---------------------------------------

                      THIRD AMENDED AND RESTATED LONG TERM
                           REVOLVING CREDIT AGREEMENT

                                  US$45,000,000

                     ---------------------------------------

                            Dated as of June 4, 1999

                     ---------------------------------------

                                  by and among

                          AG-CHEM EQUIPMENT CO., INC.,

              CERTAIN SUBSIDIARIES OF AG-CHEM EQUIPMENT CO., INC.,
                      as Multicurrency Subsidiary Borrowers

           THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders

                                       AND

                  THE FIRST NATIONAL BANK OF CHICAGO, as Agent


<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
Introduction......................................................................1

ARTICLE I.........................................................................1
         1.1        Certain Definitions...........................................1
         1.2        Certain Rules of Construction................................15
         1.3        Acknowledgment and Restatement of Credit.....................15

ARTICLE II.......................................................................16
         2.1        Commitments of the Lenders...................................16
         2.2        Requesting Advances..........................................19
         2.3        Funding Advances.............................................21
         2.4        Letters of Credit............................................23
         2.5        Termination or Reduction of Commitment.......................26
         2.6        Interest and Principal Repayment.............................26
         2.7        Payments by Company and Multicurrency Subsidiary Borrowers...28
         2.8        Remittance by Advancing Agent................................29
         2.9        Set-Off; etc.................................................30
         2.10       Additional Costs; Illegality and Impossibility...............31
         2.11       Withholding Tax Exemption....................................33
         2.12       Judgment Currency............................................34
         2.13       Canadian Interest Antidotes..................................34

ARTICLE III......................................................................35
         3.1        Conditions for Initial Advances..............................35
         3.2        Further Conditions for Advances..............................36

ARTICLE IV.......................................................................37
         4.1        Corporate Existence and Power................................37
         4.2        Corporate Authority..........................................37
         4.3        Binding Effect...............................................37
         4.4        Subsidiaries.................................................37
         4.5        Litigation...................................................38
         4.6        Financial Condition..........................................38
         4.7        Use of Advances..............................................38
         4.8        Consents, Etc................................................38
         4.9        Taxes........................................................38
         4.10       Title to Properties..........................................39
         4.11       Compliance with Governmental Regulations.....................39


<PAGE>

         4.12       ERISA........................................................39
         4.13       Environmental and Safety Matters.............................39
         4.14       Investment Company Act; Unregistered Securities..............40
         4.15       Public Utility Holding Company...............................40
         4.16       Disclosure...................................................41
         4.17.      Year 2000 Issues.............................................41

ARTICLE V........................................................................41
         5.1        Affirmative Covenants........................................41
         5.2        Negative Covenants...........................................45

ARTICLE VI.......................................................................49
         6.1        Events of Default............................................49
         6.2        Remedies.....................................................52

ARTICLE VII......................................................................53
         7.1        Appointment, Powers and Immunities...........................53
         7.2        Reliance by Agent............................................54
         7.3        Rights as a Lender...........................................54
         7.4        Indemnification..............................................54
         7.5        Non-Reliance on Agent and Other Lenders......................54
         7.6        Duties of Agent..............................................55
         7.7        Successor Agent..............................................56
         7.8        Nature of Advances...........................................56
         7.9        Default Interest.............................................56
         7.10       Limited Purpose of Certain Provisions........................56

ARTICLE VIII.....................................................................57
         8.1        Waivers, Amendments, etc.....................................57
         8.2        Notices......................................................58
         8.3        No Waiver by Conduct; Remedies Cumulative....................58
         8.4        Reliance on and Survival of Various Provisions...............59
         8.5        Expenses; Indemnification....................................59
         8.6        Successors and Assigns.......................................59
         8.7        Disclosure of Information....................................60
         8.8        Counterparts.................................................60
         8.9        Governing Law................................................61
         8.10       Table of Contents and Headings...............................61
         8.11       Construction of Certain Provisions...........................61
         8.12       Integration and Severability.................................61
         8.13       Independence of Covenants....................................61
         8.14       Interest Rate Limitations....................................62
         8.15       Limitation of Liability......................................63
         8.16       Interpretation...............................................63
         8.17       Jurisdiction and Venue.......................................63
         8.18       Waiver of Jury Trial.........................................63
         8.19       Parent Guaranty..............................................64

</TABLE>


<PAGE>



EXHIBITS

Exhibit 2.1(c)      --    Swing Line Note
Exhibit 2.1(d)      --    Note
Exhibit 2.2         --    Advance Request
Exhibit 3.1(e)      --    Reaffirmation of Guaranty
Exhibit 3.1(f)      --    Legal Opinion

SCHEDULES
Schedule A          --    Pricing and Fee Schedule

Schedule 4.4        --    Subsidiaries
Schedule 4.5        --    Litigation
Schedule 4.6        --    Financial Statements
Schedule 4.13       --    Environmental Disclosure
Schedule 5.2(d)      --   Permitted Indebtedness
Schedule 5.2(e)     --    Permitted Liens



                                       v
<PAGE>



                      THIRD AMENDED AND RESTATED LONG TERM
                           REVOLVING CREDIT AGREEMENT

         This Third Amended and Restated Long Term Revolving Credit Agreement,
dated as of June 4, 1999, is entered into by and among Ag-Chem Equipment Co.,
Inc., a Minnesota corporation (the "Company"), Ag-Chem Europe, B.V., a
Netherlands private limited liability company and Ag-Chem Equipment Canada Ltd.,
a Minnesota corporation (each individually, a "Multicurrency Subsidiary
Borrower" and collectively, the "Multicurrency Subsidiary Borrowers"), the
institutions from time to time party hereto as lenders (the "Lenders"), and The
First National Bank of Chicago, as contractual representative for the Lenders
(in such capacity, the "Agent").


                                  INTRODUCTION

         A. The Company has obtained various revolving loans from The First
National Bank of Chicago ("First Chicago"), NBD Bank ("NBD"), First Chicago NBD
Bank, Canada ("FNBC Canada"), Harris Trust and Savings Bank ("Harris") and
"Rabobank" (as defined below) pursuant to a Long Term Second Amended and
Restated Revolving Credit Agreement, as amended, among the Company, NBD, Harris,
Rabobank, First Chicago, and FNBC Canada (the "Existing Loan Agreement").

         B. The existing obligations of the Company are evidenced by certain
revolving notes in favor of First Chicago, FNBC Canada, Rabobank, and Harris
(collectively, the "Existing Notes").

         C. The Company has requested that the Existing Loan Agreement be
amended in certain respects, including, without limitation, the addition of
certain of its subsidiaries as borrowers thereunder.

         D. The Company, the Agent and the Lenders desire to amend and restate
the Existing Loan Agreement in its entirety on the terms and conditions set
forth in this Agreement.

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

         "Adjusted Dutch LIBOR Rate" means, for any Loan Period and the
applicable Dutch Guilder Advance, the per annum rate of interest equal to the
sum of (a) the then Applicable Margin, plus (b) the per annum rate (rounded up,
if necessary, to the nearest one-sixteenth of one percent (1/16%)) determined by
dividing (i) the Dutch LIBOR Rate for such Dutch Guilder Advance and related
Loan Period, by (ii) an amount equal to one minus the Reserve Requirement
applicable to such Loan Period.



<PAGE>


         "Adjusted euro Rate" means, for any Loan Period and the applicable euro
Advance, the per annum rate of interest equal to the sum of (a) the then
Applicable Margin, plus (b) the per annum rate (rounded up, if necessary, to the
nearest one-sixteenth of one percent (1/16%)) determined by dividing (i) the
euro LIBOR Rate for such euro Advance and related Loan Period, by (ii) an amount
equal to one minus the Reserve Requirement applicable to such Loan Period.

         "Adjusted LIBOR Rate" means, for any Loan Period and the applicable
LIBOR Rate Advance, the per annum rate of interest equal to the sum of (a) the
then Applicable Margin, plus (b) the per annum rate (rounded up, if necessary,
to the nearest one-sixteenth of one percent (1/16%)) determined by dividing (i)
the LIBOR Rate for such LIBOR Rate Advance and related Loan Period, by (ii) an
amount equal to one minus the Reserve Requirement applicable to such Loan
Period.

         "Advance(s)" means individually or collectively, as appropriate,
National Currency Advances, Floating Rate Advances, and LIBOR Rate Advances.

         "Advancing Agent" means, as appropriate, the Agent with respect to the
Floating Rate Advances and LIBOR Rate Advances, the Canadian Lender with respect
to Canadian Prime Rate Advances and Cost of Funds Advances, and the London Agent
with respect to the Dutch Guilder Advances and euro Advances.

         "Affiliate", when used with respect to any person, means any other
person which, directly or indirectly, controls or is controlled by or is under
common control with such person and includes (a) any person which beneficially
owns or holds 5% or more of any class of voting securities of such person or 5%
or more of the equity interest in such person, (b) any person of which such
person beneficially owns or holds 5% or more of any class of voting securities
or in which such person beneficially owns or holds 5% or more of the equity
interests and (c) any director, officer or employee of such person. For purposes
of this definition "control" (including the correlative meanings of the terms
"controlled by" and "under common control with"), with respect to any person,
means possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, whether through the
ownership of voting securities or by contract or otherwise.

         "Agent" means First Chicago in its capacity as agent hereunder or any
successor agent appointed pursuant to the terms hereof.

         "Agreement" means this Third Amended and Restated Long Term Revolving
Credit Agreement, as supplemented, modified, amended, renewed or extended from
time to time.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Facility Fees are accruing on the aggregate Commitments at such time as
set forth in the Pricing and Fee Schedule.

         "Applicable Margin" means, from time to time, with respect to National
Currency Advances and LIBOR Rate Advances, the National Currency Margin and
LIBOR Rate Margin, and with respect to Floating Rate Advances, the Floating Rate
Margin, each as in effect at such time.


<PAGE>


         "Applicable Rate" means, for any Loan Period and the relevant Advance,
the rate of interest applicable thereto.

         "Business Day" means a day other than (a)with respect to all Advances,
other than euro Advances, and Swing Line Loans, a Saturday, Sunday or other day
on which the banks in Chicago or New York generally are not open to the public
for carrying on substantially all of their banking functions, (b) (ii) with
respect to euro Advances, a day (other than a Saturday or Sunday) on which a
suitable clearing system for the euro is open for business, as determined by the
Agent, and banks are open in London for substantially all of their banking
functions, (c)with respect to Canadian Advances only, a Saturday, Sunday or
other day on which the banks in Toronto are generally not open to the public for
carrying on substantially all of their banking functions, and (d)with respect to
LIBOR Rate Advances and Dutch Guilder Advances only, a Saturday, Sunday or other
day on which the banks in London or in the Netherlands generally are not open to
the public for carrying on substantially all of their banking functions, or a
day on which the London interbank market is not transacting business generally.

         "Canadian Advance(s)" means an advance under Section 2.1(b) which is
made in CDN Dollars and may be either a Canadian Prime Rate Advance or a Cost of
Funds Advance.

         "Canadian Lender" means FNBC Canada or any successor appointed pursuant
to the terms hereof.

         "Canadian Prime Rate" means the per annum rate equal to the prime rate
of interest announced by the Canadian Lender for advances in Canadian Dollars,
as in effect from time to time, which rate may not be the lowest rate charged by
such institution to any of its customers, which Canadian Prime Rate shall change
simultaneously with any change in such announced prime rate.

         "Canadian Prime Rate Advance" means an advance under Section 2.1 which
is made in Canadian Dollars and bears interest at the Canadian Prime Rate.

         "Capital Expenditures" means, for any period, the additions to
property, plant and equipment and other capital expenditures of the Company and
its Subsidiaries for such period, as the same are or should be set forth on the
consolidated financial statements of the Company and its Subsidiaries in
accordance with GAAP.

         "Capital Lease" of any person means any lease which, in accordance with
GAAP, is or should be capitalized on the books of such person.

         "Cash Equivalents" means, as to any person, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than 12
months from the date of acquisition, (b) time deposits and certificates of
deposit of any commercial bank with a long-term unsecured debt rating of at
least A or its equivalent from Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., or at least A-2 or its




<PAGE>

equivalent from Moody's Investors Service, Inc. with maturities of not more than
six months from the date of acquisition by such person, (c) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above, (d) commercial paper issued by any
person incorporated in the United States, which commercial paper is rated at
least A-1 or the equivalent thereof by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or at least P-1 or the equivalent
thereof by Moody's Investors Service, Inc. or at least F-1 or the equivalent
thereof by Fitch Investor Services, Inc. and in each case maturing not more than
270 days after the date of issuance by such person, and (e) investments in money
market funds substantially all the assets of which are comprised of securities
of the types described in clauses (a) through (d) above.

         "CDN Dollars" and "CDN$" means the lawful money of Canada.

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

         "Commitment" means the commitment of a Lender to make Advances pursuant
to Section 2.1(a), or (b), as applicable, in the maximum principal amount set
forth opposite the Lender's name on the signature pages hereof as its Tranche A
Commitment or Tranche B Commitment, as such amount may be reduced from time to
time pursuant to Section 2.5.

         "Corporate Base Rate" means the corporate base rate of interest
announced by First Chicago from time to time, changing when and as said
corporate base rate changes.

         "Cost of Funds Rate " means with respect to a Cost of Funds Advance of
a specified Loan Period, the rate of interest per annum equal to the sum of
(a)the then Applicable Margin, plus (b)the annual rate of interest quoted on the
Business Day prior to the first day of such Loan Period by the Canadian Lender
as being its rate of interest for cost of funds loans in CDN Dollars for a face
amount similar to the amount of the applicable Cost of Funds Advance and for a
term equivalent to the applicable Loan Period.

         "Cost of Funds Advance" means an advance under Section 2.1 which is
made in CDN Dollars and bears interest at the Cost of Funds Rate.

         "Contingent Liabilities" of any person means, as of any date, all
obligations of such person or of others for which such person is contingently
liable, as obligor, guarantor, surety or in any other capacity, or in respect of
which obligations such person assures a creditor against loss or agrees to take
any action to prevent any such loss (other than endorsements of negotiable
instruments for collection in the ordinary course of business), including all
reimbursement obligations of such person in respect of any letters of credit,
surety bonds or similar obligations and all obligations of such person to
advance funds to, or to purchase assets, property or services from, any other
person in order to maintain the financial condition of such other person.

         "Default" means any of the events or conditions described in Section
6.1 which would,


<PAGE>

unless cured, become an Event of Default with notice or lapse of time or both.

         "Default Rate" means, on any date of calculation, a rate per annum that
is equal to the sum of the Floating Rate plus two percent (2%) per annum.

         "Dollar Amount" of any currency at any date means the equivalent of
such amount in Dollars, calculated on the basis of the London Agent's spot
buying rate (based on the London interbank market rate then prevailing) for such
other currency against Dollars as of approximately 10:00 a.m. (London time) on
the date on which such amount is to be determined.

         "Dollars", "US$" and "$" means the lawful money of the United States of
America.

         "Dutch Guilders" means the lawful money of the Kingdom of the
Netherlands.

         "Dutch Guilder Advance(s)" means an advance under Section 2.1(a) which
is made in Dutch Guilders and bears interest at the Adjusted Dutch LIBOR Rate;
provided, however, that any such advance and its Applicable Rate is subject to
the provisions of the second paragraph of Section 2.1(a).

         "Dutch LIBOR Rate" means, for any Dutch Guilder Advance and the related
Loan Period, the per annum rate of interest at which deposits in Dutch Guilders
for such Loan Period and in an aggregate amount comparable to the principal
amount of such Dutch Guilder Advance are offered to the London Agent by other
prime banks in the London interbank market, at approximately 11:00 a.m., London
time, on the day that is two Business Days prior to the first day of such Loan
Period, as determined by the London Agent.

         "EBITDA" means, for any period, Net Income plus the sum of all amounts
recorded and deducted in computing Net Income for such period in respect of
Interest Expense, taxes, depreciation charges and expenses and amortization
charges and expenses (whether paid or accrued, or a cash or non-cash expense),
as determined in accordance with GAAP.

         "Effective Date" means the date on which the Lenders purchase a portion
of the Existing Indebtedness pursuant to Section 1.3 below.

         "Environmental Laws" means any and all Governmental Regulations
concerning the protection of, or regulating the discharge of substances into,
the environment, including the Governmental Regulations specified in the
definition of Hazardous Materials.

         "Equivalent Amount" means, on any date, the amount of CDN Dollars, euro
or Dutch Guilders, as applicable, converted from Dollars at the London Agent's
spot buying rate (based on the London interbank market rate then prevailing) for
Dollars against such other currency as of approximately 10:00 a.m. (London time)
on the date on which such amount is to be determined.

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


<PAGE>

         "ERISA Affiliate" means, with respect to any person, any trade or
business (whether or not incorporated) which, together with such person or any
Subsidiary of such person, would be treated as a single employer under Section
414 of the Code.

         "euro LIBOR Rate" means, with respect to any euro Advance for the
relevant Loan Period, the rate per annum quoted on or about 11:00 a.m. (London
time) on the date which is two Business Days prior to the first day of such Loan
Period on that page of the Bloomberg's or Reuters' Screen which displays British
Bankers Association Interest Settlement Rates for deposits in euro for such Loan
Period or, if such page or service shall cease to be available, such other page
or such other service (as the case may be) for the purpose of displaying British
Bankers Association Interest Settlement Rates for euro as the London Agent, in
its discretion, shall select; provided, that if no such rate is displayed for
euro and the relevant Loan Period and there is no euro alternative service on
which two or more such quotations for euro are displayed, "euro LIBOR Rate" will
be the rate at which deposits in euro of that amount are offered by the London
Agent for that Loan Period to prime banks in the London interbank market on or
about 11:00 a.m. (London time) on the date which is two Business Days prior to
the first day of such Loan Period.

         "euro" means the euro referred to in the Council Regulation (EC) No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of the Economic and Monetary Union.

         "euro Rate" means, with respect to a euro Rate Advance for the relevant
Loan Period, the euro LIBOR Rate.

         "euro Advance" means an advance under Section 2.1 which is made in euro
and bears interest at the Adjusted euro Rate.

         "Event of Default" means any of the events or conditions described in
Section 6.1.

         "Existing Guaranties" means the Guaranties (Long Term) dated January
12, 1996, from Lor*Al Products, Inc., Ag-Chem Equipment Canada, Ltd., and
Ag-Chem Manufacturing Co., Inc., formerly known as Soil Teq, Inc. and the
Guaranty (Long Term) dated January 1, 1997, from Ag-Chem Sales Co., Inc., all
for the benefit of NCB, Harris and NBD.

         "Existing Loan Documents" means the Existing Loan Agreement (as defined
in the Introduction), Existing Notes (as defined in the Introduction), and the
Existing Guaranties.

         "Existing Indebtedness" means all obligations of the Company to NBD,
First Chicago, Rabobank, FNBC Canada, and Harris under the Existing Loan
Documents, including, but not limited to, payments of principal, interest and
fees.

         "Facility Fee" is defined in Section 2.1(e).


<PAGE>

         "Federal Funds Rate" means, for any day, an interest rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent.

         "FDIC" means the Federal Deposit Insurance Corporation and any entity
succeeding to its functions.

         "First Chicago" means The First National Bank of Chicago and its
successors and assigns.

         "Fixed Rate Advance" means a LIBOR Rate Advance, a Cost of Funds
Advance, a euro Advance or a Dutch Guilder Advance.

         "Floating Rate" means, for any day, the Applicable Margin plus a
fluctuating rate of interest per annum equal to the higher of (i) the Corporate
Base Rate for such day or (ii) the sum of (a) the Federal Funds Rate for such
day and (b) one-half of one percent (0.5%) per annum.

         "Floating Rate Advance" means an advance under Section 2.1 which is
made in Dollars and bears interest at the Floating Rate.

         "Floating Rate Margin" means, from time to time, the per annum
percentage set forth on the Pricing and Fee Schedule applicable to Floating Rate
Advances based on the ratio of Funded Debt to EBITDA as determined on a rolling
four quarter basis at the end of the applicable fiscal quarter. Such ratio shall
be determined as of the end of each fiscal quarter based upon the financial
statements to be delivered by the Company pursuant to Section 5.1(d)(ii). The
determination of the Floating Rate Margin as of the end of each such fiscal
quarter shall be set forth on a certificate prepared by the Company and
delivered with the financial statements to be delivered with respect to such
quarter pursuant to Section 5.1(d)(ii). Any increase or decrease in the Floating
Rate Margin shall become effective beginning after the fifth Business Day
following the date on which the Company delivers to the Agent its financial
statements in accordance with Section 5.1(d)(ii), together with a certificate
showing that a change in the Floating Rate Margin is required; provided,
however, if the financial statements required by Section 5.1(d)(ii) for the
applicable quarters, together with the foregoing certificate, are not delivered
within the required time period, then, until five days after such delivery, the
"Floating Rate Margin" shall be deemed to be 1.25%.

         "Funded Debt" means, at any date, all Indebtedness of the Company and
its consolidated Subsidiaries which bears interest (including Capital Leases),
other than Subordinated Debt.

         "Funding Date" means any Business Day designated by the Company or a
Multicurrency Subsidiary Borrower, as applicable, as a day on which (a) a new
Advance or Swing Ling Loan is to


<PAGE>

be made or a Letter of Credit is to be issued, (b) a Floating Rate Advance is to
be converted to a Fixed Rate Advance, or (c) a Loan Period or Letter of Credit
is to be renewed or extended, each in accordance with the terms and conditions
of this Agreement.

         "GAAP" means generally accepted accounting principles in the United
States applied on a consistent basis, and with respect the covenants in Section
5.2 (a), (b) and (c), consistent with those principles in effect at the date of
the financial statements listed in Schedule 4.6.

         "Governmental Authority" means any federal, state, local, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, and any and all Governmental Regulations
(including decrees, rules and orders) of any governmental bodies and offices
having power to regulate or supervise the business activities of any of the
Company, a Loan Party, the Agent or any Lender.

         "Governmental Regulations" means any and all laws, statutes,
ordinances, rules, regulations, treaties, judgments, writs, injunctions,
decrees, orders, awards and standards, or any similar requirement, of the
government of the United States or of any foreign government or any state,
province, municipality or other political subdivision thereof or therein or any
court, agency, instrumentality, regulatory authority or commission of any of the
foregoing.

         "Guaranties" means the Guaranties given by the Guarantors to the Agent
and the Lenders guarantying the Obligations, together with any reaffirmations,
amendments or restatements thereof.

         "Guarantor(s)" means Ag-Chem Sales Co., Inc., a Minnesota corporation,
Lor*Al Products, Inc., a Minnesota corporation, Ag-Chem Equipment Canada, Ltd.,
a Minnesota corporation, Ag-Chem Manufacturing Co., Inc., formerly known as Soil
Teq, Inc., a Minnesota corporation, and any other person or entity that may
guarantee the Obligations from time to time.

