EXHIBIT 10.7

                                CREDIT AGREEMENT

                          DATED AS OF OCTOBER 21, 1997

                                      AMONG

                          BREMER FINANCIAL CORPORATION,

                         BANK OF AMERICA NATIONAL TRUST

                            AND SAVINGS ASSOCIATION,

                                    AS AGENT,

                                       AND

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO




<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                        Page
<S>                                                                                                              <C>
                                                ARTICLE I DEFINITIONS.............................................1
    1.1  Certain Defined Terms...................................................................................12
    1.2  Other Interpretive Provisions...........................................................................12
    1.3  Accounting Principles...................................................................................12

                                               ARTICLE II THE CREDITS............................................13
    2.1  Amounts and Terms of Commitments........................................................................13
    2.2  Termination Date........................................................................................13
    2.3  Loan Accounts...........................................................................................14
    2.4  Procedure for Borrowing.................................................................................14
    2.5  Conversion and Continuation Elections...................................................................14
    2.6  Voluntary Termination or Reduction of Commitments.......................................................15
    2.7  Optional Prepayments....................................................................................16
    2.8  Repayment...............................................................................................16
    2.9  Interest................................................................................................16
    2.10  Fees 24................................................................................................16
    2.11  Computation of Fees and Interest.......................................................................17
    2.12  Payments by the Company................................................................................17
    2.13  Payments by the Banks to the Agent.....................................................................18
    2.14  Sharing of Payments, Etc...............................................................................18

                                 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY..............................18
    3.1  Taxes...................................................................................................18
    3.2  Illegality..............................................................................................19
    3.3  Increased Costs and Reduction of Return.................................................................19
    3.4  Funding Losses..........................................................................................20
    3.5  Inability to Determine Rates............................................................................20
    3.6  Survival................................................................................................21
    3.7  Certificate of Banks....................................................................................21

                                           ARTICLE IV CONDITIONS PRECEDENT.......................................21
    4.1  Conditions of Initial Loans.............................................................................21
    4.2  Conditions to All Borrowings............................................................................22

                                      ARTICLE V REPRESENTATIONS AND WARRANTIES...................................22
    5.1  Corporate Existence and Power...........................................................................22
    5.2  Corporate Authorization; No Contravention...............................................................23
    5.3  Governmental Authorization..............................................................................23
    5.4  Binding Effect..........................................................................................23
    5.5  Litigation..............................................................................................23
    5.6  No Default..............................................................................................23
    5.7  ERISA Compliance........................................................................................23
    5.8  Use of Proceeds; Margin Regulations.....................................................................24
    5.9  Title to Properties.....................................................................................24
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
Section                                                                                                        Page
<S>                                                                                                              <C>
    5.10  Taxes..................................................................................................24
    5.11  Financial Condition....................................................................................24
    5.12  Environmental Matters..................................................................................25
    5.13  Regulated Entities.....................................................................................25
    5.14  No Burdensome Restrictions.............................................................................25
    5.15  Copyrights, Patents, Trademarks and Licenses, etc......................................................25
    5.16  Subsidiaries...........................................................................................25
    5.17  Insurance..............................................................................................25
    5.18  Full Disclosure........................................................................................25
    5.19  Bank Holding Company Act...............................................................................26

                                          ARTICLE VI AFFIRMATIVE COVENANTS.......................................26
    6.1  Financial Statements....................................................................................26
    6.2  Certificates; Other Information.........................................................................27
    6.3  Notices.................................................................................................27
    6.4  Preservation of Corporate Existence, Etc................................................................27
    6.5  Maintenance of Property.................................................................................28
    6.6  Insurance...............................................................................................28
    6.7  Payment of Obligations..................................................................................28
    6.8  Compliance with Laws....................................................................................28
    6.9  Compliance with ERISA...................................................................................28
    6.10  Inspection of Property and Books and Records...........................................................28
    6.11  Environmental Laws.....................................................................................29
    6.12  Use of Proceeds........................................................................................29

                                           ARTICLE VII NEGATIVE COVENANTS........................................29
    7.1  Limitation on Liens.....................................................................................30
    7.2  Business Activities.....................................................................................30
    7.3  Disposition of Assets...................................................................................30
    7.4  Financial Condition.....................................................................................30
    7.5  Transactions with Affiliates............................................................................30
    7.6  Use of Proceeds.........................................................................................30
    7.7  ERISA 44

    7.8  Change in Business......................................................................................30
    7.9  Accounting Changes......................................................................................30

                                           ARTICLE VIII EVENTS OF DEFAULT........................................31
    8.1  Event of Default........................................................................................31
    8.2  Remedies................................................................................................32
    8.3  Rights Not Exclusive....................................................................................33

                                                ARTICLE IX THE AGENT.............................................33
    9.1  Appointment and Authorization...........................................................................33
    9.2  Delegation of Duties....................................................................................33
    9.3  Liability of Agent......................................................................................34
    9.4  Reliance by Agent.......................................................................................34
    9.5  Notice of Default.......................................................................................34
    9.6  Credit Decision.........................................................................................34
    9.7  Indemnification.........................................................................................34
</TABLE>

                                      -ii-
<PAGE>


<TABLE>
<CAPTION>
Section                                                                                                        Page
<S>                                                                                                              <C>
    9.8  Agent in Individual Capacity............................................................................35
    9.9  Successor Agent.........................................................................................35
    9.10  Withholding Tax........................................................................................35

                                               ARTICLE X MISCELLANEOUS...........................................36
    10.1  Amendments and Waivers.................................................................................36
    10.2  Notices................................................................................................37
    10.3  No Waiver; Cumulative Remedies.........................................................................37
    10.4  Costs and Expenses.....................................................................................37
    10.5  Indemnity..............................................................................................38
    10.6  Payments Set Aside.....................................................................................38
    10.7  Successors and Assigns.................................................................................38
    10.8  Assignments, Participations, etc.......................................................................38
    10.9  Confidentiality........................................................................................39
    10.10  Setoff................................................................................................40
    10.11  Automatic Debits of Fees..............................................................................40
    10.12  Notification of Addresses, Lending Offices, Etc.......................................................40
    10.13  Counterparts..........................................................................................40
    10.14  Severability..........................................................................................40
    10.15  No Third Parties Benefited............................................................................40
    10.16  Governing Law and Jurisdiction........................................................................40
    10.17  Waiver of Jury Trial..................................................................................41
    10.18  Entire Agreement......................................................................................41
</TABLE>


                                     -iii-
<PAGE>


SCHEDULES

    Schedule 2.1      Commitments
    Schedule 5.12     Environmental Matters
    Schedule 5.15     Intellectual Property

    Schedule 5.16     Subsidiaries and Minority Interests
    Schedule 5.17     Insurance Matters
    Schedule 10.2     Lending Offices; Addresses for Notices

EXHIBITS

    Exhibit A                 Form of Notice of Borrowing
    Exhibit B                 Form of Notice of Conversion/Continuation
    Exhibit C                 Form of Compliance Certificate
    Exhibit D                 Form of Legal Opinion of Company's Counsel
    Exhibit E                 Form of Assignment and Acceptance

  Exhibit F                   Form of Promissory Note
    Exhibit G                 Form of Quarterly Certificate
    Exhibit H                 Form of Termination Date Extension Request


<PAGE>






                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is entered into as of October 21, 1997, among
Bremer Financial Corporation, a Minnesota corporation (the "Company"), the
several financial institutions from time to time party to this Agreement
(collectively, the "Banks"; individually, a "Bank"), and Bank of America
National Trust and Savings Association, as agent for the Banks.

         WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility upon the terms and conditions set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         I.1 Certain Defined Terms. The following terms have the following
meanings:

                  "Acquisition" means any transaction or series of related
         transactions for the purpose of or resulting, directly or indirectly,
         in (a) the acquisition of all or substantially all of the assets of a
         Person, or of any business or division of a Person, (b) the acquisition
         of in excess of 50% of the capital stock, partnership interests or
         equity of any Person, or otherwise causing any Person to become a
         Subsidiary, or (c) a merger or consolidation or any other combination
         with another Person (other than a Person that is a Subsidiary) provided
         that the Company or the Subsidiary is the surviving entity.

                  "Adjusted Total Assets" shall have the meaning set forth on
         the date hereof under applicable regulations of any regulatory agency
         having authority on the date hereof as such regulations are applicable
         to the Company, or if such regulations are amended hereafter to define
         Adjusted Total Assets more restrictively, as set forth in such later
         amended regulations.

                  "Affiliate" means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. A Person shall be deemed to control
         another Person if the controlling 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, by contract, or otherwise.

                  "Agent" means BofA in its capacity as agent for the Banks
         hereunder, and any successor agent arising under Section 9.9.

                  "Agent-Related Persons" means BofA and any successor agent
         arising under Section 9.9, together with their respective Affiliates,
         and the officers, directors, employees, agents and attorneys-in-fact of
         such Persons and Affiliates.

                  "Agent's Payment Office" means the address for payments set
         forth on the signature page hereto in relation to the Agent, or such
         other address as the Agent may from time to time specify.

                  "Agreement" means this Credit Agreement.

                  "Applicable Margin" means

<PAGE>

                           (i)  with respect to Base Rate Loans, 0%; and

                           (ii)  with respect to Offshore Rate Loans,

                                    (A) at any time that the Company is
                           Well-Capitalized, determined by reference to the
                           following schedule:

<TABLE>
<CAPTION>
                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                                      Margin
                                 -----------------                                      ------

<S>                                                                             <C>
                           Less than 50%                                        0.375%

                           Greater than or equal to 50%                                 0.50%; and

                                    (B) at any time that the Company is not
                           Well-Capitalized, determined by reference to the
                           following schedule:

                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                                      Margin

                           Less than 25%                                        0.50%

                           Greater than or equal to
                           25% but less than 50%                                    0.75%

                           Greater than or equal to
                           50% but less than 75%                                    1.00%

                           Greater than or equal to 75%                                 1.25%
</TABLE>

                  "Assignee" has the meaning specified in subsection 10.8(a).

                  "Attorney Costs" means and includes all fees and disbursements
         of any law firm or other external counsel, the allocated cost of
         internal legal services and all disbursements of internal counsel.

                  "Bank" has the meaning specified in the introductory clause
         hereto.

                  "Bank Subsidiary" means any Subsidiary of the Company which is
         a bank.

                  "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C.ss.101, et seq.).

                  "Base Rate" means, for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of interest
         in effect for such day as publicly announced from time to time by BofA
         in San Francisco, California, as its "reference rate." (The "reference
         rate" is a rate set by BofA based upon various factors including BofA's
         costs and desired return, general economic conditions and other
         factors, and is used as a reference point for pricing some loans, which
         may be priced at, above, or below such announced rate.)



                                      -2-
<PAGE>

                  Any change in the reference rate announced by BofA shall take
         effect at the opening of business on the day specified in the public
         announcement of such change.

                  "Base Rate Loan" means a Loan that bears interest based on the
         Base Rate.

                  "BofA" means Bank of America National Trust and Savings
         Association, a national banking association.

                  "Borrowing" means a borrowing hereunder consisting of Loans of
         the same Type made to the Company on the same day by the Banks under
         Article II, and, in the case of Offshore Rate Loans, having the same
         Interest Period.

                  "Borrowing Date" means any date on which a Borrowing occurs
         under Section 2.3.

                  "Business Day" means any day other than a Saturday, Sunday or
         other day on which commercial banks in New York City or San Francisco
         are authorized or required by law to close and, if the applicable
         Business Day relates to any Offshore Rate Loan, means such a day on
         which dealings are carried on in the applicable offshore dollar
         interbank market.

                  "Capital Adequacy Regulation" means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

                  "Change of Control" means any Person or group of Persons shall
         after the date hereof acquire sufficient securities of the Company to
         require Federal Reserve Board approval.

                  "Closing Date" means the date on which all conditions
         precedent set forth in Section 4.1 are satisfied or waived by all Banks
         (or, in the case of subsection 4.1(e), waived by the Person entitled to
         receive such payment).

                  "Code" means the Internal Revenue Code of 1986, and
         regulations promulgated thereunder.

                  "Commitment", as to each Bank, has the meaning specified in
         Section 2.1.

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit C.

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "primary
         obligations") of another Person (the "primary obligor"), including any
         obligation of that Person (i) to purchase, repurchase or otherwise
         acquire such primary obligations or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any such
         primary obligation, or to maintain working capital or equity capital of
         the primary obligor or otherwise to maintain the net worth or solvency
         or any balance sheet item, level of income or financial condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any such primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation, or (iv) otherwise to assure or hold harmless
         the holder of any such primary obligation against loss in respect
         thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
         Instrument issued for the account of that Person or as to which that
         Person is otherwise liable for reimbursement of drawings or payments;
         (c) to purchase any materials, supplies or other property from, or to
         obtain the services of, another Person if the relevant contract or
         other related document or obligation requires that payment for such
         materials, supplies or other property, or for such services, shall be
         made regardless of whether delivery of such materials, supplies or
         other property is ever made or tendered, or




                                      -3-
<PAGE>

         such services are ever performed or tendered, or (d) in respect of any
         Swap Contract. The amount of any Contingent Obligation shall, in the
         case of Guaranty Obligations, be deemed equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guaranty Obligation is made or, if not stated or if indeterminable, the
         maximum reasonably anticipated liability in respect thereof, and in the
         case of other Contingent Obligations, shall be equal to the maximum
         reasonably anticipated liability in respect thereof.

                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or by
         which it or any of its property is bound.

                  "Conversion/Continuation Date" means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Loans of the same Type, but with a new
         Interest Period, Loans having Interest Periods expiring on such date.

                  "Default" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "Dollars", "dollars" and "$" each mean lawful money of the
         United States.

                  "Double Leverage Ratio" means the ratio of

                           (a)      equity investments of the Company in its
                                    Subsidiaries

                           to

                           (b)      consolidated net worth of the Company and
                                    its Subsidiaries;

         in each case as reported in the Company's financial statements
         delivered pursuant to Sections 6.1(a) and 6.1(b).

                  "Eligible Assignee" means (i) a commercial bank organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000; (ii) a
         commercial bank organized under the laws of any other country which is
         a member of the Organization for Economic Cooperation and Development
         (the "OECD"), or a political subdivision of any such country, and
         having a combined capital and surplus of at least $100,000,000,
         provided that such bank is acting through a branch or agency located in
         the country in which it is organized or another country which is also a
         member of the OECD; (iii) a Person that is primarily engaged in the
         business of commercial banking and that is (A) a Subsidiary of a Bank,
         (B) a Subsidiary of a Person of which a Bank is a Subsidiary, or (C) a
         Person of which a Bank is a Subsidiary; and (iv) any other Person
         acceptable to the Company and the Agent in their sole discretion.

                  "Environmental Claims" means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential liability
         or responsibility for violation of any Environmental Law, or for
         release or injury to the environment.

                  "Environmental Laws" means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements with, any
         Governmental Authorities, in each case relating to environmental,
         health, safety and land use matters.



                                      -4-
<PAGE>


                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and regulations promulgated thereunder.

                  "ERISA Affiliate" means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).

                  "ERISA Event" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a cessation of operations which is treated as
         such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
         partial withdrawal by the Company or any ERISA Affiliate from a
         Multiemployer Plan or notification that a Multiemployer Plan is in
         reorganization; (d) the filing of a notice of intent to terminate, the
         treatment of a Plan amendment as a termination under Section 4041 or
         4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (e) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (f) the imposition of any liability under Title IV of ERISA, other than
         PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
         the Company or any ERISA Affiliate.

