OshKosh B'Gosh, Inc.
                           112 Otter Avenue
                    Oshkosh, Wisconsin 54901-5008


                          CREDIT AGREEMENT

                                                as of November 3, 1999

Firstar Bank,
National Association,
individually and as Agent
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202


BankBoston, N.A.
individually and as Co-Agent
100 Federal Street
Boston, Massachusetts 02110


Harris Trust and Savings Bank,
individually and as Co-Agent
111 West Monroe Street
Chicago, Illinois 60690

Bank One, NA
individually and as Co-Agent
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202


The Banks named in Appendix A hereto

Ladies/Gentlemen:

OshKosh B'Gosh, Inc., a Delaware corporation with its
principal offices located in the City of Oshkosh, Wisconsin (the
"Company"), hereby agrees with each of you (collectively the
"Banks" and individually a "Bank"), Firstar Bank, National
Association, as Agent (the "Agent") and Harris Trust and Savings
Bank, Bank One, NA and BankBoston, N.A., as Co-Agents (the "Co-
Agents"), as follows:

ARTICLE I

LOANS AND NOTES
1.1 Revolving Credit.  From time to time prior to
November 3, 2002 or the earlier termination in full of the
Commitments (in either case the "Termination Date"), the Company
may obtain loans from each of the Banks ("Revolving Credit
Loans"), pro rata according to each Bank's Percentage Interest,
up to an aggregate principal amount equal to the amount by which
(i) $75,000,000 (the "Aggregate Revolver Commitment" and as to
each Bank's respective Percentage Interest thereof, its "Revolver
Commitment"), as terminated or reduced pursuant to section 1.8,
exceeds (ii) the sum of (A) the aggregate amount of Letter of
Credit Obligations, and (B) the aggregate amount of outstanding
Swingline Loans (as defined in Section 1.3 below).  The Revolver
Commitment and Percentage Interest of each Bank therein is set
forth in Appendix A hereto.  The failure of any one or more of
the Banks to lend in accordance with its Revolver Commitment
shall not relieve the other Banks of their several obligations
hereunder, but no Bank shall be liable in respect to the
obligation of any other Bank hereunder or be obligated in any
event to lend in excess of its Revolver Commitment.  Subject to
all of the terms and conditions hereof the Company may repay such
Loans and reborrow hereunder from time to time prior to the
Termination Date.  Each Revolving Credit Loan shall be in a
minimum amount of $1,000,000 or any multiple of $100,000 in
excess of such amount (except that any Adjusted LIBOR Rate Loan
shall be in a minimum amount of $5,000,000 or any multiple of
$250,000 in excess of such amount).  Revolving Credit Loans from
each Bank shall be evidenced by a single promissory note of the
Company (each a "Revolving Credit Note", and collectively with
the Term Notes (as defined in section 1.2 below) and the
Swingline Note (as defined in Section 1.3 below), sometimes
called the "Notes") in the form of Exhibit 1.1 annexed hereto,
payable to the order of the lending Bank.  Outstanding Revolving
Credit Loans and Swingline Loans shall be reduced to zero dollars
($0) at least for sixty (60) consecutive days each calendar year.
Effective on the date of this Agreement, the Commitments of the
Banks party to the Credit Agreement dated June 24, 1994, as
amended (the "1994 Credit Agreement"), among the Company, such
Banks and Firstar Bank, N.A., as agent for such Banks, shall
automatically terminate without further action on the part of the
Company or any of such Banks.

1.2 Term Loan.  At any time on or prior to May 22,
2000 (the "Drawdown Period"), the Company may obtain one or more
Loans (collectively, the "Term Loan") from each of the Banks, pro
rata according to each Bank's Percentage Interest, up to an
aggregate principal amount of $125,000,000 (the "Term Loan
Commitment" and as to each Bank's respective Percentage Interest
thereof, its "Term Loan Commitment").  Each advance of the Term
Loan from all of the Banks shall be in a minimum principal amount
of $5,000,000, except that the final advance of the Term Loan
which utilizes the entire remaining portion of the Term Loan
Commitment may be in any minimum amount.  The Term Loan
Commitment shall terminate at the expiration of the Drawdown
Period as to any portion thereof which has not been advanced to
the Company on or prior to such date and any such unused portion
of the Term Loan Commitment may not thereafter be borrowed by the
Company.  Repayments of the Term Loan may not be reborrowed
hereunder.  Each Bank's Term Loan Commitment shall be evidenced
by a single promissory note (a "Term Note" and, collectively with
the Revolving Credit Notes and the Swingline Note (as defined in
Section 1.3 below), sometimes called the "Notes"), payable to the
order of the lending Bank in a principal amount equal to such
Bank's Term Loan Commitment, dated as of the Closing Date, in
substantially the form set forth in Exhibit 1.2 attached hereto.

1.3 Swingline Credit.
(a) Swingline Commitment.  From time to time
prior to the Termination Date, the Company may obtain
Swingline Loans ("Swingline Loans") from the Agent (in
such capacity, the "Swingline Lender") up to an
aggregate amount of $5,000,000 at any time outstanding,
repay such Swingline Loans and reborrow hereunder;
provided, however, that the Swingline Lender shall not
advance any Swingline Loan if (i) any Default or Event
of Default has occurred and is continuing, or (ii)
after giving effect thereto, the aggregate amount of
outstanding Revolving Credit Loans would thereby exceed
the maximum amount permitted by section 1.1.  Each
Swingline Loan shall be in a multiple of $1,000 and the
Swingline Loans shall be evidenced by a single
promissory Note of the Company (the "Swingline Note",
and collectively with the Revolving Credit Notes and
the Term Notes, sometimes called the "Notes") in the
form of Exhibit 1.3 annexed hereto, payable to the
order of the Swingline Lender.

(b) Refunding Revolving Credit Loans.  In its
sole and absolute discretion, the Swingline Lender may
at any time after the occurrence and during the
continuance of a Default or Event of Default, on behalf
of the Company (which hereby irrevocably authorizes the
Swingline Lender to act on its behalf for such
purpose), request each Bank to make a Revolving Credit
Loan in an amount equal to such Bank's Percentage
Interest of the Swingline Loans outstanding on the date
such notice is given.  Each Bank shall make the
proceeds of its requested Revolving Credit Loan
available to the Swingline Lender, in immediately
available funds, at the office of the Swingline Lender
specified herein before 11:00 a.m. (Milwaukee time) on
the Business Day following the day such notice is
given.  The proceeds of such Revolving Credit Loans
shall be immediately applied to repay the outstanding
Swingline Loans.

(c) Participations.  If any Bank refuses or
otherwise fails to make a Revolving Credit Loan when
requested by the Swingline Lender pursuant to section
1.3(b) above, such Bank will, by the time and in the
manner such Revolving Credit Loan was to have been
funded to the Swingline Lender, purchase from the
Swingline Lender an undivided participating interest in
the outstanding Swingline Loans in an amount equal to
its Percentage Interest of the aggregate principal
amount of Swingline Loans that were to have been repaid
with such Revolving Credit Loans.  Each Bank that so
purchases a participation in a Swingline Loan shall
thereafter be entitled to receive its Percentage
Interest of each payment of principal received on the
Swingline Loan and of interest received thereon
accruing from the date such Bank funded to the
Swingline Lender its participation in such Swingline
Loan.

1.4 Notes.  The Notes shall be executed by the Company
and delivered to the Banks on or prior to the Closing Date.
Although the Notes shall be expressed to be payable in the full
amounts specified above, the Company shall be obligated to pay
only the amounts actually disbursed to or for the account of the
Company, together with interest on the unpaid balance of sums so
disbursed which remains outstanding from time to time, at the
rates and on the dates specified herein and in the Notes,
together with the other amounts provided herein and therein.

1.5 Letters of Credit.
(a) Issuance; Bank Participations.  Firstar Bank,
National Association and such other Bank or Banks as
the Company may from time to time designate with the
consent of the Agent and such Bank or Banks (each an
"LOC Bank") shall from time to time when so requested
by the Company issue standby and commercial letters of
credit, respectively (each a "Letter of Credit" and
collectively the "Letters of Credit") for the account
of the Company up to an aggregate face amount of
$45,000,000; provided, however, that the LOC Bank shall
not issue any Letter of Credit if (i) any Default or
Event of Default has occurred and is continuing, or
(ii) after giving effect thereto, the aggregate amount
of outstanding Revolving Credit Loans would thereby
exceed the maximum amount permitted by Section 1.1.
All outstanding letters of credit issued pursuant to
the 1994 Credit Agreement shall automatically be deemed
to be Letters of Credit issued pursuant to this section
1.5(a).  Each LOC Bank hereby grants to each other
Bank, and each other Bank hereby agrees to take, a pro
rata participation in each Letter of Credit issued
hereunder and all rights (including rights to
reimbursement from the Company under paragraph (c)
below) and obligations associated therewith in
accordance with the Percentage Interest of each Bank.
In the event of any drawing on a Letter of Credit which
is not reimbursed by or on behalf of the Company, each
Bank shall pay to the appropriate LOC Bank a
proportionate amount of such drawing equal to its
Percentage Interest therein.  Each LOC Bank shall
divide the proceeds of any reimbursement of a drawing
on a Letter of Credit with the other Banks that have
made payment to the LOC Bank pursuant to the foregoing
sentence, pro rata according to the respective
contributions of such other Banks.

(b) Cash Collateral.  In the event that any
Letter of Credit remains outstanding beyond the
fifteenth day prior to the Termination Date, the
Company shall upon demand of the Required Banks (or the
Agent acting with the consent of the Required Banks)
either (i) pay to the Agent the sum of the largest
draft which could then or thereafter be drawn under
such Letter of Credit, which sum the Agent may hold for
the account of the Company, without interest, for the
purpose of paying any draft presented, with the excess,
if any, to be returned to the Company upon termination
or expiration of such Letter of Credit or (ii) deliver
a back-up letter of credit to the Agent securing the
Company's reimbursement obligations with respect to
such Letter of Credit in form and substance acceptable
to the Agent and from a creditworthy financial
institution acceptable to the Agent.

(c) Standby Letter of Credit Fees.  The Company
agrees to pay to the Agent for the pro rata benefit of
the Banks a letter of credit fee in respect of each
standby Letter of Credit at a per annum rate equal to
the Applicable Margin on the undrawn face amount of
such standby Letter of Credit.  Such fees shall be
payable quarterly in arrears on the first day of each
calendar quarter.

(d) Reimbursement.  The Company hereby
unconditionally promises to pay to the appropriate LOC
Bank upon demand, without defense, setoff or
counterclaim, the amount of each drawing under Letters
of Credit issued by such LOC Bank plus interest on the
foregoing from the date due at the Prime Rate.
(e) Reliance on Documents.  Delivery to the LOC
Banks of any documents complying on their face with the
requirements of any Letter of Credit shall be
sufficient evidence of the validity, genuineness and
sufficiency thereof and of the good faith and proper
performance of drawers and users of such Letter of
Credit, their agents and assignees; and the LOC Banks
may rely thereon without liability or responsibility
with respect thereto, even if such documents should in
fact prove to be in any or all respects invalid,
insufficient, fraudulent or forged.

(f) Non-Liability for Other Matters.  The LOC
Banks shall not be liable to the Company for (i)
honoring any requests for payment under any Letter of
Credit which strictly comply on their face with the
terms of such Letter of Credit, (ii) any delay in
giving or failing to give any notice, (iii) errors,
delays, misdeliveries or losses in transmission of
telegrams, cables, letters or other communications or
documents or items forwarded in connection with any
Letter of Credit or any draft, (iv) accepting and
relying upon the name, signature or act of any party
who is or purports to be acting in strict compliance
with the terms of any Letter of Credit; or (v) any
other action taken or omitted by the LOC Banks in good
faith in connection with any Letter of Credit or any
draft; except only that an LOC Bank shall be liable to
the Company to the extent of damages suffered by the
Company determined by final judgment in a court of
competent jurisdiction to have been caused by (A) the
LOC Bank's willful misconduct or gross negligence or
(B) the LOC Bank's willful and wrongful failure to pay
under any Letter of Credit after the presentation to it
of documents strictly complying with the terms and
conditions of the Letter of Credit.

(g) Obligations Absolute.  The Company's and the
other Banks' obligations to reimburse any LOC Bank for
a drawing made on a Letter of Credit shall be absolute,
unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this
Agreement, under any and all circumstances whatsoever;
provided, however, that payment of such drawing by the
LOC Bank shall not have constituted gross negligence or
willful misconduct of such LOC Bank.

1.6 Use of Proceeds.  The Company represents, warrants
and agrees that:
(a) The proceeds of the Loans made hereunder will
be used solely for the following purposes:  (i)
proceeds of Revolving Credit Loans shall be used for
general corporate purposes; and (ii) proceeds of the
Term Loan shall be used to finance the repurchase of
the Company's outstanding common stock.
(b) No part of the proceeds of any Loan made
hereunder will be used to "purchase" or "carry" any
"margin stock" or to extend credit to others for the
purpose of "purchasing" or "carrying" any "margin
stock" (as such terms are defined in the Regulation U
of the Board of Governors of the Federal Reserve
System), and the assets of the Company and its
Subsidiaries do not include, and neither the Company
nor any Subsidiary has any present intention of
acquiring, any such security.

1.7 Commitment Fee.  The Company shall pay to the
Agent for the account of the Banks, pro rata according to their
respective Percentage Interests, a commitment fee computed at a
rate per annum equal to the Applicable Margin on the difference
existing from time to time between (a) the Aggregate Commitment,
and (b) the outstanding unpaid principal balance of Revolving
Credit Loans and the Term Loan.  Such commitment fees shall
accrue during the period from the Closing Date to and including
the Termination Date and be payable quarterly in arrears on the
last day of each calendar month.

1.8 Termination or Reduction.  The Company shall have
the right, upon five Business Days' prior written notice to each
Bank, to ratably reduce in part the Aggregate Revolver
Commitment, provided, however, that (i) each partial reduction of
the Aggregate Revolver Commitment shall be in the amount of
$1,000,000 or an integral multiple thereof, and (ii) no reduction
shall reduce the Aggregate Revolver Commitment to an amount less
than the sum of (A) the aggregate principal amount of outstanding
Revolving Credit Loans, (B) the aggregate principal amount of
outstanding Swingline Loans, and (C) the aggregate amount of
outstanding Letter of Credit Obligations.  Subject to the
limitations of the preceding sentence, the Aggregate Revolver
Commitment may be terminated in whole at any time upon five
Business Days' prior written notice to each Bank.  The Company
shall also have the right, upon five (5) Business Days' notice to
each Bank, to ratably reduce in part the Term Loan Commitment at
any time prior to the end of the Drawdown Period, provided,
however, that (i) each partial reduction of the Term Loan
Commitment shall be in the amount of $1,000,000 or an integral
multiple thereof, and (ii) no reduction shall reduce the Term
Loan Commitment to an amount less than the outstanding principal
balance of the Term Loan.

ARTICLE II

ADMINISTRATION OF CREDIT
2.1 Elective Rates of Interest on Loans.  The unpaid
principal balance of the Notes may be comprised of Variable Rate
Loans and/or Adjusted LIBOR Rate Loans as elected by the Company
from time to time in accordance with the procedures set forth
below; provided, however, that each Adjusted LIBOR Rate Loan must
be in a minimum amount of $5,000,000 and in increments of
$250,000 above that amount; provided, further, that no election
of an Adjusted LIBOR Rate Loan shall become effective if any
Default or Event of Default has occurred and is continuing; and
provided, further, that no more than ten (10) different Interest
Periods for Adjusted LIBOR Rate Loans may be outstanding at any
one time.  Each notice of election of an Adjusted LIBOR Rate Loan
shall be irrevocable.  Swingline Loans shall at all times bear
interest at the Variable Rate or, at the Company's election, such
other rate quoted to the Company by the Swingline Lender when a
Swingline Loan is requested.

2.2 Borrowing Procedure.  The Company will request a
Loan hereunder by written notice in the form of Exhibit 2.2
annexed hereto, or by telephonic notice (which notice shall be
confirmed in writing if the Agent so requests), which notices
will be irrevocable, to the Agent not later than 11:00 a.m.,
Milwaukee time, on the proposed Borrowing Date, or, in the case
of an Adjusted LIBOR Rate Loan, not less than two Business Days
before the proposed Borrowing Date.  In the event of any
inconsistency between the telephonic notice and the written
confirmation thereof, the telephonic notice will control.  Each
such request will be effective upon receipt by the Agent and will
specify (i) the amount of the requested Loan; (ii) the proposed
Borrowing Date; (iii) whether such Loan will bear interest at the
Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case
of an Adjusted LIBOR Rate Loan, the Interest Period therefor.
Upon its receipt of such notice from the Company, the
Agent shall promptly give notice to the other Banks, each of
which shall have its respective portion of the requested Loan
available to the Agent in Milwaukee in immediately available
funds not later than 2:00 p.m., Milwaukee time, on the Borrowing
Date.  Out of the funds received from each Bank for the making of
the Loans hereunder, the Agent will make a Loan to the Company in
such amount on behalf of such Banks.  Notes and other required
documents delivered to the Agent for the account of each Bank
shall be promptly delivered to such Bank, or in accordance with
instructions received from it, together with copies of such other
documents received in connection with the borrowing as such Bank
shall request.
Unless the Agent shall have been notified by telephone,
confirmed promptly thereafter in writing, by a Bank not later
than 1:00 p.m., Milwaukee time, on a Borrowing Date that such
Bank will not make available to the Agent such Bank's pro rata
share of a requested Loan, the Agent may assume that such Bank
has made such amount available to the Agent and, in reliance upon
such assumption, make available to the Company on such Borrowing
Date a corresponding amount.  If and to the extent that such
Bank, without giving such notice, shall not have so made such
amount available to the Agent, such Bank and the Company
severally agree to repay the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date the Agent made such amount available to the Company
to the date such amount is repaid to the Agent, at (i) in the
case of the Company, the rate applicable to such Loan, and (ii)
in the case of such Bank, the Federal Funds Rate for each of the
first three days (or fraction thereof) after the date of demand
and the Variable Rate for each day (or fraction thereof)
thereafter.

2.3 Conversion.  The Company may elect from time to
time, subject to the terms and conditions of the Notes and this
Agreement, to convert all or a portion of a Variable Rate Loan
into an Adjusted LIBOR Rate Loan or to convert all or a portion
of an Adjusted LIBOR Rate Loan into a Variable Rate Loan;
provided, however, that any conversion of an Adjusted LIBOR Rate
Loan will occur on the last day of the Interest Period applicable
thereto.

