business Days prior to the
date designated by the Company as the effective date that any LIBOR Portion be
created or that any part of the applicable Domestic Rate Portion be converted
into a LIBOR Portion.  Each such notice shall specify in each instance the
amount of the LIBOR Portion to be created or effected by conversion, as the case
may be, and the Interest Period selected therefor, and the Agent shall promptly
notify each Lender of each notice received from the Company pursuant to the
foregoing provision.  If any request is made to convert a LIBOR Portion into the
relevant Domestic Rate Portion, 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 necessity of
independent investigation, the Company hereby indemnifying the Agent and the
Lenders from any liability or loss ensuing from so acting.

     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 after the date hereof in applicable laws, treaties or
regulations or any change after the date hereof in the interpretation thereof of
any of the foregoing by any governmental authority charged with the
administration thereof or any central bank or any 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) makes it unlawful for such Lender to create or continue to maintain any
LIBOR Portion, 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 under this
Agreement shall terminate until it is no longer unlawful for such Lender to
create, continue or maintain such LIBOR Portion.  The Company, within five
(5) days (or sooner if applicable law so requires) after written demand from the
affected Lender or the Agent, 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 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, (i) any Lender shall
determine in good faith that deposits in the amount of any LIBOR Portion
scheduled to be outstanding during such Interest Period are not readily
available to such Lender 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, then such Lender shall promptly give
notice thereof to the Agent (which shall in turn promptly notify the Company and
the other Lenders) and 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 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 ascertaining Adjusted LIBOR.

     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 new 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 within sixty (60) days
after written 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 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) substantially concurrently
with such demand 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 would 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 thirty (30) days after written 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.  (a) 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.

     (b)  If a Lender requests such a reimbursement under clause (a) above, it
shall provide to the Company (with a copy to the Agent) a 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) 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
or offices specified on the signature pages hereof or on any Assignment
Agreement executed and delivered pursuant to Section 11.9 hereof or at such of
its branches or offices as such Lender may from time to time elect. 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 in any material
respect 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 the
relevant market in the amount of its pro rata share of such LIBOR Portion,
having a maturity corresponding to such Interest Period, and bearing an interest
rate equal to the LIBOR for such Interest Period.

     Section 2.12.  Lender's Duty to Mitigate.  Each Lender agrees that, as
promptly as practicable after it becomes aware of the occurrence of an event or
the existence of a condition that would cause it to be affected under
Section 2.5, 2.6 or 2.7 hereof, such Lender will, after notice to the Company,
to the extent not inconsistent with such Lender's internal policies and
customary business practices, use its best efforts to make, fund or maintain the
affected LIBOR Portion through another lending office of such Lender if as a
result thereof the unlawfulness which would otherwise require payment of such
Portion pursuant to Section 2.5 hereof would cease to exist or the circumstances
which would otherwise terminate such Lender's obligation to make such Portion
under Section 2.6 hereof would cease to exist or the increased costs which would
otherwise be required to be paid in respect of such Portion pursuant to
Section 2.7 hereof would be materially reduced, and if, as determined by such
Lender, in its sole discretion, the making, funding or maintaining of such
Portion through such other lending office would not otherwise adversely affect
such Portion or such Lender.  The Company hereby agrees to pay all reasonable
expenses incurred by each such Lender in utilizing another lending office
pursuant to this Section 2.12.

SECTION 3.     FEES, PREPAYMENTS AND TERMINATIONS.

     Section 3.1.   Commitment Fee.  For the period from and including the date
hereof to but not including the Termination Date, the Company shall pay to the
Agent for the account of the Lenders a commitment fee on the average daily
unused portion of the Commitments at the rate of 0.125% per annum (computed on
the basis of a year of 360 days for the actual number of days elapsed).  Such
commitment fee accruing during each calendar quarter shall be payable quarter-
annually in arrears on the 15th day of the immediately following calendar
quarter (commencing on the first of such dates after the date hereof) and on the
Termination Date.

     Section 3.2.   Agent's Fee.  On the date hereof, and on the date occurring
on each anniversary of the date hereof 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 3.3.   Defaulting Lender.  Notwithstanding anything herein to the
contrary, any commitment fee accrued with respect to any of the Commitments of a
Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Company so
long as such Lender shall be a Defaulting Lender except to the extent that such
commitment fee shall otherwise have been due and payable by the Company prior to
such time; and provided further that no commitment fee shall accrue on any of
the Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.

     Section 3.4.   Voluntary Prepayments.  The Company shall have the privilege
of prepaying the Notes, without premium or penalty, in whole or in part (but if
in part, then in a minimum amount of (x) $100,000 or such greater amount which
is an integral multiple of $100,000 as to any particular class of A Notes being
prepaid or (y) $5,000,000 or such greater amount which is an integral multiple
of $1,000,000 as to any particular class of B Notes being prepaid) at any time
upon prior notice to the Agent (such notice if received subsequent to 11:00 a.m.
(Chicago time) on a given day to be treated as though received at the opening of
business on the next Business Day), which shall promptly so notify the Lenders,
by paying to the Agent for the account of the Lenders the principal amount to be
prepaid and (i) if such a prepayment prepays any particular class of Notes in
full, accrued interest thereon to the date of prepayment, (ii) if such a
prepayment prepays the A Notes in full and is accompanied by the termination in
whole of the Commitments, accrued interest thereon to the date of prepayment
plus any commitment fee which has accrued on such Commitments and is unpaid,
(iii) if such a prepayment prepays any particular class of B Notes in full,
accrued interest thereon to the date of prepayment plus any commitment fee which
has accrued on the Commitments and is unpaid and (iv) any amounts due to the
Lenders under Section 2.9 hereof.

     Section 3.5.   Terminations.  The Company shall have the right at any time
and from time to time, upon prior notice to the Agent (which shall promptly so
notify the Lenders), effective as of the close of any calendar quarter specified
in such notice ending more than thirty (30) days after the Agent's receipt of
such notice, 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 $500,000 or such
greater amount which is an integral multiple of $100,000) the Commitments,
provided that the Commitments may not be reduced to an amount less than the
aggregate principal amount of the A Loans then outstanding under such
Commitments.  Any termination of Commitments pursuant to this Section 3.4 may
not be reinstated.

SECTION 4.     PAYMENTS, NOTATIONS AND REPLACEMENTS OF LENDERS.

     Section 4.1.   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
in lawful money of the United States of America, in immediately available funds
at the place of payment, without set-off or counterclaim and without reduction
for, and free from, any and all present or future taxes, levies, imposts,
duties, 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).  No amount paid or prepaid on the B Notes may be
reborrowed, and partial prepayments of any class of the B Notes shall be applied
in the inverse order of their maturities.  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.  Unless
the Company otherwise directs, principal payments on any particular class of
Notes shall be first applied to the Domestic Rate Portion (if any) of such Notes
until payment in full thereof, with any balance applied to the LIBOR Portions
(if any) 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, pro rata as
     among the Lenders in accord with the then respective unpaid principal
     balances of the Notes;

          (d)  fourth, to the Agent and the Lenders pro rata in accord with the
     amounts of any other Obligations owing to them (if any) unless and until
     all such Obligations have been fully paid and satisfied; and

          (e)  fifth, to the Company or to whoever else applicable law shall
     require.

     Section 4.2.   Notations.  All Loans made against a Note, the status of all
amounts evidenced by a Note as constituting part of an A Loan or B Loan or 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 Portions
shall be recorded by each Lender on its books and records or, at its option in
any instance, endorsed on a schedule to its Note and the unpaid principal
balance and status, rates and Interest Periods so recorded or endorsed by such
Lender shall be prima facie evidence in any court or other proceeding brought to
enforce such Note of the principal amount remaining unpaid thereon, the status
of the Loans evidenced thereby 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.
Prior to any negotiation of a Note, a Lender shall record on a schedule thereto
the status of all amounts evidenced thereby as constituting part of the
applicable Domestic Rate Portion or a LIBOR Portion and, in the case of any
LIBOR Portion, the rates of interest and the Interest Periods applicable
thereto.  As soon as practicable, but in no event later than one (1) Business
Day after prior written notice from the Company to each Lender, such Lender
shall provide to the Company a written payoff letter from such Lender setting
forth the amount required to pay the Notes in full as of the date or dates
requested by the Company and any other amounts due by the Company hereunder
(with a per diem amount owing thereafter).

     Section 4.3.   Replacement of Lender.  (a) In the event that (x) the
Company receives from a Lender a certificate requesting an amount be paid to
such Lender under Section 2.7, 2.8 or 2.9 hereof and the Required Lenders have
not similarly made requests for payment arising out of the same circumstances or
(y) the obligation of any Lender to make or maintain any LIBOR Portion has
terminated under Section 2.5 or 2.6 hereof and the obligations of the Required
Lenders to make or maintain LIBOR Portions have not similarly terminated by
reason of the same circumstances or (z) any Lender becomes a Defaulting Lender,
then the Company may request other Lenders hereunder to assume in full the
Commitments then in effect of the Lender requesting such amount be paid or whose
obligations with respect to LIBOR Portions have so terminated or of such
Defaulting Lender, as the case may be (such Lender in each case being herein
referred to as the "Replaceable Lender"), and to purchase the Notes issued to
the Replaceable Lender at a price equal to the outstanding principal amount of
such Notes and the Replaceable Lender's share of any accrued and unpaid interest
on such Notes plus accrued and unpaid commitment fees owed to the Replaceable
Lender, and if any Lender or Lenders in their sole discretion agree so to assume
in full the Commitments of the Replaceable Lender (each an "Assuming Lender"),
and after payment by the Company to the Replaceable Lender of all amounts due
under this Agreement to such Lender (including any amount specified as due in a
certificate submitted under Section 2.7, 2.8 or 2.9 hereof) not so paid by the
Assuming Lender, then such assumption shall take place in the manner set forth
in subsection (b) below.  In the event no Lender or Lenders agrees to assume in
full the Commitments of the Replaceable Lender, then the Company may nominate
one or more Lenders not then party to this Agreement so to assume in full the
Commitments of the Replaceable Lender, and if such nominated Lender or Lenders
are acceptable to the Required Lenders (excluding the Replaceable Lender), such
assumption shall take place in the manner set forth in subsection (b) below and
each such Lender or Lenders shall become a Lender hereunder (each a "New
Lender") and the Replaceable Lender shall no longer be a party hereto or have
any rights hereunder.

