EXHIBIT 10.12

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

                        CREDIT AGREEMENT

                                             June 24, 1994

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

Bank One, Milwaukee, NA
111 East Wisconsin Ave.
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

 Gentlemen:

          OshKosh B'Gosh, Inc., a Delaware corporation with its
principal offices located in the City of Oshkosh, Wisconsin (the
"Company"), hereby requests that each of you (collectively the
"Banks" and individually a "Bank") severally agree to make loans
to the Company from time to time on the terms and conditions set
forth below:


ARTICLE I

                        LOANS AND NOTES

1.1       Revolving Credit.  From time to time prior to June 24,
          1997 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,
          pro rata according to each Bank's Percentage Interest,
          up to an aggregate principal amount equal to the amount
          by which (i) $60,000,000 (the "Aggregate Commitment"
          and as to each Bank's respective Percentage Interest
          thereof, its "Commitment"), as terminated or reduced
          pursuant to section 1.7, exceeds (ii) the sum of (A)
          the aggregate amount of Letter of Credit obligations
          (as defined in section 10.1(o) below), and (B) the
          aggregate face amount of outstanding Commercial Paper
          (as defined in section 10.1(d) below), including for
          this purpose all Nicolet Funding Corp. Loans (as
          defined in section 1.9(e)below).   The Commitment and
          Percentage Interest of each Bank
          is set forth in the table below:

                                                                  Percentage
                      Name of Bank             Commitment          Interest

                Firstar Bank Milwaukee,       $19,500,000           32.5%
                National Association
                Bank One, Milwaukee, NA       $16,500,000           27.5%

                Harris Trust and Savings      $12,000,000           20.0%
                Bank

                Norwest Bank Wisconsin,       $12,000,000           20.0%

 National Association
                     Total:         $60,000,000              100%

The failure of any one or more of the Banks to lend in accordance
with its 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 Commitment.
Subject to the limitations of section 2.2(d)(3) the Company may
repay such loans and reborrow hereunder from time to time prior
to the Termination Date.  Each loan hereunder from the Banks
collectively shall be in a multiple of $100,000 (except that any
such loan subject to a LIBOR Pricing option shall be in an amount
of $1,000,000 or any multiple of $100,000 in excess of such
amount).  The loans from each Bank advanced under this section
1.1 shall be evidenced by a single promissory note of the Company
(each a "Revolving Credit Note", and collectively with the Demand
Notes (as defined in section 1.2 below), sometimes called the
"Notes") in the form of Exhibit 1.1 annexed hereto, payable to
the order of the lending Bank.

          1.2  Demand Line of Credit.  There is hereby
established a revocable line of credit in the aggregate principal
amount of $40,000,000 (the "Demand Line") for the current use of
the Company.  The amount of the Demand Line provided by each Bank
is set forth in the table below:

                               Name of Bank                Demand Line
                    Firstar Bank Milwaukee,                $13,000,000
                    National Association

                    Bank one, Milwaukee, NA                $11,000,000

                    Harris Trust and Savings Bank           $8,000,000
                    Norwest Bank Wisconsin, National
                    Association                             $8,000,000

                                  Total:                   $40,000,000


Each Bank in its sole discretion may decline to make advances
under the Demand Line at any time without having made demand
for payment.  Any Bank so declining to make advances shall
immediately   give written notice of such declination to the
Company and   the Agent, but failure to give such notice shall
not affect the validity or effectiveness of such declination.
Any loans under the Demand Line shall be made pro rata according
to the participating Banks, respective shares of the Demand Line
from time to time in effect, up to an aggregate principal amount
equal to (i) $40,000,000 minus (ii) the amount by which (A) the
sum of (1) the outstanding principal amount of all revolving
credit loans made pursuant to section

1.1, (2) the aggregate amount of Letter of Credit
Obligations, and (3) the aggregate face amount of
outstanding Commercial Paper, including for this
purpose all Nicolet Funding Corp. Loans, exceeds (E)
the Aggregate Commitment.  The Demand Line shall be
unused for at least 90 consecutive days during each
twelve-month period commencing July I of a given year
and ending June 30 the following year.  Each advance
under the Demand Line from the Banks collectively shall
be in a multiple of $100,000 (except that any such
advance subject to a LIBOR Pricing Option shall be in
an amount of $1,000,000 or any multiple of $100,000 in
excess of such amount).  The advances under the Demand
Line from each Bank shall be evidenced by a single
promissory note of the Company (each a "Demand Note",
and collectively with the Revolving Credit Notes,
sometimes called the "Notes"), payable on demand to the
order of the lending Bank in the form of Exhibit 1.2
attached hereto.  The Company acknowledges that all
amounts due under the Demand Notes are payable on
demand, regardless of whether the Company has breached
any of the terms, covenants and conditions set forth in
this Agreement, the Notes, any Collateral Document or
any other document or agreement applicable to the loans
described herein.

          1.3  Notes.  The Notes shall be executed by
the Company and delivered to the Banks prior to the
initial loans.  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
in the Notes, together with the other amounts provided
therein.

          1.4  Letters of Credit.

          (a)  Firstar Bank Milwaukee, N.A. and such
other Bank or Banks as the Company may from time to
time designate with the consent of the Agent (each an
"LOC Bank") shall from time to time when so requested
by the Company issue standby and import 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 equal to
the amount by which (i) the sum of (A) the Aggregate
Commitment and (B) the Demand Line from time to time in
effect exceeds (ii) the sum of (A) the outstanding
principal amount of loans made pursuant to sections 1.1
and 1.2, (B) the aggregate amount of all unpaid
Reimbursement obligations (as defined in section
lo.l(r) below) and (C) the aggregate face amount of
outstanding Commercial Paper, including for this
purpose all

Nicolet Funding Corp. Loans.  In addition to the
foregoing aggregate limitation on Letters of Credit,
standby Letters of Credit shall not exceed $25,000,000
in aggregate face amount at any time outstanding and
import Letters of Credit shall not exceed $35,000,000
in aggregate face amount at any time outstanding.  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)  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 in the
amount of three quarters of one percent (3/4!k) per
annum of the face amount of such standby Letter of
Credit.  Such fees shall be payable quarterly in
arrears on the first day of each calendar quarter.

     (c)  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 (as defined in section 2.2(b)(2)).

(d)  Reliance on Documents.  Delivery to the LOC Banks
of any documents strictly 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,
fraudulent or forged.

(e)  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 the Company shall
     have a claim against an LOC Bank, and such LOC
     Bank shall be liable to the Company, to the extent
     of damages suffered by the Company which the
     Company proves were 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.

          1.5  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) contemporaneously with the making of the
     initial loan hereunder, the proceeds of such
     initial loan shall be used to the extent necessary
     to pay all indebtedness of Company outstanding
     under its demand lines of credit with Firstar Bank
     Milwaukee, N.A. and Norwest Bank Wisconsin; and
     (ii) all other proceeds shall be used (A) for the
     repayment at maturity of outstanding Commercial
     Paper (to the extent necessary), and (B) for
     working capital and other lawful corporate
     purposes.

     (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.

1.6       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 the rate of one-eighth of one percent
(1/8W) per annum on the Aggregate Commitment (as
reduced pursuant to section 1.7). Such commitment fees
shall accrue during the period from the date of this
Agreement to and including the Termination Date and be
payable quarterly in advance on the date of the initial
loan and on the first day of each calendar quarter
thereafter.

          1.7  Termination or Reduction.

          (a)  The Company shall have the right, upon
     five business days' prior written notice to each
     Bank, to ratably reduce in part the Commitments,
     provided, however, that (i) each partial reduction
     of the Aggregate Commitment shall be in the amount
     of $100,000 or an integral multiple thereof, and
     (ii) no reduction shall reduce the Aggregate
     Commitment to an amount less than the sum of (A)
     the aggregate principal amount of outstanding
     revolving credit loans made under Section 1.1, (B)
     the aggregate amount of Letter of Credit
     obligations, and (C) the aggregate face amount of
     outstanding Commercial Paper, including for this
     purpose all Nicolet Funding Corp. Loans.  Subject
     to the limitations of the preceding sentence, the
     entire Commitments of all of the Banks may be
     terminated in whole at any time upon five Business
     Days, prior written notice to each Bank.

          (b)  Each Bank in its sole discretion may at
     any time reduce or terminate its individual Demand
     Line by giving written notice of such reduction or
     termination to the Agent and the Company.  If any
     Bank shall decline to make additional advances
     pursuant to the Demand Line or shall demand
     payment of any amount outstanding under its Demand
     Note, the aggregate Demand Line shall
     automatically be reduced by an amount equal to
     such Bank's individual Demand Line.


          1.8  Optional Prepayment.  The Notes may be
prepaid in whole or in part at the option of the
Company at any time without premium or penalty except
as otherwise provided in section 2.2(d)(3). All
prepayments shall be applied as set forth in section
2.4(b) pro rata among the Banks in accordance with
their respective Percentage Interests.  All prepayments
shall be accompanied by interest accrued on the amount
prepaid through the date of prepayment.