2.4 Automatic Conversion.  A Variable Rate Loan will
continue as a Variable Rate Loan unless and until converted into
an Adjusted LIBOR Rate Loan.  At the end of the applicable
Interest Period for an Adjusted LIBOR Rate Loan, such Adjusted
LIBOR Rate Loan will automatically be converted into a Variable
Rate Loan unless the Company shall have given the Agent notice in
accordance with Section 2.5 requesting that, at the end of such
Interest Period, all or a portion of such Adjusted LIBOR Rate
Loan be continued as an Adjusted LIBOR Rate Loan for an
additional Interest Period.

2.5 Conversion and Continuation Procedure.  The
Company will give the Agent written notice in the form of Exhibit
2.5 annexed hereto, or telephonic notice (confirmed in writing if
the Agent so requests), which notices will be irrevocable, of
each conversion of a Variable Rate Loan or continuation of an
Adjusted LIBOR Rate Loan not later than 10:00 a.m., Milwaukee
time, on a Business Day which is not less than two Business Days
before the date of the requested conversion or continuation,
specifying (i) the requested date (which must be a Business Day)
of such conversion or continuation; (ii) the amount of the Loan
to be converted or continued; (iii) whether such Loan currently
bears interest at the Variable Rate or the Adjusted LIBOR Rate;
and (iv) the duration of the Interest Period to be applicable
thereto.

2.6 Basis for Determining Interest Rate Inadequate or
Unfair.  If with respect to an Interest Period for any Adjusted
LIBOR Rate Loan:
(a) any Bank determines in good faith (which
determination will be binding and conclusive on the
Company) that by reason of circumstances affecting the
London interbank market adequate and reasonable means
do not exist for ascertaining the applicable Adjusted
LIBOR Rate; or
(b) any Bank reasonably determines (which
determination will be binding and conclusive on the
Company) that the Adjusted LIBOR Rate will not
adequately and fairly reflect the cost of maintaining
or funding such Adjusted LIBOR Rate Loan for such
Interest Period, or that the making or funding of
Adjusted LIBOR Rate Loans has become impracticable as a
result of an event occurring after the date of this
Agreement which in the opinion of such Bank materially
affects Adjusted LIBOR Rate Loans;
then, [a] such Bank will promptly notify the Company thereof, and
[b] so long as such circumstances continue, such Bank will not be
under any obligation to make any new Adjusted LIBOR Rate Loan so
affected.

2.7 Changes in Law Rendering Certain Loans Unlawful.
In the event that any Regulatory Change should make it (or, in
the good faith judgment of a Bank, should raise substantial
questions as to whether it is) unlawful for such Bank to make,
maintain or fund an Adjusted LIBOR Rate Loan, (i) such Bank will
promptly notify each of the other parties hereto; (ii) the
obligation of such Bank to make Adjusted LIBOR Rate Loans shall,
upon the effectiveness of such event, be suspended for the
duration of such unlawfulness; and (iii) upon such notice, any
outstanding Adjusted LIBOR Rate Loan made by such Bank will
automatically convert into a Variable Rate Loan to the extent
that it is unlawful for such Bank to maintain such outstanding
Adjusted LIBOR Rate Loan.

2.8 Increased Costs.  If any Regulatory Change,
(a) shall subject any Bank to any tax, duty or
other charge with respect to any of its Loans or any
Letter of Credit hereunder, or shall change the basis
of taxation of payments to any Bank of the principal or
interest on its Loans or Letters of Credit hereunder,
or any other amounts due under this Agreement in
respect of such Loans, or its obligation to make Loans
or issue Letters of Credit hereunder (except for
changes in the rate of tax on the overall net income of
such Bank);
(b) shall impose, modify or make applicable any
reserve (including, without limitation, any reserve
imposed by the Board of Governors of the Federal
Reserve System, but excluding any reserve included in
the determination of the Adjusted LIBOR Rate), special
deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended
by, any Bank; or
(c) shall impose on any Bank any other condition
affecting its Loans  or Letters of Credit hereunder;
and the result of any of the foregoing is to increase the cost to
(or in the case of Regulation D or any other analogous law, rule
or regulation, to impose a cost on) such Bank of making or
maintaining any Loans or issuing Letters of Credit hereunder, or
to reduce the amount of any sum received or receivable by such
Bank under this Agreement and any document or instrument related
hereto; then upon notice from such Bank (which notice shall be
sent to the Agent and the Company and shall be accompanied by a
statement setting forth in reasonable detail the basis of such
increased cost or other effect on the Loans or Letters of
Credit), the Company shall pay directly to such Bank, on demand,
such additional amount or amounts as will compensate such Bank
for such increased cost or such reduction.

2.9 Discretion of Banks as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary,
each Bank shall be entitled to fund and maintain its funding of
all or any part of its Loans hereunder in any manner it sees fit.
2.10 Capital Adequacy.  If any Regulatory Change
affects the treatment of any Loan  or Letter of Credit hereunder
of a Bank as an asset or other item included for the purpose of
calculating the appropriate amount of capital to be maintained by
such Bank or any corporation controlling such Bank and has the
effect of reducing the rate of return on such Bank's or such
corporation's capital as a consequence of the obligations of such
Bank hereunder to a level below that which such Bank or such
corporation could have achieved but for such Regulatory Change
(taking into account such Bank's or such corporation's policies
with respect to capital adequacy) by an amount deemed in good
faith by such Bank to be material, then the Company shall pay to
such Bank, on demand, such additional amount or amounts as will
compensate such Bank or such corporation, as the case may be, for
such reduction  Such Bank shall submit, to the Agent and the
Company, a statement as to the amount of such compensation,
prepared in good faith and in reasonable detail.  Each of the
Banks represents to the Company that, as of the date hereof, it
is not aware of any fact or circumstance that would give rise to
a claim for compensation under this section 2.10.

2.11 Limitation on Prepayment.  A Variable Rate Loan
may be prepaid at the option of the Company in whole or in part
at any time without premium or penalty.  An Adjusted LIBOR Rate
Loan may be prepaid at any time at the option of the Company;
provided, however, that prepayment prior to the last day of the
Interest Period applicable thereto will require the payment by
Company of the amount (if any) required by section 2.12.  All
prepayments shall be accompanied by interest accrued on the
amount prepaid through the date of prepayment.  In case of
prepayment of less than all of the outstanding principal amount
of the Term Notes, all prepayments made shall be in multiples of
$1,000,000, and shall be applied upon the principal installments
of the Term Notes in the inverse order of their maturities.

2.12 Funding Losses.  The Company hereby agrees that
upon demand by any Bank (which demand shall be sent to the Agent
and the Company and shall be accompanied by a statement setting
forth in reasonable detail the basis for the calculations of the
amount being claimed) the Company will indemnify such Bank
against any loss or expense which such Bank may sustain or incur
(including, without limitation, any net loss or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund or maintain Adjusted LIBOR
Rate Loans and any loss of anticipated return), as reasonably
determined by such Bank, as a result of (i) any payment,
prepayment or conversion of any Adjusted LIBOR Rate Loan on a
date other than the last day of an Interest Period for such Loan
whether not required by any other provisions of this Agreement,
or (ii) any failure of the Company to obtain an Adjusted LIBOR
Rate Loan on a Borrowing Date or to convert a Variable Rate Loan
to an Adjusted LIBOR Rate Loan or to continue an Adjusted LIBOR
Rate Loan at the end of any Interest Period, as specified by the
Company in a notice to the Agent as set forth above.

2.13 Conclusiveness of Statements; Survival of
Provisions.  Determinations and statements of any Bank pursuant
to Sections 2.6, 2.7, 2.8, 2.10 and 2.12 shall be rebuttably
presumptive evidence of the correctness of the determinations and
statements and shall be conclusive absent manifest error.  The
provisions of section 2.8, 2.10 and 2.12 shall survive the
obligation of the Banks to extend credit under this Agreement and
the repayment of the Loans; provided that the Company shall not
be under any obligation to compensate any Bank under Section 2.8
or 2.10 above with respect to increased costs or reductions
arising from any period prior to the date that is three months
prior to the date of such request if such Bank knew or could
reasonably have been expected to be aware of the circumstances
giving rise to such increased costs or reductions and of the fact
that such circumstances would in fact result in a claim for
increased compensation by reason of such increased costs or
reductions; provided further that the foregoing limitation shall
not apply to any increased costs or reductions arising out of the
retroactive application of any law, regulation, rule, guideline
or directive as aforesaid within such three-month period.

2.14 Obligation of Banks to Mitigate; Replacement of
Bank.
(a) Each Bank agrees that, as promptly as
practicable after the officer of such Bank responsible
for administering the Loans of such Bank becomes aware
of the occurrence of an event or the existence of a
condition that would entitle such Bank to receive
payments under Section 2.8, 2.10 or 2.12, it will, to
the extent not inconsistent with the internal policies
of such Bank and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make,
issue, fund or maintain the Commitment of such Bank or
the affected Loans of such Bank through another lending
office of such Bank, or (ii) take such other measures
as such Bank may deem reasonable, if as a result
thereof the additional amounts which would otherwise be
required to be paid to such Bank pursuant to Section
2.8, 2.10 or 2.12 would be materially reduced and if,
as determined by such Bank in its sole discretion, the
making, issuing, funding or maintaining of such
Commitment or Loans through such other lending office
or in accordance with such other measures, as the case
may be, would not otherwise materially adversely affect
such Commitment or Loans or the interests of such Bank.
(b) If the Company receives a notice from a Bank
pursuant to Section 2.6, 2.7, 2.8, 2.10 or 2.12, so
long as (i) no Default or Event of Default shall have
occurred and be continuing and the Company has obtained
a commitment from one or more of the Banks or another
financial institution acceptable to the Company and the
Agent to purchase at par such Bank's Loans, Commitment
and other obligations and to assume all obligations of
the Bank to be replaced, (ii) at such time the Bank to
be replaced is not an LOC Bank with respect to any
Letters of Credit outstanding and (iii) such Bank to be
replaced is unwilling to withdraw the notice delivered
to the Company, upon 30 days' prior written notice to
such Bank and Agent, the Company may require the Bank
giving such notice to assign all of its Loans,
Commitment and other obligations to such other
financial institution; provided that, prior to or
concurrently with such replacement, the Company has
paid to the Bank giving such notice all amounts under
Sections 2.8, 2.10 and 2.12 through such date of
replacement.

2.15 Computations of Interest.  All computations of
interest and other amounts due under the Notes and fees and other
amounts due under this Agreement will be based on a 360-day year
using the actual number of days occurring in the period for which
such interest, fees or other amounts are payable.

2.16 Payments.  Interest on all Loans will be due and
payable (i) in the case of a Variable Rate Loan, monthly
beginning on the last Business Day of the month in which the
Company obtains such Variable Rate Loan and on the last Business
Day of each month thereafter; (ii) in the case of an Adjusted
LIBOR Rate Loan, on the last Business Day of the applicable
Interest Period; and (iii) in the case of any Loan, at the
respective maturity of such Loan, whether by acceleration or
otherwise.  All payments and prepayments of principal, interest
and fees (other than Agent's Fees) under this Agreement and the
Notes shall be made to the Agent prior to 1:00 p.m., Milwaukee
time, in immediately available funds for the ratable account of
the Banks and the holders of the Notes then outstanding, as
appropriate.  All payments and prepayments of principal and all
payments of interest, fees and other amounts payable hereunder
shall be made by the Company without counterclaim or setoff and
free and clear of, and without any deduction or withholding for,
any taxes or other payments.

2.17 Application of Payments.  The Agent shall promptly
distribute to each such Bank or holder pro rata the amount of
principal, interest or fees (other than Agent's Fees)  received
by the Agent for the account of such holder.  Any payment to the
Agent for the account of a Bank or a holder of a Note under this
Agreement shall constitute a payment by the Company to such Bank
or holder of the amount so paid to the Agent, and any Notes or
portions thereof so paid shall not be considered outstanding for
any purpose after the date of such payment to the Agent.

2.18 Pro Rata Treatment.  In the event that any Bank
shall receive from the Company or any other source (other than
the sale of a participation to another commercial lender in the
ordinary course of business) any payment (other than a payment of
Agent's fees) of, on account of, or for any obligation of the
Company hereunder or under the Notes (whether pursuant to the
exercise of any right of set off, banker's lien, realization upon
any security held for or appropriated to such obligation,
counterclaim or otherwise) other than as above provided, then
such Bank shall immediately purchase, without recourse and for
cash, an interest in the obligations of the same nature held by
the other Banks so that each Bank shall thereafter have a
percentage interest in all of such obligations equal to the
percentage interest which such Bank held in the Notes outstanding
immediately before such payment; provided, that if any payment so
received shall be recovered in whole or in part from such
purchasing Bank, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without
interest.  The Company specifically acknowledges and consents to
the preceding sentence.

2.19 Interest Following Event of Default.  From and
after the occurrence and during the continuance of an Event of
Default, the unpaid principal amount of all Loans and all other
amounts due and unpaid under this Agreement and the Notes will
bear interest until paid computed at a rate equal to 2% per annum
in excess of the rate or rates otherwise payable hereunder (the
"Default Rate").

2.20 Deposits; Set Off.  If any Event of Default occurs
hereunder, each Bank may offset and apply any such security
toward the payment of the Note or Notes held by such Bank,
whether or not such Note or Notes, or any part thereof, shall
then be due.  Promptly upon its charging any account of the
Company pursuant to this section, such Bank shall give the
Company notice thereof.

ARTICLE III

CONDITIONS OF BORROWING
Without limiting any of the other terms of this
Agreement, none of the Banks shall be required to make any Loan
to the Company hereunder or issue any Letter of Credit unless
each of the following conditions has been satisfied:

3.1 Representations.  The representations and
warranties contained in Article IV hereof continue to be true and
correct in all material respects on the date of such Loan and no
Default or Event of Default hereunder shall have occurred and be
continuing.

3.2 Insurance Certificate.  Prior to the initial Loan
the Banks shall have received satisfactory evidence that the
Company maintains hazard and liability insurance coverage
reasonably satisfactory to the Banks.

3.3 Form U-1.  Prior to the initial Loan the Company
shall have executed and delivered to the Agent a Federal Reserve
Form U-l provided for in Regulation U of the Board of Governors
of the Federal Reserve System, and the statements made therein
shall be such, in the reasonable opinion of the Banks, as to
permit the transactions contemplated hereby without violation of
Regulation U.

3.4 Counsel Opinion.  Prior to the initial Loan the
Banks shall have received from Company's counsel satisfactory
opinions as to such matters relating to the Company and its
Subsidiaries, the validity and enforceability of this Agreement,
the Loans to be made hereunder and the other documents required
by this Article III as the Banks shall reasonably require.  The
Company shall execute and/or deliver to the Banks or their
respective counsel such documents concerning its corporate status
and the authorization of such transactions as may be requested.

3.5 Proceedings Satisfactory.  All proceedings taken
in connection with the transactions contemplated by this
Agreement, and all instruments, authorizations and other
documents applicable thereto, shall be satisfactory in form and
substance to the Banks and their respective counsel.

3.6 Violation of Environmental Laws.  In the
reasonable opinion of the Banks there shall not exist any
uncorrected violation by the Company or any Subsidiary of an
Environmental Law or any condition which requires, or may
require, a cleanup, removal or other remedial action by the
Company or any Subsidiary under any Environmental Laws costing
$2,500,000 or more in the aggregate.

3.7 Closing Fee.  The Agent shall have received the
closing fee required pursuant to the fee letter of even date
herewith between the Company and the Agent.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
In order to induce the Banks to make the Loans as
provided herein, the Company represents and warrants to the Banks
as follows, except as set forth in a letter (the "Information and
Exceptions Letter") delivered to the Banks not later than three
(3) Business Days prior to the date of this Agreement.

4.1 Organization.  The Company and each of its
Subsidiaries is a corporation duly organized and existing in good
standing under the laws of the jurisdiction under which it was
incorporated, and has all requisite power and authority,
corporate or otherwise, to conduct its business and to own its
properties.  Set forth in the Information and Exceptions Letter
is a complete and accurate list of all of its Subsidiaries,
showing as of the date hereof (as to each such Subsidiary) the
jurisdiction of its incorporation, the percentage of the
outstanding shares of each class of capital stock owned (directly
or indirectly) by the Company and the number of shares covered by
all outstanding options, warrants, rights of conversion or
purchase, and similar rights.  All of the outstanding stock of
all of the Subsidiaries has been legally and validly issued, is
fully paid and non-assessable except as provided by section
180.0622(2)(b) of the Wisconsin Business Corporation Law and its
predecessor statute, as judicially interpreted, and is owned by
the Company or one or more other Subsidiaries free and clear of
all pledges, liens, security interests and other charges or
encumbrances.  The Company is duly licensed or qualified to do
business in all jurisdictions in which such qualification is
required, and failure to so qualify could have a material adverse
effect on the property, financial condition or business
operations of the Company.

4.2 Authority.  The execution, delivery and
performance of this Agreement, the Notes and the documents
required by Article III (the "Collateral Documents") are within
the corporate powers of the Company, have been duly authorized by
all necessary corporate action and do not and will not (i)
require any consent or approval of the stockholders of the
Company, (ii) violate any provision of the articles of
incorporation or by-laws of the Company or of any law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability
to the Company or any Subsidiary; (iii) require the consent or
approval of, or filing or registration with, any governmental
body, agency or authority; or (iv) result in a breach of or
constitute a default under, or result in the imposition of any
lien, charge or encumbrance upon any property of the Company or
any Subsidiary pursuant to, any indenture or other agreement or
instrument under which the Company or any Subsidiary is a party
or by which it or its properties may be bound or affected.  This
Agreement constitutes, and each of the Notes and each of the
Collateral Documents when executed and delivered hereunder will
constitute, legal, valid and binding obligations of the Company
or other signatory enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy or
similar laws affecting the enforceability of creditors' rights
generally.

4.3 Investment Company Act of 1940.  Neither the
Company nor any Subsidiary is an "investment company" or a
company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

4.4 Employee Retirement Income Security Act.  All
Plans are in compliance in all material respects with the
applicable provisions of ERISA.  Neither the Company nor any
Subsidiary has incurred any material "accumulated funding
deficiency" within the meaning of section 302(a)(2) of ERISA in
connection with any Plan.  There has been no Reportable Event for
any Plan, the occurrence of which would have a materially adverse
effect on the Company or any Subsidiary, nor has the Company or
any Subsidiary incurred any material liability to the Pension
Benefit Guaranty Corporation under section 4062 of ERISA in
connection with any Plan.  The Unfunded Liabilities of all Plans
do not in the aggregate exceed $2,500,000.

4.5 Financial Statements.  The audited consolidated
and consolidating balance sheets of the Company and its
Subsidiaries as of December 31, 1998, and the consolidated and
consolidating statements of income and cash flow of the Company
and its Subsidiaries for the year ended on that date, as prepared
by the Company and certified by Ernst & Young and heretofore
furnished to the Banks, present fairly the financial condition of
the Company and such Subsidiaries as of that date, and the
results of their operations for the fiscal year ended on that
date.  Since December 31, 1998, there has been no material
adverse change in the property, financial condition or business
operations of the Company and its Subsidiaries, taken as a whole.