         "Hazardous Materials" means asbestos-containing materials, mono- or
polychlorinated biphenyl urea formaldehyde products, radon, radioactive
materials and any "hazardous substance," "hazardous waste," "pollutant," "toxic
pollutant," "oil or contaminant" as used in, or defined pursuant to, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 USC '9601 et seq., and 40 CFR '302.1 et seq.; the Federal Clean Air
Act, as amended, 42 USC '7401 et seq., and regulations thereunder; the Resource
Conservation and Recovery Act, 42 USC '6901 et seq., as amended, and regulations
thereunder; the Federal Water Pollution Control Act, 33 USC '1251 et seq., as
amended, and regulations thereunder; 40 CFR '116.1 et seq.; and any other
substance, waste, pollutant, contaminant or material, including petroleum
products and derivatives, the use, transport, disposal, storage, treatment,
recycling, handling, discharge, release, threatened release or emission of which
is regulated or governed by any Environmental Laws.

         "Indebtedness" of any person means (a) all obligations of such person
for borrowed money, (b) all obligations of such person as lessee under any
Capital Lease, (c) all obligations which are secured by any Lien existing on any
asset or property of such person whether or not the obligation secured thereby
shall have been assumed by such person, (d) the unpaid purchase price for goods,

<PAGE>

property or services acquired by such person, except for accounts payable for
goods, property or services arising in the ordinary course of business that are
not more than sixty (60) days past due, (e) all obligations of such person to
purchase goods, property or services where payment therefor is required
regardless of whether delivery of such goods or property or the performance of
such services is ever made or tendered (generally referred to as "take or pay
contracts"), (f) all liabilities of such person in respect of unfunded benefit
liabilities (determined in accordance with Section 4001(a)(18) of ERISA) under
any Plan of such person or of any ERISA Affiliate and any unfunded current
liabilities with respect to any employee benefit pension plans maintained by
such person outside the United States, (g) all obligations of such person in
respect of any interest rate or currency swap, rate cap or other similar
transaction (valued in any amount equal to the highest termination payment, if
any, that would be payable by such person upon termination for any reason on the
date of determination), and (h) all Contingent Liabilities of such person.

         "Interest Coverage Ratio" means the ratio of (a)the net income of the
Company and its consolidated Subsidiaries, before interest expense and taxes,
determined in accordance with GAAP, to (b)Interest Expense for the Company and
its Subsidiaries, on a consolidated basis, to be calculated as of the end of
each fiscal quarter of the Company for the four consecutive fiscal quarters then
ending.

         "Interest Expense" means, for a person for the applicable fiscal
period, such person's interest expense (including capitalized interest accrued
during such period) for such period computed in accordance with GAAP including,
without limitation, the portion of any obligation under a Capital Lease
allocable to interest expense in accordance with GAAP.

         "Interest Payment Date" means the fifth (5th) Business Day of each
calendar month.

         "Investment" of any person in another person means any advance, loan,
extension of credit or capital contribution to, or any investment in the capital
stock or other equity interest, or Indebtedness of, such other person or any
Contingent Liability incurred for the benefit of such other person.

         "Lender(s)" means the US Lenders and the Canadian Lender.

         "Letter(s) of Credit" means, individually or collectively, as the case
may be, each letter of credit issued by the Agent pursuant to Section 2.4 hereof
for the account of a Loan Party.

         "Letter of Credit Obligations" means, at any date of determination, the
aggregate amount available to be drawn on the outstanding Letters of Credit on
such date (assuming compliance by the beneficiary with the terms of each such
Letter of Credit) and any unreimbursed amounts with respect to Letters of Credit
which have been drawn on and have not been turned into an Advance.

         "L/C Documents" has the meaning given in Section 2.4(b)(i).

         "LIBOR Rate" means, with respect to a LIBOR Rate Advance for the
relevant Loan Period, the rate determined by the Agent to be the rate at which
First Chicago offers to place deposits in U.S.


<PAGE>

dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such Loan
Period, in the approximate amount of First Chicago's relevant LIBOR Rate Loan
and having a maturity equal to such Loan Period.

         "LIBOR Rate Advance" means an advance under Section 2.1 which is made
in Dollars and bears interest at the Adjusted LIBOR Rate.

         "Lien" means any pledge, assignment, hypothecation, mortgage, security
interest, deposit arrangement, option, conditional sale or title retaining
contract, sale and leaseback transaction, finance statement filing (other than
with regard to operating leases), lessor's or lessee's interest under any lease
(other than the lessee's interest under any operating lease), subordination of
any claim or right, or any other type of lien, charge, encumbrance or other
claim or right.

         "Loan Documents" means this Agreement, the Notes, the Swing Line Note,
the Guaranties, the Short Term Credit Agreement, any L\C Documents and all other
agreements, documents or instruments now or hereafter executed by or on behalf
of the Company, any of its Subsidiaries, including the Multicurrency Subsidiary
Borrowers, or any Guarantor and delivered to the Agent or the Lenders in
connection with this Agreement or the Short Term Credit Agreement.

         "Loan Party" means the Compay, the Multicurrency Subsidiary Borrowers
and each Guarantor.

         "Loan Period" means, (i)with respect to each Floating Rate Advance and
Canadian Prime Rate Advance, the period commencing on the Funding Date for such
Advance and ending on the earlier to occur of (A)the date of repayment by the
Company of either such Advance or the date of repayment by a Multicurrency
Subsidiary Borrower with respect to any Canadian Prime Rate Advance, and (B)the
Termination Date, (ii)with respect to each Cost of Funds Advance, the period
commencing on the Funding Date for such Advance and ending 30, 60, 90 or 180
days thereafter, as specified by the Company or any Multicurrency Subsidiary
Borrower, as applicable, the related notice under Section 2.2, and (iii)with
respect to each LIBOR Rate Advance, euro Advance and Dutch Guilder Advance, the
period commencing on the Funding Date for such Advance and ending one month, two
months, three months or six months thereafter, as specified by the Company with
respect to any such Advance, or any Multicurrency Subsidiary Borrower with
respect to Dutch Guilder Advances or euro Advances, in the related notice under
Section 2.2; provided, however, that with respect to LIBOR Rate Advances, euro
Advances and Dutch Guilder Advances:

         (a) any Loan Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Loan Period
shall end on the next preceding Business Day;

         (b) any Loan Period which begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Loan Period) shall, subject to clause (c)
below, end on the last Business Day of a calendar month; and


<PAGE>

         (c) any Loan Period which would otherwise end after the Termination
Date will end on the Termination Date.

         "London Agent" means First Chicago or any successor agent appointed
pursuant to the terms hereof.

         "Material Adverse Event" means any event, occurrence or state of facts
which has or could reasonably be expected to have a material adverse effect on
the business, properties, assets, operations, condition (financial or otherwise)
of the Company, or any of its Subsidiaries, including the Multicurrency
Subsidiary Borrowers.

         "Multicurrency Subsidiary Borrowers" means each of Ag-Chem Europe,
B.V., a Netherlands private limited liability company and Ag-Chem Equipment
Canada, Ltd., a Minnesota corporation.

         "Multiemployer Plan" means any "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

         "National Currency Advances" means any Dutch Guilder Advances, euro
Advances or Canadian Advances, as applicable.

         "National Currency Margin and LIBOR Rate Margin" means, from time to
time, the per annum percentage set forth on the Price and Fee Schedule
applicable to National Currency Advances and LIBOR Rate Advances based on the
ratio of Funded Debt to EBITDA as determined on a rolling four quarter basis at
the end of the applicable fiscal quarter. Such ratio shall be determined as of
the end of each fiscal quarter based upon the financial statements to be
delivered by the Company pursuant to Section 5.1(d)(ii). The determination of
the National Currency Margin and LIBOR Rate Margin as of the end of each such
fiscal quarter shall be set forth on a certificate prepared by the Company and
delivered with the financial statements to be delivered with respect to such
quarter pursuant to Section 5.1(d)(ii). Any increase or decrease in the National
Currency Margin and LIBOR Rate Margin shall become effective beginning after the
fifth Business Day following the date on which the Company delivers to the Agent
its financial statements in accordance with Section 5.1(d)(ii), together with a
certificate showing that a change in the National Currency Margin and LIBOR Rate
Margin is required; provided, however, if the financial statements required by
Section 5.1(d)(ii) for the applicable quarters, together with the foregoing
certificate, are not delivered within the required time period, then, until such
delivery the "National Currency Margin and LIBOR Rate Margin" shall be deemed to
be 2.50%.

         "Net Income" means, for any period, the net income of the Company and
its consolidated Subsidiaries after taxes, determined in accordance with GAAP.

         "New Holland Venture" means the joint venture between the Company and
New Holland North America, Inc.

         "Notes" means the promissory note(s) of the Company and the
Multicurrency Subsidiary Borrowers as described in Section 2.1(d), evidencing
the Advances, in the form of Exhibit 2.1 (d), executed and delivered by the
Company and each of the Multicurrency Subsidiary Borrowers,


<PAGE>

respectively, to each Lender, together with any promissory note or notes issued
in exchange or replacement therefore.

         "Obligations" means the principal of and interest on the Advances, the
Swing Line Loans, the Letter of Credit Obligations and all other indebtedness,
obligations and liabilities of the Company and the Multicurrency Subsidiary
Borrowers to any Lender or affiliate thereof (including, without limitation, any
interest rate or exchange rate hedging arrangements, indemnities, fees and
expenses), whether now existing or hereafter incurred, direct or indirect,
absolute or contingent, matured or unmatured, joint or several, whether for
principal, interest, reimbursement obligations, fees, expenses or otherwise, and
the due performance and compliance by the Company or any of its Subsidiaries,
including the Multicurrency Subsidiary Borrowers, with the terms and conditions
of this Agreement and the other Loan Documents.

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

         "Percentage" means each Lender's pro rata share of the Tranche A
Commitment of the Lenders expressed as a percentage as set forth on the
signature pages of this Agreement, as such Percentage may from time to time be
amended, provided, that, collectively, First Chicago's and the London Agent's
pro rata share collectively will be deemed to be 41.1764706% and any fees or
costs payable to them or payable by them hereunder based on their Percentage
will be paid to or by First Chicago.

         "Permits" means any and all licenses, permits, orders, decrees or
approvals which are required under Governmental Regulations in connection with
any of the businesses or properties of any Loan Party.

         "Permitted Liens" means Liens permitted by Section 5.2(e).

         "Plan" means, with respect to any person, any pension plan (other than
a Multiemployer Plan) subject to Title IV of ERISA or to the minimum funding
standards of Section 412 of the Code which has been established or maintained by
such person, any Subsidiary or such person or any ERISA Affiliate, or by any
other person if such person, any Subsidiary or such person or any ERISA
Affiliate could have liability with respect to such pension plan.

         "Pricing and Fee Schedule" means Schedule A attached hereto and
identified as such.

         "Prohibited Transaction" means any transaction involving any Plan which
is proscribed by Section 406 of ERISA or Section 4975 of the Code.

         "Rabobank" means Cooperatieve Centrale Raiffeisen - Boerenleenbank
B.A., "Rabobank International", New York Branch.

         "Reportable Event" means a reportable event as described in Section
4043(b) of ERISA including those events as to which the 30-day notice period is
waived under Part 2615 of the


<PAGE>

regulations promulgated by the PBGC under ERISA.

         "Required Lenders" means those Lenders whose Commitments, in the
aggregate, are greater than sixty-six and two-thirds percent (66-2/3%);
provided, however, that, if the Commitments have been terminated pursuant to the
terms of this Agreement, "Required Lenders" means Lenders whose aggregate
ratable shares (stated as a percentage) of the aggregate principal balance of
all Loans and Letter of Credit Obligations are greater than sixty-six and
two-thirds percent (66-2/3%).

         "Reserve Requirement" means, with respect to a Loan Period, the maximum
aggregate reserve requirement (including all basic, supplemental, marginal and
other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

         "Short Term Credit Agreement" means the Short Term Revolving Credit
Agreement, executed by the Company, the Agent and the Lenders, dated the date
hereof, as amended, restated, supplemented or otherwise modified from time to
time.

         "Subordinated Debt" means Indebtedness of the Company or any of its
Subsidiaries which is incurred, after the Effective Date, with the written
consent of the Required Lenders; provided that such Indebtedness is made
subordinate to the Obligations on terms reasonably satisfactory to the Required
Lenders; and provided further that, unless otherwise agreed to by the Required
Lenders, the Agent shall take custody and possession of all original notes or
other evidence of such Indebtedness.

         "Subsidiary" of any person means any other person (whether now existing
or hereafter organized or acquired) in which (other than directors qualifying
shares required by law) at least a majority of the securities or other ownership
interests of each class having ordinary voting power or analogous right (other
than securities or other ownership interests which have such power or right only
by reason of the happening of a contingency), at the time as of which any
determination is being made, are owned, beneficially and of record, by such
person or by one or more of the other Subsidiaries of such person or by any
combination thereof.

         "Swing Line Bank" means First Chicago or any other Lender as a
successor Swing Line Bank.

         "Swing Line Commitment" means the obligation of the Swing Line Bank to
make Swing Line Loans up to a maximum of $10,000,000 at any one time
outstanding.

         "Swing Line Loan" means a loan made available to the Company by the
Swing Line Bank pursuant to Section 2.1(c) hereof.

         "Swing Line Note" means a promissory note, in substantially the form of
Exhibit 2.1(c) hereto, duly executed by the Company and payable to the order of
the Swing Line Bank in the amount of its Swing Line Commitment, including any
amendment, restatement, modification, renewal or replacement of such Swing Line
Note.


<PAGE>

         "Tangible Net Worth" means, as of any date, (a)the amount of any
capital stock, paid in capital and similar equity accounts of the Company and
its consolidated Subsidiaries plus (or minus in the case of a deficit) the
capital surplus and retained earnings of the Company and its consolidated
Subsidiaries, minus (b)the amount of any treasury stock reflected on such
balance sheet, minus (c)any amount attributable to the write-up of assets (other
than marketable securities) on or after September 30, 1998, minus (d)the net
book value of all items of the following character which are included in the
assets of the Company and its consolidated Subsidiaries as of such date:
(i)goodwill, including the excess of cost over book value of any asset; (ii)
organization or experimental expenses; (iii) unamortized debt discount and
expense; (iv) patents, trademarks, trade names and copyrights; (v) franchises,
licenses and permits; (vi)amounts due from Affiliates and (vii) all other assets
which are deemed intangible assets under GAAP.



         "Termination Date" means the earlier to occur of (a) June 4, 2002 and
(b) the date on which the Commitments and the Swing Line Commitment shall be
terminated pursuant to the provisions of this Agreement.

         "Total Liabilities" means, as of the date of determination, the total
liabilities of the Company and its consolidated Subsidiaries that would properly
be classified as a liability under GAAP.

         "Tranche A Commitment" means US$40,000,000, as the same may be reduced
pursuant to Section 2.5 or hereafter amended from time to time.

         "Tranche B Commitment" means the CDN Dollar Equivalent Amount of
US$5,000,000, as the same may be reduced pursuant to Section 2.5 or hereafter
amended from time to time.

         "Type of Advance" means a National Currency Advance, Floating Rate
Advance, or LIBOR Rate Advance.

         "US Advance(s)" means an advance under Section 2.1(a) which is made in
Dollars and may be either a Floating Rate Advance or a LIBOR Rate Advance.

         "US Lender(s)" means those financial institutions listed on the
signature pages to this Agreement as having a Tranche A Commitment, together
with such other financial institutions which from time to time become party to
this Agreement and have a Tranche A Commitment.

         "Year 2000 Issues" means any anticipated costs, problems and
uncertainties associated with the inability of certain computer applications to
effectively handle data including dates before, on and after January 1, 2000, as
it affects the business, operations and financial condition of any Loan Party or
any of its Subsidiaries.

         1.2 Certain Rules of Construction. For purposes of this Agreement:

         (a) Certain References. The words "herein," "hereof," and "hereunder,"
and words of


<PAGE>

similar import, refer to this Agreement as a whole and not to any particular
provision of this Agreement, and references to Articles, Sections, Exhibits or
Schedules, and similar references, are to Articles or Sections of, or Exhibits
or Schedules to, this Agreement unless otherwise specified.

         (b) General Rules. Unless the context otherwise requires: (i) the
singular includes the plural, and vice versa; (ii) all definitions and
references to an agreement, instrument or document means such agreement,
instrument or document together with all exhibits and schedules thereto and any
and all amendments, supplements or modifications thereto as the same may be in
effect at the time such definition or reference is applicable for any purpose;
(iii) all references to any party shall include such party's successors and
permitted assigns; (iv) the term "including" means including, without
limitation; and (v) reasonable attorneys' fees shall include reasonably
allocated costs of in-house counsel.

         (c) Accounting Terms. All accounting terms used herein which are not
expressly defined in this Agreement shall have the meanings given to them in
accordance with GAAP, all computations made pursuant to this Agreement shall be
made in accordance with GAAP, and all financial statements shall be prepared in
accordance with GAAP.

         1.3 Acknowledgment and Restatement of Credit.

         Effect of Restatement. The parties acknowledge and agree that this
Agreement and the other Loan Documents amend, modify and restate the Existing
Loan Agreement and the related agreements executed and delivered thereunder, and
the execution and delivery of this Agreement or any of the Loan Document shall
not constitute (i) a novation or (ii) a waiver or release of any rights, claims
or remedies of Harris, NBD, First Chicago, FNBC Canada, or Rabobank under the
Existing Loan Agreement or any of the related agreements thereunder, or any
indebtedness or other obligations owing to Harris, NBD, First Chicago, FNBC
Canada, or Rabobank thereunder based on any facts or events occurring or
existing prior to the date hereof and unknown to Harris, NBD, First Chicago,
FNBC Canada, or Rabobank prior to the date hereof. Upon the Effective Date, all
indebtedness under the Existing Loan Agreement shall constitute Obligations
hereunder and, unless otherwise requested by the Company as required under
Section 2.2, will be deemed to be a Floating Rate Advance under this Agreement
and each Lender hereby purchases, a pro rata portion of such Existing
Indebtedness equal to the product of their respective Percentage multiplied by
the Existing Indebtedness; provided, however, that the Dutch Guilder Advance
made under the Existing Loan Agreement and currently outstanding shall remain
outstanding until the end of the Loan Period originally selected pursuant to the
Existing Loan Agreement and shall bear interest during such Loan Period at the
rate as determined at the beginning of such Loan Period pursuant to the Existing
Loan Agreement; provided, further, however, that the US Lenders shall acquire
and hold their pro rata portion of such Dutch Guilder Advance in an amount equal
to the product of their respective Percentage pursuant to this Agreement
multiplied by the principal amount of such Advance. Each purchasing Lender
agrees to fund its pro rata share on the Effective Date to the Agent for the
benefit of First Chicago, Harris, FNBC Canada, Rabobank and NBD, as appropriate.
All such purchases by any Lenders are without recourse or warranty of any kind.



<PAGE>

                                   ARTICLE II

                          CREDIT FACILITY AND ADVANCES

         2.1 Commitments of the Lenders.

         (a) Tranche A Commitments. Subject to the terms and conditions of this
Agreement, each Lender agrees, for itself only, to make Advances to the Company
and the Multicurrency Subsidiary Borrowers, as applicable, from time to time
from the Effective Date until the Termination Date on any Business Day up to an
aggregate principal Dollar Amount which, when added to such Lender's pro rata
portion of the Dollar Amount of Letter of Credit Obligations outstanding at such
time, shall not exceed the amount set forth opposite its name on the signature
pages hereof as its Commitment. In addition, the sum of the aggregate
outstanding Advances, the Dollar Amount of Letter of Credit Obligations, and the
aggregate outstanding Swing Line Loans shall not exceed the amount of the
aggregate Commitments. Subject the terms of this Agreement, the Company may
request that an Advance be made in Dollars, euro, or Dutch Guilders and any
Multicurrency Subsidiary Borrower may request that an Advance be made in euro or
Dutch Guilders; provided, that the maximum aggregate principal amount of euro
Advances and Dutch Guilder Advances that may be outstanding at any one time to
all the Lenders may not exceed the Dollar Amount of US$10,000,000 (the "euro
Limit"). It is agreed that the London Agent will only make euro Advances and
Dutch Guilder Advances and the Agent will only make US Advances and provided
further that the amount of Lenders' aggregate Commitments will be reduced Dollar
for Dollar by the Dollar Amount of any outstanding euro Advances or Dutch
Guilder Advances.

         Each Advance made in Dutch Guilders shall be made in euro if such
Advance would, but for this provision, be capable of being made in either euro
or Dutch Guilders unless otherwise consented to by the Agent. The Applicable
Rate for any such Advance shall be the Adjusted euro Rate.

         (b) Tranche B Commitments. Subject to the terms and conditions of this
Agreement, the Canadian Lender agrees to make Canadian Advances to the Company
or a Multicurrency Subsidiary Borrower from time to time from the Effective Date
until the Termination Date on any Business Day up to an aggregate principal
amount outstanding at any one time which may not exceed the Dollar Amount of
US$5,000,000 ("Canadian Dollar Limit").

         (c) Swing Line Loans. (i) Amount of Swing Line Loans. Upon the
satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2, from
and including the Effective Date and prior to the Termination Date, the Swing
Line Bank agrees, on the terms and conditions set forth in this Agreement, to
make loans to the Company from time to time, in Dollars, in an amount not to
exceed the Swing Line Commitment (each, individually, a "Swing Line Loan" and
collectively, the "Swing Line Loans"); provided, however, at no time shall the
sum of the aggregate outstanding Advances, the Dollar Amount of Letter of Credit
Obligations and the aggregate outstanding Swing Line Loans exceed the amount of
the aggregate Commitments; and provided, further, that at no time shall the sum
of (a) the outstanding amount of the Swing Line Loans, plus (b) the outstanding
amount of Advances made by the Swing Line Bank pursuant to Section 2.1(a),
exceed the Swing Line Bank's Commitment at such time. Subject to the terms of
this Agreement, the Company may



<PAGE>

borrow, repay and reborrow Swing Line Loans at any time prior to the Termination
Date.

         (ii) Swing Line Notice. The Company shall deliver to the Agent and the
Swing Line Bank a notice (a "Swing Line Notice"), signed by it, not later than
2:00 p.m. (Chicago time) on the Funding Date of each Swing Line Loan, specifying
(i) the applicable Funding Date (which shall be a Business Day), and (ii) the
aggregate amount of the requested Swing Line Loan which shall be an amount not
less than $100,000. The Swing Line Loans shall at all times be Floating Rate
Advances.

         (iii) Making of Swing Line Loans. Promptly after receipt of the Swing
Line Notice under Section 2.1(c)(ii) in respect of Swing Line Loans, the Agent
shall notify each Lender by telex or telecopy, or other similar form of
transmission, of the requested Swing Line Loan. Not later than 3:00 p.m.
(Chicago time) on the applicable Funding Date, the Swing Line Bank shall make
available its Swing Line Loan, in funds immediately available in Chicago to the
Agent at its address specified pursuant to Article VIII. The Agent will promptly
make the funds so received from the Swing Line Bank available to the Company at
the Agent's aforesaid address.