     (b)  In the event a Replaceable Lender's Commitments are to be assumed in
full by an Assuming Lender or a New Lender, then such assumption shall take
place on a date acceptable to the Company, the Replaceable Lender and the
Assuming Lender or New Lender, as the case may be, and such assumption shall
take place through the payment of all amounts due under this Agreement to the
Replaceable Lender and the execution of such instruments and documents as shall,
in the reasonable opinion of the Agent, be reasonably necessary or appropriate
for the Assuming Lender or New Lender to assume in full the Commitments of the
Replaceable Lender (including, without limitation, the issuance of new Notes and
the execution of an amendment hereto making any New Lender a party hereto).  In
the event no Assuming Lender or New Lender agrees to assume in full the
Commitments of the Replaceable Lender, then such Replaceable Lender shall remain
a party hereto and its Commitments shall remain in effect.

     (c)  The rights and remedies against a Defaulting Lender under this
Agreement, including without limitation this Section 4.3, are in addition to
other rights and remedies that the Company may have against such Defaulting
Lender with respect to any Loan which such Defaulting Lender has not funded, and
that the Agent, or any Lender may have against such Defaulting Lender with
respect to any such Loan.

SECTION 5.     DEFINITIONS; INTERPRETATION.

     Section 5.1.   Definitions.  The following terms when used herein shall
have the following meanings:

     "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 in
immediately available funds are offered to the Agent at 11:00 a.m. (London,
England time) two (2) Business Days before the beginning of such Interest Period
by three (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 for a
period equal to such Interest Period which appears on the Telerate Page 3750 as
of 11:00 a.m. (London, England time) on the date two Business Days before the
commencement of such Interest Period.  "Telerate Page 3750" means the display
designated as "Page 3750" on the Telerate Service (or such other page as may
replace 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; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interests of any other Person (other than as a limited partner
of such other Person) will be deemed to control such corporation or other
Person.

     "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.

     "A Loan" is defined in Section 1.2 hereof.

     "A Note" is defined in Section 1.2 hereof.

     "Applicable Margin" means the rate specified below, subject to quarterly
adjustment as hereinafter provided:

<TABLE>
<CAPTION>

                          When Following Status
                          Exists For Any Margin
                           Determination Date        Applicable           Applicable           Applicable           Applicable
                                                       Margin               Margin               Margin               Margin

                                                  For Domestic Rate   For LIBOR Portions    For Domestic Rate   For LIBOR Portions
                                                 Portion of A Loans       of A Loans       Portion of B Loans
                                                                                                                    of B Loans
                                                                              Is:
                                                         Is:                                       Is:                  Is:
                         <S>                             <C>                 <C>                   <C>                 <C>
                         Level I Status                  0%                 0.375%                 0%                 0.625%
                         Level II Status                 0%                 0.500%                 0%                 0.750%
                         Level III Status                0%                 0.750%                 0%                 1.000%
                         Level IV Status                 0%                  1.00%                 0%                 1.250%
</TABLE>

provided, however, that all of the foregoing is subject to the following:

          (i)  the initial Applicable Margin in effect through the first Margin
     Determination Date shall be the Applicable Margin for Level III Status;

          (ii)  the Applicable Margin in effect through the Margin Determination
     Date corresponding with the end of the Company's 1997 fiscal year shall not
     be greater than the Applicable Margin for Level III Status;

          (iii)  on or before the date that is thirty (30) Business Days after
     the date on which the Company has delivered a Compliance Certificate to the
     Agent for a given quarterly accounting period pursuant to Section 8.5
     hereof (such date that is thirty (30) Business Days after the date on which
     the Company delivered 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 accounting period, based
     upon the Compliance Certificate and financial statements delivered to the
     Agent under Section 8.5 hereof for such accounting period, and shall
     promptly notify the Company and the Lenders of such determination and of
     any change in the Applicable Margin resulting therefrom.  Any such change
     in the Applicable Margin 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 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 I Status.  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 of delivery until the next
     Margin Determination Date; and

          (iv)  if and so long as any Event of Default has occurred and is
     continuing hereunder, notwithstanding anything herein to the contrary, the
     Applicable Margin shall be the Applicable Margin for Level I Status.

     "Authorized Representative" means the Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer, Senior Vice President-Finance,
Vice President-Finance and Vice President & Controller of the Company and those
other persons (if any) 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 the Chairman of the Board, President, Chief Executive Officer, Chief
Financial Officer, Senior Vice President-Finance, Vice President-Finance or Vice
President & Controller of the Company in a written notice to the Agent.

     "B Loans" is defined in Section 1.3 hereof.

     "B Notes" is defined in Section 1.3 hereof.

     "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 United
States Dollar deposits in London, England and Nassau, Bahamas.

     "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" means a certificate furnished to the Agent
pursuant to Section 8.5 hereof in the form of Exhibit D hereto.

     "Commitment" is defined in Section 1.1 hereof.

     "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 Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

     "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.

     "Defaulting Lender" shall mean a Lender which has failed to fund as and
when required by the terms and conditions of this Agreement such Lender's
ratable share of any Loan hereunder, if any so long as such failure continues
unremedied.

     "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; 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) 3/8 of 1%
(0.375%).

     "Domestic Rate Portions" is defined in Section 2.1(a) hereof.

     "EBITDA" means, with reference to any period, Net Income for such period
plus all amounts deducted in arriving at such Net Income amount in respect of
(i) Interest Expense for such period, plus (ii) federal, state and local income
taxes for such period, plus (iii) all amounts properly charged for depreciation
of fixed assets and amortization of intangible assets during such period on the
books of the Company and its Subsidiaries.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

     "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

     "Existing Credit Agreement" means the Credit Agreement dated as of June 5,
1996, among the Company, the banks referred to therein and the Agent, as agent.

     "Fixed Charges" means, with reference to any period, the sum (without
duplication) of (i) the aggregate amount of payments required to be made by the
Company and its Subsidiaries within the twelve (12) calendar months following
the close of such period in respect of principal on all long-term Indebtedness
for Borrowed Money (whether at maturity, as a result of mandatory sinking fund
redemption, mandatory prepayment, acceleration or otherwise), plus (ii) Interest
Expense for such period, plus (iii) the aggregate amount of capital expenditures
(as determined and classified in accordance with GAAP) made by the Company and
its Subsidiaries during such period.

     "Fixed Charge Coverage Ratio" is defined in Section 8.9 hereof.

     "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.

     "Guaranties" is defined in Section 1.5 hereof.

     "Guarantors" is defined in Section 1.5 hereof.

     "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.

     "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 determined 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 one (1), two (2), three (3) or
six (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.

     "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 11.9 hereof.

     "Level I Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is greater than or
equal to 2.00 to 1.

     "Level II Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is greater than 1.50
to 1 but less than 2.00 to 1.

     "Level III Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is greater than 1.00
to 1 but less than or equal to 1.50 to 1.

     "Level IV Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is less than or
equal to 1.00 to 1.

     "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 and the Guaranties.

     "Loans" means and includes A Loans and B Loans, unless the context in which
such term is used shall otherwise require.

     "Material  Subsidiary" shall mean each Subsidiary other than a Non-Material
Subsidiary.

     "Net Income" means, with reference to any period, the net income (or net
loss) of the Company and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP, 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 or losses and also excluding any taxes on such profits and any tax
credits upon such losses.

     "Non-Material Subsidiary" shall mean any Subsidiary (i) the revenues of
which (directly and together with its subsidiaries) for the most recently
completed fiscal year of the Company were less than 2% of the Company's
consolidated revenues for such fiscal year and (ii) the consolidated total
assets of which (directly and together with its subsidiaries) as of the date of
such financial statements were less than 2% of the Company's consolidated total
assets as of such date; provided, however, that each Subsidiary which would (but
for this proviso) constitute a Non-Material Subsidiary with the greatest
revenues shall constitute a Material Subsidiary if (i) the revenues of such
Subsidiary (directly and together with its subsidiaries), when together with the
revenues of Non-Material Subsidiaries (directly and together with their
respective subsidiaries), in each case for the most recently completed fiscal
year of the Company equal or exceed 5% of the Company's consolidated revenues
for such fiscal year or (ii) the consolidated total assets of such Subsidiary
(directly and together with its subsidiaries), when taken together with the
consolidated total assets of the Non-Material Subsidiaries (directly and
together with their respective subsidiaries), in each case as the date of such
financial statements equal or exceed 5% of the Company's consolidated total
assets as of such date.

     "Notes" means and includes the A Notes and the B Notes, unless the context
in which such term is used shall otherwise require.

