<PAGE>   1
                                                                   EXHIBIT 10.2

                           REVOLVING CREDIT AGREEMENT


         REVOLVING CREDIT AGREEMENT (as it may be amended, supplemented or
otherwise modified from time to time, this "Agreement") dated as of April 4,
1997 among INSURANCE AUTO AUCTIONS, INC., a California corporation (the
"Borrower"), and LA SALLE NATIONAL BANK ("LaSalle"), as Lender hereunder (in
such capacity, the "Lender").

                            PRELIMINARY STATEMENTS:

         (1)     The Borrower has requested, on the terms and conditions set
forth herein, that the Lender make Revolving Advances (as hereinafter defined)
to the Borrower from time to time in an aggregate principal amount not to
exceed at any time outstanding $15,000,000.

         (2)     Subject to the terms and conditions set forth in this
Agreement, the Lender has agreed to make such Revolving Advances to the
Borrower.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "Advance" has the meaning specified in Section 2.01.

         "Affiliate" means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person.  For purposes of this
definition, the term "control" (including the terms "controlling," "controlled
by" and "under common control with") of a Person means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of Voting Stock, by
contract or otherwise.

         "Applicable Lending Office" means the Lender's Domestic Lending Office
in the case of a Base Rate Advance and the Lender's Eurodollar Lending Office
in the case of a Eurodollar Rate Advance.

         "Applicable Margin" means, with respect to any Eurodollar Rate
Advances, a percentage per annum determined by reference to the applicable EBIT
to Interest Expense Ratio set forth below:
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         EBIT to Interest                   Applicable Margin for
          Expense Ratio                    Eurodollar Rate Advances
         ---------------                   ------------------------
         [S]                                          [C] 
         Greater than 5.00:1.0                        0.75%
         Greater than 3.50:1.0 and                    0.90%
           less than or equal to 5.00:1.0
         Less than or equal to 3.50:1.0               1.25%

provided, however, that, notwithstanding the foregoing, for purposes of
determining the Applicable Margin, the EBIT to Interest Expense Ratio shall be
deemed to be less than or equal to 3.50 to 1.0 at all times when a Default has
occurred and is continuing based on the Borrower's failure to deliver any
financial statement or compliance certificate as and when required pursuant to
Sections 5.03(b), 5.03(c) or 5.03(g), as applicable.  For purposes of this
Agreement, any change in the Applicable Margin based on a change in the EBIT to
Interest Expense Ratio shall be effective three Business Days after the date of
receipt by the Lender of the financial statements and compliance certificate
required by Sections 5.03(b), 5.03(g), as applicable, reflecting such change.

         "Base Rate" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the highest
of:  (a) the rate of interest announced publicly by LaSalle from time to time
as LaSalle's prime or corporate base rate; and (b) 1/2 of one percent per annum
above the Federal Funds Rate.

        "Base Rate Advance" means an Advance that bears interest as provided in
Section 2.06(a).

         "Borrower" has the meaning set forth in the recital of parties to this
Agreement.

         "Borrower's Account" means the account of the Borrower maintained by
the Borrower with LaSalle at its office at 135 South LaSalle Street, Chicago,
Illinois 60603-3499, Account No. __________.

         "Business Day" means a day of the year on which banks are not required
or authorized by law to close in Chicago, Illinois and, if the applicable
Business Day relates to any Eurodollar Rate Advances, on which dealings are
carried on in the London interbank market.

         "Capitalized Lease" means a lease that has been or should be, in
accordance with GAAP, recorded as a capital lease.

         "Capitalized Lease Obligations" means, for any Person as of the date
of determination thereof, the amount at which the aggregate payments due and to
become due under all Capitalized Leases under which such Person is a lessee
would be reflected as a liability on a consolidated balance sheet of such
Person in accordance with GAAP.





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         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended or supplemented from time to time, and
the regulations promulgated pursuant thereto.

         "Closing Date" means the date on which each of the conditions
precedent set forth in Section 3.01 is satisfied.

         "Commitment Fee Percentage" means a percentage per annum equal to
0.25%.

         "Confidential Information" means information delivered to the Lender
by or on behalf of the Borrower or any of its Subsidiaries in connection with
the transactions contemplated by or otherwise pursuant to this Agreement which
is proprietary in nature and which was clearly marked or labeled when received
by the Lender as being confidential information of the Borrower; provided,
however that such term shall not include any information (a) which was publicly
known or otherwise known to the Lender prior to the time of such disclosure,
(b) which subsequently becomes publicly known through no act or omission by the
Lender or any person acting on its behalf, (c) which otherwise becomes known to
the Lender other than through disclosure by the Borrower or any of its
Subsidiaries, or (d) which constitutes financial statements delivered to the
Lender that are otherwise public available.

         "Consolidated" refers to the consolidation of accounts in accordance
with GAAP.

         "Consolidated Interest Expense" means, for any period, total interest
expense (including the interest component of Capitalized Leases) of the
Borrower and its Subsidiaries on a Consolidated basis for such period in
conformity with GAAP, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to any financings or letters of
credit and net costs under Hedge Agreements, excluding charges in such period
for the amortization or write-off of capitalized (i) amounts payable pursuant
to Section 2.07(a), and (ii) other expenses relating to the negotiation and
preparation of, and the initial Advance under, this Agreement.

         "Consolidated Net Income" means, for any period, the net income or net
loss of the Borrower and its Subsidiaries determined on a Consolidated basis in
accordance with GAAP after excluding (i) any net loss or any undistributed net
income of any non-majority owned entity; (ii) net income or net loss of any
corporation (other than a Subsidiary) merged into or consolidated with the
Borrower or a Subsidiary for any period prior to the date of such merger or
consolidation; (iii) any net gain or loss (net of applicable tax effect)
realized in the disposition of capital assets; and (iv) any net income
resulting from any reappraisal, revaluation or write-up of assets.

         "Consolidated Net Worth" means, as of any date of determination, the
shareholders' equity (including preferred shareholders' equity) of the Borrower
and its Subsidiaries determined on a Consolidated basis in accordance with GAAP
as of the then most recently





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ended Fiscal Quarter.

         "Consolidated Total Assets" means, as of any date of determination,
the total assets of the Borrower and its Subsidiaries determined on a
Consolidated basis in accordance with GAAP, in each case as of the then most
recently ended Fiscal Quarter.

         "Consolidated Total Capitalization" means, as of any date of
determination, the sum of:  (i) all outstanding Debt of the Borrower and its
Subsidiaries as of such date, (ii) deferred income tax liability of the
Borrower and its Subsidiaries determined on a Consolidated basis in accordance
with GAAP as of the then most recently ended Fiscal Quarter, and (iii)
Consolidated Net Worth.

         "Consolidated Total Debt" means, as of any date of determination, the
sum of all outstanding Debt of the Borrower and its Subsidiaries as of such
date.

         "Consolidated Total Liabilities" means, as of any date of
determination, the sum of (i) total liabilities of the Borrower and its
Subsidiaries determined on a Consolidated basis, and (ii) liabilities of any
Person, other than the Borrower or a Subsidiary, guaranteed, directly or
indirectly, by the Borrower or a Subsidiary, in each case as of the then most
recently ended Fiscal Quarter.

         "Contractual Obligation", as applied to any Person, means any
provision of any indenture, mortgage, deed of trust, contract, undertaking,
document or other agreement, instrument or Securities to which that Person is a
party or by which it or any of its properties is bound, or to which it or any
of its properties is subject.

         "Currency Hedging Agreements" means currency swap agreements, currency
future or option contracts and other similar agreements.

         "Debt" of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all Obligations of such Person for the
deferred purchase price of property or services (except accounts payable and
accrued expenses arising in the ordinary course of business but only if and so
long as the same are payable on conventional terms and in any event no later
than one year after the incurrence thereof), (c) all Obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all
Obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to possession or sale of such
property), (e) all Obligations of such Person constituting Capitalized Lease
Obligations, (f) all Obligations, contingent or otherwise, of such Person under
acceptance, letter of credit or similar facilities, (g) all Obligations of such
Person to purchase or redeem Redeemable Preferred Stock valued at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (h) all Obligations of such Person in respect of





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Hedge Agreements (valued in an amount equal to the highest termination payment,
if any, that would be payable upon termination for any reason on the date of
determination), (i) all Debt of others referred to in clauses (a) through (h)
above guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement
(i) to pay or purchase such Debt or to advance or supply funds for the payment
or purchase of such Debt, (ii) to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Debt or to assure the holder of
such Debt against loss, (iii) to supply funds to or in any other manner invest
in the debtor (including any agreement to pay for property or services
irrespective of whether such property is received or such services are
rendered) or (iv) otherwise to assure a creditor against loss, and (j) all Debt
referred to in clauses (a) through (h) above secured by (or for which the
holder of such Debt has existing right, contingent or otherwise, to be secured
by) any Lien on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Debt; but in each case excluding obligations
under operating leases and obligations under employment contracts entered into
in the ordinary course of business.  In the case of employment contracts not
entered into in the ordinary course of business, "Debt" shall be deemed to
include only the present value of obligations thereunder, determined by
discounting such obligations from the scheduled payment date to the date of
determination at a discount rate equal to 1.0% plus the "prime rate" as
published in the Wall Street Journal on the date of determination (or, if not
so published on such date of determination, on the most recent day of
publication preceding such date).

         "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

         "Designated Seller Financing" means (i) Debt of the Borrower
consisting of seller financing incurred in connection with Permitted
Acquisitions to the extent (and only to such extent) that such Debt has a
maturity prior to the Revolving Commitment Termination Date in effect on the
date such Debt is incurred, and (ii) any Debt of a Subsidiary consisting of
seller financing incurred in connection with Permitted Acquisitions.

         "Domestic Lending Office" means the office of the Lender specified as
its "Domestic Lending Office" on the Lender's signature page hereto, or such
other office as the Lender may from time to time specify to the Borrower.

         "EBIT" means, for any period, net income (or net loss) determined in
accordance with GAAP for such period plus the sum of (a) Consolidated Interest
Expense, and (b) income tax expense determined in accordance with GAAP for such
period.

         "EBIT to Interest Expense Ratio" means, as of any time of
determination, the ratio of (i) EBIT of the Borrower and its Subsidiaries on a
Consolidated basis to (ii) Consolidated





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Interest Expense, in each case for the period of the then most recently ended
period of four consecutive Fiscal Quarters.

         "Environmental Action" means any administrative, regulatory or
judicial action, suit, demand, demand letter, claim, notice of non-compliance
or violation, investigation, proceeding, consent order or consent relating in
any way to any Environmental Law or any Environmental Permit including, without
limitation, (a) any claim by any governmental or regulatory authority for
enforcement, cleanup, removal, response remedial or other actions or damages
pursuant to any Environment Law and (b) any claim by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

         "Environmental Law" means any foreign, state or local law, rule
regulation, order, writ, judgment, injunction, decree, determination or award
relating to the environment, health, safety or Hazardous Materials, including,
without limitation, CERCLA, the Resource Conservation and Recovery Act, the
Hazardous Materials Transportation Act, the Clean Water Act, the Federal
Insecticide, Fungicide and Rodenticide Act and the Occupational Safety and
Health Act, in each case as amended or supplemental and including any
regulations promulgated pursuant thereto.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "ERISA Affiliate" means any Person that for purposes of Title IV of
ERISA is a member of the Borrower's controlled group, or under common control
with the Borrower, within the meaning of Section 414 of the Internal Revenue
Code.

         "ERISA Event" means (a) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC; (b) the application for a minimum funding waiver with respect to a Plan;
(c) the provision by the administrator of any Plan of a notice of intent to
terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such
notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA; (d) the cessation of operations at a facility of the Borrower or any of
its ERISA Affiliates in the circumstances described in Section 4062(e) of
ERISA; (e) the withdrawal by the Borrower or any of its ERISA Affiliates from a
Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the failure by the
Borrower or any of its ERISA Affiliates to make a payment to a Plan if the
conditions for the imposition of a lien under Section 302(f)(1) of ERISA are
satisfied; (g) the adoption of an amendment to a Plan requiring the provision
of security to such Plan, pursuant to Section 307 of ERISA; or (h) the
institution by the PBGC of proceedings to terminate a Plan, pursuant to Section
4042 of ERISA, or the occurrence of any event or condition described in Section
4042





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of ERISA that could constitute grounds for the termination of, or the
appointment of a trustee to administer, a Plan.

         "Eurocurrency Liabilities" has the meaning specified in Regulation D
of the Board of Governors of the Federal Reserve System, as in effect from time
to time.

         "Eurodollar Lending Office" means the office of the Lender specified
as its "Eurodollar Lending Office" on the Lender's signature page hereto (or,
if no such office is specified, its Domestic Lending Office), or such other
office of the Lender as the Lender may from time to time specify to the
Borrower.

         "Eurodollar Rate" means, for any Interest Period for any Eurodollar
Rate Advance, an interest rate per annum (rounded upward to the nearest whole
multiple of 0.01% per annum) equal to the rate per annum obtained by dividing
(a) the rate per annum at which deposits in U.S. dollars are offered generally
to Lender in the London interbank market at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period in an amount equal
to such Eurodollar Rate Advance and for a period equal to such Interest Period
by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
for such Interest Period.  The Lender's determination of the Eurodollar Rate as
provided above shall be conclusive, absent manifest error.

         "Eurodollar Rate Advance" has the meaning specified in Section
2.06(b).

         "Eurodollar Rate Reserve Percentage" for any Interest Period for any
Eurodollar Rate Advance means the reserve percentage applicable during such
Interest Period (or, if more than one such percentage shall be so applicable,
the daily average of such percentages for those days in such Interest Period
during which any such percentage shall be so applicable) under regulations
issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for a member bank of the Federal Reserve System in New
York City with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of liabilities
that includes deposits by reference to which the interest rate on Eurodollar
Rate Advances is determined) having a term equal to such Interest Period.

         "Events of Default" has the meaning specified in Section 6.01.

         "Existing Liens" means the Liens on assets of the Borrower and its
Subsidiaries identified as such on Schedule 5.02(a)(viii).

