<PAGE>
 
Exhibit 10(Vii) Credit Agreement Dated As Of May 22, 1996, As Amended, Between
              MAF Bancorp, Inc. And Harris Trust And Savings Bank
<PAGE>
 
                      THIRD AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

   Reference is hereby made to that certain Credit Agreement dated as of May 22,
1996, as amended (the "Credit Agreement"), between the undersigned, MAF Bancorp,
Inc., a Delaware corporation (the "Company") and you (the "Lender").  All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.

   The Company has requested the Lender extend the Revolving Credit Termination
Date from January 25, 1997, to April 30, 1997, and the Lender is willing to do
so under the terms and conditions set forth in this Third Amendment.

1. AMENDMENT.

   Upon your acceptance hereof in the space provided for that purpose below, the
definition of "Revolving Credit Termination Date" set forth in Section 4.1 of
the Credit Agreement shall be amended by deleting the date "January 25, 1997"
appearing therein and inserting the date "April 30, 1997" in lieu thereof.

2. CONDITIONS PRECEDENT.

   The effectiveness of this Third Amendment is subject to the satisfaction of
all of the following conditions precedent:

       (a) The Company and the Lender shall have executed and delivered this
    Third Amendment.

       (b) Legal matters incident to the execution and delivery of this Third
    Amendment shall be satisfactory to the Lender and its counsel.

3. MISCELLANEOUS.

   (a)   Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this Third Amendment need not be made in the Credit Agreement, the
Notes, or any other instrument or document executed in connection therewith, or
in any certificate, letter or communication issued or made pursuant to or with
respect to the Credit 
<PAGE>
 
Agreement, any reference in any of such items to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.

   (b)   The Company agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution, and delivery of this Third Amendment, including the fees and expenses
of counsel for the Lender.

   (c)   This Third Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement.  Any of the parties
hereto may execute this Third Amendment by signing any such counterpart and each
of such counterparts shall for all purposes be deemed to be an original.  This
Third Amendment shall be governed by the internal laws of the State of Illinois.

   Dated as of January 15, 1997.

                                        MAF BANCORP, INC.



                                        By   /s/  Jerry A. Weberling
                                          -----------------------------------
                                          Its Executive Vice President

   Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.

                                        HARRIS TRUST AND SAVINGS BANK



                                        By   /s/  Michael Cameli
                                          -----------------------------------
                                          Its First Vice President

<PAGE>
 
                     SECOND AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

   Reference is hereby made to that certain Credit Agreement dated as of May 22,
1996, as amended (the "Credit Agreement"), between the undersigned, MAF Bancorp,
Inc., a Delaware corporation (the "Company") and you (the "Lender").  All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.

   The Company has changed its fiscal year end from June 30 to December 31 and
hereby requests that Section 7.11 of the Credit Agreement (Adjusted Net Income)
be amended to reflect this change, and the Lender is willing to do so under the
terms and conditions set forth in this Second Amendment.

1. AMENDMENT.

   Upon your acceptance hereof in the space provided for that purpose below,
Section 7.11 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:

    "Section 7.11.  Adjusted Net Income.  As of December 31, 1996, the
    Company shall have Adjusted Net Income for the six-month period then 
    ended of not less than $7,500,000. Thereafter, as of the last day of 
    each fiscal year of the Company (commencing with the fiscal year 
    beginning January 1, 1997), the Company shall have Adjusted Net Income 
    for the fiscal year then ended of not less than $15,000,000."

2. CONDITIONS PRECEDENT.

   The effectiveness of this Second Amendment is subject to the satisfaction of
all of the following conditions precedent:

       (a) The Company and the Lender shall have executed and delivered this
    Second Amendment.

       (b) Legal matters incident to the execution and delivery of this Second
    Amendment shall be satisfactory to the Lender and its counsel.
<PAGE>
 
3. MISCELLANEOUS.

   (a)   Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this Second Amendment need not be made in the Credit Agreement, the
Notes, or any other instrument or document executed in connection therewith, or
in any certificate, letter or communication issued or made pursuant to or with
respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.

   (b)   The Company agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution, and delivery of this Second Amendment, including the fees and
expenses of counsel for the Lender.

   (c)   This Second Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Second Amendment by signing any such counterpart
and each of such counterparts shall for all purposes be deemed to be an
original. This Second Amendment shall be governed by the internal laws of the
State of Illinois.

   Dated as of October 30, 1996.

                                        MAF BANCORP, INC.



                                        By   /s/  Jerry A. Weberling
                                          -----------------------------------
                                          Its Executive Vice President

   Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.

                                        HARRIS TRUST AND SAVINGS BANK


                                        By   /s/  Michael Cameli
                                          -----------------------------------
                                          Its Vice President

<PAGE>
 
                      FIRST AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

   Reference is hereby made to that certain Credit Agreement dated as of May
22, 1996 (the "Credit Agreement"), between the undersigned, MAF Bancorp, Inc., a
Delaware corporation (the "Company") and you (the "Lender").  All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.

   The Company has requested that the Term Loan to be made to the Company
under the Term Loan Commitment be in the amount of $35,000,000 and, as a result
thereof, has requested that the Lender increase its Revolving Credit Commitment
from $10,000,000 to $15,000,000, and the Lender is willing to do so under the
terms and conditions set forth in this Amendment.

1. Amendments.

   Upon your acceptance hereof in the space provided for that purpose below,
the Credit Agreement shall be and hereby is amended as follows:

   (a)   The definition of "Revolving Credit Commitment" appearing in Section
4.1 of the Credit Agreement shall be amended by deleting the amount "10,000,000"
appearing therein and inserting the amount "$15,000,000" in lieu thereof.

   (b)   Exhibit A to the Credit Agreement shall be amended in its entirety, and
as amended shall be restated to read as set forth on Exhibit A attached hereto.

2. Conditions Precedent.
<PAGE>
 
   The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

          (a) The Company and the Lender shall have executed and delivered this
     Amendment, and the Company shall have executed and delivered to the Lender
     a replacement Revolving Credit Note in the form attached hereto as Exhibit
     A.

          (b) Legal matters incident to the execution and delivery of this
     Amendment shall be satisfactory to the Lender and its counsel.

3. Miscellaneous.

   (a)   Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.

   (b)   This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement.  Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original.  This
Amendment shall be governed by the internal laws of the State of Illinois.

     Dated as of June 3, 1996.

                                        MAF Bancorp, Inc.


                                        By      /s/  Jerry Weberling
                                          ---------------------------------
<PAGE>
 
                                             ------------------------------
                                        Its  Executive Vice President
                                             and CFO
                                             ------------------------------


   Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.

                                        Harris Trust and Savings Bank


                                         By  /s/  Richard Loncar
                                           -------------------------------
                                        Its    Vice President

                                      -8-
<PAGE>
 
                                   Exhibit A


                               MAF Bancorp, Inc.
                             Revolving Credit Note


                                                               Chicago, Illinois
$15,000,000                                                         June 3, 1996

     On the Revolving Credit Termination Date, for value received, the
undersigned, MAF Bancorp, Inc., a Delaware corporation (the "Company"), hereby
promises to pay to the order of Harris Trust and Savings Bank (the "Lender"), at
the principal office of the Lender in Chicago, Illinois, the principal sum of
(I) Fifteen Million and no/100 Dollars ($15,000,000), or (ii) such lesser amount
as may at the time of the maturity hereof, whether by acceleration or otherwise,
be the aggregate unpaid principal amount of all Revolving Credit Loans owing
from the Company to the Lender under the Revolving Credit provided for in the
Credit Agreement hereinafter mentioned.

     This Note is issued in substitution and replacement for, and evidences the
indebtedness evidenced by, the Revolving Credit Note of the Company dated May
22, 1996, and, in addition, evidences additional loans constituting part of a
"Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that
certain Credit Agreement dated as of May 22, 1996, between the Company and the
Lender (said Credit Agreement, as the same may be amended, modified or restated
from time to time, being referred to herein as the "Credit Agreement") made and
to be made to the Company by the Lender under the Revolving Credit provided for
under the Credit Agreement, and the Company hereby promises to pay interest at
the office described above on each loan evidenced hereby at the rates and at the
times and in the manner specified therefor in the Credit Agreement.

     Each loan made under the Revolving Credit against this Note, any repayment
of principal hereon, the status of each such loan from time to time as part of
the Domestic Rate Portion or a LIBOR 
<PAGE>
 
Portion and, in the case of any LIBOR Portion, the interest rate and Interest
Period applicable thereto shall be endorsed by the holder hereof on a schedule
to this Note or recorded on the books and records of the holder hereof (provided
that such entries shall be endorsed on a schedule to this Note prior to any
negotiation hereof). The Company agrees that in any action or proceeding
instituted to collect or enforce collection of this Note, the entries so
endorsed on a schedule to this Note or recorded on the books and records of the
holder hereof shall be prima facie evidence (absent manifest error) of the
unpaid principal balance of this Note, the status of each such loan from time to
time as part of the Domestic Rate Portion or a LIBOR Portion, and, in the case
of any LIBOR Portion, the interest rate and Interest Period applicable thereto.

     This Note is issued by the Company under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therin, to which
reference is hereby made for a statement thereof.  This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Credit
Agreement.  All capitalized terms used herein without definition shall have the
same meanings herein as such terms are defined in the Credit Agreement.

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

                                   MAF Bancorp, Inc.

                                     -10-
<PAGE>
 
                                   By ____________________________________
                                   _____________________, ______________
                                   (Print or Type Name)   (Title)
<PAGE>
 
================================================================================

                               Credit Agreement 

                          Dated As Of May 22, 1996, 

                                    Between

                              MAF Bancorp, Inc. 

                                     And 

                         Harris Trust And Savings Bank

================================================================================
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                            Description                             Page
<S>             <C>                                                        <C>
Section 1.      The Credits................................................   1

     Section 1.1.   Revolving Credit.......................................   1
     Section 1.2.   Revolving Credit Loans.................................   1
     Section 1.3.   Letters of Credit......................................   2
     Section 1.4.   Term Credit............................................   4
     Section 1.5.   Manner and Disbursement of Loans.......................   5

Section 2.      Interest and Change In Circumstances.......................   6

     Section 2.1.   Interest Rate Options..................................   6
     Section 2.2.   Minimum Fixed Rate Portions............................   7
     Section 2.3.   Computation of Interest................................   7
     Section 2.4.   Manner of Rate Selection...............................   7
     Section 2.5.   Change of Law..........................................   8
     Section 2.6.   Unavailability of Deposits or Inability
                    to Ascertain Adjusted LIBOR............................   8
     Section 2.7.   Taxes and Increased Costs..............................   8
     Section 2.8.   Funding Indemnity......................................   9
     Section 2.9.   Treasury Rate Portion Prepayment Fee...................  10
     Section 2.10.  Lending Branch.........................................  11
     Section 2.11.  Discretion of Lender as to Manner of
                    Funding................................................  11

Section 3.      Fees, Prepayments, Terminations, and
                Applications...............................................  11

     Section 3.1.   Fees...................................................  11
     Section 3.2.   Voluntary Prepayments..................................  12
     Section 3.3.   Mandatory Termination..................................  12
     Section 3.4.   Voluntary Terminations.................................  13
     Section 3.5.   Place and Application of Payments......................  13
     Section 3.6.   Notations..............................................  13

Section 4.      Definitions; Interpretation................................  14

     Section 4.1.   Definitions............................................  14
</TABLE>

                                      -1-
<PAGE>
 
<TABLE>
<S>             <C>                                                          <C>
     Section 4.2.   Interpretation.........................................  21

Section 5...    Representations and Warranties.............................  21

     Section 5.1.   Organization and Qualification.........................  21
     Section 5.2.   Subsidiaries...........................................  22
     Section 5.3.   Corporate Authority and Validity of
                    Obligations............................................  22
     Section 5.4.   Use of Proceeds; Margin Stock..........................  23
     Section 5.5.   Financial Reports......................................  23
     Section 5.6.   No Material Adverse Change.............................  24
     Section 5.7.   Full Disclosure........................................  24
     Section 5.8.   Good Title.............................................  24
     Section 5.9.   Litigation and Other Controversies.....................  24
     Section 5.10.  Taxes..................................................  24
     Section 5.11.  Approvals..............................................  24
     Section 5.12.  Affiliate Transactions.................................  25
     Section 5.13.  Investment Company; Public Utility
                    Holding Company........................................  25
     Section 5.14.  ERISA..................................................  25
     Section 5.15.  Compliance with Laws...................................  25
     Section 5.16.  Other Agreements.......................................  26
     Section 5.17.  Merger.................................................  26
     Section 5.18.  No Default.............................................  26

Section 6.      Conditions Precedent.......................................  26

     Section 6.1.   All Advances...........................................  26
     Section 6.2.   Initial Advance........................................  27

Section 7.      Covenants..................................................  29

     Section 7.1.   Maintenance of Business................................  29
     Section 7.2.   Maintenance of Properties..............................  29
     Section 7.3.   Taxes and Assessments..................................  30
     Section 7.4.   Insurance..............................................  30
     Section 7.5.   Financial Reports......................................  30
     Section 7.6.   Inspection.............................................  32
     Section 7.7.   Non-Performing Assets..................................  32
     Section 7.8.   Regulatory Capital Requirements........................  32
     Section 7.9.   Tangible Capital Ratio.................................  33
     Section 7.10.  Adjusted Net Worth.....................................  33
</TABLE>

                                      -2-
<PAGE>
 
<TABLE>
<S>             <C>                                                          <C>
     Section 7.11.  Adjusted Net Income....................................  33
     Section 7.12.  Indebtedness for Borrowed Money........................  33
     Section 7.13.  Liens..................................................  34
     Section 7.14.  Mergers and Consolidations.............................  34
     Section 7.15.  Maintenance of Subsidiaries............................  34
     Section 7.16.  Dividends and Certain Other Restricted
                    Payments...............................................  34
     Section 7.17.  Subordinated Debt......................................  35
     Section 7.18.  ERISA..................................................  35
     Section 7.19.  Compliance with Laws...................................  35
     Section 7.20.  Burdensome Contracts With Affiliates...................  35
     Section 7.21.  Change in the Nature of Business.......................  35
     Section 7.22.  Regulatory-Mandated Disposition of MAF
                    Developments...........................................  35

Section 8.      Events of Default and Remedies.............................  36

     Section 8.1.   Events of Default......................................  36
     Section 8.2.   Non-Bankruptcy Defaults................................  38
     Section 8.3.   Bankruptcy Defaults....................................  38
     Section 8.4.   Collateral for Undrawn Letters of Credit...............  39

     Section 9.     Miscellaneous..........................................  39

     Section 9.1.   Non-Business Days......................................  39
     Section 9.2.   No Waiver, Cumulative Remedies.........................  39
     Section 9.3.   Amendments.............................................  40
     Section 9.4.   Costs and Expenses.....................................  40
     Section 9.5.   Documentary Taxes......................................  40
     Section 9.6.   Survival of Representations............................  40
     Section 9.7.   Participations.........................................  40
     Section 9.8.   Notices................................................  41
     Section 9.9.   Confidentiality........................................  41
     Section 9.10.  Headings...............................................  42
     Section 9.11.  Severability of Provisions.............................  42
     Section 9.12.  Counterparts...........................................  42
     Section 9.13.  Entire Understanding...................................  42
     Section 9.14.  Binding Nature, Governing Law, Etc.....................  42
     Section 9.15.  Submission to Jurisdiction; Waiver of
                    Jury Trial.............................................  42
</TABLE>

                                      -3-
<PAGE>
 
<TABLE>
<S>                                                                          <C>
Signature..................................................................  43

Exhibit A - Revolving Credit Note
Exhibit B - Term Note
Exhibit C - Compliance Certificate
Exhibit D-1 - Opinion of Counsel
Exhibit D-2 - Opinion of Company Counsel/Merger
Schedule 5.2 - Subsidiaries
Schedule 7.12 - Existing Indebtedness
</TABLE> 

                                      -4-
<PAGE>
 
                               CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois


Ladies and Gentlemen:
 
     The undersigned, MAF Bancorp, Inc., a Delaware corporation (the "Company"),
applies to you (the "Lender") for your commitment, subject to the terms and
conditions hereof and on the basis of the representations and warranties
hereinafter set forth, to extend credit to the Company, all as more fully
hereinafter set forth.