     "Obligations" means all obligations of the Company to pay principal and
interest on the Loans, 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.

     "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

     "Permitted Shareholder Redemptions" means redemptions by the Company of its
common capital stock during the period from the date hereof through June 30,
1999 for an aggregate consideration not to exceed $25,000,000.

     "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 IV of ERISA
or subject to the minimum funding standards under Section 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) 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.

     "Portion" is defined in Section 2.1(a) hereof.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

     "Required Lenders" means, as of the date of determination thereof, those
Lenders holding at least 66-2/3% of the Commitments or, in the event that no
Commitments are outstanding hereunder, holding at least 66-2/3% in aggregate
principal amount of the Loans; provided, however, if at such time (i) any Lender
shall be a Defaulting Lender and (ii) no Default or Event of Default shall have
occurred and be continuing, there shall be excluded from the determination of
Required Lenders (i) the Commitments of such Lender at such time and (ii) if no
Commitments are outstanding at such time, the aggregate amount of the Loans
owing to such Lender (in its capacity as a Lender) and outstanding at such time.

     "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 "Commitment" and opposite their signatures
on Assignment Agreements delivered pursuant to Section 11.9 hereof under the
heading "Commitment", as such amounts may be reduced pursuant hereto.

     "SEC" shall mean the Securities and Exchange Commission of the United
States.

     "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,
the total shareholders' equity (including 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 determined on a consolidated basis in
accordance with GAAP, less the sum of (i) all notes receivable from officers and
employees of the Company and its Subsidiaries, (ii) the aggregate book value of
all assets which would be classified as intangible assets under GAAP, including,
without limitation, goodwill, patents, trademarks, trade names, copyrights,
franchises and deferred charges (including, without limitation, unamortized debt
discount and expense, organization costs and deferred research and development
expense) and similar assets and (iii) the write-up of assets above cost.

     "Termination Date" means June 30, 2002, or such earlier date on which the
Commitments are terminated in whole pursuant to Section 3.5, 9.2 or 9.3 hereof.

     "Total Capitalization" means, as of any time the same is to be determined,
the sum of Tangible Net Worth plus Total Funded Debt.

     "Total Funded Debt" means all Indebtedness for Borrowed Money of the
Company and its Subsidiaries determined without duplication on a consolidated
basis.

     "Total Liabilities" means, as of any time the same is to be determined, the
aggregate of all indebtedness, obligations, liabilities, reserves and any other
items which would be listed as a liability on a balance sheet of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP, and
in any event including all indebtedness and liabilities of any other Person
which the Company or any Subsidiary may guarantee or otherwise be responsible or
liable for (other than any liability arising out of the endorsement of
commercial paper for deposit or collection received in the ordinary course of
business or other contingent liabilities not required to be included under GAAP
as liabilities on a balance sheet), all indebtedness and liabilities secured by
any Lien on any Property of the Company or any Subsidiary, whether or not the
same would be classified as a liability on a balance sheet, the liability of the
Company or any Subsidiary in respect of banker's acceptances and letters of
credit, and the aggregate amount of rentals or other consideration payable by
the Company or any Subsidiary in accordance with GAAP over the remaining
unexpired term of all Capital Leases, but excluding all general contingency
reserves and reserves for deferred income taxes and investment credit.

     "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.

     "Voting Stock" of any Person means capital stock of any class or classes
(however designated) having ordinary voting power for the election of directors
or such Person, other than stock having such power only by reason of the
happening of a contingency.

     "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.

     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.

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 Illinois, 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 where the failure to be so
licensed or qualified would have a material adverse effect on the financial
condition, Properties, business or operations of the Company and its
Subsidiaries, taken as a whole.

     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 where the failure to be
so licensed or qualified would have a material adverse effect on the financial
condition, Properties, business or operations of the Company and its
Subsidiaries, taken as a whole.  Each Wholly-Owned Subsidiary that is a Material
Subsidiary is also a Guarantor.  Each Guarantor has full right, power and
authority to execute and deliver the Guaranty being executed by it and to
observe and perform each and all of the matters and things therein provided for,
and the Guaranties do not, nor will the performance or observance by the
Guarantors of any of the matters and things therein provided for, contravene any
provision of law or any charter or by-law provision of the Guarantors or any
covenant, indenture or agreement of or affecting the Guarantors or any of their
respective Properties or require any governmental approval or consent.
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.

     Section 6.3.  Corporate Authority and Validity of Obligations.  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 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.

     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, the Company's
charter, articles of incorporation and by-laws, resolutions of the Company's
board of directors, and the terms of this Agreement. 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 29, 1996 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
Arthur Andersen LLP, independent public accountants, and the unaudited interim
consolidated balance sheet of the Company and its Subsidiaries as at March 30,
1997 and the related consolidated statements of income, retained earnings and
cash flows of the Company and its Subsidiaries for the thirteen (13) weeks 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 March 30, 1997, except as
disclosed in Form 8-K of the Company filed with the Securities and Exchange
Commission on April 25, 1997, 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.

     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 8.11 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 United States federal income and all other
material tax returns required to be filed by the Company or any Subsidiary
(except those returns other than United States federal income tax returns, the
failure to file of which could not 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) 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.  To the best knowledge of the Company, 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 material 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.

     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 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.  To the best knowledge of the Company,
the Company and each of its Subsidiaries are in compliance in all material
respects 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, taken as a whole.  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 and its Subsidiaries, taken as a whole.

     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 and its Subsidiaries, taken as
a whole.

     Section 6.17.  No Default.  No Default or Event of Default has occurred and
is continuing.

SECTION 7.  CONDITIONS PRECEDENT.

     The obligation of the Lenders to make any Loan under this Agreement is
subject to the following conditions precedent:

     Section 7.1.  All Advances.  As of the time of the making of each Loan
(including the initial Loan) hereunder:

          (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 Loan;

          (c)  immediately prior to such Loan, the unused Commitments equal or
     exceed the principal amount of the Loan to be so extended;

          (d)  in the case of an A Loan, after giving effect to such Loan, the
     aggregate principal amount of all A Loans outstanding under this Agreement
     shall not exceed the Commitments;

          (e)  in the case of a B Loan, after giving effect to such Loan, the
     aggregate principal amount of all B Loans made under this Agreement on a
     cumulative basis on and after the date hereof shall not exceed the lesser
     of (i) $20,000,000 or (ii) the difference between the Commitments in effect
     as of the date hereof and the Commitments in effect after giving effect to
     the reduction therein pursuant to Section 1.3(b) hereof as a result of such
     Loan;

          (f)  the Agent shall have received a written certificate from an
     Authorized Representative (in form and substance reasonably satisfactory to
     the Agent) stating that such Loan will be used for a purpose permitted by
     this Agreement; and

          (g)  such Loan 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 shall constitute its warranty as to the facts
specified in subsections (a) through (f), 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 A Notes;

          (ii)  the Guaranties (if any);

          (iii)  certified copies of resolutions of the Board of Directors of
     the Company and each Guarantor authorizing the execution and delivery of
     this Agreement, the Notes and the Guaranties, as appropriate;

          (iv)  copies of the articles of incorporation and by-laws of the
     Company and each Guarantor certified by the Secretary or other appropriate
     officer of the Company or such Guarantor, as the case may be; and

          (v)  an incumbency certificate containing the name, title and genuine
     signatures of each of the Company's Authorized Representatives.

          (b)  legal matters incident to the execution and delivery of this
     Agreement and the other Loan Documents and to the transactions contemplated
     hereby shall be reasonably satisfactory to each Lender and its counsel; and
     the Agent shall have received for the account of the Lenders the favorable
     written opinion of counsel for the Company in form set forth as
     Exhibit 7.2(c) hereof;

          (c)  the Agent shall have received for the account of the Lenders a
     good standing certificate for the Company (dated as of the date no earlier
     than thirty (30) days prior to the date hereof) from the office of the
     secretaries of state of the states of Illinois and Iowa;

          (d)  the Agent shall have received for the account of the Lenders a
     good standing certificate for each Guarantor (dated as of the date no
     earlier than thirty (30) days prior to the date hereof) from the office of
     the secretary of the state in which such Guarantor was incorporated or
     formed;

          (e)  The proceeds of such initial credit shall be used to pay in full
     all outstanding "Obligations" under the Existing Credit Agreement except to
     the extent such "Obligations" constitute a "LIBOR Portions," in which event
     such "Obligations" shall be deemed A Loans made by the same Lender
     hereunder evidenced by the relevant A Notes issued to such Lender, with
     interest on each such "LIBOR Portion" to be due and payable at the end of
     the "Interest Period" applicable thereto at the time such "LIBOR Portion"
     becomes evidenced by the A Notes and the interest applicable to each such
     "LIBOR Portion" to continue at the rate which would otherwise applicable
     thereto under the Existing Credit Agreement (except that the "Applicable
     Margin" under the Existing Credit Agreement shall be deemed the Applicable
     Margin hereunder).  The Lenders and the Company agree that concurrently
     with such initial credit, the Existing Credit Agreement shall terminate and
     all "Obligations" outstanding thereunder (except for such "LIBOR Portions")
     shall be due and payable; and

          (f)  The Agent shall have received a certificate by the President,
     Chief Executive Officer, Chief Financial Officer or Senior Vice President-
     Finance of the Company, stating that on the date of such initial extension
     of credit no Default or Event of Default has occurred and is continuing.

