Exhibit 4.1
                                        
                                        
                                        
                                CREDIT AGREEMENT
                                        
                                  $160,000,000
                                        
                                      Among
                                        
         WICKES INC. (formerly Wickes Lumber Company) (the "Borrower"),
                                   as Borrower
                                        
                       EACH OF THE FINANCIAL INSTITUTIONS
                          INITIALLY A SIGNATORY HERETO,
                          TOGETHER WITH THOSE ASSIGNEES
                  PURSUANT TO SECTION 11.6 HEREOF ("Lenders"),
                                   as Lenders
                                        
                                BANKBOSTON, N.A.,
                      as Administrative Agent (the "Agent")
                               and as Issuing Bank
                                        
                                       and
                                        
                 NATIONSBANK, N.A., (the "Documentation Agent")
                             as Documentation Agent
                                        
                                       and
                                        
          BANCBOSTON ROBERTSON STEPHENS INC. (the "Syndication Agent"),
                        as Syndication Agent and Arranger
                                        


                          Dated as of February 17, 1999
                                        

                                TABLE OF CONTENTS
                                        
                                                                       Page
                                                                       ----    

ARTICLE 1.  DEFINITIONS                                                   1
     1.1. General Definitions.                                            1
     1.2. Accounting Terms and Determinations.                           21
     1.3. Other Defined Terms.                                           21

ARTICLE 2.  REVOLVING LOANS                                              21
     2.1. Commitments.                                                   21
     2.2. Borrowing of Revolving Loans.                                  22
     2.3. Settlement of Lender Advances and Repayments.                  25
     2.4. Periodic Settlement of Agent Advances and Repayments.          25
     2.5. Defaulting Lenders.                                            26
     2.6. Mandatory Payments; Reduction of Commitments.                  27
     2.7. Maintenance of Loan Account; Statements of Account.            27
     2.8. Payment Procedures.                                            28
     2.9. Collection of Accounts.                                        28
     2.10.Application of Payments.                                       29

ARTICLE 3.  LETTERS OF CREDIT                                            29
     3.1. Issuance of Letters of Credit.                                 29
     3.2. Terms of Letters of Credit.                                    30
     3.3. Lenders' Participation.                                        30
     3.4. Notice of Issuance.                                            31
     3.5. Payment of Amounts Drawn Under Letters of Credit.              31
     3.6. Payment by Lenders.                                            32
     3.7. Nature of Issuing Bank's Duties.                               32
     3.8. Obligations Absolute.                                          33

ARTICLE 4.  INTEREST, FEES AND EXPENSES                                  34
     4.1. Interest on Base Rate Loans.                                   34
     4.2. Interest on Eurodollar Rate Loans.                             35
     4.3. Interest After Event of Default.                               36
     4.4. Reimbursement of Expenses.                                     36
     4.5. Unused Line Fee.                                               36
     4.6. Letter of Credit Fees.                                         36
     4.7. Special Provisions Relating to Eurodollar Rate Loans.          38
     4.8. Indemnification in Certain Events.                             41
     4.9. Net Payments.                                                  42
     4.10.Affected Lenders.                                              43
     4.11.Sharing of Payments.                                           44
     4.12.Calculations.                                                  45

ARTICLE 5.  CONDITIONS PRECEDENT                                         45
     5.1. Conditions Precedent to Effectiveness.                         45
     5.2. Conditions Precedent to Effectiveness and to Each Revolving  Loan
          and Letter of Credit.                                          47

ARTICLE 6.  REPRESENTATIONS AND WARRANTIES                               47
     6.1. Organization and Qualification.                                47
     6.2. Authority.                                                     48
     6.3. Enforceability.                                                48
     6.4. No Conflict.                                                   48
     6.5. Consents and Filings.                                          48
     6.6. Financial Data.                                                48
     6.7. Subsidiaries.                                                  49
     6.8. No Judgment or Litigation.                                     49
     6.9. No Defaults.                                                   49
     6.10.Labor Matters.                                                 49
     6.11.Compliance with Law.                                           50
     6.12.ERISA.                                                         50
     6.13.Compliance with Environmental Laws.                            51
     6.14.Intellectual Property.                                         51
     6.15.Licenses and Permits.                                          52
     6.16.Title to Property.                                             52
     6.17.Investment Company.                                            52
     6.18.Taxes and Tax Returns.                                         52
     6.19.Material Contracts.                                            53
     6.20.Affiliate Transactions.                                        53
     6.21.Accuracy and Completeness of Information.                      54
     6.22.Recording Taxes.                                               54
     6.23.Solvency.                                                      54
     6.24.No Change.                                                     54
     6.25.Year 2000 Problem.                                             54

ARTICLE 7.  AFFIRMATIVE COVENANTS                                        55
     7.1. Financial Reporting.                                           55
     7.2. Collateral Reporting.                                          57
     7.3. Notification Requirements.                                     58
     7.4. Corporate Existence.                                           61
     7.5. ERISA.                                                         61
     7.6. Environmental and Other Matters.                               61
     7.7. Insurance; Casualty Loss.                                      62
     7.8. Taxes.                                                         63
     7.9. Compliance With Laws.                                          63
     7.10.Use of Proceeds.                                               63
     7.11.Fiscal Year.                                                   64
     7.12.Intellectual Property.                                         64
     7.13.Maintenance of Property.                                       64
     7.14.Books and Records; Inspections; Field Audits.                  64
     7.15.Further Assurances.                                            65
     7.16.Secured Interest Rate Agreements.                              65

ARTICLE 8.  NEGATIVE COVENANTS                                           65
     8.1. Unused Availability.                                           65
     8.2. Minimum Tangible Capital Funds.                                65
     8.3. [Reserved]                                                     66
     8.4. Capital Expenditures.                                          66
     8.5. Additional Indebtedness.                                       66
     8.6. Liens.                                                         67
     8.7. Sale of Assets.                                                68
     8.8. Corporate Changes.                                             69
     8.9. Guaranties.                                                    69
     8.10.Restricted Payments.                                           69
     8.11.Investments.                                                   70
     8.12.Affiliate Transactions.                                        71
     8.13.Prohibited Transactions Under ERISA.                           71
     8.14.Additional Bank Accounts.                                      72
     8.15.Excess Cash.                                                   73
     8.16.Material Amendments of Material Contracts.                     73
     8.17.Additional Negative Pledges.                                   73
     8.18.Additional Subsidiaries; Acquisitions.                         73
     8.19.Hedging Transactions.                                          75
     8.20.Activities of Subsidiaries.                                    76

ARTICLE 9.  EVENTS OF DEFAULT AND REMEDIES                               76
     9.1. Events of Default.                                             76
     9.2. Acceleration and Cash Collateralization.                       78
     9.3. Rescission of Acceleration.                                    78
     9.4. Remedies.                                                      78
     9.5. Right of Setoff.                                               79
     9.6. License  for  Use  of  Software and Other Intellectual  Property.
                                                                         79
     9.7. Deficiencies; Remedies Cumulative.                             80

ARTICLE 10.  THE AGENT                                                   80
     10.1. Appointment of Agent.                                         80
     10.2. Nature  of  Duties of Agent, Documentation Agent and  Syndication
          Agent.                                                         81
     10.3. Lack of Reliance on Agent.                                    81
     10.4. Certain Rights of the Agent.                                  82
     10.5. Reliance by Agent.                                            82
     10.6. Indemnification of Agent.                                     82
     10.7. The Agent in its Individual Capacity.                         82
     10.8. Holders of Notes.                                             83
     10.9. Successor Agent.                                              83
     10.10.Collateral Matters.                                           84
     10.11.Actions with Respect to Defaults.                             85
     10.12.Delivery of Information.                                      86
     10.13.Syndication Agent.                                            86
     10.14.No  Liability  for  Interest Rate Agreements or  Lumber  Hedging
          Agreements.                                                    86

ARTICLE 11.  MISCELLANEOUS                                               86
     11.1. SUBMISSION TO JURISDICTION; WAIVERS.                          86
     11.2. [RESERVED].                                                   87
     11.3. GOVERNING LAW.                                                87
     11.4. Delays; Partial Exercise of Remedies.                         87
     11.5. Notices.                                                      88
     11.6. Assignability.                                                88
     11.7. Confidentiality.                                              91
     11.8. Indemnification.                                              92
     11.9. Entire Agreement; Successors and Assigns.                     92
     11.10.Amendments and Waivers.                                       93
     11.11.Nonliability of Agent and Lenders.                            94
     11.12.Independent Nature of Lenders' Rights.                        94
     11.13.Counterparts.                                                 94
     11.14.Effectiveness.                                                94
     11.15.Severability.                                                 94
     11.16.Headings Descriptive.                                         94
     11.17.Maximum Rate.                                                 95
     11.18.JURY TRIAL.                                                   95
     
                          ANNEX, EXHIBITS AND SCHEDULES
                                        

Annex I        Lenders and Commitment Amounts

Exhibit A      Form of Revolving Note
Exhibit B      Form of Compliance Certificate
Exhibit C      Form of Borrowing Base Certificate
Exhibit D      Form of Collateral Access Agreement
Exhibit E      Form of Notice of Borrowing
Exhibit F      Form of Assignment and Assumption Agreement
Exhibit G      Form of Notice of Continuation
Exhibit H      Form of Notice of Conversion
Exhibit I      [Reserved]
Exhibit J      Authorized Officers
Exhibit K      Blocked Account Agreement
Exhibit L      Concentration Account Agreement

Schedule A     Closing Documents List
Schedule B     Disclosure Schedule
Schedule 8.7   Permitted Real Estate and Related Asset Sales

          THIS  CREDIT AGREEMENT (the "Credit Agreement") is entered into as  of
February 17, 1999 among WICKES INC. (formerly Wickes Lumber Company), a Delaware
corporation (and any permitted successor or assign, the "Borrower"), and each of
those  financial institutions identified as Lenders on Annex I hereto  (together
with  each  of  their  successors and assigns, referred  to  individually  as  a
"Lender"  and collectively as the "Lenders"), BANKBOSTON, N.A., acting as  agent
for  the Lenders in the manner and to the extent described in Article 10  hereof
(in  such  capacity,  the  "Agent"),  BANCBOSTON  ROBERTSON  STEPHENS  INC.,  as
Syndication Agent and Arranger (the "Syndication Agent"), NATIONSBANK, N.A.,  as
Documentation Agent (the "Documentation Agent"), and BANKBOSTON, N.A., as issuer
of letters of credit (in such capacity, the "Issuing Bank").

                               W I T N E S S E T H
                               - - - - - - - - - -

          WHEREAS,  the Borrower has requested that the Lenders, the Agent,  the
Syndication Agent, the Documentation Agent and the Issuing Bank enter into  this
Credit  Agreement  in  order  to make Revolving Loans  to  the  Borrower  in  an
aggregate amount of up to $160,000,000 and to provide Letters of Credit  to  the
Borrower to refinance certain existing indebtedness of the Borrower, provide for
the Borrower's ongoing working capital requirements, acquisitions (to the extent
permitted   herein),  general  business  requirements  and  capital  expenditure
requirements;

          NOW,  THEREFORE,  the  Borrower, the Lenders, the  Issuing  Bank,  the
Documentation  Agent,  the  Syndication Agent and  the  Agent  hereby  agree  as
follows:

ARTICLE 1.  DEFINITIONS
               
          1.1. General Definitions.

          As  used  herein,  the following terms shall have the meanings  herein
specified (to be equally applicable to both the singular and plural forms of the
terms defined):

Accounts shall mean "Accounts" as defined in the Security Agreement.
--------

Acquisition shall mean (a) the acquisition of all or substantially  all  of  the
-----------
assets  of a Person, or of all or substantially all of any business or  division
of  a  Person,  (b)  the acquisition of in excess of 50% of the  capital  stock,
partnership  interests, membership interests or equity of any Person  or  (c)  a
merger or consolidation or any other combination with another Person.

Adjusted  Eurodollar Rate shall mean, with respect to each Interest  Period  for
-------------------------
any  Eurodollar Rate Loan, the rate obtained by dividing (i) the Eurodollar Rate
for  such  Interest  Period by (ii) a percentage equal to  1  minus  the  stated
maximum  rate  (stated as a decimal) of all reserves, if  any,  required  to  be
maintained against "Eurocurrency liabilities" as specified in Regulation  D  (or
against  any other category of liabilities which includes deposits by  reference
to  which  the  interest  rate on Eurodollar Rate Loans  is  determined  or  any
category  of  extensions of credit or other assets which  includes  loans  by  a
non-United States office of any Lender to United States residents).

Adjusted Interest Expense shall mean Interest Expense, excluding interest  which
-------------------------
is paid in kind or is otherwise not paid or payable in cash.

Affiliate  shall mean, with respect to any Person, any Person which directly  or
---------
indirectly  controls, is controlled by, or is under common  control  with,  such
Person  or  any  Subsidiary of such Person or any Person who is  a  director  or
officer  of such Person or any Subsidiary of such Person.  For purposes of  this
definition, "control" shall mean the possession, directly or indirectly, of  the
power  to  (i) vote ten percent (10%) or more of the securities having  ordinary
voting  power  for the election of directors of such Person or  (ii)  direct  or
cause  the  direction of management and policies of a business, whether  through
the ownership of voting securities, by contract or otherwise and either alone or
in conjunction with others or any group.

Affiliate Transaction shall have the meaning given to such term in Section  8.12
---------------------
hereof.

Agent shall mean BKB as provided in the preamble to this Credit Agreement or any
----- 
successor to BKB.

Agent  Advance  shall mean a Revolving Loan made by the Agent  to  the  Borrower
--------------
pursuant to Section 2.2 hereof.

Agent's  Fee  Letter  shall mean that certain letter  dated  December  29,  1998
--------------------
between the Agent and the Borrower providing for the payment of certain fees  in
connection with the Credit Agreement.

Applicable Lending Office shall mean, with respect to each Lender, such Lender's
-------------------------
Eurodollar  Lending  Office  in the case of a Eurodollar  Rate  Loan,  and  such
Lender's Domestic Lending Office in the case of a Base Rate Loan.

Assignment  and  Assumption  Agreement shall mean an assignment  and  assumption
--------------------------------------
agreement  entered  into  by an assigning Lender and  an  assignee  Lender,  and
accepted  by  the Agent, in accordance with Section 11.6, substantially  in  the
form of Exhibit F.

Auditors   shall  mean  a  nationally-recognized  firm  of  independent   public
--------
accountants selected by the Borrower and satisfactory to the Agent in  its  sole
discretion.  For purposes of this Credit Agreement, the Borrower's current  firm
of  independent public accountants, Pricewaterhouse Coopers, shall be deemed  to
be satisfactory to the Agent.

Base Rate shall mean the higher of (a) the rate which BKB announces from time to
---------
time  at  its head office in Boston, Massachusetts, as its "base rate", and  (b)
one-half of one percent (0.50%) above the Federal Funds Rate.  The Base Rate  is
a  reference  rate and does not necessarily represent the lowest  or  best  rate
actually  charged  to  any  customer.  BKB and each  of  the  Lenders  may  make
commercial loans or other loans at rates of interest at, above or below the Base
Rate.

Base  Rate  Loan shall mean a Revolving Loan that bears interest as provided  in
----------------
Section 4.1 hereof.

Base  Rate  Spread  shall have the meaning given to such  term  in  Section  4.1
------------------
hereof.

Benefit  Plan  shall mean a defined benefit plan as defined in Section  3(3)  of
-------------
ERISA  (other than a Multiemployer Plan) for which the Borrower, any  Subsidiary
or  any  ERISA Affiliate is, or within the immediately preceding six  (6)  years
was, an "employer" as defined in Section 3(5) of ERISA.

BKB  shall  mean  BankBoston,  N.A.,  a national  banking  association,  in  its
---
individual capacity.

BKB Account shall have the meaning given to such term in Section 2.9 hereof.
-----------

Blocked Account shall have the meaning given to such term in Section 2.9 hereof.
---------------

Blocked  Account Agreement shall have the meaning given to such term in  Section
--------------------------
2.9 hereof.

Blocked  Account Bank shall have the meaning given to such term in  Section  2.9
---------------------
hereof.

Borrower  shall  mean  Wickes  Inc., a Delaware corporation  and  any  permitted
--------
successor or assign.

Borrowing shall mean a borrowing of Revolving Loans of the same Type on the same
---------
day.

Borrowing Base shall have the meaning given to such term in Section 2.1 hereof.
--------------

Borrowing Base Certificate shall have the meaning given to such term in  Section
--------------------------
7.2 hereof.

Business  Day  shall  mean  any  day on which banking  institutions  in  Boston,
-------------
Massachusetts  and  Chicago, Illinois, are open for the transaction  of  banking
business  and,  in  the case of Eurodollar Rate Loans, also a  day  which  is  a
Eurodollar Business Day.

Capital Expenditures shall mean, for any period, the sum of (a) all expenditures
--------------------
capitalized for financial statement purposes plus, without duplication, (b)  the
                                             ----
entire  principal  amount of any debt (including obligations  under  capitalized
leases)  assumed or incurred in connection with any such expenditures;  provided
                                                                        --------
that  "Capital  Expenditures"  shall in no event  include  any  portion  of  the
----
purchase  price paid in connection with the acquisition of any Person (including
through  the  purchase  of a majority of the capital stock  or  other  ownership
interests  of  such  Person or through merger or consolidation)  to  the  extent
allocable  to  property,  plant  or equipment.  Notwithstanding  the  foregoing,
"Capital Expenditures" shall not include insurance proceeds from a Casualty Loss
applied  to the repair or replacement of the property affected by such  Casualty
Loss.

Cash  Equivalents shall mean any of the following, so long as the  Agent  has  a
-----------------
perfected  security  interest  therein: (i)  securities  issued,  guarantied  or
insured by the United States or any of its agencies with maturities of not  more
than  one  year  from  the  date  acquired; (ii) certificates  of  deposit  with
maturities  of not more than one year from the date acquired issued  by  a  U.S.
federal  or  state chartered commercial bank of recognized standing,  which  has
capital and unimpaired surplus in excess of $200,000,000 and which bank  or  its
holding company has a short-term commercial paper rating of at least A-1 or  the
equivalent  by Standard & Poor's Corporation and at least P-1 or the  equivalent
by  Moody's  Investors Services, Inc.; (iii) reverse repurchase agreements  with
terms of not more than seven (7) days from the date acquired, for securities  of
the  type  described  in (i) above and entered into only with  commercial  banks
having the qualifications described in (ii) above; (iv) commercial paper,  other
than commercial paper issued by the Borrower or any of its Affiliates, issued by
any Person incorporated under the laws of the United States or any state thereof
and  rated  at  least  A-1  or  the equivalent  thereof  by  Standard  &  Poor's
Corporation  or  at  least P-1 or the equivalent thereof  by  Moody's  Investors
Service,  Inc., in each case with maturities of not more than one year from  the
date  acquired; and (v) investments in money market funds registered  under  the
Investment  Company Act of 1940, as amended, which have net assets of  at  least
$200,000,000 and at least eighty-five percent (85%) of whose assets  consist  of
securities  and other obligations of the type described in clauses  (i)  through
(iv) above.

Casualty Loss shall have the meaning given to such term in Section 7.7 hereof.
-------------

Change  of  Control shall mean the occurrence of one or more  of  the  following
-------------------
events:  (i) any sale, lease, exchange or other transfer (in one transaction  or
a  series of related transactions) of all or substantially all of the assets  of
the  Borrower to any Person or group of related Persons (a "Group") for purposes
of  Section  13(d)  of  the Securities Exchange Act of  1934,  as  amended  (the
"Exchange Act"), together with any Affiliates thereof, other than pursuant to  a
transaction  the  sole purpose and effect of which is to change  the  Borrower's
jurisdiction  of  incorporation  to another  state  within  the  United  States;
(ii) the approval by the holders of capital stock of the Borrower of any plan or
proposal  for  the  liquidation or dissolution of the  Borrower;  or  (iii)  the
acquisition  in  one  or more transactions of beneficial ownership  (within  the
meaning of Rule 13d-3 under the Exchange Act) by any Person or Group (other than
Riverside  Group,  Inc. or its Affiliates (collectively,  "Riverside"))  of  any
securities  of  the  Borrower such that, as a result of such  acquisition,  such
Person  or  Group beneficially owns (within the meaning of Rule 13d-3 under  the
Exchange  Act),  directly or indirectly, at least thirty percent  (30%)  of  the
Borrower's  then  outstanding voting securities entitled to vote  on  a  regular
basis  for  a  majority of the Board of Directors or other equivalent  governing
body  thereof,  unless at such times Riverside beneficially owns  an  amount  of
voting securities greater than the amount so held by such Person or Group.

Closing Date shall mean February 17, 1999.
------------

Closing Documents List shall mean the Closing Documents List attached hereto  as
-----------------
Schedule A.

Code shall have the meaning given to such term in Section 1.3.
----

Collateral  shall  mean any and all assets and rights and  interests  in  or  to
----------
property  of  the  Borrower  pledged from time  to  time  as  security  for  the
Obligations  whether  now  owned  or  hereafter  acquired,  including,   without
limitation, all of the Accounts, Inventory and Intangibles of the Borrower.

Collateral Access Agreements shall mean any landlord waivers, mortgagee waivers,
----------------------------
bailee  letters or any similar acknowledgment agreements of any warehouseman  or
processor  in  possession  of Inventory, in each case similar  in  substance  to
Exhibit D or Exhibit I, as applicable, or as otherwise required by the Agent  or
the Majority Lenders.

Collateral  Documents shall mean all contracts, instruments and other  documents
---------------------
now  or  hereafter  executed  and  delivered  in  connection  with  this  Credit
Agreement,  pursuant  to  which mortgages, liens and/or security  interests  are
granted  to the Agent in the Collateral for the benefit of the Lenders  and  the
Issuing Bank.

Collections shall mean all cash, funds, checks, notes, instruments and any other
-----------
form of remittance tendered by account debtors in payment of Accounts.

Commitment of any Lender shall mean the amount set forth opposite such  Lender's
----------
name  on  Annex  I, as such annex may be amended from time to  time,  under  the
heading  "Commitment," as such amount may be reduced from time to time  pursuant
to the terms of this Credit Agreement.

Concentration  Account Agreement shall have the meaning given to  such  term  in
--------------------------------
Section 2.9 hereof.

Consolidated  Entity shall mean the Borrower and each of its Subsidiaries  which
--------------------
would be consolidated with the Borrower for purposes of financial reporting.

Consolidated Net Income shall mean for any period the consolidated net income of
-----------------------
the Consolidated Entity for such period.

Consolidated Net Worth shall mean the excess of the consolidated assets  of  the
----------------------
Consolidated  Entity  over  the  consolidated liabilities  of  the  Consolidated
Entity.

Contingency  Account shall have the meaning given to such term in  Section  8.14
--------------------
hereof.

Contingent  Obligation of any Person shall mean any direct or indirect  guaranty
----------------------
or  other  contractual obligation, contingent or otherwise, of such Person  with
respect  to  any  Indebtedness  or other obligation  or  liability  of  another,
including  any such Indebtedness, obligation or liability directly or indirectly
guaranteed,  endorsed  (other than for collection or  deposit  in  the  ordinary
course of business), co-made or discounted or sold with recourse by such Person,
or  in  respect of which such Person is otherwise directly or indirectly liable,
including any contractual obligations (contingent or otherwise) arising  through
any  agreement  to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation  or liability or any security therefor, or to provide funds  for  the
payment  or  discharge  thereof (whether in the form of loans,  advances,  stock
purchases, capital contributions or otherwise), or to maintain solvency, assets,
level of income, or other financial condition, or to make payment other than for
value received.

Covered  Taxes  shall  have the meaning given to such  term  in  Section  4.9(a)
--------------
hereof.

Credit  Agreement shall mean this credit agreement, as the same may be modified,
-----------------
amended, extended, restated or supplemented from time to time.

Credit  Documents shall mean, collectively, this Credit Agreement, the Revolving
-----------------
Notes,  the  Letters of Credit, each of the Collateral Documents and  all  other
documents, agreements, instruments, opinions and certificates, now or  hereafter
executed and delivered in connection herewith or therewith, as the same  may  be
modified, amended, extended, restated or supplemented from time to time.

Credit  Parties  shall mean, collectively, the Borrower and  any  other  parties
---------------
(other  than  the  Lenders, the Agent, the Syndication Agent, the  Documentation
Agent  and  the Issuing Bank) to the Credit Documents (other than the Collateral
Access Agreements, the Blocked Account Agreements and the opinions).

Default  shall  mean  an event, condition or default which with  the  giving  of
-------
notice, the passage of time or both would be an Event of Default.

Defaulting  Lender  shall have the meaning given to such  term  in  Section  2.5
------------------
hereof.

Disbursement Account shall have the meaning given to such term in Section 2.2(c)
--------------------
hereof.

Disbursement Account Bank shall have the meaning given to such term  in  Section
-------------------------
2.2(c) hereof.

Documentation Agent shall mean NationsBank, N.A., as provided in the preamble to
-------------------
this Credit Agreement.

DOL  shall  mean  the  United  States Department  of  Labor  and  any  successor
---
department or agency.

Dollars and the sign $ shall each mean freely transferable lawful money  of  the
-------
United States.

Domestic  Lending Office shall mean, with respect to any Lender, the  office  of
------------------------
such  Lender  specified as its "Domestic Lending office" opposite  its  name  on
Annex I hereto, as such annex may be amended from time to time.

EBITDA shall mean, in any fiscal period, the Consolidated Net Income (other than
------
extraordinary items of the Consolidated Entity for such period),  (i)  plus  the
amount   of   all  Interest  Expense,  income  tax  expense,  depreciation   and
amortization,  including amortization of any goodwill or other  intangibles  for
such  period,  (ii) plus losses and minus gains (to the extent not  duplicative)
attributable to any fixed asset sales occurring during such period, (iii)  plus,
only  when calculating EBITDA for a period which includes a part of fiscal 1998,
Restructuring  Expenses attributable to such period, (iv) plus all non-recurring
and  extraordinary  expenses of the Consolidated Entity  occurring  during  such
period as reasonably determined by the Agent, and (v) plus or minus (as the case
may  be) any other non-cash charges which have been subtracted or added, as  the
case may be, in calculating Consolidated Net Income for such period.

Eligible  Accounts  Receivable shall mean Accounts of the  Borrower  payable  in
------------------------------
Dollars  and deemed by the Agent in its Permitted Discretion to be eligible  for
inclusion  in the calculation of the Borrowing Base.  In determining the  amount
to  be  so  included, the face amount of such Accounts shall be reduced  by  the
amount  of all returns, discounts, claims, credits, charges, or other allowances
and  by the aggregate amount of all reserves, limits and deductions provided for
in  this  definition and elsewhere in this Credit Agreement.   Unless  otherwise
approved  in writing by the Agent, no Account shall be deemed to be an  Eligible
Account Receivable if:

          (a)  the Account arises out of a  sale  made  by  the  Borrower  to an
     Affiliate; or
          (b)  the Account is unpaid  more  than  thirty  (30)  days  after  the
     original payment due date; provided, however, that the  aggregate amount of
                                --------  -------
     all invoices providing for payment in the second or third  month  following
     the month of purchases  relating  to  such  invoices  that  may  constitute
     Eligible Accounts Receivable shall not exceed twenty percent (20%) of total
     Eligible Accounts Receivable at any one time; provided,  further,  that any
                                                   --------   -------
     Account that is unpaid more than one hundred twenty  (120)  days  following
     the date of purchase shall in no event be an Eligible Accounts  Receivable;
     or          
          (c)  the Account is owing  by an  account  debtor  (or  any  Affiliate
     thereof) with respect to  which  twenty  percent  (20%)  or  more,  in face
     amount, of all Accounts from such account debtor (or any Affiliate thereof)
     are unpaid more than sixty (60) days past the original payment due date; or
     
          (d)  (i) the  account  debtor  is  also a  creditor  of the  Borrower,
     (ii) the account debtor has disputed its liability on, or the account debt-
     or has made any claim with respect to, such Account or  any  other  Account
     due from such account debtor to the Borrower, which has not  been  resolved
     or (iii) the Account otherwise is or may  become  subject  to any  right of
     setoff by the account debtor; provided, that any Account deemed  ineligible
                                   --------
     pursuant to this clause (d) shall only be ineligible to the  extent  of the
     amount owed by the Borrower to the  account  debtor,  the  amount  of  such
     dispute or claim, or the amount of such setoff, as applicable; or
     
          (e)  the account debtor has  commenced  a  voluntary  case  under  the
     federal bankruptcy laws, as now constituted or hereafter  amended,  or made
     an assignment for the benefit of creditors, or a decree or order for relief
     has been entered by a court having jurisdiction over the account  debtor in
     an involuntary case under the federal bankruptcy laws, as  now  constituted
     or hereafter amended, or any other petition or other application for relief
     under the federal bankruptcy laws has been filed by or against the  account
     debtor, or the account debtor has filed a certificate of dissolution  under
     applicable state law or shall be  liquidated,  dissolved  or  wound-up,  or
     shall authorize or commence  any  action  or  proceeding  for  dissolution,
     winding-up or liquidation, or the  account  debtor  has  failed,  suspended
     business, declared itself to be insolvent,  is  generally  not  paying  its
     debts as they become due or  has  consented  to  or  suffered  a  receiver,
     trustee, liquidator or custodian to be appointed  for it  or  for  all or a
     significant portion  of  its  assets  or  affairs,  unless  the  payment of
     Accounts from such account debtor is secured in  a  manner  satisfactory to
     the Agent or, if the Account from such account  debtor arises subsequent to
     a decree or order for relief with respect to such  account debtor under the
     federal bankruptcy laws, as now or hereafter in  effect,  the  Agent  shall
     have determined that the timely payment and collection of such Account will
     not be impaired; or
     
          (f)  the sale is to an account debtor outside of the continental
     United States or Canada (other than the Province  of  Quebec),  unless  the
     account debtor thereon has supplied the Borrower with an irrevocable letter
     of credit in form and substance satisfactory to  the  Agent,  issued  by  a
     financial institution satisfactory to the Agent and  which  has  been  duly
     transferred to the Agent (together with sufficient documentation to  permit
     direct draws by the Agent); or
     
          (g)  the sale to the account debtor is on a bill-and-hold,  guarantied
     sale, sale-and-return, sale on approval or consignment basis or made pursu-
     ant to any other written agreement providing for repurchase or return; or
     
          (h)  the Agent determines in its Permitted Discretion that  collection
     of such Account is uncertain or that such Account may not be paid by reason
     of the account debtor's financial inability to pay; or
     
          (i)  the account debtor is the United States of America or any depart-
     ment, agency or instrumentality thereof, unless the Borrower  duly  assigns
     its rights to payment of such Account to the Agent pursuant to the  Assign-
     ment of Claims Act of 1940, as amended (31 U.S.C.  3727 et seq.); or
     
          (j)  the goods giving rise to such Account have not been  shipped  and
     delivered to and accepted by the account debtor or the services giving rise
     to such Account have not been performed by the Borrower and accepted by the
     account debtor or the Account otherwise does not represent a final sale; or
     
          (k)  the Account does not comply with all  applicable  legal  require-
     ments, including, where applicable, the Federal Consumer Credit  Protection
     Act, the Federal Truth in Lending Act  and  Regulation Z  of the  Board  of
     Governors of the Federal  Reserve  System,  in  each  case  as  amended; or
     
          (l)  the Agent does not have a  valid  and  perfected  first  priority
     security interest in such Account or the Account does not otherwise conform
     to the representations and warranties contained in the Credit  Agreement or
     the other Credit Documents; or
     
          (m)  the Account is subject to any security deposit, progress  payment
     or other similar advance made by or  for  the  benefit  of  the  applicable
     account debtor; or

          (n)  a portion of such Account is subject to any retainage or  similar
     amount that the account debtor may hold back or retain pending approval  of
     the Borrower's performance or any other  contingency,  but  solely  to  the
     extent of such portion; or
     
          (o)  a portion of such Account  consists  of  finance  or  delinquency
     charges, but solely to the extent of such portion; or
     
          (p)  the  Account  is  subject  to  any  reserve  established  by  the
     Borrower, but solely to the extent of such reserve.
     