Section 1.    The Credits.

  Section 1.1.  Revolving Credit.  Subject to the terms and conditions hereof,
the Lender agrees to extend a revolving credit (the "Revolving Credit") to the
Company which may be availed of by the Company from time to time during the
period from and including the date hereof to but not including the Revolving
Credit Termination Date, at which time the commitment of the Lender to extend
credit under the Revolving Credit shall expire. The Revolving Credit may be
utilized by the Company in the form of Revolving Credit Loans and Letters of
Credit, all as more fully hereinafter set forth, provided that the aggregate
principal amount of Revolving Credit Loans and Letters of Credit outstanding at
any one time shall not exceed the Revolving Credit Commitment. During the period
from and including the date hereof to but not including the Revolving Credit
Termination Date, the Company may use the Revolving Credit Commitment by
borrowing, repaying and reborrowing Revolving Credit Loans in whole or in part
and/or by having the Lender issue Letters of Credit, having such Letters of
Credit expire or otherwise terminate without having been drawn upon or, if drawn
upon, reimbursing the Lender for each such drawing, and having the Lender issue
new Letters of Credit, all in accordance with the terms and conditions of this
Agreement. For purposes of this Agreement, where a determination of the unused
or available

                                      -5-
<PAGE>
 
amount of the Revolving Credit Commitment is necessary, the Revolving Credit
Loans and Letters of Credit shall be deemed to utilize the Revolving Credit
Commitment in an amount equal to the outstanding principal amounts thereof.

  Section 1.2.  Revolving Credit Loans.  Subject to the terms and conditions
hereof, the Revolving Credit may be availed of by the Company in the form of
loans (individually a "Revolving Credit Loan" and collectively the "Revolving
Credit Loans"). Each Revolving Credit Loan shall be in an amount of $500,000 or
such greater amount which is an integral multiple of $100,000; provided,
however, that a Revolving Credit Loan, or part thereof, which bears interest
with reference to the Adjusted LIBOR shall be in such greater amount as is
required by Section 2.2 hereof. All Revolving Credit Loans made by the Lender
shall be made against and evidenced by a single Revolving Credit Note of the
Company (the "Revolving Credit Note") payable to the order of the Lender in the
amount of its Revolving Credit Commitment, with the Revolving Credit Note to be
in the form (with appropriate insertions) attached hereto as Exhibit A. The
Revolving Credit Note shall be dated the date of issuance thereof, be expressed
to bear interest as set forth in Section 2 hereof, and be expressed to mature on
the Revolving Credit Termination Date. Without regard to the principal amount of
the Revolving Credit Note stated on its face, the actual principal amount at any
time outstanding and owing by the Company on account thereof shall be the sum of
all advances then or theretofore made thereon less all payments of principal
actually received.

  Section 1.3.  Letters of Credit.

       (a)  General Terms.  Subject to the terms and conditions hereof, the
Revolving Credit may be availed of by the Company in the form of standby letters
of credit issued by the Lender for the account of the Company or, at the
Company's option, for the account of the Company and MAF Developments, jointly
and severally (individually a "Letter of Credit" and collectively the "Letters
of Credit"), provided that the aggregate amount of Letters of Credit issued and
outstanding hereunder shall not at 

                                      -6-
<PAGE>
 
any time exceed $10,000,000. For purposes of this Agreement, a Letter of Credit
shall be deemed outstanding as of any time in an amount equal to the maximum
amount which could be drawn thereunder under any circumstances and over any
period of time plus any unreimbursed drawings then outstanding with respect
thereto. If and to the extent any Letter of Credit expires or otherwise
terminates without having been drawn upon, the availability under the Revolving
Credit Commitment shall to such extent be reinstated.

       (b)  Term.  Each Letter of Credit issued hereunder shall expire not later
than 18 months from the date of issuance (or be cancelable not later than 18
months from the date of issuance and each renewal); provided, however, that for
any Letter of Credit with an expiry date extending beyond the Revolving Credit
Termination Date, the Company hereby agrees to (i) deposit cash with the Lender
on or before the Revolving Credit Termination Date in an amount equal to the
aggregate amount of such Letter of Credit or (ii) deposit with the Lender on or
before the Revolving Credit Termination Date investments in direct obligations
of the United States of America or of any agency or instrumentality thereof
whose obligations constitute full faith and credit obligations of the United
States of America in amounts and with such maturities as are acceptable to the
Lender, in each case to be held by the Lender in the Account referred to in
Section 8.4 hereof as collateral security for any and all Obligations pursuant
to the terms of Section 8.4 hereof, provided that if the amount of any such
Letter of Credit is thereafter reduced, and so long as no Default or Event of
Default has occurred and is continuing, at the request of the Company, the
Lender will immediately return any cash or investments in the Account, and any
proceeds or earnings on such cash and investments, in excess of the remaining
amount of such Letter of Credit.

       (c)  General Characteristics.  Each Letter of Credit issued hereunder
shall be payable in U.S. Dollars, conform to the general requirements of the
Lender for the issuance of standby letters of credit as to form and substance,
and be a letter of credit which the Lender may lawfully issue.

                                      -7-
<PAGE>
 
       (d)  Applications.  At the time the Company requests each Letter of
Credit to be issued (or prior to the first issuance of a Letter of Credit in the
case of a continuing application), the Company shall execute and deliver to the
Lender an application for such Letter of Credit in the form then customarily
prescribed by the Lender (individually an "Application" and collectively the
"Applications"). Subject to the other provisions of this subsection, the
obligation of the Company to reimburse the Lender for drawings under a Letter of
Credit shall be governed by the Application for such Letter of Credit. Anything
contained in the Applications to the contrary notwithstanding, (i) in the event
the Lender is not reimbursed by the Company for the amount the Lender pays on
any draft drawn under a Letter of Credit issued hereunder by 2:00 p.m. (Chicago
time) on the date when such drawing is paid, the obligation of the Company to
reimburse the Lender for the amount of such draft paid shall bear interest
(which the Company hereby promises to pay on demand) from and after the date the
draft is paid until payment in full thereof at a fluctuating rate per annum
determined by adding 2% to the Domestic Rate as from time to time in effect
(computed on the basis of a year of 360 days for the actual number of days
elapsed), (ii) the Company shall pay fees in connection with each Letter of
Credit as set forth in Section 3 hereof, (iii) except during the existence of a
Default or an Event of Default, the Lender will not call for additional
collateral security for the obligations of the Company under the Applications
except as otherwise provided in Section 1.3(b) hereof, and (iv) except during
the existence of a Default or an Event of Default, the Lender will not call for
the funding of a Letter of Credit by the Company prior to being presented with a
draft drawn thereunder (or, in the event the draft is a time draft, prior to its
due date) except as otherwise provided in Section 1.3(b) hereof.

       (e)  Change in Laws.  If the Lender shall determine that any change in
any applicable law, regulation or guideline (including, without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or any new
law, regulation or guideline, or any interpretation of any of the foregoing by
any governmental authority charged with the administration thereof or any
central bank or other fiscal, monetary or other authority having 

                                      -8-
<PAGE>
 
jurisdiction over the Lender (whether or not having the force of law), shall:

          (i)  impose, modify or deem applicable any reserve, special deposit or
  similar requirement against the Letters of Credit, or the Lender's or the
  Company's liability with respect thereto; or

         (ii)  impose on the Lender any penalty with respect to the foregoing or
  any other condition regarding this Agreement, the Applications or the Letters
  of Credit;

and the Lender shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the
Lender of issuing or maintaining the Letters of Credit hereunder (without
benefit of, or credit for, any prorations, exemptions, credits or other offsets
available under any such laws, regulations, guidelines or interpretations
thereof), then the Company shall pay on demand to the Lender from time to time
as specified by the Lender such additional amounts as the Lender shall determine
are sufficient to compensate and indemnify it for such increased cost.  If the
Lender makes such a claim for compensation, it shall provide the Company a
certificate setting forth the computation of the increased cost as a result of
any event mentioned herein in reasonable detail and such certificate shall be
conclusive if reasonably determined (absent manifest error).

  Section 1.4.  Term Credit.  Subject to the terms and conditions hereof, the
Lender agrees to make a loan (the "Term Loan") to the Company in an amount up to
the Lender's Term Loan Commitment. There shall be a single borrowing under the
Term Loan Commitment which shall be made, if at all, on or before August 31,
1996, at which time the commitment of the Lender to make a Term Loan under the
Term Loan Commitment shall expire. There shall be one borrowing under the Term
Loan Commitment, and any portion of the Term Loan Commitment not requested by
the Company on the occasion of such borrowing shall thereupon expire. The Term
Loan made by the Lender to the Company shall be evidenced by a Term Note of the
Company (the "Term Note") 

                                      -9-
<PAGE>
 
payable to the order of the Lender in the amount of its Term Loan Commitment,
with the Term Note to be in the form (with appropriate insertions) attached
hereto as Exhibit B. The Term Note shall be dated the date of issuance thereof
and be expressed to bear interest as set forth in Section 2 hereof. The Company
hereby promises to make principal payments on the Term Note in installments on
the dates set forth in column A below each in an amount equal to the amount set
forth in column B below opposite the relevant due date:
 
     If the original principal amount of the Term Loan is $30,000,000, or less,
then principal payments on the Term Note shall be as follows:

<TABLE>
<CAPTION>
                A                                   B                 
                                       Scheduled Principal Payment    
            Payment Date                       on Term Note           
            <S>                    <C>                                
            12/31/1997             $  500,000                         
            12/31/1998             $1,500,000                         
            12/31/1999             $2,600,000                         
            12/31/2000             $3,800,000                         
            12/31/2001             $6,000,000                         
            12/31/2002             $7,800,000                         
            12/31/2003             remaining principal balance of Term
                                   Loan                                
</TABLE>

     If the original principal amount of the Term Loan is more than $30,000,000,
but less than or equal to $35,000,000, then principal payments on the Term Note
shall be as follows:

<TABLE>
<CAPTION>
 
                A                                B                   
                                    Scheduled Principal Payment      
            Payment Date                    on Term Note             
            <S>                    <C>                               
            12/31/1997             $  500,000                        
            12/31/1998             $1,500,000                        
            12/31/1999             $3,100,000                        
            12/31/2000             $4,500,000                        
            12/31/2001             $7,000,000                        
</TABLE> 

                                      -10-
<PAGE>
 
<TABLE> 
            <S>                    <C> 
            12/31/2002             $9,200,000                        
            12/31/2003             remaining principal balance of Term
                                   Loan                               
</TABLE>

     If the original principal amount of the Term Loan is more than $35,000,000,
but less than or equal to $40,000,000, then principal payments on the Term Note
shall be as follows:

<TABLE>
<CAPTION>
              A                               B                       
                                 Scheduled Principal Payment         
          Payment Date                   on Term Note                
          <S>                    <C>                                 
          12/31/1997             $   500,000                         
          12/31/1998             $ 1,500,000                         
          12/31/1999             $ 3,500,000                         
          12/31/2000             $ 5,500,000                         
          12/31/2001             $ 8,000,000                         
          12/31/2002             $10,500,000                         
          12/31/2003             remaining principal balance of Term 
                                 Loan                                 
</TABLE>

  Section 1.5.  Manner and Disbursement of Loans.  The Company shall give
written or telephonic notice to the Lender (which notice shall be irrevocable
once given) by no later than 11:00 a.m. (Chicago time) on the date the Company
requests that any Loan be made to it under the Commitments. Each such notice
shall specify the date of the Loan requested (which must be a Business Day), the
type of Loan being requested, and the amount thereof. Each Loan shall initially
constitute part of the applicable Domestic Rate Portion except to the extent the
Company has otherwise timely elected that such Loan, or any part thereof,
constitute part of a Fixed Rate Portion as provided in Section 2 hereof. The
Company agrees that the Lender may rely upon any written or telephonic notice
given by any person the Lender in good faith believes is an Authorized
Representative without the necessity of independent investigation and, in the
event any telephonic notice conflicts with any written confirmation, such
telephonic notice shall govern if the Lender has acted in reliance thereon.
Subject to the provisions of Section 6 hereof, the proceeds of each Loan shall
be made 

                                     -11-
<PAGE>

available to the Company at the principal office of the Lender in Chicago,
Illinois, in immediately available funds.

Section 2.    Interest and Change In Circumstances.

  Section 2.1.  Interest Rate Options.