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.  Maintenance of Business.  The Company shall, and shall cause
each Subsidiary to, preserve and maintain its existence; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
corporate existence of any Non-Material Subsidiary if discontinuance of such
Non-Material Subsidiary is desirable in the conduct of the Company's business or
the business of any Subsidiary and such discontinuance not disadvantageous in
any material respect to the Lenders.  The Company shall, and shall cause each
Subsidiary to, preserve and keep in force and effect all licenses, permits and
franchises necessary to the proper conduct of its business; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the preservation thereof is no longer desirable in the conduct of the
business of the Company or any Subsidiary and the loss thereof is not
disadvantageous in any material respect to the Lenders.

     Section 8.2.  Maintenance of Properties.  The Company shall maintain,
preserve and keep its property, plant and equipment in good repair, working
order and condition (ordinary wear and tear excepted) and shall from time to
time in Company's reasonable business judgment 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
shall cause each Subsidiary to do so in respect of Property owned or used by it.

     Section 8.3.  Taxes and Assessments.  The Company shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees and governmental 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 shall insure and keep insured, and
shall 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 shall insure, and shall 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 shall upon request furnish to the Agent and any Lender a certificate
setting forth in summary form the nature and extent of the insurance maintained
pursuant to this Section.

     Section 8.5.  Financial Reports.  The Company shall, and shall cause each
Subsidiary to, maintain a standard system of accounting in accordance with GAAP
and shall 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, shall furnish to the Lenders:

          (a)  as soon as available, and in any event within forty-five
     (45) days after the close of each quarterly accounting period of the
     Company, a copy of the consolidated and consolidating balance sheet of the
     Company and its Subsidiaries as of the last day of such period and the
     consolidated and consolidating statements of income, retained earnings and
     cash flows of the Company and its Subsidiaries for such quarter and for the
     fiscal year-to-date period then ended, each in reasonable detail showing in
     comparative form the figures for the corresponding date and period in the
     previous fiscal year, prepared by the Company in accordance with GAAP and
     certified to by the President, Chief Executive Officer, Chief Financial
     Officer or Senior Vice President-Finance of the Company;

          (b)  within forty-five (45) 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;

          (c)  within ninety (90) 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 audited financial statements of the Company and the
     Subsidiaries for such year with the accompanying report of independent
     public accountants;

          (d)  as soon as available, and in any event within ninety (90) days
     after the close of each annual accounting period of the Company, to the
     extent not contained in the Company's Form 10-K Report filed with the SEC
     for such year, a copy of the consolidated balance sheet of the Company and
     its Subsidiaries as of the last day of the period then ended and the
     consolidated statements of income, retained earnings and cash flows of the
     Company and its Subsidiaries for the period then ended, and accompanying
     notes thereto, each in reasonable detail showing in comparative form the
     figures for the previous fiscal year, accompanied by the opinion thereon of
     Arthur Andersen & Company or another firm of independent public accountants
     of recognized national standing, selected by the Company and satisfactory
     to the Required Lenders, to the effect that such consolidated financial
     statements have been prepared in conformity with GAAP and present fairly
     the consolidated financial condition of the Company and its Subsidiaries as
     of the close of such fiscal year and the results of their operations and
     cash flows for the fiscal year then ended and that the audit of such
     financial statements was made in accordance with generally accepted
     auditing standards and, accordingly, such audit provided a reasonable basis
     for their opinion;

          (e)  within the period provided in subsection (d) above, the written
     statement of the accountants who certified the audit report thereby
     required that in connection with their audit, nothing comes to their
     attention that causes them to believe that the Company was not in
     compliance with the terms, covenants, conditions or provisions of this
     Agreement insofar as they relate to accounting matters;

          (f)  promptly after receipt thereof, any additional management letters
     or other information similar in scope given to it by its independent public
     accountants;

          (g)  as soon as available, and in any event no later than thirty
     (30) days prior to the end of each fiscal year of the Company, a copy of
     the Company's consolidated and consolidating business plan for the
     following fiscal year, such business plan to show the Company's projected
     consolidated and consolidating revenues, expenses, and balance sheet on an
     annual basis, such business plan to be in reasonable detail prepared by the
     Company and in form reasonably satisfactory to the Required Lenders;

          (h)  promptly after the 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; and

          (i)  promptly after knowledge thereof shall have come to the attention
     of any responsible officer of the Company, written notice of any threatened
     or pending material litigation or governmental proceeding or labor
     controversy against the Company or any Subsidiary which, if adversely
     determined, would adversely effect the financial condition, Properties,
     business or operations of the Company and its Subsidiaries, taken as a
     whole, or of the occurrence of any Default or Event of Default hereunder.

Each of the financial statements furnished to the Lenders pursuant to
subsection (c) of this Section 8.5, and each of the financial statements
furnished to the Lenders for any fiscal quarter of the Company pursuant to
subsection (b) of this Section 8.5, shall be accompanied by a written
certificate in the form attached hereto as Exhibit D signed by the President,
Chief Executive Officer, Chief Financial Officer or Senior Vice
President-Finance of the Company to the effect that to the best of such
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 8.7, 8.8 and 8.9
of this Agreement.

     Section 8.6.  Inspection.  The Company shall, and shall cause each
Subsidiary to, permit the Agent, each Lender and each of their 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, employees and independent public accountants (and by this provision
the Company hereby authorizes such accountants to discuss with the Agent and
such Lenders the finances and affairs of the Company and of each Subsidiary) at
such reasonable times and reasonable intervals as the Agent or any such Lender
may designate.

     Section 8.7.  Leverage Ratio.  The Company will at all times maintain a
ratio of Total Funded Debt to Total Capitalization, in each case on a
consolidated basis for the Company and its Subsidiaries, of not more than 0.50
to 1.

     Section 8.8.  Debt Service Coverage Ratio.  The Company will, as of the
last day of each fiscal quarter of the Company, maintain the ratio of Total
Funded Debt as of such day to EBITDA for the four fiscal quarters then ended at
not more than 1.25 to 1.

     Section 8.9.  Fixed Charge Coverage Ratio.  The Company will, as of the
last day of each fiscal quarter of the Company, maintain the ratio of EBITDA for
the four fiscal quarters then ended to Fixed Charges for the same four fiscal
quarters then ended (the "Fixed Charge Coverage Ratio") of not less than the
amount set forth to the right of such date below:

             As of Last Day of Each Fiscal         Fixed Charge Coverage Ratio

             Quarter Ending During Period:            Shall Not Be Less Than:
             Date hereof through 12/31/97                    0.90 to 1
             1/1/98 through 12/31/98                         1.00 to 1
             1/1/99 through 12/31/99                         1.10 to 1
             1/1/00 and thereafter                           1.25 to 1


     Section 8.10.  Indebtedness for Borrowed Money.  The Company shall not, nor
shall it permit any Subsidiary to, issue, incur, assume, create or have
outstanding any Indebtedness for Borrowed Money; provided, however, that the
foregoing shall not restrict nor operate to prevent:

          (a)  the Obligations of the Company owing to the Agent and the Lenders
     hereunder;

          (b)  purchase money indebtedness and Capitalized Lease Obligations
     secured by Liens permitted by Section 8.11 hereof in an aggregate amount
     not to exceed $10,000,000 at any one time outstanding;

          (c)  obligations of the Company aggregating not more than $1,367,385
     in respect of (i) the City of Cedar Rapids, Iowa Industrial Development
     Revenue Bonds (E & S Electrical Contractors, Inc. Project), Series 1981 and
     (ii) the City of Cedar Rapids, Iowa Industrial Development Revenue Bonds
     (TLS Co. Project), Series 1981;

          (d)  indebtedness of Subsidiaries acquired in compliance with
     Section 8.12(h) hereof, and indebtedness assumed by the Company or any
     Subsidiary of a Person whose assets were acquired in compliance with such
     Section 8.12(h), in each case existing at the time of such acquisition and
     not created in contemplation of such acquisition and aggregating not more
     than $1,000,000 at any one time outstanding; and

          (e)  intercompany loans and advances permitted by Section 8.12 hereof;
     and

          (f)  other indebtedness not otherwise permitted by this Section
     aggregating not more than $1,000,000 at any one time outstanding.

     Section 8.11.  Liens.  The Company shall not, nor shall 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 the
foregoing shall not apply to nor operate to prevent:

          (a)  Liens arising by statute in connection with worker's
     compensation, 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 subsection, including interest
     and penalties thereon, if any, shall not be in excess of $100,000 at any
     one time outstanding;

          (d)  Liens on property of the Company or any of its Subsidiaries
     created solely for the purpose of securing indebtedness permitted by
     Section 8.10(b) hereof, representing or incurred to finance, refinance or
     refund the purchase price of Property, provided that no such Lien shall
     extend to or cover other Property of the Company or such Subsidiary other
     than the respective Property so acquired, and the principal amount of
     indebtedness secured by any such Lien shall at no time exceed the original
     purchase price of such Property;

          (e)  Liens on the Company's buildings and related fixtures at the so-
     called Cedar Rapids Ground Transportation Center in Cedar Rapids, Iowa
     securing the indebtedness permitted by Sections 8.10(c) hereof; and

          (f)  Liens set forth on Schedule 8.11 hereof.