1.9       Commercial Paper.

          (a)  The Company may issue Commercial Paper
from time to time, including sales of Commercial Paper
through one or more of the Banks acting as placement
agent pursuant to separate agreements between the
Company and such Bank or Banks.  The aggregate face
amount of all outstanding Commercial Paper (but not
including for this purpose any Nicolet Funding Corp.
Loans) shall not at any time exceed the lesser of (i)
$60,000,000 and (ii) the amount by which (A) the sum of
(1) the Aggregate Commitment and (2) the Demand Line in
effect from time to time, exceeds (B) the sum of (1)
the outstanding principal amount of loans made pursuant
to sections 1.1 and 1.2, (2) the aggregate amount of
Letter of Credit Obligations and (3) the outstanding
principal amount of all Nicolet Funding Corp. Loans.
No Commercial Paper shall have a term to maturity
greater than 100 days.

          (b)  The Company shall pay a Commercial Paper
placement fee in respect of Commercial Paper placed by
any of the Banks computed at a rate of one-quarter of
one percent (1/4%) per annum of the aggregate face
amount of such Commercial Paper, payable at the time
such Commercial Paper is issued as follows: (i) one-
eighth of one percent (1/8%) to the Bank acting as
placement agent for the sale of such Commercial Paper
and (ii) one-eighth of one percent (1/8%) to the Agent
for the pro rata benefit of the Banks.

          (c)  The Company will give written notice to
the Agent in the form of Part 1 to Exhibit 2.1 hereto
on each Business Day on which there is any change in
the aggregate outstanding face amount of Commercial
Paper and Nicolet Funding Corp. Loans, setting forth
the aggregate principal amount of all Commercial Paper
and Nicolet Funding Corp. Loans then outstanding after
giving effect to the issuance or repayment of
Commercial Paper and Nicolet Funding Corp. Loans (as
the case may be) taking place on such Business Day.


(d)  For all purposes of this Agreement, the
     outstanding face amount of all Commercial Paper
     (but not including for this purpose any Nicolet
     Funding Corp. Loans) shall be deemed to be use of
     the Aggregate Commitment.  The principal amount of
     outstanding loans (including Nicolet Funding Corp.
     Loans) and the face amount of outstanding Letters
     of Credit shall be deemed to be use of the
     Aggregate Commitment to the extent that the
     Aggregate Commitment exceeds the face amount of
     outstanding Commercial Paper (but not including
     for this purpose any Nicolet Funding Corp. Loans)
     from time to time, and otherwise shall be deemed
     to be use of the Demand Line.

               (e)  The Company may also obtain direct
     loans from Nicolet Funding Corp. ("Nicolet Funding
     Corp. Loans") from time to time.  The aggregate
     principal amount of such loans at any time
     outstanding shall not exceed the lesser of (i)
     $20,000,000 and (ii) the sum of (A) the amount by
     which the Aggregate Commitment exceeds the
     aggregate principal amount of Commercial Paper
     from time to time outstanding, plus (B) the amount
     available to be borrowed from time to time under
     the Demand Line provided by Norwest Bank
     Wisconsin, National Association.  Such loans shall
     have maturities not exceeding 100 days, and shall
     bear interest at rates to be agreed upon by the
     Company and Nicolet Funding Corp.


ARTICLE II

ADMINISTRATION OF CREDIT

2.1    Borrowing Procedure.  Loans hereunder shall he
made at the principal banking office of the Agent in
Milwaukee, Wisconsin, on written or telephonic
notice from the Company to the Agent received not later
than 10:30 a.m. on the date of the proposed borrowing
(subject to the notice requirement of section 2.2(c)(2)
if the Company wishes to elect a LIBOR Pricing option
with respect to such loan), which notice shall specify
the date and the aggregate principal amount of such
borrowing.  Each written request for a borrowing
hereunder shall be given in the form of Part 2 to
Exhibit 2.1 hereto; each telephonic request for a
borrowing hereunder shall be confirmed within three (3)
Business Days of the borrowing date by delivery of a
written request in such form. 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 loans available to the Agent
in Milwaukee in immediately available funds not later
than 2:00 p.m. on the date of the borrowing.  Out of
thefunds received from the Banks 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.

2.2       Interest Calculation.

     (a)  Interest.  The principal amount of the
indebtedness from time to time evidenced by the Notes
shall accrue and bear interest at a rate per annum
which shall at all times equal the Applicable Rate (as
defined in section 2.2(b)). To the extent that any
portion of the indebtedness evidenced by the Notes
bears interest at the Prime Rate (defined below), the
Company will pay such interest monthly in arrears on
the last day of each month.  On the last day of each
LIBOR Interest Period or on any earlier termination of
any LIBOR Pricing Option, the Company will pay the
accrued and unpaid interest on the indebtedness
evidenced by the Notes which was subject to the LIBOR
Pricing Option which expired or terminated on such
date.  On any stated or accelerated maturity of the
indebtedness evidenced by the Notes all accrued and
unpaid interest on such indebtedness shall be forthwith
due and payable, including without limitation any
accrued and unpaid interest on such indebtedness which
is subject to a LIBOR Pricing Option.  In addition, the
Company will, on demand, pay interest on any overdue
installments of principal and pay interest during the
continuance of any Event of Default both at a rate per
annum which is at all times equal to the sum of (a) the
Applicable Rate (or, if more than one Applicable Rate
is then in effect, the weighted average of the
Applicable Rates then in effect), plus (b) 2%r per
annum.

     (b)  Applicable Rate.  The term "Applicable Rate"
shall mean:

          (1)  With respect to any portion of the
     indebtedness evidenced by the Notes which is at
     the time subject to an effective LIBOR Pricing
     Option, the applicable LIBOR Rate set forth in
     section 2.2(c)(1)(D).

          (2)  With respect to any portion of the
     indebtedness evidenced by the Notes which is not
     at the time subject to an effective LIBOR Pricing
     Option, the rate announced by Firstar Bank
     Milwaukee, N.A. from time to time as its prime
     rate (changing as and when such prime rate
     changes) (the "Prime Rate").

     (c)  The LIBOR Pricing Options.  The following
provisions shall apply to the LIBOR Pricing Options:

          (1)  Certain Definitions.  For purposes of
     this Agreement:

 (A) The term "Basic LIBOR Rate" as applied to any
LIBOR Interest Period shall mean the per annum rate of
interest determined by the Agent (which shall be
applicable to all of the Banks) to be the average
(rounded up, if necessary, to the nearest 1/16 of 1%)
of the offered rates for deposits in U.S. dollars for
the applicable LIBOR Interest Period which appear on
the Reuters Screen LIBO Page (or such other page on
which the appropriate information may be displayed), on
the electronic communications terminals in the Agent's
money center as of 11:00 a.m. (London time) on the day
which is two Business Days prior to the first day of
such LIBOR Interest Period ("Calculation Date"), except
as provided below. if fewer than two offered rates
appear for the applicable LIBOR Interest Period or if
the appropriate screen is not accessible as of such
time, the term "Basic LIBOR Rate" shall mean the per
annum rate of interest determined by the Agent (but
which shall be applicable to all of the Banks) to be
the average (rounded up, if necessary, to the nearest
1/16 of 1%) of the rates at which deposits in U.S.
dollars are offered to the Agent by four major banks in
the London interbank market, as selected by the Agent
("Reference Banks"), at approximately 11 a.m., London
time, on the Calculation Date for the applicable LIBOR
Interest Period and in an amount equal to the principal
amount of the loans subject to the applicable LIBOR
Pricing Option.  The Agent will request the principal
London office of each of the Reference Banks to provide
a quotation of its rate.  If at least two such
quotations are provided, the applicable rate will be
the mean of the quotations.  If fewer than two
quotations are provided as requested, the applicable
rate will be the mean of the rates quoted by major
banks in New York City, selected by the Agent, at
approximately 11 a.m., New York City time, on the
Calculation Date for loans in U.S. dollars to leading
European banks for the applicable LIBOR Interest Period
and in an amount equal to the principal amount of the
loans subject to the applicable LIBOR Pricing Option.

(B)The term "LIBOR Interest Period" shall mean any
period, selected as provided below in this section
2.2(c) of one, two or three months, each commencing on
any Business Day.  Such LIBOR Interest Period shall
end on the day in the succeeding calendar month which
corresponds numerically to the beginning day of such
LIBOR Interest Period, provided, however, that if there
is no such numerically corresponding day in such
succeeding month, such LIBOR Interest Period shall end
on the last Business Day of such succeeding month.  If
any LIBOR Interest Period so selected would otherwise
end on a date which is not a Business Day, such LIBOR
Interest Period shall instead end on the immediately
succeeding Business Day, provided, however, that if
said next succeeding Business Day falls in a new month,
such LIBOR Interest Period shall end on the immediately
preceding Business Day.

