<PAGE>
                                                  EXHIBIT 10A


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

                                                                
                      AMENDED AND RESTATED CREDIT AGREEMENT

                           dated as of August 23, 1996

                                      among

                          ALLIED PRODUCTS CORPORATION,

                             THE BANKS NAMED HEREIN

                                       and

                            BANK OF AMERICA ILLINOIS,
                            individually and as Agent


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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page No.
                                                                          --------
<S>                                                                       <C>
SECTION 1 COMMITMENTS OF THE BANKS; TYPES OF LOANS; LETTER OF
          CREDIT, BORROWING AND CONVERSION PROCEDURES. . . . . . . . . . . .   1
     1.1  Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          1.1.1  Revolving Loan Commitment . . . . . . . . . . . . . . . . .   1
          1.1.2  Letter of Credit Commitments. . . . . . . . . . . . . . . .   2
          1.1.3  Commitment Limits . . . . . . . . . . . . . . . . . . . . .   2
     1.2  Various Types of Loans . . . . . . . . . . . . . . . . . . . . . .   2
     1.3  Borrowing Procedures . . . . . . . . . . . . . . . . . . . . . . .   2
     1.4  Conversion Procedures  . . . . . . . . . . . . . . . . . . . . . .   3
     1.5  Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . .   4
     1.6  Letter of Credit Procedures  . . . . . . . . . . . . . . . . . . .   4
     1.7  Participation in Letters of Credit . . . . . . . . . . . . . . . .   4
     1.8  Reimbursement Obligations  . . . . . . . . . . . . . . . . . . . .   5
     1.9  Limitation on BAI's Obligations  . . . . . . . . . . . . . . . . .   5
     1.10 Funding by Banks to BAI  . . . . . . . . . . . . . . . . . . . . .   5
     1.11 Cash Collateral  . . . . . . . . . . . . . . . . . . . . . . . . .   6
     1.12 Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     1.13 Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

SECTION 2 NOTES EVIDENCING LOANS . . . . . . . . . . . . . . . . . . . . . .   7
     2.1  Revolving Notes  . . . . . . . . . . . . . . . . . . . . . . . . .   7
     2.2  Recordation of Loans . . . . . . . . . . . . . . . . . . . . . . .   7
     2.3  Replacement Notes  . . . . . . . . . . . . . . . . . . . . . . . .   7

SECTION 3 INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.1  Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.2  Interest Payment Dates . . . . . . . . . . . . . . . . . . . . . .   8
     3.3  Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . .   8
     3.4  Setting and Notice of Eurodollar Rates . . . . . . . . . . . . . .   9
     3.5  Computation of Interest  . . . . . . . . . . . . . . . . . . . . .   9

SECTION 4 RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

SECTION 5 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     5.1  Letter of Credit Fees  . . . . . . . . . . . . . . . . . . . . . .   9
     5.2  Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     5.3  Upper Usage Fee  . . . . . . . . . . . . . . . . . . . . . . . . .  11
     5.4  Agent's Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

SECTION 6 REDUCTION OR TERMINATION OF THE COMMITMENTS; 
          VOLUNTARY PREPAYMENTS. . . . . . . . . . . . . . . . . . . . . . .  11
     6.1  Reduction or Termination of the Commitments  . . . . . . . . . . .  11
     6.2  Voluntary Prepayments  . . . . . . . . . . . . . . . . . . . . . .  11
</TABLE>

<PAGE>

<TABLE>

     <S>                                                                         <C>
     SECTION 7  MAKING AND PRORATION OF PAYMENTS; SETOFF . . . . . . . . . . . . .  12
          7.1  Making of Payments. . . . . . . . . . . . . . . . . . . . . . . . .  12
          7.2  Application of Certain Payments . . . . . . . . . . . . . . . . . .  12
          7.3  Due Date Extension. . . . . . . . . . . . . . . . . . . . . . . . .  12
          7.4  Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
          7.5  Proration of Payments . . . . . . . . . . . . . . . . . . . . . . .  13


          8.1  Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . .  14
          8.2 Basis for Determining Interest Rate Inadequate or Unfair . . . . . .  15
          8.3  Changes in Law Rendering Certain Loans Unlawful . . . . . . . . . .  16
          8.4  Funding Losses. . . . . . . . . . . . . . . . . . . . . . . . . . .  16
          8.5  Right of Banks to Fund through Other Offices. . . . . . . . . . . .  17
          8.6  Discretion of Banks as to Manner of Funding . . . . . . . . . . . .  17
          8.7  Conclusiveness of Statements; Survival of Provisions. . . . . . . .  17

     SECTION 9 WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
          9.1   Organization and Qualification . . . . . . . . . . . . . . . . . .  17
          9.2   Authorization: No Conflict and Validity of 
                Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
          9.3   Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
          9.4   Financial Statements . . . . . . . . . . . . . . . . . . . . . . .  18
          9.5   No Material Adverse Change . . . . . . . . . . . . . . . . . . . .  18
          9.6   Litigation and Contingent Liabilities. . . . . . . . . . . . . . .  18
          9.7   Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
          9.8   Pension and Welfare Plans. . . . . . . . . . . . . . . . . . . . .  19
          9.9   Investment Company Act . . . . . . . . . . . . . . . . . . . . . .  19
          9.10  Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
          9.11  Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
          9.12  Company's Material Agreements. . . . . . . . . . . . . . . . . . .  20
          9.13  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
          9.14  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
          9.15  Business Locations . . . . . . . . . . . . . . . . . . . . . . . .  20
          9.16  Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . .  20
          9.17  Environmental Matters. . . . . . . . . . . . . . . . . . . . . . .  20
          9.18  Treatment and Storage. . . . . . . . . . . . . . . . . . . . . . .  21
          9.19  Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . .  21
          9.20  Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

     SECTION 10  COVENANTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
          10.1  Reports, Certificates and Other Information. . . . . . . . . . . .  21
               10.1.1 Audit Report . . . . . . . . . . . . . . . . . . . . . . . .  21
               10.1.2  Quarterly Reports . . . . . . . . . . . . . . . . . . . . .  22
               10.1.3  Monthly Reports . . . . . . . . . . . . . . . . . . . . . .  22
               10.1.4  Compliance Certificates . . . . . . . . . . . . . . . . . .  22
               10.1.5  Reports to SEC and to Shareholders. . . . . . . . . . . . .  22
               10.1.6  Notice of Default, Litigation and ERISA
                       Matters . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>
                                       -ii-
<PAGE>
<TABLE>

     <S>                                                                         <C>
               10.1.7  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . .  23
               10.1.8  Projections . . . . . . . . . . . . . . . . . . . . . . . .  23
               10.1.9  Other Information . . . . . . . . . . . . . . . . . . . . .  23
          10.2  Books, Records and Inspections . . . . . . . . . . . . . . . . . .  23
          10.3  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
          10.4  Taxes and Liabilities. . . . . . . . . . . . . . . . . . . . . . .  23
          10.5  Net Worth. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
          10.6  Funded Debt/Operating Cash Flow Ratio. . . . . . . . . . . . . . .  24
          10.7  Fixed Charge Coverage. . . . . . . . . . . . . . . . . . . . . . .  24
          10.8  Minimum Debt Coverage. . . . . . . . . . . . . . . . . . . . . . .  24
          10.9  Purchase or Redemption of Company's Securities;
                Divided Restrictions . . . . . . . . . . . . . . . . . . . . . . .  24
          10.10 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
          10.11 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
          10.12 Guaranties, Loans or Advances. . . . . . . . . . . . . . . . . . .  25
          10.13 Mergers, Consolidations, Sales . . . . . . . . . . . . . . . . . .  26
          10.14 Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
          10.15  Environmental Covenants.. . . . . . . . . . . . . . . . . . . . .  28
               10.15.1  Environmental Response Obligation. . . . . . . . . . . . .  28
               10.15.2  Environmental Liabilities. . . . . . . . . . . . . . . . .  28
          10.16  Unconditional Purchase Obligations. . . . . . . . . . . . . . . .  29
          10.17  Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . .  29
          10.18  Regulation U. . . . . . . . . . . . . . . . . . . . . . . . . . .  29
          10.19  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . .  29
          10.20  Significant Subsidiary. . . . . . . . . . . . . . . . . . . . . .  29
          10.21  Other Agreements. . . . . . . . . . . . . . . . . . . . . . . . .  29
          10.22  Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . .  30

     SECTION 11  EFFECTIVENESS; CONDITIONS OF LENDING. . . . . . . . . . . . . . .  30
          11.1  Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . . .  30
               11.1.1  Revolving Notes . . . . . . . . . . . . . . . . . . . . . .  30
               11.1.2  [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . .  30
               11.1.3  Resolutions . . . . . . . . . . . . . . . . . . . . . . . .  30
               11.1.4  Consents and Approvals. . . . . . . . . . . . . . . . . . .  30
               11.1.5  Incumbency and Signatures . . . . . . . . . . . . . . . . .  30
               11.1.6  Opinions of Counsel for the Company . . . . . . . . . . . .  31
               11.1.7  Other Documents . . . . . . . . . . . . . . . . . . . . . .  31
          11.2  All Loans and Letters of Credit. . . . . . . . . . . . . . . . . .  31
               11.2.1  No Default. . . . . . . . . . . . . . . . . . . . . . . . .  31
               11.2.2  Litigation. . . . . . . . . . . . . . . . . . . . . . . . .  31

     SECTION 12  EVENTS OF DEFAULT AND THEIR EFFECT. . . . . . . . . . . . . . . .  32
          12.1  Events of Default. . . . . . . . . . . . . . . . . . . . . . . . .  32
               12.1.1  Non-Payment of Notes, etc . . . . . . . . . . . . . . . . .  32
               12.1.2  Non-Payment of Other Indebtedness for Borrowed Money. . . .  32
               12.1.3  Other Material Obligations. . . . . . . . . . . . . . . . .  32
               12.1.4  Bankruptcy, Insolvency. . . . . . . . . . . . . . . . . . .  32
               12.1.5  Non-Compliance with This Agreement. . . . . . . . . . . . .  33
               12.1.6  Warranties. . . . . . . . . . . . . . . . . . . . . . . . .  33
</TABLE>
                                       -iii-
<PAGE>

<TABLE>

     <S>                                                                         <C>

               12.1.7  Pension Plans . . . . . . . . . . . . . . . . . . . . . . .  33
               12.1.8  Material Adverse Change . . . . . . . . . . . . . . . . . .  33
               12.1.9  Change of Control . . . . . . . . . . . . . . . . . . . . .  33
          12.2  Effect of Event of Default . . . . . . . . . . . . . . . . . . . .  33

     SECTION 13  CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .  34

     SECTION 14  THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
          14.1  Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . .  45
          14.2  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . .  45
          14.3  Exculpation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
          14.4  Credit Investigation . . . . . . . . . . . . . . . . . . . . . . .  46
          14.5  Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . .  46
          14.6  Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

     SECTION 15  GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
          15.1  Waiver; Amendments . . . . . . . . . . . . . . . . . . . . . . . .  47
          15.2  Confirmations. . . . . . . . . . . . . . . . . . . . . . . . . . .  48
          15.3  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
          15.4  Computations . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
          15.5  Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
          15.6  Costs, Expenses and Taxes. . . . . . . . . . . . . . . . . . . . .  48
          15.7  Subsidiary References. . . . . . . . . . . . . . . . . . . . . . .  49
          15.8  Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
          15.9  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . .  49
          15.10  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . .  50
          15.11  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .  50
          15.12  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . .  50
          15.13  Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . .  50
          15.14  Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . .  50
</TABLE>


Exhibits
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Exhibit A      Commitment Limits and Percentages
Exhibit B      Revolving Note
Exhibit C      Opinion of Counsel (1)


(1)  Not filed as part of Exhibit 10A.

                                       -iv-
<PAGE>

Schedules
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9.1            Foreign Jurisdictions (1)
9.3            Subsidiaries (1)
9.4            Financial Statements (1)
9.5            Adverse Change (1)
9.6            Litigation (1)
9.8            Pension and Welfare (1)
9.14           Insurance (1)
9.15           Business Locations (1)
9.17           Environmental Matters (1)
9.18           Treatment and Storage (1)
10.1.3         Monthly Reports (1)
10.10          Indebtedness (1)
10.11          Liens (1)
10.14          Investments (1)


(1)  Not filed as part of Exhibit 10A.

                                       -v-
<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT


                           Dated as of August 23, 1996

     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 23, 1996
(herein, as amended or otherwise modified from time to time, called this
"Agreement"), is entered into among ALLIED PRODUCTS CORPORATION, a Delaware
corporation (herein called the "Company"), the undersigned banks (together with
BAI herein collectively called the "Banks" and individually each called a
"Bank"), and BANK OF AMERICA ILLINOIS, an Illinois banking corporation (herein,
in its individual capacity, called "BAI") and as agent for the Banks (herein, in
such capacity, called the "Agent").  Certain terms are used in this Agreement as
hereinafter defined.

                              W I T N E S S E T H:

     WHEREAS, the Company and the Banks are party to a Credit Agreement, dated
as of March 17, 1994 (as amended to date, the "Existing Credit Agreement"),
whereby the Banks have agreed to make loans and certain other financial
accommodations to the Company; and

     WHEREAS, the Company and the Banks desire to amend and restate the Existing
Credit Agreement in its entirety, subject to the terms and conditions of this
Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that as
of the Effective Date the Existing Credit Agreement is amended and restated in
its entirety, as follows:

     SECTION 1 COMMITMENTS OF THE BANKS; TYPES OF LOANS; LETTER OF CREDIT,
               BORROWING AND CONVERSION PROCEDURES.

     SECTION 1.1  COMMITMENTS.  On and subject to the terms and conditions of
this Agreement, each of the Banks, severally and for itself alone, agrees to
make loans to the Company as follows:

     SECTION 1.1.1  REVOLVING LOAN COMMITMENT.  Loans on a revolving basis
(herein collectively called the "Revolving Loans" and each individually called a
"Revolving Loan") from time to time before the Revolving Termination Date in
such Bank's Percentage of such aggregate amounts as the Company may from time to
time request from all Banks, subject to the terms and conditions of this
Agreement.

<PAGE>


     SECTION 1.1.2  LETTER OF CREDIT COMMITMENTS. (a) BAI and the Banks agree
that BAI will issue documentary and standby letters of credit containing such
terms and conditions as shall be permitted pursuant to this Agreement and
reasonably satisfactory to BAI (herein collectively called the "Letters of
Credit" and each individually called a "Letter of Credit") at the request of and
for the account of the Company from time to time before the Revolving
Termination Date and (b) as more fully set forth in SECTION 1.7, each Bank
agrees to purchase a participation in all such Letters of Credit.

     SECTION 1.1.3  COMMITMENT LIMITS.  Notwithstanding any other provision of
this Agreement (a) the aggregate principal amount of the Revolving Loans which
all Banks are committed to lend to the Company is $100,000,000 LESS the
aggregate Stated Amount of all Letters of Credit; (b) the aggregate Stated
Amount of all Letters of Credit shall not at any time, exceed $20,000,000;
PROVIDED, HOWEVER that the aggregate principal amount of all outstanding
Revolving Loans PLUS the aggregate Stated Amount of all Letters of Credit shall
not at any time exceed $100,000,000 (less any reductions made pursuant to
SECTION 6.1), and (c) the aggregate principal amount of each Bank's
participation in the Revolving Loans shall not exceed the amounts set forth
opposite such Bank's name in Column I of EXHIBIT A and the aggregate principal
amount of each Bank's participation in all Letters of Credit shall not exceed
the amounts set forth opposite such Bank's name in Column II of EXHIBIT A (less
any reductions made pursuant to SECTION 6.1).

     SECTION 1.2  VARIOUS TYPES OF LOANS.  Each Revolving Loan shall be either a
Floating Rate Loan or a Eurodollar Loan as the Company shall specify in the
related notice of borrowing or Conversion pursuant to SECTION 1.3 or 1.4. 
Eurodollar Loans having the same Interest Period are sometimes called a "Group"
or collectively "Groups".  Floating Rate Loans and Eurodollar Loans may be
outstanding at the same time, it being understood, however, that (i) there shall
not at any time be more than three Groups of Eurodollar Loans and (ii) the
aggregate principal amount of each Group of Eurodollar Loans shall be at least
$500,000 and in an integral multiple of $100,000.