       (a)  Portions.  Subject to the terms and conditions of this Section 2,
portions of the principal indebtedness evidenced by the Notes (all of the
indebtedness evidenced by Notes of the same type bearing interest at the same
rate for the same period of time being hereinafter referred to as a "Portion")
may, at the option of the Company, bear interest with reference to the Domestic
Rate ("Domestic Rate Portions") or with reference to the Adjusted LIBOR ("LIBOR
Portions") or, with respect to indebtedness evidenced by the Term Note, with
reference to the Treasury Rate ("Treasury Rate Portions").  Subject to the terms
and conditions of this Section 2, the Domestic Rate Portion or LIBOR Portions of
Notes of the same type may be converted from time to time from one basis to the
other, and, with reference to the indebtedness evidenced by the Term Note, the
Domestic Rate Portion and any LIBOR Portions thereof may be converted from time
to time during the term of this Agreement into one or more Treasury Rate
Portions.  Once a Treasury Rate Portion is selected with respect to all or any
part of the indebtedness evidenced by the Term Note, such Portion shall remain a
Treasury Rate Portion hereunder until paid in full.  All of the indebtedness
evidenced by a Note which is not part of a LIBOR Portion or, with reference to
the Term Note, a Treasury Rate Portion shall constitute a single Domestic Rate
Portion applicable to such Note.  All of the indebtedness evidenced by a Note
which bears interest with reference to a particular Adjusted LIBOR for a
particular Interest Period shall constitute a single LIBOR Portion applicable to
such Note.  There shall not be more than five LIBOR Portions applicable to the
Revolving Credit Note outstanding at any one time. There shall be not more than
seven Fixed Rate Portions applicable to the Term Note outstanding at any one
time, and there shall not be more than five Treasury Rate Portions applicable to
the Term Note during the term of this Agreement.  Anything contained herein to
the contrary notwithstanding, the

                                     -12-
 
<PAGE>

obligation of the Lender to create, continue or effect by conversion any Fixed
Rate Portion shall be conditioned upon the fact that at the time no Default or
Event of Default shall have occurred and be continuing. The Company hereby
promises to pay interest on each Portion at the rates and times specified in
this Section 2.

       (b)  Domestic Rate Portion.  Each Domestic Rate Portion shall bear
interest at the rate per annum determined equal to the Domestic Rate as in
effect from time to time, provided that if a Domestic Rate Portion or any part
thereof is not paid when due (whether by lapse of time, acceleration or
otherwise) such Portion shall bear interest, whether before or after judgment,
until payment in full of the amount then due at the rate per annum determined by
adding 2% to the interest rate which would otherwise be applicable thereto from
time to time.  Interest on each Domestic Rate Portion shall be payable quarterly
in arrears on the last day of each March, June, September and December in each
year (commencing September 30, 1996) and at maturity of the applicable Note, and
interest after maturity (whether by lapse of time, acceleration or otherwise)
shall be due and payable upon demand.  Any change in the interest rate on the
Domestic Rate Portions resulting from a change in the Domestic Rate shall be
effective on the date of the relevant change in the Domestic Rate.

       (c)  LIBOR Portions.  Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding 1% to
the Adjusted LIBOR for such Interest Period, provided that if any LIBOR Portion
is not paid when due (whether by lapse of time, acceleration or otherwise) such
Portion shall bear interest, whether before or after judgment, until payment in
full of the amount then due through the end of the Interest Period then
applicable thereto at the rate per annum determined by adding 2% to the interest
rate which would otherwise be applicable thereto, and effective at the end of
such Interest Period such LIBOR Portion shall automatically be converted into
and added to the applicable Domestic Rate Portion and shall thereafter bear
interest at the interest rate applicable to such Domestic Rate Portion.

                                     -13-
 
<PAGE>

Interest on each LIBOR Portion shall be due and payable on the last day of each
Interest Period applicable thereto, and interest after maturity (whether by
lapse of time, acceleration or otherwise) shall be due and payable upon demand.
The Company shall notify the Lender on or before 11:00 a.m. (Chicago time) on
the third Business Day preceding the end of an Interest Period applicable to a
LIBOR Portion whether such LIBOR Portion is to continue as a LIBOR Portion, in
which event the Company shall notify the Lender of the new Interest Period
selected therefor, and in the event the Company shall fail to so notify the
Lender, such LIBOR Portion shall automatically be converted into and added to
the applicable Domestic Rate Portion as of and on the last day of such Interest
Period.

       (d)  Treasury Rate Portion.  Each Treasury Rate Portion of the Term Note
shall bear interest at a fixed rate per annum determined by adding 1-1/4% to the
Treasury Rate determined with respect to such Portion, provided that if any
Treasury Rate Portion, or any part thereof, is not paid when due (whether by
lapse of time, acceleration or otherwise), such Portion shall bear interest,
whether before or after judgment, until payment in full of the amount then due
at the rate per annum determined by adding 2% to the interest rate which would
otherwise be applicable thereto.  Interest on each Treasury Rate Portion of the
Term Note shall be payable quarterly in arrears on the last day of each March,
June, September and December in each year (commencing on the first such date
occurring after such Treasury Rate Portion is selected by the Company pursuant
to Section 2.4 hereof) and at maturity of the Term Note, and interest after
maturity (whether by lapse of time, acceleration or otherwise) shall be due and
payable upon demand.

  Section 2.2.  Minimum Fixed Rate Portions.  Each LIBOR Portion applicable to
the Revolving Credit Note shall be in an amount equal to $1,000,000 or such
greater amount which is an integral multiple of $1,000,000, and each Fixed Rate
Portion applicable to the Term Note shall be in an amount equal to $5,000,000 or
such greater amount which is an integral multiple of $1,000,000. 

                                     -14-
<PAGE>
 
  Section 2.3.  Computation of Interest.  All interest on the Notes shall be
computed on the basis of a year of 360 days for the actual number of days
elapsed.

  Section 2.4.  Manner of Rate Selection.  The Company shall notify the Lender
by 11:00 a.m. (Chicago time) at least three Business Days prior to the date upon
which the Company requests that (i) any LIBOR Portion be created or that any
part of the applicable Domestic Rate Portion be converted into a LIBOR Portion
and (ii) any Treasury Rate Portion be created or that any part of the Domestic
Rate Portion or any part of a LIBOR Portion applicable to the Term Note be
converted into a Treasury Rate Portion (each such notice to specify in each
instance the amount thereof and the Interest Period selected therefor). If any
request is made to convert a LIBOR Portion into another type of Portion
available hereunder, such conversion shall only be made so as to become
effective as of the last day of the Interest Period applicable thereto. All
requests for the creation, continuance and conversion of Portions under this
Agreement shall be irrevocable. Such requests may be written or oral and the
Lender is hereby authorized to honor telephonic requests for creations,
continuances and conversions received by it from any person the Lender in good
faith believes to be an Authorized Representative without the necessity of
independent investigation, the Company hereby indemnifying the Lender from any
liability or loss ensuing from so acting.

  Section 2.5.  Change of Law.  Notwithstanding any other provisions of this
Agreement or any Note, if at any time the Lender shall determine that any change
in applicable laws, treaties or regulations or in the interpretation thereof
makes it unlawful for the Lender to create or continue to maintain any LIBOR
Portion, it shall promptly so notify the Company and the obligation of the
Lender to create, continue or maintain any such LIBOR Portion under this
Agreement shall terminate until it is no longer unlawful for the Lender to
create, continue or maintain such LIBOR Portion. The Company, on demand, shall,
if the continued maintenance of any such LIBOR Portion is unlawful, thereupon
prepay the outstanding principal amount of the affected LIBOR Portion, together
with all interest accrued 

                                     -15-

<PAGE>
 
thereon and all other amounts payable to the Lender with respect thereto under
this Agreement; provided, however, that the Company may elect to convert the
principal amount of the affected LIBOR Portion into another type of Portion
available hereunder, subject to the terms and conditions of this Agreement.

     Section 2.6.  Unavailability of Deposits or Inability to Ascertain Note, if
prior to the commencement of any Interest Period, the Lender shall determine
that deposits in the amount of any LIBOR Portion scheduled to be outstanding
during such Interest Period are not readily available to the Lender in the
relevant market or, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining Adjusted LIBOR, then
the Lender shall promptly give notice thereof to the Company and the obligation
of the Lender to create, continue or effect by conversion any such LIBOR Portion
in such amount and for such Interest Period shall terminate until deposits in
such amount and for the Interest Period selected by the Company shall again be
readily available in the relevant market and adequate and reasonable means exist
for ascertaining Adjusted LIBOR.

     Section 2.7.  Taxes and Increased Costs.; With respect to any LIBOR
Portion, if the Lender shall determine that any change in any applicable law,
treaty, regulation or guideline (including, without limitation, Regulation D of
the Board of Governors of the Federal Reserve System) or any new law, treaty,
regulation or guideline, or any interpretation of any of the foregoing by any
governmental authority charged with the administration thereof or any central
bank or other fiscal, monetary or other authority having jurisdiction over the
Lender or its lending branch or the LIBOR Portions contemplated by this
Agreement (whether or not having the force of law), shall:

          (i)  impose, increase, or deem applicable any reserve, special deposit
     or similar requirement against assets held by, or deposits in or for the
     account of, or loans by, or any other acquisition of funds or disbursements
     by, the 

                                      -16-
<PAGE>
 
     Lender which is not in any instance already accounted for in computing the
     interest rate applicable to such LIBOR Portion;

          (ii)  subject the Lender, any LIBOR Portion or a Note to the extent
     it evidences any LIBOR Portion to any tax (including, without limitation,
     any United States interest equalization tax or similar tax however named
     applicable to the acquisition or holding of debt obligations and any
     interest or penalties with respect thereto), duty, charge, stamp tax, fee,
     deduction or withholding in respect of this Agreement, any LIBOR Portion or
     a Note to the extent it evidences any LIBOR Portion, except such taxes as
     may be measured by the overall net income or gross receipts of the Lender
     or its lending branches and imposed by the jurisdiction, or any political
     subdivision or taxing authority thereof, in which the Lender's principal
     executive office or its lending branch is located;

         (iii)  change the basis of taxation of payments of principal and
     interest due from the Company to the Lender hereunder or under a Note to
     the extent it evidences any LIBOR Portion (other than by a change in
     taxation of the overall net income or gross receipts of the Lender or its
     lending branches); or

          (iv)  impose on the Lender any penalty with respect to the foregoing
     or any other condition regarding this Agreement, any LIBOR Portion, or a
     Note to the extent it evidences any LIBOR Portion;

and the Lender shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the
Lender of creating or maintaining any LIBOR Portion hereunder or to reduce the
amount of principal or interest received or receivable by the Lender (without
benefit of, or credit for, any prorations, exemption, credits or other offsets
available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Company shall pay on demand to the Lender
from time to time as 

                                      -17-
<PAGE>
 
specified by the Lender the additional amounts as the Lender shall reasonably
determine are sufficient to compensate and indemnify it for such increased cost
or reduced amount. If the Lender makes such a claim for compensation, it shall
provide to the Company a certificate setting forth the computation of the
increased cost or reduced amount as a result of any event mentioned herein in
reasonable detail and such certificate shall be conclusive if reasonably
determined.

     Section 2.8.  Funding Indemnity;. In the event the Lender shall incur any
loss, cost or expense (including, without limitation, any loss (including loss
of profit), cost or expense incurred by reason of the liquidation or re-
employment of deposits or other funds acquired or contracted to be acquired by
the Lender to fund or maintain its part of any LIBOR Portion or the relending or
reinvesting of such deposits or other funds or amounts paid or prepaid to the
Lender) as a result of:

          (i)  any payment of a LIBOR Portion on a date other than the last day
     of the then applicable Interest Period for any reason, whether before or
     after default, and whether or not such payment is required by any
     provisions of this Agreement; or

         (ii)  any failure by the Company to create, borrow, continue or effect
     by conversion a LIBOR Portion on the date specified in a notice given
     pursuant to this Agreement;

then, upon the demand of the Lender, the Company shall pay to the Lender such
amount as will reimburse the Lender for such loss, cost or expense.  If the
Lender requests such reimbursement under this Section, it shall provide to the
Company a certificate setting forth the computation of the loss, cost, or
expense giving rise to the request for reimbursement in reasonable detail and
such certificate shall be conclusive if reasonably determined (absent manifest
error).

     Section 2.9.  Treasury Rate Portion Prepayment Fee.;  If the Company
makes any prepayment of principal of any Treasury Rate Portion of the Term Note
(after giving effect to any application 

                                      -18-
<PAGE>
 
direction given by the Company in accordance with Section 3.5 hereof) or is
required to pay any Treasury Rate Portion of the Term Note prior to its stated
maturity for any reason (including, without limitation, payments required after
the occurrence of an Event of Default under Sections 8.2 and 8.3 hereof), the
Company shall pay upon demand by the Lender the amount determined based on this
Section 2.9 in good faith by the Lender by which the Current Value (as
hereinafter defined) of the interest which would have accrued on such Treasury
Rate Portion, or portion thereof, to its next regularly scheduled payment
date(s) (for purposes of this determination, each remaining principal payment of
the Term Loan shall be deemed to consist of a ratable amount of each outstanding
Portion of the Term Loan based upon the principal amounts thereof), exceeds the
Current Value (as hereinafter defined) of the amount which the Lender could earn
on an investment in the principal amount paid or prepaid to the Lender maturing
on such date(s), and yielding interest at the Treasury Yield (as hereinafter
defined). The Company hereby agrees that the amount recoverable under this
Section is a reasonable pre-estimate of loss and is not a penalty, and that such
amount is payable as liquidated damages to the Lender for the loss it suffers as
a result of the occurrence of any of the events specified hereunder. Payment of
the amount specified hereunder is without prejudice to the payment of the
principal of and accrued interest on such Treasury Rate Portion, as specified in
Section 2.1 hereof, together with all other amounts payable under this
Agreement. For purposes hereof, the following terms shall have the following
meanings:
 
          "Current Value" means, with respect to the interest payable on the
     relevant Treasury Rate Portion and the amount which the Lender could earn
     on the alternative investment referred to above, such amounts discounted on
     an annual basis to their current value (computed on the basis of a year of
     360 days, as the case may be, and actual days elapsed) from the date such
     amounts would have been paid to the date of determination at a discount
     rate equal to the Treasury Yield.

                                      -19-
<PAGE>
 
          "Treasury Yield" means the average of the yields to maturity,
     expressed on a bond equivalent basis, which two leading United States
     government securities dealers of recognized standing selected by the Lender
     reasonably estimate to be the highest yield the Lender could have obtained
     if it had purchased on the date of determination United States Treasury
     Bonds, Notes or Bills in an aggregate principal amount equal to the
     principal amount paid or prepaid to the Lender maturing on a date or dates
     reasonably close to the next regularly scheduled payment date(s) of the
     Term Note (determined as set forth above in the Section 2.9), and being
     traded in the secondary market in reasonable volume at a price reasonably
     close to par, all in accordance with United States domestic practice
     prevailing as of the date of determination.

If the Lender requests such indemnification under this Section, it shall provide
to the Company a certificate setting forth the computation of the loss, cost or
expense giving rise to the request for indemnification in reasonable detail and
such certificate shall be conclusive if reasonably determined (absent manifest
error).