Eligible  Inventory shall mean items of Inventory of the Borrower held for  sale
-------------------
in  the  ordinary course (but not packing or shipping materials  or  maintenance
supplies)  deemed by the Agent in its Permitted Discretion to  be  eligible  for
inclusion  in the calculation of the Borrowing Base.  In determining the  amount
to  be so included, the amount of such Inventory shall be valued at the lower of
cost  or market on a basis consistent with the Borrower's current and historical
accounting  practice or as otherwise acceptable to the Agent.  Unless  otherwise
approved  in  writing  by  the Agent, Inventory shall  not  be  deemed  Eligible
Inventory if:

          (a)  it is not owned solely by the Borrower or the  Borrower  does not
     have good, valid and marketable title thereto; or
     
          (b)  it is not located on property owned or leased by the  Borrower or
     in a contract warehouse or other third party location, subject in each case
     to a Collateral Access Agreement executed by the lessor, the contract ware-
     houseman or the other third party, as the case may be  (together  with  any
     related filings or notices required by the Agent), and segregated or other-
     wise separately identifiable from goods of others,  if any,  stored  on the
     premises; or
     
          (c)  it is not subject to a perfected first priority Lien in  favor of
     the Agent, except for Liens for unpaid rent or normal and  customary  ware-
     housing and common carrier charges not more than thirty (30) days past due;
     or

          (d)  it is not located in the  continental  United  States  or  Canada
     (other than Quebec); or
     
          (e)  it is goods returned or rejected by the Borrower's  customers  or
     goods in transit to third parties (other than to warehouse sites covered by
     Collateral Access Agreements); or
     
          (f)  it is work in process to the extent that such work in  process at
     any time exceeds $2,000,000; or
     
          (g)  it is obsolete or slow moving, or does not  otherwise  conform to
     the representations and warranties contained in  the  Credit  Documents; or
     
          (h)  it is held by the Borrower on consignment; or
     
          (i)  it consists of tools or other property held for rental to other
     Persons.
     
Equipment shall have the meaning provided in the Code as in effect on  the  date
---------
hereof.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended
-----
from  time to time, and any successor statute thereto and all final or temporary
regulations  promulgated  thereunder  and  published  and  generally  applicable
rulings entitled to precedential effect.

ERISA  Affiliate  shall  mean any entity required at any  relevant  time  to  be
----------------
aggregated with the Borrower or any Subsidiary under Sections 414(b),  (c),  (m)
or (o) of the Internal Revenue Code.

Eurodollar  Business Day shall mean any Business Day on which  commercial  banks
------------------------
are  open for international business (including dealings in Dollar deposits)  in
London or such other eurodollar interbank market as may be selected by the Agent
in its sole discretion acting in good faith.

Eurodollar Lending Office shall mean, with respect to any Lender, the office  of
-------------------------
such  Lender specified as its "Eurodollar Lending Office" opposite its  name  on
Annex  I, as such annex may be amended from time to time (or, if no such  office
is specified, its Domestic Lending office), or such other office or Affiliate of
such Lender as such Lender may from time to time specify to the Borrower and the
Agent.

Eurodollar  Rate  shall  mean,  with respect to the  Interest  Period  for  each
----------------
Eurodollar Rate Loan comprising part of the same Borrowing, an interest rate per
annum  equal  to  the  rate  (rounded upward to the nearest  whole  multiple  of
one-sixteenth (1/16) of one percent (1.00%) per annum, if such rate is not  such
a  multiple)  of  the  offered quotation, if any, to first class  banks  in  the
Eurodollar  market  by  BKB for U.S. dollar deposits of amounts  in  immediately
available  funds comparable to the principal amount of the Eurodollar Rate  Loan
for which the Eurodollar Rate is being determined with maturities comparable  to
the   Interest  Period  for  which  such  Eurodollar  Rate  will  apply  as   of
approximately 10:00 A.M. Boston time two (2) Eurodollar Business Days  prior  to
the commencement of such Interest Period.

Eurodollar Rate Loan shall mean a Revolving Loan that bears interest as provided
--------------------
in Section 4.2 hereof.

Eurodollar Rate Spread shall have the meaning given to such term in Section  4.2
----------------------
hereof.

Event(s)  of Default shall have the meaning provided for in Article  9  of  this
--------------------
Credit Agreement.

Existing  Advances  shall mean the loans, investments and advances  between  the
------------------
Borrower  and its Subsidiaries in existence as of the Closing Date and described
on Schedule B hereto.

Expenses shall mean all present and future expenses incurred by or on behalf  of
--------
the Agent and the Syndication Agent in connection with the Credit Agreement, any
other  Credit Document or otherwise related hereto or thereto, whether  incurred
heretofore or hereafter, which expenses shall include, without being limited to,
the  cost of record searches, the fees and expenses of attorneys (including  the
allocated  cost  of  internal counsel) and paralegals, all  costs  and  expenses
incurred by the Agent in opening bank accounts and lockboxes, depositing checks,
receiving  and  transferring funds (whether pursuant to the  automated  clearing
house  or  otherwise), and any charges imposed on the Agent due to  insufficient
funds  of  deposited  checks  and  the Agent's standard  fee  relating  thereto,
collateral  examination  fees and expenses, fees and  expenses  of  accountants,
appraisers or other consultants, experts or advisors employed or retained by the
Agent,  fees  and  expenses incurred by the Agent and the Syndication  Agent  in
connection  with the assignments of or sales of participations in the  Revolving
Loans,  fees and taxes relative to the filing of financing statements, costs  of
preparing and recording Collateral Documents, all expenses, costs and  fees  set
forth  in  Article  4  of  this Credit Agreement, all other  fees  and  expenses
required to be paid pursuant to the Agent's Fee Letter and all fees and expenses
incurred  in connection with releasing Collateral and the amendment, enforcement
or termination of any of the Credit Documents.

Expiration Date shall mean June 30, 2003.
---------------

Fairness  Conditions shall have the meaning given to such term in  Section  8.12
--------------------
hereof.

Federal  Funds Rate shall mean, 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 on  such
transactions  received  by  the  Agent  from  three  Federal  Funds  brokers  of
recognized standing selected by it.

Fees  shall mean, collectively, the Unused Line Fee, the Letter of Credit  Fees,
----
the Issuing Bank Fees, fees charged from time to time by BKB for maintaining the
BKB Account and other accounts for the Borrower, and the other fees provided for
in  the  Agent's  Fee Letter or otherwise payable to the Agent, the  Syndication
Agent, the Issuing Bank or the Lenders.

Financial   Statements  shall  mean  the  consolidated   (and,   if   requested,
----------------------
consolidating)  balance  sheets, statements of operations,  statements  of  cash
flows  and statements of changes in stockholders' equity/deficit of the Borrower
for the period specified.

Foreign  Lender shall mean any Lender organized under the laws of a jurisdiction
---------------
outside of the United States.

Funding Bank shall have the meaning given to such term in Section 4.8 hereof.
------------

GAAP shall mean generally accepted accounting principles in the United States as
----
in effect from time to time.

GLC  shall  mean  GLC Division, Inc., a Delaware corporation and a  wholly-owned
---
Subsidiary of the Borrower.

Governing Documents shall mean, as to any Person, the certificate or articles of
-------------------
incorporation and by-laws or other organizational or governing documents of such
Person.

Governmental Authority shall mean any nation or government, any state  or  other
----------------------
political  subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

Highest  Lawful Rate shall mean, at any given time during which any  obligations
--------------------
shall be outstanding hereunder, the maximum non-usurious interest rate, if  any,
that  at  any time or from time to time may be contracted for, taken,  reserved,
charged or received on the Obligations owing under this Credit Agreement,  under
the  laws  of  the State of Massachusetts (or the law of any other  jurisdiction
whose  laws  may be mandatorily applicable notwithstanding other  provisions  of
this  Credit Agreement and the other Credit Documents), in any case after taking
into  account, to the extent permitted by applicable law, any and  all  relevant
payments  or charges under this Credit Agreement and any other Credit  Documents
executed  in  connection herewith, and any available exemptions, exceptions  and
exclusions.

Indebtedness  shall  mean, with respect to any Person, (a) all  indebtedness  of
------------
such Person for borrowed money or for the deferred purchase price of property or
services  (other  than  trade liabilities incurred in  the  ordinary  course  of
business  and  payable  in  accordance with customary  practices)  or  which  is
evidenced  by a note, bond, debenture or similar instrument, (b) all obligations
of  such  Person  under capital leases, (c) all obligations of  such  Person  in
respect of letters of credit, banker's acceptances or similar obligations issued
or  created  for  the  account  of such Person, (d)  liabilities  arising  under
Interest Rate Agreements and Lumber Hedging Agreements of such Person,  (e)  all
Contingent  Obligations of such Person and (f) all liabilities  secured  by  any
Lien  on  any  property owned by such Person even though  such  Person  has  not
assumed or otherwise become liable for the payment thereof.

Indenture  shall  mean  the Indenture with respect to  the  Senior  Subordinated
---------
Notes,  dated  as of October 15, 1993, between the Borrower and  Marine  Midland
Bank, N.A., as trustee, as amended, supplemented or otherwise modified from time
to time with the prior written consent of the Majority Lenders.

Intangibles shall mean "Intangibles" as defined in the Security Agreement.
-----------

Interest  Coverage Ratio shall mean, with respect to any period,  the  ratio  of
------------------------
EBITDA  for such period to Adjusted Interest Expense of the Consolidated  Entity
for such period.

Interest  Expense  shall  mean,  with  respect  to  any  Person,  the  aggregate
-----------------
consolidated  interest  expense  of  such  Person  in  respect  of  Indebtedness
determined  on a consolidated basis, including, without limitation, amortization
of  original  issue  discount on any Indebtedness and of  all  fees  payable  in
connection  with the incurrence of such Indebtedness (to the extent included  in
interest  expense), the interest portion of any deferred payment obligation  and
the interest component of any capital lease obligations.

Interest Period shall mean for any Eurodollar Rate Loan the period commencing on
---------------
the date of such Borrowing and ending on the last day of the period selected  by
the  Borrower  pursuant  to the provisions below.  The  duration  of  each  such
Interest  Period  shall be one, two, three or six months, in each  case  as  the
Borrower  may, in an appropriate Notice of Borrowing, Notice of Continuation  or
Notice  of  Conversion, select; provided, however, that  the  Borrower  may  not
                                --------  -------
select  any  Interest Period that ends after the Expiration Date.  Whenever  the
last  day  of  any Interest Period would otherwise occur on a day other  than  a
Business Day, the last day of such Interest Period shall be extended to occur on
the  next  succeeding Business Day, provided that if such extension would  cause
                                    --------
the  last  day  of such Interest Period to occur in the next following  calendar
month,  the  last day of such Interest Period shall occur on the next  preceding
Business Day.

Interest  Rate  Agreement  shall mean any interest  rate  protection  agreement,
-------------------------
interest  rate  future, interest rate option, interest rate swap, interest  rate
cap  or other interest rate hedge or arrangement under which the Borrower or any
Subsidiary is a party or beneficiary.

Internal  Revenue Code shall mean the Internal Revenue Code of 1986, as  amended
----------------------
from  time to time, and any successor statute thereto and all final or temporary
rules and regulations promulgated thereunder and published, generally applicable
rulings entitled to precedential effect to the extent such rules, regulations or
rulings are effective and applicable hereto.

Internal  Revenue  Service or IRS shall mean the United States Internal  Revenue
---------------------------------
Service and any successor agency.

Inventory shall mean "Inventory" as defined in the Security Agreement.
---------

Investment  shall  mean  all  expenditures made  and  all  liabilities  incurred
----------
(contingently or otherwise) for or in connection with the acquisition  of  stock
(or  other equity interests) or Indebtedness of, or for loans, advances, capital
contributions  or transfers of property to, or in respect of any guaranties  (or
other  commitments  as  described under Indebtedness)  of  obligations  of,  any
Person.  In determining the aggregate amount of Investments outstanding  at  any
particular  time,  (i) the amount of any Investment represented  by  a  guaranty
shall  be  taken  at  not  less than the principal  amount  of  the  obligations
guarantied  and still outstanding; (ii) there shall be deducted  in  respect  of
each  such  Investment any amount received as a return of capital (but  only  by
repurchase,   redemption,   retirement,  repayment,  liquidating   dividend   or
liquidating distribution); (iii) there shall not be deducted in respect  of  any
Investment  any  amounts  received as earnings on such  Investment,  whether  as
dividends, interest or otherwise; and (iv) there shall not be deducted from  the
aggregate amount of Investments any decrease in the market value thereof.

Issuing Bank shall mean BKB or any Lender that is acceptable to the Agent  which
------------
has  agreed  to  issue a Letter of Credit for the account of the Borrower  under
this Credit Agreement.

Issuing  Bank  Fees  shall have the meaning given to such term  in  Section  4.6
-------------------
hereof.

Lender  and Lenders shall have the respective meanings provided in the  preamble
------      -------
to this Credit Agreement.

Lender  Advance shall mean a Revolving Loan made by the Lenders to the  Borrower
---------------
pursuant to Section 2.2 hereof.

Letter  of  Credit Fee Percentage shall have the meaning given to such  term  in
---------------------------------
Section 4.6 hereof.

Letter  of Credit Fees shall mean the fees payable to the Agent for the  benefit
----------------------
of  the Agent and the Lenders by the Borrower under and pursuant to Section  4.6
hereof.

Letter  of  Credit  Obligations shall mean, at any time,  the  sum  of  (i)  the
-------------------------------
aggregate undrawn amount of all Letters of Credit outstanding at such time, plus
                                                                            ----
(ii) the aggregate amount of all drawings under Letters of Credit for which  the
Issuing  Bank  has  not at such time been reimbursed, plus (iii)  the  aggregate
                                                      ----
amount  of all payments made by each Lender to the Issuing Bank with respect  to
such  Lender's  participation in Letters of Credit as provided  in  Section  3.3
hereof  for  which  the  Borrower has not at such time reimbursed  the  Lenders,
whether by way of a Revolving Loan or otherwise.

Letter  of  Credit Request shall have the meaning given to such term in  Section
--------------------------
3.4 hereof.

Letters  of  Credit  shall  mean all letters of credit (whether  documentary  or
-------------------
stand-by  and  whether  for the purchase of inventory, equipment  or  otherwise)
issued  for  the  account of the Borrower pursuant to Article 3 hereof  and  all
amendments, renewals, extensions or replacements thereof.

Lien(s)  shall mean any lien, claim, charge, pledge, security interest, deed  of
-------
trust,  mortgage,  other encumbrance or other arrangement having  the  practical
effect of the foregoing or other preferential arrangement of any other kind  and
shall  include  the  interest of a vendor or lessor under any  conditional  sale
agreement, capital lease or other title retention agreement.

Loan Account shall have the meaning given to such term in Section 2.7 hereof.
------------

LTC  shall  mean  Lumber  Trademark  Company,  an  Illinois  corporation  and  a
---
wholly-owned Subsidiary of the Borrower.

LTC  Sublicense Agreement shall mean that certain Amended and Restated Trademark
-------------------------
Sublicense Agreement, dated as of March 18, 1994, between the Borrower and  LTC,
together  with the replacement license agreement referred to on Schedule  B,  in
                                                                -----------
each case as such agreement may be amended from time to time with the consent of
the Agent.

Lumber  Hedging  Account shall mean an account maintained by  the  Borrower  and
------------------------
approved by the Agent at an appropriate financial institution in connection with
the purchase by the Borrower of Lumber Hedging Agreements.

Lumber  Hedging  Agreement  shall mean any lumber futures  contract  or  similar
--------------------------
agreement  or arrangement entered into by the Borrower as traded on the  Chicago
Mercantile  Exchange  or  any  comparable exchanges,  designed  to  protect  the
Borrower  against  fluctuations in the price of  lumber  actually  used  in  the
ordinary course of the Borrower's business.

Maintenance  Capital Expenditures shall mean, for any period,  the  sum  of  all
---------------------------------
Capital Expenditures made by the Borrower for (i) the maintenance and repair  of
any  property, facilities or equipment and (ii) the replacement of any  obsolete
property, facilities or equipment.

Majority Lenders shall mean, at any time, those Lenders (i) then owed or holding
----------------
in  the  aggregate at least fifty-one percent (51%) of the Total Commitments  or
(ii)  if  the Commitments are terminated, those Lenders then owed or holding  in
the  aggregate  at  least fifty-one percent (51%) of the  outstanding  principal
amount of Revolving Loans (or if the Commitments are terminated and no Revolving
Loans  are  outstanding, those Lenders then holding at least  fifty-one  percent
(51%)  of  the  aggregate  participation interests in  Letters  of  Credit  then
outstanding).

Material  Adverse  Effect  shall  mean a material  adverse  effect  on  (i)  the
-------------------------
business,  prospects, operations, results of operations, assets, liabilities  or
condition (financial or otherwise) of any Credit Party, (ii) any Credit  Party's
ability to perform its obligations under the Credit Documents to which it  is  a
party,  or (iii) the rights and remedies of the Agent, the Issuing Bank  or  the
Lenders under any Credit Document.

Material  Contract shall mean any contract (including, without  limitation,  the
------------------
Indenture,  the  LTC Sublicense Agreement or other arrangement (other  than  the
Credit Documents), whether written or oral, to which the Borrower or any of  the
Subsidiaries is a party as to which the breach, nonperformance, cancellation  or
failure to renew by any party thereto could have a Material Adverse Effect.

Multiemployer  Plan  shall mean a "multiemployer plan"  as  defined  in  Section
-------------------
4001(a)(3)  of  ERISA and (i) which is, or within the immediately preceding  six
(6)  years  was,  contributed to by the Borrower, any Subsidiary  or  any  ERISA
Affiliate or (ii) with respect to which the Borrower or any Subsidiary may incur
any liability.

Net  Cash Proceeds shall mean, with respect to any sale or other disposition  of
------------------
assets,  the  total  cash  proceeds received in connection  therewith  less  all
advisory  fees, legal costs, closing costs, commissions and other  out-of-pocket
expenses reasonably incurred in connection therewith.

Notice  of  Borrowing shall have the meaning given to such term in  Section  2.2
---------------------
hereof.

Notice  of  Continuation shall have the meaning given to such  term  in  Section
------------------------
4.7(a) hereof.

Notice of Conversion shall have the meaning given to such term in Section 4.7(b)
--------------------
hereof.

Obligations  shall  mean  the  unpaid principal of and  interest  on  (including
-----------
interest accruing on or after the filing of any petition in bankruptcy,  or  the
commencement of any insolvency, reorganization or like proceeding,  relating  to
the  Borrower, whether or not a claim for post-filing or post-petition  interest
is allowed in such proceeding) the Revolving Loans, any reimbursement obligation
or  indemnity  of  the  Borrower  on account of  Letters  of  Credit  (including
obligations to Lenders as participants in the letter of credit exposure  of  the
Issuing  Bank  under  Section  3.3 hereof) or any  accommodation  extended  with
respect  to  applications  for Letters of Credit, the Fees,  the  Expenses,  any
payment obligation of the Borrower to BKB or any other Lender in connection with
any  Secured  Interest  Rate  Agreement (whether such  obligation  arises  under
Section  7.16  hereof,  the  agreement  governing  such  Secured  Interest  Rate
Agreement  or  otherwise)  and  all other obligations  and  liabilities  of  the
Borrower  to  the  Agent,  the Syndication Agent, the Issuing  Bank  or  to  the
Lenders,  whether direct or indirect, absolute or contingent, due or  to  become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, the Notes, any other Credit Document  and
any other document made, delivered or given in connection herewith or therewith,
and each other obligation and liability, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, whether
on  account  of  principal,  interest,  fees,  indemnities,  costs  or  expenses
(including,  without limitation, all fees and disbursements of  counsel  to  the
Agent,  the  Syndication Agent, the Issuing Bank or to  the  Lenders)  that  are
required  to  be paid by the Borrower to the Lenders, the Agent, the Syndication
Agent  or the Issuing Bank pursuant to the terms of the Credit Agreement or  any
of the other Credit Documents.

PBGC  shall  mean  the  Pension  Benefit Guaranty  Corporation  and  any  Person
----
succeeding to the functions thereof.

Permitted  Discretion shall mean the Agent's judgment exercised  in  good  faith
---------------------
based  upon  its  consideration of any factor which the Agent believes  in  good
faith:  (i)  will  or  could adversely affect the value of any  Collateral,  the
enforceability or priority of the Agent's Liens thereon or the amount which  the
Agent and the Lenders would be likely to receive (after giving consideration  to
delays  in  payment  and  costs  of enforcement)  in  the  liquidation  of  such
Collateral;  (ii)  suggests that any collateral report or financial  information
delivered  to  the Agent by any Person on behalf of the Borrower is  incomplete,
inaccurate or misleading in any material respect; (iii) materially increases the
likelihood  of  a  bankruptcy,  reorganization or  other  insolvency  proceeding
involving  the Borrower or any of its Subsidiaries or any of the Collateral,  or
(iv)  creates or reasonably could be expected to create a Default  or  Event  of
Default.   In  exercising  such judgment, the Agent may  consider  such  factors
already  included in or tested by the definition of Eligible Accounts Receivable
or  Eligible  Inventory, as well as any of the following: (i) the financial  and
business   climate   of  the  Borrower's  industry  and  general   macroeconomic
conditions, (ii) changes in collection history and dilution with respect to  the
Accounts,  (iii) changes in demand for, and pricing of, Inventory, (iv)  changes
in any concentration of risk with respect to Accounts and Inventory, (v) changes
in  turnover  statistics  with respect to Inventory and/or  Accounts,  including
actual  versus historical and projected, and (vi) any other factors that  change
the  credit risk of lending to the Borrower on the security of the Accounts  and
Inventory.  The burden of establishing lack of good faith hereunder shall be  on
the Borrower.

Person  shall  mean  any individual, sole proprietorship,  partnership,  limited
------
liability   company,   joint   venture,  trust,   unincorporated   organization,
association,  corporation, institution, entity, party or  government  (including
any division, agency or department thereof), and, as applicable, the successors,
heirs and assigns of each.

Plan  shall mean any employee benefit plan, program or arrangement, whether oral
----
or  written, maintained or contributed to by the Borrower or any Subsidiary,  or
with respect to which the Borrower or any Subsidiary may incur liability.

Pledge  Agreement  shall mean that certain Pledge Agreement,  dated  as  of  the
-----------------
Closing  Date, pursuant to which the Borrower pledges to the Agent  all  of  the
issued  and  outstanding  shares of capital stock of GLC,  Wickes  International
Holding  Corporation  and  LTC  owned  by  the  Borrower  as  security  for  the
Obligations,  as  the same may be amended, restated, supplemented  or  otherwise
modified from time to time.

Proportionate  Share  shall mean, with respect to any  Lender,  (i)  a  fraction
--------------------
(expressed as a percentage), the numerator of which shall be the amount of  such
Lender's  Commitment and the denominator of which shall be the Total Commitments
or,  (ii)  if the Commitments are terminated, a fraction the numerator of  which
shall  be the principal amount of such Lender's Revolving Loans outstanding  and
the  denominator  of  which  shall  be the aggregate  principal  amount  of  all
Revolving Loans of all Lenders then outstanding, or (iii) if the Commitments are
terminated  and no Revolving Loans are outstanding, a fraction the numerator  of
which  shall  be  such Lender's aggregate participation interests,  pursuant  to
Section  3.3,  in the Letters of Credit then outstanding and the denominator  of
which shall be the Letter of Credit Obligations.

Purchase  Money  Liens shall mean liens on any item of Equipment acquired  after
----------------------
the  date  of  this Credit Agreement, provided that:  (i) each such  lien  shall
                                      --------
attach  only to the property to be acquired; (ii) a description is furnished  to
the  Agent for any property so acquired, the purchase price of which is  greater
than  $250,000; and (iii) the debt incurred in connection with such acquisitions
shall  not  exceed the amount of the purchase price of such items  of  Equipment
then being financed.

Real  Estate  shall  mean  all real property owned or leased  by  the  Borrower,
------------
together with all fixtures, improvements and other structures thereon.

Reduced Rate shall have the meaning given to such term in Section 4.9(b) hereof,
------------
relating to backup withholding tax.

Regulation  D shall mean Regulation D of the Board of Governors of  the  Federal
-------------
Reserve System as from time to time in effect and any successor thereto.

Reportable Event shall mean any of the events described in Section 4043 of ERISA
----------------
and the regulations thereunder.

Requirement of Law shall mean, as to any Person, the Governing Documents of such
------------------
Person,  and  any  law,  treaty,  rule  or regulation  or  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.

Restructuring Expenses shall mean all reserves established or expenses  incurred
----------------------
during  fiscal  1998 and shown on the Statement of Operations  included  in  the
Financial Statements for fiscal 1998 as restructuring and unusual items.

Retiree  Health  Plan shall mean an "employee welfare benefit plan"  within  the
---------------------
meaning  of  Section  3(l)  of ERISA that provides  benefits  to  persons  after
termination of employment, other than as required by Section 601 of ERISA.

Revolving Loans shall have the meaning given to such term in Section 2.1 hereof,
---------------
any of which Revolving Loans may be a Eurodollar Rate Loan or a Base Rate Loan.

Revolving Note shall mean a promissory note of the Borrower payable to the order
--------------
of  any  Lender, in the form of Exhibit A, evidencing the aggregate Indebtedness
of  the Borrower to such Lender resulting from the Revolving Loans made by  such
Lender  or acquired by such Lender pursuant to Section 11.6 hereof, as the  same
may from time to time be amended, restated, supplemented or otherwise modified.

Security  Agreement shall mean the Security Agreement, dated the  Closing  Date,
-------------------
between  the Agent and the Borrower, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time.

Secured  Interest  Rate Agreement shall mean an Interest Rate  Agreement  (other
---------------------------------
than  any Total Rate of Return Swap) (i) between the Borrower and (A) any Lender
or  (B)  any Affiliate of any Lender; provided, that, in the case of this clause
                                      --------
(B), each Lender has agreed to indemnify its Affiliates from any losses incurred
due to the failure of the Borrower to pay any amounts owed to such Affiliate  in
connection  with such Interest Rate Agreement, and (ii) that, in  the  Permitted
Discretion  of the Agent, is intended to protect the Borrower from  fluctuations
in interest rates and is otherwise satisfactory to the Agent.

Senior  Subordinated Notes shall mean the Borrower's 11-5/8% Senior Subordinated
--------------------------
Notes  due  2003, issued pursuant to the Indenture, as amended, supplemented  or
otherwise  modified  from time to time with the prior  written  consent  of  the
Majority Lenders.

Settlement Date shall have the meaning given to such term in Section 2.4 hereof.
---------------

Subsidiary  shall  mean as to any Person, a corporation,  partnership  or  other
----------
entity  of  which  shares of stock or other ownership interests having  ordinary
voting  power  (other than stock or such other ownership interests  having  such
power  only by reason of the happening of a contingency) to elect a majority  of
the  board  of  directors or other managers of such corporation, partnership  or
other  entity  are  at the time owned, or the management of which  is  otherwise
controlled, directly or indirectly through one or more intermediaries, or  both,
by such Person.  Unless otherwise qualified, all references to a "Subsidiary" or
to  "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

Syndication Agent shall mean BancBoston Robertson Stephens Inc., as provided  in
-----------------
the preamble to this Credit Agreement.

Tangible  Capital Funds shall mean at any time the outstanding principal  amount
-----------------------
of  the  Senior  Subordinated Notes plus Consolidated Net Worth minus  the  book
                                    ----
value  of all intangible assets of the Borrower and its Subsidiaries, including,
without  limitation,  transaction  costs, goodwill,  intellectual  property  and
deferred tax assets.

Termination Event shall mean (i) a Reportable Event with respect to any  Benefit
-----------------
Plan  or Multiemployer Plan; (ii) the withdrawal of the Borrower, any Subsidiary
or  any  ERISA  Affiliate from a Benefit Plan during a plan year in  which  such
entity  was a "substantial employer" as defined in Section 4001(a)(2) of  ERISA;
(iii)  the  providing  of notice of intent to terminate  a  Benefit  Plan  in  a
distress termination described in Section 4041(c) of ERISA; (iv) the institution
by  the  PBGC of proceedings to terminate a Benefit Plan or Multiemployer  Plan;
(v) any event or condition (a) which might constitute grounds under Section 4042
of  ERISA for the termination of, or the appointment of a trustee to administer,
any Benefit Plan or Multiemployer Plan, or (b) that may result in termination of
a  Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or
complete  withdrawal within the meaning of Sections 4203 and 4205 of  ERISA,  of
the Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan.

Total  Commitments  shall mean the sum of the Commitments of  all  the  Lenders,
------------------
which shall not exceed $160,000,000.

Total Rate of Return Swap shall mean an Interest Rate Agreement with one or more
-------------------------
Lenders having a maximum credit exposure of $10,000,000 and other terms approved
by  the Agent (which approval shall not be unreasonably withheld), the sole  use
of  which shall be to facilitate the acquisition of Senior Subordinated Notes at
a discount and pay for the expenses related thereto.

Type  shall mean, in reference to a Revolving Loan, that it is a Eurodollar Rate
----
Loan or a Base Rate Loan.

Unused Availability shall mean, on any date, the lesser of the Total Commitments
-------------------
and the Borrowing Base, less the sum of (i) the Letter of Credit Obligations  on
such  date and (ii) the aggregate outstanding principal balance of the Revolving
Loans on such date.

Unused Line Fee shall have the meaning given to such term in Section 4.5 hereof.
---------------

          1.2. Accounting Terms and Determinations.

          Unless  otherwise  defined or specified herein, all  accounting  terms
used  in  this  Credit  Agreement shall be construed in  accordance  with  GAAP,
applied  on  a  basis  consistent in all material respects  with  the  Financial
Statements delivered to the Agent on or before the Closing Date.  All accounting
determinations for purposes of determining compliance with Sections 8.1, 8.2 and
8.4  hereof  shall be made in accordance with GAAP as in effect on  the  Closing
Date and applied on a basis consistent in all material respects with the audited
Financial Statements delivered to the Agent on or before the Closing Date.   The
Financial  Statements  required to be delivered hereunder  from  and  after  the
Effective  Date,  and all financial records, shall be maintained  in  accordance
with  GAAP.   If GAAP shall change from the basis used in preparing the  audited
Financial  Statements delivered to the Agent on or before the Closing Date,  the
certificates  required  to  be delivered pursuant to Section  7.1  demonstrating
compliance  with  the covenants contained herein shall, at the election  of  the
Borrower  or  upon  the  request of the Majority Lenders,  include  calculations
setting  forth the adjustments necessary to demonstrate how the Borrower  is  in
compliance  with  the financial covenants based upon GAAP as in  effect  on  the
Closing Date.

          1.3. Other Defined Terms.

          Terms  not  otherwise defined herein which are defined in the  Uniform
Commercial  Code as in effect in the State of Massachusetts (the  "Code")  shall
have  the  meanings  given them in the Code.  The words "hereof,"  "herein"  and
"hereunder" and words of similar import when used in this Credit Agreement shall
refer to this Credit Agreement as a whole and not to any particular provision of
this  Credit  Agreement,  and references to Article, Section,  Annex,  Schedule,
Exhibit  and  like  references are references to this  Credit  Agreement  unless
otherwise specified.


ARTICLE 2.  REVOLVING LOANS
               
          2.1. Commitments.

          Subject  to  the  terms  and  conditions  set  forth  in  this  Credit
Agreement,  on  and after the Closing Date and to and excluding  the  Expiration
Date,  each  Lender severally agrees to make loans and advances to the  Borrower
("Revolving  Loans")  in an amount not to exceed at any time  its  Proportionate
Share  of  the lesser of the Total Commitments and the Borrowing Base minus,  in
each  case, the then outstanding Letter of Credit Obligations. "Borrowing  Base"
shall mean the sum of:

               (A)  eighty-five percent (85%) of Eligible Accounts Receivable,
          plus
          ----
               (B)  sixty percent (60%) of Eligible Inventory, minus
                                                               -----
               (C)  the aggregate amount of reserves, if any, established by the
          Agent;

The  Agent,  in the exercise of its Permitted Discretion, may (i) establish  and
increase  or decrease reserves against Eligible Accounts Receivable and Eligible
Inventory,  (ii)  reduce the advance rates provided for in this  definition,  or
restore  such advance rates to any level equal to or below the advance rates  in
effect  as  of  the  date of this Credit Agreement, and (iii) impose  additional
restrictions  (or  eliminate such additional restrictions) to the  standards  of
eligibility  set forth in the definitions of "Eligible Accounts Receivable"  and
"Eligible  Inventory."   The reserves against Eligible Accounts  Receivable  and
Eligible  Inventory will be adjusted monthly, or at more frequent  intervals  as
determined by the Agent.  Revolving Loans may be repaid and reborrowed.