     SECTION 1.3  BORROWING PROCEDURES.

     (a)  Provided that the conditions in SECTION 11 are satisfied, the Company
shall give notice to the Agent of each proposed borrowing by 11:00 A.M., Chicago
time, on the proposed date of such borrowing, in the case of a Floating Rate
borrowing, and on a Business Day at least two Business Days prior to the
proposed date of such borrowing, in the case of a Eurodollar borrowing.  Each
such notice shall be effective upon receipt by the Agent, shall be in writing
(or by telephone to be promptly confirmed in writing by 


                                      -2-
<PAGE>

the Company), and shall specify the date, amount and type of borrowing and, in
the case of a Eurodollar borrowing, the initial Interest Period for such
borrowing.  Promptly upon receipt of such notice, but in any event by 12:30
P.M., the Agent shall advise each Bank thereof.  Not later than 2:00 P.M.
Chicago time, on the date of the proposed borrowing, each Bank shall provide the
Agent at the principal office of the Agent in Chicago with immediately available
funds covering such Bank's Percentage of the borrowing, and, subject to the
satisfaction of the conditions precedent set forth in SECTION 11 with respect to
such borrowing, the Agent shall pay over the requested amount to the Company on
the requested borrowing date.  Each borrowing shall be on a Business Day and
shall be in an aggregate amount of at least $500,000 and an integral multiple of
$100,000.

     (b)  Unless the Agent shall have received notice from a Bank prior to the
proposed date of any borrowing in the case of a Eurodollar borrowing, or prior
to 12:30 P.M., Chicago time, on the proposed date of any Floating Rate
borrowing, that such Bank will not make available to the Agent such Bank's
ratable portion of such borrowing, the Agent may assume that such Bank has made
such portion available to the Agent on the date of such borrowing in accordance
with SUBSECTION (a) above and the Agent may, in reliance upon such assumption,
make available to the Company on such date a corresponding amount.  If and to
the extent such Bank shall not have so made such ratable portion available to
the Agent, such Bank and the Company severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Company until
the date such amount is repaid to the Agent, (i) in the case of the Company, at
the interest rate applicable at the time to the Revolving Loans comprising such
borrowing and (ii) in the case of such Bank, at the Federal Funds Rate.  If such
Bank shall repay to the Agent such corresponding amount, such amount so repaid
shall constitute such Bank's Revolving Loan as part of such borrowing for
purposes of this Agreement.  Nothing in this SUBSECTION (b) shall be deemed to
diminish the Commitments of any Bank.

     (c)  The failure of any Bank to make the Revolving Loan to be made by it as
part of any borrowing shall not relieve any other Bank of its obligation
hereunder to make its Revolving Loan on the date of such borrowing, but no Bank
shall be responsible for the failure of any other Bank to make the Revolving
Loan to be made by such other Bank on the date of any borrowing.

     SECTION 1.4  CONVERSION PROCEDURES.  Subject to the provisions of SECTION
1.2, the Company may Convert all or any part of any outstanding Revolving Loan
into a Revolving Loan of a different type by giving notice to the Agent of such
Conversion by 11:00 

                                       -3-
<PAGE>

A.M., Chicago time, on the proposed date of such Conversion, in the case of
Conversion into a Floating Rate Loan, and at least two Business Days prior to
the proposed date of such Conversion, in the case of Conversion into a
Eurodollar Loan.  Each such notice shall be effective upon receipt by the Agent,
shall be in writing (or by telephone to be promptly confirmed in writing by the
Company), shall specify the date and amount of such Conversion, the Revolving
Loan or portion thereof to be so Converted, the type of Revolving Loan such
Revolving Loan shall be Converted into and, in the case of a Conversion into a
Eurodollar Loan, the initial Interest Period.  Promptly upon receipt of such
notice the Agent shall advise each Bank thereof.  Subject to SECTIONS 1.12 and
1.13, such Revolving Loan shall be so Converted on the requested date of
Conversion.  Each Conversion shall be on a Business Day and shall be in an
aggregate principal amount of at least $500,000 and an integral multiple of
$100,000.

     SECTION 1.5  PRO RATA TREATMENT.  All borrowings, Conversions and
repayments shall be effected so that after giving effect thereto all types and
Groups of Revolving Loans shall be pro rata among the Banks according to their
respective Percentages.

     SECTION 1.6  LETTER OF CREDIT PROCEDURES.  Provided that the conditions in
SECTION 11.2 are satisfied, the Company shall give notice to BAI of the proposed
issuance of each Letter of Credit on a Business Day which is at least two (2)
Business Days prior to the proposed date of issuance of such Letter of Credit. 
Each such notice shall be accompanied by a Letter of Credit Application, duly
executed by the Company and in all respects satisfactory to BAI, together with
such other documentation as BAI may request in support thereof, it being
understood that each Letter of Credit Application shall specify, among other
things, the date on which the proposed Letter of Credit is to be issued, the
expiration date of such Letter of Credit (which shall not extend beyond the
earlier of (a) one year from the date of issuance of the Letter of Credit or (b)
the Revolving Termination Date) and whether such Letter of Credit is to be
transferable in whole or in part.  Subject to the satisfaction of the conditions
precedent set forth in SECTION 11 with respect to the issuance of such Letter of
Credit, BAI shall issue such Letter of Credit on the requested issuance date.

     SECTION 1.7  PARTICIPATION IN LETTERS OF CREDIT.  Concurrently with the
issuance of each Letter of Credit, (it being expressly understood that all
letter of credit obligations of the Company and Subsidiaries existing before the
Effective Date shall be deemed issued as of the Effective Date solely for
purposes of this SECTION 1.7) BAI shall notify each Bank of such issuance and
shall be deemed to have sold and transferred to each other Bank, and each other
Bank shall be deemed irrevocably and unconditionally to have purchased and
received from BAI, without recourse or warranty, an 

                                      -4-
<PAGE>

undivided interest and participation, to the extent of such other Bank's 
Percentage, in such Letter of Credit and the Company's reimbursement 
obligations with respect thereto.  For the purpose of this Agreement, the 
unparticipated portion of each Letter of Credit shall be deemed to be BAI's 
"participation" therein.  BAI hereby agrees to deliver to such Bank a list of 
outstanding Letters of Credit, copies of such Letters of Credit, Letter of 
Credit Applications and related documentation as such other Bank may from 
time to time reasonably request.

     SECTION 1.8  REIMBURSEMENT OBLIGATIONS.  The Company hereby unconditionally
and irrevocably agrees to reimburse BAI for each payment or disbursement made by
BAI under any Letter of Credit honoring any demand for payment made by the
beneficiary thereunder, on the date that such payment or disbursement is made. 
Any amount not reimbursed on the date of such payment or distribution shall bear
interest from and including the date of such payment or disbursement to but not
including the date that BAI is reimbursed by the Company therefor, payable
monthly in arrears, at a rate per annum equal to the Alternate Reference Rate
from time to time in effect (but not less than the Alternate Reference Rate in
effect at the date of such payment or disbursement by BAI) PLUS 2% per annum. 
BAI shall notify the Company whenever any demand for payment is made under any
Letter of Credit by the beneficiary thereunder; PROVIDED, however, that the
failure of BAI to so notify the Company shall not affect the rights of BAI or
the Banks in any manner whatsoever.

     SECTION 1.9  LIMITATION ON BAI'S OBLIGATIONS.  In determining whether to
pay under any Letter of Credit, BAI shall have no obligation to the Company or
any Bank other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit.  Any action
taken or omitted to be taken by BAI under or in connection with any Letter of
Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not impose upon BAI any liability to the Company or any Bank
and shall not reduce or impair the Company's reimbursement obligations set forth
in SECTION 1.8 or the funding obligations of the Banks pursuant to SECTION 1.10.

     SECTION 1.10  FUNDING BY BANKS TO BAI.  In the event that BAI makes any
payment or disbursement under any Letter of Credit and the Company shall not
have reimbursed BAI in full for such payment or disbursement by 10:00 A.M.,
Chicago time, on the date of such payment or disbursement, or in the event that
any reimbursement received by BAI from the Company is or must be returned or
rescinded upon or during any bankruptcy or reorganization or otherwise, each
Bank shall be obligated to pay to BAI, in full or 


                                      -5-
<PAGE>

partial payment of the purchase price of its participation in such Letter of 
Credit, its pro rata share, according to its Percentage, of such payment or 
disbursement (but such obligation of the Banks shall not diminish the 
obligation of the Company under SECTION 1.8), and the Agent shall promptly 
notify each other Bank thereof.  Each other Bank irrevocably and 
unconditionally agrees to so pay to the Agent in immediately available funds 
for BAI's account the amount of such other Bank's Percentage of such payment 
or disbursement.  If and to the extent any Bank shall not have made such 
amount available to the Agent by 2:00 P.M., Chicago time, on the Business Day 
on which such Bank receives notice from the Agent of such payment or 
disbursement (it being understood that any such notice received after noon, 
Chicago time, on any Business Day shall be deemed to have been received on 
the next following Business Day), such Bank agrees to pay interest on such 
amount to the Agent for BAI's account forthwith on demand for each day from 
and including the date such amount was to have been delivered to the Agent to 
but not including the date such amount is paid, at a rate per annum equal to 
the Federal Funds Rate.  Any Bank's failure to make available to the Agent 
its Percentage of any such payment or disbursement shall not relieve any 
other Bank of its obligation hereunder to make available to the Agent such 
other Bank's Percentage of such payment, but no Bank shall be responsible for 
the failure of any other Bank to make available to the Agent such other 
Bank's Percentage of any such payment or disbursement.

     SECTION 1.11  CASH COLLATERAL.  If any Letter of Credit remains 
outstanding on the Revolving Termination Date, the Company shall deposit with 
the Agent, as security for all outstanding Letters of Credit and pursuant to 
documentation in form and substance satisfactory to the Banks, cash 
collateral in an amount equal to the Stated Amount of all outstanding Letters 
of Credit, which cash collateral may be placed in an interest bearing account 
acceptable to the Banks and the Company.

     SECTION 1.12  WARRANTY.  Each notice of borrowing and/or of Conversion
pursuant to SECTION 1.3 or 1.4, and the delivery of each Letter of Credit
Application pursuant to SECTION 1.6 shall automatically constitute a warranty by
the Company to the Agent and each Bank to the effect that on the date of such
requested borrowing or Conversion (other than any Conversion from a Eurodollar
Loan to a Floating Rate Loan required by SECTION 1.13 or 8.3) or the issuance of
the requested Letter of Credit, as the case may be, (a) the warranties of the
Company contained in SECTION 9 of this Agreement shall be true and correct as of
such requested date as though made on the date thereof and (b) no Event of
Default or Unmatured Event of Default shall have then occurred and be continuing
or will result therefrom.


                                      -6-
<PAGE>

     SECTION 1.13  CONDITIONS.  Notwithstanding any other provision of this
Agreement, no Bank shall be obligated to make any Revolving Loan or to Convert
into or permit the continuation at the end of the applicable Interest Period of
any Eurodollar Loan, and BAI shall not be obligated to issue any Letter of
Credit, if an Event of Default or Unmatured Event of Default exists or would
result therefrom.

     SECTION 2 NOTES EVIDENCING LOANS.

     SECTION 2.1  REVOLVING NOTES.  The Revolving Loans of each Bank shall be
evidenced by a promissory note (herein individually called a "Revolving Note,
and collectively for all Banks called the "Revolving Notes"), substantially in
the form set forth in EXHIBIT B, with appropriate insertions, dated the
Effective Date payable to the order of such Bank in the principal amount of the
Revolving Loan Commitment of such Bank (or, if less, in the aggregate unpaid
principal amount of such Bank's Revolving Loans).

     SECTION 2.2  RECORDATION OF LOANS.  Each Bank shall record in its records,
or at its option on the schedule attached to its Revolving Note, the date and
amount of each Revolving Loan made by such Bank, each repayment or Conversion
thereof and, in the case of each Eurodollar Loan the dates on which each
Interest Period for such Revolving Loan shall begin and end and, in the event
that any Bank assigns or transfers its Revolving Note, such Bank shall record on
the schedule attached to its Revolving Note, the aggregate unpaid principal
amount of Revolving Loans of such Bank on the date of such assignment or
transfer.  The aggregate unpaid principal amount so recorded shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on such Revolving
Note.  The failure to so record any such amount or any error in so recording any
such amount shall not, however, limit or otherwise affect the obligations of the
Company hereunder or under any Revolving Note to repay the principal amount of
the Revolving Loans evidenced by such Revolving Note together with all interest
accruing thereon.

     SECTION 2.3  REPLACEMENT NOTES.  The Revolving Note to each Bank is issued
in replacement of the Note ("Existing Note") issued to such Bank under the
Existing Credit Agreement.  Each Bank is authorized to add to the schedule
attached to its Revolving Note the information contained on the schedule
attached to its Existing Note.

     SECTION 3 INTEREST.

     SECTION 3.1 INTEREST RATES.  The Company hereby promises to pay interest on
the unpaid principal amount of each Revolving Loan 

                                 -7-
<PAGE>

for the period commencing on the date of such Revolving Loan until such 
Revolving Loan is paid in full, as follows:

     (a)  At all times while such Revolving Loan is a Floating Rate Loan, at a
rate per annum equal to the Alternate Reference Rate from time to time in
effect;

     (b)  At all times while such Revolving Loan is a Eurodollar Loan, at a rate
per annum equal to the Eurodollar Rate (Reserve Adjusted) applicable to each
Interest Period for such loan plus the Margin; and

     (c)  Notwithstanding the provisions of the preceding CLAUSES (a) and (b),
in the event that any principal of any Revolving Loan   is not paid when due
(whether by acceleration or otherwise), interest shall accrue after the due date
of such principal until such principal is paid, at a rate per annum equal to the
applicable interest rate from time to time in effect   (but not less than the
applicable interest rate in effect for such Revolving Loan as at such due date),
plus 2% per annum.

     SECTION 3.2  INTEREST PAYMENT DATES.  Accrued interest on each Floating
Rate Loan shall be payable on the last day of each calendar quarter and at
maturity, commencing with the first of such dates to occur after the date
hereof.  Subject to SECTION 3.3 below, accrued interest on each Eurodollar Loan
shall be payable on the last day of each Interest Period relating to such Loan
and at maturity; provided that accrued interest on any Eurodollar Loan with an
Interest Period in excess of 3 months shall also be payable at the end of each
three month period of such Interest Period.  After maturity, accrued interest on
all Revolving Loans shall be payable on demand.

     SECTION 3.3 INTEREST PERIODS.  Each Interest Period for a Eurodollar Loan
shall commence on the date such Eurodollar Loan is made or Converted from a
Floating Rate Loan, or on the expiration of the immediately preceding Interest
Period for such Eurodollar Loan, and shall end on the date which is 1, 2, 3 or 6
months thereafter, as the Company may specify:

     (a)  in the case of an Interest Period which commences on the date a 
Eurodollar Loan is made or Converted from a Floating Rate Loan, in the 
related notice of borrowing or Conversion pursuant to SECTION 1.3 or 1.4, or

     (b)  in the case of a succeeding Interest Period with respect to any 
Eurodollar Loan, by notice to the Agent by 11:00 A.M., Chicago time, at least 
two Business Days prior to the first day of such succeeding Interest Period, 
being understood that (i) each such notice shall be effective upon receipt by 
the Agent and 

                                      -8-
<PAGE>

shall be in writing (or by telephone to be promptly confirmed in writing) and 
(ii) if the Company fails to give such notice, such Eurodollar Loan shall 
automatically become a Floating Rate Loan at the end of its then-current 
Interest Period.

Each Interest Period for a Eurodollar Loan which would otherwise end on a day
which is not a Business Day shall end on the next succeeding Business Day
(unless such next succeeding Business Day is the first Business Day of a
calendar month, in which case such Interest Period shall end on the next
preceding Business Day).  Notwithstanding any other provision of this Agreement,
the Company may not select any Interest Period that extends beyond the Revolving
Termination Date.

     SECTION 3.4 SETTING AND NOTICE OF EURODOLLAR RATES.  The applicable
Eurodollar Rate for each Interest Period shall be determined by the Agent, and
notice thereof shall be given by the Agent promptly to the Company and each
Bank.  Each determination of the applicable Eurodollar Rate by the Agent shall
be conclusive and binding upon the parties hereto, in the absence of
demonstrable error.  The Agent shall, upon written request of the Company or any
Bank, deliver to the Company or such Bank a statement showing the computations
used by the Agent in determining any applicable Eurodollar Rate hereunder.