     (C)  The term "LIBOR Pricing Options" shall mean
the options granted pursuant to this section 2.2(c) to
have the interest on all or any portion of the
principal amount of indebtedness evidenced by the Notes
computed with reference to a LIBOR Rate.

     (D)  The term "LIBOR Rate" for any LIBOR Interest
Period shall mean a rate per annum equal to the sum of
(i) the quotient of (A) the Basic LIBOR Rate applicable
to that LIBOR Interest Period divided by (B) one minus
the LIBOR Reserve Requirement (expressed as a decimal)
applicable to that LIBOR Interest Period, plus (ii)
five-eighths of one percent (5/8%).  The LIBOR Rate
shall be rounded, if necessary, to the next higher 1/16
of 1%.


(E)       The term "LIBOR Reserve Requirement" shall
     mean, with respect to each LIBOR Interest Period,
     the stated rate of all reserve requirements
     (including all basic, supplemental, marginal and
     other reserves and taking into account any
     transitional adjustments or other scheduled
     changes in reserve requirements during such LIBOR
     Interest Period) that is specified on the first
     day of such LIBOR 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 Agent.

     (F)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
     Agreementof any new) federal or state law,
     regulation, interpretation, direction, policy or
     guideline, or any court decision, which in any
     case has general application to banks of the class
     of which any Bank is a member and which affects
     the treatment of any loans of such Bank, all as
     set forth below.

(2)     Election of LIBOR Pricing Options.  Subject to
        all the terms and conditions hereof, the
        Company may, by notice to the Agent received
        not later than 10:30 a.m. (Milwaukee time) on
        the day which is three Business Days prior to
        the first day of the LIBOR Interest Period
        selected in such notice, elect to have all or
        such portion of the principal amount of
        indebtedness then evidenced (or to be evidenced
        at the commencement of such LIBOR Interest
        Period) by the Notes as the Company may specify
        in such notice (in the minimum amount of
        $1,000,000 or any multiple of $100,000 in
        excess of such amount) accrue and bear daily
        interest during the LIBOR Interest Period so
        selected at a per annum rate equal to the LIBOR
        Rate for such LIBOR Interest Period; provided,
        however, that no such election shall become
        effective if the Agent determines (which
        determination shall be binding and conclusive
        on all parties) that (i) by reason of
        circumstances affecting the London interbank
        market adequate and reasonable means do not
        exist for ascertaining the applicable LIBOR
        Rate; (ii) the LIBOR Rate does not accurately
        reflect the cost to the Banks of making or
        maintaining LIBOR-based loans in general; or
        (iii)     any Default or Event of Default has
        occurred and is continuing.  Each notice of
election of a LIBOR Pricing Option shall be
        irrevocable.

(d)  Special Provisions.

      (1) 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,
     Letters of Credit or participations therein, or
     Reimbursement Obligations owed to it hereunder, or
     shall change the basis of taxation of payments to
     any Bank of the principal of or interest on its
     loans hereunder or Reimbursement Obligations owed
     to it, or any other amounts due under this
     Agreement in respect of such loans or
     Reimbursement obligations, or its obligation to
     make loans hereunder or issue Letters of Credit or
     participate therein (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 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,
     Letters of Credit or participations
     therein, or any Reimbursement Obligation
     owed to it 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, issuing or maintaining any
     Letter of Credit, or participating therein, 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
     after 30 days' 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, Letters of Credit or
     Reimbursement obligations), 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 incurred on or after the date of the
     giving of such notice to the Agent and the
     Company.

          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
     any increased cost under this section 2.2(d)(1).
     Each Bank further agrees that, for purposes of
     this section 2.2(d)(1), it will not treat the
     Company in a manner different from its other
     commercial loan customers having similar loan
     relationships with the Bank.

     (2) 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 a Bank to make, maintain or
fund a loan subject to a LIBOR Rate, then (i) such Bank
shall promptly notify each of the other parties hereto,
(ii) the obligation of all Banks to make such loan
shall, upon the effectiveness of such event, be
suspended for the duration of such unlawfulness, and
(iii) to the extent that it is unlawful for such Bank
to maintain an outstanding loan subject to a LIBOR
Rate, such loan shall thereafter bear interest at the
Prime Rate or such other lower rate as may be agreed
upon by the Company and the Bank.

     (3)  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 net 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 loans hereunder), as reasonably determined
by such Bank, as a result of (i) any payment or
prepayment of any loan subject to a LIBOR Rate of such
Bank on a date other than the last day of a LIBOR
Interest Period for such loan whether or not required
by any other provision of this Agreement, or (ii) any
failure of the Company to borrow any loans on a date
specified therefor in a notice of borrowing pursuant to
this Agreement.

     (4)    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.

     (5)  Capital Adequacy.  If any Regulatory Change
affects the treatment of any loan, Letter of Credit or
participation therein 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 after
30 days' notice from such Bank to the Company and the
Agent of such Regulatory Change, 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
incurred on or after the date of the giving of such
notice to the Agent and the Company.  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
2.2(d)(5).

(6) Conclusiveness of Statements; Survival of Prov
isions.Determinations and statements of any Bank pursuant to
sections

          2.2(d)(1), (2), (3) and (5) shall be rebuttably
          presumptive evidence of the correctness of the
          determinations and statements and shall be conclusive
          absent manifest error if the Company fails to deliver
          written notice to the Agent within 30 days of (i) the
          date of mailing of such statement or (ii) the giving of
          notice of such determination if no such statement is
          mailed.  The provisions of section 2.2(d)(1),
          (3) and (5) shall survive the obligation of the Banks
          to extend credit under this Agreement and the repayment
          of the loans and Reimbursement obligations.

          2.3  Computations; Non-Business Days.  All fees, and
all interest payable on the Notes, shall be computed for the
actual number of days elapsed using a daily rate determined by
dividing the annual rate by 360.  Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a non-
Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall be included in the
computation of interest under the Notes, or fees payable
hereunder, as the case may be.

          2.4  Application of Payments.

          (a)  All payments of principal, interest and
     fees under this Agreement and the Notes shall be made to the
     Agent in immediately available funds for the ratable account
     of the Banks and the holders of the Notes then outstanding,
     as appropriate, in respect of amounts then due hereunder.
     The Agent shall promptly distribute to each such Bank or
     holder pro rata the amount of principal, interest or 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.

          (b)  All payments received by the Agent under this
     Agreement from any source shall be applied to the
     obligations of the Company hereunder in the following order
     of priority:

               (i)  First, to the payment of all unreimbursed
          fees and expenses due hereunder;

(ii) Second, to the repayment of all outstanding loans
under the Demand Line and all accrued interest thereon;

               (iii)     Third, to the payment of all
          outstanding loans under the Aggregate
          Commitment, to the extent then due and
          payable, and all accrued interest thereon;

               (iv) Fourth, to secure reimbursement of
          the outstanding face amount of all Letters of
          Credit issued against the Demand Line;

                (v) Fifth, to secure reimbursement of
          the outstanding face amount of all Letters of
          Credit issued against the Aggregate
          Commitment; and

               (vi) Sixth, to secure payment at
          maturity of all outstanding Commercial Paper,
          including for this purpose all Nicolet
          Funding Corp. Loans.

          2.5  Pro Rata Treatment.  All payments or
prepayments of principal, interest or fees shall be
made pro rata in accordance with the amounts of the
Notes then due.  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 pursuant to section 10.10) any payment 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 eclual
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.

          2.6  Set Off.  In the event that the unpaid
principal balance of the Notes or any other amount
becomes immediately due and payable pursuant to section
7.2, each Bank may offset and apply any monies,
balances, accounts and deposits (including certificates
of deposit) of the Company
then at such Bank toward the payment of the Note or
Notes held by such Bank or other amounts owed to it
hereunder.  Promptly upon its charging any account of
the Company pursuant to this section, the Bank shall
give the Company notice thereof, provided that failure
to give such notice shall not affect the obligations of
the Company hereunder.

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 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 Banks
a Federal Reserve Form U-1 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 their special
counsel and 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.

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 consolidated and
consolidating balance sheets of the Company and its
Subsidiaries as of December 31, 1993, and the
consolidated and consolidating statements of profit and
loss and surplus 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,
1993, there has been no material adverse change in the
property, financial condition or business operations of
the Company or any Subsidiary.

          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) relates to the 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.  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 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.