          2.2. Borrowing of Revolving Loans.

          It  is contemplated that Revolving Loans will be made available to the
Borrower  by the Lenders ("Lender Advances") and, in the circumstances described
in  Section  2.2(b),  from the Agent acting on behalf  of  the  Lenders  ("Agent
Advances").  The Borrower hereby agrees to execute and deliver to each Lender  a
Revolving Note in the form of Exhibit A to evidence the Revolving Loans made  to
the Borrower by such Lender.

          (a) Lender Advances of Revolving Loans.  Subject to the determination
              ----------------------------------
     by the Agent and the Lenders that the conditions for Borrowing contained in
     Section 5.2 are satisfied, upon notice  from  the  Borrower  to  the  Agent
     ("Notice  of Borrowing"), Lender Advances of Revolving Loans  shall be made
     to the extent of each Lender's Proportionate Share of the requested Borrow-
     ing; provided that in no event will any Lender be obligated to have Revolv-
     ing Loans  outstanding  in excess  of such  Lender's Commitment  less  such
     Lender's Proportionate Share  of outstanding  Letter of Credit Obligations.
     The Notice of Borrowing shall specify whether the requested Borrowing is of
     Base Rate Loans or Eurodollar Rate Loans.
     
          (b)  Agent Advances of Revolving Loans.    The Agent is authorized  by
               ---------------------------------
     by the lenders,  but is not obligated,  to make  Agent Advances  consisting
     only of  Base  Rate  Loans  (i) upon a Notice of Borrowing  received by the
     Agent, or (ii) upon advice received by the Agent on a Business Day from the
     Disbursement Account Bank  of the face  amount  of checks drawn on the Dis-
     bursement Account, which have been or will be presented for payment on that
     day minus the amount  of funds  then available in the Disbursement Account,
         -----
     pursuant to Section 2.2(c), or  (iii) to fund the Borrower's  wire transfer
     requirements.  Agent Advances (together with all other Revolving Loans  and
     all Letter of Credit Obligations outstanding)  may  not  at any time exceed
     the amount available for borrowing  under Section 2.1. Agent Advances shall
     be subject to periodic settlement, which shall  be no less  frequently than
     weekly, with  the Lenders under  Section 2.4.   Agent Advances of Base Rate
     Loans may be made only in the following circumstances:

               (i)  For administrative  convenience,  the  Agent may, but is not
          obligated to,  make  Agent  Advances  in reliance  upon the Borrower's
          actual or deemed representations under Section 5.2 that the conditions
          for borrowing are satisfied.
          
              (ii) If the conditions for  borrowing  under Section 5.2 cannot be
          fulfilled, the Borrower shall in its Notice of  Borrowing or otherwise
          give immediate notice thereof to the Agent, with a copy to each of the
          Lenders, and the Agent may,  but is not obligated to, continue to make
          Agent Advances for fifteen (15) Business Days from the date the  Agent
          first receives such notice, or until sooner instructed by the Majority
          Lenders to cease; provided that the Agent provides the Lenders prompt-
                            --------
          ly with a copy of  such Notice of Borrowing or other notice  delivered
          by the Borrower to the Agent of the  Borrower's failure to satisfy the
          conditions for borrowing under Section 5.2.

          (c)  Disbursement of Revolving Loans.  Revolving Loans,  whether made
               -------------------------------
     as Lender Advances or Agent Advances, subject  to the terms and  conditions
     of this Credit Agreement, will be made as follows:
     
               (i)  The Borrower has informed the Agent that it  has decided  to
          open an account (the "Disbursement  Account") with BKB (the "Disburse-
          ment Account  Bank")  for  the  purpose  of  paying trade payables and
          other operating expenses.  The  Agent is  authorized to  transmit pro-
          ceeds of Revolving Loans upon advice received  by the Agent  from  the
          Disbursement Account Bank,  as described  in  Section 2.2(b), directly
          to the Disbursement Account.  In the absence of contrary  instructions
          from the Borrower, such advice from the Disbursement Account Bank will
          be deemed a sufficient Notice of Borrowing  for  an  Agent  Advance of
          Base Rate Loans.
          
              (ii) It is contemplated that Revolving Loans be made available  to
          fund the Borrower's Letter of Credit Obligations, as described in Sec-
          tion 3.5, and such Revolving Loans  may be made available by the Agent
          directly to the Issuing Bank upon notice from the Issuing Bank of  un-
          funded Letter of Credit Obligations.

             (iii) The Agent will make requested  Revolving Loans  available  as
          instructed  in  a  Notice  of  Borrowing,  and in  the absence of such
          instructions,  shall transmit the proceeds of such requested Revolving
          Loans directly to the Disbursement Account.

          (d)  Notices of Borrowing; Minimum Amounts.  Notice  of  Borrowing for
               -------------------------------------
     (i)Lender Advances of Base Rate Loans shall be  given  not  later than Noon
     Boston time on the same  Business Day of the  proposed  Borrowing  and (ii)
     Agent Advances of Base Rate Loans  shall  be given not later than 3:00 P.M.
     Boston time on the same Business Day of the proposed Borrowing.  Notice  of
     Borrowing for Eurodollar Rate Loans shall be given not later than 5:00 P.M.
     Boston time on the third Business Day prior to the proposed Borrowing.
     
               (i)  Notices  of Borrowing  may  be  given  under this Section by
          telephone or facsimile  transmission, and, if  by  telephone, promptly
          confirmed in writing  substantially  in the  form  of Exhibit E.  Once
          given, a  Notice of  Borrowing  is irrevocable by  and binding  on the
          Borrower.
          
              (ii) The Borrower  shall  specify  in  each  Notice  of  Borrowing
          whether the conditions for the requested Borrowing are  satisfied  and
          whether the requested Borrowing is of  Base Rate Loans  or  Eurodollar
          Rate Loans.  The Borrower  may request one or more  Borrowings  on the
          same Business Day.  Each such  Borrowing  shall, unless otherwise spe-
          cifically provided herein, consist entirely of  Revolving Loans of the
          same Type and, if such  Borrowing  is  to  consist  of Eurodollar Rate
          Loans, shall be in an aggregate amount  for  all  Lenders  of not less
          than $1,000,000 or an integral multiple of $100,000 in excess thereof.
          The right of the Borrower  to  choose Eurodollar Rate Loans is subject
          to the provisions of Section 4.7.

             (iii) On or prior to the Closing Date, the Borrower will provide to
          the Agent a list, with specimen signatures, of officers authorized  to
          request Revolving Loans, substantially in the form attached as Exhibit
          J to this Credit Agreement.  The Agent is entitled to rely  upon  such
          list until it is replaced by the Borrower.  The  Agent  shall  have no
          duty to verify the authenticity of  the  signature  appearing  on  any
          Notice of Borrowing or other writing  delivered  hereunder  and,  with
          respect to an oral request for Revolving Loans, the Agent  shall  have
          no duty to verify the identity of any individual representing  himself
          as one of the officers authorized to make such  request  on  behalf of
          the Borrower.  Neither the Agent nor any of the  Lenders  shall  incur
          any liability to the Borrower as a result of  acting  upon  any  tele-
          phonic notice the Agent believes in good faith to have been given by a
          duly authorized officer or other individual authorized to  request Re-
          volving Loans on behalf of the  Borrower  or for  otherwise  acting in
          good faith.

          2.3. Settlement of Lender Advances and Repayments.

          The  Agent  shall  give  each Lender prompt  notice  by  telephone  or
facsimile transmission of a Notice of Borrowing that requests Lender Advances of
Revolving Loans.  No later than 3:00 P.M. Boston time on the date designated for
the  Borrowing,  each Lender, for the account of its Applicable Lending  Office,
shall make available to the Agent at the Agent's address its Proportionate Share
of  such  Borrowing in immediately available funds.  Unless the  Agent  receives
contrary  written  notice prior to the date of any such Borrowing  of  Revolving
Loans,  it  is  entitled  to assume that each Lender  will  make  available  its
Proportionate  Share of the Borrowing and in reliance upon that assumption,  but
without any obligation to do so, may advance such Proportionate Share on  behalf
of the Lender.

          2.4. Periodic Settlement of Agent Advances and Repayments.

         (a)  The Settlement Date. The amount of Revolving Loans and the amount 
               -------------------
     of each Lender's Proportionate Share of Revolving Loans  shall be  computed
     weekly (or more frequently in the Agent's discretion) and shall be adjusted
     upward or downward based on all Revolving Loans (including Agent  Advances)
     and repayments of Revolving Loans received  by the  Agent  as of  5:00 P.M.
     Boston time on the last Business Day of the period specified  by the  Agent
     (such date, the "Settlement Date").
     
          (b)  Summary Statements; Settlements.  The Agent shall deliver to each
               -------------------------------
     of the Lenders promptly after the Settlement  Date a  summary  statement of
     the amount of outstanding Revolving Loans  (including  Agent  Advances) for
     the period and the amount of repayments received for  the  period.  As  re-
     flected on the summary statement: (i) the  Agent  shall  transfer  to  each
     Lender its allocated share of interest and Unused Line Fee and its  Propor-
     tionate Share of repayments; and (ii) each  Lender  shall  transfer  to the
     Agent (as provided below), or the Agent  shall  promptly  transfer  to each
     Lender, such amounts as are necessary to insure that, after  giving  effect
     to all such transfers, the amount of Revolving Loans  made  by each  Lender
     shall be equal to such Lender's Proportionate Share of the aggregate amount
     of Revolving Loans outstanding as of such Settlement Date.  If the  summary
     statement requires transfers to be made to the Agent by the Lenders  and is
     received prior to 12:00 Noon Boston time on a Business Day, such  transfers
     shall be made in immediately available funds no later than 3:00 P.M. Boston
     time that day; and, if received after 12:00 Noon Boston time, then no later
     than 3:00 P.M. Boston time on the  next  Business  Day.  The  obligation of
     each Lender to transfer such funds is irrevocable,  unconditional and with-
     out recourse to or warranty by the Agent.

          (c)  Distribution of Interest and Unused Line Fees.  Interest on the
               --------------------------------------------- 
     Revolving Loans (including Agent Advances) together with the amount  of the
     Unused Line Fee, shall be allocated by the Agent to each Lender in  accord-
     ance with the Proportionate Share of Revolving Loans actually funded by and
     repaid to each Lender, and shall accrue from and including  the  date  such
     Revolving Loans are so advanced and to but excluding the date such  Revolv-
     ing Loans are either repaid by the Borrower or actually settled under  this
     Section.  Promptly  after  the  end of  each  month  (or,  with  respect to
     interest on Eurodollar Rate Loans, promptly after such interest is received
     by the Agent), the Agent shall distribute  to  each  Lender  its  allocated
     share of the interest and the Unused Line Fee accrued  during  that  month.

          2.5. Defaulting Lenders.

          (a)  A Lender who fails to pay the  Agent its  Proportionate  Share of
     any Revolving Loans (including Agent Advances) made available  by the Agent
     on such Lender's behalf, or who fails to pay any other amount  owing  by it
     to the Agent, is a "Defaulting Lender." The  Agent  may  recover  all  such
     amounts owing by a Defaulting Lender on demand.  If the  Defaulting  Lender
     does not pay such amounts on the Agent's demand, the Agent  shall  promptly
     notify the Borrower and the Borrower shall pay such amounts within five (5)
     Business Days.  In addition, the Defaulting Lender  or the  Borrower  shall
     pay the Agent interest on such amount for each  day  from the  date  it was
     made available by the Agent to the Borrower to the date it is  recovered by
     the Agent at a rate per annum  equal  to (x) the  overnight  Federal  Funds
     Rate, if paid by the Defaulting Lender, or (y) the then applicable  rate of
     interest calculated under Section 4.1, if paid by  the  Borrower;  plus, in
                                                                        ----
     each case, the Expenses and losses, if any,  incurred  as a  result  of the
     Defaulting Lender's failure to perform its obligations.
     
          (b)  The failure of any Lender to fund its Proportionate Share  of any
     Revolving Loan (including Agent Advances) shall not relieve any other Lend-
     er of its obligation to fund  its  Proportionate  Share  of such  Revolving
     Loan.  Conversely,  no  Lender  shall  be  responsible  for the  failure of
     another Lender to fund its Proportionate Share of a Revolving Loan.

          (c)  The Agent shall not be  obligated  to  transfer  to a  Defaulting
     Lender any payments made by the Borrower to the  Agent  for the  Defaulting
     Lender's benefit; nor shall a Defaulting Lender be entitled to the  sharing
     of any payments hereunder.  Amounts payable to a  Defaulting  Lender  shall
     instead be paid to or retained by the Agent.  The Agent  may  hold  and, in
     its discretion, re-lend to the Borrower the  amount  of all  such  payments
     received or retained by it for the account of such Defaulting  Lender.  For
     purposes of voting or consenting to  matters  with  respect  to the  Credit
     Documents, such Defaulting Lender shall be deemed not to be a "Lender"  and
     such Lender's Commitment shall be deemed to be zero (0).  The  operation of
     this Section shall not be construed to  increase  or  otherwise  affect the
     Commitment of any Lender, or relieve  or  excuse  the  performance  by  the
     Borrower of its duties and obligations hereunder.

          2.6. Mandatory Payments; Reduction of Commitments.

          (a)  The aggregate balance of Revolving Loans and all Letter of Credit
     Obligations outstanding at any time in excess of the  lesser  of the  Total
                                                      ---------------
     Commitments and the Borrowing Base  shall be  immediately  due and  payable
     without the necessity of any demand.
     
          (b) If the Borrower or  any of its  Subsidiaries  receives  after  the
     Closing  Date  any proceeds  from the issuance of common stock (other  than
     stock  issued to the Borrower or any of its Subsidiaries), preferred stock,
     partnership or other similar interests or equity or securities  convertible
     into equity, the Borrower shall pay to the  Agent, as and when  received by
     the Borrower or such  Subsidiary and as a  mandatory  prepayment of the Re-
     volving Loans (but not in reduction of the Total  Commitments), a sum equal
     to  fifty  percent (50%) of  the  proceeds  thereof, net of  reasonable and
     customary fees and expenses incurred in  connection  with   such  issuance.
     The mandatory prepayment contained in this clause (b) shall not  constitute
     a consent by the Lenders to the issuance of any securities  otherwise  pro-
     hibited by this Agreement.

         (c) On the Expiration Date, the Commitment of each Lender  shall  auto-
     matically reduce to zero and may not be  reinstated.  Upon  seven (7) days'
     notice to the Agent and each  Lender, the Borrower  may reduce or terminate
     the unused portion of the  Total  Commitments  at any time and from time to
     time in whole or in part. Each such reduction of the Total Commitments must
     be  in  an amount  not less than $1,000,000 (and in  increments of $500,000
     thereafter).  Once reduced, no portion of the Total  Commitments may be re-
     instated.

          2.7. Maintenance of Loan Account; Statements of Account.

          The  Agent shall maintain an account on its books in the name  of  the
Borrower  (the  "Loan Account") in which the Borrower will be charged  with  all
loans  and  advances made by the Lenders to the Borrower or for  the  Borrower's
account, including the Revolving Loans and all Letter of Credit Obligations, the
Fees, the Expenses and any other Obligations.  The Loan Account will be credited
with all amounts received by the Agent from the Borrower or from others for  the
Borrower's account, including all amounts received in the BKB Account  from  the
Blocked  Account Banks.  After the end of each month, the Agent shall  send  the
Borrower  a  statement  accounting for the charges, loans,  advances  and  other
transactions occurring among and between the Agent, the Lenders and the Borrower
during that month.  The monthly statements shall, absent manifest error,  be  an
account stated, which is final, conclusive and binding on the Borrower.

          2.8. Payment Procedures.

          Payments  of interest, Fees and Expenses shall be made not later  than
2:00 P.M. Boston time on the day when due, in immediately available Dollars,  to
the  Agent at its address set forth in Section 11.5 hereof.  The Borrower hereby
authorizes the Agent to charge the Loan Account with the amount of all  payments
to  be  made hereunder and under the other Credit Documents, including all  Fees
and  Expenses, as and when such payments become due.  The Borrower's obligations
to  the Lenders with respect to such payments shall be discharged by making such
payments to the Agent pursuant to this Section or by charging the Loan Account.

          2.9. Collection of Accounts.

          (a)  All Collections and other amounts  received by the  Borrower from
     any account debtor, in addition to all other cash received from  any  other
     source (including, without limitation, upon  sales of  Collateral  or other
     property permitted  hereunder  (unless  remitted  directly to the  Agent)),
     shall upon receipt be deposited into an account (each, a "Blocked Account")
     opened by the Borrower at a financial institution selected by the  Borrower
     and acceptable to the Agent (each, a "Blocked Account Bank").  The Borrower
     shall use its best efforts to cause each Blocked Account Bank to enter into
     an agreement with the Borrower and the Agent  substantially in the  form of
     Exhibit K to this Credit Agreement (each, a "Blocked  Account  Agreement"),
     provided that, with respect to any Blocked Account not subject to a Blocked
     --------
     Account Agreement, the Agent may require the Borrower to close such Blocked
     Account and have all funds therein transferred to the BKB  Account and  all
     future  Collections  which  would  otherwise be  deposited in such  Blocked
     Account  deposited in another Blocked Account which is subject to a Blocked
     Account Agreement.  Deposits in each Blocked Account  shall be  transferred
     via the automated clearing house system each  Business Day  into an account
     (the "BKB Account") maintained by the Agent at BKB and established pursuant
     to a concentration account agreement entered into  among the  Borrower, the
     Agent and BKB substantially  in the  form of  Exhibit L to the this  Credit
     Agreement (the "Concentration Account Agreement").  Where  applicable, such
     transfers  shall be  subject to the  terms and  conditions of the  relevant
     Blocked  Account  Agreement.  The  Borrower  shall  accurately  report  all
     amounts deposited in the Blocked Accounts to ensure the proper  transfer of
     funds as set forth above.
     
          (b)  The Borrower may request that the Agent  close  Blocked  Accounts
     and/or open new Blocked Accounts (or, in  either case, permit the  Borrower
     to do so), subject to the  execution and delivery to the Agent of appropri-
     ate Blocked Account Agreements (unless  expressly waived by the Agent) con-
     sistent with the provisions of this Section 2.9 and otherwise  satisfactory
     to the Agent.

          2.10.     Application of Payments.

          All amounts received in the BKB Account from the Blocked Account Banks
shall be credited to the Loan Account.  If an Event of Default has occurred  and
is continuing, all amounts received by the Agent in the BKB Account or otherwise
shall  be  applied in the following order:  first, to the payment of  any  Fees,
                                            -----
Expenses  or  other  Obligations (exclusive of principal and interest)  due  and
payable  to the Agent under any of the Credit Documents or otherwise,  including
amounts  advanced  by  the Agent on behalf of the Lenders  pursuant  to  Section
2.4(b);  second,  to the payment of any Fees, Expenses or other Obligations  due
         ------
and payable to the Issuing Bank under any of the Credit Documents; third, to the
                                                                   -----
ratable  payment of any Fees, Expenses or other Obligations due and  payable  to
the  Syndication  Agent or the Lenders under any of the Credit  Documents  other
than those obligations specifically referred to in this Section 2.10; fourth, to
                                                                      ------
the  ratable  payment  of interest due on the Revolving  Loans;  fifth,  to  the
                                                                 -----
ratable  payment of all principal due on the Revolving Loans and Obligations  in
an amount not exceeding $5,000,000 owing under or in connection with the Secured
Interest  Rate Agreements; and sixth, the payment of Obligations owing under  or
                               -----
in  connection with the Secured Interest Rate Agreements in an amount in  excess
of  $5,000,000.   Any  payment  received hereunder  as  a  distribution  in  any
proceeding  referred  to in Section 9.1(f) shall, unless paid  with  respect  to
amounts  specifically owing to the Agent, the Syndication Agent or  the  Issuing
Bank, be distributed and applied to the payment of the amounts due hereunder and
under  the  Revolving Notes ratably in accordance with such amounts  (or,  if  a
court  of competent jurisdiction shall otherwise specify, as specified  by  such
court).

ARTICLE 3.  LETTERS OF CREDIT
               
          3.1. Issuance of Letters of Credit.

          Subject to the terms and conditions of this Credit Agreement,  on  and
after  the Closing Date and to and including the thirtieth (30th) day  prior  to
the Expiration Date, the Issuing Bank shall issue Letters of Credit hereunder at
the  request of the Borrower and for its account, as more specifically described
below.  The Issuing Bank shall not issue any Letter of Credit for the account of
the Borrower if at the time of such requested issuance:

          (a)  The face amount of such requested Letter of Credit, when added to
     the Letter of Credit Obligations then outstanding, would  cause the  Letter
     of Credit Obligations to exceed (i) $10,000,000 or, (ii) when  added to the
     aggregate amount of Revolving Loans and all  Letter of  Credit  Obligations
     then outstanding would cause the sum of the  aggregate  amount of Revolving
     Loans and  Letter of  Credit  obligations  then  outstanding to  exceed the
     lesser of (x) the Total  Commitments  and (y) the  Borrowing  Base  then in
     effect;
     
          (b)  Any order, judgment or decree  of any  Governmental  Authority or
     arbitrator shall purport by its terms to  enjoin or  restrain  the  Issuing
     Bank from issuing such Letter of Credit or any Requirement of  Law  applic-
     able to the Agent or the Issuing Bank or any request or directive  (whether
     or not having the force of law) from any Governmental Authority with juris-
     diction over the Agent or the Issuing Bank shall prohibit, or  request that
     the Agent or the Issuing  Bank  refrain  from, the  issuance of  letters of
     credit generally or such Letter of  Credit in  particular or  shall  impose
     upon the Agent or the Issuing Bank with respect to such  Letter  of  Credit
     any restriction or reserve or capital requirement (for  which the  Agent or
     the Issuing Bank  is not  otherwise  compensated) not in  effect  as of the
     Closing Date, or any unreimbursed  loss, cost  or  expense  which  was  not
     applicable, in effect or known to the Agent or the  Issuing  Bank as of the
     Closing Date and which the Agent or the Issuing Bank  deems in  good  faith
     to be material to it; or

          (c)  A default of any Lender's obligations to fund under  Section  3.5
     exists, or any Lender is a Defaulting Lender under Section 2.5, unless  the
     Agent and the Issuing Bank have entered into satisfactory arrangements with
     the Borrower to eliminate the Agent's and  the  Issuing  Bank's  risk  with
     respect to such Lender, including cash  collateralization of such  Lender's
     Proportionate Share of the Letter of Credit Obligations.

          3.2. Terms of Letters of Credit.

          The  Letters  of Credit shall be in a form customarily issued  by  the
Issuing Bank or in such other form as has been approved by the Issuing Bank.  At
the time of issuance, the amount and the terms and conditions of each Letter  of
Credit,  and  of  any  drafts or acceptances thereunder,  shall  be  subject  to
approval by the Agent and the Borrower.  In no event may the term of any standby
Letter  of  Credit  issued  hereunder exceed  360  days  nor  the  term  of  any
documentary  Letter of Credit exceed 120 days, and all Letters of Credit  issued
hereunder  shall  expire no later than the date that is five (5)  Business  Days
prior  to  the  Expiration Date.  Any Letter of Credit containing  an  automatic
renewal   provision   shall  also  contain  a  provision  pursuant   to   which,
notwithstanding any other provisions thereof, it shall expire no later than  the
date that is five (5) days prior to the Expiration Date.

          3.3. Lenders' Participation.

          Immediately  upon  issuance or amendment by the Issuing  Bank  of  any
Letter  of  Credit in accordance with the procedures set forth in  Section  3.1,
each  Lender  shall be deemed to have irrevocably and unconditionally  purchased
and  received from the Issuing Bank, without recourse or warranty, an  undivided
interest  and  participation to the extent of such Lender's Proportionate  Share
(based  upon  its Commitment) in the liability with respect to  such  Letter  of
Credit  (including,  without limitation, all obligations of  the  Borrower  with
respect  thereto,  other than amounts owing to the Issuing  Bank  consisting  of
Issuing Bank Fees) and any security therefor or guaranty pertaining thereto.

          3.4. Notice of Issuance.

          Whenever the Borrower desires the issuance of a Letter of Credit,  the
Borrower  shall  deliver to the Agent a written notice no later than  1:00  P.M.
Boston  time at least five (5) Business Days (or such shorter period as  may  be
agreed  to  by  the Issuing Bank) in advance of the proposed date  of  issuance,
which written notice shall be in such form as may be required from time to  time
by  the  Agent  and  the  Issuing  Bank (a "Letter  of  Credit  Request").   The
transmittal by the Borrower of each Letter of Credit Request shall be deemed  to
be  a representation and warranty by the Borrower that the Letter of Credit  may
be  issued  in  accordance with and will not violate any of the requirements  of
Section  3.1.   Prior  to  the date of issuance of each Letter  of  Credit,  the
Borrower  shall provide to the Agent a precise description of the documents  and
the text of any certificate to be presented by the beneficiary of such Letter of
Credit which if presented by such beneficiary on or prior to the expiration date
of the Letter of Credit would require the Issuing Bank to make payment under the
Letter  of  Credit.  The Issuing Bank, in its reasonable judgment,  may  require
changes  in  any  such documents and certificates.  No Letter  of  Credit  shall
require  payment against a conforming draft to be made thereunder prior  to  the
second  Business  Day (under the laws of the jurisdiction of the  Issuing  Bank)
after  the  date on which such draft is presented, together with  all  documents
and/or  certificates required to be presented in connection therewith under  the
terms  of  the applicable Letter of Credit.  A Letter of Credit Request  may  be
given  in writing or electronically and, if requested by the Agent, with  prompt
confirmation  in  writing.  Any electronic Letter of  Credit  Request  shall  be
deemed to have been prepared by, or under the supervision of the chief financial
officer  of  the  Borrower.  The Agent shall promptly provide the aforementioned
Letter   of   Credit  Request,  document  description  and  proposed   text   of
certification to the Issuing Bank.

          3.5. Payment of Amounts Drawn Under Letters of Credit.

          In  the  event  of  any  drawing under any Letter  of  Credit  by  the
beneficiary thereof, the Issuing Bank shall notify the Agent, which shall notify
the Borrower of such draw, not later than 11:00 A.M. Boston time on the Business
Day  immediately  prior to the date on which the Issuing Bank intends  to  honor
such  drawing.  The Borrower will be deemed to have concurrently given a  Notice
of  Borrowing to the Agent for Revolving Loans in the amount of and at the  time
of  such drawing.  Subject to satisfaction or waiver of the conditions specified
in  Article 5 hereof and the other terms and conditions of Borrowings  contained
herein,  the  Lenders shall be obligated to, on the date of such  drawing,  make
Revolving  Loans in the amount of such drawing, the proceeds of which  shall  be
applied  directly by the Agent to reimburse the Issuing Bank for the  amount  of
such  drawing  or payment.  If for any reason, proceeds of such Revolving  Loans
are  not  received by the Issuing Bank on such date in an amount  equal  to  the
amount  of  such drawing, the Borrower shall be obligated to and shall reimburse
the Issuing Bank, on the Business Day (under the laws of the jurisdiction of the
Issuing  Bank) immediately following the date of such drawing, in an  amount  in
immediately  available funds equal to the excess of the amount of  such  drawing
over  the  amount of such Revolving Loans, if any, which are so  received,  plus
accrued interest on such amount at the rate set forth in Section 4.1 hereof.

          3.6. Payment by Lenders.

          To  the  extent  that  Revolving Loans  are  not  made  in  an  amount
sufficient to reimburse the Issuing Bank in full for the amount of any draw, the
Agent  shall  promptly  notify each Lender of the unreimbursed  amount  of  such
drawing  and  of  such Lender's respective participation therein.   Each  Lender
shall  make available to the Agent for the benefit of the Issuing Bank an amount
equal  to such Lender's respective participation in immediately available funds,
not  later than 1:00 P.M. Boston time on the Business Day (under the laws of the
jurisdiction of the Issuing Bank) after the date notified by the Agent.  In  the
event  that any Lender fails to make available to the Agent the amount  of  such
Lender's participation in such Letter of Credit as provided in this Section 3.6,
the  Issuing Bank shall be entitled to recover such amount on demand  from  such
Lender together with interest at the Federal Funds Rate for the first three  (3)
Business Days while such amount remains unpaid and thereafter at the Base  Rate.
The  Agent  shall  distribute to each other Lender which has  paid  all  amounts
payable by it under this Section 3.6 with respect to any Letter of Credit issued
by  the  Issuing  Bank such other Lender's Proportionate Share of  all  payments
subsequently  received  by  the  Agent from the  Borrower  in  reimbursement  of
drawings  honored  by  the Issuing Bank under such Letter of  Credit  when  such
payments are received.

          3.7. Nature of Issuing Bank's Duties.

          In  determining whether to pay under any Letter of Credit, the Issuing
Bank  shall be responsible only to determine that the documents and certificates
required  to  be delivered under that Letter of Credit have been  delivered  and
that  they comply on their face with the requirements of that Letter of  Credit.
As  between  the Borrower, the Issuing Bank and each other Lender, the  Borrower
assumes all risks of the acts and omissions of the Issuing Bank (except  to  the
extent that it is finally judicially determined that such acts or omissions were
the  result  of  the Issuing Bank's gross negligence or willful misconduct),  or
misuse  of the Letters of Credit by the respective beneficiaries of such Letters
of  Credit.  In furtherance and not in limitation of the foregoing, neither  the
Issuing  Bank,  the  Agent  nor any of the other Lenders  shall  be  responsible
(i) for the validity, sufficiency, accuracy, genuineness or legal effects of any
document  submitted  by  any party in connection with the  application  for  and
issuance  of  or  any drawing honored under such Letters of Credit  even  if  it
should  in  fact  prove  to  be  in any or all respects  invalid,  insufficient,
inaccurate,  fraudulent or forged, (ii) for the validity or sufficiency  of  any
instrument  transferring or assigning or purporting to transfer  or  assign  any
such Letter of Credit, or the rights or benefits thereunder or proceeds thereof,
in  whole  or  in  part, which may prove to be invalid or  ineffective  for  any
reason,  (iii) for failure of the beneficiary of any such Letter  of  Credit  to
strictly  comply with conditions required in order to draw upon such  Letter  of
Credit,  (iv) for errors, omissions, interruptions or delays in transmission  or
delivery  of  any  messages,  by  mail, cable,  telegraph,  telex,  telecopy  or
otherwise, whether or not they be in cipher, (v) for errors in interpretation of
technical terms, (vi) for any loss or delay in the transmission or otherwise  of
any  document  required  in order to make a drawing under  any  such  Letter  of
Credit,  or  of  the  proceeds  thereof, (vii) for  the  misapplication  by  the
beneficiary of any such Letter of Credit of the proceeds of any drawing  honored
under such Letter of Credit, and (viii) for any consequences arising from causes
beyond the control of the Issuing Bank, the Agent or the other Lenders.  None of
the  above  shall affect, impair, or prevent the vesting of any of  the  Issuing
Bank's  rights or powers hereunder.  Any action taken or omitted to be taken  by
the  Issuing Bank under or in connection with any Letter of Credit, if taken  or
omitted  in  the  absence of gross negligence or willful misconduct,  shall  not
create  for  the Issuing Bank any liability to the Borrower, the  Agent  or  any
Lender.