                  "Eurodollar Reserve Percentage" has the meaning specified in
         the definition of "Offshore Rate".

                  "Event of Default" means any of the events or circumstances
         specified in Section 8.1.

                  "Exchange Act" means the Securities and Exchange Act of 1934,
         and regulations promulgated thereunder.

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

                  "Fee Letter" has the meaning specified in subsection 2.10(a).

                  "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  "GAAP" means generally accepted accounting principles set
         forth from time to time in the opinions and pronouncements of the
         Accounting Principles Board and the American Institute of Certified
         Public Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession), which are applicable to the circumstances as of the date
         hereof.

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory authority) thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.



                                      -5-
<PAGE>

                  "Guaranty Obligation" has the meaning specified in the
         definition of "Contingent Obligation."

                  "Impermissible Qualification" means, relative to the opinion
         or certification of any independent public accountant as to any
         financial statement of the Company, any qualification or exception to
         such opinion or certification

                           (a) which is of a "going concern" or similar nature;

                           (b) which relates to the limited scope of examination
                  of matters relevant to such financial statement; provided that
                  this clause (b) shall not include such qualifications and
                  exceptions as are routinely made by independent public
                  accountants when giving opinions and certifications with
                  respect to financial statements; or

                           (c) which relates to the treatment or classification
                  of any item in such financial statement and which, as a
                  condition to its removal, would require an adjustment to such
                  item the effect of which would be to cause the Company to be
                  in default of any of its obligations under Section 7.4.

                  "Indebtedness" of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary course
         of business on ordinary terms); (c) all non-contingent reimbursement or
         payment obligations with respect to Surety Instruments; (d) all
         obligations evidenced by notes, bonds, debentures or similar
         instruments, including obligations so evidenced incurred in connection
         with the acquisition of property, assets or businesses; (e) all
         indebtedness created or arising under any conditional sale or other
         title retention agreement, or incurred as financing, in either case
         with respect to property acquired by the Person (even though the rights
         and remedies of the seller or bank under such agreement in the event of
         default are limited to repossession or sale of such property); (f) all
         obligations with respect to capital leases; (g) all net obligations
         with respect to Swap Contracts; (h) all indebtedness referred to in
         clauses (a) through (g) above secured by (or for which the holder of
         such Indebtedness has an existing right, contingent or otherwise, to be
         secured by) any Lien upon or in property (including accounts and
         contracts rights) owned by such Person, even though such Person has not
         assumed or become liable for the payment of such Indebtedness; and (i)
         all Guaranty Obligations in respect of indebtedness or obligations of
         others of the kinds referred to in clauses (a) through (g) above.

                  "Indemnified Liabilities" has the meaning specified in
         Section 10.5.

         "Indemnified Person" has the meaning specified in Section 10.5.

                  "Insolvency Proceeding" means (a) any case, action or
         proceeding before any court or other Governmental Authority relating to
         bankruptcy, reorganization, insolvency, liquidation, receivership,
         dissolution, winding-up or relief of debtors, or (b) any general
         assignment for the benefit of creditors, composition, marshalling of
         assets for creditors, or other, similar arrangement in respect of its
         creditors generally or any substantial portion of its creditors;
         undertaken under U.S. Federal, state or foreign law, including the
         Bankruptcy Code.

                  "Interest Payment Date" means, as to any Offshore Rate Loan,
         the last day of each Interest Period applicable to such Loan and, as to
         any Base Rate Loan, the last Business Day of each calendar month and
         each date such Loan is converted into another Type of Loan, provided,
         however, that if any Interest Period for an Offshore Rate Loan exceeds
         three months, the date that falls three months after the beginning of
         such Interest Period and after each Interest Payment Date thereafter is
         also an Interest Payment Date.



                                      -6-
<PAGE>

                  "Interest Period" means, as to any Offshore Rate Loan, the
         period commencing on the Borrowing Date of such Loan or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as an Offshore Rate Loan, and ending on the date one, two,
         three or six months thereafter as selected by the Company in its Notice
         of Borrowing or Notice of Conversion/Continuation.

         provided that:

                           (i) if any Interest Period would otherwise end on a
                  day that is not a Business Day, that Interest Period shall be
                  extended to the following Business Day unless 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 preceding Business Day;

                           (ii) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month at the end of such Interest
                  Period; and

                           (iii) no Interest Period for any Loan shall extend
                  beyond the Termination Date.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "Lending Office" means, as to any Bank, the office or offices
         of such Bank specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on Schedule
         10.2, or such other office or offices as such Bank may from time to
         time notify the Company and the Agent.

                  "Leverage Ratio" means, with respect to the Company and its
         Subsidiaries on a consolidated basis, at any time, the ratio of its
         Tier One Capital to its Adjusted Total Assets.

                  "Lien" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale or
         other title retention agreement, the interest of a lessor under a
         capital lease, any financing lease having substantially the same
         economic effect as any of the foregoing, or the filing of any financing
         statement naming the owner of the asset to which such lien relates as
         debtor, under the Uniform Commercial Code or any comparable law) and
         any contingent or other agreement to provide any of the foregoing, but
         not including the interest of a lessor under an operating lease.

                  "Loan" means an extension of credit by a Bank to the Company
         under Article II, and may be a Base Rate Loan or an Offshore Rate Loan
         (each, a "Type" of Loan).

                  "Loan Documents" means this Agreement, any Notes, the Fee
         Letters and all other documents delivered to the Agent or any Bank in
         connection herewith.

                  "Loans Outstanding" means, for any Person, the sum of loans
         and direct lease financings, net of unearned income, by such Person and
         its Subsidiaries on a consolidated basis.

                  "Majority Banks" means at any time Banks then holding at least
         66-2/3% of the then aggregate unpaid principal amount of the Loans, or,
         if no such principal amount is then outstanding, Banks then having at
         least 66-2/3% of the Commitments.



                                      -7-
<PAGE>

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation G, T, U or X of the FRB.

                  "Material Adverse Effect" means (a) a material adverse change
         in, or a material adverse effect upon, the operations, business,
         properties, condition (financial or otherwise) or prospects of the
         Company or the Company and its Subsidiaries taken as a whole; (b) a
         material impairment of the ability of the Company to perform under any
         Loan Document and to avoid any Event of Default; or (c) a material
         adverse effect upon the legality, validity, binding effect or
         enforceability against the Company of any Loan Document. A change or
         effect (or related series of changes or effects) as described in clause
         (a) or clause (b) shall be deemed materially adverse if it would be
         reasonably likely to result in a loss of at least 10% of the
         shareholders' equity of the Company on a consolidated basis.

                  "Multiemployer Plan" means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which the Company or any
         ERISA Affiliate makes, is making, or is obligated to make contributions
         or, during the preceding three calendar years, has made, or been
         obligated to make, contributions.

                  "New Banks" has the meaning specified in Section 2.2(b).

                  "Non-Performing Assets" means, as applied to Loans Outstanding
         of a Person, (i) Loans Outstanding that are not accruing interest, have
         been classified as renegotiated pursuant to guidelines established by
         the Federal Financial Institutions Council or are 90 days or more past
         due in the payment of principal or interest plus (ii) Other Real Estate
         Owned by such Person minus (iii) student loan obligations, included in
         clause (i), which are serviced by a third party servicer and which are
         fully backed by the full faith and credit of the United States
         Government or any agency thereof, whether such guaranty is for the
         benefit of such third party servicer or such Person or any of its
         Subsidiaries, provided, however, that this exclusion shall not apply to
         any student loan with respect to which a third party servicer has
         failed to perform the terms and conditions of its servicing agreement
         with such Person or any of its Subsidiaries.

                  "Non-Performing Ratio" means, for any Person, the ratio of
         such Person's

                  (a)      Non-Performing Assets outstanding

                                    to

                  (b)      Loans Outstanding plus Other Real Estate Owned.

                  "Note" means a promissory note executed by the Company in
         favor of a Bank pursuant to subsection 2.2(b), in substantially the
         form of Exhibit F.

                  "Notice Date" has the meaning specified in Section 2.2(b).

                  "Notice of Borrowing" means a notice in substantially the form
         of Exhibit A.

                  "Notice of Conversion/Continuation" means a notice in
         substantially the form of Exhibit B.

                  "Obligations" means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document owing
         by the Company to any Bank, the Agent, or any Indemnified Person,
         whether direct or indirect (including those acquired by assignment),
         absolute or contingent, due or to become due, now existing or hereafter
         arising.



                                      -8-
<PAGE>

                  "Offshore Rate" means, for any Interest Period, with respect
         to Offshore Rate Loans comprising part of the same Borrowing, the rate
         of interest per annum (rounded upward to the next 1/16th of 1%)
         determined by the Agent as follows:

         Offshore Rate =                 IBOR
                         ------------------------------------
                         1.00 - Eurodollar Reserve Percentage

         Where,

                           "Eurodollar Reserve Percentage" means for any day for
                  any Interest Period the maximum reserve percentage (expressed
                  as a decimal, rounded upward to the next 1/100th of 1%) in
                  effect on such day (whether or not applicable to any Bank)
                  under regulations issued from time to time by the FRB for
                  determining the maximum reserve requirement (including any
                  emergency, supplemental or other marginal reserve requirement)
                  with respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities"); and

                           "IBOR" means the rate of interest per annum
                  determined by the Agent as the rate at which dollar deposits
                  in the approximate amount of BofA's Offshore Rate Loan for
                  such Interest Period would be offered by BofA's Grand Cayman
                  Branch, Grand Cayman B.W.I. (or such other office as may be
                  designated for such purpose by BofA), to major banks in the
                  offshore dollar interbank market at their request at
                  approximately 11:00 a.m. (New York City time) two Business
                  Days prior to the commencement of such Interest Period.

                           The Offshore Rate shall be adjusted automatically as
                  to all Offshore Rate Loans then outstanding as of the
                  effective date of any change in the Eurodollar Reserve
                  Percentage.

                  "Offshore Rate Loan" means a Loan that bears interest based on
         the Offshore Rate.

                  "Organization Documents" means, for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement, and
         all applicable resolutions of the board of directors (or any committee
         thereof) of such corporation.

                  "Other Real Estate Owned" of a Person means "other real estate
         owned" as shown in the financial statements of such Person prepared in
         accordance with GAAP.

                  "Other Taxes" means any present or future stamp or documentary
         taxes or any other excise or property taxes, charges or similar levies
         which arise from any payment made hereunder or from the execution,
         delivery or registration of, or otherwise with respect to, this
         Agreement or any other Loan Documents.

                  "Participant" has the meaning specified in subsection 10.8(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  "Pension Plan" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which the Company sponsors,
         maintains, or to which it makes, is making, or is obligated to make
         contributions, or in the case of a multiple employer plan (as described
         in Section 4064(a) of ERISA) has made contributions at any time during
         the immediately preceding five (5) plan years.

                  "Permitted Liens" has the meaning specified in Section 7.1.



                                      -9-
<PAGE>

                  "Person" means an individual, partnership, corporation,
         limited liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.

                  "Plan" means an employee benefit plan (as defined in Section
         3(3) of ERISA) which the Company sponsors or maintains or to which the
         Company makes, is making, or is obligated to make contributions and
         includes any Pension Plan.

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

                  "Quarterly Certificate" means a certificate substantially in
         the form of Exhibit G.

                  "Reportable Event" means, any of the events set forth in
         Section 4043(b) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC.

                  "Requirement of Law" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.

                  "Responsible Officer" means the chief executive officer or the
         president of the Company, or any other officer having substantially the
         same authority and responsibility; or, with respect to compliance with
         financial covenants, the chief financial officer or the treasurer of
         the Company, or any other officer having substantially the same
         authority and responsibility.

                  "Risk-Weighted Assets" means, for any Person, the value of the
         assets of such Person and its Subsidiaries, including adjusted
         off-balance sheet items, all as calculated pursuant to risk-based
         capital guidelines in effect from time to time with the applicable
         regulatory agency.

                  "Scheduled Termination Date" has the meaning specified in the
         definition of "Termination Date".

                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "Subsidiary" of a Person means any corporation, association,
         limited liability company, partnership, joint venture or other business
         entity of which more than 50% of the voting stock or other equity
         interests (in the case of Persons other than corporations) is owned or
         controlled directly or indirectly by the Person, or one or more of the
         Subsidiaries of the Person, or a combination thereof. No Person shall
         be deemed a Subsidiary of the Company as a result of ownership of its
         voting stock or other equity interests by First American Trust Company,
         N.A. in a fiduciary capacity. Unless the context otherwise clearly
         requires, references herein to a "Subsidiary" refer to a Subsidiary of
         the Company.

                  "Surety Instruments" means all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties,
         shipside bonds, surety bonds and similar instruments.

                  "Swap Contract" means any agreement (including any master
         agreement and any agreement, whether or not in writing, relating to any
         single transaction) that is an interest rate swap agreement, basis
         swap, forward rate agreement, commodity swap, commodity option, equity
         or equity index swap or option, bond option, interest rate option,
         forward foreign exchange agreement, rate cap, collar or floor
         agreement,




                                      -10-
<PAGE>

         currency swap agreement, cross-currency rate swap agreement, swaption,
         currency option or any other, similar agreement (including any option
         to enter into any of the foregoing).

                  "Taxes" means any and all present or future taxes, levies,
         imposts, deductions, charges or withholdings, and all liabilities with
         respect thereto, excluding, in the case of each Bank and the Agent,
         such taxes (including income taxes or franchise taxes) as are imposed
         on or measured by each Bank's net income by the jurisdiction (or any
         political subdivision thereof) under the laws of which such Bank or the
         Agent, as the case may be, is organized or maintains a lending office.

                  "Termination Date" means the earlier to occur of:

                           (a) October 20, 1998 as such date may be extended
                  pursuant to Section 2.2 hereof (as so extended, the "Scheduled
                  Termination Date"); and

                           (b) the date on which the Commitments terminate in
                  accordance with the provisions of this Agreement.

                  "Termination Date Extension Request" means a request
         substantially in the form of Exhibit H attached hereto.

                  "Tier One Capital" shall have the meaning set forth on the
         date hereof under applicable regulations of any regulatory agency
         having authority on the date hereof as such regulations are applicable
         to the Company, or if such regulations are amended hereafter to define
         Tier One Capital more restrictively, as set forth in such later
         definition.

                  "Tier Two Capital" shall have the meaning set forth on the
         date hereof under applicable regulations of any regulatory agency
         having authority on the date hereof as such regulations are applicable
         to the Company, or if such regulations are amended hereafter to define
         Tier Two Capital more restrictively, as set forth in such later
         definition.

                  "Type" has the meaning specified in the definition of "Loan."

                  "Unfunded Pension Liability" means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                  "United States" and "U.S." each means the United States of
         America.

                  "Well-Capitalized" shall have the meaning promulgated by any
         regulatory agency having authority on the date hereof, as applicable to
         the Company, or if not applicable to the Company per se, as applicable
         to the Bank Subsidiaries, on a combined basis applied to the Company;
         provided, however, that if at any time requirements of the designation
         "Well-Capitalized" promulgated by such regulatory authority shall be
         modified so as to define the requirements for such designation more
         restrictively than the existing requirements, then such requirements
         set forth herein shall be changed to reflect such later modification;
         provided, further, if at any time such regulatory authority shall
         determine that such Person is not "Well-Capitalized" (within the
         meaning of the regulations promulgated by such authority then in
         effect), such Person shall be deemed not to be Well-Capitalized for
         purposes of this Agreement, without regard to whether such Person shall
         meet the requirements of the definition of such term set forth in this
         Agreement as in effect at such time.