     Section 8.12.  Investments, Acquisitions, Loans, Advances and Guaranties.
The Company shall not, nor shall 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 acquire all or any
substantial part of the assets or business of any other Person or division
thereof, 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 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 rated at least P-1 by Moody's
     Investors Services, Inc. and at least A-1 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 bank 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)  loans by the Company to, or other investments by the Company in,
     any one or more Subsidiaries in the ordinary course of the Company's
     business aggregating not more than $2,000,000 at any one time outstanding;

          (f)  loans by any one or more Subsidiaries to the Company in the
     ordinary course of such Subsidiaries' business aggregating not more than
     $500,000 at any one time outstanding;

          (g)  loans by any one or more Subsidiaries to, or other investments by
     any one or more Subsidiaries in, any one or more other Subsidiaries in the
     ordinary course of such lending or investing Subsidiaries' business
     aggregating not more than $500,000 at any one time outstanding;

          (h)  acquisitions of all or substantially all of the assets or
     business of any other Person engaged in the same or similar business as the
     Company or division of such a Person, or of all or substantially all of the
     assets or Voting Stock of such a Person, so long as (i) no Default or Event
     of Default exists or would exist after giving effect to such acquisition,
     (ii) the Board of Directors or other governing body of such Person whose
     assets or Voting Stock is being so acquired has approved the terms of such
     acquisition, (iii) the Company shall have delivered to the Lenders an
     updated Schedule 6.2 to reflect any new Subsidiary resulting from such
     acquisition, (iv) the aggregate amount expended by the Company and its
     Subsidiaries as consideration for such acquisition (and in any event (1)
     including as such consideration, any Indebtedness for Borrowed Money
     assumed or incurred as a result of such acquisition and (2) excluding as
     such consideration, any equity securities issued by the Company as
     consideration for such acquisition), when taken together with the aggregate
     amount expended on a cumulative basis after the date hereof as
     consideration (again, similarly including Indebtedness for Borrowed Money
     assumed or incurred and excluding equity securities issued) for all other
     acquisitions permitted under this Section 8.12(h) does not aggregate more
     than $25,000,000, (v) the Company can demonstrate that on a pro forma basis
     (including financial projections for the twelve months following the
     subject acquisition) after giving effect to the subject acquisition it will
     continue to comply with all the terms and conditions of the Loan Documents,
     and (vi) the Company has provided to the Lenders financial statements of
     the Person whose assets or Voting Stock is being so acquired, including
     historical financial statements, and a description of such Person and its
     business;

          (i)  the Guaranties; and

          (j)  investments, loans, advances and guaranties not otherwise
     permitted by this Section aggregating not more than $100,000 at any one
     time outstanding.

In determining the amount of investments, acquisitions, loans, advances and
guarantees permitted under this Section 8.12, investments and acquisitions 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 8.13.  Mergers, Consolidations and Sales.  The Company shall not,
nor shall 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, including any disposition of Property as part
of a sale and leaseback transaction, or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however,
that:

          (a)  any Subsidiary (including any corporation which immediately after
     giving effect to an acquisition permitted by Section 8.12(h) hereof becomes
     a Subsidiary, but in any event excluding any foreign Subsidiary) may merge
     or consolidate with or into the Company or any Wholly-Owned Subsidiary;
     provided that in any merger or consolidation involving the Company, the
     Company shall be the surviving or continuing corporation, or, in the case
     of a merger or consolidation of a Subsidiary and a Wholly-Owned Subsidiary,
     the Wholly-Owned Subsidiary shall be the continuing or surviving
     corporation; and

          (b)  the Company and each Subsidiary may sell its inventory in the
     ordinary course of its business.

A sale or disposition of five percent (5%) of the total assets of the Company
shall be deemed substantial for the foregoing purposes.

     Section 8.14.  Operating Leases.  The Company will not, and will not permit
any of their respective Subsidiaries to, acquire the use or possession of any
Property under a lease or similar arrangement, whether or not the Company or any
such Subsidiary has the express or implied right to acquire title to or purchase
such Property at any time if, after giving effect thereto, the aggregate amount
of fixed rentals and other consideration payable by the Company and its
Subsidiaries under all such leases or arrangements would exceed $10,000,000
during any fiscal year of the Company.  Capital Leases shall not be included in
computing compliance with this Section to the extent the Company's and its
Subsidiaries' liability in respect of the same is permitted by Section 8.10(b)
hereof.

     Section 8.15.  Maintenance of Subsidiaries.  The Company shall not assign,
sell or transfer, or permit any Subsidiary to issue, assign, sell or transfer,
any shares of capital stock of a Subsidiary; provided that the foregoing shall
not operate to prevent the issuance, sale and transfer to any person of any
shares of capital stock of a Subsidiary solely for the purpose of qualifying,
and to the extent legally necessary to qualify, such person as a director of
such Subsidiary.

     Section 8.16.  Dividends and Certain Other Restricted Payments.  The
Company will not during any fiscal year (a) 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) or (b) directly
or indirectly purchase, redeem or otherwise acquire or retire any of its capital
stock (such non-excepted dividends, distributions, purchases, redemptions,
acquisitions and retirements being hereinafter collectively called "Restricted
Payments"); provided, however, that the foregoing shall not apply to or operate
to prevent any Restricted Payments made in any fiscal year of the Company if and
to the extent that (i) at the time such Restricted Payment is made and after
giving effect thereto, (ii) no Default or Event of Default shall occur or be
continuing, (iii) the aggregate amount of all Restricted Payments (other than
the Permitted Shareholder Redemptions) made during such fiscal year does not
exceed twenty-five percent (25%) of the Company's Net Income for such fiscal
year to date and (iv) the aggregate cumulative amount of all Restricted Payments
made on and after the date hereof does not exceed $25,000,000.

     Section 8.17.  ERISA.  The Company shall, and shall cause each Subsidiary
to, promptly pay and discharge in all material respects 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 shall, and shall cause each Subsidiary to, promptly notify the Agent and
each Lender of (i) the occurrence of any material 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 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 8.18.  Compliance with Laws.  The Company shall, and shall cause
each Subsidiary to, comply in all material respects with the requirements of all
material federal, state and local laws, rules, regulations, ordinances and
orders applicable to or pertaining to their Properties or business operations,
non-compliance with which could have a material adverse effect on the financial
condition, Properties, business or operations of the Company and its
Subsidiaries, taken as a whole, or could result in a Lien upon any of their
Property.

     Section 8.19.  Burdensome Contracts With Affiliates.  The Company shall
not, nor shall it permit any Subsidiary to, enter into any contract, agreement
or business arrangement 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,
agreements or business arrangements between Persons not affiliated with each
other.

     Section 8.20.  No Changes in Fiscal Year.  Neither the Company nor any
Subsidiary shall change its fiscal year from its present basis without the prior
written consent of the Required Lenders.

     Section 8.21.  Change in the Nature of Business.  The Company shall not,
and shall not permit any Subsidiary to, engage in any business or activity if as
a result the general nature of the business of the Company or any Subsidiary
would be changed in any material respect from the general nature of the business
engaged in by the Company or such Subsidiary on the date of this Agreement.

     Section 8.22.  New Subsidiaries.  No later than 30 days after the close of
each calendar quarter, the Company shall notify the Lenders in writing of its
formation or acquisition within such calendar quarter of each Subsidiary not
already appropriately reflected on Schedule 6.2 hereto.  Such notice shall
include the name, jurisdiction of incorporation and percentage of the Company's
ownership of such Subsidiary, and Schedule 6.2 hereto shall be deemed amended to
include such information for each Subsidiary as to which the Lenders receive
such notice.  The notice required by this Section shall be in addition to
whatever other notice of such Subsidiaries is required by Section 7.1(a) of this
Agreement.

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) which
     continues unremedied for three (3) days' or more after written notice from
     the Agent or default in the payment when due of any fee or other Obligation
     payable by the Company hereunder or under any other Loan Document which
     continues unremedied for seven (7) days' or more after written notice from
     the Agent; or

          (b)  default in the observance or performance of any covenant set
     forth in Sections 8.10, 8.11, 8.12, 8.13, 8.15 or 8.16 hereof; or

         (c)  default in the observance or performance of any covenant set
     forth in Sections 8.7, 8.8 or 8.9 hereof which continues unremedied for ten
     (10) days or more after the earlier of (i) the date on which any Authorized
     Representative of the Company has actual knowledge that the event or
     condition giving rise to such default actually constitutes a default under
     this Agreement or (ii) written notice of such default is given to the
     Company by the Agent or any Lender; or

          (d)  default in the observance or performance of any other provision
     hereof or of any other Loan Document which is not remedied within thirty
     (30) days after the earlier of (i) the date on which any Authorized
     Representative of the Company has actual knowledge that the event or
     condition giving rise to such default actually constitutes a default under
     a Loan Document or (ii) written notice of such default is given to the
     Company by the Agent or any Lender; or

          (e)  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

          (f)  default shall occur under Indebtedness for Borrowed Money of
     $500,000 or more (individually or in the aggregate) 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 Indebtedness for
     Borrowed Money of $500,000 or more (individually or in the aggregate) 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 $500,000 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 thirty (30) 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 thirty (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 (except for the dissolution of any Non-Material Subsidiary
     permitted by Section 8.1 hereof); or

          (j)  any Guaranty shall for any reason not be or shall cease to be in
     full force and effect, or any Guarantor shall purport to disavow, revoke,
     repudiate or terminate its Guaranty; or

          (k)  thirty (30) days' shall have elapsed after the Company has
     received written notice from the Agent that there has occurred any material
     adverse change in the condition (financial or otherwise) or business
     prospects of the Company and its Subsidiaries, taken as a whole, which is
     not remedied in such period; or

          (l)  the Company or any Material 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 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(m) hereof; or

          (m)  a custodian, receiver, trustee, examiner, liquidator or similar
     official shall be appointed for the Company or any Material Subsidiary or
     any substantial part of any of their Property, or a proceeding described in
     Section 9.1(l)(v) shall be instituted against the Company or any Material
     Subsidiary, and such appointment continues undischarged or such proceeding
     continues undismissed or unstayed for a period of sixty (60) days.