          3.8. Obligations Absolute.

          The  obligations  of the Borrower to reimburse the  Issuing  Bank  for
drawings honored under the Letters of Credit and the obligations of the  Lenders
under  Section 3.6 hereof shall be unconditional and irrevocable  and  shall  be
paid  strictly in accordance with the terms of this Credit Agreement  under  all
circumstances including, without limitation, the following circumstances:

          (a)  any lack of validity or enforceability of any Letter of Credit;
     
          (b)  the existence of any claim, set-off, defense or other right which
     the Borrower or any Affiliate of the Borrower may have at any time  against
     a beneficiary or any transferee of any Letter of Credit (or any  Persons or
     entities for whom any such beneficiary or transferee  may  be  acting), the
     Issuing Bank, any Lender or any other Person, whether  in  connection  with
     this Credit Agreement, the transactions contemplated herein or any unrelat-
     ed transaction;

          (c)  any draft, demand, certificate or any other  documents  presented
     under any Letter of Credit proving  to be  forged,  fraudulent,  invalid or
     insufficient in any respect or any statement therein  being  untrue or  in-
     accurate in any respect;

          (d)  the surrender or impairment of any security  for the  performance
     or observance of any of the terms of any of the Credit Documents;

          (e)  payment by the Issuing Bank under any  Letter of  Credit  against
     presentation of a demand, draft or certificate or other document which does
     not comply with the terms of such Letter of Credit;

          (f)  failure  of  any  drawing  under  a Letter of Credit  or any non-
     application or misapplication by the  beneficiary  of the  proceeds  of any
     drawing; or

          (g)  the fact that a Default or an Event of Default shall have occurr-
     ed and be continuing;

provided,  however, that the Borrower shall have no obligation to reimburse  the
--------   -------
Issuing Bank, and the Lenders shall have no obligation under Section 3.6 hereof,
in  the  event  of the Issuing Bank's willful misconduct or gross negligence  in
determining  whether documents presented under the Letter of Credit comply  with
the terms of such Letter of Credit.

ARTICLE 4.  INTEREST, FEES AND EXPENSES
               
          4.1. Interest on Base Rate Loans.

          Subject to the provisions of Section 4.3 hereof, interest on Base Rate
Loans shall be payable monthly on the last day of each month at an interest rate
per  annum  equal to the Base Rate plus the Base Rate Spread.   The  "Base  Rate
Spread" shall be equal to the percentage per annum set forth below opposite  the
Interest  Coverage  Ratio  maintained  by  the  Consolidated  Entity   for   the
Consolidated  Entity's most recently ended four full fiscal quarters  for  which
Financial Statements of the Consolidated Entity have been delivered to the Agent
pursuant to Section 7.1(a) or 7.1(c), as applicable:

                  Ratio         Base Rate Spread
             -------------      ----------------
              2.25 to 1.00             0%
             -------------      ----------------
              1.75 to 1.00              
              and                     0.25%
              2.25 to 1.00
             -------------      ----------------
              1.50 to 1.00           0.50%
              and
              1.75 to 1.00
             -------------      ----------------
              1.50 to 1.00           0.75%
             -------------      ----------------

In  the  event of any change in the Base Rate, the rate hereunder shall  change,
effective  as of the day the Base Rate changes.  In the event of any  change  in
the  Interest  Coverage Ratio of the Consolidated Entity for the  most  recently
ended four full fiscal quarters of the Consolidated Entity, the Base Rate Spread
shall change effective as of the first day of the first calendar month beginning
after the date on which the most recent Financial Statements of the Consolidated
Entity  were  delivered to the Agent pursuant to Section 7.1(a)  or  7.1(c),  as
applicable,  or  if  such Financial Statements were not delivered  on  a  timely
basis,  on  the day following the ultimate delivery thereof.  Each determination
by  the Agent of an interest rate hereunder shall be conclusive and binding  for
all purposes, absent manifest error.  Notwithstanding the foregoing (but subject
to  Section  4.3) the Base Rate Spread shall be one-half of one percent  (0.50%)
until  the  delivery of the Financial Statements for the fiscal  quarter  ending
June 26, 1999.

          4.2. Interest on Eurodollar Rate Loans.

          Subject  to  the  provisions  of  Section  4.3  hereof,  interest   on
Eurodollar  Rate Loans shall be payable on the last day of each Interest  Period
with  respect to such Eurodollar Rate Loan (and, with respect to Eurodollar Rate
Loans  having an Interest Period in excess of three months, on the last  day  of
each  three  month  interval  during  such Interest  Period),  at  the  date  of
conversion  of such Eurodollar Rate Loan (or a portion thereof) to a  Base  Rate
Loan  and at maturity of such Eurodollar Rate Loan at an interest rate per annum
equal  during the Interest Period for such Eurodollar Rate Loan to the  Adjusted
Eurodollar Rate for the Interest Period in effect for such Eurodollar Rate  Loan
plus the Eurodollar Rate Spread.  The "Eurodollar Rate Spread" shall be equal to
the  percentage  per annum set forth below opposite the Interest Coverage  Ratio
maintained  by  the  Consolidated  Entity for  the  Consolidated  Entity's  most
recently ended four full fiscal quarters for which Financial Statements  of  the
Consolidated Entity have been delivered to the Agent pursuant to Section  7.1(a)
or  7.1(c), as applicable, as calculated on the date two (2) Business Days prior
to the commencement of the applicable Interest Period:

                  Ratio      Eurodollar Rate Spread
             -------------   ----------------------
              2.25 to 1.00           1.50%
             -------------   ----------------------
              1.75 to 1.00              
              and                    1.75%
              2.25 to 1.00
             -------------   ----------------------
              1.50 to 1.00              
              and  1.75 to           2.00%
              1.00
             -------------   ----------------------
              1.50 to 1.00           2.25%
             -------------   ----------------------

After  maturity  of  any  Eurodollar  Rate  Loan  (whether  by  acceleration  or
otherwise), interest with respect to such Eurodollar Rate Loan shall be  payable
upon  demand.  In the event of any change in the Interest Coverage Ratio of  the
Consolidated Entity for the most recently ended four full fiscal quarters of the
Consolidated Entity, the Eurodollar Rate Spread shall change effective as of the
first  day  of the first Interest Period beginning after the date on  which  the
most  recent  Financial Statements of the Consolidated Entity were delivered  to
the  Agent  pursuant  to  Section 7.1(a) or 7.1(c), as applicable,  or  if  such
Financial  Statements were not delivered on a timely basis, on the day following
the  ultimate  delivery  thereof.   The  Agent  upon  determining  the  Adjusted
Eurodollar  Rate for any Interest Period shall promptly notify the Borrower  and
the  Lenders by telephone (confirmed promptly in writing) or in writing thereof.
Each  determination  by  the  Agent  of an  interest  rate  hereunder  shall  be
conclusive and binding for all purposes, absent manifest error.  Notwithstanding
the  foregoing (but subject to Section 4.3) the Eurodollar Rate Spread shall  be
two  percent  (2.00%)  until the delivery of the Financial  Statements  for  the
fiscal quarter ending June 26, 1999.

          4.3. Interest After Event of Default.

          Following  the occurrence and during the continuance of  an  Event  of
Default  interest on the Revolving Loans shall be payable on demand and interest
shall  accrue at a rate per annum equal to the rate at which the Revolving Loans
are  bearing  interest pursuant to Sections 4.1 and 4.2 above, plus two  percent
(2.00%) per annum.  In the event of any change in said applicable interest rate,
the rate hereunder shall change, effective as of the day the applicable interest
rate  changes,  so  as to remain two percent (2.00%) per annum  above  the  then
applicable interest rate.

          4.4. Reimbursement of Expenses.

          (a)  The Borrower shall promptly reimburse the Agent and the  Syndica-
     tion Agent for all Expenses of the Agent and the  Syndication Agent  as the
     same are incurred by the Agent and the  Syndication  Agent and upon receipt
     of invoices therefor and, if requested by  the  Borrower,  such  reasonable
     backup materials and information as the Borrower shall  reasonably request.
     
          (b)  After the occurrence and during the continuance of a Default, the
     Borrower shall promptly reimburse the Agent and the Lenders for all  costs,
     fees and expenses incurred by each of them in connection with  any workout,
     restructuring, renegotiation or refinancing  of the  Loans  and  the  other
     Obligations under the Credit Agreement and the other Credit Documents.

          4.5. Unused Line Fee.

          Promptly  following  the last Business Day of  each  calendar  quarter
hereafter  and on the Expiration Date, the Borrower shall pay to the  Agent  for
the  pro rata benefit of each of the Lenders a non-refundable fee equal  to  the
weighted  average  amount  during such quarter by which  the  Total  Commitments
exceed the sum of (a) the aggregate face amount of outstanding Letters of Credit
and  (b)  the  aggregate outstanding principal balance of the  Revolving  Loans,
multiplied  by  one-quarter of one percent (0.25%) per annum (the  "Unused  Line
Fee").

          4.6. Letter of Credit Fees.

          (a)  Promptly following the last Business Day of each calendar quarter
     hereafter and on the Expiration Date, the Borrower shall  pay to the  Agent
     for the pro rata benefit of the Lenders a non-refundable  fee (the  "Letter
     of Credit Fee"), in an amount equal to the Letter of Credit Fee  Percentage
     of the daily weighted average amount of outstanding Letter of Credit Oblig-
     ations during the immediately preceding quarter.  The "Letter of Credit Fee
     Percentage" shall be equal to the percentage set forth  below  opposite the
     Interest Coverage Ratio maintained by the Consolidated  Entity for the Con-
     solidated Entity's most recently ended four full fiscal  quarters for which
     Financial Statements of the Consolidated Entity have been  delivered to the
     Agent pursuant to Section 7.1(a) or 7.1(c), as applicable:
     
                  Ratio       Letter of Credit Fee
                                   Percentage
             -------------    --------------------
              2.25 to 1.00           1.50%
             -------------    --------------------
              1.75 to 1.00              
              and                    1.75%
              2.25 to 1.00
             -------------    --------------------
              1.50 to 1.00              
              and  1.75 to           2.00%
              1.00
             -------------    --------------------
              1.50 to 1.00           2.25%
             -------------    --------------------
     
     In  the  event  of any change in the Interest Coverage  Ratio  of  the
     Consolidated  Entity  for the most recently  ended  four  full  fiscal
     quarters  of  the  Consolidated  Entity,  the  Letter  of  Credit  Fee
     Percentage shall change effective for Letters of Credit issued  on  or
     after  the  first day of the first calendar month beginning after  the
     date on which the most recent Financial Statements of the Consolidated
     Entity  were  delivered to the Agent pursuant  to  Section  7.1(a)  or
     7.1(c),  as  applicable,  or  if such Financial  Statements  were  not
     delivered  on  a  timely  basis, on the  day  following  the  ultimate
     delivery  thereof.  For the avoidance of doubt, the Letter  of  Credit
     Fee  Percentage shall not change with respect to any Letters of Credit
     issued and outstanding prior to the effective day of such change.   In
     addition, prior to the issuance of each Letter of Credit, the Borrower
     will  pay to the Issuing Bank a fronting fee (the "Issuing Bank  Fee")
     equal  to one-quarter of one percent (0.25%) times the maximum  amount
     that  may  be drawn under such Letter of Credit (calculated on  a  per
     annum   basis   for  the  term  of  such  Letter  of  Credit).    Each
     determination by the Agent of Letter of Credit Fees and  Issuing  Bank
     Fees  hereunder  shall  be conclusive and binding  for  all  purposes,
     absent manifest error.  Notwithstanding the foregoing (but subject  to
     clause  (b) below), the Letter of Credit Fee Percentage shall  be  two
     percent (2.00%) until the delivery of the Financial Statements for the
     fiscal quarter ending June 26, 1999.
     
          (b)  Letter of Credit Fees on Letter of Credit Obligations outstanding
     as of the date an Event of Default  occurs, and  at  all  times  thereafter
     until the earlier of the date upon which (i) all Obligations have been paid
     and satisfied in full or (ii) such Event  of  Default  shall  no  longer be
     continuing, shall be payable on demand at a rate equal to the rate at which
     the Letter of Credit Fees are charged pursuant to Section 4.6(a) above,
     plus two percent (2.00%).
     
          4.7. Special Provisions Relating to Eurodollar Rate Loans.

          (a)  Continuation.  With respect to any Borrowing consisting of Euro-
               ------------
     dollar Rate Loans, the Borrower may (so long as no Default or Event  of De-
     fault has occurred and is continuing), subject to the provisions of Section
     4.7(c), elect to maintain such Borrowing or any portion thereof as consist-
     ing of Eurodollar Rate Loans by  selecting  a new  Interest Period for such
     Borrowing, which new Interest  Period shall commence on the last day of the
     immediately preceding Interest  Period.  Each  selection of a new  Interest
     Period shall be made by notice given not later than 12:00 P.M. Boston  time
     on the third Business Day prior to the date of any such continuation relat-
     ing to Eurodollar Rate Loans, by the Borrower to the Agent.  Such notice by
     the Borrower of a  continuation (a "Notice  of  Continuation")  shall be by
     telephone or  facsimile  transmission,  and if by  telephone, promptly con-
     firmed in writing  substantially  in the  form  of  Exhibit  G,in each case
     specifying (i) the date of such  continuation, (ii) the  Type of  Revolving
     Loans subject to such continuation, (iii) the aggregate amount of Revolving
     Loans subject to such continuation and (iv) the  duration of  the  selected
     Interest Period.  The Borrower may elect to maintain more than one  Borrow-
     ing consisting of Eurodollar Rate Loans by combining such  Borrowings  into
     one Borrowing and selecting a new Interest Period pursuant to this  Section
     4.7(a); provided, however, that each of the  Borrowings  so  combined shall
             --------  -------
     consist Revolving Loans having  Interest  Periods  ending on the same date.
     If the Borrower shall fail to select a new  Interest Period for any Borrow-
     ing consisting  of Eurodollar Rate  Loans  in  accordance with this Section
     4.7(a), such Revolving Loans will  automatically,  on the  last  day of the
     then existing Interest Period therefor, convert into Base Rate  Loans.  The
     Agent shall give each Lender prompt notice by telephone or facsimile trans-
     mission of each Notice of Continuation.
     
          (b)  Conversion.  The Borrower may on any Business Day (so long as  no
               ----------
     Default or Event of Default has occurred and is  continuing),  upon  notice
     (each such notice, a  "Notice of  Conversion")  given  to  the  Agent,  and
     subject to the provisions of Section 4.7(c), convert the entire  amount  of
     or a portion of all Revolving Loans of one Type comprising the same Borrow-
     ing into Revolving Loans of another Type; provided, however, that any  con-
                                               --------  -------
     version of any Eurodollar Rate Loans into Revolving Loans of  another  Type
     shall be made on, and only on, the last day of an Interest Period for  such
     Eurodollar Rate Loans and, upon conversion of  any  Base  Rate  Loans  into
     Revolving Loans of another Type, the Borrower shall pay accrued interest to
     the date of conversions  on  the  principal  amount  converted.  Each  such
     Notice of Conversion shall be given not later than 12:00 P.M.  Boston  time
     on the Business Day prior to the date of any proposed conversion into  Base
     Rate Loans and on the third Business Day prior to the date of any  proposed
     conversion  into  Eurodollar  Rate  Loans.   Subject  to  the  restrictions
     specified above, each  Notice  of  Conversion  shall  be  by  telephone  or
     facsimile transmission, and if by telephone,  promptly confirmed in writing
     substantially in the form of Exhibit H,  in  each  case  specifying (i) the
     requested date of such conversion, (ii) the Type of  Revolving  Loans to be
     converted,  (iii)  the  portion  of  such  Type  of  Revolving  Loan  to be
     converted, (iv) the Type of Revolving Loan such  Revolving  Loans are to be
     converted into and (v) if such conversion is into  Eurodollar  Rate  Loans,
     the  duration  of  the  Interest  Period  of  such  Revolving  Loan.   Each
     conversion shall be in an aggregate amount for the  Revolving  Loans of all
     Lenders of not less than $1,000,000 or an integral multiple of  $100,000 in
     excess thereof.  The Borrower may elect to convert the entire  amount of or
     a portion of all Revolving Loans of  one  Type  comprising  more  than  one
     Borrowing into Revolving Loans of another Type by combining such Borrowings
     into one Borrowing consisting of Revolving Loans of another Type; provided,
                                                                       --------
     however, that if the Borrowings so  combined  consist  of  Eurodollar  Rate
     -------
     Loans, such Revolving Loans shall have Interest Periods ending on the  same
     date.

          (c)  Certain Limitations on Eurodollar Rate Loans.  The right  of  the
               --------------------------------------------
    Borrower to maintain, select, continue  or  convert  Eurodollar  Rate  Loans
    shall be limited as follows:
               (i)  If the Agent determines that adequate and  fair means do not
          exist for ascertaining the Eurodollar Rate for Eurodollar  Rate  Loans
          comprising any requested Borrowing,  continuation  or  conversion, the
          right of the Borrower to select or  maintain Eurodollar Rate Loans for
          such Borrowing or any subsequent Borrowing shall  be  suspended  until
          the Agent shall notify the Borrower and the Lenders that  the  circum-
          stances causing such suspension no longer exist,  and  each  Revolving
          Loan comprising such Borrowing shall be made as a Base Rate Loan.
          
              (ii) If the Majority  Lenders  shall, at  least  one  Business Day
          before the date of any requested Borrowing,  continuation  or  conver-
          sion, notify the Agent that the Eurodollar Rate  for  Revolving  Loans
          comprising such Borrowing will not adequately reflect the cost to such
          Lenders of making or funding their respective Revolving Loans for such
          Borrowing, the right of the Borrower to select Eurodollar  Rate  Loans
          for such Borrowing shall be suspended until the Agent shall notify the
          Borrower and the Lenders that the circumstances causing  such  suspen-
          sion no longer exist, and each Revolving Loan comprising  such Borrow-
          ing shall be made as a Base Rate Loan.

             (iii) If at any time any  Lender  determines  (which  determination
          shall, absent  manifest  error,  be  conclusive  and  binding  on  all
          parties) that the making, continuation or conversion of  any Revolving
          Loan as a Eurodollar Rate Loan has become unlawful or impermissible by
          reason of compliance by that Lender with  any  law, governmental rule,
          regulation or order of  any  Governmental  Authority  (whether  or not
          having the force of law or would result in costs or penalties),  then,
          and in any such event, such Lender may give notice of that  determina-
          tion in writing, to the Borrower and the Agent  and  the  Agent  shall
          promptly transmit the notice to each other Lender.  Until such  Lender
          gives notice otherwise, the right of the Borrower to select Eurodollar
          Rate Loans from that Lender shall be  suspended  and  each  Eurodollar
          Rate Loan outstanding from that Lender shall automatically and immedi-
          ately convert to a Base Rate Loan.

              (iv) There shall not be outstanding at any one  time more  than an
          aggregate of twelve (12) Revolving Loans which consist  of  Eurodollar
          Rate Loans.

          (d)  Compensation.
               ------------
               (i)  Each Notice of Continuation and Notice of  Conversion  shall
          be irrevocable by and binding on the  Borrower.  In  the  case  of any
          Borrowing,  continuation or  conversion  that  the  related  Notice of
          Borrowing, Notice of Continuation or Notice of Conversion specifies is
          to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify
          each Lender against any loss, cost or expense incurred by such  Lender
          as a result of any failure to fulfill, on or before the date for  such
          Borrowing, continuation or conversion  specified  in  such  Notice  of
          Borrowing, Notice of Continuation or Notice of Conversion, the applic-
          able conditions set forth in Article 5, including, without limitation,
          any loss (excluding loss of  anticipated  profits),  cost  or  expense
          incurred by reason of the liquidation or re-employment of  deposits or
          other funds acquired by such Lender to fund the  Revolving  Loan to be
          made by such Lender as  part of such  Borrowing,  continuation or con-
          version.
          
              (ii) If any payment of principal of, or conversion or continuation
          of, any Eurodollar Rate Loan is made other than on the last day of the
          Interest Period for such Loan as a  result  of a  payment, prepayment,
          conversion or  continuation  of  such  Loan  or  acceleration  of  the
          maturity of the Revolving Notes pursuant to Article 9  hereof  or  for
          any other reason, the Borrower shall, upon demand by any Lender  (with
          a copy of such demand to the Agent), pay to the Agent for the  account
          of such Lender any amounts required to compensate such Lender  for any
          additional losses, costs or expenses which it may reasonably  incur as
          a result of such payment,  including,  without  limitation,  any  loss
          (including loss of anticipated profits), cost or  expense  incurred by
          reason of the liquidation or re-employment of deposits or other  funds
          acquired by any Lender to fund or maintain such Loan.

             (iii) Calculation of all amounts payable  to a  Lender  under  this
          Section 4.7(d) shall be made as though such Lender elected to fund all
          Eurodollar Rate Loans by purchasing U.S. dollar deposits in its  Euro-
          dollar Lending Office's interbank eurodollar market.

          4.8. Indemnification in Certain Events.

          If  after  the  Closing  Date, either (i) any  change  in  or  in  the
interpretation  of  any  law  or  regulation is introduced,  including,  without
limitation, with respect to reserve requirements, applicable to the  Agent,  any
of  the  Lenders or any banking or financial institution from whom  any  of  the
Lenders borrows funds or obtains credit (a "Funding Bank"), or (ii) the Agent, a
Funding Bank or any of the Lenders complies with any future guideline or request
from  any  central bank or other Governmental Authority or (iii)  the  Agent,  a
Funding  Bank  or  any  of  the Lenders determines  that  the  adoption  of  any
applicable  law, rule or regulation regarding capital adequacy,  or  any  change
therein,  or any change in the interpretation or administration thereof  by  any
Governmental  Authority,  central bank or comparable  agency  charged  with  the
interpretation or administration thereof has or would have the effect  described
below,  or  the  Agent, a Funding Bank or any of the Lenders complies  with  any
request or directive regarding capital adequacy (whether or not having the force
of  law)  of any such authority, central bank or comparable agency, and  in  the
case  of  any  event  set forth in this clause (iii), such adoption,  change  or
compliance has or would have the direct or indirect effect of reducing the  rate
of  return  on  any of the Lenders' capital as a consequence of its  obligations
hereunder  to a level below that which such Lender could have achieved  but  for
such  adoption, change or compliance (taking into consideration the  Agent's  or
any  applicable  Funding Bank's or Lender's policies as the  case  may  be  with
respect  to capital adequacy) by an amount deemed by such Lender to be material,
and  any  of  the  foregoing  events described in clauses  (i),  (ii)  or  (iii)
increases  the  cost to the Agent, the Issuing Bank or any  of  the  Lenders  of
(A)  funding  or  maintaining the Total Commitments or (B)  issuing,  making  or
maintaining   any  Letter  of  Credit  or  of  purchasing  or  maintaining   any
participation  therein, or reduces the amount receivable in respect  thereof  by
the  Agent, the Issuing Bank or any Lender, then the Borrower shall upon  demand
by the Agent, pay to the Agent, for the account of each applicable Lender or, as
applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to
indemnify  the  Lenders  against such increase in cost or  reduction  in  amount
receivable.   A certificate as to the amount of such increased cost and  setting
forth  in  reasonable detail the calculation thereof shall be submitted  to  the
Borrower  by the Agent, or the applicable Lender, Issuing Bank or Funding  Bank,
and shall be conclusive absent manifest error.

          4.9. Net Payments.

          (a)  All payments by the Borrower hereunder to or  for the  benefit of
     any Lender, the Issuing Bank, the Syndication Agent or the  Agent  shall be
     made without setoff, counterclaim or other defense.  Except as provided  in
     Section 4.9(b), all such payments will be made free and clear of, and with-
     out deduction or withholding for,  any  present or  future  taxes,  levies,
     imposts, duties, fees, assessments, or other charges of whatever nature now
     or hereafter imposed by any jurisdiction or by any political subdivision or
     taxing authority thereof or therein  with  respect  to  such  payments (but
     excluding any tax imposed on or measured by the net  income  or  profits of
     the Lender, the Issuing Bank, the Syndication Agent  or  the  Agent, as the
     case may be, pursuant to  the  laws  of  the  jurisdictions  in which it is
     domiciled) together with all interest,  penalties  or  similar  liabilities
     with respect  thereto  (collectively,  "Covered Taxes").  If  the  Borrower
     shall be required by law to deduct any Covered Taxes from any  sum  payable
     hereunder to any Lender, the Issuing Bank,  the  Syndication  Agent  or the
     Agent, (A) the sum payable shall be increased as may  be necessary  so that
     after making all required deductions of Covered Taxes (including deductions
     of Covered Taxes applicable to additional sums payable  under this  Section
     4.9) such Lender, the Issuing Bank, the Syndication Agent or the  Agent, as
     the case may be, receives an amount equal to the sum it would have received
     had no such deductions been made, (B) the Borrower shall make  such  deduc-
     tions and (C) the Borrower shall pay  the full  amount so  deducted  to the
     relevant taxation authority or other authority in accordance  with  applic-
     able law.  The Borrower shall furnish to the Agent  within  forty-five (45)
     days after the  date the  payment  of any  Covered Taxes  is due  certified
     copies  of  tax  receipts  evidencing such  payment  by the  Borrower.  The
     Borrower agrees to indemnify  and hold  harmless  the  Lender, the  Issuing
     Bank, the Syndication Agent and the  Agent and  reimburse each of  them, as
     the case may be, for the amount of any Covered Taxes so  levied or  imposed
     and paid by them.
     
          (b) Each Foreign Lender shall deliver to the  Agent  and the  Borrower
     (i) two valid, duly completed copies of IRS Form 1001 or 4224 or  successor
     applicable form, as the case may be, and any other required form,  certify-
     ing in each case that such Foreign Lender is entitled to  receive  payments
     under this Credit Agreement or the Revolving Notes  payable  to it  without
     deduction or withholding of any United States federal income taxes or  with
     such withholding imposed at a reduced rate (the "Reduced Rate"), and (ii) a
     valid, duly completed IRS Form W-8 or W-9 or successor applicable  form, as
     the case may be, to establish an exemption from United States  backup with-
     holding tax.  Each such Foreign Lender shall also deliver to the  Agent and
     the Borrower two further copies of said Form 1001 or 4224  and W-8  or W-9,
     or successor applicable forms, or other manner of  required  certification,
     as the case may be, on or before the date  that  any such  form  expires or
     becomes obsolete or otherwise is required to be resubmitted  as a condition
     to obtaining an exemption from a  required  withholding  of  United  States
     federal income tax or entitlement to having such withholding imposed at the
     Reduced Rate or after the occurrence of any event requiring a change in the
     most recent form previously delivered by it to the Borrower and the  Agent,
     and such extensions or renewals thereof as may  reasonably be  requested by
     the Borrower and the Agent, certifying (i) in the case  of a  Form 1001  or
     4224 that such Foreign Lender is entitled to receive  payments  under  this
     Credit Agreement or the Revolving Notes payable to it without  deduction or
     withholding of any United States federal income taxes,  unless in any  such
     case any change in a tax treaty to which the United States  is a  party, or
     any change in law or regulation of the United States or official interpret-
     ation thereof has occurred after the Closing Date and prior to the  date on
     which any such delivery would otherwise be required that  renders all  such
     forms inapplicable or that would prevent  such  Foreign  Lender  from  duly
     completing and delivering any  such  form  with  respect  to it,  and  such
     Foreign Lender advises the Borrower and the Agent that it is not capable of
     receiving payments without any deduction  or  withholding  at  the  Reduced
     Rate, or (ii) in the case of a Form W-8 or W-9, establishing  an  exemption
     from United States backup withholding tax.

          4.10. Affected Lenders.

          If  the  Borrower is obligated to pay to any Lender any  amount  under
Sections 4.8 or 4.9 hereof or if any Lender is a Defaulting Lender, the Borrower
may,  if  no  Default or Event of Default then exists, replace such Lender  with
another lender acceptable to the Agent, and such Lender hereby agrees to  be  so
replaced subject to the following:

          (a)  The obligations of the Borrower  hereunder  to the  Lender  to be
     replaced (including such increased or additional costs  incurred  from  the
     date of notice to the Borrower of such increase or additional costs through
     the date such Lender is replaced hereunder) shall be paid in  full to  such
     Lender concurrently with such replacement;
     
          (b)  The replacement Lender shall be a bank or other financial  insti-
     tution that is not subject to such increased costs which caused the Borrow-
     er's election to replace any Lender hereunder, and  each  such  replacement
     Lender shall execute and deliver to the Agent such documentation satisfact-
     ory to the Agent pursuant to which such replacement Lender is  to  become a
     party hereto, conforming to the provisions of Section 11.6  hereof,  with a
     Commitment equal to that of the Lender being replaced and  shall  make  Re-
     volving Loans in the aggregate principal amount equal to the aggregate out-
     standing principal amount of the Revolving Loans of the  Lender  being  re-
     placed (or that would be outstanding if such Lender were  not a  Defaulting
     Lender);

          (c)  Upon such execution of such documents referred  to in  clause (b)
     and repayment of the amounts referred to  in  clause  (a), the  replacement
     lender shall be a "Lender" with a Commitment as  specified  hereinabove and
     the Lender being replaced shall cease to  be a  "Lender"  hereunder, except
     with respect to indemnification provisions  under  this  Credit  Agreement,
     which shall survive as to such replaced Lender;

          (d) The Agent shall reasonably cooperate in effectuating the  replace-
     ment of any Lender under this Section 4.10, but at no time  shall the Agent
     be obligated to initiate any such replacement;

          (e)  Any Lender replaced under this Section 4.10 shall be  replaced at
     the Borrower's sole cost and expense and at no cost or expense to the Agent
     or any of the Lenders; and

          (f)  If Borrower proposes to  replace  any  Lender  pursuant  to  this
     Section 4.10 because the Lender seeks reimbursement  under  either  Section
     4.8 or 4.9, then it must also replace any other Lender  who  seeks  similar
     levels of reimbursement (as a percentage of such Lender's Commitment) under
     such Sections.

          4.11. Sharing of Payments.

          If   any   Lender   shall  obtain  any  payment  (whether   voluntary,
involuntary,  through  the  exercise of any right of set-off  or  otherwise)  on
account of the Revolving Loans made by it or its participation in the Letter  of
Credit  obligations in excess of its Proportionate Share of payments on  account
of  the  Revolving  Loans or Letter of Credit Obligations obtained  by  all  the
Lenders,  such  Lender  shall forthwith purchase from  the  other  Lenders  such
participations in the Revolving Loans made by them or in their participation  in
Letters of Credit as shall be necessary to cause such purchasing Lender to share
the excess payment ratably with each of them; provided, however, that if all  or
                                              --------  -------
any  portion of such excess payment is thereafter recovered from such purchasing
Lender,  such purchase from each Lender shall be rescinded and each such  Lender
shall  repay to the purchasing Lender the purchase price to the extent  of  such
recovery together with an amount equal to such Lender's ratable share (according
to  the  proportion  of  (i) the amount of such Lender's required  repayment  to
(ii)  the  total amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect to the total
amount  so  recovered.   The Borrower agrees that any  Lender  so  purchasing  a
participation  from another Lender pursuant to this Section  4.11  may,  to  the
fullest  extent  permitted  by  law, exercise  all  of  its  rights  of  payment
(including the right of set-off) with respect to such participation as fully  as
if  such  Lender were the direct creditor of the Borrower in the amount of  such
participation.

          4.12. Calculations.

          All  calculations  of (a) interest hereunder and (b) fees,  including,
without  limitation, Unused Line Fees, Letter of Credit Fees  and  Issuing  Bank
Fees  shall  be  made by the Agent, on the basis of a year of 360  days,  except
(i)  in the case of Base Rate Loans and (ii) if such computation would cause the
interest  and  fees chargeable hereunder to exceed the Highest  Lawful  Rate, in
which  cases calculations shall be made by the Agent on the  basis of a  year of
365/366  days,  in each case to the extent applicable for the  actual  number of
days  elapsed (including the first day but excluding the last day)  occurring in
the  period for which such interest or fees are payable.  Each  determination by
the  Agent  of  an  interest rate or payment hereunder shall be  conclusive  and
binding for all purposes, absent manifest error.

ARTICLE 5.  CONDITIONS PRECEDENT
               
          5.1. Conditions Precedent to Effectiveness.

          This Credit Agreement shall be effective upon the  satisfaction of the
following conditions precedent and the conditions set forth in Section 5.2:

          (a)  Closing Documents List.  The  Agent, on  behalf  of the  Lenders,
               ----------------------
     shall have received duly executed  originals  of  each  of the  agreements,
     opinions, reports, approvals, consents,  certificates  and other  documents
     set forth on the Closing Documents List attached hereto as Schedule A.
     
          (b)  Material Adverse Change.  (i)  No  change,  occurrence, event or 
               -----------------------
     development or event involving a  prospective  change  that  is  reasonably
     likely to have a  Material  Adverse  Effect  shall  have  occurred  and  be
     continuing, (ii) there shall not have occurred a substantial impairment  of
     the financial markets generally that is reasonably likely to materially and
     adversely affect the transactions  contemplated  hereby, in  each  case  as
     determined by the Agent and each Lender in its  sole  discretion, and (iii)
     there shall not have occurred a change in  any  law  or  regulation (or the
     implementation of any law or regulation) affecting any of the  Lenders that
     is reasonably likely to materially increase the  cost and  expense  to such
     Lender of acting as a Lender hereunder.