         "Federal Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy" as now and hereafter in effect and any successor statute.





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         "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average of the quotations for such day for
such transactions received by LaSalle from three Federal funds brokers of
recognized standing selected by it.

         "Fiscal Quarter" means any quarter of a Fiscal Year of the Borrower.

         "Fiscal Year" means the annual fiscal reporting period of the Borrower
and its Subsidiaries consisting of a period of 12 consecutive months ending
December 31.

         "GAAP" has the meaning specified in Section 1.03.

         "Governmental Authority" means any nation, state, sovereign or any
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

         "Hazardous Materials" means petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, radon
gas and any other chemicals, materials or substances designated, classified, or
regulated as being "hazardous" or "toxic," or words of similar import, or to
which exposure is regulated, under any federal, state, local or foreign
statute, law, ordinance, rule, regulation, code, order, judgment, decree or
judicial or agency interpretation, policy or guidance.

         "Hedge Agreements" means Interest Rate Contracts and Currency Hedging
Agreements.

         "Indemnified Party" has the meaning specified in Section 7.04(b).

         "Insufficiency" means, with respect to any Plan, the amount, if any,
of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
ERISA.

         "Interest Period" has the meaning specified in Section 2.06(b).

         "Interest Rate Contracts" means interest rate swap, cap or collar
agreements, interest rate future or option contracts and other similar
agreements.

         "Interest Type" refers to the distinction between Advances bearing
interest with reference to the Base Rate and Advances bearing interest with
reference to the Eurodollar Rate.





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         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "Investment" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock, warrants, rights,
options, obligations or other securities of such Person, any capital
contribution to such Person or any other investment in such Person, including,
without limitation, any arrangement pursuant to which the investor incurs Debt
of the types referred to in clauses (i) and (j) of the definition of "Debt" in
respect of such Person.

         "Lender" has the meaning set forth in the recital of parties to this
Agreement.

         "Lender's Account" means the account of the Lender maintained by the
Lender with LaSalle at its office at 135 South LaSalle Street, Chicago,
Illinois 60603-3499, ABA# 071000505, Attention Loan Account No. 1378018-7300,
Reference: Insurance Auto Auctions, Inc.

         "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on title
to real property.

         "Loan Documents" means this Agreement and the Note, in each case as
amended, supplemented or otherwise modified from time to time.

         "Management Shareholders" means Bradley S. Scott, James P. Alampi and
Linda C. Larrabee.

         "Margin Stock" has the meaning specified in Regulation U.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower and its Subsidiaries taken as a whole,
or (b) the ability of the Borrower repay the Advances or otherwise to perform
under the Loan Documents.

         "Multiemployer Plan" of any Person means a multiemployer plan, as
defined in Section 4001(a)(3) of ERISA, to which such Person or any of its
ERISA Affiliates is making or accruing an obligation to make contributions, or
has within any of the preceding five plan years made or accrued an obligation
to make contributions.

         "Multiple Employer Plan" of any Person means a single employer plan,
as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
employees of such Person or any of its ERISA Affiliates and at least one Person
other than such Person and its ERISA Affiliates or





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<PAGE>   10
(b) was so maintained and in respect of which such Person or any of its ERISA
Affiliates could have liability under Section 4064 or 4069 of ERISA in the
event such plan has been or were to be terminated.

         "Note" means the promissory note of the Borrower payable to the order
of the Lender, in substantially the form of Exhibit A hereto, evidencing the
aggregate indebtedness of the Borrower to the Lender resulting from the
Revolving Advances made by the Lender.

         "Notice of Borrowing" means either (i) a notice substantially in the
form of Exhibit B, or (ii) notice by teletransmission or telephonic notice of
the information required by Exhibit B.  Any Notice of Borrowing given in
accordance with clause (ii) above shall be promptly confirmed by the Borrower
in writing by a notice substantially in the form of Exhibit B.

         "Obligation" means, with respect to any Person, any obligation of such
Person of any kind, including, without limitation, any liability of such Person
on any claim, whether or not the right of any creditor to payment in respect of
such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, disputed, undisputed, legal, equitable, secured or unsecured, and
whether or not such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section 6.01(f).  Without limiting the generality of
the foregoing, the Obligations of the Borrower under the Loan Documents include
(a) the obligation to pay principal, interest, charges, expenses, fees,
attorneys' fees and disbursements, indemnities and other amounts payable by the
Borrower under any Loan Document and (b) the obligation to reimburse any amount
in respect of any of the foregoing that the Lender, in its sole discretion, may
elect in accordance with the Loan Documents to pay or advance on behalf of the
Borrower.

         "Officers' Certificate" means a certificate executed on behalf of the
Borrower by (a) its chairman or vice-chairman of the Board (if an officer) or
its president or any vice-president, and (b) its chief financial officer, its
controller, its treasurer or any assistant treasurer.

         "Other Taxes" has the meaning specified in Section 2.10(b).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Permitted Acquisition" means any acquisition, whether by merger,
purchase of assets or purchase of stock, of any business related to the
business of the Borrower or any of its Subsidiaries so long as such acquisition
would not result in a Default under Section 5.02(g).

         "Permitted Investments" means existing Investments described on
Schedule 1.01 hereto and not described in clauses (i) through (ix) of this
definition, and other Investments consisting of:  (i) direct obligations of the
U.S.  Government or any agency thereof, or obligations guaranteed by the U.S.
Government, in each case maturing in twelve months or less from the date of
acquisition; (ii) state, municipal or corporate debt obligations maturing in
twelve





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<PAGE>   11
months or less from the date of acquisition and rated "A" or better (or the
equivalent) by Standard & Poor's Rating Group or Moody's Investors Service;
(iii) investments in bankers acceptances, Eurodollar deposits or certificates
of deposit maturing within one year from the date of issuance thereof and
issued by any U.S. commercial bank with capital and surplus of not less than
$250 million or any foreign bank with a capital and surplus of not less than $1
billion with a branch in the United States; (iv) preferred stock rated "A" or
better by Standard & Poor's Rating Group or Moody's Investors Service; (v)
loans or advances in the ordinary course of business to suppliers, officers,
directors and employees incidental to carrying on the business of the Borrower
or any Subsidiary (including employee relocation loans); (vi) receivables
arising from the sale of goods and services in the ordinary course of business
of the Borrower and its Subsidiaries; (vii) loans to Subsidiaries and loans by
a Subsidiary to the Borrower or another Subsidiary, in each case in the
ordinary course of business; (viii) Permitted Acquisitions; and (ix) other
Investments not listed herein with respect to which the aggregate unrecovered
amount for all such Investments does not exceed $5,000,000 at any time.

         "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

         "Plan" means a Single Employer Plan or a Multiple Employer Plan.

         "Preferred Stock" means, with respect to any corporation, capital
stock issued by such corporation that is entitled to a preference or priority
over any other capital stock issued by such corporation upon any distribution
of such corporation's assets, whether by dividend or upon liquidation.

         "Redeemable" means, with respect to any capital stock, Debt or other
right or Obligation, any such capital stock, Debt or other right or Obligation
that (a) the issuer has undertaken to redeem at a fixed or determinable date or
dates, whether by operation of a sinking fund or otherwise, or upon the
occurrence of a condition not solely within the control of the issuer, or (b)
is redeemable at the option of the holder.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment or into or out of any property, including the
movement of Hazardous Materials through or in the air, soil, surface water,
groundwater or property.

         "Requirements of Law" means, as to any Person, the charter and bylaws
or other organizational or governing documents of such Person, and any law,
rule or regulation, permit





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<PAGE>   12
(including, without limitation, any Environmental Law or Environmental Permit),
or order, writ, judgment, injunction, decree or other determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.

         "Responsible Officer" means any of (i) the President, Chief Executive
Officer, Executive Vice President, Chief Financial Officer, Treasurer or any
Assistant Treasurer of the Borrower, (ii) any other employee of the Borrower or
any of its Subsidiaries whose duties include determining compliance with the
terms hereof, (iii) with respect to environmental matters only, any employee of
the Borrower whose duties include determining or monitoring compliance with
Environmental Laws, and (iv) with respect to ERISA matters only, any employee
of the Borrower whose duties include determining or monitoring compliance with
ERISA.

         "Revolving Advance" has the meaning specified in Section 2.01.

         "Revolving Commitment" means, as of any time of determination,
$15,000,000, as such amount may be reduced at or prior to such time pursuant to
Section 2.04.

         "Revolving Commitment Termination Date" means the earlier of (i) April
1, 2000, and (ii) the date of termination in whole of the Revolving Commitments
pursuant to Section 2.04 or 6.01.

         "Securities" means any stock, shares, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities," or any certificates of interest,
shares, or participation in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include any evidence of the Obligations hereunder.

         "Securities Act" means the Securities Act of 1933, as amended to the
date hereof and from time to time hereafter, and any successor statute.

         "Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended to the date hereof and from time to time hereafter, and any
successor statute.

         "Senior Notes" means the 8.60% Senior Notes due February 15, 2002
issued by the Borrower pursuant to the Senior Note Agreement, including any
notes issued in substitution thereof or exchange therefor pursuant to the
Senior Note Agreement, as such notes may be amended, supplemented or otherwise
modified from time to time.

         "Senior Note Documents" means the Senior Note Agreement and the Senior
Notes.





                                      -12-
<PAGE>   13
         "Senior Note Agreement" means the Note Agreement dated as of December
1, 1994 among the Borrower and the Purchasers named in Schedule I thereto, as
such agreement may be amended, supplemented or otherwise modified from time to
time.

         "Single Employer Plan" of any Person means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
of such Person or any of its ERISA Affiliates and no Person other than such
Person and its ERISA Affiliates or (b) was so maintained and in respect of
which such Person or any of its ERISA Affiliates could have liability under
Section 4069 of ERISA in the event such plan has been or were to be terminated.

         "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's property would constitute an
unreasonably small capital.  The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

         "Subsidiary" of any Person means any corporation, partnership, limited
liability company, joint venture, trust or estate of which (or in which) more
than 80% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or
classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of
such partnership, limited liability company or joint venture or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more
of its other Subsidiaries or by one or more of such Person's other
Subsidiaries.


         "Surviving Debt" has the meaning specified in Section 5.02(b)(iii).

         "Surviving Debt Agreement" means any agreement or instrument setting
forth the terms and conditions of any Surviving Debt.

         "Taxes" has the meaning specified in Section 2.10(a).





                                      -13-
<PAGE>   14
         "Unused Revolving Commitment" means, at any time, the Revolving
Commitment at such time, minus the aggregate principal amount of all Revolving
Advances outstanding at such time.

         "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a contingency.

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

         "Withdrawal Liability" has the meaning specified in Part I of Subtitle
E of Title IV of ERISA.

         SECTION 1.02.  Computation of Time Periods.  In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding."

         SECTION 1.03.  Accounting Terms.  Subject to Section 7.10, all
accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred to in Section
4.01(g) and delivered to the Lender prior to the date hereof ("GAAP").

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01.  The Advances.  The Lender agrees, on the terms and
conditions hereinafter set forth, to make advances (each such advance being
referred to herein as an "Advance" or a "Revolving Advance") to the Borrower
from time to time on any Business Day during the period from the Closing Date
until the Revolving Commitment Termination Date in an amount for each such
Advance not to exceed the Unused Revolving Commitment on such Business Day.
Each Advance shall be in the amount of $250,000 or an integral multiple of
$250,000 in excess thereof.  Within the limits of the Unused Revolving
Commitment in effect from time to time, the Borrower may borrow under this
Section 2.01, prepay pursuant to Section 2.05 and reborrow under this Section
2.01.

         SECTION 2.02.  Making the Advances: Disbursements.

         (a)     Making the Advances.  Each Advance hereunder shall be made on
notice received by the Lender from the Borrower (pursuant to a Notice of
Borrowing) not later than 12:00 noon (Chicago, Illinois time) (a) on the
Business Day prior to the date of such Advance if such Advance is a Base Rate
Advance, and (b) on the third Business Day prior to the date of





                                      -14-
<PAGE>   15
such Advance if such Advance is a Eurodollar Rate Advance.  Each such Notice of
Borrowing shall be irrevocable upon receipt by the Lender and, in the case of
any Notice of Borrowing for a Eurodollar Rate Advance, the Borrower shall
indemnify the Lender against any loss, cost or expense incurred by the Lender
as a result of any failure to fulfill on or before the date specified by such
Notice of Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (including loss of anticipated profits
but excluding the Applicable Margin), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Lender
to fund the Advance to be made by the Lender when such Advance, as a result of
such failure, is not made on such date.

         (b)     Disbursement of Advances.  Upon fulfillment of the applicable
conditions set forth in Article III, the Lender will make funds for the
applicable Advance available to the Borrower by crediting the Borrower's
Account.

         SECTION 2.03.  Repayment.  The Borrower shall repay to the Lender (in
accordance with the provisions of Section 2.09(a) on the Revolving Commitment
Termination Date the aggregate principal amount of all Advances owing to the
Lender outstanding on the Revolving Commitment Termination Date.

         SECTION 2.04.  Voluntary Reduction of the Revolving Commitments.  The
Borrower shall have the right, upon at least three Business Days' notice to the
Lender, to terminate in whole or reduce in part the unused portion of the
Revolving Commitment; provided, however, that (i) each partial reduction shall
be in an amount of $1,000,000 or any multiple of $1,000,000 in excess thereof,
and (ii) the aggregate amount of the Revolving Commitment shall not be reduced
pursuant to this Section 2.04 to an amount less than the aggregate principal
amount of all Revolving Advances then outstanding.

         SECTION 2.05.  Prepayments.

         (a)     Optional Prepayments.  The Borrower may, upon prior notice to
the Lender (which shall be given at least one Business Day in advance in the
case of prepayment of Base Rate Advances and three Business Days in advance in
the case of prepayment of Eurodollar Rate Advances), stating the proposed date
and aggregate principal amount of the prepayment and the Interest Type of
Advances to be prepaid (and if such notice is given the Borrower shall), prepay
in whole or in part the outstanding principal of Advances of such Interest
Type, together with interest thereon to the date of such prepayment on the
principal amounts prepaid (plus, in the case of prepayment of Eurodollar Rate
Advances prior to the end of the applicable Interest Period, any additional
amount for which the Borrower shall be obligated pursuant to Section 7.04(c));
provided, however, that each partial prepayment shall be in an aggregate
principal amount of $1,000,000 or any multiple of $500,000 in excess thereof.