     Section 9.2.  Non-Bankruptcy Defaults.  When any Event of Default described
in subsection (a) through (k), 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 (l) or (m) 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 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 twenty (20) days prior written notice to the Company and the
Lenders and may be removed by the Required Lenders upon twenty (20) days prior
written notice to the Company, the Agent and the Lenders.  In the event of any
such resignation or removal 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
or removed 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 or is removed 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 or of any other documents called for hereby or
thereby.  Neither the Agent nor any director, officer, employee, agent or
representative thereof shall in any event be liable 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 reasonably 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 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 or the Company.  The
Agent shall in all events be fully protected in acting or failing to act in
accord with the instructions of the Required Lenders.  Upon the occurrence of an
Event of Default hereunder, the Agent shall take such action with respect to the
enforcement of the Obligations as it shall be directed to take by the Required
Lenders but unless and until the Required Lenders have given such direction the
Agent shall take or refrain from taking such actions as it deems appropriate and
in the best of interest of all 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; provided, however, that the Agent shall, at
its own expense, provide to each Lender (in addition to such other information
as the Loan Documents expressly require the Agent furnish to the Lenders) a copy
of each communication which the Agent shall receive from the Company notifying
the Agent of or discussing any Default or Event of Default to occur or which has
occurred, promptly following the Agent's receipt thereof unless the Agent
reasonably believes such communication has already been sent to the Lenders.

     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
Commitments.  If any Lender fails to reimburse the Agent for such Lender's share
of any such costs and expenses, such costs and expenses shall be paid pro rata
by the remaining Lenders, but without in any manner releasing the defaulting
Lender from its liability hereunder.

     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.
If any Lender defaults in its obligations hereunder, its share of the
obligations shall be paid pro rata by the remaining Lenders, but without in any
manner releasing the defaulting Lender from its liability hereunder.

     Section 10.6.  Agent's Relationship with Company.  The provisions of this
Section 10 shall be binding upon and sets forth agreements by and among each
Lender and the Agent.  The provisions of this Section 10 shall in no way amend,
alter, modify, restrict or otherwise affect the agreements of the Company with
the Agent and with the Lenders otherwise set forth in this Agreement.

Section 11.  Miscellaneous.

     Section 11.1.  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 11.2.  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 the Obligations are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

     Section 11.3.  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 Company and 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 terms
of any Lender's Commitment or reduce the interest rate applicable to or extend
the maturity of any Obligation owed to it or reduce the amount of any principal
of or interest on any Loan or any fees to which it is entitled hereunder or
release any Guaranty or change this Section 11.3 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.  No amendment, modification
or waiver of the Agent's protective provisions shall be effective without the
prior written consent of the Agent.

     Section 11.4.  Costs and Expenses.  The Company agrees to pay on demand all
the reasonable 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, and in connection with any Default or Event of Default, and
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,
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).  Upon the occurrence and during the
continuation of any Default or Event of Default, the Company further agrees to
pay to the Lenders and any other holders of the Obligations all the reasonable
costs and expenses (including court costs and attorneys' fees), if any, incurred
or paid upon the occurrence and during the continuation of any Default or Event
of Default by the Lenders or any other holders of the Obligations in connection
with any Default or Event of Default, and 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 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 (i) as is caused by the
gross negligence or willful misconduct of the party seeking to be indemnified or
(ii) arises in connection with litigation solely between the Lenders.  The
provisions of this Section 11.4 and the protective provisions of Section 2
hereof shall survive payment of the Obligations.

     Section 11.5.  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 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 11.6.  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 11.7.  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, including, but not limited to, Sections 2.7, 2.8 and 2.9 hereof, shall
survive in accordance with their terms the termination of this Agreement and the
payment of the Obligations.

     Section 11.8.  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 11.9.  Assignment Agreements.  Each Lender may, from time to time
upon at least ten (10) 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 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 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 Commitments, Loans
and Notes; (ii) unless the Agent otherwise consents, the aggregate amount of the
Commitments, Loans and Notes 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 (or $1,000,000
in the case of assignments requested by the Company in accordance with the last
sentence of this Section) and shall in each case be an integral multiple of
$1,000,000; (iii) the Agent and (except for an assignment made during the
continuance of any Event of Default) the Company must each consent, which
consent shall not be unreasonably withheld, to each such assignment (provided no
such consent is required for any assignment to (i) any Lender party hereto,
whether an original signatory of this Agreement or a party hereto by reason of
an Assignment Agreement, and (ii) any Affiliate of any such Lender); (iv) Harris
Trust and Savings Bank shall maintain for its own account at least 50% of the
Commitments (except during the continuance of any Event of Default described in
Sections 9.1(l) or 9.1(m) hereof); and (v) the assigning Lender must pay to the
Agent a processing and recordation fee of $2,500 and any out-of-pocket
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 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 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 Commitment and
B Loans (if any are outstanding) and new Notes to the assigning Lender in the
respective amounts of its Commitment and B Loans (if any are outstanding) 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 11.10.  Notices.  Except as otherwise specified herein, all notices
hereunder shall be in writing (including cable or telecopy) and shall be given
to the relevant party at its address, telecopier number or telex 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:

         APAC TeleServices, Inc.
         One Parkway North Center
         Deerfield, Illinois  60015
         Attention:  Marc S. Simon, Chief Financial Officer
         Telephone: (847) 945-0055
         Telecopy:  (847) 374-3215

         With a copy (in the case of notices of default) to:

         Barry J. Shkolnik
         Neal Gerber & Eisenberg
         Two North LaSalle, Suite 2100
         Chicago, Illinois  60602
         Telephone:  (312) 269-8046
         Telecopy:  (312) 269-1747

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 11.10 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 11.10; provided that
any notice given pursuant to Section 1 or Section 2 hereof shall be effective
only upon receipt.

     Section 11.11.  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 11.12.  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 11.13.  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 11.14.  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 11.15.  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 11.16.  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 11.17.  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.

     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 3rd day of June, 1997.



                                   APAC TeleServices, Inc.



                                   By:
                                        Name:
                                        Title:

     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 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 3.5 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 3.5 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:

Commitment:              HARRIS TRUST AND SAVINGS BANK
$40,000,000
(50%)
                         By:
                           Name:
                           Title:  Vice President

                         111 West Monroe Street
                         Chicago, Illinois  60603
                         Attention:  Middle Market D
                         Telephone:  (312) 461-6158
                         Telecopy:  (312) 765-1655
                         Telex:  254157




Commitment:              The Northern Trust Company
$20,000,000
(25%)
                         By:
                         Name:______________________________
                         Title:_______________________________

                         50 South LaSalle Street/2nd Floor
                         Chicago, Illinois  60675
                         Attention: Wendy Roberg
                         Telephone:  (312) 444-4173
                         Telecopy:  (312) 444-7028
                         Telex:  253879

Commitment:              Bank of America Illinois
$20,000,000
(25%)
                         By:
                         Name:______________________________
                         Title:_______________________________

                         231 South LaSalle Street
                         6th Floor
                         Chicago, Illinois  60697
                         Attention:  Victor P. Stasica
                         Telephone:  (312) 828-8815
                         Telecopy:  (312) 828-1974







                                    EXHIBIT A
                             APAC TELESERVICES, INC.
                                 REVOLVING NOTE

                                                        Chicago, Illinois
$_______________                                 _______________, 19_____

     On the Termination Date, for value received, the undersigned, APAC
TeleServices, Inc., an Illinois 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, the principal sum of
(i) _______________________ and no/100 Dollars ($___________), or (ii) such
lesser amount as may at the time of the maturity hereof, whether by acceleration
or otherwise, be the aggregate unpaid principal amount of all A Loans owing from
the Company to the Lender under the Revolving Credit provided for in the Credit
Agreement hereinafter mentioned.

     This Note evidences the Lender's share of A Loans constituting part of a
"Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that
certain Credit Agreement dated as of June 3, 1997 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 A Loan evidenced hereby at the rates and at the
times and in the manner specified therefor in the Credit Agreement.

     Each A 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 A 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 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 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.

     Pursuant to the terms of the Credit Agreement, the Company hereby promises
to pay all reasonable costs and expenses (including attorneys' fees) suffered or
incurred by the holder hereof in collecting this Note.  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.

                         APAC TeleServices, Inc.



                         By:
                           Name:
                           Title:


                                    EXHIBIT B
                             APAC TELESERVICES, INC.
                                    TERM NOTE
                                                        Chicago, Illinois
$_____________________                             ________________, 19__

     For Value Received, the undersigned, APAC TeleServices, Inc., an Illinois
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, the principal sum of
______________________________ Dollars ($______________), in ____________ (____)
consecutive quarter-annual principal installments, commencing on
________________, _____ and continuing on the ______ day of each March, June,
September and December occurring thereafter to and including June 30, 2002, with
each installment (except the last) to be in the amount of one-twentieth (1/20th)
of the face amount of this Note and last such installment to be in the amount of
all principal hereof not sooner paid.