         (iv) Repayment of Swing Line Loans. The Swing Line Loans shall be
evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full
by the Company on or before the tenth Business Day after the Funding Date for
such Swing Line Loan. The Company may at any time pay, without penalty or
premium, all outstanding Swing Line Loans or, in a minimum amount and increments
of $100,000, any portion of the outstanding Swing Line Loans, upon notice to the
Agent and the Swing Line Bank. In addition, the Agent (i) may at any time in its
sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall
on the tenth Business Day after the Funding Date of any Swing Line Loan, require
each Lender (including the Swing Line Bank) to make a Floating Rate Advance in
the amount of such Lender's pro rata share of such Swing Line Loan, for the
purpose of repaying such Swing Line Loan. Not later than 2:00 p.m. (Chicago
time) on the date of any notice received pursuant to this Section 2.1(c)(iv)
provided that such notice is received by 10:00 a.m. (Chicago time), each Lender
shall make available its required Floating Rate Advance or Floating Rate
Advances, in funds immediately available in Chicago to the Agent at its address
specified pursuant to Article VIII. Unless a Lender shall have notified the
Swing Line Bank, prior to its making any Swing Line Loan, that any applicable
condition precedent set forth in Sections 3.1 and 3.2 had not then been
satisfied, or an Event of Default existed under Section 6.1(h), such Lender's
obligation to make Floating Rate Advances pursuant to this Section 2.1(c)(iv) to
repay Swing Line Loans shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including, without
limitation, (a) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Agent, the Swing Line Bank or any other
Person, (b) the occurrence or continuance of a Default or Event of Default, (c)
any adverse change in the condition (financial or otherwise) of the Company, or
(d) any other circumstances, happening or event whatsoever. In the event that
any Lender fails to make payment to the Agent of any amount due under this
Section 2.1 (c)(iv), the Agent shall be entitled to receive, retain and apply
against such obligation the principal and interest otherwise payable to such
Lender hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In addition to the foregoing, if for
any reason any Lender fails to make payment to the Agent of any amount due under
this Section 2.1(c)(iv), such Lender shall be deemed, at the option of the
Agent, to have unconditionally and irrevocably purchased from the Swing Line
Bank,


<PAGE>

without recourse or warranty, an undivided interest and participation in the
applicable Swing Line Loan in the amount of such Floating Rate Advance, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Rate for each day during the period
commencing on the date of demand and ending on the date such amount is received.
On the Termination Date, the Company shall repay in full the outstanding
principal balance of the Swing Line Loans.

         (d) Notes. The Advances made by each Lender shall be evidenced by, and
be payable in accordance with the terms of, a separate Note for each type of
currency advanced by such Lender, made by each of the Company and the
Multicurrency Subsidiary Borrowers payable to the order of the lending office
designated by such Lender. The Company, the Multicurrency Subsidiary Borrowers
and Lenders hereby irrevocably authorize the Agent to make or cause to be made,
at or about the time of each Advance made by the Agent, an appropriate notation
on the records of the Agent (and the London Agent or the Canadian Lender, as
appropriate) reflecting the principal amount, applicable currency, Type of
Advance and Loan Period of such Advance, and the Agent shall make or cause to be
made, on or about the time of receipt of payment of any principal of the Notes,
an appropriate notation on its records reflecting such payment. The aggregate
amount of all Advances set forth on the records of the Agent shall be rebuttable
presumptive evidence of the principal amount and accrued interest owing and
unpaid on a Note of a Lender.

         (e) Facility Fees. The Company and the Multicurrency Subsidiary
Borrowers jointly and severally agree to pay to the Agent in Dollars for the
benefit of the US Lenders (pro rata according to each US Lender's Percentage) a
facility fee (the "Facility Fee") at a per annum rate equal to the Applicable
Fee Rate on such Lender's Percentage (without regard to usage) from the date
hereof to and including the Termination Date, payable monthly in arrears
hereafter beginning on June 4, 1999, continuing on the first day of each month
of the Company thereafter, and concluding on the Termination Date, with any
accrued and unpaid Facility Fees due on the Termination Date. The Company and
the Multicurrency Subsidiary Borrowers jointly and severally agree to pay to the
Canadian Lender in US Dollars a facility fee ("Canadian Facility Fee") at a per
annum rate equal to the Applicable Fee Rate on the Tranche B Commitment. The
Canadian Facility Fee shall accrue from and after the Effective Date and shall
be due and payable quarterly in arrears, beginning on June 4, 1999, and on the
first day of each fiscal quarter of the Company thereafter through the
Termination Date, with any accrued but unpaid facility fees due on the
Termination Date. Such fees will be debited by the Agent and/or the Canadian
Lender from account no. 16 128 53 of the Company maintained at the main office
of the Agent (unless the Company otherwise instructs the Agent and the Canadian
Lender in writing). The Agent and/or the Canadian Lender will furnish to the
Company written notice thereof setting out the details of such calculation on or
before the tenth Business Day following the end of the fiscal quarter.

         (f) Currency Fluctuations; Permitted Excess over Aggregate Commitment.
Notwithstanding the limitations in Sections 2.1, (i)if at any time the Dollar
Amount of the aggregate principal amount of all outstanding Canadian Advances is
greater than 105% of the Canadian Dollar Limit, the Company or a Multicurrency
Subsidiary Borrower shall promptly prepay an aggregate principal amount of
Canadian Advances such that the Dollar Amount of the aggregate principal amount
of all outstanding Canadian Advances does not exceed the Canadian Dollar Limit,
or (ii)if


<PAGE>

at any time the Dollar Amount of the aggregate principal amount of all
outstanding euro Advances or Dutch Guilder Advances is greater than 105% of the
euro Limit, the Company or the applicable Multicurrency Subsidiary Borrower
shall promptly prepay an aggregate principal amount of euro Advances or Dutch
Guilder Advances such that the Dollar Amount of the aggregate principal amount
of all outstanding euro Advances and Dutch Guilder Advances does not exceed the
euro Limit; or (iii) if at any time the Dollar Amount of the euro Advances and
the Dutch Guilder Advances, plus the amount of the US Advances is greater than
the Tranche A Commitment, the Company shall promptly prepay an aggregate
principal amount of the US Advances such that the Dollar Amount of the aggregate
principal amount of all outstanding euro Advances and Dutch Guilder Advances
when added to the aggregate principal amount of all outstanding US Advances does
not exceed the Tranche A Commitment; provided, that this Section 2.1(e) shall
not be interpreted to permit the Company or a Multicurrency Subsidiary Borrower
to request the making of a new Advance or the continuation or conversion of an
existing Advance if, after giving effect to such new Advance, continuation or
conversion, the provisions of Section 2.1 (a) would be violated.

         2.2 Requesting Advances.

         (a) Types of Advances. Each US Advance may be either a Floating Rate
Advance or a LIBOR Rate Advance, and each Canadian Advance may be either a
Canadian Prime Rate Advance or a Cost of Funds Advance. Euro Advances, Dutch
Guilder Advances, Floating Rate Advances, LIBOR Rate Advances, Canadian Prime
Rate Advances and Cost of Funds Advances are each being herein called a "Type of
Advance". Except for Advances which exhaust the entire remaining amount of the
Commitment, (i)the principal amount of each Floating Rate Advance will be at
least $100,000 or a higher integral multiple of $100,000, (ii)the principal
amount of each LIBOR Rate Advance, will be at least $1,000,000, or a higher
integral multiple of $100,000, (iii) the principal amount of each euro Advance
or Dutch Guilder Advance shall be at least the Dollar Amount of 500,000 euro or
500,000 Dutch Guilders, as applicable, and (iv) each Canadian Advance shall be
at least CDN $100,000 or a higher integral, multiple of CDN $100,000.

         (b) Requests for Advances. (i) The Company, with respect to Floating
Rate Advances, LIBOR Rate Advances, and Canadian Advances, will give the Agent
notice at its office in Chicago, Illinois of each such proposed Advance, subject
to clause (iii) below, (ii) the Company or a Multicurrency Subsidiary Borrower
with respect to euro Advances or Dutch Guilder Advances, as applicable, will
give the London Agent notice at its principal office in London, England (or such
other location as the Agent may from time to time direct) of each such proposed
Advance, with the London Agent notifying the Agent of such proposed Advance, and
(iii) the Company or a Multicurrency Subsidiary Borrower, with respect to
Canadian Advances, may give notice, at the Company's or Multicurrency Subsidiary
Borrower's option, to the Canadian Lender at its main office in Toronto, Ontario
for each such proposed Advance: (a) in the case of a Floating Rate Advance to
the Company, not later than 2:00 p.m., Chicago time, on the proposed Funding
Date of such Advance; (b) in the case of a LIBOR Rate Advance to the Company,
not later than 2:00 p.m., Chicago time, on a day which is at least three
Business Days prior to the Funding Date of such Advance; (c) in the case of a
Cost of Funds Advance or Canadian Prime Rate Advance to the Company or a
Multicurrency Subsidiary Borrower, not later than 10:00 a.m., Toronto time, on a
day which is at least one Business Day prior to the proposed Funding Date of
such Advance; and (d)in


<PAGE>

the case of a euro Advance or Dutch Guilder Advance to the Company or a
Multicurrency Subsidiary Borrower, not later than 10:00 a.m., Chicago time on a
day which is at least four Business Days prior to the Funding Date of such
Advance. Any notice received after the hour specified above, shall be deemed to
be notice given prior to such hour on the next succeeding Business Day. Each
such request shall be effective upon receipt by the Agent, shall be in writing
or by telephone (if in writing, to be in the form of Exhibit 2.2), and shall
specify whether the Company or a Multicurrency Subsidiary Borrower seeks the
Advance, the currency, Type of Advance, the Funding Date and the principal
amount for each Advance and, for any Fixed Rate Advance, the Loan Period
thereof.

         (c) Conversion of Advances; Procedures. So long as no Default or Event
of Default exists and is continuing, (i) the Company may convert all or any part
of any outstanding Floating Rate Advance into a LIBOR Rate Advance, if
available, by giving notice to the Agent of such conversion not later than 2:00
p.m., Chicago time, on a date which is at least three Business Days prior to the
date of the requested conversion and (ii)the Company or a Multicurrency
Subsidiary Borrower, as applicable, may convert all or any part of any
outstanding Canadian Prime Rate Advance to a Cost of Funds Advance by giving
notice to the Agent and/or the Canadian Lender of such conversion not later then
10:00 a.m., Toronto time, on a date which is at least one Business Day prior to
the date of the requested conversion. Each such notice shall be effective upon
receipt by the Agent, shall be in writing or by telephone (if in writing, to be
in the form of Exhibit 2.2), shall specify the Funding Date, Type of Advance,
the total principal amount to be so converted and the Advance Period therefor.
Each conversion of a Floating Rate Advance into a LIBOR Rate Advance shall be on
a Business Day, and in an amount as provided in Section 2.2 (a).

         (d) Procedures at End of Loan Period.

                  (i) Automatic Conversions and Extensions. Unless the Company
requests a new LIBOR Rate Advance in accordance with subsection (b) above or
repays the applicable Advance, the Agent shall automatically and without request
by the Company, on the last day of the applicable Loan Period, convert each
LIBOR Rate Advance to a Floating Rate Advance. Unless the Company or a
Multicurrency Subsidiary Borrower, as applicable, requests a new Cost of Funds
Advance in accordance with subsection (b) above or repays the applicable
Advance, the Canadian Lender shall automatically and without request by the
Company, on the last day of the applicable Loan Period, convert each Cost of
Funds Advance to a Canadian Prime Rate Advance. Unless the Company or a
Multicurrency Subsidiary Borrower, as applicable, requests a new euro Advance or
Dutch LIBOR Advance in accordance with subsection (b) above or repays the
applicable Advance, the London Agent shall automatically and without request by
the Company or such Multicurrency Subsidiary Borrower, as applicable, on the
last day of the applicable Loan Period, extend each euro Advance or Dutch LIBOR
Advance for a Loan Period of one month.

                  (ii) Extensions. So long as no Default or Event of Default
exists and is continuing, and subject to the limitations set forth in Section
2.2 (a), the Company may cause all or any part of any outstanding LIBOR Rate
Advance to continue to bear interest at an Adjusted LIBOR Rate, if available, at
the end of the then-applicable Loan Period, by notifying the Agent, not later
than 2:00 p.m., Chicago time, at least three Business Days prior to the new
Funding Date. So long as no Default or Event of Default exists and is
continuing, and subject to the limitations set forth in


<PAGE>

Section 2.2 (a), the Company or a Multicurrency Subsidiary Borrower, as
applicable, may cause all or any part of any outstanding Cost of Funds Advance
to continue to bear interest at a Cost of Funds Rate, if available, at the end
of the then-applicable Loan Period, by notifying the Agent and or the Canadian
Lender, not later than 10:00 a.m., Toronto time, at least one Business Day prior
to the new Funding Date. So long as no Default or Event of Default exists and is
continuing, and subject to the limitations set forth in Section 2.2 (a), the
Company or a Multicurrency Subsidiary Borrower, as applicable, may cause all or
any part of any outstanding euro Advance or Dutch Guilder Advance to continue to
bear interest at the Adjusted euro Rate or Adjusted Dutch LIBOR Rate,
respectively, if available, at the end of the then-applicable Loan Period, by
notifying the Agent, not later than 10:00 a.m., Chicago time, at least four
Business Days prior to the new Funding Date. Each such notice shall be effective
upon receipt by the Agent and shall be in writing or by telephone (if in writing
to be in the form of Exhibit 2.2), and shall specify the currency, Type of
Advance, the first day of the applicable Loan Period, the principal amount of
the new Fixed Rate Advance and the Loan Period therefor. Each new Loan Period
for Fixed Rate Advances shall begin on a Business Day and the aggregate amount
of the Advances bearing the new rate shall be in an amount as provided in
Section 2.2 (a).

         (e) Reaffirmation. Each request for an Advance, Swing Line Loan or
Letter of Credit shall be deemed a representation and warranty by the Company
and the Multicurrency Subsidiary Borrowers that all conditions precedent to such
Advance, Swing Line Loan or Letter of Credit under Article III are satisfied as
of the date of such request and as of the date of such Advance, Swing Line Loan
or Letter of Credit.

         2.3 Funding Advances.

         (a) Funding by the Advancing Agent. Upon fulfillment of the applicable
conditions set forth in Article III of this Agreement, and subject to the
Advancing Agent's receipt of funds in accordance with Section 2.3(b) below, (i)
the Agent will, in the case of US Advances, not later than 4:15 p.m., Chicago
time, on the proposed Funding Date of each US Advance, make available to the
Company the requested US Advance by depositing the amounts thereof, in
immediately available funds, in account no. 16 128 53 of the Company maintained
at the main office of the Agent (unless the Company otherwise instructs the
Agent in writing to pay such funds elsewhere), (ii) the Canadian Lender will, in
the case of Canadian Advances, not later than 4:15 p.m., Toronto time, on the
proposed Funding Date of each Canadian Advance, make available to the Company or
a Multicurrency Subsidiary Borrower, as applicable, the requested Canadian
Advance by depositing the amounts thereof, in immediately available funds, in
such account as shall be requested by the Company or a Multicurrency Subsidiary
Borrower, as applicable, in writing, and (iii) the London Agent will, in the
case of euro Advances or Dutch Guilder Advances, not later than 4:15 p.m.,
London time, on the proposed Funding Date of each euro Advance or Dutch Guilder
Advance, make available to the Company or a Multicurrency Subsidiary Borrower,
as applicable, the requested euro Advance or Dutch Guilder Advance by depositing
the amounts thereof, in immediately available funds, in such account as shall be
requested by the Company or a Multicurrency Subsidiary Borrower, as applicable,
in writing or by telephone.

         (b) Funding by Lenders. On each Funding Date, not later than 4:00 p.m.,
Chicago time,


<PAGE>

for US Advances and not later than 4:00 p.m., London time, for euro Advances or
Dutch Guilder Advances, each Lender shall make its pro rata portion necessary to
fund its appropriate Percentage of the Advances available at the office of the
Advancing Agent, in immediately available funds for disbursement to the Company
or a Multicurrency Subsidiary Borrower, as applicable. If and to the extent such
Lender shall not have so made its pro rata portion necessary to fund its
appropriate Percentage of the Advances to the Advancing Agent, the Advancing
Agent may (but shall not be obligated to) make such amount available to the
Company or a Multicurrency Subsidiary Borrower, as applicable (herein called an
"Interim Advance"), and such Lender and the Company or a Multicurrency
Subsidiary Borrower, as applicable, severally agree to pay to the Advancing
Agent forthwith on demand an amount equal to such Interim Advance, together with
interest thereon, for each day from such Funding Date until the date such
Interim Advance is repaid to the Advancing Agent at a rate per annum equal to
(i) the Federal Funds Rate, in the event such Interim Advance is repaid to the
Advancing Agent by such Lender, or (ii) the Applicable Rate during such period,
in the event such Interim Advance is repaid to the Advancing Agent by the
Company or a Multicurrency Subsidiary Borrower, as applicable; provided,
however, that the Advancing Agent also shall be reimbursed for all costs and/or
charges incurred by it as a result of such Interim Advance. If such Lender pays
an amount equal to the Interim Advance, together with interest as provided
above, to the Advancing Agent, such amount so paid shall constitute an Advance
by such Lender for the purpose of this Agreement as of such Funding Date. The
failure of any Lender ("Defaulting Lender") to make the pro rata portion
necessary to fund its applicable Percentage of the Advances available to the
Advancing Agent on a Funding Date shall not relieve any other Lender of its
obligation to make available to the Advancing Agent its pro rata share necessary
to fund its Percentage of an Advance on the applicable Funding Date, but neither
the Advancing Agent nor any other Lender shall be responsible for, nor have any
liability to the Company or a Multicurrency Subsidiary Borrower, as applicable,
as a result of, the failure of such Defaulting Lender to make such pro rata
portion necessary to fund its Percentage of the Advances available to the
Advancing Agent; provided, however, that the foregoing shall not affect or limit
any liability of the Defaulting Lender individually to the Company or a
Multicurrency Subsidiary Borrower, as applicable, or the Advancing Agent for
such failure by the Defaulting Lender.

         (c) Advancing Branch. Each Lender may, at its option, elect to make,
fund or maintain any Advance hereunder at the branch or office specified under
its signature hereto or such other of its branches or offices as such Lender may
from time to time elect.

         (d) Non-Receipt of Funds by the Agent or Advancing Agent. Unless the
Company, a Multicurrency Subsidiary Borrower, a Lender or the Swing Line Bank,
as the case may be, notifies the Agent or Advancing Agent, as applicable, prior
to the date on which it is scheduled to make payment to the Agent or Advancing
Agent, as applicable, of (i) in the case of a Lender or Swing Line Bank, the
proceeds of a Loan or (ii) in the case of the Company or a Multicurrency
Subsidiary Borrower, a payment of principal, interest or fees to the Agent or
Advancing Agent, as applicable, for the account of the Lenders or Swing Line
Bank, that it does not intend to make such scheduled payment, the Agent or
Advancing Agent, as applicable, may assume that such scheduled payment has been
made. The Agent or Advancing Agent, as applicable, may, but shall not be
obligated to, make the amount of such scheduled payment available to the
intended recipient in reliance upon such assumption. If such Lender, Swing Line
Bank, Multicurrency Subsidiary Borrower or the Company, as the case may be, has
not in


<PAGE>

fact made such scheduled payment to the Agent or Advancing Agent, as applicable,
the recipient of such scheduled payment, if it is (x) a Lender or the Swing Line
Bank, shall, on demand by the Agent or Advancing Agent, as applicable, repay to
the Agent or Advancing Agent, as applicable, the amount so made available
together with interest according to the procedure set forth in Section 2.3(b),
and (y) the Company or a Multicurrency Subsidiary Borrower, shall, on demand by
the Agent or Advancing Agent, as applicable, repay to the Agent or Advancing
Agent, as applicable, the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent or Advancing Agent, as applicable,
until the date the Agent or Advancing Agent, as applicable, recovers such amount
at a rate per annum equal to the interest rate applicable to the relevant Loan;
provided, that the Company or the applicable Multicurrency Subsidiary Borrower
shall also reimburse the Agent or Advancing Agent, as applicable, for all costs
and/or charges incurred by it as a result of such non-receipt of funds from the
Company or such Multicurrency Subsidiary Borrower.


         2.4 Letters of Credit.

         (a) Issuance of Letters of Credit. Provided there is sufficient
availability under the Tranche A Commitment, as described in Section 2.1 above,
and if requested by the Company (with not less than three (3) Business Days'
prior written application in such form as required by the Agent), the Agent
shall issue or cause to be issued for the account of a Loan Party Letters of
Credit upon the following conditions:

                  (i) Total Amount. The total face amount of Letters of Credit,
         which may be denominated in Dollars, euro, Dutch Guilders, or Canadian
         Dollars, shall not exceed the Dollar Amount of $3,000,000, in the
         aggregate, at any one time outstanding.

                  (ii) Expiry. The expiry date of any Letter of Credit shall not
         exceed the earlier of (i) the date 12 months from the date of issuance
         and (ii) the fifth Business Day prior to the Termination Date;
         provided, however, that any such Letter of Credit may provide for the
         renewal thereof for additional 12 month periods; provided further,
         however, that no Letter of Credit shall be outstanding on or after the
         Termination Date unless it shall be (x)secured by cash or other
         collateral satisfactory to the Required Lenders and have an expiry no
         later than 12 months after the Termination Date, or (y)replaced as of
         the Termination Date under conditions which cause such outstanding
         Letter of Credit to be cancelled.

                  (iii) Reduction in Availability. The amount of all outstanding
         Letters of Credit, when added to the outstanding Advances and Swing
         Line Loans under Section 2.1 above, must not exceed the Tranche A
         Commitment.

                  (iv) Documentation. The Company shall execute standard
         documentation as shall be requested by the Agent with respect to the
         issuance of such Letter of Credit.

                  (v) Conditions Met. On the date of issuance, all of the
         conditions precedent specified in Sections 3.1 and 3.2 shall have been
         satisfied.


<PAGE>

         (b) Obligations Unconditional. The obligation of the Company to pay to
the Agent the amount of any payment made by the Agent or any Lender under any
Letter of Credit shall be absolute, unconditional and irrevocable and shall
remain in full force and effect until all Letter of Credit Obligations of the
Company and the Loan Parties to the Lenders thereunder shall have been
satisfied, and such Obligations shall not be affected, modified or impaired upon
the happening of any event, including without limitation, any of the following,
whether or not with notice to, or the consent of, the Company:

                  (i) Any lack of validity or enforceability of any Letter of
         Credit or any documentation relating to any Letter of Credit (including
         any documentation required under subsection(b)(iv) above)
         (collectively, with the Letter of Credit, the "L/C Documents") or to
         any transaction related in any way to such Letter of Credit;

                  (ii) Any amendment, modification, waiver, consent, or any
         substitution, exchange or release of or failure to perfect any interest
         in collateral or security, with respect to any of the L/C Documents;

                  (iii) The existence of any claim, setoff, defense or other
         right which any Loan Party may have at any time against any beneficiary
         or any transferee of any Letter of Credit (or any persons for whom any
         such beneficiary or any such transferee may be acting), the Agent or
         any other person, whether in connection with any of the L/C Documents,
         the transactions contemplated herein or therein or any unrelated
         transactions;

                  (iv) Any draft or other statement or document presented under
         any Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (v) Payment by the Agent to the beneficiary under any Letter
         of Credit against presentation of documents which do not strictly
         comply with the terms of the Letter of Credit, including failure of any
         documents to bear any reference or adequate reference to such Letter of
         Credit;

                  (vi) Any failure, omission, delay or lack on the part of the
         Agent or any party to any of the L/C Documents to enforce, assert or
         exercise any right, power or remedy conferred upon the Agent or any
         such party under this Agreement or any of the L/C Documents, or any
         other acts or omissions on the part of the Agent or any such party; and

                  (vii) Any other event or circumstance that would, in the
         absence of this clause, result in the release or discharge by operation
         of law or otherwise of a Loan Party from the performance or observance
         of any obligation, covenant or agreement contained in this Section 2.4
         (b).