     SECTION 3.5  COMPUTATION OF INTEREST.  Interest shall be computed for the
actual number of days elapsed on the basis of a year of 360 days.  The
applicable interest rate under CLAUSES (a) and (c) of SECTION 3.1 shall (to the
extent applicable in the case of CLAUSE (c)) change simultaneously with each
change in the Alternate Reference Rate.

     SECTION 4  RESERVED.

     [Reserved]

     SECTION 5 FEES.

     SECTION 5.1  LETTER OF CREDIT FEES.

     (a)  The Company agrees to pay to the Agent for the account of the Banks
pro rata according to their respective Percentages a letter of credit fee for
each Letter of Credit in an amount equal to the applicable Margin at the time of
issuance of such Letter of Credit (computed for the actual number of days
elapsed on the basis of a year of 360 days) of the face amount of such Letter of
Credit, such fee to be payable in arrears on the last day of each calendar
quarter and on the Revolving Termination Date for the period from and including
the date of the issuance of such Letter of Credit to 

                                      -9-
<PAGE>

and including such payment date or the date upon which such Letter of Credit 
expired or was terminated.

     (b)  In addition, with respect to each Letter of Credit, the Company agrees
to pay to BAI such fees and expenses as BAI shall customarily require in
connection with the issuance, negotiation, processing and/or administration of
letters of credit in similar situations, including, but not limited to, an
agency administration fee for each Letter of Credit in an amount equal to 1/4%
per annum (computed for the actual number of days elapsed on the basis of a 360
day year) of the face amount of such Letter of Credit, payable in arrears on the
last day of each calendar quarter and on the Revolving Termination Date for the
period from and including the date of the issuance of such Letter of Credit to


and including such date or the date upon which such Letter of Credit expired or
was terminated.

     SECTION 5.2  FACILITY FEE.  The Company agrees to pay each Bank a facility
fee, for the period from and including the Effective Date to and including the
Revolving Termination Date, on the total Commitment (whether used or unused) (as
may be reduced by Section 6.1).  Such facility fee shall be payable in arrears
on the last day of each Fiscal Quarter and on the Revolving Termination Date for
any period then ending for which such facility fee shall not have been
theretofore paid.  The facility fee shall be computed for any period at the
applicable facility fee rate set forth below for the actual number of days
elapsed on the basis of a year of 360 days.


       Funded Debt/Operating
          Cash Flow Ratio               Facility Fee Rate
       ---------------------            -----------------
          =< 1.0                             0.225 %
          > 1.0 but =< 1.5                   0.250 %
          > 1.5 but =< 2.0                   0.300 %
          > 2.0 but =< 2.5                   0.325 %
          > 2.5 but =< 3.0                   0.350 %

The applicable facility fee rate shall be adjusted, to the extent applicable, 45
days (or in the case of the last Fiscal Quarter of any Fiscal Year, 90 days)
after the end of each Fiscal Quarter beginning on the 45th day after the first
Fiscal Quarter ending after the Effective Date, based on the Funded
Debt/Operating Cash Flow Ratio as of the last day of such Fiscal Quarter; IT
BEING UNDERSTOOD that if the Company fails to deliver the certificate required
by SECTION 10.1.4 by the 45th day (or, if applicable, the 90th day) after any
Fiscal Quarter, the applicable facility fee rate shall be 0.350% per annum until
such certificate is delivered.  The initial facility fee rate shall be 0.225%
per annum.


                                      -10-
<PAGE>

     SECTION 5.3  UPPER USAGE FEE.  The Company agrees to pay an upper usage fee
of 1/8 of 1% per annum on the amount by which the average daily used amount of
the total Commitment exceeds $50,000,000.  Such upper usage fee shall be payable
in arrears on the last day of each Fiscal Quarter and on the Revolving
Termination Date for any period then ending for which such upper usage fee shall
not have been theretofore paid.  The upper usage fee shall be computed for the
actual number of days elapsed on the basis of a year of 360 days.

     SECTION 5.4  AGENT'S FEE.  The Company agrees to pay to the Agent for its
own account an annual agent's fee pursuant to the terms of a letter agreement
between the Company and the Agent.

     SECTION 6 REDUCTION OR TERMINATION OF THE COMMITMENTS; VOLUNTARY
               PREPAYMENTS.

     SECTION 6.1  REDUCTION OR TERMINATION OF THE COMMITMENTS.  The Company may
from time to time prior to the Revolving Termination Date on at least five
Business Days, prior written notice received by the Agent (which shall promptly
advise each Bank thereof) permanently reduce the amount of the Revolving Loan
Commitments and/or the Letter of Credit Commitments (such reduction to be pro
rata among the Banks according to their respective Percentages) to an amount not
less than (i) the sum of the aggregate unpaid principal amount of the Revolving
Loans then outstanding in the case of a reduction in the Revolving Loan
Commitments, or (ii) the aggregate Stated Amount of all Letters of Credit then
outstanding, in the case of a reduction in the Letter of Credit Commitments. 
Any such reduction shall be in an aggregate amount of at least $500,000 and an
integral multiple of $500,000.  The Company may at any time on like notice
terminate the Revolving Loan Commitments and/or the Letter of Credit Commitments
upon payment in full of the Revolving Notes and all other obligations of the
Company hereunder in respect of the Revolving Loans or, in the case of
obligations arising with respect to the Letters of Credit, upon cash
collateralization thereof in full pursuant to documentation in form and
substance satisfactory to the Banks.

     SECTION 6.2  VOLUNTARY PREPAYMENTS.  The Company may from time to time 
prepay the Revolving Loans in whole or in part, provided that (a) the Company 
shall give the Agent (which shall promptly advise each Bank) notice thereof 
no later than (i) 11:00 A.M., Chicago time, on the proposed date of 
prepayment with respect to Floating Rate Loans and (ii) three Business Days' 
prior to the proposed date of prepayment with respect to Eurodollar Loans, 
specifying the Revolving Loans to be prepaid and the date and amount of 
prepayment, (b) any prepayment of a Eurodollar Loan prior to the end of the 
Interest Period relating thereto shall be subject to SECTION 8.4, (c) each 
partial prepayment shall be in a principal 

                                      -11-
<PAGE>

amount of at least $250,000 and an integral multiple of $250,000, and (d) any 
prepayment of any Eurodollar Loan or of the entire principal amount of all 
Floating Rate Loans shall include accrued interest to the date of prepayment.

     SECTION 7  MAKING AND PRORATION OF PAYMENTS; SETOFF.

     SECTION 7.1  MAKING OF PAYMENTS.  All payments (including those made
pursuant to SECTION 6.2) of principal of, or interest on, the Revolving Loans
shall be made by the Company to the Agent in immediately available funds for the
account of the holders of the Revolving Notes pro rata according to their
respective Percentage of the unpaid principal amount of the Revolving Loans. 
All payments of Letter of Credit fees pursuant to SECTIONS 5.1(a) AND 5.2 shall
be made by the Company to the Agent for the account of the Banks.  All payments
of Letter of Credit fees and expenses pursuant to SECTION 5.1(b) shall be made
to the Agent for the account of BAI.  All such payments shall be made to the
Agent at its office in Chicago not later than noon, Chicago time, on the date
due; and funds received after that time shall be deemed to have been received by
the Agent on the next following Business Day.  The Company hereby authorizes the
Agent to charge any demand deposit account maintained by the Company with BAI
for the amount of any such payment on the due date therefor, but the Agent's
failure to so charge such account shall in no way affect the obligation of the
Company to make any such payment.  The Agent shall notify the Company after any
charge is so made by the Agent against any demand deposit account maintained by
the Company with BAI; PROVIDED that the failure of the Agent to so notify the
Company shall not affect the rights of the Agent or the Banks in any manner
whatsoever.  The Agent shall promptly remit to each Bank or other holder of a
Revolving Note its share of all such payments received in collected funds by the
Agent for the account of such Bank or holder.

     All payments under SECTIONS 8.1 and 8.4 shall be made by the
Company directly to the Bank or Banks entitled thereto.

     SECTION 7.2  APPLICATION OF CERTAIN PAYMENTS.  Each payment of principal
shall be applied to such Revolving Loans as the Company shall direct by notice
to be received by the Agent on or before the date of such payment, or in the
absence of such notice, as the Agent shall determine in its discretion. 
Concurrently with each remittance to any Bank of its share of any such payment
the Agent shall advise such Bank as to the application of such payment.

     SECTION 7.3  DUE DATE EXTENSION.  If any payment of principal or interest
with respect to any of the Revolving Loans or the Notes falls due on a Saturday,
Sunday or other day which is not a Business Day, then such due date shall be
extended to the next 

                                      -12-
<PAGE>

following Business Day, and additional interest shall accrue and be payable 
for the period of such extension.

     SECTION 7.4  SETOFF.  The Company agrees that BAI and LaSalle, and each
remaining Bank and each remaining holder of a Revolving Note provided it obtains
the prior consent of the Agent (it being understood that BAI and LaSalle may
exercise the rights provided in this Section 7.4 without obtaining the prior
consent of the Agent), have all rights of setoff and bankers, lien provided by
applicable law, and in addition thereto, the Company agrees that at any time (i)
any payment or other amount owing by the Company under this Agreement is then
due to BAI, LaSalle or any Bank or (ii) any Event of Default or Event of Default
described in SECTION 12.1.4 exists, the Agent, BAI, LaSalle, and each remaining
Bank and each remaining holder of a Revolving Note provided it obtains the prior
consent of the Agent, may apply to the payment of such payment or other amount
(or, in the case of CLAUSE (ii) above, any obligation of the Company hereunder,
whether or not then due) any and all balances, credits, deposits, accounts or
moneys of the Company then or thereafter with the Agent, BAI, LaSalle or any
such Bank.  The Agent, BAI, LaSalle and each remaining Bank shall undertake to
notify the Company following the exercise by the Agent, BAI, LaSalle and each
such Bank of any of the rights described in this SECTION 7.4; provided that the
failure by the Agent, BAI, LaSalle, or any other Bank to so notify the Company
shall not affect the rights of the Agent, BAI, LaSalle, the other Banks, or the
holder of any Revolving Note in any manner whatsoever.

     SECTION 7.5  PRORATION OF PAYMENTS.  If any Bank or other holder of a
Revolving Note shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of offset or otherwise) on account of principal of
or interest on any Revolving Loan or Revolving Note (or on account of its
participation in any Letter of Credit) in excess of its pro rata share of
payments and other recoveries obtained by all Banks or other holders of on
account of principal of and interest on the Revolving Loan or Revolving Notes
(or such participation) then held by them, such Bank or other holder shall
purchase from the other Banks or holders such participation in the Notes held by
them (or sub-participation in such Letter of Credit) as shall be necessary to
cause such purchasing Bank or other holder to share the excess payment or other
recovery ratably with each of them; PROVIDED, HOWEVER, that if all or any
portion of the excess payment or other recovery is thereafter recovered from
such purchasing Bank or holder, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery.

     SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.

                                      -13-
<PAGE>

     SECTION 8.1  INCREASED COSTS.

     (a)  If (i) Regulation D of the Board of Governors of the Federal Reserve
System, or (ii) after the date hereof, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or any Eurodollar Office of such Bank) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency

          (A)  shall subject any Bank (or any Eurodollar Office of such Bank) to
     any tax, duty or other charge with respect to its Eurodollar Loans, any of
     its Revolving Notes or its obligation to make Eurodollar Loans, or shall
     change the basis of taxation of payments to any Bank of the principal of or
     interest on its Eurodollar Loans or any other amounts due under this
     Agreement in respect of its Eurodollar Loans or its obligation to make
     Eurodollar Loans (except for changes in the rate of tax on the overall net
     income of such Bank or its Eurodollar Office imposed by the jurisdiction in
     which such Banks principal executive office or Eurodollar Office is
     located); or

          (B)  shall impose, modify or deem 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 interest rates pursuant to SECTION 3), special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Bank (or any Eurodollar Office of such Bank); or

          (C)  shall impose on any Bank (or its Eurodollar Office) any other
     condition affecting its Eurodollar Loans, any of its Revolving Notes or its
     obligation to make Eurodollar Loans;

and the result of any of the foregoing is to increase the cost to (or in the
case of Regulation D referred to above, to impose a cost on) such Bank (or any
Eurodollar Office of such Bank) of making or maintaining any Eurodollar Loan, or
to reduce the amount of any sum received or receivable by such Bank (or its
Eurodollar Office) under this Agreement or under any of its Revolving Notes with
respect thereto, then within 10 days after demand by such Bank (which demand
shall be accompanied by a statement setting forth the basis of such demand), the
Company shall pay directly to such Bank such additional amount or amounts as
will compensate such Bank for such increased cost or such reduction.

                                      -14-

<PAGE>

     (b)  If any Bank shall reasonably determine that the adoption or phase-in
of any applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Eurodollar Office) or any Person controlling such Bank with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Bank's or such controlling
Person's capital as a consequence of such Bank's obligations hereunder
(including, without limitation, such Bank's Revolving Loan Commitment or Letter
of Credit Commitment) to a level below that which such Bank or such controlling
Person could have achieved but for such adoption, change or compliance (taking
into consideration such Bank's or such controlling Person's policies with
respect to capital adequacy) by an amount deemed by such Bank or such
controlling Person to be material, then from time to time, within 10 days after
demand by such Bank (which demand shall be accompanied by a statement setting
forth the basis of such demand), the Company shall pay to such Bank such
additional amount or amounts as will compensate such Bank or such controlling
Person for such reduction.

     (c)  Each Bank will promptly notify the Company and the Agent of any event
of which it has knowledge which will entitle such Bank to compensation pursuant
to this SECTION 8.1.

     SECTION 8.2 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.  If
with respect to any Interest Period:

     (a)  deposits in Dollars (in the applicable amounts) are not being offered
to one or more Banks in the relevant market for such Interest Period, or the
Agent otherwise determines (which determination shall be binding and conclusive
on all parties) that by reason of circumstances affecting the interbank
eurodollar market adequate and reasonable means do not exist for ascertaining
the applicable Eurodollar Rate; or

     (b)  Banks having an aggregate Percentage of 20% or more advise the Agent
that the Eurodollar Rate (Reserve Adjusted) as determined by the Agent will not
adequately and fairly reflect the cost to such Banks of maintaining or funding
Eurodollar Loans for such Interest Period, or that the making or funding of
Eurodollar Loans has become impracticable as a result of an event occurring
after the date of this Agreement which in the opinion of such Banks materially
affects such Loans, then the Agent shall promptly notify the other parties
thereof and, so long as such circumstances shall continue, (i) no Bank shall be
under any obligation to make or Convert into Eurodollar Loans and (ii) on the
last day of the 

                                      -15-
<PAGE>

current Interest Period for each Eurodollar Loan, such Loan shall, unless 
then repaid in full, automatically Convert to a Floating Rate Loan.

     SECTION 8.3  CHANGES IN LAW RENDERING CERTAIN LOANS UNLAWFUL.  In the event
that any change in (including the adoption of any new) applicable laws or
regulations, or any change in the interpretation of applicable laws or
regulations by any governmental or other regulatory body charged with the
administration thereof, should make it (or in the good faith judgment of any
Bank raise a substantial question as to whether it is) unlawful for any Bank (an
"Affected Bank") to make, maintain or fund Eurodollar Loans, then the Affected
Bank shall promptly notify each of the other parties hereto and, so long as such
circumstances shall continue, (a) the Affected Bank shall have no obligation to
make or Convert into Eurodollar Loans (but shall make Floating Rate Loans
concurrently with the making of or Conversion into Eurodollar Loans by the Banks
which are not Affected Banks, in each case in an amount equal to the Affected
Banks Percentage of all Eurodollar Loans which would be made or Converted into
at such time in the absence of such circumstances) and (b) on the last day of
the current Interest Period for each Eurodollar Loan (or, in any event, if the
Affected Bank so requests, on such earlier date as may be required by the
relevant law, regulation or interpretation), such Eurodollar Loan shall, unless
then repaid in full, automatically Convert to a Floating Rate Loan.  Each
Floating Rate Loan made by an Affected Bank which, but for the circumstances
described in the foregoing sentence, would be a Eurodollar Loan (an "Affected
Loan") shall, notwithstanding any other provision of this Agreement, remain
outstanding for the same period as the Group of Eurodollar Loans of which such
Affected Loan would be a part absent such circumstances.