     Section 2.10. Lending Branch.; The Lender may, at its option, elect to
make, fund or maintain the Loans hereunder at the branches or offices specified
on the signature pages hereof or at such of its branches or offices as the
Lender may from time to time elect.

     Section 2.11. Discretion of Lender as to Manner of Funding.;
Notwithstanding any provision of this Agreement to the contrary, the Lender
shall be entitled to fund and maintain its funding of all or any part of the
Notes in any manner it sees fit (provided the same is in accordance with this
Agreement), it being understood, however, that for purposes of this Agreement
all determinations hereunder with respect to LIBOR Portions (including, without
limitation, determinations under Sections 2.6, 2.7 and 2.8 hereof) shall be made
as if the Lender had actually funded and maintained each LIBOR Portion during
each Interest Period applicable thereto through the purchase of 

                                      -20-
<PAGE>
 
deposits in the relevant market in the amount of such LIBOR Portion, having a
maturity corresponding to such Interest Period, and bearing an interest rate
equal to the LIBOR for such Interest Period.

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

     Section 3.1. Fees;. (a) Commitment Fee. For the period from and including
the date hereof to but not including the Revolving Credit Termination Date, the
Company shall pay to the Lender a commitment fee at the rate of 1/4 of 1% per
annum (computed on the basis of a year of 360 days for the actual number of days
elapsed) on the average daily unused portion of the Revolving Credit Commitment.
Such commitment fee shall be payable quarterly in arrears on the last day of
each March, June, September, and December in each year (commencing September 30,
1996) and on the Revolving Credit Termination Date.

       (b) Letter of Credit Fees.  On the date of issuance of each Letter of
Credit, and as condition thereto, and annually thereafter, the Company shall pay
to the Lender a letter of credit fee computed at the rate of 1% per annum
(computed on the basis of a year of 360 days for the actual number of days
elapsed) on the maximum amount of the related Letter of Credit which is
scheduled to be outstanding during the immediately succeeding twelve (12)
months.  In addition to the letter of credit fee called for above, the Company
further agrees to pay to the Lender such processing and transaction fees and
charges as the Lender from time to time customarily imposes in connection with
any amendment, cancellation, negotiation and/or payment of letters of credit and
drafts drawn thereunder.

       (c) Arrangement Fee.  On the date hereof, the Company shall pay to the
Lender a fee as mutually agreed upon by the Company and the Lender.

     Section 3.2.  Voluntary Prepayments.; The Company shall have the privilege
of prepaying the Revolving Credit Loans and the Term Loan in whole or in part
(but if in part, then (i) if such Loans constitute part of a Domestic Rate
Portion, in an amount 

                                      -21-
<PAGE>
 
not less than $100,000, (ii) if such Loan constitutes part of a LIBOR Portion,
in an amount not less than $1,000,000, (iii) if, in the case of the Term Loan,
such Loan constitutes part of the Treasury Rate Portion, in an amount not less
than $1,000,000, and (iv) in each case, in an amount such that the minimum
amount required for a borrowing of Revolving Credit Loans, for a LIBOR Portion
of the relevant Loans, or for a Treasury Rate Portion of the Term Loan pursuant
to Sections 1.2, 2.2 and 2.4 hereof remains outstanding) at any time upon 1
Business Day prior notice to the Lender (such notice if received subsequent to
2:00 p.m. (Chicago time) on a given day to be treated as though received at the
opening of business on the next Business Day), by paying to the Lender the
principal amount to be prepaid and (i) if such a prepayment prepays the Term
Note in whole or in part, accrued interest thereon to the date of prepayment,
(ii) if such a prepayment prepays the Revolving Credit Note in full and is
accompanied by the termination in whole of the Revolving Credit Commitment,
accrued interest thereon to the date of prepayment, and (iii) any amounts due to
the Lender under Sections 2.8 or 2.9 hereof.

     Section 3.3.  Mandatory Termination;.  After the occurrence of a
Change of Control, the Lender may, by written notice to the Company at any time
on or before the date occurring 120 days after the date the Company notifies the
Lender of such Change of Control, terminate the remaining Commitments and all
other obligations of the Lender hereunder on the date stated in such notice
(which shall in no event be sooner than 120 days after the occurrence of such
Change of Control).  On the date the Commitments are so terminated, all
outstanding Obligations (including, without limitation, all principal of and
accrued interest on the Notes) shall forthwith be due and payable without
further demand, presentment, protest, or notice of any kind and the Company
shall immediately pay to the Lender the full amount then available for drawing
under each Letter of Credit, such amount to be held in the Account referred to
in Section 8.4 hereof (the Company agreeing to immediately make such payment on
the date the Commitments are so terminated and acknowledging and agreeing that
the Lender would not have an adequate remedy at law for the failure by the
Company to honor any such demand and that 

                                      -22-
<PAGE>
 
the Lender shall have the right to require the Company to specifically perform
such undertaking whether or not any drawings or other demands for payment have
been made under any Letter of Credit).

     Section 3.4.  Voluntary Terminations.; The Company shall have the right at
any time and from time to time, upon 1 Business Day prior notice to the Lender,
to terminate without premium or penalty and in whole or in part (but if in part,
then in an aggregate amount not less than $1,000,000 or such greater amount
which is an integral multiple of $1,000,000) the Revolving Credit Commitment,
provided that the Revolving Credit Commitment may not be reduced to an amount
less than the aggregate principal amount of the Revolving Credit Loans and
Letters of Credit then outstanding. Any termination of the Revolving Credit
Commitment pursuant to this Section may not be reinstated.

     Section 3.5. Place and Application of Payments.; All payments of principal,
interest, fees and all other Obligations payable hereunder and under the other
Loan Documents shall be made to the Lender at its office at 111 West Monroe
Street, Chicago, Illinois (or at such other place as the Lender may specify) on
the date any such payment is due and payable. Payments received by the Lender
after 2:00 p.m. (Chicago time) shall be deemed received as of the opening of
business on the next Business Day. All such payments shall be made in lawful
money of the United States of America, in immediately available funds at the
place of payment, without set-off or counterclaim and without reduction for, and
free from, any and all present or future taxes, levies, imposts, duties, fees,
charges, deductions, withholdings, restrictions and conditions of any nature
imposed by any government or any political subdivision or taxing authority
thereof (but excluding any taxes imposed on or measured by the net income of the
Lender). No amount paid or prepaid on the Term Note may be reborrowed, and
partial prepayments of the Term Note shall be applied in the order of their
scheduled maturities. Prior to the occurrence of a Default or an Event of
Default, the Company may direct the application of all payments and prepayments
of the Term Note to 

                                      -23-
<PAGE>
 
the relevant Portions then outstanding. After the occurrence of a Default or an
Event of Default, unless the Company and the Lender agree otherwise, all
payments and prepayments of the Term Note shall be applied ratably to the
outstanding Portions thereof based on the principal amount of each such Portion
at the time of payment. Unless the Company otherwise directs, principal payments
of the Revolving Credit Notes shall be first applied to the applicable Domestic
Rate Portion until payment in full thereof, with any balance applied to the
relevant LIBOR Portions in the order in which their Interest Periods expire.

     Section 3.6.  Notations.; Each Loan made against a Note, the status of all
amounts evidenced by a Note as constituting part of the Domestic Rate Portion or
a Fixed Rate Portion, and, in the case of any Fixed Rate Portion, the rates of
interest and Interest Periods applicable to such Portions shall be recorded by
the Lender on its books and records or, at its option in any instance, endorsed
on a schedule to its Note and the unpaid principal balance and status, rates and
Interest Periods so recorded or endorsed by the Lender shall, absent manifest
error, be prima facie evidence in any court or other proceeding brought to
enforce such Note of the principal amount remaining unpaid thereon, the status
of the Loan or Loans evidenced thereby and the interest rates and Interest
Periods applicable thereto; provided that the failure of the Lender to record
any of the foregoing shall not limit or otherwise affect the obligation of the
Company to repay the principal amount of each Note together with accrued
interest thereon. Prior to any negotiation of a Note, the Lender shall record on
a schedule thereto the status of all amounts evidenced thereby as constituting
part of the applicable Domestic Rate Portion or a Fixed Rate Portion and, in the
case of any Fixed Rate Portion, the rates of interest and the Interest Periods
applicable thereto.

Section 4.   Definitions; Interpretation'.

     Section 4.1. Definitions.; The following terms when used herein shall have
the following meanings:

                                      -24-
<PAGE>
 
     "Adjusted LIBOR" means a rate per annum determined by the Lender in
accordance with the following formula:

                    Adjusted LIBOR =          LIBOR          
                                     -------------------------
                                            100%-Reserve Percentage

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

                                      -25-
<PAGE>
 
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Banker's
Association Interest Settlement Rates for U.S. Dollar deposits). Each
determination of LIBOR made by the Lender shall be conclusive and binding on the
Company absent manifest error.
 
     "Adjusted Net Income" means, with reference to any period, Net Income,
before extraordinary items (including, without limitation, for purposes of this
definition charges relating to SAIF recapitalization and the recapture of tax
bad debt reserves), of the Company and its Subsidiaries for such period computed
on a consolidated basis.

     "Adjusted Net Worth" means, at any time the same is to be determined, Net
Worth of the Company and its Subsidiaries determined on a consolidated basis
minus the sum of (i) investments in, and loans and advances to, MAF Developments
and (ii) goodwill associated with Mid America.

     "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise.

     "Agreement" means this Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.

     "Application" is defined in Section 1.3 hereof.

     "Authorized Representative" means those persons shown on the list of
officers provided by the Company pursuant to Section 6.2(a) hereof or on any
update of any such list provided by the Company to the Lender, or any further or
different officer 

                                      -26-
<PAGE>
 
of the Company so named by any Authorized Representative of the Company in a
written notice to the Lender.

     "Banking Subsidiary" means any Subsidiary of the Company which is a bank or
thrift organized under the laws of the United States of America or any state
thereof.

     "Business Day" means any day other than a Saturday or Sunday on which banks
are not authorized or required to close in Chicago, Illinois and, when used with
respect to LIBOR Portions, a day on which banks are also dealing in United
States Dollar deposits in London, England and Nassau, Bahamas.

     "Capital Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

     "Capitalized Lease Obligation" means the amount of the liability shown on
the balance sheet of any Person in respect of a Capital Lease determined in
accordance with GAAP.

     "Change of Control" means, during the 12-month period occurring after the
date of this Agreement and each 12-month period occurring thereafter,
individuals who at the beginning of such period were directors of the Company
shall cease for any reason to constitute a majority of the board of directors of
the Company; provided that the two members of the board of directors of the
Company appointed in connection with the N.S. Acquisition at or about the
initial funding of Loans hereunder shall, for purposes hereof, be deemed to have
been members of the Company's board of directors on the date of this Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

     "Commitments" means and includes the Revolving Credit Commitment and the
Term Loan Commitment.

     "Company" is defined in the introductory paragraph hereof.

                                      -27-
<PAGE>
 
     "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or application for a letter of credit.

     "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

     "Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

     "Domestic Rate" means, for any day, the rate of interest announced by the
Lender from time to time as its prime commercial rate, as in effect on such day
(it being understood and agreed that such rate may not be the Lender's best or
lowest rate).

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

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

     "Event of Default" means any event or condition identified as such in
Section 8.1 hereof.

     "Fixed Rate Portions" means and includes the LIBOR Portions and the
Treasury Rate Portions.

     "GAAP" means generally accepted accounting principles as in effect from
time to time, applied by the Company and its 

                                      -28-
<PAGE>
 
Subsidiaries on a basis consistent with the preparation of the Company's most
recent financial statements furnished to the Lender pursuant to Section 5.5
hereof.

     "Indebtedness for Borrowed Money" means for any Person (without
duplication) (i) all indebtedness created, assumed or incurred in any manner by
such Person representing money borrowed (including by the issuance of debt
securities), (ii) all indebtedness for the deferred purchase price of property
or services (other than trade accounts payable arising in the ordinary course of
business), (iii) all indebtedness secured by any Lien upon Property of such
Person, whether or not such Person has assumed or become liable for the payment
of such indebtedness, (iv) all Capitalized Lease Obligations of such Person,
(v) all Contingent Obligations of such Person, (vi) all obligations of such
Person on or with respect to letters of credit, bankers' acceptances and other
extensions of credit whether or not representing obligations for borrowed money,
and (vii) Permitted Banking Subsidiary Indebtedness of such Person.

     "Interest Period" means, with respect to any LIBOR Portion, the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such LIBOR Portion and ending 1, 2 or 3 months thereafter as
selected by the Company in its notice as provided herein; provided that, all of
the foregoing provisions relating to Interest Periods are subject to the
following:

          (i)  if any Interest Period would otherwise end on a day which is not
     a Business Day, that Interest Period shall be extended to the next
     succeeding Business Day, unless the result of such extension would be to
     carry such Interest Period into another calendar month in which event such
     Interest Period shall end on the immediately preceding Business Day;

         (ii)  no Interest Period may extend beyond the final maturity date of
     the relevant Note;

                                      -29-
<PAGE>
 
        (iii)  the interest rate to be applicable to each Portion for each
     Interest Period shall apply from and including the first day of such
     Interest Period to but excluding the last day thereof; and

         (iv)  no Interest Period may be selected if after giving effect thereto
     the Company will be unable to make a principal payment scheduled to be made
     during such Interest Period without paying part of a LIBOR Portion on a
     date other than the last day of the Interest Period applicable thereto.

     For purposes of determining an Interest Period, a month means a period
     starting on one day in a calendar month and ending on a numerically
     corresponding day in the next calendar month, provided, however, if an
     Interest Period begins on the last day of a month or if there is no
     numerically corresponding day in the month in which an Interest Period is
     to end, then such Interest Period shall end on the last Business Day of
     such month.
 
     "Lender" is defined in the introductory paragraph hereof.

     "Letter of Credit" is defined in Section 1.3 hereof.

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

     "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

     "Loan Documents" means this Agreement, the Notes, the Applications, and
each other instrument or document to be delivered hereunder or thereunder or
otherwise in connection therewith.

     "Loans" means and includes Revolving Credit Loans and the Term Loan.

                                      -30-
<PAGE>
 
     "MAF Developments" means MAF Developments, Inc., an Illinois corporation,
and its successors and assigns.

     "Merger" means, collectively, the merger of N.S. with and into the Company,
with the Company surviving the merger, and the merger of Northwestern Savings
Bank with and into Mid America, with Mid America surviving the merger.

     "Merger Documents" means the Amended and Restated Agreement and Plan of
Reorganization, dated as of November 29, 1995, between the Company and N.S., and
all other instruments and documents executed and delivered in connection
therewith and the consummation of the Merger described therein.

     "Mid America" means Mid America Federal Savings Bank, a federally chartered
savings bank.