         Nothing set forth in this Section 2.4(b) or in any other provision of
this Agreement or any other Loan Document shall relieve the Agent of any
liability it may have for bad faith, willful misconduct or failure to use due
care in the examination of documents presented in connection with


<PAGE>

any draw under a Letter of Credit.

         (c) Funding Draws. In the event of a draw or payment of a draft under
any Letter of Credit, the Agent is authorized to charge the Company's demand
deposit account maintained with Agent or any Lender for the amount of the draw
or draft. If the Agent does not charge such account, then the amount shall be
treated a Floating Rate Advance under Section 2.1 and any amounts paid by the
Agent to a third party under any Letter of Credit shall be deemed a Floating
Rate Advance and bear interest until repaid by the Company. Such Advance shall
be disbursed notwithstanding any failure to satisfy any conditions for
disbursement of any Advance set forth in Section 3.2 and, to the extent of such
Advance, the reimbursement obligation of the Company with respect to such Letter
of Credit under this subsection shall be deemed satisfied.

         (d) Lender Participations in Letter of Credit. Upon the issuance by the
Agent of a Letter of Credit, the Agent shall be deemed, without further action
by any party hereto, to have sold to each Lender (other than the Canadian Lender
and the London Agent), and each such Lender shall be deemed, without further
action by any party hereto, to have purchased from the Agent a participation in
such Letter of Credit and the related Letter of Credit Obligations in proportion
to each such Lender's respective Percentage. The Agent shall promptly notify
each Lender of the terms of each Letter of Credit and of the amount of such
Lender's participation in such Letter of Credit.

         (e) Fees. The Company agrees to pay (i) on the date of the issuance of
the Letter of Credit and (ii) thereafter, quarterly, in advance, no later than
the tenth Business Day following the first day of each quarter, to the Agent for
the ratable benefit of the Lenders, a letter of credit fee at a rate per annum
equal to the applicable National Currency Margin and LIBOR Rate Margin times the
average daily outstanding face amount available for drawing under all Letters of
Credit issued, (iii) quarterly, in advance, to the Agent, a letter of credit
fronting fee on all standby Letters of Credit equal to 0.125% times the average
daily outstanding face amount of each standby Letter of Credit issued, and (iv)
to the Agent, all customary fees and other issuance, amendment, document
examination, negotiation and presentment expenses and related charges in
connection with the issuance, amendment, presentation of Letters of Credit, and
the like customarily charged by such Agent with respect to standby and
commercial Letters of Credit in general to comparable customers under comparable
circumstances, payable at the time the invoice of such amount is received by the
Company.


<PAGE>


         2.5 Termination or Reduction of Commitment.

         (a) Optional. The Company has the right to terminate or reduce the
Tranche A Commitments and/or terminate the Tranche B Commitment at any time and
from time to time, in which case the applicable Commitments shall be terminated
or permanently reduced by the amount so specified, as the case may be (with any
reduction causing a pro rata reduction in each Lender's Commitment); provided,
however, that (i) the Company shall give notice of such termination or reduction
in writing to the Agent at least three (3) Business Days in advance thereof,
specifying the applicable Tranche and the amount by which the applicable
Commitment is being reduced and effective date thereof, (ii) each partial
reduction shall be in a minimum amount of $5,000,000 and in integral multiples
of $5,000,000 in excess thereof, (iii) no such termination or reduction shall be
permitted with respect to any portion as to which a request for an Advance is
then pending, (iv) the applicable Commitment may not be reduced below the
balance of any Advances then outstanding under it, and unless otherwise agreed
to by the Agent and the Required Lenders, any reduction in the Tranche A
Commitment shall cause a proportional reduction in the euro Limit. The
termination or reduction of the amount of the any Commitments pursuant to this
Section 2.5 shall be permanent and may not be reinstated.

         (b) Termination by Lenders. The Commitments and the Swing Line
Commitment, and thus the obligation of the Lenders to make Advances and issue
any Letters of Credit, and the Swing Line Bank to make Swing Line Loans, shall
terminate:

                  (i) Immediately and without further action upon the occurrence
         of an Event of Default of the nature referred to in clause(h) of
         Section 6.1; or

                  (ii) Immediately when any Event of Default (other than of the
         nature specified in clause(h) of Section 6.1) shall have occurred and
         be continuing and either (A)the Required Lenders shall have demanded
         payment of the Notes and the Swing Line Note, or (B) the Required
         Lenders shall elect to terminate the Commitments and the Swing Line
         Commitment by giving written notice to the Company and the
         Multicurrency Subsidiary Borrowers for purposes of this clause.

         (c) Default Interest. Upon the occurrence of an Event of Default under
Section 6.1(a) and during the continuation thereof, the principal amount of the
Obligations shall bear interest at the applicable Default Rate. At the election
of the Required Lenders, upon the occurrence of an Event of Default other than
under Section 6.1(a), and during the continuation thereof, the principal amount
of the Obligations shall bear interest at the applicable Default Rate.

         2.6 Interest and Principal Repayment.

         (a) Regular Interest Payments. The Company and the Multicurrency
Subsidiary Borrowers, as applicable, will pay interest to the applicable
Advancing Agent for the benefit of the Lenders for US Advances, euro Advances,
and Dutch Guilder Advances, and to the Canadian Lender for its benefit for
Canadian Advances, at the Applicable Rate on the unpaid principal amount of each
Advance as follows:


<PAGE>

                  (i) Floating and Canadian Prime Rate Advances. Accrued and
unpaid interest on Floating Rate Advances and Canadian Prime Rate Advances shall
be payable: (A) on each Interest Payment Date; (B) as to any portion of such
Advance which is converted to a Fixed Rate Advance, on the date of such
conversion; and (C) on the Termination Date.

                  (ii) Fixed Rate Advances. Accrued and unpaid interest on Fixed
Rate Advances shall be payable in arrears on the last day of each Loan Period
and, if the Loan Period exceeds three months or 90 days, as the case may be, on
the last day of each fiscal quarter during such Loan Period.

         (b) Principal. The principal amount of the Advances shall be payable to
the appropriate Advancing Agent for the benefit of the Lenders for US Advances,
euro Advances, and Dutch Guilder Advances, and to the Canadian Lender for its
benefit for Canadian Advances, immediately upon the earlier of (i) the
occurrence of an Event of Default and acceleration of the Obligations as a
result thereof, or (ii) termination of this Agreement. Payments will be applied
by the Agent as provided in Section 6.2.

         (c) Optional Prepayment. Each of the Company and the Multicurrency
Subsidiary Borrowers, may at any time and from time to time prepay all or a
portion of the Advances, without premium or penalty; provided, however, that
(i)each prepayment of a Floating Rate Advance may be made only upon one (1)
Business Day's prior written notice to the Agent and shall be in a minimum
amount of $100,000 and, in integral multiples of $100,000 in excess of the
initial minimum amount, (ii)each prepayment of a LIBOR Rate Advance, euro
Advance, or Dutch Guilder Advance may be made only upon three (3) Business Days'
prior written notice to the applicable Agent and shall be in a minimum amount of
$1,000,000 (or the Equivalent Amount in euro or Dutch Guilders) and, with
respect to LIBOR Rate Advances only, in integral multiples of $100,000 in excess
of the initial minimum amount, and (iii)each prepayment of a Canadian Advance
shall be in a minimum amount of CDN $100,000 and in an integral multiple of CDN
$100,000; and provided further that any prepayment of a Fixed Rate Advance which
is made on a day other than the last day of a Loan Period shall be accompanied
by the indemnity payment set forth in Section 2.10(d) below together will all
accrued but unpaid interest on the Advance being repaid.

         (d) Final Payment. Unless earlier payment is required under this
Agreement, Company will pay to the Agent with respect to all US Advances and
Letter of Credit Obligations, and Company and Multicurrency Subsidiary Borrowers
will pay to the London Agent with respect to all euro Advances and Dutch Guilder
Advances, for the account of the Lenders on the Termination Date, (i) as
applicable, the outstanding principal amount of all outstanding US Advances,
euro Advances, and Dutch Guilder Advances and (ii) cash or other collateral
satisfactory to the Required Lenders to secure the repayment of any Letter of
Credit Obligations (or cause any outstanding Letters of Credit to be replaced as
of the Termination Date under conditions which cause such outstanding Letter of
Credit to be cancelled). Unless earlier payment is required under this
Agreement, the Company or a Multicurrency Subsidiary Borrower, as applicable,
will pay to the Canadian Lender on the Termination Date, the principal amount of
all outstanding Canadian Advances. Principal payments will be applied by the
Agent as provided in Section 6.2.


<PAGE>

         (e) Payment on Non-Business Day; Payment Computations. Except as
otherwise provided in this Agreement, whenever any installment of principal of,
or interest on, any Advance or any other Obligation becomes due and payable on a
day which is not a Business Day, the maturity thereof shall be extended to the
next succeeding Business Day and, in the case of any installment of principal,
interest shall be payable thereon at the Applicable Rate (or Default Rate if
applicable), determined in accordance with this Agreement during such extension.
Computations of interest on LIBOR Rate Advances, euro Advances, Dutch Guilder
Advances, fees and other amounts due under this Agreement shall be made on the
basis of a year of 360 days, for the actual number of days elapsed, including
the first day but excluding the last day of the relevant period. Computations of
interest on Floating Rate Advances or Canadian Advances due under this Agreement
shall be made on the basis of a year of 365 or 366 days, as the case may be, for
the actual number of days elapsed, including the first day but excluding the
last day of the relevant period.

         (f) Currency Conversions. Notwithstanding the foregoing provisions of
this Agreement, if, after the making of any Advance in any currency other than
Dollars, currency control or exchange regulations are imposed in the country
which issues such currency with the result that different types of such currency
(the "New Currency") are introduced and the type of currency in which the
Advance was made (the "Original Currency") no longer exists or the Company or
any Multicurrency Subsidiary Borrower is not able to make payment to the Agent
for the account of the Lenders in such Original Currency, then all payments to
be made by the Company or the Multicurrency Subsidiary Borrowers hereunder or
under the Notes in such currency shall be made in such amount and such type of
the New Currency as shall be equivalent (based upon market value) to the amount
of such payment otherwise due hereunder or under the Notes in the Original
Currency. In addition, if, after the making of any Advance in any currency other
than Dollars, the Company or a Multicurrency Subsidiary Borrower, as applicable,
is not able to make payment to the Agent for the account of the Lenders in the
type of currency in which such Advance was made (or in any New Currency as set
forth above) because of the imposition of any such currency control or exchange
regulation, then such Advance shall instead be repaid when due in Dollars in a
principal amount equal to the Dollar Amount (as of the date of repayment) of
such Advance, it being the intention of the parties hereto that the Company and
the Multicurrency Subsidiary Borrowers take all risks of the imposition of any
such currency control or exchange regulations. The Agent is hereby authorized,
for the benefit of the Lenders, to charge the account, if any, of the Company
maintained with First Chicago for each payment of principal, interest and fees
due from the Company as it becomes due hereunder.

         2.7 Payments by Company and Multicurrency Subsidiary Borrowers.

         (a) Method of Payment. Each Advance shall be repaid or prepaid in the
currency in which it was made in the amount borrowed and interest payable
thereon shall be paid in such currency; provided, however, that any Dutch
Guilder Advance may be repaid in euro pursuant to the second paragraph of
Section 2.1(a). The Company or a Multicurrency Subsidiary Borrower, as
applicable, will make all payments of fees and other payments due under this
Agreement or any other Loan Document in Dollars and in immediately available
funds to Agent, at the office specified by Agent from time to time, for the
ratable benefit of the Lenders as provided in this Agreement. Notwithstanding
the foregoing, all fees payable to the Agent with respect to its services
hereunder


<PAGE>

shall be payable by the Company and the Multicurrency Subsidiary Borrowers for
the sole benefit of the Agent. Subject to the terms and provisions of this
Agreement, (i)all amounts of principal, interest, fees and other Obligations
payable by the Company and the Multicurrency Subsidiary Borrowers in Dollars
hereunder, under the Notes and under the Swing Line Note shall be made in US
Dollars by 12:00 noon, local time, on the date when due in funds immediately
available to the Agent at the Agent's address specified on the signature pages
hereto, or at such other lending office of the Agent as may be specified in
writing by the Agent to the Company, and (iii)all amounts of principal,
interest, and other Obligations payable by the Company and the Multicurrency
Subsidiary Borrowers in any currency other than US Dollars hereunder or under
the Notes shall be made in such currency by 12:00 noon, local time, on the date
when due in such currency for the account of the Advancing Agent, at its lending
office for such currency.

         (b) Authority to Debit the Company's Accounts. The Company authorizes
the Agent, the Canadian Lender and the London Agent to fund payments of
interest, fees, costs and expenses and other amounts due the Agent or any Lender
under this Agreement or any of the Loan Documents by charging such amount
against the account of the Company (based on the currency in which it is
originally advanced) specified in Section 2.3(a) or such other account as the
Company may maintain with the applicable Advancing Agent, or if sufficient funds
are not available in the appropriate account, then as a Floating Rate Advance
for Obligations in US Dollars or as a Canadian Prime Rate Advance for
Obligations in CDN Dollars or as a Dutch Guilder Advance for Obligations due in
Dutch Guilders or as a euro Advance for Obligations due in euro. Unless
otherwise requested in writing by the Company, all Obligations in US Dollars
will be debited by the Agent as provided above, all other Obligations are
intended to be paid to the appropriate Advancing Agent by the Company and the
applicable Multicurrency Subsidiary Borrowers.

         2.8 Remittance by Advancing Agent.

         (a) Payments to Lenders. The Advancing Agent shall remit to each US
Lender such US Lender's share of payments in immediately available funds (i)in
the case of payments of principal of any Advances or interest on any Advances,
on the date payments are made, according to its pro rata share of such payment
based on its actual outstanding Advances from time to time; and, (ii)in the case
of fees paid pursuant to Sections 2.1(e) and other amounts payable hereunder
(other than the amounts payable to the Agent under Section 2.9 or to the Agent
or any Lender under Sections 8.4 or 8.5), on the date payments are made,
determined with respect to each such Lender by its pro rata share of such fee or
other amount. Each payment delivered to an Advancing Agent for the account of
any Lender shall be delivered promptly, but in any event not later than the
close of business on the date received by the Advancing Agent if received by
such Advancing Agent by 12:00 noon, local time, by such Advancing Agent to such
Lender in the same type and currency of funds which the Advancing Agent received
at such Lender's address specified on the signature pages hereto or at any
lending office specified by such Lender in a notice received by the Agent.

         (b) Payment of Interest by Agent. If the Advancing Agent fails to remit
to any US Lender its share of any such payment received by the Agent from the
Company or a Multicurrency Subsidiary Borrower by 5:00 p.m., local time, or by
the close of business of such Lender, whichever occurs later, on the day such
payment is to be made by the Advancing Agent under Section 2.8(a)(a),


<PAGE>

the Agent shall pay to such US Lender interest on such US Lender's share of such
payment at the Federal Funds Rate until such share of such payment is received
by such US Lender (unless waived by such Lender).

         (c) No Setoff or Deduction. All payments of principal of and interest
on the Advances and other Obligations shall be paid by the Company and the
Multicurrency Subsidiary Borrowers without setoff, or counterclaim, and free and
clear of, and without deduction or withholding for, or on account of, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of any nature whatsoever, whether imposed by any governmental authority
or by any department, agency or taxing authority or other Person.

         2.9 Set-Off; etc.

         (a) After Default. Upon the occurrence of an Event of Default and
acceleration of the Obligations, each Lender is hereby authorized at any time
and from time to time, without notice to the Company or the Multicurrency
Subsidiary Borrowers (any such notice being expressly waived by the Company and
each Multicurrency Subsidiary Borrower), to set-off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Company or any Multicurrency Subsidiary Borrower,
including specifically any amounts held in any account maintained at such
Lender, against any and all Obligations. Each Lender agrees to give prompt
written notice to the Company and the Multicurrency Subsidiary Borrowers after
exercising such right of set-off, provided, that the failure to give such notice
will not affect the validity of any set-off nor give rise to any claim or
defense of any Loan Party against the Agent or any Lender. Any amount set off by
a Lender shall be applied to the Obligations in accordance with the provisions
of Section 6.2 below.

         (b) Sharing. If any US Lender or any holder of any Note or the Swing
Line Note shall obtain any payment (whether voluntary, involuntary, by
application of offset or otherwise) upon any Obligation which is to be shared
under this Agreement or any other Loan Document in excess of its share of such
payment, then such Lender or other holders shall purchase from the other US
Lenders or the other holder of Notes and the Swing Line Note such participation
in the relevant Obligation as shall be necessary for such purchasing Lender or
holder to share the excess payment ratably with such other US Lenders or other
holder according to the terms of this Agreement; provided, however, that, if all
or any portion of the excess payment is thereafter recovered from such
purchasing Lender or holder, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest. The Company
and each of the Multicurrency Subsidiary Borrowers agrees that any Lender or
holder so purchasing a participation from another Lender or holder pursuant to
this section may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender or holder were the direct creditor of
the Company or the applicable Multicurrency Subsidiary Borrower in the amount of
such participation.

         2.10 Additional Costs; Illegality and Impossibility.

         (a) Taxes or Reserves. In the event that any Governmental Regulation
now or hereafter


<PAGE>

in effect and whether or not presently applicable to the Lenders, or any
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Lender
with any request or directive of any such authority (whether or not having the
force of law), shall (i) impose any deduction, withholding tax, or other tax or
affect the basis of taxation of payment to any Lender of any amounts payable by
the Company or a Multicurrency Subsidiary Borrower, as applicable, under this
Agreement (other than taxes imposed on the overall net income of any Lender), or
(ii) impose, modify or deem applicable any reserve, special deposit, deposit
insurance or similar requirement against assets of, deposits with or for the
account of, or credit extended by any Lender, or (iii) impose any other
condition with respect to this Agreement, the Notes, the Swing Line Note or any
of the Advances or Swing Line Loans and the result of any of the foregoing is to
increase the cost to any Lender of making, funding or maintaining any of the
Advances or Swing Line Loans or to reduce the amount of any sum receivable by
any Lender thereon, then the Company or a Multicurrency Subsidiary Borrower, as
applicable, will pay to such Lender, from time to time upon request by such
Lender, additional amounts sufficient to compensate such Lender fully for such
increased cost to or reduced sum receivable by such Lender to the extent such
Lender is not expressly compensated therefor in the computation of the interest
rate applicable to the Advances so that such Lender receives, after the making
of such deduction, withholding or other payment, free of any liability in
respect of any such deduction, withholding or payment, a sum equal to that which
it would have received and retained had no such deduction, withholding or
payment been required or made; provided, that neither the Company nor any
Multicurrency Subsidiary Borrower shall be required to pay such compensation to
the extent such increase is attributable to a factor which is not generally
applicable to all banks organized under the same authority as the bank or is
attributable to an increase in deposit insurance rates to levels which do not
exceed those in effect at the date of this agreement, without application of any
retroactive adjustment or rebate. If any Lender seeks reimbursement, it shall
give the Company, the Multicurrency Subsidiary Borrowers and the Agent written
notice, in reasonable detail, of the law, rule or regulation, or interpretation
or administration thereof, which may give rise to the increased cost or reduced
sum receivable to such Lender and the reimbursement obligation of the Company or
the Multicurrency Subsidiary Borrowers. Neither the Company nor any
Multicurrency Borrower shall be obligated to pay any such amount to the extent
it was incurred by such Lender more than 90 calendar days prior to the date of
delivery of such written notice.

         (b) Capital. In the event that any Governmental Regulation now or
hereafter in effect and whether or not presently applicable to any Lender, or
any interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Lender with any guideline, request or directive of any such authority (whether
or not having the force of law), including any risk based capital guidelines
(excluding, however, any capital rules heretofore adopted and issued by any
governmental authority and presently in effect, but including any change in, or
in the interpretation of, any of such capital rules), affects or would affect
the amount of capital required or expected to be maintained by a Lender (or any
corporation controlling a Lender) and the Lender determines that the amount of
such capital is increased by or based upon the existence of such Lender's
obligations hereunder and such increase has the effect of reducing the rate of
return on such Lender's (or such Lender's controlling corporation's) capital as
a consequence of such obligations hereunder to a level below that which such
Lender (or such controlling corporation) could have achieved but for such
circumstances (taking into consideration


<PAGE>

its policies with respect to capital adequacy) by an amount deemed by such
Lender to be material, then the Company and Multicurrency Subsidiary Borrowers
will pay to such Lender additional amounts sufficient to compensate such Lender
(or such Lender's controlling corporation) for any increase in the amount of
capital and reduced rate of return which such Lender reasonably determines to be
allocable to the existence of its obligations hereunder; provided, that, the
Company and the Multicurrency Subsidiary Borrowers shall not be required to pay
such compensation to any Lender, to the extent such reduction is attributable to
any such law, rule or regulations, or interpretation or administration thereof,
or request or directive, as the case may be, that is not generally applicable to
all banks organized under the same authority as such Lender (i.e., if the Lender
is a nationally chartered bank, all nationally chartered banks). If a Lender
seeks reimbursement, it shall give the Company, the Multicurrency Subsidiary
Borrowers and the Agent written notice, and reasonable detail, of the law, rule
or regulation, or interpretation or administration thereof, which may give rise
to the increased cost and the reimbursement obligation of the Company and the
Multicurrency Subsidiary Borrowers. Neither the Company nor the Multicurrency
Subsidiary Borrowers shall be obligated to pay any such amount to the extent it
was incurred by such Lender more than 90 calendar days prior to the date of
delivery of such written notice.

         (c) Illegality and Impossibility.

                  (i) Repayment. In the event that any Governmental Regulation
now or hereafter in effect and whether or not presently applicable to any
Lender, or any interpretation or administration thereof by any governmental
authority (including the Board of Governors Reserve System) charged with the
interpretation or administration thereof, or compliance by any Lender with any
request or directive of such authority (whether or not having the force of law),
including exchange controls, shall make it unlawful or impossible for such
Lender to make, maintain or fund any Fixed Rate Advance at the Adjusted LIBOR
Rate, Cost of Funds Rate, Adjusted euro Rate or Adjusted Dutch LIBOR Rate (as
applicable) or fund Advances in euro or Dutch Guilders under this Agreement, the
Company and the Multicurrency Subsidiary Borrowers shall, upon receipt of notice
thereof from such Lender to the Company, the Multicurrency Subsidiary Borrowers
and the Agent, repay in full to such Lender the then outstanding principal
amount of such LIBOR Rate Advance, Cost of Funds Advance, euro Advance or Dutch
Guilder Advance, as applicable, together with all accrued interest thereon to
the date of payment and all amounts due to such Lender under Section 2.10(d),
(i) on the last day of the then current Loan Period applicable to the Advance if
such Lender may lawfully continue to maintain such Advance at the applicable
rate currency to such day, or (ii) immediately if such Lender may not continue
to maintain such Advance at the applicable rate or currency to such day.