         (b)     Mandatory Prepayments of Excess Advances.  If, at any time,
the then outstanding aggregate principal amount of all Revolving Advances shall
exceed the aggregate





                                      -15-
<PAGE>   16
amount of the Revolving Commitment of the Lender at such time, the Borrower
shall immediately prepay the outstanding principal amount of Revolving Advances
in an aggregate amount equal to such excess.

         SECTION 2.06.  Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Advance from the date of such Advance until
such principal is paid in full at the applicable rate set forth below.

         (a)     Interest on Base Rate Advances.  Except to the extent that the
Borrower shall elect to pay interest on all or any part of any Advance made or
to be made to the Borrower under Section 2.01 for any Interest Period pursuant
to subsections (b) and (c) of this Section 2.06, the Borrower shall pay
interest on the unpaid principal amount of each Advance, from the date of such
Advance until such principal amount is paid in full, payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing June 30, 1997, and on the Revolving Commitment Termination Date, in
each case at a fluctuating interest rate per annum equal, subject to Section
2.06(d), to the Base Rate in effect from time to time.

         (b)     Interest Periods for Eurodollar Rate Advances.  The Borrower
may, pursuant to Section 2.06(c), elect to have the interest on the principal
amount of all or any portion of any Advances made or to be made to the Borrower
under Section 2.01 (each such principal amount owing to the Lender as to which
such election has been made being a "Eurodollar Rate Advance" owing to the
Lender) determined and payable for a specified period (an "Interest Period" for
such Eurodollar Rate Advance) in accordance with subsection (c) below,
provided, however, that the Borrower may not have more than ten Eurodollar Rate
Advances owing to the Lender outstanding at any one time.  Each Interest Period
shall be one, two, three, or six months, at the Borrower's selection pursuant
to subsection (c) below, provided, however, that:

                (i)     The first day of an Interest Period for any Eurodollar
         Rate Advance shall be either the last day of any then current Interest
         Period for such Advance or, if there shall be no then current Interest
         Period for such Advance, any Business Day.

                (ii)    The Borrower may not select any Interest Period that
         ends after the Revolving Commitment Termination Date.

                (iii)   Whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last of such
         Interest Period shall be extended to occur on the next succeeding
         Business Day; provided, however, that if such extension would cause
         the last day of such Interest Period to occur in the next following
         month, the last day of such Interest Period shall occur on the next
         preceding Business Day.





                                      -16-
<PAGE>   17
                 (iv)     Whenever the first day of any Interest Period occurs
         on a day of the month for which there is no numerically corresponding
         day in the calendar month that succeeds such initial calendar month by
         the number of months equal to the number of months of such Interest
         Period, such Interest Period shall end on the last Business Day of
         such succeeding calendar month.

         (c)     Interest on Eurodollar Rate Advances.  The Borrower may from
time to time, on the condition that no Event of Default has occurred and is
continuing, and subject to the provisions of Sections 2.06(b) and 2.06(e),
elect to pay interest on all or any portion of any Advances during any Interest
Period therefor at a rate per annum equal to the sum of the Eurodollar Rate for
such Interest Period for such Advances plus the Applicable Margin in effect
from time to time, by notice, specifying the amount of the Advances as to which
such election is made (which amount shall be $250,000 or any multiple of
$250,000 in excess thereof) and the first day and duration of such Interest
Period, received by the Lender before 12:00 noon (Chicago, Illinois time) three
Business Days prior to the first day of such Interest Period.  If the Borrower
has made such election for Eurodollar Rate Advances for any Interest Period,
the Borrower shall pay interest on the unpaid principal amount of such
Eurodollar Rate Advances during such Interest Period, payable in arrears on the
last day of such Interest Period and, in the case of any Interest Period of six
months, on the date which is three months after the first day of such Interest
Period, in each case at a rate equal, subject to Section 2.06(d), to the sum of
the Eurodollar Rate for such Interest Period for such Eurodollar Rate Advances
plus the Applicable Margin in effect from time to time during such Interest
Period.  On the last day of each Interest Period for any Eurodollar Rate
Advance, the unpaid principal balance thereof shall automatically become and
bear interest as a Base Rate Advance, except to the extent that the Borrower
has elected to pay interest on all or any portion of such amount for a new
Interest Period commencing on such day in accordance with this Section 2.06(c).
Each notice by the Borrower under this Section 2.06(c) shall be irrevocable
upon receipt by the Lender, and the Borrower shall indemnify the Lender against
any loss, cost or expense incurred by the Lender as a result of any failure to
fulfill on or before the date specified by such notice the applicable
conditions set forth in this Section 2.06(c) or Article III, including, without
limitation, any loss (including loss of anticipated profits but excluding the
Applicable Margin), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by the Lender to fund any such
Eurodollar Rate Advance when such Eurodollar Rate Advance, as a result of such
failure, is not made or does not become effective.

         (d)     Default Interest.  Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on (i) the
unpaid principal amount of each Advance owing to the Lender, payable in arrears
on the dates referred to in Sections 2.06(a) (with respect to Base Rate
Advances) or 2.06(c) (with respect to Eurodollar Rate Advances) and on demand,
at a rate per annum equal at all times to 2% per annum above the rate per annum
otherwise required to be paid on such Advance and (ii) the amount of any
interest, fee or other amount payable hereunder that is not paid when due, from
the date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be





                                      -17-
<PAGE>   18
paid in full and on demand, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on Base Rate Advances
pursuant to Section 2.06(a).

         (e)     Suspension of Eurodollar Rate Advances.

                 (i)      Illegality.  Notwithstanding any other provision of
this Agreement, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other governmental authority shall assert that it is unlawful, for the
Lender or its Eurodollar Lending Office to perform its obligations hereunder to
make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances hereunder, then, on notice thereof and demand therefor by the
Lender to the Borrower, (A) each Eurodollar Rate Advance will automatically,
upon such demand (or, if permitted by applicable law, at the end of the then
applicable Interest Period), be converted into a Base Rate Advance and (B) the
obligation of the Lender to make or maintain, or to convert Advances into
Eurodollar Rate Advances shall be suspended until the Lender shall notify the
Borrower that the Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, the Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow the
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the judgment of the Lender, be otherwise
disadvantageous to the Lender.

                 (ii)     Unavailability.  If Lender determines in good faith
(which determination shall be conclusive, absent manifest error) prior to the
commencement of any Interest Period that (A) United States dollar deposits of
sufficient amount and maturity for funding any Eurodollar Rate Advance are not
available to the Lender in the London interbank Eurodollar market in the
ordinary course of business, or (B) by reason of circumstances affecting the
London interbank Eurodollar market, adequate and fair means do not exist for
ascertaining the rate of interest to be applicable to the relevant Eurodollar
Rate Advance, then Lender shall forthwith so notify the Borrower and, so long
as the foregoing  conditions continue, Revolving Advances may not be advanced
as Eurodollar Rate Advances thereafter.

                 (iii)    Other Circumstances.  If, with respect to any
Eurodollar Rate Advance, the Lender shall determine that the Eurodollar Rate
for the Interest Period (or any proposed Interest Period) for such Advance will
not adequately reflect the cost to the Lender of making, funding or maintaining
such Advance for such Interest Period (or such proposed Interest Period), the
Lender shall forthwith so notify the Borrower, whereupon (i) such Eurodollar
Rate Advance will automatically, on the last day of the then existing Interest
Period therefor, convert into a Base Rate Advance and (ii) the obligation of
the Lender to make, or to convert Advances into, Eurodollar Rate Advances shall
be suspended until the Lender shall notify the Borrower that the Lender has
determined that the circumstances causing such suspension no longer exist.





                                      -18-
<PAGE>   19
                 (iv)     Suspension on Event of Default.  Upon the occurrence
and during the continuance of any Event of Default, (i) each Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest
Period therefor, convert into a Base Rate Advance and (ii) the obligation of
the Lender to make, or to convert Advances into, Eurodollar Rate Advances shall
be suspended.

         SECTION 2.07.  Fees.

         (a)     Lender's Fees.  There shall be no closing or up-front fee
payable by the Borrower to the Lender with respect to this Agreement.

         (b)     Commitment Fees.  The Borrower agrees to pay to the Lender a
commitment fee on the average daily Unused Revolving Commitment, from the date
hereof until the Revolving Commitment Termination Date, at the rate per annum
equal to the Commitment Fee Percentage, payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing June
30, 1997, and on the Revolving Commitment Termination Date.

         (c)     Absolute Obligation.  The Borrower's obligation hereunder to
pay the fees referred to in this Section 2.07 shall be absolute and
unconditional and shall survive the making and repayment of Advances and the
termination of this Agreement.  All fees which are due or become due pursuant
to this Section 2.07 are nonrefundable.

         SECTION 2.08.  Increased Costs, Etc.

         (a)     Increased Costs.  If, due to either (i) the introduction of or
any change after the date hereof (other than any change by way of imposition or
increase of reserve requirements included in the calculation of the Eurodollar
Rate Reserve Percentage) in or in the interpretation of any law or regulation
or (ii) the compliance with any guideline or request from any central back or
other governmental authority (whether or not having the force of law) issued or
made after the date hereof, there shall be any increase in the cost to the
Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate
Advances, then the Borrower shall from time to time, within five Business Days
of written demand by the Lender, pay to the Lender additional amounts
sufficient to compensate the Lender for such increased cost; provided, however,
that, before making any such demand, the Lender agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a designation would avoid the need for, or reduce the amount of, such
increased cost and would not, in the reasonable judgment of the Lender, be
otherwise disadvantageous to the Lender.  A certificate as to the amount of
such increased cost, submitted to the Borrower by the Lender, shall be
conclusive and binding for all purposes, absent manifest error.





                                      -19-
<PAGE>   20
         (b)     Capital Requirements.  If the Lender determines that
compliance with:

                 (i)      any law, regulation or guideline enacted or published
         after the date hereof or any request from any central bank or other
         governmental authority made after the date hereof (whether or not
         having the force of law); or

                 (ii)     any existing law, regulation or guideline or any
         request that has been made on or prior to the date hereof by any
         central bank or other governmental authority, in any case under this
         clause (ii) as a result of a change in, or a change in the
         interpretation of, such law, regulation, guideline or request
         occurring after the date hereof

affects or would affect the amount of capital required or expected to be
maintained by the Lender or any corporation controlling the Lender and that the
amount of such capital is increased by or based upon the existence of the
Lender's commitment to lend hereunder or other commitments of such type, then,
within five Business Days of written demand by the Lender, the Borrower shall
pay to the Lender, from time to time as specified by the Lender, additional
amounts sufficient to compensate the Lender in the light of such circumstances,
to the extent that the Lender reasonably determines such increase in capital to
be allocable to the existence of the Lender's commitment to lend hereunder.  A
certificate as to such amounts submitted to the Borrower by the Lender shall be
conclusive and binding for all purposes, absent manifest error.

         SECTION 2.09.  Payments and Computations.

         (a)     Payments by Borrower.  The Borrower shall make each payment
hereunder and under any other Loan Document to which it is a party,
irrespective of and without condition or deduction for any counterclaim,
defense, recoupment or set off, in lawful money of the United States and in
same day funds delivered to the Lender not later than 1:00 p.m.  (Chicago,
Illinois time) on the day when due by deposit of such funds to the Lender's
Account.  Any payment so delivered to the Lender after 1:00 p.m. (Chicago,
Illinois time) on any Business Day, or on any day which is not a Business Day,
shall be deemed received by the Lender on the next succeeding Business Day.

         (b)     Computations.  All computations of interest in respect of Base
Rate Advances (and in respect of any other amount payable hereunder other than
Eurodollar Rate Advances) and all computations in respect of commitment fees
shall be made by the Lender on the basis of a year of 360 days, and all
computations of interest in respect of Eurodollar Rate Advances shall be made
by the Lender on the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest or fees are payable; provided that if any
Advance is repaid on the same day on which it is made, one day's interest shall
be paid on such Advance.  Each determination by the Lender of an interest rate,
fee, commission or discount rate hereunder





                                      -20-
<PAGE>   21
shall be conclusive and binding for all purposes, absent manifest error.

         (c)     Application of Payments Specified by the Borrower.  Except as
otherwise specified herein, so long as no Event of Default has occurred and is
continuing, all payments shall be applied as instructed by the Borrower if such
instructions are received by the Lender prior to or contemporaneously with
receipt of funds therefor.

         (d)     Application of Payments Not Otherwise Specified.  If the
Lender receives funds for application to the Advances or any other Obligations
of the Borrower under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances or the Obligations to which, or the
manner in which, such funds are to be applied, the Lender may elect to apply
such funds in repayment or prepayment of such of the outstanding Advances as
the Lender may determine, and thereafter in repayment or prepayment of any
other Obligations of the Borrower then outstanding under the Loan Documents as
the Lender shall determine.

         (e)     Payments on Days Other Than Business Days.  Whenever any
payment hereunder shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest and commitment fees; provided, however, if such extension would
cause payment of interest on or principal of any Eurodollar Rate Advance to be
made in the next following month, such payment shall be made on the next
preceding Business Day.

         (f)     Certain Terms.  The terms "pay," "paid" or "payment" under
this Agreement shall include prepay, prepaid or prepayment, respectively, under
this Agreement, and the term "due" under this Agreement shall include due by
reason of a mandatory prepayment (including upon an actual or deemed entry of
an order for relief with respect to the Borrower under the Federal Bankruptcy
Code or upon acceleration).

         SECTION 2.10.  Taxes.