4.6 Liens.  The Company and each Subsidiary has good
and marketable title to all of its assets, real and personal,
free and clear of all liens, security interests, mortgages and
encumbrances of any kind, except Permitted Liens.  To the best of
the Company's knowledge and belief, all owned and leased
buildings and equipment of the Company and its Subsidiaries are
in good condition, repair and working order in all material
respects and conform in all material respects to all applicable
laws, regulations and ordinances.

4.7 Contingent Liabilities.  Neither the Company nor
any Subsidiary has any guarantees or other contingent liabilities
outstanding (including, without limitation, liabilities by way of
agreement, contingent or otherwise, to purchase, to provide funds
for payment, to supply funds to or otherwise invest in the debtor
or otherwise to assure the creditor against loss), except those
permitted by section 5.7 hereof.

4.8 Taxes.  Except as expressly disclosed in the
financial statements referred to in section 4.5 above, neither
the Company nor any Subsidiary has any material outstanding
unpaid tax liability (except for taxes which are currently
accruing from current operations and ownership of property, which
are not delinquent), and no tax deficiencies have been proposed
or assessed against the Company or any Subsidiary.  The most
recent completed audit of the Company's federal income tax
returns was for the Company's income tax year ending December 31,
1989, and all taxes shown by such returns (together with any
adjustments arising out of such audit, if any) have been paid.

4.9 Absence of Litigation.  Neither the Company nor
any Subsidiary is a party to any litigation or administrative
proceeding, nor so far as is known by the Company is any
litigation or administrative proceeding threatened against it or
any Subsidiary, which in either case (i) challenges the Company's
execution, delivery or performance of this Agreement, the Notes,
or any of the Collateral Documents, (ii) could, if adversely
determined, cause any material adverse change in the property,
financial condition or the conduct of the business of the Company
and its Subsidiaries taken as a whole, (iii) asserts or alleges
the Company or any Subsidiary violated Environmental Laws, (iv)
asserts or alleges that Company or any Subsidiary is required to
cleanup, remove, or take remedial or other response action due to
the disposal, depositing, discharge, leaking or other release of
any hazardous substances or materials, or (v) asserts or alleges
that Company or any Subsidiary is required to pay all or a
portion of the cost of any past, present or future cleanup,
removal or remedial or other response action which arises out of
or is related to the disposal, depositing, discharge, leaking or
other release of any hazardous substances or materials by Company
or any Subsidiary, except with respect to violations, cleanups,
removals and other remedial and response actions referred to
clauses (iii), (iv) and (v) above which will cost the Company and
its Subsidiaries less than $2,500,000 in the aggregate.

4.10 Absence of Default.  No event has occurred which
either of itself or with the lapse of time or the giving of
notice or both, would give any creditor of the Company or any
Subsidiary the right to accelerate the maturity of any
indebtedness of the Company or any Subsidiary for borrowed money,
in each case in excess of $1,000,000.  Neither the Company nor
any Subsidiary is in default under any other lease, agreement or
instrument, or any law, rule, regulation, order, writ,
injunction, decree, determination or award, non-compliance with
which could materially adversely affect its property, financial
condition or business operations.

4.11 No Burdensome Agreements.  Neither the Company nor
any Subsidiary is a party to any agreement, instrument or
undertaking, or subject to any other restriction, (i) which
materially adversely affects the property, financial condition or
business operations of the Company and its Subsidiaries taken as
a whole, or (ii) under or pursuant to which the Company or any
Subsidiary is or will be required to place (or under which any
other person may place) a lien upon any of its properties
securing indebtedness either upon demand or upon the happening of
a condition, with or without such demand, other than Permitted
Liens.

4.12 Trademarks, etc.  The Company and its Subsidiaries
possess adequate trademarks, trade names, copyrights, patents,
permits, service marks and licenses, or rights thereto, for the
present and planned future conduct of their respective businesses
substantially as now conducted, without any known conflict with
the rights of others which might result in a material adverse
effect on the Company and its Subsidiaries taken as a whole.

4.13 Partnerships; Joint Ventures.  Neither the Company
nor any Subsidiary is a member of any partnership or joint
venture except as permitted under section 5.4.

4.14 Full Disclosure.  No information, exhibit or
report furnished by the Company or any Subsidiary to any Bank in
connection with the negotiation or execution of this Agreement
contained any material misstatement of fact as of the date when
made or omitted to state a material fact or any fact necessary to
make the statements contained therein not misleading as of the
date when made.

4.15 Fiscal Year.  The fiscal year of the Company and
each Subsidiary ends on the Saturday which is closest to December
31 of each year.

4.16 Environmental Conditions.  To the Company's
knowledge after reasonable investigation, there are no conditions
existing currently or likely to exist during the term of this
Agreement which would subject the Company or any Subsidiary to
damages, penalties, injunctive relief or cleanup costs under any
Environmental Laws or which require or are likely to require
cleanup, removal, remedial action or other response pursuant to
Environmental Laws by the Company or any Subsidiary, except for
such matters which will cost the Company and its Subsidiaries
less than $2,500,000 in the aggregate.

4.17 Environmental Judgments, Decrees and Orders.
Neither the Company nor any Subsidiary is subject to any
judgment, decree, order or citation related to or arising out of
Environmental Laws and neither the Company nor any Subsidiary has
been named or listed as a potentially responsible party by any
governmental body or agency in a matter arising under any
Environmental Laws, except for such matters which will cost the
Company and its Subsidiaries less than $2,500,000 in the
aggregate.

4.18 Year 2000.  The Company has conducted a review of
its material computer systems and equipment containing embedded
microchips to determine whether they are Year 2000 Compliant (as
defined below).  The Company has plans in place to complete all
system upgrades or reprogramming necessary to make its material
computer systems and equipment containing embedded microchips
Year 2000 Compliant, and to complete the testing thereof, by the
Closing Date.  The Company has received confirmation from what it
believes to be all of its significant vendors and customers as to
whether their systems are Year 2000 Compliant and has taken
necessary steps to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure
to remedy their own year 2000 issues.  The aggregate cost to the
Company of such reprogramming, system upgrades and testing, and
the reasonably foreseeable consequences of year 2000 to the
Company, (including, without limitation, reprogramming errors and
failure of others' systems or equipment), will not result in a
material adverse effect on the business, operations or financial
condition of the Company.  For purposes of the foregoing, "Year
2000 Compliant" shall mean the ability of the system to provide
all of the following functions:
(a) Handle date information before, during and
after January 1, 2000, including but not limited to
accepting date input, providing date output, and
performing calculations on dates or portions of dates;
(b) Function accurately and without interruption
before, during and after January 1, 2000, without any
change in operations associated with the advent of the
new century;
(c) Respond to two-digit, year-date input in a
way that resolves the ambiguity as to century in a
disclosed, defined and predetermined manner; and
(d) Store and provide output of date information
in ways that are unambiguous as to century.

ARTICLE V

NEGATIVE COVENANTS
While any part of the credit granted to the Company is
available and while any part of the principal of or interest on
any Note remains unpaid or any Letter of Credit Obligation
remains outstanding, the Company shall not do any of the
following, or permit any Subsidiary to do any of the following,
without the prior written consent of the Required Banks:

5.1 Restriction of Indebtedness.  Create, incur,
assume or have outstanding any indebtedness for borrowed money or
the deferred purchase price of any asset (including obligations
under Capitalized Leases), except:
(a) the Notes issued under this Agreement;
(b) outstanding indebtedness in respect of
industrial revenue bond financing shown on the
financial statements referred to in section 4.5 above,
provided that such indebtedness shall not be renewed,
extended or increased;
(c) additional long-term indebtedness incurred
pursuant to an offering of long-term notes, bonds or
similar obligations of the Company; provided that,
simultaneously with the closing of such debt offering,
the Term Loan shall be prepaid by an amount equal to
the net proceeds to the Company of such long-term
indebtedness;
(d) indebtedness described in clause (v) of the
definition of Permitted Liens in section 9.1, provided
such indebtedness does not exceed an aggregate of
$5,000,000 outstanding at any one time;
(e) unsecured indebtedness which is subordinated
to the prior payment of the Company's obligations under
this Agreement and the Notes in a manner satisfactory
to the Banks;
(f) indebtedness in respect of Capitalized
Leases, provided that the aggregate lease payments
thereunder do not exceed $1,000,000 in any fiscal year
of the Company; and
(g) other indebtedness not exceeding $5,000,000
in aggregate principal amount at any time outstanding.

5.2 Restriction on Liens.  Create or permit to be
created or allow to exist any mortgage, pledge, encumbrance or
other lien upon or security interest in any property or asset now
owned or hereafter acquired by the Company or any Subsidiary,
except Permitted Liens.

5.3 Sale and Leaseback.  Enter into any agreement
providing for the leasing by the Company or a Subsidiary of
property which has been or is to be sold or transferred by the
Company or a Subsidiary to the lessor thereof, or which is
substantially similar in purpose to property so sold or
transferred, except for agreements relating to sales of property
not exceeding $5,000,000 (in gross sales proceeds to the Company)
in the aggregate.

5.4 Acquisitions and Investments.  Acquire any other
business or make any loan, advance or extension of credit to, or
investment in, any other person, corporation or other entity
(including without limitation Subsidiaries, partnerships and
joint ventures), including investments acquired in exchange for
stock or other securities or obligations of any nature of the
Company or any Subsidiary, except:
(a) investments in (i) bank repurchase
agreements; (ii) savings accounts or certificates of
deposit in a financial institution of recognized
standing; (iii) obligations issued or fully guaranteed
by the United States; (iv) prime commercial paper
maturing within 90 days of the date of acquisition by
the Company or a Subsidiary; and (v) other short-term
fixed income investments of high credit quality
selected by the Company;
(b) loans and advances made to employees and
agents in the ordinary course of business, such as
travel and entertainment advances and similar items;
(c) investments in the Company by a Subsidiary;
(d) credit extended to customers in the ordinary
course of business;
(e) other investments outstanding on December 31,
1998, and shown on the financial statements referred to
in section 4.5 above, provided that such investments
shall not be increased;
(f) investments by the Company (whether by making
a capital contribution, acquiring an equity interest or
making a loan or other extension of credit) in a
wholly-owned Subsidiary or by a wholly-owned Subsidiary
in another wholly-owned Subsidiary; provided that if
and when the aggregate investment of the Company or
another wholly-owned Subsidiary in a wholly-owned
Subsidiary exceeds $5,000,000, such wholly-owned
Subsidiary  shall guaranty all Loans, Reimbursement
Obligations and other obligations of the Company under
this Agreement by executing and delivering a guaranty,
in the form of Exhibit 5.4 attached hereto, and the
Agent shall receive such certificates and opinions of
counsel as the Agent shall reasonably request relating
to the corporate existence and authority of such
Subsidiary and the validity and enforceability of such
guaranty;
(g) additional acquisitions and investments in
present and future Subsidiaries and joint ventures,
provided that all such acquisitions and investments
(valued at original cost without regard to subsequent
increases or decreases in the value thereof) shall not
exceed (i) $15,000,000 in the aggregate and (ii)
$5,000,000 with respect to any single entity; and
(h) for purposes of this Section 5.4, the amount
of any investment made with property other than cash
shall be equal to the fair market value of such
property as reasonably determined by the board of
directors of the Company.

5.5 Liquidation; Merger; Disposition of Assets.
Liquidate or dissolve; or merge with or into or consolidate with
or into any other corporation or entity except a merger of a
wholly-owned Subsidiary into the Company or another wholly-owned
Subsidiary; or sell, lease, transfer or otherwise dispose of all
or any substantial part of its property, assets or business
(other than sales made in the ordinary course of business), or
any stock of any Subsidiary, except for sales, leases, transfers
or other dispositions to wholly-owned Subsidiaries to the extent
permitted by Section 5.4 (f) above.

5.6 Accounts Receivable.  Discount or sell with
recourse, or sell for less than the face amount thereof, any of
its notes or accounts receivable, whether now owned or hereafter
acquired.

5.7 Contingent Liabilities.  Guarantee or become a
surety or otherwise contingently liable (including, without
limitation, liable by way of agreement, contingent or otherwise,
to purchase, to provide funds for payment, to supply funds to or
otherwise invest in the debtor or otherwise to assure the
creditor against loss) for any obligations of others, except (i)
pursuant to the deposit and collection of checks and similar
items in the ordinary course of business, and (ii) other
contingent liabilities in respect of obligations not exceeding an
aggregate of $5,000,000 outstanding at any one time.

5.8 Affiliates.  Suffer or permit any transaction with
any Affiliate, except on terms not less favorable to the Company
or Subsidiary than would be usual and customary in similar
transactions with non-affiliated persons.

5.9 Dividends and Redemptions.  Pay or declare any
dividend, or make any other distribution on account of any shares
of any class of its stock, or redeem, purchase or otherwise
acquire directly or indirectly, any shares of any class of its
stock, except for:
(a) dividends payable in shares of stock of the
Company;
(b) dividends paid to the Company by a wholly-
owned Subsidiary and dividends paid to a wholly-owned
Subsidiary by a wholly-owned Subsidiary of such
Subsidiary;
(c) redemptions of stock of the Company made with
the proceeds of sales of stock of the Company occurring
within 30 days of the date of any such redemption;
(d) repurchases of up to $125,000,000 in
aggregate fair market value of the Company's common
stock made on or before  May 22, 2000; and
(e) cash dividends paid by the Company consistent
with past practices, provided that immediately after
giving effect to any such dividend payment no Default
or Event of Default shall exist.

ARTICLE VI

AFFIRMATIVE COVENANTS
While any part of the credit granted to the Company is
available and while any part of the principal of or interest on
any Note remains unpaid or any Letter of Credit Obligation is
outstanding, and unless waived in writing by the Required Banks,
the Company shall:

6.1 Financial Status.  Maintain:
(a) At the end of each fiscal quarter occurring
in each period set forth in the table below, a
Consolidated Fixed Charge Coverage Ratio for the four
consecutive fiscal quarters then ended of at least the
amount set forth opposite such period:

                                                            Fixed Charge
Period                                                     Coverage Ratio
Closing Date through the day before Fiscal Year End 2001     1.75 : 1.0


Fiscal Year End 2001 through the day before
Fiscal Year End 2002                                         2.00 : 1.0


Fiscal Year End 2002 through the day
before Fiscal Year End 2003                                  2.25 : 1.0


Fiscal Year End 2003 and thereafter                          2.50 : 1.0

(b) At the end of each fiscal quarter, a
Consolidated Interest Coverage Ratio for the four
consecutive fiscal quarters then ended of at least 3.00
to 1.0.
(c) At the end of each fiscal quarter set forth
in the table below, a Consolidated Debt to EBITDA Ratio
for the four consecutive fiscal quarters then ended not
greater than the applicable amount set forth below for
such fiscal quarter:

                                  1999   2000   2001   2002   2003   2004
Fiscal Quarters 1, 2, 3           N/A    3.50   3.00   2.50   2.25   2.00
Fiscal Year End                   2.75   2.50   2.25   2.00   1.75   N/A

6.2 Insurance.  Maintain insurance in such amounts and
against such risks as is customary by companies engaged in the
same or similar businesses and similarly situated.

6.3 Corporate Existence; Obligations.  Do, and cause
each Subsidiary to do, all things necessary to:  (i) maintain its
corporate existence (except for mergers permitted by section 5.5)
and all rights and franchises necessary or desirable for the
conduct of its business; (ii) comply in all material respects
with all applicable laws, rules, regulations and ordinances, and
all restrictions imposed by governmental authorities, including
those relating to environmental standards and controls; and (iii)
pay, before the same become delinquent and before penalties
accrue thereon, all taxes, assessments and other governmental
charges against it or its property, and all of its other
liabilities, except to the extent and so long as the same are
being contested in good faith by appropriate proceedings in such
manner as not to cause any material adverse effect upon its
property, financial condition or business operations, with
adequate reserves provided for such payments.

6.4 Business Activities.  Continue to carry on its
business activities in substantially the manner such activities
are conducted on the date of this Agreement and not make any
material change in the nature of its business.

6.5 Properties.  Keep and cause each Subsidiary to
keep its properties (whether owned or leased) in good condition,
repair and working order, ordinary wear and tear and obsolescence
excepted, and make or cause to be made from time to time all
necessary repairs thereto (including external or structural
repairs) and renewals and replacements thereof consistent with
the exercise of its reasonable business judgment.

6.6 Accounting Records; Reports.  Maintain and cause
each Subsidiary to maintain a standard and modern system for
accounting in accordance with generally accepted principles of
accounting consistently applied throughout all accounting periods
and consistent with those applied in the preparation of the
financial statements referred to in section 4.5; and furnish to
the Agent such information respecting the business, assets and
financial condition of the Company and its Subsidiaries as any
Bank may reasonably request and, without request, furnish to the
Agent:
(a) Within 45 days after the end of each of the
first three quarters of each fiscal year of the Company
(i) consolidated and consolidating balance sheets of
the Company and all of its Subsidiaries as of the close
of such quarter and of the comparable quarter in the
preceding fiscal year; and (ii) consolidated and
consolidating statements of income and cash flow of the
Company and all of its Subsidiaries for such quarter
and for that part of the fiscal year ending with such
quarter and for the corresponding periods of the
preceding fiscal year; all in reasonable detail and
certified as true and correct (subject to audit and
normal year-end adjustments) by the chief financial
officer of the Company; and
(b) As soon as available, and in any event within
90 days after the close of each fiscal year of the
Company, a copy of the audit report for such year and
accompanying consolidated and consolidating financial
statements of the Company and its Subsidiaries, as
prepared by independent public accountants of
recognized standing selected by the Company and
reasonably satisfactory to the Required Banks, which
audit report shall be accompanied by an opinion of such
accountants, in form reasonably satisfactory to the
Required Banks, to the effect that the same fairly
present the financial condition of the Company and its
Subsidiaries and the results of its and their
operations as of the relevant dates thereof; and
(c) As soon as available, copies of all reports
or materials submitted or distributed to shareholders
of the Company or filed with the Securities and
Exchange Commission or other governmental agency having
regulatory authority over the Company or any Subsidiary
or with any national securities exchange; and
(d) Promptly, and in any event within 10 days
after an officer of the Company has actual knowledge
thereof a statement of the chief financial officer of
the Company describing:  (i) any Default or Event of
Default hereunder, or any other event which, either of
itself or with the lapse of time or the giving of
notice or both, would constitute a default under any
other material agreement to which the Company or any
Subsidiary is a party, together with a statement of the
actions which the Company proposes to take with respect
thereto; (ii) any pending or threatened litigation or
administrative proceeding of the type described in
section 4.9; and (iii) any fact or circumstance which
is materially adverse to the property, financial
condition or business operations of the Company and its
Subsidiaries taken as a whole; and
(e) (i) Promptly, and in any event within 30
days, after an officer of the Company acquires actual
knowledge that any material Reportable Event with
respect to any Plan has occurred, a statement of the
chief financial officer of the Company setting forth
details as to such Reportable Event and the action
which the Company proposes to take with respect
thereto, together with a copy of any notice of such
Reportable Event given to the Pension Benefit Guaranty
Corporation if a copy of such notice is available to
the Company, (ii) promptly after the filing thereof
with the Internal Revenue Service, copies of each
annual report with respect to each Plan administered by
the Company and (iii) promptly after receipt thereof, a
copy of any notice (other than a notice of general
application) the Company, any Subsidiary or any member
of the Controlled Group may receive from the Pension
Benefit Guaranty Corporation or the Internal Revenue
Service with respect to any Plan administered by the
Company.
The financial statements referred to in (a) and (b)
above shall be accompanied by a certificate by the chief
financial officer of the Company demonstrating compliance with
the covenants in section 6.1 during the relevant period and
stating that, as of the close of the last period covered in such
financial statements, no condition or event had occurred which
constitutes a Default hereunder or which, after notice or lapse
of time or both, would constitute a Default hereunder (or if
there was such a condition or event, specifying the same).  The
audit report referred to in (b) above shall be accompanied by a
certificate by the accountants who prepared the audit report, as
of the date of such audit report, stating that in the course of
their audit, nothing has come to their attention suggesting that
a condition or event has occurred which constitutes a Default
hereunder or which, after notice or lapse of time or both, would
constitute a Default hereunder (or if there was such a condition
or event, specifying the same); but such accountants shall not be
liable for any failure to obtain knowledge of any such condition
or event.  The Agent shall promptly furnish to each of the Banks
(i) copies of the certificates delivered to the Agent pursuant to
this paragraph, and (ii) copies of any statements delivered to
the Agent pursuant to section 6.6(d) or (e) above.