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 Aggregate Commitment shall be reduced by
an amount equal to the net proceeds to the Company of
such long-term indebtedness;

          (d)  indebtedness described in section
lo.l(p)(iv), provided such indebtedness does not exceed
an aggregate of $5,000,000 outstanding at any one time;

          (e)  Commercial Paper in an aggregate face
amount of not more than the amount permitted by section
1.9(a);

          (f)  Nicolet Funding Corp. Loans in aggregate
principal amount of not more than the amount permitted
by section 1.9(e);

          (g) unsecured indebtedness which is
subordinated to the prior payment of the Company's
obligations under this Agreement in a manner
satisfactory to the Banks;

          (h)  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

           (i) 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; and (iv)
     prime commercial paper maturing within 90 days of
     the date of acquisition by the Company or a
     Subsidiary;

          (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, 1993, and shown on the financial
     statements referred to in section 4.5 above,
     provided that such investments shall not be
     increased; and

     (f)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.

          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.

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, (ii) in connection with letters of
credit issued for the account of the Company from time
to time by Republic National Bank of New York, provided
that (A) such letters of credit shall not exceed
$10,000,000 in aggregate face amount at any time
outstanding and (B) none of such letters of credit
shall remain outstanding on or after June 1, 1995, and
(iii) other contingent liabilities in respect of third
party 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.


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 all times a Consolidated Current Ratio
     of at least 2.00 to 1.00;

           (b) A ratio of Consolidated Total
     Liabilities to Consolidated Tangible Net Worth of
     (i) not more than 1.00 to 1.00 at all times prior
     to January 1, 1996 and (ii) not more than 0.85 to
     1.00 at all times after December 31, 1995; and

          (c)  At the end of each fiscal quarter a
     Consolidated Fixed Charge Coverage Ratio for the
     four consecutive fiscal quarters then ended of at
     least 3.00 to 1.00.

          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: 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 surplus 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 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 recfuire 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 Revolving Credit 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
     Revolving Credit 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 (including without limitation the Demand
Notes), 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; or

     (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.

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 under section
     7.1(a) 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
     revolving credit loans and issue Letters of Credit
     hereunder and declare the unpaid principal balance
     of the Revolving Credit 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, 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
     revolving credit loans and issue Letters of Credit
     hereunder shall immediately terminate and the
     unpaid principal balance of all Revolving Credit
     Notes and all unreimbursed amounts drawn on
     Letters of Credit, together with all interest
     accrued thereon, 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 any Event of Default other than an
     Event of Default under section 7.1(a) or section
     7.1(g) and at any time thereafter, and in each
     case, the Required Banks, with the written consent
     of all Banks that have acted as placement agent in
     the sale of any Commercial Paper then outstanding
     (or the Agent with the written consent of such
     Banks) may take the actions and exercise the
     remedies provided by this section 7.2.

          (d)  As to each Event of Default, subject to
     the limitations set forth in section 7.2(c) above,
     the Banks shall have all the remedies for default
     provided by the Collateral Documents, as well as
     applicable law.

(e)  In the event that the unpaid principal balance of
     the Revolving Credit Notes becomes immediately due
     and payable pursuant to this section 7.2, the
     Company shall pay (i) 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, and (ii) to the Agent the aggregate face
     amount of all Commercial Paper (including for this
     purpose all Nicolet Funding Corp. Loans) then
     outstanding, which amount may be held by the
     Agent, without interest, to secure the payment in
     full of all such Commercial Paper at maturity,
     with the excess, if any, to be returned to the
     Company upon payment in full of all such
     Commercial Paper.

ARTICLE VIII

DEMAND NOTES

          8.1  Right of each Bank to Demand Payment.
All amounts outstanding under each of the Demand Notes
are due ON DEMAND by the holder thereof in its sole
discretion; provided that such holder shall give at
least three Business Days' prior written notice of its
intention to make such demand to the Company and the
Agent.  Notwithstanding the foregoing, the unpaid
principal balance of the Demand Notes, together with
all interest accrued thereon, shall automatically
become immediately due and payable, without
presentment, demand, protest or further notice of any
kind, all of which are hereby waived, if an Event of
Default under section 7.1(g) shall occur.
Notwithstanding reference to any Event of Default or
termination in this Agreement or any Collateral
Document (except for automatic acceleration provisions
referred to above), such provisions shall have no
application to, or otherwise restrict, each Bank's
right to demand payment under its Demand Note at any
time.

          8.2  Cash Collateral.  If at any time when
demand for payment is made on any Demand Note, the
aggregate outstanding face amount of all Letters of
Credit shall exceed the Aggregate Commitment (net of
all outstanding Commercial Paper and Nicolet Funding
Corp. Loans issued by the Company thereunder), the
Company shall immediately pay the amount of such excess
to the Agent, which amount (together with all accrued
interest thereon) may be held by the Agent in an
interest-bearing account as cash collateral for the
purpose of securing the repayment of any draft
presented in respect of outstanding Letters of Credit,
with the excess, if any, to be returned to the Company
as and when such Letters of Credit terminate or expire.

ARTICLE IX

THE AGENT

          9.1  Appointment and Powers.  Each of the
Banks hereby appoints Firstar Bank Milwaukee, 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
Milwaukee, National Association agrees to act as Agent
upon the express terms and conditions contained in this
Article IX.

9.2  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,
collectibility 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.

          9.3  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.

          9.4  Rights as a Lender.  With respect to its
Commitment and the Notes issued to it, Firstar Bank
Milwaukee, 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 Milwaukee, National Association in its
individual capacity as a Bank.  Firstar Bank Milwaukee,
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.

9.5  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.

          9.6  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 X

MISCELLANEOUS



          10.1 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 "Affiliate,, means any person,
     firm or corporation, which, directly or
     indirectly, controls, is controlled by, or is
     under common control with, the Company or a
     Subsidiary.

          (b)  the term "Business Day" means any day
     other than a Saturday or Sunday on which banks in
     the States of Wisconsin and Illinois are open for
     the transaction of substantially all of their
     banking functions; provided, however, that for
     purposes of calculating the Basic LIBOR Rate, the
     LIBOR Interest Periods, and the election of LIBOR
     Pricing Options, the term "Business Day" shall
     mean in addition only those days on which dealings
     in U.S. dollar deposits are carried out by U.S.
     financial institutions in the London interbank
     market.

          (c)  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.

(d)  the term "Commercial Paper" means (i) all commercial paper
issued by the Company from time to time, including sales of
commercial paper through one or more of the Banks acting as
placement agent pursuant to separate agreements between the
Company and such Bank or Banks, and (ii) where expressly so
included by the terms of this Agreement, all Nicolet Funding
Corp. Loans described in section 1.9(e).

      (e) the term "Consolidated Current Ratio,, means the
relationship, expressed as a numerical ratio, between:

          (i)  the amount of all assets which under generally
     accepted principles of accounting would appear as current
     assets on the consolidated balance sheet of the Company and
     its Subsidiaries, excluding prepaid expenses which are not
     refundable on the date the determination is made,

And

(ii)  the amount of all liabilities which under generally
accepted principles of accounting would appear as current
liabilities on such balance sheet, including all indebtedness
payable on demand or maturing (whether by reason of specified
maturity, fixed prepayments, sinking funds or accruals of any
kind, or otherwise) within 12 months or less from the date of
the relevant statement, including all lease and rental
obligations due in 12 months or less under leases, whether or
not Capitalized Leases, and including customers' advances and
progress billings on contracts.

(f) the term "Consolidated Fixed Charge Coverage Ratio" means,
for any period, the relationship, expressed as a numerical
ratio, between:

(i)  the Consolidated Net Earnings of the Company for such
     period plus the sum of (A) depreciation, amortization and
     all other noncash 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 (including the interest
     component of Capitalized Leases) for such period and (C)
     rental expense under leases other than Capitalized
     Leases for such period; and

     (ii) the sum of (A) net interest expense on
     indebtedness of the Company (including the
     interest component of Capitalized Leases) for such
     period, (B) scheduled principal payments on
     indebtedness of the Company during such period,
     (C) the principal component of required payments
     in respect of Capitalized Leases during such
     period and (D) rental expense under leases other
     than Capitalized Leases for such period.

     (g)  the term "Consolidated Total Liabilities,,
means all liabilities of the Company and its
Subsidiaries properly appearing on a consolidated
balance sheet of the Company and its Subsidiaries in
accordance with generally accepted accounting
principles.

     (h)  the term "Consolidated Net Earnings" means
the excess of:

               (i)  all revenues and income derived
from operation in the ordinary course of business
(excluding extraordinary gains and profits upon the
disposition of investments and fixed assets),

     Over:

               (ii) 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.

     (i)  the term "Consolidated Tangible Net Worth"
means the total of all assets properly appearing on the
consolidated balance sheet of the Company and its
Subsidiaries in accordance with generally accepted
accounting principles, less the sum of the following:

the book amount of all such assets which would be
treated as intangibles under generally accepted
accounting principles, including, without limitation,
all such items as good will, trademarks, trademark
rights, trade names, tradename rights, brands,
copyrights, patents, patent rights, licenses and
unamortized debt discount and expense;

                    any write-up in the book value of
any such assets resulting from a revaluation thereof
subsequent to December 31, 1993;

               (iii)     all reserves, including
reserves for depreciation, obsolescence, depletion,
insurance, and inventory valuation, but excluding
contingency reserves not allocated for any particular
purpose and not deducted from assets;

               (iv) the amount, if any, at which any
shares of stock of the Company or any Subsidiary appear
on the asset side of such consolidated balance sheet;

               (v)  all liabilities of the Company and
its Subsidiaries shown on such balance sheet; and

               (vi) all investments in foreign
affiliates and nonconsolidated domestic affiliates.