                  (ii) Conversion of Fixed Rate Advances to Floating Rate
Advances. Notwithstanding Section 2.10(c)(i), if such Section would otherwise be
applicable, but a Lender could lawfully maintain the Fixed Rate Advances at the
Floating Rate then, during such period as such Lender cannot maintain the Fixed
Rate Advances at the applicable rate, the Fixed Rate Advances shall bear
interest at a per annum rate equal to the Floating Rate in effect from time to
time. If all events or conditions making it unlawful or impossible for such
Lender to maintain the Fixed Rate Advances at the applicable rate cease to
exist, then the Fixed Rate Advances shall again bear interest at the applicable
rate, commencing on the first day of the next Loan Period immediately


<PAGE>

following the date all such events and conditions so cease to exist.

         (d) Indemnity. If the Company or any Multicurrency Subsidiary Borrower
fails to make any payment of principal or interest in respect of any Fixed Rate
Advance when due or makes any payment or prepayment of the principal of any
Fixed Rate Advance, for any reason, on any date other than the last day of the
Loan Period applicable thereto or if the rate of interest with respect to any
Fixed Rate Advance shall be converted from the applicable rate, pursuant to
Section 2.10(c), on a date other than the last day of the Loan Period applicable
thereto, or if the Company or a Multicurrency Subsidiary Borrower, as
applicable, fails to borrow any Fixed Rate Advance after requesting the same in
accordance with this Agreement, the Company and the Multicurrency Subsidiary
Borrowers shall reimburse the Lender upon written demand for any resulting loss
or expense incurred by such Lender, including any loss incurred in obtaining,
liquidating or employing deposits from third parties. Any written demand shall
include a statement as to the amount of such loss or expense, and be prepared in
good faith and in reasonable detail and shall be submitted by such Lender to the
Company, the Multicurrency Subsidiary Borrowers and the Agent. Calculation of
all amounts payable to a Lender under this Section with regard to Fixed Rate
Advances shall be made as though such Lender shall have funded or committed to
fund such through the purchase of an underlying deposit in an amount equal to
such Advances and having a maturity comparable to such Advances; provided,
however, that each Lender may fund the Fixed Rate Advances in any manner it sees
fit and the foregoing assumption shall be utilized only for the purpose of
calculation of amounts payable under this Section.

         2.11 Withholding Tax Exemption. At least five Business Days prior to
the first date on which interest or fees are payable hereunder for the account
of any Lender, each Lender that is not incorporated under the laws of the United
States of America, or a state thereof, agrees that it will deliver to each of
the Company, the Multicurrency Subsidiary Borrowers and the Agent two duly
completed copies of United States Internal Revenue Service Form 1001 or 4224,
certifying in either case that such Lender is entitled to receive payments under
this Agreement and the Notes without deduction or withholding of any United
States federal income taxes. Each Lender which so delivers a Form 1001 or 4224
further undertakes to deliver to each of the Company, the Multicurrency
Subsidiary Borrowers and the Agent two additional copies of such form (or a
successor form) on or before the date that such form expires (currently, three
successive calendar years for Form 1001 and one calendar year for Form 4224) or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent forms so delivered by it, and such amendments thereto or extensions
or renewals thereof as may be reasonably requested by the Company, the
Multicurrency Subsidiary Borrowers or the Agent, in each case certifying that
such Lender is entitled to receive payments under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises the Company, the Multicurrency Subsidiary
Borrowers and the Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax.

         2.12 Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is


<PAGE>

necessary to convert a sum due from the Company or any Multicurrency Subsidiary
Borrower hereunder in the currency expressed to be payable herein (the
"specified currency") into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Agent
could purchase the specified currency with such other currency at the Agent's
main office in Chicago, Illinois on the Business Day preceding that on which the
final, non-appealable judgment is given. The obligations of each of the Company
and each Multicurrency Borrower in respect of any sum due to any Lender or the
Agent hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Agent, as the case may be, in the specified currency, each of the
Company and each Multicurrency Subsidiary Borrower agrees, to the fullest extent
that it may effectively do so, as a separate obligation and notwithstanding any
such judgment, to indemnify such Lender or the Agent, as the case may be,
against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Agent, as the case may
be, in the specified currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate payment to such
Lender under Section 2.9, such Lender or the Agent, as the case may be, agrees
to remit such excess to such Borrower.

         2.13 Canadian Interest Antidotes. (a) Notwithstanding any other
provision of this Agreement, if and to the extent that the laws of Canada are
applicable to interest payable under this Agreement, no interest on the credit
advanced will be payable in excess of that permitted by the laws of Canada. If
the effective annual rate of interest, calculated in accordance with generally
accepted actuarial practices and principles, would exceed 60% (or such other
rate at the Parliament of Canada may determine from time to time as the criminal
rate) on the credit advanced, then, (i) the amount of any charges for the use of
money, expenses, fees, bonuses, commissions or other charges payable in
connection therewith will be reduced to the extent necessary to eliminate such
excess; (ii) any remaining excess that has been paid will be credited towards
repayment of the principal amount; and (iii) any overpayment that may remain
after such crediting will be returned forthwith on demand. In this paragraph the
terms "interest," "criminal rate" and "credit advanced" have the meaning
ascribed to them in Section 347 of the Criminal Code.




<PAGE>


                                   ARTICLE III

                        CONDITIONS PRECEDENT TO ADVANCES

         3.1 Conditions for Initial Advances. The obligations of the Lenders or
the Swing Line Bank to restructure the Existing Indebtedness and make any
Advances or Swing Line Loans or issue any Letters of Credit on the Effective
Date is subject to receipt by the Agent of the following documents and
completion of the following matters, in form and substance satisfactory to the
Agent and the Required Lenders, on or prior to the Effective Date:

         (a) Charter Documents. Certificates of recent date of the appropriate
authority or official of the State of Minnesota, the Territory of the Virgin
Islands or the Kingdom of the Netherlands, as appropriate, listing all charter
documents of the Company and each other Loan Party on file in that office and
certifying as to the satisfactory status and corporate existence of the Company
and each other Loan Party, together with copies of such charter documents of the
Company and each other Loan Party certified as of a recent date by such
authority or official and certified as true and correct as of the Effective Date
by a duly authorized officer, respectively, of the Company and each other Loan
Party. Also certificates of the appropriate authority or official in Ontario and
each other jurisdiction in which the Company or any Multicurrency Subsidiary
Borrower conducts a material portion of its business, certifying the current
authority of the Company or such Multicurrency Subsidiary Borrower to transact
business in such jurisdiction as a foreign corporation.

         (b) Bylaws and Corporate Authorizations. Copies of the bylaws of the
Company and each other Loan Party together with all authorizing resolutions and
evidence of other corporate action taken by the Company and each other Loan
Party to authorize the execution, delivery and performance by the Company and
each other Loan Party of this Agreement and the other Loan Documents and the
consummation by the Company and each other Loan Party of the transactions
contemplated hereby, certified as true and correct as of the Effective Date by a
duly authorized officer, respectively, of the Company and each other Loan Party.

         (c) Incumbency Certificate. Certificates of incumbency of the Company
and each other Loan Party containing, and attesting to the genuineness of, the
signatures of those officers authorized to act on behalf of the Company and each
other Loan Party in connection with this Agreement and the other Loan Documents
and the consummation by such person of the transactions contemplated hereby,
certified as true and correct as of the Effective Date by a duly authorized
officer, of the Company and each other Loan Party, respectively.

         (d) Notes; Swing Line Note. (i) The Notes, executed and delivered by
duly authorized officers of the Company and the Multicurrency Subsidiary
Borrowers, as applicable. (ii) The Swing Line Note, executed and delivered by a
duly authorized officer of the Company.

         (e) Guaranties. Reaffirmations by each Guarantor of its respective
Guaranty in substantially the form of Exhibit 3.1(e).

         (f) Legal Opinions. The written opinion of counsel for the Company in
the form of


<PAGE>

Exhibit 3.1(f).

         (g) Consents, Approvals, Etc. Copies of all governmental and
nongovernmental consents, approvals, authorization, declarations, registrations
or filings, if any, required on the part of the Loan Parties in connection with
the execution, delivery and performance of this Agreement and the other Loan
Documents or the transactions contemplated hereby or as a condition to the
legality, validity or enforceability of this Agreement or the other Loan
Documents, certified as true and correct and in full force and effect as of the
Effective Date by a duly authorized officer of each Loan Party.

         (h) Satisfaction of Legal Counsel. Satisfaction of legal counsel to the
Agent with all documents and instruments delivered hereunder or under any other
Loan Document and all proceedings related to the consummation of the
transactions contemplated by this Agreement and the other Loan Documents, and
delivery to the Agent and such legal counsel of copies (executed or certified as
may be appropriate) of all legal documents or proceedings which the Agent or
such legal counsel may reasonably request in connection with the consummation of
such transactions.

         (i) Year 2000. Satisfactory evidence that each Loan Party and its
respective Subsidiaries: (a) have made a full and complete assessment of its
material Year 2000 Issues; (b) have a realistic and achievable program for
remediating its material Year 2000 Issues, including a timetable and budget of
anticipated costs; and (c) have a source of funds for any such anticipated costs
as required in the budget.

         3.2 Further Conditions for Advances. The obligation of the Lenders or
the Swing Line Bank to make any Advance, Swing Line Loan or issue any Letter of
Credit is further subject to the satisfaction of the following conditions
precedent on each Funding Date:

         (a) Representations True. The representations and warranties contained
in Article IV of this Agreement shall be true and correct on and as of any
Funding Date where (i)a Fixed Rate Advance or Swing Line Loan is advanced or
extended or (ii)the aggregate principal amount of all Advances is increased
(both before and after such Advance is made), as if such representations and
warranties were made on and as of such date.

         (b) No Default. No Default or Event of Default shall exist or shall
have occurred and be continuing on such Funding Date (both before and after such
Advance or Swing Line Loan is made).

         (c) No Material Adverse Event. Nothing shall have occurred since March
31, 1999 or, if later, the date of the audited financial statements most
recently delivered to the Agent and the Lenders, which the Agent or the Required
Lenders shall determine either (i) constitutes a Material Adverse Event or (ii)
has, or may have, a material adverse effect on the rights or remedies of the
Agent and the Lenders under this Agreement or any other Loan Document.

         (d) Request for Advances. In the case of any Advance or Swing Line
Loan, the Agent shall have timely received the request for Advance in accordance
with Section 2.3 or Section 2.1(c), as applicable, in form and substance
reasonably satisfactory to the Agent.


<PAGE>

The Company and each applicable Multicurrency Subsidiary Borrower will be deemed
to have made a representation and warranty to the Agent and the Lenders at the
time of making of each Advance or Swing Line Loan to the effect set forth in
clauses (a) and (b) of this Section 3.2. For purposes of this Section 3.2, the
representations and warranties contained in Section 4.6 shall be deemed made
with respect to the most recent financial statements delivered pursuant to
Section 5.1(d).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         The Company and each Multicurrency Subsidiary Borrower represents and
warrants to the Agent and the Lenders as follows, on the Effective Date and on
each Funding Date:

         4.1 Corporate Existence and Power. Each Loan Party is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and is duly qualified to do business, and is
in good standing, in all applicable jurisdictions where such qualification is
necessary under applicable law and the failure to be so qualified would
constitute a Material Adverse Event. Each Loan Party has all requisite corporate
power to own or lease the properties used in its business and to carry on its
business as now being conducted and as proposed to be conducted, and to execute
and deliver this Agreement and the other Loan Documents to which it is a party
and to engage in the transactions contemplated by this Agreement.

         4.2 Corporate Authority. The execution, delivery and performance by the
Company and each of the Multicurrency Subsidiary Borrowers of this Agreement and
by the respective Loan Parties of the other Loan Documents have been duly
authorized by all necessary corporate action does not require any approval or
consent of, or any registration, qualification or filing with, any Governmental
Authority or consent of any other Person, does not and will not conflict with,
result in any violation of or constitute any default under, any provision of the
Articles of Incorporation or By-laws or other corporate organizational documents
of any Loan Party, any material agreement binding on or applicable to a Loan
Party or any of its property, and are not in contravention of any law,
Governmental Regulations, court decree or order, or By-laws, or of any contract
or undertaking to which any Loan Party is a party or by which any Loan Party or
its property may be bound or affected and have a Material Adverse Effect and do
not result in the creation or imposition of any Lien.

         4.3 Binding Effect. This Agreement is, and each of the Loan Documents
when delivered hereunder will be, the legal, valid, and binding obligations of
each Loan Party, enforceable against the respective Loan Party in accordance
with their respective terms.

         4.4 Subsidiaries. All Subsidiaries of the Company are listed on
Schedule 4.4, together with their jurisdiction of incorporation or formation and
the ownership of their stock or other equity interests. The Company may from
time to time submit updates to Schedule 4.4 to the Agent as appropriate to keep
this representation correct. Ag-Chem Equipment International, Inc. has
operations and assets worth no more than $10,000.


<PAGE>

         4.5 Litigation. Except as set forth in Schedule 4.5, there is no
action, suit or proceeding at law or equity, or before or by any Governmental
Authority pending or, to the best of the Company's and each Multicurrency
Subsidiary Borrower's knowledge, threatened against or affecting any Loan Party
which if adversely decided might result, either individually or collectively, in
any Material Adverse Event or in any adverse effect on the legality, validity or
enforceability of this Agreement or any other Loan Document and, to the best of
the Company's and each Multicurrency Subsidiary Borrower's knowledge, there is
no basis for any such action, suit or proceeding; and no Loan Party in default
with respect to any final judgment, writ, injunction, decree, rule or regulation
of any Governmental Authority where the effect of such default would be a
Material Adverse Event.

         4.6 Financial Condition. The financial statements listed in Schedule
4.6, copies of which have been furnished to the Lenders, fairly present, and the
financial statements delivered pursuant to Section 5.1(d) will fairly present,
the financial position of the Company and its consolidated Subsidiaries as of
the respective dates thereof, and the results of operations and cash flow of the
Company and its consolidated Subsidiaries for the respective periods indicated,
all in accordance with GAAP consistently applied (subject, in the case of
interim statements, to normal, immaterial year-end audit adjustments). There has
been no Material Adverse Event since September 30, 1998. There is no undisclosed
material Contingent Liability of any Loan Party, which if determined adversely
to the Company and its consolidated Subsidiaries, would be a Material Adverse
Event, that is not reflected in such financial statements or in the notes
thereto. As of the date hereof, no Default or Event of Default exists.

         4.7 Use of Advances. The Company and the Multicurrency Subsidiary
Borrowers will use the proceeds of the Advances for working capital and other
general corporate purposes. Neither the Company nor any Multicurrency Subsidiary
Borrower extends or maintains, in the ordinary course of business, credit for
the purpose, whether immediate, incidental, or ultimate, of buying or carrying
margin stock (within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System), and no part of the proceeds of any Advance or Swing
Line Loan will be used by the Company or any Multicurrency Subsidiary Borrower
for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying any such margin stock or maintaining or extending credit to others for
any such purpose which violates, or which is inconsistent with, any regulations
promulgated by the Board of Governors of the Federal Reserve System.

         4.8 Consents, Etc. No consent, approval or authorization of or
declaration, registration or filing with any Governmental Authority or any
non-governmental person, including any creditor, lessor or shareholder of the
Company or a Multicurrency Subsidiary Borrower, is required on the part of any
Loan Party in connection with the execution, delivery and performance of this
Agreement and the other Loan Documents or the transactions contemplated hereby
or as a condition to the legality, validity or enforceability of this Agreement
and the other Loan Documents.

         4.9 Taxes. Each Loan Party has filed all tax returns (federal, state
and local) required by Governmental Regulations to be filed and have paid all
taxes required to be paid, including interest and penalties, or has established
adequate financial reserves on its books and records for


<PAGE>

payment thereof. Neither the Company nor any Multicurrency Subsidiary Borrower
knows of any material proposed tax assessment or any basis therefor, has no
knowledge of any objections to or claims for additional taxes by taxing
authorities for subsequent years which could be a Material Adverse Event, and no
extension of time for the assessment of deficiencies in any federal or state tax
has been granted to any Loan Party.

         4.10 Title to Properties. Except as otherwise disclosed in the latest
balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement,
each Loan Party has a valid and indefeasible ownership interest in all of the
properties and assets reflected in its balance sheet or subsequently acquired by
it. All of such properties and assets are free and clear of any Lien, except for
Permitted Liens.

         4.11 Compliance with Governmental Regulations. Each Loan Party is in
compliance in all material respects with all Governmental Regulations (including
Environmental Laws) applicable to it or its business or properties. Without
limiting the generality of the foregoing, all Permits are in full force and
effect, no notice of any violation with a potential liability in excess of
$2,000,000 has been received in respect of any such Permits and no proceeding is
pending or, to the knowledge of the Company and the Multicurrency Subsidiary
Borrowers, threatened to terminate, revoke or limit any such Permits.

         4.12 ERISA. The Company, its ERISA Affiliates and their respective
Plans are in compliance in all material respects with those provisions of ERISA
and of the Code which are applicable with respect to any Plan. No Prohibited
Transaction or Reportable Event has occurred with respect to any such Plan.
Neither the Company nor any of its ERISA Affiliates are an employer with respect
to any Multiemployer Plan. Neither the Company nor any of its ERISA Affiliates
has established, maintained or contributed to any Multiemployer Plan during the
five (5) year period preceding the date of this Agreement. Neither the Company
nor any of its ERISA Affiliates have taken any action or failed to take any
action which, nor are there any other circumstances or events relating to any
Multiemployer Plan the occurrence of which, would result in the imposition on
the Company or any of its ERISA Affiliates of "withdrawal liability" within the
meaning of Section 4201 of ERISA. The Company and its ERISA Affiliates have met
the minimum funding requirements under ERISA and the Code with respect to each
of their respective Plans, if any, and have not incurred any liability to the
PBGC or any Plan; nor has the Company or its ERISA Affiliates engaged in a
transaction which would subject it to tax, penalty, or liability for prohibited
transactions imposed by ERISA or the Code. The execution, delivery and
performance of this Agreement and the other Loan Documents does not constitute a
Prohibited Transaction.

         4.13 Environmental and Safety Matters. Except as disclosed in Schedule
4.13:

         (a) Compliance. Each Loan Party, to the best of its knowledge, is in
compliance with all Environmental Laws in jurisdictions in which it owns or
operates, or has owned or operated, a facility or site, or arranges or has
arranged for disposal or treatment of Hazardous Materials, accepts or has
accepted for transport any Hazardous Materials or holds or has held any interest
in property, including the Company's or any Multicurrency Subsidiary Borrower's
property, except where any non-compliance, individually or in the aggregate,
reasonably would not be expected to result in a


<PAGE>

Material Adverse Event.

         (b) No Notices. No claim or demand, whether brought by any Governmental
Authority, private person or otherwise, arising under, relating to or in
connection with any Environmental Laws is pending or, to the best of the
Company's or each Multicurrency Subsidiary Borrower's knowledge, threatened
against any Loan Party, any property or any past or present operation of any
Loan Party which could result in a Material Adverse Event.

         (c) Knowledge. Neither the Company nor any Multicurrency Subsidiary
Borrower is aware of any existing violation or non-compliance of Environmental
Laws at or about any property of a Loan Party, and neither the Company nor any
Multicurrency Subsidiary Borrower has any knowledge of any actions commenced or
threatened by any party for or related to or arising out of non-compliance with
Environmental Laws which apply to any property, activities at any property or
Hazardous Materials at, from or affecting any property of a Loan Party and which
reasonably would be expected to result in a Material Adverse Event or a
liability in excess of $5,000,000. Neither the Company nor any Multicurrency
Subsidiary Borrower is aware that it is the subject of any Governmental
Authority investigation evaluating whether any remedial action is needed to
respond to a release of any Hazardous Materials in the environment, and has not
received any notice of any Hazardous Materials, or upon any of its properties,
in violation of any Environmental Laws which, in either event, reasonably would
be expected to result in a Material Adverse Event or a liability in excess of
$5,000,000. No property of the Company or any Multicurrency Subsidiary Borrower,
and to the best of the Company's and each Multicurrency Subsidiary Borrower's
knowledge, no property of any Loan Party, appears on the National Priority List
(as defined under federal law) or any state listing which identifies sites for
remedial clean-up or investigatory actions. To the best of the Company's and
each Multicurrency Subsidiary Borrower's knowledge, none of the property has
been contaminated with substances which give rise to a clean-up obligation under
any Environmental Law or common law, which in the aggregate are reasonably
expected to cost the Loan Parties in excess of $5,000,000.

         (d) Release. No release, threatened release or disposal of Hazardous
Materials is occurring or has occurred on, under or to any property, in which
any Loan Party holds any interest or performs any of its operations, in
violation of any Environmental Laws which reasonably could be expected to result
in a Material Adverse Event or a liability in excess of $5,000,000.

         4.14 Investment Company Act; Unregistered Securities. Neither the
Company nor any Multicurrency Subsidiary Borrower is an "investment company," or
"principal underwriter," or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

         4.15 Public Utility Holding Company. Neither the Company nor any
Multicurrency Subsidiary Borrower is a "holding company" or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company,"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

         4.16 Disclosure. No report or other information furnished in writing by
or on behalf of


<PAGE>

the Agent or any Lender in connection with the negotiation or administration of
this Agreement contains any material misstatement of fact or omits to state any
material fact or any fact necessary to make the statements contained therein not
misleading. Neither this Agreement, the other Loan Documents, nor any other
document, certificate, or report or statement or other information furnished the
Agent or any Lender by or on behalf of any Loan Party in connection with the
transactions contemplated hereby, including any Advances or Swing Line Loans
made hereunder, contains any untrue statement of a material fact or omits to
state a material fact in order to make the statements contained herein and
therein not misleading. There is no fact known to the Company or any
Multicurrency Subsidiary Borrower which materially and adversely affects, or
which in the future could be expected to materially and adversely affect, the
business, properties, operations, condition, financial or otherwise, or
prospects of any Loan Party, which has not been set forth in this Agreement or
in the other documents, certificates, statements, reports and other information
furnished in writing to the Agent by or on behalf of any Loan Party in
connection with the transactions contemplated hereby.

         4.17. Year 2000 Issues. Each Loan Party and each of its respective
Subsidiaries has made a full and complete assessment of its material Year 2000
Issues and has a realistic and achievable program for remediating such Year 2000
Issues on a timely basis. Based on this assessment and program, neither a Loan
Party nor any of its Subsidiaries reasonably anticipates any material adverse
effect on its operations, business or financial condition as a result of Year
2000 Issues.