     "N.S." means N.S. Bancorp, Inc., a Delaware corporation.

     "N.S. Bancorp Acquisition" means the acquisition by the Company of N.S. and
its subsidiaries pursuant to the Merger Documents.

     "Net Income" means, with reference to a Person for any period, the net
income (or net loss) of such Person for such period, computed in accordance with
GAAP.

     "Net Worth" means, with reference to any Person at any time the same is to
be determined, the total shareholders' equity (including capital stock,
additional paid-in capital and retained earnings after deducting treasury stock,
but excluding any minority interests in subsidiaries) which would appear on the
balance sheet of such Person determined in accordance with GAAP or, when such
term is used with respect to the Tangible Capital Ratio of a Banking Subsidiary,
regulatory accounting principles of the applicable bank or thrift regulatory
authority.

     "Non-Performing Assets" means with reference to any Person, as of any time
the same is to be determined, the sum of all non-performing assets of such
Person as determined in accordance with 

                                      -31-
<PAGE>
 
regulatory accounting principles applicable to such Person, but in any event
including, without limitation, (i) loans or other extensions of credit on which
any payment (whether principal or interest or otherwise) is not made within 90
days of its original due date, (ii) loans which have been placed on a non-
accrual basis, (iii) loans restructured so as to not bear interest at a then
market rate or so that other terms thereof have been compromised, and (iv)
property acquired by repossession or foreclosure and, without duplication,
property acquired pursuant to in-substance foreclosure.

     "Notes" means and includes the Revolving Credit Note and the Term Note.

     "Obligations" means all obligations of the Company to pay principal and
interest on the Loans, all reimbursement obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment
obligations of the Company arising under or in relation to any Loan Document, in
each case whether now existing or hereafter arising, due or to become due,
direct or indirect, absolute or contingent, and howsoever evidenced, held or
acquired.

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

     "Permitted Banking Subsidiary Indebtedness" means obligations incurred by
any Banking Subsidiary in the ordinary course of business in such circumstances
as may be incidental or usual in carrying on the banking or trust business of a
bank, thrift or trust company incurred in accordance with applicable laws and
regulations and safe and sound banking practices.

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.

     "Plan" means any employee pension benefit plan covered by Title IV of ERISA
or subject to the minimum funding standards 

                                      -32-
<PAGE>
 
under Section 412 of the Code that either (i) is maintained by a member of the
Controlled Group for employees of a member of the Controlled Group, or (ii) is
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions.

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

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

     "Revolving Credit" is defined in Section 1.1 hereof.

     "Revolving Credit Commitment" means $10,000,000, as such amount may be
reduced pursuant hereto.

     "Revolving Credit Loan" is defined in Section 1.2 hereof.

     "Revolving Credit Note" is defined in Section 1.2 hereof.

     "Revolving Credit Termination Date" means January 25, 1997, or such earlier
date on which the Revolving Credit Commitment is terminated in whole pursuant to
Section 3.3, 3.4, 8.2 or 8.3 hereof.

     "Subordinated Debt" means indebtedness for borrowed money of the Company
owing pursuant to the terms of that certain Indenture dated as of September 27,
1995, between the Company and Harris Trust and Savings Bank, as trustee, and any
other indebtedness for borrowed money of the Company owing to any other Person
or group of Persons on substantially the same terms and conditions or on such
other terms and conditions which are reasonably acceptable to the Lender, which
is subordinated (subject to applicable standstill provisions) in right of
payment to the prior payment in full of the Obligations.

                                      -33-
<PAGE>
 
     "Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Company, by one or more of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.

     "Tangible Capital" means, at any time the same is to be determined, for any
Banking Subsidiary, Net Worth of such Banking Subsidiary minus intangible assets
of such Banking Subsidiary (excluding, however, from the determination of
intangible assets investments of such Banking Subsidiary in any of its real
estate subsidiaries to the extent characterized as an intangible asset).

     "Tangible Capital Ratio" means, at any time the same is to be determined,
for any Banking Subsidiary, the ratio of (i) Tangible Capital of such Banking
Subsidiary to (ii) total assets minus intangible assets of such Banking
Subsidiary, all as defined and determined, except as otherwise provided herein,
from time to time by applicable bank or thrift regulatory authorities.

     "Term Loan" is defined in Section 1.4 hereof.

     "Term Loan Commitment" means $40,000,000.

     "Term Note" is defined in Section 1.4 hereof.

     "Treasury Rate" means a rate per annum determined by the Lender on the date
on which the Term Loan, or any part thereof, is to be created as, or converted
into, a Treasury Rate Portion to be the average of the yields to maturity,
expressed on a bond equivalent basis, which two leading United States government
securities dealers of recognized standing selected by the Lender reasonably
estimate to be the highest yield the Lender could have obtained if it had
purchased on such day United States Treasury Bonds, Notes or Bills with a
maturity nearest to December 31, 2003, or seven years after the making thereof,
whichever is less, and in an amount comparable to the Treasury Rate Portion
selected by the Company to be outstanding and being traded in the secondary
market in reasonable volume at a price reasonably close to par, all in
accordance with United States domestic practice 

                                      -34-
<PAGE>
 
prevailing as of such date. The determination of the Treasury Rate by the Lender
in accordance with this paragraph shall be conclusive and binding on the Company
except in the case of manifest error.

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

     "Unfunded Vested Liabilities" means, for any Plan at any time, the amount
(if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

     "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

     "Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued and
outstanding shares of capital stock (other than directors' qualifying shares as
required by law) or other equity interests are owned by the Company and/or one
or more Wholly-Owned Subsidiaries within the meaning of this definition.

     Section 4.2.  Interpretation.  The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof", "herein", and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois time unless otherwise specifically provided. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the
specific provisions of this Agreement.

                                      -35-
<PAGE>
 
Section 5.     Representations and Warranties.
 
     At the time the Company requests the initial extension of credit under this
Agreement and at all times thereafter in accordance with Section 6.1 hereof, the
Company represents and warrants to the Lender as follows:

     Section 5.1.  Organization and Qualification.  The Company is duly
organized, validly existing and in good standing as a corporation under the laws
of the State of Delaware, has full and adequate corporate power to own its
Property and conduct its business as now conducted, and is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the
business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to so qualify
will not have a material adverse effect on the financial condition, Properties,
business or operations of the Company. Without limiting the generality of the
foregoing, the Company is a savings and loan holding company and, as such, the
Company has received all necessary approvals from, and has filed all necessary
reports with, all applicable federal and state regulatory authorities.

     Section 5.2.  Subsidiaries.  Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to so qualify
will not have a material adverse effect on the financial condition, Properties,
business or operations of such Subsidiary. Schedule 5.2 hereto identifies each
Subsidiary, the jurisdiction of its incorporation or organization, as the case
may be, the percentage of issued and outstanding shares of each class of its
capital stock or other equity interests owned by the Company and the
Subsidiaries and, if such percentage is not 100% (excluding directors'
qualifying shares as required by law), a description of each class of its

                                      -36-
<PAGE>
 
authorized capital stock and other equity interests and the number of shares of
each class issued and outstanding, in each case after giving effect to the
Merger. All of the outstanding shares of capital stock and other equity
interests of each Subsidiary are validly issued and outstanding and fully paid
and nonassessable and all such shares and other equity interests indicated on
Schedule 5.2 as owned by the Company or a Subsidiary are or will be owned
immediately after giving effect to the Merger, beneficially and of record, by
the Company or such Subsidiary free and clear of all Liens. There are no
outstanding commitments or other obligations of any Subsidiary to issue, and no
options, warrants or other rights of any Person to acquire, any shares of any
class of capital stock or other equity interests of any Subsidiary, except as
disclosed on Schedule 5.2 hereof.

     Section 5.3.  Corporate Authority and Validity of Obligations.  The
Company has full right and authority to enter into this Agreement and the other
Loan Documents, to make the borrowings herein provided for, to issue its Notes
in evidence thereof, and to perform all of its obligations hereunder and under
the other Loan Documents. The Loan Documents delivered by the Company have been
duly authorized, executed and delivered by the Company and constitute valid and
binding obligations of the Company enforceable in accordance with their terms
except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether the application of such principles
is considered in a proceeding in equity or at law); and this Agreement and the
other Loan Documents do not, nor does the performance or observance by the
Company of any of the matters and things herein or therein provided for,
contravene or constitute a default under any provision of law or any judgment,
injunction, order or decree binding upon the Company or any provision of the
charter, articles of incorporation or by-laws of the Company or any covenant,
indenture or agreement of or affecting the Company or any of its Properties, or
result in the creation or imposition of any Lien on any Property of the Company.

                                      -37-
<PAGE>
 
     Section 5.4.  Use of Proceeds; Margin Stock.  The Company shall use the
proceeds of (i) the Revolving Credit Loans and Letters of Credit made available
hereunder for general working capital purposes and (ii) the Term Loan to finance
the N.S. Bancorp Acquisition. No part of the proceeds of any Revolving Credit
Loan or Letter of Credit made hereunder will be used to purchase or carry any
margin stock (within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System), or to extend credit to others for the purpose of
purchasing or carrying any such margin stock. No part of the proceeds of the
Term Loan will be used to purchase or carry any margin stock (as defined above),
or to extend credit to others for the purpose of purchasing or carrying any such
margin stock, in violation of such Regulation U. After giving effect to the
Merger, margin stock (as defined above) constitutes less than 25% of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale, pledge, or other restriction hereunder.

     Section 5.5.  Financial Reports.  (a) The consolidated balance sheet of the
Company and its Subsidiaries as of June 30, 1995, and the related consolidated
statements of income, retained earnings and cash flows of the Company and its
Subsidiaries for the fiscal year then ended, and accompanying notes thereto,
which financial statements are accompanied by the audit report of KPMG Peat
Marwick, independent public accountants, and the unaudited interim consolidated
balance sheet of the Company and its Subsidiaries as of March 31, 1996, and the
related consolidated statements of income, retained earnings and cash flows of
the Company and its Subsidiaries for the nine (9) months then ended, heretofore
furnished to the Lender, fairly present the consolidated financial condition of
the Company and its Subsidiaries as at said dates and the consolidated results
of their operations and cash flows for the periods then ended in conformity with
generally accepted accounting principles applied on a consistent basis, subject
to year-end audit adjustments in the case of such interim financial statements.

       (b) To the best of the Company's knowledge, the financial statements of
N.S. and its subsidiaries referred to in the Joint 

                                      -38-
<PAGE>
 
Proxy Statement of the Company and N.S. and Prospectus of the Company dated
April 25, 1996, fairly present the consolidated financial condition of N.S. and
its subsidiaries and the consolidated results of their operations and cash flows
as of the dates of such statements in conformity with generally accepted
accounting principles applied on a consistent basis, subject to year-end audit
adjustments in the case of interim financial statements.

       (c) Neither the Company nor any Subsidiary has contingent liabilities
which are material to the Company and its Subsidiaries on a consolidated basis
other than as indicated on the financial statements referred to in clause (a)
above and, to the best of the Company's knowledge, neither N.S. nor any of its
subsidiaries has contingent liabilities which are material to N.S. and its
subsidiaries on a consolidated basis other than as indicated on the financial
statements referred to in clause (b) above or, in all cases, with respect to
future periods, on the financial statements furnished pursuant to Section 7.5
hereof.

     Section 5.6.  No Material Adverse Change.  Since March 31, 1996, there has
been no material adverse change in the condition (financial or otherwise) or
business prospects of the Company and its Subsidiaries taken as a whole and, to
the best of the Company's knowledge, there has been no material adverse change
in the condition (financial or otherwise) or business prospects of N.S. and its
subsidiaries taken as a whole.

     Section 5.7.  Full Disclosure.  The statements and information furnished to
the Lender in connection with the negotiation of this Agreement and the other
Loan Documents and the commitments by the Lender to provide all or part of the
financing contemplated hereby do not contain any untrue statements of a material
fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading, the Lender acknowledging that as to any
projections furnished to the Lender, the Company only represents that the same
were prepared on the basis of information and estimates the Company believed to
be reasonable.

                                      -39-
<PAGE>
 
     Section 5.8.  Good Title.  The Company and its Subsidiaries each have good
and defensible title to their assets as reflected on the most recent
consolidated balance sheet of the Company and its Subsidiaries furnished to the
Lender (except for assets and Properties disposed of in the ordinary course of
business and assets subject to Liens which, individually and in the aggregate,
do not have a material adverse effect on the financial condition, Properties,
business or operations of the Company or any Subsidiary) and, in the case of
assets consisting of stock or other equity interests in Subsidiaries, subject to
no Liens.

     Section 5.9.  Litigation and Other Controversies.  There is no litigation
or governmental proceeding or labor controversy pending, nor to the knowledge of
the Company threatened, against the Company or any Subsidiary which if adversely
determined would (a) impair the validity or enforceability of, or impair the
ability of the Company to perform its obligations under, this Agreement or any
other Loan Document or (b) result in any material adverse change in the
financial condition, Properties, business or operations of the Company or any
Subsidiary.

     Section 5.10.  Taxes.  All tax returns required to be filed by the Company
or any Subsidiary in any jurisdiction have, in fact, been filed, and all taxes,
assessments, fees and other governmental charges upon the Company or any
Subsidiary or upon any of their respective Properties, income or franchises,
which are shown to be due and payable in such returns, have been paid, except
for taxes, assessments, fees and other governmental charges being contested in
good faith and for which adequate reserves therefor have been established on the
books of the Company or any Subsidiary, as applicable. The Company does not know
of any proposed additional tax assessment against it or its Subsidiaries under
applicable tax laws in effect at the time this representation is made or deemed
made for which adequate provision in accordance with GAAP has not been made on
its accounts. Adequate provisions in accordance with GAAP for taxes on the books
of the Company and each Subsidiary have been made for all open years, and for
its current fiscal period.

                                      -40-
<PAGE>
 
     Section 5.11.  Approvals.  No authorization, consent, license, or exemption
from, or filing or registration with, any court or governmental department,
agency or instrumentality, nor any approval or consent of the stockholders of
the Company or any other Person, is or will be necessary to the valid execution,
delivery or performance by the Company of this Agreement or any other Loan
Document, except for such consents and approvals which have been or will be
obtained prior to the initial extension of credit made under this Agreement.

     Section 5.12.  Affiliate Transactions.  Neither the Company nor any
Subsidiary is a party to any contracts or agreements with any of its Affiliates
on terms and conditions which are less favorable to the Company or such
Subsidiary than would be usual and customary in similar contracts or agreements
between Persons not affiliated with each other.