     (j)  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.

     (k)  The term "Default" means any event or
condition which with the passage of time, the giving of
notice or both would constitute an Event of Default.

     (1)  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:

               (i)  on site inspection including review
of site geology, hydrogeology, demography, land use and
population;

               (ii) taking and analyzing soil borings
and installing ground water monitoring wells and
analyzing samples taken from such wells;

(iii)          taking and analyzing of air samples and
testing of underground tanks;

               (iv) reviewing plant permits, compliance
records and regulatory correspondence, and interviewing
enforcement staff at regulatory agencies;

               (v)  reviewing the operations,
procedures and documentation of the Company and its

Subsidiaries; and

               (vi) interviewing past and present
employees of the Company and its Subsidiaries.

      (m) The term "Environmental Laws" means all
federal, state and local laws including 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 Responsibility
Cleanup and Liability Act of 1980, 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.

     (n)  the term "ERISAII means the Employee
Retirement Income Security Act of 1974, as the same may
be in effect from time to time.

     (o)  the term "Letter of Credit Obligations" means
the aggregate undrawn face amounts of all outstanding
Letters of Credit and all unpaid Reimbursement
obligations.

      (p) the term "Permitted Liens" means:

              (i) 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;

               (ii) 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;

               (iii)     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

          (iv) purchase money liens on property
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, 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.

     (q)  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.

     (r)  the term "Reimbursement obligations" means
all obligations of the Company to reimburse each LOC
Bank for all drawings under Letters of Credit.

     (s)  the term "Reportable Event" means a
reportable event as that term is defined in Title iv of
ERISA.

          (t)  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% in
     aggregate principal amount of the loans and Letter
     of Credit Obligations outstanding hereunder.

          (u)  the term "Subsidiary" means a
     corporation of which the Company owns, directly or
     through another Subsidiary, at the date of
     determination, more than 50% of the outstanding
     stock 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.

           (v) 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.

          10.2 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 10.2. Subject to the provisions of this section
10.2, 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 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 2.5 of
     this Agreement.

     (e)        Amend any provision of this Agreement
     requiring  a pro rata sharing among the Banks.

     (f)        Amend this section 10.2.

No amendment of any provision of this Agreement
relating to the Agent shall be effective without the
written consent of the Agent.

          10.3  Expenses; Indemnity.

(a)  The Company shall pay, or reimburse each Bank for
(i) all reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys'
fees and expenses) paid or incurred by such Bank in
connection with the negotiation, preparation,
execution, delivery, and administration of this
Agreement, the Notes, 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, execution and delivery of
this Agreement, the Notes and the Collateral Documents
shall not exceed $2,500; (ii) all reasonable out-of-
pocket costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses)
paid or incurred by such Bank after Default, before and
after judgment, in enforcing, protecting or preserving
its rights under this Agreement, the Notes, 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; 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 such Bank
by the federal government or the state (or political
subdivision of a state) where 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
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, 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 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 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 Note, 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 ouch 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 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.

          10.4 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.

          10.5 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.

          10.6 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.  This Agreement shall not create
any rights in favor of any other party (including
without limitation any holder of Commercial Paper,
including for this purpose Nicolet Funding Corp. Loans)
and the Banks shall have no liability whatsoever to any
holder of Commercial Paper as a result of this
Agreement.  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.

          10.7 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.

          10.8 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.

          10.9 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.

          10.10     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 on this Agreement above,
to the attention of the officer of the Bank executing
the form of acceptance of this Agreement.

10.11     Participations.  With the prior written
consent of the Company and the Agent, each Bank may
sell to another financial institution or institutions
interests in its Notes (except that each Bank may sell
such interests without such consent to other financial
institutions owned directly or indirectly by it or by
its controlling corporation) and, in connection with
each such sale, and thereafter, disclose to any
purchaser or potential purchaser of such interest any
financial information such Bank may have concerning the
Company and its Subsidiaries.

          10.12     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.

          10.13     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.

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 BIGOSH, INC.
                              Address:  112 Otter
                                        Avenue Oshkosh,
                                        WI 54901-5008

                                 By:  /S/ DAVID L. OMACHINSKI
(CORPORATE SEAL)                      Vice President of Finance

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

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


                               By:  /S/ STEVE CARLTON
                               Title: Assistant Vice
                               President


                               BANK ONE, MILWAUKEE, NA


                               By:  /S/ A.F. MAGGORIE
                               Title: Vice President

                               HARRIS TRUST AND SAVINGS
                               BANK


                               By:  /S/ GEORGE M.
                                    DELUHY
                               Title: Vice President


                               NORWEST BANK WISCONSIN,
                               NATIONAL ASSOCIATION


                               By:  /S/ DANIEL G.
                                    FRAZIER
                               Title: Vice President


EXHIBIT 1.1

REVOLVING CREDIT NOTE

$                                                          1
                                                           9-

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Wisconsin
corporation, promises to pay to the order of
                                               , the
principal sum of                    Dollars ($        )
at the Main Office of Firstar Bank Milwaukee, National
Association in Milwaukee, Wisconsin, on June 24, 1997.
The unpaid principal balance hereof shall bear
interest, payable on the dates specified in the Credit
Agreement referred to below, computed at the Applicable
Rate as defined in such Credit Agreement.

Principal amounts unpaid at the maturity hereof
(whether by fixed maturity or acceleration) shall bear
interest from and after maturity until paid computed at
a rate equal to 2% per annum plus the rate otherwise
payable hereunder.  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 June
24, 1994, among the undersigned and Firstar Bank
Milwaukee, 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.

                               OSHKOSH BIGOSH, INC.



     By:
         Vice President of Finance

(CORPORATE SEAL)


EXHIBIT 1.2

DEMAND NOTE

$                                                    19-

          FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a
Wisconsin corporation, promises to pay to the order of

the principal sum of Dollars ($     )at the Main Office
of Firstar Bank Milwaukee, National Association, in
Milwaukee, Wisconsin, ON DEMAND. The unpaid principal
balance hereof shall bear interest, payable on the dates
specified in the Credit Agreement referred to below, computed
at the Applicable Rate as defined in such Credit Agreement.

Principal amounts unpaid at the maturity thereof (whether by
fixed maturity or acceleration) shall bear interest from and
after demand until paid computed at a rate equal to 2% per annum
plus the rate otherwise payable
hereunder.  Principal of and interest on this Note shall be
payable in  lawful money of the United States.

           This Note constitutes one of the Demand Notes issued
 under a Credit Agreement dated as of June 24, 1994 among the
 undersigned and Firstar Bank Milwaukee, 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 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.

                               OSHKOSH B'GOSH, INC.


By:

Vice President of Finance

 (CORPORATE SEAL)



EXHIBIT 2.1

COMMERCIAL PAPER REPORT/LOAN REQUEST

                                                           19-



Memorandum to:

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

          Re:  Credit Agreement Dated as of June 24, 1994
                (the "Credit Agreement")

Part 1: Commercial Paper Report

      The aggregate principal amount of all Commercial
Paper (including for this purpose all Nicolet Funding Corp.
Loans) of the Company now outstanding is $

Part 2: Loan Request

The Company hereby applies to the Agent for a loan under the
Credit Agreement to be made on  19    in the principal amount of
$    . If such loan is to be subject to a LIBOR Pricing Option,
the LIBOR Interest Period is            months.

The Company 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,
except that the financial statements referred to in
section 4.5 of the Credit Agreement shall be deemed to
be the most recent consolidated financial statements of
the Company delivered pursuant to section 6.6(a) or (b)
of the Credit Agreement.

       (b)     At the date hereof, no Default or Event
of Default under the Credit Agreement has occurred and
is continuing.

                             OSHKOSH B'GOSH, INC.


                             By:
                             Title:



AMENDMENT NO. 1 TO CREDIT AGREEMENT

                               As of June 30, 1994



Firstar Bank Milwaukee,

  National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank one, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
 National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

       Please refer to that certain Credit Agreement
dated as of June 24, 1994 (the "Credit Agreement")
between the undersigned Oshkosh B'Gosh, Inc., a
Delaware corporation (the "Company") and you (the
"Banks").  All capitalized terms used and not otherwise
defined herein shall have the meanings given to such
terms by the Credit Agreement.

       1.  Amendments to Credit Agreement.  The Company
requests that the Banks agree to amend the Consolidated Fixed
Charge Coverage Ratio covenant set forth in section 6.1(c) of the
Credit Agreement as set forth below.  Subject to all of the terms
and conditions hereof, the Banks agree to amend such covenant as
set forth below.