                                    ARTICLE V

                                    COVENANTS

         5.1 Affirmative Covenants. Each of the Company and the Multicurrency
Subsidiary Borrowers covenants and agrees that, until the Termination Date and
thereafter until payment in full of the principal of and accrued interest on the
Notes and the Swing Line Note and the payment or performance of all other
Obligations, and unless the Required Lenders otherwise consent in writing, the
Company and each Multicurrency Subsidiary will, and will cause each Loan Party
to:

         (a) Preservation of Corporate Existence, Etc. Do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
legal existence, and its qualification as a foreign corporation in good standing
in each jurisdiction in which such qualification is necessary under applicable
Governmental Regulations and where the failure to be so qualified reasonably
could be expected to constitute a Material Adverse Event, and the Permits
(including those required under Environmental Laws), and intellectual property
material to the conduct of its businesses; and defend all of the foregoing
against all claims by or before any Governmental Authority.

         (b) Compliance with Laws, Etc. Comply in all material respects with all
applicable Governmental Regulations (including ERISA, the Code and Environmental
Laws) in effect from time to time; and pay and discharge promptly when due all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income, revenues or property, before the same will become delinquent or in
default, as well as all lawful claims for labor, materials and supplies or

<PAGE>

otherwise, which, if unpaid, might give rise to any Lien upon such properties or
any portion thereof, except to the extent that payment of any of the foregoing
is then being contested in good faith by appropriate legal proceedings and with
respect to which adequate financial reserves have been established on the books
and records of the Company and the Multicurrency Subsidiary Borrowers.

         (c) Maintenance of Properties; Insurance. Maintain, preserve and
protect all property that is material to the conduct of its business and keep
such property in good repair, working order and condition and from time to time
make, or cause to be made all needed and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times in
accordance with customary and prudent business practices for similar businesses;
and maintain in full force and effect insurance with responsible and reputable
insurance companies or associations in such amounts, on such terms and covering
such risks, including fire and other risks insured against by extended coverage,
as is usually carried by companies engaged in similar businesses and owning
similar properties similarly situated and maintain in full force and effect
public liability insurance, insurance against claims for personal injury or
death or property damage occurring in connection with any of its activities or
any of any properties owned, occupied or controlled by it, in such amounts as it
reasonably will deem necessary, and maintain such other insurance as may be
required by Governmental Regulations or as reasonably may be requested by the
Agent for purposes of assuring compliance with this Section 5.1(c).

         (d) Reporting Requirements. Furnish to the Agent and each Lender the
following:

                  (i) promptly and in any event within three Business Days after
becoming aware of the occurrence of (A) any Default or Event of Default, (B) the
commencement of any material litigation or Governmental Authority investigation
against, by or affecting a Loan Party or any of its properties or business
operations in which the damages claimed could exceed $2,000,000 or which is
otherwise material (other than litigation where insurance insures against the
damages claimed and the insurer has assumed defense of the litigation), and any
material developments therein, or (C) any development in the business or affairs
of any Loan Party which has resulted in or which is likely, in the reasonable
judgment of the Company, to result in a Material Adverse Event, a statement of
the Chief Financial Officer of the Company setting forth details of such Default
or Event of Default or such event or condition or such litigation and the action
which the affected person has taken and proposes to take with respect thereto;

                  (ii) as soon as available and in any event within 45 days
after the end of each fiscal quarter of the Company, the unaudited financial
statements of the Company and its consolidated Subsidiaries, consisting of a
balance sheet as of the close of such period and related statement of earnings
for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter on a consolidated and consolidating basis, setting forth
in each case in comparative form the corresponding figures for the corresponding
date or period of the preceding fiscal year, all in reasonable detail and duly
certified (subject to normal, immaterial year-end audit adjustments) by the
Chief Financial Officer of the Company as having been prepared in accordance
with GAAP, together with a certificate of the Chief Financial Officer of the
Company stating that (A) no Default or Event of


<PAGE>

Default has occurred and is continuing or, if any Default or Event of Default
has occurred and is continuing, a statement setting forth the details thereof
and the action which the applicable person has taken and proposes to take with
respect thereto, and (B) a computation (which computation will accompany such
certificate and will be in reasonable detail) showing compliance with Sections
5.2(a), (b) and (c) in conformity with the terms of this Agreement. The
financial statements described in Section 5.1(d)(ii) will be accompanied by a
certificate signed by the Company's Chief Financial Officer stating that, to the
best of his or her knowledge, such unaudited financial statements fairly present
the Company's financial position as of the date and for the period covered
subject, however, to year-end adjustments which, in the aggregate, are not
materially adverse and are not likely to result in a Material Adverse Event.

                  (iii) as soon as available and in any event within 90 days
after the end of each fiscal year of the Company, a copy of the audited balance
sheet of the Company and its consolidated Subsidiaries and the related
statements of operations, stockholder's equity and cash flow, for such fiscal
year on a consolidated or consolidating basis, with a customary audit report of
independent certified public accountants selected by the Company and acceptable
to the Agent, without qualifications unacceptable to the Agent, together with a
certificate of the Chief Financial Officer of the Company stating that (A) no
Default or Event of Default has occurred or is continuing, or if any Default or
Event of Default has occurred and is continuing, a statement setting forth the
details thereof and the action which the applicable person has taken and
proposes to take with respect thereto, and (B) a computation (which computation
will accompany such certificate and will be in reasonable detail) showing
compliance with Sections 5.2(a) and (b), (c) in conformity with the terms of
this Agreement;

                  (iv) promptly after receipt thereof by the Company, copies of
any audit or management reports submitted to it by independent accountants in
connection with any audit, interim audit or other report submitted to the board
of directors (or other governing body) of the Company;

                  (v) promptly after the same are available, copies of each
annual report, proxy or financial statement or other communication sent to the
Company's stockholders and copies of all annual, regular, periodic and special
reports and registration statements which the Company may file or be required to
file with the Securities and Exchange Commission or with any securities exchange
or the National Association of Securities Dealers, Inc.; and,

                  (vi) promptly, such other information respecting the business,
properties, operations or condition, financial or otherwise, of the Company or
any of its Subsidiaries as the Agent or any Lender from time to time reasonably
may request.

         (e) Accounting; Access to Records, Books, Etc. Maintain a system of
accounting established and administered in accordance with sound business
practices to permit preparation of financial statements in accordance with GAAP
and to comply with the requirements of this Agreement and, at any reasonable
time and from time to time, (i) permit the Agent, the Lenders or any agents or
representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, any Loan Party and
to discuss the affairs, finances and accounts of such person with their
respective directors, officers, employees and independent auditors, and by this
provision each of the Company and each Multicurrency Subsidiary


<PAGE>

Borrower does hereby authorize the same and (ii) permit the Agent or any of its
agents or representatives to conduct a comprehensive field audit of its books,
records, properties and assets. The Agent and the Lenders agree that they will
endeavor to provide prior written notice of any such visit or audit, provided,
however, the failure to give such notice will not affect the rights of the Agent
and the Lenders under this Section 5.1(e).

         (f) Compliance with Environmental Laws; Hold Harmless and
Indemnification. Timely comply with all applicable Environmental Laws, except
where any such noncompliance, individually or in the aggregate, reasonably would
not be expected to result in a Material Adverse Event. Each of the Company and
each Multicurrency Subsidiary Borrower hereby agrees to indemnify and hold the
Agent and the Lenders harmless from and against any and all claims, and all
costs and expenses incurred in connection herewith (including attorney's fees
and expenses), caused directly or indirectly, in whole or in part, by (i) the
presence on or under any of the Company's or other Loan Party's properties, of
any Hazardous Materials, or any releases or discharges of any Hazardous
Materials on, under or from, or (ii) any activity carried on or undertaken on or
off any property, whether prior to the Effective Date or whether by a Loan Party
or any predecessor entity, or any employees, agents, contractors or
subcontractors of a Loan Party or any predecessor entity, or any third persons
at any time present on any property, in connection with the handling, treatment,
removal, storage, decontamination, clean-up, transport or disposal of any
Hazardous Materials at any time located or present on or under any property.

         (g) Further Assurances. Execute and deliver promptly after request
therefor by the Agent, all documents, and instruments and take all further
action that may be necessary or desirable, or that the Agent may request, in
order to give effect to, and to aid in the exercise and enforcement of the
rights and remedies of the Agent and the Lenders under this Agreement and the
other Loan Documents.

         (h) Year 2000. Each Loan Party and its each of its respective
Subsidiaries will take all actions reasonably necessary to assure that the Year
2000 Issues will not have a Material Adverse Effect on the business operations
or financial condition of the Loan Parties and their respective Subsidiaries.
Each Loan Party and its respective Subsidiaries will provide the Lenders with a
copy of their respective Year 2000 programs, including updates and progress
reports upon request. Each Loan Party and its respective Subsidiaries will
advise the Lenders of any reasonably anticipated Material Adverse Effect as a
result of Year 2000 Issues.

         (i) Payment of Taxes and Claims; Tax Consolidation. Each of the Company
and the Multicurrency Subsidiary Borrowers shall pay, and cause each of its
Subsidiaries to pay, (i) all taxes, assessments and other governmental charges
imposed upon it or on any of its properties or assets or in respect of any of
its franchises, business, income or property before any penalty or interest
accrues thereon, and (ii) all claims (including, without limitation, claims for
labor, services, materials and supplies) for sums which have become due and
payable and which by law have or may become a Lien (other than a Lien permitted
by Section 5.2(e)) upon any of the Company's, any Multicurrency Subsidiary
Borrower's or any other Subsidiary's property or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
that no such taxes, assessments and governmental charges referred to in clause
(i) above or claims referred to in clause


<PAGE>

(ii) above (and interest, penalties, fines or other amounts relating thereto)
need be paid if being contested in good faith by appropriate proceedings
diligently instituted and conducted and if such reserve or other appropriate
provision, if any, as shall be required in conformity with Agreement Accounting
Principles shall have been made therefor.

         5.2 Negative Covenants. Until the Termination Date and thereafter until
payment in full of the principal of and accrued interest on the Notes and the
Swing Line Note and the payment and performance of all other Obligations, and
unless the Required Lenders otherwise consent in writing, neither the Company
nor any Multicurrency Subsidiary Borrower will, nor will any of the foregoing
permit any Loan Party to:

         (a) Tangible Net Worth. Permit or suffer Tangible Net Worth to be, at
any time after the Effective Date, less than the sum of (i) $57,500,000, plus
(ii)the net amount of any proceeds from the sale of the Company's equity
interests received by the Company after the Effective Date, plus (iii)fifty
percent (50%) of annual Net Income accumulated from September 30, 1998,
beginning with the calculation for the year ending September 30, 1999; provided,
however, that no deduction will be made for any fiscal year where net income is
less than zero and any loss will not reduce any amount added for any other
fiscal year.

         (b) Total Liabilities to Tangible Net Worth. Permit or suffer the ratio
of Total Liabilities to Tangible Net Worth to exceed (i) 2.75 to 1.0 at the end
of each fiscal quarter ending on June 30 or September 30, or (ii) 3.25 to 1.00
at the end of each fiscal quarter ending on December 31 or March 31.

         (c) Interest Coverage Ratio. Permit or suffer the Interest Coverage
Ratio to be less than (i) 2.25 to 1.0 from the Effective Date through September
30, 1999 and (ii) 2.50 to 1.0 from October 1, 1999 through the Termination Date.

         (d) Indebtedness. Create, incur, assume or in any manner become liable
in respect of, or suffer to exist, any Indebtedness other than:

                  (i) the Advances and indebtedness under the Short Term Credit
Agreement (and any guaranties thereof);

                  (ii) Indebtedness to persons (including guaranties of
Indebtedness) other than the Lenders under this Agreement, as described on
Schedule 5.2(d), having the same material terms as those existing on the date of
this Agreement, and provided, that (i) with respect to the indebtedness
outstanding to Mass Mutual and Prudential Insurance, or their permitted
successors or assigns, any extension, renewal or replacement thereof (including
by a different person) not to exceed the original principal amount of such loan,
on an unsecured basis and at the then prevailing market terms, and (ii) with
respect to any other indebtedness described on Schedule 5.2(d), any extension,
renewal or replacement thereof (but without increase in the principal amount
outstanding at the time of such extension, renewal or replacement);

                  (iii)    Indebtedness secured by Permitted Liens;


<PAGE>

                  (iv) Indebtedness of up to $1,000,000 from state or local
governmental authorities or sub-divisions thereof or local development
authorities, provided that so long as any Default or Event of Default shall
exist and be continuing, such indebtedness may not be increased above the amount
existing at the time of such Default or Event of Default;

                  (v) Subordinated Debt which is acceptable to the Required
Lenders in their sole discretion, including the terms of the subordination
agreement covering the Subordinated Debt;

                  (vi) guaranties of Indebtedness which in the aggregate do not
exceed $1,000,000 at any time or other indebtedness not to exceed $500,000 at
any time (to the extent such guaranties or indebtedness is not permitted under
clause(ii) above); provided that so long as any Default or Event of Default
shall exist and be continuing, such guaranties may not be increased from the
guaranties existing at the time of such Default or Event of Default;

                  (vii) Indebtedness of one Loan Party or a subsidiary thereof
to another Loan Party or a subsidiary thereof; and

                  (viii) any interest rate or currency swap, rate, cap, or
similar transactions entered into with a Lender or any of its affiliates.

         (e) Liens. Create, incur or suffer to exist any Lien on any of the
assets, rights, revenues or property, real, personal or mixed, tangible or
intangible, whether now owned or hereafter acquired, of any Loan Party other
than:

                  (i) Liens for taxes not delinquent or for taxes being
contested in good faith by appropriate proceedings and as to which adequate
financial reserves have been established on its books and records;

                  (ii) Liens (other than any Lien imposed by ERISA) created and
maintained in the ordinary course of business which are not material in the
aggregate, and which would not constitute or result in a Material Adverse Event,
and which constitute (A) pledges or deposits under worker's compensation laws,
unemployment insurance laws or similar legislation, (B) good faith deposits in
connection with bids, tenders, contracts or leases to which a Loan Party is a
party for a purpose other than borrowing money or obtaining credit, including
rent security deposits, (C) Liens imposed by law, such as those of carriers,
warehousemen and mechanics, if payment of the obligation secured thereby is not
yet due, (D) Liens securing taxes, assessments or other governmental charges or
levies not yet subject to penalties for nonpayment, and (E) pledges or deposits
to secure public or statutory obligations of such Loan Party, or surety, customs
or appeal bonds to which such Loan Party is a party;

                  (iii) Liens affecting real property which constitute minor
survey exceptions or defects or irregularities in title, minor encumbrances,
easements or reservations of, or rights of others for, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of such real property; provided,
however, that all of the


<PAGE>

foregoing, in the aggregate, do not at any time materially detract from the
value of said properties or materially impair their use in the operation of the
businesses of any Loan Party;

                  (iv) each Lien described in Schedule 5.2(e) which may be
suffered to exist upon the same terms as those existing on the date hereof, and
any extension, renewal or replacement thereof (but without increase in the
principal amount secured thereby outstanding at the time of such extension,
replacement, or renewal and provided such Liens will not extend to cover any
additional property);

                  (v) Liens resulting from any action, suit, proceeding, appeal
or contest at law or equity brought in good faith by or against the Company or a
Multicurrency Subsidiary Borrower before a Governmental Authority within the
European Union;

                  (vi) purchase money Liens upon or in property of a Loan Party,
provided, however, that no such Lien will extend to or cover any other property
of any Loan Party and the amount of any such Lien will not exceed the purchase
price of the related collateral; and

                  (vii) Liens pursuant to any Capital Lease under which a Loan
Party is the lessee.

         (f) Merger; Purchase of Assets; Acquisitions; Etc. Other than the New
Holland Venture, purchase or otherwise acquire, whether in one or a series of
transactions, all or a substantial portion of the business, assets, rights,
revenues or property, real, personal or mixed, tangible or intangible, of any
person, or all or a substantial portion of the capital stock of or other
ownership interest in any other person or merge or consolidate or amalgamate
with any other person or take any other action having a similar effect, nor
enter into any joint venture or similar arrangement with any other person, if
any combination of the aforementioned, in the aggregate, exceeds $5,000,000 in
any fiscal year; provided, that this Section 5.2(f) will not prohibit any merger
or consolidation solely between or among (i) the Company and any Subsidiary, so
long as the Company is the surviving person of such merger or consolidation or
(ii) Ag-Chem Europe, B.V. and any of its Subsidiaries, so long as Ag-Chem
Europe, B.V. is the surviving person of such merger or consolidation.

         (g) Disposition of Assets; Etc. Sell, lease, license, transfer, assign
or otherwise dispose of any of its business, assets, rights, revenues or
property, real, personal or mixed, tangible or intangible, whether in one or a
series of transactions, other than (i) inventory sold in the ordinary course of
business upon customary credit terms, which for purposes of this Section 5.2(g),
shall include any sales of inventory by the Company to the New Holland Venture,
and sales of obsolete or damaged material or equipment, (ii) the sale of all or
part of Ag-Chem Equipment Co International Corp, a Virgin Islands corporation,
(iii) transfers from one Loan Party to another Loan Party, (iv) intellectual
property owned and licensed by the Company in the ordinary course of business,
provided that for purposes of this clause (iv) "ordinary course" shall be
defined as the ordinary course of business for the Company in the particular
geographic region in which such intellectual property is being licensed, (v)
transfers of assets from any Loan Party to any subsidiary thereof, irrespective
of whether such subsidiary is a Loan Party, so long as the aggregate dollar
value of such transfers in any fiscal year does not exceed $5,000,000 and (vi)
other sales of assets (excluding assets sold in connection with the New Holland
Venture) not to exceed $3,000,000 in the aggregate for all Loan Parties during
any fiscal year of the Company; provided that so long as any


<PAGE>

Default or Event of Default shall exist and be continuing, no sales or transfers
under clauses (ii), (iii) or (v) above may be made beyond those contracted for
at the time of such Default or Event of Default.

         (h) Fiscal Year. Change its fiscal year end from September 30.

         (i) Investments. Make, commit to make or permit to exist any loans,
investments, advances or extensions of credit to any person, firm or
corporation, other than: (i) Cash Equivalents, (ii) loans not to exceed $500,000
at any time outstanding and travel advances extended to officers and employees
of a Loan Party in the ordinary course of business, (iii)investments existing on
the Effective Date in Subsidiaries that are not Loan Parties, (iv) investments
by the Company or any Multicurrency Subsidiary Borrower in other Loan Parties,
(v) loans from one Loan Party to another Loan Party, (vi) loans or extensions of
credit granted in the ordinary course of business to purchasers or lessees of a
product sold or leased by a Loan Party, which for purposes of this Section
5.2(i), shall include any loans or extensions of credit to the New Holland
Venture as a purchaser of products sold by a Loan Party, so long as neither the
Company nor any Multicurrency Subsidiary Borrower is in violation of the
financial covenants in this Agreement, (vii) investments related to the New
Holland Venture; provided that such investments do not exceed $2,000,000 in
calendar year 1999 and do not exceed $500,000 in any calendar year thereafter;
provided, further, that, for purposes of this clause (vii), "investments" shall
include any transfer of any assets by the Company to the New Holland Venture, or
(viii) other investments which in the aggregate do not exceed $3,000,000 in any
fiscal year of the Company.

         (j) Capital Expenditures. Make Capital Expenditures on an aggregate
basis for all Loan Parties during any fiscal year of the Company in excess of
$20,000,000.

         (k) Transactions with Affiliates. Enter into, or permit or suffer to
exist, or be a party to, other than the New Holland Venture, any transaction or
arrangement, including the purchase, sale, exchange or use of any property or
asset, or any interest therein, whether real, personal or mixed, or tangible or
intangible, or the rendering of any service, with any Affiliate that is not a
Loan Party or any director or officer of any Loan Party, except in the ordinary
course of and pursuant to the reasonable requirements of the Loan Party's
business and upon fair and reasonable terms which are no less favorable to such
Loan Party than could be obtained in a comparable arms-length transaction with a
person not an Affiliate or a director or officer of the Loan Party.

         (l) Dividends. Declare or pay dividends or make other stockholder
distributions or redemptions of its capital stock, or commit to make any
distribution of cash or property to its shareholders at any time after the
Effective Date; provided, however, that so long as no Default or Event of
Default has occurred and is continuing and no Default or Event of Default would
occur upon payment of such amounts, (i) the Company may pay cash dividends or
dividends paid solely in shares of the Company, and (ii) the Company may
repurchase or redeem shares of its capital stock for an amount not to exceed
$3,000,000 per fiscal year.

         (m) Corporate Documents. Neither the Company nor any of its
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in its respective articles of incorporation


<PAGE>

and by-laws (or the equivalents thereof) as in effect on the date hereof that is
reasonably likely to result in a Material Adverse Effect, without the prior
written consent of the Required Lenders.

                                   ARTICLE VI

                                     DEFAULT

         6.1 Events of Default. The occurrence of any one of the following
events or conditions shall be deemed an "Event of Default" hereunder unless
waived by the Lenders or the Required Lenders, as applicable pursuant to Section
8.1:

         (a) Nonpayment. The Company or any Multicurrency Subsidiary Borrower,
as applicable, shall fail to pay (i) when due (whether by mandatory prepayment
or otherwise) the outstanding principal balance of the Notes or the Swing Line
Note, or (ii) more than five Business Days after the due date, any interest on
the Notes or the Swing Line Note, or (iii) more than thirty days after the due
date, any fees due the Agent or any Lender or any other Obligations payable
hereunder, or (iv)any principal amount under the Short Term Credit Agreement
when due, or any interest due the Agent or the Lenders under the Short Term
Credit Agreement more than five Business Days after the due date, or (v) any
fees or other Obligations due the Agent or the Lenders under the Short Term
Agreement more than thirty days after the due date.

         (b) Misrepresentation. Any representation or warranty made by the
Company or any Loan Party in Article IV or in any other Loan Document or in any
certificate, report, financial statement or other document furnished by or on
behalf of the Company or any Loan Party in connection with this Agreement or the
Loan Documents shall prove to have been incorrect in any material respect when
made or deemed made.

         (c) Certain Covenants. Any term, covenant or agreement contained in
Section 5.2 shall be breached and such breach shall not have been cured.

         (d) Other Defaults. Any term, covenant or agreement contained in this
Agreement (other than those defaults described in other subsections of this
Section 6.1) or any other Loan Document shall be breached, and any such breach
shall remain unremedied for 30 calendar days after the Company or any Subsidiary
(including any Multicurrency Subsidiary Borrower) becomes aware thereof, or
there exists and is continuing an Event of Default under the Short Term Credit
Agreement.

