<PAGE>

                                  [Letterhead]

                                             January 16, 1996

Mr. Burke B. Roche
President
Binks Manufacturing Company
9201 W. Belmont Avenue
Franklin Park, IL  60131-2887

Dear Mr. Roche:

     The American National Bank and Trust Company of Chicago (the "Bank") is
pleased to extend our line of credit in favor of Binks Manufacturing Company
(the "Borrower") in the amount of $5,000,000 six months, from April 30, 1996
through October 31, 1996 (the "Maturity Date") unless the line of credit is
terminated on an earlier date as set forth below.

     a)   Loans under this line of credit will be evidenced and governed by the
     Bank's standard form of master note (the "Note"), a copy of which is
     attached hereto, and will bear interest, at Borrower's option, at:

         i)   a rate equal to the sum of the Bank's corporate base rate of
              interest announced by the Bank from time to time, changing when
              and as the corporate base rate changes, with interest payable
              on the last business day of each month, on the Maturity Date,
              and on demand thereafter (computed on the basis of a 365-day
              year and actual days elapsed); or

        ii)   subject to availability and for a maturity not to exceed 180
              days, at a fixed rate equal to the sum of 100 basis points plus
              the Eurodollar rate, where the Eurodollar rate is the rate at
              which deposits in U.S. dollars in the amount and for a maturity
              corresponding to that of the loan are offered by the Bank in
              the offshore interbank market at approximately 10:00 a.m.
              (Chicago time) two business days prior to the date on which
              such loan is made, adjusted for maximum statutory reserve
              requirements; or

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Mr. Burke B. Roche
January 16, 1996
Page Two

               iii) banker's acceptance financing in 30-day increments, up to
                    180 days, will be available to the Borrower.

     b)   No interest period for or maturity of a loan hereunder shall extend
     beyond the Maturity Date.  Interest and fees will be computed on the basis
     of actual days elapsed on a 360-day year basis, except for interest on
     loans under option (a) (i) which will be computed on the basis of actual
     days elapsed on a 365-day year basis.

     c)   The Borrower will use the proceeds of the loans hereunder for working
     capital purposes.

     d)   The Bank shall have no obligation to make a loan hereunder (and all
     outstanding loans and accrued and unpaid interest, at the option of the
     Bank, may be declared immediately due and payable without notice) if (i)
     there is any failure by the Borrower to pay principal, interest, fees, or
     other obligations when due under this letter, the Note, or any other
     agreement or arrangement with the Bank, (ii) there exists, and is
     continuing, any default under the Note, or any violation or failure to
     comply with any provision of the Note, (iii) any litigation is pending or
     threatened against the Borrower which would be reasonably likely to have a
     material adverse effect on its financial condition or results of
     operations, (iv) there is a material default, beyond the period of grace
     provided with respect thereto, under any agreement governing indebtedness
     of the Borrower, with respect to which there is an aggregate outstanding
     principal amount in excess of $500,000, (v) any petition is filed by or
     against the Borrower under the Federal Bankruptcy Code or similar state law
     and such petition remains undismissed or unstayed for a period of 30 days.
     The Bank may require a certificate of compliance with these conditions from
     the Borrower's Chief Financial Officer or Treasurer as a condition to
     making any loan hereunder.

     e)   The Bank has a valid copy of the Revolving Credit Agreement executed
     between the Borrower and NBD Bank, N.A. dated February 24, 1992 and all
     amendments, additions, or renewals thereto to and including the date hereof
     (the most recent amendment being dated August 25, 1994).  Borrower will

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Mr. Burke B. Roche
January 16, 1996
Page Three

     deliver to Bank within 45 days of execution, copies of all future
     amendments, additions, or renewals of said Revolving Credit Agreement.

     As soon as available and in any event within 45 days after the end of each
     fiscal quarter of the Company, the unaudited consolidated and consolidating
     balance sheet as of the end of such fiscal quarter and the related
     consolidated and consolidating statements of earnings, stockholders'
     equity and cash flows of the Company and its consolidated Subsidiaries for
     the period commencing at the end of the previous fiscal year and ending
     with the end of such quarter, setting forth in each case in comparative
     form the corresponding figures for the corresponding date or period of the
     preceding fiscal year, all in reasonable detail and duly certified (subject
     to year-end audit adjustments) by the chief financial officer of the
     applicable person as having been prepared in accordance with GAAP, together
     with a certificate of the chief financial officer of the Company stating
     the (A) no Default of Event of Default has occurred and is continuing or,
     if any Default or Event of Default has occurred and is continuing, a
     statement setting forth the details thereto and the action which the
     applicable person has taken and proposes to take with respect thereto.

     As soon as available and in any event within 90 days after the end of each
     fiscal year of the Company a copy of the audited consolidated balance sheet
     of the Company and its consolidated Subsidiaries and the related
     consolidated statements of earnings, stockholders' equity and cash flow for
     such fiscal year, with a customary audit report of Crowe Chizek, or other
     independent certified public accountants selected by the Company and
     reasonably acceptable to Bank, without qualifications unacceptable to Bank,
     together with a copy of the certificate of such accountants, annually
     presented to NBD Bank, N.A., stating that they have reviewed the Credit
     Agreement currently in existence between Borrower and NBD Bank, N.A., and
     stating further whether, in the course of their review of such financial
     statements, they have become aware of any Default or Event of Default and,
     if such a Default or Event of Default than exists and is continuing, a
     statement setting forth the nature and status thereof.
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Mr. Burke B. Roche
January 16, 1996
Page Four

     Promptly upon the filing or making thereof, copies of each annual report,
     proxy or financial statement or other communication sent to the Company's
     stockholders generally and copies of all annual, regular, periodic and
     special reports and registration statements which the Company may file or
     be required to file with the Securities and Exchange Commission or with any
     securities exchange or the National Association of Securities Dealers, Inc.

     Borrower shall make available all documents reasonably requested by Bank,
     including any and all agreements with third parties, and a copy of the
     compliance certificate required pursuant to section 6.1 d(ii) of the NBD
     revolving credit agreement.

     f)   THIS LETTER AND NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
     STATE OF ILLINOIS.  BOTH PARTIES HERETO WAIVE TRIAL BY JURY IN THE
     EVENT THIS LETTER OR THE NOTE BECOMES THE SUBJECT OF A DISPUTE.

     Mr. Roche, we are pleased to continue to provide this financing arrangement
for Binks Manufacturing Company.

     Should you have any questions or concerns regarding this matter, please do
not hesitate to contact me.

                                        Sincerely,

                                        /s/ Stephen J. Clingen

                                        Stephen J. Clingen
                                        Second Vice President
                                        (312) 661-5035
SJC:tml

Accepted this 18th day of January, 1996.

BINKS MANUFACTURING COMPANY

By: /s/ Burke B. Roche
   -----------------------------
        Burke B. Roche
        President

Date: /s/ Burke B. Roche 1/18/96
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