                                      -11-
<PAGE>

                  "Wholly-Owned Subsidiary" means any corporation in which
         (other than directors' qualifying shares required by law) 100% of the
         capital stock of each class having ordinary voting power, and 100% of
         the capital stock of every other class, in each case, at the time as of
         which any determination is being made, is owned, beneficially and of
         record, by the Company, or by one or more of the other Wholly-Owned
         Subsidiaries, or both.

         I.2 Other Interpretive Provisions. (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

                  (b) The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and subsection, Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

                  (c) (i) The term "documents" includes any and all instruments,
         documents, agreements, certificates, indentures, notices and other
         writings, however evidenced.

                           (ii) The term "including" is not limiting and means
                  "including without limitation."

                           (iii) In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including"; the words "to" and "until" each mean "to but
         excluding", and the word "through" means "to and including."

                  (d) Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any statute
or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute or regulation.

                  (e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

                  (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

                  (g) This Agreement and the other Loan Documents are the result
of negotiations among and have been reviewed by counsel to the Agent, the
Company and the other parties, and are the products of all parties. Accordingly,
they shall not be construed against the Banks or the Agent merely because of the
Agent's or Banks' involvement in their preparation.

         I.3 Accounting Principles. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                  (b) References herein to "fiscal year" and "fiscal quarter"
refer to such fiscal periods of the Company.




                                      -12-
<PAGE>

                                   ARTICLE II

                                   THE CREDITS

         II.1 Amounts and Terms of Commitments. Each Bank severally agrees, on
the terms and conditions set forth herein, to make loans to the Company (each
such loan, a "Loan") from time to time on any Business Day during the period
from the Closing Date to the Termination Date, in an aggregate amount not to
exceed at any time outstanding the amount set forth on Schedule 2.1 (such amount
as the same may be reduced under Section 2.6 or as a result of one or more
assignments under Section 10.8, the Bank's "Commitment"). Within the limits of
each Bank's Commitment, and subject to the other terms and conditions hereof,
the Company may borrow under this Section 2.1, prepay under Section 2.7 and
reborrow under this Section 2.1.

         II.2  Termination Date.

                  (a) The Commitments shall terminate and each Bank shall be
relieved of its obligations to make any Loan on the Termination Date. The
Company may from time to time request an extension of the Termination Date by
executing and delivering to the Agent a Termination Date Extension Request at
least 60 but not more than 75 days prior to the then current Scheduled
Termination Date. The Scheduled Termination Date shall be so extended if the
Agent shall have received from each Bank on or prior to the 30th day preceding
the then current Scheduled Termination Date a duly executed counterpart of such
Scheduled Termination Date Extension Request; provided, that any such extension
shall take effect as of the date on which the Agent shall have notified the
Company of the approval thereof and the Scheduled Termination Date shall be
extended to a date 364 days from said effectiveness. Each Bank may in its sole
and absolute discretion withhold its consent to any such Termination Date
Extension Request.

                  (b) Notwithstanding the foregoing, if the Agent shall have
received duly executed counterparts of a Termination Date Extension Request from
Banks having, in the aggregate, Pro Rata Shares of 66-2/3% or more of the
Commitments, but less than 100% of the aggregate Commitments, on or prior to the
30th day preceding the then current Scheduled Termination Date, the Agent shall
so notify (the date of such notice being the "Notice Date") the Company, and the
Company, shall have the right to seek a substitute bank or banks (the "New
Banks") acceptable to the Agent and the Company (which may be one or more of the
Banks) to replace the Bank or Banks which have not delivered a counterpart of
such Termination Date Extension Request by such time. If, by the then current
Scheduled Termination Date, the then current Termination Date shall not have
been extended pursuant to clause (a) above, the Company shall elect, by
delivering to the Agent on or prior to the then current Scheduled Termination
Date a written notice of election, either (i) not to extend such current
Scheduled Termination Date, in which case such Scheduled Termination Date shall
not be so extended for any Bank irrespective of whether such Bank has or has not
sent its duly executed Termination Date Extension Request, or (ii) if the
aggregate Commitments of the Banks who have delivered duly executed counterparts
of a Termination Date Extension Request is at least 66-2/3% of the Commitment
Amount, to extend such current Scheduled Termination Date, in which case the
Scheduled Termination Date shall be extended as of such Scheduled Termination
Date for a period of 364 days from the Notice Date, and the aggregate
Commitments shall be reduced to an amount equal to the aggregate of the
Commitments of the Banks who had delivered duly executed counterparts of a
Termination Date Extension Request on or prior to the 30th day preceding the
then current Scheduled Termination Date plus the aggregate Commitments of the
New Banks and the Company shall pay (such payment to be made on such Scheduled
Termination Date) in full all Obligations owing to each Bank who shall not have
delivered such counterpart to the Agent on or prior to such 30th day and each
such Bank shall no longer be a party to this Agreement or be included as a Bank
for purposes of this Agreement and each other Loan Document. If the Company
shall not have delivered such a written notice of election to the Agent on or
prior to such current Scheduled Termination Date, the current Scheduled
Termination Date shall not be extended; provided that the Commitment of any Bank
who has delivered an executed Termination Date Extension Request shall be
revocable until the Company shall have delivered such notice of election.



                                      -13-
<PAGE>

         II.3 Loan Accounts. (a) The Loans made by each Bank shall be evidenced
by one or more loan accounts or records maintained by such Bank in the ordinary
course of business. The loan accounts or records maintained by the Agent and
each Bank shall be conclusive absent manifest error of the amount of the Loans
made by the Banks to the Company and the interest and payments thereon. Any
failure so to record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Company hereunder to pay any amount owing
with respect to the Loans.

                  (b) Upon the request of any Bank made through the Agent, the
Loans made by such Bank may be evidenced by one or more Notes, instead of loan
accounts. Each such Bank shall endorse on the schedules annexed to its Note(s)
the date, amount and maturity of each Loan made by it and the amount of each
payment of principal made by the Company with respect thereto. Each such Bank is
irrevocably authorized by the Company to endorse its Note(s) and each Bank's
record shall be conclusive absent manifest error; provided, however, that the
failure of a Bank to make, or an error in making, a notation thereon with
respect to any Loan shall not limit or otherwise affect the obligations of the
Company hereunder or under any such Note to such Bank.

         II.4 Procedure for Borrowing. (a) Each Borrowing shall be made upon the
Company's irrevocable written or telephonic notice (promptly confirmed in
writing if telephonic) delivered to the Agent in the form of a Notice of
Borrowing (which notice must be received by the Agent prior to 9:00 a.m. (San
Francisco time) (i) three Business Days prior to the requested Borrowing Date,
in the case of Offshore Rate Loans; and (ii) on the requested Borrowing Date, in
the case of Base Rate Loans, specifying:

                                    (A) the amount of the Borrowing, which shall
                           be in an aggregate minimum amount of $1,000,000 or
                           any multiple of $500,000 in excess thereof;

                                    (B) the requested Borrowing Date, which
                           shall be a Business Day;

                                    (C) the Type of Loans comprising the
                           Borrowing; and

                                    (D) the duration of the Interest Period
                           applicable to such Loans included in such notice. If
                           the Notice of Borrowing fails to specify the duration
                           of the Interest Period for any Borrowing comprised of
                           Offshore Rate Loans, such Interest Period shall be
                           three months.

                  (b) The Agent will promptly notify each Bank of its receipt of
any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that
Borrowing.

                  (c) Each Bank will make the amount of its Pro Rata Share of
each Borrowing available to the Agent for the account of the Company at the
Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date
requested by the Company in funds immediately available to the Agent. The
proceeds of all such Loans will then be made available to the Company by the
Agent by wire transfer in accordance with written instructions provided to the
Agent by the Company of like funds as received by the Agent.

                  (d) After giving effect to any Borrowing, there may not be
more than six different Interest Periods in effect.

         II.5 Conversion and Continuation Elections. (a) The Company may, upon
irrevocable written or telephonic notice (promptly confirmed in writing if
telephonic) to the Agent in accordance with subsection 2.4(b):

                           (i elect, as of any Business Day, in the case of Base
         Rate Loans, or as of the last day of the applicable Interest Period, in
         the case of any other Type of Loans, to convert any such Loans (or any
         part thereof in an amount not less than $1,000,000, or that is in an
         integral multiple of $500,000 in excess thereof) into Loans of any
         other Type; or



                                      -14-
<PAGE>


                           (ii elect, as of the last day of the applicable
         Interest Period, to continue any Loans having Interest Periods expiring
         on such day (or any part thereof in an amount not less than $1,000,000,
         or that is in an integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Company to continue such Loans as, and convert such Loans into, Offshore
Rate Loans shall terminate.

                  (b The Company shall deliver a Notice of Conversion/
Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco
time) at least (i) three Business Days in advance of the Conversion/Continuation
Date, if the Loans are to be converted into or continued as Offshore Rate Loans;
and (ii) on the Conversion/Continuation Date, if the Loans are to be converted
into Base Rate Loans, specifying:

                                    (A the proposed Conversion/Continuation
                           Date;

                                    (B the aggregate amount of Loans to be
                           converted or renewed;

                                    (C the Type of Loans resulting from the
                           proposed conversion or continuation; and

                                    (D other than in the case of conversions
                           into Base Rate Loans, the duration of the requested
                           Interest Period.

                  (c If upon the expiration of any Interest Period applicable to
Offshore Rate Loans, the Company has failed to select timely a new Interest
Period to be applicable to such Offshore Rate Loans or if any Default or Event
of Default then exists, the Company shall be deemed to have elected to convert
such Offshore Rate Loans into Base Rate Loans effective as of the expiration
date of such Interest Period.

                  (d The Agent will promptly notify each Bank of its receipt of
a Notice of Conversion/Continuation, or, if no timely notice is provided by the
Company, the Agent will promptly notify each Bank of the details of any
automatic conversion. All conversions and continuations shall be made ratably
according to the respective outstanding principal amounts of the Loans with
respect to which the notice was given held by each Bank.

                  (e Unless the Majority Banks otherwise agree, during the
existence of a Default or Event of Default, the Company may not elect to have a
Loan converted into or continued as an Offshore Rate Loan.

                  (f After giving effect to any conversion or continuation of
Loans, there may not be more six different Interest Periods in effect.

        II.6 Voluntary Termination or Reduction of Commitments. The Company may,
upon not less than five Business Days' prior notice to the Agent, terminate the
Commitments, or permanently reduce the Commitments by an aggregate minimum
amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; unless,
after giving effect thereto and to any prepayments of Loans made on the
effective date thereof, the then-outstanding principal amount of the Loans would
exceed the amount of the combined Commitments then in effect. Once reduced in
accordance with this Section , the Commitments may not be increased. Any
reduction of the Commitments shall be applied to each Bank according to its Pro
Rata Share. All accrued commitment fees to, but not including the effective date
of any reduction or termination of Commitments, shall be paid on the effective
date of such reduction or termination.



                                      -15-
<PAGE>

        II.7 Optional Prepayments. Subject to Section 3.4, the Company may, at
any time or from time to time, upon not less than three Business Days'
irrevocable notice to the Agent in the case of Offshore Rate Loans or prior to
9:00 a.m. on the date of a proposed prepayment in the case of Base Rate Loans,
ratably prepay Loans in whole or in part, in minimum amounts of $1,000,000 or
any multiple of $500,000 in excess thereof. Such notice of prepayment shall
specify the date and amount of such prepayment and the Type(s) of Loans to be
prepaid. The Agent will promptly notify each Bank of its receipt of any such
notice, and of such Bank's Pro Rata Share of such prepayment. If such notice is
given by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein, together with accrued interest to each such date on the amount prepaid
and any amounts required pursuant to Section 3.4.

        II.8 Repayment. The Company shall repay to the Banks on the Termination
Date the aggregate principal amount of Loans outstanding on such date.

        II.9 Interest. (a) Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Offshore Rate or the Base Rate, as the case may be (and subject to
the Company's right to convert to other Types of Loans under Section 2.5), plus
the Applicable Margin.

                (b Interest on each Loan shall be paid in arrears on each
Interest Payment Date and the Termination Date. Interest shall also be paid on
the date of any prepayment of Loans under Section 2.7 for the portion of the
Loans so prepaid and upon payment (including prepayment) in full thereof and,
during the existence of any Event of Default, interest shall be paid on demand
of the Agent at the request or with the consent of the Majority Banks.

                (c Notwithstanding subsection (a) of this Section, while any
Event of Default exists or after acceleration, the Company shall pay interest
(after as well as before entry of judgment thereon to the extent permitted by
law) on the principal amount of all outstanding Obligations, at a rate per annum
which is determined by adding 3% per annum to the Applicable Margin then in
effect for such Loans and, in the case of Obligations not subject to an
Applicable Margin, at a rate per annum equal to the Base Rate plus 3%; provided,
however, that, on and after the expiration of any Interest Period applicable to
any Offshore Rate Loan outstanding on the date of occurrence of such Event of
Default or acceleration, the principal amount of such Loan shall, during the
continuation of such Event of Default or after acceleration, bear interest at a
rate per annum equal to the Base Rate plus 3%.

                (d Anything herein to the contrary notwithstanding, the
obligations of the Company to any Bank hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary to
the provisions of any law applicable to such Bank limiting the highest rate of
interest that may be lawfully contracted for, charged or received by such Bank,
and in such event the Company shall pay such Bank interest at the highest rate
permitted by applicable law.

        II.10 Fees. (a) Agency Fees. The Company shall pay an agency fee to the
Agent for the Agent's own account, as required by the letter agreement ("Fee
Letter") between the Company and Agent dated August 18, 1997, or as may be
agreed by the Company and the Agent from time to time.

                (b Facility Fees. The Company shall pay to the Agent for the
account of each Bank a facility fee, computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter based upon the daily aggregate
amount of each Bank's Commitment (whether or not utilized) for that quarter as
calculated by the Agent, equal to 3/16 of 1% per annum. Such facility fee shall
accrue from the date hereof to the Termination Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September,
and December commencing on the first such date after the date hereof through the
Termination Date, with the final payment to be made on the Termination Date;
provided that, in connection with any reduction or termination of Commitments
under Section 2.6, the accrued commitment fee calculated for the period ending
on such date shall also be paid on




                                      -16-
<PAGE>

the date of such reduction or termination, with the following quarterly payment
being calculated on the basis of the period from such reduction or termination
date to such quarterly payment date. The commitment fees provided in this
subsection shall accrue at all times after the above-mentioned commencement
date, including at any time during which one or more conditions in Article IV
are not met.

        II.11 Computation of Fees and Interest. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by BofA's "reference rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
interest being paid than if computed on the basis of a 365-day year). Interest
and fees shall accrue during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.

                (b Each determination of an interest rate by the Agent shall be
conclusive and binding on the Company and the Banks in the absence of manifest
error.

        II.12 Payments by the Company. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be made
to the Agent for the account of the Banks at the Agent's Payment Office, and
shall be made in dollars and in immediately available funds, no later than 11:00
a.m. (San Francisco time) on the date specified herein. The Agent will promptly
distribute to each Bank its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. If such
payment is received from the Company prior to 11:00 a.m. (San Francisco time) on
a Business Day, the Agent shall distribute to each Bank its Pro Rata Share on
such Business Day. Any payment received by the Agent later than 11:00 a.m. (San
Francisco time) shall be deemed to have been received on the following Business
Day and any applicable interest or fee shall continue to accrue.