         (e) Cross Default. The Company or any Loan Party fails to pay any part
of the principal of, the premium, if any, or the interest on, or any other
payment of money due under, any of its Indebtedness (other than Indebtedness
under this Agreement, including the Notes, the Swing Line Note and the
Obligations of the Company), after expiration of any applicable period of grace
provided with respect thereto, which individually, or together with other such
Indebtedness as to which any such failure exists, has an aggregate outstanding
principal amount in excess of $3,000,000; or the Company or any Loan Party fails
to perform or observe any other term, covenant or agreement contained in any
agreement, document or instrument evidencing or securing any such


<PAGE>

Indebtedness having such aggregate outstanding principal amount, or under which
any such Indebtedness was issued or created, and such failure has not been
waived by such third party, and after expiration of any applicable period of
grace, if any, provided with respect thereto if the effect of such failure is
either (i) to cause, or permit the holders of such Indebtedness (or a trustee on
behalf of such holders) to cause, any payment in respect of such Indebtedness to
become due prior to its due date or (ii)to permit the holders of such
Indebtedness (or a trustee on behalf of such holders) to elect a majority of the
board of directors of the Company or any Multicurrency Subsidiary Borrower.

         (f) Judgments. One or more judgments, judicial or administrative orders
or arbitration award for the payment of money in an aggregate amount of
$5,000,000 or more which is not covered by insurance shall be rendered against
the Company or any other Loan Party, or any other judgment, judicial or
administrative order or arbitration award (whether or not for the payment of
money) shall be rendered against or shall affect the Company or any other Loan
Party which causes or could reasonably be expected to cause a Material Adverse
Event, and either (i)such judgment or order shall have remained unsatisfied and
the Company or the Loan Party shall not have taken action necessary to stay
enforcement thereof by reason of pending appeal or otherwise, prior to the
expiration of the applicable period of limitations for taking such action, or,
if such action shall have been taken, a final order denying such stay shall have
been rendered and such judgment or order shall remain unsatisfied for 15 days
thereafter, or (ii) enforcement proceedings shall have been commenced by any
creditor upon any such judgment or order.

         (g) ERISA. The occurrence of a Reportable Event that results in
liability of the Company or any of its ERISA Affiliates to the PBGC or to any
Plan in excess of $5,000,000 which results or could reasonably be expected to
result in a Material Adverse Event and such Reportable Event is not corrected
within 30 days after notice to any Loan Party the occurrence thereof; or the
occurrence of any Reportable Event which constitutes grounds for termination of
any Plan of the Company or any of its ERISA Affiliates by the PBGC or for the
appointment by the appropriate United States District Court of a trustee to
administer any such Plan and such Reportable Event is not corrected within 30
days after the occurrence thereof; or the filing by the Company or any of its
ERISA Affiliates of a notice of intent to terminate a Plan or the institution of
other proceedings to terminate a Plan which termination would or could
reasonably be expected to result in a Material Adverse Event; or the Company or
any of its ERISA Affiliates shall fail to pay when due any liability in excess
of $5,000,000 to the PBGC or to a Plan and such failure is not corrected within
30 days after notice to any Loan Party thereof, or the PBGC shall have
instituted proceedings to terminate, or to cause a trustee to be appointed to
administer, any Plan of the Company or any of its ERISA Affiliates; or any
person engages in a Prohibited Transaction with respect to any Plan which
results in liability in excess of $5,000,000 of the Company or any of its ERISA
Affiliates, any Plan of the Company or any of its ERISA Affiliates or any
fiduciary of any such Plan; or failure by the Company or any of its ERISA
Affiliates to make a required installment or other payment to any Plan within
the meaning of Section 302(f) of ERISA or Section 412(n) of the Code that
results in liability in excess of $5,000,000 of the Company or any of its ERISA
Affiliates to the PBGC or any Plan and such failure is not corrected within 30
days after notice to any Loan Party thereof; or the withdrawal f the Company or
any of its ERISA Affiliates from a Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA which results
or could reasonably be expected to result in a Material Adverse Event; or the
occurrence of events or circumstances,


<PAGE>

including action taken or omitted to be taken by the Company or any of its ERISA
Affiliates, with regard to a Multiemployer Plan which results or could
reasonably be expected to result in the imposition to the Company or any of its
ERISA Affiliates of "withdrawal liability" within the meaning of Section 4201 of
ERISA and such imposition of withdrawal liability would or could reasonably be
expected to result in a Material Adverse Event.

         (h) Insolvency, Etc. Any Loan Party shall be dissolved or liquidated
(other than a dissolution or liquidation of Ag-Chem Equipment Co International
Corp, a Virgin Islands corporation or any other Loan Party whose total revenues
constitute less than five percent (5%) of the Company's consolidated total
revenues during the term of this Agreement) or any judgment, order or decree
therefor shall be entered, or shall generally not pay its debts as they become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors, or shall
institute, or there shall be instituted against any Loan Party any proceeding or
case seeking to adjudicate it as bankrupt or insolvent or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief or protection of debtors or seeking the entry of an
order for relief, or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its assets, rights,
revenues or property, and, if such a proceeding is instituted against any Loan
Party and is being contested by such person in good faith by appropriate
proceedings, such proceeding shall remain undismissed or unstayed for a period
of 120 days, or shall take any action (corporate or other) to authorize or
further any of the actions described above in this subsection.

         (i) Change of Control. The Company shall cease to own 85% of the
capital stock of the Guarantors (to the extent a Guarantor's existence has not
ceased) and the Multicurrency Subsidiary Borrowers or Alvin E. McQuinn, members
of his immediate family and trusts for the benefit of Alvin E. McQuinn or
members of his immediate family shall cease to own, in the aggregate
beneficially and of record, at least 40% of the outstanding capital stock of the
Company; provided, however, that any capital stock of any Guarantor or
Multicurrency Subsidiary Borrower not owned by the Company shall be owned by one
or more members of the management of one of the Loan Parties.

         (j) Enforceability of Loan Documents. This Agreement or any of the
other Loan Documents shall, at any time after their respective execution and
delivery, and for any reason, the validity or enforceability thereof or hereof
shall be contested by any Loan Party, any or any stockholder of the Company,
shall deny that it has any or further liability or obligation thereunder or
hereunder, as the case may be.

         6.2 Remedies.

         (a) Termination of Commitment; Acceleration. Upon the occurrence and
during the continuance of any Event of Default, the Agent may, and upon the
direction of the Required Lenders will, by notice to the Company and the
Multicurrency Subsidiary Borrowers terminate the Commitments and the Swing Line
Commitment or declare the outstanding principal of, and accrued interest on, the
Notes, the Swing Line Note and all other Obligations to be immediately due and

<PAGE>

payable, or both; whereupon the obligations of the Agent and Lenders to make
Advances or Swing Line Loans and issue Letters of Credit shall immediately
terminate and all such amounts shall become immediately due and payable, or
both; provided, however, that, upon the occurrence of any event or condition
described in Section 6.1(h), the obligations of the Agent and Lenders to make
Advances and Swing Line Loans and issue Letters of Credit shall automatically
terminate forthwith and all such amounts shall automatically become immediately
due and payable without notice; in all cases without demand, presentment,
protest, diligence, notice of dishonor or other formality, all of which are
hereby expressly waived.

         (b) Other Remedies. Upon (x) the occurrence and during the continuance
of any Event of Default, the Agent may, and upon the direction of the Required
Lenders will, and (y) upon the termination of the Commitments and the Swing Line
Commitment and acceleration of the Obligations any Lender may, exercise and
enforce any and all other rights and remedies available to them, whether arising
under this Agreement or any other Loan Document or under applicable law, in any
manner deemed appropriate by the Agent or such Lender, including suit in equity,
action at law, or other appropriate proceedings, whether for specific
performance (to the extent permitted by law) of any covenant or agreement
contained in this Agreement or in any other Loan Document or in aid of the
exercise of any power granted in this Agreement or any other Loan Document or
under applicable law. All monies received by the Agent or any Lender from the
exercise of any of such rights or remedies shall, unless otherwise required by
applicable law, be applied as follows:

                  (i) first, to the payment of all expenses (to the extent not
         paid by the Company and the Multicurrency Subsidiary Borrowers)
         incurred by the Agent or any Lender in connection with the exercise of
         such rights or remedies, including all costs and expenses of
         collection, reasonable attorneys' fees and court costs, all costs
         incurred by the Agent or any Lender directly or indirectly in carrying
         out the terms, covenants and agreements of the Company and the
         Multicurrency Subsidiary Borrowers contained in this Agreement or any
         of the other Loan Documents, together with interest thereon as provided
         herein, and all other costs and expenses described in Section 8.5;

                 (ii) next, to the payment of any outstanding  fees due under
         Sections 2.1(e) and 2.4(e);

                  (iii) next, to the payment of interest then accrued and unpaid
         on the Notes and the Swing Line Note;

                  (iv) next, to the payment of the principal balance then owing
         on the Notes and the Swing Line Note;

                  (v) next, to all of the other Obligations; and

                  (vi) surplus, if any, unless a court of competent jurisdiction
         decrees otherwise, to the Company or any Multicurrency Subsidiary
         Borrower, as applicable.

         (c) Cash Cover. Each of the Company and the Multicurrency Subsidiary
Borrowers hereby agrees, in addition to the other provisions of this Section
6.2, that upon the occurrence and


<PAGE>

during the continuance of any Event of Default, it shall, if requested by the
Agent or the Required Lenders, pay (and, in the case of any Event of Default
specified in Section 6.1(h) forthwith, without any demand or the taking of any
other action by the Agent or the Lenders, it shall pay) to the Agent an amount
in immediately available funds (which funds shall be held as collateral) equal
to the then aggregate amount available for draw under all Letters of Credit
outstanding at the time.


                                   ARTICLE VII

                                    THE AGENT

         The Lenders and the Agent agree among themselves, and each of the
Company and the Multicurrency Subsidiary Borrowers hereby consents, as follows:

         7.1 Appointment, Powers and Immunities. Each Lender hereby irrevocably
appoints and authorizes the Agent to act as its agent hereunder and under the
other Loan Documents with such powers as are specifically delegated to the Agent
by the terms of this Agreement or the other Loan Documents, together with such
other powers as are reasonably incidental thereto. The Agent is expressly
authorized as agent to enforce, on behalf of the Lenders, all rights and
remedies available to it or the Lenders under this Agreement, any other Loan
Document or applicable law. The Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and under the other Loan
Documents, and shall not by reason of this Agreement or any other Loan Document
be trustee for, or otherwise have a fiduciary relationship in respect of, any
Lender. The Agent shall not be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement, or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or any other Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure by any Loan Party to
perform any of its obligations hereunder or under any other Loan Document. The
Agent may employ agents and attorneys-in-fact and shall not be answerable,
except as to money or securities received by it or its authorized agents, for
the gross negligence or willful misconduct of any such agents or
attorneys-in-fact selected by the Agent with reasonable care. Neither the Agent
nor any of its Affiliates, directors, officers, employees, attorneys or agents
shall be liable or responsible for any action taken or omitted to be taken by
them hereunder or in connection herewith, except for their own gross negligence
or willful misconduct.

         7.2 Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telex, telecopy, telegram or cable) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper person or
persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by it. As to any matters not expressly
provided for by this Agreement or any other Loan Document, the Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
in accordance with instructions signed by the Lenders or the Required Lenders,
as the case may be.

         7.3 Rights as a Lender. With respect to its Commitment, Swing Line
Commitment, Notes, and Swing Line Note, the Agent in its capacity as a Lender
hereunder shall have the same


<PAGE>

rights and powers hereunder as any other Lender and may exercise the same as
though it were not acting as an Agent. Unless otherwise prohibited under this
Agreement, the Agent and its Affiliates may (without having to account therefor
to any Lender) accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with, the Company or any of its
Affiliates as if it were not acting as an agent and an Agent may accept fees and
other consideration from the Company or any of its Affiliates for services in
connection with this Agreement, any other Loan Document or otherwise without
having to account for the same to the Lenders (except as to the payment of the
commitment fees or other consideration as expressly provided in this Agreement).

         7.4 Indemnification. The Lenders agree to indemnify the Agent, the
Canadian Lender and the London Agent (to the extent not reimbursed by the
Company or the Multicurrency Subsidiary Borrowers under Section 8.5), ratably in
accordance with each Lender's pro rata share of the aggregate Commitment, for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever (including reasonable attorneys' fees) which may be imposed on,
incurred by or asserted against the Agent, the Canadian Lender or the London
Agent in any way relating to or arising out of its duties under this Agreement
or any other Loan Document or the transactions contemplated hereby (including
the costs and expenses which the Company or the Multicurrency Subsidiary
Borrowers are obligated to pay under Sections 8.5) or the enforcement of any of
the terms hereof or of any such other documents, or pursuant to any other
instructions approved by the Lenders, or the Required Lenders, as the case may
be; provided that no Lender shall be liable for any of the foregoing to the
extent they arise from the gross negligence or willful misconduct of such agent.

         7.5 Non-Reliance on Agent and Other Lenders. Each Lender agrees that it
has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Company and the Multicurrency Subsidiary Borrowers
and decision to enter into this Agreement and that it will, independently and
without reliance upon the Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under this Agreement
and the other Loan Documents. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders by the Agent
under Section 7.6(b), the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of the Company or any other Loan Party or any
other person which may come into its possession.


<PAGE>

         7.6 Duties of Agent.

         (a) General. In carrying out the agency under this Agreement and the
other Loan Documents, the Agent and the other Advancing Agents shall have only
the duties and responsibilities specifically set forth in this Agreement and, in
performing such duties and responsibilities, the Agent and the other Advancing
Agents shall exercise the same degree of care as they would if the Advances or
the Swing Line Loans, as applicable, were entirely for its own account, but,
unless the Agent has actual knowledge thereof, the Agent shall not be deemed to
have knowledge of the occurrence of any Event of Default or any Default, and
need not take or continue any action with respect thereto or towards the
enforcement of this Agreement, the Notes, the Swing Line Note or the other Loan
Documents, nor prosecute or defend any suit with respect to this Agreement, the
Notes, the Swing Line Note or the other Loan Documents unless directed to do so
by the Required Lenders and unless it is indemnified to its satisfaction against
any loss, cost, liability or expense which it might incur as a consequence of
taking such action.

         (b) Notices. The Agent shall provide the following notices or other
information to the Lenders: (i)notices of requests for Advances received from
the Company or any Multicurrency Subsidiary Borrower which shall be given by the
Agent to each Lender no later than one half hour after the deadline for the Type
of Advance has lapsed, on the Business Day such notice is received by the Agent
(provided such notice is received by the Agent by such deadline specified in
Section 2.2 (b) above); (ii)notices of any requests by the Company and the
Multicurrency Subsidiary Borrowers for consents, waivers or amendments under
this Agreement or any of the other Loan Documents, promptly after receipt
thereof by the Agent from the Company and the Multicurrency Subsidiary
Borrowers; (iii)summary of the results of each audit or any comprehensive field
audit conducted by the Agent and, if so requested by any Lender, access to the
complete audits, promptly after completion thereof by the Agent; (iv)copies of
any financial statements furnished by the Company to the Agent and not otherwise
furnished to the Lenders hereunder, promptly after receipt by such Agent; and
(v) notice of the occurrence of a Default or an Event of Default, promptly after
the Agent receives notice thereof from the Company, a Multicurrency Subsidiary
Borrower or a Lender or otherwise has actual knowledge thereof. In connection
with the foregoing, the Agent shall be entitled to assume that each of the
Company and the Multicurrency Subsidiary Borrowers has given to the Lenders all
notices, financial statements and other information required to be furnished by
the Company and the Multicurrency Subsidiary Borrowers to the Lenders under this
Agreement or any other Loan Document and shall not be required to duplicate such
notices, financial statements or other information (x) other than notices of a
Default or Event of Default and any request for a waiver or amendment of any
negative covenant hereunder, and (y) unless the Agent has received notice from a
Lender that the Company or a Multicurrency Subsidiary Borrower has failed to
deliver specified items to such Lender. Notwithstanding anything in this Section
7.6(b) to the contrary, the Agent shall not have any liability to the Lenders
for failure to provide any notices or other information as specified above,
other than due to gross negligence or willful misconduct.

         7.7 Successor Agent. The Agent and the other Advancing Agents may
resign at any time by giving written notice thereof to the Lenders, the Company,
and the Multicurrency Subsidiary Borrowers. Upon any such resignation, the
Required Lenders shall, have the right to appoint a successor Agent (or
Advancing Agent, as applicable); provided, however, that so long as an Event


<PAGE>

of Default shall not have occurred and be continuing, upon any such resignation,
the Company shall, with the consent of the Required Lenders (which consent shall
not be unreasonably withheld), have the right to appoint any Lender as a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders or the Company, as the case may be, and shall have accepted
such appointment, within thirty (30) days after the retiring agent's giving of
notice of resignation, then the retiring agent may, on behalf of the Lenders,
appoint a successor agent, which may be (i) any Lender, or (ii) any other
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$500,000,000 (or any affiliate thereof qualified to fulfill the obligations of
the Canadian Lender or the London Agent, as applicable). Upon the acceptance of
its appointment as an agent hereunder by a successor agent, such successor agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring agent, and the retiring agent shall be discharged from its duties
and obligations hereunder. After any retiring agent's resignation hereunder as
agent, the provisions of this Article shall inure to its benefits as to any
actions taken or omitted to be taken by it while it was an agent.

         7.8 Nature of Advances. Each Lender represents and warrants to the
Company, each Multicurrency Subsidiary Borrower, the Agent and the other Lenders
that the Advances, the Swing Line Loans, the Notes, or the Swing Line Note to be
delivered to it hereunder will evidence loans made in the ordinary course of its
commercial banking business and will be acquired for itself for investment and
not with a view to any distribution thereof, subject, nevertheless, to the
disposition of its property being at all times within its control. The Agent may
for all purposes treat the Lender to which any Note or Swing Line Note, as
applicable, is issued as the holder of such Note or Swing Line Note, as
applicable, unless the Agent shall have been notified in writing by such Lender
of its sale or disposition of such Note or Swing Line Note, as applicable, and
the name and address of the new holder.

         7.9 Default Interest. If either the Agent or any of the Lenders shall
fail to pay any amounts required to be paid by it (the party so failing to make
payment is referred to in this Section 7.9 as the "Defaulting Party") to another
Lender or to the Agent (the party entitled to receive such amount is referred to
in this Section 7.9 as the "Payee") under this Agreement when due or within ten
days after demand for payment has been made by Payee, then the Defaulting Party
shall pay to Payee interest on the amount not so paid when due, at a per annum
rate equal to the Federal Funds Rate plus three percent (3%) per annum, from the
tenth day after such demand is made by Payee until payment is received by Payee,
in addition to any other rights or remedies available to Payee under this
Agreement or applicable law.

         7.10 Limited Purpose of Certain Provisions. The provisions of Article
VII, except for Section 7.7, are solely for the benefit of the Agent and the
Lenders and for the limited purpose of defining certain terms of their
respective relationship under this Agreement and the other Loan Documents.
Except with regard to the right to consent to any successor agent in accordance
with Section 7.7, neither the Company nor any other Loan Party shall have any
right, benefit or interest under, or because of the existence of, such
provisions nor shall such provisions (or the failure of the Agent or any of the
Lenders to comply with any of such provisions) affect the obligations of the
Loan Parties under this Agreement or any other Loan Document.


<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1 Waivers, Amendments, etc.

         (a) General. No provision of this Agreement or any other Loan Document
may be modified, waived or amended except by an instrument or instruments signed
by the Company, the Multicurrency Subsidiary Borrowers and the Required Lenders,
except that any provision of Article VII may not be amended without the
signature of the Agent and any provision of Article VII (excluding Section 7.7)
may be modified, amended or waived without the signature of the Company or the
Multicurrency Subsidiary Borrowers and provided that, except by an instrument in
writing executed by all of the Lenders, no such modification, amendment or
waiver shall:

                  (i) authorize or permit the extension of time or times of
         payment of the principal of, or interest on, the Notes or the Swing
         Line Note, or any one of them, or the reduction in principal amount
         thereof or the rate of interest thereon, or any other modification in
         the terms of payment of principal of or interest on the Notes or the
         Swing Line Note or the assignment of the rights or obligations of the
         Company or any Multicurrency Subsidiary Borrower thereunder or under
         any Note or Swing Line Note or any other Loan Document or the release
         of any guaranty for the Obligations;

                  (ii) amend or change the aggregate Tranche A Commitments or
         the respective amounts of the Lenders' respective Commitments, or
         reduce the percentage amount which constitute the Required Lenders, or
         change the terms of this Section 8.1;

                  (iii) amend or change any of the Loan Documents so as to
         materially impair the rights of the Lenders thereunder; or

                  (iv) authorize or permit the reduction in the amount of any of
         the fees required to be paid to the Lenders under this Agreement or
         change the due date of any such fees.

         In the event that any Lender does not consent to any revision or
amendment for which the consent of all Lenders is required pursuant to this
Section 8.1 ("Nonconsenting Lender"), the Company shall have the option to
request the Agent to replace such Nonconsenting Lender. The Agent may thereafter
cause the outstanding Advances and Commitment of the Nonconsenting Lender to be
purchased and replaced by a new lender, including without limitation, any of the
Lenders and such Nonconsenting Lender must execute all assignments and other
transfer documents reasonably requested by the Agent to accomplish such
replacement.

         8.2 Notices.

         (a) General. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered, telecopied or sent to the
Company, the Multicurrency Subsidiary Borrowers, the Agent or the Lenders to the
applicable Address set forth on the signature page attached hereto, or to such
other address as may be designated by one of the Lenders, the Agent, the

<PAGE>

Company, or any Multicurrency Subsidiary Borrower by written notice to the other
parties.

         (b) Receipt of Notices. All notices, requests, consents and other
communications shall be deemed to have been given when received if hand
delivered, if mailed by certified or registered mail, postage prepaid, upon
receipt of such mailing, or if deposited with an expedited courier service such
as "Federal Express" or "Purolator", upon receipt which will be presumed to be
on the Business Day following such deposit, or if telecopied, on the Business
Day on which such telecopy is confirmed as having been received, in all cases,
addressed to the respective address set forth on the signature page attached
hereto, or as may otherwise be designated in accordance herewith.

         (c) Notices of Termination or Prepayment. Notices by the Company to the
Agent with respect to terminations or reductions of the Tranche A Commitments or
the Tranche B Commitment or the Swing Line Commitment and notices of prepayment,
each pursuant to the terms of this Agreement, shall be irrevocable and binding
on the Company and the Multicurrency Subsidiary Borrowers.

         (d) Telephonic Notices. Any notice to be given by the Company or any
Multicurrency Subsidiary Borrower to the Agent pursuant to Section 2.2 and any
notice to be given by the Agent or any Lender hereunder, may be given by
telephone, to be confirmed in writing in the manner provided in Section 8.2(a).
Any such notice given by telephone shall be deemed effective upon receipt
thereof by the President, Chief Executive Officer or Chief Financial Officer of
the Company and by the loan officer then administering this Agreement or his or
her supervisor with respect to the Agent and the Lenders.

         8.3 No Waiver by Conduct; Remedies Cumulative. No course of dealing on
the part of the Agent or the Lenders, nor any delay or failure on the part of
the Agent or the Lenders in exercising any right, power or privilege hereunder
or under this Agreement or any other Loan Documents shall operate as a waiver of
such rights, power or privilege or otherwise prejudice their rights and remedies
hereunder or under this Agreement or any other Loan Document; nor shall any
single or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right, power or privilege. No right or remedy conferred
upon or reserved to the Agent or the Lenders under this Agreement or under any
other Loan Document is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to every other
right or remedy granted thereunder or now or hereafter existing under any
applicable law. Every right and remedy granted by this Agreement or under any
other Loan Document or by applicable law to the Agent or the Lenders may be
exercised from time to time and as often as may be deemed expedient by the Agent
or the Lenders and, unless contrary to the express provisions of this Agreement
or the other Loan Documents, irrespective of the occurrence or continuance of
any Default or Event of Default.