     Section 5.13.  Investment Company; Public Utility Holding Company.  Neither
the Company nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

     Section 5.14.  ERISA.  To the best of the Company's knowledge, the Company
and each other member of its Controlled Group has fulfilled its obligations
under the minimum funding standards of and is in compliance in all material
respects with ERISA and the Code to the extent applicable to it and has not
incurred any liability to the PBGC or a Plan under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA. Neither the
Company nor any Subsidiary has any material contingent liabilities with respect
to any post-retirement benefits under a Welfare Plan, other than liability for
continuation coverage described in article 6 of Title I of ERISA.

     Section 5.15.  Compliance with Laws.  To the best of the Company's
knowledge, the Company and each of its Subsidiaries are in compliance with the
requirements of all federal, state and 

                                      -41-
<PAGE>
 
local laws, rules and regulations applicable to or pertaining to their
Properties or business operations, non-compliance with which could have a
material adverse effect on the financial condition, Properties, business or
operations of the Company or any Subsidiary. Neither the Company (or any of its
directors or officers) nor any Banking Subsidiary (or any of its directors or
officers) is a party to, or subject to, any agreement with, or directive or
order issued by, any federal or state bank or thrift regulatory authority which
imposes restrictions or requirements on it which are not generally applicable to
banks or thrifts, or their holding companies (other than the effect of the
Federal Deposit Insurance Corporation's "needs to improve" rating given to
Northwestern Savings Bank in effect prior to the Merger); and no action or
administrative proceeding is pending or, to the Company's knowledge, threatened
against the Company or any Banking Subsidiary or any of their directors or
officers which seeks to impose any such restriction or requirement. Neither the
Company nor any Subsidiary has received written notice to the effect that its
operations are not in compliance with any of the requirements of applicable
federal, state or local environmental, health and safety statutes and
regulations or are the subject of any governmental investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action could have a material adverse effect on the financial condition,
Properties, business or operations of the Company or any Subsidiary.

     Section 5.16.  Other Agreements.  Neither the Company nor any Subsidiary is
in default under the terms of any covenant, indenture or agreement of or
affecting the Company, any Subsidiary or any of their Properties, which default
if uncured would have a material adverse effect on the financial condition,
Properties, business or operations of the Company or any Subsidiary.

     Section 5.17.  Merger.  The Company and Mid America each have full right
and authority to enter into the Merger Documents executed by it and, prior to
the Company's request for the initial extension of credit to be made under this
Agreement and 

                                      -42-
<PAGE>
 
at all times thereafter, to perform its obligations under, and consummate the
transactions described in, the Merger Documents executed by it. The Merger
Documents have been duly authorized, executed, and delivered by the Company and
Mid America and constitute valid and binding obligations of the Company and Mid
America enforceable against them in accordance with their respective terms,
except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether the application of such principles
is considered in a proceeding in equity or at law); and the Merger Documents do
not, nor will the performance or observance by the Company or Mid America of any
of the matters or things therein provided for, after giving effect to the
required consents and approvals referred to in Section 5.11 hereof, contravene
or constitute default under any provision of law or any judgment, injunction,
order or decree binding upon the Company or Mid America or any provision of the
charter, articles of incorporation, or by-laws of the Company or Mid America or
any covenant, indenture, or agreement of or affecting the Company or Mid America
or any of their Properties, or result in the creation or imposition of any Lien
on any Property of the Company or Mid America. Prior to or concurrently with the
Company requesting the initial extension of credit under this Agreement, all
conditions to the Merger shall have been satisfied (including, without
limitation, all necessary shareholder and governmental consents), all filings
and other matters necessary to make the Merger effective shall have been done
and performed, and the Merger shall have become effective in accordance with the
terms of the Merger Documents.

     Section 5.18.  No Default.  No Default or Event of Default has occurred and
is continuing.

Section 6.     Conditions Precedent.
 
     The obligation of the Lender to make any Loan or to issue any Letter of
Credit under this Agreement is subject to the following conditions precedent:

                                      -43-
<PAGE>
 
     Section 6.1.  All Advances.  As of the time of the making of each extension
of credit (including the initial extension of credit) hereunder:

          (a)  each of the representations and warranties set forth in Section 5
     hereof and in the other Loan Documents shall be true and correct in all
     material respects as of such time, except to the extent the same expressly
     relate to an earlier date;

          (b)  no Default or Event of Default shall have occurred and be
     continuing or would occur as a result of making such extension of credit;

          (c)  after giving effect to such extension of credit the aggregate
     principal amount of all Revolving Credit Loans and Letters of Credit
     outstanding under this Agreement shall not exceed the Revolving Credit
     Commitment then in effect;

          (d)  in the case of the issuance of any Letter of Credit, the Lender
     shall have received a properly completed Application therefor together with
     the fees called for hereby; and

          (e)  such extension of credit shall not violate any order, judgment or
     decree of any court or other authority or any provision of law or
     regulation applicable to the Lender (including, without limitation,
     Regulation U of the Board of Governors of the Federal Reserve System) as
     then in effect.

The Company's request for any Loan or Letter of Credit shall constitute its
warranty as to the facts specified in subsections (a) through (d), both
inclusive, above.

     Section 6.2.  Initial Advance.  At or prior to the making of the initial
extension of credit hereunder, the following conditions precedent shall also
have been satisfied:

                                      -44-
<PAGE>
 
          (a)  the Lender shall have received the following (each to be properly
     executed and completed) and the same shall have been approved as to form
     and substance by the Lender:

               (i)  the Notes;

              (ii)  copies (executed or certified, as may be appropriate) of all
          legal documents or proceedings taken in connection with the execution
          and delivery of this Agreement and the other Loan Documents to the
          extent the Lender or its counsel may reasonably request;

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

              (iv)  an arrangement fee letter.

          (b)  the Lender shall have received for itself the initial fees called
     for hereby;

          (c)  the Lender shall have received the favorable written opinion of
     counsel for the Company in substantially the form attached hereto as
     Exhibit D-1 (which opinion letter shall be addressed to the Lender);

          (d)  the Lender shall have received the favorable written opinion of
     counsel for the Company in substantially the form attached hereto as
     Exhibit D-2 (which opinion letter shall either be addressed to the Lender
     or which, by its terms, expressly states the Lender is entitled to rely on
     the opinion letter in extending credit to the Company);

          (e)  the Lender shall have been furnished copies, certified as being
     true and correct by the Secretary or other officer of the Company
     acceptable to the Lender, of (i) the Joint Proxy and Prospectus stated
     April 25, 1996, and all amendments and supplements thereto, (ii) the
     Amended and Restated Agreement and Plan of Reorganization between 

                                      -45-
<PAGE>
 
     the Company and N.S., and all amendments and supplements thereto, (iii) the
     file-stamped copy of the Certificate of Merger filed with and approved by
     the Delaware Secretary of State as to the merger of N.S. with and into the
     Company, (iv) the notice letter to NASDAQ effectuating the delisting of
     N.S. common stock, (v) approval letters as to the Merger from the Office of
     Thrift Supervision and Illinois Commissioner of Savings and Residential
     Finance, (vi) waiver letter from the Federal Reserve Board, (vii) a no
     action letter from the Federal Deposit Insurance Corporation as to the
     Merger, (viii) evidence of shareholder approval of the Merger from the
     shareholders of the Company and of N.S., (ix) the file-stamped copy of the
     Certificate of Merger filed with and approved by the Illinois Commissioner
     of Savings and Residential Finance as to the merger of Northwestern Savings
     Bank with and into Mid America, (x) certified copies of the Resolutions
     adopted by the Board of Directors of the Company and of N.S. authorizing
     the execution, delivery, and performance of the Merger Documents and the
     consummation of the transaction contemplated thereby, and (xi) the opinion
     letter delivered by counsel to N.S. to the Company with respect to the
     Merger;

          (f)  the Lender shall have received a good standing certificate for
     the Company (dated as of the date no earlier than 30 days prior to the date
     hereof) from the office of the secretary of state of the state of its
     incorporation and each state in which it is qualified to do business as a
     foreign corporation, and a certificate from the Office of Thrift
     Supervision as to the registration of the Company as a savings and loan
     holding company;

          (g)  the Lender shall have been furnished a statement by the Company
     as to the sources and uses of cash required to finance the Merger;

          (h)  by signing in the space provided for that purpose below, the
     parties agree that the $15,000,000 revolving line of credit established
     under that certain Credit Agreement dated as of January 26, 1995, between
     the Company and the 

                                      -46-
<PAGE>
 
     Bank, the loans outstanding under which are evidenced by that certain
     promissory note of the Company dated January 26, 1995, payable to the order
     of the Bank in the principal amount of $15,000,000 (the "Prior Note"), will
     be, effective upon the making of the initial extension of credit hereunder,
     terminated and no further borrowings may be made thereunder, and any loans
     outstanding and evidenced by the Prior Note shall be repaid in full on the
     date thereof; and

          (i)  the Company shall have, as of the date of the initial extension
     of credit under this Agreement, Net Worth of the Company and its
     Subsidiaries determined on a consolidated basis in an amount not less than
     the difference between (x) $220,000,000 minus (y) the difference between
     $40,000,000 minus the original Term Loan amount.


Section 7.     Covenants.
 
     The Company agrees that, at the time the initial extension of credit is
made to the Company under this Agreement and thereafter so long as any credit is
available to or in use by the Company hereunder, except to the extent compliance
in any case or cases is waived in writing by the Lender:

     Section 7.1.  Maintenance of Business.  The Company shall, and shall cause
each Subsidiary to, preserve and maintain its existence; provided, however, that
nothing in this Section shall prevent the Company from dissolving any Subsidiary
(other than a Banking Subsidiary or MAF Developments) if such action is, in the
judgment of the Company, desirable in the conduct of its business and is not
disadvantageous in any material respect to the Lender. The Company shall, and
shall cause each Subsidiary to, preserve and keep in force and effect all
licenses, permits and franchises necessary to the proper conduct of its
business; provided, however, that nothing in this Section shall prevent the
Company or any Subsidiary (other than a Banking Subsidiary or MAF Developments)
from permitting any license, permit or franchise to lapse if such action is, in
the judgment of the Company, desirable in the conduct of its business and is not
disadvantageous in any material respect to the Lender.

                                      -47-
<PAGE>
 
     Section 7.2.  Maintenance of Properties.  The Company shall maintain,
preserve and keep its property, plant and equipment in good repair, working
order and condition (ordinary wear and tear excepted) and shall from time to
time make all needful and proper repairs, renewals, replacements, additions and
betterments thereto so that at all times the efficiency thereof shall be
preserved and maintained in all material respects, and shall cause each
Subsidiary to do so in respect of Property owned or used by it; provided,
however, that nothing in this Section shall prevent (a) the Company or any
Subsidiary (other than a Banking Subsidiary or MAF Developments) from
discontinuing the operation and maintenance of any of its properties if such
discontinuation is, in the judgment of the Company, desirable in the conduct of
its business and is not disadvantageous in any material respect to the Lender or
(b) any Banking Subsidiary from closing or selling a branch office if such
closing or sale is, in the judgment of the Company, desirable in the conduct of
its business and is not disadvantageous in any material respect to the Lender.

     Section 7.3.  Taxes and Assessments.  The Company shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees and governmental charges upon or against it or its
Properties, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and adequate reserves are provided therefor.

     Section 7.4.  Insurance.  The Company shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Company shall insure, and shall cause each Subsidiary to
insure, such other hazards and risks (including employers' and public liability
risks) with good and responsible insurance companies as and to the extent
usually 

                                      -48-
<PAGE>
 
insured by Persons similarly situated and conducting similar businesses. The
Company shall upon request furnish to the Lender a certificate setting forth in
summary form the nature and extent of the insurance maintained pursuant to this
Section.

     Section 7.5.  Financial Reports.  The Company shall, and shall cause each
Subsidiary to, maintain a standard system of accounting in accordance with GAAP
and shall furnish to the Lender and its duly authorized representatives, subject
to Section 9.9 hereof, such information respecting the business and financial
condition of the Company and its Subsidiaries (including non-financial
information and examination reports and supervisory letters to the extent
permitted by applicable regulatory authorities) as the Lender may reasonably
request; and without any request, shall furnish to the Lender:

          (a)  as soon as available, and in any event within 50 days after the
     close of each fiscal quarter of the Company, a copy of the consolidated
     balance sheet of the Company and its Subsidiaries as of the last day of
     such period and the consolidated statements of income of the Company and
     its Subsidiaries for the quarter and for the fiscal year-to-date period
     then ended and the consolidated statements of stockholders' equity and cash
     flows for the fiscal year-to-date period then ended, each in reasonable
     detail showing in comparative form the figures for the corresponding date
     and period in the previous fiscal year, prepared by the Company in
     accordance with GAAP (subject to year-end audit adjustments and the absence
     of footnote disclosures) and certified to by the President or chief
     financial officer of the Company;

          (b)  as soon as available, and in any event within 120 days after the
     close of each fiscal year of the Company, a copy of the consolidated
     balance sheet of the Company and its Subsidiaries as of the close of such
     fiscal year and the consolidated statements of income, retained earnings
     and cash flows of the Company and its Subsidiaries for such fiscal year,
     and accompanying notes thereto, each in reasonable detail showing in
     comparative form the figures 

                                      -49-
<PAGE>
 
  for the previous fiscal year, accompanied by an unqualified opinion thereon of
  KPMG Peat Marwick or another firm of independent public accountants of
  recognized national standing selected by the Company, to the effect that the
  financial statements have been prepared in accordance with GAAP and present
  fairly in accordance with GAAP the consolidated financial condition of the
  Company and its Subsidiaries as of the close of such fiscal year and the
  results of their operations and cash flows for the fiscal year then ended and
  that an examination of such accounts in connection with such financial
  statements has been made in accordance with generally accepted auditing
  standards and, accordingly, such examination included such tests of the
  accounting records and such other auditing procedures as were considered
  necessary in the circumstances;

     (c) as soon as available, and in any event within 50 days after the close
  of each fiscal quarter of each Banking Subsidiary, all call reports and other
  financial statements required to be delivered by such Banking Subsidiary to
  any governmental authority or authorities having jurisdiction over such
  Banking Subsidiary and all schedules thereto;

     (d) promptly after receipt thereof, any additional written reports,
  management letters or other detailed information contained in writing
  concerning significant aspects of the Company's or any Subsidiary's operations
  and financial affairs given to it by its independent public accountants;

     (e) promptly upon the furnishing thereof to the shareholders of the
  Company, copies of all financial statements, reports and proxy statements so
  furnished;

     (f) promptly upon the filing thereof, copies of all registration
  statements, Form 10-K, Form 10-Q and Form 8-K reports and proxy statements
  which the Company or any of its Subsidiaries file with the Securities and
  Exchange Commission;

                                      -50-
<PAGE>
 
     (g) promptly upon the receipt or execution thereof, (i) notice by the
  directive from any federal or state regulatory agency which requires it to
  submit a capital maintenance or restoration plan or restricts the payment of
  dividends by any Banking Subsidiary to the Company or (2) it has submitted a
  capital maintenance or restoration plan to any federal or state regulatory
  agency or has entered into a memorandum or agreement with any such agency,
  including, without limitation, any agreement which restricts the payment of
  dividends by any Banking Subsidiary to the Company or otherwise imposes
  restrictions or requirements on it which are not generally applicable to banks
  or thrifts or their holding companies, and (ii) copies of any such plan,
  memorandum, or agreement, unless disclosure is prohibited by the terms thereof
  and, after the Company or such Banking Subsidiary has in good faith attempted
  to obtain the consent of such regulatory agency, such agency will not consent
  to the disclosure of such plan, memorandum, or agreement to the Lender;

     (h) prompt written notice of a Change of Control; and

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

Each of the financial statements furnished to the Lender pursuant to
subsections (a) and (b) of this Section shall be accompanied by a written
certificate in the form attached hereto as Exhibit C signed by the President or
chief financial officer of the Company to the effect that to the best of such
officer's knowledge and belief no Default or Event of Default has occurred
during the period covered by such statements or, if any such Default or 

                                      -51-
<PAGE>
 
Event of Default has occurred during such period, setting forth a description of
such Default or Event of Default and specifying the action, if any, taken by the
Company to remedy the same. Such certificate shall also set forth the
calculations supporting such statements with respect to Sections 7.7, 7.9, 7.10,
and 7.11 of this Agreement.