         (a)     Withholding Taxes.  Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.09,
free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on the Lender's
income, and franchise taxes imposed on the Lender in lieu of income taxes, by
the jurisdiction under the laws of which the Lender is organized or any
political subdivision thereof or by the jurisdiction of the Lender's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").  If the Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under
the Note, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions





                                      -21-
<PAGE>   22
(including deductions applicable to additional sums payable under this Section
2.10) the Lender receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions, and
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

         (b)     Other Taxes.  In addition, the Borrower shall pay any present
or future stamp, recording, documentary, excise or similar taxes, charges or
levies that arise from any payment made hereunder or from the execution,
delivery or registration of any Loan Document (hereinafter referred to as
"Other Taxes").

         (c)     Indemnification.  The Borrower shall indemnify the Lender for
the full amount of Taxes and Other Taxes, and for the full amount of taxes
imposed by any jurisdiction on amounts payable under this Section 2.10, paid by
the Lender and any liability (including penalties, additions to tax, interest
and expenses) arising therefrom or with respect thereto.  Payments pursuant to
this indemnification shall be made within 30 days from the date the Lender
makes written demand therefor setting forth in reasonable detail the basis of
the Borrower's obligation to indemnify the Lender pursuant to this Section
2.10.

         (d)     Evidence of Payment.  Within 30 days after the date of any
payment of Taxes pursuant to Section 2.10(a) or (b), the Borrower shall furnish
to the Lender, at its address referred to in Section 7.02, evidence reasonably
satisfactory to the Lender of payment thereof.  In the case of any payment
hereunder for the account of the Lender which is made by the Borrower through
an account or branch outside the United States or on behalf of the Borrower by
a payor that is not a United States person, if the Borrower determines that no
Taxes are payable in respect thereof, the Borrower shall, except where such
mode of payment is at the request of the Lender, furnish, or cause such payor
to furnish, to the Lender, at such address, a certificate from the appropriate
taxing authority or authorities or an opinion of counsel acceptable to the
Lender, in either case stating that such payment is exempt from Taxes.  For
purposes of this subsection (d), the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the Internal
Revenue Code.

         (e)     Survival.  Without prejudice to the survival of any other
agreements of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.10 shall survive the payment in full of
principal and interest hereunder.

         SECTION 2.11  Use of Proceeds.  The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) for general
corporate purposes of the Borrower and its subsidiaries, including repayment of
its existing revolving credit facility with NationsBank of Texas, N.A. and
financing Permitted Acquisitions.

         SECTION 2.12.  Maintenance of Accounts by the Lender.  The Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the





                                      -22-
<PAGE>   23
Borrower to the Lender resulting from each Advance owing to the Lender from
time to time, including (i) the date and amount of each Advance made hereunder,
the Interest Type of such Advance and any Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to the Lender hereunder, and (iii) the amount of
any sum received by the Lender from the Borrower hereunder.  The entries made
in such account or accounts shall be conclusive and binding for all purposes,
absent manifest error.

                                  ARTICLE III

                             CONDITIONS OF LENDING

         SECTION 3.01.  Conditions Precedent to Initial Advance.  The
obligation of the Lender to make the initial Advance hereunder is subject to
the following conditions precedent:

        (a)     Delivery of Documents.  The Lender shall have received on or    
before the day of such Advance the following, each dated as of the date of the
execution hereof by the Borrower (unless otherwise specified):
        
                (i)      The Note, dated the date hereof, payable to
         the order of the Lender.

                 (ii)    Certified copies of the resolutions of the
         Board of Directors of the Borrower approving the execution, delivery
         and performance of this Agreement and the Note, and of all documents
         evidencing other necessary corporate action and governmental
         approvals, if any, with respect to this Agreement and the Note.

                 (iii)   A copy of a certificate of the Secretary of
         State of the State of California, dated within ten days of the date
         hereof, listing and including copies of the articles of incorporation
         of the Borrower and each amendment thereto on file in such Secretary
         of State's office and certifying that (A) such amendments are the only
         amendments to the Borrower's articles of incorporation on file in such
         Secretary of State's office, (B) the Borrower has paid all franchise
         taxes to the date of such certificate, and (C) the Borrower is duly
         incorporated and in good standing under the laws of such state.

                 (iv)    A certificate of the Borrower, signed on
         behalf of the Borrower by its President or a Vice President and its
         Secretary or any Assistant Secretary, certifying as to (A) the absence
         of any amendments to the charter of the Borrower since the date of the
         Secretary of State's certificate referred to in Section 3.01(a)(iii),
         (B) a true and correct copy of the bylaws of the Borrower as in effect
         on the date of such certificate, (C) the due incorporation and good





                                      -23-
<PAGE>   24
         standing of the Borrower as a corporation organized under the laws of
         the State of California, and the absence of any proceeding for the
         dissolution or liquidation of the Borrower, (D) the truth of the
         representations and warranties contained in the Loan Documents and (E)
         the absence of any event occurring and continuing that constitutes a
         Default.

                (v)       A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying the names and true signatures of
         the officers of the Borrower authorized to sign the Loan Documents and
         the other documents to be delivered hereunder and thereunder.

                (vi)      A letter from NationsBank of Texas, N.A. indicating
         the payoff amount of all Obligations of Borrower to it, including
         without limitation, those arising under a Revolving Credit Agreement
         dated as of August 1, 1995.

                (vii)     A letter of direction from the Borrower with respect
         to the disbursement of the initial Advance hereunder.

                (viii)    A certificate from the Secretary of State of the
         State of Illinois as to the qualification and good standing of
         Borrower to conduct business in the State of Illinois.

         (b)     Material Adverse Change; Accuracy of Information.  There shall
not have occurred since December 31, 1995 a material adverse change in the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower and its Subsidiaries taken as a whole,
and all written information provided by or on behalf of the Borrower or any of
its Subsidiaries to the Lender on or prior to the date hereof shall be true and
correct in all material respects and not incomplete by omitting any information
necessary to make the information provided not misleading in any material
respect.

         (c)     Litigation.  There shall exist no action, suit, investigation,
litigation or proceeding affecting the Borrower or any of its Subsidiaries
pending or threatened before any court, governmental agency or arbitrator that
(i) could reasonably be expected to have a Material Adverse Effect, or (ii)
purports to affect the legality, validity or enforceability of this Agreement
or the Note or the consummation of the transactions contemplated hereby or
thereby.

         (d)     Payment of Fees.  The Borrower shall have paid all accrued
fees and expenses of the Lender (including any fees payable to the Lender on
the date of the execution hereof by the Borrower pursuant to Section 2.07 and,
$10,000 for fees of counsel to the Lender plus the reasonable expenses and
disbursements of such counsel in connection herewith, which fees, expenses and
disbursements shall, to the extent set forth in a written billing statement
delivered to the Borrower on or prior to the date of the execution hereof by
the Borrower, have been paid on such date of execution).





                                      -24-
<PAGE>   25
         (e)     Opinion of Counsel.  The Lender shall have received on the
date of the execution hereof by the Borrower, a favorable opinion of Shaffer,
Gold & Rubaum, LLP, counsel to the Borrower, in substantially the form of
Exhibit C and as to such other matters as the Lender may reasonably request.

         (f)     Payment of NationsBank Obligations.  All Obligations of
Borrower to NationsBank of Texas, N.A., including principal, interest, and
other amounts shall have been paid in full (including, to the extent necessary,
from proceeds of the initial Advance hereunder).

         (g)     Other Information.  The Lender shall have received such other
financial, business and other information regarding the Borrower and its
Subsidiaries as the Lender shall have reasonably requested.

         SECTION 3.02.  Conditions Precedent to Each Advance.  The obligation
of the Lender to make an Advance on the occasion of each Advance (including the
initial Advance) shall be subject to the further conditions precedent that on
the date of such Advance the following statements shall be true (and each of
the giving of the applicable Notice of borrowing and the acceptance by the
Borrower of the proceeds of such Advance shall constitute a representation and
warranty by the Borrower that on the date of such Advance such statements are
true):

                 (i)      the representations and warranties contained in this
         Agreement are correct on and as of the date of such Advance, before
         and after giving effect to such Advance and to the application of the
         proceeds therefrom, as though made on and as of such date other than
         any such representations or warranties that, by their terms,
         specifically refer to a date other than the date of such Advance; and

                 (ii)     no event has occurred and is continuing, or would
         result from such Advance or from the application of the proceeds
         therefrom, that constitutes a Default.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties of the Borrower.  The
Borrower represents and warrants as follows:

         (a)     Organization; Corporate Powers.  The Borrower and each of its
Subsidiaries (i) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, (ii) is duly
qualified and in good standing as a foreign corporation in each other
jurisdiction in which it owns or leases property or in which the





                                      -25-
<PAGE>   26
conduct of its business requires it to so qualify or be licensed except where
the failure to so qualify or be licensed would not have a Material Adverse
Effect and (iii) has all requisite corporate power and authority to own or
lease and operate and encumber its properties and to carry on its business as
now conducted and as proposed to be conducted.

         (b)     Authority; Enforceability.  The Borrower has the requisite
corporate power and authority to execute, deliver and perform each of the Loan
Documents.  The execution, delivery and performance by the Borrower of each of
the Loan Documents and the consummation of the transactions contemplated
thereby have been duly approved by the Board of Directors of the Borrower and
no other corporate proceedings on the part of the Borrower are necessary to
consummate such transactions.  Each Loan Document has been duly executed and
delivered by the Borrower, is in full force and effect, and constitutes the
Borrower's legal, valid and binding obligation, enforceable against the
Borrower in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally.

         (c)     Subsidiaries and Ownership of Capital Stock.  Set forth on
Schedule 4.01(c) hereto is a complete and accurate list, as of the date hereof,
of all Subsidiaries of the Borrower, setting forth (i) each such Subsidiary's
full and correct legal name and jurisdiction of incorporation, (ii) the number
of issued and authorized shares of each class of capital stock of each such
Subsidiary, and (iii) the identity of the holders of all shares of each class
of capital stock of each such Subsidiary and percentage ownership of each such
holder.  Each of the Borrower and its Subsidiaries has good and marketable
title to all of the shares of stock of Subsidiaries it purports to own, free
and clear in each case of any Lien, and all such shares have been duly issued
and are fully paid and non-assessable.  No Person other than the Borrower or a
Subsidiary holds or otherwise possess any warrant, right or option to purchase
or otherwise acquire stock or other securities convertible into stock of any
Subsidiary.

         (d)     No Conflict.  The execution, delivery and performance by the
Borrower of each Loan Document and the consummation of the transactions
contemplated thereby do not and will not (i) constitute a tortious interference
with any Contractual Obligation, including without limitation the Senior Note
Documents, of the Borrower or any of its Subsidiaries to any Person, or (ii)
conflict with or violate the articles or certificate of incorporation or the
bylaws or other organizational documents of the Borrower or any of its
Subsidiaries, or (iii) conflict with, result in a breach of or constitute (with
or without notice or lapse of time or both) a default under any material
Requirement of Law or any material Contractual Obligation of the Borrower or
any of its Subsidiaries, or require termination of any material Contractual
Obligation of any such Person, or (iv) result in or require the creation or
imposition of any Lien whatsoever upon any of the properties or assets of the
Borrower or any of its Subsidiaries, or (v) require any approval of
shareholders or any approval or consent of any Person under any Contractual
Obligation, including without limitation the Senior Note Documents, of the
Borrower or any of its Subsidiaries, except for corporate authorizations





                                      -26-
<PAGE>   27
described in Section 4.01(b) which have been obtained and are in full force and
effect on the date hereof.

         (e)     Governmental Consents.  The execution, delivery and
performance by the Borrower of each Loan Document to which it is a party and
consummation of the transactions contemplated thereby do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by any Governmental Authority, except for filings with the
Securities and Exchange Commission under the Securities Exchange Act which have
been, or will in due course prior to the time required, be made.

         (f)     Governmental Regulation.  Neither the Borrower nor any
Subsidiary is (i) an "investment company" or a company "controlled" by an
"investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended), or (ii) subject to regulation
under any other federal or state regulatory scheme such that its ability to
incur indebtedness is limited or its ability to consummate the transactions
contemplated hereby is impaired.

         (g)     Financial Statements and Condition.

                 (i)      The Borrower has furnished to the Lender complete and
         accurate copies of the Consolidated balance sheets of the Borrower and
         its Subsidiaries as of December 31 in each of the years 1992 through
         1996 and consolidated statements of operations, shareholders' equity
         and cash flows for each such year, in each case accompanied by a
         report thereon containing an unqualified opinion by KPMG Peat Marwick
         LLP but reflecting, as appropriate, modifications resulting from any
         change in accounting principles.  Such audited financial statements
         have been prepared in accordance with GAAP consistently applied except
         as therein noted, and present fairly the Consolidated financial
         position of the Borrower and its Subsidiaries as of such dates and the
         Consolidated results of their operations and changes in their cash
         flows for such periods.

                 (ii)     The Borrower has also furnished to the Lender a
         complete and accurate copy of the unaudited condensed Consolidated
         balance sheet of the Borrower and its Subsidiaries as of December 31,
         1996 and unaudited condensed consolidated statements of operations and
         cash flows for the twelve months then ended.  Such unaudited financial
         statements have been prepared in accordance with GAAP, on the same
         basis as the audited financial statements of the Borrower, and, in the
         opinion of management, reflect all adjustments (consisting of normal
         recurring adjustments) necessary for a fair presentation of the
         Consolidated financial position of the Borrower and its Subsidiaries
         as of such date and the Consolidated results of their operations and
         changes in their cash flows for such period.





                                      -27-
<PAGE>   28
                 (iii)    All Annual Reports of the Borrower on Form 10-K and
         Quarterly Reports of the Borrower on Form 10-Q delivered after the
         date hereof, were prepared in conformity with GAAP consistently
         applied, except as otherwise noted therein, and fairly present the
         Consolidated financial position of the Borrower and its Subsidiaries
         as at the respective dates thereof and the Consolidated results of
         operations and changes in cash flows of the Borrower and its
         Subsidiaries for each of the periods covered thereby, subject, in the
         case of any unaudited interim financial statements, to changes
         resulting from audit and normal year-end adjustments.