         8.4 Reliance on and Survival of Various Provisions. All terms,
covenants, agreements, representations and warranties of the Company and/or any
other Loan Party made herein, to any other Loan Document, or in any certificate,
report, financial statement or other document furnished by or on behalf of the
Company or any other Loan Party in connection with this Agreement or any other
Loan Document shall be deemed to be material and to have been relied upon by the
Lenders,


<PAGE>

notwithstanding any investigation heretofore or hereafter made by the Agent or
in any Lender's behalf, and those covenants and agreements of the Company and
the Multicurrency Subsidiary Borrowers set forth in Section 8.5 shall survive
the repayment in full of the Obligations and the termination of the Commitments
and the Swing Line Commitment.

         8.5 Expenses; Indemnification. Each of the Company and the
Multicurrency Subsidiary Borrowers agrees to pay, or reimburse the Agent and the
Lenders for the payment of, on demand: (a) the reasonable fees and expenses of
counsel to the Agent, including the reasonable fees and expenses of Sidley &
Austin, in connection with the preparation, execution, delivery and
administration of this Agreement, the other Loan Documents, any documents or
instruments prepared prior to the Effective Date and the consummation of the
transactions contemplated hereby, and in connection with advising the Agent and
the Lenders as to its rights and responsibilities with respect thereto, and in
connection with any amendments, waivers or consents in connection therewith; and
(b) all stamp and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing or recording of this Agreement,
the Notes, the Swing Line Note and the other Loan Documents and the consummation
of the transactions contemplated hereby, and any and all liabilities with
respect to or resulting from any delay in paying or omitting to pay such taxes
or fees; and (c) all reasonable costs and expenses of each Lender (including
reasonable fees and expenses of counsel and when incurred through negotiations,
legal proceedings or otherwise) in connection with any Default or Event of
Default or the enforcement of, or the exercise or preservation of any rights
under, this Agreement, the Notes, the Swing Line Note or any other Loan Document
or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement.

         8.6 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns, except that neither the Company nor any Multicurrency Subsidiary
Borrower may assign or transfer its rights hereunder without the prior written
consent of all the Lenders and no Lender may assign any portion of its Advances,
Notes or Commitment to any other person other than an Affiliate of such Lender,
any other Lender hereunder or the Federal Reserve Board without (a) the prior
written consent of the Agent and, so long as there is no Default or Event of
Default then existing, the Company (in each case, such consent not to be
unreasonably withheld), (b) payment of a $3,000 fee to the Agent for processing
such assignment and (c) any such assignment must be in the minimum amount of
$5,000,000, or the entire Commitment of a Lender if less than $5,000,000,
subject, however, to the rights of each Lender to grant participations of any
amount in accordance with the following sentence. Without limiting the
foregoing, each Lender may grant participations in all or any part of its
Advances, Notes and Commitment to any institutional investor without the consent
of the Company, any Multicurrency Subsidiary Borrower, and the Agent and each of
such Lender's participants may grant subparticipations but only so long as: (i)
no holder of any such participation or subparticipation, other than an Affiliate
of such Lender, shall be entitled to require such Lender to take or omit to take
any action hereunder (except that such holder may have rights to require such
Lender to consent or not consent to the items set forth in clauses (i) through
(iv) of Section 8.1 above); and (ii) no Lender shall, as between the Company or
a Multicurrency Subsidiary Borrower and such Lender or between such Lender and
any other Lender or the Agent, be relieved of any of its obligations hereunder
as a result of any such granting of a participation. Each of the Company


<PAGE>

and the Multicurrency Subsidiary Borrowers hereby acknowledges and agrees that
any participant or subparticipant described in this Section 8.6 will, for
purposes of Section 2.8(a), be considered to be a Lender hereunder (provided
that such participant or subparticipant shall not be entitled to receive any
more than the Lender owning the Advances or Commitment subject to such
participation or subparticipation would have received had such Lender not sold a
participation) and may rely on, and possess all rights under, any opinions,
certificates, or other instruments or documents delivered under or in connection
with this Agreement or any Note.

         8.7 Disclosure of Information.

         (a) General. Subject to Section 8.7(b), each of the Company and the
Multicurrency Subsidiary Borrowers authorizes the Agent and the Lenders to
disclose to any permitted assignee or participant or to any successor to their
respective assets (each, a "Transferee") and to any prospective Transferee any
and all financial and other information in the Agent's or Lender's possession
concerning the Company or any Subsidiary which has been delivered to the Agent
or a Lender by or on behalf of the Company or any Subsidiary pursuant to this
Agreement or the other Loan Documents or which has been received by the Agent
and the Lenders in connection with their credit evaluation of the Company or any
Subsidiary prior to entering into this Agreement.

         (b) Confidentiality. The Agent and Lenders agrees to hold any
non-public information which it has received or may receive from any Loan Party
pursuant to this Agreement or any other Loan Document confidential, except for
disclosure (i) to officers, employees and agents of the Agent and Lenders and
their respective Affiliates having a need to know such information in the course
of their duties to such party, (ii) to legal counsel, accountants, and other
professional advisors to the Agent or a Lender having a need to know such
information in the course of their duties to such person, (iii) to Governmental
Authorities, (iv) as requested pursuant to or as required by Governmental
Regulations, (v) in connection with any collection of the Obligations and/or any
legal proceeding to which the Agent or a Lender is a party, and (vi) to a
Transferee or prospective Transferee which agrees to be bound by this Section
8.7(b).

         8.8 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.



<PAGE>


         8.9 Governing Law.

         (a) General. This Agreement is a contract made under, and shall be
governed by and construed in accordance with, the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State and
without giving effect to choice of law principles of such State. Each of the
Company and the Multicurrency Subsidiary Borrowers further agrees that any legal
action or proceeding with respect to this Agreement or any other Loan Document
or the transactions contemplated hereby may be brought in any court of the State
of Illinois or a court of the United States of America sitting in the Northern
District of Illinois, and the Company and each of the Loan Parties hereby
submits to and accepts generally and unconditionally the jurisdiction of those
courts with respect to its person and property.

         (b) Suit in Other Jurisdictions. Nothing in Section 8.9(a) shall affect
the right of the Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Agent or any Lender to bring any
action or proceeding against any Loan Party or their respective property in the
courts of any other jurisdictions.

         (c) Immunity. To the extent that any Loan Party has or hereafter may
acquire any immunity from jurisdiction of any court or from any service of
process (whether from service or notice, or otherwise) with respect to itself or
its property, each of the Company and the Multicurrency Subsidiary Borrowers
hereby irrevocably waives such immunity in respect of its obligations under this
Agreement, the Notes, the Swing Line Note and the other Loan Documents.

         8.10 Table of Contents and Headings. The table of contents and the
headings of the various Articles, Sections and paragraphs hereof are for the
convenience of reference only and shall in no way modify any of the terms or
provisions hereof.

         8.11 Construction of Certain Provisions. If any provision of this
Agreement refers to any action to be taken by any person, or which such person
is prohibited from taking, such provision shall be applicable whether such
action is taken directly or indirectly by such person, whether or not expressly
specified in such provision.

         8.12 Integration and Severability. This Agreement and the other Loan
Documents embody the entire agreement and understanding between the Company and
the other Loan Parties, on the one hand, and the Agent and the Lenders, on the
other hand, and supersede all prior agreements and understandings relating to
the subject matter hereof. In case any one or more of the obligations of the
Company or any Loan Party under this Agreement or any other Loan Document shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining obligations of the Company or any Loan Party
shall not in any way be affected or impaired thereby, and such invalidity,
illegality or enforceability of the obligations of the Company and any other
Loan Party under this Agreement or any other Loan Document in any other
jurisdiction.

         8.13 Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise within the limitation of, another


<PAGE>

covenant shall not avoid the occurrence of a Default or Event of Default or any
event or condition which with notice or lapse of time, or both, could become
such a Default or an Event of Default if such action is taken or such condition
exists.

         8.14 Interest Rate Limitations.

         (a) All Advances. Notwithstanding any provisions of this Agreement or
any other Loan Document, in no event shall the amount of interest paid or agreed
to be paid by each of the Company and the Multicurrency Subsidiary Borrowers
exceed an amount computed at the highest rate of interest permissible under
applicable law. If, from any circumstances whatsoever, fulfillment of any
provision of this Agreement or any other Loan Document at the time performance
of such provision shall be due, shall involve exceeding the interest rate
limitation validly prescribed by law which a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligations to be fulfilled shall
be reduced to an amount computed at the highest rate of interest permissible
under applicable law, and if for any reason whatsoever a Lender shall ever
receive as interest an amount which would be deemed unlawful under such
applicable law, such interest shall be automatically applied to the payment of
principal of the Advances and Swing Line Loans outstanding hereunder (whether or
not then due and payable) and not to the payment of interest, or shall be
refunded to the Company or the Multicurrency Subsidiary Borrowers, as
applicable, if such principal and all other Obligations of the Company and the
Multicurrency Subsidiary Borrowers to the Lenders have been paid in full.

         (b) Canadian Advances. With respect to all Canadian Advances only:

                  (i) All interest payments to be made to the Canadian Lender
under this Agreement will be paid without allowance or deduction for deemed
re-investment or otherwise, both before and after maturity and before and after
default and/or judgment, if any, until payment of the amount on which such
interest is accruing, and interest will accrue on overdue interest, if any.

                  (ii) Unless otherwise stated, wherever this Agreement
reference is made to a rate of interest "per annum" or a similar expression is
used for amounts due to the Canadian Lender, such interest will be calculated by
the Canadian Lender on the basis of a calendar year of 365 days or 366 days, as
the case may be, and using the nominal rate method of calculation, and will not
be calculated using the effective rate method of calculation or on any other
basis that gives effect to the principle of deemed re-investment of interest.

                  (iii) For purposes of the Interest Act (Canada) and disclosure
under such act, whenever interest to be paid under this Agreement to the
Canadian Lender is to be calculated on the basis of a year of 365 days or 360
days of any other period of time that is less than a calendar year, the yearly
rate of interest to which the rate determined pursuant to such calculation is
equivalent is the rate so determined multiplied by the actual number of days in
the calendar year in which the same is to be ascertained and divided by either
365, 360 or such other period of time, as the case may be.




<PAGE>


         8.15 Limitation of Liability. Neither the Agent, the Lenders nor any of
their Affiliates, directors, officers, agents, attorneys or employees shall be
liable to the Company or any of its Affiliates for any action taken, or omitted
to be taken, by it or them or any of them under this Agreement or any other Loan
Document or in connection herewith or therewith, except that no person shall be
relieved of any liability for negligence, misconduct, or breach of contract.

         8.16 Interpretation. This Agreement and each other Loan Document are
being entered into by competent and experienced business people, represented by
counsel, and this Agreement and each other Loan Document have been reviewed by
the parties and their counsel. Therefore, any ambiguous language will not
necessarily be construed against any particular party as the drafter of such
language. The parties intend that this Agreement and all other Loan Documents
shall be construed and interpreted in a consistent manner. In the event of any
conflict or inconsistency between the terms of this Agreement and the terms of
any other Loan Document, the terms of this Agreement shall be controlling but
the other Loan Document shall not otherwise be affected or the rights therein
impaired.

         8.17 Jurisdiction and Venue. Each of the Company and the Multicurrency
Subsidiary Borrowers hereby irrevocably submits to the jurisdiction of any
Illinois state court or any federal court located in Chicago, Illinois over any
action or proceeding arising out of or relating to this Agreement or any other
Loan Document, and each of the Company and the Multicurrency Subsidiary
Borrowers hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such state or court or federal court.
Each of the Company and the Multicurrency Subsidiary Borrowers hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding. Each
of the Company and the Multicurrency Subsidiary Borrowers agrees that judgment
final by appeal, or expiration of time to appeal without an appeal being taken,
in any such action or proceeding shall be conclusive and may be enforced in any
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this subsection shall affect the right of the Agent or any
Lender to serve legal process in any other manner permitted by law or affect the
right of the Agent or any Lender to bring any action or proceeding against the
Company or any Multicurrency Subsidiary Borrowers or its property in the courts
of any other jurisdiction. Each of the Company and the Multicurrency Subsidiary
Borrowers agrees that, if it brings any action or proceeding arising out of or
relating to this Agreement, it shall bring such action or proceeding in Cook
County, Illinois.

         8.18 WAIVER OF JURY TRIAL. THE AGENT, THE COMPANY, EACH MULTICURRENCY
SUBSIDIARY BORROWER AND EACH OF THE LENDERS, AFTER CONSULTING OR HAVING HAD THE
OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED
UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTES, THE SWING LINE NOTE OR ANY
OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
OF ANY OF THEM. NEITHER THE AGENT, THE COMPANY, ANY MULTICURRENCY


<PAGE>

SUBSIDIARY BORROWER NOR ANY LENDER SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR
OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS
SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE
AGENT, THE COMPANY, ANY MULTICURRENCY SUBSIDIARY BORROWER NOR ANY LENDER EXCEPT
BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.

         8.19 Parent Guaranty. (i) For valuable consideration, the receipt of
which is hereby acknowledged, and to induce the Lenders to make advances to each
Multicurrency Subsidiary Borrower and to issue and participate in Letters of
Credit, the Company hereby absolutely and unconditionally guarantees prompt
payment when due, whether at stated maturity, upon acceleration or otherwise,
and at all times thereafter, of any and all existing and future obligations
including without limitation the Obligations, of each Multicurrency Subsidiary
Borrower to the Agent, the Lenders, and any holder of a Note, or any of them,
under or with respect to the Loan Documents, whether for principal, interest,
fees, expenses or otherwise (collectively, the "Guaranteed Obligations").

         (ii) The Company waives notice of the acceptance of this guaranty and
of the extension or continuation of the Guaranteed Obligations or any part
thereof. The Company further waives presentment, protest, notice of notices
delivered or demand made on any Multicurrency Subsidiary Borrower or action or
delinquency in respect of the Guaranteed Obligations or any part thereof,
including any right to require the Agent and the Lenders to sue such
Multicurrency Subsidiary Borrower, any other guarantor or any other corporation,
limited liability company, natural person, firm, joint venture, partnership,
trust, unincorporated organization, enterprise, government or any department or
agency of any government ("Person") obligated with respect to the Guaranteed
Obligations or any part thereof, or otherwise to enforce payment thereof against
any collateral securing the Guaranteed Obligations or any part thereof, and
PROVIDED FURTHER that if at any time any payment of any portion of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the insolvency, bankruptcy or reorganization of any of the Multicurrency
Subsidiary Borrowers or otherwise, the Company's obligations hereunder with
respect to such payment shall be reinstated at such time as though such payment
had not been made and whether or not the Agent or the Lenders are in possession
of this guaranty. The Agent and the Lenders shall have no obligation to disclose
or discuss with the Company their assessments of the financial condition of the
Multicurrency Subsidiary Borrowers.

         (iii) This guaranty is a guaranty of payment and not of collection, is
a primary obligation of the Company and not one of surety, and the validity and
enforceability of this guaranty shall be absolute and unconditional irrespective
of, and shall not be impaired or affected by any of the following: (a) any
extension, modification or renewal of, or indulgence with respect to, or
substitutions for, the Guaranteed Obligations or any part thereof or any
agreement relating thereto at any time; (b) any failure or omission to enforce
any right, power or remedy with respect to the Guaranteed Obligations or any
part thereof or any agreement relating thereto, or any collateral; (c) any
waiver of any right, power or remedy with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto or with respect to any
collateral; (d) any release, surrender,


<PAGE>

compromise, settlement, waiver, subordination or modification, with or without
consideration, of any collateral, any other guaranties with respect to the
Guaranteed Obligations or any part thereof, or any other obligation of any
Person with respect to the Guaranteed Obligations or any part thereof; (e) the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral; (f) the application of payments received from
any source to the payment of obligations other than the Guaranteed Obligations,
any part thereof or amounts which are not covered by this guaranty even though
the Agent and the Lenders might lawfully have elected to apply such payments to
any part or all of the Guaranteed Obligations or to amounts which are not
covered by this guaranty; (g) any change in the ownership of any Multicurrency
Subsidiary Borrower or the insolvency, bankruptcy or any other change in the
legal status of any Multicurrency Subsidiary Borrower; (h) the change in or the
imposition of any law, decree, regulation or other governmental act which does
or might impair, delay or in any way affect the validity, enforceability or the
payment when due of the Guaranteed Obligations; (i) the failure of the Company
or any Multicurrency Subsidiary Borrower to maintain in full force, validity or
effect or to obtain or renew when required all governmental and other approvals,
licenses or consents required in connection with the Guaranteed Obligations or
this guaranty, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this
guaranty; (j) the existence of any claim, setoff or other rights which the
Company may have at any time against any Multicurrency Subsidiary Borrower, or
any other Person in connection herewith or an unrelated transaction; or (k) any
other circumstances, whether or not similar to any of the foregoing, which could
constitute a defense to a guarantor; all whether or not the Company shall have
had notice or knowledge of any act or omission referred to in the foregoing
clauses (a) through (k) of this paragraph. It is agreed that the Company's
liability hereunder is several and independent of any other guaranties or other
obligations at any time in effect with respect to the Guaranteed Obligations or
any part thereof and that the Company's liability hereunder may be enforced
regardless of the existence, validity, enforcement or non-enforcement of any
such other guaranties or other obligations or any provision of any applicable
law or regulation purporting to prohibit payment by any Multicurrency Subsidiary
Borrower of the Guaranteed Obligations in the manner agreed upon between the
Multicurrency Subsidiary Borrower and the Agent and the Lenders.

         (iv) The Company agrees that, as between the Company on the one hand,
and the Lenders and the Agent, on the other hand, the obligations of each
Multicurrency Subsidiary Borrower guaranteed under this Section 8.19 may be
declared to be forthwith due and payable, or may be deemed automatically to have
been accelerated, as provided in Section 6.2 hereof for purposes of this Section
8.19, notwithstanding any stay, injunction or other prohibition (whether in a
bankruptcy proceeding affecting such Multicurrency Subsidiary Borrower or
otherwise) preventing such declaration as against such Multicurrency Subsidiary
Borrower and that, in the event of such declaration or automatic acceleration,
such obligations (whether or not due and payable by such Multicurrency
Subsidiary Borrower) shall forthwith become due and payable by the Company for
purposes of this Section 8.19.

         (v) None of the Lenders nor the Agent nor any Person acting for or on
behalf of the Lenders or the Agent shall have any obligation to marshall any
assets in favor of the Company or against or in payment of any or all of the
Guaranteed Obligations. If the Company or any other guarantor of


<PAGE>

all or any part of the Guaranteed Obligations makes a payment or payments to any
Lender or the Agent, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid, the Company, such other guarantor or any other
Person, or their respective estates, trustees, receivers or any other party,
including, without limitation, the Company, under any bankruptcy law, state or
federal law, common law or equitable cause, then, to the extent of such payment
or repayment, the part of the Guaranteed Obligations which has been paid,
reduced or satisfied by such amount shall be reinstated and continued in full
force and effect as of the time immediately preceding such initial payment,
reduction or satisfaction.

         (vi) This guaranty shall continue in effect until the earlier of (a)
the later of (i) the Termination Date, and (b) the date on which this Agreement
has otherwise expired or been terminated in accordance with its terms and all of
the Guaranteed Obligations have been paid in full in cash.




             The remainder of this page remains intentionally blank.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Third Amended
and Restated Long Term Revolving Credit Agreement to be duly executed as of the
date first written above.

                                      AG-CHEM EQUIPMENT CO., INC.

                                      By: ____________________________
                                      Name:
                                      Title:

                                      Address:

                                      5720 Smetana Drive
                                      Minnetonka, MN  55343
                                      Attn:  John Retherford
                                      Telephone:  612/933-9006
                                      Telecopy:  612/933-8799

                                      AG-CHEM EUROPE, B.V.

                                      By: ____________________________
                                      Name:
                                      Title:

                                      Address:

                                      5720 Smetana Drive
                                      Minnetonka, MN  55343
                                      Attention:  John Retherford
                                      Telephone:  612/933-9006
                                      Telecopy:  612/933-8799

                                      AG-CHEM EQUIPMENT CANADA, LTD.

                                      By: ____________________________
                                      Name:
                                      Title:

                                      Address:

                                      5720 Smetana Drive
                                      Minnetonka, MN  55343
                                      Attention:  John Retherford
                                      Telephone:  612/933-9006
                                      Telecopy:  612/933-8799


<PAGE>




Tranche A Commitment:
$16,470,588.24                        THE FIRST NATIONAL BANK OF CHICAGO

Percentage:
41.1764706%
                                      By: ____________________________
                                      Name:
                                      Title:


                                      Address:

                                      One First National Plaza
                                      Chicago, IL 60670
                                      Attention: Jennifer Gilpin
                                      Telephone No.: (312) 732-5867
                                      Facsimile No.: (312) 732-1117


<PAGE>


------------------------------- ------------------------------------------------

                                COOPERATIEVE CENTRALE
Tranche A Commitment:           RAIFFEISEN-BOERENLEENBANK  B.A., "RABOBANK
US$11,764,705.88                INTERNATIONAL",
                                NEW YORK BRANCH
Percentage:
29.4117647%                     By:___________________________
                                Name:
                                Title:

                                By:____________________________
                                Name:
                                Title:

                                Address:

                                245 Park Avenue
                                    New York, New York  10167
                                Attention: Corporate Services Department
                                Telephone No.: (212) 916-7800
                                Facsimile No.:  (212) 818-0233

                                with a copy to:
                                Rabobank International
                                300 South Wacker
                                Suite 3500
                                Chicago, IL 60606-6610
                                Attention: Tom Levasseur
                                Telephone No.: (312) 408-8249
                                Facsimile No.: (312) 408-8240


------------------------------- ------------------------------------------------


<PAGE>


Tranche A Commitment:
US$11,764,705.88                      HARRIS TRUST AND SAVINGS BANK

Percentage:
29.4117647%                           By: ____________________________
                                      Name:
                                      Title:


                                      Address:

                                      111 West Monroe Street
                                      10th Floor West
                                      Chicago, IL 60603
                                      Attention: Andrew Claar
                                      Telephone No.: (312) 461-3271
                                      Facsimile No.: (312) 293-5040


<PAGE>




Tranche B Commitment:
US$5,000,000                          FIRST CHICAGO NBD BANK, CANADA

Percentage:
100% of Canadian Advances             By: ____________________________
                                      Name:
                                      Title:


                                      By: ____________________________
                                      Name:
                                      Title:

                                      Address:

                                      161 Bay Street
                                      Suite 4240
                                      Toronto, Ontario  M5J 2S1
                                      CANADA
                                      Attention: Jerry Hynes
                                      Telephone:  (416) 365-5260
                                      Telecopy: (416) 363-7574