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

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



                                      -17-
<PAGE>


        II.13 Payments by the Banks to the Agent. (a) Unless the Agent receives
notice from a Bank on or prior to the Closing Date or, with respect to any
Borrowing after the Closing Date, at least one Business Day prior to the date of
such Borrowing, that such Bank will not make available as and when required
hereunder to the Agent for the account of the Company the amount of that Bank's
Pro Rata Share of the Borrowing, the Agent may assume that each Bank has made
such amount available to the Agent in immediately available funds on the
Borrowing Date and the Agent may (but shall not be so required to), in reliance
upon such assumption, make available to the Company on such date a corresponding
amount. If and to the extent any Bank shall not have made its full amount
available to the Agent in immediately available funds and the Agent in such
circumstances has made available to the Company such amount, that Bank shall on
the Business Day following such Borrowing Date make such amount available to the
Agent, together with interest at the Federal Funds Rate for each day during such
period. A notice of the Agent submitted to any Bank with respect to amounts
owing under this subsection (a) shall be conclusive, absent manifest error. If
such amount is so made available, such payment to the Agent shall constitute
such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If
such amount is not made available to the Agent on the Business Day following the
Borrowing Date, the Agent will notify the Company of such failure to fund and,
upon demand by the Agent, the Company shall pay such amount to the Agent for the
Agent's account, together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.

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

        II.14 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall
immediately (a) notify the Agent of such fact, and (b) purchase from the other
Banks such participations in the Loans made by them as shall be necessary to
cause such purchasing Bank to share the excess payment pro rata with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Bank, such purchase shall to that
extent be rescinded and each other Bank shall repay to the purchasing Bank the
purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company agrees
that any Bank so purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to Section 10.10) with respect to such
participation as fully as if such Bank were the direct creditor of the Company
in the amount of such participation. The Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Banks following
any such purchases or repayments.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY


        III.1 Taxes. (a) Any and all payments by the Company to each Bank or the
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for any Taxes. In addition, the
Company shall pay all Other Taxes.

                (b The Company agrees to indemnify and hold harmless each Bank
and the Agent for the full amount of Taxes or Other Taxes (including any Taxes
or Other Taxes imposed by any jurisdiction on amounts payable under this
Section) paid by the Bank or the Agent and any liability (including penalties,
interest, additions to tax and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly




                                      -18-
<PAGE>

or legally asserted. Payment under this indemnification shall be made within 30
days after the date the Bank or the Agent makes written demand therefor.

                (c If the Company shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Bank or the Agent, then:

                           (i the sum payable shall be increased as necessary so
                  that after making all required deductions and withholdings
                  (including deductions and withholdings applicable to
                  additional sums payable under this Section) such Bank or the
                  Agent, as the case may be, receives an amount equal to the sum
                  it would have received had no such deductions or withholdings
                  been made;

                           (ii the Company shall make such deductions and
                  withholdings;

                           (iii the Company shall pay the full amount deducted
                  or withheld to the relevant taxing authority or other
                  authority in accordance with applicable law; and

                           (iv the Company shall also pay to each Bank or the
                  Agent for the account of such Bank, at the time interest is
                  paid, all additional amounts which the respective Bank
                  specifies as necessary to preserve the after-tax yield the
                  Bank would have received if such Taxes or Other Taxes had not
                  been imposed.

                (d Within 30 days after the date of any payment by the Company
of Taxes or Other Taxes, the Company shall furnish the Agent the original or a
certified copy of a receipt evidencing payment thereof, or other evidence of
payment satisfactory to the Agent.

                (e If the Company is required to pay additional amounts to any
Bank or the Agent pursuant to subsection (c) of this Section, then such Bank
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Lending Office so as to eliminate any such
additional payment by the Company which may thereafter accrue, if such change in
the judgment of such Bank is not otherwise disadvantageous to such Bank.

        III.2 Illegality. (a) If any Bank determines that the introduction of
any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Bank or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Bank to the Company through
the Agent, any obligation of that Bank to make Offshore Rate Loans shall be
suspended until the Bank notifies the Agent and the Company that the
circumstances giving rise to such determination no longer exist.

                (b If a Bank determines that it is unlawful to maintain any
Offshore Rate Loan, the Company shall, upon its receipt of notice of such fact
and demand from such Bank (with a copy to the Agent), prepay in full such
Offshore Rate Loans of that Bank then outstanding, together with interest
accrued thereon and amounts required under Section 3.4, either on the last day
of the Interest Period thereof, if the Bank may lawfully continue to maintain
such Offshore Rate Loans to such day, or immediately, if the Bank may not
lawfully continue to maintain such Offshore Rate Loan. If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Bank, in the amount of
such repayment, a Base Rate Loan.

                (c If the obligation of any Bank to make or maintain Offshore
Rate Loans has been so terminated or suspended, the Company may elect, by giving
notice to the Bank through the Agent that all Loans which would otherwise be
made by the Bank as Offshore Rate Loans shall be instead Base Rate Loans.

        III.3 Increased Costs and Reduction of Return. (a) If any Bank
determines that, due to either (i) the introduction of or any change (other than
any change by way of imposition of or increase in reserve requirements




                                      -19-
<PAGE>

included in the calculation of the Offshore Rate) in or in the interpretation of
any law or regulation or (ii) the compliance by that Bank with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to such Bank
of agreeing to make or making, funding or maintaining any Offshore Rate Loans,
then the Company shall be liable for, and shall from time to time, upon demand
(with a copy of such demand to be sent to the Agent), pay to the Agent for the
account of such Bank, additional amounts as are sufficient to reasonably
compensate such Bank for such increased costs.

                (b If any Bank shall have determined that (i) the introduction
of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance by
the Bank (or its Lending Office) or any corporation controlling the Bank with
any Capital Adequacy Regulation, affects or would affect the amount of capital
required or expected to be maintained by the Bank or any corporation controlling
the Bank and (taking into consideration such Bank's or such corporation's
policies with respect to capital adequacy and such Bank's desired return on
capital) determines that the amount of such capital is increased as a
consequence of its Commitment, loans, credits or obligations under this
Agreement, then, upon demand of such Bank to the Company through the Agent, the
Company shall pay to the Bank, from time to time as specified by the Bank,
additional amounts sufficient to compensate the Bank for such increase.

        III.4 Funding Losses. The Company shall reimburse each Bank and hold
each Bank harmless from any loss or expense which the Bank may sustain or incur
as a consequence of:

                  (a the failure of the Company to make on a timely basis any
payment of principal of any Offshore Rate Loan;

                  (b the failure of the Company to borrow, continue or convert a
Loan after the Company has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/ Continuation;

                  (c the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.7;

                  (d the prepayment or other payment (including after
acceleration thereof) of an Offshore Rate Loan on a day that is not the last day
of the relevant Interest Period; or

                  (e the automatic conversion under Section 2.4 of any Offshore
Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant
Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Company to the Banks under this Section and
under subsection 3.3(a), each Offshore Rate Loan made by a Bank (and each
related reserve, special deposit or similar requirement) shall be deemed to have
been funded at the IBOR used in determining the Offshore Rate for such Offshore
Rate Loan by a matching deposit or other borrowing in the interbank eurodollar
market for a comparable amount and for a comparable period, whether or not such
Offshore Rate Loan is in fact so funded.

        III.5 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the Offshore
Rate for any requested Interest Period with respect to a proposed Offshore Rate
Loan, or that the Offshore Rate applicable pursuant to subsection 2.9(a) for any
requested Interest Period with respect to a proposed Offshore Rate Loan does not
adequately and fairly reflect the cost to the Banks of funding such Loan, the
Agent will promptly so notify the Company and each Bank. Thereafter, the
obligation of the Banks to make or maintain Offshore Rate Loans hereunder shall
be suspended until the Agent upon the instruction of the Majority Banks revokes
such notice in writing. Upon receipt of such notice, the Company may revoke any


                                      -20-
<PAGE>

Notice of Borrowing or Notice of Conversion/Continuation then submitted by it.
If the Company does not revoke such Notice, the Banks shall make, convert or
continue the Loans, as proposed by the Company, in the amount specified in the
applicable notice submitted by the Company, but such Loans shall be made,
converted or continued as Base Rate Loans instead of Offshore Rate Loans.

        III.6 Certificate of Banks. Any Bank claiming reimbursement or
compensation under this Article III shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Bank hereunder and such certificate shall be rebuttable presumptive
evidence as to the matters set forth therein.

        III.7 Survival. The agreements and obligations of the Company in this
Article III shall survive the payment of all other Obligations.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT


        IV.1 Conditions of Initial Loans. The obligation of each Bank to make
its initial Loan hereunder is subject to the condition that the Agent have
received on or before the initial borrowing date all of the following, in form
and substance satisfactory to the Agent and each Bank, and in sufficient copies
for each Bank:

                  (a Credit Agreement and Notes. This Agreement and the Notes
executed by each party thereto;

                  (b Resolutions; Incumbency.

                           (i Copies of the resolutions of the board of
                  directors of the Company authorizing the transactions
                  contemplated hereby, certified as of the Closing Date by the
                  Secretary or an Assistant Secretary of the Company; and

                           (ii A certificate of the Secretary or Assistant
                  Secretary of the Company certifying the names and true
                  signatures of the officers of the Company authorized to
                  execute, deliver and perform, as applicable, this Agreement,
                  and all other Loan Documents to be delivered by it hereunder;

                  (c Organization Documents; Good Standing. The articles or
certificate of incorporation and the bylaws of the Company as in effect on the
Closing Date, certified by the Secretary or Assistant Secretary of the Company
as of the Closing Date.

                  (d Legal Opinions. An opinion of Winthrop & Weinstine, P.A.
counsel to the Company and addressed to the Agent and the Banks, substantially
in the form of Exhibit D;

                  (e Payment of Fees. Evidence of payment by the Company of all
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Closing Date, together with Attorney Costs of BofA to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of Attorney Costs
as shall constitute BofA's reasonable estimate of Attorney Costs incurred or to
be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude final settling of accounts between the Company and
BofA); including any such costs, fees and expenses arising under or referenced
in Sections 2.10 and 10.4;


                                      -21-
<PAGE>

                  (f Certificate. A certificate signed by a Responsible Officer,
dated as of the Closing Date, stating that:

                           (i the representations and warranties contained in
                  Article V are true and correct on and as of such date, as
                  though made on and as of such date;

                           (ii no Default or Event of Default exists or would
                  result from the initial Borrowing; and

                         (iii there has occurred since December 31, 1996, no
        event or circumstance that has resulted or could reasonably be expected
        to result in a Material Adverse Effect; and

                  (g Other Documents. Such other approvals, opinions, documents
or materials as the Agent or any Bank may request.

        IV.2 Conditions to All Borrowings. The obligation of each Bank to make
any Loan to be made by it (including its initial Loan) is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date:

                  (a Notice of Borrowing. The Agent shall have received (with,
in the case of the initial Loan only, a copy for each Bank) a Notice of
Borrowing;

                  (b Continuation of Representations and Warranties. The
representations and warranties in Article V shall be true and correct on and as
of such Borrowing Date with the same effect as if made on and as of such
Borrowing Date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and correct
as of such earlier date); and

                  (c No Existing Default. No Default or Event of Default shall
exist or shall result from such Borrowing.

Each Notice of Borrowing submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder, as of the date of each
such notice and as of each Borrowing Date, that the conditions in Section 4.2
are satisfied.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and each Bank that:

         V.1 Corporate Existence and Power. The Company and each of its
Subsidiaries:

                  (a is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;

                  (b has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and perform its obligations under the Loan Documents;



                                      -22-
<PAGE>

                  (c is duly qualified as a foreign corporation and is licensed
and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification or license; and

                  (d is in compliance with all Requirements of Law; except, in
each case referred to in clause (c) or clause (d) or with respect to any
Subsidiary in each case referred to in clause (a) or clause (b), to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

        V.2 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Company of this Agreement and each other Loan Document
have been duly authorized by all necessary corporate action, and do not and will
not:

                  (a contravene the terms of any of the Company's Organization
Documents;

                  (b conflict with or result in any breach or contravention of,
or the creation of any Lien under, any document evidencing any Contractual
Obligation to which the Company is a party or any order, injunction, writ or
decree of any Governmental Authority to which the Company or its property is
subject; or

                  (c violate any Requirement of Law.

        V.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company of
the Agreement or any other Loan Document.

        V.4 Binding Effect. This Agreement and each other Loan Document
constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

        V.5 Litigation. There are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Company, or its Subsidiaries or any of their respective
properties which:

                  (a purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby or thereby; or

                  (b as to which there exists a substantial likelihood of an
adverse determination, which determination would reasonably be expected to have
a Material Adverse Effect. No injunction, writ, temporary restraining order or
any order of any nature has been issued by any court or other Governmental
Authority purporting to enjoin or restrain the execution, delivery or
performance of this Agreement or any other Loan Document, or directing that the
transactions provided for herein or therein not be consummated as herein or
therein provided.

        V.6 No Default. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Company. As of the Closing Date,
neither the Company nor any Subsidiary is in default under or with respect to
any Contractual Obligation in any respect which, individually or together with
all such defaults, could reasonably be expected to have a Material Adverse
Effect, or that would, if such default had occurred after the Closing Date,
create an Event of Default under subsection 8.1(e).

        V.7  ERISA Compliance.



                                      -23-
<PAGE>

                (a Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state law. Each
Plan which is intended to qualify under Section 401(a) of the Code has received
a favorable determination letter from the IRS and to the best knowledge of the
Company, nothing has occurred which would cause the loss of such qualification.
The Company and each ERISA Affiliate has made all required contributions to any
Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan.

                (b There are no pending or, to the best knowledge of Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

                (c (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Company nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Company nor any ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

        V.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 6.12
and Section 7.6.

        V.9 Title to Properties. The Company and each Subsidiary have good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, have a Material Adverse Effect. As of the Closing Date, the
property of the Company and its Subsidiaries is subject to no Liens, other than
Permitted Liens.

        V.10 Taxes. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

        V.11 Financial Condition. (a) The audited consolidated financial
statements of the Company and its Subsidiaries dated December 31, 1996, (b) the
unaudited consolidated financial statements of the Company and its Subsidiaries
dated June 30, 1997, and (c) the related consolidated statements of income or
operations, shareholders' equity and cash flows for the fiscal period ended on
such dates:

                           (i were prepared in accordance with GAAP consistently
                  applied throughout the period covered thereby, except as
                  otherwise expressly noted therein, subject in the case of the
                  June 30, 1997 statements to ordinary, good faith, year end
                  audit adjustments;

                           (ii fairly present the financial condition of the
                  Company and its Subsidiaries as of the date thereof and
                  results of operations for the period covered thereby; and



                                      -24-
<PAGE>

                           (iii show all material indebtedness and other
                  liabilities, direct or contingent, of the Company and its
                  consolidated Subsidiaries as of the date thereof, including
                  liabilities for taxes, material commitments and Contingent
                  Obligations.

                  (b Since December 31, 1996, there has been no Material Adverse
Effect.

        V.12 Environmental Matters. The Company conducts in the ordinary course
of business a review of the effect of existing Environmental Laws and existing
Environmental Claims on its business, operations and properties, and as a result
thereof the Company has reasonably concluded that, except as specifically
disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

        V.13 Regulated Entities. None of the Company, any Person controlling the
Company, or any Subsidiary, is an "Investment Company" within the meaning of the
Investment Company Act of 1940. The Company is not subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.