     This Note evidences the Lender's share of a B Loan constituting part of a
"Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that
certain Credit Agreement dated as of June 3, 1997 by and 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 to
the Company by the Lender under the Credit Agreement, and the Company hereby
promises to pay interest at the office specified above on the loan evidenced
hereby at the rates and at the times and in the manner specified therefor in the
Credit Agreement.

     Each repayment of the principal of the B Loan made by the Lender to the
Company against this Note, the status of such B 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 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 balance of this Note and the status of 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 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 prepayment 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.

     Pursuant to the terms of the Credit Agreement, the Company hereby promises
to pay all reasonable costs and expenses (including attorneys' fees) suffered or
incurred by the holder hereof in collecting this Note.  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 CONFLICT OF LAW.

                                     APAC TeleServices, Inc.


                                     By:
                                        Name:
                                        Title:


                                    EXHIBIT C

                               GUARANTY AGREEMENT

     This Guaranty, dated as of _____________, 1997 made by
_______________________, a ___________________ corporation (the "Guarantor");
Witnesseth:

     WHEREAS, APAC TeleServices, Inc., an Illinois corporation (the "Borrower"),
Harris Trust and Savings Bank as Agent and various financial institutions have
entered into Credit Agreement dated as of June 3, 1997 (such Credit Agreement as
the same may from time to time be modified or amended being hereinafter referred
to as the "Credit Agreement") (such financial institutions which are now or may
from time to time hereafter become "Lenders" under the Credit Agreement being
hereinafter referred to as "Lenders") (the Agent and the Lenders being
hereinafter referred to collectively as the "Guaranteed Creditors" and
individually as a "Guaranteed Creditor"); and

     WHEREAS, the Borrower directly or indirectly owns and holds all of the
issued and outstanding common capital stock of the Guarantor; and

     WHEREAS, it is a condition precedent 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 Guarantor will obtain benefits as a result of the extensions
of credit to the Borrower under the Credit Agreement and, accordingly, 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 irrevocably, absolutely and unconditionally
guarantees as primary obligor and not merely as surety to the Guaranteed
Creditors (x) the full and prompt payment to the Lenders at maturity (whether by
lapse of time, acceleration or otherwise) and at all times thereafter of the
principal of and interest and premium on all the 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 and (y) 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 or the
other Loan Documents (the indebtedness, obligations and liabilities described in
the immediately preceding clauses (x) and (y) being hereinafter referred to as
the "Guaranteed Obligations").  The payment by the Guarantor of any amount or
amounts due the Guaranteed Creditors hereunder shall be made in the same
currency and funds in which the underlying Guaranteed Obligations are payable.
The Guarantor further agrees to pay all reasonable expenses, legal or otherwise
(including court costs and attorneys' fees), paid or incurred by any of the
Guaranteed Creditors in endeavoring to collect the Guaranteed Obligations or in
preserving, protecting or realizing on the collateral security therefor or in
endeavoring to enforce or protect their rights under this Guaranty.

     2.   The Guarantor understands, agrees and confirms that this is a guaranty
of payment when due and not of collection and that this Guaranty may be enforced
up to the full amount of the Guaranteed Obligations (as limited by Section 7
hereof) without proceeding against the Borrower, against any security for the
Guaranteed Obligations, against any other guarantor or any other party or under
any other guaranty covering the Guaranteed Obligations.

     3.   The Guarantor hereby waives notice of acceptance of this Guaranty and
notice of any liability to which it may apply, and waives presentment, demand of
payment, protest, notice of dishonor or nonpayment of any such liability, suit
or taking of other action by the Guaranteed Creditors against, and any other
notice to, any party liable thereon (including the Guarantor or any other
guarantor).

     4.   The Guaranteed Creditors, or any of them as appropriate, may at any
time and from time to time without the consent of, or notice to, the Guarantor,
without incurring responsibility to the Guarantor, and without impairing or
releasing the obligations of the Guarantor hereunder, upon or without any terms
or conditions and in whole or in part:

          (a)  change the manner, place or terms of payment of, change or extend
     the time of payment of or renew or alter, any of the Guaranteed
     Obligations, any security therefor, or any liability incurred directly or
     indirectly in respect thereof, and the guaranty herein made shall apply to
     the Guaranteed Obligations as so changed, extended, renewed or altered;

          (b)  sell, exchange, release, surrender, realize upon, fail to perfect
     with respect to or otherwise deal with in any manner and in any order any
     property by whomsoever at any time pledged or mortgaged to secure, or
     howsoever securing, the Guaranteed Obligations or any liabilities
     (including any of those hereunder) incurred directly or indirectly in
     respect thereof or hereof, or any offset against such property;

          (c)  fail to assert any claim or demand or exercise or refrain from
     exercising any rights against the Borrower, any other guarantor or others
     or otherwise act or refrain from acting;

          (d)  settle or compromise any of the Guaranteed Obligations, any
     security therefor or any liability (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof, and may
     subordinate the payment of all or any part thereof to the payment of any
     liability (whether due or not) of the Borrower to creditors of the Borrower
     other than the Guaranteed Creditors;

          (e)  apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of the Borrower to the Guaranteed Creditors
     regardless of what liability or liabilities of the Borrower remain unpaid;
     or

          (f)  consent to or waive any breach of, or any act, omission or
     default under, the Credit Agreement or any of the other Loan Documents or
     otherwise amend, modify or supplement any of the Loan Documents.

     5.   No invalidity, irregularity or unenforceability of all or part of the
Guaranteed Obligations or of any security therefor or any guaranty thereof shall
affect, impair or be a defense to this Guaranty, and this Guaranty shall be
primary, absolute and unconditional notwithstanding the occurrence of any event
or the existence of any other circumstances which might constitute a legal or
equitable discharge of a surety or guarantor except payment in full of the
Guaranteed Obligations.  Without limiting the foregoing, no change in the name,
objects, capital stock or constitution of the Borrower shall in any way affect
the liability of the Guarantor, either with respect to transactions occurring
before or after any such change, and neither the Agent nor the Lenders shall be
concerned to see or inquire into the powers of the Borrower or any of its
directors or other agents acting or purporting to act on its behalf, and moneys,
advances, renewals or credits in fact borrowed or obtained from the Agent or any
Lender in professed exercise of such powers shall be deemed to form part of the
Guaranteed Obligations notwithstanding that such borrowing or obtaining of
moneys, advances, renewals or credits shall be in excess of the powers of the
Borrower or of its directors or such other agents, or be in any way irregular,
defective or informal.  Also without limiting the foregoing, the Guarantor
hereby agrees that its obligations under this Guaranty shall be unconditional,
irrespective of (i) the election by any Guaranteed Creditor, in any proceeding
instituted under Chapter 11 of Title 11 of the United States Bankruptcy Code or
the application of Section 1111(b)(2) of the Bankruptcy Code, (ii) any borrowing
or grant of a security interest by the Borrower, as debtor-in-possession, under
Section 364 of the United States Bankruptcy Code or (iii) the disallowance,
under Section 502 of the United States Bankruptcy Code, of all or any portion of
the Guaranteed Creditors' claim(s) for repayment of the Guaranteed Obligations.

     6.   The Guarantor will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the Guarantor
against any person liable for payment of the Guaranteed Obligations, or as to
any security therefor, unless and until the full amount owing to the Guaranteed
Creditors on the Guaranteed Obligations has been paid and the Guarantor
acknowledges that any payment by it of any amount pursuant to this Guaranty
shall not in any wise 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
the full amount owing to the Guaranteed Creditors on the Guaranteed Obligations
has been paid and any commitment of the Lenders to extend credit to the Borrower
shall have terminated.

     7.   Notwithstanding anything herein to the contrary, the right of recovery
against the Guarantor under this Guaranty shall not exceed the Maximum Liability
Amount.  For purposes of this Section, the term "Maximum Liability Amount" shall
mean $1.00 less than the amount of the lowest claim on this Guaranty which would
render it void or voidable under applicable law.

     8.   In order to induce the Guaranteed Creditors to make available the
credit facilities pursuant to the Credit Agreement, the Guarantor represents and
warrants to the Guaranteed Creditors that all the recitals herein and the
representations by the Borrower concerning the Guarantor and its execution,
delivery and performance of this Guaranty in Section 6 of the Credit Agreement
are true and correct.

     9.   This Guaranty may be enforced by the Agent on behalf of the Guaranteed
Creditors, or it may be enforced by the Guaranteed Creditors acting jointly.
This Guaranty shall be binding upon the Guarantor and its successors and assigns
and shall inure to the benefit of the Guaranteed Creditors and their successors
and assigns.  Any Guaranteed Creditor may, without any notice to the Guarantor,
sell, transfer or assignee its rights in the Guaranteed Obligations held by it,
or any part thereof, or grant participations therein, in each case as set forth
in the Credit Agreement; 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.

     10.  Neither this Guaranty nor any provision hereof may be changed, waived,
discharged or terminated, except with the written consent of the Required
Lenders or as otherwise provided in the Credit Agreement; provided, however,
that no such agreement which releases the Guarantor from its liability hereunder
for any of the Guaranteed Obligations shall be effective unless the same is
embodied in a written instrument signed by all the Guaranteed Creditors.

     11.  The Guarantor acknowledges that executed (or conformed) copies of the
Credit Agreement have been made available to its principal executive officers
and such officers are familiar with the contents thereof.