          (c)  Fees and Expenses.  The Agent and each of the Lenders shall have 
               -----------------
     received payment in full of  those  Fees and  Expenses  referred  to in the
     Agent's Fee Letter and in Article 4 hereof payable to them on or before the
     Closing Date (or an irrevocable authorization to pay such Fees  or Expenses
     and other fees and expenses out of the proceeds  of the  initial  Revolving
     Loans).

          (d)  Unused Availability. The Borrowing Base Certificate delivered at 
               -------------------
     the time of closing shall demonstrate that Unused Availability on the Clos-
     ing Date, after giving effect to any Revolving Loans to be made and Letters
     of Credit to be issued on such date, shall be at least $15,000,000.

          (e)  Consents and Approvals.  Except  for (i) the  filing  of  Uniform
               ----------------------
     Commercial Code financing statements, (ii) consents or authorizations which
     have been obtained or filings which  have  been made,  and which  in either
     case are in full force and effect or (iii)  consents or  authorizations the
     failure to obtain or filings the failure  to make  could not  reasonably be
     expected to have a Material Adverse Effect, no consent or authorization of,
     permit from, filing with or other act by or in respect of, any Governmental
     Authority or any other Person  shall be  required in  connection  with  the
     borrowings hereunder, the grant of the Liens  pursuant to the  Credit Docu-
     ments, or the continuing operations of the Borrower, the enforcement of the
     Agent's or the Lenders'  rights  under the  Credit  Documents, or  with the
     execution, delivery, performance, validity or enforceability of this Credit
     Agreement, the Revolving Notes, the other Credit  Documents, the  Indenture
     or any other documents executed in connection herewith or therewith.

          (f)  Material Litigation.  No  material  litigation shall have been   
               -------------------
     instituted against the Borrower, and no material litigation shall have been
     instituted by any Person (including,  but  not  limited  to, the  Borrower)
     relating to the transactions contemplated by the Credit Agreement.

          (g)  Existing Indebtedness.  The terms and conditions of any Indebted-
               ---------------------
     ness (including, without limitation, maturities, interest rates, prepayment
     and  redemption  requirements,  covenants,  defaults,   remedies,  security
     provisions and subordination provisions)  of the  Borrower to  remain  out-
     standing after the Closing Date shall be satisfactory to the Lenders in all
     respects, and the  Lenders  shall be  satisfied  that the  Borrower  is not
     subject to any material contractual obligations or other  restrictions that
     would  be  violated  by  the  transactions  contemplated   by  this  Credit
     Agreement, the other Credit Documents or the Indenture.

          (h)  Additional Documents.   The  Borrower  shall  have  executed and 
               --------------------
     delivered to the Agent and the Lenders all documents which the Agent or any
     Lender determines are reasonably necessary to consummate  the  transactions
     contemplated hereby.

          5.2. Conditions Precedent to Effectiveness and to Each Revolving Loan 
and Letter of Credit.

          The  occurrence  of the Closing Date and the obligation  to  make  any
Revolving Loan or to issue any Letter of Credit on any date, shall be subject to
the  condition precedent that, both before and after giving effect thereto  and,
in  the  case of Revolving Loans, to the application of the proceeds  therefrom,
the  following  statements shall be true to the satisfaction of the  Agent  (and
each  request for a borrowing of a Revolving Loan and request for  a  Letter  of
Credit,  and  the acceptance by the Borrower of the proceeds of  such  Revolving
Loan or issuance of such Letter of Credit, shall constitute a representation and
warranty by the Borrower to the Lenders that on the date of such Revolving  Loan
or  issuance of such Letter of Credit before and after giving effect thereto and
to the application of the proceeds therefrom such statements are true):

          (a)  All representations  and  warranties  contained  in  this  Credit
     Agreement and the other Credit Documents shall be true and  correct  on and
     as of the date of such Notice of Borrowing or Letter of  Credit  Request as
     if then made, other than representations and warranties that relate  solely
     to an earlier date;
     
          (b)  No Default  or  Event  of  Default  shall  have  occurred  and be
     continuing, or would result from the making of the requested Revolving Loan
     or the issuance of the requested Letter of Credit; and

          (c)  No event has occurred  which  has  had  or  could  reasonably  be
     expected to have a Material Adverse Effect.

ARTICLE 6.  REPRESENTATIONS AND WARRANTIES
               
          To  induce  the  Agent, the Syndication Agent,  the  Lenders  and  the
Issuing  Bank  to  enter into this Credit Agreement and to  make  available  the
credit facilities contemplated hereby, the Borrower, with respect to itself  and
each  of  its  Subsidiaries, hereby represents and warrants to  the  Agent,  the
Syndication Agent, the Lenders and the Issuing Bank as follows:

          6.1. Organization and Qualification.

          The  Borrower  and each of its Subsidiaries (i) is a corporation  duly
organized, validly existing and in good standing under the laws of the state  of
its  incorporation, (ii) has the power and authority to own its  properties  and
assets  and to transact the businesses in which it presently is, or proposes  to
be, engaged and (iii) is duly qualified and is authorized to do business and  is
in  good standing in each jurisdiction where it presently is, or proposes to be,
engaged  in  business  and where the failure to be so qualified  and  authorized
could  have  a  Material Adverse Effect.  Schedule B lists all jurisdictions  in
                                          ----------
which  the Borrower and its Subsidiaries are qualified to do business as foreign
corporations as of the Closing Date.

          6.2. Authority.

          The  Borrower and each of its Subsidiaries has the requisite corporate
power and authority to execute, deliver and perform each of the Credit Documents
to  which  it  is  a party.  All corporate action necessary for  the  execution,
delivery and performance of any of the Credit Documents has been taken.

          6.3. Enforceability.

          This Credit Agreement and each Credit Document is the legal, valid and
binding obligation of the Borrower or of any Subsidiary of the Borrower which is
a party thereto, enforceable in accordance with its terms.

          6.4. No Conflict.

          The execution, delivery and performance of each Credit Document by the
Borrower  or any of its Subsidiaries are not in contravention of any Requirement
of  Law  or  any  indenture,  contract, lease, agreement,  instrument  or  other
commitment  to  which it is a party or by which it or any of its properties  are
bound  and will not, except as contemplated herein, result in the imposition  of
any Liens upon any of its properties.

          6.5. Consents and Filings.

          No  consent, authorization, permit or filing is required in connection
with  the  execution, delivery and performance of this Credit Agreement  or  any
Credit  Document,  or  the  continuing  operations  of  the  Borrower  and   its
Subsidiaries, except (i) those that have been obtained or made and (ii)  filings
necessary  to  create,  perfect or retain the perfection of  Liens  against  the
Collateral.

          6.6. Financial Data.

          The  Borrower  has  furnished to the Lenders the  following  Financial
Statements,  which have been prepared in accordance with GAAP  (except,  in  the
case  of  (ii) below, with respect to footnotes) consistently applied throughout
the  periods  involved: (i) balance sheets as of, and statements of  operations,
shareholder's equity and cash flows for the fiscal year ended December 27,  1997
audited  by  independent certified public accountants,  and  accompanied  by  an
unqualified  opinion  thereof  and (ii) unaudited  balance  sheets  as  of,  and
unaudited statements of operations, shareholder's equity and cash flows for  the
period  ending  fiscal  December 26, 1998.  Since the date  of  these  Financial
Statements,  there have been no adverse changes in the condition,  financial  or
otherwise,  of  the  Borrower  as shown on the balance  sheet  of  the  Borrower
described  above,  other than changes in the ordinary course  of  business.   In
addition, the Borrower has furnished to the Lenders certain financial data which
include projections.  The assumptions upon which the projections were based were
reasonable at the time such projections were prepared and are reasonable  as  of
the  Closing  Date, and such projections were prepared by the Borrower  in  good
faith.

          6.7. Subsidiaries.

          The  only  direct or indirect Subsidiaries of the Borrower as  of  the
Closing  Date  are those listed on Schedule B.  The Borrower is the  record  and
                                   ----------
beneficial  owner  of  all  of  the shares of  capital  stock  of  each  of  the
Subsidiaries  listed  on  Schedule B.  There  are  no  proxies,  irrevocable  or
                          ----------
otherwise, with respect to such shares, and no equity securities of any  of  the
Subsidiaries  are or may become required to be issued by reason of any  options,
warrants,  scrip, rights to subscribe to, calls or commitments of any  character
whatsoever relating to, or securities or rights convertible into or exchangeable
for,  shares of any capital stock of any Subsidiary, and there are no contracts,
commitments, understandings or arrangements by which any Subsidiary  is  or  may
become  bound  to  issue additional shares of its capital  stock  or  securities
convertible into or exchangeable for such shares.  All of such shares  so  owned
by the Borrower are owned by them free and clear of any Liens.

          6.8. No Judgment or Litigation.

          Except  as  set  forth on Schedule B, no judgments, orders,  writs  or
                                    ----------
decrees are outstanding against the Borrower or any of the Subsidiaries  nor  is
there  now  pending or, to the best of the Borrower's knowledge  after  diligent
inquiry, threatened any litigation, contested claim, investigation, arbitration,
or   governmental  proceeding  by  or  against  the  Borrower  or  any  of   the
Subsidiaries, in any case which could have a Material Adverse Effect.

          6.9. No Defaults.

          Neither  the Borrower nor any of the Subsidiaries is in default  under
any  term  of any Material Contract.  The Borrower knows of no dispute regarding
any Material Contract.

          6.10. Labor Matters.

          (a)  There are no controversies pending or, to the best of the Borrow-
     er's knowledge after diligent inquiry, threatened  between the  Borrower or
     any of the Subsidiaries and any of their respective employees which, in any
     case, could have a Material Adverse Effect.
     
          (b)  Neither the Borrower nor  any of the  Subsidiaries is  engaged in
     any unfair labor practice which  could  have  a  Material  Adverse  Effect.
     There is (i) no unfair labor practice complaint pending against the Borrow-
     er or any of the Subsidiaries or, to the best  knowledge  of the  Borrower,
     threatened against any of them, before the National Labor Relations  Board,
     and no grievance or significant arbitration  proceeding  arising out  of or
     under collective bargaining agreements is so pending  against the  Borrower
     or any of the  Subsidiaries  or, to the  best  knowledge  of the  Borrower,
     threatened against any of them, (ii) no strike, labor  dispute, slowdown or
     stoppage pending against either of the Borrower or any of the  Subsidiaries
     or, to the best knowledge of the Borrower, threatened against  any of  them
     and (iii) no union representation question  with respect  to the  employees
     of the Borrower or any Subsidiaries and no union organizing activities.

          6.11. Compliance with Law.

          Neither  the  Borrower  nor any of the Subsidiaries  has  violated  or
failed  to  comply with any Requirement of Law or any requirement  of  any  self
regulatory organization which could have a Material Adverse Effect.

          6.12. ERISA.

          None of the Borrower, any Subsidiary and any ERISA Affiliate maintains
or contributes to any Plan other than those listed on Schedule B.  Each Plan has
                                                      ----------
been  and  is  being maintained and funded in accordance with its terms  and  in
compliance  with all provisions of ERISA and the Code applicable  thereto.   The
Borrower,  each of the Subsidiaries and each ERISA Affiliate have fulfilled  all
obligations  related to the minimum funding standards of ERISA and the  Internal
Revenue  Code  for  each Plan, are in compliance with the  currently  applicable
provisions  of ERISA and of the Internal Revenue Code and have not incurred  any
liability  (other than routine liability for premiums) under Title IV of  ERISA.
No  Termination  Event has occurred nor has any other event  occurred  that  may
result  in  a Termination Event.  No event or events have occurred in connection
with  which  the  Borrower, any of the Subsidiaries, any  ERISA  Affiliate,  any
fiduciary of a Plan or any Plan, directly or indirectly, could be subject to any
liability,  individually or in the aggregate, under ERISA, the Internal  Revenue
Code  or  any  other  Requirement  of Law or under  any  agreement,  instrument,
statute,  rule of law or regulation pursuant to or under which any  such  entity
has agreed to indemnify or is required to indemnify any person against liability
incurred  under,  or for a violation or failure to satisfy the requirements  of,
any such statute, regulation or order.  The Borrower has delivered or caused  to
be  delivered to the Agent: (i) a copy of each Plan (or, where any such plan  is
not  in  writing,  a complete description thereof) (and, if applicable,  related
trust  agreements or other funding instruments) and all amendments thereto,  all
written interpretations thereof and written descriptions thereof that have  been
distributed   to  employees  or  former  employees  of  the  Borrower   or   the
Subsidiaries; (ii) the most recent determination letter issued by  the  Internal
Revenue Service with respect to each Plan; (iii) for the three most recent  plan
years,  Annual  Reports  on  Form 5500 Series required  to  be  filed  with  any
governmental agency for each Plan; (iv) all actuarial reports prepared  for  the
last  three plan years for each Plan; (v) a listing of all Multiemployer  Plans,
with the aggregate amount of the most recent annual contributions required to be
made by the Borrower or any ERISA Affiliate to each such plan and copies of  the
collective  bargaining  agreements  requiring  such  contributions;   (vi)   any
information  that  has  been provided to the Borrower  or  any  ERISA  Affiliate
regarding  withdrawal  liability under any Multiemployer  Plan;  and  (vii)  the
aggregate amount of the most recent annual payments made to former employees  of
the Borrower or any ERISA Affiliate under any Retiree Health Plan.

          6.13. Compliance with Environmental Laws.

          (i)  The  operations of the Borrower and each of the Subsidiaries  are
not in violation of any applicable federal, state or local environmental, health
and   safety   statutes,  regulations,  directions,  ordinances,  criteria   and
guidelines; (ii) the Borrower has not received notice that any of the operations
of  the  Borrower or any of the Subsidiaries is the subject of any  judicial  or
administrative proceeding alleging the violation of any federal, state or  local
environmental,  health  or  safety  statute, regulation,  direction,  ordinance,
criteria  or guideline; (iii) none of the operations of the Borrower or  any  of
the  Subsidiaries  is  the subject of any federal, state or local  investigation
involving allegations or potential allegations that the Borrower or any  of  the
Subsidiaries disposed of any hazardous or toxic waste, substance or  constituent
or  other  pollutant,  contaminant or substance (including, without  limitation,
petroleum)  at any site that may require remedial action, or any federal,  state
or  local  investigation evaluating whether any remedial  action  is  needed  to
respond  to  a  release or threatened release of any hazardous or  toxic  waste,
substance   or  constituent,  or  other  pollutant,  contaminant  or   substance
(including,  without limitation, petroleum) into the environment;  (iv)  neither
the  Borrower  nor  any  of the Subsidiaries have filed  any  notice  under  any
federal,  state  or local law indicating past or present treatment,  storage  or
disposal  of  a  hazardous waste or reporting a spill or release  or  threatened
release  of  a  hazardous  or toxic waste, substance or  constituent,  or  other
pollutant,  contaminant or substance (including, without limitation,  petroleum)
into  the  environment; and (v) neither the Borrower nor any of the Subsidiaries
has  any  contingent liability of which the Borrower has knowledge or reasonably
should  have knowledge in connection with any release or threatened  release  of
any  hazardous  or  toxic waste, substance or constituent, or  other  pollutant,
contaminant  or  substance (including, without limitation, petroleum)  into  the
environment,  nor  has  the  Borrower or any of the  Subsidiaries  received  any
notice,  letter  or  other indication of potential liability  arising  from  the
disposal  of  any  hazardous or toxic waste, substance or constituent  or  other
pollutant,  contaminant or substance (including, without limitation,  petroleum)
into the environment which, in any such case referred to in this Section 6.13 or
in the aggregate, could have a Material Adverse Effect.

          6.14. Intellectual Property.

          The  Borrower  possesses or has the legal right to  use  such  assets,
licenses,  patents, patent applications, copyrights, service  marks,  trademarks
(including,  without limitation, the "'W' and design") and trade  names  as  are
necessary or advisable to continue to conduct its present and proposed  business
activities  and such assets, licenses, patents, patent applications, copyrights,
service  marks,  trademarks and trade names are valid  and  in  full  force  and
effect.  The Borrower does not own any federally registered patents, copyrights,
service marks, trademarks or tradenames.

          6.15. Licenses and Permits.

          The  Borrower and each of the Subsidiaries have obtained and  hold  in
full  force and effect, all franchises, licenses, leases, permits, certificates,
authorizations,  qualifications, easements, rights of way and other  rights  and
approvals  which are necessary or advisable for the operation of its  businesses
as  presently  conducted  and  as proposed to be conducted,  except  those  with
respect  to  which the failure to so obtain and hold would not have  a  Material
Adverse  Effect.   Neither of the Borrower nor any of  the  Subsidiaries  is  in
violation  of  the  terms  of  any  such  franchise,  license,  lease,   permit,
certificate,  authorization, qualification, easement, right  of  way,  right  or
approval.

          6.16. Title to Property.

          All  Real  Estate is identified on Schedule B.  The Borrower has  good
                                             ----------
and marketable title in fee simple to, or a valid leasehold interest in, all its
Real Estate, and good title to all its other property, and none of such property
is subject to any Lien except as permitted by Section 8.6.

          6.17. Investment Company.

          Neither  the Borrower nor any of the Subsidiaries is (i) an investment
company  (nor  as of the Closing Date is the Borrower or any of its Subsidiaries
controlled  by  an  investment company) within the  meaning  of  the  Investment
Company  Act of 1940, as amended, (ii) a holding company or a Subsidiary company
of  a  holding company, or an Affiliate of a holding company or of a  Subsidiary
company  of a holding company, within the meaning of the Public Utility  Holding
Company  Act  of  1935,  as amended, or (iii) subject to  any  other  law  which
purports  to  regulate or restrict its ability to borrow money or to  consummate
the  transactions  contemplated by this Credit Agreement  or  the  other  Credit
Documents or to perform its obligations hereunder or thereunder.

          6.18. Taxes and Tax Returns.

          (a)  Except as set forth on Schedule B, the Borrower and the Subsidi-
                                      ----------
     aries (and any affiliated group of which the Borrower or  any of  the  Sub-
     sidiaries are now or have been members) has timely filed  (inclusive of any
     permitted extensions) with the appropriate taxing authorities  all  returns
     (including, without limitation,  information returns)  in respect  of taxes
     required to be filed through the Closing Date  and  will  timely  file (in-
     clusive of any permitted extensions) any such returns  required to be filed
     on and after the  Closing  Date.   The  information  filed is  complete and
     accurate in all material respects.  All deductions taken by the Borrower as
     reflected in such income tax returns have been  taken  in  accordance  with
     applicable laws and regulations, except deductions that may have  been dis-
     allowed but are  being  challenged in  good faith and  for  which  adequate
     reserves have been made in accordance  with  GAAP.  Except as  specified in
     Schedule B,  neither  the  Borrower  nor any  of the Subsidiaries, nor any 
     ---------- 
     group of which the  Borrower or  any of the  Subsidiaries  are now  or were
     members, have requested any  extension of time within which to file returns
     (including without limitation information returns) in respect of any taxes.
     
          (b)  All taxes, assessments, fees and  other  governmental  charges in
     respect of periods beginning prior to the  Closing  Date, have  been timely
     paid, or will be timely paid, or an adequate reserve  has been  established
     therefor, as set forth in Schedule B or  in the  Financial  Statements, and
                               ----------
     neither the Borrower  nor  any of the  Subsidiaries  has any  liability for
     taxes in excess of the amounts so paid or reserves so established.

          (c)  Except as set forth in Schedule B, no deficiencies for taxes have
                                      ----------
     been claimed, proposed or assessed by  any  taxing  or  other  Governmental
     Authority against the Borrower or any of  their  Subsidiaries  and  no  tax
     liens have been filed.  Except as set  forth  in  Schedule B,  there are no
                                                       ----------
     pending or, to the best of the  Borrower's  knowledge,  threatened  audits,
     investigations or claims for or  relating  to  any  liability in respect of
     taxes, and there are no matters  under  discussion  with  any  governmental
     authorities with respect to taxes which are likely to result in a  material
     additional liability for taxes.  Either the federal  income tax  returns of
     the Borrower have been audited by the  Internal  Revenue  Service  and such
     audits have been closed, or the period during which any assessments  may be
     made  by  the  Internal  Revenue  Service  has  expired  without  waiver or
     extension, for all years up to and including the fiscal  year  ended  1992.
     Except as set forth in Schedule B, no extension of a statute of limitations
                            ----------
     relating to taxes, assessments, fees or  other  governmental  charges is in
     effect with respect to the Borrower or the Subsidiaries.

          (d)  Except as set forth on Schedule B, neither the Borrower nor any
                                      ----------
     of its Subsidiaries has any obligation under any written or oral tax shar-
     ing agreement or agreement regarding payments in lieu of taxes.

          6.19. Material Contracts.

          Schedule  B  contains a true, correct and complete  list  of  all  the
          -----------
Material  Contracts  currently  in effect on the  Closing  Date.   None  of  the
Material Contracts contains any burdensome restrictions on the Borrower  or  any
of  its Subsidiaries or any of their respective properties.  All of the Material
Contracts  are  in  full  force  and effect, and  no  defaults  currently  exist
thereunder.

          6.20. Affiliate Transactions.

          Except  as  set  forth  on Schedule B, neither the  Borrower  nor  any
                                     ----------
Subsidiary is a party to or bound by any agreement or arrangement (whether  oral
or  written) to which any Affiliate of the Borrower or any Subsidiary is a party
except (i) in the ordinary course of and pursuant to the reasonable requirements
of  the  Borrower's  or  such  Subsidiary's business  and  (ii)  upon  fair  and
reasonable terms no less favorable to the Borrower and such Subsidiary  than  it
could  obtain  in  a  comparable arm's-length transaction with  an  unaffiliated
Person.

          6.21. Accuracy and Completeness of Information.

          All  factual information furnished by or on behalf of the Borrower  or
any  of the Subsidiaries in writing to the Agent, any Lender or the Auditors for
purposes of or in connection with this Credit Agreement or any Credit Documents,
or  any  transaction  contemplated hereby or thereby is  or  will  be  true  and
accurate  in  all material respects on the date as of which such information  is
dated  or  certified and not incomplete by omitting to state any  material  fact
necessary to make such information not misleading at such time.

          6.22. Recording Taxes.

          All mortgage recording taxes, recording fees and other charges payable
in  connection with the filing and recording of the Credit Documents have either
been  paid  in  full  by the Borrower or arrangements for the  payment  of  such
amounts satisfactory to the Agent shall have been made.

          6.23. Solvency.

          The  fair saleable value of the assets of the Borrower exceeds all its
probable  liabilities, including those incurred or to be  incurred  pursuant  to
this Credit Agreement, the other Credit Documents, the Senior Subordinated Notes
and the Indenture.  The Borrower (i) does not have unreasonably small capital in
relation  to the business in which it is or proposes to be engaged and (ii)  has
not  incurred, and does not believe that it will incur, after giving  effect  to
the transactions contemplated by this Credit Agreement, debts beyond its ability
to pay as such debts become due.

          6.24. No Change.

          There has been no development or event nor any prospective development
or  event,  which  has had or could reasonably be expected to  have  a  Material
Adverse Effect.

          6.25. Year 2000 Problem.

          The Borrower and its Subsidiaries have reviewed the areas within their
businesses  and  operations  which  could be adversely  affected  by,  and  have
developed  or are developing a program to address on a timely basis,  the  "Year
2000 Problem" (i.e. the risk that computer applications used by the Borrower  or
any  of  its Subsidiaries may be unable to recognize and perform properly  date-
sensitive functions involving certain dates prior to and any date after December
31,  1999).  Based upon such review, the Borrower reasonably believes  that  the
"Year  2000 Problem" will not have a Material Adverse Effect on the business  or
financial condition of the Borrower or any of its Subsidiaries.

ARTICLE 7.  AFFIRMATIVE COVENANTS
               
          Until   termination  of  this  Credit  Agreement   and   payment   and
satisfaction of all obligations due hereunder:

          7.1. Financial Reporting.

          The  Borrower  shall  timely  deliver to  each  Lender  the  following
information:

          (a)  Annual Financial Statements. As soon as available, but not later 
               ---------------------------
     than ninety (90) days after each fiscal  year end: (i) the  annual  audited
     Financial  Statements  of the  Consolidated  Entity;  (ii) a  comparison in
     reasonable detail to the prior year audited Financial Statements; (iii) the
     Auditors' unqualified opinion, "Management Letter" and statement indicating
     that the Auditors have not obtained knowledge of the  existence of  any De-
     fault or Event of Default during their audit; (iv) a  narrative  discussion
     of the consolidated financial condition and results of  operations  and the
     consolidated liquidity and capital resources of the Consolidated Entity for
     such fiscal year, prepared by the chief financial officer of the  Borrower;
     and (v) a compliance certificate  substantially  in the  form of  Exhibit B
     with an attached schedule of calculations (A) demonstrating compliance with
     the financial covenants set forth in Sections 8.1, 8.2 and 8.4 and (B) set-
     ting forth the Interest Coverage Ratio of the  Consolidated  Entity for the
     most recently completed  four  full  fiscal  quarters  of the  Consolidated
     Entity.  To the extent that the Borrower's annual report on  Form 10-K con-
     tains any of the foregoing items, the  Lenders will  accept the  Borrower's
     Form 10-K in lieu of such items.
     
          (b)  Projections.  Not later than forty-five (45) days after each fis-
               -----------
     cal year end, monthly projections  of  Borrower's  financial  condition and
     results of operations for the next succeeding  fiscal  year,  together with
     annual projections for the next two succeeding fiscal  years, in  each case
     containing projected  consolidating  balance  sheets,  statements  of oper-
     ations, statements of cash flows and statements of changes in  shareholders
     equity, together with a statement in reasonable  detail  setting  forth the
     assumptions upon which such projections are based.

          (c)  Quarterly Financial Statements.  As soon as  available,  but  not
               ------------------------------
     later than forty-five (45) days after the end  of each  of the  first three
     fiscal quarters: (i) Financial Statements of the Consolidated Entity  as of
     the fiscal quarter then ended, and for the  fiscal  year  to  date;  (ii) a
     comparison in reasonable detail to the Financial Statements  for the corre-
     sponding periods of the prior fiscal year; (iii) the  certification  of the
     chief executive officer or chief  financial  officer  of the  Borrower that
     such Financial Statements have been prepared in accordance with GAAP (other
     than with respect to footnotes and subject to year-end audit  adjustments);
     (iv) a narrative discussion  of the  consolidated  financial  condition and
     results of operations and the  consolidated liquidity and capital resources
     of the Consolidated Entity for such fiscal quarter and fiscal year to date,
     prepared by the chief financial  officer of the Borrower; and (v) a compli-
     ance certificate substantially  in the  form  of Exhibit B with an attached
     schedule of calculations  (A) demonstrating  compliance with  the financial
     covenants set forth in  Sections 8.1, 8.2 and 8.4 and (B) setting forth the
     Interest Coverage Ratio  of the  Consolidated  Entity for the most recently
     completed four full fiscal  quarters  of the  Consolidated  Entity.  To the
     extent that the Borrower's  quarterly  report on  Form 10-Q contains any of
     the foregoing items, the  Lenders will  accept the  Borrower's Form 10-Q in
     lieu of such items.

          (d)  Monthly Financial Statements.  As soon as available, but not 
               ----------------------------
     later than thirty (30) days after  the  end of each of the fiscal months of
     January, February, April, May, July, August, October and November and with-
     in forty-five (45) days  after  the end  of each  of the  fiscal  months of
     March, June, September and  December: (i) a  balance  sheet for the Consol-
     idated Entity as at the end  of such  month and for the fiscal year to date
     and statements of  operations and  cash  flows  for such  month and for the
     fiscal year to date;  (ii) a comparison  to the balance sheet, statement of
     operations and statement  of cash flows  for the same  periods in the prior
     year;  (iii)  a  certification  by the  chief  executive  officer  or chief
     financial officer of the  Borrower  that  such  balance sheet, statement of
     operations and  statement of  cash flows  have been  prepared in accordance
     with GAAP (other  than with respect  to footnotes  and subject  to year-end
     audit adjustments); and (iv) a compliance certificate  substantially in the
     form of Exhibit B with an  attached schedule  of calculations demonstrating
     compliance with the financial covenants set  forth in Sections 8.1, 8.2 and
     8.4.

          (e)  Monthly Comparison to Prior Projections.  As soon  as available, 
               ---------------------------------------
     but not later than thirty (30) days after the  end  of  each  of the fiscal
     months of January, February, April, May, July, August, October and November
     and within forty-five (45) days after the end  of each of the fiscal months
     of March, June, September and December, a  comparison  of actual results of
     operations, cash flow and  capital  expenditures  for the Borrower for such
     month and for the period from the  beginning  of the  current  fiscal  year
     through the end of such month with amounts  previously  projected for those
     periods (see Section 7.1(b)) and  with  actual  results  for  corresponding
     periods in the previous fiscal year.

          (f)  Tax Returns.  A copy of the state and  federal income tax returns
               -----------
     of the Borrower and each of its  Subsidiaries within thirty (30) days after
     they are  filed  with  the  appropriate  taxing  authorities,  if  and when
     requested by any Lender.

          (g)  Public Filings.  Promptly upon  the  earlier  of the  mailing or 
               --------------
     filings thereof, copies of all 10-Ks, 10-Qs, 8-Ks, proxy statements, annual
     reports, quarterly reports, registration statements and any  other  filings
     or other communications made by the  Borrower to  holders  of its  publicly
     traded securities or the Securities  Exchange  Commission from time to time
     pursuant  to  the  Securities  Exchange  Act  of  1934,  as amended, or the
     Securities Act of 1933, as amended.

          7.2. Collateral Reporting.

          The Borrower shall timely deliver to the Agent (and each Lender in the
     case  of Borrowing Base Certificates required to be  delivered  pursuant to
     clause (a)(i)(1) below) the following certificates and reports:

          (a)  Weekly Borrowing Base Certificates.
               ----------------------------------
     
               (i)  Weekly, before 12:00 noon Boston time on the second Business
          Day of each week, and at any other time requested  by the Agent, (1) a
          borrowing base certificate (the "Borrowing Base  Certificate"),  which
          shall  be:  (A)  completed  substantially  in the  form of  Exhibit C,
          detailing the Borrower's Eligible  Accounts  Receivable  and  Eligible
          Inventory as of each Friday of the immediately preceding  week  (or as
          of such other date as the Agent may request), (B) prepared by or under
          the supervision of the Borrower's  chief  executive  officer  or chief
          financial  officer  and  certified  by such  officer  subject  only to
          adjustment upon completion of the normal  year-end  audit of  physical
          inventory and (C) attached  to  such  additional  schedules  and other
          information as the Agent may  request; and (2) (X) an Accounts Receiv-
          able reconciliation report (beginning balance plus sales minus collec-
          tions minus credits plus or minus adjustments), (Y) a report detailing
          Inventory balances by category and (Z) an accounts payable balance and
          book overdraft report, in each  case as of Saturday of the immediately
          preceding week.  The Agent may, but shall not be obligated to, rely on
          each Borrowing Base Certificate  and any other schedules or reports in
          determining the eligibility of Accounts and Inventory.
          
              (ii) Monthly, before 12:00 noon  Boston time on the ninth Business
          Day of each  fiscal  month, and  at any  other  time  requested by the
          Agent, (1) a Borrowing Base Certificate which shall be:  (A) completed
          substantially in the  form of  Exhibit C, detailing (x) the Borrower's
          Eligible Accounts Receivable and Eligible Inventory as of the last day
          of the immediately preceding  fiscal  month (the "Monthly Report") and
          (y) the Borrower's Eligible Accounts Receivable and Eligible Inventory
          as of the last day of the immediately preceding fiscal month, (B) pre-
          pared by or  under the  supervision of  the Borrower's chief executive
          officer  or  chief  financial  officer and  certified  by such officer
          subject only to  adjustment  upon  completion  of the normal  year-end
          audit of  physical  inventory,  and (C)  attached  to such  additional
          schedules  and other  information as the Agent may request (including,
          without limitation, an accounts receivable agings report for the prior
          fiscal month);  and (2) (W)  an  Accounts  Receivable  summary  agings
          report by location, (X) an  Accounts  Receivable summary agings report
          for the  Borrower's top  twenty  customer  accounts, (Y) a  report  of
          Inventory balances by location (including third  party  locations) and
          (Z) an accounts payable agings report (when available from the Borrow-
          er's computerized recordkeeping system),  in each  case as of the last
          day of the immediately preceding  fiscal  month.  The  Agent  may, but
          shall not be obligated to, rely on each Borrowing Base Certificate and
          any other schedules or reports in determining the eligibility of
          Accounts and Inventory.