        V.14 No Burdensome Restrictions. Neither the Company nor any Subsidiary
is a party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect.

        V.15 Copyrights, Patents, Trademarks and Licenses, etc. The Company or
its Subsidiaries own or are licensed or otherwise have the right to use all of
the patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without conflict with the rights
of any other Person. To the best knowledge of the Company, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Company or any
Subsidiary infringes upon any rights held by any other Person. Except as
specifically disclosed in Schedule 5.15, no claim or litigation regarding any of
the foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Company, proposed, which, in either case,
could reasonably be expected to have a Material Adverse Effect.

        V.16 Subsidiaries. As of the Closing Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.16 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 5.16.

        V.17 Insurance. Except as specifically disclosed in Schedule 5.17, the
properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Company or such Subsidiary operates.

        V.18 Full Disclosure. None of the representations or warranties made by
the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Company to the Banks prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.



                                      -25-
<PAGE>

        V.19 Bank Holding Company Act. The Company and its Subsidiaries are in
compliance with the Bank Holding Company Act of 1956, as amended, except to the
extent that noncompliance could not reasonably be expected to have a Material
Adverse Effect.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

        So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

        VI.1 Financial Statements. The Company shall deliver to the Agent, in
form and detail satisfactory to the Agent and the Majority Banks, with
sufficient copies for each Bank (which copies the Agent shall promptly deliver
to the Banks):

                (a) as soon as available and in any event within 60 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Company, consolidated balance sheets of the Company and its Subsidiaries as of
the end of such fiscal quarter and consolidated statements of earnings and cash
flow of the Company and its Subsidiaries for such fiscal quarter and for the
period commencing at the end of the previous fiscal year and ending with the end
of such fiscal quarter, certified by the chief financial officer of the Company;

                (b) as soon as available and in any event within 120 days after
the end of each fiscal year of the Company, a copy of the annual audit report
for such fiscal year for the Company and its Subsidiaries, including therein
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such fiscal year and consolidated statements of earnings and cash flow of the
Company and its Subsidiaries for such fiscal year, in each case certified
(without any Impermissible Qualification) in a manner acceptable to the Agent
and the Majority Banks by Deloitte & Touche or other independent public
accountants acceptable to the Agent and the Majority Banks, together with a
certificate from such accountants to the effect that, in making the examination
necessary for the signing of such annual report by such accountants, they have
not become aware of any Default or Event of Default that has occurred and is
continuing, or, if they have become aware of such Default or Event of Default,
describing such Default or Event of Default; and

                (c) at any time when the Company is not Well-Capitalized,
simultaneously with delivery to the applicable regulatory authority, and in any
event within 60 days after the end of each fiscal quarter, call reports for each
Bank Subsidiary required to deliver a call report, as at the end of such fiscal
quarter, each certified by the respective cashier or other authorized officer of
such Bank Subsidiary and reports filed on Form FRY9-C and Form FRY9-LP by the
Company; and

                (d) promptly, copies of all financial statements and reports
that the Company sends to its shareholders, and copies of all financial
statements and regular, periodical or special reports (including Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to, or file with, the SEC;
and

                (e) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary as the
Agent, at the request of any Bank, may from time to time request.

        VI.2 Certificates; Other Information. The Company shall furnish to the
Agent, with sufficient copies for each Bank (which copies the Agent shall
promptly deliver to the Banks):

                (a) as soon as available and in any event within 60 days after
the end of each fiscal quarter, (i) at any time when the Company is not
Well-Capitalized, a Compliance Certificate, or (ii) at any time when the Company
is Well-Capitalized, a Quarterly Certificate, in each case executed by the chief
financial officer of the Company; and



                                      -26-
<PAGE>

                (b) as soon as possible and in any event within three days after
(i) the occurrence of each Default or (ii) the Company ceases to be
Well-Capitalized, a statement of the chief financial officer of the Company,
setting forth details of such event and the action which the Company has taken
and proposes to take with respect thereto;

        VI.3 Notices. The Company shall promptly notify the Agent and each Bank:

                (a) of the occurrence of any Default or Event of Default, and
of the occurrence or existence of any event or circumstance that foreseeably
will become a Default or Event of Default;

                (b) of any matter that has resulted or may result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of the Company or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the Company
or any Subsidiary and any Governmental Authority; or (iii) the commencement of,
or any material development in, any litigation or proceeding affecting the
Company or any Subsidiary, including pursuant to any applicable Environmental
Laws;

                (c) of the occurrence of any of the following events affecting
the Company or any ERISA Affiliate (but in no event more than 10 days after the
Company is aware of the occurrence of such event), and deliver to the Agent and
each Bank a copy of any notice with respect to such event that is filed with a
Governmental Authority and any notice delivered by a Governmental Authority to
the Company or any ERISA Affiliate with respect to such event:

                           (i) an ERISA Event;

                           (ii) a material increase in the Unfunded Pension
                  Liability of any Pension Plan;

                           (iii) the adoption of, or the commencement of
                  contributions to, any Plan subject to Section 412 of the Code
                  by the Company or any ERISA Affiliate; or

                           (iv) the adoption of any amendment to a Plan subject
                  to Section 412 of the Code, if such amendment results in a
                  material increase in contributions or Unfunded Pension
                  Liability.

                  (d) of any material change in accounting policies or financial
reporting practices by the Company that would effect the consolidated financial
statements of the Company.

                Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under subsection 6.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Loan Document that have been (or
foreseeably will be) breached or violated.

         VI.4 Preservation of Corporate Existence, Etc. The Company shall, and
shall cause each Subsidiary to:

                  (a) preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its state or
jurisdiction of incorporation;

                  (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business;

                  (c) use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and



                                      -27-
<PAGE>

                (d) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect;

except to the extent the failure to do so could not be reasonably expected to
have a Material Adverse Effect.

        VI.5 Maintenance of Property. The Company shall maintain, and shall
cause each Subsidiary to maintain, and preserve all its property which is used
or useful in its business in good working order and condition, ordinary wear and
tear excepted and except to the extent the failure to do so could not be
reasonably expected to have a Material Adverse Effect.

        VI.6 Insurance. The Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.

        VI.7 Payment of Obligations. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary;

                  (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property; and

                  (c) all indebtedness, as and when due and payable, but subject
to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness; except to the extent the failure to do so could
not be reasonably expected to have a Material Adverse Effect.

        VI.8 Compliance with Laws. The Company shall comply, and shall cause
each Subsidiary to comply, in all material respects with all Requirements of Law
of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist and except
to the extent the failure to do so could not be reasonably expected to have a
Material Adverse Effect.

        VI.9 Compliance with ERISA. The Company shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

        VI.10 Inspection of Property and Books and Records. The Company shall
maintain and shall cause each Subsidiary to maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall, subject to applicable laws, permit, and shall cause each
Subsidiary to permit, representatives and independent contractors of the Agent
or any Bank to visit and inspect any of their respective properties, to examine
their respective corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective directors, officers, and independent
public accountants, all at the expense of the Company and at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided, however, when an Event
of Default exists the Agent or any Bank may do any of the foregoing at the
expense of the Company at any time during normal business hours and without
advance notice.



                                      -28-
<PAGE>

        VI.11 Environmental Laws. The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws, except to the extent the failure to do
so could not be reasonably expected to have a Material Adverse Effect.

        VI.12 Use of Proceeds. The Company shall use the proceeds of the Loans
for working capital and other general corporate purposes not in contravention of
any Requirement of Law or this Agreement.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

        So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

        VII.1 Limitation on Liens. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, make, create, incur, assume
or suffer to exist any Lien upon or with respect to any part of its property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

                  (a) Liens created or assumed in the ordinary course of the
banking or financial services business of any Subsidiary or of the Company;

                  (b) Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 6.7, provided that no
notice of lien has been filed or recorded under the Code;

                  (c) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto;

                  (d) Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation;

                  (e) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and all such
liens in the aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $5,000,000;

                  (f) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the businesses of the Company and its Subsidiaries;
and

                  (g) Liens arising solely by virtue of any statutory or common
law provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the FRB, and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institutions; and

                  (h) Additional Liens securing Indebtedness aggregating not in
excess of $2,000,000.



                                      -29-
<PAGE>

        VII.2 Business Activities. The Company will not, and will not permit any
of its Subsidiaries to, engage in any business activities other than activities
permitted for bank holding companies or national banking associations under
applicable law.

        VII.3 Disposition of Assets. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, sell, assign, lease,
convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any material portions of its assets, except to the extent such
actions could not reasonably be expected to have a Material Adverse Effect.

         VII.4 Financial Condition. At any time when the Company is not
Well-Capitalized, the Company will not permit:

                  (a) Its ratio of (i) consolidated Tier One Capital plus
consolidated Tier Two Capital to (ii) Risk-Weighted Assets to be less than 9.0%.

                  (b) Its ratio of consolidated Tier One Capital to
Risk-Weighted Assets to be less than 5.0%.

                  (c) Its consolidated net worth to be less than $225,000,000
plus the sum of (i) 50% of consolidated net income from December 31, 1996 to the
date of any calculation hereunder (without giving effect to any loss in any
fiscal quarter) and (ii) the net proceeds of any equity issuance by the Company
(or any Subsidiary) after the date hereof.

                  (d) Its consolidated Non-Performing Ratio to be greater than
3.0%.

                  (e) Its Double Leverage Ratio to be greater than 1.15 to 1.

                  (f) Its Leverage Ratio to be less than 6.0%.

        VII.5 Transactions with Affiliates. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company, except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or such
Subsidiary.

        VII.6 Use of Proceeds. The Company shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Company or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, (iv) to purchase any stock unless approved by the board of
directors of the company being acquired, or (v) to acquire any security in any
transaction that is subject to Section 13 or 14 of the Exchange Act.

        VII.7 ERISA. The Company shall not, and shall not suffer or permit any
of its ERISA Affiliates to: (a) engage in a prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably expected to result in liability of the Company in
an aggregate amount in excess of $5,000,000; or (b) engage in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

        VII.8 Change in Business. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any line of business material to the Company
and its Subsidiaries taken as a whole, substantially different from those lines
of business carried on by the Company and its Subsidiaries on the date hereof.

        VII.9 Accounting Changes. The Company shall not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP, or change the fiscal year of
the Company or of any Subsidiary.



                                      -30-
<PAGE>

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

        VIII.1 Event of Default. Any of the following shall constitute an "Event
of Default":

                  (a) Non-Payment. The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan, or (ii) within
two days after the same becomes due, any interest, fee or any other amount
payable hereunder or under any other Loan Document; or

                  (b) Representation or Warranty. Any representation or warranty
by the Company or any Subsidiary made or deemed made herein, in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, any Subsidiary, or any Responsible Officer,
furnished at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

                  (c) Specific Defaults. The Company fails to perform or observe
any term, covenant or agreement contained in any of Section 6.3; or

                  (d) Other Defaults. The Company fails to perform or observe
any other term or covenant contained in this Agreement or any other Loan
Document, and such default shall continue unremedied for a period of 30 days (or
in the case of failure to perform or observe any term, convenant or agreement
contained in Section 6.1 or 6.2, 5 days) after the date upon which written
notice thereof is given to the Company by the Agent or any Bank; or

                  (e) Cross-Default. The Company or any Subsidiary (i) fails to
make any payment in respect of any Indebtedness or Contingent Obligation having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $5,000,000 when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) and such
failure continues after the applicable grace or notice period, if any, specified
in the relevant document on the date of such failure; or (ii) fails to perform
or observe any other condition or covenant, or any other event shall occur or
condition exist, under any agreement or instrument relating to any such
Indebtedness or Contingent Obligation, and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure if the effect of such failure, event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to
be declared to be due and payable prior to its stated maturity, or such
Contingent Obligation to become payable or cash collateral in respect thereof to
be demanded; or

                  (f) Insolvency; Voluntary Proceedings. The Company or any
Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any, whether at stated maturity or otherwise; (ii)
voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing, except any of the
foregoing, as to a Subsidiary or Subsidiaries, shall not constitute an Event of
Default if it would not be reasonably expected to have a Material Adverse
Effect; or

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Subsidiary, or any
writ, judgment, warrant of attachment, execution or similar




                                      -31-
<PAGE>

process, is issued or levied against a substantial part of the Company's or any
Subsidiary's properties, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (ii) the Company or any Subsidiary admits the
material allegations of a petition against it in any Insolvency Proceeding, or
an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any Subsidiary acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business, except any of the
foregoing, as to a Subsidiary or Subsidiaries, shall not constitute an Event of
Default if it would not be reasonably expected to have a Material Adverse
Effect; or

                (h) ERISA. (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$5,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all
Pension Plans at any time exceeds $5,000,000; or (iii) the Company or any ERISA
Affiliate shall fail to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $5,000,000; or

                (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Company or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $5,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 10 days after
the entry thereof; or

                (j) Non-Monetary Judgments. Any non-monetary judgment, order or
decree is entered against the Company or any Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be any
period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                (k) Change of Control. There occurs any Change of Control; or

                (l) Loss of Licenses. Any Governmental Authority revokes or
fails to renew any material license, permit or franchise of the Company or any
Subsidiary, or the Company or any Subsidiary for any reason loses any material
license, permit or franchise, or the Company or any Subsidiary suffers the
imposition of any restraining order, escrow, suspension or impound of funds in
connection with any proceeding (judicial or administrative) with respect to any
material license, permit or franchise, except any of the foregoing, as to a
Subsidiary or Subsidiaries, shall not constitute an Event of Default if it would
not reasonably be expected to have a Material Adverse Effect.

         VIII.2 Remedies. If any Event of Default occurs, the Agent shall, at
the request of, or may, with the consent of, the Majority Banks,

                (a) declare the commitment of each Bank to make Loans to be
terminated, whereupon such commitments shall be terminated;

                (b) declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived by the Company; and

                (c) exercise on behalf of itself and the Banks all rights and
remedies available to it and the Banks under the Loan Documents or applicable
law;



                                      -32-
<PAGE>

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 8.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans shall automatically terminate and the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Agent or any
Bank.

        VIII.3 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE IX

                                    THE AGENT

        IX.1 Appointment and Authorization. Each Bank hereby irrevocably
(subject to Section 9.9) appoints, designates and authorizes the Agent to take
such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.

        IX.2 Delegation of Duties. The Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

        IX.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Bank to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Company or any of the Company's
Subsidiaries or Affiliates.



                                      -33-
<PAGE>


        IX.4 Reliance by Agent. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Company), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Banks as it deems appropriate
and, if it so requests, it shall first be indemnified to its satisfaction by the
Banks against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Majority Banks and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

                (b) For purposes of determining compliance with the conditions
specified in Section 4.1, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Bank for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Bank.

        IX.5 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Banks, unless the Agent shall have
received written notice from a Bank or the Company referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default". The Agent will notify the Banks of its receipt of any such
notice. The Agent shall take such action with respect to such Default or Event
of Default as may be requested by the Majority Banks in accordance with Article
VIII; provided, however, that unless and until the Agent has received any such
request, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.

        IX.6 Credit Decision. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Bank. Each Bank represents to the
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, and all applicable bank regulatory laws relating
to the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Company hereunder. Each Bank also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly herein required to be furnished to the
Banks by the Agent, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related Persons.