     SECTION 8.4  FUNDING LOSSES.  The Company hereby agrees that upon demand by
any Bank (which demand shall be accompanied by a statement setting forth 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 Eurodollar Loans), as reasonably determined by
such Bank, as a result of (a) any payment or prepayment or Conversion of any
Eurodollar Loan of such Bank on a date other than the last day of an Interest
Period for such Loan (including, without limitation, any Conversion pursuant to
SECTION 8.3) or (b) any failure of the Company to borrow or Convert any
Revolving Loans on a date specified therefor in a notice of borrowing or
Conversion pursuant to this Agreement.  For this purpose, all notices to the
Agent pursuant to this Agreement shall be deemed to be irrevocable.

                                      -16-
<PAGE>

     SECTION 8.5  RIGHT OF BANKS TO FUND THROUGH OTHER OFFICES.  Each Bank may,
if it so elects, fulfill its commitment as to any Eurodollar Loan by causing a
foreign branch or Affiliate of such Bank to make such Eurodollar Loan, PROVIDED
that in such event for the purposes of this Agreement such Eurodollar Loan shall
be deemed to have been made by such Bank and the obligation of the Company to
repay such Eurodollar Loan shall nevertheless be to such Bank and shall be
deemed held by it, to the extent of such Eurodollar Loan, for the account of
such branch or Affiliate.

     SECTION 8.6  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 Revolving Loans in any
manner it sees fit, it being understood, however, that for the purposes of this
Agreement all determinations hereunder shall be made as if such Bank had
actually funded and maintained each Eurodollar Loan during each Interest Period
for such Loan through the purchase of deposits having a maturity corresponding
to such Interest Period and bearing an interest rate equal to the Eurodollar
Rate for such Interest Period.

     SECTION 8.7  Conclusiveness of Statements; Survival of Provisions. 
Determinations and statements of any Bank pursuant to SECTION 8.1, 8.2, 8.3 or
8.4 shall be conclusive absent demonstrable error.  Banks may use reasonable
averaging and attribution methods in determining compensation under SECTIONS 8.1
and 8.4, and the provisions of such Sections shall survive termination of this
Agreement.

     SECTION 9 WARRANTIES.

     To induce the Agent and the Banks to enter into this Agreement and to make
Revolving Loans and issue or purchase participation in Letters of Credit
hereunder, the Company warrants to the Agent and the Banks that:

     SECTION 9.1  ORGANIZATION AND QUALIFICATION.  The Company is a corporation
duly existing and in good standing under the laws of the State of Delaware; each
Subsidiary is a corporation duly existing and in good standing under laws of the
state of its incorporation; and the Company and each Subsidiary is duly
qualified and in good standing as a foreign corporation authorized to do
business in each jurisdiction where, because of the nature of its activities or
properties, such qualification is required and the failure to so qualify would
materially and adversely affect the Company's financial condition, operations,
or business prospects.  SCHEDULE 9.1 lists the foreign jurisdictions of the
Company.

                                      -17-
<PAGE>

     SECTION 9.2  AUTHORIZATION: NO CONFLICT AND VALIDITY OF OBLIGATIONS.  The
Company has full right and authority to enter into this Agreement, to make the
borrowings herein provided for, to request that Letters of Credit be issued
hereunder, to issue its Revolving Notes and to perform all of its obligations
under the Loan Documents; each Loan Document delivered by the Company has been
duly authorized, executed and delivered by the Company and constitutes the valid
and binding obligations of the Company, enforceable in accordance with their
terms; and the Loan Documents do not, nor does the performance or observance by
the Company of any of the matters or things therein provided for, contravene any
provision of law or the certificate of incorporation or bylaws of the Company or
any material covenant, indenture or agreement of or affecting the Company.

     SECTION 9.3  SUBSIDIARIES.  The Subsidiaries of the Company and their 
respective states of incorporation and foreign jurisdictions are designated 
on SCHEDULE 9.3.

     SECTION 9.4  FINANCIAL STATEMENTS  The Company's audited consolidated
financial statement as at December 31, 1995 and, except as disclosed on SCHEDULE
9.4, its unaudited consolidated financial statements as at March 31, 1996 and
June 30, 1996, copies of which have been furnished to the Banks, have been
prepared in conformity with GAAP applied on a basis consistent with that of the
preceding fiscal year, and accurately present the financial condition of the
Company and the Subsidiaries as at such dates and the results of their
operations for the periods then ended, and since such dates there has been no
material adverse change in their financial condition or operations or business
prospects.

     SECTION 9.5  NO MATERIAL ADVERSE CHANGE.  Except as disclosed on SCHEDULE
9.5, since December 31, 1995, there has been no material change in the
management of the Company and there has been no material adverse change in the
condition, financial or otherwise, operations or business prospects of the
Company or the Subsidiaries.

     SECTION 9.6  LITIGATION AND CONTINGENT LIABILITIES. Except as disclosed    
in SCHEDULE 9.6, there is no litigation (including, without limitation,
derivative actions), arbitration proceedings or governmental proceedings pending
or, to the best of the Company's knowledge, threatened against the Company or
any Subsidiary which if adversely determined would (i) result in any material
adverse change in the financial condition, business prospects or continued
operations of the Company or the Subsidiaries or (ii) impair the validity or
enforceability of, or materially impair the ability of the Company to perform
its obligations hereunder or under any of the Loan Documents.  Other than any
liability incident to such litigation or proceedings, 

                                      -18-
<PAGE>

neither the Company nor any Subsidiary has any contingent liabilities singly 
or in the aggregate in excess of $500,000 not provided for or disclosed in 
the financial statements referred to in SECTION 9.4.

     SECTION 9.7  LIENS.  None of the assets of the Company or any Subsidiary is
subject to any mortgage, pledge, title retention lien, or other lien,
encumbrance or security interest, EXCEPT liens permitted by SECTION 10.11.

     SECTION 9.8  PENSION AND WELFARE PLANS.  Each of the Company and
Subsidiaries is in compliance in all material respects with ERISA with respect
to all employee benefit plans maintained by the Company or such Subsidiaries and
has received no notice to the contrary from the PBGC or any other governmental
entity or agency.  During the twelve consecutive month period prior to the date
of the execution and delivery of this Agreement, no steps have been taken to
terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a lien under Section
302(f) of ERISA.  No condition exists or event or transaction has occurred with
respect to any Pension Plan which could result in the incurrence by the Company
of any material liability, fine or penalty.  Except as described in  SCHEDULE
9.8, the Company has no contingent liability with respect to any post-retirement
benefits under a Welfare Plan, other than liability for continuation coverage
described in Part 6 of title I to ERISA and described in applicable state
continuation coverage laws.

     SECTION 9.9  INVESTMENT COMPANY ACT.  The Company is not
an "investment company" or a company "controlled" by an "investment company"
with the meaning of the Investment Company
Act of 1940, as amended.

     SECTION 9.10  REGULATION U.  The Company is not engaged principally, or as
one of its important activities, in the business of extending credit, and will
not use the proceeds of any of the Revolving Loans, for the purpose of
purchasing or carrying Margin Stock and the Company will not use the proceeds of
the Revolving Loans or the Letters of Credit in a manner that violates any
provision of Regulations U, G or X of the Board of Governors of the Federal
Reserve System.     

     SECTION 9.11  APPROVALS.  No authorization, consent, license, exemption or
filing or registration with any court or governmental department, agency or
instrumentality, or any approval or consent from any other Person is necessary
in connection with the valid execution, delivery or performance by the Company
of the Loan Documents.


                                      -19-
<PAGE>

     SECTION 9.12  COMPANY'S MATERIAL AGREEMENTS.  The Company is not in default
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any agreement to which it is a party,
which default might have a material adverse affect on the business, properties
or assets, operations or condition (financial or otherwise) of the Company or
(ii) any agreement or instrument evidencing or governing indebtedness.

     SECTION 9.13  TAXES.  Each of the Company and the Subsidiaries has filed
all tax returns which are required to have been filed and has paid, or made
adequate provision for the payment of all of its taxes which are due and
payable, except such taxes, if any, as are being contested in good faith and by
appropriate proceedings and as to which such reserves or other appropriate
provisions as may be required by GAAP have been maintained.      The Company is
not aware of any proposed assessment against the Company or any Subsidiaries for
additional taxes (or any basis for any such assessment) which might be material
to the Company.

     SECTION 9.14  INSURANCE.  SCHEDULE 9.14 completely and accurately
summarizes the property and casualty insurance program carried by the Company
and the Subsidiaries and includes any self insurance program that is in effect.

     SECTION 9.15  BUSINESS LOCATIONS.  The office where the
Company keeps its books and records and the principal place of business of the
Company is set forth on the signature pages of this Agreement.  SCHEDULE 9.15
lists the address of any other place of business of the Company and the
Subsidiaries.

     SECTION 9.16  USE OF PROCEEDS.  The proceeds of the Revolving Loans and the
Letters of Credit shall be used for working capital and general corporate
purposes, including but not limited to, acquisitions under Section 10.13(b) and
the uses referred to in SECTION 10.19.

     SECTION 9.17  ENVIRONMENTAL MATTERS.  Except as set forth on SCHEDULE 9.17,
to the best of the Company's knowledge, (a) the Company and its Subsidiaries
comply in all material respects with all applicable Environmental Laws, (b) the
Company and its Subsidiaries have obtained all Governmental Approvals required
for its operations, and its use and/or occupancy of any real property by any
applicable Environmental Law, (c) there are no pending or threatened claims,
notices, investigations or litigation involving the Company or any of its
Subsidiaries relating to any Release, threatened Release or disposal of any
Hazardous Material, and (d) the Company and its Subsidiaries have no pending
material liability for response or corrective action, natural resource damage,
or other harm pursuant to CERCLA, RCRA, or any comparable state law.

                                      -20-
<PAGE>

     SECTION 9.18  TREATMENT AND STORAGE.  Except in compliance with applicable
law in all material respects, or as otherwise described on SCHEDULE 9.18, any
real property currently owned by or leased to the Company and any of its
Subsidiaries does not contain any of the following: (a) underground storage
tanks, (b) any landfills or dumps, or (c) hazardous waste management facilities
as defined pursuant to RCRA or comparable state law.

     SECTION 9.19  COMPLIANCE WITH LAWS.  To the best of the Company's
knowledge, the Company and its Subsidiaries are in compliance in all material
respects with all applicable statutes, laws, rules and regulations.

     SECTION 9.20  INFORMATION.  All information heretofore or 
contemporaneously herewith furnished by the Company to any Bank for purposes 
of or in connection with this Agreement and the transactions contemplated 
hereby is, and all information hereafter furnished by or on behalf of the 
Company to any Bank will be, true and accurate in every material respect on 
the date as of which such information is dated or certified, and none of such 
information is or will be incomplete by omitting to state any material fact 
necessary to make such information not misleading.

     SECTION 10  COVENANTS.

     Until the expiration or termination of the Commitments and thereafter until
all obligations of the Company hereunder and under the Revolving Notes are paid
in full and all Letters of Credit have been terminated, the Company agrees that,
unless at any time the Banks shall otherwise expressly consent in writing, it
will:

     SECTION 10.1  REPORTS, CERTIFICATES AND OTHER INFORMATION. Furnish to each
Bank:

     SECTION 10.1.1 AUDIT REPORT.  Within 90 days after each fiscal year of the
Company, a copy of an annual audit report of the Company and the Subsidiaries
for such fiscal year then ended prepared on a consolidating and consolidated
basis and in conformity with GAAP (except for such consolidating statements)
applied on a basis consistent with the audited consolidated financial statement
of the Company and the Subsidiaries as at December 31, 1995, duly certified
(except for such consolidating statements) by Coopers & Lybrand, or other
independent certified public accountants of recognized standing selected by the
Company and reasonably acceptable to the Banks, certified without qualification
by such independent certified public accountants together with a certificate to
the effect that, in making the examination necessary for the signing of such
annual audit report by such independent certified public accountants, they have
not become aware of any Event of Default or Unmatured Event of Default 

                                      -21-
<PAGE>

that has occurred and is continuing, or if they have become aware of any such 
event, stating the nature and status thereof.

     SECTION 10.1.2  QUARTERLY REPORTS.  Within 45 days after the end of each
Fiscal Quarter (except the fourth Fiscal Quarter), a copy of (a) the unaudited
consolidated and consolidating balance sheets of the Company and the
Subsidiaries as of the close of such Fiscal Quarter and the related consolidated
changes in financial position for that portion of the fiscal year and (b) the
unaudited consolidated and consolidating statements of income of the Company and
the Subsidiaries, in each case prepared in substantially the same manner as the
audit report referred to in SECTION 10.1.1 and signed by the Chief Financial
Officer of the Company.

     SECTION 10.1.3  MONTHLY REPORTS.  Within 30 days after the end of each
calendar month, a Directors' Statement which at a minimum provides the unaudited
financial statements of the Company and its Subsidiaries prepared in
substantially the same manner as Schedule 10.1.3, and is signed by the Chief
Financial Officer of the Company.  Notwithstanding the foregoing, the Directors'
Statement for the last month of the Company's fiscal year shall be due within
sixty (60) days after the end of that month.

     SECTION 10.1.4  COMPLIANCE CERTIFICATES.  Within 45 days after the end of
each Fiscal Quarter, a certificate signed by the President or the Chief
Financial Officer of the Company to the effect that no Event of Default or
Unmatured Event of Default has occurred and is continuing, or, if there is any,
such event, describing it and the steps, if any, being taken, to cure it, and
containing a computation of, and showing compliance with, each of the financial
ratios, including the Funded Debt/Operating Cash Flow Ratio, and the
restrictions contained in this SECTION 10.

     SECTION 10.1.5  REPORTS TO SEC AND TO SHAREHOLDERS.  Copies of each filing
and report made by the Company or any Subsidiary with or to any securities
exchange or the Securities and Exchange Commission, and of each communication
from the Company or any Subsidiary to shareholders of the Company generally,
promptly upon the filing or making thereof.

     SECTION 10.1.6  NOTICE OF DEFAULT, LITIGATION AND ERISA MATTERS.  As soon
as possible, but in no event later than [30] days, after the Company learns of
the occurrence of any of the following, written notice thereof, describing the
same and the steps being taken by the Company or the Subsidiary affected with
respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event
of Default, or (ii) the institution of, or any adverse determination in, any
litigation, arbitration proceeding or governmental proceeding which is
materially adverse to the Company and its Subsidiaries on a consolidated basis,
or (iii) the 

                                      -22-
<PAGE>

institution of any steps by the Company or any other Person to terminate any 
Pension Plan, or the failure to make a required contribution to any Pension 
Plan if such failure is sufficient to give rise to a lien under Section 
302(f) of ERISA, or the taking of any action with respect to a Pension Plan 
which could result in the requirement that the Company furnish a bond or 
other security to the PBGC or such Pension Plan, or the occurrence of any 
event with respect to any Pension Plan which could result in the incurrence 
by the Company of any material liability, fine or penalty, or any material 
increase in the contingent liability of the Company with respect to any 
post-retirement Welfare Plan benefit.

     SECTION 10.1.7 SUBSIDIARIES.  A written report of any changes in the list
of its Subsidiaries within thirty (30) days
of such change.

     SECTION 10.1.8  PROJECTIONS.  Within 60 days after the end of each fiscal
year of the Company, a copy of the one-year projections (quarter by quarter) of
the Company and its Subsidiaries, including balance sheets and statements of
earnings and cash flow prepared on a consolidated and on a divisional basis.

     SECTION 10.1.9  OTHER INFORMATION.  From time to time such other
information concerning the Company and its Subsidiaries as the Agent or any Bank
may reasonably request.