          (b)  Further Assurances.  When requested by the Agent (or by a  Lender
               ------------------
     through the Agent),  any  further  information  regarding the  Collateral, 
     business affairs and financial condition of the Borrower or any of its Sub-
     sidiaries.
     
          7.3. Notification Requirements.

          The  Borrower shall timely give the Agent and each of the Lenders  the
following notices:

          (a)  Notice of Defaults.  Promptly, and  in any  event within two (2) 
               ------------------
     Business Days after becoming aware of the occurrence of a Default  or Event
     of Default, a certificate of the chief executive officer or chief financial
     officer of the Borrower specifying the nature  thereof  and the  Borrower's
     proposed response thereto, each in reasonable detail.
     
          (b)  Proceedings or Adverse Changes.  Promptly, and in any event with-
               ------------------------------
     in five (5) Business  Days  after the  Borrower  becomes  aware of  (i) any
     proceeding being instituted or threatened  to be  instituted  by or against
     the Borrower or any of its Subsidiaries  in  any  federal, state,  local or
     foreign court or before any commission  or  other regulatory body (federal,
     state, local or foreign), (ii) any order, judgment  or decree in  excess of
     $1,000,000 being entered against the Borrower or any of its Subsidiaries or
     any of their  respective  properties  or  assets  or  (iii)  any  actual or
     prospective change,  development  or event which, in any such case, has had
     or could  reasonably  be  expected to have  a  Material  Adverse  Effect, a
     written statement  describing  such  proceeding,  order,  judgment, decree,
     change, development or  event  and  any  action  being  taken  with respect
     thereto by the Borrower or any such Subsidiary.

          (c)  ERISA Notices.
               -------------
     
               (i) within ten (10) days after the  Borrower, any  Subsidiary or
          any ERISA Affiliate knows  or has  reason to  know that a  Termination
          Event has occurred, a written statement of the chief financial officer
          of the Borrower describing such  Termination  Event and the action, if
          any, which the Borrower or other such entities  have taken, are taking
          or propose to take with respect  thereto,  and when  known, any action
          taken or threatened by the Internal  Revenue Service, DOL or PBGC with
          respect thereto;
          
              (ii) within ten (10) days after  the  Borrower, any  Subsidiary or
          any ERISA Affiliate knows  or has  reason  to know  that a  prohibited
          transaction (as defined in  Sections  406  of  ERISA  and  4975 of the
          Internal  Revenue  Code)  has  occurred,  a  statement  of  the  chief
          financial officer of the Borrower describing such transaction  and the
          action which the Borrower  or  other  such  entities  have  taken, are
          taking or propose to take with respect thereto;

             (iii) within thirty (30) days after the  filing  thereof  with the
          DOL, Internal Revenue Service or PBGC, copies  of each  annual  report
          (form 5500 series), including  Schedule 3 thereto, filed  with respect
          to each Benefit Plan;

              (iv) within thirty (30) days  after  receipt by the  Borrower, any
          Subsidiary or any ERISA  Affiliate  of each  actuarial  report for any
          Benefit Plan or Multiemployer  Plan  and  each  annual  report for any
          Multiemployer Plan, copies of each such report;

               (v) within  three (3) days  after  the  filing thereof  with the
          Internal Revenue Service, a copy of each funding waiver  request filed
          with respect to any Benefit  Plan and all  communications  received by
          the Borrower, any Subsidiary or any  ERISA  Affiliate with  respect to
          such request;

              (vi) within ten (10) days upon  the  occurrence  thereof,  notifi-
          cation of any increase in the benefits  of any  existing  Plan  or the
          establishment of any new Plan or the commencement of  contributions to
          any Plan to which the Borrower, any Subsidiary or any  ERISA Affiliate
          was not previously contributing;

             (vii) within three (3) days  after  receipt  by the  Borrower, any
          Subsidiary or any ERISA Affiliate of the PBGC's intention to terminate
          a Benefit Plan or to have a trustee appointed to administer a  Benefit
          Plan, copies of each such notice;

            (viii) within ten (10) days  after  receipt  by  the  Borrower, any
          Subsidiary or any ERISA Affiliate  of  any  favorable  or  unfavorable
          determination letter from the Internal  Revenue  Service regarding the
          qualification of a Plan under Section 401(a) of the  Internal  Revenue
          Code, copies of each such letter;

              (ix) within ten  (10)  days  after  receipt  by the  Borrower, any
          Subsidiary or any ERISA Affiliate of a notice regarding the imposition
          of withdrawal liability, copies of each such notice;

               (x) within ten (10) days after the  Borrower, any  Subsidiary or
          any ERISA Affiliate fail to make a required  installment or  any other
          required payment under Section 412 of the  Internal Revenue Code on or
          before the due date for such installment or payment, a notification of
          such failure; and

              (xi) within three (3) days after the  Borrower, any  Subsidiary or
          any  ERISA  Affiliate  knows    (a)  a  Multiemployer  Plan  has  been
          terminated, (b) the administrator or plan  sponsor of a  Multiemployer
          Plan intends to terminate a  Multiemployer  Plan,  or (c) the PBGC has
          instituted or will institute proceedings  under  Section 4042 of ERISA
          to terminate a Multiemployer Plan, a  written  statement setting forth
          any such event or information.

     For  purposes of this Section 7.3(c), the Borrower, any Subsidiary and  any
     ERISA  Affiliate shall be deemed to know all  facts  known  by  the  admin-
     istrator of any Plan of which such entity is the plan sponsor.
     
          (d)  Environmental and Health and Safety Notices; Violations of Law.  
               -------------------------------------------
     Promptly, and in any event within ten (10) Business Days  after  receipt by
     the Borrower or any of its Subsidiaries of any  formal or  informal notice,
     complaint or order alleging actual or prospective violation of any environ-
     mental, health or safety Requirement of Law or any other Requirement of Law
     which could have a Material Adverse Effect, or alleging  responsibility for
     a cleanup, a copy of such notice, complaint, or order and a  written state-
     ment describing any action being taken with respect thereto by the Borrower
     or any such Subsidiary.
     
          (e)  Material Contracts.  Promptly, and in any  event within ten (10) 
               ------------------
     Business Days after any Material Contract  of the  Borrower  or any  of its
     Subsidiaries is terminated or  amended  or  any  new  Material  Contract is
     entered into, a written statement  describing  such  event,  with copies of
     amendments or new contracts, and an explanation of any  actions being taken
     with respect thereto.

          (f)  Interest Rate  Agreements  and  Lumber  Hedging  Agreements. The 
               -----------------------------------------------------------
     Borrower shall provide the Agent, (i) promptly, and  in  any  event  within
     five (5) Business Days after a default by any party under any Interest Rate
     Agreement or Lumber Hedging Agreement, with a written statement  describing
     such default and an explanation of any  actions being  taken  with  respect
     thereto, and (ii) with such other  information  regarding any Interest Rate
     Agreements or Lumber Hedging Agreements as the Agent may reasonably
     request.

          7.4. Corporate Existence.

          The  Borrower shall, and shall cause each of the Subsidiaries to,  (i)
maintain  its corporate existence (except that Subsidiaries may merge with  each
other and with the Borrower (provided that the Borrower is the surviving entity)
with  the prior written consent of the Agent, maintain in full force and  effect
all  licenses,  bonds, franchises, leases, trademarks and qualifications  to  do
business, and all patents, contracts and other rights necessary or advisable  to
the  profitable conduct of their businesses, (ii) continue in, and  limit  their
operations to, the same general lines of business as presently conducted  by  it
and  (iii) comply with all Requirements of Law, except those Requirements of Law
the failure to so comply with would not have a Material Adverse Effect.

          7.5. ERISA.

          The Borrower shall establish, maintain and operate all Plans to comply
in  all  material respects with the provisions of ERISA, Internal Revenue  Code,
and all other Requirements of Law, other than to the extent that Borrower is  in
good faith contesting by appropriate proceedings the validity or application  of
any such provision, law, rule, regulation or interpretation.

          7.6. Environmental and Other Matters.

          The Borrower and its Subsidiaries will conduct their businesses so  as
to  comply in all material respects with all applicable federal, state or  local
environmental   laws,   regulations,  directions,   ordinances,   criteria   and
guidelines, including, without limitation, environmental, land use, occupational
safety   or   health   laws,  regulations,  directions,  ordinances,   criteria,
guidelines, requirements or permits in all jurisdictions in which any of them is
or  may at any time be doing business, except to the extent that the Borrower or
any  of  the  Subsidiaries are contesting, in good faith  by  appropriate  legal
proceedings,   any   such  law,  regulation,  direction,  ordinance,   criteria,
guideline, or interpretation thereof or application thereof; provided,  further,
                                                             --------   -------
that  the  Borrower and each of the Subsidiaries shall comply with the order  of
any  court  or  other Governmental Authority relating to such  laws  unless  the
Borrower  or  the  Subsidiaries shall currently  be  prosecuting  an  appeal  or
proceedings for review and shall have secured a stay of enforcement or execution
postponing  enforcement  or  execution pending such appeal  or  proceedings  for
review.   The Borrower shall promptly take all actions necessary to prevent  the
imposition  of any Liens on any of its properties arising out of or  related  to
any  environmental matters.  At the request of the Agent, and at the  sole  cost
and  expense  of  the Borrower, the Borrower shall provide the  Agent  with  any
additional  information  or reports relating to environmental  matters  and  any
potential  related  liability resulting therefrom as the  Agent  may  reasonably
request.   In addition, the Borrower shall provide the Agent, at the  Borrower's
sole  cost  and  expense, with copies of any environmental  audits,  surveys  or
reports conducted in connection with the purchase or sale by the Borrower of any
real property.

          7.7. Insurance; Casualty Loss.

          The Borrower agrees to maintain, and to cause each of the Subsidiaries
to  maintain, public liability insurance, third party property damage  insurance
and  casualty insurance on the Collateral under such policies of insurance, with
such insurance companies, in such amounts and covering such risks as are at  all
times  satisfactory to the Agent in its commercially reasonable  judgment.   All
liability policies of the Borrower and its Subsidiaries are to name the Agent as
an  additional insured and all casualty policies covering the Collateral are  to
name  the Agent as the loss payee in case of loss and are to contain such  other
provisions  as  the  Agent may reasonably require to fully protect  the  Agent's
interest  in the Collateral and to any payments to be made under such  policies.
The  Borrower  shall provide written notice to the Lenders of the occurrence  of
any  of  the following events within five (5) Business Days after the occurrence
of such event: any asset or property owned or used by the Borrower or any of the
Subsidiaries  is (i) damaged or destroyed, or suffers any other  loss,  or  (ii)
condemned,  confiscated or otherwise taken, in whole or  in  part,  or  the  use
thereof  is  otherwise diminished so as to render impracticable or  unreasonable
the  use  of  such  asset or property for the purposes to which  such  asset  or
property  were  used  immediately prior to such  condemnation,  confiscation  or
taking,  by  exercise  of  the  powers  of condemnation  or  eminent  domain  or
otherwise,  and  in either case the amount of the damage, destruction,  loss  or
diminution in value which is in excess of $1,000,000 (collectively, a  "Casualty
Loss";  provided,  however,  that for purposes  of  the  definition  of  Capital
        --------   -------
Expenditures only, "Casualty Loss" shall mean any of the foregoing regardless of
the  amount  of  the  damage, destruction, loss or diminution  in  value).   The
Borrower  shall diligently file and prosecute its claim or claims for any  award
or payment in connection with a Casualty Loss.  In the event of a Casualty Loss,
the  Borrower shall pay to the Agent, promptly upon receipt thereof, any and all
insurance  proceeds  and  payments received  by  the  Borrower  or  any  of  the
Subsidiaries  on account of damage, destruction, loss, condemnation  or  eminent
domain  proceedings.  The Agent may, at its election and in its sole discretion,
either  (a)  apply  the  proceeds realized from Casualty Losses  to  payment  of
accrued  and unpaid interest or outstanding principal under the Revolving  Loans
or  (b)  pay  such  proceeds to the Borrower to be used to  repair,  replace  or
rebuild  the  asset or property or portion thereof that was the subject  of  the
Casualty  Loss.  After the occurrence and during the continuance of an Event  of
Default,  (i) no settlement on account of any such Casualty Loss shall  be  made
without  the  consent of the Majority Lenders and (ii) the Agent may participate
in  any  such  proceedings  and the Borrower shall deliver  to  the  Agent  such
documents  as  may  be requested by the Agent to permit such  participation  and
shall  consult  with  the  Agent, its attorneys and agents  in  the  making  and
prosecution of such claim or claims.  The Borrower hereby irrevocably authorizes
and   appoints  the  Agent  its  attorney-in-fact,  after  the  occurrence   and
continuance of an Event of Default, to collect and receive for any such award or
payment  and to file and prosecute such claim or claims, which power of attorney
shall be irrevocable and shall be deemed to be coupled with an interest, and the
Borrower shall, upon demand of the Agent, make, execute and deliver any and  all
assignments  and other instruments sufficient for the purpose of  assigning  any
such  award  or  payment to the Agent for the benefit of the Lenders,  free  and
clear of any encumbrances of any kind or nature whatsoever.

          7.8. Taxes.

          The  Borrower  agrees  to pay, when due, and  to  cause  each  of  the
Subsidiaries to pay when due, all taxes lawfully levied or assessed against  the
Borrower, any Subsidiary or any of the Collateral before any penalty or interest
accrues  thereon;  provided, however, that, unless  such  taxes  have  become  a
                   --------  -------
federal  tax  or  ERISA  Lien  on  any of the assets  of  the  Borrower  or  any
Subsidiary,  no  such tax need be paid if the same is being contested,  in  good
faith,  by  appropriate proceedings promptly instituted and diligently conducted
and  if an adequate reserve or other appropriate provision shall have been  made
therefor as required in order to be in conformity with GAAP.

          7.9. Compliance With Laws.

          The  Borrower  agrees to comply, and to cause each of the Subsidiaries
to comply, with all Requirements of Law applicable to the Collateral or any part
thereof,  or to the operation of its business, unless (a) the Borrower  contests
any such Requirements of Law in a reasonable manner and in good faith or (b) any
such non-compliance would not have a Material Adverse Effect.

          7.10. Use of Proceeds.

          The  Revolving Loans made to the Borrower hereunder shall be  used  by
the Borrower solely (i) to repay outstanding Indebtedness of the Borrower on the
Closing Date, (ii) for working capital, general business and capital expenditure
requirements of the Borrower, including, without limitation, payment  of  Letter
of  Credit  Obligations,  (iii) to the limited extent  contemplated  by  Section
8.18(c)  hereof and (iv) to pay Fees and Expenses.  The Borrower shall  not  use
any  portion of the proceeds of any such Loans for the purpose of purchasing  or
carrying  any "margin stock" (as defined in Regulations T and U of the Board  of
Governors  of  the  Federal  Reserve System) in any manner  which  violates  the
provisions of Regulation T, U or X of said Board of Governors or for  any  other
purpose  in violation of any applicable statute or regulation, or of  the  terms
and conditions of this Credit Agreement.

          7.11. Fiscal Year.

          The  Borrower agrees to maintain its fiscal year as a year  ending  on
the last Saturday in December unless required by law, in which case the Borrower
will give the Agent at least thirty (30) days prior written notice thereof.

          7.12. Intellectual Property.

          The  Borrower  shall do and cause to be done all things  necessary  to
preserve  and  keep  in  full  force and effect all  registrations  of  patents,
copyrights,  trademarks, service marks and other marks,  trade  names  or  other
trade  rights  that  are  necessary for the operation of  the  business  of  the
Borrower  (including,  without limitation, the "'W'  and  design"  and  "Wickes"
trademarks).

          7.13. Maintenance of Property.

          The Borrower agrees to keep, and to cause each of the Subsidiaries  to
keep,  all  property useful and necessary to its respective businesses  in  good
working order and condition (ordinary wear and tear excepted) in accordance with
their  past  operating  practices and not to commit or  suffer  any  waste  with
respect to any of its properties.

          7.14. Books and Records; Inspections; Field Audits.

          The  Borrower  shall  maintain books and  records  pertaining  to  the
Collateral  in  such detail, form and scope as is consistent with good  business
practice,  and  agrees  that such books and records will  reflect  the  Lenders'
interest in its Accounts.  The Agent or its agents may (or, if requested by  the
Majority Lenders, shall) enter upon the premises of the Borrower at any time and
from time to time, during normal business hours and upon reasonable notice under
the  circumstances,  and at any time at all on and after  the  occurrence  of  a
Default  which  continues  beyond the expiration of any  grace  or  cure  period
applicable thereto, and which has not otherwise been waived, for the purposes of
(i)  inspecting and verifying the Collateral, (ii) inspecting and/or copying (at
the  Borrower's  expense)  any  and all records pertaining  thereto,  and  (iii)
discussing the affairs, finances and business of the Borrower with any officers,
employees and directors of the Borrower or with the Auditors.  Without  limiting
the  foregoing,  the Agent (or its agents) may enter upon the  premises  of  the
Borrower (and representatives of the Lenders shall be permitted to accompany the
Agent  or  its  agents), no less frequently than twice per year,  during  normal
business  hours  and  upon reasonable notice under the  circumstances,  for  the
purposes of conducting field examinations of the Collateral.

          7.15. Further Assurances.

          The  Borrower shall take, and shall cause each of the Subsidiaries  to
take,  all  such  further  actions and execute all such  further  documents  and
instruments  as  the  Agent may at any time reasonably  determine  in  its  sole
discretion to be necessary or desirable to further carry out and consummate  the
transactions  contemplated  by the Credit Documents,  to  cause  the  execution,
delivery  and performance of the Credit Documents to be duly authorized  and  to
perfect  or protect the Liens (and the priority status thereof) of the Agent  on
the Collateral.

          7.16. Secured Interest Rate Agreements.

          To  the  extent  any Lender reimburses any of its Affiliates  for  the
failure  of the Borrower to pay any amounts owed to such Affiliate in connection
with  any Secured Interest Rate Agreement, the Borrower shall promptly pay  such
Lender  such reimbursed amount and such reimbursed amount shall be an Obligation
of the Borrower hereunder until paid in full.

ARTICLE 8.  NEGATIVE COVENANTS
               
          Until termination of the Credit Agreement and payment and satisfaction
of all Obligations due hereunder, the Borrower agrees that:

          8.1. Unused Availability.

          The Borrower shall not permit Unused Availability (as reflected in the
Borrowing  Base Certificate most recently delivered from time to time hereunder)
to  be  less  than  $15,000,000  at any time that the  most  recently  delivered
quarterly Financial Statements show the Interest Coverage Ratio was greater than
or  equal to 1.25 to 1.00 for the four consecutive fiscal quarters ended on  the
date  of  such  Financial Statements, and the Borrower shall not  permit  Unused
Availability  (as  reflected  on the Borrowing Base  Certificate  most  recently
delivered from time to time hereunder) to be less than $25,000,000 at  any  time
that  the  most  recently  delivered quarterly  Financial  Statements  show  the
Interest  Coverage  Ratio was less than 1.25 to 1.00 for  the  four  consecutive
fiscal quarters ended on the date of such Financial Statements.

          8.2. Minimum Tangible Capital Funds.

          The Borrower shall not permit Tangible Capital Funds at any time to be
less  than  $60,000,000 plus fifty percent (50%) of Consolidated Net Income  for
each  of the Borrower's fiscal years then ended commencing with the fiscal  year
ended  December 25, 1999 and without giving effect to any fiscal year  in  which
Consolidated Net Income is negative.

          8.3. [Reserved]

          8.4. Capital Expenditures.

          The  Borrower  shall  not  make payments for Capital  Expenditures  in
excess of $8,500,000 during its 1999 fiscal year or $6,000,000 during any fiscal
year  thereafter.   To the extent that the Borrower does  not  use  all  or  any
portion of the amounts allowed for payments for Capital Expenditures under  this
Section 8.4 during any fiscal year, it may be carried forward to the immediately
following  fiscal year and used for Capital Expenditures during such immediately
following  fiscal  year.  The Borrower shall not make any  Capital  Expenditures
that  are not reasonably related to the businesses conducted on the Closing Date
by the Borrower.

          8.5. Additional Indebtedness.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly  or  indirectly, incur, create, assume  or  suffer  to  exist  any
Indebtedness other than:

          (a)  Indebtedness arising under this Credit  Agreement  and the  other
     Credit Documents;
     
          (b)  Indebtedness   under  the   Senior  Subordinated  Notes  and  the
     Indenture;

          (c)  Indebtedness under Interest Rate Agreements (including the  Total
     Rate of Return Swap) and Lumber Hedging Agreements, in each case  the terms
     and conditions of  which  are  satisfactory  to the  Agent, including, with
     respect to each Lumber Hedging Agreement, the matching of term and notional
     amount thereof with an actual  written  price/purchase  commitment  entered
     into between Borrower and one of its customers; provided that the number of
     Lumber Hedging Agreements outstanding at any one time shall not exceed 160;

          (d)  Indebtedness described on Schedule B and any  refinancing of such
                                         ----------
     Indebtedness; provided that the aggregate principal amount  of such Indebt-
                   --------
     edness is not increased and such refinancing is on terms  and conditions no
     more restrictive than the terms  and  conditions of the  Indebtedness being
     refinanced;

          (e)  Indebtedness incurred or  assumed in connection with Acquisitions
     permitted by Section 8.18 in amounts  and on terms acceptable to the Agent;
     and

          (f)  other  Indebtedness  not  to  exceed $5,000,000 in the  aggregate
     outstanding at any one time, such  Indebtedness to be  from parties  and to
     have terms and conditions satisfactory to the Agent.

          8.6. Liens.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly or indirectly, mortgage, assign, pledge, transfer, create,  incur,
assume, suffer to exist or otherwise permit any Lien or judgment (whether  as  a
result  of  a  purchase money or title retention transaction, or other  security
interest,  or  otherwise) to exist on any of its property, assets,  revenues  or
goods, whether real, personal or mixed, whether now owned or hereafter acquired,
except for:

          (a)  Liens granted to the Agent by the Borrower pursuant to any Credit
     Document;
     
          (b)  Liens listed on Schedule B;
                               ----------

          (c)  Purchase Money Liens;

          (d)  Pre-existing Liens on fixed assets acquired  pursuant to  Section
     8.18 hereof, so long as such Liens attach  only to the  specific  assets so
     acquired;

          (e)  Liens of warehousemen, mechanics,  materialmen,  workers, repair-
     men,  common  carriers, landlords  and  other  similar  Liens   arising  by
     operation of law or otherwise for amounts that are not yet due and  payable
     or which are being diligently contested in  good faith  by the  Borrower by
     appropriate proceedings;

          (f)  Attachment or judgment Liens individually or in the aggregate not
     in excess of $1,000,000 (exclusive of (i) any amounts that are duly  bonded
     to the reasonable satisfaction of the Agent or (ii) any  amount  adequately
     covered by insurance as to which the insurance company has  not  disclaimed
     or disputed in writing its obligations for coverage);

          (g)  Liens for taxes, assessments or  other  governmental  charges not
     yet due and payable or which are being  diligently  contested in good faith
     by the Borrower by appropriate proceedings, provided  that in any such case
                                                 --------
     an adequate reserve is being maintained by the Borrower  for the payment of
     same;

          (h)  Deposits or pledges to secure obligations under workmen's compen-
     sation, social security or similar laws, or  under  unemployment  insurance
     not to exceed an  aggregate  of $1,000,000  outstanding  at any  one  time;

          (i)  Deposits  or  pledges to  secure bids, tenders,  contracts (other
     than contracts for the payment of money),  leases,  statutory  obligations,
     surety and appeal bonds, utility payments  and  other  obligations  of like
     nature arising in the ordinary course of business not to  exceed  an aggre-
     gate of $2,000,000 outstanding at any one time;

          (j)  Easements, rights-of-way,  restrictions and  other similar encum-
     brances  incurred  in  the  ordinary  course  of  business  which,  in  the
     aggregate,  are  not  substantial  in amount  and which  do not  materially
     detract from the value of the property subject thereto or materially inter-
     fere with the ordinary conduct of the business of the  Borrower or any Sub-
     sidiary;

          (k)  Liens on cash or  securities  maintained  in any  Lumber  Hedging
     Account in favor  of the  financial  institution at  which such  account is
     maintained; provided  that the  amount of such cash and the market value of
                 --------
     such securities are acceptable to the Agent;

          (l)   Extensions  and  renewals  of  the  foregoing  permitted  Liens;
     provided that the aggregate amount  secured  by  such  extended or  renewed
     --------
     Liens is not increased and such extended or renewed Liens are on  terms and
     conditions no more restrictive than the  terms and  conditions of the Liens
     being extended or renewed; and

          (m)  Liens on real  estate  with  a  market  value  of  no  more  than
     $15,000,000 and Liens on  Accounts and Inventory (fully subordinated to the
     Liens of the Agent pursuant  to a  subordination  agreement satisfactory to
     the Agent), in  each  case  securing  obligations  under  the Total Rate of
     Return Swap.

          8.7. Sale of Assets.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to, without the prior consent of the Agent, directly or indirectly, sell, lease,
assign, transfer or otherwise dispose of any assets other than (i) Inventory  in
the  ordinary course of business, (ii) individual items of property with a  fair
market  value of less than $500,000 in the aggregate during any fiscal year  and
(iii)  obsolete  or  worn  out property disposed of in the  ordinary  course  of
business, so long as, with respect to subsections (ii) and (iii) above, (a)  all
such  dispositions  are  for  fair value, (b) all cash  received  for  all  such
dispositions  is  used  to  repay the Revolving Loans,  and  (c)  the  aggregate
consideration  for  such dispositions is paid in full in cash  at  the  time  of
disposition;  provided  that, with respect to any  such  disposition  of  assets
              --------
otherwise  permitted hereunder, the Borrower may receive a promissory note  from
the purchaser thereof in an amount equal to no greater than twenty percent (20%)
of  the  aggregate  consideration  for such disposition  so  long  as  (i)  such
promissory  note has a final maturity date no greater than two  years  from  the
date of such disposition, (ii) each such promissory note is pledged to the Agent
as  additional  security  for the repayment of the Obligations,  and  (iii)  the
outstanding aggregate principal amount of all such promissory notes received  by
the  Borrower  pursuant  to  this  Section 8.7  does  not  at  any  time  exceed
$1,000,000.   Notwithstanding the foregoing, the  Borrower  may  sell  the  Real
Estate  and other capital assets listed on Schedule 8.7 (subject to clauses  (a)
and  (c)  above); provided that, the Net Cash Proceeds thereof are used  by  the
                  --------
Borrower  to  either  (i) make Acquisitions permitted by Section  8.18(c),  (ii)
acquire  other capital assets to be used by the Borrower in the conduct  of  the
Borrower's business as presently conducted or (iii) repay the Revolving Loans.

          8.8. Corporate Changes.

          The  Borrower, shall not, and shall not permit any of its Subsidiaries
to,  directly or indirectly, merge, consolidate or otherwise alter or modify the
Borrower's  or  any Subsidiary's Governing Documents (unless such alteration  or
modification would not have a Material Adverse Effect), corporate names, mailing
addresses,  principal  places of business, structure, status  or  existence,  or
enter into or engage in any operation or activity materially different from that
presently being conducted by the Borrower or Subsidiary; provided that, with the
                                                         --------
consent  of  the  Agent (who shall notify each Lender), any  Subsidiary  may  be
merged  or  consolidated with or into the Borrower (provided that  the  Borrower
shall   be   the  continuing  or  surviving  corporation)  or  any  wholly-owned
Subsidiary.

          8.9. Guaranties.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  incur  any  Contingent  Obligations or,  without  limiting  the  foregoing,
directly  or  indirectly, assume, guaranty, endorse, or otherwise become  liable
upon  the  obligations of any other Person, including, without  limitation,  any
Subsidiary  or  Affiliate  of the Borrower, except (i)  by  the  endorsement  of
negotiable instruments for deposit or collection or similar transactions in  the
ordinary  course  of business, (ii) by the giving of indemnities  in  connection
with  the sale of Inventory or other asset dispositions permitted hereunder  and
(iii) in connection with the incurrence of Indebtedness permitted to be incurred
pursuant to Section 8.5 hereof.

          8.10.     Restricted Payments.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly  or  indirectly,  (a) declare or  pay  any  dividend  (other  than
dividends  payable  solely  in common stock of the Borrower)  on,  or  make  any
payment on account of, or set apart assets for a sinking or other analogous fund
for,  the purchase, redemption, defeasance, retirement or other acquisition  of,
any  shares  of  any  class  of capital stock of the  Borrower  or  any  of  its
Subsidiaries  or  any warrants, options or rights to purchase any  such  capital
stock,  whether now or hereafter outstanding, or make any other distribution  in
respect  thereof, either directly or indirectly, whether in cash or property  or
in  obligations  of  the  Borrower or any of its Subsidiaries  except  that  any
Subsidiary  may declare and pay dividends to the Borrower or any  other  wholly-
owned  Subsidiary;  or  (b)  make  any optional  payment  or  prepayment  on  or
redemption  (including, without limitation, by making payments to a  sinking  or
analogous  fund)  or  repurchase of any Indebtedness  (other  than  Indebtedness
pursuant  to  this  Credit Agreement) including the Senior  Subordinated  Notes;
provided that any Subsidiary may make payments on account of Indebtedness  owing
--------
to  the  Borrower or any other Subsidiary; or (c) during the continuance of  any
Event  of  Default, make any payment to an Affiliate (other than  salary,  other
employment  compensation  or  wages owing to such  Affiliate)  with  respect  to
management, consulting or other like fees.

          8.11.     Investments.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly or indirectly, make any Investment in any Person, whether in cash,
securities,  or  other property of any kind including, without  limitation,  any
Subsidiary or Affiliate of the Borrower, other than:

          (a)  Advances or  loans  made in the  ordinary  course of  business to
     employees of the Borrower or its  Subsidiaries  for  travel, entertainment,
     relocation and similar  expenses  not to  exceed $750,000 in the  aggregate
     outstanding at any one time;
     
          (b)  Existing Advances;

          (c)  Cash Equivalents;

          (d)  Interest-bearing demand or time deposits (including  certificates
     of deposit) which are insured by the Federal Deposit Insurance  Corporation
     ("FDIC") or a similar federal  insurance  program; provided, however, that 
                                                        --------  -------
     the Borrower may, in the ordinary  course of its business,  maintain in its
     disbursement accounts from time to  time amounts  in excess of then applic-
     able FDIC or other program insurance limits;

          (e)   Promissory  notes  received  by  the  Borrower  as  provided  in
     Section 8.7;

          (f)  Such other Investments  not to exceed $2,500,000 in the aggregate
     at any time  outstanding as the  Agent may  approve  in writing in its sole
     discretion;

          (g)  To  the  extent  permitted  under  Section  8.18(c)  hereof;  and

          (h)  Charged-back Accounts pertaining to goods returned or rejected by
     a customer, which Accounts  are  acquired  by the  Borrower  to the  extent
     required by the Borrower's Credit  Card  Plan  Agreement with National City
     Bank, Columbus or any other credit card agreements.

          8.12.     Affiliate Transactions.

          (a)  The Borrower  shall  not,  and  shall not permit  any of its Sub-
     sidiaries to,  directly  or  indirectly,  enter  into  any  transaction not
     described on Schedule B  with (including, without limitation, the purchase,
     sale or exchange of property  or the  rendering of any service to) any Sub-
     sidiary or Affiliate of the  Borrower  ("Affiliate Transaction")  except in
     the ordinary course of and pursuant  to the reasonable  requirements of the
     Borrower's or such Subsidiary's business, as the case may be, and upon fair
     and reasonable terms no less favorable to the  Borrower or such  Subsidiary
     than could be obtained  in a  comparable  arm's-length  transaction with an
     unaffiliated Person (the "Fairness Conditions").
     