6.7 Inspection of Records.  Permit representatives of
the Banks at their own expense to visit and inspect any of the
properties and examine any of the books and records of the
Company and its Subsidiaries at any reasonable time and as often
as may be reasonably desired.

6.8 Compliance with Environmental Laws.  Timely comply
in all material respects, and cause each Subsidiary to comply in
all material respects, with all applicable Environmental Laws.

6.9 Environmental Audit.  Permit, at its expense, at
the request of the Required Banks, an Environmental Audit solely
for the benefit of the Banks, to be conducted by the Banks or an
independent agent selected by the Banks, but only in the event of
a circumstance or condition of the nature described in section
6.10 below which, in the reasonable judgment of the Required
Banks, will cost the Company $2,500,000 or more in the aggregate.
This provision shall not relieve the Company or any Subsidiary
from conducting its own Environmental Audits or taking any other
steps necessary to comply with Environmental Laws.

6.10 Orders, Decrees and Other Documents.  Provide to
the Agent, immediately upon receipt, copies of any
correspondence, notice, pleading, citation, indictment,
complaint, order, decree, or other document from any source
asserting or alleging a circumstance or condition which requires
or may require a financial contribution by the Company or any
Subsidiary or a cleanup, removal, remedial action, or other
response by or on the part of the Company or any Subsidiary under
Environmental Laws or which seeks damages or civil, criminal or
punitive penalties from the Company or any Subsidiary for an
alleged violation of Environmental Laws; provided, however, such
documentation need not be delivered to the Agent unless and until
the circumstances or conditions referred to therein will,
individually or in the aggregate with any other such matters,
likely result in costs to the Company and its Subsidiaries of
$1,000,000 or more.

ARTICLE VII

DEFAULTS

7.1 Defaults.  The occurrence of any one or more of
the following events shall constitute an "Event of Default":
(a) The Company shall fail to pay (i) any
interest due on any Note, or any other amount payable
hereunder (other than a principal payment on any Note
or a Reimbursement Obligation) by five days after the
same becomes due; or (ii) any principal amount due on
any Note or any Reimbursement Obligation when due;
(b) The Company shall default in the performance
or observance of any agreement, covenant, condition,
provision or term contained in Article V (other than
section 5.8) or section 6.1 of this Agreement;
(c) The Company shall default in the performance
or observance of any of the other agreements,
covenants, conditions, provisions or terms in this
Agreement or any Collateral Document and such default
continues for a period of thirty days after written
notice thereof is given to the Company by any of the
Banks;
(d) Any representation or warranty made by the
Company herein or any certificate delivered pursuant
hereto, or any financial statement delivered to any
Bank hereunder, shall prove to have been false in any
material respect as of the time when made or given;
(e) The Company or any Subsidiary shall fail to
pay as and when due and payable (whether at maturity,
by acceleration or otherwise) all or any part of the
principal of or interest on any indebtedness of or
assumed by it, or of the rentals due under any lease or
sublease, or of any other obligation for the payment of
money, in each case where such payments aggregate
$1,000,000 or more, and such default shall not be cured
within the period or periods of grace, if any,
specified in the instruments governing such
obligations; or default shall occur under any evidence
of, or any indenture, lease, sublease, agreement or
other instrument governing such obligations, and such
default shall continue for a period of time sufficient
to permit the acceleration of the maturity of any such
indebtedness or other obligation or the termination of
such lease or sublease, unless the Company or such
Subsidiary shall be contesting such default in good
faith by appropriate proceedings;
(f) A final judgment which, together with all
other outstanding final judgments against the Company
and its Subsidiaries, or any of them, exceeds an
aggregate of $100,000 shall be entered against the
Company or any Subsidiary and shall remain outstanding
and unsatisfied, unbonded, unstayed or uninsured after
60 days from the date of entry thereof;
(g) The Company or any Subsidiary shall:  (i)
become insolvent; or (ii) be unable, or admit in
writing its inability to pay its debts as they mature;
or (iii) make a general assignment for the benefit of
creditors or to an agent authorized to liquidate any
substantial amount of its property; or (iv) become the
subject of an "order for relief" within the meaning of
the United States Bankruptcy Code; or (v) become the
subject of a creditor's petition for liquidation,
reorganization or to effect a plan or other arrangement
with creditors; or (vi) apply to a court for the
appointment of a custodian or receiver for any of its
assets; or (vii) have a custodian or receiver appointed
for any of its assets (with or without its consent); or
(viii) otherwise become the subject of any insolvency
proceedings or propose or enter into any formal or
informal composition or arrangement with its creditors;
(h) This Agreement, any Note or any Collateral
Document shall, at any time after their respective
execution and delivery, and for any reason, cease to be
in full force and effect or be declared null and void,
or be revoked or terminated, or the validity or
enforceability thereof or hereof shall be contested by
the Company, or the Company shall deny that it has any
or further liability or obligation thereunder or
hereunder, as the case may be;
(i) Any Reportable Event, which the Required
Banks determine in good faith to constitute grounds for
the termination of any Plan by the Pension Benefit
Guaranty Corporation or for the appointment by the
appropriate United States District Court of a trustee
to administer any Plan, shall have occurred, or any
Plan shall be terminated within the meaning of Title IV
of ERISA, or a trustee shall be appointed by the
appropriate United States District Court to administer
any Plan, or the Pension Benefit Guaranty Corporation
shall institute proceedings to terminate any Plan or to
appoint a trustee to administer any Plan, and in case
of any event described in the preceding provisions of
this subsection (i) the Required Banks determine in
good faith that the aggregate amount of the Company's
liability to the Pension Benefit Guaranty Corporation
under ERISA shall exceed $1,000,000 and such liability
is not covered, for the benefit of the Company, by
insurance; or
(j) A Change of Control.

7.2 Termination of Aggregate Commitment and
Acceleration of Obligations.  Upon the occurrence of any Event of
Default:
(a) As to any Event of Default (other than an
Event of Default under section 7.1(g)) and at any time
thereafter, and in each case, the Required Banks (or
the Agent with the written consent of the Required
Banks) may, by written notice to the Company,
immediately terminate the obligation of the Banks to
make Loans and issue Letters of Credit hereunder and
declare the unpaid principal balance of the Notes,
together with all interest accrued thereon, to be
immediately due and payable; and the unpaid principal
balance of such Notes and all unreimbursed amounts
drawn on Letters of Credit, together with all interest
accrued thereon and all accrued fees and other amounts
due hereunder, shall thereupon be due and payable
without further notice of any kind, all of which are
hereby waived, and notwithstanding anything to the
contrary herein or in the Notes contained;
(b) As to any Event of Default under section
7.1(g), the obligation of the Banks to make Loans and
issue Letters of Credit hereunder shall immediately
terminate and the unpaid principal balance of all Notes
and all unreimbursed amounts drawn on Letters of
Credit, together with all interest accrued thereon and
all accrued fees and other amounts due hereunder, shall
immediately and forthwith be due and payable, all
without presentment, demand, protest, or further notice
of any kind, all of which are hereby waived,
notwithstanding anything to the contrary herein or in
the Notes contained;
(c) As to each Event of Default, the Banks shall
have all the remedies for default provided by the
Collateral Documents, as well as applicable law.
(d) In the event that the unpaid principal
balance of the Notes becomes immediately due and
payable pursuant to this section 7.2, the Company shall
pay to the appropriate LOC Bank the sum of the largest
drafts which could then or thereafter be drawn under
all outstanding Letters of Credit, which sum the LOC
Bank may hold for the account of the Company, without
interest, for the purpose of paying any draft
presented, with the excess, if any, to be returned to
the Company upon termination or expiration of such
Letters of Credit.

ARTICLE VIII

THE AGENT
8.1 Appointment and Powers.  Each of the Banks hereby
appoints Firstar Bank, National Association as Agent for the
Banks hereunder, and authorizes the Agent to take such action as
Agent on its behalf and to exercise such powers as are
specifically delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto.  The
duties of the Agent shall be entirely ministerial; the Agent
shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or
conditions of this Agreement, the Notes or any related document,
or to enforce such performance, or to inspect the property
(including the books and records) of the Company or any of its
subsidiaries; and the Agent shall not be required to take any
action which exposes the Agent to personal liability (unless
indemnification with respect to such action satisfactory to the
Agent in its sole discretion is provided to the Agent by the
Required Banks) or which is contrary to this Agreement or the
Notes or applicable law.  Firstar Bank, National Association
agrees to act as Agent upon the express terms and conditions
contained in this Article VIII.  Each of the Banks hereby
appoints Harris Trust and Savings Bank, BankBoston, N.A. and Bank
One, NA (Main Office Chicago) as Co-Agents hereunder, but such
Co-Agents shall not have any duties or responsibilities under
this Agreement.

8.2 Responsibility.  The Agent (i) makes no
representation or warranty to any Bank and shall not be
responsible to any Bank for any oral or written recitals,
reports, statements, warranties or representations made in or in
connection with this Agreement or any Note; (ii) shall not be
responsible for the due execution, legality, validity,
enforceability, genuineness, sufficiency, collectability or value
of this Agreement or any Note or any other instrument or document
furnished pursuant thereto; (iii) may treat the payee of any Note
as the owner thereof until the Agent receives written notice of
the assignment or transfer thereof signed by such payee and in
form satisfactory to the Agent; (iv) may execute any of its
duties under this Agreement by or through employees, agents and
attorneys in fact and shall not be answerable for the default or
misconduct of any such employee, agent or attorney in fact
selected by it with reasonable care; (v) may (but shall not be
required to) consult with legal counsel (including counsel for
the Company), independent public accountants and other experts
selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with advice
of such counsel, accountants or experts; (vi) shall be entitled
to rely upon any note, notice, consent, waiver, amendment,
certificate, affidavit, letter, telegram, telex, cable or other
document or communication believed by it to be genuine and signed
or sent by the proper party or parties, and may rely on
statements contained therein without further inquiry or
investigation.  Neither the Agent nor any of its directors,
officers, agents, or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection
with this Agreement or the Notes, except for its or their own
gross negligence or willful misconduct.

8.3 Agent's Indemnification.  The Banks agree to
indemnify and reimburse the Agent (to the extent not reimbursed
by the Company), ratably from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent as such in any way relating to or
arising out of this Agreement or any action taken or omitted by
the Agent under this Agreement, provided that no Bank shall be
liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or
willful misconduct.  Without limitation of the foregoing, each
Bank agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel
fees) incurred by the Agent in connection with the preparation,
execution, administration or enforcement of, or the preservation
of any rights under, this Agreement to the extent that the Agent
is not reimbursed for such expenses by the Company.

8.4 Rights as a Lender.  With respect to its
Commitment and the Notes issued to it, Firstar Bank, National
Association, in its individual capacity as a Bank, shall have,
and may exercise, the same rights and powers under this Agreement
and the Notes payable to it as any other Bank has under this
Agreement and Notes, and the terms "Bank" and "Banks", unless the
context otherwise requires, shall include Firstar Bank, National
Association in its individual capacity as a Bank.  Firstar Bank,
National Association and its affiliates may accept deposits from,
lend money to, act as trustee under indentures of, and generally
engage in any kind of banking or trust business with, the Company
or any of its Subsidiaries and any person, firm or corporation
who may do business with or own securities of the Company or any
Subsidiary, all as if it were not the Agent, and without any duty
to account therefor to the Banks.

8.5 Credit Investigation.  Each of the Banks severally
represents and warrants to each of the other Banks and to the
Agent that it has made its own independent investigation and
evaluation of the financial condition and affairs of the Company
and its Subsidiaries in connection with such Bank's execution and
delivery of this Agreement and the making of its Loans and has
not relied on any information or evaluation provided by any other
Bank or the Agent in connection with any of the foregoing (other
than information provided by the Company to the Agent for
transmittal to the Banks in connection with the foregoing); and
each Bank represents and warrants to each other Bank and to the
Agent that it shall continue to make its own independent
investigation and evaluation of the credit-worthiness of the
Company and its Subsidiaries while the Commitments and/or the
Notes are outstanding.

8.6 Compensation.  The Agent shall receive such
compensation for its services as Agent under this Agreement as
may be agreed from time to time by the Company and the Agent.

ARTICLE IX

MISCELLANEOUS
9.1 Accounting Terms; Definitions.  Except as
otherwise provided, all accounting terms shall be construed in
accordance with generally accepted accounting principles
consistently applied and consistent with those applied in the
preparation of the financial statements referred to in section
4.5, and financial data submitted pursuant to this Agreement
shall be prepared in accordance with such principles.  As used
herein:
(a) the term "Adjusted LIBOR Rate" means, for any
Interest Period with respect to an Adjusted LIBOR Rate
Loan, a rate per annum (rounded upward, if necessary,
to the nearest 1/100 of 1%) determined pursuant to the
following formula:

Adjusted LIBOR Rate =          LIBOR Rate            + Applicable Margin
                       1-LIBOR Reserve Requirement


(b) the term "Adjusted LIBOR Rate Loan" means all
or part of any Loan which bears interest at or by
reference to the Adjusted LIBOR Rate.
(c) the term "Affiliate" means, with respect to
any Person, any other Person, which, directly or
indirectly, controls, is controlled by, or is under
common control with, such Person.
(d) the term "Aggregate Commitment" means the sum
of the Aggregate Revolver Commitment plus the Term Loan
Commitment.
(e) the term "Applicable Margin" means, at any
time, the percent per annum specified below for
Adjusted LIBOR Rate Loans, Commitment Fees and standby
Letter of Credit fees, as the case may be, at the level
corresponding to the Consolidated Debt to EBITDA Ratio
of the Company for the four consecutive fiscal quarters
most recently ended, as shown by the financial
statements delivered pursuant to Sections 6.6(a) and
6.6(b):

<TABLE>
                            Applicable Margin

           Consolidated Debt                                         Standby
                  to                 Adjusted LIBOR  Commitment  Letter of Credit
Level         EBITDA Ratio             Rate Loans        Fees          Fees
<S>    <C>                                <C>           <C>            <C>
1      greater or = 2.00%                 1.50%         0.275%         1.225%
2      greater or = 1.50 less than 2.00   1.25%         0.250%         1.000%
3      greater or = 1.00 less than 1.50   1.00%         0.225%         0.775%
4      less than 2.00                     0.75%         0.200%         0.550%
</TABLE>

The Applicable Margin shall, in each case, be
determined and adjusted if necessary on the fifth
Business Day after receipt by the Agent of the
financial statements of the Company for each fiscal
quarter or fiscal year (as the case may be) delivered
pursuant to Sections 6.6(a) and 6.6(b) (each a
"Calculation Date").  Each determination of the
Applicable Margin shall be effective from one
Calculation Date until the next Calculation Date.
Notwithstanding the foregoing, however, (i) the
Applicable Margin shall be at Level 1 at all times
until the end of the Drawdown Period, (ii) for the
period from the day after the end of the Drawdown
Period until delivery of the annual audited financial
statements for the Company's fiscal year ending
December 30, 2000, the Applicable Margin shall be set
at the level corresponding to the Consolidated Debt to
EBITDA Ratio as of the Company's 1999 fiscal year-end,
calculated as if the Term Loan outstanding at the end
of the Drawdown Period had been outstanding at such
1999 fiscal year end, and (iii) the Applicable Margin
shall be at Level 1 at all times during the
continuation of an Event of Default or during any
failure by the Company to deliver financial statements
by the deadlines set forth in Sections 6.6(a) and
6.6(b).
(f) the term "Borrowing Date" means each date
(which must be a Business Day) on which Loans are made
to the Company or on which any Loan bearing interest at
one rate is converted into a Loan bearing interest at
another rate or is continued.
(g) the term "Business Day" means any date other
than a Saturday, Sunday or other day on which banks in
the States of Wisconsin, Illinois, or Massachusetts are
required or authorized to close; provided, however,
that for purposes of determining the applicable
Interest Period for an Adjusted LIBOR Rate Loan,
references to Business Day will include only those days
on which dealings in United States Dollar deposits are
carried out by United States financial institutions in
the London interbank market.
(h) the term "Capitalized Lease" means any lease
which is capitalized on the books of the lessee, or
should be so capitalized under generally accepted
accounting principles.
(i) the term "Change of Control" means any event
or series of events resulting in the Members of the
Wyman and Hyde Families failing to own, directly or
indirectly, with full power to vote or to direct the
voting of an aggregate of  more than fifty percent
(50%) of the voting power of the Class B Common Stock
of the Company (or any class or series having
equivalent rights, powers and preferences).  As used
herein, the term "Members of the Wyman and Hyde
Families" means the descendants of Earl W. Wyman, their
spouses and children, together with any and all trusts
of which they are beneficiaries; partnerships, limited
partnerships or limited liability partnerships in which
they, or entities 100% owned by them, are partners;
limited liability companies in which they, or entities
100% owned by them, are members; or charitable not-for-
profit foundations of which they have voting control.
(j) the term "Closing Date" means November 3,
1999 or such other date agreed to by the Company and
the Banks on which the first advance of the Term Loan
is made hereunder.
(k) the term "Commitment" means, with respect to
each Bank, its Revolver Commitment plus its Term Loan
Commitment.
(l) the term "Consolidated Debt to EBITDA Ratio"
means, for any period, the relationship, expressed as a
numerical ratio; between:
(1) Consolidated Total Debt as of the end of
such period, and
(2) EBITDA for such period,
all as determined in accordance with generally accepted
accounting principles applied on a consolidated basis to the
Company and its Subsidiaries.
(m) the term "Consolidated Fixed Charge Coverage
Ratio" means, for any period, the relationship,
expressed as a numerical ratio, between:
(1) EBITDA of the Company and its
Subsidiaries for such period, and
(2) the sum of (A) net interest expense on
indebtedness of the Company and its
Subsidiaries (including the interest
component of Capitalized Leases) for
such period, (B) scheduled principal
payments on indebtedness of the Company
and its Subsidiaries during such period,
and (C) the principal component of
required payments in respect of
Capitalized Leases during such period,
all as determined in accordance with generally accepted
accounting principles applied on a consolidated basis to the
Company and its Subsidiaries.
(n) the term "Consolidated Interest Coverage
Ratio: means, for any period, the relationship,
expressed as a numerical ratio, between:
(1) EBIT of the Company and its Subsidiaries
for such period, and
(2) net interest expense on indebtedness of
the Company and its Subsidiaries
(including the interest component of
Capitalized Leases) for such period,
all as determined in accordance with generally accepted
accounting principles applied on a consolidated basis to the
Company and its Subsidiaries.
(o) the term "Consolidated Net Earnings" means:
(1) all revenues and income derived from
operations in the ordinary course of
business (excluding extraordinary gains
and profits upon the disposition of
investments and fixed assets),
Minus:

(2) all expenses and other proper charges
against income (including payment or
provision for all applicable income and
other taxes, but excluding extraordinary
losses and losses upon the disposition
of investments and fixed assets),
all as determined in accordance with generally accepted
accounting principles as applied on a consolidated basis to the
Company and its Subsidiaries.
(p) the term "Consolidated Total Debt" means all
of the following determined on a consolidated basis
with respect to the Company and its Subsidiaries in
accordance with generally accepted accounting
principles: (i) indebtedness for borrowed money, (ii)
obligations representing the deferred purchase price of
property or services other than (x) accounts payable
arising in the ordinary course of business on terms
customary in the trade and (y) obligations related to
employee benefit plans and deferred compensation plans
of the Company, (iii) obligations evidenced by notes,
bonds, acceptances, or other instruments or arising in
connection with letters of credit issued for the
account of the Company or a Subsidiary, (iv)
obligations, whether or not assumed, secured by liens
or payable out of the proceeds or production from
property now or hereafter owned or acquired by the
Company or a Subsidiary and (v) Capitalized Leases.
(q) the term "Controlled Group" means a
controlled group of corporations as defined in Section
1563 of the Internal Revenue Code of 1986, as amended,
of which the Company is a part.
(r) the term "Default" means any condition or
event which with the passage of time or the giving of
notice or both would constitute an Event of Default.
(s) the term "EBIT" means, for any period,
Consolidated Net Earnings of the Company for such
period plus the sum of the following (all to the extent
deducted in arriving at such Consolidated Net Earnings
for such period): (A) net interest expense on
indebtedness of the Company and its Subsidiaries
(including the interest component of Capitalized
Leases) for such period, and (B) payment or provision
for income and other taxes for such period, all as
determined in accordance with generally accepted
accounting principles applied on a consolidated basis
to the Company and its Subsidiaries.
(t) the term "EBITDA" means, for any period,
Consolidated Net Earnings of the Company for such
period plus the sum of the following (all to the extent
deducted in arriving at such Consolidated Net Earnings
for such period):  (A) depreciation, amortization and
all other non-cash deductions arising in the normal
course of operations and shown on the Company's
financial statements for such period, (B) net interest
expense on indebtedness of the Company and its
Subsidiaries (including the interest component of
Capitalized Leases) for such period and (C) payment or
provision for income and other taxes for such period,
all as determined in accordance with generally accepted
accounting principles as applied on a consolidated
basis to the Company and its Subsidiaries.
(u) the term "Eligible Assignee" means (a) a
Bank; (b) an Affiliate of a Bank; and (c) any other
Person approved by the Agent, each LOC Bank and the
Company (such approval not to be unreasonably withheld
or delayed); provided that (i) the Company's consent
shall not be required during the existence and
continuation of an Event of Default, (ii) approval by
the Company shall be deemed given if no objection is
received by the assigning Bank and the Agent from the
Company within five Business Days after notice of such
proposed assignment has been received by the Company;
and (iii) neither the Company nor an Affiliate of the
Company shall qualify as an Eligible Assignee.
(v) The term "Environmental Audit" means a review
for the purpose of determining whether the Company and
each Subsidiary complies with Environmental Laws and
whether there exists any condition or circumstance
which requires or will require a cleanup, removal, or
other remedial action under Environmental Laws on the
part of the Company or any Subsidiary including, but
not limited to, some or all of the following:
(1) on site inspection including review of
site geology, hydrogeology, demography,
land use and population;
(2) taking and analyzing soil borings and
installing ground water monitoring wells
and analyzing samples taken from such
wells;
(3) taking and analyzing of air samples and
testing of underground tanks;
(4) reviewing plant permits, compliance
records and regulatory correspondence,
and interviewing enforcement staff at
regulatory agencies;
(5) reviewing the operations, procedures and
documentation of the Company and its
Subsidiaries; and
(6) interviewing past and present employees
of the Company and its Subsidiaries.
(w) The term "Environmental Laws" means all
federal, state and local laws including rules of common
law, statutes, regulations, ordinances, codes, rules
and other governmental restrictions and requirements
relating to the discharge of air pollutants, water
pollutants or process waste water or otherwise relating
to the environment or hazardous substances including,
but not limited to, the Federal Solid Waste Disposal
Act, the Federal Clean Air Act, the Federal Clean Water
Act, the Federal Resource Conservation and Recovery Act
of 1976, the Federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, the
Toxic Substances Control Act, the Hazardous Materials
Transportation Act, regulations of the Environmental
Protection Agency, regulations of the Nuclear
Regulatory Agency, and regulations of any state
department of natural resources or state environmental
protection agency now or at any time hereafter in
effect.
(x) the term "ERISA" means the Employee
Retirement Income Security Act of 1974, as the same may
be in effect from time to time.
(y) the term "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 conducted by brokers in federal funds, as
published for such 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 for such day on such transactions received
by the Agent from three federal funds brokers of
recognized standing selected by it.  In the case of a
day which is not a Business Day, the Federal Funds Rate
for such day shall be the Federal Funds Rate for the
preceding Business Day.
(z) the term "Interest Period" means with respect
to each Adjusted LIBOR Rate Loan, the period commencing
on the applicable Borrowing Date and ending one, two or
three months thereafter, as specified by the Company in
the related notice of borrowing pursuant to Section
2.2, and with respect to a Variable Rate Loan converted
to an Adjusted LIBOR Rate Loan, or in the case of a
continuation of an Adjusted LIBOR Rate Loan for an
additional Interest Period, the period commencing on
the date of such conversion or continuation and ending
one, two or three months thereafter, as specified by
the Company in the related notice pursuant to Section
2.5, provided that:
(1) any Interest Period which would
otherwise end on a day which is not a
Business Day will be extended to the
next succeeding Business Day unless such
Business Day falls in another calendar
month, in which case such Interest
Period will end on the immediately
preceding Business Day;
(2) any Interest 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 a
calendar month at the end of such
Interest Period) will, subject to clause
(3) below, end on the last Business Day
of a calendar month; and
(3) in no event may any Interest Period
extend beyond the Termination Date (with
respect to Revolving Credit Loans) or
the maturity of the Term Loan.
(aa) the term "Letter of Credit Obligations" means
the aggregate undrawn face amounts of all outstanding
Letters of Credit and all unpaid Reimbursement
Obligations.
(bb) the term "LIBOR Rate" means, for any Interest
Period with respect to an Adjusted LIBOR Rate Loan, the
per annum rate of interest determined by the Agent to
be the arithmetic average (rounded upward, if
necessary, to the nearest 1/100 of 1%) of the offered
rates for deposits in United States Dollars for the
applicable Interest Period which appear on the Telerate
Screen Page 3750 (or such other page of Telerate or
such other service on which the appropriate information
may be displayed), on the electronic communications
terminals in the Agent's money center, as of 11 a.m.,
London time, on the Business Day which is two Business
Days before the applicable Borrowing Date ("Calculation
Date"), except as provided below.  If fewer than two
offered rates appear for the applicable Interest Period
or if the appropriate screen is not accessible as of
such time, or if the Agent determines that such offered
rates will not adequately and fairly reflect the Banks'
cost of funding or maintaining such Adjusted LIBOR Rate
Loan for such Interest Period, the term "LIBOR Rate"
shall mean the per annum rate of interest determined by
the Agent to be the average (rounded up, if necessary,
to the nearest 1/100 of 1%) of the rates at which
deposits in U.S. dollars are offered to the Agent by
four major banks in the offshore interbank market, as
selected by the Agent ("Reference Banks"), at
approximately 12:00 noon, Milwaukee time, on the
Calculation Date for the applicable Interest Period and
in an amount equal to the principal amount of the
applicable Adjusted LIBOR Rate Loan.  The Agent will
request the principal offshore office of each of such
Reference Banks to provide a quotation of its rate.  If
at least two such quotations are provided, the
applicable rate will be the arithmetic mean of the
quotations.  If fewer than two quotations are provided
as requested, the applicable rate will be the
arithmetic mean of the rates quoted by major banks in
New York City, selected by the Agent, at approximately
1:00 p.m., New York City time, on the Calculation Date
for Loans in United States Dollars to leading European
banks for the applicable Interest Period and in an
amount equal to the principal amount of the applicable
Adjusted LIBOR Rate Loan.
(cc) the term "LIBOR Reserve Requirement" means,
for any Interest Period with respect to an Adjusted
LIBOR Rate Loan, the stated maximum rate of all reserve
requirements (including all basic, supplemental,
marginal, emergency and other reserves and taking into
account any transitional adjustments or other scheduled
changes in reserve requirements during such Interest
Period) that is specified on the first day of such
Interest Period by the Board of Governors of the
Federal Reserve System for determining the maximum
reserve requirement with respect to eurocurrency
funding (currently referred to as "Eurocurrency
liabilities" in Regulation D of such Board of
Governors) applicable to the class of banks of which
any Bank is a member.
(dd) the term "Loans" means Revolving Credit
Loans, the Term Loan and Swingline Loans.
(ee) the term "Multiemployer Plan" means a
multiemployer pension plan within the meaning of the
Multiemployer Pension Plan Amendment Act, as amended
from time to time.
(ff) the term "Notes" shall mean, collectively,
the Revolving Credit Notes, the Term Notes and the
Swingline Note.
(gg) the term "Percentage Interests" shall mean
the respective interests of the Banks in the Aggregate
Commitment and the outstanding principal amount of
Loans made under this Agreement, as set forth on
Appendix A, subject to adjustment from time to time on
account of assignments made pursuant to Section 9.11.
(hh) the term "Permitted Liens" means:
(i) liens outstanding on December 31, 1998,
and shown or reflected on the financial statements
referred to in section 4.5 above;
(ii) liens on property financed with the
proceeds of industrial revenue bonds permitted by
Section 5.1(b) given to secure indebtedness
evidenced by such bonds and other obligations of
the Company directly relating thereto;
(iii) liens for taxes, assessments or
governmental charges, and liens incident to
construction, which are either not delinquent or
are being contested in good faith by the Company
or a Subsidiary by appropriate proceedings which
will prevent foreclosure of such liens, and
against which adequate reserves have been
provided; and easements, restrictions, minor title
irregularities and similar matters which have no
adverse effect as a practical matter upon the
ownership and use of the affected property by the
Company or any Subsidiary;
(iv) liens or deposits in connection with
worker's compensation or other insurance or to
secure customs' duties, public or statutory
obligations in lieu of surety, stay or appeal
bonds, or to secure performance of contracts or
bids (other than contracts for the payment of
money borrowed), or deposits required by law or
governmental regulations or by any court order,
decree, judgment or rule as a condition to the
transaction of business or the exercise of any
right, privilege or license; or other liens or
deposits of a like nature made in the ordinary
course of business; provided that the aggregate
amount of liabilities (including interest and
penalties, if any) of the Company secured by any
stay or appeal bond shall not exceed $10,000,000
at any one time outstanding; and
(v) purchase money liens on property (other
than inventory) acquired in the ordinary course of
business, to finance or secure a portion of the
purchase price thereof, and liens on property
acquired existing at the time of acquisition;
provided that in each case such lien shall be
limited to the property so acquired and the
liability secured by such lien does not exceed
either the purchase price or the fair market value
of the asset acquired and the indebtedness secured
by such lien is permitted by Section 5.1(d).
(ii) the term "Person" means any individual,
partnership, joint venture, firm, corporation,
association, trust, limited liability company or other
enterprise (whether or not incorporated), or any
government or political subvision or any agency,
department or instrumentality thereof.
(jj) the term "Plan" means any employee pension
benefit plan subject to Title IV of ERISA maintained by
the Company, any of its Subsidiaries, or any member of
the Controlled Group, or any such plan to which the
Company, any of its Subsidiaries, or any member of the
Controlled Group is required to contribute on behalf of
any of its employees.
(kk) the term "Prime Rate" means the rate of
interest announced by the Agent as its prime or
reference rate for interest rate calculations, as such
rate may change from time to time.  The Prime Rate may
not be the lowest interest rate charged by the Agent.
(ll) the term "Regulatory Change" means any change
enacted or issued after the date of this Agreement of
any (or the adoption after the date of this Agreement
of any new) federal or state law, regulation,
interpretation, direction, policy or guideline, or any
court decision, which affects the treatment of any
extensions of credit of the Banks.
(mm) the term "Reimbursement Obligations" means
all obligations of the Company to reimburse each LOC
Bank for all drawings under Letters of Credit.
(nn) the term "Reportable Event" means a
reportable event as that term is defined in Title IV of
ERISA.
(oo) the term "Required Banks" means Banks holding
at least 66 2/3% of the Aggregate Commitment, or if the
Aggregate Commitment has been terminated, Banks holding
at least 66 2/3% of the aggregate principal amount of
all Loans and Letter of Credit Obligations outstanding
hereunder.
(pp) The term "Revolver Commitment" is defined in
section 1.1.
(qq) the term "Subsidiary" means a corporation,
partnership or other entity of which the Company owns,
directly or through another Subsidiary, at the date of
determination, more than 50% of the outstanding stock
(or other shares of beneficial interest) having
ordinary voting power for the election of directors,
irrespective of whether or not at such time stock of
any other class or classes might have voting power by
reason of the happening of any contingency, or holds at
least a majority of partnership or similar interests,
or is a general partner with control over such
partnership under the terms of the applicable
partnership agreement.
(rr) The term "Term Loan Commitment" is defined in
section 1.2.
(ss) the term "Unfunded Liabilities" means, with
regard to any Plan, the excess of the current value of
the Plan's benefits guaranteed under ERISA over the
current value of the Plan's assets allocable to such
benefits.
(tt) the term "Variable Rate" means the rate per
annum equal to the Prime Rate.
(uu) the term "Variable Rate Loan" means any Loan
which bears interest at or by reference to the Variable
Rate.

9.2 Expenses; Indemnity.
(a) The Company shall pay or reimburse each Bank
and the Agent for (i) all reasonable out-of-pocket
costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses, including the
fees and expenses of in-house counsel) paid or incurred
by the Agent or such Bank in connection with the
negotiation, preparation, execution, delivery, and
administration of this Agreement, the Notes, the
Letters of Credit, the Collateral Documents and any
other document required hereunder or thereunder,
including without limitation any amendment, supplement,
modification or waiver of or to any of the foregoing;
provided that such costs and expenses of each Bank
(other than the Agent) in connection with the
negotiation, preparation and delivery of this
Agreement, the Notes, the Letters of Credit, the
Collateral Documents and any other document required
hereunder or thereunder shall not exceed $2500; (ii)
all reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys'
fees and expenses, including the fees and expenses of
in-house counsel) paid or incurred by the Agent or such
Bank before and after judgment in enforcing, protecting
or preserving its rights under this Agreement, the
Notes, the Letters of Credit, the Collateral Documents
and any other document required hereunder or
thereunder, including without limitation the
enforcement of rights against, or realization on, any
collateral or security therefor or in defending against
any claim made against the Agent or such Bank by the
Company, any Subsidiary or any third party as a result
of or in any way relating to any matter referred to in
subsection (i) or (ii) of this section; and (iii) any
and all recording and filing fees and any and all
stamp, excise, intangibles and other taxes, if any,
(including, without limitation, any sales, occupation,
excise, gross receipts, franchise, general corporation,
personal property, privilege or license taxes, but not
including taxes levied upon the net income of the Agent
such or Bank by the federal government or the state (or
political subdivision of a state) where the Agent or
such Bank's principal office is located), which may be
payable or determined to be payable in connection with
the negotiation, preparation, execution, delivery,
administration or enforcement of this Agreement, the
Notes, the Letters of Credit, the Collateral Documents
or any other document required hereunder or thereunder
or any amendment, supplement, modification or waiver of
or to any of the foregoing, or consummation of any of
the transactions contemplated hereby or thereby,
whether such taxes are levied by reason of the acts to
be performed by the Company hereunder or are levied
upon the Agent, a Bank, the Company, the property of a
Bank or otherwise, including all costs and expenses
incurred in contesting the imposition of any such tax,
and any and all liability with respect to or resulting
from any delay in paying the same, whether such taxes
are levied upon the Agent, such Bank, the Company or
otherwise.
(b) The Company agrees to indemnify each Bank
against any and all losses, claims, damages,
liabilities and expenses, (including, without
limitation, reasonable attorneys' fees and expenses)
incurred by such Bank arising out of, in any way
connected with, or as a result of (i) any acquisition
or attempted acquisition of the Company's stock or of
the stock or assets of another person or entity by the
Company or any Subsidiary, (ii) the use of any of the
proceeds of any Loans made hereunder by the Company or
any Subsidiary for the making or furtherance of any
such acquisition or attempted acquisition, (iii) the
construction or operation of any facility owned or
operated by the Company or any Subsidiary, or resulting
from any pollution or other environmental condition on
the site of, or caused by, any such facility, (iv) the
negotiation, preparation, execution, delivery,
administration, and enforcement of this Agreement, the
Notes, the Letters of Credit, the Collateral Documents
and any other document required hereunder or
thereunder, including without limitation any amendment,
supplement, modification or waiver of or to any of the
foregoing or the consummation or failure to consummate
the transactions contemplated hereby or thereby, or the
performance by the parties of their obligations
hereunder or thereunder, (v) any claim, litigation,
investigation or proceedings related to any of the
foregoing, whether or not any Bank is a party thereto;
provided, however, that such indemnity shall not apply
to any such losses, claims, damages, liabilities or
related expenses arising from (A) any unexcused breach
by such Bank of its obligations under this Agreement or
any Collateral Document, (B) any prior commitment made
by such Bank to a person other than the Company or any
Subsidiary which would be breached by the performance
of such Bank's obligations under this Agreement or (C)
gross negligence or willful misconduct of such Bank.
(c) The foregoing agreements and indemnities
shall remain operative and in full force and effect
regardless of termination of this Agreement, the
consummation of or failure to consummate either the
transactions contemplated by this Agreement or any
amendment, supplement, modification or waiver, the
repayment of any Loans made hereunder, the termination
of the Letter of Credit Obligations, the invalidity or
unenforceability of any term or provision of this
Agreement or any of the Notes or any Collateral
Document, or any other document required hereunder or
thereunder, any investigation made by or on behalf of
any Bank, the Company or any Subsidiary, or the content
or accuracy of any representation or warranty made
under this Agreement, any Collateral Document or any
other document required hereunder or thereunder.
(d) The foregoing indemnities shall remain
operative and in full force and effect regardless of
the termination of this Agreement, the consummation of
the transactions contemplated by this Agreement, the
repayment of the Loans made hereunder, the invalidity
or unenforceability of any term or provision of this
Agreement or any of the Notes, any investigation made
by or on behalf of the Bank or the Company, and the
content of accuracy of any representation or warranty
made under this Agreement.