         (h)     Debt.  Set forth on Schedule 4.01(h) hereto is a complete and
accurate list of all Surviving Debt, showing as of the date hereof the
principal amount outstanding thereunder.

         (i)     Solvency.  The Borrower is, individually and together with its
Subsidiaries, Solvent.

         (j)     Litigation; Adverse Effect.  There is no action, suit,
proceeding, governmental investigation or arbitration, at law or in equity, or
before or by any Governmental Authority, pending, or to the knowledge of the
Borrower, threatened against the Borrower or any of its Subsidiaries or any
property of any of them which has had or is reasonably likely to have a
Material Adverse Effect.  Neither the Borrower nor any of its Subsidiaries is
(i) in violation of any applicable law which violation has had or is reasonably
likely to have a Material Adverse Effect, or (ii) subject to or in default with
respect to any final judgment, writ, order, injunction, decree, rule or
regulation of any court or Governmental Authority which has had or is
reasonably likely to have a Material Adverse Effect.

         (k)     No Material Adverse Effect; Adverse Agreements.  Since
December 31, 1995, there has occurred no event which has had or is reasonably
likely to have a Material Adverse Effect.  Neither the Borrower nor any
Subsidiary is a party to, or is otherwise subject to, any Contractual
Obligation or other restriction contained in their respective charters, bylaws,
partnership documents or similar governing documents which has had or is
reasonably likely to have a Material Adverse Effect.

         (l)     Payment of Taxes.  All tax returns required to be filed by the
Borrower or its Subsidiaries in any jurisdiction have been filed, and all
taxes, assessments, fees and other governmental charges upon the Borrower or
its Subsidiaries or upon any of their respective properties, income or
franchises, which are shown to be due and payable in such returns have been
paid when due and payable.  Except as set forth in Schedule 4.01(l), neither
the Borrower nor any of its Subsidiaries knows of any proposed additional tax
assessment against the Borrower or any of its Subsidiaries for which adequate
reserves are not being maintained, and no material controversy in respect of
additional federal or state income taxes due is pending or to the knowledge of
the Borrower or any of its Subsidiaries overtly threatened.  The provisions for
taxes on the books of the Borrower and its Subsidiaries are adequate in all
material respects for all open years, and for its current fiscal period.





                                      -28-
<PAGE>   29
         (m)     Performance of Contractual Obligations.  Neither the Borrower
nor any Subsidiary is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any Contractual
Obligation applicable to it and no condition exists which, with the giving of
notice or the lapse of time or both, would constitute a default under such
Contractual Obligation, except, in any such case, where the consequences,
direct or indirect, of such default or defaults, if any, would not have or are
not reasonably likely to have a Material Adverse Effect.

         (n)     Margin Stock.  Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.  Following application of the proceeds
of each Advance, not more than 25 percent of the value of the assets (either of
the Borrower only or of the Borrower and its Subsidiaries on a Consolidated
basis) subject to the provisions of Section 5.02(a) or 5.02(d) or subject to
any restriction contained in any agreement or instrument between the Borrower
and the Lender or any Affiliate of the Lender relating to Debt and within the
scope of Section 6.01(e) will be Margin Stock.

         (o)     Disclosure.  None of the schedules, certificates and other
written statements and materials and information furnished by or on behalf of
the Borrower or any of its Subsidiaries to the Lender (in each case, unless
corrected in writing in this Agreement or in a written statement delivered to
the Lender prior to the date of the execution hereof by the Borrower) contain
any material misstatement of fact or omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made and taken as a whole, not misleading.  There is no
fact relating to the Borrower or any of its Subsidiaries which the Borrower has
not disclosed to the Lender in writing which has had or is reasonably likely to
have a Material Adverse Effect.

         (p)     Requirements of Law.  The Borrower and each of its
Subsidiaries is in compliance with all Requirements of Law (including, without
limitation, the Securities Act and the Securities Exchange Act, and the
applicable rules and regulations thereunder, state securities laws and "blue
sky" laws) applicable to them and their respective businesses, in each case,
where the failure to so comply would have or is reasonably likely to have a
Material Adverse Effect.

         (q)     Permits; Intellectual Property.  The Borrower and each of its
Subsidiaries own, are licensed or otherwise have the lawful right to use, or
have all permits and other governmental approvals, patents, trademarks, trade
names, copyrights, technology, know-how and processes used in or necessary for
the conduct of their businesses as currently conducted which are material to
their condition (financial or otherwise), operations, performance and
prospects, taken as a whole.  The use of such permits and other governmental
approvals, patents, trademarks, trade names, copyrights, technology, know-how
and processes by the Borrower and each of its Subsidiaries does not infringe on
the rights of any Person, subject to such claims and infringements as do not,
in the aggregate, give rise to any liability on the part





                                      -29-
<PAGE>   30
of the Borrower or any of its Subsidiaries which has or is reasonably likely to
have a Material Adverse Effect.

         (r)     Environmental Matters.

                 (i)(A)   Except as has not had and is not reasonably likely to
         have a Material Adverse Effect, the operations and properties of the
         Borrower and each of its Subsidiaries comply in all material respects
         with all Environmental Laws, all necessary Environmental Permits have
         been obtained and are in effect for the operations and properties of
         the Borrower and its Subsidiaries and the Borrower and its
         Subsidiaries are in compliance in all material respects with all such
         Environmental Permits, and (B) no circumstances exist that would be
         reasonably likely to (1) form the basis of an Environmental Action
         against the Borrower or any of its Subsidiaries or any of their
         properties that would be reasonably likely to have a Material Adverse
         Effect or (2) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law that would be reasonably likely to have a Material
         Adverse Effect.

                 (ii)     Except as has not had and is not reasonably likely to
         have a Material Adverse Effect, none of the properties of the Borrower
         or any of its Subsidiaries is listed or, to the Borrower's knowledge,
         is proposed for listing on the National Priorities List under CERCLA
         or on the Comprehensive Environmental Response, Compensation and
         Liability Information System maintained by the Environmental
         Protection Agency or any analogous state list of sites requiring
         investigation or cleanup or is adjacent to any such property, and no
         underground storage tanks, as such term is defined in 42 U.S.C.
         Section  6991, are located on any property of the Borrower or any of
         its Subsidiaries or, to the Borrower's knowledge, on any adjoining
         property.

                 (iii)    Except as has not had and is not reasonably likely to
         have a Material Adverse Effect, neither the Borrower nor any of its
         Subsidiaries has transported or arranged for the transportation of any
         Hazardous Materials to any location that is listed or proposed for
         listing on the National Priorities List under CERCLA or on the
         Comprehensive Environmental Response, Compensation and Liability
         Information System maintained by the Environmental Protection Agency
         or any analogous state list, Hazardous Materials have not been
         generated, used, treated, handled, stored or disposed of on, or
         released or transported to or from, any property of the Borrower or
         any of its Subsidiaries or, to the Borrower's knowledge, any adjoining
         property, except in compliance with all Environmental Laws and
         Environmental Permits, and all other wastes generated at any such
         properties have been disposed of in compliance with all Environmental
         Laws and Environmental Permits.





                                      -30-
<PAGE>   31
         (s)     ERISA Matters.

                 (i)      No ERISA Event has occurred or is reasonably expected
         to occur with respect to any Plan of the Borrower, any of its
         Subsidiaries or any of its ERISA Affiliates that has resulted in or is
         reasonably likely to result in a material liability of any such
         Person.

                 (ii)     Schedule B (Actuarial Information) to the 1994 annual
         report (Form 5500 Series) for each Plan of the Borrower, any of its
         Subsidiaries or any of its ERISA Affiliates, copies of which have been
         filed with the Internal Revenue Service, is complete and accurate and
         fairly presents the funding status of such Plan, and since the date of
         such Schedule B there has been no adverse change in such funding
         status that has had or would be reasonably likely to have a Material
         Adverse Effect.

                 (iii)    Neither the Borrower, any of its Subsidiaries nor any
         of its ERISA Affiliates has incurred or is reasonably expected to
         incur any Withdrawal Liability to any Multiemployer Plan in an amount
         which has had or would be reasonably likely to have a Material Adverse
         Effect.

                 (iv)     Neither the Borrower, any of its Subsidiaries nor any
         of its ERISA Affiliates has been notified by the sponsor of a
         Multiemployer Plan of any such Person that such Multiemployer Plan is
         in reorganization or has been terminated, within the meaning of Title
         IV of ERISA, and to the best knowledge of the Borrower, no such
         Multiemployer Plan is reasonably expected to be in reorganization or
         to be terminated, within the meaning of Title IV of ERISA, in each
         case except for any such reorganization or termination which would not
         be reasonably likely to have a Material Adverse Effect.

                 (v)      Except as set forth in the financial statements
         referred to in Sections 4.01 and 5.03, the Borrower and its
         Subsidiaries have no material liability with respect to "expected post
         retirement benefit obligations" within the meaning of Statement of
         Financial Accounting Standards No. 106.

         (t)     Title to Properties.  Except as set forth on Schedule 4.01(t),
each of the Borrower and its Subsidiaries has good and marketable title in fee
simple (or its equivalent under applicable law) to, or a valid leasehold
interest in all material parcels of real property and in all the other material
items of property it purports to own or lease, including all property reflected
in the most recent balance sheet delivered to the Lender in connection with
this Agreement (except in each case, to the extent not prohibited by the terms
of this Agreement, as sold or otherwise disposed of since the date of such
balance sheet in the ordinary course of business), free and clear of all liens,
claims or encumbrances other than Liens permitted under Section 5.02(a) hereof.





                                      -31-
<PAGE>   32
                                   ARTICLE V

                           COVENANTS OF THE BORROWER

         SECTION 5.01.  Affirmative Covenants.  So long as any Advance shall
remain unpaid or the Lender shall have any Revolving Commitment hereunder, the
Borrower will, unless the Lender shall otherwise consent in writing:

         (a)     Compliance with Laws, Etc.  Promptly comply and cause each of
its Subsidiaries to comply, with all laws, ordinances or governmental rules and
regulations to which it is subject including, without limitation, ERISA and all
Environmental Laws in all applicable jurisdictions, the violation of which
could reasonably be expected to materially adversely affect the properties,
business or condition (financial or otherwise) of the Borrower or any
Subsidiary, or could reasonably be expected to result in the creation of any
Lien in excess of $1,000,000 on any property of the Borrower or any Subsidiary;
provided that neither the Borrower nor any such Subsidiary shall be required to
comply with any such law, ordinance, rule or regulation, the applicability of
which is being contested in good faith by appropriate actions or proceedings
promptly instituted and diligently conducted which will prevent the forfeiture
or sale of any property of the Borrower or such Subsidiary or any material
interference with the use thereof by the Borrower or such Subsidiary in either
case, for the duration of such action or proceeding.

         (b)     Payment of Taxes, Claims, Judgments, Etc.  The Borrower will
promptly pay and discharge, and will cause each of its Subsidiaries promptly to
pay and discharge, all lawful taxes, assessments and governmental charges or
levies imposed upon the Borrower or such Subsidiary, respectively, or upon or
in respect of all or any part of the property or business of the Borrower or
such Subsidiary, all trade accounts payable in accordance with usual and
customary business terms, and all judgments and claims which if unpaid might
become a Lien upon any property of the Borrower or such Subsidiary; provided
that neither the Borrower nor any such Subsidiary shall be required to pay any
such tax, assessment, charge, levy or account payable, judgment or claim if (i)
the validity, applicability or amount thereof is being contested in good faith
by appropriate actions or proceedings promptly instituted and diligently
conducted which will prevent the forfeiture or sale of any property of the
Borrower or such Subsidiary or any material interference with the use thereof
by the Borrower or such Subsidiary in either case, for the duration of such
action or proceeding, and (ii) the Borrower or such Subsidiary shall set aside
on its books reserves in conformity with GAAP deemed by it to be adequate with
respect thereto.

         (c)     Maintenance of Properties, Insurance.  Maintain, and cause
each Subsidiary to maintain, insurance coverage by financially sound and
reputable insurers and in such forms and amounts and against such casualties,
contingencies and other risks as are customary for corporations engaged in the
same or a similar business and owning and operating similar properties,
provided that such insurance is commercially available, and further provided
that





                                      -32-
<PAGE>   33
the Borrower and its Subsidiaries may maintain a system or systems of
self-insurance if and to the extent consistent with sound risk management
practices.  Upon the request of the Lender, the Borrower shall deliver to the
Lender, at reasonable intervals (but no more frequently than once in any
twelve-month period with respect to any particular coverage), a certificate
signed by a Responsible Officer of the Borrower setting forth the nature and
extent of all insurance maintained by the Borrower and each Subsidiary in
accordance with this Section 5.01(c) and attaching thereto a certificate of
insurance with respect to all such insurance.  The Borrower will, and will
cause each Subsidiary to, maintain, preserve and keep its properties and
equipment in good repair, working order and condition (ordinary wear and tear
excepted) and will from time to time make all repairs, replacements, additions
and betterments, as needed, so that the efficiency thereof shall be maintained;
provided, however, that the Borrower or any Subsidiary may discontinue the
maintenance of any property or equipment if such discontinuance is desirable in
the conduct of its business.

         (d)     Preservation of Corporate Existence, Etc.  Preserve and keep
in full force and effect, and cause each Subsidiary to preserve and keep in
full force and effect, its corporate existence and all licenses, permits,
rights and franchises material to the conduct of its business as presently
conducted; provided that the foregoing shall not prohibit any transaction
permitted by Section 5.02(d).

         (e)     Books and Records; Visitation Rights.  Keep and cause each of
its Subsidiaries to keep proper books of record and account in which full and
correct entries will be made of all dealings or transactions of, or in relation
to, the business and affairs of the Borrower or such Subsidiary, in accordance
with GAAP consistently applied (except for changes disclosed in the financial
statements furnished pursuant to this Agreement and concurred in by the
independent auditors referred to in Section 5.03(c) hereof), and permit the
Lender to visit and inspect, under the Borrower's guidance, any of the
properties of the Borrower or any of its Subsidiaries, to examine all of their
books of account, records, reports and other papers, to make copies and
extracts therefrom and to discuss their respective affairs, finances and
accounts with their respective officers, employees, and, if there shall have
occurred and be continuing an Event of Default, independent auditors (and by
this provision the Borrower authorizes said auditors to discuss the finances
and finances and affairs of the Borrower and its Subsidiaries) all at such
reasonable times and as often as may be reasonably requested; provided that no
such inspection or examination shall unreasonably interfere with the business
of the Borrower.  Following the occurrence of any Default, the Borrower shall
bear the expense of any such inspection or examination.