          (b)  Notwithstanding  Section 8.12(a) above, the  Borrower shall  not,
     and shall not permit any of  its  Subsidiaries  to,  enter  into  Affiliate
     Transactions  with  aggregate  consideration  in  excess of $250,000 in any
     fiscal year unless a majority of the  members of  the Board of Directors of
     the Borrower who are not officers, employees  or Affiliates of the Borrower
     or any of its  Subsidiaries  shall  have  determined, prior to the time the
     Borrower or such Subsidiary, as the case may be, enters into such Affiliate
     Transactions,  that  such  Affiliate  Transactions  satisfy  the   Fairness
     Conditions and such determination is evidenced by a resolution of the Board
     of Directors or a committee thereof; provided that, the Borrower shall not,
                                          --------
     and shall not permit any of  its  Subsidiaries  to,  enter  into  Affiliate
     Transactions with  aggregate  consideration  in  excess  of $500,000 in any
     fiscal year unless, in addition  to  the  requirements set forth above, the
     Borrower delivers to the Agent, at least thirty (30) days prior to the time
     the Borrower or such Subsidiary enters  into such Affiliate Transactions, a
     detailed summary of all material terms,  provisions and conditions thereof.

          8.13.     Prohibited Transactions Under ERISA.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly:

          (a)  Engage, or permit any ERISA Affiliate to engage in any prohibited
     transaction which could result in a civil penalty or excise  tax  described
     in Sections 406 of ERISA or 4975 of the Internal Revenue  Code  for which a
     statutory or class exemption is not available  or a  private  exemption has
     not been previously obtained from the DOL;
     
          (b)  permit to exist with respect to any  Benefit Plan any accumulated
     funding deficiency (as defined in Sections  302 of  ERISA  and  412  of the
     Internal Revenue Code), whether or not waived;

          (c)  fail,  or  permit  any  ERISA  Affiliate  to  fail, to pay timely
     required  contributions  or  annual  installments  due  with respect to any
     waived funding deficiency to any Benefit Plan;

          (d)  terminate, or  permit  any  ERISA  Affiliate  to  terminate,  any
     Benefit Plan  where  such  event  would  result  in  any  liability  of the
     Borrower, any  Subsidiary  or  any ERISA Affiliate under Title IV of ERISA;

          (e)  fail, or permit any ERISA Affiliate to fail, to make any required
     contribution or payment to any Multiemployer Plan;

          (f)  fail, or permit any ERISA Affiliate to fail, to pay  any required
     installment or any other payment required under Section 412 of the Internal
     Revenue Code  on or before  the  due  date  for such  installment  or other
     payment;

          (g)  amend, or permit  any ERISA  Affiliate to amend, a Plan resulting
     in an increase in current  liability  for the plan year such that either of
     the Borrower, any Subsidiary or any ERISA  Affiliate is required to provide
     security to such Plan  under  Section  401(a)(29)  of the  Internal Revenue
     Code;

          (h)  withdraw, or  permit  any  ERISA  Affiliate to withdraw, from any
     Multiemployer Plan where such withdrawal may result in any liability of any
     such entity under Title IV of ERISA; or

          (i)  allow any representation made in Section 6.12 to be untrue at any
     time during the term of this Credit Agreement.

          8.14.     Additional Bank Accounts.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly  or  indirectly, open, maintain or otherwise  have  any  checking,
savings  or  other accounts at any bank or other financial institution,  or  any
other  account where money is or may be deposited or maintained with any Person,
other  than  the Disbursement Account, Lumber Hedging Accounts and  the  Blocked
Accounts  and  other  accounts  set forth on Schedule  B.   Notwithstanding  the
                                             -----------
foregoing, until such time as the Agent otherwise directs, the Borrower may open
and  maintain an additional bank account (the "Contingency Account") to be  used
exclusively  for  funding the emergency cash needs of its  facilities;  provided
                                                                        --------
that  (i)  no  single facility receive in excess of $1,000 from the  Contingency
Account in any given month and (ii) no group of facilities receive in excess  of
$10,000 in the aggregate from the Contingency Account in any given month.

          8.15.     Excess Cash.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly  or indirectly, maintain in the aggregate in all of the  checking,
savings  or  other  accounts (other than the Disbursement Account,  the  Blocked
Accounts, the BKB Account, Lumber Hedging Accounts and the payroll accounts)  of
the  Borrower  or  elsewhere, total cash balances and Investments  permitted  by
Section 8.11 hereof in excess of $150,000 at any time during which any Revolving
Loans  are  outstanding hereunder, of which amount no more than  $5,000  may  be
maintained in the Contingency Account at any time.

          8.16.     Material Amendments of Material Contracts.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly  or indirectly, without the prior written consent of the  Majority
Lenders,   amend,  modify,  cancel  or  terminate  or  permit   the   amendment,
modification,  cancellation  or  termination  of,  the  Indenture,  the   Senior
Subordinated Notes, or any other Material Contract, unless, with respect to such
other  Material  Contracts only, such amendment, modification,  cancellation  or
termination would not have a Material Adverse Effect.

          8.17.     Additional Negative Pledges.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  directly  or indirectly, create or otherwise cause or suffer  to  exist  or
become effective, or permit any of the Subsidiaries to create or otherwise cause
or  suffer  to  exist  or  become effective, directly  or  indirectly,  (i)  any
prohibition or restriction (including any agreement to provide equal and ratable
security  to  any  other Person in the event a Lien is granted  to  or  for  the
benefit  of the Agent and the Lenders) on the creation or existence of any  Lien
upon  any  assets  of the Borrower or the Subsidiaries or (ii)  any  contractual
obligation which may restrict or inhibit the Agent's rights or ability  to  sell
or  otherwise dispose of the Collateral or any part thereof after the occurrence
of an Event of Default.

          8.18.     Additional Subsidiaries; Acquisitions.

          (a)  The Borrower shall not, and  shall  not  permit  any  of its Sub-
     sidiaries to, directly or indirectly, form or acquire any new Subsidiaries.
     
          (b)  The Borrower shall not, and shall not  permit  any  of  its  Sub-
     sidiaries to make any Acquisitions  except  as permitted by Section 8.18(c)
     hereof.

          (c)  Notwithstanding Section 8.18(a) and  8.18(b) hereof, but  subject
     to all of the other  provisions  of  this  Credit  Agreement  and the other
     Credit Documents, the Borrower may  from time to time make Acquisitions if:

               (i)  The Agent shall have  received  (A)  such  duly executed and
          delivered agreements, instruments  and  documents  as the  Agent shall
          request in order to create in  favor  of the Agent a security interest
          in the types of property in which a security interest has been granted
          to the Agent under the  Security  Agreement  so acquired to secure the
          Obligations, and (B) such lien searches relating to the property being
          acquired as the Agent shall request;
          
              (ii) If such  Acquisition  is  an  Acquisition  of  stock or other
          equity interests in a Person, (A) the Borrower  acquires  one  hundred
          percent (100%) of the stock and other equity  interests of such Person
          and (B) such Person is merged with and into the Borrower or liquidated
          immediately  upon  the  consummation  of  such  Acquisition  with  the
          Borrower being the sole surviving Person;

             (iii) At the time of such  Acquisition,  no Default and no Event of
          Default exists, or would exist upon the consummation thereof;

              (iv) The Borrower has demonstrated in  writing to the satisfaction
          of the Agent that the business to be  acquired has had positive EBITDA
          (adjusted to give effect for the  Borrower's business  plan  for  such
          business as reasonably approved  by the  Agent) for the period of four
          (4) fiscal quarters then most recently ended;

               (v)  The Borrower has demonstrated in writing to the satisfaction
          of the Agent that following the  consummation  of the  Acquisition the
          Borrower will be in pro forma  compliance  with  Sections 8.1 and 8.2;

              (vi)  The Borrower has completed  its due diligence  review of the
          business to be acquired;

             (vii)  The Borrower shall have received the Majority Lenders' prior
          written consent if the Total  Consideration  for  such  Acquisition or
          series  of  related  Acquisitions  is  or  could  be  in   excess   of
          $15,000,000;

            (viii)  The Revolving Loans made for the purpose of funding Acquisi-
          tions in the then current calendar year  will not  exceed  $30,000,000
          after giving effect to such Acquisition;

              (ix) The board of directors or  shareholders,  or in the case of a
          Person that is not a corporation,  a corresponding  governing body, of
          the Person whose stock or assets  are  being acquired has approved the
          Acquisition.

               (x)  The structure of the Acquisition, including any seller notes
          and all other assumed debt is on terms acceptable to the Agent;

              (xi) The assets so acquired are  located  in the  United States or
          Canada (other than the  Province of Quebec) or, if such acquisition is
          structured as a purchase of stock, the Person so acquired is organized
          under the laws of a state  in the  United States, and the assets owned
          by such Person located in the United States  or Canada (other than the
          Province of Quebec);

             (xii)  The Borrower updates the schedules hereto and to each of the
          other  Loan  Documents, as  applicable, provided, in  no event may any
                                                  --------
          schedule be updated  in  a  manner  that  would  reflect or evidence a
          Default or Event of Default;

            (xiii)  The target  of  the  Acquisition  is  engaged  in a  line of
          business  that  is  reasonably  related  to  the  Borrower's  line  of
          business as presently conducted by the Borrower; and

             (xiv)  such other conditions as the Agent  reasonably  requests are
          satisfied.

          "Total  Consideration" means the total consideration paid with respect
to  any Acquisition, including without limitation, (v) all payments made in cash
and  property,  (w)  the  amount  paid or to be  paid  pursuant  to  non-compete
agreements,  so-called earn-out agreements and consulting  agreements,  (x)  the
amount  of debt and other liabilities assumed and/or incurred (including in  the
case  of  an acquisition of stock or other equity interests, the amount of  debt
and  other  liabilities of the Person to be acquired), (y)  anticipated  capital
expenditures related to an Acquisition and identified to the Agent prior to  the
consummation of such Acquisition and (z) the amount of all transaction fees.

          To  the  extent that assets acquired by the Borrower pursuant to  this
Section  8.18(c)  would  otherwise consist of or include  Eligible  Accounts  or
Eligible  Inventory,  the dollar amount of such Eligible Accounts  and  Eligible
Inventory  (after application of applicable advance rates) will be  included  in
calculating the Borrowing Base only following the satisfactory completion of  an
examination by the Agent.

          8.19.     Hedging Transactions.

          The  Borrower  shall not, and shall not permit any of its Subsidiaries
to,  engage  in  any  speculative hedging or similar  transactions  (other  than
Interest  Rate Agreements and Lumber Hedging Agreements, to the extent otherwise
permitted hereunder).

          8.20.     Activities of Subsidiaries.

          (a)  LTC.  The Borrower shall not permit LTC to engage in any business
               ---
     or activity (including, without limitation, the incurrence of Indebtedness
     or trade liabilities)with any Person (other than the Borrower in connection
     with the LTC Sublicense Agreement).  Notwithstanding Section 8.11(f),
     Borrower shall not make any Investment on or after the Closing Date in LTC.
     
          (b)  GLC.  The Borrower shall not permit GLC to engage in any business
               ---
     or activity (including, without limitation, the incurrence of any
     Indebtedness or trade liabilities) other than the ownership and operation
     of building material supply centers (and activities reasonably related
     thereto).  Notwithstanding Section 8.11(f), Borrower shall not make any
     Investment on or after the Closing Date in GLC.

         (c)  Wickes International.  The Borrower shall not permit Wickes 
              --------------------
     International Holding Corporation to engage in any business or activity
     (including, without limitation, the incurrence of Indebtedness or trade
     liabilities) with any Person (other than the ownership of the Investment
     in Riverside International Corporation that is outstanding on the Closing
     Date).  Notwithstanding Section 8.11(f), Borrower shall not make any
     Investment on or after the Closing Date in Wickes International Holding
     Corporation or any Person that is now or hereafter becomes a Subsidiary
     of Wickes International Holding Corporation.

ARTICLE 9.  EVENTS OF DEFAULT AND REMEDIES
               
          9.1. Events of Default.

          The  occurrence  of  any of the following events shall  constitute  an
Event of Default hereunder:

          (a)  failure of the Borrower to pay (i) any interest, Fees, Expenses
     or other Obligations (other than principal) within three (3) Business Days
     of when due, in each case whether at stated maturity, by acceleration, or
     otherwise, or (ii) any principal when due, whether at stated maturity, by
     acceleration or otherwise;
     
          (b)  failure of the Borrower to perform, comply with or observe any
     term, covenant or agreement applicable to it contained in the Pledge
     Agreement, the Security Agreement or in Sections 7.1(a), 7.1(c), 7.1(d),
     7.2(a), 7.3, 7.4, 7.7 or 7.10 or Article 8 hereof;

          (c)  any representation or warranty made or deemed to be made by the
     Borrower in this Credit Agreement or in any other Credit Document (and in
     any statement or certificate given in writing under this Credit Agreement
     or any other Credit Document), shall be false or misleading in any material
     respect when made or deemed to be made;

          (d)  failure of the Borrower to comply with any provisions contained
     in this Credit Agreement or any other Credit Document, other than as set
     forth in Section 9.1(a), 9.1(b) and 9.1(c) hereof, and such failure shall
     continue without cure for a period of thirty (30) consecutive days after
     notice thereof is given to the Borrower by the Agent or the Majority
     Lenders;

          (e)  dissolution, liquidation, winding up or cessation of the
     Borrower's businesses, or the failure of the Borrower to meet its debts as
     they mature, or the calling of one or more meetings of the Borrower's major
     creditors for purposes of obtaining a moratorium on payment or a compromise
     of the Borrower's debts;

          (f)  the insolvency of any Credit Party or the commencement by or
     against any Credit Party of any bankruptcy, insolvency, arrangement,
     reorganization, receivership or similar proceedings under any federal or
     state law and, in the event any such proceeding is commenced against a
     Credit Party, such proceeding is not dismissed within thirty (30) days;

          (g)  the occurrence of a Change of Control;

          (h)  the occurrence of a default or event of default (in each case
     which shall continue beyond the expiration of any applicable grace periods)
     which permits, or could permit, the acceleration of the maturity of any
     note, agreement or instrument evidencing any other Indebtedness of the
     Borrower or any of the Subsidiaries, and the aggregate principal amount of
     all such Indebtedness with respect to which a default or an event of
     default has occurred, or the maturity of which is permitted to be
     accelerated, exceeds $2,500,000; or

          (i)  any material covenant, agreement or obligation of any party
     contained in or evidenced by any of the Credit Documents shall cease to be
     enforceable in accordance with its terms, or any party (other than the
     Agent, the Syndication Agent or the Lenders) to any Credit Document shall
     deny or disaffirm, its obligations under any of the Credit Documents, or
     any Credit Document shall be cancelled, terminated, revoked or rescinded
     without the express prior written consent of the Agent, or any action or
     proceeding shall have been commenced by any Person (other than the Agent,
     the Syndication Agent or any Lender) seeking to cancel, revoke, rescind or
     disaffirm the obligations of any party to any Credit Document, or any court
     or other Governmental Authority shall issue a judgment, order, decree or
     ruling to the effect that any of the obligations of any party to any Credit
     Document are illegal, invalid or unenforceable.

          9.2. Acceleration and Cash Collateralization.

          Upon the occurrence and during the continuance of an Event of Default,
the Agent may take any or all of the following actions, without prejudice to the
rights of the Agent or any Lender to enforce its claims against the Borrower:

          (a)  Acceleration.  Upon the written request of the Majority Lenders,
               ------------
     and by delivery of written notice to the Borrower from the Agent, all
     Obligations shall be declared to be immediately due and payable (except
     with respect to any Event of Default set forth in Section 9.1(f) hereof, in
     which case all Obligations shall automatically become immediately due and
     payable without the necessity of any request of the Majority Lenders or
     notice or other demand to the Borrower) without presentment, demand,
     protest or any other action or obligation of the Agent or any Lender.
     
          (b)  Termination of Commitments.  Upon the written request of the
               --------------------------
     Majority Lenders, and by delivery of written notice to the Borrower from
     the Agent, the Commitments of all the Lenders shall be immediately
     terminated.

          (c)  Cash Collateralization.  On demand of the Agent or the Majority
               -----------------------
          Lenders the Borrower shall immediately deposit with the Agent for each
          Letter of Credit then outstanding, cash or Cash Equivalents in an
          amount equal to one hundred ten percent (110%) of the greatest amount
          drawable thereunder.

          9.3. Rescission of Acceleration.

          After  acceleration  of the maturity of the Revolving  Loans,  if  the
Borrower  pays all accrued interest and all principal due (other than by  reason
of the acceleration) and all Defaults and Events of Default are otherwise waived
in  accordance with Section 11.10, the Majority Lenders may elect in their  sole
discretion,  to rescind the acceleration and return any cash collateral.   (This
Section  is  intended  only to bind all of the Lenders  to  a  decision  of  the
Majority  Lenders  and  not to confer any right on the  Borrower,  even  if  the
described conditions for the Majority Lenders' election may be met.)

          9.4. Remedies.

          Upon the occurrence and during the continuance of an Event of Default,
the Agent may do any or all of the following:

          (a)  remove all documents, instruments, files and records (including
     the copying of any computer records) relating to the Accounts or use (at
     the expense of the Borrower) such supplies or space of the Borrower at the
     Borrower's place of business necessary to properly administer and collect
     the Accounts thereon;
     
          (b)  accelerate or extend the time of payment, compromise, issue
     credits, or bring suit on the Accounts (in the name of the Borrower or the
     Lenders) and otherwise administer and collect the Accounts;

          (c)  sell, assign and deliver the Accounts and any returned, reclaimed
     or repossessed merchandise, with or without advertisement, at public or
     private sale, for cash, on credit or otherwise; and

          (d)  foreclose the security interests created pursuant to the Credit
     Documents by any available judicial or non-judicial procedure, and take
     possession of any or all of the Collateral without judicial process and
     enter any premises where any Collateral may be located for the purpose of
     taking possession of or removing the same.

Any  Lender  may bid or become a purchaser at any sale, free from any  right  of
redemption,  which  right is expressly waived by the  Borrower.   If  notice  of
intended  disposition of any Collateral is required by law, it  is  agreed  that
five  (5)  Business  Days notice shall constitute reasonable notification.   The
Borrower will assemble the Collateral and make it available to the Agent at such
locations  as the Agent may specify, whether at the premises of the Borrower  or
elsewhere,  and will make available to the Agent the premises and facilities  of
the  Borrower for the purpose of the Agent's taking possession of,  removing  or
putting the Collateral in saleable form.

          9.5. Right of Setoff.

          In  addition to and not in limitation of all rights of offset that any
Lender or the Issuing Bank may have under applicable law, upon the occurrence of
any Event of Default, and whether or not any Lender or the Issuing Bank has made
any  demand or the obligations of any Credit Party have matured, each Lender and
the Issuing Bank shall have the right to appropriate and apply to the payment of
the Obligations of such Credit Party all deposits and other obligations then  or
thereafter owing by such Lender or the Issuing Bank to such Credit Party.   Each
Lender or the Issuing Bank exercising such rights shall notify the Agent thereof
and  any  amount  received as a result of the exercise of such rights  shall  be
shared in accordance with Section 4.11.

          9.6. License for Use of Software and Other Intellectual Property.

          Unless expressly prohibited by the licensor thereof, if any, the Agent
is  hereby granted a license to use all computer software programs, data  bases,
processes  and materials used by the Borrower in connection with its  businesses
or  in  connection with the Collateral.  The Agent agrees not to  use  any  such
license  prior  to  the  occurrence of an Event of Default  without  giving  the
Borrower prior notice.

          9.7. Deficiencies; Remedies Cumulative.

          The  cash proceeds resulting from the Agent's exercise of any  of  the
foregoing  rights  shall be applied by the Agent and the Lenders  in  accordance
with  Section  2.10.   The Borrower shall remain liable to  the  Agent  and  the
Lenders  for  any deficiencies, and the Agent and the Lenders in turn  agree  to
remit  to  the  Borrower  or its successors or assigns,  any  surplus  resulting
therefrom.   The  foregoing remedies are not intended to be exhaustive  and  the
full  or  partial exercise of any of them shall not preclude the full or partial
exercise  of  any other available remedy under the Credit Agreement,  under  any
other Credit Document, at equity or at law.

ARTICLE 10.  THE AGENT
               
          10.1.     Appointment of Agent.

          (a)  Each Lender hereby designates BKB as Agent to act as herein
     specified. Each Lender hereby irrevocably authorizes, and each holder of
     any Revolving Note or participation in any Letter of Credit by the
     acceptance of a Revolving Note or participation shall be deemed irrevocably
     to authorize, the Agent to take such action on its behalf under the
     provisions of this Credit Agreement and the Revolving Notes and any other
     instruments and agreements referred to herein and to exercise such powers
     and to perform such duties hereunder and thereunder as are specifically
     delegated to or required of the Agent by the terms hereof and thereof and
     such other powers as are reasonably incidental thereto.  The Agent shall
     hold all Collateral and all payments of principal, interest, Fees, charges
     and Expenses received pursuant to this Credit Agreement or any other
     Credit Document for the benefit of the Lenders to be distributed as
     provided herein. The Agent may perform any of its duties hereunder by or
     through its agents or employees.
     
         (b)  The provisions of this Article 10 are solely for the benefit of
     the Agent and the Lenders, and none of the Credit Parties shall have any
     rights as a third party beneficiary of any of the provisions hereof (other
     than Section 10.9).  In performing its functions and duties under this
     Agreement, the Agent shall act solely as agent of the Lenders and does not
     assume and shall not be deemed to have assumed any obligation toward or
     relationship of agency or trust with or for any Credit Party.

          10.2.     Nature of Duties of Agent, Documentation Agent and
Syndication Agent.

          (a)  The Agent shall have no duties or responsibilities except those
     expressly set forth in this Credit Agreement and the other Credit
     Documents.  Neither the Agent nor any of its officers, directors, employees
     or agents shall be liable for any action taken or omitted by it as such
     hereunder or in connection herewith, unless caused by its or their gross
     negligence or willful misconduct. The duties of the Agent shall be
     mechanical and administrative in nature; the Agent shall not have by reason
     of this Credit Agreement or the other Credit Documents a fiduciary
     relationship in respect of any Lender; and nothing in this Credit Agreement
     or the other Credit Documents, expressed or implied, is intended to or
     shall be so construed as to impose upon the Agent any obligations in
     respect of this Credit Agreement or the other Credit Documents except as
     expressly set forth herein or therein.
     
        (b)  Neither the Documentation Agent nor the Syndication Agent will have
     any duties, obligations, rights or remedies under this Credit Agreement or
     any of the other Credit Documents by virtue of its being named as
     documentation agent or syndication agent hereunder.

         10.3.     Lack of Reliance on Agent.

        (a)  Independently and without reliance upon the Agent, each Lender, to
     the extent it deems appropriate, has made and shall continue to make (i)
     its own independent investigation of the financial or other condition and
     affairs of each Credit Party in connection with the taking or not taking of
     any action in connection herewith and (ii) its own appraisal of the
     creditworthiness of each Credit Party, and, except as expressly provided in
     this Agreement, the Agent shall have no duty or responsibility, either
     initially or on a continuing basis, to provide any Lender with any credit
     or other information with respect thereto, whether coming into its
     possession before the making of the Revolving Loans or at any time or times
     thereafter.
     
        (b)  The Agent shall not be responsible to any Lender for any recitals,
     statements, information, representations or warranties herein or in any
     document, certificate or other writing delivered in connection herewith or
     for the execution, effectiveness, genuineness, validity, enforceability,
     collectibility, priority or sufficiency of this Credit Agreement or the
     Revolving Notes or the financial or other condition of any Credit Party.
     The Agent shall not be required to make any inquiry concerning either the
     performance or observance of any of the terms, provisions or conditions of
     this Credit Agreement or the Revolving Notes, or the financial condition of
     any Credit Party, or the existence or possible existence of any Default or
     Event of Default, unless specifically requested to do so in writing by any
     Lender.

        10.4.     Certain Rights of the Agent.

          The  Agent  shall  have  the right to request  instructions  from  the
Majority Lenders at any time.  If the Agent shall request instructions from  the
Majority  Lenders with respect to any act or action (including  the  failure  to
act)  in  connection with this Credit Agreement, the Agent shall be entitled  to
refrain  from  such act or taking such action unless and until the  Agent  shall
have  received instructions from the Majority Lenders, and the Agent  shall  not
incur liability to any Person by reason of so refraining.  Without limiting  the
foregoing, no Lender shall have any right of action whatsoever against the Agent
as  a  result  of  the  Agent  acting or refraining  from  acting  hereunder  in
accordance with the instructions of the Majority Lenders.

          10.5.     Reliance by Agent.

          The  Agent shall be entitled to rely, and shall be fully protected  in
relying,  upon  any  note, writing, resolution, notice, statement,  certificate,
telex,  teletype  or telecopier message, cablegram, radiogram,  order  or  other
documentary, teletransmission or telephone message believed by it to be  genuine
and  correct  and to have been signed, sent or made by the proper  person.   The
Agent  may  consult with legal counsel (including counsel for the Borrower  with
respect  to  matters  concerning the Borrower), independent  public  accountants
(including  the  Borrower's independent public accountants)  and  other  experts
selected  by  it and shall not be liable for any action taken or omitted  to  be
taken  by  it  in  good faith in accordance with the advice of,  or  information
provided by, such counsel, accountants or experts.

          10.6.     Indemnification of Agent.

          To  the  extent  the  Agent is not reimbursed and indemnified  by  the
Borrower,  each Lender will reimburse and indemnify the Agent, in proportion  to
its respective Commitment, for and against any and all liabilities, obligations,
losses,   damages,  penalties,  actions,  judgments,  suits,   costs,   expenses
(including  counsel  fees and disbursements) or disbursements  of  any  kind  or
nature whatsoever (including all Expenses) which may be imposed on, incurred  by
or  asserted against the Agent in performing its duties hereunder,  in  any  way
relating to or arising out of this Agreement, provided that, no Lender shall  be
                                              --------
liable  for  any  portion  of  such liabilities, obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent's gross negligence or willful misconduct.

          10.7.     The Agent in its Individual Capacity.

          With  respect  to its obligation to lend under this Credit  Agreement,
the  Revolving Loans made by it and the Revolving Notes issued to  it,  and  its
participation  in Letters of Credit issued hereunder, the Agent shall  have  the
same  rights  and powers hereunder as any other Lender or holder of a  Revolving
Note  or participation interests and may exercise the same as though it was  not
performing  the  duties  specified herein; and the  terms  "Lenders,"  "Majority
Lenders,"  "holders of Revolving Notes," or any similar terms shall, unless  the
context  clearly  otherwise  indicates, include  the  Agent  in  its  individual
capacity.   The  Agent may accept deposits from, lend money to,  acquire  equity
interests  in,  and  generally engage in any kind of banking,  trust,  financial
advisory or other business with the Borrower or any Affiliate of the Borrower as
if  it were not performing the duties specified herein, and may accept fees  and
other  consideration  from the Borrower for services  in  connection  with  this
Credit  Agreement and otherwise without having to account for the  same  to  the
Lenders.

          10.8.     Holders of Notes.

          The  Agent may deem and treat the payee of any Revolving Note  as  the
owner  thereof for all purposes hereof unless and until a written notice of  the
assignment  or  transfer  thereof shall have been filed  with  the  Agent.   Any
request,  authority  or consent of any Person who, at the time  of  making  such
request  or  giving such authority or consent, is the holder  of  any  Revolving
Note,  shall  be conclusive and binding on any subsequent holder, transferee  or
assignee  of  such  Revolving Note or of any Revolving Note or  Revolving  Notes
issued in exchange therefor.

          10.9.     Successor Agent.

          (a)  The Agent may, upon five (5) Business Days' written notice to the
     Lenders and the Borrower, resign at any time (effective upon the
     appointment of a successor Agent pursuant to the provisions of this Section
     10.9). Such resignation of the Agent shall also operate as a resignation of
     BKB as Issuing Bank.  Upon any such resignation, the Majority Lenders shall
     have the right, upon five (5) days' notice and approval by the Borrower
     (which approval shall not be unreasonably withheld), to appoint a successor
     Agent which shall also serve as successor Issuing Bank.  If no successor
     Agent (i) shall have been so appointed  by the Majority Lenders, and (ii)
     shall have accepted  such appointment, within thirty (30) days after the
     retiring Agent's giving of notice of resignation, then, upon five (5) days'
     notice, the retiring Agent may, on behalf of the Lenders, appoint a
     successor Agent, which shall also serve as successor Issuing Bank.

         (b)  Upon the acceptance of any appointment as Agent hereunder by a
     successor Agent, such successor Agent shall thereupon succeed to and become
     vested with all the rights, powers, privileges and duties of the retiring
     Agent, and the retiring Agent shall be discharged from its duties and
     obligations under this Credit Agreement.  After any retiring Agent's
     resignation hereunder as Agent, the provisions of this Article 10 shall
     inure to its benefit as to any actions taken or omitted to be taken by it
     while it was Agent under this Credit Agreement.

         (c)  In the event of a material breach by the Agent of its duties
     hereunder, the Agent may be removed by the Majority Lenders (other than the
     Agent in its individual capacity and without giving effect to any Revolving
     Loans or Commitments made by the Agent in its individual capacity) for
     cause and the provisions of this Section 10.9 shall apply to the
     appointment of a successor Agent.  Removal of BKB as Agent shall also
     operate as a removal of BKB as Issuing Bank.

          10.10.    Collateral Matters.

         (a)  Each Lender authorizes and directs the Agent to enter into the
     Collateral Documents for the benefit of the Lenders.  Each Lender hereby
     agrees, and each holder of any Revolving Note by the acceptance thereof
     will be deemed to agree, that, except as otherwise set forth herein, any
     action taken by the Majority Lenders in accordance with the provisions of
     this Credit Agreement or the Collateral Documents, and the exercise by the
     Majority Lenders of the powers set forth herein or therein, together with
     such other powers as are reasonably incidental thereto, shall be authorized
     and binding upon all of the Lenders. The Agent is hereby authorized on
     behalf of all of the Lenders, without the necessity of any notice to or
     further consent from any Lender, from time to time prior to an Event of
     Default, to take any action with respect to any Collateral or Collateral
     Documents which may be necessary to perfect and maintain perfected the
     security interest in and liens upon the Collateral granted pursuant to the
     Collateral Documents.
     
        (b)  The Lenders hereby authorize the Agent, at its option and in its
     discretion, to release any Lien granted to or held by the Agent upon any
     Collateral (i) upon termination of the Commitments of all Lenders and
     payment and satisfaction of all of the Obligations at any time arising
     under or in respect of this Credit Agreement or the Credit Documents or
     the transactions contemplated hereby or thereby, (ii) constituting property
     being sold or disposed of if the Borrower certifies to the Agent that the
     sale or disposition is made in compliance with Section 8.7 hereof (and the
     Agent may rely conclusively on any such certificate, without further
     inquiry) or (iii) if approved, authorized or ratified in writing by the
     Majority Lenders, unless such release is required to be approved by all of
     the Lenders hereunder.  Upon request by the Agent at any time, the Lenders
     will confirm in writing the Agent's authority to release particular types
     or items of Collateral pursuant to this Section 10.10.

        (c)  Upon any sale and transfer of Collateral which is expressly
     permitted pursuant to the terms of this Credit Agreement, or consented to
     in writing by the Majority Lenders or all of the Lenders, as applicable,
     and upon at least five (5) Business Days' prior written request by the
     Borrower, the Agent shall (and is hereby irrevocably authorized by the
     Lenders to) execute such documents as may be necessary to evidence the
     release of the Liens granted to the Agent for the benefit of the Lenders
     herein or pursuant hereto upon the Collateral that was sold or transferred;
     provided that (i) the Agent shall not be required to execute any such
     --------
     document on terms which, in the Agent's opinion, would expose the Agent to
     liability or create any obligation or entail any consequence other than the
     release of such Liens without recourse or warranty and (ii) such release
     shall not in any manner discharge, affect or impair the Obligations or any
     Liens upon (or obligations of the Borrower or any Subsidiary in respect of)
     all interests retained by the Borrower or any Subsidiary, including
     (without limitation) the proceeds of the sale, all of which shall continue
     to constitute part of the Collateral.  In the event of any sale or transfer
     of Collateral, or any foreclosure with respect to any of the Collateral,
     the Agent shall be authorized to deduct all of the Expenses reasonably
     incurred by the Agent from the proceeds of any such sale, transfer or
     foreclosure.