       Therefore, 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 to the Credit Agreement in the
Credit Agreement and in any of the Collateral Documents shall
refer to the Credit Agreement as amended hereby.

       (b)     Section 6.1(c) of the Credit Agreement is amended
to read in its entirety as follows:

(c)  At the end of each fiscal quarter 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 fiscal quarter:

                          Consolidated Fixed
 Fiscal Quarter Ending    Charge Coverage Ratio

1.  June 30, 1994 and           1.5:1.0
    September 30, 1994
2.  December 31, 1994,          2.0:1.0
    March 31, 1995,
    June 30, 1995 and
    September 30, 1995

3.  December 31, 1995,          2.5:1.0
    March 31, 1996,
    June 30, 1996 and
    September 30, 1996

4.  December 31, 1996           3.0:1.0
    and thereafter

       2. 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.

3.     Confirmation of Credit Agreement.  Except as
expressly provided above, the Credit Agreement shall
remain in full force and effect.

       4. Fees and Expenses.  The Company shall be
responsible for the payment of all fees and out-of-
pocket disbursements incurred by the Banks in
connection with the preparation, execution, delivery,
administration and enforcement of this Amendment and
including without limitation the reasonable fees and
disbursements of counsel for the Agent.

5.   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 BIGOSH, INC.



                    By:            /S/ DAVID L.
                                   OMACHINSKI
                              Vice President of Finance

(Corporate Seal)


          Agreed to as of the date first above written.

                               FIRSTAR BANK MILWAUKEE,
                               NATIONAL ASSOCIATION


                               By: /S/STEVE CARLTON
                               Title: Assistant
                               Vice President


                               BANK ONE, MILWAUKEE, NA

                                     By:  /S/ A.F. MAGGIORE
                                Title: Vice President


                                HARRIS TRUST AND SAVINGS BANK



                              By: /S/GEORGE M. DELUHY
                             Title: Vice President


                                NORWEST BANK WISCONSIN,
                                NATIONAL ASSOCIATION



                                By:  /S/ DANIEL G. FRAZIER
                                Title: Vice President

AMENDMENT NO. 2 TO CREDIT AGREEMENT

                          As of December 31, 1994



Firstar Bank Milwaukee,

  National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

                      Please refer to that certain
Credit Agreement dated as of June 24, 1994, as amended by
Amendment No. 1 thereto dated as of June 30, 1994 (the "Credit
Agreement") between the undersigned Oshkosh B'Gosh, Inc., a
Delaware corporation (the "Company") and you (the
Banks").  All capitalized terms used and not otherwise
defined herein shall have the meanings given to such
terms by the Credit Agreement.

   I.Amendments to Credit Agreement.  The Company
   requests that the Banks agree to amend clause (ii)
   of section 5.7 of the Credit Agreement (Contingent
   Liabilities) permitting certain outstanding letters
   of credit issued for the account of the Company by
   Republic National Bank of New York.  Subject to all
   of the terms and conditions hereof, the Banks agree
   to amend such covenant as set forth below.

   Therefore, 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 to the Credit Agreement in the
   Credit Agreement and in any of the Collateral
   Documents shall refer to the Credit Agreement as
   amended hereby.

   (b) Clause (ii) of section 5.7 of the Credit
   Agreement is amended to read in its entirety as
   follows:

             (ii) in connection with letters of credit
             issued for the account of the Company from
             time to time by Republic National Bank of
             New York, provided that (A) such letters
             of credit shall not exceed $15,000,000 in
             aggregate face amount at any time
             outstanding and (B) none of such letters
             of credit shall remain outstanding on or
             after October 1, 1995, and

   2.Representations. The Company repeats and reaffirms
   the representations and warranties set forth in
   Article IV of the Credit Agreement as if made on and
   as of the date hereof.  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.

   3.Confirmation of Credit Agreement.  Except as expressly
   provided above, the Credit Agreement shall remain in full
   force and effect.

  4.Fees and Expenses.  The Company shall be responsible for the
   payment of all fees and out-of-pocket disbursements incurred
   by the Banks in connection with the preparation, execution,
   delivery, administration and enforcement of this Amendment and
   including without limitation the reasonable fees and
   disbursements of counsel for the Agent.

   5.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 BIGOSH, INC.



                              By:  /S/ DAVID L. OMACHINSKI
                                    Vice President of Finance

(Corporate Seal)


          Agreed to as of the date first above written.

                              FIRSTAR BANK MILWAUKEE,
                              NATIONAL ASSOCIATION



                         By:  /S/  STEVE     CARLTON
                         Title:    Assistant Vice President

                              BANK ONE, MILWAUKEE, NA


                         By:  /S/ A.F. MAGGORIE

Title: Vice President

                         HARRIS TRUST AND SAVINGS BANK



                         By:  /S/ GEORGE M. DELUHY

                         Title: Vice President

                         NORWEST BANK WISCONSIN,
                         NATIONAL ASSOCIATION



                         By: /S/ DANIEL G. FRAZIER
                         Title: Vice President

AMENDMENT NO. 3 TO CREDIT AGREEMENT

                          As of December 21, 1995



Firstar Bank Milwaukee,

  National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
 National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

                              Please refer to that
certain Credit Agreement dated as of June 24, 1994, as
amended through Amendment No. 2 thereto dated as of
December 31, 1994 (the "Credit Agreement") between the
undersigned Oshkosh B'Gosh, Inc., a Delaware
corporation (the "Company") and you (the "Banks").  All
capitalized terms used and not otherwise defined herein
shall have the meanings given to such terms by the
Credit Agreement.

1.Amendments to Credit Agreement.  The Company requests
   that the Banks agree to amend the Consolidated Fixed
   Charge Coverage Ratio covenant set forth in section
   6.1(c) of the Credit Agreement as set forth below.
   Subject to all of the terms and conditions hereof, the
   Banks agree to amend such covenant as set forth below.

Therefore, 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 to the Credit Agreement in the Credit
   Agreement and in any of the Collateral Documents shall
 refer to the Credit Agreement as amended hereby.

 (b) Section 6.1(c) of the Credit Agreement is amended to read
   in its entirety as follows:

   (c) At the end of each fiscal quarter during 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:

                                 Consolidated Fixed
         Period                 Charge Coverage Ratio

    1.  From December 31,             2.0:1.0
        1994 through and
        including December
        31, 1996
    2.  From January 1,               2.5:1.0
        1997 through and
        including
        September 30, 1997

    3.  From October 1,               3.0:1.0
        1997 and thereafter

   2. 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.

   3. Confirmation of Credit Agreement.  Except as
   expressly provided above, the Credit Agreement shall
   remain in full force and effect.

   4. Fees and Expenses.  The Company shall be
   responsible for the payment of all fees and out-of-
   pocket disbursements incurred by the Banks in
   connection with the preparation, execution,
   delivery, administration and enforcement of this
   Amendment and including without limitation the
   reasonable fees and disbursements of counsel for the
   Agent.

   5. 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 BIGOSH, INC.



                     BY /S/ DAVID L. OMACHINSKI
                        Vice President of Finance

(Corporate Seal)

Agreed to as of the date first above written.

                    FIRSTAR BANK MILWAUKEE,
                    NATIONAL ASSOCIATION



                    By: /S/STEVE CARLTON
                    Title: Assistant Vice
                    President


                    BANK ONE, MILWAUKEE, NA



               By:  /S/ A. F. MAGGORIE

               Title: Vice President

               HARRIS TRUST AND SAVINGS BANK



               By:  /S/ GEORGE M. DELUHY
               Title: Vice President


               NORWEST BANK WISCONSIN,
               NATIONAL ASSOCIATION


               By: /S/  DANIEL G. FRAZIER
                  Title:    Vice President

AMENDMENT NO. 4 TO CREDIT AGREEMENT

                           As of January 30, 1996



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

   Bank One, Milwaukee, NA
   111 East Wisconsin Avenue
   Milwaukee, Wisconsin 53202

   Harris Trust and Savings Bank
   ill West Monroe Street
   Chicago, Illinois 60603

   Norwest Bank Wisconsin,
    National Association
   100 East Wisconsin Avenue
   Milwaukee, Wisconsin 53202

   The First National Bank of Boston 100 Federal Street
   Boston, Massachusetts 02110 Gentlemen:



   Oshkosh B,Gosh, Inc., a Delaware corporation (the
   "Company"), hereby agrees with each of you as
   follows:

   I. Definitions. Reference is made to that certain
   Credit Agreement dated as of June 24, 1994, as
   amended through Amendment No. 3 thereto dated as of
   December 21, 1995 (the "Credit Agreement") between
   the Company and each of you other than The First
   National Bank of Boston, pursuant to which the
   Company has issued (i) its Revolving Credit Notes to
   each of you other than The First National Bank of
   Boston in the aggregate principal amount of
   $60,000,000, and (ii) its Demand Notes to each of
   you other than The First National Bank of Boston in
   the aggregate principal amount of $40,000,000, each
   dated as of June 24, 1994 (collectively, the
   "Existing 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. Addition of The First National Bank of Boston;
New Notes.  The Company has informed each of you
that it wishes, and The First National Bank of
Boston has informed the Company and each of you   other
than itself that it wishes, that The First   National
Bank of Boston become a party to the Credit  Agreement
on the terms and conditions herein and therein set forth.
   On the effective date of this Amendment, all loans
   made or continued pursuant to the Credit Agreement,
   including the unpaid balances of the Existing Notes,
   shall be evidenced by (i) new Revolving Credit Notes
   of the Company in the form of Exhibit 1.1 annexed
   hereto in the aggregate principal amount of
   $60,000,000, and (ii) new Demand Notes of the
   Company in the form of Exhibit 1.2 annexed hereto in
   the aggregate principal amount of $40,000,000, each
   to be dated as of the date hereof (collectively, the
   "New Notes").  The New Notes shall be executed by
   the Company and delivered to each of you on the date
   hereof against the return of the Existing Notes to
   the Company.  Accrued interest on the Existing Notes
   outstanding on the date of issuance of the New Notes
   shall be included in the interest due on the New
   Notes issued in replacement of such Existing Notes
   on the first interest payment date specified
   therein.

   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
   Notes issued thereunder and the loans evidenced
   thereby shall refer to the New Notes issued
   hereunder and the loans evidenced thereby (including
   the unpaid balances of the Existing 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 page of the Credit Agreement is
   amended by adding The First National Bank of Boston,
   at its address set forth on the first page of this
   Amendment, as an additional addressee.  The First
   National Bank of Boston shall be included as one of
   the Banks for all purposes of the Credit Agreement,
   and all references to the Banks in the Credit
   Agreement and all other agreements relating thereto
   shall hereafter be deemed to refer collectively to
   Firstar Bank Milwaukee, National Association, Bank
   One, Milwaukee, NA, Harris Trust and Savings Bank,
   Norwest Bank Wisconsin, National Association, and
   The First National Bank of Boston.

   (d) The table set forth in Section 1.1 of the
   Credit Agreement (Revolving Credit) is amended to
   read in its entirety as follows:

                                                   Percentage
              Name of Bank        Commitment        Interest

          Firstar Bank Milwaukee,
          National Association     $18,000,000          30.0%
          Bank one, Milwaukee, NA  $12,000,000          20.0%

          Harris Trust and
          Savings Bank             $10,500,000          17.5%

          Norwest Bank Wisconsin,
          National Association     $10,500,000          17.5%

          The First National
          Bank of Boston           $ 9,000,000          15.0%

                          TOTAL   $60,000,000            100%

          (e) The table set forth in Section 1.2 of the
               Credit Agreement (Demand Line of Credit)is
               amended to read in its entirety as follows:

          Name of Bank                  Demand Line

          Firstar Bank Milwaukee,
          National Association          $12,000,000

          Bank One, Milwaukee, NA       $ 8,000,000
          Harris Trust and Savings Bank $ 7,000,000

          Norwest Bank Wisconsin,
          National Association          $ 7,000,000
          The First National Bank of
          Boston                        $ 6,000,000

          TOTAL                         $40,000,000

           (f)  The first clause of the definition of "Business
 Day" prior to the semicolon) set forth in Section l0.l(b)
 of the Credit Agreement is hereby amended to read in its
 entirety as follows:

          (b)  the term "Business Day" means any day other
          than a Saturday or Sunday on which banks in the
          States of Wisconsin, Illinois and Massachusetts
          are open for the transaction of substantially all
          of their banking functions;

          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.  Related Transactions; Computations. Upon
issuance of the New Notes, (i) The First National Bank of
Boston shall become a party to the Credit Agreement as
amended hereby with the same force and effect as if a
signatory thereto and shall have (a) the Commitment and
Percentage Interest in the revolving credit loans to be made
under the Credit Agreement set forth opposite its name in
Section 1.1 of the Credit Agreement as amended hereby, and (b)
its respective share of the Demand Line set forth in Section
1.2 of the Credit Agreement as amended hereby, (ii) each of
you will make such adjustments among yourselves as are
necessary so that after giving effect to such adjustments,
the Percentage Interest of each of you in the revolving
credit loans outstanding under the Credit Agreement will
be the Percentage Interest set forth under Section 1.1 of the
Credit Agreement as amended hereby, and your respective
shares of the outstanding portion of the Demand Line will
be as set forth under Section 1.2 of the Credit Agreement as
amended hereby, and (iii) the obligations of the Company to The
First National Bank of Boston under the Credit Agreement as
amended hereby shall begin to accrue.  The interest and
commitment fees due each of you other than The First National
Bank of Boston with respect to periods prior to the date
hereof shall be determined in accordance with the Credit
Agreement as in effect prior to the date hereof, and the
interest and commitment fees due each of you with respect to
the periods beginning on or after the date hereof shall be
determined in accordance with the Percentage Interests in
effect on and  after the date  hereof.

6. Conditions. Without limiting any of the other terms of the
Credit Agreement as amended hereby, this Amendment
shall not become effective, and the Banks shall not be
required to make any further loans to the Company
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, 1994.

          (b)  The Banks shall have received such
documents concerning the corporate status of the
Company and the authorization of the transactions
contemplated hereby as may be reasonably requested, and
such other matters as the Banks shall reasonably
require; and

          (c)  All proceedings taken in connection with
the transactions contemplated by this Amendment and all
instruments, authorizations and other documents
applicable thereto shall be satisfactory in form and
substance in the reasonable opinion of the Banks and
their counsel.

          7.   Confirmation of Credit Agreement.
Except as expressly provided above, the Credit
Agreement shall remain in full force and effect.

          8.   Fees and Expenses.  The Company shall be
responsible for the payment of all fees and out-of-
pocket disbursements incurred by the Banks in
connection with the preparation, execution, delivery,
administration and enforcement of this Amendment and
including without limitation the reasonable fees and
disbursements of counsel for the Agent.

          9.   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 BIGOSH, INC.



                               By:  /S/ DAVID L. OMACHINSKI
                                    Vice President of
                                    Finance

(Corporate Seal)

Agreed to as of the date first above written.



                              FIRSTAR BANK MILWAUKEE,
                              NATIONAL ASSOCIATION



                              By:  /S/ STEVE CARLTON

                              Title: Vice President

                              BANK ONE, MILWAUKEE, NA





                              By:  /S/ A.F. MAGGORIE

                                   Title: Vice President



                              HARRIS TRUST AND SAVINGS BANK





                              By:  /S/ GEORGE M. DELUHY

                                   Title: Vice President


                              NORWEST BANK WISCONSIN,
                              NATIONAL ASSOCIATION



                            By: /S/ DANIEL G. FRAZIER
                              Title:    Vice President


                              THE FIRST NATIONAL BANK OF BOSTON



                               By:  /S/ PETER GRISWOLD
                                    Title: Director


EXHIBIT 1.1

PROMISSORY NOTE

$                                                    19-

          FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware
corporation, promises to pay to the order of
     , the principal Dum of   Dollars ($     ) at the Main
Office of Firstar Bank Milwaukee, ational Association in
Milwaukee, Wisconsin, on June 24, 1997.  The unpaid principal
balance hereof shall bear interest, payable on the dates
specified in the Credit Agreement referred to below, computed at
the Applicable Rate as defined in such Credit Agreement.

          Principal amounts unpaid at the maturity hereof
(whether  by fixed maturity or acceleration) shall bear
interest  from and after maturity until paid computed at a rate
equal to 2% per annum plus the rate otherwise payable
hereunder.  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 June 24, 1994,
as amended, among the undersigned and Firstar Bank Milwaukee,
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.

                               OSHKOSH B'GOSH, INC.



                               By:

                                   Vice President of Finance

(CORPORATE SEAL)



EXHIBIT 1.2

DEMAND 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
Milwaukee, ational Association in Milwaukee, Wisconsin, ON
DEMAND.  The unpaid principal balance hereof shall bear interest,
payable on the dates specified in the Credit Agreement referred
to below, computed at the Applicable Rate as defined in such
Credit Agreement.

          Principal amounts unpaid at the maturity hereof
(whether  by fixed maturity or acceleration) shall bear
interest  from and after demand until paid computed at a rate
equal to 2% per annum plus the rate otherwise payable
hereunder.  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 Demand Notes issued
under a Credit Agreement dated as of June 24, 1994, as amended,
among the undersigned and Firstar Bank Milwaukee, 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 made and for a description 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.

                               OSHKOSH BIGOSH, INC.