         SECTION 5.02.  Negative Covenants.  So long as any Advance shall
remain unpaid or the Lender shall have any Revolving Commitment hereunder, the
Borrower will not, at any time, without the written consent of the Lender:

         (a)     Liens, Etc.  Create, incur, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, assume or suffer to exist, any
Lien on or with respect to any of





                                      -33-
<PAGE>   34
its properties of any character (including, without limitation, accounts)
whether now owned or hereafter acquired, or sign or file, or permit any of its
Subsidiaries to sign or file, under the Uniform Commercial Code of any
jurisdiction, a financing statement (other than financing statements filed for
protective purposes in connection with true leases permitted hereunder) that
names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any
of its Subsidiaries to sign, any security agreement authorizing any secured
party thereunder to file such financing statement, or assign, or permit any of
its Subsidiaries to assign, any accounts or other right to receive income,
excluding, however, from the operation of the foregoing restrictions the
following:

                 (i)      Liens incidental to the conduct of business or the
         ownership of properties and assets (including Liens in connection with
         worker's compensation, unemployment insurance, old age pensions, other
         social security benefits or obligations and other like laws,
         warehousemen's, mechanics', materialmen's and attorney's liens and
         statutory landlord's liens) and Liens to secure obligations, surety,
         penalty or appeal bonds or other Liens of like general nature incurred
         in the ordinary course of business and not in connection with (A) the
         borrowing of money, (B) the obtaining of advances, or (C) the deferred
         payment of the purchase price of property; provided, however, that any
         such Lien described in this clause (i) shall be permitted only (1) to
         the extent such Lien does not secure Debt and could not reasonably be
         expected to have a Material Adverse Effect, and (2) if, in each case,
         the obligation secured is not overdue (or, with respect to
         warehousemen's, mechanics' and materialmen's lien, not overdue for a
         period longer than 30 days), or if so overdue, is being contested in
         good faith by appropriate actions or proceedings promptly instituted
         and diligently conducted;

                 (ii)     Liens for taxes and assessments or governmental
         charges or levies not yet due or which are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         conducted in accordance with Section 5.01(b) hereof, provided that
         payment thereof is not at the time required by Section 5.01(b) hereof;

                 (iii)    non-consensual Liens arising in connection with court
         proceedings, provided that execution or other enforcement of any such
         Lien is effectively stayed and the claims secured thereby are being
         contested in good faith in such manner that the property subject to
         any such lien is not subject to forfeiture, and further provided that
         adequate reserves are established and maintained by the Borrower in
         accordance with GAAP;

                 (iv)     Liens in the nature of zoning restrictions,
         easements, rights and restrictions of record on the use of real
         property, and landlord's and lessor's liens arising in the ordinary
         course of business, none of which materially impairs the use by the
         Borrower or any Subsidiary of the property subject to such Lien;





                                      -34-
<PAGE>   35
                 (v)      Liens securing indebtedness, including Capitalized
         Lease Obligations, for the acquisition or construction of real
         property, leasehold improvements, equipment or other tangible assets
         provided that (A) the amount of indebtedness secured by any such Lien
         does not exceed the cost or value of such asset, (B) such Lien does
         not extend to any other property of the Borrower or its Subsidiaries,
         and (C) in the case of any such indebtedness incurred after the date
         hereof, such indebtedness was incurred in compliance with Section
         5.02(b);

                 (vi)     Liens existing on property at the time of the
         acquisition by the Borrower or its Subsidiaries of such property (or
         of the entity owning such property) provided that such Lien was not
         created in anticipation of such acquisition and that any such Lien
         does not extend to any other property of the Borrower or its
         Subsidiaries;

                 (vii)    Liens not otherwise permitted by this Section 5.02(a)
         securing Debt, provided that the aggregate principal amount of Debt at
         any time outstanding secured by Liens permitted by this Section
         5.02(a)(vii) does not, exceed 15% of Consolidated Net Tangible Assets;
         and

                 (viii)   Existing Liens described on Schedule 5.02(a)(viii).

         (b)     Debt.  Create, incur, assume or suffer to exist, or permit any
of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other
than:

                 (i)      Debt outstanding under the Loan Documents;

                 (ii)     Debt evidenced by the Senior Notes in a principal
         amount outstanding not to exceed $20,000,000;


                 (iii)    Debt of the Borrower and its Subsidiaries outstanding
         on the date hereof and described on Schedule 4.01(h) (the "Surviving
         Debt");

                 (iv)     Debt of the Borrower and, in the case of Designated
         Seller Financing only, of Subsidiaries, in each case incurred after
         the date hereof; provided that (A) after giving effect to the
         incurrence and application of the proceeds thereof, the ratio of
         Consolidated Total Debt to Consolidated Total Capitalization does not
         exceed 0.55 to 1.0, (B) the terms of the agreements and instruments
         governing such Debt are no more restrictive on the Borrower and its
         Subsidiaries than the terms of the Loan Documents (which determination
         shall be (1) made by management of the Borrower in the case of any
         individual item of Debt not exceeding $4,000,000 in the principal
         amount, and (2) made by and evidenced by a resolution of, the Board of
         Directors of the Borrower in the case of any individual item of Debt
         in a principal amount exceeding $4,000,000), (C) none of such Debt
         (other than any such Debt constituting Designated Seller Financing)
         may have a maturity date prior to the Revolving





                                      -35-
<PAGE>   36
         Commitment Termination Date in effect on the date such Debt is
         incurred, and (D) the aggregate principal amount of all such Debt
         constituting Designated Seller Financing shall not exceed $20,000,000
         at any one time outstanding;

                 (v)      Debt of Subsidiaries to the Borrower or to a
         Subsidiary constituting general obligations of such Subsidiaries not
         subordinated in right of payment to any other obligations of such
         Subsidiaries;

                 (vi)     Debt of Subsidiaries secured by Liens permitted under
         Section 5.02(a)(vi); provided that such Debt, if it were Debt incurred
         by the Borrower, would be permitted by Section 5.02(b)(iv) hereof; and

                 (vii)    Debt of Subsidiaries constituting Capitalized Lease
         Obligations arising under Capitalized Leases entered into after the
         date hereof; provided that (A) the aggregate amount of Capitalized
         Lease Obligations in respect of all such Capitalized Leases shall not
         exceed $1,000,000 at any one time outstanding, and (B) such Debt, if
         it were Debt incurred by the Borrower, would be permitted by Section
         5.02(b)(iv) hereof.

         (c)     Transactions with Affiliates.  Enter into or be a party to, or
permit any Subsidiary to enter into or be a party to, any transaction or
arrangement with any Affiliate (including, without limitation, the purchase
from, sale to or exchange of property with, or the rendering of any service by
or for, any Affiliate), except in the ordinary course of and pursuant to the
reasonable terms no less favorable to the Borrower or such Subsidiary than
would obtain in a comparable arm's-length transaction with a Person other than
an Affiliate; provided, however, that the foregoing shall not prohibit any
transaction permitted by Section 5.02(d)(i).

         (d)     Mergers, Consolidations and Sales of Assets.  Be a party to,
or permit any Subsidiary to be a party to, any merger or consolidation, or
sell, transfer, lease, or otherwise dispose of, or permit any Subsidiary to
sell, transfer, lease or otherwise dispose of, all, substantially all or any
substantial portion of its assets to any Person, except that:

                 (i)      a Subsidiary may permit any Solvent corporation to be
         merged into such Subsidiary or may consolidate with or merge into, or
         sell, lease or otherwise dispose of its assets as an entirety or
         substantially as an entirety to, the Borrower, another Subsidiary or
         any Solvent corporation which thereupon becomes a Subsidiary, so long
         as immediately after the consummation thereof (A) the Borrower could
         incur at least $1 of additional Debt under Section 5.02(b)(iv), and
         (B) there would exist no Default;

                 (ii)     subject to Section 5.02(g), the Borrower may permit
         any Solvent corporation to be merged into the Borrower or may
         consolidate with any Solvent corporation organized in the United
         States of America so long as (A) the Borrower is





                                      -36-
<PAGE>   37
         the surviving corporation in any such merger or consolidation, (B)
         immediately after the consummation thereof, the Borrower could incur
         at least $1 of additional Debt under Section 5.02(b)(iv) hereof, and
         (C) immediately after the consummation thereof, there would exist no
         Default;

                 (iii)    the Borrower or any Subsidiary may sell, lease or
         otherwise dispose of assets constituting less than all, substantially
         all or a substantial portion of such Person's assets in the ordinary
         course of its business;

                 (iv)     in connection with a Permitted Acquisition, any
         Subsidiary may be a party to a merger or consolidation, and the
         Borrower may issue securities in connection with a merger or
         consolidation involving a Subsidiary, so long as (A) immediately after
         the consummation thereof, the Borrower could incur at least $1 of
         additional Debt under Section 5.02(b)(iv), and (B) immediately after
         the consummation thereof there would exist no Default;

                 (v)      The Borrower or any Subsidiary may dispose of any
         assets acquired directly or indirectly in a Permitted Acquisition if
         such disposition is made pursuant to a plan of disposition adopted by
         the Borrower or the Subsidiary within 24 months after consummation of
         such Permitted Acquisition; and

                 (vi)     in addition to transactions otherwise permitted by
         this Section 5.02(d), the Borrower or any Subsidiary may sell or
         otherwise dispose of any of its assets at fair market value if the
         aggregate net proceeds received by the Borrower and its Subsidiaries
         from such sale or disposition (including the fair market value of any
         non-cash consideration and the aggregate principal amount of any
         promissory notes or similar instruments), together with the aggregate
         net proceeds received by the Borrower and its Subsidiaries in
         connection with all other such sales and other dispositions during the
         preceding 12 consecutive months (including the fair market value of
         any non-cash consideration and the aggregate principal amount of any
         promissory notes or similar instruments), shall not exceed 10% of
         Consolidated Total Assets as of the end of the then most recently
         ended Fiscal Year.

         (e)     Investments.  Make or hold, or permit any of its Subsidiaries
to make or hold, any Investment other than Permitted Investments.

         (f)     Restricted Payments.  Declare or pay in any Fiscal Year,
dividends in cash or property (other than dividends paid to the holders of the
Borrower's common stock consisting solely of shares of the Borrower's common
stock), or directly or indirectly purchase, redeem or otherwise retire, any
shares of any class of its capital stock (herein collectively called
"Restricted Payments") if immediately after giving effect thereto: (i) the
cumulative amount of such Restricted Payments made after December 31, 1996
would exceed the sum of (A) $15.0 million, (B) 50% of Consolidated Net Income
(or minus 100% in the case of a net loss)





                                      -37-
<PAGE>   38
computed on a cumulative basis from January 1, 1997; and (C) the net proceeds
of any common stock issued by the Borrower after December 31, 1996; or (ii) a
Default would exist.

         (g)     Change in Nature of Business.  Engage in, or permit any of its
Subsidiaries to engage in, any business that is unrelated to (i) the
acquisition, repair, dismantling or disposition of motor vehicles (or parts
thereof), whether on behalf of itself or others, or (ii) the provision of
services or information to others with respect to the acquisition, repair,
dismantling or disposition of motor vehicles (or parts thereof).

         (h)     Charter Amendments.  Adopt, or permit any of its Subsidiaries
to adopt, any amendment to the certificate of incorporation or bylaws of the
Borrower or any of its Subsidiaries, other than any amendment which could not
impair the rights or interests of the Lender.

         (i)     Accounting Changes.  Make or permit, or permit any of its
Subsidiaries to make or permit, any change in accounting policies or reporting
practices, except as required or permitted by generally accepted accounting
principles.

         (j)     Prepayments, Etc. of Senior Notes.  Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner any Senior Note, or  amend, modify or change in any manner any term or
condition of any Senior Note Document (other than amendments, modifications and
changes which, either individually or in the aggregate, could not adversely
affect the rights or interests of the Lender).

         (k)     Margin Regulations.  Apply, or permit any of its Subsidiaries
to apply, the proceeds of any credit extended under this Agreement in any
manner which might cause the extension of credit or the application of such
proceeds to violate any regulation of the Board of Governors of the Federal
Reserve System or to violate the Securities Exchange Act or the Securities Act,
in each case as in effect on the date or dates such credit is extended.

         SECTION 5.03.  Reporting Requirements.  So long as any Advance shall
remain unpaid or the Lender shall have any Revolving Commitment hereunder, the
Borrower will, unless the Lender shall otherwise consent in writing, furnish
(or cause to be furnished) to the Lender:

         (a)     Default Notice.  Promptly upon, and in any event within five
Business Days of, any Responsible Officer obtaining knowledge of (i) the
existence of a Default, or (ii) any condition or event which has or would be
reasonably likely to have a Material Adverse Effect, an Officers' Certificate
specifying the nature and period of existence of any such Default, condition or
event and what action the Borrower has taken, is taking and proposes to take
with respect thereto.





                                      -38-
<PAGE>   39
         (b)     Quarterly Financials.  As soon as available and in any event
within 50 days after the end of each of the first three Fiscal Quarters of each
Fiscal Year (or, if different, within such period of time as a quarterly report
on Form 10-Q would be required to be filed under the Securities Exchange Act by
a reporting company with respect to a fiscal quarter ending on the same date),
copies of (i) unaudited condensed Consolidated balance sheets of the Borrower
and its Subsidiaries as of the close of such Fiscal Quarter, setting forth in
comparative form the consolidated figures as of the close of the Fiscal Year
then most recently ended, and (ii) unaudited condensed Consolidated statements
of operations, shareholders' equity and cash flow of the Borrower and its
Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year
ending with such Fiscal Quarter, in each case setting forth in comparative form
the unaudited condensed Consolidated figures for the corresponding periods of
the preceding Fiscal Year, in each case certified by an authorized financial
officer of the Borrower as presenting fairly the financial position of the
Borrower and its Subsidiaries as of such date and the results of their
operations and changes in their cash flows for such period.