        IX.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities; provided, however, that no Bank shall be liable
for the payment to the Agent-Related Persons of any portion of such Indemnified
Liabilities resulting solely from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Bank shall reimburse the
Agent upon demand for its



                                      -34-
<PAGE>

ratable share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the Agent
is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

        IX.8 Agent in Individual Capacity. BofA and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Agent hereunder and
without notice to or consent of the Banks. The Banks acknowledge that, pursuant
to such activities, BofA or its Affiliates may receive information regarding the
Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such Subsidiary) and
acknowledge that the Agent shall be under no obligation to provide such
information to them. With respect to its Loans, BofA shall have the same rights
and powers under this Agreement as any other Bank and may exercise the same as
though it were not the Agent, and the terms "Bank" and "Banks" include BofA in
its individual capacity.

        IX.9 Successor Agent. The Agent may resign as Agent upon 30 days' notice
to the Banks. If the Agent resigns under this Agreement, the Majority Banks
shall appoint from among the Banks a successor agent for the Banks. If no
successor agent is appointed prior to the effective date of the resignation of
the Agent, the Agent may appoint, after consulting with the Banks and the
Company, a successor agent from among the Banks. Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Agent and the term "Agent"
shall mean such successor agent and the retiring Agent's appointment, powers and
duties as Agent shall be terminated. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Article IX and Sections 10.4 and 10.5
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is 30 days following a retiring Agent's
notice of resignation, the retiring Agent's resignation shall nevertheless
thereupon become effective and the Banks shall perform all of the duties of the
Agent hereunder until such time, if any, as the Majority Banks appoint a
successor agent as provided for above.

        IX.10 Withholding Tax. (a) If any Bank is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Bank claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Bank agrees with and in favor of the Agent, to deliver to
the Agent:

                         (i) if such Bank claims an exemption from, or a
        reduction of, withholding tax under a United States tax treaty, properly
        completed IRS Forms 1001 and W-8 before the payment of any interest in
        the first calendar year and before the payment of any interest in each
        third succeeding calendar year during which interest may be paid under
        this Agreement;

                         (ii) if such Bank claims that interest paid under this
        Agreement is exempt from United States withholding tax because it is
        effectively connected with a United States trade or business of such
        Bank, two properly completed and executed copies of IRS Form 4224 before
        the payment of any interest is due in the first taxable year of such
        Bank and in each succeeding taxable year of such Bank during which
        interest may be paid under this Agreement, and IRS Form W-9; and

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

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



                                      -35-
<PAGE>

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

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

                (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Bank
an amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other documentation required by subsection (a)
of this Section are not delivered to the Agent, then the Agent may withhold from
any interest payment to such Bank not providing such forms or other
documentation an amount equivalent to the applicable withholding tax.

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

                                    ARTICLE X

                                  MISCELLANEOUS

        X.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Banks (or by the Agent at the written
request of the Majority Banks) and the Company and acknowledged by the Agent,
and then any such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such waiver, amendment, or consent shall, unless in writing and signed by all
the Banks and the Company and acknowledged by the Agent, do any of the
following:

                (a) increase or extend the Commitment of any Bank (or reinstate
any Commitment terminated pursuant to Section 8.2);

                (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document;

                (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or (subject to clause (ii) below) any fees or other amounts
payable hereunder or under any other Loan Document;

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



                                      -36-
<PAGE>

                (e) amend this Section, or Section 2.14, or any provision herein
providing for consent or other action by all Banks;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Majority Banks or all the
Banks, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document, and (ii) the Fee Letters may be amended,
or rights or privileges thereunder waived, in a writing executed by the parties
thereto.

        X.2 Notices. (a) All notices, requests and other communications shall be
in writing (including, unless the context expressly otherwise provides, by
facsimile transmission, provided that any matter transmitted by the Company by
facsimile (i) shall be immediately confirmed by a telephone call to the
recipient at the number specified on Schedule 10.2, and (ii) shall be followed
promptly by delivery of a hard copy original thereof) and mailed, faxed or
delivered, to the address or facsimile number specified for notices on Schedule
10.2; or, as directed to the Company or the Agent, to such other address as
shall be designated by such party in a written notice to the other parties, and
as directed to any other party, at such other address as shall be designated by
such party in a written notice to the Company and the Agent.

                (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Article II or IX shall not be effective until actually
received by the Agent.

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

        X.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay
in exercising, on the part of the Agent or any Bank, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

        X.4  Costs and Expenses.  The Company shall:

                (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse BofA (including in its capacity as Agent) within
five Business Days after demand (subject to subsection 4.1(e)) for all costs and
expenses incurred by BofA (including in its capacity as Agent) in connection
with the development, preparation, delivery, administration and execution of,
and any amendment, supplement, waiver or modification to (in each case, whether
or not consummated), this Agreement, any Loan Document and any other documents
prepared in connection herewith or therewith, and the consummation of the
transactions contemplated hereby and thereby, including reasonable Attorney
Costs incurred by BofA (including in its capacity as Agent) with respect
thereto; and

                (b) pay or reimburse the Agent and each Bank within five
Business Days after demand (subject to subsection 4.1(e)) for all costs and
expenses (including reasonable Attorney Costs) incurred by them in




                                      -37-
<PAGE>

connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including
in connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding).

        X.5 Indemnity. Whether or not the transactions contemplated hereby are
consummated, the Company shall indemnify and hold the Agent-Related Persons, and
each Bank and each of its respective officers, directors, employees, counsel,
agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans and the termination,
resignation or replacement of the Agent or replacement of any Bank) be imposed
on, incurred by or asserted against any such Person in any way relating to or
arising out of this Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any action taken or omitted
by any such Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of this
Agreement or the Loans or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Company shall have no obligation
hereunder (i) to any Indemnified Person with respect to Indemnified Liabilities
resulting from the gross negligence or willful misconduct of such Indemnified
Person or (ii) to any Bank in respect of a dispute with another Bank (other than
the Agent). The agreements in this Section shall survive payment of all other
Obligations. The indemnity set forth in this Section 10.5 shall supersede the
indemnity set forth in the commitment letter dated August 18, 1997.

        X.6 Payments Set Aside. To the extent that the Company makes a payment
to the Agent or the Banks, or the Agent or the Banks exercise their right of
set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any Insolvency Proceeding or otherwise, then (a)
to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Bank severally agrees to pay to the Agent upon demand its pro rata share of
any amount so recovered from or repaid by the Agent.

        X.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Bank.

        X.8 Assignments, Participations, etc. (a) Any Bank may, with the written
consent of the Company at all times other than during the existence of an Event
of Default and the Agent, which consents shall not be unreasonably withheld, at
any time assign and delegate to one or more Eligible Assignees (provided that no
written consent of the Company or the Agent shall be required in connection with
any assignment and delegation by a Bank to an Eligible Assignee that is an
Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of
the Loans, the Commitments and the other rights and obligations of such Bank
hereunder, in a minimum amount of $5,000,000; provided, however, that the
Company and the Agent may continue to deal solely and directly with such Bank in
connection with the interest so assigned to an Assignee until (i) written notice
of such assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the Company
and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee
shall have delivered to the Company and the Agent an Assignment and Acceptance
in the form of Exhibit E ("Assignment and Acceptance") together with any Note or
Notes subject to such assignment and (iii) the assignor Bank or Assignee has
paid to the Agent a processing fee in the amount of $2,500.



                                      -38-
<PAGE>

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

                (c) Within five Business Days after its receipt of notice by the
Agent that it has received an executed Assignment and Acceptance and payment of
the processing fee, (and provided that it consents to such assignment in
accordance with subsection 10.8(a)), the Company shall execute and deliver to
the Agent, new Notes evidencing such Assignee's assigned Loans and Commitment
and, if the assignor Bank has retained a portion of its Loans and its
Commitment, replacement Notes in the principal amount of the Loans retained by
the assignor Bank (such Notes to be in exchange for, but not in payment of, the
Notes held by such Bank). Immediately upon each Assignee's making its processing
fee payment under the Assignment and Acceptance, this Agreement shall be deemed
to be amended to the extent, but only to the extent, necessary to reflect the
addition of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Bank pro tanto.

                (d) Any Bank may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "Participant")
participating interests in any Loans, the Commitment of that Bank and the other
interests of that Bank (the "originating Bank") hereunder and under the other
Loan Documents; provided, however, that (i) the originating Bank's obligations
under this Agreement shall remain unchanged, (ii) the originating Bank shall
remain solely responsible for the performance of such obligations, (iii) the
Company and the Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's rights and
obligations under this Agreement and the other Loan Documents, and (iv) no Bank
shall transfer or grant any participating interest under which the Participant
has rights to approve any amendment to, or any consent or waiver with respect
to, this Agreement or any other Loan Document, except to the extent such
amendment, consent or waiver would require unanimous consent of the Banks as
described in the first proviso to Section 10.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 3.1,
3.3 and 10.5 as though it were also a Bank hereunder, and if amounts outstanding
under this Agreement are due and unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Bank under this Agreement.

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

        X.9 Confidentiality. Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Company or any Subsidiary, or
by the Agent on such Company's or Subsidiary's behalf, under this Agreement or
any other Loan Document, and neither it nor any of its Affiliates shall use any
such information other than in connection with or in enforcement of this
Agreement and the other Loan Documents or in connection with other business now
or hereafter existing or contemplated with the Company or any Subsidiary; except
to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Bank, or (ii) was or becomes
available on a non-confidential basis from a source other than the Company,
provided that such source is not bound by a confidentiality agreement with the
Company known to the Bank; provided, however, that any Bank may disclose such
information (A) at the request or pursuant to any




                                      -39-
<PAGE>

requirement of any Governmental Authority to which the Bank is subject or in
connection with an examination of such Bank by any such authority; (B) pursuant
to subpoena or other court process; (C) when required to do so in accordance
with the provisions of any applicable Requirement of Law; (D) to the extent
reasonably required in connection with any litigation or proceeding to which the
Agent, any Bank or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Loan Document; (F) to such Bank's independent auditors and other
professional advisors; (G) to any Participant or Assignee, actual or potential,
provided that such Person agrees in writing to keep such information
confidential to the same extent required of the Banks hereunder; (H) as to any
Bank or its Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the Company or any
Subsidiary is party or is deemed party with such Bank or such Affiliate; and (I)
to its Affiliates.

        X.10 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Company, any such notice being waived by the Company to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Bank to or for the credit or
the account of the Company against any and all Obligations owing to such Bank,
now or hereafter existing, irrespective of whether or not the Agent or such Bank
shall have made demand under this Agreement or any Loan Document and although
such Obligations may be contingent or unmatured. Each Bank agrees promptly to
notify the Company and the Agent after any such set-off and application made by
such Bank; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application.

        X.11 Automatic Debits of Fees. With respect to any fee, or any other
cost or expense (including Attorney Costs) due and payable to the Agent or BofA
under the Loan Documents, the Company hereby irrevocably authorizes BofA to
debit any deposit account of the Company with BofA in an amount such that the
aggregate amount debited from all such deposit accounts does not exceed such fee
or other cost or expense. If there are insufficient funds in such deposit
accounts to cover the amount of the fee or other cost or expense then due, such
debits will be reversed (in whole or in part, in BofA's sole discretion) and
such amount not debited shall be deemed to be unpaid. No such debit under this
Section shall be deemed a set-off.

        X.12 Notification of Addresses, Lending Offices, Etc. Each Bank shall
notify the Agent in writing of any changes in the address to which notices to
the Bank should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.

        X.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

        X.14 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

        X.15 No Third Parties Benefited. This Agreement is made and entered into
for the sole protection and legal benefit of the Company, the Banks, the Agent
and the Agent-Related Persons, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Agreement
or any of the other Loan Documents.

        X.16 Governing Law and Jurisdiction. (a) THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS;
PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.



                                      -40-
<PAGE>

                (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENT AND
THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE
COMPANY, THE AGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
ILLINOIS LAW.

        X.17 Waiver of Jury Trial. THE COMPANY, THE BANKS AND THE AGENT EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE
BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

        X.18 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Banks and the Agent, and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.







                                      -41-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                           BREMER FINANCIAL CORPORATION


                           By:  /s/ Robert B. Buck
                               ----------------------------------------------

                           Title:  Chief Financial Officer

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

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






                                      -42-
<PAGE>


                           BANK OF AMERICA NATIONAL TRUST
                           AND SAVINGS ASSOCIATION,
                           as Agent

                           By:   /s/ Emilia M. Barton
                               ---------------------------------------------

                           Title:   Vice President

                           BANK OF AMERICA NATIONAL TRUST
                           AND SAVINGS ASSOCIATION, as a Bank


                           By:    /s/  Jennings F. Werner
                               --------------------------------------------

                           Title: Managing Director






                                      -43-
<PAGE>


                           MELLON BANK, N.A.,
                           as a Bank

                           By: /s/ Geoffrey L. Callahan

                           Title: Senior Vice President






                                      -44-
<PAGE>






                           U.S. BANK NATIONAL ASSOCIATION,
                           as a Bank

                           By:   /s/ Mark A. Bagley
                               ---------------------------------

                           Title: Vice President




                                      -45-


<PAGE>


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 19, 1998
(this "Amendment"), amends the Credit Agreement, dated as of October 21, 1997
(the "Credit Agreement"), among Bremer Financial Corporation, a Minnesota
corporation (the "Company"), the various financial institutions parties thereto
(collectively, the "Banks") and Bank of America National Trust and Savings
Association, as agent (the "Agent") for the Banks. Terms defined in the Credit
Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.

         WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the Company
from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

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

         SECTION 1 AMENDMENT. Effective as of June 19, 1998, Schedule 2.1 to the
Credit Agreement shall be amended to state in its entirety as set forth in
Schedule 2.1 hereto.

         SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become effective
when each of the conditions precedent set forth in this Section 2 shall have
been satisfied, and notice thereof shall have been given by the Agent to the
Company and the Banks.

         SECTION 2.1 Receipt of Documents. The Agent shall have received all of
the following documents duly executed, dated the date hereof or such other date
as shall be acceptable to the Agent, and in form and substance satisfactory to
the Agent:

                  (a) Amendment. This Amendment, duly executed by the Company,
         the Agent and the Banks.

                  (b) Replacement Notes. Replacement notes (the "Replacement
         Notes") of the Company payable to the Banks in the amounts of their
         revised Commitments.

                  (c) Secretary's Certificate. A certificate of the secretary or
         an assistant secretary of the Company, as to (i) resolutions of the
         Board of Directors of the Company then in full force and effect


<PAGE>


         authorizing the execution, delivery and performance of this Amendment
         and each other document described herein, and (ii) the incumbency and
         signatures of those officers of the Company authorized to act with
         respect to this Amendment and each other document described herein.

                  (d) Opinion of Counsel. An opinion, addressed to the Agent and
         the Banks, from Winthrop & Weinstine, counsel to the Company.


         SECTION 2.2 Compliance with Warranties, No Default, etc. Both before
and after giving effect to the effectiveness of this Amendment, the following
statements by the Company shall be true and correct (and the Company, by its
execution of this Amendment, hereby represents and warrants to the Agent and
each Bank that such statements are true and correct as at such times):

                  (a) the representations and warranties set forth in Article V
         of the Credit Agreement shall be true and correct with the same effect
         as if then made (unless stated to relate solely to an earlier date, in
         which case such representations and warranties shall be true and
         correct as of such earlier date); and

                  (b) no Default or Event of Default shall have then occurred.

         SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the Banks and the
Agent to enter into this Amendment, the Company represents and warrants the
Agent and each Bank as follows:

         SECTION 3.1 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Company of this Amendment and the Replacement
Notes are within the Company's corporate powers, have been duly authorized by
all necessary corporate action, and do not

                  (a) contravene the Company's Organization Documents;

                  (b) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Company; or

                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Company's properties.