     12.  In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence of an
Event of Default, each Guaranteed Creditor is hereby authorized at any time or
from time to time, without notice to the Guarantor or to any other party, any
such notice being expressly waived, to set off and to appropriate and apply any
and all deposits (general or special) and any other indebtedness at any time
held or owing by such Creditor to or for the credit or the account of the
Guarantor, against and on account of the obligations and liabilities of the
Guarantor under this Guaranty, irrespective of whether or not such Guaranteed
Creditor shall have made any demand hereunder and although said obligations,
liabilities, deposits or claims, or any of them, shall be contingent or
unmatured.

     13.  All notices, requests, demands or other communications pursuant hereto
shall be deemed to have been duly given or made when delivered to the party to
which such notice, request, demand or other communication is required or
permitted to be given or made under this Guaranty, addressed to such party at
(i) in the case of Guaranteed Creditors, as provided in the Credit Agreement,
and (ii) in the case of the Guarantor, to it in care of the Borrower, as
provided in the Credit Agreement.

     14.  If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any
Guaranteed Obligations and such payee repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (b) any settlement
or compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event the Guarantor agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon it,
notwithstanding any revocation, return or destruction of this guaranty or the
Credit Agreement or any instrument evidencing any liability of the Borrower, and
the Guarantor shall be and remain liable to such payee hereunder for the amount
so repaid or recovered to the same extent as if such amount had never originally
been received by such payee.

     15.  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.

     16.  The Guarantor hereby postpones, in the event and during the
continuance of any enforcement hereof, all debts and liabilities of the Borrower
to the Guarantor, both present and future, to the prior payment of the
Guaranteed Obligations, and all moneys received by the Guarantor thereon shall
be received in trust for the Agent and the Lenders and shall be paid over the
Agent.

     17.  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.

     18.  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, in which State it shall be performed by the Guarantor.  All payments
to be made by the Guarantor hereunder shall be made in the same currency and
funds in which the underlying Guaranteed Obligations are payable to the
Guaranteed Creditors in Chicago, Illinois (or at such other place for the
account of a Guaranteed Creditor to whom such Guaranteed Obligations are owed as
it may from time to time specify to the Guarantor) in immediately available and
freely transferable funds at the place of payment, all such payments to be paid
without setoff, counterclaim or reduction and without deduction for, and free
from, any and all present or future taxes, levies, imposts, duties, fees,
charges, deductions, withholding or liabilities with respect thereto or any
restrictions or conditions of any nature.

     19.  Any legal action or proceeding with respect to this Guaranty or any
other Loan Document executed by the Guarantor may be brought in the courts of
the State of Illinois or of the United States of America for the Northern
District of Illinois, and by execution and delivery of this Guaranty, the
Guarantor hereby irrevocably submits to, and accepts for itself and in respect
of its property, generally and unconditionally, the non-exclusive jurisdiction
of the aforesaid courts and hereby waives any right it may have to object to the
bringing of any such action or proceeding in the aforesaid courts based on the
ground of venue or any claim that any of the aforesaid courts is an inconvenient
forum.  The Guarantor hereby irrevocably designates the Borrower (by service to
the attention of its President), as the designee, appointee and agent of the
Guarantor to receive, for and on behalf of the Guarantor and its property,
service of process in the State of Illinois in any legal action or proceeding
with respect to this Guaranty or any other Loan Document, and such service shall
be deemed completed upon delivery thereof to said agent and the Guarantor
acknowledges such service to be effective and binding service in every respect.
A copy of such process served on such agent will be promptly forwarded by mail
to the Guarantor at its address set forth opposite its signature below, but the
failure to send such copy shall not affect in any way the validity of service of
process.  If any agent appointed by the Guarantor refuses to accept service, the
Guarantor hereby agrees that service upon it by mail shall constitute sufficient
notice.  The Guarantor further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Guarantor at its said address, such service to become effective and binding
five (5) days after such mailing.  Nothing herein shall affect the right of any
Guaranteed Creditor to serve process in any other manner permitted by law or to
commence legal actions or proceedings or otherwise to proceed against the
Guarantor in any other jurisdiction.

     20.  If any judgment or order expressed in a currency (the "Judgment
Currency") other than the currency (the "Currency of Account") in which the
Guaranteed Obligations are owed is rendered against Guarantor for the payment of
any amount owing hereunder, the Guaranteed Creditors, after recovery in full of
the aggregate amount to which they are entitled pursuant to the judgment or
order, will be entitled to receive immediately from the Guarantor the amount of
any shortfall of the Currency of Account received by the Guaranteed Creditors as
a consequence of sums paid in such Judgment Currency (a "Shortfall Payment") if
such shortfall arises or results from any variation between the rate of exchange
at which the Currency of Account is converted into the Judgment Currency for the
purposes of such judgment or order and the rate of exchange at which the
Guaranteed Creditors are able, acting in a reasonable manner and in good faith,
to purchase the Currency of Account with the amount of the Judgment Currency
actually received by the Guaranteed Creditors.  Any Shortfall Payment due
hereunder shall be due as a separate and independent obligation of the Guarantor
and, until discharged, shall continue in full force and effect.  The term "rate
of exchange" includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the Currency of
Account.

     21.  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.

     22.  Except as otherwise defined herein, terms used herein and defined in
the Credit Agreement (as hereinafter defined) shall be used herein as so
defined.

     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
and delivered as of the date first above written.
Address:
                                      . . . . . . . . . . . . . . . . .
_______________________________
_______________________________
                                     By
                                       Its


                                    EXHIBIT D

                             COMPLIANCE CERTIFICATE

     This Compliance Certificate is furnished to (the Agent and the Lenders)
pursuant to that certain Credit Agreement dated as of June 3, 1997, by and among
APAC TeleServices, 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___.





                                           (Name)(Title)


                      ATTACHMENT TO COMPLIANCE CERTIFICATE
                             APAC TELESERVICES, INC.

                  Compliance Calculations for Credit Agreement
                            Dated as of June 3, 1997
                     Calculations as of _____________, 19___
   ___________________________________________________________________________

A.   LEVERAGE RATIO (SECTION 8.7)

     1.   Total Funded Debt as defined

     2.   Tangible Net Worth as defined

     3.   Total Capitalization (Line 1 plus Line 2)

     4.   Ratio of Total Funded Debt (Line 1)
          to Total Capitalization (Line 3)
          ("Modified Leverage Ratio")
          :1

     5.   As listed in Section 8.7, for the date
          of this Certificate, Leverage Ratio
          shall not be greater than                                 0.50:1

     6.   Company is in compliance?
          (Circle yes or no)                                       Yes/No

B.   DEBT SERVICE COVERAGE RATIO (SECTION 8.8)

     1.   Total Funded Debt
          as defined                      . . . .

     2.   Net Income as defined
          for past four quarters          . . . .
     3.   Amounts deducted in arriving
     at Net Income
     in respect of

          (a)  Interest Expense           . . . .

          (b)  Taxes imposed on or
               measured by income or
               excess profits             . . . .

          (c)  Depreciation of Fixed
               assets                     . . . .

          (d)  Amortization of
               intangible assets          . . . .

     4.   Sum of Lines 2, 3(a),
          3(b), 3(c) and 3(d) ("EBITDA")

     5.   Ratio of Total Funded Debt
          (Line 1) to EBITDA(Line 4)
          ("Debt Service Coverage Ratio")                      ________ :1

     6.   As listed in Section 8.8, for
          the date of this Certificate,
          the Debt Service Coverage Ratio
          must be in an amount not more than                        1.25:1

     7.   Company is in compliance?
          (Circle yes or no)                                        Yes/No

C.   FIXED CHARGE COVERAGE RATIO (SECTION 8.9)

     1.   EBITDA (Line B4 above)          . . . .

     2.   Aggregate amount of principal
          payments required to be made
          on long-term Indebtedness
          for Borrowed Money              . . . .

     3.   Interest Expense                . . . .

     4.   Capital Expenditures            . . . .

     5.   Sum of Lines 2, 3 and 4
          ("Fixed Charges")                                    __________

     6.   Ratio of EBITDA (Line 1) to Fixed Charges
          (Line 5) ("Fixed Charge  Coverage Ratio")            ________ :1

     7.   As listed in Section 8.9, for
          the date of this Certificate,
          the Fixed Charge Coverage Ratio
          must be in an amount not less than                            :1

     8.   Company is in compliance?
          (Circle yes or no)                                        Yes/No



                                  SCHEDULE 6.2

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                JURISDICTION OF                                       PERCENTAGE
          NAME                                   INCORPORATION                                         OWNERSHIP

<S>                                             <C>                                                       <C>
APAC TeleServices of Illinois, Inc.             Illinois                                                 100%

APAC TeleServices of Michigan, Inc.             Michigan                                                 100%

APAC TeleServices of Texas, L.P.                Texas
                                                (limited partnership)                                    100%
                                                                                                      (99% Company; 1% APAC
                                                                                          TeleServices General Partner, Inc.)

APAC TeleServices L.L.C.                        Illinois
                                                (limited liability company)                                100%
                                                                                                (99% Company; 1% APAC
                                                                                            TeleServices of Illinois, Inc.)

APAC TeleServices General Partners, Inc.        Illinois                                                 100%

APAC Insurance Services Agency, Inc.            Illinois                                                 100%

Schechtman Institute L.L.C.                     Nevada                                                   100%
                                                                                                (99% Company; 1% APAC
                                                                                            TeleServices of Illinois, Inc.)

</TABLE>



                                  SCHEDULE 8.11

                                 PERMITTED DEBT
                   Lender                   Lien                    Amount


          E/S Leasing                 Certain Equipment            $23,570