9.3 Amendments, Etc.  No waiver, amendment, settlement
or compromise of any of the rights of any Bank under this
Agreement, any Note or any of the Collateral Documents shall be
effective for any purpose unless it is in a written instrument
executed and delivered by the parties authorized to act by this
section 9.3.  Subject to the provisions of this section 9.3, the
Required Banks (or the Agent with the written consent of the
Required Banks) and the Company may enter into agreements
supplemental hereto for the purpose of adding or modifying any
provisions to this Agreement, the Notes, or the Collateral
Documents or changing in any manner the rights of the Banks or
the Company hereunder or thereunder or waiving any Event of
Default hereunder; provided, however, that no such supplemental
agreement shall, without the consent of all of the Banks:
(a) Extend the maturity of any Note or reduce the
principal amount thereof, or change the date of any
principal installment due on any Note or reduce the
rate or amount or change the time of payment of
interest or fees payable on any Note or otherwise under
this Agreement.
(b) Amend the definition of Required Banks.
(c) Extend the Termination Date, or increase the
amount of the Commitment of any Bank hereunder, or
permit the Company to assign its rights under this
Agreement.
(d) Alter the provisions of section 2.18 of this
Agreement.
(e) Amend any provision of this Agreement
requiring a pro rata sharing among the Banks.
(f) Amend this section 9.3.
No amendment of any provision of this Agreement relating to the
Agent, any LOC Bank or the Swingline Lender shall be effective
without the written consent of the Agent, such LOC Bank, or the
Swingline Lender, respectively.

9.4 Securities Act of 1933.  Each Bank represents that
it is acquiring the Notes payable to it without any present
intention of making a sale or other distribution of such Notes,
provided each Bank reserves the right to sell its Notes or
participations therein.
9.5 No Agency.  Except as expressly provided herein,
nothing in this Agreement and no action taken pursuant hereto
shall cause any Bank to be treated as the agent of any other
Bank, or shall be deemed to constitute the Banks a partnership,
association, joint venture or other entity.
9.6 Successors.  The provisions of this Agreement
shall inure to the benefit of any holder of one or more of the
Notes, and shall inure to the benefit of and be binding upon any
successor to any of the parties hereto.  No delay on the part of
any Bank or any holder of any of the Notes in exercising any
right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise of any right,
power or privilege hereunder preclude other or further exercise
thereof or the exercise of any other right, power or privilege.
The rights and remedies herein specified are cumulative and are
not exclusive of any rights or remedies which the Banks or the
holder of any of the Notes would otherwise have.

9.7 Survival.  All agreements, representations and
warranties made herein shall survive the execution of this
Agreement, the making of the Loans hereunder and the execution
and delivery of the Notes.

9.8 Wisconsin Law.  This Agreement and the Notes
issued hereunder shall be governed by and construed in accordance
with the internal laws of the State of Wisconsin, except to the
extent superseded by federal law.

9.9 Counterparts.  This Agreement may be signed in any
number of counterparts with the same effect as if the signatures
thereto and hereto were upon the same instrument.

9.10 Notices.  All communications or notices required
under this Agreement shall be deemed to have been given on the
date when deposited in the United States mail, postage prepaid,
and addressed as follows (unless and until any of such parties
advises the other in writing of a change in such address):  (a)
if to the Company, with the full name and address of the Company
as shown on this Agreement below; and (b) if to any of the Banks
with the full name and address of such Bank as shown in Appendix
A, to the attention of the officer of the Bank executing the form
of acceptance of this Agreement.

9.11 Assignment; Participations.
(a) Assignments.  Each Bank may assign to one or
more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including,
without limitation, all or a portion of its Loans, its
Notes, and its Commitment); provided, however, that:
(1) each such assignment shall be to an
Eligible Assignee;
(2) except in the case of an assignment to
another Bank or an Affiliate of such
Bank or an assignment of all of a Bank's
rights and obligations under this
Agreement, any such partial assignment
shall be in an amount at least equal to
$5,000,000 (or, if less, the remaining
amount of the Commitment being assigned
by such Bank) and an integral multiple
of $1,000,000 in excess thereof;
(3) each such assignment by a Bank shall be
of a constant, and not varying,
percentage of all of its rights and
obligations under this Agreement and the
Notes; and
(4) the parties to such assignment shall
deliver to the Agent for its acceptance
a processing fee from the assignor of
$3,500.
Upon execution, delivery, and acceptance of such
assignment, the assignee thereunder shall be a party
hereto and, to the extent of such assignment, have the
obligations, rights, and benefits of a Bank hereunder
and the assigning Bank shall, to the extent of such
assignment, relinquish its rights and be released from
its obligations under this Agreement.  Upon the
consummation of any assignment pursuant to this Section
9.11(a), the assignor, the Agent and the Company shall
make appropriate arrangements so that, if required, new
Notes are issued to the assignor and the assignee.

(b) Participations.  Each Bank may sell
participations to one or more Persons in all or a
portion of its rights, obligations or rights and
obligations under this Agreement (including all or a
portion of its Commitment, its Notes and its Loans);
provided, however, that (i) such Bank's obligations
under this Agreement shall remain unchanged, (ii) such
Bank shall remain solely responsible to the other
parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit
of the yield protection provisions contained in Article
II, inclusive, and the right of set-off contained in
Section 2.20, and (iv) the Company shall continue to
deal solely and directly with such Bank in connection
with such Bank's rights and obligations under this
Agreement, and such Bank shall retain the sole right to
enforce the obligations of the Company relating to its
Loans and its Notes and to approve any amendment,
modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or
waivers decreasing the amount of principal of or the
rate at which interest is payable on such Loans or
Notes, extending any scheduled principal payment date
or date fixed for the payment of interest on such Loans
or Notes, or extending its Commitment).
(c) Nonrestricted Assignments.  Notwithstanding
any other provision set forth in this Agreement, any
Bank may at any time assign and pledge all or any
portion of its Loans and its Notes to any Federal
Reserve Bank as collateral security pursuant to
Regulation A and any operating circular issued by such
Federal Reserve Bank.  No such assignment shall release
the assigning Bank from its obligations hereunder.
(d) Information.  Any Bank may furnish any
financial information concerning the Company in the
possession of such Bank from time to time to assignees
and participants (including financial institutions that
are prospective assignees and participants).

9.12 Entire Agreement; No Agency.  This Agreement and
the other documents referred to herein contain the entire
agreement between the Banks and the Company with respect to the
subject matter hereof, superseding all previous communications
and negotiations, and no representation, undertaking, promise or
condition concerning the subject matter hereof shall be binding
upon the Banks unless clearly expressed in this Agreement or in
the other documents referred to herein.  Nothing in this
Agreement or in the other documents referred to herein and no
action taken pursuant hereto shall cause the Company to be
treated as an agent of any Bank, or shall be deemed to constitute
the Banks and the Company a partnership, association, joint
venture or other entity.

9.13 No Third Party Benefit.  This Agreement is solely
for the benefit of the parties hereto and their permitted
successors and assigns.  No other person or entity shall have any
rights under, or because of the existence of, this Agreement.

9.14 Consent to Jurisdiction.  The Company hereby
consents to the jurisdiction of any state or federal court
situated in Milwaukee County, Wisconsin, and waives any objection
based on lack of personal jurisdiction, improper venue or forum
non conveniens, with regard to any actions, claims, disputes or
proceedings relating to this Agreement, any Note, any of the
Collateral Documents, or any other document delivered hereunder
or in connection herewith, or any transaction arising from or
connected to any of the foregoing.  Nothing herein shall affect
the right of the Banks, or any of them, to serve process in any
manner permitted by law, or limit the right of any Banks, or any
of them, to bring proceedings against the Company or its property
or assets in the competent courts of any other jurisdiction or
jurisdictions.

9.15 Waiver of Jury Trial.  The Company and the Banks
hereby jointly and severally waive any and all right to trial by
jury in any action or proceeding relating to this Agreement, any
Note, any of the Collateral Documents, or any other document
delivered hereunder or in connection herewith, or any transaction
arising from or connected to any of the foregoing.  The Company
and the Banks each represent that this waiver is knowingly,
willingly and voluntarily given.
[Remainder of Page Intentionally Left Blank]

If the foregoing is satisfactory to you, please sign
the form of acceptance below and return a signed counterpart
hereof to the Company.  When this instrument has been executed
and delivered by all of the Banks, it will evidence a binding
agreement between the Banks and the Company.
Very truly yours,


OSHKOSH B'GOSH, INC.
Address:112 Otter Avenue
  	  Oshkosh, WI  54901-5008


                            By:	/s/ David L. Omachinski
(CORPORATE SEAL)	          Name: David L. Omachinski
                            Title:Vice President of Finance


[Bank signature pages follow]

The foregoing Agreement is hereby confirmed and
accepted as of the date thereof.

FIRSTAR BANK,
NATIONAL ASSOCIATION,
   as the Agent and as a Bank

By:	  /s/ Jeff Janza
Name: Jeff Janza
Title:Vice President


BANK ONE, NA
(Main Office Chicago)
   as Co-Agent and as a Bank

By:	  /s/ A. F. Maggiore
Name: Anthony F. Maggiore
Title:Managing Director

BANKBOSTON, N.A.
   as Co-Agent and as a Bank

By:	  /s/ Kathleen A. Dimock
Name: Kathleen A. Dimock
Title:Vice President

HARRIS TRUST AND SAVINGS BANK,
   as Co-Agent and as a Bank

By:	  /s/ Andrew K. Peterson
Name: Andrew K. Peterson
Title:Vice President

LASALLE BANK NATIONAL
ASSOCIATION

By:	  /s/ James A. Meyer
Name: James A. Meyer
Title:First Vice President


M&I MARSHALL & ILSLEY BANK

By:	  /s/ Ronald J. Carey
Name: Ronald J. Carey
Title:Vice President

And By:/s/Thomas F. Bickelhaupt
Name: Thomas F. Bickelhaupt
Title:Vice President


U.S. BANK, NATIONAL ASSOCIATION

By:	  /s/ Michael M. Fordney
Name: Michael M. Fordney
Title:Senior Vice President


WELLS FARGO HSBC
  TRADE BANK N.A.

By:	  /s/ Peter Loeffler
Name: Peter A. Loeffler
Title:Vice President



                              EXHIBIT 1.1

                     (Form of Revolving Credit Note)

                         REVOLVING CREDIT NOTE


$____________	__________________, 19__

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware
corporation, promises to pay to the order of
________________________________________________, the principal
sum of __________________ Dollars ($_______________) at the main
office of Firstar Bank, National Association in Milwaukee,
Wisconsin, on the Termination Date (as defined in the Credit
Agreement referred to below).  The unpaid principal balance
hereof shall bear interest, payable on the dates and at the  rate
or rates set forth in the Credit Agreement referred to below.
Principal of and interest on this Note shall be payable in lawful
money of the United States of America.
This Note constitutes one of the Revolving Credit Notes
issued under a Credit Agreement dated as of [__________], as
amended from time to time, among the undersigned and Firstar
Bank, National Association, for itself and as Agent, and the
other Banks party thereto, to which Agreement reference is hereby
made for a statement of the terms and conditions on which Loans
in part evidenced hereby were or may be made, and for a
description of the conditions upon which this Note may be
prepaid, in whole or in part, or its maturity accelerated.
This Note shall be construed in accordance with laws of
the State of Wisconsin, except to the extent superseded by
federal law.  The undersigned waives presentment, protest, and
notice of dishonor and agrees, in the event of default hereunder,
to pay all costs and expenses of collection, including reasonable
attorneys' fees.
OSHKOSH B'GOSH, INC.


By:
	Vice President of Finance

(CORPORATE SEAL)


EXHIBIT 1.2

(Form of Term Note)

PROMISSORY NOTE

$_______________
[_________________]

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware
corporation, promises to pay to the order of
[____________________________________] the principal sum of
_______________________________ Dollars ($_____________), at the
main office of Firstar Bank, National Association, in Milwaukee,
Wisconsin, payable in four (4) equal annual installments of
_______________ Dollars ($__________) each, payable on the
[____________] day of each [____________] commencing [__________,
2000] and a final installment of all unpaid principal and accrued
interest on ______________, 2004.
The unpaid principal balance hereof shall bear
interest, payable on the dates and at the rate or rates provided
for in the Credit Agreement referred to below.  Principal and
interest on this Note shall be payable in lawful money of the
United States.
This Note constitutes one of the Term Notes issued
under a Credit Agreement dated as of [__________________] among
the undersigned, Firstar Bank, National Association, for itself
and as Agent, and the other Banks party thereto, to which Credit
Agreement reference is hereby made for a statement of the terms
and conditions on which Loans in part evidenced hereby were made
and for a description of the terms and conditions upon which this
Note may be prepaid, in whole or in part, or its maturity
accelerated.
This Note shall be construed in accordance with laws of
the State of Wisconsin, except to the extent superseded by
federal law.  The undersigned waives presentment, protest, and
notice of dishonor and agrees, in the event of default hereunder,
to pay all costs and expenses of collection, including reasonable
attorneys' fees.
OSHKOSH B'GOSH, INC.


By:
	Vice President of Finance



EXHIBIT 1.3
(Form of Swingline Note)
SWINGLINE NOTE



$5,000,000	__________, 1999

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware
corporation, promises to pay to the order of Firstar Bank,
National Association, without setoff or counterclaim, the
principal sum of (a) Five Million Dollars ($5,000,000) or, if
less, (b) the aggregate unpaid principal amount of all Swingline
Loans made to the undersigned pursuant to section 1.3 of the
Credit Agreement referred to below, at the Main Office of Firstar
Bank, National Association, in Milwaukee, Wisconsin, on the
Termination Date (as defined in the Credit Agreement referred to
below).  This Note shall bear interest payable on the dates and
at the rate or rates set forth in the Credit Agreement referred
to below.  All amounts payable under this Note and the Credit
Agreement shall be payable in lawful money of the United States
of America.
This Note constitutes the Swingline Note issued under a
Credit Agreement dated as of ____________, 1999 (the "Credit
Agreement"), among the undersigned, Firstar Bank, National
Association, for itself and as Agent, and the Banks from time to
time party thereto, to which Credit Agreement reference is hereby
made for a statement of the terms and conditions on which
Swingline Loans evidenced hereby were or may be made, and for a
description of the conditions upon which this Note may be
prepaid, in whole or in part, or its maturity accelerated.
This Note shall be construed in accordance with laws of
the State of Wisconsin, except to the extent superseded by
federal law.  The undersigned waives presentment, protest, and
notice of dishonor and agrees, in the event of default hereunder,
to pay all costs and expenses of collection, including reasonable
attorneys' fees.
	OSHKOSH B'GOSH, INC.

By:
	Vice President of Finance



EXHIBIT 2.2

LOAN REQUEST

_______________, ____



Firstar Bank,
  National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin  53202

Re:	Credit Agreement Dated as of
____________________ (the "Agreement")

Gentlemen:

The undersigned hereby applies to you, as Agent, for
[Revolving Credit Loans] [a Term Loan] under the above Agreement
to be made on ____________, ____ in the aggregate principal
amount of $_______________.
The undersigned hereby certifies as follows:
(a) All of the representations and warranties set
forth in Article IV of such Agreement continue to be
true on the date hereof.
(b) At the date hereof, no Default or Event of
Default under said Agreement has occurred and is
continuing.
(c) There has been no material adverse change in
the business, operations or financial condition of the
undersigned or any of its Subsidiaries since the date
of the most recent audited financial statements of the
Company delivered pursuant to the Agreement.
The loans will bear interest at the:
[check appropriate box]
[_____] Variable Rate
[_____] Adjusted LIBOR Rate

If the loans will bear interest at the Adjusted LIBOR
Rate, the Interest Period shall be ____ months (one, two or three
months).
Capitalized definitional terms used and not otherwise
defined herein shall have the meanings ascribed to them in the
Agreement.
Very truly yours,


OSHKOSH B'GOSH, INC.

By:_____________________________
	    Vice President of Finance



EXHIBIT 2.5

CONVERSION/CONTINUATION REQUEST

_______________, ____


Firstar Bank, National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin  53202

Re:	Credit Agreement Dated as
of __________, 19__ (the
"Agreement")

Gentlemen:

The undersigned elects to convert/continue the
following portion of the outstanding Loans under the Agreement:
1 The type of Loans to be converted/continued
is currently:
[check appropriate box]

[_____] Variable Rate Loans
[_____] Adjusted LIBOR Rate Loans

2 The amount of Loans to be
converted/continued:
$_________________________

3 The type of Loans into which the current
loans shall be converted:
[check appropriate box]

[_____] Variable Rate Loans
[_____] Adjusted LIBOR Rate Loans

4 Date of Conversion/Continuation:
________________
5 Duration of Interest Period:  _____ months
[one, two or three months] (applicable only to Adjusted
LIBOR Rate Loans).
6 The amount of the Adjusted LIBOR Rate Loans
into which such loans are converted/continued:
$_____________________ (applicable only to Adjusted
LIBOR Rate Loans)
7 Capitalized definitional terms used and not
otherwise defined herein shall have the meanings ascribed to
them in the Agreement.
Very truly yours,

OSHKOSH B'GOSH, INC.