         SECTION 3.2 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due


                                       2
<PAGE>


execution, delivery or performance by the Company of this Amendment or the
Replacement Notes.

         SECTION 3.3 Validity, etc. This Amendment and the Replacement Notes
constitute the legal, valid and binding obligation of the Company enforceable in
accordance with their respective terms.

         SECTION 4  MISCELLANEOUS.

         SECTION 4.1 Continuing Effectiveness, etc. This Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, shall remain in full force and effect and is hereby ratified,
approved and confirmed in each and every respect. After the effectiveness of
this Amendment in accordance with its terms, all references to the Credit
Agreement in the Loan Documents or in any other document, instrument, agreement
or writing shall be deemed to refer to the Credit Agreement as amended hereby.

         SECTION 4.2 Payment of Costs and Expenses. The Company agrees to pay on
demand all expenses of the Agent (including the fees and out-of-pocket expenses
of counsel to the Agent who may be employees of the Agent) in connection with
the negotiation, preparation, execution and delivery of this Amendment.

         SECTION 4.3 Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 4.4 Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.

         SECTION 4.5 Execution in Counterparts. This Amendment may be executed
by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
agreement.

         SECTION 4.6 Governing Law. THIS AMENDMENT AND THE REPLACEMENT NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
ILLINOIS.


                                       3
<PAGE>



         SECTION 4.7 Successors and Assigns. This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


                                       4
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                               BREMER FINANCIAL CORPORATION


                               By  /s/ Robert B. Buck
                                   Title: Chief Financial Officer


                               BANK OF AMERICA NATIONAL TRUST
                                ASSOCIATION, as Agent

                               By_____________________________
                                   Title:________________________


                               BANK OF AMERICA NATIONAL TRUST
                                AND SAVINGS ASSOCIATION


                               By ____________________________
                                   Title:_______________________


                               MELLON BANK, N.A.


                               By_____________________________
                                   Title:________________________


                               U.S. BANK NATIONAL ASSOCIATION


                               By_____________________________
                                   Title:________________________


                                       5
<PAGE>



                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 20, 1998
(this "Amendment"), amends the Credit Agreement, dated as of October 21, 1997
(as heretofore amended, the "Credit Agreement"), among Bremer Financial
Corporation, a Minnesota corporation (the "Company"), the various financial
institutions parties thereto (collectively, the "Banks") and Bank of America
National Trust and Savings Association, as agent (the "Agent") for the Banks.
Terms defined in the Credit Agreement are, unless otherwise defined herein or
the context otherwise requires, used herein as defined therein.

         WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the Company
from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement to
extend the term thereof;

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

         SECTION 1 AMENDMENT. Effective as of October 20, 1998, the definition
of "Termination Date" in Section 1.1 of the Credit Agreement is hereby amended
by the deletion of the date "October 20, 1998" and the substitution therefor of
the date "October 19, 1999".

         SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become effective
when each of the conditions precedent set forth in this Section 2 shall have
been satisfied, and notice thereof shall have been given by the Agent to the
Company and the Banks.

         SECTION 2.1 Receipt of Documents. The Agent shall have received all of
the following documents duly executed, dated the date hereof or such other date
as shall be acceptable to the Agent, and in form and substance satisfactory to
the Agent:

                  (a) Amendment. This Amendment, duly executed by the Company,
         the Agent and the Banks.

                  (b) Secretary's Certificate. A certificate of the secretary or
         an assistant secretary of the Company, as to (i) resolutions of the
         Board of Directors of the Company then in full force and effect
         authorizing the execution, delivery and performance of this Amendment,
         and (ii) the incumbency and



<PAGE>

signatures of those officers of the Company authorized to act with respect to
this Amendment.

         SECTION 2.2 Compliance with Warranties, No Default, etc. Both before
and after giving effect to the effectiveness of this Amendment, the following
statements by the Company shall be true and correct (and the Company, by its
execution of this Amendment, hereby represents and warrants to the Agent and
each Bank that such statements are true and correct as at such times):

                  (a) the representations and warranties set forth in Article V
         of the Credit Agreement shall be true and correct with the same effect
         as if then made (unless stated to relate solely to an earlier date, in
         which case such representations and warranties shall be true and
         correct as of such earlier date); and

                  (b) no Default or Event of Default shall have then occurred.

         SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the Banks and the
Agent to enter into this Amendment, the Company represents and warrants the
Agent and each Bank as follows:

         SECTION 3.1 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Company of this Amendment are within the
Company's corporate powers, have been duly authorized by all necessary corporate
action, and do not

                  (a) contravene the Company's Organization Documents;

                  (b) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Company; or

                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Company's properties.

         SECTION 3.2 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Company of this Amendment.

         SECTION 3.3 Validity, etc. This Amendment constitutes the legal, valid
and binding obligation of the Company enforceable in accordance with its terms.


<PAGE>



         SECTION 4  MISCELLANEOUS.

         SECTION 4.1 Continuing Effectiveness, etc. This Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, shall remain in full force and effect and is hereby ratified,
approved and confirmed in each and every respect. After the effectiveness of
this Amendment in accordance with its terms, all references to the Credit
Agreement in the Loan Documents or in any other document, instrument, agreement
or writing shall be deemed to refer to the Credit Agreement as amended hereby.

         SECTION 4.2 Payment of Costs and Expenses. The Company agrees to pay on
demand all expenses of the Agent (including the fees and out-of-pocket expenses
of counsel to the Agent who may be employees of the Agent) in connection with
the negotiation, preparation, execution and delivery of this Amendment.

         SECTION 4.3 Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 4.4 Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.

         SECTION 4.5 Execution in Counterparts. This Amendment may be executed
by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
agreement.

         SECTION 4.6 Governing Law. THIS AMENDMENT AND THE REPLACEMENT NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
ILLINOIS.

         SECTION 4.7 Successors and Assigns. This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                   BREMER FINANCIAL CORPORATION


                                   By  /s/ Robert B. Buck
                                       Title: Chief Financial Officer


                                   BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION,
                                    as Agent

                                   By______________________________
                                       Title:________________________


                                   BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION


                                   By______________________________
                                       Title:________________________


                                   MELLON BANK, N.A.


                                   By______________________________
                                       Title:________________________


                                   U.S. BANK NATIONAL ASSOCIATION


                                   By______________________________
                                       Title:________________________



<PAGE>





                       THIRD AMENDMENT TO CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of January 15, 1999
(this "Amendment"), amends the Credit Agreement, dated as of October 21, 1997
(as heretofore amended, the "Credit Agreement"), among Bremer Financial
Corporation, a Minnesota corporation ("the "Company"), the various financial
institutions parties thereto (collectively, the "Banks") and Bank of America
National Trust and Savings Association, as agent (the "Agent") for the Banks.
Terms defined in the Credit Agreement are, unless otherwise defined herein or
the context otherwise requires, used herein as defined therein.

         WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the Company
from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

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

         SECTION 1 AMENDMENTS. Effective as of January 15, 1999, the Credit
Agreement shall be amended in accordance with Sections 1.1 through 1.10 below.

         SECTION 1.1 Applicable Margin. Section 1.1 of the Credit Agreement is
hereby amended by restating the definition of Applicable Margin to read in its
entirety as follows:

                  "'Applicable Margin' means

                           (i)  with respect to Base Rate Loans, 0%; and

                           (ii)  with respect to Offshore Rate Loans,

                                    (A) at any time that the Company is
                           Well-Capitalized, determined by reference to the
                           following schedule:


<PAGE>





<TABLE>
<CAPTION>
                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                                      Margin
                                 -----------------                                      ------

                           <S>                           <C>                      <C>
                           Less than 66 2/3%          0.375%

                           Greater than or equal to 66 2/3%                         0.50%; and

                                    (B) at any time that the Company is not
                           Well-Capitalized, determined by reference to the
                           following schedule:

                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                                      Margin
                                 -----------------                                      ------

                           Less than 25%                                        0.50%

                           Greater than or equal to
                           25% but less than 50%                                    0.75%

                           Greater than or equal to
                           50% but less than 75%                                    1.00%

                           Greater than or equal to 75%                                 1.25%."
</TABLE>

         SECTION 1.2 Consolidated Net Worth--Definition. Section 1.1 of the
Credit Agreement is hereby amended by adding the following definition in
appropriate alphabetical order:

                  "'Consolidated Net Worth' means at any date all amounts which
                  would be included under shareholder's equity, including
                  Redeemable Class A Common Stock, on a balance sheet of the
                  Company and its consolidated subsidiaries on such date,
                  determined on a consolidated basis in accordance with GAAP;
                  provided, however, that any trust preferred securities
                  reflected on the Company's consolidated balance sheet shall be
                  included in Consolidated Net Worth to the extent, but only to
                  the extent, that the amount thereof (i) constitutes Tier 1
                  Capital and (ii) does not represent more than 25% of the total
                  amount of Tier 1 Capital of the Company."

         SECTION 1.3 Consolidated Net Worth. The definition of "Double Leverage
Ratio" in Section 1.1 of the Credit Agreement is hereby amended by the deletion
of the phrase "consolidated net worth" and the substitution therefor of the
phrase "Consolidated Net Worth."


<PAGE>





         SECTION 1.4 Prepayment. Section 2.7 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:

                  "Prepayment. (a) Subject to Section 3.4, the Company may, at
                  any time or from time to time, upon not less than three
                  Business Days' irrevocable notice to the Agent in the case of
                  Offshore Rate Loans or prior to 9:00 a.m. (San Francisco time)
                  on the date of a proposed prepayment in the case of Base Rate
                  Loans, ratably prepay Loans in whole or in part, in minimum
                  amounts of $1,000,000 or any multiple of $500,000 in excess
                  thereof. Such notice of prepayment shall specify the date and
                  amount of such prepayment and the Type(s) of Loans to be
                  prepaid. The Agent will promptly notify each Bank of its
                  receipt of any such notice, and of such Bank's Pro Rata Share
                  of such prepayment. If such notice is given by the Company,
                  the Company shall make such prepayment and the payment amount
                  specified in such notice shall be due and payable on the date
                  specified therein, together with accrued interest to each such
                  date on the amount prepaid and any amounts required pursuant
                  to Section 3.4;

                           (b) Subject to Section 3.4, if at any time the
                  outstanding Obligations exceed the combined Commitments, the
                  Company shall immediately prepay such excess."

         SECTION 1.5 Section 6.2(a). Section 6.2(a) is hereby amended and
restated to read in its entirety as follows:

                  "(a) as soon as available and in any event within 60 days
                  after the end of each fiscal quarter, (i) at any time when the
                  Company is not Well-Capitalized or the combined Commitments
                  are greater than $90,000,000, a Compliance Certificate, or
                  (ii) at any time when the Company is Well-Capitalized and the
                  combined Commitments are less than or equal to $90,000,000, a
                  Quarterly Certificate, in each case executed by the chief
                  financial officer of the Company; and"

         SECTION 1.6 Section 7.4. Section 7.4 is amended and restated in its
entirety to read as follows:


<PAGE>



                  "Financial Condition. At any time when the Company is not
                  Well-Capitalized, or the combined Commitments exceed
                  $90,000,000, the Company will not permit:

                  (a)      Its ratio of (i) consolidated Tier One Capital plus
                           consolidated Tier Two Capital to (ii) Risk-Weighted
                           Assets to be less than 9.0%.

                  (b)      Its ratio of consolidated Tier One Capital to
                           Risk-Weighted Assets to be less than 5.0%.

                  (c)      Its Consolidated Net Worth to be less than
                           $275,000,000 plus the sum of (i) 50% of consolidated
                           net income from September 30, 1998 to the date of any
                           calculation hereunder (without giving effect to any
                           loss in any fiscal quarter) and (ii) the net proceeds
                           of any equity issuance by the Company (or any
                           Subsidiary) after the date hereof.

                  (d)      Its consolidated Non-Performing Ratio to be greater
                           than 3.0%.

                  (e)      Its Double Leverage Ratio to be greater than 1.20 to
                           1.

                  (f)      Its Leverage Ratio to be less than 5.0%."

         SECTION 1.7 Events of Default. Section 8.1(e) to the Credit Agreement
is hereby amended by substituting the sum of $10,000,000 in lieu of the sum of
$5,000,000 found on the sixth line of the section.

         SECTION 1.8 Schedule 2.1. Schedule 2.1 to the Credit Agreement is
hereby amended to state in its entirety as set forth in Schedule 2.1 hereto.

         SECTION 1.9 Exhibit C. Exhibit C to the Credit Agreement is hereby
amended and restated in its entirety as set forth in Exhibit C hereto.

         SECTION 1.10 Exhibit G. Exhibit G to the Credit Agreement is hereby
amended and restated in its entirety as set forth in Exhibit G hereto.

         SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become effective
when each of the conditions precedent set forth in this Section 2 shall have
been satisfied.

         SECTION 2.1 Receipt of Documents. The Agent shall have received all of
the following documents duly


<PAGE>


executed, dated the date hereof or such other date as shall be acceptable to the
Agent, and in form and substance satisfactory to the Agent:

         Amendment. This Amendment, duly executed by the Company, the Agent and
the Banks.

         Secretary's Certificate. A certificate of the secretary or an assistant
secretary of the Company, as to (i) resolutions of the Board of Directors of the
Company then in full force and effect authorizing the execution, delivery and
performance of this Amendment and the Replacement Notes, and (ii) the incumbency
and signatures of those officers of the Company executing the Amendment and the
Replacement Notes.

         Opinion of Counsel. An opinion of counsel to the Company in form
satisfactory to the Agent.

         Replacement Notes. Replacement notes (the "Replacement Notes") in form
satisfactory to the Agent.

         SECTION 2.2 Compliance with Warranties, No Default, etc. Both before
and after giving effect to the effectiveness of this Amendment, the following
statements by the Company shall be true and correct (and the Company, by its
execution of this Amendment, hereby represents and warrants to the Agent and the
Banks that such statements are true and correct as at such times):

                  (a)      the representations and warranties set forth in
                           Article V of the Credit Agreement shall be true and
                           correct with the same effect as if then made (unless
                           stated to relate solely to an earlier date, in which
                           case such representations and warranties shall be
                           true and correct as of such earlier date); and

                  (b)      no Default or Event of Default shall have then
                           occurred and be continuing.

         SECTION 2.3 Funding and Breakage Fees. The Northern Trust Company (the
"New Bank"), which shall become a "Bank" upon the effectiveness hereof, shall
purchase from the other Banks (the "Other Banks") without representation,
warranty or recourse portions of the outstanding Loans sufficient to cause the
outstanding Loans to be held by the Other Banks in accordance with their
respective Pro Rata Share after giving effect hereto. In addition, if the Other
Banks shall incur a cost related to the funding of Loans for which Interest
Periods are in effect


<PAGE>


on the date hereof, appropriate reimbursement shall be made to such Other Banks
incurring said costs by the Company.

         SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the Agent and the
Banks to enter into this Amendment, the Company represents and warrants to the
Agent and the Banks as follows:

         SECTION 3.1 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Company of this Amendment and the Replacement
Notes are within the powers of the Company, have been duly authorized by all
necessary action, and do not

                  (a)      contravene the Company's Organization Documents;

                  (b)      contravene any contractual restriction, law or
                           governmental regulation or court decree or order
                           binding on or affecting the Company; or

                  (c)      result in, or require the creation or imposition of,
                           any Lien on any of the properties of the Company.

         SECTION 3.2 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Company of this Amendment and the Replacement
Notes.