     SECTION 10.2  BOOKS, RECORDS AND INSPECTIONS.  Maintain, and cause each
Subsidiary to maintain, complete and accurate books and records; permit, and
cause each Subsidiary to permit, access by the Agent and each Bank to the books
and records of the Company and of any Subsidiary; permit, and cause each
Subsidiary to permit, the Agent and each Bank to inspect the properties and
operations of the Company and of any Subsidiary; and, if the Agent and each Bank
are unable to conduct such review, permit, and cause each Subsidiary to permit,
any accounting firm selected by the Agent which is reasonably satisfactory to
the Company, on a semi-annual basis, to conduct, at the Company's expense, such
reviews of the books and records of the Company and of any Subsidiary as the
Agent shall reasonably request.

     SECTION 10.3  INSURANCE.  Maintain, and cause each Subsidiary to maintain,
such insurance as may be required by law and such other insurance, to such
extent and against such hazards and liabilities, as is customarily maintained by
companies similarly situated.

     SECTION 10.4  TAXES AND LIABILITIES.  Pay, and cause each Subsidiary to 
pay, when due all taxes, assessments and other liabilities except as 
contested in good faith and by appropriate proceedings.

                            -23-
<PAGE>

     SECTION 10.5  NET WORTH.  Not permit the Company's Consolidated Net Worth
at any time to be less than (a) $103,436,000 PLUS (b) fifty percent (50%) of the
Company's positive consolidated net income for each Fiscal Quarter ended after
June 30, 1996, LESS (c) repurchases by the Company of its capital stock to the
extent such repurchases do not exceed $10,000,000 in the aggregate.

     SECTION 10.6  FUNDED DEBT/OPERATING CASH FLOW RATIO.  Not permit the ratio
("Funded Debt/Operating Cash Flow Ratio") of (x) Consolidated Total Funded Debt
to (y) Consolidated Operating Cash Flow during any period of four consecutive
Fiscal Quarters to exceed the ratio of 3.00:1.

     SECTION 10.7  FIXED CHARGE COVERAGE.  Not permit the ratio of (a)
Consolidated Adjusted Operating Cash Flow for any period of four consecutive
Fiscal Quarters to (b) interest expense (before any deferral and capitalization
of such interest, but including attributable interest from Capitalized Lease
Obligations) plus rental expense of the Company and its Subsidiaries on a
consolidated basis during such period, to be less than 2.50:1.

     SECTION 10.8  MINIMUM DEBT COVERAGE.  Not permit the ratio of (a) the sum
of (i) the accounts receivable of the Company and its Subsidiaries, plus (ii)
the book value of inventory of the Company and its Subsidiaries (provided that
the value of such inventory shall not exceed 150% of the net amount of accounts
receivable under clause (i) above), plus (iii) cash and cash equivalents
(determined according to GAAP) of the Company and its Subsidiaries to (b) the
aggregate principal amount of all Indebtedness of the Company and its
Subsidiaries, to be less than 1.50:1.

     SECTION 10.9  PURCHASE OR REDEMPTION OF COMPANY'S SECURITIES; DIVIDED
RESTRICTIONS.  Not purchase or redeem any shares of the capital stock of the
Company, declare or pay any dividends thereon (other than stock dividends), make
any distribution to stockholders or set aside any funds for any such purpose,
and not prepay, purchase or redeem, and not permit any Subsidiary to purchase,
any subordinated indebtedness of the Company; PROVIDED HOWEVER, that so long as
no Event of Default or Unmatured Event of Default exists or would result
therefrom, the Company may, in its sole discretion (i) pay or declare cash
dividends to the holders of common stock of the Company; and (ii) purchase the
common stock of the Company to be held by the Company as treasury shares for its
own account or otherwise considered treasury shares, or cancel the common stock
of the Company.

     SECTION 10.10  INDEBTEDNESS.  Not, and not permit any Subsidiary to, incur
or permit to exist any indebtedness or liability on account of deposits or
advances or for borrowed money or for the deferred purchase price of any
property or services, 

                                      -24-
<PAGE>

except (i) the obligations arising under the Commitments, (ii) obligations 
under any Capital Lease, (iii) indebtedness of any Subsidiary to the Company 
or any other Subsidiary, (iv) indebtedness of the Company relating to any 
hedging agreements entered into by the Company with respect to interest rate 
exposure resulting from its obligations under this Agreement, (v) current 
liabilities of the Company arising in the ordinary course of business, (vi) 
the obligations of the Company in connection with the Letter of Credit 
Applications or the Letters of Credit, (vii) debt in respect of taxes, 
assessments or governmental charges to the extent that payment thereof shall 
not at the time be required to be made, (viii) indebtedness subordinated to 
the obligations of this Agreement, with terms and conditions acceptable to 
Agent, (ix) indebtedness assumed by the Company in connection with 
acquisitions permitted by SECTION 10.13, (x) indebtedness described in 
SCHEDULE 10.10, and (xi) other indebtedness of the Company not to exceed 
$10,000,000 in the aggregate.  Schedule 10.10 specifically describes the 
indebtedness of the Company and Subsidiaries which will remain after the 
Effective Date.

     SECTION 10.11  LIENS.  Not, and not permit any Subsidiary to, create or
permit to exist, any mortgage, pledge, title retention lien, or other lien,
encumbrance or security interest with respect to any assets now owned or
hereafter acquired, EXCEPT (i) for current taxes not delinquent or for taxes
being contested in good faith and by appropriate proceedings, (ii) liens arising
in the ordinary course of business for sums not due or sums being contested in
good faith and by appropriate proceedings and not involving any deposits or
advances or borrowed money or the deferred purchase price of property or
services (iii) those granted by any Subsidiary to secure indebtedness of such
Subsidiary to the Company or any Subsidiary, (iv) liens in favor of the Agent
and the Banks in connection herewith, (v) preexisting liens on or security
interests affecting assets acquired pursuant to SECTION 10.13(d), (vi) liens
arising in the ordinary course of business and consistent with past practices
not to exceed $1,000,000 in the aggregate, or (vii) liens listed in SCHEDULE
10.11.

     SECTION 10.12  GUARANTIES, LOANS OR ADVANCES.  Not, and not permit any
Subsidiary to, become or be a guarantor or surety of, or otherwise become or be
responsible in any manner (whether by agreement to purchase any obligations,
stock, assets, goods or services, or to supply or advance any funds, assets,
goods or services, or otherwise) with respect to, any undertaking of any
advances to any other person or entity, EXCEPT for (i) the endorsement, in the
ordinary course of collection, of instruments payable to it or to its order,
(ii) loans or advances by the Company to any Subsidiary, (iii) advances not to
exceed, in the aggregate for the Company and all Subsidiaries at any one time
outstanding, $150,000 to officers and employees and $100,000 to 

                                      -25-
<PAGE>

subcontractors or suppliers other than Subsidiaries, (iv) customary and usual 
indemnities given in connection with any Permitted Dispositions, (v) 
indemnities of the Bush Hog and Verson Divisions given to certain of their 
customers and dealers in the ordinary course of business and consistent with 
past practices, (vi) customary and usual indemnities given by the Company in 
connection with past divestitures, (vii) deposits not to exceed, in the 
aggregate for the Company and all Subsidiaries at any one time outstanding, 
$1,000,000 to the sellers of fixed assets in connection with the purchase by 
the Company of such fixed assets.

     SECTION 10.13  MERGERS, CONSOLIDATIONS, SALES.  Not, and not permit any
Subsidiary to, be a party to any merger or consolidation, or purchase or
otherwise acquire all or substantially all of the assets, or any stock of any
class of, or any partnership or joint venture interest in, any other Person, or,
except in the ordinary course of its business, sell, transfer, convey or lease
all or any substantial part of its assets or sell or assign with or without
recourse any receivables, EXCEPT for:

     (a)  any such merger or consolidation, sale, transfer, conveyance, lease or
assignment of or by any wholly-owned Subsidiary into the Company or into, with
or to any other wholly owned Subsidiary;

     (b)  negotiated friendly acquisitions of any Person which is in a line of
business substantially similar to the business of the Company and its
Subsidiaries, provided that (i) the total consideration paid or given for all
such acquisitions during any consecutive eighteen month period shall not exceed
$25,000,000 (exclusive of the value of common stock of the Company used as
consideration in connection with any such acquisition); (ii) the proforma
combined Funded Debt/Operating Cash Flow Ratio as of the effective date of any
such acquisition of the Company and the acquired Person, for the four Fiscal
Quarters most recently ended at the time of such effective date does not exceed
2.75:1; (iii) no Event of Default or Unmatured Event of Default shall exist
before or after giving effect to such acquisition; (iv) the Agent shall have
received a certificate from the Company satisfactory to the Agent as to
compliance by the Company with preceding clauses (i) through (iii); and (v) any
acquisition of stock of a Person shall not be less than 80% of the issued and
outstanding capital stock of such Person.

     (c)  the Sale and Leaseback of property comprising assets employed by the
Company's Coz division, provided the aggregate amount of all such Sale and
Leasebacks shall not exceed $15,000,000; and

                                      -26-
<PAGE>

     (d)  the sale, transfer or disposition of any fixed asset(s), as long as
either: (i) during any fiscal year, the aggregate consideration paid or given to
the Company or any Subsidiary is less than 5% of the Company's consolidated
assets as reflected on the  Company's then most recent audited financial
statements, or (ii) the Company uses the proceeds of such transaction to finance
the purchase of replacement fixed asset(s), delivers to the Agent written
evidence of the use of the proceeds, and such replacement fixed asset(s) is free
and clear of all liens;

PROVIDED, HOWEVER, that as to all mergers, consolidations, acquisitions, sales
and transfers no Event of Default or Unmatured Event of Default shall have
occurred and be continuing or will result therefrom.  For purposes of this 
SECTION 10.13, for all such transactions, the term "consideration" shall include
the amount of any indebtedness for borrowed money assumed by the Company PLUS
the amount, if any, by which the difference of (a) the amount of the liabilities
of the acquired Person assumed by the Company LESS (b) the amount of the
indebtedness for borrowed money assumed by the Company exceeds the value of the
Tangible Assets of such acquired Person.

     SECTION 10.14  INVESTMENTS.  Not, and not permit any Subsidiary to, make or
permit any Investment in any Person, except for:

     (a)  Extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale of goods and
services in the ordinary course of business consistent with past
practices;

     (b)  Investments and securities with maturities of one
year or less from the date of acquisition issued or fully
guaranteed or insured by the United States of America or any
agency thereof;

     (c)  Investments and commercial paper maturing within 270 days or less from
the date of issuance rated in the highest grade by a nationally recognized
credit agency;

     (d)  Investments and certificates of deposit maturing within one year from
the date of acquisition issued by a bank or trust company organized under the
laws of the United States or any State thereof having capital, surplus and
undivided profits aggregating at least $100,000,000;

     (e)  Investments of the Company outstanding on the date hereof to the
extent disclosed in the financial statements referred to in SECTION 9.4 or
disclosed on Schedule 10.14;

                                      -27-
<PAGE>

     (f)  Investments in overnight repurchase or reverse repurchase transactions
involving marketable direct obligations issued or unconditionally guaranteed by
the United States of America or any agency thereof and backed by the full faith
and credit of the United States, in each case maturing within one year from the
date of acquisition thereof, entered into with a counter party with a net worth
in excess of $100,000,000;

     (g)  Investments of the Company evidenced by promissory or demand notes
issued by purchasers of assets of the Company permitted by the terms of this
Agreement; and

     (h)  Investments permitted under Sections 10.9.1, 10.9.2, 10.9.3, 10.9.4,
10.10, 10.12 and 10.13.

     (i)  Investments in shares of a money market fund which (1) is a registered
investment company under the Investment Company Act of 1940 (the "Act"); (2)
complies with Rule 270.2(a)-7 of the Act (the "Rule"); and (3) is either (a)
rated in one of the two highest rating categories by Standard and Poors or
Moody's, or (b)(i) has assets of at least $200,000,000 at all times upon and
after the purchase of shares by the Company, and (ii) will limit its portfolio
investments to instruments that are, at the time of acquisition "First Tier
Securities" or "Government Securities" as such terms are defined in this Rule.

     SECTION 10.15  ENVIRONMENTAL COVENANTS.

     SECTION 10.15.1  ENVIRONMENTAL RESPONSE OBLIGATION. (a) Comply, and 
cause each Subsidiary to comply, in all material respects with all applicable 
Environmental Laws, or judicial or administrative orders requiring the 
performance at any real property owned, operated, or leased by the Company or 
any subsidiary of activities in response to the release or threatened release 
of a Hazardous Material except for the period of time that the Company or 
such Subsidiary is diligently in good faith contesting such order; (b) notify 
the Bank within 30 days of the receipt of any written claim, demand, 
proceeding, action, or notice of liability by any Person arising out of or 
relating to the release or threatened release of a Hazardous Material; and 
(c) notify the Bank promptly, but in no event later than thirty (30) days, 
after the occurrence of any release, threat of release, or disposal of 
Hazardous Material reported to any governmental regulatory authority at any 
real property owned, operated, or leased by the Company or any Subsidiary.

     SECTION 10.15.2  ENVIRONMENTAL LIABILITIES.  Not violate in any material
respect any applicable Environmental Law and, without limiting the foregoing,
not commence disposal of any Hazardous Material into or onto any real property
owned, operated, or leased 

                                      -28-
<PAGE>

by the Company or any Subsidiary nor allow any lien imposed pursuant to any 
law, regulation or order relating to Hazardous Materials or the disposal 
thereof to remain on such real property.

     SECTION 10.16  UNCONDITIONAL PURCHASE OBLIGATIONS.  Not, and not permit any
Subsidiary to, enter into or be a party to any contract for the purchase of
materials, supplies or other property or services, if such contract requires
that payment be made by it regardless of whether or not delivery is ever made of
such materials, supplies or other property or services.

     SECTION 10.17  EMPLOYEE BENEFIT PLANS.  Maintain, and cause
each Subsidiary to maintain, each Pension Plan in compliance in
all material respects with all applicable requirements of the law
and regulations.

     SECTION 10.18  REGULATION U.  Not use or permit any proceeds of the
Revolving Loans or the Letters of Credit to be used, either directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
"purchasing or carrying" any Margin Stock.

     SECTION 10.19  USE OF PROCEEDS.  To the extent the principal amount of
Revolving Loans plus the Stated Amount of Letters of Credit exceeds $75,000,000,
cause the proceeds representing such excess to be used by the Company's Verson
Division ("Verson") for the purpose of funding working capital with respect to
active and outstanding binding purchase contracts (of at least corresponding
size in the aggregate) between Verson and Ford Motor Company, Chrysler
Corporation and General Motors, in each case for the purchase of new steel
presses, it being understood that (i) in the case of contracts with Chrysler
Corporation, such contracts shall be in excess of $10,000,000 and shall not
provide for progress payments, and (ii) prior to the use of such proceeds, the
Company shall furnish to each Bank summaries of such contracts together with
payment schedules and such other information as either Bank may request in
connection therewith.

     SECTION 10.20  SIGNIFICANT SUBSIDIARY.  Cause each present or future
Significant Subsidiary to forthwith execute and deliver to the Agent a guaranty
of the Company's obligations under this Agreement, such guaranty to be in form
and substance satisfactory to the Agent and to be supported by such supporting
documents as the Agent shall require.

     SECTION 10.21  OTHER AGREEMENTS.  Not, and not permit any of its
Subsidiaries to, enter into any agreement containing any provision which (a)
would be violated or breached by the performance of its obligations hereunder or
under any instrument or document delivered or to be delivered by it hereunder or
in 

                                      -29-
<PAGE>

connection herewith, (b) prohibits or restricts the creation or assumption of
any Lien upon its properties, revenues or assets, whether now owned or hereafter
acquired, (c) prohibits or restricts the ability of any Subsidiary to make
dividends or advances to the Borrower, or (d) prohibits or restricts the ability
of the Borrower or any Subsidiary to amend or otherwise modify this Agreement or
any other document executed in connection herewith.

     SECTION 10.22  COMPLIANCE WITH LAWS.  Comply, and cause each Subsidiary to
comply in all material respects with all applicable statutes, laws, rules and
regulations.

     SECTION 11  EFFECTIVENESS; CONDITIONS OF LENDING

     Section 11.1  EFFECTIVENESS.  This Agreement shall become effective on such
date (herein called the "Effective Date") that (i) the conditions specified in
SECTION 11.2 have been satisfied, (ii) the Agent shall have received the fees
described in SECTIONS 5.1, 5.2 AND 5.3 (to the extent then due), and (iii) the
Agent shall have received all the following, each duly executed and dated the
Effective Date (or such earlier date as shall be satisfactory to the Agent), in
form and substance satisfactory to the Agent, and each (except for the Notes, of
which only the originals shall be signed) in sufficient number of signed
counterparts to provide one for each Bank:

     SECTION 11.1.1  REVOLVING NOTES.  The Revolving Notes of the
Company payable to the order of each Bank.

     SECTION 11.1.2  [Reserved].  

     SECTION 11.1.3  RESOLUTIONS.  Certified copies of resolutions of the Board
of Directors of the Company authorizing the execution, delivery and performance
of this Agreement, the Notes, the Letter of Credit Applications, and the other
documents to be executed by the Company pursuant to this Agreement.

     SECTION 11.1.4  CONSENTS AND APPROVALS.  The required consents and
governmental approvals (if any) with respect to this Agreement, the Revolving
Notes, the Letter of Credit Applications, and the other documents to be executed
by the Company pursuant to this Agreement.

     SECTION 11.1.5  INCUMBENCY AND SIGNATURES.  A certificate of the Secretary
or an Assistant Secretary of the Company certifying the names of the officer or
officers of the Company authorized to sign this Agreement, the Notes, the Letter
of Credit Applications, and the other documents provided for in this Agreement,
together with a sample of the true signature of each such officer (it being
understood that the Agent and the Banks may conclusively rely on 

                                      -30-
<PAGE>

such certificate until formally advised by a like certificate of any changes
therein).

     SECTION 11.1.6  OPINIONS OF COUNSEL FOR THE COMPANY.  The opinions of
Gardner, Carton & Douglas, and David B. Corwine, Esq. as counsels for the
Company, substantially in the forms set forth in EXHIBIT C.

     SECTION 11.1.7  OTHER DOCUMENTS.  Such other documents as the Agent or any
Bank may reasonably request.

     SECTION 11.2  ALL LOANS AND LETTERS OF CREDIT.  The occurrence of the
Effective Date and the obligation of each Bank to make any Revolving Loan and to
issue any Letter of Credit is subject to the conditions precedent that:

     SECTION 11.2.1  NO DEFAULT. (a) No Event of Default, or
Unmatured Event of Default, has occurred and is continuing or will result from
the making of such Revolving Loan or the issuance of such Letter of Credit and
(b) the warranties of the Company contained in Section 9 are true and correct as
of the date of such requested Revolving Loan or the issuance of such Letter of
Credit, with the same effect as though made on such date.

     SECTION 11.2.2  LITIGATION.  No litigation (including, without limitation,
derivative actions), arbitration proceedings or governmental proceedings not
disclosed in writing by the Company to the Banks prior to the date of the last
previous Revolving Loan hereunder (or, in the case of the initial Revolving Loan
prior to the date of execution and delivery of this Agreement) are pending or
known to be threatened against the Company or any Subsidiary which if adversely
determined could reasonably be expected to (i) result in any material adverse
change in the financial condition, business propects or continued operations of
the Company or any Subsidiary or (ii) impair the validity or enforceability of,
or materially impair the ability of the Company to perform its obligations
hereunder or under any of the other Loan Documents, and no material development
not so disclosed has occurred in any such litigation (including, without
limitation, derivative actions), arbitration proceedings or governmental
proceedings so disclosed, which could reasonably be expected to cause such a
material adverse change.

     Each request by the Company for a Loan or a Letter of credit shall
automatically constitute a representation and warranty of the Company to the
effect that all conditions to the making of such Loan or issuance of such Letter
of Credit will be satisfied as of the date of the making of such Loan or
issuance of such Letter of Credit will be satisfied as of the date of the making
of such Loan or issuance of such Letter of Credit.

                                      -31-
<PAGE>

     SECTION 12  EVENTS OF DEFAULT AND THEIR EFFECT.

     SECTION 12.1  EVENTS OF DEFAULT.  Each of the following
shall constitute an Event of Default under this Agreement:

     SECTION 12.1.1  NON-PAYMENT OF NOTES, ETC.  Default in the payment when due
of (a) any principal of, or interest on, any Revolving Note or (b) any
reimbursement obligation with respect to any Letter of Credit or any fees
payable by the Company hereunder.

     SECTION 12.1.2  NON-PAYMENT OF OTHER INDEBTEDNESS FOR BORROWED MONEY. 
Default in the payment when due (subject to and applicable grace period),
whether by acceleration-or otherwise, of any other indebtedness for borrowed
money of, or guaranteed by, the Company or any Subsidiary in excess of $250,000
in the aggregate or default in the performance or observance of any obligation
or condition with respect to any such other indebtedness if the effect of such
default is to accelerate the maturity of any such indebtedness or to permit the
holder or holders thereof, or any trustee or agent for such holders, to cause
such indebtedness to become due and payable prior to its expressed maturity.

     SECTION 12.1.3  OTHER MATERIAL OBLIGATIONS.  Default in the payment when
due, or in the performance or observance of, any material obligation of, or
condition agreed to by the Company or any Subsidiary with respect to any
material purchase or lease of goods or services reasonably valued in excess of
$750,000 in the aggregate (and not constituting an Event of Default under any of
the other provisions of this SECTION 12) and except only to the extent that the
existence of any such default is being contested by the Company or such
Subsidiary in good faith and by appropriate proceedings.

     SECTION 12.1.4  BANKRUPTCY, INSOLVENCY.  The Company or any Subsidiary
becomes insolvent or generally fails to pay, or admits in writing its inability
or refusal to pay, debts as they become due; or the Company or any Subsidiary
applies for, consents to, or acquiesces in the appointment of a trustee,
receiver or other custodian for the Company or such Subsidiary or any property
thereof, or makes a general assignment for the benefit of creditors; or in the
absence of such application, consent or acquiescence, a trustee, receiver or
other custodian is appointed for the Company or any Subsidiary or for a
substantial part of the property of any thereof and is not discharged within 30
days; or any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding (except the voluntary dissolution, not under any
bankruptcy or insolvency law, of a Subsidiary), is commenced in respect of the
Company or any Subsidiary, and if such case or proceeding is not commenced by
the 

                                      -32-
<PAGE>

Company or such Subsidiary, it is consented to or acquiesced in by the
Company or such Subsidiary or remains for 30 days undismissed; or the Company or
any Subsidiary takes any corporate action to authorize, or in furtherance of,
any of the foregoing.

     SECTION 12.1.5  NON-COMPLIANCE WITH THIS AGREEMENT.  Failure by the Company
to comply with or to perform any provision of this Agreement (and not
constituting an Event of Default under any other provision of this SECTION 12)
and continuance of such failure for 15 days after notice thereof to the Company
from the Agent, any Bank, or the holder of any Revolving Note.

     SECTION 12.1.6  WARRANTIES.  Any warranty made by the Company herein or in
any Instrument is breached or is false or misleading in any material respect, or
any schedule, certificate, financial statement, report, notice, or other writing
furnished by the Company to the Agent or any Bank is false or misleading in any
material respect on the date as of which the facts therein set forth are stated
or certified.

     SECTION 12.1.7  PENSION PLANS. (a) Institution of any steps by the Company
or any other Person to terminate a Pension Plan if as a result of such
termination the Company could be required to make a contribution to such Pension
Plan, or could incur a liability or obligation to such Pension Plan, in excess
of $100,000, or (b) a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a lien under section 302(f) of ERISA.

     SECTION 12.1.8  MATERIAL ADVERSE CHANGE.  There is a material adverse
change in the financial or business conditions or prospects of the Company or
any of the Subsidiaries.

     SECTION 12.1.9  CHANGE OF CONTROL.  The acquisition, through purchase or
otherwise (including the agreement to act in concert without more), by any
Person or group of Persons acting in concert directly or indirectly, in one or
more transactions, of beneficial ownership or control of securities representing
more than fifty percent (50%) of the combined voting power of the Company's
voting stock.  For purposes of this definition, "beneficial ownership" shall
have the meaning set forth in Rule 13d-3 under the Securities and Exchange Act
of 1934.  A merger or consolidation pursuant to Section 10.13 with respect to
which the voting stock of the surviving corporation is not more than fifty
percent (50%) owned by the Company shall constitute a "Change of Control."

     SECTION 12.2  EFFECT OF EVENT OF DEFAULT.  If any Event of Default
described in SECTION 12.1.4 shall occur, the Commitments (if they have not
theretofore terminated) shall immediately terminate and the Revolving Notes and
all other obligations hereunder shall become immediately due and payable and the
Company 

                                      -33-
<PAGE>

shall become immediately obligated to deliver to the Agent cash collateral in 
an amount equal to the outstanding face amount of all Letters of Credit, all 
without presentment, demand, protest or notice of any kind; and, in the case 
of any other Event of Default, the Agent may (and upon written request of the 
Banks shall) declare the Commitments (if they have not theretofore 
terminated) to be terminated and/or declare all Revolving Notes and all other 
obligations hereunder to be due and payable and/or demand that the Company 
immediately deliver to the Agent cash collateral in an amount equal to the 
outstanding face amount of all Letters of Credit, whereupon the Commitments 
(if they have not theretofore terminated) shall immediately terminate and/or 
all Revolving Notes and all other obligations hereunder shall become 
immediately due and payable and/or the Company shall immediately become 
obligated to deliver to the Agent cash collateral in an amount equal to the 
face amount of all Letters of Credit, all without presentment, demand, 
protest or notice of any kind.  The Agent shall promptly advise the Company 
of any such declaration, but failure to do so shall not impair the effect of 
such declaration.  Any collateral delivered by the Company to the Agent shall 
be held by the Agent (without liability for interest thereon) and applied to 
obligations arising in connection with any drawing under a Letter of Credit.  
After the expiration or termination of all Letters of Credit, such cash 
collateral shall be applied by the Agent to any remaining obligations 
hereunder and any excess shall be delivered to the Company or as a court of 
competent jurisdiction may elect.

     SECTION 13  CERTAIN DEFINITIONS.  When used herein the following terms 
shall have the following meaning (such definitions to be applicable to both 
the singular and plural forms of such terms):

     AFFILIATE shall mean, with respect to any Person, a Person: (a) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person; (b) which
beneficially owns or holds, directly or indirectly, five percent (5%) or more of
any class of the Voting Stock (or, in the case of a Person which is not a
corporation, five percent (5%) or more of the equity interested such Person; or
(c) five percent (5%) or more of the Voting Stock (or, in the case of a Person
which is not a corporation, five percent (5%) or more of the equity interest) of
which is beneficially owned or held, directly or indirectly, by such Person;
PROVIDED, HOWEVER, that no Bank shall in any event be deemed to be an Affiliate
of the Company or any Subsidiary.  The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
Stock or an equity interest, by contract, or otherwise.


                                      -34-
<PAGE>

     AGENT - see PREAMBLE.

     AGREEMENT - see PREAMBLE.

     ALTERNATE REFERENCE RATE shall mean, on any date and with respect to all
Floating Rate Loans, a fluctuating rate of interest per annum (rounded upward to
the next highest one-eighth (1/8) of one percent (1%) if not already an integral
multiple of one-eighth (1/8) of one percent (1%)) equal to the higher of (a) the
rate of interest most recently announced by the Agent at its Chicago office as
its Reference Rate; or (b) the Market Federal Funds Rate most recently
determined by the Agent plus one-half percent (.50%).

     The Alternate Reference Rate is not necessarily intended to be the lowest
rate of interest determined by the Agent in connection with extensions of
credit.  For purposes of this Agreement (i) any change in the Alternate
Reference Rate due to a change in the Reference Rate shall be effective,on the
date such change in the Reference Rate is announced and (ii) any change in the
Alternate Reference Rate due to a change in the Market Federal Funds Rate shall
be effective on the effective date of such change in the Market Federal Funds
Rate.  If for any reason the Agent shall have determined (which determination
shall be conclusive in the absence of manifest error) that it is unable to
ascertain the Market Federal Funds Rate for any reason, including, without
limitation, the inability or failure of the Agent to obtain sufficient bids or
publications in accordance with the terms hereof, the Alternate Reference Rate
shall be the Reference Rate until the circumstances giving rise to such
inability no longer exist.  The Agent will give notice promptly to the Company
and the Banks of changes in the Alternate Reference Rate.

     BAI - see PREAMBLE.

     BANK - see PREAMBLE.

     BUSINESS DAY shall mean any day on which banks are open for commercial
banking business in Chicago, Illinois and, in the case of a Business Day which
relates to a Eurodollar Loan, on which dealings are carried on in the interbank
eurodollar market.

     CAPITAL EXPENDITURES shall mean all payments for any fixed assets or
improvements or for replacements, substitutions or additions thereto, that have
a useful life of more than one year and which are required to be capitalized
under GAAP.

     CAPITAL LEASE shall mean, with respect to any Person, any lease of any
property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, either would be required to be classified and accounted
for as a capital lease on 


                                      -35-
<PAGE>

a balance sheet of such Person or otherwise be disclosed as such in a note to 
such balance sheet,

     CAPITAL LEASE OBLIGATION shall mean, with respect to any Capital Lease, the
amount of the obligation of the lessee thereunder that, in accordance with GAAP,
would appear on a balance sheet of such lessee in respect of such Capital Lease
or otherwise be disclosed in a note to such balance sheet.

     CERCLA shall mean the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 USC 9601 ET SEQ., and any future amendments.

     COMMITMENTS shall mean the Revolving Loan Commitments and the Letter of 
Credit Commitments.

     COMPANY - see PREAMBLE.

     CONSOLIDATED ADJUSTED OPERATING CASH FLOW shall mean (a) the sum of (i)
consolidated net income for such period, plus (ii) consolidated interest expense
for such period, plus (iii) the aggregate amount which was deducted by the
Company in respect of Federal, state and local income taxes by the Company and
its Subsidiaries in determining the Company's consolidated net income for such
period, plus depreciation and amortization for such period, plus all rental
expense (including attributable interest from Capitalized Lease Obligations)
less (b) the sum of (i) interest income for the period, plus (ii) extraordinary
gains for the period, all as determined for the Company and its Subsidiaries on
a consolidated basis.

     CONSOLIDATED OPERATING CASH FLOW shall mean (a) the sum of (i) consolidated
net income for such period, plus (ii) consolidated interest expense for such
period, plus (iii) the aggregate amount which was deducted by the Company in
respect of Federal, state and local income taxes by the Company and its
Subsidiaries in determining the Company's consolidated net income for such
period, plus depreciation and amortization for such period less (b) the sum of
(i) interest income for the period, plus (ii) extraordinary gains for the
period, all as determined for the Company and its Subsidiaries on a consolidated
basis.

     CONSOLIDATED NET WORTH shall mean, as of the date of any determination
thereof, the assets minus the sum  of the liabilities of the Company and
Subsidiaries on a consolidated basis.  Assets and liabilities of the Company and
Subsidiaries shall have the meanings usually given to such terms in accordance
with GAAP.

                                      -36-
<PAGE>

     CONSOLIDATED TOTAL FUNDED DEBT shall mean the total of all Funded Debt of
the Company and such Subsidiaries outstanding on such date determined in
accordance with GAAP applied on a consistent basis.

     CONVERT, CONVERSION AND CONVERTED shall refer to a conversion of Loans 
pursuant to SECTION 1.4, 3.3, 8.2 or 8.3.

     DIRECTORS STATEMENT shall mean the report prepared by the Company in the 
form of SCHEDULE 10.1.3.

     DOLLAR and the sign "$" shall mean lawful money of the United States of 
America.

     EFFECTIVE DATE - see SECTION 11.1.


     ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA also refer to any successor sections.

     EUROCURRENCY RESERVE PERCENTAGE shall mean, with respect to each Interest
Period, a percentage (expressed as a decimal) equal to the daily average during
such Interest Period of the percentage in effect on each day of such Interest
Period, as prescribed by the Board of Governors of the Federal Reserve System
(or any successor), for determining the aggregate maximum reserve requirements
applicable to "Eurocurrency Liabilities" pursuant to Regulation D or any other
then applicable regulation of the Board of Governors which prescribes reserve
requirements applicable to "Eurocurrency Liabilities" as presently defined in
Regulation D.

     EURODOLLAR LOAN or Eurodollar borrowing shall mean any Revolving Loan which
bears interest at a rate determined by reference to the Eurodollar Rate (Reserve
Adjusted).

     EURODOLLAR OFFICE shall mean with respect to any Bank the office or offices
of such Bank which shall be making or maintaining the Eurodollar Loans of such
Bank hereunder or such other office or offices through which such Bank
determines its Eurodollar Rate.  A Eurodollar Office of any Bank may be, at the
option of such Bank, either a domestic or foreign office.

     EURODOLLAR RATE shall mean, with respect to any Eurodollar Loan for any
Interest Period, the rate per annum equal to the rate at which Dollar deposits
in immediately available funds are offered to the Eurodollar Office of BAI two
Business Days prior to the beginning of such Interest Period by major banks in
the interbank 


                                      -37-
<PAGE>

eurodollar market as at or about the relevant local time of such Eurodollar 
Office, for delivery on the first day of such Interest Period, for the number 
of days comprised therein and in an amount equal or comparable to the amount 
of the Eurodollar Loan of BAI for such Interest Period.  As used herein, 
"relevant local time" as to any Eurodollar Office shall mean 11:00 A.M., 
London time, when such Eurodollar Office is located in Europe or the Middle 
East, or 11:00 A.M., Chicago time, when such Eurodollar office is located in 
North America or the Caribbean.

     EURODOLLAR RATE (RESERVE ADJUSTED) shall mean, with respect to any
Eurodollar Loan for any Interest Period, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 10%) determined pursuant to the following
formula:

           Eurodollar Rate         =         Eurodollar Rate
                                             --------------
          (Reserve Adjusted)                 1-Eurocurrency
                                             Reserve Exchange

     EVENT OF DEFAULT shall mean any of the events described in
SECTION 12.1.

     ENVIRONMENTAL LAW shall mean any current or future legal requirement
pertaining to (a) the protection of health, safety, and the indoor or outdoor
environment, (b) the conservation, management, or use of natural resources and
wildlife, (c) the protection or use of surface water and groundwater, (d) the
management, manufacture, possession, presence, use, generation, transportation,
treatment, storage, disposal, Release, threatened Release, abatement, removal,
remediation or handling of, or exposure to, any Hazardous Material or (e)
pollution (including any Release to air, land, surface water and groundwater),
and includes, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 USC 906 ET SEQ.; Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous
and Solid Waste Amendments of 1984, 42 USC 6901 ET SEQ.; Federal Water Pollution
Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 ET SEQ.;
Clean Air Act of 1966, as amended, 42 USC 7401 ET SEQ.; Toxic Substances Control
Act of 1976, 15 USC 2601 ET SEQ.; Hazardous Materials Transportation Act, 49 USC
App. 1801 ET seq.; Occupational Safety and Health Act of 1970, as amended, 29
USC 651 ET SEQ.; Oil Pollution Act of 1990, 33 USC 2701 ET SEQ.; Emergency
Planning and Community Right-to-Know Act of 1986, 42 USC 11001 ET SEQ.; National
Environmental Policy Act of 1969, 42 USC 4321 ET SEQ.; Safe Drinking Water Act
of 1974, as amended, 42 USC 300(f) ET SEQ.; and any similar, implementing or
successor law, and any amendment, rule, regulation, order, or directive issued
thereunder.

                                      -38-
<PAGE>

     FEDERAL FUNDS RATE shall mean, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Board of Governors of the Federal Reserve System
(including any such successor publication, "H.15(519)") for such day opposite
the caption "Federal Funds (Effective)".  If on any relevant day such rate is
not yet published in H.15(519), the rate for such day will be the rate set forth
in the daily statistical release designated as the Composite 3:30 p.m.
Quotations for U.S. Government Securities, or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor
publication, the "Composite 3:30 p.m. Quotations") for such day under the
caption "Federal Funds Effective Rate".  If on any relevant day the appropriate
rate for such day is not yet published in either H.15(519) or the Composite 3:30
p.m. Quotations, that rate for such day will be the arithmetic mean of the rates
for the last transaction in overnight Federal funds arranged prior to 9:00 a.m.,
New York City time, on such day by each of three leading brokers of Federal
funds transactions in New York City, selected by the Agent.  The rate for any
day which is not a Business Day shall be the rate for the immediately preceding
Business Day.

     FISCAL QUARTER shall mean the period ending on either March 31, June 30, 
September 30 or December 31 of each year.

     FLOATING RATE LOAN or Floating Rate borrowing shall mean any Revolving Loan
which bears interest at or by reference to the Alternate Reference Rate.

     FUNDED DEBT shall mean all indebtedness of the Company and its Subsidiaries
which by the terms of the agreement governing or instrument evidencing such
indebtedness matures more than one year from, or is directly or indirectly
renewable or extendable at the option of the debtor under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of more than one year from the creation thereof, including current
maturities of long-term debt, revolving credit, short-term debt extendable
beyond one-year at the option of the debtor, the present value of all Capital
Lease Obligations and the Commitments.

     FUNDED DEBT/OPERATING CASH FLOW RATIO - see SECTION 10.7.

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

     GOVERNMENTAL APPROVAL shall mean any permit, license, variance, 
certificate, consent, letter, clearance, closure, exemption, decision or 
action or approval of a governmental authority.

                                      -39-
<PAGE>

     GROUP - see SECTION 1.2.

     HAZARDOUS MATERIAL shall mean: (a) any "hazardous substance" as now defined
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601(14) as amended by the Superfund Amendments and
Reauthorization Act, and including the judicial interpretation thereof; (b) any
"pollutant or contaminant" as defined in 42 U.S.C.A. Section 9601(33); (c) any
material now defined as "hazardous waste" pursuant to 40 C.F.R. Part 261; (d)
any petroleum, including crude oil and any fraction thereof; (e) natural gas,
natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel;
(f) any "hazardous chemical, as defined pursuant to 29 C.F.R. Part 1910; (g) any
asbestos, polychlorinated biphenyl (PCB), or isomer or dioxin, and (h) any other
substance, regardless of physical form, that is regulated under any
environmentally related federal, state or local government statute, rule or
regulation.

     INDEBTEDNESS shall mean, with respect to any Person at any date, without
duplication:  (i) all obligations of such Person with respect to borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments including, without limitation, all obligations
comprising subordinated indebtedness of such Person; (iii) all reimbursement
obligations in respect of letters of credit, issued for the account of such
Person, following any draw under such letters of credit, if not paid when due;
(iv) all obligations in respect of bankers' acceptances issued for the account
of such person after designation of, and delivery to, a payee; (v) all
Capitalized Lease Obligations of such Person; and (vi) whether or not included
as liabilities in accordance with GAAP, obligations secured by a Lien on
property owned or being purchased by such Person (including obligations arising
under conditional sales or other title retention agreements) whether or not such
obligations shall have been assumed by such Person or are limited in recourse.

     INSOLVENCY EVENT shall mean, with respect to any Person, (il the
application for, consent to, or acquiescence in, the appointment of a receiver,
trustee, custodian or liquidator of or for it or its business or of or for all
or a substantial part of its assets; (ii) the filing of a voluntary petition or
answer seeking reorganization or an arrangement with creditors or seeking to
take advantage, as a debtor, of any other law (whether federal, state or
foreign) relating to relief of debtors, or the admission (by answer, by default
or otherwise) of the material allegations of a petition filed against it in any
bankruptcy, reorganization, arrangement, insolvency or other proceeding whether
federal, state or foreign) relating to relief of debtors, or the admission in
writing of its inability to pay its debts generally as they become due; (iii)
the permitting to continue unstayed for ten (10) days 

                                      -40-
<PAGE>

any judgment, decree or order which adjudges it a bankrupt or insolvent or 
approves as properly filed petition seeking its reorganization or arrangement 
or appoints receiver, trustee, custodian or liquidator of or for it or its 
business or of or for all or a substantial part of its assets or decrees the 
winding up or liquidation of its affairs; (iv) the filing against it, by 
Persons other than Banks prior to the occurrence of a Default, of any 
bankruptcy, reorganization, arrangement, insolvency or other proceeding 
(whether federal, state or foreign) relating to the relief of debtors, which 
proceeding shall not be dismissed within thirty (30) days after the 
commencement thereof; (v) the commencement by or against it of a proceeding 
seeking its dissolution, liquidation or winding up, and, in the case of a 
proceeding commenced against it, the consent to such proceeding by it or its 
failure to cause such proceeding to be dismissed within thirty (30) days 
after the commencement thereof; or (vi) the taking of any corporate action in
furtherance of any of the foregoing.

     INTEREST PERIOD - see SECTION 3.3.

     INVESTMENT shall mean any investment, made in cash or by delivery of any
kind of property or asset, in any Person, whether by acquisitions of stock or
similar interest, or any other obligation or security, or by loan, advance or
capital contribution, or otherwise.

     LASALLE shall mean LaSalle National Bank, a national banking association.

     LETTER OF CREDIT - see SECTION 1.1.3.

     LETTER OF CREDIT APPLICATION shall mean a letter of credit application in
the form then used by BAI for the type of letter of credit requested (with
appropriate adjustments to indicate that any letter of credit issued thereunder
is to be issued pursuant to, and subject to the terms and conditions of, this
Agreement).

     LETTER OF CREDIT COMMITMENTS shall mean the commitment of BAI to issue, and
of each Bank to participate in, the Letters of Credit pursuant to SECTION 1.1.3.

     LOAN DOCUMENTS shall mean this Agreement, the Revolving Notes, the Letter
of Credit Applications and all schedules, certificates, exhibits and notices
delivered pursuant to any of the foregoing.

     LONG TERM LEASE shall mean any lease of any property (whether real,
personal or mixed) whose term (including renewals and extensions) is greater
than one (1) year.

                                      -41-
<PAGE>

     MARGIN shall mean, subject to the next sentence, the following rate based
on the Funded Debt/Operating Cash Flow Ratio as of the end of the Fiscal Quarter
most recently ended, as follows:

         Funded Debt/Operating
          Cash Flow Ratio                     Rate Per Annum
         ---------------------                --------------
          = < 1.0                                   0.625%
          >  1.0 but = < 1.5                        0.750%
          >  1.5 but = < 2.0                        1.000%
          >  2.0 but = < 2.5                        1.250%
          >  2.5 but = < 3.0                        1.500%
     

The applicable Margin shall be adjusted, to the extent applicable, 45 days (or
in the case of the last Fiscal Quarter of any Fiscal Year, 90 days) after the
end of each Fiscal Quarter beginning on the 45th day after the first Fiscal
Quarter ending after the Effective Date, based on the Funded Debt/Operating Cash
Flow Ratio as of the last day of such Fiscal Quarter; IT BEING UNDERSTOOD that
if the Company fails to deliver the certificate required by SECTION 10.1.4 by
the 45th day (or, if applicable, the 90th day) after any Fiscal Quarter, the
applicable margin shall be 1.5% per annum until such certificate is delivered. 
As of the Effective Date, the initial Margin is 0.625% per annum.

     MARGIN STOCK shall mean any "margin stock" as defined in Regulation U of
the Board of Governors of the Federal Reserve System.

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

     OBLIGOR shall mean any Person obligated in respect of any Receivable, and
"RELATED OBLIGOR", when used with reference to any Receivable, shall mean any
Obligor in respect thereof.

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

                                      -42-
<PAGE>

     PENSION PLAN shall mean a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which the
Company or any corporation, trade or business that is, along with the Company, a
member of a controlled group of corporations or a controlled group of trades or
businesses, as described in sections 414(b) and 414(c), respectively, of the
Internal Revenue Code of 1986, as amended or section 4001 of ERISA may have any
liability, including any liability by reason of having been a substantial
employer within the meaning of section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor
under section 4069 of ERISA.

     PERCENTAGE shall mean as to any Bank the percentage set forth opposite 
such Banks name under COLUMN IV of EXHIBIT A.

     PERSON shall mean any natural person, corporation, partnership, trust,
association, governmental authority or unit, or any other entity, whether acting
in an individual, fiduciary or other capacity.

     PERMITTED DISPOSITIONS shall mean the dispositions of the assets of the 
Company set forth on Schedule 10.13.

     RCRA shall mean the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments
of 1984, 42 USC 6901 ET SEQ., and any future amendments.

     REFERENCE RATE shall mean at any time the rate of interest then most
recently announced by BAI at Chicago, Illinois as its reference rate.

     RELEASE shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into
the indoor or outdoor environment, including, without limitation, the
abandonment or discarding of barrels, drums, containers, tanks, and other
receptacles containing or previously containing any Hazardous Material.

     REQUIRED BANKS shall mean (i) if BAI and LaSalle are the only Banks, then
both of the Banks, and (ii) if there are more than two (2) Banks, then Banks
holding at least 51% of the then aggregate outstanding principal amount of the
Revolving Loans then held by the Banks, or, if no such principal amount is then
outstanding, Banks having at least 51% of the Commitments.

     REVOLVING LOAN - see SECTION 1.1.1.

                                      -43-

<PAGE>

     REVOLVING LOAN COMMITMENT shall mean the commitment of each
Bank to make Revolving Loans pursuant to SECTION 1.1.1.

     REVOLVING NOTE - see SECTION 2.1.

     REVOLVING TERMINATION DATE shall mean September 30, 1999.

     SALE AND LEASEBACK shall mean any transaction or series of related
transactions in which the Company or any Subsidiary becomes or remains liable as
lessee or as guarantor or other surety with respect to any lease, whether an
operating lease or a Capital Lease, of any property (whether real or personal or
mixed), whether now owned or hereafter acquired, (i) which the Company or any
Subsidiary has sold or transferred or is to sell or transfer to any other
Person, or (ii) which the Company or any Subsidiary intends to use for
substantially the same purpose as any other property which has been or is to be
sold or transferred by the Company or any Subsidiary to any other Person in
connection with such lease.

     SIGNIFICANT SUBSIDIARY shall mean any Subsidiary as to which the assets or
operating income exceeds 10% of the assets or operating income of the Company
and its Subsidiaries on a consolidated basis.

     STATED AMOUNT shall mean with respect to any Letter of Credit at any date
of determination thereof, the maximum aggregate amount available thereunder at
any time during the then ensuing term of such Letter of Credit under any and all
circumstances, plus the aggregate amount of all unreimbursed payments and
disbursements under such Letter of Credit.

     SUBSIDIARY shall mean, with respect to any Person, a corporation of which
such Person and/or its other Subsidiaries own, directly or indirectly, such
number of outstanding shares as have more than 50% of the ordinary voting power
for the election of directors.  Unless the context otherwise requires, each
reference to Subsidiaries herein shall be a reference to Subsidiaries of the
Company.

     TANGIBLE ASSETS shall mean with respect to any Person, the book value of
all of the assets of such Person less the book value of any intangible assets,
including without limitation, goodwill, franchises, licenses, patents,
trademarks, trade names, service marks and brand names.

     TYPE OF LOAN OR BORROWING means either Floating Rate Loans or borrowings or
Eurodollar Loans or borrowings.


                                      -44-
<PAGE>

     UNMATURED EVENT OF DEFAULT shall mean any event which if it continues
uncured will, with lapse of time or notice or lapse of time and notice,
constitute an Event of Default.

     VOTING STOCK shall mean securities of any class or classes of a
corporation, the holders of which are ordinarily, in the absence of
contingencies, or which are in fact, entitled to elect a majority of the
corporate directors (or Persons performing similar functions) of such
corporation.

     WELFARE PLAN shall mean a "welfare plan", as such term is
defined in section 3(l) of ERISA.

     SECTION 14  THE AGENT.

     SECTION 14.1  AUTHORIZATION.  Each Bank and the holder of each Note
authorizes the Agent to take such actions on behalf of such Bank or holder and
to exercise such powers hereunder, any Letter of Credit Application or any other
document or instrument delivered hereunder or in connection herewith as are
granted to the Agent and/or the Banks pursuant to such documents and are
specifically delegated to the Agent herein and therein in connection with the
administration of and the enforcement of any rights or remedies with respect to
this Agreement, the Revolving Notes, the Letter of Credit Applications or any
other document or instrument delivered hereunder or in connection herewith.  The
general administration of the Revolving Loans shall be with the Agent, subject
to control by the Banks.

     SECTION 14.2  INDEMNIFICATION.  Each Bank and the holder of each Revolving
Note agrees to reimburse and indemnify the Agent for, and hold the Agent
harmless against, a share (determined in accordance with the percentage which
(x) the sum of (A) the participation in all outstanding Letters of Credit of
such Bank plus (E) the principal amount of the Revolving Loans of such Bank or
holder is of (y) the sum of (A) all outstanding Letters of Credit plus (B) the
aggregate principal amount of all Revolving Loans) of any loss, damages,
penalty, action, judgment, obligation, cost, disbursement, liability or expense
(including attorneys, fees) incurred without gross negligence or willful
misconduct on the part of the Agent arising out of or in connection with the
performance of its obligations or the exercise of its powers hereunder or under
any document or instrument delivered hereunder or in connection herewith, as
well as the costs and expenses of defending against any claim against the Agent
arising hereunder or thereunder.

     SECTION 14.3  EXCULPATION.  The Agent shall be entitled to rely upon advice
of counsel concerning legal matters, and upon this Agreement and any Revolving
Note, Letter of Credit Application, 


                                      -45-
<PAGE>

schedule, certificate, statement, report, notice or other writing which it 
believes to be genuine or to have been presented by a proper person.  Neither 
the Agent nor any of its directors, officers, employees or agents shall (a) 
be responsible for any recitals, representations or warranties contained in, 
or for the execution, validity, genuineness, effectiveness or enforceability 
of, this Agreement, any Revolving Note, any Letter of Credit Application or 
any other instrument or document delivered hereunder or in connection 
herewith, (b) be responsible for the validity, genuineness, perfection, 
effectiveness, enforceability, existence, value or enforcement of any 
collateral security, (c) be under any duty to inquire into or pass upon any 
of the foregoing matters, or to make any inquiry concerning the performance 
by the Company or any other Obligor of its obligations, or (d) in any event, 
be liable as such for any action taken or omitted by it or them, except for 
its or their own gross negligence or willful misconduct.  The agency hereby 
created shall in no way impair or affect any of the rights and powers of, or 
impose any duties or obligations upon BAI in its individual capacity.

     SECTION 14.4  CREDIT INVESTIGATION.  Each Bank acknowledges that it has
made such inquiries and taken such care on its own behalf as would have been the
case had such Bank's Commitment been granted, the Letters of Credit issued and
such Bank's Revolving Loans been made directly by such Bank to the Company
without the intervention of the Agent or any other Bank.  Each Bank agrees and
acknowledges that the Agent makes no representations or warranties about the
credit worthiness of the Company or any other party to this Agreement or with
respect to the legality, validity, sufficiency or enforceability of this
Agreement, any Revolving Note or any Letter of Credit Application.

     SECTION 14.5  AGENT AND AFFILIATES.  The Agent shall have the same 
rights and powers hereunder as any other Bank and may exercise or refrain 
from exercising the same as though it were not the Agent, and the Agent and 
its Affiliates may accept deposits from and generally engage in any kind of 
business with the Company or any Subsidiary as if the Agent were not the 
Agent hereunder.

     SECTION 14.6  RESIGNATION.  The Agent may resign as such at any time upon
at least 30 days prior notice to the Company and the Banks.  In the event of any
such resignation, the Banks shall as promptly as practicable appoint a successor
Agent.  If no successor shall have been so appointed, and shall have accepted
such appointment, within 30 days after the giving of notice of such resignation,
then the retiring Agent may, on behalf of the Banks, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United States
of America having a combined capital, surplus and undivided profits of at least


                                      -46-
<PAGE>

$400,000,000.  Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all rights, powers, privileges and duties of the retiring Agent, and
the retiring Agent shall be discharged from all further duties and obligations
under this Agreement.  After any resignation pursuant to this SECTION 14.6, the
provisions of this SECTION 14 shall inure to the benefit of the retiring Agent
as to any actions taken or omitted to be taken by it while it was Agent
hereunder.

     SECTION 15  GENERAL.

     SECTION 15.1  WAIVER; AMENDMENTS.  The provisions of this Agreement and 
of each other Loan Document may from time to time be amended, modified or 
waived, if such amendment, modification or waiver is in writing and consented 
to by the Company and the Required Banks; PROVIDED, however, that no such 
amendment, modification or waiver which would:

     (a)  modify any requirement hereunder that any particular action be taken
by all the Banks or by the Required Banks shall be effective unless consented to
by each Bank;

     (b)  modify this SECTION 15.1, change the definition of "Required Banks",
increase the Commitments or the Percentage of any Bank, reduce any fees
described in Section 5, or extend the Revolving Termination Date shall be made
without the consent of each Bank and each holder of a Revolving Note;

     (c)  extend the due date for, or reduce the amount of, any scheduled
repayment or prepayment of principal or of interest on any Revolving Loan (or
reduce the principal amount of or rate of interest on any Revolving Loan) shall
be made without the consent of each Bank and the holder of the Revolving Note
evidencing such Revolving Loan; or

     (d)  affect adversely the interests, rights or obligations of the Agent QUA
the Agent shall be made without consent of the Agent.

No failure or delay on the part of the Agent, any Bank or the, holder of any
Revolving Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right.  No notice to or
demand on the Company in any case shall entitle it to any notice or demand in
similar or other circumstances.  No waiver or approval by the Agent, any Bank or
the holder of any Revolving Note under this Agreement or any other Loan Document
shall, except as may be otherwise stated in such waiver or approval, be
applicable to 


                                      -47-
<PAGE>

subsequent transactions.  No waiver or approval hereunder shall require any 
similar or dissimilar waiver or approval thereafter to be granted hereunder.

     SECTION 15.2  CONFIRMATIONS.  The Company and each holder of a Revolving 
Note agree from time to time, upon written request received by it from the 
other, to confirm to the other in writing (with a copy of each such 
confirmation to the Agent) the aggregate unpaid principal amount of the 
Revolving Loans then outstanding under the applicable Revolving Note.

     SECTION 15.3  NOTICES.  Except as otherwise provided in SECTIONS 1.3, 1.4
and 3.3, all notices hereunder shall be in writing (including, without
limitation, telex or facsimile transmission) and shall be sent to the applicable
party at its address shown below its signature hereto or at such other address
as such party may, by written notice received by the other parties hereto, have
designated as its address for such purpose.  Notices sent by telex or facsimile
transmission shall be deemed to have been given when sent; notices sent by mail
shall be deemed to have been given three Business Days after the date when sent
by registered or certified mail, postage prepaid; and notices sent by hand
delivery shall be deemed to have been given when received.

     SECTION 15.4  COMPUTATIONS.  Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
consolidation or other accounting computation is required to be made, for the
purpose of this Agreement, such determination or calculation shall, to the
extent applicable and except as otherwise specified in this Agreement, be made
in accordance with GAAP applied on a basis consistent with those in effect as at
the date of the Company's most recent financial statements referred to in
SECTION 10.1.1. If there should be any material change in GAAP after the date
hereof which materially affects the financial covenants in this Agreement, the
parties hereto agree to negotiate in good faith appropriate revisions of such
covenants.

     SECTION 15.5  REGULATION U. Each Bank represents that it in good faith is
not relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in
this Agreement.

     SECTION 15.6  COSTS, EXPENSES AND TAXES.  The Company agrees to pay on
demand (a) all reasonable out-of-pocket costs and expenses of the Agent
(including the reasonable fees and out-of-pocket expenses of counsel for the
Agent) and (b) all reasonable out-of-pocket costs and expenses (including
reasonable attorneys fees and legal expenses and allocated costs of staff
counsel) incurred by the Agent and each Bank in connection with the 


                                      -48-
<PAGE>

enforcement of this Agreement, the Instruments or any such other documents.  
Each Bank agrees to reimburse the Agent for such Banks pro rata share (based 
on its respective Percentage) of any such costs and expenses not paid by the 
Company. In addition, the Company agrees to pay, and to save the Agent and 
the Banks harmless from all liability for, any stamp or other taxes which may 
be payable in connection with the execution and delivery of this Agreement, 
the borrowings hereunder, the issuance of the Revolving Notes or the 
execution and delivery of any other documents provided for herein or 
delivered or to be delivered hereunder or in connection herewith.  All 
obligations provided for in this SECTION 15.6 shall survive repayment of the 
Revolving Loans, cancellation of the Revolving Notes or any termination of 
the Commitments or this Agreement.

     SECTION 15.7  SUBSIDIARY REFERENCES.  The provisions of this Agreement
relating to Subsidiaries shall apply only during such times as the Company has
one or more Subsidiaries.

     SECTION 15.8  CAPTIONS.  Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

     SECTION 15.9  INDEMNIFICATION.

     (a)  The Company hereby agrees to indemnify, exonerate and hold each of the
Agent and each Bank and each of the officers, directors, employees and agents of
each of the Agent and each Bank (collectively herein called the "Bank Parties"
and individually each called a "Bank Party") free and harmless from and against
any and all actions, causes of action, suits, losses, liabilities, damages and
expenses, including, without limitation, reasonable attorneys, fees and
disbursements (collectively herein called the "Indemnified Liabilities"),
incurred by the Banks or any of them as a result of, or arising out of, or
relating to this Agreement, the Revolving Notes, the Letter of Credit
Applications, or any other agreements executed and delivered in connection
therewith, except for any such Indemnified Liabilities arising on account of any
such Bank's gross negligence or willful misconduct.  If and to the extent that
the foregoing undertaking may be unenforceable for any reason, the Company
hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

     (b)  The Company agrees to reimburse the Agent and each Bank and each of
their respective directors, officers, employees and agents (each an "Indemnified
Party") against any and all losses, claims, damages, penalties, judgments,
liabilities and expenses (including all reasonable attorneys and consultants
fees) which any Indemnified Party may pay, incur or become subject to arising
out 

                                      -49-
<PAGE>

of or relating to the use, handling, emission, discharge, transportation,
storage, treatment or disposal of any Hazardous Material at any real property
owned, operated or leased by the Company, except to the extent caused by the
acts or omissions of any Indemnified Party.  All obligations provided for in
this SECTION 15.9 shall survive any termination of this Agreement.

     SECTION 15.10  GOVERNING LAW.  This Agreement and each Revolving Note shall
be a contract made under and governed by the internal laws of the State of
Illinois.  Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.  All obligations of the Company
and rights of the Agent, the Banks and any other holder of a Revolving Note
expressed herein or in any Revolving Note shall be in addition to and not in
limitation of those provided by applicable law.

     SECTION 15.11  COUNTERPARTS.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.

     SECTION 15.12  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding
upon the Company, the Banks and the Agent and their respective successors and
assigns, and shall inure to the benefit of the Company, the Banks and the Agent
and the successors and assigns of the Banks and the Agent.

     SECTION 15.13  WAIVER OF JURY TRIAL.  EACH OF THE COMPANY, THE AGENT AND
EACH BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY REVOLVING NOTE, ANY
LETTER OF CREDIT APPLICATION, AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN WITH THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.

     SECTION 15.14  SECURITIES LAWS.  Each Bank represents that it is the
present intention of such Bank to acquire each Revolving Note drawn to its order
for its own account and not with a view to the distribution or sale thereof,
subject, nevertheless, to the necessity that such Bank remain in control at all
times of the disposition of property held by it for its own account; it being
understood that the foregoing representation shall not affect the 

                                      -50-
<PAGE>

character of the Revolving Loans as commercial lending transactions.




                            [SIGNATURE PAGES FOLLOW]


                                      -51-
<PAGE>

Delivered to Chicago, Illinois, as of the day and year first above written.

                              ALLIED PRODUCTS CORPORATION



                              By:   /s/ Kenneth B. Light 
                                    -----------------------------------
                                        Kenneth B. Light
                              Title:    Executive Vice President and
                                        Chief Financial  Officer

                              By:   /s/ Patrick J. Riley
                                   ------------------------------------
                                        Patrick J. Riley
                              Title:    Vice President and Treasurer

                              10 South Riverside Plaza
                              Chicago, Illinois  60606

                              Facsimile No.:  (312) 454-9608

                              Number for confirmation of
                              facsimiles:  (     ) 
                                            -----  ------ ------
                              Attention:  
                                          ------------------------

<PAGE>
                              BANK OF AMERICA ILLINOIS,
                              as Agent



                              By:   /s/ David A. Johanson       
                                    --------------------------------
                                        David A. Johanson
                                        Title: Vice President

                              Address:  231 South LaSalle Street 
                                        Chicago, Illinois  60697

                              Facsimile No.:  (312) 765-2193
                              Number for confirmation of
                              facsimiles:  (312) 828-1926

                              Attention:  
                                          -------------------------


<PAGE>
                              BANK OF AMERICA ILLINOIS,
                              as a Bank


                              By:   /s/ Barbara Hamel               
                                    ------------------------------
                                        Barbara Hamel
                                        Title: Senior Vice President

                              Address:  231 South LaSalle Street 
                                        Chicago, Illinois  60697

                              Facsimile No.:  (312) 765-2193
                              Number for confirmation of
                              facsimiles:  (312) 828-1926

                              Attention: 
                                          -------------------------
<PAGE>

                              LASALLE NATIONAL BANK



                              By: /s/ David Knapp  
                                  ---------------------------------
                                      David Knapp
                                      Vice President


                              Address:  120 South LaSalle Street
                                        Chicago, Illinois  60603

                              Facsimile No.:  (312) 781-8544
                              Number for confirmation of
                              facsimiles:  (312) 781-8517

                              Attention:  David Knapp

<PAGE>


                                    EXHIBIT A

                        COMMITMENT LIMITS AND PERCENTAGES

<TABLE>
<CAPTION>
                                Column I:             Column II:             Column III:              Column IV:

                                Amount of             Amount of Letter       Total Amount of 
                                Revolving Loan        of Credit              Commitments              Percentage
Name of Bank                    Commitment            Commitment              

<S>                            <C>                    <C>                  <C>                         <C>>
BANK OF AMERICA                  $ 70,000,000         $14,000,000           $70,000,000                     70%
ILLINOIS

LASALLE NATIONAL BANK            $ 30,000,000         $ 6,000,000           $30,000,000                     30%
                                   ----------          ----------            ----------                     --
                 TOTALS          $100,000,000         $20,000,000          $100,000,000                    100%
                                                                                                               
</TABLE>

<PAGE>
                                    EXHIBIT B

                                     FORM OF
                                 REVOLVING NOTE


$ __________________                                             August __, 1996
                                                               Chicago, Illinois

     On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of __________________ at the principal office of BANK OF
AMERICA ILLINOIS (the "Agent"), in Chicago, Illinois _______________ Dollars
($_______) or, if less, the aggregate unpaid amount of all Revolving Loans made
by the payee to the undersigned pursuant to the Credit Agreement (as shown in
the records of the payee or, at the payee's option, on the schedule attached
hereto and any continuation thereof).

     The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan evidenced hereby from the date of such Revolving
Loan until such Revolving Loan is paid in full, payable at the rate(s) and at
the time(s) set forth in the Credit Agreement.  Payments of both principal and
interest are to be made in lawful money of the United States of America.

     This Revolving Note evidence indebtedness incurred under, and is subject to
the terms and provisions of, the Amended and Restated Credit Agreement, dated as
of August 16, 1996 (herein, as further amended or otherwise modified from time
to time, called the "Credit Agreement"), between the undersigned, various banks
(including the payee) and the Agent, to which Credit Agreement reference is
hereby made for a statement of the terms and provisions under which this
Revolving Note may or must be paid prior to its due date or may have its due
date accelerated.  Terms used but not otherwise defined herein are used herein
as defined in the Credit Agreement.

     In addition to and not in limitation of the foregoing and the provisions of
the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all reasonable expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Revolving Note in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.

     This Revolving Note is made under and governed by the internal laws of the
State of Illinois.

<PAGE>

     This Note is issued in replacement of a Note issued pursuant to a Credit
Agreement dated as of March 17, 1994, as amended.  The indebtedness evidenced by
this Note represents an extension and renewal of indebtedness owing to the
payee.


                                   ALLIED PRODUCTS CORPORATION

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


<PAGE>

Schedule Attached to Revolving Note dated August 16, 1996 of THE COMPANY payable
to the order of
--------------------------------------------------------------------------------

Date and Amount     Date and Amount
of Revolving        of Repayment or
Loan or of          of Conversion
Conversion from     into another                    Unpaid      Notation Made
another type of     type of          Interest       Principal   by
Revolving Loan      Revolving Loan   Period         Balance   


                             1.  FLOATING RATE LOANS

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                              2.  EURODOLLAR LOANS

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