By:_____________________________
	   Vice President of Finance



EXHIBIT 5.4

(Form of Corporate Guaranty)

CORPORATE GUARANTY AGREEMENT

THIS AGREEMENT is made as of __________________, ____,
by _______________________________, a _______________ corporation
(hereinafter called "Guarantor").

R E C I T A L S :

A. The Banks listed in Appendix I to the Credit
Agreement (as defined below) (the "Creditors") have required, as
a condition to making certain credit available to OshKosh B'Gosh,
Inc., a Delaware corporation (whether one or more, hereinafter
called "Debtor") that the Guarantor guarantee the Obligations (as
hereinafter defined) on the terms stated herein.
B. It is necessary for the business purposes of the
Guarantor that Debtor obtain such credit from the Creditors.  The
Guarantor is a direct or indirect wholly-owned subsidiary of the
Debtor.
C. The term "Obligations" includes any and all debts,
obligations, and liabilities of Debtor to Creditors, heretofore,
now, or hereafter made, incurred, or created, under that certain
Credit Agreement by and between Debtor and Creditors, dated
November 3, 1999 (the "Credit Agreement").
C O V E N A N T S :

IN CONSIDERATION OF these premises and any credit or
financial accommodation now or hereafter granted by Creditors to
any Debtor, it is agreed that:
1. The Guarantor hereby (a) unconditionally
guarantees the full and prompt payment and performance of the
Obligations when due, whether by acceleration or otherwise, or
(if earlier) at the time Debtor becomes the subject of bankruptcy
or other insolvency proceedings; (b) agrees to pay all costs,
expenses and reasonable attorneys' fees incurred by Creditors in
enforcing this Agreement and the Obligations and realizing on any
collateral for either; and (c) agrees to pay to the Creditors the
amount of any payments made to Creditors or another in connection
with any of the Obligations which are recovered from Creditors by
a trustee, receiver, Creditors or other party pursuant to
applicable law.
2. This is a guarantee of payment, and not of
collection.  The Creditors shall not be obligated to:  (a) take
any steps whatsoever to collect from, or to file any claim of any
kind against, the Debtor, any guarantor, or any other person or
entity liable for payment or performance of any of the
Obligations; or (b) take any steps whatsoever to protect, accept,
obtain, enforce, take possession of, perfect its interest in,
foreclose or realize on collateral or security, if any, for the
payment or performance of any of the Obligations or any guarantee
of any of the Obligations; or (c) in any other respect exercise
any diligence whatever in collecting or attempting to collect any
of the Obligations by any means.
3. The Guarantor's liability for payment and
performance of the Obligations shall be absolute and
unconditional; the Guarantor unconditionally and irrevocably
waives each and every defense which, under principles of
guarantee or suretyship law, would otherwise operate to impair or
diminish such liability; and nothing whatever except actual full
payment and performance to the Creditors of the Obligations (and
all other debts, obligations and liabilities of Guarantor under
this Agreement) shall operate to discharge the Guarantor's
liability hereunder.  Without limiting the generality of the
foregoing, the Creditors shall have the exclusive right, which
may be exercised from time to time without diminishing or
impairing the liability of the Guarantor in any respect, and
without notice of any kind to the Guarantor, to:  (a) extend any
additional credit to Debtor; (b) accept any collateral, security
or guarantee for any Obligations or any other credit; (c)
determine how, when and what application of payments, credits and
collections, if any, shall be made on the Obligations and any
other credit and accept partial payments; (d) determine what, if
anything, shall at any time be done with respect to any
collateral or security; subordinate, sell, transfer, surrender,
release or otherwise dispose of all or any of such collateral or
security; and purchase or otherwise acquire any such collateral
or security at foreclosure or otherwise; and (e) with or without
consideration grant, permit or enter into any waiver, amendment,
extension, modification, refinancing, indulgence, compromise,
settlement, subordination, discharge or release of:  (i) any of
the Obligations and any agreement relating to any of the
Obligations, (ii) any obligations of any guarantor or other
person or entity liable for payment or performance of any of the
Obligations, and any agreement relating to such obligations and
(iii) any collateral or security or agreement relating to
collateral or security for any of the foregoing.
4. The Guarantor hereby unconditionally waives (a)
presentment, notice of dishonor, protest, demand for payment and
all notices of any kind, including without limitation:  notice of
acceptance hereof; notice of the creation of any of the
Obligations; notice of nonpayment, nonperformance or other
default on any of the Obligations; and notice of any action taken
to collect upon or enforce any of the Obligations; (b) any
subrogation to the rights of the Creditors against the Debtor and
any other claim against the Debtor which arises as a result of
payments made by the Guarantor pursuant to this Agreement, until
the Obligations have been paid or performed in full and such
payments are not subject to any right of recovery; (c) any claim
for contribution against any co-guarantor, until the Obligations
have been paid or performed in full and such payments are not
subject to any right of recovery; and (d) any setoffs or
counterclaims against Creditors which would otherwise impair the
Creditors' rights against the Guarantor hereunder.
5. Guarantor has made an independent investigation
and evaluation of the financial condition of the Debtor and the
value of any collateral, and has not relied (and will not rely)
on any information or evaluation provided by Creditors regarding
such condition or value.
6. Guarantor represents and warrants that:
(a) The execution, delivery and performance of this
Agreement by the Guarantor are within the
corporate powers of the Guarantor, have been duly
authorized by all necessary corporate action and
do not and will not (i) require any consent or
approval of the stockholders of the Guarantor
which has not been obtained, (ii) violate any
provision of the articles of incorporation or
by-laws of the Guarantor or of any law, rule,
regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect
having applicability to the Guarantor or any
subsidiary of the Guarantor; (iii) require the
consent or approval of, or filing or registration
with, any governmental body, agency or authority,
or (iv) result in a breach of or constitute a
default under, or result in the imposition of any
lien, charge or encumbrance upon any property of
the Guarantor or any subsidiary of the Guarantor
pursuant to, any indenture or other agreement or
instrument under which the Guarantor or any
subsidiary of the Guarantor is a party or by which
it or any of its properties may be bound or
affected.
(b) This Agreement constitutes the legal, valid and
binding obligation of the Guarantor enforceable in
accordance with its terms, except that such
enforceability may be limited by bankruptcy or
similar laws affecting the enforceability of
Creditors' rights generally.
(c) The financial statements of the Guarantor
furnished to the Creditors fairly present the
financial condition of the Guarantor for the
periods shown therein, and since the dates covered
by the most recent of such financial statements,
there has been no material adverse change in the
Guarantor's assets or the conduct of its business.
Except as expressly shown on such financial
statements, the Guarantor owns all of its assets
free and clear of all liens except liens in favor
of the Creditors; is not a party to any
litigation, nor is any litigation threatened to
the knowledge of the Guarantor which would, if
adversely determined, cause any material adverse
change in its business or assets; and has no
delinquent tax liabilities, nor have any tax
deficiencies been proposed against it.
7. The Guarantor shall provide to the Creditors such
information regarding the financial condition of the Guarantor as
the Creditors may reasonably request from time to time.
8. This Agreement shall inure to the benefit of the
Creditors and their successors and assigns, including every
holder or owner of any of the Obligations, and shall be binding
upon the Guarantor and Guarantor's successors and assigns.  This
is a continuing guarantee and shall continue in effect until the
Creditors shall have received written notice of termination from
Guarantor; provided that this guarantee shall continue in effect
thereafter with respect to all Obligations which arise or are
committed for prior to Creditors' receipt of such notice of
termination (including all subsequent extensions and renewals
thereof, including extensions and renewals at increased rates,
and all subsequently accruing interest and other charges thereon)
until all such Obligations and all obligations of Guarantor
hereunder shall be paid or performed in full and such payments
are not subject to any right of recovery.
9. This Agreement constitutes the entire agreement
between the Creditors and Guarantor with respect to the subject
matter hereof, superseding all previous communications and
negotiations, and no representation, understanding, promise or
condition concerning the subject matter hereof shall be binding
upon Creditors unless expressed herein.  This Agreement shall be
governed by the internal laws of the State of Wisconsin.
10. The provisions of this Guaranty are severable, and
in any action or proceeding involving any state corporate law, or
any state, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of Creditors
generally, if the obligations of the Guarantor under this
Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of the
Guarantor's liability under this Guaranty, then, notwithstanding
any other provision of this Guaranty to the contrary, the amount
of such liability shall, without any further action by the
Guarantor or the Creditors, be automatically limited and reduced
to the highest amount that is valid and enforceable as determined
in such action or proceeding.
11. The Guarantor hereby consents to the exclusive
jurisdiction of any state or federal court situated in Milwaukee
County, Wisconsin, and waives any objection based on lack of
personal jurisdiction, improper venue or forum non conveniens,
with regard to any actions, claims, disputes or proceedings
relating to this Agreement, or any document delivered hereunder
or in connection herewith, or any transaction arising from or
connected to any of the foregoing.  Nothing herein shall affect
the right of the Creditors to serve process in any manner
permitted by law, or limit the right of the Creditors to bring
proceedings against the Guarantor or its property or assets in
the competent courts of any other jurisdiction or jurisdictions.
12. The Guarantor hereby waives any and all right to
trial by jury in any action or proceeding relating to this
Agreement, or any document delivered hereunder or in connection
herewith, or any transaction arising from or connected to any of
the foregoing.  The Guarantor represents that this waiver is
knowingly, willingly and voluntarily given.

__________________________________


By:	______________________________
Title: ______________________________

(CORPORATE SEAL)
Attest:_______________________
Title: _______________________


                                  APPENDIX A
                              Schedule of Banks

                                          Revolver     Term Loan
                                         Commitment   Committment  Percentage
Bank            Address for Notice         Amount       Amount      Interest

Firstar         Mr. Jeffrey J. Janza    $15,000,000   $25,000,000      20%
Bank,           Vice President
National        Firestar Bank, N.A.
Association     777 East Wisconsin Avenue
Agent           Milwaukee, WI  53202
                (414) 765-6999
                (414) 765-4632 FAX
                jeff.janza@firstar.com

Bank One,NA     Mr. Anthony F. Maggiore $11,250,000   $18,750,000      15%
 (Main          Managing Director
   Office       Bank One, NA
Chicago)        111 East Wisconsin Avenue
 Co-Agent       Milwaukee, WI 53202
                (414) 765-3111
                (414) 765-2625 FAX
                tony.maggiore@mail.
                bankone.com

Harris Trust    Mr. George M. Dluhy     $11,250,000   $18,750,000      15%
and Savings     Vice President
Bank            Harris Trust and Savings Bank
Midwest Group   Tenth floor West
Co-Agent        111 West Monroe Street
                Chicago, IL 60603
                (312) 461-7788
                (312) 293-5040 FAX
                george.dluhy@harris
                bank.com

BankBoston,     Mr. Peter L. Griswold   $11,250,000   $18,750,000      15%
N.A.            Director-Retail Group
Co-Agent        BankBoston, N.A.
                100 Federal Street
                Mail Stop 010905
                Boston, MA 02110
                (617) 434-8312
                (617) 434-0630 FAX
                plgriswold@bkb.com
                Kathleen A. Dimock
                Vice President
                (617) 434-3830
                kdimock@bkb.com


Wells Fargo     Mr. Peter Leoffler      $7,500,000    $12,500,000       10%
HSBC Trade      Vice President
Bank N.A.       Wells Fargo HSBC
                Trade Bank N.A.
                1445 Ross Avenue
                Suite 450
                Dallas, TX 75202
                (214) 740-1565
                (214) 220-2166
                loefflep@wellsfargo.com

LaSalle         Mr. James A. Meyer     $7,500,000     $12,500,000       10%
Bank            First Vice President
National        LaSalle Bank, N.A.
Association     411 East Wisconsin Avenue
                Milwaukee, WI 53202
                (414) 224-0380
                (414) 224-0071 FAX
                james.meyer@abnamro.com

U.S. Bank,      Mr. Michael M. Fordney $5,625,000     $9,375,000       7.5%
National        Senior Vice President
Association     U.S. Bank
                201 West Wisconsin Avenue
                Milwaukee, WI 53259
                (920) 830-1646
                (920) 830-7814 FAX
                michael.fordney@usbank.com

M&I             Mr. Ronald J. Carey    $5,625,000     $9,375,000       7.5%
Marshall &      Vice President
Ilsley Bank     M&I Marshall & Ilsley Bank
                770 North Water Street
                Milwaukee, WI 53202
                (414) 765-7439
                (414) 765-7625 FAX
                ron.carey@micorp.com



                 AMENDMENT NO. 1 TO CREDIT AGREEMENT


                        As of May 22, 2000


Firstar Bank, National Association,
   individually and as Agent
777 East Wisconsin Avenue
Milwaukee, WI  53202

Harris Trust and Savings Bank,
   individually and as Co-Agent
111 West Monroe Street
Chicago, IL  60603

Fleet National Bank,
   individually and as Co-Agent
100 Federal Street
Boston, Massachusetts  02110

Bank One, NA,
   individually and as Co-Agent
111 East Wisconsin Avenue
Milwaukee, WI  53202

The Banks named in Appendix A hereto

Ladies and Gentlemen:

OshKosh B'Gosh, Inc., a Delaware corporation (the
"Company"), hereby agrees with each of you as follows:
1. Definitions.  Reference is made to that certain Credit
Agreement dated as of November 3, 1999 (the "Credit Agreement")
between the Company and each of you, pursuant to which the
Company has issued its Revolving Credit Notes to each of you in
the aggregate principal amount of $75,000,000, each dated as of
November 3, 1999 (collectively, the "Existing Revolving Credit
Notes") and its Term Notes to each of you in the aggregate
principal amount of $125,000,000, each dated as of November 3,
1999 (collectively, the "Existing Term Notes").  All capitalized
terms used and not otherwise defined herein shall have the
meanings given to such terms by the Credit Agreement as amended
hereby.
2. Changes to Term Loan Facility; New Notes.  The Company
has informed each of you that it wishes to (i) extend the
Drawdown Period for the Term Loan to March 31, 2001, (ii) reduce
the Term Loan in the aggregate from $125,000,000 to $60,000,000
and reduce each Bank's respective Percentage Interest thereof
proportionately, (iii) use the Aggregate Revolver Commitment as a
back-up facility for the issuance of Commercial Paper (as defined
herein) by the Company from time to time, and (iv) make certain
other changes to the Credit Agreement as set forth below.
Subject to all of the terms and conditions hereof, you have
agreed to such amendments to the Credit Agreement as provided
below.  On the effective date of this Amendment, all Term Loans
made or continued pursuant to the Term Loan facility established
pursuant to Section 1.2 of the Credit Agreement, including the
unpaid balances of the Existing Term Notes, shall be evidenced by
new Term Notes of the Company in substantially the form of
Exhibit A to this Amendment in the aggregate principal amount of
$60,000,000, each to be dated as of the date hereof
(collectively, the "New Term Notes").  The New Term Notes shall
be executed by the Company and delivered to each of you on the
date hereof against the return of the Existing Term Notes to the
Company.  Accrued interest on the Existing Term Notes outstanding
on the date of issuance of the New Term Notes shall be included
in the interest due on the New Term Notes issued in replacement
of such Existing Term Notes on the first interest payment date
specified therefor in the Credit Agreement.
3. Amendments to Credit Agreement.  Subject to the terms and
conditions set forth herein, the Credit Agreement shall be
amended, as of the date first written above, as follows:
a. All references in the Credit Agreement to the Term
Notes issued thereunder and the loans evidenced thereby
shall refer to the New Term Notes issued hereunder and the
loans evidenced thereby (including the unpaid balances of
the Existing Term Notes).
b. All references to the Credit Agreement in the Credit
Agreement and in any other agreements relating thereto shall
refer to the Credit Agreement as amended hereby.
c. The first sentence of Section 1.1 of the Credit
Agreement is amended to read in its entirety as follows:
From time to time prior to November 3, 2002
or the earlier termination in full of the
Commitments (in either case the "Termination
Date"), the Company may obtain loans from
each of the Banks ("Revolving Credit Loans"),
pro rata according to each Bank's Percentage
Interest, up to an aggregate principal amount
equal to the amount by which (i) $75,000,000
(the "Aggregate Revolver Commitment" and as
to each Bank's respective Percentage Interest
thereof, its "Revolver Commitment"), as
terminated or reduced pursuant to
Section 1.8, exceeds (ii) the sum of (A) the
aggregate amount of Letter of Credit
Obligations, (B) the aggregate amount of
outstanding Swingline Loans (as defined in
Section 1.3 below) and (C) the aggregate face
amount of outstanding Commercial Paper.
d. The next to last sentence of Section 1.1 of the
Credit Agreement is hereby amended and restated to read in
its entirety as follows:
Outstanding Revolving Credit Loans, Swingline
Loans and Commercial Paper shall be reduced
to zero ($0) for at least thirty (30)
consecutive days each calendar year.
e. The first sentence of Section 1.2 of the Credit
Agreement is amended to read in its entirety as follows:
At any time on or prior to March 31, 2001
(the "Drawdown Period"), the Company may
obtain one or more Loans (collectively, the
"Term Loan") from each of the Banks, pro rata
according to each Bank's Percentage Interest,
up to an aggregate principal amount of
$60,000,000 (the "Term Loan Commitment" and
as to each Bank's respective Percentage
Interest thereof, its "Term Loan
Commitment").
f. Appendix A to the Credit Agreement is hereby amended
and restated in its entirety to read as set forth in
Appendix A attached to this Amendment.
g. Section 1.6(a) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
(a)  The proceeds of the Loans made hereunder will
be used solely for the following purposes:  (i)
proceeds of Revolving Credit Loans shall be used for
the repayment at maturity of Commercial Paper (to the
extent necessary) and for other general corporate
purposes; and (ii) proceeds of the Term Loan shall be
used to finance the repurchase of the Company's
outstanding common stock.
h. The first sentence of Section 1.7 of the Credit
Agreement is hereby amended to read in its entirety as
follows:
The Company shall pay to the Agent for the
account of the Banks, pro rata according to
their respective Percentage Interests, a
commitment fee computed at a rate per annum
equal to the Applicable Margin on the
difference existing from time to time between
(a) the Aggregate Commitment, and (b) the
outstanding unpaid principal balance of
Revolving Credit Loans (other than
Competitive Bid Loans) and the Term Loan.
i. Clause (ii) of the proviso in Section 1.8 of the
Credit Agreement is hereby amended and restated in its
entirety to read as follows:
(ii) no reduction shall reduce the Aggregate Revolver
Commitment to an amount less than the sum of (A) the
aggregate principal amount of outstanding Revolving
Credit Loans, (B) the aggregate principal amount of
outstanding Swingline Loans, (C) the aggregate amount
of outstanding Letter of Credit Obligations and (D) the
aggregate face amount of outstanding Commercial Paper.
j. A new Section 1.9 is hereby added to Article I of
the Credit Agreement, reading in its entirety as follows:
1.9  Commercial Paper.
(a)  The Company may issue Commercial Paper from
time to time, including sales of Commercial Paper
through the Agent or a Co-Agent hereunder acting as
placement agent pursuant to separate agreements between
the Company and such Agent or Co-Agent.  The aggregate
face amount of all outstanding Commercial Paper shall
not at any time exceed the amount by which the
Aggregate Revolver Commitment exceeds the sum of (i)
the aggregate principal amount of outstanding Revolving
Credit Loans, (ii) the aggregate principal amount of
outstanding Swingline Loans, and (iii) the aggregate
amount of outstanding Letter of Credit Obligations.
(b)  The Company will give written notice to the
Agent in the form of Part 2 of Exhibit 2.2 hereto on
each Business Day on which there is any increase in the
aggregate outstanding face amount of Commercial Paper
setting forth the aggregate principal amount of all
Commercial Paper then outstanding after giving effect
to all Commercial Paper transactions taking place on
such Business Day.
k. Exhibit 2.2 to the Credit Agreement is hereby
amended and restated in its entirety to read as set forth in
Exhibit 2.2 attached to this Amendment.
l. A new Section 1.10 is hereby added to Article I of
the Credit Agreement, reading in its entirety as follows:
1.10  Competitive Bid Loans.  The Company may obtain
Revolving Credit Loans under Section 1.1 pursuant to the
competitive bid procedures set forth in this Section 1.10
("Competitive Bid Loans"), subject to the terms and conditions of
Section 1.1, except as otherwise provided in this Section 1.10.
Competitive Bid Loans shall constitute Revolving Credit Loans for
all purposes of this Agreement, except that Competitive Bid Loans
shall not constitute usage of the Aggregate Commitment for
purposes of Section 1.7 hereof.  Each Bank may make such
Competitive Bid Loans to the Company, subject to the terms and
conditions hereof, in such amounts as such Bank, in its sole
discretion, desires to make to the Company.  Notwithstanding any
contrary provision of Section 1.1, the aggregate outstanding
amount of Competitive Bid Loans made against the Aggregate
Revolver Commitment shall reduce each Bank's Revolver Commitment
pro rata in accordance with its respective Percentage Interest,
regardless of which Bank makes such Competitive Bid Loans.  The
procedure for making Competitive Bid Loans shall be as follows:
(a)  The Company may make requests for
bids from the Banks to make Competitive Bid
Loans ("Competitive Bids") not later than
9:00 a.m., Milwaukee time, on the proposed
Borrowing Date for one or more Competitive
Bid Loans.  Each such request shall be given
directly to each of the Banks, shall be given
in writing (which may be a facsimile
transmission) signed by the Company, and
shall specify (i) the proposed Borrowing
Date, which shall be a Business Day, (ii) the
aggregate amount of the requested Competitive
Bid Loans, which shall not be less than
$1,000,000 or, for amounts in excess thereof,
an integral multiple of $100,000), (iii) the
interest period for each Competitive Bid Loan
("Loan Period"), which shall commence on the
applicable Borrowing Date and end on a
specified date thereafter not earlier than
five days nor later than 30 days from such
Borrowing Date (up to three (3) Loan Periods
may be requested pursuant to each Competitive
Bid), and the last day of each such Loan
Period, and (iv) if more than one Loan Period
is so specified, the principal amount
allocable to each such Loan Period.
(b)  Each Bank in its sole discretion
may (but is not obligated to) submit one or
more Competitive Bids to the Company not
later than 11:00 a.m., Milwaukee time, on the
proposed Borrowing Date specified in such
request for Competitive Bids (such 11:00 a.m.
time being herein called the "Submission
Deadline"), by facsimile or in writing, and
thereby irrevocably offer to make all or any
part (any such part referred to as a
"Portion") of any Competitive Bid Loan
described in the relevant request for
Competitive Bids at a fixed rate of interest
per annum (each a "Bid Rate") specified
therein, without reference to the LIBOR Rate
or other basis for interest rates, in an
aggregate principal amount of not less than
$1,000,000 and, for amounts in excess
thereof, an integral multiple of $100,000.
Multiple Competitive Bids may be delivered by
any Bank.
(c)  The Company shall, in its sole
discretion but subject to paragraph (d)
below, irrevocably accept or reject any such
Competitive Bid (or any Portion thereof) not
later than 12:00 noon on the proposed
Borrowing Date by notice to the appropriate
Bank by telephone (confirmed in writing
promptly delivered to such Bank and the Agent
the same day).  If a Bank fails to receive
notice from the Company of its acceptance or
rejection of any Competitive Bids made by
such Bank at or prior to 12:00 noon on such
day, all such Competitive Bids shall be
deemed to have been rejected by the Company.
The Company's written acceptance of any
Competitive Bid shall constitute a borrowing
notice of the Company, and shall specify the
amount, maturity date and Bid Rate for each
Competitive Bid Loan.  The Company will give
written notice to the Agent in the form of
Part 3 of Exhibit 2.2 hereto on each Business
Day on which there is any change in the
aggregate outstanding principal amount of
Competitive Bid Loans, setting forth the
aggregate principal amount of all Competitive
Bid Loans then outstanding after giving
effect to any Competitive Bid Loans made on
such Business Day.
(d)  If the Company accepts a Portion of
a proposed Competitive Bid Loan for a single
Loan Period at the Bid Rate provided therefor
in a Bank's Competitive Bid, such Portion
shall be in a principal amount of $1,000,000
or, for amounts in excess thereof, an
integral multiple of $100,000.  If the
Company accepts any Competitive Bid Loan or
Portion offered in any Competitive Bid, the
Company must accept Competitive Bids (and
Competitive Bid Loans and Portions thereby
offered) based exclusively upon the
successively lowest Bid Rates within each
Loan Period and no other criteria.  If two
(2) or more Banks submit Competitive Bids
with identical Bid Rates for the same Loan
Period and the Company accepts any thereof,
the Company shall accept all such Competitive
Bids as nearly as possible in proportion to
the amounts of such Banks' respective
Competitive Bids with identical Bid Rates for
such Loan Period, provided, that if the
amount of Competitive Bid Loans to be so
allocated is not sufficient to enable each
such Bank to make such Competitive Bid Loan
(or Portions thereof) in an aggregate
principal amount of $1,000,000, or for
amounts in excess thereof, an integral
multiple of $100,000, the Company shall round
the Competitive Bid Loans (or Portions
thereof) allocated to such Bank or Banks as
the Company shall select as necessary to a
minimum of $1,000,000 and, if greater than
$1,000,000, the nearest multiple of $100,000,
or select the Competitive Bid of only one of
such Banks.
(e)  Not later than 1:30 p.m., Milwaukee
time, on the relevant Borrowing Date, each
Bank whose Competitive Bid was accepted by
the Company shall make available to the
Agent, in immediately available funds, the
proceeds of such Bank's Competitive Bid
Loan(s).  Upon fulfillment of the applicable
borrowing conditions, the Agent shall deposit
in the Company's account maintained with the
Agent or as the Company may otherwise direct
in writing on the relevant Borrowing Date the
proceeds of such Competitive Bid Loans, in
immediately available funds.
m. Section 5.1 of the Credit Agreement is hereby
amended by adding a new subparagraph (h) at the end of such
section, reading in its entirety as follows:
(h)  Commercial Paper in an aggregate face amount
of not more than the amount permitted by Section
1.9(a).
n. Section 6.1(c) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
(c) at the end of each fiscal quarter set forth in
the table below, a Consolidated Debt to EBITDA Ratio
for the four consecutive fiscal quarters then ended not
greater than the applicable amount set forth below for
such fiscal quarter:

                             2000   2001   2002   2003   2004
Fiscal Quarters 1, 2, 3      3.00   2.75   2.50   2.25   2.00
Fiscal Year-End              2.50   2.25   2.00   1.75   N/A

o. Section 9.1 of the Credit Agreement is hereby
amended by adding a new subparagraph (k) thereto setting
forth a definition of "Commercial Paper" (and all subsequent
definitions in Section 9.1 shall be re-lettered
accordingly).  The new subparagraph (k) shall read in its
entirety as follows:
(k)  The term "Commercial Paper" means all short-
term, unsecured, unrated corporate debt obligations
(commonly known as commercial paper) issued by the
Company from time to time, including sales of
commercial paper through the Agent or a Co-Agent
hereunder acting as placement agent pursuant to
separate agreements between the Company and such Agent
or Co-Agent.
4. Representations.  The Company repeats and reaffirms the
representations and warranties set forth in Article IV of the
Credit Agreement.  The Company also represents and warrants that
the execution, delivery and performance of this Amendment are
within the corporate powers of the Company, have been duly
authorized by all necessary corporate action and do not and will
not (i) violate any provision of the certificate of incorporation
or by-laws of the Company or of any law, regulation, order, or
judgment presently in effect having applicability to the Company
or (ii) require the consent or approval of, or filing or
registration with, any governmental body, agency or authority; or
(iii) result in any breach of or constitute a default under any
indenture or other agreement or instrument under which the
Company is a party.
5. Conditions.  Without limiting any of the other terms of
the Credit Agreement as amended hereby, this Amendment shall not
become effective unless and until:
a. No Default or Event of Default shall have occurred
and be continuing and neither the business nor the assets
nor the financial condition of the Company shall have been
materially adversely affected as the result of any event or
development since December 31, 1999.
b. This Amendment shall have been executed and
delivered by each of the parties to the Credit Agreement,
and the Banks shall have received the New Term Notes and
such other documents and instruments concerning the
corporate status of the Company and the authorization of the
transactions contemplated hereby as may be reasonably
requested.
6. Confirmation of Credit Agreement.  Except as expressly
provided above, the Credit Agreement shall remain in full force
and effect.
7. Fees and Expenses.  The Company shall be responsible for
the payment of all fees and out-of-pocket disbursements incurred
by the Agent in connection with the preparation, execution and
delivery of this Amendment and including without limitation the
reasonable fees and disbursements of counsel for the Agent.
8. Miscellaneous.  The provisions of this Amendment shall
inure to the benefit of and be binding upon any successor to any
of the parties hereto.  All agreements, representations and
warranties made herein shall survive the execution of this
Amendment and the extension of credit under the Credit Agreement,
as so amended.  This Amendment shall be governed by and construed
in accordance with the internal laws of the State of Wisconsin.
This Amendment may be signed in any number of counterparts with
the same effect as if the signatures thereto and hereto were upon
the same instrument.
If the foregoing is satisfactory to you, please sign
the form of acceptance below and return a signed counterpart
hereof to the Company.
Very truly yours,

OSHKOSH B'GOSH, INC.

By:/s/David L. Omachinski
	Vice President of Finance

(Corporate Seal)

Agreed to as of the date first above written.

FIRSTAR BANK,
   NATIONAL ASSOCIATION,
   as the Agent and as a Bank

By:	  /s/ Jeff Janza
Title:Vice President


BANK ONE, NA
(Main Office Chicago)
   as Co-Agent and as a Bank

By:	   /s/ A. F. Maggiore
Title: Managing Director


HARRIS TRUST AND SAVINGS BANK,
   as Co-Agent and as a Bank

By:	  /s/ George M. Dluhy
Title:Vice President


FLEET NATIONAL BANK
   as Co-Agent and as a Bank

By:	  /s/ Stephen J. Garvin
Title:Director


LASALLE BANK NATIONAL
ASSOCIATION

By:	  /s/ Lou D. Banach
Title:V.P. & Sr Lender


M&I MARSHALL & ILSLEY BANK

By: /s/Thomas F. Bickelhaupt
Title:Vice President


And By: /s/ Ronald J. Carey
Title:Vice President


U.S. BANK, NATIONAL ASSOCIATION

By:	  /s/ Michael M. Fordney
Title:Senior Vice President


WELLS FARGO HSBC
  TRADE BANK N.A.

By:	  /s/ Peter Loeffler
Title:Vice President

Exhibit A

EXHIBIT 1.2

(Form of Term Note)

PROMISSORY NOTE

$_______________
[	Date		]

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware
corporation, promises to pay to the order of
[____________________________________] the principal sum of
_______________________________ Dollars ($_____________), at the
main office of Firstar Bank, National Association, in Milwaukee,
Wisconsin, payable in three (3) equal annual installments of
_______________ Dollars ($__________) [one-sixth of total
principal amount] each, payable on November 3 in each of the
years 2001 through 2003, and a final installment of all unpaid
principal and accrued interest on November 3, 2004.
The unpaid principal balance hereof shall bear
interest, payable on the dates and at the rate or rates provided
for in the Credit Agreement referred to below.  Principal and
interest on this Note shall be payable in lawful money of the
United States.
This Note constitutes one of the Term Notes issued
under a Credit Agreement dated as of November 3, 1999, as amended
from time to time, among the undersigned, Firstar Bank, National
Association, for itself and as Agent, and the other Banks party
thereto, to which Credit Agreement reference is hereby made for a
statement of the terms and conditions on which Loans in part
evidenced hereby were made and for a description of the terms and
conditions upon which this Note may be prepaid, in whole or in
part, or its maturity accelerated.
This Note shall be construed in accordance with laws of
the State of Wisconsin, except to the extent superseded by
federal law.  The undersigned waives presentment, protest, and
notice of dishonor and agrees, in the event of default hereunder,
to pay all costs and expenses of collection, including reasonable
attorneys' fees.
OSHKOSH B'GOSH, INC.


By:
	Vice President of Finance


EXHIBIT 2.2

LOAN REQUEST/COMMERCIAL PAPER AND COMPETITIVE BID LOAN REPORT


[DATE]


Firstar Bank,
  National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin  53202

Re:	Credit Agreement Dated as of November 3,
1999, as amended (the "Credit
Agreement")

Gentlemen:

Part 1:  Loan Request

OshKosh B'Gosh, Inc. (the "Company") hereby applies to
you, as Agent, for [Revolving Credit Loans] [a Term Loan] under
the Credit Agreement to be made on ____________, ____ in the
aggregate principal amount of $_______________.
The undersigned hereby certifies as follows:
a. All of the representations and warranties set forth
in Article IV of the Credit Agreement continue to be true on
the date hereof.
b. At the date hereof, no Default or Event of Default
under the Credit Agreement has occurred and is continuing.
c. There has been no material adverse change in the
business, operations or financial condition of the
undersigned or any of its Subsidiaries since the date of the
most recent audited financial statements of the Company
delivered pursuant to the Credit Agreement.
The loans will bear interest at the:
[check appropriate box]
[_____] Variable Rate
[_____] Adjusted LIBOR Rate

If the loans will bear interest at the Adjusted LIBOR
Rate, the Interest Period shall be ____ months (one, two or three
months).
Part 2:  Commercial Paper Report

After giving effect to all Commercial Paper
transactions entered into by the Company through the date hereof,
the aggregate principal amount of all Commercial Paper of the
Company now outstanding is $____________.
Part 3:  Competitive Bid Loan Report

The aggregate principal amount of all Competitive Bid
Loans now outstanding is $________________.  The Portions of
outstanding Competitive Bid Loans held by each of the Banks are
as follows:

Firstar Bank, National Association       $
Bank One, NA                             $
Harris Trust and Savings Bank            $
Fleet National Bank                      $
LaSalle Bank National Association        $
M&I Marshall & Ilsley Bank               $
U.S. Bank, National Association          $
Wells Fargo HSBC Trade Bank N.A.         $

Capitalized definitional terms used and not otherwise
defined herein shall have the meanings ascribed to them in the
Credit Agreement.
Very truly yours,


OSHKOSH B'GOSH, INC.

By: ____________________________
    Vice President of Finance



                                APPENDIX A
                              Schedule of Banks

                                  APPENDIX A
                              Schedule of Banks

                                          Revolver     Term Loan
                                         Commitment   Committment  Percentage
Bank            Address for Notice         Amount       Amount      Interest

Firstar         Mr. Stephen E. Carlton  $15,000,000   $25,000,000      20%
Bank,           Managing Director
National        Firstar Capital Markets
Association     777 East Wisconsin Avenue, JS-3S
Agent           Milwaukee, WI 53202
                (414) 765-4244
                (414) 765-4430 FAX
                steve.carlton@firstar.com

Firstar         Mr. Jeffrey J. Janza    $15,000,000  $12,000,000       20%

Bank,           Vice President
National        Firstar Bank N.A.
Association     777 East Wisconsin Avenue, JS-3S
Agent           Milwaukee, WI 53202
                (414) 765-6999
                (414) 765-4632 FAX
                jeff.janza@firstar.com

Bank One,NA     Mr. Anthony F. Maggiore $11,250,000  $9,000,000        15%
(Main           Managing Director
Office          Bank One, NA
Chicago)        111 East Wisconsin Avenue
Co-Agent        Milwaukee, WI  53202
                (414) 765-3111
                (414) 765-2625 FAX
                tony.maggiore@mail.bankone.com

Harris Trust    Mr. George M. Dluhy     $11,250,000  $9,000,000        15%
and Savings     Vice President
Bank            Harris Trust and Savings Bank
Co-Agent        Midwest Group-Tenth Floor West
                111 West Monroe Street
                Chicago, IL 60603
                (312) 461-7788
                (312) 293-5040 FAX
                george.dluhy@harrisbank.com

Fleet           Mr. Stephen J. Garvin   $11,250,000  $9,000,000        15%
National Bank   Director - Retail Group
Co-Agent        Fleet National Bank
                100 Federal Street
                Mail Stop MADE 10009E
                Boston, MA 02110
                (617) 434-9399
                (617) 434-6685 FAX
                stephen_j_garvin@fleet.com

Wells Fargo     Mr. Peter Loeffler      $7,500,000   $6,000,000        10%
HSBC Trade      Vice President
Bank N.A.       Wells Fargo HSBC Trade
                Bank N.A.
                1445 Ross Avenue Suite 450
                Dallas, TX 75202
                (214) 740-1565
                (214) 220-2166
                loefflep@wellsfargo.com

LaSalle Bank    Mr. Lou Banach         $7,500,000    $6,000,000        10%
National        Vice President
Association     LaSalle Bank, N.A.
                411 East Wisconsin Avenue
                Milwaukee, WI 53202
                (414) 224-0394
                (414) 224-0071 FAX
                lou.banach@abnamro.com

U.S. Bank,      Mr. Michael M. Fordney $5,625,000    $4,500,000        7.5%
National        Senior Vice President
Association     U.S. Bank
                201 West Wisconsin Avenue
                Milwaukee, WI 53259
                (920) 830-1646
                (920) 830-7814 FAX
                michael.fordney@usbank.com

M&I Marshall    Mr. Ronald J. Carey    $5,625,000    $4,500,000        7.5%
& Ilsley Bank   Vice President
                M&I Marshall & Ilsley Bank
                770 North Water Street
                Milwaukee, WI 53202
                (414) 765-7439
                (414) 765-7625 FAX
                ron.carey@micorp.com