         SECTION 3.3 Validity, etc. This Amendment and the Replacement Notes
constitute the legal, valid and binding obligations of the Company enforceable
in accordance with its terms.

         SECTION 4  MISCELLANEOUS.

         SECTION 4.1 Continuing Effectiveness, etc. This Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, shall remain in full force and effect and is hereby ratified,
approved and confirmed in each and every respect.

         SECTION 4.2 Payment of Costs and Expenses. The Company agrees to pay on
demand all expenses of the Agent (including the fees and out-of-pocket expenses
of counsel to the Agent who may be employees of the Agent) in connection with
the negotiation, preparation, execution and delivery of this Amendment and the
Replacement Notes.


<PAGE>



         SECTION 4.3 Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 4.4 Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.

         SECTION 4.5 Execution in Counterparts. This Amendment may be executed
by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
agreement.

         SECTION 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

         SECTION 4.7 Successors and Assigns. This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                              BREMER FINANCIAL CORPORATION


                              By   /s/ Robert B. Buck
                                  Title: Chief Financial Officer


                              BANK OF AMERICA NATIONAL TRUST
                               AND SAVINGS ASSOCIATION,as Agent

                              By______________________________
                                  Title:________________________


                              BANK OF AMERICA NATIONAL TRUST
                               AND SAVINGS ASSOCIATION


                              By______________________________
                                  Title:________________________


                              MELLON BANK, N.A.


                              By______________________________
                                  Title:________________________


                              U.S. BANK NATIONAL ASSOCIATION


                              By______________________________
                                  Title:________________________



                              THE NORTHERN TRUST COMPANY


                              By
                                -------------------------------
                                  Title:
                                  ------------------------------



<PAGE>


                      FOURTH AMENDMENT TO CREDIT AGREEMENT

         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 19, 1999
(this "Amendment"), amends the Credit Agreement, dated as of October 21, 1997
(as heretofore amended, the "Credit Agreement"), among Bremer Financial
Corporation, a Minnesota corporation ("the "Company"), the various financial
institutions parties thereto (collectively, the "Banks") and Bank of America,
National Association (formerly known as Bank of America National Trust and
Savings Association), as agent (the "Agent") for the Banks. Terms defined in the
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.

         WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the Company
from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

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

AMENDMENTS. Effective as of October 19, 1999, the Credit Agreement shall be
amended in accordance with Sections 1.1 through 1.7 below.

Applicable Margin. Section 1.1 of the Credit Agreement is hereby amended by
restating the definition of Applicable Margin to read in its entirety as
follows:

                  "'Applicable Margin' means

                  (1)      with respect to Base Rate Loans, 0%; and

                           (ii)  with respect to Offshore Rate Loans,

                                    (1)      at any time that the Company is
                                             Well-Capitalized, determined by
                                             reference to the following
                                             schedule:



<PAGE>




<TABLE>
<CAPTION>
                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                                      Margin
                           ---------------------------                                  ------

                           <S>                                                  <C>
                           Less than 50%                                        0.375%

                           Greater than or equal to 50%                                 0.50%; and

                                    (2) at any time that the Company is not
                           Well-Capitalized, determined by reference to the
                           following schedule:

                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                                      Margin
                           ---------------------------                                  ------

                           Less than 25%                                        0.50%

                           Greater than or equal to
                           25% but less than 50%                                    0.75%

                           Greater than or equal to
                           50% but less than 75%                                    1.00%

                           Greater than or equal to 75%                                 1.25%."
</TABLE>

Termination Date. The definition of "Termination Date" in Section 1.1 of the
Credit Agreement is hereby amended by the deletion of the date "October 19,
1999" and to substitution therefor of the date "October 17, 2000."

Year 2000. Article V of the Credit Agreement is hereby amended by the addition
of the following Section 5.20:

                  "5.20 Year 2000. On the basis of a comprehensive review and
                  assessment of the systems and equipment of the Company and its
                  Subsidiaries and inquiry made of the material suppliers,
                  vendors and customers of the Company and its Subsidiaries, the
                  "Year 2000 problem" (that is, the inability of computers, as
                  well as embedded microchips in non-computing devices, to
                  perform properly date-sensitive functions with respect to
                  certain dates prior to and after December 31, 1999), including
                  costs of remediation, will not result in a Material Adverse
                  Effect."


<PAGE>




Section 6.2(a). Section 6.2(a) is hereby amended and restated to read in its
entirety as follows:

                  "(a) as soon as available and in any event within 60 days
                  after the end of each fiscal quarter, (i) at any time when the
                  Company is not Well-Capitalized, a Compliance Certificate, or
                  (ii) at any time when the Company is Well-Capitalized, a
                  Quarterly Certificate, in each case executed by the chief
                  financial officer of the Company; and"

Section 7.4. Section 7.4 is amended and restated in its entirety to read as
follows:

                  "Financial Condition. At any time when the Company is not
                  Well-Capitalized, the Company will not permit:

                  (1)      Its ratio of (i) consolidated Tier One Capital plus
                           consolidated Tier Two Capital to (ii) Risk-Weighted
                           Assets to be less than 9.0%.

                  (2)      Its ratio of consolidated Tier One Capital to
                           Risk-Weighted Assets to be less than 5.0%.

                  (3)      Its Consolidated Net Worth to be less than
                           $275,000,000 plus the sum of (i) 50% of consolidated
                           net income from June 30, 1999 to the date of any
                           calculation hereunder (without giving effect to any
                           loss in any fiscal quarter) and (ii) the net proceeds
                           of any equity issuance by the Company (or any
                           Subsidiary) after June 30, 1999.

                  (4)      Its consolidated Non-Performing Ratio to be greater
                           than 3.0%.

                  (5)      Its Double Leverage Ratio to be greater than 1.20 to
                           1.

                  (6)      Its Leverage Ratio to be less than 5.0%."

Exhibit C. Exhibit C to the Credit Agreement is hereby amended and restated in
its entirety as set forth in Exhibit C hereto.

Exhibit G. Exhibit G to the Credit Agreement is hereby amended and restated in
its entirety as set forth in Exhibit G hereto.

CONDITIONS PRECEDENT. This Amendment shall become effective when each of the
conditions precedent set forth in this Section 2 shall have been satisfied.

Receipt of Documents. The Agent shall have received all of the following
documents duly executed, dated the date hereof or such other date as shall be
acceptable to the Agent, and in form and substance satisfactory to the Agent:


<PAGE>



                  (7)      Amendment. This Amendment, duly executed by the
                           Company, the Agent and the Banks.

                  (8)      Secretary's Certificate. A certificate of the
                           secretary or an assistant secretary of the Company,
                           as to (i) resolutions of the Board of Directors of
                           the Company then in full force and effect authorizing
                           the execution, delivery and performance of this
                           Amendment, and (ii) the incumbency and signatures of
                           those officers of the Company executing the
                           Amendment.

Compliance with Warranties, No Default, etc. Both before and after giving effect
to the effectiveness of this Amendment, the following statements by the Company
shall be true and correct (and the Company, by its execution of this Amendment,
hereby represents and warrants to the Agent and the Banks that such statements
are true and correct as at such times):

                  (9)      the representations and warranties set forth in
                           Article V of the Credit Agreement shall be true and
                           correct with the same effect as if then made (unless
                           stated to relate solely to an earlier date, in which
                           case such representations and warranties shall be
                           true and correct as of such earlier date); and

                  (10)     no Default or Event of Default shall have then
                           occurred and be continuing.

REPRESENTATIONS AND WARRANTIES. To induce the Agent and the Banks to enter into
this Amendment, the Company represents and warrants to the Agent and the Banks
as follows:

Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by the Company of this Amendment are within the powers of the
Company, have been duly authorized by all necessary action, and do not

                  (11)     contravene the Company's Organization Documents;

                  (12)     contravene any contractual restriction, law or
                           governmental regulation or court decree or order
                           binding on or affecting the Company; or

                  (13)     result in, or require the creation or imposition of,
                           any Lien on any of the properties of the Company.


<PAGE>



Government Approval, Regulation, etc. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance by the Company of this Amendment.

Validity, etc. This Amendment constitutes the legal, valid and binding
obligations of the Company enforceable in accordance with its terms.

MISCELLANEOUS.

Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment
to the Credit Agreement, and the Credit Agreement, as amended hereby, shall
remain in full force and effect and is hereby ratified, approved and confirmed
in each and every respect.

Payment of Costs and Expenses. The Company agrees to pay on demand all expenses
of the Agent (including the fees and out-of-pocket expenses of counsel to the
Agent who may be employees of the Agent) in connection with the negotiation,
preparation, execution and delivery of this Amendment.

Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

Headings. The various headings of this Amendment are inserted for convenience
only and shall not affect the meaning or interpretation of this Amendment or any
provisions hereof.

Execution in Counterparts. This Amendment may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.

Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

Successors and Assigns. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                BREMER FINANCIAL CORPORATION


                                By /s/ Robert B. Buck
                                    Title: Chief Financial Officer


                                BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent


                                By______________________________
                                    Title:________________________


                                BANK OF AMERICA, NATIONAL ASSOCIATION


                                By______________________________
                                    Title:________________________


                                MELLON BANK, N.A.


                                By______________________________
                                    Title:________________________


                                U.S. BANK NATIONAL ASSOCIATION


                                By______________________________
                                    Title:________________________




                                THE NORTHERN TRUST COMPANY


                                By______________________________
                                    Title:________________________



<PAGE>


                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 17, 2000
(this "Amendment"), amends the Credit Agreement, dated as of October 21, 1997
(as heretofore amended, the "Credit Agreement"), among Bremer Financial
Corporation, a Minnesota corporation ("the "Company"), the various financial
institutions parties thereto (collectively, the "Banks") and Bank of America,
National Association (formerly known as Bank of America National Trust and
Savings Association), as agent (the "Agent") for the Banks. Terms defined in the
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.

         WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the Company
from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

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

AMENDMENTS. Effective as of October 17, 2000, the Credit Agreement shall be
amended in accordance with Sections 1.1 through 1.3 below.

Applicable Margin. Section 1.1 of the Credit Agreement is hereby amended by
restating the definition of Applicable Margin to read in its entirety as
follows:

                  " 'Applicable Margin' means

                           with respect to Base Rate Loans, 0%; and

                           (ii)  with respect to Offshore Rate Loans,

                                    (3)      at any time that the Company is
                                             Well-Capitalized, determined by
                                             reference to the following
                                             schedule:



<PAGE>






<TABLE>
<CAPTION>
                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                              Margin
                           ---------------------------                          ------

<S>                                                                             <C>
                           Less than 50%                                        0.475%

                           Greater than or equal to 50%                         0.60%; and

                           (4)      at any time that the Company is not
                                    Well-Capitalized, determined by reference to
                                    the following schedule:

                           Outstanding Loans expressed
                             as a Percentage of the
                                 Commitment Amount                              Margin
                           ---------------------------                          ------

                           Less than 25%                                        0.60%

                           Greater than or equal to
                           25% but less than 50%                                0.85%

                           Greater than or equal to
                           50% but less than 75%                                1.10%

                           Greater than or equal to 75%                         1.35%."
</TABLE>

Termination Date. The definition of "Termination Date" in Section 1.1 of the
Credit Agreement is hereby amended by the deletion of the date "October 17,
2000" and to substitution therefor of the date "October 16, 2001."

Note Purchase Agreement. Article VI of the Credit Agreement is hereby amended by
the addition of the following Section at the end thereof:

                  "6.13 Incorporation by Reference of Covenants. The Company
         covenants and agrees that it shall duly keep, perform and observe each
         and every covenant on its part to be performed as set forth in Sections
         9 and 10 (other than Section 10.11) of the Note Purchase Agreement
         dated as of November 1, 1999 of the Company, as in effect on the date
         hereof. All of such covenants, together with related definitions and
         ancillary provisions, are hereby incorporated into this Agreement by
         reference, mutatis mutandis, as if such terms were set forth in this
         Agreement in full, without regard to any amendment or modification
         thereof or any termination of the said Note Purchase Agreement, without
         regard to any expiration of any commitment thereunder and without
         regard to the final payment in full of any obligations of the Company
         thereunder."


<PAGE>




CONDITIONS PRECEDENT. This Amendment shall become effective when each of the
conditions precedent set forth in this Section 2 shall have been satisfied.

Receipt of Documents. The Agent shall have received all of the following
documents duly executed, dated the date hereof or such other date as shall be
acceptable to the Agent, and in form and substance satisfactory to the Agent:

                  (1)      Amendment. This Amendment, duly executed by the
                           Company, the Agent and the Banks.

                  (2)      Secretary's Certificate. A certificate of the
                           secretary or an assistant secretary of the Company,
                           as to (i) resolutions of the Board of Directors of
                           the Company then in full force and effect authorizing
                           the execution, delivery and performance of this
                           Amendment, and (ii) the incumbency and signatures of
                           those officers of the Company executing the
                           Amendment.

                           Compliance with Warranties, No Default, etc. Both
                           before and after giving effect to the effectiveness
                           of this Amendment, the following statements by the
                           Company shall be true and correct (and the Company,
                           by its execution of this Amendment, hereby represents
                           and warrants to the Agent and the Banks that such
                           statements are true and correct as at such times):

                  (3)      the representations and warranties set forth in
                           Article V of the Credit Agreement shall be true and
                           correct with the same effect as if then made (unless
                           stated to relate solely to an earlier date, in which
                           case such representations and warranties shall be
                           true and correct as of such earlier date); and

                  (4)      no Default or Event of Default shall have then
                           occurred and be continuing.

REPRESENTATIONS AND WARRANTIES. To induce the Agent and the Banks to enter into
this Amendment, the Company represents and warrants to the Agent and the Banks
as follows:

Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by the Company of this Amendment are within the powers of the
Company, have been duly authorized by all necessary action, and do not

                  (5)      contravene the Company's Organization Documents;

                  (6)      contravene any contractual restriction, law or
                           governmental regulation or court decree or order
                           binding on or affecting the Company; or



<PAGE>




                  (7)      result in, or require the creation or imposition of,
                           any Lien on any of the properties of the Company.

Government Approval, Regulation, etc. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance by the Company of this Amendment.

Validity, etc. This Amendment constitutes the legal, valid and binding
obligations of the Company enforceable in accordance with its terms.

MISCELLANEOUS.

Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment
to the Credit Agreement, and the Credit Agreement, as amended hereby, shall
remain in full force and effect and is hereby ratified, approved and confirmed
in each and every respect.

Payment of Costs and Expenses. The Company agrees to pay on demand all expenses
of the Agent (including the fees and out-of-pocket expenses of counsel to the
Agent who may be employees of the Agent) in connection with the negotiation,
preparation, execution and delivery of this Amendment.

Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

Headings. The various headings of this Amendment are inserted for convenience
only and shall not affect the meaning or interpretation of this Amendment or any
provisions hereof.

Execution in Counterparts. This Amendment may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.

Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

Successors and Assigns. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                               BREMER FINANCIAL CORPORATION


                               By_/s/ Robert B. Buck_________
                                   Title:_Chief Financial Officer_


                               BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent


                               By______________________________
                                   Title:________________________



                               BANK OF AMERICA, NATIONAL ASSOCIATION


                               By______________________________
                                   Title:________________________


                               MELLON BANK, N.A.


                               By______________________________
                                   Title:________________________



                               U.S. BANK NATIONAL ASSOCIATION


                               By______________________________
                                   Title:________________________




                               THE NORTHERN TRUST COMPANY


                               By______________________________
                                   Title:________________________