         (c)     Annual Financials.  As soon as available and in any event
within 95 days after the close of each Fiscal Year of the Borrower (or, if
different, within such period of time as an annual report on Form 10-K would be
required to be filed under the Securities Exchange Act by a reporting company
with respect to a fiscal year ending on the same date), copies of (i)
Consolidated balance sheets of the Borrower and its Subsidiaries as of the
close of such Fiscal Year, and (ii) Consolidated statements of operations,
shareholders' equity and cash flows of the Borrower and its Subsidiaries for
such Fiscal Year, in each case setting forth the comparative form the
Consolidated figures for the preceding Fiscal Year.  Such Consolidated
financial statements shall be accompanied by an audit report, and unqualified
opinion, thereon of KPMG Peat Marwick LLP or other firm of independent auditors
of recognized national standing selected by the Borrower to the effect that
such consolidated financial statements present fairly, in all material
respects, the Consolidated financial position of the Borrower and its
Subsidiaries as of the end of the Fiscal Year being reported on and the
Consolidated results of the operations, shareholders' equity and cash flows for
said year in conformity with GAAP and that the examination of such auditors in
connection with such financial statements has been conducted in accordance with
generally accepted auditing standards and included such tests of the accounting
records and such other auditing procedures as said auditors deemed necessary in
the circumstances.  Such audit reports shall be accompanied by a reliance
letter from the independent auditors permitting the Lender to rely on the
contents thereof as if prepared specifically for use by the Lender.

         (d)     Management Letters.  Promptly upon receipt thereof, one copy
of each management letter to the Audit Committee of its Board of Directors from
its independent auditors.

         (e)     SEC and Other Reports.  Promptly upon their becoming
available, one copy of each (i) financial statements, report, notice or proxy
statement sent by the Borrower to its stockholders generally, and each press
release made available generally by the Borrower to the





                                      -39-
<PAGE>   40
public concerning material developments in the business of the Borrower, and
each notification on Schedule 13-D received by the Borrower pursuant to the
Securities Exchange Act and the rules promulgated thereunder evidencing an
increase in ownership of the Borrower's capital stock of 5% or more, and (ii)
regular or periodic report and any registration statement or prospectus filed
by the Borrower or any Subsidiary with any securities exchange or the
Securities and Exchange Commission or any successor agency.

         (f)     Environmental Matters.  Promptly upon any Responsible Officer
obtaining knowledge thereof, notice of any condition or occurrence on any
property of the Borrower or any of its Subsidiaries that would be reasonably
likely to (i) form the basis of an Environmental Action against the Borrower or
any of its Subsidiaries or such property that would be reasonably likely to
have a Material Adverse Effect or (ii) cause any such property to be subject to
any restrictions on ownership, occupancy, use or transferability under any
Environmental Law that would be reasonably likely to have a Material Adverse
Effect.

         (g)     Officer's Certificates.  Within the periods provided in
Sections 5.03(b) and (c), a certificate of the Borrower signed by an authorized
financial officer of the Borrower stating that such officer in his capacity as
such has reviewed the provisions of this Agreement and setting forth (i) the
information and computations (in sufficient detail) required in order to
establish whether the Borrower was in compliance with the requirements of
Sections 5.02(a), (b), (d), (e) and (f) and 5.04 as of the date of the
financial statements then being furnished in order to establish compliance with
the covenants based upon a consolidation of the Borrower and its Subsidiaries,
(ii) whether there existed as of the date of such financial statements and
whether, to the best of such officer's knowledge, there exists on the date of
the certificate or existed at any time during the period covered by such
financial statements any Default and, if any such condition or event exists on
the date of the certificate or events occurred during the period covered by
such financial statements, specifying the nature and period of existence
thereof and the action the Borrower has taken or is taking and proposes to take
with respect thereto, and (iii) whether any Subsidiary has been formed or
acquired during the Fiscal Quarter ended as of the date of such financial
statements.

         (h)     Auditors' Certificates.  Within the period provided in Section
5.03(c), a certificate of the auditors who render an opinion with respect to
such financial statements, which certificate shall be addressed to the Borrower
and the Lender, stating that they have reviewed this Agreement; stating
whether, in making their audit, such auditors have become aware of any Default
or Event or Default under any of the terms or provisions of this Agreement
insofar as any such terms or provisions pertain to or involve accounting
matters or determinations, and if any such condition or event then exists,
specifying the nature and period of existence thereof.

         (i)     ERISA Events.  Promptly and in any event within five Business
Days after any Responsible Officer knows or has reason to know that any ERISA
Event with respect to the Borrower or any of its Affiliates has occurred, a
statement of the chief financial officer,





                                      -40-
<PAGE>   41
controller or treasurer of the Borrower describing such ERISA Event and the
action, if any, that the Borrower or such ERISA Affiliate has taken and
proposes to take with respect thereto.

         (j)     Plan Terminations.  Promptly and in any event within five
Business Days after any Responsible Officer has knowledge of the receipt
thereof by the Borrower or any of its ERISA Affiliates, copies of each notice
from the PBGC stating its intention to terminate any Plan of the Borrower or
any of its ERISA Affiliates or to have a trustee appointed to administer any
such Plan.

         (k)     Multiemployer Plan Notices.  Promptly and in any event within
five Business Days after any Responsible Officer has knowledge of the receipt
thereof by the Borrower or any of its ERISA Affiliates from the sponsor of a
Multiemployer Plan of the Borrower or any of its ERISA Affiliates, copies of
each notice concerning (i) the imposition of Withdrawal Liability in excess of
$1,000,000 by any such Multiemployer Plan, or (ii) the reorganization or
termination, within the meaning of Title IV of ERISA, or any such Multiemployer
Plan which has resulted or is reasonably expected to result in an increase in
contributions for any plan year or the imposition of a liability to the Plan in
excess of $1,000,000 or (ii) the amount of liability incurred, or that may be
incurred, by the Borrower or any of its ERISA Affiliates in connection with any
event described in clause (i) or (ii).

         (l)     Litigation.  Promptly upon any Responsible Officer obtaining
knowledge thereof, notice of (i) the institution of, or written threat of, any
action, suit, proceeding, governmental investigation or arbitration against or
affecting the Borrower or any such Subsidiary or any property of the Borrower
or any such Subsidiary not previously disclosed in writing by the Borrower to
the Lender pursuant to this Section 5.03(l) or Section 4.01(j), or (ii) any
material development in any action, suit, proceeding, governmental
investigation or arbitration already disclosed, which, in the case of either of
the foregoing clauses (i) and (ii), has had or is reasonably likely to have a
Material Adverse Effect, and such other information as may be reasonably
available to enable the Lender and its counsel to evaluate such matters.

         (m)     Creditor Reports.  Promptly after the furnishing thereof,
copies of any notice or any other material statement or report furnished to any
holder of a Senior Note or any other holder of the securities of the Borrower
or of any of its Subsidiaries pursuant to the terms of any indenture, loan or
credit or similar agreement relating to Debt in excess of $4,000,000 and not
otherwise required to be furnished to the Lender pursuant to any other clause
of this Section 5.03.

         (n)     Requested Information.  With reasonable promptness, such other
data and information as the Lender may reasonably request.

         SECTION 5.04.  Financial Covenants.  So long as any Advance shall
remain unpaid or the Lender shall have any Revolving Commitment hereunder, the
Borrower will, unless the Lender otherwise consents in writing:





                                      -41-
<PAGE>   42
         (a)     Leverage Ratio.  Maintain at all times a ratio of Consolidated
Total Debt to Consolidated Total Capitalization of not greater than 0.55 to
1.0.

         (b)     Consolidated Net Worth.  Maintain at all times a Consolidated
Net Worth of not less than $110,000,000.

         (c)     EBIT to Interest Expense Ratio.  Maintain at all times during
which the ratio of Consolidated Total Debt to Consolidated Total Capitalization
equals or exceeds 0.40 to 1.0, an EBIT to Interest Expense Ratio of not less
than 3.0 to 1.0.

                                   ARTICLE VI

                               EVENTS OF DEFAULT

         SECTION 6.01.  Events of Default.  If any of the following events
("Events of Default") shall occur and be continuing:

         (a)     the Borrower shall fail to pay (i) any principal of any
Advance when the same becomes due and payable, or (ii) any interest on any
Advance or any fee payable hereunder or any other payment under any Loan
Document, in each case under this clause (ii) within five days of the date when
the same becomes due and payable; or

         (b)     any representation or warranty made by the Borrower (or any of
its officers) under or in connection with any Loan Document shall prove to have
been incorrect in any material respect when made; or

         (c)     the Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 5.02 (other than Section 5.02(c)),
5.03(a) or 5.04; or

         (d)     the Borrower shall fail to perform any other term, covenant or
agreement (including, without limitation, Section 5.02(c)) contained in any
Loan Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been
given to the Borrower by the Lender; or

         (e)     the Borrower or any of its Subsidiaries shall fail to pay any
principal of, premium or interest on or any other amount payable in respect of
any Senior Note or any other Debt (excluding Debt outstanding hereunder) that
is outstanding in a principal amount of at least $4,000,000 individually or in
the aggregate of such Persons, when the same becomes due and payable (whether
by scheduled maturity, required prepayment or repurchase, acceleration, demand
or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt;
or any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt and shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if





                                      -42-
<PAGE>   43
the effect of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt or otherwise to cause, or to permit
the holder thereof (or a trustee on behalf of any such holder) to cause, such
Debt to mature; or any such Debt shall be declared to be due and payable or
required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or an offer to
prepay, redeem, purchase or defease such Debt shall be required to be made, in
each case prior to the stated maturity thereof; or

         (f)     the Borrower or any of its Subsidiaries shall generally not
pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against any such
Person seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, or other similar
official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it) that is
being diligently contested by it in good faith, either such proceeding shall
remain undismissed or unstayed for a period of 60 days or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or any substantial part of its property) shall
occur; or the Borrower or any of its Subsidiaries shall take any corporate
action to authorize any of the actions set forth above in this Section 6.01(f);
or

         (g)     Final judgment(s) for the payment of money aggregating in
excess of $4,000,000 (but only to the extent insurance coverage with respect
thereto has not been acknowledged by the applicable insurer) is or are
outstanding against the Borrower and its Subsidiaries or any assets or property
of either and any such judgment remains unpaid, unsatisfied, unvacated,
unbonded or unstayed by appeal or otherwise for a period of 30 days from either
date of entry thereof or the due date thereof, whichever occurs later; or

         (h)     any material provision of any Loan Document after delivery
thereof pursuant to the terms hereof or of any other Loan Document shall for
any reason cease to be valid and binding on or enforceable against the Borrower
or the Borrower shall so state in writing; or

         (i)     (i) any Person or two or more Persons acting in concert other
than the Management Shareholders shall have (A) acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934), directly or indirectly, of Voting
Stock of the Borrower (or other securities convertible into such Voting Stock)
representing 30% or more of the combined voting power of all Voting Stock of
the Borrower, or (B) acquired by contract or otherwise, or shall have entered
into a contract or arrangement that, upon consummation, will result in its or
their acquisition of, control over Voting Stock of the Borrower (or other
securities convertible into such securities)





                                      -43-
<PAGE>   44
representing 30% or more of the combined voting power of all Voting Stock of
the Borrower; or (ii) at any time after the date of this Agreement, individuals
who at the date of this Agreement (together with any new directors whose
election by the Borrower's board of directors or whose nomination for election
by the Borrower's shareholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at the date of
this Agreement or whose election or nomination for election was previously so
approved) shall cease for any reason to constitute a majority of the board of
directors of the Borrower; or

         (j)     any ERISA Event shall have occurred with respect to a Plan of
the Borrower or any of its ERISA Affiliates and the sum (determined as of the
date of occurrences of such ERISA Event) of the Insufficiency of such Plan and
the Insufficiency of any and all other Plans of the Borrower and its ERISA
Affiliates with respect to which an ERISA Event shall have occurred and then
exist (or the liability of the Borrower and its ERISA Affiliates related to
such ERISA Event) exceeds $4,000,000; or

         (k)     the Borrower or any of its ERISA Affiliates shall be in
default, as defined in Section 4219(c)(5) of ERISA, with respect to any payment
of Withdrawal Liability and the sum of the outstanding balance of such
Withdrawal Liability and any amounts awarded under Section 502(g)(2) of ERISA
and the outstanding balance of any other Withdrawal Liability that the Borrower
or any of its ERISA Affiliates has incurred exceeds $4,000,000; or

         (l)     the Borrower or any of its ERISA Affiliates shall have been
notified by the sponsor of a Multiemployer Plan of the Borrower or any of its
ERISA Affiliates that such Multiemployer Plan is in reorganization or is being
terminated, within the meaning of Title IV of ERISA, and as a result of such
reorganization or termination the aggregate annual contributions of the
Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in
reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the years of such
Multiemployer Plans immediately preceding the plan year in which such
reorganization or termination occurs by an amount in excess of $3,000,000; or

         (m)     any order, judgment or decree shall be entered against the
Borrower or any of its Subsidiaries decreeing its involuntary dissolution or
split up and such order shall remain undischarged and unstayed for a period in
excess of 60 days; or the Borrower or any of its Subsidiaries shall otherwise
dissolve or cease to exist except as specifically permitted by this Agreement;
or

         (n)     any material adverse change in the business, operations,
prospects or financial condition of the Borrower which, if uncorrected, would
in the reasonable good faith judgment of the Lender result in any other Event
of Default;





                                      -44-
<PAGE>   45
then, and in any such event, the Lender (i) may, by notice to the Borrower,
declare the Revolving Commitment and the obligation of the Lender to make
Advances to be terminated, whereupon the same shall forthwith terminate, and
(ii) may, by notice to the Borrower, declare the Note, the Advances, all
interest thereon and all other amounts payable under this Agreement and the
Note to be forthwith due and payable, whereupon the Note, all outstanding
Advances, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower; provided,
however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower or any of its Subsidiaries under the Federal
Bankruptcy Code, (x) the Revolving Commitment and the obligation of the Lender
to make Advances shall automatically be terminated and (y) the Note, all
outstanding Advances, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.