        (d)  The Agent shall have no obligation whatsoever to the Lenders or to
     any other Person to assure that the Collateral exists or is owned by the
     Borrower or any Subsidiary or is cared for, protected or insured or that
     the Liens granted to the Agent herein or pursuant hereto have been properly
     or sufficiently or lawfully created, perfected, protected or enforced or
     are entitled to any particular priority, or to exercise or to continue
     exercising at all or in any manner or under any duty of care, disclosure or
     fidelity any of the rights, authorities and powers granted or available to
     the Agent in this Section 10.10 or in any of the Collateral Documents, it
     being understood and agreed that in respect of the Collateral, or any act,
     omission or event related thereto, the Agent may act in any manner it may
     deem appropriate, in its sole discretion, given the Agent's own interest in
     the Collateral as one of the Lenders and that the Agent shall have no duty
     or liability whatsoever to the Lenders, except for its gross negligence or
     willful misconduct.

          10.11.    Actions with Respect to Defaults.

          In  addition to the Agent's right to take actions on its own accord as
permitted under this Credit Agreement and the other Credit Documents, the  Agent
shall take such action with respect to a Default or Event of Default as shall be
directed  by  the  Majority Lenders; provided that until the  Agent  shall  have
                                     --------
received  such  directions, the Agent may (but shall not be obligated  to)  take
such action, or refrain from taking such action, with respect to such Default or
Event  of  Default as it shall deem advisable and in the best interests  of  the
Lenders.

          10.12.    Delivery of Information.

          The Agent shall not be required to deliver to any Lender originals  or
copies   of  any  documents,  instruments,  notices,  communications  or   other
information  received  by  the  Agent from the  Borrower,  any  Subsidiary,  the
Majority  Lenders,  any Lender or any other Person under or in  connection  with
this  Credit  Agreement or any other Credit Document except (i) as  specifically
provided  in  this  Credit Agreement or any other Credit Document  and  (ii)  as
specifically  requested from time to time in writing by any Lender with  respect
to  a  specific  document,  instrument, notice or  other  written  communication
received  by and in the possession of the Agent at the time of receipt  of  such
request and then only in accordance with such specific request.

          10.13.    Syndication Agent.

          The  Borrower, the Agent, the Issuing Bank and each Lender acknowledge
that,  other  than any rights expressly reserved to the Syndication Agent  under
this  Credit  Agreement, the Syndication Agent has no obligations hereunder  and
shall not be responsible or accountable to any other party hereto for any action
or failure to act hereunder.

          10.14.     No Liability for Interest Rate Agreements or Lumber Hedging
Agreements.

          In  no event shall the Agent have any liability to the Borrower or any
Lender  for  any losses incurred under or in connection with any  Interest  Rate
Agreement or Lumber Hedging Agreement.

11.
ARTICLE 11.  MISCELLANEOUS
               
          11.1.     SUBMISSION TO JURISDICTION; WAIVERS.

          THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

         (a)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
     PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO
     WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
     RESPECT THEREOF, TO THE  NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS
     OF THE STATE OF MASSACHUSETTS, THE COURTS OF THE UNITED STATES OF AMERICA
     FOR THE DISTRICT OF MASSACHUSETTS AND APPELLATE COURTS FROM ANY THEREOF;
     
         (b)  CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
     COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
     VENUE OF ANY SUCH ACTION OR PROCEEDING BEING BROUGHT IN AN INCONVENIENT
     COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

         (c)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
     MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL
     (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE
     BORROWER AT ITS ADDRESS SET FORTH IN SECTION 11.5 OR AT SUCH OTHER ADDRESS
     OF WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

         (d)  AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
     SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
     RIGHT TO SUE IN ANY OTHER JURISDICTION;

         (e)  WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM
     IN RESPECT OF, AND ALL STATUTES OF LIMITATIONS WHICH MAY BE RELEVANT TO,
     SUCH ACTION OR PROCEEDING; AND

         (f)  WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY
     NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT.
     
          11.2.     [RESERVED].

          11.3.     GOVERNING LAW.

          THE  VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS CREDIT AGREEMENT
SHALL  BE  GOVERNED  BY  THE LAWS OF THE STATE OF MASSACHUSETTS  WITHOUT  GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

          11.4.     Delays; Partial Exercise of Remedies.

          No  delay or omission of the Agent, the Issuing Bank or the Lenders to
exercise any right or remedy hereunder, whether before or after the happening of
any  Event of Default, shall impair any such right or shall operate as a  waiver
thereof  or  as  a  waiver of any such Event of Default.  No single  or  partial
exercise  by the Agent, the Issuing Bank or the Lenders of any right  or  remedy
shall  preclude  any  other or further exercise thereof, or preclude  any  other
right or remedy.

          11.5.     Notices.

          Except  as  otherwise provided herein, all notices and correspondences
hereunder  shall be in writing and sent by certified or registered mail,  return
receipt  requested, or by overnight delivery service, with all charges  prepaid,
if  to the Agent, the Syndication Agent or the Issuing Bank, then to BankBoston,
N.A.,  Asset  Based  Finance, 100 Federal Street, Mail  Stop  MA  BOS  01-09-08,
Boston,  Massachusetts 02110, Attention:  Mark Forti, if to any Lender, then  to
such  Lender's address for notice set forth on Annex I, and if to the  Borrower,
then  to  the  Borrower at 706 N. Deerpath Drive, Vernon Hills, Illinois  60061,
Attention:   Chief Financial Officer, with a copy to Holland &  Knight  LLP,  50
North   Laura  Street,  Suite  3900,  Jacksonville,  Florida  32202,  Attention:
T.  Malcolm Graham, or by facsimile transmission, promptly confirmed in  writing
sent  by first class mail, if to the Agent, the Syndication Agent or the Issuing
Bank,  at  (617)  434-2309, if to any Lender, then to  such  Lender's  facsimile
number  set forth on Annex I, and if to the Borrower at (847) 367-3750,  with  a
copy  to  Holland  &  Knight  LLP  at  (904) 358-1872,  Attention:   Kenneth  M.
Kirschner,  or, in any such case, to another location designated  in  accordance
with  this  Section 11.5.  All such notices and correspondence shall  be  deemed
given  (i)  if  sent  by certified or registered mail or by  overnight  delivery
service, when received at the above stated addresses or when delivery is refused
and (ii) if sent by facsimile transmission, when receipt of such transmission is
acknowledged.

          11.6.     Assignability.

          (a)  The Borrower shall not have the right to assign or delegate this
     Credit Agreement or any interest therein except with the prior written
     consent of the Agent and each Lender.
     
          (b)  Any Lender may make, carry or transfer Revolving Loans at, to or
     for the account of, any of its branch offices or the office of an Affiliate
     of such Lender except to the extent such transfer would result in increased
     costs to the Borrower.

          (c)  A Lender may, with the consent of the Agent and, prior to the
     occurrence of an Event of Default, with the consent of the Borrower (which
     may not be unreasonably withheld), assign to one or more banks or other
     financial institutions all or a portion of its rights and obligations under
     this Credit Agreement and the Revolving Notes; provided that (i) for each
                                                    --------    
     such assignment, the parties thereto shall execute and deliver to the
     Agent, for its acceptance and recording in the Register (as defined below),
     an Assignment and Assumption Agreement, together with any Revolving Note or
     Revolving Notes subject to such assignment and a processing and recordation
     fee of $3,500, (ii) no such assignment shall be for less than $10,000,000
     of a Lender's Commitment or, if less, the entire amount of such Lender's
     Commitment and (iii) the consent of the Agent and the Borrower shall not be
     required in connection with an assignment to an Affiliate.  Upon execution
     and delivery of the Assignment and Assumption Agreement to the Agent, from
     and after the date specified as the effective date in the Assignment and
     Assumption Agreement, (x) the assignee thereunder shall be a party hereto,
     and, to the extent that rights and obligations hereunder have been assigned
     to it pursuant to such Assignment and Assumption Agreement, such assignee
     shall have the rights and obligations of a Lender hereunder and (y) the
     assignor thereunder shall, to the extent that rights and obligations
     hereunder have been assigned by it pursuant to such Assignment and
     Assumption Agreement, relinquish its rights (other than any rights it may
     have pursuant to Section 11.8 hereof which will survive) and be released
     from its obligations under this Credit Agreement (and, in the case of an
     Assignment and Assumption Agreement covering all or the remaining portion
     of an assigning Lender's rights and obligations under this Credit
     Agreement, such Lender shall cease to be a party hereto).

        (d)  By executing and delivering an Assignment and Assumption Agreement,
     the assignee thereunder confirms and agrees as follows: (i) other than as
     provided in such Assignment and Assumption Agreement, the assigning Lender
     makes no representation or warranty and assumes no responsibility with
     respect to any statements, warranties or representations made in or in
     connection with this Agreement or the execution, legality, validity,
     enforceability, genuineness, sufficiency or value of this Credit Agreement,
     the Revolving Notes or any other instrument or document furnished pursuant
     hereto, (ii) such assigning Lender makes no representation or warranty and
     assumes no responsibility with respect to the financial condition of the
     Borrower or any other Credit Parties or the performance or observance by
     the Borrower or any other Credit Parties of any of its obligations under
     this Credit Agreement or any other instrument or document furnished
     pursuant hereto, (iii) such assignee confirms that it has received a copy
     of this Credit Agreement, together with copies of the Financial Statements
     referred to in Section 7.1 hereof and such other documents and information
     as it has deemed appropriate to make its own credit analysis and decision
     to enter into such Assignment and Assumption Agreement, (iv) such assignee
     will, independently and without reliance upon the Agent, such assigning
     Lender or any other Lender and based on such documents and information as
     it shall deem appropriate at the time, continue to make its own credit
     decisions in taking or not taking action under this Credit Agreement, (v)
     such assignee appoints and authorizes the Agent to take such action as
     agent on its behalf and to exercise such powers under this Credit Agreement
     as are delegated to the Agent by the terms hereof, together with such
     powers as are reasonably incidental thereto and (vi) such assignee agrees
     that it will perform in accordance with their terms all of the obligations
     which by the terms of this Credit Agreement are required to be performed by
     it as a Lender.

        (e)  The Agent shall maintain at its address referred to in Section 11.5
     hereof a copy of each Assignment and Assumption Agreement delivered to and
     accepted by it and a register for the recordation of the names and
     addresses of the Lenders and the Commitments of, and principal amount of
     the Revolving Loans owing to, each Lender from time to time (the
     "Register").  The entries in the Register shall be conclusive and binding
     for all purposes, absent manifest error, and the Borrower, the Agent and
     the Lenders may treat each Person whose name is recorded in the Register as
     a Lender hereunder for all purposes of this Agreement.  The Register and
     copies of each Assignment and Assumption shall be available for inspection
     by the Borrower or any Lender at any reasonable time and from time to time
     upon reasonable prior notice.

        (f)  Upon its receipt of an Assignment and Assumption Agreement executed
     by an assigning Lender, together with the Revolving Note or Revolving Notes
     subject to such assignment, the Agent shall, if such Assignment and
     Assumption Agreement has been completed and is in substantially the form of
     Exhibit F hereto, (i) accept such Assignment and Assumption Agreement, (ii)
     record the information contained therein in the Register and (iii) give
     prompt notice thereof to the Borrower.  Within five (5) Business Days after
     its receipt of such notice, the Borrower shall execute and deliver to the
     Agent in exchange for the surrendered Revolving Note or Revolving Notes a
     new Revolving Note or Revolving Notes to the order of the assignee in an
     amount equal to the Commitment or Commitments assumed by it pursuant to
     such Assignment and Assumption Agreement and, if the assigning Lender has
     retained a Commitment or Commitments hereunder, a new Revolving Note or
     Revolving Notes to the order of the assigning Lender in an amount equal to
     the Commitment or Commitments retained by it hereunder.  Such new Revolving
     Note or Revolving Notes shall re-evidence the Indebtedness outstanding
     under the old Revolving Note or Revolving Notes and shall be in an
     aggregate principal amount equal to the aggregate principal amount of such
     surrendered Revolving Note or Revolving Notes, and shall otherwise be in
     substantially the form of the Revolving Note or Revolving Notes subject to
     such assignments.

        (g)  Each Lender may sell participations (without the consent of the
     Agent, the Borrower or any other Lender) to one or more parties in or to
     all or a portion of its rights and obligations under this Credit Agreement
     (including, without limitation, all or a portion of its Commitment, the
     Revolving Loans owing to it and the Revolving Note or Revolving Notes held
     by it); provided that (i) such Lender's obligations under this Credit
             --------
     Agreement (including, without limitation, its Commitment to the Borrower
     hereunder) shall remain unchanged, (ii) such Lender shall remain solely
     responsible to the other parties hereto for the performance of such
     obligations, (iii) such Lender shall remain the holder of any such
     Revolving Note for all purposes of this Credit Agreement, (iv) the
     Borrower, the Agent, and the other Lenders shall continue to deal solely
     and directly with such Lender in connection with such Lender's rights and
     obligations under this Credit Agreement and (v) such Lender shall not
     transfer, grant, assign or sell any participation under which the
     participant shall have rights to approve any amendment or waiver of this
     Credit Agreement except to the extent such amendment or waiver would (A)
     extend the final maturity date or the date for the payments of any
     installment of fees or principal or interest of any Revolving Loans or
     Letter of Credit reimbursement obligations in which such participant is
     participating, (B) reduce the amount of any installment of principal of the
     Revolving Loans or Letter of Credit reimbursement obligations in which such
     participant is participating, (C) reduce the interest rate applicable to
     the Revolving Loans or Letter of Credit reimbursement obligations in which
     such participant is participating, or (D) reduce any Fees payable
     hereunder.

        (h)  Each Lender agrees that, without the prior written consent of the
     Borrower and the Agent, it will not make any assignment hereunder in any
     manner or under any circumstances that would require registration or
     qualification of, or filings in respect of, any Revolving Loan, Revolving
     Note or other obligation under the securities laws of the United States of
     America or of any jurisdiction.

        (i)  In connection with the efforts of any Lender to assign its rights
     or obligations or to participate interests, such Lender may disclose any
     information in its possession regarding the Borrower and its Subsidiaries.

          11.7.     Confidentiality.

          Each Lender agrees that it will use its reasonable best efforts not to
disclose  without  the  prior  consent  of  the  Borrower  (other  than  to  its
Affiliates,  employees,  auditors, or counsel,  or  to  another  Lender  if  the
disclosing Lender or such disclosing Lender's holding or parent company  in  its
sole  discretion  determines  that any such party should  have  access  to  such
information)  any  information  with respect to  the  Borrower  or  any  of  its
Subsidiaries, which is furnished pursuant to this Credit Agreement and which  is
designated by the Borrower to the Lenders in writing as confidential,  provided,
                                                                       --------
that  any  Lender may disclose any such information (a) as has become  generally
available  to the public, (b) as may be required or appropriate in  any  report,
statement  or  testimony  submitted  to any  Governmental  Authority  having  or
claiming  to  have  jurisdiction over such Lender, (c) as  may  be  required  or
appropriate  in  response to any summons or subpoena or in connection  with  any
litigation, (d) in order to comply with any Requirement of Law, and (e)  to  any
prospective  or  actual  transferee  or  participant  in  connection  with   any
contemplated  transfer  or  participation of  any  of  the  Revolving  Notes  or
Commitment or any interest therein by such Lender.

          11.8.     Indemnification.

          The  Borrower  shall and hereby agrees to indemnify, defend  and  hold
harmless  the  Agent, the Syndication Agent, the Issuing Bank and  each  of  the
Lenders  and their respective directors, officers, agents, employees and counsel
from  and  against  (a)  any  and  all  losses,  claims,  damages,  liabilities,
deficiencies,  judgments or expenses incurred by any  of  them  (except  to  the
extent that it is finally judicially determined to have resulted from their  own
gross  negligence  or willful misconduct) arising out of or  by  reason  of  any
litigation, investigations, claims or proceedings which arise out of or  are  in
any  way  related to (i) this Credit Agreement or the transactions  contemplated
hereby,  (ii)  the issuance of the Letters of Credit, (iii) the failure  of  the
Issuing Bank to honor a drawing under any Letter of Credit, as a result  of  any
act  or omission, whether rightful or wrongful, of any present or future de jure
or  de  facto government or Governmental Authority, (iv) any actual or  proposed
use  by  the Borrower of the proceeds of the Revolving Loans or (v) the Agent's,
the  Syndication Agent's, the Issuing Bank's or the Lenders', entering into this
Credit  Agreement,  the  other  Credit Documents or  any  other  agreements  and
documents  relating  hereto,  including, without  limitation,  amounts  paid  in
settlement,  court costs and the fees and disbursements of counsel  incurred  in
connection with any such litigation, investigation, claim or proceeding  or  any
advice rendered in connection with any of the foregoing and (b) any such losses,
claims,  damages, liabilities, deficiencies, judgments or expenses  incurred  in
connection with any remedial or other action taken by the Borrower or any of the
Lenders  in  connection  with  compliance  by  the  Borrower  or  any   of   the
Subsidiaries, or any of their respective properties, with any federal, state  or
local   environmental  laws,  acts,  rules,  regulations,  orders,   directions,
ordinances,  criteria or guidelines.  If and to the extent that the  obligations
of  the Borrower hereunder are unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of  such
Obligations   which  is  permissible  under  applicable  law.   The   Borrower's
Obligations hereunder shall survive any termination of this Credit Agreement and
the  other Credit Documents and the payment in full of the obligations, and  are
in  addition to, and not in substitution of, any other of their Obligations  set
forth  in this Credit Agreement.  In addition, the Borrower shall, upon  demand,
pay to the Agent and any Lender all costs and expenses (including the reasonable
fees  and disbursements of counsel and other professionals) paid or incurred  by
the  Agent or such Lender in (i) enforcing or defending its rights under  or  in
respect  of  this  Credit  Agreement, the other Credit Documents  or  any  other
document  or  instrument now or hereafter executed and delivered  in  connection
herewith,  (ii)  in  collecting the Revolving Loans,  (iii)  in  foreclosing  or
otherwise  collecting upon the Collateral or any part thereof and (iv) obtaining
any legal, accounting or other advice in connection with any of the foregoing.

          11.9.     Entire Agreement; Successors and Assigns.

          This  Credit  Agreement and the other Credit Documents constitute  the
entire  agreement among the Borrower, the Agent, the Syndication Agent  and  the
Lenders, supersedes any prior agreements among them, and shall bind and  benefit
the  Borrower  and  the  Lenders and their respective successors  and  permitted
assigns.

          11.10.    Amendments and Waivers.

          No  amendment or waiver of any provision of this Credit Agreement, any
part  of  Schedule B, or any other Credit Document shall be effective unless  in
writing  and  signed by the Majority Lenders (or by the Agent on their  behalf),
except that:

          (a)  the consent of all the Lenders is required to (i) increase the
     Total Commitments, the Commitment of any Lender or the advance rates set
     forth in Section 2.1, (ii) reduce the principal of, or interest on, the
     Revolving Notes, any Letter of Credit reimbursement obligations or any Fees
     hereunder (other than Fees that are exclusively for the account of the
     Agent or the Issuing Bank), (iii) postpone any date fixed for any payment
     in respect of principal of, or interest on, the Revolving Notes, any Letter
     of Credit reimbursement obligations or any Fees hereunder, (iv) change the
     percentage of the Commitments, or any minimum requirement necessary for the
     Lenders or the Majority Lenders to take any action hereunder, (v) amend or
     waive this Section 11.10(a), or change the definitions of Majority Lenders,
     (vi) amend the "Unused Availability" levels set forth in Section 8.1 or
     (vii) except as otherwise expressly provided in this Credit Agreement, and
     other than in connection with the financing, refinancing, sale or other
     disposition of any asset of the Borrower permitted under this Credit
     Agreement, release any Liens in favor of the Lenders on a substantial
     portion of the Collateral (which for purposes hereof shall mean Collateral
     having a book value of more than $5,000,000); and
     
        (b)  the consent of the Agent or the Issuing Bank, as the case may be,
     shall be required for any amendment, waiver or consent affecting the rights
     or duties of the Agent or the Issuing Bank under any Credit Document, in
     addition to the consent of the Lenders otherwise required by this section.

     Notwithstanding any of the foregoing to the contrary, the  consent  of
     the Borrower shall not be required for any amendment, modification  or
     waiver of the provisions of Article 10 (other than Section 10.9).  The
     Borrower and the Lenders hereby authorize the Agent to modify (i) this
     Credit Agreement by unilaterally amending or supplementing Annex I  to
     reflect  assignments of the Commitments and (ii) any of the Collateral
     Documents  by  unilaterally  amending  or  supplementing  any  of  the
     schedules thereto to reflect any addition to, or change in the  status
     of,  any  of  the collateral expressly permitted thereunder.   If  the
     Agent  seeks the consent of a Lender under this Section 11.10  or  any
     consent or approval of any Lender under any other provision hereof  or
     of  any  other Credit Document and such Lender does not respond within
     ten  (10) days, such failure to respond shall constitute such Lender's
     consent or approval.
     
          11.11.    Nonliability of Agent and Lenders.

          The  relationship between the Borrower and the Lenders, the Agent  and
the  Syndication Agent shall be solely that of borrower and lender.  None of the
Agent,   the   Syndication  Agent  or  any  Lender  shall  have  any   fiduciary
responsibilities to the Borrower.  None of the Agent, the Syndication  Agent  or
any Lender undertakes any responsibility to the Borrower to review or inform the
Borrower  of any matter in connection with any phase of the Borrower's  business
or operations.

          11.12.    Independent Nature of Lenders' Rights.

          The  amounts payable at any time hereunder to each Lender  under  such
Lender's Revolving Note or Notes shall be a separate and independent debt.

          11.13.    Counterparts.

          This  Credit  Agreement may be executed in any number of  counterparts
and by the different parties hereto in separate counterparts, each of which when
so  executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

          11.14.    Effectiveness.

          This Credit Agreement shall become effective on the date on which  all
of  the  parties  hereto shall have signed a copy hereof (whether  the  same  or
different copies) and shall have delivered the same to the Agent or, in the case
of  the  Lenders,  shall have given to the Agent written,  telecopied  or  telex
notice  (actually  received) at such office that the same has  been  signed  and
mailed to it.

          11.15.    Severability.

          In  case any provision in or obligation under this Credit Agreement or
the  Revolving Notes or the other Credit Documents shall be invalid, illegal  or
unenforceable in any jurisdiction, the validity, legality and enforceability  of
the  remaining provisions or obligations, or of such provision or obligation  in
any other jurisdiction, shall not in any way be affected or impaired thereby.

          11.16.    Headings Descriptive.

          The  headings of the several sections and subsections of  this  Credit
Agreement,  and  the  Table of Contents, are inserted for convenience  only  and
shall not in any way affect the meaning or construction of any provision of this
Credit Agreement.

          11.17.    Maximum Rate.

          Notwithstanding anything to the contrary contained elsewhere  in  this
Credit  Agreement or in any other Credit Document, the Borrower, the  Agent  and
the  Lenders  hereby  agree that all agreements among  them  under  this  Credit
Agreement  and  the  other Credit Documents, whether now existing  or  hereafter
arising  and  whether  written or oral, are expressly  limited  so  that  in  no
contingency or event whatsoever shall the amount paid, or agreed to be paid,  to
the  Agent  or  any Lender for the use, forbearance, or detention of  the  money
loaned to the Borrower and evidenced hereby or thereby or for the performance or
payment  of  any covenant or obligation contained herein or therein, exceed  the
Highest Lawful Rate.  If due to any circumstance whatsoever, fulfillment of  any
provisions of this Credit Agreement or any of the other Credit Documents at  the
time  performance of such provision shall be due shall exceed the Highest Lawful
Rate,  then, automatically, the obligation to be fulfilled shall be modified  or
reduced  to  the  extent necessary to limit such interest to the Highest  Lawful
Rate,  and if from any such circumstance and Lender should ever receive anything
of value deemed interest by applicable law which would exceed the Highest Lawful
Rate, such excessive interest shall be applied to the reduction of the principal
amount  then  outstanding hereunder or on account of any other then  outstanding
obligations  and  not to the payment of interest, or if such excessive  interest
exceeds  the principal unpaid balance then outstanding hereunder and such  other
then  outstanding  obligations, such excess shall be refunded to  the  Borrower.
All  sums  paid  or agreed to be paid to the Agent or any Lender  for  the  use,
forbearance,  or  detention  of the obligations and other  Indebtedness  of  the
Borrower to the Agent or any Lender shall, to the extent permitted by applicable
law,  be  amortized, prorated, allocated and spread throughout the full term  of
such  Indebtedness until payment in full so that the actual rate of interest  on
account  of  all  such  Indebtedness does not exceed  the  Highest  Lawful  Rate
throughout  the entire term of such Indebtedness.  The terms and  provisions  of
this  Section  shall control every other provision of this Credit Agreement  and
all agreements among the Borrower, the Agent and the Lenders.

          11.18.    JURY TRIAL.

          THE  BORROWER, THE AGENT, THE SYNDICATION AGENT, THE ISSUING BANK  AND
THE  LENDERS  EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN  ANY  ACTION  OR
PROCEEDING ARISING OUT OF THIS CREDIT   AGREEMENT,   THE   CREDIT  DOCUMENTS  OR
ANY   OTHER   AGREEMENTS   OR TRANSACTIONS RELATED HERETO OR THERETO.



                   [SIGNATURE PAGES FOLLOW]

          IN  WITNESS  WHEREOF,  the  parties hereto  have  caused  this  Credit
Agreement  to  be  executed and delivered by their proper  and  duly  authorized
officers as of the date set forth above.

                           BORROWER:
                           --------
                           
                           WICKES INC.,
                           a Delaware corporation
                           
                           By /s/ James Hopwood
                              --------------------------------------------
                           Its Vice President
                              --------------------------------------------

                           AGENT:
                           -----
                           
                           BANKBOSTON, N.A.,
                           as Agent
                           
                           By /s/ Mark J. Forti
                              --------------------------------------------
                           Its Vice President
                              --------------------------------------------

                           SYNDICATION AGENT:
                           -----------------
                           
                           BANCBOSTON ROBERTSON STEPHENS INC.,
                           as Syndication Agent and Arranger
                           
                           By
                             ---------------------------------------------
                           Its
                             ---------------------------------------------

                           DOCUMENTATION AGENT:
                           --------------------
                           
                           NATIONSBANK, N.A.,
                           as Documentation Agent
                           
                           By /s/ R. J. Walker
                              -------------------------------------------
                           Its Senior Vice President
                               ------------------------------------------

                           ISSUING BANK:
                           ------------
                           
                           BANKBOSTON, N.A.
                           
                           By /s/ Mark J. Forti
                              --------------------------------------------
                           Its Vice President
                               -------------------------------------------

                           LENDERS:
                           -------
                           
                           BANKBOSTON, N.A.
                           
                           By /s/ Mark J. Forti
                              --------------------------------------------
                           Its Vice President
                               -------------------------------------------

                           FOOTHILL CAPITAL CORPORATION
                           
                           By /s/ M. P. Saddelack
                             --------------------------------------------
                           Its Senior Vice President
                               ------------------------------------------

                           NATIONSBANK, N.A.
                           
                           By  /s/ R. J. Walker
                               ------------------------------------------
                           Its Senior Vice President
                               ------------------------------------------

                           LASALLE NATIONAL BANK
                           
                           By /s/ Christopher G. Clifford
                              ------------------------------------------
                           Its Senior Vice President
                               -----------------------------------------

                           THE CIT GROUP/BUSINESS CREDIT, INC.
                           
                           By /s/ Mitchell J. Tarvid
                              -------------------------------------------
                           Its Vice President
                               ------------------------------------------

                           FLEET CAPITAL CORPORATION
                           
                           By /s/ Art Pesavento
                              -------------------------------------------
                           Its Vice President
                               ------------------------------------------

                           CONGRESS FINANCIAL CORPORATION
                           (CENTRAL)
                           
                           By /s/ Richard A. Dickard
                             --------------------------------------------
                           Its Senior Vice President
                               ------------------------------------------

                           AMERICAN NATIONAL BANK AND TRUST
                           COMPANY OF CHICAGO
                           
                           By /s/ Donna H. Evans
                              ------------------------------------------
                           Its Vice President
                               -----------------------------------------

                                     ANNEX I
                         LENDERS AND COMMITMENT AMOUNTS
                                        
                                        
    Name and Address of Lender                Commitment
    --------------------------                ----------
                                                   
                                     
BANKBOSTON, N.A.                             $30,000,000
                                     
Domestic Lending Office:               
100 Federal Street                   
Boston, Massachusetts  02110

Eurodollar Lending Office:             
100 Federal Street                   
Boston, Massachusetts  02110

Address for Notices:                   
BankBoston, N.A.                     
Asset Based Finance
100 Federal Street
Mail Stop MA BOS 01-09-08
Boston, Massachusetts  02110
Attention:  Mark J. Forti
Facsimile:  (617) 434-2309

                                        
                                     
FOOTHILL CAPITAL CORPORATION                 $25,000,000
                                     
Domestic Lending Office:               
11111 Santa Monica Boulevard         
Suite 1500
Los Angeles, California  90025

Eurodollar Lending Office:             
11111 Santa Monica Boulevard         
Suite 1500
Los Angeles, California  90025

Address for Notices:                   
Foothill Capital Corporation         
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California  90025
Attention:  Michael Baronowski
Facsimile:  (310) 479-8952

                                        
                                     
NATIONSBANK, N.A.                            $25,000,000
                                     
Domestic Lending Office:               
600 Peachtree Street                 
13th Floor
Atlanta, Georgia  30308

Eurodollar Lending Office:             
600 Peachtree Street                 
13th Floor
Atlanta, Georgia  30308

Address for Notices:                   
NationsBank, N.A.                    
600 Peachtree Street
13th Floor
Atlanta, Georgia  30308
Attention:  Robert J. Walker
Facsimile:  (404) 607-6281

                                        
                                     
LASALLE NATIONAL BANK                        $17,500,000
                                     
Domestic Lending Office:               
135 South LaSalle Street             
Chicago, Illinois  60603

Eurodollar Lending Office:             
135 South LaSalle Street             
Chicago, Illinois  60603

Address for Notices:                   
LaSalle National Bank                
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Christopher G. Clifford
Facsimile:  (312) 904-6450

                                        
                                     
THE CIT GROUP/BUSINESS CREDIT, INC.          $17,500,000
                                     
Domestic Lending Office:               
10 South LaSalle Street              
22nd Floor
Chicago, Illinois  60603

Eurodollar Lending Office:             
10 South LaSalle Street              
22nd Floor
Chicago, Illinois  60603

Address for Notices:                   
The CIT Group/Business Credit, Inc.  
10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603
Attention:  Martha Gay
Facsimile:  (312) 443-0139

                                        
                                     
FLEET CAPITAL CORPORATION                    $15,000,000
                                     
Domestic Lending Office:               
____________________________         
____________________________

Eurodollar Lending Office:             
____________________________         
____________________________

Address for Notices:                   
Fleet Capital Corporation            
____________________________
____________________________
Attention:  ___________________
Facsimile:  (___) ___-____

                                        
                                     
CONGRESS FINANCIAL CORPORATION               $15,000,000
(CENTRAL)                            

Domestic Lending Office:               
150 South Wacker Drive               
Suite 2200
Chicago, Illinois  60603

Eurodollar Lending Office:             
150 South Wacker Drive               
Suite 2200
Chicago, Illinois  60603

Address for Notices:                   
Congress Financial Corporation       
(Central)
150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603
Attention:  Brett Mook
Facsimile:  (312) 332-0424

                                        
                                     
AMERICAN NATIONAL BANK AND TRUST             $15,000,000
COMPANY OF CHICAGO                   

Domestic Lending Office:               
120 South LaSalle Street             
Chicago, Illinois  60603

Eurodollar Lending Office:             
120 South LaSalle Street             
Chicago, Illinois  60603

Address for Notices:                   
American National Bank and Trust     
   Company of Chicago
120 South LaSalle Street
Chicago, Illinois  60603
Attention:  Donna Evans
Facsimile:  (312) 661-6929

            Total Commitments:           $160,000,000.00