     Section 7.6. Inspection;. Subject to Section 9.9 hereof, the Company shall,
and shall cause each Subsidiary to, permit the Lender and its duly authorized
representatives and agents to visit and inspect any of the Properties, corporate
books and financial records of the Company and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Company
and each Subsidiary, and to discuss the affairs, finances and accounts of the
Company and each Subsidiary with, and to be advised as to the same by, its
officers, employees and independent public accountants (and by this provision
the Company hereby authorizes such accountants to discuss with the Lender the
finances and affairs of the Company and of each Subsidiary) at such reasonable
times and reasonable intervals as the Lender may designate; provided, however,
that neither the Company nor any Subsidiary shall be required to make available
to the Lender any customer lists or other proprietary information unless such
information is required by the Lender to determine the financial condition of
the Company or any Subsidiary or to determine the ability of the Company to meet
its obligations hereunder.

     Section 7.7. Non-Performing Assets;. The Company shall, as of the last day
of each fiscal quarter, maintain on a consolidated basis with its Subsidiaries,
and shall cause each Banking Subsidiary to maintain as of such day on a
consolidated basis with its subsidiaries, a ratio (a) of Non-Performing Assets
of the Company or such Banking Subsidiary on a consolidated basis, as the case
may be, to (b) the sum of (i) stockholders' equity for the Company or core
capital for such Banking Subsidiary, as the case may be, plus (ii) loan loss
reserves established by the Company or such Banking Subsidiary, as the case may
be, on a consolidated basis in accordance with regulatory accounting 

                                      -52-
<PAGE>
 
principles applicable to the Company or such Banking Subsidiary, of not more
than .25 to 1.0.

     Section 7.8. Regulatory Capital Requirements;. (a) Each Banking Subsidiary
shall at all times be at least "well capitalized" as defined in the Federal
Deposit Insurance Corporation Improvement Act of 1991 and any regulations to be
issued thereunder, as such statute or regulations may each be amended or
supplemented from time to time.

       (b) The requirements described in subsection (a) above shall be computed
and determined in accordance with the rules and regulations as in effect from
time to time established by the rules and regulations as in effect from time to
time established by the appropriate governmental authority having jurisdiction
over the Company or such Banking Subsidiary.  In addition to the provisions set
forth above, the Company shall, and shall cause each Banking Subsidiary to,
comply with any and all capital guidelines and requirements as in effect from
time to time established by the relevant governmental authority or authorities
having jurisdiction over the Company or any Banking Subsidiary.

     Section 7.9. Tangible Capital Ratio;. If, as of the last day of any fiscal
quarter of Mid America, the Tangible Capital Ratio of Mid America is less than
 .07 to 1.0, then in that event the Company agrees to cause Tangible Capital of
Mid America to be increased over the immediately succeeding 12-month period by
an amount not less than 25% of Net Income of Mid America accrued over the same
period unless and until the Tangible Capital Ratio of Mid America increases to
an amount equal to or greater than .07 to 1.0.

     Section 7.10. Adjusted Net Worth;. The Company shall, as of the date hereof
and as of the last day of each fiscal quarter of the Company, maintain Adjusted
Net Worth of the Company and its Subsidiaries determined on a consolidated basis
in an amount not less than $150,000,000.

     Section 7.11. Adjusted Net Income;. As of the last day of each fiscal year
of the Company (commencing with the fiscal year 

                                      -53-
<PAGE>
 
beginning July 1, 1996), the Company shall have Adjusted Net Income for the year
then ended of not less than $15,000,000.

     Section 7.12. Indebtedness for Borrowed Money;. The Company shall not, nor
shall it permit any Subsidiary to, issue, incur, assume, create or have
outstanding any Indebtedness for Borrowed Money; provided, however, that the
foregoing shall not restrict nor operate to prevent:

          (a)  the Obligations of the Company owing to the Lender hereunder and
     under the other Loan Documents and any other indebtedness or obligations of
     the Company or any Subsidiary owing to the Lender;

          (b)  Permitted Banking Subsidiary Indebtedness;

          (c)  indebtedness of the Company or any Subsidiary owing to the
     Company or any Subsidiary;

          (d)  Contingent Obligations incurred with respect to the endorsement
     of instruments for deposit or collection in the ordinary course of
     business;

          (e)  Subordinated Debt of the Company in an aggregate principal amount
     not to exceed $27,600,000 at any one time outstanding;

          (f)  obligations of the Company or MAF Developments arising under or
     in connection with letters of credit issued by the Company or MAF
     Developments relating to land development activities of the Company or MAF
     Developments in an aggregate amount not to exceed $10,000,000 at any one
     time outstanding;

          (g)  currently outstanding indebtedness of the Company and of its
     Subsidiaries not otherwise permitted under this Section which is disclosed
     on Schedule 7.12(g) attached hereto; and

                                      -54-
<PAGE>
 
          (h)  unsecured indebtedness of the Company or any Subsidiary not
     otherwise permitted under this Section in an aggregate amount not to exceed
     $5,000,000 at any one time outstanding, except that, in the event the
     Revolving Credit Commitment is terminated in whole either at the Revolving
     Credit Termination Date or otherwise (except by virtue of an Event of
     Default), the limitation on additional indebtedness imposed by this Section
     7.12(h) shall be increased to $15,000,000 in the aggregate at any one time
     outstanding.

     Section 7.13.  Liens;.  The Company shall not, nor shall it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any
stock or other equity interest of any kind in any Subsidiary, whether now or
hereafter owned, directly or indirectly, by the Company or any other Subsidiary.

     Section 7.14. Mergers and Consolidations;. The Company shall not, nor shall
it permit any Banking Subsidiary or MAF Developments to, be a party to any
merger or consolidation in which the Company, the Banking Subsidiary or MAF
Developments is not the surviving entity unless, at or prior to the consummation
of any such event, the Obligations are paid in full and the Commitments are
terminated in full.

     Section 7.15. Maintenance of Subsidiaries;. The Company shall not assign,
sell or transfer, or permit any Banking Subsidiary or MAF Developments to issue,
assign, sell or transfer, any shares of capital stock of a Banking Subsidiary or
MAF Developments unless, at or prior to the consummation of any such event, the
Obligations are paid in full and the Commitments are terminated in full;
provided that the foregoing shall not operate to prevent the issuance, sale and
transfer to any person of any shares of capital stock of a Banking Subsidiary or
MAF Developments solely for the purpose of qualifying, and to the extent legally
necessary to qualify, such person as a director of such Banking Subsidiary or
MAF Developments.

     Section 7.16. Dividends and Certain Other Restricted Payments;. The Company
shall not during any fiscal year (a) declare or pay any dividends on or make any
other distributions in respect of 

                                      -55-
<PAGE>
 
any class or series of its capital stock (other than dividends payable solely in
its capital stock) or (b) directly or indirectly purchase, redeem or otherwise
acquire or retire any of its capital stock (collectively, "Restricted
Payments"); provided, however, that the Company may make any such Restricted
Payment so long as no Default or Event of Default then exists or would arise
after giving effect thereto.

     Section 7.17. Subordinated Debt;. The Company shall not amend or modify in
any material respect any of the terms and conditions relating to any
Subordinated Debt nor shall the Company make any voluntary prepayment thereof or
effect any voluntary redemption thereof or make any payment on account of any
Subordinated Debt which is prohibited under the terms of any instrument or
agreement subordinating the same to the Obligations.

     Section 7.18. ERISA;. The Company shall, and shall cause each Subsidiary
to, promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed might result in the
imposition of a Lien against any of its Properties. The Company shall, and shall
cause each Subsidiary to, promptly notify the Lender of (i) the occurrence of
any material adverse reportable event (as defined in ERISA) with respect to a
Plan, (ii) receipt of any notice from the PBGC of its intention to seek
termination of any Plan or appointment of a trustee therefor, (iii) its
intention to terminate or withdraw from any Plan, and (iv) the occurrence of any
event with respect to any Plan which would result in the incurrence by the
Company or any Subsidiary of any material liability, fine or penalty, or any
material increase in the contingent liability of the Company or any Subsidiary
with respect to any post-retirement Welfare Plan benefit.

     Section 7.19. Compliance with Laws;. The Company shall, and shall cause
each Subsidiary to, comply in all respects with the requirements of all federal,
state and local laws, rules, regulations, ordinances and orders applicable to or
pertaining to their Properties or business operations, non-compliance with which
could have a material adverse effect on the financial condition, Properties,
business or operations of the Company and 

                                      -56-
<PAGE>
 
its Subsidiaries taken as a whole or could result in a Lien upon any material
portion of their Property.

     Section 7.20. Burdensome Contracts With Affiliates;. The Company shall not,
nor shall it permit any Subsidiary to, enter into any material contract,
agreement or business arrangement with any of its Affiliates on terms and
conditions which are less favorable to the Company or such Subsidiary than would
be usual and customary in similar contracts, agreements or business arrangements
between Persons not affiliated with each other.

     Section 7.21. Change in the Nature of Business;. The Company shall not, and
shall not permit any Subsidiary to, engage in any business or activity if as a
result the general nature of the business of the Company or any Subsidiary would
be changed in any material respect from the general nature of the business
engaged in by the Company or such Subsidiary on the date of this Agreement
(after giving effect to the consummation of the N.S. Bancorp Acquisition and the
Merger).

     Section 7.22. Regulatory-Mandated Disposition of MAF Developments;. In the
event the Company is required by applicable bank or thrift regulatory
authorities to dispose of MAF Developments, then in that event 40% of the net
proceeds (i.e., gross proceeds net of out-of-pocket expenses incurred in
effecting the sale or other disposition thereof, including reasonable legal
fees) from such disposition shall be applied as and for a mandatory prepayment
of the Obligations (which shall be applied first to the outstanding principal
balance of the Term Note until payment in full thereof, thereafter to be applied
as a mandatory prepayment of the Revolving Credit Note with the Revolving Credit
Commitment being terminated by a like amount notwithstanding anything contained
in Section 3.4 hereof to the contrary) unless the Company and the Lender agree
otherwise. Any prepayment of the Term Note made pursuant to this Section shall
not, however, be subject to the prepayment fee called for by Section 2.9 hereof.
In the event the Company is so required to dispose of MAF Developments as a
result of the events mentioned above, such disposition shall not constitute a
breach of, or a 

                                      -57-
<PAGE>
 
default under, Sections 7.1, 7.2, 7.14, 7.15, 8.1(h), 8.1(j), or 8.1(k) of this
Agreement.

Section 8.    Events of Default and Remedies;.

     Section 8.1. Events of Default.; Any one or more of the following shall
constitute an "Event of Default" hereunder:

          (a)  default in the payment when due of all or any part of the
     principal of any Note (whether at the stated maturity thereof or at any
     other time provided for in this Agreement) or of any reimbursement
     obligation owing under any Application, or default for a period of 5 days
     in the payment when due of any interest on any Note or of any fee or other
     Obligation payable by the Company hereunder or  under any other Loan 
     Document; or

          (b)  default in the observance or performance of any covenant set
     forth in Sections 7.5(i), 7.7, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, or
     7.15 hereof; or

          (c)  default in the observance or performance of any provision of
     Section 7.5 hereof (other than Section 7.5(i) referred to in Section 8.1(b)
     above) which is not remedied within 5 days after the occurrence thereof, or
     default in the observance or performance of any other provision hereof or
     of any other Loan Document which is not remedied within 30 days after
     written notice thereof is given to the Company by the Lender; or

          (d)  any representation or warranty made by the Company herein or in
     any other Loan Document, or in any statement or certificate furnished by it
     pursuant hereto or thereto, or in connection with any extension of credit
     made hereunder, proves untrue in any material respect as of the date of the
     issuance or making thereof; or

          (e)  default shall occur under any Indebtedness for Borrowed Money
     aggregating more than $5,000,000 issued, assumed or guaranteed by the
     Company or any Subsidiary, or 

                                      -58-
<PAGE>
 
     under any indenture, agreement or other instrument under which the same may
     be issued, and such default shall continue for a period of time sufficient
     to permit the acceleration of the maturity of any such Indebtedness for
     Borrowed Money (whether or not such maturity is in fact accelerated), or
     any such Indebtedness for Borrowed Money shall not be paid when due
     (whether by lapse of time, acceleration or otherwise); or

          (f)  any judgment or judgments, writ or writs, or warrant or warrants
     of attachment, or any similar process or processes, the aggregate amount of
     which (after reduction by the amount covered by insurance) exceeds
     $5,000,000, shall be entered or filed against the Company or any Subsidiary
     or against any of their Property and which remains unvacated, unbonded,
     unstayed or unsatisfied for a period of 45 days; or

          (g)  the Company or any member of its Controlled Group shall fail to
     pay when due an amount or amounts aggregating in excess of $500,000 which
     it shall have become liable to pay to the PBGC or to a Plan under Title IV
     of ERISA; or notice of intent to terminate a Plan or Plans having aggregate
     Unfunded Vested Liabilities in excess of $500,000 (collectively, a
     "Material Plan") shall be filed under Title IV of ERISA by the Company or
     any other member of its Controlled Group, any plan administrator or any
     combination of the foregoing; or the PBGC shall institute proceedings under
     Title IV of ERISA to terminate or to cause a trustee to be appointed to
     administer any Material Plan or a proceeding shall be instituted by a
     fiduciary of any Material Plan against the Company or any member of its
     Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such
     proceeding shall not have been dismissed within 30 days thereafter; or a
     condition shall exist by reason of which the PBGC would be entitled to
     obtain a decree adjudicating that any Material Plan must be terminated; or

                                      -59-
<PAGE>
 
          (h)  dissolution or termination of the existence of the Company or any
     Banking Subsidiary or MAF Developments.; or

          (i)  any conservator or receiver shall be appointed for the Company or
     any Banking Subsidiary under applicable federal or state law applicable to
     banks, thrifts, or their holding companies, or any Banking Subsidiary shall
     suspend payment of any material portion of its obligations, or any Banking
     Subsidiary shall cease to be a federally insured depositary institution, or
     a cease and desist order shall be issued against the Company or any Banking
     Subsidiary pursuant to applicable federal or state law applicable to banks,
     thrifts, or their holding companies which has or is reasonably likely to
     have a material adverse effect on the condition (financial or otherwise),
     Properties or business prospects of such Persons, or the Company or any
     Banking Subsidiary shall enter into any commitment to maintain the capital
     of an insured depository institution in a required amount with any federal
     or state regulator or any such regulator shall require the Company or any
     Banking Subsidiary to submit a capital maintenance or restoration plan; or

          (j)  the Company, any Banking Subsidiary, or MAF Developments shall
     (i) have entered involuntarily against it an order for relief under the
     United States Bankruptcy Code, as amended, (ii) not pay, or admit in
     writing its inability to pay, its debts generally as they become due, (iii)
     make an assignment for the benefit of creditors, (iv) apply for, seek,
     consent to, or acquiesce in, the appointment of a receiver, custodian,
     trustee, examiner, liquidator or similar official for it or any substantial
     part of its Property, (v) institute any proceeding seeking to have entered
     against it an order for relief under the United States Bankruptcy Code, as
     amended, to adjudicate it insolvent, or seeking dissolution, winding up,
     liquidation, reorganization, arrangement, adjustment or composition of it
     or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors or fail to file an answer or other
     pleading denying the material 

                                      -60-
<PAGE>
 
     allegations of any such proceeding filed against it, (vi) take any
     corporate action in furtherance of any matter described in parts (i)
     through (v) above, or (vii) fail to contest in good faith any appointment
     or proceeding described in Section 8.1(k) hereof; or

          (k)  a custodian, receiver, trustee, examiner, liquidator or similar
     official shall be appointed for the Company, any Banking Subsidiary, or MAF
     Developments or any substantial part of any of their Property, or a
     proceeding described in Section 8.1(j)(v) shall be instituted against the
     Company, any Banking Subsidiary, or MAF Developments, and such appointment
     continues undischarged or such proceeding continues undismissed or unstayed
     for a period of 60 days.

     Section 8.2. Non-Bankruptcy Defaults. When any Event of Default other than
those described in subsection (j) or (k) of Section 8.1 hereof has occurred and
is continuing, the Lender may, by written notice to the Company, do all or any
of the following: (a) terminate the remaining Commitments and all other
obligations of the Lender hereunder on the date stated in such notice (which may
be the date thereof); (b) declare the principal of and the accrued interest on
all outstanding Notes to be forthwith due and payable and thereupon all
outstanding Notes, including both principal and interest thereon, shall be and
become immediately due and payable together with all other amounts payable under
the Loan Documents without further demand, presentment, protest or notice of any
kind; and (c) demand that the Company immediately pay to the Lender the full
amount then available for drawing under each or any Letter of Credit, and the
Company agrees to immediately make such payment and acknowledges and agrees that
the Lender would not have an adequate remedy at law for failure by the Company
to honor any such demand and that the Lender shall have the right to require the
Company to specifically perform such undertaking whether or not any drawings or
other demands for payment have been made under any Letter of Credit.

                                     -61-
<PAGE>
 
     Section 8.3. Bankruptcy Defaults;. When any Event of Default described in
subsection (j) or (k) of Section 8.1 hereof has occurred and is continuing, then
all outstanding Notes shall immediately become due and payable together with all
other amounts payable under the Loan Documents without presentment, demand,
protest or notice of any kind, the obligation of the Lender to extend further
credit pursuant to any of the terms hereof shall immediately terminate and the
Company shall immediately pay to the Lender the full amount then available for
drawing under all outstanding Letters of Credit, the Company acknowledging and
agreeing that the Lender would not have an adequate remedy at law for failure by
the Company to honor any such demand and that the Lender shall have the right to
require the Company to specifically perform such undertaking whether or not any
draws or other demands for payment have been made under any of the Letters of
Credit.

     Section 8.4. Collateral for Undrawn Letters of Credit;. (a) If the
prepayment of the amount available for drawing under any or all outstanding
Letters of Credit is required under Section 1.3(b), 3.3, 8.2, or 8.3 hereof, the
Company shall forthwith pay the amount required to be so prepaid, to be held by
the Lender as provided in subsection (b) below.

       (b)  All amounts prepaid pursuant to subsection (a) above shall be held
by the Lender in a separate collateral account (such account, and the credit
balances, properties and any investments from time to time held therein, and any
substitutions for such account, any certificate of deposit or other instrument
evidencing any of the foregoing and all proceeds of and earnings on any of the
foregoing being collectively called the "Account") as security for, and for
application by the Lender (to the extent available) to, the reimbursement of any
payment under any Letter of Credit then or thereafter made by the Lender, and to
the payment, after the occurrence of any Event of Default, of the unpaid balance
of any Loans and all other Obligations. The Account shall be held in the name of
and subject to the exclusive dominion and control of the Lender. If and when
requested by the Company, the Lender shall invest funds held in the Account from
time to time in direct obligations of, or obligations the 

                                      -62-
<PAGE>
 
principal of and interest on which are unconditionally guaranteed by, the United
States of America with a remaining maturity of one year or less, provided that
the Lender is irrevocably authorized to sell investments held in the Account
when and as required to make payments out of the Account for application to
amounts due and owing from the Company to the Lender; provided, however, that if
(i) the Company shall have made payment of all such obligations referred to in
subsection (a) above, (ii) all relevant preference or other disgorgement periods
relating to the receipt of such payments have passed, and (iii) no Letters of
Credit, Commitments, or other Obligations then due and owing remain outstanding
hereunder, then the Lender shall release to the Company, at its request, any
remaining amounts held in the Account.

Section 9.    Miscellaneous.

     Section 9.1. Non-Business Days. ; If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

     Section 9.2. No Waiver, Cumulative Remedies. ; No delay or failure on the
part of the Lender or on the part of any holder of any of the Obligations in the
exercise of any power or right shall operate as a waiver thereof or as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right. The rights and remedies hereunder of the Lender and
any of the holders of the Obligations are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

     Section 9.3. Amendments. Any provision of this Agreement or the other Loan
Documents may be amended or waived if, but only

                                     -63-

<PAGE>
 
if, such amendment or waiver is in writing and is signed by the Company and the
Lender.

     Section 9.4. Costs and Expenses. The Company agrees to pay on demand the
costs and expenses of the Lender in connection with the negotiation,
preparation, execution and delivery of this Agreement, the other Loan Documents
and the other instruments and documents to be delivered hereunder or thereunder,
and in connection with the transactions contemplated hereby or thereby, and in
connection with any consents hereunder or waivers or amendments hereto or
thereto, including the fees and expenses of Messrs. Chapman and Cutler, counsel
for the Lender, with respect to all of the foregoing (whether or not the
transactions contemplated hereby are consummated). The Company further agrees to
pay to the Lender all costs and expenses (including court costs and attorneys'
fees), if any, incurred or paid by the Lender in connection with any Default or
Event of Default or in connection with the enforcement of this Agreement or any
of the other Loan Documents or any other instrument or document delivered
hereunder or thereunder. The Company further agrees to indemnify and save the
Lender and any security trustee for the Lender harmless from any and all
liabilities, losses, costs and expenses incurred by the Lender, or any such
security trustee, in connection with any action, suit or proceeding brought
against the Lender, or any such security trustee, by any Person which arises out
of the transactions contemplated or financed hereby or out of any action or
inaction by the Lender or any such security trustee hereunder or thereunder,
except for such thereof as is caused by the gross negligence or willful
misconduct of the party seeking to be indemnified. The provisions of this
Section and the protective provisions of Section 2 hereof shall survive payment
of the Obligations.

     Section 9.5. Documentary Taxes. The Company agrees to pay on demand any
documentary, stamp or similar taxes payable in respect of this Agreement or any
other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

                                      -64-
<PAGE>
 
     Section 9.6. Survival of Representations. All representations and
warranties made herein or in any of the other Loan Documents or in certificates
given pursuant hereto or thereto shall survive the execution and delivery of
this Agreement and the other Loan Documents, and shall continue in full force
and effect with respect to the date as of which they were made as long as any
credit is in use or available hereunder.

     Section 9.7. Participations. The Lender may grant participations in its
extensions of credit hereunder to any other bank or other lending institution (a
"Participant"), provided that (i) no Participant shall thereby acquire any
direct rights under this Agreement, (ii) any agreement pursuant to which such
participation is granted shall provide that the Lender shall retain the sole
right and responsibility to enforce the obligations of Company under this
Agreement and the other Loan Documents including, without limitation, the right
to approve any amendment, modification, or waiver of any provision of the Loan
Documents, except that such agreement may provide that the Lender will not agree
to any amendment, modification, or waiver of the Loan Documents without such
participant's consent that would reduce the principal amount of or interest
owing on, or extend the scheduled maturity date of, any Obligation in which such
participant has an interest or that relates to Sections 7.7, 7.8, 7.9, 7.10,
7.11, 7.12, 7.14, 7.17, or 7.21 of this Agreement, and (iii) no sale of a
participation in extensions of credit shall in any manner relieve the Lender of
its obligations hereunder.

     Section 9.8. Notices. Except as otherwise specified herein, all notices
hereunder shall be in writing (including, without limitation, notice by
telecopy) and shall be given to the relevant party at its address or telecopier
number set forth below, in the case of the Company, or on the appropriate
signature page hereof, in the case of the Lender, or such other address or
telecopier number as such party may hereafter specify by notice to the other
given by United States certified or registered mail, by telecopy or by other
telecommunication device capable of creating a written record of such notice and
its receipt. Notices hereunder to the Company shall be addressed to:

                              MAF Bancorp., Inc.

                                      -65-
<PAGE>
 
                    55th and Holmes
                    Clarendon Hills, Illinois  60514
                    Attention:     Mr. Jerry Weberling
                    Telephone:     (708) 887-5999
                    Telecopy:      (708) 325-0407
 
     with a copy of all written notices of default also to:
 
                    Vedder, Price, Kaufman & Kammholz
                    222 North LaSalle Street
                    Chicago, Illinois  60601
                    Attention:     Ms. Jennifer R. Evans
                    Telephone:     (312) 609-7500
                    Telecopy:      (312) 609-5005

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by mail, five (5) days after such communication is
deposited in the mail, certified or registered with return receipt requested,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the addresses specified in this Section; provided that any notice given pursuant
to Section 1 or Section 2 hereof shall be effective only upon receipt.

     Section 9.9. Confidentiality. The Lender shall hold in confidence any
nonpublic information delivered or made available to it by the Company or any
Subsidiary or their respective officers, employees and independent public
accountants. The foregoing to the contrary notwithstanding, nothing herein shall
prevent the Lender from disclosing any information delivered or made available
to it by the Company or any Subsidiary (i) upon the order of any court or
administrative agency, (ii) upon the request or demand of any regulatory agency
or authority, (iii) which has been publicly disclosed other than as a result of
a disclosure by the Lender which is not permitted by this Agreement, (iv) in
connection with any litigation to which the Lender or any of its Affiliates may
be a party, along with the Company, any Subsidiary or any of their respective
Affiliates, (v) to the extent reasonably required in connection with the

                                      -66-
<PAGE>
 
exercise of any right or remedy under this Agreement, the other Loan Documents
or otherwise, (vi) to legal counsel and financial consultants and independent
auditors of the Lender, and (vii) to any actual or proposed participant or
assignee of all or part of its rights under the credit contemplated hereby
provided such participant or assignee agrees in writing to be bound by the duty
of confidentiality under this Section to the same extent as if it were the
Lender hereunder.

     Section 9.10. Headings. Section headings used in this Agreement are for
convenience of reference only and are not a part of this Agreement for any other
purpose.

     Section 9.11. Severability of Provisions. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. All rights, remedies and powers provided in this Agreement and the
other Loan Documents may be exercised only to the extent that the exercise
thereof does not violate any applicable mandatory provisions of law, and all the
provisions of this Agreement and the other Loan Documents are intended to be
subject to all applicable mandatory provisions of law which may be controlling
and to be limited to the extent necessary so that they will not render this
Agreement or the other Loan Documents invalid or unenforceable.

     Section 9.12. Counterparts. This Agreement may be executed in any number
of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

     Section 9.13. Entire Understanding. This Agreement together with the other
Loan Documents constitute the entire understanding of the parties with respect
to the subject matter hereof and any prior agreements, whether written or oral,
with respect thereto are superseded hereby.

                                     -67-

<PAGE>
 
     Section 9.14. Binding Nature, Governing Law, Etc. This Agreement shall be
binding upon the Company and its successors and assigns, and shall inure to the
benefit of the Lender and the benefit of its successors and assigns, including
any subsequent holder of an interest in the Obligations. The Company may not
assign its rights hereunder without the written consent of the Lender. THIS
AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     Section 9.15. Submission to Jurisdiction; Waiver of Jury Trial. The
Company hereby submits to the non-exclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois State
court sitting in the City of Chicago for purposes of all legal proceedings
arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby. The Company irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum. THE COMPANY AND THE LENDER EACH HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
 
       Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

       Dated as of this 22nd day of May, 1996.


                                        MAF Bancorp, Inc.



                                    
                                   By  /s/ Allen Koranda      
                                      -----------------------,-----------   
                                      Allen Koranda,
                                      Chief Executive Officer

                                      -68-
<PAGE>
 
     Accepted and Agreed to at Chicago, Illinois as of the day and year last
above written.

                                       Harris Trust And Savings Bank



                            
                                       By /s/ Richard L. Loncar    
                                          --------------------------,-----------
                                          Richard L. Loncar
                                          Vice President

                                       111 West Monroe Street
                                       Chicago, Illinois  60603
                                       Attention:  Mr. Michael Cameli
                                       Telephone:  (312) 461-2396
                                       Telecopy:   (312) 765-8382

                                      -69-