                                  ARTICLE VII

                                 MISCELLANEOUS

         SECTION 7.01.  Amendments, Etc.  No amendment or waiver of any
provisions of this Agreement or the Note nor any consent to any departure by
the Borrower therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Borrower and the Lender, and then such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given.

         SECTION 7.02.  Notices, Etc.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telecopy, telex or cable communication) and
mailed, telegraphed, telecopied, telexed, cabled or delivered, if to the
Borrower, at its address at 1270 West Northwest Highway, Palatine, Illinois
60067, Telecopier No.: (847) 705-9510, Attention: Chief Financial Officer, and
if to the Lender, at its address at 135 South LaSalle Street, Chicago, Illinois
60603, Telecopier No.: (312) 904-6225, Attention: Wesley R. Jost, with a copy
to Seyfarth, Shaw, Fairweather & Geraldson, 55 East Monroe Street, Chicago,
Illinois 60603, Telecopier No. (312) 269-8869, Attention: Theodore E. Cornell
III; or, as to each party, at such other address as shall be designated by such
party in a written notice to the other parties.  All such notices and
communications shall, when mailed, telegraphed, telecopied, telexed or cabled,
be effective when deposited in the mails, delivered to the telegraph company,
transmitted by telecopier, confirmed by telex answerback or delivered to the
cable company, respectively, except that notices and communications to the
Lender pursuant to Article II shall not be effective until received by the
Lender.

         SECTION 7.03.  No Waiver; Remedies.  No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder or under
any Note shall operate as a





                                      -45-
<PAGE>   46
waiver thereof; nor shall any single or partial exercise of any such rights
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 7.04.  Costs, Expenses.  (a) The Borrower agrees to pay on
demand (i) all reasonable fees, costs and out-of-pocket expenses of the Lender
in connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents (including, without
limitation, (A) all due diligence, transportation, computer, duplication,
appraisal, audit, insurance, consultant and search fees and expenses and (B)
the reasonable fees and expenses of counsel for the Lender with respect
thereto, with respect to advising the Lender as to its rights and
responsibilities, or the perfection, protection or preservation of rights or
interests, under the Loan Documents, with respect to negotiations with the
Borrower or with other creditors of the Borrower or any of its Subsidiaries
arising out of any Default or any events or circumstances that may give rise to
a Default and with respect to presenting claims in or otherwise participating
in or monitoring any bankruptcy, insolvency or other similar proceeding
involving creditors' rights generally and any proceeding ancillary thereto) and
(ii) all costs and  expenses of the Lender in connection with the enforcement
of the Loan Documents, whether in any action, suit or litigation, any
bankruptcy, insolvency or other similar proceeding affecting creditors' rights
generally or otherwise (including, without limitation, the reasonable fees and
expenses of counsel for the Lender); provided, however, that the Borrower and
the Lender agree that the amount of reasonable fees and expenses of counsel to
the Lender payable in connection with the negotiation, preparation and
execution of, and the initial Advance under, the Loan Documents shall be, in
the case of such fees, $10,000, plus, in the case of such expenses, the
reasonable expenses and disbursements of such counsel in connection therewith.

         (b)     The Borrower agrees to indemnify and hold harmless the Lender,
each of its affiliates and its and their officers, directors, employees,
agents, attorneys and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel (that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with (i) any Advances, any use of
the proceeds thereof, any of the transactions contemplated hereby or by the
other Loan Documents and any enforcement of rights and remedies hereunder or
under any other Loan Document, (ii) any acquisition or proposed acquisition by
the Borrower or any of its Subsidiaries, or (iii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries, in each case whether or not such investigation,
litigation or proceeding is brought by the Borrower or any of its Subsidiaries,
its or their directors, shareholders or creditors or an Indemnified Party or
any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense is found in a





                                      -46-
<PAGE>   47
final, non-appealable judgment by a court of competent jurisdiction to have
resulted solely from such Indemnified Party's gross negligence or willful
misconduct.

         (c)     if any payment of principal of, or conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of the
Lender other than on the last day of the Interest Period for such Advance, as a
result of a prepayment pursuant to Section 2.05, a payment or conversion
pursuant to Section 2.06(e), acceleration of the maturity of the Note or
Advances pursuant to Section 6.01 or for any other reason, the Borrower shall,
upon demand by the Lender, pay to the Lender any amounts required to compensate
the Lender for any additional losses, costs or expenses that it may be
reasonably incur as a result of such payment, including, without limitation,
any loss (including loss of anticipated profits but excluding, after the date
of any such payment or conversion, the Applicable Margin), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by the Lender to fund or maintain such Advance.  A certificate
as to such amounts submitted to the Borrower by the Lender shall be conclusive
and binding for all purposes, absent manifest error.  Any calculation or
determination under Section 2.06, 2.08 or this Section 7.04(c) shall be made on
the assumption that the Lender has funded or will fund each Eurodollar Rate
Advance in the applicable interbank market, provided that the Lender shall be
under no obligation to actually fund any Eurodollar Rate Advance in such
manner.

         (d)     Anything contained herein to the contrary notwithstanding, if
the Lender has sold a participation in any of its rights or obligations
hereunder and is entitled to any compensation, reimbursement or other payment
under Section 2.06, 2.08, 2.10, or this Section 7.04, the amount payable to the
Lender shall be determined and calculated as though no such participation had
been sold.

         SECTION 7.05.  Right to Set-off.  Upon the occurrence and during the
continuance of any Event of Default, the Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Lender or such Affiliate
to or for the credit or the account of the Borrower against any and all of the
Obligations of the Borrower now or hereafter existing under this Agreement and
the Note, irrespective of whether the Lender shall have made any demand under
this Agreement or the Note and although such obligations may be unmatured.  The
Lender agrees promptly to notify the Borrower after any such set-off and
application; provided, however, that the failure to give such notice shall not,
to the fullest extent permitted by law, affect the validity of such set-off and
application.  The rights of the Lender and its Affiliates under this Section
are in addition to all other rights and remedies (including, without
limitation, other rights of set-off) that the Lender and its Affiliates may
have.

         SECTION 7.06.  Binding Effect.  This Agreement shall become effective
when it shall have executed by the Borrower and the Lender and thereafter shall
be binding upon and inure





                                      -47-
<PAGE>   48
to the benefit of the Borrower, the Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Lender.

         SECTION 7.07.  Participation; Security Interest in favor of Federal
Reserve Bank.

         (a)     The Lender may sell participations in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Revolving Commitment, the Advances owing to
it and the Note) to any Person that is not, to the knowledge of the Lender
after reasonable inquiry, a competitor of the Borrower and to any bank, in each
case without the consent of the Borrower, and may sell such participations to
any other Person with the prior consent of the Borrower which shall not be
unreasonably delayed and which may only be withheld if the Borrower reasonably
believes that the proposed participant is a competitor of the Borrower;
provided, however, that (i) the Lender's obligations under this Agreement
(including, without limitation, its Revolving Commitment) shall remain
unchanged, (ii) the Lender shall remain solely responsible to the Borrower for
the performance of such obligations, (iii) the Lender shall remain the holder
of the Note and such Advances for all purposes of this Agreement, (iv) the
Borrower shall continue to deal solely and directly with the Lender in
connection with the Lender's rights and obligations under this Agreement and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of any Loan Document, or any consent
to any departure by the Borrower therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the
Note or Advances or any fees or other amounts payable hereunder, in each case
to the extent subject to such participation, or postpone any date fixed for any
payment or principal of, or interest on, the Note or Advances or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation.

         (b)     The Lender may, in connection with any participation or
proposed participation pursuant to this Section 7.07, disclose to the
participant or proposed participant, any information relating to the Borrower
and its Subsidiaries furnished to the Lender by or on behalf of the Borrower or
any of its Subsidiaries; provided, however, that, prior to any such disclosure,
the participant or proposed participant shall agreed to preserve (in accordance
with Section 7.13) the confidentiality of any Confidential Information received
by it from the Lender.

         (c)     Notwithstanding any other provision set forth in this
Agreement, the Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.





                                      -48-
<PAGE>   49
         SECTION 7.08.  Governing Law.  This Agreement and the Note shall be
governed by, and construed in accordance with, the laws of the State of
Illinois.

         SECTION 7.09.  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

         SECTION 7.10.  Change in Accounting Principles.  If any changes in
accounting principles from those used in the preparation of the financial
statements delivered to the Lender prior to the date hereof and referred to in
Section 4.01(g) ("GAAP Changes") are hereafter occasioned by the promulgation
of rules, regulations, pronouncements or opinions by or required by the
Financial Accounting Standards Board or the American Institute of Certified
Public Accountants (or successors thereto or agencies with similar functions)
and such changes result in a change in the method of calculation of, or in
different components in, any of the financial covenants, definitional
provisions, standards or other terms or conditions found in this Agreement, (i)
the parties hereto agree to enter into good faith negotiations with respect to
amendments to this Agreement to conform those covenants, definitional
provisions, standards or other terms and conditions as criteria for evaluating
the financial condition of, and performance by, the Borrower and its
Subsidiaries to substantially the same criteria as were effective prior to such
GAAP Change, and (ii) the Borrower shall be deemed to be in compliance with any
affected covenant or other provision during the 90-day period following any
such GAAP Change if and to the extent that the Borrower would have been in
compliance therewith under GAAP as in effect immediately prior to such GAAP
Change.  This Section 7.10 shall not be deemed to require the Borrower or the
Lender to agree to any modification of this Agreement to reflect any such GAAP
Change and if the parties, in their sole discretion, fail to reach agreement on
any such modification prior to the end of the 90-day period referred to in the
foregoing clause (ii), the terms of this Agreement shall remain unchanged and
the compliance of the Borrower with the covenants and other provisions
contained herein shall, upon the expiration of such 90-day period, be
calculated in accordance with GAAP without giving effect to such GAAP Change.
At the time of any GAAP Change, the Borrower shall furnish to the Lender a
statement of its independent auditors that such auditors concur with such
change, and following such change the Borrower shall furnish to the Lender a
reconciliation statement (A) with each financial statement furnished under this
Agreement, and (B) with each certificate or other data or information furnished
by the Borrower under this Agreement, in each case to show compliance by the
Borrower with all applicable financial covenants, definitional provisions,
standards or other terms or conditions for evaluating the financial condition
of, and performance by, the Borrower and its Subsidiaries hereunder.

         SECTION 7.11.  Limitation of Liability.  No claim may be made by the
Borrower, the Lender or any other Person against the Borrower, the Lender or
any of its or their Affiliates or





                                      -49-
<PAGE>   50
any of its or their officers, directors, employees, agents, attorneys or
advisors for any special, indirect, consequential or punitive damages in
respect of (i) any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this
Agreement, or (ii) any act, omission or event occurring in connection herewith
or therewith, and the Borrower and the Lender each hereby waives, releases and
agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.

         SECTION 7.12.  Consent to Jurisdiction and Service of Process.  ALL
JUDICIAL PROCEEDINGS BROUGHT BY THE LENDER OR ANY OF ITS AFFILIATES AGAINST THE
BORROWER OR BROUGHT BY THE BORROWER AGAINST THE LENDER IN EACH CASE WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN COOK COUNTY,
ILLINOIS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER
AND THE LENDER ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE.  EACH OF THE BORROWER AND
THE LENDER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS
SPECIFIED PURSUANT TO SECTION 7.02 HEREOF, SUCH SERVICE TO BECOME EFFECTIVE 10
DAYS AFTER SUCH MAILING.  EACH OF THE BORROWER AND THE LENDER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
(INCLUDING WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE.  NOTHING HEREIN SHALL
AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER, OR THE
BORROWER TO BRING PROCEEDINGS AGAINST THE LENDER, IN THE COURTS OF ANY OTHER
JURISDICTION.

         SECTION 7.13.  Confidentiality; Disclosure.  The Lender shall hold all
Confidential Information obtained pursuant to the requirements of this
Agreement in accordance with its customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking
practices and will use such information only in connection with





                                      -50-
<PAGE>   51
the transactions contemplated by this Agreement, and in any event may make
disclosure of any such information (i) to the extent required by law (including
statute, rule, regulation or judicial process), (ii) to bank examiners and
auditors and appropriate government examining authorities, (ii) to the extent
necessary or appropriate in connection with any litigation to which the Lender
is a party, (iv) to the Lender's Affiliates and its and their officers,
directors, employees, agents, attorneys and advisors and to actual or
prospective participants in any rights and obligations of the Lender under this
Agreement, or (v) in response to credit inquiries in accordance with its
customary procedures.

         SECTION 7.14.  Entire Agreement.  This Agreement, taken together with
all of the other Loan Documents and all certificates and other documents
delivered by or on behalf of the Borrower to the Lender, embodies the entire
agreement and supersedes all prior agreements, written and oral, relating to
the subject matter hereof.

         SECTION 7.15.  Waiver of Jury Trial.  EACH OF THE BORROWER AND THE
LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE
ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.

         IN WITNESS WHEREOF, the parties hereto have caused this Revolving
Credit Agreement to be executed by their respective officers thereunder duly
authorized, as of the date first above written.

                                       INSURANCE AUTO AUCTIONS, INC.
                                       a California corporation

                                       By:
                                           -------------------------------------
                                           Linda C. Larrabee
                                           Senior Vice President,
                                           Chief Financial Officer and Secretary

                                       Executed by the Borrower this 4th day
                                       of April, 1997

                                       LA SALLE NATIONAL BANK
                                       as Lender

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





                                      -51-
<PAGE>   52
                                        Domestic Lending Office:

                                        LaSalle National Bank
                                        135 South LaSalle Street
                                        Chicago, Illinois 60603


                                        Eurodollar Lending Office:

                                        LaSalle National Bank
                                        135 South LaSalle Street
                                        Chicago, Illinois 60603





                                      -52-