                               By:
                                        Vice President of Finance

              (CORPORATE SEAL)

               AMENDMENT NO. 5 TO CREDIT AGREEMENT

                                              As of June 28, 1996


     Firstar Bank Milwaukee, NA
     777 East Wisconsin Ave.
     Milwaukee, WI  53202

     Bank One, Milwaukee, NA
     111 East Wisconsin Ave.
     Milwaukee, WI 53202

     Harris Trust and Savings Bank
     111 West Monroe Street
     Chicago, IL 60603

     Norwest Bank Wisconsin, NA
     100 East Wisconsin Ave.
     Milwaukee, WI  53202

     The First National Bank of Boston
     100 Federal Street
     Boston, MA  02110

     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 June 24, 1994, as amended
     through Amendment No. 4 thereto dated as of January 30, 1996
     (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 $60,000,000, each dated as of January 20, 1996
     (collectively, the "Existing 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.   New Notes.  The Company has informed each of you
     that it wishes to (I) extend the Termination Date to June
     24, 1999, (ii) incorporate Competitive Bid Loans (as defined
     below) into the Credit Agreement, and (iii) make certain
     other changes in 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 loans made or continued pursuant to the Revolving Credit
     established pursuant to section 1.1 of the Credit Agreement,
     including the unpaid balances of the Existing Notes, shall
     be evidenced by new Revolving Credit Notes of the Company in
     the form of Exhibit 1.1 annexed hereto in the aggregate
     principal amount of $60,000,000, each to be dated as of the
     date hereof (collectively, the "New Notes").  The New Notes
     shall be executed by the Company and delivered to each of
     you on the date hereof against the return of the Existing
     Notes to the Company.  Accrued interest on the Existing
     Notes outstanding on the date of issuance of the New Notes
     shall be included in the interest due on the New Notes
     issued in replacement of such Existing Notes on the first
     interest payment date specifed therein.

          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
     Revolving Credit Notes issue thereunder and the loans
     evidenced thereby shall refer to the New Notes issued
     hereunder and the loans evidenced thereby (including the
     unpaid balances of the Existing 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 date of June 24, 1997 set forth in Section 1.1
     of the Credit Agreement is amended to June 24, 1999.

          (d)  The amount of $35,000,000 set forth in Section
     1.4(a) of the Credit Agreement (relating to import Letters
     of Credit) is amended to $50,000,000.

          (e)  The letter of credit fee of three-quarters of one
     percent (3/4%) per annum set forht in Section 1.4(b) of the
     Credit Agreement is amended to five-eighths of one percent
     (5/8%) per annum.

          (f)  Section 1.9(e) is deleted from the Credit
     Agreement in its entirety.  In addition, all references to
     "Nicolet Funding Corp. Loans" throughout the Credit
     Agreement are deleted and shall be of no further force or
     effect.

          (g)  A new Section 1.10 is hereby added to the Credit
     Agreement reading in its entirety as follows:

          1.10 Competitive Bid Loans.  The Company may obtain
     loans under Sections 1.1 and 1.2 pursuant to the competitive
     bid procedures set forth in the Section 1.10 ("Competitive
     Bid Loans"), subject to the terms and conditions of Section
     1.1 or 1.1 (as the case may be), except as otherwise
     provided in this Section 1.10.  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 Commitment shall reduce each Bank's
     Commitment pro rata in accordance with its respective
     Percentage Interest, regardless of which Bank makes such
     Competitive Bid Loans.  Any Competitive Bid Loan made under
     the Demand Line shall be due and payable upon demand in
     accordance with the terms of this Agreement, notwithstanding
     any of the terms of such Competitive Bid Loan.  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
     exceeding 180 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 to Exhibit
     2.1 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 an 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.

          (h)  Section 2.2(b) of the Credit Agreement is amended
     by adding an additional subparagraph (3) thereto, reading in
     its entirety as follows:

               (3)  With respect to any portion of the
     indebtedness evidenced by the Notes which consists of
     Competitive Bid Loans made pursuant to Section 1.10, the
     applicable Bid Rate determined pursuant to the procedure set
     forth in Section 1.10.

          (i)  Section 5.4 of the Credit Agreement is amended by
     adding an additional clause (v) at the end of subparagraph
     (a) thereor, reading in its entirety as follows:

          and (v) other short-term fixed income investments of
     high credit quality selected by the Company;

               (j)  Section 6.1(c) of the Credit Agreement is
     amended to read in its entirety as follows:

               (k)  At the end of each fiscal quarter during 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:

                                            Consolidated
                                            Fixed Charge
                    Period                 Coverage Ratio

     From December 31, 1994 through and
     including December 31, 1997               2.0:1.0

     From January 1, 1998 through and
     including December 31, 1998               2.5:1.0

     From January 1, 1999 and thereafter       3.0:1.0


          (1)  Clause (i) of Section 10.1(f) of the Credit
     Agreement (definition of "Consolidated Fixed Charge Coverage
     Ratio") is amended to read in its entirety as follows:

          (i)  the Consolidated Net Earnings of the Company for
     such period (without taking into account any effects of the
     $20.9 million pre-tax charge against income taken by the
     Company in the fiscal quarter ending June 30,1996) plus the
     sum of (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 (including the interest component of Capitalized
     Leases) for such period and (C) rental expense under leases
     other than Capitalized Leases for such period; and

          (m)  Exhibit 2.1 to the Credit Agreement is amended to
     read as set forth in Exhibit 2.1 attached to this Amendment.

          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 of (ii) require 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, and the Banks shall
     not be required to make any further loans to the Company
     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 adversely affected as the result of any event or
     development since December 31, 1995.

          (b)  The Banks shall have received such documents
     concerning the corporate status of the Company and the
     authorization of the transactions contemplated hereby as may
     be reasonably requested, and such other matters as the Banks
     shall reasonably require; and

          (c)  All proceedings taken in condition with the
     transactions contemplated by this Amendment and all
     instruments, authorizations and other documents applicable
     thereto shall be satisfactory in form and substance in the
     reasonable opinion of the Banks and their counsel.

          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 Banks in connection with the
     preparation, execution, delivery, administration and
     enforcement 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 fist above written.

                              FIRSTAR BANK MILWAUKEE, NA


                              BY:  /s/Stephen Carlton
                              Title: Vice President

                              BANK ONE, MILWAUKEE, NA


                              BY:  /s/A.F. Maggiore
                              Title: Vice President


                              HARRIS TRUST AND SAVINGS BANK


                              BY:  /s/ G. Deluhy
                              Title: Vice President


                              NORWEST BANK WISCONSIN, NA


                              BY:  /s/Daniel Frazier
                              Title: Vice President

                              THE FIRST NATIONAL BANK OF BOSTON


                              BY: Peter Griswold
                              Title: Director

                           EXHIBIT 1.1

                         PROMISSORY NOTE

     $                                                 , 19

          FOR THE 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 Milwaukee, National Association in Milwaukee,
     Wisbonsin, on June 24, 1999.  The unpaid principal balance
     hereof shall bear interest, payable on the dates specified
     in the Credit Agreement referred to below, computed at the
     Applicable Rate as defined in such Credit Agreement.

          Principal amounts unpaid at the maturity hereof
     (whether by fixed maturity or acceleration) shall bear
     interest from and after maturity until paid computed at a
     rate equal to 2% per annum plus the rate otherwise payable
     hereunder.  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 June 24, 1994,
     as amended, among the undersigned and Firstar Bank
     Milwaukee, 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.

                                   OSHKOSH B'GOSH, INC.


                                   BY:
                                       Vice President of Finance
       (CORPORATE SEAL)

 EXHIBIT 2.1
            COMMERCIAL PAPER AND COMPETITIVE BID LOAN
                       REPORT/LOAN REQUEST

                                                             , 19

     Memorandum to:

     Firstar Bank Milwaukee, NA, as Agent
     777 East Wisconsin Avenue
     Milwaukee, Wisconsin 53202

          Re:  Credit Agreement Dated as of June 24, 1994, as
     amended (the "Credit Agreement")

     Part 1:  Commercial Paper Report

               The aggregate principal amount of all Commercial
     Paper of the Company now outstanding is $                .

     Part 2:  Loan Request

               The Company hereby applies to the Agent for a loan
     under the Credit Agreement to be made on             , 19  ,
     in the principal amount of $               .  If such loan
     is to be subject to a LIBOR Pricing Option, the LIBOR
     Interest Period is             months.

               The Company 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, except that the financial
     statements referred to in Section 4.5 of the Credit
     Agreement shall be deemed to be the most recent consolidated
     financial statements of the Company delivered pursuant to
     Section 6.6(a) or (b) of the Credit Agreement.

          (b)  At the date hereof, no Default or Event of Default
     under the Credit Agreement has occurred and is continuing.

     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 Milwaukee, NA         $

          Bank One, Milwaukee, NA            $

          Harris Trust and Savings Bank      $

          Norwest Bank Wisconsin, NA         $

          The First National Bank of Boston  $

                                   OSHKOSH B'GOSH, INC.


                                   By:
                                   Title: