Prepared by MerrillDirect





CREDIT AGREEMENT



among



MONACO COACH CORPORATION

ROYALE COACH BY MONACO, INC.

and

MCC ACQUISITION CORPORATION

as Borrowers



THE LENDERS NAMED HEREIN,

as Lenders



U.S. BANK NATIONAL ASSOCIATION,

as Administrative Lender,

Swingline Lender, and

L/C Bank



 


TOTAL COMMITMENT — $50,000,000



JANUARY  12, 2001











CONTENTS


ARTICLE
I.      DEFINITIONS


1.1        DEFINED TERMS



1.2        ACCOUNTING AND FINANCIAL DETERMINATIONS



1.3        HEADINGS



1.4        ADDITIONAL DEFINITION PROVISIONS



ARTICLE
II.     APPOINTMENT OF BORROWERS' AGENT;
JOINT AND SEVERAL LIABILITY


2.1        APPOINTMENT OF AGENT



2.2        AUTHORIZED REPRESENTATIVES



2.3        JOINT AND SEVERAL LIABILITY; RIGHTS OF
CONTRIBUTION



ARTICLE
III.   THE CREDITS


3.1        REVOLVING LOANS



3.2        SWING LOANS



3.3        LETTER OF CREDIT FACILITY



3.4        INTEREST/FEES



3.5        INTEREST OPTIONS



3.6        OTHER PAYMENT TERMS



3.7        FUNDING



3.8        PRO RATA TREATMENT



3.9        CHANGE OF CIRCUMSTANCES



3.10      TAXES ON PAYMENTS



3.11      FUNDING LOSS INDEMNIFICATION



ARTICLE IV.   ADMINISTRATION


4.1        STATEMENTS



4.2        PAYMENTS



ARTICLE
V.     SECURITY


5.1        GRANT OF SECURITY INTEREST



5.2        PERFECTION; DUTY OF CARE



ARTICLE VI.   REPRESENTATIONS AND WARRANTIES


6.1        LEGAL STATUS; SUBSIDIARIES



6.2        DUE AUTHORIZATION; NO VIOLATION



6.3        GOVERNMENT APPROVAL, REGULATION



6.4        VALIDITY; ENFORCEABILITY



6.5        CORRECTNESS OF FINANCIAL STATEMENTS



6.6        TAXES



6.7        LITIGATION, LABOR CONTROVERSIES



6.8        TITLE TO PROPERTY, LIENS



6.9        ERISA



6.10      OTHER OBLIGATIONS



6.11      ENVIRONMENTAL MATTERS



6.12      NO BURDENSOME RESTRICTIONS; NO DEFAULTS



6.13      NO OTHER VENTURES



6.14      INSURANCE



6.15      FORCE MAJEURE



6.16      INTELLECTUAL PROPERTY



6.17      CERTAIN INDEBTEDNESS



6.18      SOLVENCY



6.19      CHIEF EXECUTIVE OFFICE AND OTHER LOCATIONS



6.20      FISCAL YEAR



6.21      COMPLIANCE WITH LAW



6.22      NO SUBORDINATION



6.23      TRUTH,
ACCURACY OF INFORMATION



ARTICLE
VII.  CONDITIONS


7.1        CONDITIONS OF INITIAL EXTENSION OF
CREDIT



7.2        CONDITIONS OF EACH EXTENSION OF CREDIT



ARTICLE VIII. AFFIRMATIVE COVENANTS


8.1        PAYMENTS



8.2        ACCOUNTING RECORDS



8.3        INFORMATION AND REPORTS



8.4        COMPLIANCE



8.5        INSURANCE



8.6        FACILITIES



8.7        TAXES AND OTHER LIABILITIES



8.8        LITIGATION



8.9        NOTICE TO ADMINISTRATIVE LENDER



8.10      CONDUCT OF BUSINESS



8.11      PRESERVATION OF CORPORATE EXISTENCE, ETC.



8.12      ACCESS



8.13      PERFORMANCE AND COMPLIANCE WITH OTHER
COVENANTS



8.14      FISCAL YEAR; ACCOUNTING PRACTICES



8.15      ENVIRONMENTAL



8.16      LIENS



8.17      FUTURE SUBSIDIARIES



8.18      USE OF PROCEEDS



8.19      FURTHER ASSURANCES



ARTICLE IX.   NEGATIVE COVENANTS


9.1        LIENS



9.2        INDEBTEDNESS



9.3        RESTRICTED PAYMENTS, REDEMPTIONS



9.4        MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC.



9.5        INVESTMENTS



9.6        CHANGE IN NATURE OF BUSINESS



9.7        PLANS



9.8        CANCELLATION OF INDEBTEDNESS OWED TO IT



9.9        MARGIN REGULATIONS



9.10      ENVIRONMENTAL



9.11      TRANSACTIONS WITH AFFILIATES



9.12      NEW COLLATERAL LOCATION; NAME CHANGE



9.13      NO SPECULATIVE TRANSACTIONS



ARTICLE X.    FINANCIAL COVENANTS


10.1      LEVERAGE RATIO



10.2      CURRENT RATIO



10.3      FIXED CHARGE COVERAGE RATIO



10.4      TANGIBLE NET WORTH



ARTICLE XI.   EVENTS OF DEFAULT


11.1      EVENTS OF DEFAULT



11.2      REMEDIES



11.3      ADMINISTRATIVE LENDER AS BORROWERS'
ATTORNEY



ARTICLE XII.  ADMINISTRATIVE LENDER


12.1      ACTIONS



12.2      RELIANCE BY ADMINISTRATIVE LENDER



12.3      EXCULPATION



12.4      SUCCESSOR



12.5      LOANS BY U.S. BANK



12.6      CREDIT DECISIONS



ARTICLE XIII.
MISCELLANEOUS


13.1      NOTICES



13.2      COSTS,
EXPENSES, ATTORNEYS' FEES



13.3      INDEMNIFICATION



13.4      WAIVERS, AMENDMENTS



13.5      SUCCESSORS AND ASSIGNS



13.6      SETOFF



13.7      NO WAIVER; CUMULATIVE REMEDIES



13.8      ENTIRE AGREEMENT



13.9      NO THIRD PARTY BENEFICIARIES



13.10    CONFIDENTIALITY



13.11    TIME



13.12    SEVERABILITY OF PROVISIONS



13.13    GOVERNING LAW



13.14    SUBMISSION TO JURISDICTION



13.15    WAIVER OF JURY TRIAL



13.16    COUNTERPARTS



13.17    OREGON STATUTORY NOTICE






 



SCHEDULES



I            Lenders

II           Pricing Schedule

III         Existing Letters of Credit


EXHIBITS



A          Borrowing Base Certificate

B           Note Forms

C           Notice of Authorized
Representatives

D          Notice of Borrowing

E           Notice of Conversion or
Continuation

F           Form of Chief Financial
Officer's Certificate

G           Assignment Agreement










CREDIT AGREEMENT



             THIS CREDIT AGREEMENT is entered
into as of January 12, 2001 by and among MONACO COACH CORPORATION, a
Delaware corporation ("Parent"), ROYALE COACH BY MONACO, INC., an
Indiana corporation, and MCC ACQUISITION CORPORATION, a Delaware corporation
(each of the foregoing parties individually referred to as "Borrower"
and all collectively referred to as "Borrowers"), each of the
financial institutions from time to time listed on Schedule I
attached hereto, as amended from time to time, and U.S. BANK NATIONAL
ASSOCIATION ("US Bank"), as the administrator for the Lenders (in
such capacity, "Administrative Lender").


RECITALS



             Borrowers have requested from
Lenders the credit facilities described herein, and Lenders and Administrative
Lender have agreed to provide said credit facilities to Borrowers on the terms
and conditions contained herein.


             NOW, THEREFORE, in consideration of
the mutual covenants and promises of the parties contained herein,
Administrative Lender, Lenders and Borrowers hereby agree as follows:




ARTICLE I.     DEFINITIONS




             1.1        DEFINED TERMS


             All terms defined above shall have
the meanings set forth above.  The
following terms shall have the meanings set forth below (with all such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):


             "Accounts" means
(i) all "accounts" as defined in the Code and (ii) all
presently existing and hereafter arising rights to payment of a monetary
obligation, whether or not earned by performance.


             "Administrative Lender's Office"
means (i) initially, Administrative Lender's office designated as such in Schedule I
hereto, and (ii) subsequently, such other office designated as such, from
time to time, in writing by Administrative Lender to Lenders and Borrower.


             "Agreement" means this
Credit Agreement as amended, modified or supplemented from time to time.


             "Applicable Lending Office"
means, with respect to each Lender, (i) initially, its office designated
as such in Schedule I hereto, and (ii) subsequently, such other
office designated as such from time to time in writing by such Lender to
Administrative Lender.


             "Applicable Rate" means,
at any date, the lesser of (a) the Highest Lawful Rate or (b) the
following:  (i) with respect to
each Prime Rate Loan (other than a Swing Loan), a per annum rate equal to the
Prime Rate in effect on such date less 75 basis points; (ii) with respect
to each Swing Loan, a per annum rate equal to Prime Rate in effect on such date
less 75 basis points; and (iii) with respect to each LIBOR Loan, a per
annum rate equal to the sum of LIBOR plus the applicable LIBOR Margin, both as
determined on the second Business Day before the first day of the applicable
Fixed Rate Term.


             "Approved Dealer Financing Agreement"
means (i) agreements entered into by a Borrower in the ordinary course of
business with financial institutions providing floor-plan financing to
customers who purchase finished goods inventory of Borrowers, which
institutions have credit ratings of BBB or better from Standard & Poor's
Corporation, and the terms of which agreements (including repurchase
obligations) are both customary in the recreational vehicle industry and are no
less favorable in all material respects to Borrowers that those in effect as of
the Closing Date.


             "Approved Sale" means a
sale by Borrower to a customer evidenced by an account which has been approved
for payment by a lender in accordance with an Approved Dealer Financing
Agreement.


             "Authorized Representative"
means a person designated as such by Borrower's Borrowers' Agent in a Notice of
Authorized Representatives delivered to Administrative Lender.


             "Available Credit" means,
at any time, the amount by which (a) the lesser of (i) the total of
the Revolving Loan Commitments or (ii) the Borrowing Base is greater than
(b) the total of the outstanding principal amount of the Revolving Loans,
the Letter of Credit Obligations and Swing Loans.


             "BT Liens" means the
Liens granted by one or more Borrowers to Bankers Trust to secure certain
obligations of one or more Borrowers, all of which obligations have been fully
paid and satisfied.


             "Bankruptcy Code" means
the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or
recodified from time to time, including (unless the context otherwise requires)
any rules or regulations promulgated thereunder.


             "Borrowers' Agent" means
Parent in its capacity as agent for the Borrowers.


             "Borrowing Base" means,
as of any date of determination, an amount equal to the following amount:


             (a)         85%
of the outstanding Eligible Accounts; and



             (b)        plus
the total of 50% of Eligible Inventory consisting of raw materials and 90% of
Eligible Inventory consisting of finished goods, in each instance valued at the
lower of cost (determined on a "first in, first out" basis) or market
value, less the outstanding balance of all chassis accounts payable.



             "Borrowing Base Certificate"
means a certificate substantially in the form of Exhibit A attached
hereto.


             "Business Day" means
(a) for all purposes other than as covered by clause (b) below, any
day other than a Saturday, Sunday or other day on which commercial banks are
authorized or required to be closed in Portland, Oregon, Minneapolis, Minnesota
or New York, New York, and (b) with respect to all notices,
determinations, fundings and payments in connection with any LIBOR interest
selection or LIBOR Loan, any day that is a Business Day described in
clause (a) above and that also is a day for trading by and between banks
in U.S. Dollar deposits in the London interbank eurocurrency market.


             "Capitalized Lease"
means, as to any Person, any lease of property by such Person as lessee that
would be capitalized on a balance sheet of such Person prepared in accordance
with GAAP.


             "Capitalized Lease Obligations"
means, as to any Person, the capitalized amount of all obligations of such
Person and its subsidiaries under Capitalized Leases, as determined on a
consolidated basis in accordance with GAAP.


             "Cash Equivalent Investment"
means, at any time: (a) any evidence of indebtedness, maturing not more
than one year after such time, issued or guaranteed by the United States
government; (b) commercial paper, maturing not more than nine months from
the date of issue, which is issued by (i) a corporation (other than an
affiliate of any Obligor) organized under the laws of any state of the United
States or of the District of Columbia and rated at least A-1 by Standard &
Poor's Corporation or P-1 by Moody's Investors Service, Inc.,
or (ii) any Lender (or its holding company); (c) any certificate
of deposit or bankers acceptance, maturing not more than one year after such
time, which is issued by either (i) a commercial banking institution that
is a member of the Federal Reserve System and has a combined capital and
surplus and undivided profits of not less than $500,000,000, or (ii) any
Lender; (d) any repurchase agreement entered into with any Lender (or
other commercial banking institution of the stature referred to in
clause (c)(i)) which (i) is secured by a fully perfected security interest
in any obligation of the type described in any of clauses (a) through (c), and
(ii) has a market value at the time such repurchase agreement is entered
into of not less than 100% of the repurchase obligation of such Lender (or
other commercial banking institution) thereunder; (e) investments
permitted under any investment policy adopted by Borrower and approved by
Administrative Lender; or (f) any mutual fund holding investments
consisting of at least 95% of the foregoing.


             "Change in Control" means
the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 35% or more
of the outstanding shares of voting stock of Borrower.


             "Change of Law" means the
adoption of any Governmental Rule, any change in any Governmental Rule or the
application or requirements thereof (whether such change occurs in accordance
with the terms of such Governmental Rule as enacted, as a result of amendment
or otherwise), any change in the interpretation or administration of any
Governmental Rule by any Governmental Authority, or compliance by any Lender
(or any entity controlling a Lender) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority.


             "Closing Date" means the
date of this Agreement.


             "Code" means the Uniform
Commercial Code of the State of Oregon, as amended from time to time
(including, without limitation, amendments to defined terms).


             "Collateral" means all of
Borrowers' assets, including, without limitation, (a) all Accounts, Rights
to Payment, General Intangibles, Records, goods, fixtures, inventory,
equipment, money, letter of credit rights, supporting obligations, instruments,
chattel paper, deposit accounts, documents, investment property, and commercial
tort claims; (b) all products, proceeds, rents and profits of the
foregoing; and (c) all of the foregoing, whether now owned or existing or
hereafter acquired or arising or in which Borrower now has or hereafter
acquires any rights.


             "Commitment" means any
obligation of a Lender to extend credit or any other financial accommodation
under any of the Loan Documents.


             "Commodity Contracts"
means commodity options, futures, swaps, and other similar agreements and
arrangements designed to provide protection against fluctuations in commodity
prices.


             "Contaminant" means any
pollutant, hazardous substance, toxic substance, hazardous waste or other
substance regulated or forming the basis of liability under any Environmental
Law.


             "Contingent Obligation"
means, as applied to any Person, any direct or indirect liability, contingent
or otherwise, of such Person with respect to any Indebtedness or Contractual
Obligation of another Person, if the purpose or intent of such Person in
incurring the Contingent Obligation is to provide assurance to the obligee of
such Indebtedness or Contractual Obligation that such Indebtedness or
Contractual Obligation will be paid or discharged, or that any agreement
entered into by such other Person relating to such Indebtedness or Contractual
Obligation will be complied with, or that any holder of such Indebtedness or
Contractual Obligation will be protected against loss in respect thereof.  Contingent Obligations of a Person include,
without limitation, (a) the direct or indirect guarantee, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of an
obligation of another Person, and (b) any liability of such Person for an
obligation of another Person through any agreement (contingent or otherwise)
(i) to purchase, repurchase or otherwise acquire such obligation or any
security therefor, or to provide funds for the payment or discharge of such
obligation (whether in the form of a loan, advance, stock purchase, capital
contribution or otherwise), (ii) to maintain the solvency or any balance
sheet item, level of income or financial condition of another Person,
(iii) to make take-or-pay or similar payments, if required, regardless of
nonperformance by any other party or parties to an agreement, (iv) to
purchase, sell or lease (as lessor or lessee) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such obligation or to assure the holder of such obligation against loss, or
(v) to supply funds to or in any other manner invest in such other Person
(including, without limitation, to pay for property or services irrespective of
whether such property is received or such services are rendered), if in the
case of any agreement or liability described under subclauses (i) through (v)
of this sentence the primary purpose or intent thereof is as described in the
preceding sentence.  The amount of any
Contingent Obligation shall be equal to the lesser of (A) the amount
payable under such Contingent Obligation (if quantifiable) or (B) the
portion of the obligation so guaranteed or otherwise supported.


             "Contractual Obligation"
of any Person means any obligation, agreement, undertaking or similar provision
of any security issued by such Person or of any agreement, undertaking,
contract, lease, indenture, mortgage, deed of trust or other instrument to
which such Person is a party or by which it or any of its property is bound or
to which any of its property is subject.


             "Current Ratio" means, as
of the end of a fiscal quarter, the ratio of (a) Parent's
consolidated current assets (exclusive of notes and receivables from a
Subsidiary or any affiliate, shareholder, officer, director or employee of any
Borrower or Subsidiary) to (b) the total of Parent's consolidated
current liabilities and, without duplication, the outstanding principal balance
of the Revolving Loans.


             "Debt" of any Person
means, without duplication, (a) all obligations of such Person for borrowed
money and all obligations of such Person evidenced by bonds, debentures, notes,
bills or other similar instruments; (b) all obligations, contingent or otherwise,
relative to the face amount of all letters of credit, whether or not drawn, and
banker's acceptances issued for such Person's account; (c) all Capitalized
Lease Obligations and Other Lease obligations of such Person; (d) whether or
not so included as liabilities in accordance with GAAP, all obligations of such
Person to pay the deferred purchase price of property or services, and
indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;
and (e) all Contingent Liabilities of such Person in respect of any of the
foregoing, other than Contingent Liabilities in connection with an Approved
Dealer Financing Agreement.  For
purposes of determining the amount of Debt in a circumstance when the creditor
has recourse only to specified assets, the amount shall be the lesser of
(i) the amount of such obligation or (ii) the fair market value of
such assets.


             "Default" means
(i) an Event of Default, (ii) an event or condition that with the
giving of notice or the passage of time, or both, would constitute an Event of
Default, or (iii) the filing against Borrower of a petition commencing an
involuntary case under the Bankruptcy Code.


             "Disclosure Letter" means
the Disclosure Letter from Borrowers' Agent to Administrative Lender dated the
Closing Date.


             "EBITDA" means, as of the
end of a fiscal quarter, Parent's consolidated net income after taxes for the
twelve months ending with such quarter plus (A) the sum of the amounts
for such twelve month period included in determining such net income of
(i) interest expense, (ii) income tax expense, (iii) depreciation
expense, (iv) amortization expense, and (v) extraordinary non-cash
losses and charges and other non-recurring non-cash losses and charges; less
(B) gains on sales of assets (excluding sales of inventory in the ordinary
course of business) and other extraordinary non-cash gains for such twelve
month period.


             "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended or recodified from
time to time, including (unless the context otherwise requires) any rules or
regulations promulgated thereunder.


             "Eligible Accounts" means
those Accounts that Administrative Lender determines in the Good Faith exercise
of its discretion to be eligible for inclusion in the Borrowing Base.  General criteria for Eligible Accounts may
be established and revised from time to time by Administrative Lender in Good
Faith.  Without limiting such discretion
as to other Accounts, the following Accounts shall not be Eligible Accounts:


             (i)          Accounts
that do not consist of ordinary trade accounts receivable owned by Borrower,
payable in cash in United States Dollars and arising out of the final sale of
recreational vehicles in the ordinary course of Borrower's business as
presently conducted by it;



             (ii)         Accounts with respect to which Borrower failed to issue an
original invoice at the agreed-upon purchase price to the account debtor
promptly after delivering such goods to the account debtor;



             (iii)        Accounts with respect to which more than 60 days have elapsed
since the date of the original invoice applicable thereto;



             (iv)       Accounts with respect to which the account debtor is an
affiliate of Borrower or any officer, employee, or agent of the account debtor
is an officer, employee or agent of or affiliated with Borrower directly or
indirectly by virtue of family membership, ownership, control, management or
otherwise;



             (v)        Accounts
with respect to which the account debtor is a Governmental Authority, except
for those Accounts as to which Borrower has assigned its right to payment
thereof to Administrative Lender, and the assignment has been acknowledged,
pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C.
§ 3727);



             (vi)       the chief executive office of the account debtor with respect
to such Account is not located in the United States of America, unless
(A) the account debtor has delivered to Borrower an irrevocable letter of
credit issued or confirmed by a bank satisfactory to Administrative Lender,
sufficient to cover such Account, in form and substance satisfactory to Administrative
Lender, and, if required by Administrative Lender, the original of such letter
of credit has been delivered to Administrative Lender or Administrative
Lender's agent and the issuer thereof notified of the assignment of the
proceeds of such letter of credit to Administrative Lender, (B) such
Account is subject to credit insurance payable to Administrative Lender issued
by an insurer and on terms and in an amount acceptable to Administrative
Lender, (C) the account debtor resides in a province of Canada that
recognizes Administrative Lender's perfection and enforcement rights as to
Accounts by reason of the filing of a UCC financing statement in Oregon or by
reason of other methods of perfection that have been completed, or
(D) such Account is otherwise acceptable in all respects to Administrative
Lender;



             (vii)      Accounts with respect to which Administrative Lender does not
have a valid and prior, fully perfected Lien or which are not free of all Liens
or other claims (including, without limitation, claims for rebates, credits,
allowances or adjustments, but "other claims" shall not include
Approved Sales) of all other Persons;



             (viii)     Accounts with respect to which the account debtor is the subject
of bankruptcy or a similar insolvency proceeding, or has made an assignment for
the benefit of creditors, or whose assets have been conveyed to a receiver or
trustee, or who has failed or suspended or gone out of business;



             (ix)        Accounts with respect to which the account debtor's
obligation to pay the Accounts is conditional upon the account debtor's
approval to the extent such Accounts exceed $300,000 in the aggregate;



             (x)         Accounts
from an account debtor to the extent that the account debtor's indebtedness to
Borrowers (whether evidenced by such Accounts or otherwise) exceeds an amount
which is greater than 25% of the face amount (less maximum discounts, credits
and allowances which may be taken by or granted to account debtors in
connection therewith) of all then outstanding Eligible Accounts, but only to
the extent of the excess over 25%;



             (xi)        Accounts owed by a particular account debtor if 25% or more
of the aggregate Accounts then owed to Borrowers by that account debtor and its
affiliates are not Eligible Accounts;



             (xii)       Accounts that represent a prepayment or progress payment or a
partial payment under an installment contract;



             (xiii)      Accounts that are evidenced by a promissory note or other
instrument; and



             (xiv)      Accounts with respect to which the account debtor is located in
any jurisdiction requiring the timely filing by Borrower of a report or
document before such Account is created in order to bring suit or otherwise
enforce its remedies against such account debtor in the courts or through any
judicial process of such jurisdiction, unless Borrower has filed, or is exempt
from filing, such a report.



             Administrative Lender shall have the right, but not the
duty, to declare particular accounts ineligible.  The fact that Administrative Lender has not declared a particular
account ineligible shall not be deemed to be a determination or representation
by Administrative Lender or any Lender as to the creditworthiness or financial
condition of any account debtor. 
Because of banking relationships between account debtors of Borrower and
Administrative Lender or a Lender, Administrative Lender or a Lender may have
information about the creditworthiness of such account debtors; however,
neither Administrative Lender nor any Lender shall have any duty to Borrowers
to disclose information it may have about any of Borrowers' account debtors and
Borrowers shall have no right to rely upon any action or inaction of
Administrative Lender or any Lender concerning the creditworthiness or
financial condition of Borrowers' account debtors.  BORROWERS HEREBY COVENANT NOT TO SUE AND TO HOLD HARMLESS LENDERS AND
ADMINISTRATIVE LENDER AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SUCCESSORS AND ASSIGNS FOR AND FROM ANY AND ALL DAMAGES, LIABILITY, OR CLAIMS
OF LIABILITY, WHETHER KNOWN OR UNKNOWN, OF ANY NATURE ARISING OUT OF OR BASED
IN WHOLE OR IN PART UPON ADMINISTRATIVE LENDER'S OR ANY LENDER'S FAILURE TO
DISCLOSE UNFAVORABLE INFORMATION ABOUT AN ACCOUNT DEBTOR OF BORROWER TO
BORROWERS, OR ADMINISTRATIVE LENDER'S FAILURE TO TREAT AS INELIGIBLE THE
ACCOUNT OF AN ACCOUNT DEBTOR OF BORROWER ABOUT WHOM ADMINISTRATIVE LENDER OR
ANY LENDER HAS UNFAVORABLE INFORMATION.


             "Eligible Inventory"
means inventory that Administrative Lender determines in the Good Faith
exercise of its discretion to be eligible for inclusion in the Borrowing Base.  General criteria for Eligible Inventory may
be established and revised from time to time by Administrative Lender in Good
Faith.  Without limiting such discretion
as to other inventory, the following inventory shall in any event not
constitute Eligible Inventory:


             (i)          finished
goods that are not held by Borrower for sale as inventory in the ordinary
course of Borrower's business as presently conducted by it or that are
obsolete, not in good condition, not of merchantable quality or not salable in
the ordinary course of Borrower's business or that are subject to defects that
would affect their market value;



             (ii)         inventory that Administrative Lender, in the Good Faith
exercise of its discretion  determines
to be unacceptable due to age, type, category or quantity;



             (iii)        work in process;



             (iv)       inventory in the possession of any Person other than Borrower,
except (subject to any additional requirements imposed by Administrative
Lender, in the Good Faith exercise of its discretion to protect Borrower's title
thereto or Administrative Lender's Lien therein) goods held in storage solely
for the account of Borrower, if the Person in possession has acknowledged in
writing Administrative Lender's Lien thereon and has not issued a negotiable
document of title as to the goods; provided, that notwithstanding the
foregoing, (A) up to $500,000 of inventory located on premises of
subcontractors and (B) up to $5,000,000 of finished goods inventory located at
trade shows or rallies (or in transit for such purposes) shall not be excluded
from Eligible Inventory by virtue of this item (iv);



             (v)        inventory
with respect to which Administrative Lender does not have a valid and prior,
fully perfected Lien and that is not free of all other Liens, other than
Permitted Liens not described in items (a) and (g) of the definition of
"Permitted Liens;"



             (vi)       inventory in the possession of a warehouseman or other bailee
if Administrative Lender has not received a bailee letter acceptable to
Administrative Lender from such warehouseman or bailee; and



             (vii)      except as provided in item (iv), inventory located on premises
leased by Borrower if Administrative Lender has not received a landlord's
waiver acceptable to Administrative Lender with respect to such premises to the
extent the aggregate value of all such inventory exceeds $5,000,000.



             "Environmental Law" means
all applicable federal, state and local laws, statutes, ordinances and
regulations, and any applicable judicial or administrative interpretation,
order, consent decree or judgment, relating to the regulation and protection of
the environment.  Environmental Laws
include but are not limited to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et
seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C.
§ 180 et seq.); the Federal Insecticide, Fungicide, and Rodenticide
Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation
and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic
Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the
Clean Air Act, as amended (42 U.S.C. § 740 et seq.); the
Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et
seq.); and the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et
seq.), and their state and local counterparts or equivalents and any
applicable transfer of ownership notification or approval statutes.


             "Environmental Liabilities and Costs"
means, as to any Person, all liabilities, obligations, responsibilities, Remedial
Actions, losses, damages, punitive damages, consequential damages, treble
damages, costs and expenses (including, without limitation, all fees,
disbursements and expenses of counsel, experts and consultants and costs of
investigation and feasibility studies), fines, penalties, sanctions and
interest incurred as a result of any claim or demand by any other Person,
whether based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute, including, without limitation, any thereof arising
under any Environmental Law, Permit, order or agreement with any Governmental
Authority or other Person, and which relate to any violation or alleged
violation of an Environmental Law or a Permit, or a Release or threatened
Release.


             "Event of Default" has
the meaning set forth in Section 11.1 hereof.


             "Federal Funds Rate"
means, for any day, the weighted average of the per annum rates on overnight
Federal funds transactions with member banks of the Federal Reserve System
arranged by Federal funds brokers as published by the Federal Reserve Bank of
New York for such day (or, if such rate is not so published for any day, the
average rate quoted to Administrative Lender on such day by three Federal funds
brokers of recognized standing selected by Administrative Lender).


             "Fee Percentage" means
the number of basis points determined in accordance with Schedule II.


             "Fixed Charge Coverage Ratio"
means, as of the end of a fiscal quarter, the ratio of (A) EBITDA, less
the sum of the following for the twelve month period ending with such quarter:
(i) Parent's consolidated income tax expense; (ii) cash dividends and
distributions paid in respect of Parent's Stock; and (iii) capital
expenditures to the extent not financed with either long-term debt or proceeds
of Revolving Loans to (B) the sum of the following for the twelve
month period ending with such quarter: (i) Parent's consolidated interest
expense; and (ii) scheduled principal payments of Debt of Parent and the
Subsidiaries.


             "Fixed Rate Term" means a
period of one, two, three or six months, as designated by Borrowers' Agent,
during which a Loan bears interest determined in relation to LIBOR; provided,
however, that no Fixed Rate Term may extend beyond the Maturity Date, and if
the last day of a Fixed Rate Term is not a Business Day, such term shall be
extended to the next succeeding Business Day, or if the next succeeding
Business Day falls in another calendar month, such term shall end on the next
preceding Business Day.


             "Foreign Subsidiary"
means any Subsidiary that is a "controlled foreign corporation" as
that term is used in the Internal Revenue Code.


             "GAAP" means generally
accepted accounting principles as in effect in the United States from time to
time, consistently applied.


             "General Intangibles"
means (i) all "general intangibles" as defined in the Code and
(ii) all tax and duty refunds, registered and unregistered patents,
trademarks, service marks, copyrights, trade names, applications for the
foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer
lists, licenses, whether as licensor or licensee, choses in action, causes of
action and other claims, judgments in favor of Borrower, leasehold interests in
equipment, software and payment intangibles.


             "Good Faith" means honesty
in fact in the conduct or transaction concerned, without regard to whether
standards that might be deemed commercially reasonable have been observed.


             "Governmental Authority"
means any domestic or foreign national, state or local government, any political
subdivision thereof, any department, agency, authority or bureau of any of the
foregoing, or any other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government,
including the Federal Deposit Insurance Corporation, the Federal Reserve Board,
the Comptroller of the Currency, any central bank or any comparable authority.


             "Governmental Rule" means
any applicable law, rule, regulation, ordinance, order, code interpretation,
judgment, decree, directive, guidelines, policy or similar form of decision of
any Governmental Authority.


             "Highest Lawful Rate"
means, at the particular time in question, the maximum rate of interest which,
under applicable law, Lenders are then permitted to charge Borrowers on the
applicable Loan, and if the maximum rate changes at any time, the Highest
Lawful Rate shall increase or decrease, as the case may be, as of the effective
time of each such change, without notice to Borrowers.


             "Indebtedness" of any
Person means, without duplication, (a) all liabilities of such Person as
determined in accordance with GAAP, (b) all obligations of such Person
created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property), (c) all
lease obligations of such Person (including, without limitation, operating leases,
Capitalized Leases and Other Leases), (d) all Contingent Obligations of
such Person, (e) all obligations of such Person to purchase, redeem,
retire, defease or otherwise acquire for value any Stock or Stock Equivalents
of such Person with a mandatory repurchase or redemption date of less than ten
years from the date of issuance thereof, (f) all obligations secured by
(or for which the holder of such obligations has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in property owned by such
Person, even though such Person has not assumed or become liable for the
payment of such obligations, (g) all liabilities of such Person in
connection with the failure to make when due any contribution or payment
pursuant to or under any Plan and (h) net liabilities of such Person under
all Commodity Contracts and Interest Rate Contracts.  For purposes of determining the amount of Indebtedness in a
circumstance when the creditor has recourse only to specified assets, the
amount shall be the lesser of (i) the amount of such obligation or
(ii) the fair market value of such assets.


             "Indemnitees" has the
meaning set forth in Section 13.3 hereof.


             "Indemnified Liabilities"
has the meaning set forth in Section 13.3.


             "Interest Rate Contracts"
means interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements, interest rate insurance, and other agreements or
arrangements designed to provide protection against fluctuations in interest
rates.


             "Investment" means, relative
to any Person, (a) any loan or advance made by such Person to any other Person
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business) and (b) any ownership or similar
interest held by such Person in any other Person.  The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon (and
without adjustment by reason of the financial condition of such other Person)
and shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to
the fair market value of such property.


             "L/C Bank" means U.S.
Bank.


             "Lenders" means,
collectively, each of the financial institutions from time to time listed on Schedule I,
L/C Bank and Swingline Lender, and "Lender" means any one of the
Lenders.


             "Letter of Credit" means
a letter of credit listed on Schedule III or a letter of credit issued
by L/C Bank pursuant to Section 3.3 hereof.


             "Letter of Credit Agreement"
means L/C Bank's standard letter of credit application and documentation
modified to such extent, if any, as L/C Bank deems necessary.


             "Letter of Credit Obligations"
means, at any time, all liabilities at such time of Borrowers to L/C Bank with
respect to Letters of Credit, whether or not any such liability is contingent.


             "Leverage Ratio" means,
as of the end of a fiscal quarter, the ratio of (i) Debt (exclusive of
any Contingent Liabilities) as of the end of such quarter to (ii)
EBITDA.


             "LIBOR" means, for each
Fixed Rate Term, the rate per annum (rounded upward if necessary to the nearest
whole 1/100 of 1%) and determined pursuant to the following formula:


	LIBOR =	Base LIBOR


	 	100% - LIBOR Reserve Percentage




As used herein,
(a) "Base LIBOR" means the rate per annum determined by
Administrative Lender to be the offered rate for deposits in U.S. Dollars with
a term comparable to such Fixed Rate Term that appears on Dow Jones Markets
Service, Page 3750 (or any successor page) as the London interbank offered
rate for deposits in U.S. Dollars at approximately 11:00 AM (London time) two
Business Days prior to the beginning of such Fixed Rate Term, and
(b) "LIBOR Reserve Percentage" means, for any day, the aggregate
(without duplication) of the maximum rates (expressed as a decimal) of reserve
requirements in effect on such day (including basic, supplemental, marginal and
emergency reserves under any regulations of the Federal Reserve Board or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve
Board) maintained by a member bank of the Federal Reserve System.


             "LIBOR Loan" means any
Loan that bears interest with reference to LIBOR.


             "LIBOR Margin" means the
number of basis points determined in accordance with Schedule II.


             "Lien" means any
mortgage, deed of trust, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), security interest,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever, including, without limitation, any conditional sale or other
title retention agreement or the interest of a lessor under a Capitalized Lease
Obligation or any Other Lease.


             "Loan" means an advance
made by a Lender to Borrowers pursuant to Section 3.1 or Section 3.2.


             "Loan Documents" means
this Agreement, the Notes, each Letter of Credit Agreement and each other
agreement, note, notice, document, contract or instrument to which Borrower now
or hereafter is a party and that is required by Lender in connection with the
Obligations.


             "Material Adverse Effect"
means a material adverse effect on (a) the condition (financial or
otherwise), business, performance, operations or properties of Borrowers,
(b) the ability of Borrowers to perform their obligations under the Loan
Documents, or (c) the rights and remedies of any Lender or Administrative
Lender under the Loan Documents.


             "Maturity Date" means the
earlier of April 30, 2003 or the due date determined pursuant to
Section 11.2.


             "Note" means either a
master promissory note executed by Borrowers in favor of Administrative Lender
for the ratable benefit of Lenders evidencing Revolving Loans or a promissory
note executed by Borrowers in favor of Swingline Lender evidencing the Swing
Loans, each substantially in the form attached as Exhibit B.


             "Notice of Authorized Representatives"
has the meaning set forth in Section 2.2 hereof.


             "Notice of Borrowing" has
the meaning set forth in Section 3.1(c) hereof.


             "Notice of Conversion or Continuation"
has the meaning set forth in Section 3.5(c) hereof.


             "Obligations" means all
of Borrowers' obligations under the Loan Documents, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
arising.


             "Obligor" means any
Borrower or other Person (other than Administrative Lender or any Lender)
obligated under, or otherwise a party to, any Loan Document


             "Organic Documents"
means, relative to any Obligor, as applicable, its certificate or articles of
incorporation, its by-laws, its partnership agreement, its certificate of
partnership, certificate of organization, operating agreement and other limited
liability company organizational documents and all shareholder agreements,
voting trusts and similar arrangements applicable to any of its Stock or Stock
Equivalents.


             "Other Lease" means any
synthetic lease, tax retention operating lease, financing lease or any other
lease having substantially the same economic effect as a conditional sale,
title retention agreement or similar arrangement.


             "PBGC" means the Pension
Benefit Guaranty Corporation established pursuant to Title IV of ERISA.


             "Permit" means any
permit, approval, authorization, license, variance or permission required from
a Governmental Authority under an applicable Governmental Rule.


             "Permitted
Liens" means (a) Liens arising by operation of law for
taxes, assessments or governmental charges not yet due; (b) statutory
Liens of mechanics, materialmen, shippers, warehousemen, carriers, and other
similar persons for services or materials arising in the ordinary course of
business for which payment is not more than 30 days past due;
(c) nonconsensual Liens incurred or deposits made in the ordinary course
of business in connection with workers' compensation, unemployment insurance
and other types of social security; (d) Liens for taxes or statutory Liens
of mechanics, materialmen, shippers, warehousemen, carriers and other similar
persons for services or materials that are due but are being contested in good
faith and by appropriate and lawful proceedings promptly initiated and
diligently conducted and for which reserves have been established to the extent
required by GAAP; (e) Liens listed on the Disclosure Letter;
(f) Liens granted in the Loan Documents; (g) purchase money Liens
upon or in any property of Borrower and used by Borrower in the ordinary course
of business and Liens to secure Capitalized Lease Obligations and Other Leases
and any related payment and performance obligations if, in each case, the
incurrence of such Indebtedness is permitted by Section 9.2; provided,
however, that: (A) any such Lien is created solely for the purpose of
securing Indebtedness representing, or incurred to finance, refinance or
refund, the cost (including, without limitation, the cost of construction and
the reasonable fees and expenses relating to such Indebtedness) of the property
subject thereto, (B) the principal amount of the Indebtedness secured by
such Lien does not exceed such cost, and (C) such Lien does not extend to
or cover any other property other than such item of property, any improvements
on or replacements for such item, and the proceeds from the disposition of such
items; (h) zoning restrictions, easements, rights of way, survey
exceptions, encroachments, covenants, licenses, reservations, leasehold
interests, restrictions on the use of real property or minor irregularities
incident thereto which do not in the aggregate materially detract from the
value or use of the property or assets of Borrower or impair, in any material
manner, the use of such property for the purposes for which such property is held
by Borrower; (i) the interests of lessors or lessees of property leased
pursuant to leases permitted hereunder; (j) Liens of a depository
institution arising solely by virtue of any statutory or common law provision
relating to banker's liens, rights of setoff, or similar rights and remedies as
to deposit accounts or other funds maintained with such institution, provided
that (A) such deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by Borrower in excess of
those set forth by regulations promulgated by any Government Authority, and
(B) such deposit account is not intended by Borrower to provide collateral
to the depository institution; (k) judgment Liens to the extent the
existence of such Liens is not an Event of Default under Section 11.1(g);
(l) any of the following arising in the ordinary course of business:
deposits or pledges to secure bids, tenders, contracts (other than contracts
for the payment of money), leases, statutory obligations, surety and appeal
bonds and other obligations of like nature; (m) Liens on chassis purchased
by Borrower in the ordinary course of business, provided that no such Lien
shall encumber any asset reported by Borrower as Eligible Inventory; and (n) Liens
not otherwise included in items (a) through (m) that do not secure amounts in
excess of $5,000,000 at any time and none of which have priority over the Liens
granted by Borrowers to Administrative Lender.


             "Person"
means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a Governmental
Authority.


             "Plan" means an employee
benefit plan, as defined in Section 3(3) of ERISA, which Borrower
maintains, contributes to or has an obligation to contribute to on behalf of
participants who are or were employed by any of them.


             "Prime Rate" means, for
any day, an interest rate per annum equal to the rate of interest most recently
announced within U.S. Bank at its principal office as its prime rate, with any
change in the prime rate to be effective as of the day such change is announced
within U.S. Bank and with the understanding that the prime rate is one of U.S.
Bank's base rates used to price some loans and may not be the lowest rate at
which U.S. Bank makes any loan, and is evidenced by the recording thereof in
such internal publication or publications as U.S. Bank may designate.


             "Prime Rate Loan" means
any Loan that bears interest at the Prime Rate.


             "Ratable Portion" or
"ratably"
means, with respect to any Lender, the quotient obtained by dividing
(i) the total of such Lender's Revolving Loan Commitment by
(ii) the Total Commitments, and at all times when the Total Commitments
are zero, means, with respect to any Lender, the quotient obtained by dividing
item (i) by item (ii) immediately before the Total Commitments became zero.


             "Records" means all of
Borrowers' present and future records and books of account of every kind or
nature, purchase and sale agreements, invoices, ledger cards, bills of lading
and other shipping evidence, statements, correspondence, memoranda, credit
files, electronically stored data and other data, together with the tapes,
disks, diskettes, drives and other data and software storage media and devices,
file cabinets or containers in or on which the foregoing are stored (including
any rights of Borrower with respect to the foregoing maintained with or by any
other Person).


             "Release" means, as to
any Person, any unpermitted spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant
into the environment, and any "release" as defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. § 9601 et seq.).


             "Remedial Action" means
all actions required to clean up, remove, prevent or minimize a Release or
threat of Release or to perform pre-remedial studies and investigations and
post-remedial monitoring and care.


             "Required Lenders" means
any non-defaulting Lender or Lenders having more than two-thirds of the Total
Commitments.


             "Repurchase Obligations"
all obligations of Parent to its dealers incurred in the ordinary course of
Parent's business to repurchase recreational vehicles.


             "Responsible Officer"
means any executive officer of Borrower, including, without limitation,
president, chief executive officer, chief financial officer, treasurer,
controller, general counsel, chief risk management officer, chief environmental
officer or any other person performing responsibilities customarily performed
by such officers.


             "Revolving Loan" means a
Loan made by a Lender to Borrowers pursuant to Section 3.1.


             "Revolving Loan Commitment"
means, as to any Lender, the amount set opposite such Lender's name on Schedule I
as its "Revolving Loan Commitment," as such amount may be reduced
from time to time pursuant to this Agreement or as such amount may be adjusted
pursuant to Section 13.5(c).


             "Rights to Payment" means
all Accounts, General Intangibles, contract rights, chattel paper, documents,
instruments, letters of credit, bankers acceptances and guaranties, and all
present and future liens, security interests, rights, remedies, title and
interest in, to and in respect of Accounts and other Collateral, and shall
include without limitation, (a) rights and remedies under or relating to
guaranties, contracts of suretyship, letters of credit and credit and other
insurance related to the Collateral, (b) rights of stoppage in transit,
replevin, repossession, reclamation and other rights and remedies of an unpaid
vendor, lienor or secured party, (c) goods described in invoices,
documents, contracts or instruments with respect to, or otherwise representing
or evidencing, Accounts or other Collateral, including without limitation,
returned, repossessed and reclaimed goods, and (d) deposits by and
property of account debtors or other persons securing the obligations of
account debtors, moneys, securities, credit balances, deposits, deposit
accounts and other property of Borrower now or hereafter held or received by or
in transit to Administrative Lender, any Lender or any of their affiliates or
at any other depository or other institution from or for the account of
Borrower, whether for safekeeping, pledge, custody, transmission, collection or
otherwise.


             "Stock" means shares of
capital stock, membership interests, beneficial or partnership interests,
participations or other equivalents (regardless of how designated) of or in a
corporation, limited liability company, partnership or other entity, whether
voting or nonvoting, and includes, without limitation, common stock and
preferred stock.


             "Stock Equivalents" means
all securities convertible into or exchangeable for Stock and all warrants,
options or other rights to purchase or subscribe for any Stock, whether or not
presently convertible, exchangeable or exercisable.


             "Subsidiary"
means any Person required by GAAP to be included in the consolidated financial reporting
of Borrower.


             "Swing Loan"
means a Loan made by the Swingline Lender to Borrowers pursuant to
Section 3.2.


             "Swing Loan Available Credit"
means, at any time, the amount by which the outstanding balance of the Swing
Loans is less than the lesser of (i) while US Bank is the sole
Lender, $50,000,000 and thereafter, $5,000,000 or (ii) the Available
Credit.


             "Swingline Lender" means
U.S. Bank.


             "Tangible Net Worth"
means the total of Parent's shareholders' equity, plus Debt subordinated
in writing to the Obligations on terms acceptable to Administrative Lender in
favor of the prior payment in full in cash of the Obligations, less
consolidated intangible assets.


             "Total Commitments" means
the total of all Revolving Loan Commitments.


             "Tranche" means a collective
reference to all LIBOR Loans having a Fixed Rate Term ending on the same day.




1.2        ACCOUNTING AND FINANCIAL DETERMINATIONS




             Any accounting term used in this Agreement that is not
specifically defined herein shall have the meaning customarily given to it
under GAAP, and all accounting determinations and computations under any Loan
Document shall be made, and all financial statements required to be delivered
under any Loan Document shall be prepared, in accordance with GAAP applied in
the preparation of the financial statements referred to in Section 6.5.


1.3        HEADINGS



             Headings in this Agreement and each
of the other Loan Documents are for convenience of reference only and are not
part of the substance hereof or thereof.



1.4        
ADDITIONAL DEFINITION PROVISIONS



             Whenever the terms
"herein," "hereof," "hereto,"
"hereunder," "therein," "thereof,"
"thereto," "thereunder," and similar terms contained in
this Agreement or any Loan Document refer to this Agreement or other Loan
Document, such terms refer to the whole of this Agreement or other Loan
Document and not to any particular section, paragraph or provision.  All other terms contained in this Agreement
that are not defined herein shall, unless the context indicates otherwise, have
the meanings provided in the Code to the extent such terms are defined therein.


ARTICLE
II.    APPOINTMENT OF BORROWERS' AGENT;
JOINT AND SEVERAL LIABILITY


2.1        APPOINTMENT OF AGENT




             In order to facilitate and insure
prompt and accurate communication among Borrowers and Lenders and to insure the
efficient and effective distribution of proceeds of the Loans, each Borrower
hereby appoints Parent as its agent to perform the functions of Borrowers'
Agent under the Loan Documents, to take such actions and make such elections on
such Borrower's behalf as are delegated to the Borrowers' Agent in the Loan
Documents and for the following purposes: (i) communicating to and receiving
communications from Administrative Lender and Lenders; (ii) receiving all
proceeds of the Loans and making all decisions regarding the distribution of
such proceeds among the Borrowers as Borrowers' Agent, in the sole exercise of
its discretion, deems fair and appropriate; and (iii) making all decisions
and elections with respect to requests for advances of credit, issuance of
Letters of Credit and election of interest options.


2.2        AUTHORIZED
REPRESENTATIVES



             On the Closing Date, and from time
to time subsequent thereto at Borrowers' Agent's option, Borrowers' Agent shall
deliver to Administrative Lender a written notice in the form of Exhibit C
attached hereto, which designates by name one or more Authorized
Representatives and includes each of their respective specimen signatures
(each, a "Notice of Authorized Representatives").  Administrative Lender shall be entitled to
rely conclusively on the authority of each person designated as an Authorized
Representative in the most current Notice of Authorized Representatives
delivered by Borrowers' Agent to Administrative Lender, to request borrowings,
to select interest rate options hereunder, and to give to Administrative Lender
such other notices as are specified herein as being made through an Authorized
Representative, until such time as Borrowers' Agent has delivered to
Administrative Lender, and Administrative Lender has actual receipt of, a new
written Notice of Authorized Representatives. 
Administrative Lender shall have no duty or obligation to Borrowers to
verify the authenticity of any signature appearing on any Notice of Borrowing,
Notice of Conversion or Continuation or any other notice from an Authorized
Representative or to verify the authenticity of any person purporting to be an
Authorized Representative giving any telephonic notice permitted hereby.


2.3        
JOINT AND SEVERAL LIABILITY; RIGHTS OF CONTRIBUTION



             (a)         Each
Borrower states and acknowledges that: 
(i) pursuant to this Agreement, Borrowers desire to utilize their
borrowing potential on a consolidated basis to the same extent possible if they
were merged into a single corporate entity; (ii) it has determined that it
will benefit specifically and materially from the advances of credit
contemplated by this Agreement; (iii) it is both a condition precedent to
the obligations of Lenders hereunder and a desire of Borrowers that each
Borrower execute and deliver to Lenders this Agreement; and (iv) Borrowers
have requested and bargained for the structure and terms of the credit
contemplated by this Agreement.


             (b)        Each
Borrower hereby irrevocably and unconditionally:  (i) agrees that it is jointly and severally liable to
Lenders for the full and prompt payment of the Obligations and the performance
by each Borrower of its obligations hereunder in accordance with the terms of
the Loan Documents; (ii) agrees to fully and promptly perform all of its
obligations under the Loan Documents with respect to each advance of credit
hereunder as if such advance had been made directly to it; and
(iii) agrees as a primary obligation to indemnify Lenders on demand for
and against any loss incurred by Lenders (other than a loss arising any
Lender's willful misconduct or gross negligence) as a result of any of the
obligations of any one or more of Borrowers under the Loan Documents being or
becoming void, voidable, unenforceable or ineffective for any reason
whatsoever, whether or not known to Lenders or any other Person, the amount of
such loss being the amount which Lenders would otherwise have been entitled to
recover from any one or more of Borrowers. 
Each Borrower hereby irrevocably and unconditionally accepts, not merely
as a surety but also as a co-debtor, joint and several liability with each
other Borrower with respect to the payment and performance of all of the
Obligations.  If and to the extent that
any Borrower fails to make any payment with respect to the Obligations as and
when due or to perform any of its obligations in accordance with the terms of
the Loan Documents, then in each such event the other Borrowers will make such
payment with respect to, or perform, such obligations.


             (c)         The
joint and several liability of each Borrower for the Obligations shall be
absolute and unconditional irrespective of and shall not be subject to any
reduction, limitation, impairment or termination for any reason, including,
without limitation, any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Obligations. 
Without limiting the generality of the foregoing, the obligations of
each Borrower shall not be discharged or impaired or otherwise affected by:


             (i)          any
change in the manner, place or terms of payment or performance and/or any
change or extension of the time of payment or performance of, renewal or
alteration of, any Obligation, any security therefor, or any liability incurred
directly or indirectly in respect thereof, or any rescission of, or amendment,
waiver or other modification of, or any consent to departure from any Loan
Document, including any increase in the Obligations resulting from the
extension of additional credit to any Borrower;



             (ii)         any sale, exchange, release, surrender, realization upon any
property at any time pledged or mortgaged to secure any of the Obligations,
and/or any offset against, or failure to perfect, or continue the perfection
of, any lien in any such property, or delay in the perfection of any such lien,
or any amendment or waiver of or consent to departure from any other guaranty
for any of the Obligations;



             (iii)        the failure of Lenders to assert any claim or demand or to
enforce any right or remedy against any Borrower or other Person under the
provisions of any Loan Document;



             (iv)       any settlement or compromise of any Obligation, any security
therefor or any liability incurred directly or indirectly in respect thereof,
and any subordination of the payment of any part thereof to the payment of any
obligation (whether due or not) of any other Borrower to creditors of such
other Borrower other than any other Borrower;



             (v)        any
manner of application of any collateral for the Obligations or proceeds
thereof, to any of the Obligations, or any manner of sale or other disposition
of any such collateral for all or any of the Obligations or any other assets of
any Borrower;



             (vi)       any change, restructuring or termination of the existence of
any Borrower; or



             (vii)      any other agreement or circumstance of any nature whatsoever
that might in any manner or to any extent vary the risk of any Borrower, or
that might otherwise at law or in equity constitute a defense available to, or
a discharge of, the obligations of any Borrower, or a defense to, or discharge
of, any Borrower or other Person relating to any of the Obligations.



             (d)        The
joint and several liability of Borrowers shall continue in full force and
effect notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of any
Borrower.


             (e)         It
is the intent of each Borrower that the indebtedness, obligations and liability
hereunder of no one of them be subject to challenge on any basis.  Accordingly, as of the date hereof, the
liability of each Borrower under the Loan Documents, together with all of its
other liabilities to all Persons as of the date hereof and as of any other date
on which a transfer is deemed to occur by virtue of this Agreement, calculated
in an amount sufficient to pay its probable net liabilities (including
contingent liabilities) as the same become absolute and matured ("Dated Liabilities")
is, and is to be, less than the amount of the aggregate of a fair valuation of
its property as of such corresponding date ("Dated Assets").  To this end each Borrower hereby
(i) grants to and recognizes in each other Borrower, ratably, rights of
subrogation and contribution in the amount, if any, by which the Dated Assets
of such Borrower, but for the aggregate of subrogation and contribution in its
favor recognized herein, would exceed the Dated Liabilities of such Borrower
or, as the case may be (ii) acknowledges receipt of and recognizes its
right to subrogation and contribution ratably from each of the other Borrowers
in the amount, if any, by which the Dated Liabilities of such Borrower, but for
the aggregate of subrogation and contribution in its favor recognized herein,
would exceed the Dated Assets of such Borrower.  In recognizing the value of the Dated Assets and the Dated
Liabilities, it is understood that Borrowers will recognize, to at least the
same extent of their aggregate recognition of liabilities hereunder, their
rights to subrogation and contribution hereunder.  It is a material objective of this Section that each Borrower
recognizes rights to subrogation and contribution rather than be deemed to be
insolvent (or in contemplation thereof) by reason of its joint and several
obligations hereunder.




ARTICLE III.   THE
CREDITS




3.1        REVOLVING LOANS



             (a)         On
the terms and subject to the conditions contained in this Agreement, each
Lender severally agrees to make loans (each a "Revolving Loan") to
Borrowers from time to time until the Maturity Date in an aggregate amount not
to exceed at any time outstanding such Lender's Revolving Loan Commitment;
provided, however, that at no time shall any Lender be obligated to make a
Revolving Loan in excess of such Lender's Ratable Portion of the Available
Credit.  Borrowers may from time to time
borrow, partially or wholly repay its outstanding borrowings, and reborrow,
subject to all the limitations, terms and conditions contained herein.  The Revolving Loans shall be evidenced by a
Note.


             (b)        If
at any time the Available Credit is negative, Borrowers, without demand or
notice, shall immediately repay that portion of the Revolving Loans necessary
to cause the Available Credit to be zero. 
Borrowers shall repay the outstanding principal balance of the Revolving
Loans, together with all accrued and unpaid interest and related fees on the
Maturity Date.


             (c)         Borrowers'
Agent, through an Authorized Representative, shall request each advance of a
Revolving Loan by giving Administrative Lender irrevocable written notice or
telephonic notice (confirmed promptly by fax or email), in the form of Exhibit D
attached hereto (each, a "Notice of Borrowing"), which specifies,
among other things:


             (i)          the
aggregate principal amount of the requested advances (which amount must be a
minimum of $1,000,000 and in integral multiples of $100,000 if a LIBOR Loan);



             (ii)         the proposed date of borrowing, which shall be a Business
Day;



             (iii)        whether such advance is to be a Prime Rate Loan or a LIBOR
Loan; and



             (iv)       if such advance is to be a LIBOR Loan, the length of the Fixed
Rate Term applicable thereto.



Each
such Notice of Borrowing must be received by Administrative Lender not later
than 9:00 AM (Portland time) (x) at least one Business Day prior to
the date of borrowing if a Prime Rate Loan or (y) at least three Business
Days prior to the date of borrowing if a LIBOR Loan.  Administrative Lender shall promptly notify each Lender of the
contents of each Notice of Borrowing and of the amount of the advance to be
made by such Lender no later than 1:00 PM (Portland time) on the Business
Day of receipt for Prime Rate Loans and 1:00 PM (Portland time) the
Business Day after receipt with respect to LIBOR Loans.


             (d)        From
time to time on any Business Day, Borrowers may make a voluntary prepayment, in
whole or in part, of the outstanding principal amount of any Revolving Loan(s);
provided, however, that each voluntary partial prepayment of LIBOR Loan(s) must
be in a minimum of $1,000,000 and in integral multiples of $100,000; provided,
further, that any prepayment of a LIBOR Loan shall be subject to the provisions
of Section 3.11 hereof.




3.2        SWING LOANS



             (a)         In
lieu of making Revolving Loans, the Swingline Lender, in its sole discretion, on
the terms and subject to the conditions contained in this Agreement, may make
loans (each a "Swing Loan") to Borrowers from time to time until the
Maturity Date as provided herein in an aggregate amount not to exceed at any
time outstanding the Swing Loan Available Credit.  Each Swing Loan shall be made and prepaid upon such notice as the
Swingline Lender and Borrowers' Agent shall agree, except that Swing Loans may
be made automatically (A) pursuant to certain cash management arrangements made
from time to time by Borrowers with Administrative Lender and/or (B) for the
purposes described in item (c) below. 
All Swing Loans shall be Prime Rate Loans and shall be evidenced by a
Note payable to the order of the Swingline Lender.  Borrower shall repay the outstanding principal balance of the
Swing Loans, together with all accrued and unpaid interest and related fees on
the Maturity Date.


             (b)        If
at any time after US Bank is not the sole Lender the aggregate outstanding
balance of the Swing Loans exceeds $4,000,000 for ten consecutive Business Days
or at any time upon the request of the Swingline Lender to Administrative
Lender that some or all of the Swing Loans be converted to Revolving Loans,
then, on the next Business Day, Administrative Lender shall notify each Lender
of the principal amount of Swing Loans outstanding as of 9:00 AM (Portland
time) on such Business Day (or of the principal amount of the Swing Loans which
Swingline Lender desires to be converted) and each Lender's Ratable Portion
thereof.  Each Lender shall, before
9:00 AM (Portland time) on the next Business Day, make available to
Administrative Lender, in immediately available funds, the amount of its
Ratable Portion of such principal amount of such Swing Loans.  Upon such payment by a Lender, such Lender
shall be deemed to have made a Revolving Loan as a Prime Rate Loan to
Borrowers, notwithstanding any failure by Borrowers to satisfy the conditions
contained in Section 7.2 (without regard to the minimum amount of Prime
Rate Loans).  Administrative Lender
shall use such funds to repay the principal amount of Swing Loans to the
Swingline Lender.  All interest due on
the Swing Loans shall be payable to the Swingline Lender.  With respect to the Swing Loans, after
receipt of payment of principal or interest thereon, Administrative Lender will
promptly distribute the same to the Swingline Lender at its Applicable Lending
Office.


             (c)         Lenders
and Borrowers agree that Swing Loans may be made to allow Administrative Lender
to pay each Lender its share of fees, interest and other amounts due hereunder
to the extent such fees, interest and other amounts are then due and payable.




3.3        LETTER OF CREDIT FACILITY



             (a)         On the
terms and subject to the conditions contained in this Agreement, L/C Bank
agrees promptly to issue one or more Letters of Credit at the request of
Borrowers' Agent for the account of Borrowers from time to time until ten days
before the Maturity Date; provided, however, that L/C Bank shall not issue any
Letter of Credit if:


             (i)          any
order, judgment or decree of any Governmental Authority or arbitrator of which
L/C Bank is aware shall purport by its terms to enjoin or restrain L/C Bank
from issuing such Letter of Credit or any Governmental Rule applicable to L/C
Bank or any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over L/C Bank shall prohibit, or
request that L/C Bank refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular or shall impose upon L/C Bank with
respect to such Letter of Credit any restriction or reserve or capital
requirement (for which L/C Bank is not otherwise compensated) not in effect on
the date hereof or result in any loss, cost or expense which (A) was not applicable,
in effect or known to L/C Bank on the Closing Date and which L/C Bank in Good
Faith deems material to it, and (B) the reimbursement of which is not provided
for hereunder;



             (ii)         L/C
Bank shall have received written notice from Administrative Lender or
Borrowers' Agent, on or before the Business Day prior to the requested date of
issuance of such Letter of Credit, that one or more of the applicable
conditions contained in Article VII is not then satisfied;



             (iii)        after
giving effect to the issuance of such Letter of Credit, the Letter of Credit
Obligations exceed $5,000,000;



             (iv)       the
amount of the Letter of Credit requested exceeds the Available Credit; or



             (v)        fees due
in connection with a requested issuance have not been paid.



None
of the Lenders (other than the Lender that is L/C Bank) shall have any
obligation to issue any Letters of Credit.


             (b)        In no
event shall the expiry date of any Letter of Credit be more than one year for a
standby Letter of Credit or fall after ten days before the Maturity Date.


             (c)         Prior
to the issuance of each Letter of Credit, Borrowers' Agent shall have delivered
to L/C Bank, if requested by L/C Bank, a Letter of Credit Agreement, signed by
Borrowers, and such other documents or items as L/C Bank may require pursuant
to the terms thereof.


             (d)        In
connection with the issuance of each Letter of Credit, Borrowers' Agent shall
give L/C Bank and Administrative Lender at least three Business Days prior
written notice of the requested issuance of such Letter of Credit.  Such notice shall be irrevocable and binding
on Borrowers and shall specify (i) whether the Letter of Credit is to be a
standby or commercial (documentary) Letter of Credit, (ii) the stated
amount of the Letter of Credit requested, (iii) the date of issuance of
such requested Letter of Credit (which day shall be a Business Day),
(iv) the date on which such Letter of Credit is to expire (which date
shall be a Business Day), (v) the Person for whose benefit the requested
Letter of Credit is to be issued, and (vi) such other terms and conditions
of the proposed Letter of Credit as are requested by Borrowers' Agent and
acceptable to L/C Bank.  Such notice, to
be effective, must be received by L/C Bank and Administrative Lender not later
than 10:00 AM (Portland time) on the last Business Day on which notice can be
given under the immediately preceding sentence.


             (e)         Subject
to the terms and conditions of this Section 3.3 and provided that the
applicable conditions set forth in Article VII have been satisfied, L/C Bank
shall, on the requested date, issue a Letter of Credit on behalf of Borrowers
in accordance with the applicable request and L/C Bank's usual and customary
business practices and in a final form reasonably satisfactory to Borrowers'
Agent.


             (f)         Immediately
upon L/C Bank's issuance of a Letter of Credit, L/C Bank shall be deemed to
have sold and transferred to each Lender, and each Lender shall be deemed
irrevocably and unconditionally to have purchased and received from L/C Bank,
without recourse or warranty, an undivided interest and participation, to the
extent of such Lender's Ratable Portion, in such Letter of Credit and the
obligations of Borrowers with respect thereto (including, without limitation,
all Letter of Credit Obligations with respect thereto) and any security
therefor and guaranty pertaining thereto and each Lender's Revolving Loan
Commitment shall be deemed used to the extent of such Lender's Ratable Portion
of such Letter of Credit Obligations.


             (g)        In
determining whether to pay under any Letter of Credit, L/C Bank shall not have
any obligation relative to Lenders 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 L/C Bank under or in connection with any Letter of
Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not put L/C Bank under any resulting liability to any other
Lender.


             (h)        If L/C
Bank makes any payment under any Letter of Credit, L/C Bank shall promptly
notify Administrative Lender, who shall promptly notify each Lender, and each
Lender shall promptly and unconditionally pay to Administrative Lender for the
account of L/C Bank the amount of such Lender's Ratable Portion of such payment
in same day funds (and upon receipt, Administrative Lender shall promptly pay
the same to L/C Bank), which payment shall be deemed to be and shall constitute
a Revolving Loan that is a Prime Rate Loan made by such Lender to Borrowers;
provided, however, that if the Swingline Lender so elects, and if a Swing Loan
can be made in such amount, Administrative Lender shall promptly notify the
Swingline Lender of such payment by L/C Bank, and the Swingline Lender shall,
and Borrowers hereby authorize the Swingline Lender to, pay to Administrative
Lender for the account of L/C Bank the amount of such payment in same day
funds, which payment shall be deemed to be and shall constitute a Swing Loan
made by the Swingline Lender to Borrowers. 
The Revolving Loans shall be made, or the Swing Loan may be made, as
contemplated in the preceding sentence notwithstanding Borrowers' failure to
satisfy the conditions set forth in Section 7.2.  If Administrative Lender so notifies such Lender prior to 10:00
AM (Portland time) on any Business Day, such Lender shall make available to
Administrative Lender for the account of L/C Bank its Ratable Portion of the
amount of such payment by 1:00 PM (Portland time) on such Business Day in same
day funds.  If and to the extent such
Lender does not make its Ratable Portion available to Administrative Lender for
the account of L/C Bank, such Lender agrees to repay to Administrative Lender
for the account of L/C Bank on demand such amount together with interest
thereon at the Federal Funds Rate for each day from such date until the date
paid.  The failure of any Lender to make
available to Administrative Lender for the account of L/C Bank its Ratable
Portion of any such payment shall not relieve any other Lender of its
obligations hereunder.


             (i)          The
obligations of Lenders to make payments to Administrative Lender for the
account of L/C Bank with respect to Letters of Credit shall be irrevocable and not
subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances (except as expressly provided in Section 3.4(g)), including,
without limitation, any of the following circumstances:


             (i)          any
lack of validity or enforceability of any of the other Loan Documents;



             (ii)         the
existence of any claim, setoff, defense or other right which Borrowers may have
at any time against a beneficiary named in a Letter of Credit, any transferee
of any Letter of Credit (or any Person for whom any such transferee may be
acting), Administrative Lender, any Lender or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including, without
limitation, any underlying transaction between Borrower and the beneficiary
named in any Letter of Credit);



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



             (iv)       the
occurrence of any Default.




3.4        INTEREST/FEES         



             (a)         Interest.  The outstanding principal balance of each
Loan shall bear interest at the Applicable Rate.  The foregoing notwithstanding, the rate of interest applicable at
all times during the continuation of an Event of Default shall be a fluctuating
rate per annum equal to the Prime Rate in effect from time to time, plus 200
basis points.  All fees, expenses and
other amounts not paid when due shall bear interest (from the date due until
paid) at the rate set forth in the preceding sentence.


             (b)        Letter of
Credit Fees.  With respect to
each Letter of Credit, upon the issuance, renewal and/or amendment thereof,
Borrowers shall pay to Administrative Lender, for the ratable benefit of
Lenders, the following fees, each of which shall be nonrefundable even if any
Letter of Credit is terminated or canceled before its stated expiration date:


             (i)          with
respect to each Letter of Credit that is a standby letter of credit, a fee
equal to the face amount thereof (or, with respect to an amendment increasing
the face amount, the increase in the face amount only) multiplied by a rate per
annum equal to the then applicable LIBOR Margin for a period equal to the term
of such Letter of Credit (or, with respect to an amendment increasing the term,
the increase in the term only); and



             (ii)         with respect to each Letter of Credit that is a commercial
(documentary) Letter of Credit, a fee equal to the greater of $350 or a
percentage of the face amount thereof equal to the then applicable LIBOR Margin
for the period it is outstanding.



In addition, upon the
occurrence of any other activity with respect to any Letter of Credit,
Borrowers shall pay to L/C Bank a fee determined in accordance with L/C Bank's
standard fees and charges then in effect for such activity.


             (c)         Administrative
Lender's Fees.  Borrowers
shall pay to Administrative Lender, for Administrative Lender's own account,
the fees set forth in that certain fee letter from U.S. Bank to Borrowers'
Agent dated January 12, 2001.


             (d)        Unused
Line Fee.  Borrowers
shall pay to Administrative Lender, for the ratable benefit of Lenders, an
unused line fee equal to (i) the amount by which the Revolving Loan
Commitments are greater than the average daily outstanding balance of the
Revolving Loans plus the face amount of outstanding Letters of Credit multiplied
by (ii) a per annum rate equal to the Fee Percentage.  Borrowers shall pay the unused line fee in
arrears on the last day of each calendar quarter beginning March 31, 2001
and on the Maturity Date.


             (e)         Computation
and Payment.  All
interest and per annum fees shall be computed on the basis of a 360-day year,
actual days elapsed, except interest on Prime Rate Loans shall be computed on
the basis of a 365/366-day year, actual days elapsed.  Interest on Prime Rate Loans shall be payable monthly, in
arrears, on the first day of each month and on the Maturity Date.  Interest on LIBOR Loans shall be paid on the
last day of each Fixed Rate Term, at the end of the third month with respect to
each Fixed Rate Term of six months and on the Maturity Date.




3.5        INTEREST OPTIONS



             (a)         Election.  Subject to the requirement that each LIBOR
Loan be in a minimum amount of $1,000,000 and in integral multiples of $100,000
and the limitation in Section 3.5(b) regarding the number of Tranches
outstanding at any time, (i) except as otherwise provided herein, at any
time when a Default is not continuing Borrowers' Agent may convert all or any
portion of a Prime Rate Loan to a LIBOR Loan for a Fixed Rate Term designated
by Borrowers' Agent, and (ii) at any time Borrowers' Agent may convert all
or a portion of a LIBOR Loan at the end of the Fixed Rate Term applicable
thereto to a Prime Rate Loan or, if no Default is continuing, to a LIBOR Loan
for a new Fixed Rate Term designated by Borrowers' Agent.  If Borrowers' Agent has not made the
required interest rate conversion or continuation election prior to the last
day of any Fixed Rate Term, Borrowers shall be deemed to have elected to
convert such LIBOR Loan to a Prime Rate Loan.


             (b)        Maximum
Number of Tranches.  At
no time shall there be more than five Tranches outstanding at any time.


             (c)         Notice to
Administrative Lender. 
Borrowers' Agent shall request each interest rate conversion or
continuation by giving Administrative Lender irrevocable written notice or
telephonic notice (confirmed promptly in writing), in the form of Exhibit E
attached hereto (a "Notice of Conversion or Continuation"), that
specifies, among other things: 
(i) the Loan to which such Notice of Conversion or Continuation
applies; (ii) the principal amount that is the subject of such conversion
or continuation; (iii) the proposed date of such conversion or
continuation, which shall be a Business Day; and (iv) if such Notice
pertains to a LIBOR Loan, the length of the applicable Fixed Rate Term.  Any such Notice of Conversion or
Continuation must be received by Administrative Lender not later than
9:00 AM (Portland time) (i) at least one Business Day prior to the
effective date of any Prime Rate interest selection, and (ii) at least
three Business Days prior to the effective date of any LIBOR interest selection.  Administrative Lender shall promptly notify
each Lender of the contents of each such Notice of Conversion or Continuation,
or if timely notice is not received from Borrowers' Agent prior to the last day
of any Fixed Rate Term, of the automatic conversion of such LIBOR Loan to a
Prime Rate Loan.




3.6        OTHER PAYMENT TERMS



             (a)         Automatic
Debit.  Administrative
Lender may, and Borrowers hereby authorize Administrative Lender to, debit any
deposit account of Borrower with Administrative Lender for all payments of
principal, interest, fees and other amounts due under the Loan Documents as
they become due, provided that Administrative Lender shall first debit
Borrowers' Agent's account no. 1-536-9121-3752 with Administrative Lender,
before debiting any other account.


             (b)        Place and
Manner.  Borrowers shall
make all payments due to each Lender under the Loan Documents by payment to
Administrative Lender at Administrative Lender's Office, for the account of
such Lender, in lawful money of the United States and in same day or
immediately available funds not later than 11:00 AM (Portland time) on the
date due.  Administrative Lender shall
promptly disburse to each Lender at such Lender's Applicable Lending Office
each such payment received by Administrative Lender for such Lender no later
than 2:00 PM (Portland time) on the Business Day received if received before
11:00 AM (Portland time), or if received later, by 2:00 PM (Portland
time) on the next Business Day.


             (c)         Date.  Whenever any payment due hereunder shall
fall due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall be included in
the computation of interest or fees, as the case may be.


             (d)        Application
of Payments.  All
payments under the Loan Documents (including prepayments) shall be applied
first to unpaid fees, costs and expenses then due and payable under the Loan
Documents, second to accrued interest then due and payable under the Loan
Documents (applied first to interest due and payable on the Swing Loans and
then to the other Loans), third to the outstanding principal of the Swing Loans
and finally to reduce the principal amount of the other outstanding Loans.


             (e)         Failure
to Pay Administrative Lender. 
Unless Administrative Lender shall have received notice from Borrowers'
Agent at least one Business Day prior to the date on which any payment is due
to Lenders hereunder that Borrowers will not make such payment in full,
Administrative Lender may assume that Borrowers have made such payment in full
to Administrative Lender on such date and Administrative Lender may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender.  If and to the extent Borrowers shall not
have made such payment in full to Administrative Lender, such Lender shall
repay to Administrative Lender on demand the amount distributed to such Lender
together with interest thereon at the Federal Funds Rate for each day from the
date distributed until the date repaid. 
A certificate of Administrative Lender submitted to any Lender with
respect to any amounts owing by such Lender under this Section shall be
presumptive evidence of such amounts.




3.7        FUNDING



             (a)         Lender
Funding and Disbursement. 
Each Lender shall, by 11:00 AM (Portland time) on the date of each
borrowing under Section 3.1 or Section 3.3, make available to
Administrative Lender at Administrative Lender's Office, in same day or
immediately available funds, such Lender's Ratable Portion thereof.  After Administrative Lender's receipt of
such funds and upon fulfillment of the applicable conditions set forth in
Article VII hereof, Administrative Lender will promptly disburse such funds
in same day or immediately available funds to Borrowers.  Unless otherwise directed by Borrowers'
Agent in writing, Administrative Lender shall disburse the proceeds of each
borrowing to Parent by deposit to any demand deposit account maintained by
Parent with Administrative Lender designated by Borrowers' Agent in a notice to
Administrative Lender.


             (b)        Lender
Failure to Fund.  Unless
Administrative Lender receives notice from a Lender on or before the date of
any borrowing hereunder that such Lender will not make available to
Administrative Lender such Lender's Ratable Portion thereof, Administrative
Lender may assume that such Lender has made such portion available to
Administrative Lender on the date of such borrowing in accordance with
Section 3.7(a) hereof, and Administrative Lender may, in reliance upon
such assumption, make available to Borrowers (or otherwise disburse) on such
date a corresponding amount.  If any
Lender does not make the amount of its Ratable Portion of any borrowing
available to Administrative Lender on the date of such borrowing, such Lender
shall pay to Administrative Lender, on demand, interest which shall accrue on
such amount until made available to Administrative Lender at a rate equal to
the daily Federal Funds Rate.  A certificate
of Administrative Lender submitted to any Lender with respect to any amounts
owing under this Section shall be presumptive evidence of such amounts.  If any Lender's Ratable Portion of any
borrowing is not in fact made available to Administrative Lender by such Lender
within three Business Days after the date of such borrowing, Borrowers shall
pay to Administrative Lender, on demand, an amount equal to such Ratable
Portion together with interest thereon, for each day from the date such amount
was made available to Borrowers until the date such amount is repaid to
Administrative Lender, at the rate of interest then applicable thereto.


             (c)         Lenders'
Obligations Several.  The
obligation of each Lender hereunder is several.  The failure of any Lender to make available its Ratable Portion
of any borrowing shall not relieve any other Lender of its obligation hereunder
to do so on the date requested, but no Lender shall be responsible for the
failure of any other Lender to make available the Ratable Portion to be funded
by such other Lender.




3.8        PRO RATA TREATMENT



             (a)         Borrowings.  Each Loan, except a Swing Loan, shall be
made or shared among Lenders ratably.


             (b)        Sharing
of Payments, Etc.  Except
as otherwise provided herein, each payment of principal, interest or fees shall
be made or shared among Lenders ratably. 
If any Lender obtains any payment (whether voluntary, involuntary,
through the exercise of any right of setoff or otherwise) on account of a Loan
in excess of its Ratable Portion of payments on the Loans obtained by all
Lenders, such Lender ("Purchasing Lender") shall forthwith purchase
from the other Lenders sufficient participations to cause the Purchasing
Lender's interest in the Loans to be in the same proportionate relationship
with all Loans as before such payment was received; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the
Purchasing Lender, the purchased participation shall be rescinded and each
other Lender shall repay to the Purchasing Lender (i) the purchase price
to the extent of such recovery together with (ii) an amount equal to such
other Lender's ratable share (according to the proportion of (A) the
amount of such other Lender's required repayment to (B) the total amount so
recovered from the Purchasing Lender) of any interest or other amount paid or
payable by the Purchasing Lender in respect of the total amount so
recovered.  Borrowers agree that any
Purchasing Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of setoff) with respect to such
participation as fully as if the Purchasing Lender were the direct creditor of
Borrowers in the amount of such participation.




3.9        CHANGE OF CIRCUMSTANCES



             (a)         Inability
to Determine Rate.  If
Administrative Lender at any time determines that adequate and reasonable means
do not exist for ascertaining LIBOR, or the Required Lenders determine at any
time that LIBOR does not accurately reflect the cost to Lenders of making or
maintaining LIBOR interest rates hereunder, then Administrative Lender shall
give telephonic notice (promptly confirmed in writing) to Borrowers' Agent and
each Lender of such determination.  If
such notice is given and until such notice has been withdrawn in writing by Administrative
Lender, no LIBOR interest option may be selected by Borrowers' Agent and each
LIBOR Loan, subsequent to the end of the Fixed Rate Term applicable thereto,
shall become a Prime Rate Loan.


             (b)        Illegality:  Termination of Commitment.  Notwithstanding any other provisions herein,
if any Change of Law shall make it unlawful for any Lender (i) to make a
LIBOR interest rate available, or (ii) to maintain LIBOR interest rates
hereunder, then, in the former event, any obligation of such Lender to make
available such unlawful LIBOR interest rate shall be suspended until such time
as it is once again lawful to make such rate available, and in the latter
event, any such unlawful LIBOR interest rate then outstanding shall be
converted so that interest is determined in relation to the Prime Rate pursuant
to the terms of this Agreement; provided, however, if any such Change in Law
shall permit a LIBOR interest rate until the expiration of the Fixed Rate Term
relating thereto, then such permitted LIBOR interest rate shall continue as
such until the end of such Fixed Rate Term. 
If as a result of this Section a LIBOR interest rate is converted to a
lower interest rate, Borrowers shall pay to each Lender immediately upon demand
such amount or amounts as may be necessary to compensate such Lender for any
loss in connection therewith.


             (c)         Charges:  Illegality.  Upon the occurrence of any event described
in Section 3.9(b) hereof, Borrowers shall pay to each Lender, on demand,
such amount or amounts as may be necessary to compensate such Lender for any
fines, fees, charges, penalties or other amounts payable by such Lender as a
result thereof and that are attributable to LIBOR interest rates made available
to Borrowers hereunder.  In determining
which amounts payable by any Lender and/or losses incurred by any Lender are
attributable to LIBOR interest rates made available to Borrowers hereunder, any
reasonable allocation made by any Lender among its operations shall, in the
absence of manifest error, be conclusive and binding upon Borrowers.


             (d)        Increased
LIBOR Loan Costs, etc. 
Borrowers shall reimburse each Lender for any increase in the cost to
such Lender of, or any reduction in the amount of any sum receivable by such
Lender in respect of, making, continuing or maintaining (or of its obligation
to make, continue or maintain) any Loans as, or of converting (or of its
obligation to convert) any Loans into, LIBOR Loans which results from any
Change of Law announced after the Closing Date.  Such Lender shall promptly notify Administrative Lender and
Borrowers' Agent in writing of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor, that substantially all
similarly situated borrowers are being treated similarly and the calculation of
the additional amount required fully to compensate such Lender for such
increased cost or reduced amount.  Such
additional amounts shall be payable by Borrowers directly to such Lender within
five days of Borrowers' Agent's receipt of such notice, and such notice shall,
in the absence of manifest error, be conclusive and binding on Borrowers.


             (e)         Capital
Requirements.  If any
Lender determines that any Change of Law regarding capital adequacy which is
announced after the Closing Date has or shall have the effect of reducing the
rate of return on the capital of such Lender (or any entity controlling such
Lender) as a consequence of such Lender's obligations hereunder to a level
below that which such Lender or such entity would have achieved but for such
Change of Law (taking into consideration such Lender's or such entity's
policies with respect to capital adequacy), by an amount deemed by such Lender
to be material, then from time to time, within fifteen days after demand by
such Lender (with a copy to Administrative Lender) to Borrowers' Agent,
Borrowers shall pay to such Lender or such entity such additional amounts as
shall compensate such Lender or such entity for such reduction.  Any request by a Lender under this
Section shall set forth in reasonable detail the basis of the calculation
of such additional amounts, shall state that substantially all similarly
situated borrowers are being treated similarly and shall, in the absence of
manifest error, be conclusive and binding on Borrowers for all purposes.




3.10     TAXES ON PAYMENTS



             (a)         Payments
Free of Taxes.  All
payments made by Borrowers under the Loan Documents shall be made free and
clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority (except taxes
based on overall net income imposed on Administrative Lender or any Lender)
(with all such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions and withholdings being hereinafter referred to herein as
"Taxes").  Except to the
extent that withholding results from a failure of a  Lender to comply with Section 3.10(b), if any Taxes are required
to be withheld from any amounts payable to Administrative Lender or any Lender
under the Loan Documents, the amounts so payable to Administrative Lender or
such Lender shall be increased to the extent necessary to yield to
Administrative Lender or such Lender (after payment of all Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in the Loan Documents. 
Whenever any Taxes are payable by Borrowers, as promptly as possible thereafter,
Borrowers' Agent shall send to Administrative Lender for its own account or for
the account of such Lender, as the case may be, a certified copy of an original
official receipt received by Borrowers showing payment thereof.  If Borrowers fail to pay any Taxes when due
to the appropriate taxing authority or Borrowers' Agent fails to remit to
Administrative Lender the required receipts or other required documentary
evidence, Borrowers shall indemnify Administrative Lender and Lenders for any
incremental taxes, interest or penalties that may become payable by
Administrative Lender or any Lender as a result of any such failure.  This Section shall survive the payment in
full and performance of all of Borrowers' other Obligations.


             (b)        Withholding
Exemption Certificates. 
Each Lender agrees that it will deliver to Borrowers' Agent and
Administrative Lender, upon the reasonable request of Borrowers' Agent or
Administrative Lender, either (i) a statement that it is incorporated
under the laws of the United States of America or a state thereof, or
(ii) if it is not so incorporated, two duly completed copies of the
applicable United States Internal Revenue Service form(s) certifying that such
Lender is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes.


3.11     FUNDING
LOSS INDEMNIFICATION



             Borrowers will indemnify Lenders
upon demand against any loss or expense which Lenders may sustain or incur as a
consequence of (a) any payment of any portion of the principal of a LIBOR
Loan before the last day of the Fixed Rate Term applicable thereto (whether
through voluntary prepayment, acceleration or otherwise), or (b)  any
failure to borrow the full amount of a requested LIBOR Loan set forth in any
Notice of Borrowing or to convert or continue at the LIBOR interest option any
portion of a Loan in accordance with a Notice of Conversion or Continuation (in
either event, whether as a result of the failure to satisfy any applicable
conditions or otherwise).  The
determination by Administrative Lender of the amount payable under this Section
shall, in the absence of manifest error, be conclusive and binding on Borrowers
for all purposes.  In determining such
amount, Administrative Lender may use any reasonable averaging and attribution
methods and each Lender shall be deemed to have actually funded and maintained
all LIBOR Loans during the applicable Fixed Rate Term through the purchase of
deposits having a term corresponding to such Fixed Rate Term and bearing
interest at a rate equal to LIBOR for such Fixed Rate Term.  This Section shall survive the payment in
full and performance of all of Borrowers' other Obligations.




ARTICLE IV.  ADMINISTRATION




4.1        STATEMENTS



             From time to time, Administrative
Lender may render to Borrowers' Agent a statement setting forth the balance in
the loan account(s) maintained by Administrative Lender for Borrowers pursuant
to this Agreement, including principal, interest, fees, costs and
expenses.  Each such statement shall be
subject to subsequent adjustment by Administrative Lender but shall, absent
manifest errors or omissions, be considered correct and deemed accepted by
Borrowers and conclusively binding upon Borrowers as an account stated except
to the extent that Administrative Lender receives notice from Borrowers' Agent
of any specific exceptions thereto within thirty days after the date such
statement has been mailed by Administrative Lender.  Until such time as Administrative Lender shall have rendered to
Borrowers' Agent a written statement as provided above, the balance in the loan
account(s) shall be presumptive evidence of the amounts due and owing to
Lenders by Borrowers.




4.2        PAYMENTS



             All amounts due under any of the
Loan Documents shall be payable to such account as Administrative Lender may
designate from time to time.  Borrowers
shall make all payments due hereunder free and clear of, and without deduction
or withholding for or on account of, any setoff, counterclaim, defense, duties,
taxes, levies, imposts, fees, deductions, withholding, restrictions or
conditions of any kind.  If after
receipt of any payment of, or proceeds of Collateral applied to the payment of,
any of the Obligations any Lender is required to surrender or return such
payment or proceeds to any person or entity for any reason, then the
Obligations intended to be satisfied by such payment or proceeds shall be
reinstated and continue and this Agreement shall continue in full force and
effect as if such payment or proceeds had not been received by such Lender.  Borrowers hereby indemnify and hold Lenders
harmless for the amount of any payments or proceeds surrendered or
returned.  This Section shall
remain effective notwithstanding any contrary action which may be taken by any
Lender in reliance upon such payment or proceeds.  This Section shall survive the payment in full and performance of
all of Borrowers' other Obligations.




ARTICLE V.    SECURITY




5.1        GRANT OF SECURITY INTEREST



             Borrowers hereby grant to
Administrative Lender, for the benefit of and on behalf of Lenders, a security
interest in all of the Collateral as security for the full and prompt payment
in cash and performance of the Obligations.




5.2        PERFECTION; DUTY OF CARE



             (a)         Until
all the Obligations have been fully satisfied and paid in cash and the
Commitments terminated, Borrowers shall perform all steps requested by
Administrative Lender to perfect, maintain and protect Administrative Lender's
security interest in the Collateral, including, without limitation,
(i) executing and filing financing and continuation statements in form and
substance satisfactory to Administrative Lender, and (ii) delivering all
Collateral in which Administrative Lender's security interest may be perfected
by possession together with such indorsements as Administrative Lender may
request.  Borrowers hereby authorize
Administrative Lender to execute and file UCC financing statements signed only
by Administrative Lender, except to the extent prohibited by law.


             (b)        Administrative
Lender shall have the right at all times, and from time to time, to contact
Borrowers' account debtors to verify Rights to Payment; provided that at all
times when a Default is not continuing, verifications shall be made under
reasonable procedures directly with the obligors thereon.


             (c)         Borrowers
shall pay or cause to be paid all taxes, assessments and governmental charges
levied or assessed or imposed upon or with respect to the Collateral or any
part thereof; provided, however, Borrowers shall not be required to pay any tax
if the validity and/or amount thereof is being contested in good faith and by
appropriate and lawful proceedings promptly initiated and diligently conducted
and for which appropriate reserves have been established and so long as levy
and execution have been and continue to be stayed.  If Borrowers fail to pay or so contest and reserve for such
taxes, assessments and governmental charges, Administrative Lender may (but
shall not be required to) pay the same and add the amount of such payment to
the principal of the Revolving Loans.


             (d)        In
order to protect or perfect the security interest granted under the Loan
Documents, Administrative Lender may discharge any Lien that is not a Permitted
Lien or bond the same, pay for any insurance that Borrowers have failed to
maintain as required by this Agreement, maintain guards, pay any service
bureau, or obtain any record and add the same to the principal of the Revolving
Loans.


             (e)         Administrative
Lender shall have no duty of care with respect to the Collateral, except to
exercise reasonable care with respect to the Collateral in its custody, but
shall be deemed to have exercised reasonable care if such property is accorded
treatment either (i) substantially equal to that which it accords its own
property or (ii) as Borrowers' Agent requests in writing, provided that no
failure to comply with any such request nor any omission to do any such act
requested by Borrowers' Agent shall be deemed a failure to exercise reasonable
care.  Administrative Lender's failure
to take steps to preserve rights against any parties or property shall not be
deemed to be a failure to exercise reasonable care with respect to the
Collateral in its custody.




ARTICLE VI.  REPRESENTATIONS
AND WARRANTIES


             Borrower makes the following
representations and warranties to Administrative Lender and Lenders, subject to
the exceptions set forth on the Disclosure Letter, which representations and
warranties shall survive the execution of this Agreement and shall continue in
full force and effect until the performance and payment in full, in cash, of
all Obligations:






6.1        LEGAL STATUS; SUBSIDIARIES



             Each Borrower and Subsidiary is a corporation validly
organized and existing and in good standing under the laws of the jurisdiction
of its incorporation, is duly qualified to do business and is in good standing
as a foreign corporation in each jurisdiction where the nature of its business
requires such qualification, and has full power and authority and holds all
Permits and other approvals to enter into and perform the Obligations and to
own and hold under lease its property and to conduct its business substantially
as currently conducted by it, except where the failure to have so qualified or
have such power and authority could not reasonably be expected to have a
Material Adverse Effect.  Except as
otherwise disclosed in Section 6.1 of the Disclosure Letter, Borrower has no
Subsidiaries other than those which it is permitted to acquire in accordance
with Section 9.4 and does not otherwise own or hold, directly or indirectly,
any Stock or Stock Equivalents.




6.2        DUE AUTHORIZATION;
NO VIOLATION



             The execution, delivery and performance by each Obligor
of the Loan Documents executed or to be executed by it are within such
Obligor's powers, have been duly authorized by all necessary action, and do not
(a) contravene such Obligor's Organic Documents; (b) contravene any
contractual restriction or Governmental Rule binding on or affecting such
Obligor; or (c) result in, or require the creation or imposition of, any
Lien on any Obligor's or Subsidiary's property, except Liens for the benefit of
Lenders.




6.3        GOVERNMENT APPROVAL,
REGULATION



             No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or other Person is
required for the due execution, delivery or performance by any Obligor of the
Loan Documents to which it is a party. 
No Borrower or Subsidiary is an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of
1935, as amended.  No Borrower or
Subsidiary is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Loans will be used
for a purpose which violates, or would be inconsistent with, Regulation U or X
of the Board of Governors of the Federal Reserve System


6.4        VALIDITY; ENFORCEABILITY



             The Loan Documents executed by each Obligor constitute,
the legal, valid and binding obligations of such Obligor enforceable in
accordance with their respective terms.




6.5        CORRECTNESS
OF FINANCIAL STATEMENTS



             The consolidated financial statements of Parent and each
Subsidiary dated as of September 30, 2000 heretofore delivered by
Borrowers' Agent to Administrative Lender, (a) present fairly in all
material respects the financial condition and results of operations of Parent
and the Subsidiaries; (b) disclose all liabilities of Parent and the
Subsidiaries that are required to be reflected or reserved against under GAAP,
whether liquidated or unliquidated, fixed or contingent; and (c) have been
prepared in accordance with GAAP consistently applied.  Except as disclosed to Administrative Lender
pursuant to Section 8.3, since the date of such financial statements there
has been no change or changes that have resulted in a Material Adverse Effect.




6.6        TAXES



             Each Borrower and Subsidiary has filed, or caused to be
filed, all federal, state, local and foreign tax returns required to be filed
by it, and has paid, or caused to be paid, all taxes as are shown on such
returns, or on any assessment received by it, to the extent that such taxes
have become due, except as otherwise contested in good faith.  Borrower has set aside proper amounts on its
books, determined in accordance with GAAP, for the payment of all taxes for the
years that have not been audited by the respective tax authorities and for
taxes being contested by it.







6.7      
  LITIGATION, LABOR
CONTROVERSIES



             There is no pending or, to the knowledge of Borrower,
threatened litigation, action, proceeding, or labor controversy affecting any
Borrower or Subsidiary, or any of their respective properties, businesses,
assets or revenues, which could reasonably be expected to have a Material
Adverse Effect.  As of the Closing Date,
no Borrower or Subsidiary is a party to, and has no obligations under, any
collective bargaining agreement.


6.8        TITLE
TO PROPERTY, LIENS



             Each Borrower and Subsidiary has good, indefeasible, and
merchantable title to and ownership of the Collateral and its real property,
free and clear of all Liens, except Permitted Liens and the BT Liens (so long
as the BT Liens do not secure any outstanding obligations).






6.9        ERISA



             Each Borrower and Subsidiary is in compliance in all
material respects with the applicable provisions of ERISA.  No Borrower or Subsidiary has violated any
provision of any Plan maintained or contributed to by it in a manner that could
reasonably be expected to result in a Material Adverse Effect.  No "reportable event" (as defined
in Title IV of ERISA) has occurred and is continuing with respect to any
Plan initiated by it.




6.10     OTHER
OBLIGATIONS



             No Borrower or Subsidiary is in default with respect to
(i) any of its Contractual Obligations default of which could reasonably
be expected to result in a Material Adverse Effect or (ii) any Debt in
excess of $1,000,000.




6.11     ENVIRONMENTAL
MATTERS



             Each Borrower and Subsidiary is in compliance in all
material respects with all Environmental Laws applicable to it, other than such
noncompliance as in the aggregate could not reasonably be expected to have a
Material Adverse Effect.  No Borrower or
Subsidiary has received notice that it is the subject of any federal or state
investigation evaluating whether any Remedial Action is needed, except for such
notices received that in the aggregate do not refer to Remedial Actions that
could reasonably be expected to result in a Material Adverse Effect.  There have been no Releases by any Borrower
or Subsidiary that could result in a Material Adverse Effect.




6.12     NO
BURDENSOME RESTRICTIONS; NO
DEFAULTS



             (a)         No
Borrower or Subsidiary is a party to any Contractual Obligation the compliance
with which could reasonably be expected to have a Material Adverse Effect or
the performance of which, either unconditionally or upon the happening of an
event, will result in the creation of a Lien (other than Permitted Liens) on
its property or assets.


             (b)        No facts
or circumstances exist which would constitute a breach of any obligation,
representation or warranty of Borrower hereunder if this Agreement were in
effect immediately prior to Borrower's execution hereof.


             (c)         There
is no Governmental Rule the compliance with which by any Borrower or Subsidiary
could reasonably be expected to have a Material Adverse Effect.




6.13     NO
OTHER VENTURES



             No Borrower or Subsidiary is engaged in any joint
purchasing arrangement, joint venture, partnership or other joint enterprise
with any other Person.




6.14     INSURANCE



             All current policies of insurance of any kind or nature
owned by or issued to Borrower and the Subsidiaries, including, without
limitation, policies of fire, theft, product liability, public liability,
property damage, other casualty, employee fidelity, workers' compensation and
employee health and welfare insurance, are in full force and effect and are of
a nature and provide such coverage as is sufficient and as is customarily
carried by companies of its size and character.  No Borrower or Subsidiary has any reason to believe that it will
be unable to comply with Section 8.5.




6.15     FORCE
MAJEURE



             No Borrower's or Subsidiary's business or properties is
currently suffering from the effects of any fire, explosion, accident, strike, lockout
or other labor dispute, drought, storm, hail, earthquake, embargo, act of God
or of the public enemy or other casualty (whether or not covered by insurance),
other than those the consequences of which in the aggregate could not
reasonably be expected to have a Material Adverse Effect.




6.16     INTELLECTUAL
PROPERTY



             Each Borrower and Subsidiary owns or licenses or
otherwise has the right to use all material licenses, Permits, patents, patent
applications, trademarks, trademark applications, service marks, trade names,
copyrights, copyright applications, franchises, authorizations and other
intellectual property rights and General Intangibles that are necessary for the
operation of its businesses, without infringement upon or conflict with the
rights of any other Person with respect thereto, including, without limitation,
all trade names, which infringement or conflict could reasonably be expected to
have a Material Adverse Effect.  No
slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by any
Borrower or Subsidiary infringes upon or conflicts with any rights owned by any
other Person, which infringement or conflict could reasonably be expected to
have a Material Adverse Effect, and no claim or litigation regarding any of the
foregoing is pending or, to its knowledge, threatened, the existence of which
could reasonably be expected to have a Material Adverse Effect.  No patent, invention, device, application,
principle or any statute, law, rule, regulation, standard or code is pending
or, to its knowledge, proposed, other than those the consequences of which in
the aggregate could not have a Material Adverse Effect.




6.17     CERTAIN
INDEBTEDNESS



             The Disclosure Letter identifies as of the Closing Date
all Indebtedness of Parent and the Subsidiaries which is either (a) Debt
or (b) which is material to the condition (financial or otherwise),
business, performance, operations or properties of Borrowers and which was
incurred outside of the ordinary course of the business.




6.18     SOLVENCY



             Each Obligor has received consideration that is the
reasonably equivalent value of the obligations and liabilities that it has
incurred to Lenders.  Each Obligor is
not insolvent as defined in any applicable state or federal statute, nor will
it be rendered insolvent by the execution and delivery of this Agreement or the
other Loan Documents.  No Obligor
intends to, nor does it believe that it will, incur debts beyond its ability to
pay them as they mature.  Each Obligor
has capital sufficient to carry on its business and transactions and all
business and transactions in which it is about to engage.




6.19     CHIEF
EXECUTIVE OFFICE AND OTHER LOCATIONS



             Borrower's chief executive office and principal place of
business is set forth in Section 6.19 of the Disclosure Letter.  Borrower's books and records are located at
its chief executive office, and the only other offices and/or locations where
it keeps the Collateral (except for inventory which is in transit) or conducts
any of its business are set forth in Section 6.19 of the Disclosure
Letter.




6.20     FISCAL
YEAR



             Parent's fiscal year ends on the Saturday closest to
December 31.




6.21     COMPLIANCE
WITH LAW



             Each Borrower and Subsidiary is in compliance with all
Governmental Rules and law, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


6.22     NO SUBORDINATION



             There is no agreement, indenture, contract or instrument
to which any Borrower or Subsidiary is a party or by which it may be bound that
requires the subordination in right of payment of any of the Obligations to any
other obligation of it.




6.23     TRUTH,
ACCURACY OF INFORMATION



             All factual information furnished by each Borrower and
Subsidiary to Administrative Lender or any Lender in connection with the Loan
Documents is accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the information furnished, in light of the circumstances under
which furnished, not misleading (it being recognized that the projections and
forecasts provided by Borrowers are not to be viewed as facts and that actual
results during the period covered by any such projections and forecasts may
differ from the projected or forecasted results).


ARTICLE
VII.  CONDITIONS




7.1        CONDITIONS OF INITIAL EXTENSION OF CREDIT



             The obligation of Lenders to extend
any credit contemplated by this Agreement is subject to the fulfillment to
Administrative Lender's satisfaction of all of the following conditions:


             (a)         Documentation.
Administrative Lender shall have received, in form and substance satisfactory
to it, each of the following duly executed:


             (i)          this
Agreement, the Notes and such mortgages, deeds of trust and other security
instruments as Administrative Lender may require;



             (ii)         from each Obligor, a certificate of its secretary or
assistant secretary dated as of the Closing Date as to:  (A) resolutions of its board of
directors or other governing body then in full force and effect authorizing the
execution, delivery and performance of each of the Loan Documents to be
executed by it; (B) its Organic Documents, a copy of each of which is
attached; and (C) the incumbency and signatures of those of its officers
authorized to act with respect to the Loan Documents to be executed by it;



             (iii)        with respect to each Obligor:  (A) from the Secretary of State (or other appropriate
governmental official) of its jurisdiction of incorporation or organization, a
good standing certificate or certificate of existence, as applicable, and a
certified copy of its filed Organic Documents; and (B) a certificate of
good standing as a foreign corporation in each jurisdiction described in
Section 6.1;



             (iv)       a Notice of Authorized Representatives, the initial Notice of
Borrowing and a disbursement direction letter;



             (v)        the
opinion of Wilson Sonsini Goodrich & Rosati, P.C., counsel to Borrowers,
and of Richard Bond, Parent's general counsel, as to such matters as
Administrative Lender and each Lender shall reasonably require; and



             (vi)       such other documents as Administrative Lender and each Lender
may require.



             (b)        Financial
Condition.  There is no
event or circumstance that can reasonably be expected to have a Material
Adverse Effect.


             (c)         Fees and
Expenses.  Borrowers
shall have paid all fees and invoiced costs and expenses then due pursuant to
the terms of this Agreement.


             (d)        Insurance.  Borrowers' Agent shall have delivered to
Administrative Lender evidence of the insurance coverage, including loss
payable endorsements, required pursuant to Section 8.5.




7.2        CONDITIONS OF EACH EXTENSION OF CREDIT





             The obligation of each Lender to make any credit
available under the Loan Documents (including any Loan being made by such
Lender on the Closing Date) shall be subject to the further conditions
precedent that:


             (a)         the
following statements shall be true on the date such credit is advanced, both
before and after giving effect thereto and to the application of the proceeds
therefrom, and the acceptance by Borrowers' Agent of the proceeds of such
credit shall constitute a representation and warranty by Borrowers that on the
date such credit is advanced such statements are true:


             (i)          the
representations and warranties of Borrowers contained in the Loan Documents are
correct in all material respects on and as of such date as though made on and
as of such date or, as to those representations and warranties limited by their
terms to a specified date, were correct in all material respects on and as of
such date; and



             (ii)         no
Default is continuing or would result from the credit being advanced;



             (b)        advancing
such credit on such date does not violate any Governmental Rule and is not
enjoined, temporarily, preliminarily or permanently;


             (c)         Administrative
Lender shall have received such additional documents, information and materials
as any Lender, through Administrative Lender, may reasonably request; and


             (d)        no event
or circumstance exists that could reasonably be expected to have a Material
Adverse Effect.


ARTICLE
VIII.  AFFIRMATIVE COVENANTS


             Borrowers covenant that so long as
Lenders remain committed to extend credit to Borrowers pursuant to the terms
hereof and until performance and payment in full, in cash, of all Obligations
and termination of the Commitments, Borrowers shall:




8.1        PAYMENTS



             Pay all principal, interest, fees
and other liabilities due under any of the Loan Documents at the times and
place and in the manner specified therein.




8.2        ACCOUNTING
RECORDS



             Keep, and cause each Subsidiary to
keep, accurate books and records of its financial affairs sufficient to permit
the preparation of financial statements therefrom in accordance with GAAP.




8.3        INFORMATION
AND REPORTS



             Provide to Administrative Lender
all of the following, in form and detail reasonably satisfactory to
Administrative Lender and with sufficient copies for distribution to all
Lenders:


             (i)          as
soon as available but not later than 100 days after and as of the end of each
fiscal year of Parent, a copy of the annual unqualified audit report for such
fiscal year for Parent and the Subsidiaries, including therein consolidated
balance sheets of Parent and the Subsidiaries as of the end of such fiscal year
and consolidated statements of earnings and cash flow of Parent and the Subsidiaries
for such fiscal year, in each case certified in a manner acceptable to
Administrative Lender by independent public accountants acceptable to
Administrative Lender, together with a report from such accountants to the
effect that, in making the examination necessary for the signing of such annual
report by such accountants, they have not become aware of any Default that has
occurred and is continuing, or, if they have become aware of such Default,
describing such Default and the steps, if any, of which they are aware being
taken to cure it;



             (ii)         as soon as available but not later than 50 days after and as
of the end of each of Parent's first three fiscal quarters, nor later than 100
days after and as of the end of each of Parent's fourth fiscal quarters,
consolidated and consolidating balance sheets of Parent and the Subsidiaries as
of the end of such fiscal quarter and consolidated and consolidating statements
of earnings and cash flow of Parent and the Subsidiaries for such fiscal
quarter and for fiscal year-to-date, together with a comparison of Parent's
financial condition for such quarter and year-to-date with the corresponding
quarter and year-to-date in Parent's immediately preceding fiscal year;



             (iii)        contemporaneously with the delivery of each financial
statement required hereby, a certificate of Parent's principal financial
officer substantially in the form of Exhibit F attached hereto (A)
certifying that such financial statements fairly present in accordance with
GAAP such balance sheet as of the end of such quarter/year and income and cash
flow for such quarter/year and year-to-date (subject to normal year-end
adjustments and the absence of footnotes in the case of quarterly financial
statements), (B) stating that no Default existed at any time during the
period covered by such statement, except for those events or conditions, if
any, described in such certificate in reasonable detail together with a
statement of any action taken or proposed to be taken with respect thereto, and
(C) setting forth the calculations required to establish compliance by
Borrowers with the covenants set forth in Article X;



             (iv)       not later than the end of each of Parent's fiscal years
beginning with the fiscal year ending in 2001, or sooner if available,
Borrowers' Agent shall furnish to Administrative Lender detailed projections
setting forth Parent's projected consolidated income and cash flow for Parent's
next fiscal year and for each of Parent's fiscal years through the Maturity
Date and Parent's projected consolidated balance sheet as of the end of each
such fiscal year, together with a certificate of Parent's principal financial
officer setting forth the assumptions on which such projections are based;



             (v)        promptly
after the sending or filing thereof, copies of all reports which Borrower sends
to any of its securityholders, and all reports and registration statements
which any Borrower or Subsidiary files with the Securities and Exchange
Commission or any national securities exchange;



             (vi)       not later than 30 days after and as of the end of each month
(except a month in which the outstanding principal balance of the Revolving
Loans never exceeds 50% of the Borrowing Base), a Borrowing Base Certificate;
and



             (vii)      from time to time such other information as Administrative
Lender may reasonably request.



8.4        COMPLIANCE



             Comply in all material respects,
and cause each Subsidiary to comply in all material respects, with all
Governmental Rules, Contractual Obligations, commitments, instruments,
licenses, Permits and franchises, other than such noncompliance the
consequences of which in the aggregate could not reasonably be expected to have
a Material Adverse Effect.




8.5        INSURANCE



             (a)         Maintain,
and cause each Subsidiary to maintain, insurance with insurance companies reasonably
acceptable to Administrative Lender with respect to its properties and business
(including business interruption and extra expense endorsements) against such
casualties and contingencies and of such types, with such deductibles and in
such amounts as is customary in the case of similar businesses.  With respect to the insurance maintained by
Borrower:  (i) such insurance shall
contain a lender's loss payable endorsement acceptable to Administrative Lender
and shall name Administrative Lender as an additional named insured;
(ii) the policies or a certificate thereof signed by the insurer shall be
delivered to Administrative Lender within ten Business Days after the issuance
or renewal of the policies to Borrower; (iii) each such policy shall
provide that such policy may not be amended (except to increase coverage) or
canceled without thirty days prior notice to Administrative Lender; and
(iv) at least five days before the expiration of a policy, Borrowers'
Agent shall deliver to Administrative Lender a binder (or other evidence
reasonably acceptable to Administrative Lender) indicating that such policy has
been renewed or that a substitute for such policy will be issued effective upon
the expiration of such policy.  If
Borrowers' Agent fails to comply with the foregoing, Administrative Lender may
(but shall not be required to) procure such insurance and add the cost thereof
to the Revolving Loans.


             (b)        Maintain,
and cause each Subsidiary to maintain, in full force and effect such liability
and other insurance with respect to its activities as is customary in the case
of similar businesses or as may be reasonably required by Administrative
Lender.  Such liability insurance
maintained by Borrower shall name Administrative Lender as an additional
insured with respect to the activities of Borrower and shall be provided by
insurer(s) reasonably acceptable to Administrative Lender.


             (c)         The
following is inserted pursuant to ORS 746.201:


WARNING


             Unless
Borrowers provide Administrative Lender with evidence of the insurance coverage
as required by this Agreement, Administrative Lender may purchase insurance at
Borrowers' expense to protect Administrative Lender's interest.  This insurance may, but need not, also
protect Borrowers' interest.  If the
collateral becomes damaged, the coverage Administrative Lender purchases may
not pay any claim Borrowers make or any claim made against Borrowers.  Borrowers may later cancel this coverage by
providing evidence that Borrowers have obtained property coverage elsewhere.



             Borrowers
are responsible for the cost of any insurance purchased by Administrative
Lender.  The cost of this insurance may
be added to Borrowers' contract or loan balance.  If the cost is added to Borrowers' contract or loan balance, the
interest rate on the underlying contract or loan will apply to this added
amount.  The effective date of coverage
may be the date Borrowers' prior coverage lapsed or the date Borrowers failed
to provide proof of coverage.



             The
coverage Administrative Lender purchases may be considerably more expensive
than insurance Borrowers can obtain on its own and may not satisfy any need for
property damage coverage or any mandatory liability insurance requirements
imposed by applicable law.







8.6        FACILITIES



             Keep, and cause each Subsidiary to keep, all properties
useful or necessary to its business in good repair and condition, and from time
to time make necessary repairs, renewals and replacements thereto so that such
property shall be fully and efficiently preserved and maintained, except where
the failure to do so could not reasonably be expected to have a Material
Adverse Effect.




8.7        TAXES
AND OTHER LIABILITIES



             Pay and discharge, and cause each Subsidiary to pay and
discharge, when due any and all indebtedness, obligations, assessments and
taxes, both real or personal, including without limitation Federal and state
income taxes and state and local property taxes and assessments, except such as
Borrower may in good faith contest or as to which a bona fide dispute may
arise, and for which Borrowers have made provision for adequate reserves in
accordance with GAAP, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.




8.8        LITIGATION



             Promptly give notice in writing to Administrative Lender
of any litigation pending or threatened in writing against any Borrower or
Subsidiary with a claim in excess of $5,000,000 in the aggregate for Parent and
all Subsidiaries.




8.9        NOTICE
TO ADMINISTRATIVE LENDER



             (a)         Promptly
(but in no event more than two Business Days after a Responsible Officer has
knowledge of the occurrence of each such event or matter) cause Borrowers'
Agent to give notice to Administrative Lender in reasonable detail of:  (i) the occurrence of any Default;
(ii) any termination or cancellation of any insurance policy which any
Borrower or Subsidiary is required to maintain, unless such policy is replaced
without any break in coverage with an equivalent or better policy;
(iii) any uninsured or partially uninsured loss or losses through liability
or property damage, or through fire, theft or any other cause affecting the
property of any Borrower or Subsidiary in excess of an aggregate of $10,000,000
during any twelve month period; (iv) any change in the Organic Documents
of any Borrower or Subsidiary; (v) the occurrence of any adverse
development with respect to any litigation, action, proceeding, or labor
controversy described in Section 6.7 or the commencement of any labor
controversy, litigation, action, proceeding of the type described in Section 6.7
together with copies of all documentation relating thereto; or (vi) the
occurrence of any event that could have a Material Adverse Effect.


             (b)        As soon
as possible and in any event within ten days after Borrower knows or has reason
to know that any "reportable event" (as defined in Title IV of
ERISA) that triggers an obligation to file a notice with the PBGC with respect
to any Plan has occurred, cause Borrowers' Agent to deliver to Administrative
Lender a statement of the President or principal financial officer of Parent
setting forth details as to such reportable event and the action which
Borrowers propose to take with respect thereto, together with a copy of the
notice of such reportable event to the PBGC.


             (c)         Promptly,
upon receipt (but in no event more than ten Business Days after receipt) of a
notice by Borrower, any affiliate of any Borrower or any administrator of any
Plan that the PBGC has instituted proceedings to terminate a Plan or to appoint
a trustee to administer a Plan, cause Borrowers' Agent to provide to
Administrative Lender a copy of such notice.




8.10     CONDUCT
OF BUSINESS



             Except as otherwise permitted by this Agreement,
(a) conduct, and cause each Subsidiary to conduct, its business in the
ordinary course and (b) use, and cause each Subsidiary to use, its
reasonable efforts in the ordinary course and consistent with past practice to
(i) preserve its business and the goodwill and business of the customers,
advertisers, suppliers and others with whom it has business relations and (ii) keep
available the services and goodwill of its present employees.  Notwithstanding the foregoing, any Borrower
may liquidate or merge with and into Parent.




8.11     PRESERVATION
OF CORPORATE EXISTENCE, ETC.



             Except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect, preserve and
maintain, and cause each Subsidiary to preserve and maintain, all licenses,
Permits, governmental approvals, rights, privileges, franchises and General
Intangibles necessary for the conduct of its business, and its corporate
existence and rights (charter and statutory).




8.12     ACCESS



             (a)         At any
reasonable time and from time to time upon at least two Business Days prior
notice from Lender (unless a Default shall have occurred and be continuing, in
which case no prior notice is necessary), permit Lender and/or any of Lender's
agents or representatives, to (i) examine and make copies of and abstracts
from each Borrower's and Subsidiary's records and books of account, (ii) visit
each Borrower's and Subsidiary's properties, (iii) discuss each Borrower's and
Subsidiary's affairs, finances and accounts with any of its officers or
directors who may then be reasonably available, (iv) communicate directly
with each Borrower's and Subsidiary's independent certified public accountants,
(v) arrange for verification of Borrower's Rights to Payment under
reasonable procedures directly with the obligors thereon or by other methods,
and (vi) examine and inspect each Borrower's and Subsidiary's assets.  Each Borrower and Subsidiary shall authorize
its independent certified public accountants to disclose to Lender any and all
financial statements and other information of any kind, including, without
limitation, copies of any management letter, work papers or the substance of
any oral information that such accountants may have with respect to the
business, financial condition, results of operations or other affairs of each
Borrower and Subsidiary.


             (b)        Borrower
shall execute and deliver at the request of Administrative Lender such
instruments as may be necessary for Administrative Lender or any Lender to
obtain such information concerning the business of each Borrower and Subsidiary
as Administrative Lender or any Lender may reasonably require from accountants,
service bureaus or others having custody of or maintaining records or assets of
any Borrower or Subsidiary, provided that the foregoing shall not (and is not
intended to) require any Borrower or Subsidiary to take any action that would
constitute a waiver of any Borrower's or Subsidiary's attorney/client
privilege.




8.13     PERFORMANCE
AND COMPLIANCE WITH OTHER COVENANTS



             Perform and observe, and cause each Subsidiary to
perform and observe, all the terms, covenants and conditions required to be
performed and observed by it under its Contractual Obligations, and do all
things necessary to preserve and to keep unimpaired its rights under such
Contractual Obligations, other than such failures the consequences of which in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.




8.14     FISCAL
YEAR; ACCOUNTING PRACTICES



             Notify Administrative Lender at least 30 days in advance
of any action any Borrower or Subsidiary intends to take to change (i) its
fiscal year or (ii) its method of accounting, or any accounting practice
used by it, or the application of GAAP in a manner inconsistent with the
financial statements previously delivered by it to Administrative Lender.




8.15     ENVIRONMENTAL



             (a)         Promptly
give notice to Administrative Lender upon a Responsible Officer obtaining
knowledge of (i) any claim, injury, proceeding, investigation or other
action, including a request for information or a notice of potential
environmental liability, by or from any Governmental Authority or any third-party
claimant that could result in any Borrower or Subsidiary incurring
Environmental Liabilities and Costs that could reasonably be expected to have a
Material Adverse Effect or (ii) the discovery of any Release at, on, under
or from any real property, facility or equipment owned or leased by any
Borrower or Subsidiary in excess of reportable or allowable standards or levels
under any applicable Environmental Law, or in any manner or amount that could
result in any Borrower or Subsidiary incurring Environmental Liabilities and
Costs that could reasonably be expected to have a Material Adverse Effect.


             (b)        Upon
discovery of the presence on any property owned or leased by any Borrower or
Subsidiary of any Contaminant that reasonably could be expected to result in Environmental
Liabilities and Costs that could reasonably be expected to have a Material
Adverse Effect, take all Remedial Action required by applicable Environmental
Law.




8.16     

LIENS



             Keep the Collateral and all of its real property free
and clear of all Liens, except Permitted Liens and the BT Liens (so long as the
BT Liens do not secure any outstanding obligations), and use reasonable efforts
to promptly cause the BT Liens to be terminated and removed of record.




8.17     FUTURE SUBSIDIARIES



             Upon any Person becoming a Subsidiary after the Closing
Date, notify Administrative Lender of such event, and execute and deliver, and
cause such Subsidiary to execute and deliver, such additional Loan Documents as
Administrative Lender may reasonably require, including such as are necessary
to cause any such Subsidiary which is not a Foreign Subsidiary to become a
"Borrower."




8.18     USE OF
PROCEEDS



             Use the proceeds of the Loans solely for Borrowers'
general working capital and corporate purposes.


8.19     FURTHER ASSURANCES



             At Administrative Lender's request at any time and from
time to time, duly execute and deliver, and cause each Subsidiary to execute
and deliver, such further agreements, documents and instruments, and do or
cause to be done such further acts as may reasonably be necessary or proper to
evidence, perfect, maintain and enforce the security interests and the priority
thereof in the Collateral and to otherwise effectuate the provisions or
purposes of the Loan Documents, at Borrowers' expense.  Administrative Lender may at any time and
from time to time request a certificate from Borrowers' Agent representing that
all conditions precedent to the advancement of credit contained herein are
satisfied.  In the event of such request
by Administrative Lender, each Lender may cease to make any further
advancements of credit until Administrative Lender has received such
certificate and Administrative Lender has determined that such conditions are
satisfied.


ARTICLE
IX.  NEGATIVE COVENANTS


             Borrowers covenant that so long as
Lenders remain committed to extend credit to Borrowers pursuant to the terms
hereof and until performance and payment in full, in cash, of all Obligations
and termination of the Commitments, Borrowers will not:




9.1        LIENS



             Create or suffer to exist, or permit
any Subsidiary to create or suffer to exist, any Lien upon or with respect to
any of its properties (including, without limitation any real property),
whether now owned or hereafter acquired, or assign any right to receive income,
except Permitted Liens and the  BT Liens
(so long as the BT Liens do not secure any outstanding obligations).




9.2        INDEBTEDNESS



             Create or suffer to exist, or
permit any Subsidiary to create or suffer to exist, any Debt or other
Indebtedness that is not Debt (except such other Indebtedness that does not, in
the aggregate, exceed $1,000,000), except:


             (a)         the
Obligations;


             (b)        current
liabilities in respect of taxes, assessments and governmental charges or levies
incurred, or liabilities for labor, materials, inventory, services, supplies
and rentals incurred, or for goods or services purchased, in the ordinary
course of business consistent with past practice and industry practice in
respect of arm's length transactions;


             (c)         Debt
outstanding on the Closing Date and referenced on Section 6.17 of the
Disclosure Letter and all renewals, extensions, refinancing or refunding of
such Indebtedness in a principal amount which does not exceed the principal
amount outstanding immediately before such refinancing, together with all prepayment
fees, penalties and expenses in respect of the Indebtedness being renewed,
extended, refinanced or refunded, provided each such renewal, extension,
refinancing or refunding is on terms and conditions no less favorable to the
creditors than the Indebtedness being renewed, extended, refinanced or
refunded;


             (d)        Debt
subordinated in writing to the Obligations on terms acceptable to
Administrative Lender in favor of the prior payment in full in cash of the
Obligations;


             (e)         purchase
money Debt (including Capitalized Leases and Other Leases) to finance the
purchase of fixed assets (including equipment); provided that (i) the
total of all such Indebtedness (exclusive of such Indebtedness for the purchase
of chassis and the Indebtedness referred to in clause (c) above) shall not
exceed an aggregate principal amount of $5,000,000 at any one time outstanding;
(ii) such Indebtedness when incurred shall not exceed the purchase price
of the assets financed; (iii) no such Indebtedness shall be refinanced for a
principal amount in excess of the principal balance outstanding thereon at the
time of such refinancing; and (iv) no Default exists at the time such
Indebtedness is incurred;


             (f)         Indebtedness
under Interest Rate Contracts permitted under Section 9.13;


             (g)        Repurchase
Obligations;


             (h)        Debt
of any Borrower to another Borrower to the extent such Debt is permitted under
Section 9.5;


             (i)          Indebtedness
incurred in the ordinary course of business for the purchase of chassis;


             (j)          other
Indebtedness not to exceed 20% of Tangible Net Worth at any time, provided that
no Default exists or is created by incurrence of such Indebtedness; and


             (k)         Contingent
Liabilities in connection with Approved Dealer Financing Agreements.






9.3        RESTRICTED PAYMENTS,
REDEMPTIONS



             Do any of the following at any time a Default is
continuing or if after giving effect to any such action a Default would be
caused by such action:


             (a)         declare
or make any dividend payment or other distribution of assets, properties, cash,
rights, obligations or securities on account or in respect of any of its Stock
or Stock Equivalents except (i) dividends paid to Borrower or
(ii) dividends paid by Parent solely in Stock or Stock Equivalents of
Parent; or


             (b)        purchase,
redeem or otherwise acquire for value any of Parent's Stock or Stock
Equivalents, except that (i) Parent may convert any of its convertible
securities of the type in existence on the Closing Date into other securities
pursuant to the terms of such convertible securities or otherwise in exchange
therefor and (ii) for so long as a Default is not continuing and would not
be caused by such action, Parent may repurchase stock from employees or former
employees of Borrowers in accordance with the terms of repurchase agreements
between Borrowers and their employees or former employees.




9.4        MERGERS, STOCK
ISSUANCES, SALE OF ASSETS, ETC.



             Except as permitted in Section 9.5(h) and (i):


             (a)         Merge
or consolidate with, or permit any Subsidiary to merge or consolidate with, any
Person or acquire all or substantially all of the Stock or Stock Equivalents of
any Person; provided any Borrower may liquidate or dissolve voluntarily into,
and may merge with and into, or have its stock otherwise acquired by Parent and
any Subsidiary other than a Borrower may liquidate or dissolve voluntarily
into, and may merge with and into, or have its stock otherwise acquired by
Parent or any other Subsidiary that is not a Foreign Subsidiary;


             (b)        Acquire
all or substantially all, or permit any Subsidiary to acquire all or
substantially all of (i) the assets of any Person or (ii) the assets
constituting the business of a division, branch or other unit operation of any
Person; provided any Subsidiary may acquire all or substantially all of the
assets of (or the assets constituting the business of a division, branch or
other unit operation of) any other Subsidiary that is not a Foreign Subsidiary;
or


             (c)         Sell,
convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to
sell, convey, transfer, lease or otherwise dispose of, any of its assets or any
interest therein to any Person, or permit or suffer any other Person to acquire
any interest in any of its assets, except (i) Permitted Liens,
(ii) as otherwise permitted under item (a) or (b) above, or (iii) the
sale or disposition of inventory in the ordinary course of business and/or
assets which have become obsolete, unneeded or are replaced in the ordinary
course of business.




9.5        INVESTMENTS



             Make, incur, assume or suffer to exist any Investment in
any other Person, except, without duplication:


             (a)         Investments
existing on the Closing Date and identified in Section 9.5 of the Disclosure
Letter;


             (b)        Cash
Equivalent Investments (provided that any Investment which when made complies
with the requirements of the definition of the term "Cash Equivalent
Investment" may continue to be held notwithstanding that such Investment
if made thereafter would not comply with such requirements);


             (c)         Investments
permitted as Indebtedness pursuant to Section 9.2;


             (d)        Investments
consisting of employee relocation loans and other loans to employees, officers
or directors for the purchase of equity securities of Parent;


             (e)         in the
ordinary course of business, Investments by Borrower or any Subsidiary in any
Subsidiary that is not a Foreign Subsidiary (or, with the prior written consent
of Administrative Lender (which consent will not be unreasonably withheld), any
Subsidiary that is a Foreign Subsidiary), by way of contributions to capital or
loans or advances, provided that immediately before and after giving effect
thereto no Default is continuing;


             (f)         Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of customers or suppliers in settlement of obligations of, or
disputes with, such Persons arising in the ordinary course of business;


             (g)        Investments
arising under Interest Rate Contracts permitted hereunder;


             (h)        subject
to the dollar limitations set forth below, any acquisition of (1) all or
substantially all of the Stock or Stock Equivalents of any Person, (2) all
or substantially all of the assets of any Person or (3) all or
substantially all of the assets constituting the business of a division, branch
or other unit operation of any Person; provided that immediately before and
after giving effect thereto no Default is continuing and provided further, that
(A) after combining Parent's consolidated actual and projected financial
performance with the actual and projected financial performance of the
"Entity" (as defined below) on a pro forma, consolidated basis in a
manner acceptable to Administrative Lender, Administrative Lender is satisfied
that no Default would have occurred or will occur as a result of such
acquisition, (B) the Entity is located in and organized under the laws of
Canada, a jurisdiction in Canada, the United States or a jurisdiction in the
United States, (C) the Entity is not a Foreign Subsidiary or, if it is or
would be a Foreign Subsidiary, not without first obtaining the written consent
of Administrative Lender, which consent will not be unreasonably withheld and
(D) such acquisition is a consensual acquisition and not a hostile
take-over or other non-negotiated acquisition. 
"Entity" means the entity which is the subject of such acquisition
or which is the seller of assets in connection with such acquisition; and


             (i)          subject
to the dollar limitations set forth below, other Investments provided that
immediately before and after giving effect thereto no Default is continuing.


The
aggregate purchase price paid in cash or property (other than common Stock and
common Stock Equivalents of Parent) for all acquisitions and other Investments
permitted under clauses (h) and (i) above shall not (after taking into account
any losses incurred on Investments made under clause (i)) at any time exceed 10%
of the book value of Parent's consolidated tangible assets.




9.6        CHANGE
IN NATURE OF BUSINESS



             Directly or indirectly engage, or permit any Subsidiary
to directly or indirectly engage, in any business activity other than the type
of business activities in which Borrowers are currently engaged and activities
reasonably related thereto.




9.7        PLANS



             (a)         Adopt
or become obligated to contribute to, or permit any Subsidiary to adopt or
become obligated to contribute to, any Plan subject to Title IV or any
multi-employer Plan or any other Plan subject to Section 412 of the
Internal Revenue Code (except for any such Plan listed on the Disclosure Letter
on the Closing Date), (b) establish or become obligated with respect to,
or permit any Subsidiary to establish or become obligated to contribute to, any
new welfare benefit Plan, or modify any existing welfare benefit Plan, which is
reasonably likely to result in an increase of the present value of future
liabilities for post-retirement life insurance and medical benefits, or
(c) establish or become obligated to contribute to, or permit any
Subsidiary to establish or become obligated to contribute to, any new unfunded
pension Plan, or modify any existing unfunded pension Plan, which is reasonably
likely to result in an increase in the present value of future unfunded
liabilities under all such plans.




9.8        CANCELLATION
OF INDEBTEDNESS OWED TO IT



             Cancel, or permit any Subsidiary to cancel, any claim or
Indebtedness owed to it except for legitimate business purposes in the
reasonable judgment of Borrowers and in the ordinary course of business.




9.9        MARGIN
REGULATIONS



             Use, or permit any Subsidiary to use, the proceeds of
any Loan to purchase or carry any margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System).




9.10     ENVIRONMENTAL



             Permit any lessee or any other Person to dispose of any
Contaminant by placing it in or on the ground or waters of any property owned
or leased by any Borrower or Subsidiary, except in material compliance with
Environmental Law or the terms of any Permit or other than those that in the
aggregate could not reasonably be expected to have a Material Adverse Effect.




9.11     TRANSACTIONS
WITH AFFILIATES



             Enter, or permit any Subsidiary to enter, into any transaction
directly or indirectly with or for any affiliate of Borrower (other than
another Borrower or any Subsidiary that is not a Foreign Subsidiary) except
(a) in the ordinary course of business on a basis no less favorable to
such affiliate than would be obtained in a comparable arm's length transaction
with a Person not an affiliate of Borrower or (b) any transaction
involving assets that are not material to the business and operations of
Borrowers or the Subsidiaries.




9.12     NEW
COLLATERAL LOCATION; NAME CHANGE



             Open any new location or change its name, or permit any
Subsidiary to do so, unless (a) Borrowers' Agent gives Administrative
Lender (i) 30 days prior notice of the intended name change, (ii) 30
days prior notice of the intended opening of such new location, and
(b) Borrowers execute and Borrowers' Agent delivers to Administrative
Lender such agreements, documents and instruments as Administrative Lender
deems reasonably necessary or desirable to protect its interests in the
Collateral, including, without limitation, UCC-1 financing statements.




9.13     NO
SPECULATIVE TRANSACTIONS



             Engage in, or permit any Subsidiary to engage in, any
Commodity Contract or Interest Rate Contract, except for hedging purposes with
respect to transactions engaged in by Borrowers in the ordinary course of
business and not for speculative purposes.


ARTICLE X.    FINANCIAL
COVENANTS


10.1     LEVERAGE RATIO



             As of the end of each fiscal
quarter, Parent shall maintain a Leverage Ratio not greater than 1.5:1.


10.2     CURRENT RATIO



             As of the end of each fiscal
quarter, Parent shall maintain a Current Ratio not less than 1.1:1.


10.3     FIXED CHARGE COVERAGE RATIO




             As of the end of each fiscal
quarter, Parent shall maintain a Fixed Charge Coverage Ratio not less than
1.5:1.


10.4     TANGIBLE NET WORTH



             Parent will not permit its Tangible
Net Worth as of the end of any fiscal quarter to be less than the total of (i)
90% of Tangible Net Worth as of December 30, 2000 plus (ii) 50% of
the sum of Parent's consolidated net income for each fiscal quarter since
December 30, 2000 (exclusive of any fiscal quarter in which Parent's
consolidated net income is less than zero).


ARTICLE
XI.  EVENTS OF DEFAULT


11.1     EVENTS OF DEFAULT



             The occurrence of any of the following shall constitute
an "Event of Default" under this Agreement:


             (a)         any
Obligor shall fail to pay when due any principal amount payable under the Loan
Documents, shall fail to pay any interest payable under the Loan Documents
within 10 days of the due date therefor, or shall fail to pay any other amount payable
under the Loan Documents within 3 days of the due date therefor;


             (b)        any
financial statement or certificate furnished to Administrative Lender or any
Lender in connection with, or any representation or warranty made by any
Obligor under any of the Loan Documents shall prove to be false or misleading
in any material respect when furnished or made;


             (c)         Borrowers
or Borrowers' Agent shall fail to provide any certificate, report or other
information which it is required to provide pursuant to Section 8.3 or
Section 8.9 on the date specified in Section 8.3 or Section 8.9;
provided that unless Borrowers and Borrowers' Agent have previously failed to
provide any required certificate, report or other information by the required
date on two prior occasions within the preceding 12 months such failure shall
be considered an Event of Default only if Borrowers and Borrowers' Agent fail
to provide such certificate, report or other information within five Business
Days (two Business Days with respect to Section 8.9(a)) of the earlier of
(i) the date an officer of Borrower has knowledge of the failure to so
provide such certificate, report or other information, or (ii) the date
Administrative Lender, at the request of a Lender, notifies Borrowers' Agent of
such failure;


             (d)        any
default by Borrowers in the performance of or compliance with any obligation,
agreement or other provision contained in Sections 5.2(a), 8.5, 8.10,
8.11, 8.12, 8.14, 8.16, 8.17, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6 and 9.12 and
contained in Article X;


             (e)         any
default by any Obligor in the performance of or compliance with any obligation,
agreement or other provision contained in any Loan Document (other than those
referred to in subsections (a) through (d) above) for 30 days after notice
thereof has been given to Borrowers' Agent by Administrative Lender;


             (f)         any
breach(es) by any Obligor in the payment or performance of any other
obligation(s) under the terms of any contract(s) or instrument(s) (other than
any of the Loan Documents) evidencing Indebtedness in excess of $5,000,000 in
the aggregate if such breach(es) has/have not been cured to the satisfaction of
the affected creditor(s) or waived by such creditor(s) within any applicable
cure period provided under the contract(s) or instrument(s);


             (g)        any
judgment(s) or order(s) for the payment of money in excess of $5,000,000 in the
aggregate shall be rendered against one or more Obligors and Subsidiaries and
either (i) enforcement proceedings shall have been commenced by any
creditor upon any such judgment or order; or (ii) there shall be any
period of 10 consecutive days during which a stay of enforcement of any such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;


             (h)        any
Obligor becomes insolvent, or suffers or consents to or applies for the
appointment of a receiver, trustee, custodian or liquidator of itself or any of
its property, or is generally unable to or fails to pay its debts as they
become due, or makes a general assignment for the benefit of creditors; any
Obligor files a voluntary petition in bankruptcy, or seeks to effect a plan or
other arrangement with creditors or any other relief under the Bankruptcy Code
or under any state or other Federal law granting relief to debtors, whether now
or hereafter in effect; or any involuntary petition or proceeding pursuant to
the Bankruptcy Code or any other applicable state or Federal law relating to
bankruptcy, reorganization or other relief for debtors is filed or commenced
against any Obligor and is not dismissed, stayed or vacated within 60 days
thereafter or any Obligor files an answer admitting the jurisdiction of the
court and the material allegations of any such involuntary petition; any
Obligor is adjudicated a bankrupt, or an order for relief is entered by any
court of competent jurisdiction under the Bankruptcy Code or any other
applicable state or Federal law relating to bankruptcy, reorganization or other
relief for debtors; or any Obligor takes any corporate, partnership or company
action authorizing, or in furtherance of, any of the foregoing;


             (i)          if any
of the following events occur: 
(1) any Plan incurs any "accumulated funding deficiency"
(as defined in ERISA) whether waived or not, (2) Parent or any affiliate
of Parent engages in any "prohibited transaction" (as defined in
ERISA), (3) any Plan is terminated, (4) a trustee is appointed by an
appropriate United States district court to administer any Plan, or
(5) the PBGC institutes proceedings to terminate any Plan or to appoint a
trustee to administer any Plan;


             (j)          the
dissolution or liquidation of any Obligor, or any Obligor or its directors or
stockholders shall take action seeking to effect the dissolution or liquidation
of any Obligor;


             (k)         any
Change in Control; or


             (l)          any
Loan Document, or any Lien granted thereunder, shall (except in accordance with
its terms), in whole or in part, terminate, cease to be effective or cease to
be the legally valid, binding and enforceable obligation of any Obligor party
thereto; any Obligor shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or any Lien securing
any Obligation shall, in whole or in part, cease to be a perfected first
priority Lien, subject only to those exceptions expressly permitted by such
Loan Document.


11.2     REMEDIES



             (a)         During
the continuance of any Event of Default (other than an Event of Default
referred to in Section 11.1(h)), Administrative Lender may, with the
consent of the Required Lenders, or shall, upon instructions from the Required
Lenders, by notice to Borrowers' Agent, (i) terminate the obligations of
Lenders to extend any further credit under any of the Loan Documents, and
(ii) declare all or any part of the Obligations to be immediately due and
payable without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by Borrowers, and/or take such
enforcement action as is permitted under this Section.  Upon the occurrence or existence of any
Event of Default described in Section 11.1(h), immediately and without
notice, (A) the obligations, if any, of Lenders to extend any further
credit under any of the Loan Documents shall automatically cease and terminate,
and (B) all indebtedness of Borrowers under the Loan Documents shall
automatically become immediately due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by Borrowers.  Immediately after
taking any action under this Section, Administrative Lender shall notify each
Lender of such action.


             (b)        During
the continuance of an Event of Default, Administrative Lender, in addition to
any other rights and remedies contained in the Loan Documents, shall have all
of the rights and remedies of a secured party under the Code and all other
applicable law, all of which rights and remedies shall be cumulative and
nonexclusive to the extent permitted by law. 
Administrative Lender may cause the Collateral to remain on Borrower's
premises, at Borrowers' expense, pending sale or other disposition
thereof.  Administrative Lender shall
have the right to conduct such sales on Borrower's premises or elsewhere, at
Borrowers' expense, on such occasion(s) as Administrative Lender may see fit,
and Borrowers, at Administrative Lender's request, will, at Borrowers' expense,
assemble the Collateral and make it available to Administrative Lender at such
place(s) as Administrative Lender may reasonably designate from time to
time.  Any sale, lease or other
disposition by Administrative Lender of the Collateral, or any part thereof,
may be for cash or other value. 
Borrowers shall execute and deliver, or cause to be executed and
delivered, such instruments, documents, assignments, deeds, waivers,
certificates and affidavits and take such further action as Administrative
Lender shall reasonably require in connection with such sale, and Borrower
hereby constitutes Administrative Lender as its attorney-in-fact to execute any
such instrument, document, assignment, deed, waiver, certificate or affidavit
on behalf of Borrower and in its name. 
At any sale of the Collateral, the Collateral to be sold may be sold in
one lot as an entirety or in separate lots as Administrative Lender may
determine.  Administrative Lender shall
not be obligated to make any sale of any Collateral if it determines not to do
so, regardless of the fact that notice of sale was given.  Administrative Lender may, without notice or
publication, adjourn any public or private sale or cause the sale to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which it is so adjourned.  In case
any sale of Collateral is made on credit or for future delivery, the Collateral
so sold may be retained by Administrative Lender until the sale price is paid,
but Administrative Lender shall not incur any liability if any purchaser fails
to pay for any Collateral so sold and, in case of any such failure, such
Collateral may be sold again.  At any
public sale, any Lender (i) may bid for or purchase the Collateral offered for
sale free (to the extent permitted by law) from any rights of redemption, stay
or appraisal on the part of Borrower with respect to the Collateral, (ii) make payment
on account thereof by using any claim then due and payable to such Lender from
Borrower as a credit against the purchase price, and (iii) upon compliance with
the terms of sale, hold, retain and dispose of such property without further
accountability to Borrower therefor. 
Borrowers acknowledge that portions of the Collateral may be difficult
to preserve and dispose of and may be subject to complex maintenance and
management; accordingly, Administrative Lender shall have the widest possible
latitude in the exercise of its rights and remedies hereunder.


             (c)         Administrative
Lender is hereby granted a license and right to use, without charge upon the
occurrence and during the continuance of an Event of Default and until the
Obligations are fully and finally paid in cash and the Commitments terminated,
Borrowers' labels, patents, copyrights, rights of use of any name, trade
secrets, trade names, trademarks, service marks, advertising material, General
Intangibles and any other property of a similar nature in completing the
production, advertising for sale and sale of any Collateral.


             (d)        Any
notice required to be given by Administrative Lender with respect to any of the
Collateral, which notice is given pursuant to Section 13.1 and deemed
received pursuant to Section 13.1 at least five Business Days before a
sale, lease, disposition or other intended action by Administrative Lender with
respect to any of the Collateral, shall constitute fair and reasonable notice
to Borrowers of any such action.  A
public sale in the following fashion shall be conclusively presumed to be
reasonable:  (i) the sale is held
in a county where any part of the Collateral is located or in which Borrower
has a place of business; (ii) the sale is conducted by auction, but it
need not be by a professional auctioneer; (iii) any Collateral is sold as
is and without any preparation for sale; and (iv) Borrowers' Agent is
given notice of such public sale pursuant to the preceding sentence.


             (e)         Upon
the occurrence and during the continuance of an Event of Default,
Administrative Lender shall have, with respect to Rights to Payment, all rights
and powers to:  (i) direct any and
all account debtors to make all payments in respect of the Rights to Payment
directly to Administrative Lender or otherwise demand payment of any or all of
the Rights to Payment; (ii) enforce payment of any or all of the Rights to
Payment by legal proceedings or otherwise; (iii) exercise Borrower's rights and
remedies with respect to any actions or proceedings brought to collect a Right
to Payment; (iv) sell or assign any Right to Payment upon such terms, for
such amount and at such time or times as Administrative Lender deems advisable;
(v) settle, adjust, compromise, extend or renew a Right to Payment; (vi)
discharge or release any Right to Payment; and (vii) prepare, file and sign
Borrower's name on any proof of claim in bankruptcy or any similar document
against an account debtor, and to otherwise exercise the rights granted herein.


             (f)         Administrative
Lender shall have no obligation (i) to preserve any rights to the
Collateral against any Person, (ii) to make any demand upon or pursue or
exhaust any rights or remedies against Borrowers or others with respect to
payment of the Obligations, (iii) to pursue or exhaust any rights or
remedies with respect to any of the Collateral or any other security for the
Obligations, or (iv) to marshal any assets in favor of Borrower or any
other Person against or in payment of any or all of the Obligations.


             (g)        Borrowers
recognize that federal and/or state securities and other laws may limit the
flexibility desired to achieve an otherwise commercially reasonable disposition
of Collateral, and in the event of potential conflict between such laws and
what in other circumstances might constitute commercial reasonableness, it is
intended that consideration of such laws will prevail over attempts to achieve
such commercial reasonableness.  In
connection with any sale or other disposition of Collateral, compliance by
Administrative Lender with the written advice of its counsel concerning the
potential effect of any such law will not be cause for Borrower, or any other
Person, to claim that such sale or other disposition was not commercially
reasonable.


             (h)        Borrowers
shall pay to Administrative Lender (for distribution to Lenders, as
appropriate), on demand and as part of the Obligations, all costs and expenses,
including court costs and costs of sale, incurred by Administrative Lender or
any Lender in exercising any of its rights or remedies hereunder, and all costs
and expenses incurred in connection with any review of any part of the
Collateral.


11.3     ADMINISTRATIVE
LENDER AS BORROWERS' ATTORNEY



             Borrower hereby appoints Administrative Lender or any
other Person whom Administrative Lender may designate, as Borrower's attorney,
with power during the continuation of an Event of Default:  to indorse Borrower's name on any checks,
notes, acceptances, money orders, drafts or other forms of payment or security
that may come into Administrative Lender's possession; to sign Borrower's name
on any invoice or bill of lading relating to any Right to Payment, on drafts
against customers, on schedules and assignments of Rights to Payment, on
notices of assignment, financing statements and other public records, and on
notices to customers; to notify the post office authorities to change the
address for delivery of Borrower's mail to an address designated by
Administrative Lender; to receive, open and process all mail addressed to
Borrower; to ask for, demand, sue for, collect, receive, receipt and give
aquittance for any and all moneys due or to become due with respect to any
Collateral; to settle, compromise, prosecute or defend any action, claim or
proceeding with respect to Collateral; to sell, assign, pledge, transfer and
make any agreement with respect to or otherwise deal with the Collateral; and
to do all things necessary to perfect Administrative Lender's security interest
in the Collateral, to preserve and protect the Collateral and to otherwise carry
out this Agreement; provided, however, that nothing contained in this Section
will be construed as requiring or obligating Administrative Lender to take any
action.  Provided Administrative Lender
acts in a reasonable manner, Borrower ratifies and approves all acts of such
attorney, and neither Administrative Lender nor the attorney will be liable for
any acts or omissions nor for any error of judgment or mistake of fact or
law.  This power being coupled with an
interest is irrevocable until the Obligations have been fully satisfied and
indefeasibly paid in cash and the Commitments terminated.




ARTICLE XII. 
ADMINISTRATIVE LENDER




12.1     ACTIONS



             Each Lender hereby appoints U.S.
Bank as Administrative Lender and authorizes U.S. Bank to perform the functions
of Administrative Lender under the Loan Documents.  Each Lender authorizes Administrative Lender to act on behalf of
such Lender under the Loan Documents and, in the absence of other written
instructions from the Required Lenders received from time to time by Administrative
Lender (with respect to which Administrative Lender agrees that it will comply,
except as otherwise provided in this Section or as otherwise advised by
counsel), to exercise such powers thereunder as are specifically delegated to
or required of Administrative Lender by the terms thereof, together with such
powers as may be reasonably incidental thereto.  Each Lender hereby indemnifies (which indemnity shall survive any
termination of this Agreement) Administrative Lender ratably from and against
any and all liabilities, obligations, losses, damages, claims, costs or
expenses of any kind or nature whatsoever which may at any time be imposed on,
incurred by, or asserted against Administrative Lender in any way relating to
or arising out of the Loan Documents, including reasonable attorneys' fees
(whether incurred at the trial or appellate level, in an arbitration or
administrative proceeding, in bankruptcy, (including, without limitation, any
adversary proceeding, contested matter or motion) or otherwise), and as to
which Administrative Lender is not reimbursed by Borrowers; provided, however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or expenses which are
determined by a court of competent jurisdiction in a final proceeding to have
resulted solely from Administrative Lender's gross negligence or willful
misconduct.  Administrative Lender shall
not be required to take any action under any Loan Document, or to prosecute or
defend any suit in respect of any Loan Document, unless it is indemnified
hereunder to its satisfaction.  If any
indemnity in favor of Administrative Lender shall be or become, in
Administrative Lender's determination, inadequate, Administrative Lender may
call for additional indemnification from Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.




12.2     RELIANCE BY ADMINISTRATIVE LENDER



             Administrative Lender shall be
entitled to rely upon any certificate, notice or other document (including any
cable, telegram, fax, or telex) or telephonic notice believed by it in Good
Faith to be genuine and correct and to have been signed, sent or made by or on
behalf of the proper person or persons, and upon advice and statements of legal
counsel (including Borrower's counsel), independent accountants and other
experts selected by Administrative Lender with reasonable care.  As to any matters not expressly provided for
by this Agreement, Administrative Lender shall not be required to take any
action or exercise any discretion, but shall be required to act or to refrain
from acting upon instructions of the Required Lenders and shall in all cases be
fully protected by Lenders in acting, or in refraining from acting, under any
Loan Document in accordance with the instructions of the Required Lenders, and
such instructions of the Required Lenders and any action taken or failure to
act pursuant thereto shall be binding on all Lenders.




12.3     EXCULPATION



             Neither Administrative Lender nor
any of its directors, officers, employees or agents shall be liable to any
Lender for any action taken or omitted to be taken by it under any Loan
Document, or in connection herewith or therewith, except for its own willful
misconduct or gross negligence, nor responsible for any recitals or warranties
therein, nor for the effectiveness, enforceability, validity or due execution
of any Loan Document, nor for the creation, perfection or priority of any Liens
purported to be created by any Loan Document, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by Obligors of their obligations
under any Loan Document.  Any such
inquiry which may be made by Administrative Lender shall not obligate it to
make any further inquiry or to take any action.  Administrative Lender shall be entitled to rely upon advice of
counsel concerning legal matters and upon any notice, consent, certificate,
statement or writing which Administrative Lender believes to be genuine and to
have been presented by a proper Person.




12.4     SUCCESSOR



             Administrative Lender may resign as
such at any time upon at least 30 days prior notice to Borrowers' Agent and all
Lenders.  If Administrative Lender at
any time shall resign, the Required Lenders may appoint another Lender as a
successor Administrative Lender which shall thereupon become Administrative
Lender hereunder.  If no successor
Administrative Lender shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Lender's giving notice of resignation, then the retiring
Administrative Lender may, on behalf of Lenders, appoint a successor Administrative
Lender, which shall be one of the Lenders or a commercial banking institution
organized under the laws of the United States (or any State thereof) or a U.S.
branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $500,000,000. 
Upon the acceptance of any appointment as Administrative Lender
hereunder by a successor Administrative Lender, such successor Administrative
Lender shall give Borrowers' Agent notice of such acceptance, shall be entitled
to receive from the retiring Administrative Lender such documents of transfer
and assignment as such successor Administrative Lender may reasonably request,
and shall thereupon succeed to and become vested with all rights, powers,
privileges and duties of the retiring Administrative Lender, and the retiring
Administrative Lender shall be discharged from its duties and obligations under
the Loan Documents.  After any retiring
Administrative Lender's resignation hereunder as Administrative Lender, the
provisions of (a) this Article XII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Lender
under this Agreement; and (b) Section 13.2 and Section 13.3 shall continue
to inure to its benefit.




12.5     LOANS BY U.S.
BANK



             U.S. Bank shall have the same
rights and powers with respect to the Loans made by it or any of its affiliates
as any other Lender and may exercise such rights and powers as if it were not
Administrative Lender.  U.S. Bank and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with any Borrower or Subsidiary or affiliate of Borrower
as if U.S. Bank were not the Administrative Lender.




12.6     CREDIT DECISIONS



             Each Lender acknowledges that it
has made its own credit decision to extend its commitments hereunder
independently of Administrative Lender and each other Lender, and based on such
Lender's review of the financial information of Borrowers, this Agreement, the
other Loan Documents (the terms and provisions of which being satisfactory to
such Lender) and such other documents, information and investigations as such
Lender has deemed appropriate.  Each
Lender also acknowledges that it will continue to make its own credit decisions
as to exercising or not exercising from time to time any rights and privileges
available to it under the Loan Document independently of Administrative Lender
and each other Lender and based on such other documents, information and
investigations as it shall deem appropriate at any time.


ARTICLE XIII. 
MISCELLANEOUS


13.1     NOTICES



             Except as specified otherwise herein, all notices,
requests and demands which any party is required or may desire to give to any
other party under this Agreement must be in writing.  Each notice to be given to Administrative Lender or any Lender
shall be addressed to Administrative Lender and each Lender at its address or
fax number set forth as the "Address for Notices" for Administrative
Lender or such Lender in Schedule I hereto, or to such other
address or fax number as Administrative Lender or any Lender may designate for
itself by notice to all other parties. 
Each notice to be given to Borrowers' Agent or Borrower shall be
addressed to Borrowers' Agent at the following address or fax number:


	To Borrowers' Agent:	Monaco Coach
  Corporation
	 	91320 Industrial Way
	 	Coburg, Oregon  97408
	 	Attn:  Chief Financial Officer
	 	Fax:  (541) 302-3835




or
to such other address or fax number as Borrowers' Agent may designate for
itself by notice to all other parties. 
Each such notice, request and demand shall be deemed given or made as
follows:  (a) three Business Days
following deposit in the United States mails, with first class postage prepaid,
(b) the next Business Day after such notice was delivered to a regularly
scheduled overnight delivery, or (c) upon receipt of notice given by fax,
mailgram, telegram, telex, or personal delivery.


13.2     COSTS, EXPENSES,
ATTORNEYS' FEES



             Borrowers shall pay immediately upon demand the full
amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys' fees (whether incurred at the trial or appellate level,
in an arbitration or administrative proceeding, in bankruptcy (including,
without limitation, any adversary proceeding, contested matter or motion) or
otherwise), incurred by Administrative Lender and/or any Lender in connection
with (a) the negotiation and preparation of the Loan Documents,
(b) the enforcement, preservation or protection (or attempted enforcement,
preservation or protection) of Administrative Lender's and/or any Lender's
rights (except in a dispute solely between Lenders), including, without
limitation, periodic collateral examinations, and/or the collection of any
amounts which become due under any of the Loan Documents, and (c) the
prosecution or defense of any action in any way related to any of the Loan
Documents, including without limitation, any action for declaratory relief, and
including any of the foregoing incurred in connection with any bankruptcy
proceeding relating to Borrower.


13.3     INDEMNIFICATION



             (a)         To the
fullest extent permitted by law, Borrowers hereby agree to protect, indemnify,
defend and hold harmless each of Administrative Lender and Lenders and each of
their respective officers, directors, shareholders, employees, agents,
attorneys and affiliates (collectively, "Indemnitees") from and
against any liabilities, losses, damages or expenses of any kind or nature and
from any suits, claims or demands (including in respect of or for reasonable
attorneys' fees (whether incurred at the trial or appellate level, in an
arbitration or administrative proceeding, in bankruptcy (including, without
limitation, any adversary proceeding, contested matter or motion) or otherwise)
and other expenses, including the allocated costs and expenses of internal
counsel) arising on account of or in connection with any matter or thing or
action or failure to act by Indemnitees, or any of them, arising out of or
relating to any Loan Document, including without limitation any use by Borrower
of any proceeds of credit advanced, except to the extent such liability arises
from the willful misconduct or gross negligence of the Indemnitees
(collectively, the "Indemnified Liabilities").


             (b)        Upon
receiving knowledge of any suit, claim or demand asserted by a third party that
Administrative Lender and/or any Lender believes is covered by this indemnity,
such Indemnitee shall give Borrowers' Agent notice of the matter and an
opportunity to defend it, at Borrowers' sole cost and expense, with legal counsel
satisfactory to such Lender.  Such
Lender may also require Borrowers to defend the matter.  Any failure or delay of such Lender to
notify Borrowers' Agent of any such suit, claim or demand shall not relieve
Borrowers of their obligations under this Section, but shall reduce such
obligations to the extent of any increase in those obligations caused solely by
an unreasonable failure or delay in providing such notice.  Borrowers may not settle or otherwise compromise
any claim with respect to any Indemnified Liability unless the settlement
includes an unconditional release of the Indemnitee from all liability on
claims that are the subject of such settlement and may not settle or otherwise
compromise any claim with respect to any Indemnified Liability, other than a
claim for money damages, without the prior written consent of the Indemnitee,
which consent shall not be unreasonably withheld.


             (c)         If and
to the extent that the foregoing undertaking may be unenforceable for any
reason Borrowers shall make the maximum contribution permissible under
applicable law to the payment and satisfaction of each of the Indemnified
Liabilities.


             (d)        This
Section shall survive the payment in full and performance of all of Borrowers'
other Obligations.


13.4     WAIVERS, AMENDMENTS




             Any term, covenant, agreement or condition of any Loan
Document may be amended or waived if such amendment or waiver is in writing and
is signed by the Required Lenders (or by Administrative Lender with written
consent of the Required Lenders), Borrowers' Agent and any other party thereto;
provided, however, that any amendment, waiver or consent which affects the
rights or duties of Administrative Lender, L/C Bank or Swingline Lender must be
in writing and be signed also by the affected Administrative Lender, L/C Bank
or Swingline Lender; and provided further, that any amendment, waiver or
consent which effects any of the following changes must be in writing and
signed by all Lenders (or by Administrative Lender with the written consent of
all Lenders): (a) increases the maximum amount of credit available
hereunder; (b) extends the maturity date of any Loan; (c) reduces the
principal of, or interest (including default rate interest) on, any Loan or any
fees or other amounts payable for the account of Lenders hereunder;
(d) postpones or conditions any date fixed for any payment of the
principal of, or interest on, any Loan or any fees or other amounts payable for
the account of Lenders hereunder; (e) waives or amends this Section;
(f) amends the definition of Required Lenders or any provision of this
Agreement requiring approval of the Required Lenders or some other specified
amount of Lenders; (g) increases or decreases the commitment or the
Ratable Portion of any Lender (other than through an assignment under
Section 13.5); (h) waives any of the conditions set forth in Article
VII; (i) releases any material Collateral; or (j) amends any guaranty
of the Obligations (or releases any guarantor of is obligations thereunder.  Unless otherwise specified in such waiver or
consent, a waiver or consent given hereunder shall be effective only in the
specific instance and for the specific purpose for which given.


13.5     SUCCESSORS AND ASSIGNS




             (a)         Binding
Effect.  The Loan Documents shall be binding upon and
inure to the benefit of Borrowers, Administrative Lender, Lenders and their
respective successors and permitted assigns, except that Borrower may not
assign or transfer any of its rights or obligations under any Loan Document
without the prior written consent of Administrative Lender and each
Lender.  All references in this
Agreement to any Person shall be deemed to include all successors and assigns
of such Person.




             (b)        Participations.  Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time sell to one or
more banks or other financial institutions ("Participants")
participating interests in any obligations owing to such Lender under the Loan
Documents.  In the event of any such
sale, (i) such Lender's obligations under the Loan Documents to the other
parties to the Loan Documents shall remain unchanged, (ii) such Lender
shall remain solely responsible for the performance thereof and (iii)
Borrowers, Borrowers' Agent and Administrative Lender shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents. 
Participants shall have no rights under the Loan Documents except as
provided below.  No Lender shall sell
any participating interest under which the Participant shall have any right to
vote on any amendment, consent or waiver of this Agreement or any other Loan
Document; provided, however, that any agreement under which any Lender sells a
participating interest to a Participant may require the selling Lender to
obtain the consent of such Participant in order for such Lender to agree or
consent to any amendment of a type specified in items (a)-(i) of
Section 13.4.  No agreement under
which any Lender sells a participating interest to a Participant may permit the
Participant to transfer, pledge, assign, sell participations in or otherwise
encumber its participating interest.  If
any amount outstanding under the Loan Documents is due and unpaid, each Participant
shall have all the rights of a "Lender" under Section 13.6 in
respect of its participating interest in amounts owing under the Loan Documents
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under the Loan Documents; provided, however, that
such rights of setoff shall be subject to the obligation of such Participant to
share with Lenders, and Lenders agree to share with such Participant, as
provided in Section 3.8(b) hereof. 
Borrowers also agree that any Lender that has transferred all or part of
its interests in the Obligations to one or more Participants shall,
notwithstanding any such transfer, be entitled to the full benefits accorded
such Lender under Sections 3.9 and 3.11 hereof, as if such Lender had not made
such transfer.  Without limiting the
foregoing, no Participant shall be entitled to costs, expenses or attorneys'
fees under Section 13.2 or Section 13.3.


             (c)         Assignments.  Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time, sell and
assign to any Lender, any affiliate of a Lender or any other bank or financial
institution (individually, an "Assignee") all or any portion of its
rights and obligations under the Loan Documents (such a sale and assignment to
be referred to herein as an "Assignment") pursuant to an Assignment
and Assumption Agreement in the form of Exhibit G attached hereto
(an "Assignment Agreement") executed by each Assignee and such
assignor Lender (an "Assignor") and delivered to Administrative
Lender for its acceptance and recording in the Register (as defined below);
provided, however, that:  (i) each
Assignment shall be in a minimum amount of $5,000,000; (ii) if the
Assignment is not an assignment of Assignor's entire commitment, Assignor
maintains a minimum commitment of $5,000,000; and (iii) each Assignment which
is not to a Lender or an affiliate thereof, shall be made only with the written
consent of Administrative Lender (and, in the absence of a Default, Borrowers'
Agent), which consent(s) shall not be unreasonably withheld.  Upon the execution, delivery, acceptance and
recording of each Assignment Agreement, from and after the effective date set
forth therein, (A) each Assignee shall be a Lender with a commitment as set
forth in Section 1 of such Assignment Agreement and shall have the rights,
duties and obligations of a Lender under the Loan Documents, and (B) the
Assignor shall be a Lender with a commitment as set forth in Section 1 of
such Assignment Agreement, or, if the commitment of the Assignor has been
reduced to zero, the Assignor shall cease to be a Lender; provided, however,
that each Assignor shall nevertheless be entitled to the indemnification rights
contained in Section 13.3 hereof for any events, acts or omissions
occurring before the effective date of its Assignment.  Each Assignment Agreement shall be deemed to
amend Schedule I hereto to the extent necessary to reflect the
addition of each Assignee and the resulting adjustment of commitments arising
from the purchase by each Assignee of all or a portion of the rights and
obligations of an Assignor under this Agreement and the other Loan Documents.


             (d)        Register.  Administrative Lender shall maintain at
Administrative Lender's Office a copy of each Assignment Agreement delivered to
and accepted by Administrative Lender and a register ("Register") for
the recordation of the names and addresses of Lenders and the commitment of
each Lender from time to time.  The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and Borrowers, Administrative Lender and Lenders may treat each
entity whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement.  The
Register shall be available for inspection by Borrowers' Agent or any Lender at
any reasonable time and from time to time upon reasonable prior notice.


             (e)         Registration.  Upon its receipt of an Assignment Agreement
executed by an Assignor and an Assignee (and, in the case of an Assignee that
is not then a Lender or an affiliate of a Lender, by Borrowers' Agent and
Administrative Lender) together with payment by such Assignee to Administrative
Lender of a registration and processing fee of $3,500, Administrative Lender
shall (i) promptly accept such Assignment Agreement and (ii) on the
effective date of such Assignment record the information contained therein in
the Register and give notice of such acceptance and recordation to Lenders and
Borrowers' Agent.  Administrative Lender
may, from time to time at its election, prepare and deliver to Lenders and
Borrowers' Agent a revised Schedule I reflecting the names,
addresses and respective commitments of all Lenders then parties hereto.


             (f)         Federal
Reserve Bank. 
Notwithstanding the foregoing provisions of this Section, any Lender may
at any time pledge or assign all or any portion of such Lender's rights under
this Agreement and the other Loan Documents to a Federal Reserve Bank; provided,
however, that no such pledge or assignment will release such Lender from
such Lender's obligations hereunder or under any other Loan Document.




13.6     SETOFF



             In addition to any rights and
remedies of Lenders provided by law, each Lender shall have the right, with the
prior consent of Administrative Lender (which consent will not be unreasonably
withheld) but without prior notice to Borrower, any such notice being expressly
waived by Borrower to the extent permitted by applicable law, during the
continuance of an Event of Default to setoff and apply against any
indebtedness, whether matured or unmatured, of Borrower to such Lender any
amount owing from such Lender or any affiliate thereof to Borrower at any time
during the continuation of an Event of Default.  This right of setoff may be exercised by such Lender against
Borrower or against any trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, receiver or execution, judgment or attachment
creditor of Borrower or against anyone else claiming through or against
Borrower or such trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been
exercised by such Lender prior to the occurrence of an Event of Default.  Each Lender agrees promptly to notify
Borrower after any such setoff and application made by such Lender, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.




13.7     NO WAIVER;
CUMULATIVE REMEDIES



             No failure on the part of
Administrative Lender or any Lender to exercise, and no delay in exercising,
any right, power, privilege or remedy under any Loan Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any such right,
power, privilege or remedy preclude any other or further exercise thereof or
the exercise of any other right, power, privilege or remedy.  The rights and remedies under the Loan
Documents are cumulative and not exclusive of any rights, powers, privileges
and remedies that may otherwise be available to Administrative Lender or any
Lender.




13.8     ENTIRE AGREEMENT



             The Loan Documents constitute the
entire agreement among Borrowers, Administrative Lender and Lenders with
respect to the Loans and the Letters of Credit and supersede all prior
negotiations, communications, discussions, correspondence and agreements
concerning the subject matter hereof, except that the US Bank commitment letter
addressed to Parent dated December 13, 2000 remains effective with respect
to the term loan referenced therein and with respect to pricing changes to be
made regarding the credit provided herein if the term loan contemplated by the
commitment letter is made.  This
Agreement cannot be changed orally or by the conduct of the parties and may be
amended or modified only in writing signed by the party against him enforcement
is sought.




13.9     NO THIRD PARTY BENEFICIARIES



             This Agreement is made and entered
into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other person or entity
shall be a third party beneficiary of, or have any direct or indirect cause of
action or claim in connection with, this Agreement or any other of the Loan
Documents to which it is not a party.




13.10   CONFIDENTIALITY



             Lenders shall hold all non-public information (which has
been identified as such by Borrowers' Agent) obtained pursuant to the
requirements of this Agreement in accordance with their customary procedures
for handling confidential information of this nature and in accordance with
safe and sound banking practices and in any event may make disclosure to any of
their examiners, affiliates, outside auditors, counsel and other professional
advisors in connection with this Agreement or as reasonably required by any bona fide transferee,
participant or assignee or as required or requested by any Governmental
Authority or pursuant to legal process; provided, however, that (a) unless
specifically prohibited by applicable law or court order, each Lender shall
notify Borrowers' Agent of any request by any Governmental Authority (other
than any such request in connection with an examination of the financial
condition of such Lender by such Governmental Authority) for disclosure of any
such non-public information prior to disclosure of such information,
(b) prior to any such disclosure pursuant to this Section, each Lender
shall require any such bona fide transferee, participant and
assignee receiving a disclosure of non-public information to agree in writing
(i) to be bound by this Section and (ii) to require such Person to
require any other Person to whom such Person discloses such non-public
information to be similarly bound by this Section, and (c) except as may
be required by an order of a court of competent jurisdiction and to the extent
set forth therein, no Lender shall be obligated or required to return any
materials furnished by any Borrower or Subsidiary.


13.11   TIME



             Time is of the essence of each and
every provision of this Agreement and each other of the Loan Documents.




13.12   SEVERABILITY OF PROVISIONS



             If any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or any remaining provisions of this Agreement.




13.13   GOVERNING LAW



             This Agreement shall be governed by
and construed in accordance with the laws of the State of Oregon.




13.14   SUBMISSION TO JURISDICTION



             EACH OF BORROWER, ADMINISTRATIVE
LENDER AND LENDERS HEREBY:  (A) SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON AND THE
FEDERAL COURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE PURPOSE
OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS; (B) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS; (C) IRREVOCABLY WAIVES
(TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT
ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM; AND (D) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.




13.15   WAIVER OF JURY TRIAL



             EACH OF BORROWER, ADMINISTRATIVE
LENDER AND LENDERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING,
COUNTERCLAIM OR OTHER LITIGATION IN ANY WAY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS OR EVENTS
REFERENCED HEREIN OR THEREIN OR CONTEMPLATED HEREBY OR THEREBY, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND/OR ANY OTHER OF THE LOAN
DOCUMENTS.  A COPY OF THIS SECTION MAY
BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL
BY JURY AND THE CONSENT TO TRIAL BY COURT.




13.16   COUNTERPARTS



             This Agreement may be executed in
any number of identical counterparts, any set of which signed by all the
parties hereto shall be deemed to constitute a complete, executed original for
all purposes.  Delivery of an executed
signature page of this Agreement by fax shall be effective as delivery of a
manually executed counterpart hereof.


13.17  
 OREGON STATUTORY NOTICE



             UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY LENDER AFTER OCTOBER 3, 1989 CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN
WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.





 


             IN WITNESS WHEREOF,
this Amended and Restated Credit Agreement has been duly executed as of the
date first written above.


	 	MONACO
  COACH CORPORATION 	 
	 	 	 
	 	By:

	 
	 	Title:

	 
	 	 	 
	 	 	 
	 	ROYALE
  COACH BY MONACO, INC. 	 
	 	 	 
	 	By:

	 
	 	Title:

	 
	 	 	 



             


	 	MCC
  ACQUISITION CORPORATION	 
	 	 	 
	 	By:

	 
	 	Title:

	 
	 	 	 
	 	 	 
	 	U.S.
  BANK NATIONAL ASSOCIATION	 
	 	 	 
	 	By:

	 
	 	Title:

	 
	 	 	 



 










SCHEDULE I



1.  LENDERS:


U.S. BANK NATIONAL ASSOCIATION


	 	 	 
	REVOLVING LOAN
  COMMITMENT:	$50,000,000	(100%)




 


	Applicable
  Lending Office:	 
	U.S.
  Bank National Association

  Oregon Commercial Banking

  800 Willamette Street, 3rd Floor

  PO Box 10553

  Eugene, Oregon  97440

  Attn:  Ken Carson


  Telephone:  (541) 465-4127

  Fax:  (541) 342-6712	 
	 	 
	Address
  for Notices:	 
	U.S.
  Bank National Association

  Oregon Commercial Banking

  800 Willamette Street, 3rd Floor

  PO Box 10553

  Eugene, Oregon  97440

  Attn:  Ken Carson


  Telephone:  (541) 465-4127

  Fax:  (541) 342-6712	 
	 	 
	Wiring
  Instructions:	 











SCHEDULE II



Pricing Schedule



	 	Level
  I

	Level
  II

	Level
  III

	Level
  IV


	LIBOR Margin	175	150	125	100
	Fee Percentage	30	25	20	15



             For purposes of this Pricing
Schedule, the following terms have the following meanings:


             "Level I" applies on any
day if, on such day, the applicable Leverage Ratio is 1.25:1 or greater.


             "Level II" applies on any
day if, on such day, the applicable Leverage Ratio is equal to or greater than
1.0:1 and less than 1.25:1.


             "Level III" applies on
any day if, on such day, the applicable Leverage Ratio is equal to or greater
than 0.75:1 and less than 1.0:1.


             "Level IV" applies on any
day if, on such day, the applicable Leverage Ratio is less than 0.75:1.


             For purposes of this Pricing
Schedule, the Leverage Ratio shall be calculated once every quarter based on
the financial information most recently reported by Borrowers' Agent pursuant
to Section 8.3 of the Agreement; provided, however, that the
Leverage Ratio shall not be computed on the financial information most recently
reported by Borrowers' Agent until the later of the first day of the month
after receipt of such information or five Business Days after the receipt
thereof, and if the most recent report required pursuant to Section 8.3
has not been delivered, or if Administrative Lender reasonably objects to the
accuracy of such report within five Business Days after the receipt thereof,
the next higher Level from the Level then in effect shall apply until such time
as the delinquent report is delivered or Administrative Lender's objections are
resolved to Administrative Lender's reasonable satisfaction.





SCHEDULE III


Existing Letters of Credit



 


L/C Number: SLCPPDX00806


Type: Irrevocable Standby Letter of Credit 

Beneficiary: Hartford Fire Insurance Company, Hartford CT 

Amount: $500,000.00 

Expiry: 8/28/01 



L/C Number: SLCPPDX00807 

Type: Irrevocable Standby Letter of Credit 

Beneficiary: Connecticut Surety Insurance Agency, Inc., Hartford CT 

Amount: $149,975.00 

Expiry: 8/28/01


 










EXHIBIT A

TO

CREDIT AGREEMENT



Borrowing Base Certificate

of

Monaco Coach Corporation et al.


As of: ___________________


	Aggregate
  RV A/R balance	 	 
	 	 	 
	Ineligible
  RV A/R:	 	 
	          Over 60 days	(  )	 
	          Excess concentration	(  )	 
	          Cross-Ineligibles	(  )	 
	          Affiliates	(  )	 
	          International	(  )	 
	          Other	(  )	 
	Eligible
  A/R	 	 
	85%
  of Eligible A/R	 	 
	 	 	 
	 	 	 
	50%
  of Eligible Raw Materials	 	 
	90%
  of Eligible Finished Goods	 	 
	Chassis
  Accounts Payable	(  )	 
	Inventory
  Availability	 	 
	 	 	 
	Borrowing
  Base	 	 
	Outstanding
  Revolving Loans	 	(  )
	Outstanding
  Swing Loans	 	(  )
	Outstanding
  Letters of Credit	 	(  )
	Available
  Credit	 	 



CERTIFICATE             


             The undersigned Chief Financial
Officer of Monaco Coach Corporation hereby certifies to Administrative Lender
that:  (i) the foregoing
information is true, accurate and complete as of the close of business on
________, _____; (ii) the undersigned is familiar with Borrowers' businesses
and financial affairs and has access to all of Borrowers' business records
material to the compilation and determination of the information set forth
above; and (iii) this Certificate is being delivered to Administrative
Lender pursuant to the Credit Agreement among Borrowers, U.S. Bank, National
Association as Administrative Lender, and the lenders named therein for the
purpose of inducing Lenders to extend credit to Borrowers.


DATED:  __________, ______.


	 	By:

	 
	 	 	 
	 	Chief
  Financial Officer	 



 











EXHIBIT B

TO

CREDIT AGREEMENT



 


FORM OF PROMISSORY NOTES



 










Revolving Loans Promissory Note





	$50,000,000	January 12, 2001






 


             FOR VALUE RECEIVED, the
undersigned, MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH BY
MONACO, INC., an Indiana corporation, and MCC ACQUISITION CORPORATION, a
Delaware corporation, (each individually referred to as "Borrower"
and all collectively referred to as "Borrowers") hereby jointly and
severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION as
Administrative Lender for the ratable benefit of the Lenders
("Administrative Lender") on the Maturity Date, or at such earlier
time as is provided in that certain Credit Agreement among Borrowers, U.S. Bank
National Association (as Administrative Lender) and the lenders named therein
dated as of January 12, 2001, (as amended, modified or supplemented from
time to time, the "Credit Agreement"), the principal sum of Fifty
Million Dollars ($50,000,000), or such lesser amount as shall equal the aggregate
outstanding principal balance of all Revolving Loans made by Lenders to
Borrowers pursuant to the Credit Agreement.


             This promissory note is one of the
promissory notes referred to in, and subject to the terms of, the Credit
Agreement.  Capitalized terms used
herein shall have the respective meanings assigned to them in the Credit
Agreement.


             Borrower further promises to pay
interest on the outstanding principal balance hereof at the interest rates, and
payable on the dates, set forth in the Credit Agreement.  All payments of principal and interest
hereunder shall be made to Administrative Lender in lawful money of the United
States and in same day or immediately available funds.


             Administrative Lender is authorized
but not required to record the date and amount of each advance made hereunder,
the date and amount of each payment of principal and interest hereunder, and
the resulting unpaid principal balance hereof, in Administrative Lender's
internal records, and any such recordation shall be prima facie evidence of the
accuracy of the information so recorded; provided however, that Administrative
Lender's failure to so record such amounts shall not limit or otherwise affect
Borrower's obligations hereunder and under the Credit Agreement to repay the
principal hereof and interest hereon.


             Borrowers shall pay all costs of
collection, including reasonable attorneys' fees (whether incurred at the trial
or appellate level, in an arbitration or administrative proceeding, in
bankruptcy (including, without limitation, any adversary proceeding, contested
matter or motion) or otherwise).  No
delay or failure on the part of Administrative Lender to exercise any of its
rights hereunder shall be deemed a waiver of such rights or any other right of
Administrative Lender nor shall any delay, omission or waiver on any one
occasion be deemed a bar to or waiver of such rights or any other right on any
future occasion.  Borrowers and every
surety, indorser and guarantor of this Note waive presentment, demand, protest,
notice of intention to accelerate, notice of acceleration, notice of nonpayment
and all other notices of every kind, and agree that their liability under this
Note shall not be affected by any renewal, postponement or extension in the
time of payment hereof, by any indulgence granted by any holder hereof with
respect hereto, or by any release or change in any security for the payment of
this Note, and they hereby consent to any and all renewals, extensions,
indulgences, releases or changes, regardless of the number of such renewals,
extensions, indulgences, releases or changes.


             The Credit Agreement provides,
among other things, for acceleration (which in certain cases shall be
automatic) of the maturity hereof upon the occurrence of certain stated events,
in each case without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by Borrowers.


             Borrowers' obligations evidenced by
this promissory note are secured by the collateral described in the Loan
Documents.  The Loan Documents describe
the rights of Administrative Lender with respect to the collateral.


             In the event of any conflict
between the terms of this promissory note and the terms of the Credit
Agreement, the terms of the Credit Agreement shall control.


             This promissory note shall be
governed by and construed in accordance with the laws of the State of Oregon.


             UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY ANY LENDER OR ADMINISTRATIVE LENDER AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY SUCH
LENDER OR ADMINISTRATIVE LENDER TO BE ENFORCEABLE.


	 	 
	 	MONACO
  COACH CORPORATION
	 	By:


	 	Title:


	 	 
	ROYALE
  COACH BY MONACO, INC.	MCC
  ACQUISITION CORPORATION
	By:

	By:


	Title:

	Title:





 



Swing Loans Promissory Note





	$50,000,000	January 12, 2001






 


             FOR VALUE RECEIVED, MONACO COACH
CORPORATION, a Delaware corporation, ROYALE COACH BY MONACO, INC., an Indiana
corporation, and MCC ACQUISITION CORPORATION, a Delaware corporation, (each
individually referred to as "Borrower" and all collectively referred
to as "Borrowers") hereby jointly and severally promise to pay to the
order of U.S. BANK NATIONAL ASSOCIATION ("Lender") on the Maturity
Date, or at such earlier time as is provided in that certain Credit Agreement
among Borrowers, U.S. Bank National Association (as Administrative Lender and
as Swingline Lender) and the lenders named therein dated as of January 12,
2001, (as amended, modified or supplemented from time to time, the "Credit
Agreement"), the principal sum of Fifty Million Dollars ($50,000,000), or
such lesser amount as shall equal the aggregate outstanding principal balance
of all Swing Loans made by Lender to Borrowers pursuant to the Credit
Agreement.


             This promissory note is one of the
promissory notes referred to in, and subject to the terms of, the Credit
Agreement.  Capitalized terms used
herein shall have the respective meanings assigned to them in the Credit
Agreement.


             Borrower further promises to pay
interest on the outstanding principal balance hereof at the interest rates, and
payable on the dates, set forth in the Credit Agreement.  All payments of principal and interest hereunder
shall be made to Administrative Lender in lawful money of the United States and
in same day or immediately available funds.


             Lender is authorized but not
required to record the date and amount of each advance made hereunder, the date
and amount of each payment of principal and interest hereunder, and the
resulting unpaid principal balance hereof, in Lender's internal records, and
any such recordation shall be prima facie evidence of the accuracy of the
information so recorded; provided however, that Lender's failure to so record
such amounts shall not limit or otherwise affect Borrower's obligations
hereunder and under the Credit Agreement to repay the principal hereof and
interest hereon.


             Borrowers shall pay all costs of
collection, including reasonable attorneys' fees (whether incurred at the trial
or appellate level, in an arbitration or administrative proceeding, in
bankruptcy (including, without limitation, any adversary proceeding, contested
matter or motion) or otherwise).  No
delay or failure on the part of Lender to exercise any of its rights hereunder
shall be deemed a waiver of such rights or any other right of Lender nor shall
any delay, omission or waiver on any one occasion be deemed a bar to or waiver
of such rights or any other right on any future occasion.  Borrowers and every surety, indorser and
guarantor of this Note waive presentment, demand, protest, notice of intention
to accelerate, notice of acceleration, notice of nonpayment and all other
notices of every kind, and agree that their liability under this Note shall not
be affected by any renewal, postponement or extension in the time of payment
hereof, by any indulgence granted by any holder hereof with respect hereto, or
by any release or change in any security for the payment of this Note, and they
hereby consent to any and all renewals, extensions, indulgences, releases or
changes, regardless of the number of such renewals, extensions, indulgences,
releases or changes.


             The Credit Agreement provides,
among other things, for acceleration (which in certain cases shall be
automatic) of the maturity hereof upon the occurrence of certain stated events,
in each case without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by Borrowers.


             Borrowers' obligations evidenced by
this promissory note are secured by the collateral described in the Loan
Documents.  The Loan Documents describe
the rights of Administrative Lender, Lender and any other holder hereof with
respect to the collateral.


             In the event of any conflict
between the terms of this promissory note and the terms of the Credit
Agreement, the terms of the Credit Agreement shall control.


             This promissory note shall be
governed by and construed in accordance with the laws of the State of Oregon.


          UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER AFTER OCTOBER 3, 1989
CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY
OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN
WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.


	 	MONACO
  COACH CORPORATION
	 	By:


	 	Title:


	 	 
	ROYALE
  COACH BY MONACO, INC.	MCC
  ACQUISITION CORPORATION
	By:

	By:


	Title:

	Title:






 











EXHIBIT C

TO

CREDIT AGREEMENT



Notice of Authorized Representatives



U.S.
Bank National Association

Oregon Commercial Banking

800 Willamette Street, 3rd Floor

PO Box 10553

Eugene, Oregon  97440

Attn:  Ken Carson


             Reference is made to that certain
Credit Agreement among Monaco Coach Corporation, a Delaware corporation, Royale
Coach By Monaco, Inc., an Indiana corporation, and MCC Acquisition Corporation,
a Delaware corporation, (each individually referred to as a
"Borrower" and all collectively referred to as "Borrowers"),
U.S. Bank National Association (as Administrative Lender) and the lenders named
therein dated as of January 12, 2001, (as amended, modified or
supplemented from time to time, the "Credit Agreement").  Capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement.


             Borrowers' Agent hereby represents
to Administrative Lender that the following persons are the Authorized
Representatives, as defined in the Credit Agreement, and that the signatures
opposite their names are their true signatures:


	Name and Office

	Signature


	                                
         	                                
         
	                                   
      	                                   
      
	                                
         	                                
         
	                                   
      	                                   
      
	                                
         	                                
         




             Administrative Lender is authorized
to rely on this Notice of Authorized Representatives until such time, if any,
as Borrowers' Agent has delivered to Administrative Lender, and Administrative
Lender has received, a duly executed Notice of Authorized Representatives in
substitution hereof.  This Notice of
Authorized Representatives cancels and supersedes any Notice of Authorized
Representatives at any time prior to the date hereof delivered by Borrowers'
Agent to Administrative Lender.


             IN WITNESS WHEREOF, Borrowers'
Agent hereby confirms that it has caused this Notice of Authorized
Representatives to be duly executed as of ______________.


	 	MONACO
  COACH CORPORATION	 
	 	 	 
	 	 	 
	 	By:

	 
	 	Title:

	 



 











EXHIBIT D

TO

CREDIT AGREEMENT



Notice of Borrowing



U.S.
Bank National Association

Oregon Commercial Banking

800 Willamette Street, 3rd Floor

PO Box 10553

Eugene, Oregon  97440

Attn:  Ken Carson


             Reference is made to that certain
Credit Agreement among Monaco Coach Corporation, a Delaware corporation, Royale
Coach By Monaco, Inc., an Indiana corporation, and MCC Acquisition Corporation,
a Delaware corporation, (each individually referred to as a
"Borrower" and all collectively referred to as
"Borrowers"), U.S. Bank National Association (as Administrative
Lender) and the lenders named therein dated as of January 12, 2001, (as
amended, modified or supplemented from time to time, the "Credit
Agreement").  Capitalized terms
used herein shall have the respective meanings assigned to them in the Credit
Agreement.


             1.          Pursuant
to Section 3.1 of the Credit Agreement, Borrowers' Agent, on behalf of
Borrowers, hereby requests Revolving Loans upon the following terms:


             (a)         The
aggregate principal amount is to be $___________.



             (b)        The
date of borrowing is to be _________.



             (c)         $________
of the Loans are to be Prime Rate Loans, and $________ of the Loans are to be
LIBOR Loans with a Fixed Rate Term of _______________months.



             2.          Borrowers'
Agent, on behalf of Borrowers, hereby certifies to Administrative Lender and
Lenders that, on the date of this Notice of Borrowing and after giving effect
to the requested disbursement (including the use of the proceeds thereof):


             (a)         Borrowers'
representations and warranties in the Loan Documents are correct in all
material respects as if made on the date hereof;



             (b)        no
Default is continuing or would result from the requested Loans being made; and



             (c)         no
event or circumstance exists that can reasonably be expected to have a Material
Adverse Effect.



             The party signing below on behalf
of Borrowers' Agent is an Authorized Representative and has caused this Notice
of Borrowing to be duly executed on behalf of Borrowers as of ______________.


	 	MONACO
  COACH CORPORATION	 
	 	 	 
	 	 	 
	 	By:

	 
	 	Title:

	 











EXHIBIT E

TO

CREDIT AGREEMENT



Notice of Conversion or Continuation



 


U.S.
Bank National Association

Oregon Commercial Banking

800 Willamette Street, 3rd Floor

PO Box 10553

Eugene, Oregon  97440

Attn:  Ken Carson


             Reference is made to that certain
Credit Agreement among Monaco Coach Corporation, a Delaware corporation, Royale
Coach By Monaco, Inc., an Indiana corporation, and MCC Acquisition Corporation,
a Delaware corporation, (each individually referred to as a
"Borrower" and all collectively referred to as
"Borrowers"), U.S. Bank National Association (as Administrative
Lender) and the lenders named therein dated as of January 12, 2001, (as
amended, modified or supplemented from time to time, the "Credit
Agreement").  Capitalized terms
used herein shall have the respective meanings assigned to them in the Credit
Agreement.


             1.          Pursuant
to Section 3.5 of the Credit Agreement, Borrowers' Agent, on behalf of
Borrowers, hereby requests [the continuation of all or part of outstanding
LIBOR Loans with Fixed Rate Terms ending on ___________] [the conversion of all
or part of its outstanding Prime Rate Loans], as follows:


             (a)         The
Loans to which this Notice applies are $_______ of Revolving Loans.



             (b)        The
effective date of continuation and/or conversion is to be ___________.



             (c)         The
aggregate amount of [said outstanding LIBOR Loans that are Revolving Loans to
be continued as] [said outstanding Prime Rate Loans that are Revolving Loans to
be converted to] LIBOR Loans, and each requested Fixed Rate Term, are:



	Amount

	Fixed
  Rate Term


	$          	          
  months
	$          	          
  months




             (d)        The
aggregate amount of said outstanding LIBOR Loans that are Revolving Loans to be
continued as Prime Rate Loans is $___________.



             2.          Borrowers'
Agent, on behalf of Borrowers, hereby certifies to Administrative Lender and
Lenders that, on the date of this Notice of Conversion or Continuation, no
Default has occurred and is continuing.


             The party signing below on behalf
of Borrowers' Agent is an Authorized Representative and has caused this Notice
of Conversion or Continuation to be duly executed on behalf of Borrowers as of
_____________.


	 	MONACO
  COACH CORPORATION	 
	 	 	 
	 	 	 
	 	By:

	 
	 	Title:

	 



 










EXHIBIT F

TO

CREDIT AGREEMENT



Certificate of Chief Financial Officer



U.S.
Bank National Association

Oregon Commercial Banking

800 Willamette Street, 3rd Floor

PO Box 10553

Eugene, Oregon  97440

Attn:  Ken Carson


and each Lender


             This certificate is furnished
pursuant to Section 8.3 of that certain Credit Agreement among Monaco Coach
Corporation, a Delaware corporation, Royale Coach By Monaco, Inc., an Indiana
corporation, and MCC Acquisition Corporation, a Delaware corporation, (each
individually referred to as a "Borrower" and all collectively
referred to as "Borrowers"), U.S. Bank National Association (as
Administrative Lender) and the lenders named therein dated as of
January 12, 2001, (as amended, modified or supplemented from time to time,
the "Credit Agreement"). 
Capitalized terms used herein shall have the respective meanings
assigned to them in the Credit Agreement.


             The undersigned hereby certifies
that:


             (1)         the
financial statements of Borrowers attached hereto for the [quarter] [year]
ending _________________, ____ were prepared in accordance with GAAP and fairly
present in all material respects Borrowers' balance sheet as of the end of such
[quarter] [year] and income and cash flow for such [quarter] [year] and
year-to-date (subject to normal year end adjustments and without notes);


             (2)         [no
Default existed at any time during such [quarter] [year]] [no Default existed
at any time during such [quarter] [year] except for the events described below
and a detailed statement of the action which Borrowers [have taken] [propose to
take] with respect to each such event is set forth the description of such
event below]; and


             (3)         the
calculation demonstrating Borrowers' compliance with the covenants set forth in
Article X is attached hereto.


             Dated:__________, ____.


	 	Name:

	 
	 	Chief
  Financial Officer	 











EXHIBIT G

TO

CREDIT AGREEMENT



Assignment and Assumption Agreement



             THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT ("Agreement") is entered into as of ____________, between
___________________ ______________________ ("Assignor") and
________________________ ("Assignee").


             WHEREAS, Assignor is a Lender under
that certain Credit Agreement among Monaco Coach Corporation, a Delaware
corporation, Royale Coach By Monaco Corporation, an Indiana corporation, and
MCC Acquisition Corporation, a Delaware corporation, (each individually
referred to as "Borrower" and all collectively referred to as
"Borrowers"), U.S. Bank National Association (as Administrative Lender)
and the lenders named therein dated as of January 12, 2001, (as amended,
modified or supplemented from time to time, the "Credit
Agreement").  Capitalized terms
used but not defined in this Agreement shall have the meanings set forth in the
Credit Agreement.


             WHEREAS, it is the intention of
Assignor and Assignee that (a) Assignor assign to Assignee [all] [a portion] of
Assignor's rights and obligations under the Credit Agreement, (b) Assignee
assume all such assignment obligations of Assignor, and (c) Assignor be
released from such assigned obligations.


             NOW, THEREFORE, in consideration of
the mutual agreements herein contained, the parties hereto agree as follows:


             1.          Assignment.  Effective on the Assignment
Effective Date (as defined in Section 3 hereof), Assignor, without recourse and
without representation or warranty (except as expressly provided in Section 6
hereof), hereby assigns to Assignee the Assigned Rights and Obligations (as
defined below).


             [The "Assigned Rights and
Obligations" means all of Assignor's rights and obligations under the
Credit Agreement on the Assignment Effective Date.]


             [The "Assigned Rights and
Obligations" means:  [a $__________
portion] [_________%] of Assignor's share of the Loans, Letter of Credit
Obligations and Total Commitments on the Assignment Effective Date; and all of
Assignor's other rights and obligations under the Credit Agreement that are
attributable to such share.]


             2.          Assumption.  Effective on the Assignment
Effective Date, Assignee hereby accepts the foregoing assignment of, and hereby
assumes from Assignor all of, the Assigned Rights and Obligations.


             3.          Effectiveness.  This Agreement shall become

effective on such date as shall be selected by Assignor (the "Assignment
Effective Date"), which date shall be on or as soon as practicable after
the execution and delivery of counterparts of this Agreement by Assignor,
Assignee, Administrative Lender and Borrowers' Agent on behalf of
Borrowers.  Assignor shall promptly notify
Assignee, Administrative Lender and Borrowers' Agent in writing of the
Assignment Effective Date.


             4.          Payments
on Assignment Effective Date.  In consideration of the assignment by
Assignor to, and the assumption by Assignee of, the Assigned Rights and
Obligations, on the Assignment Effective Date: 
(a) Assignee shall pay to Assignor the principal amount of all Loans
made by Assignor pursuant to the Credit Agreement that are attributable to the
Assigned Rights and Obligations and outstanding on the Assignment Effective
Date; (b) each of Assignor and Assignee shall pay to the other such amounts (if
any) as are specified in any written agreement or exchange of letters between
them; and (c) Assignee shall pay to Administrative Lender an assignment
processing and recordation fee of $_________.


             5.          Allocation
and Payment of Interest and Fees.


             (a)         Administrative
Lender shall pay to Assignee all interest, commitment fees and other amounts
not constituting principal that are paid by or on behalf of Borrowers pursuant
to the Loan Documents and are attributable to the Assigned Rights and
Obligations ("Borrower Amounts") which accrue on and after the
Assignment Effective Date.  If Assignor
receives or collects any such Borrower Amounts, Assignor shall promptly pay
them to Assignee.


             (b)        Administrative
Lender shall pay to Assignor all Borrower Amounts that accrue before the
Assignment Effective Date.  If Assignee
receives or collects any such Borrower Amounts, Assignee shall promptly pay
them to Assignor.


             6.          Representations
and Warranties.


             (a)         Each
of Assignor and Assignee represents and warrants to the other party as follows:


             (i)          it
has full power and authority, and has taken all action necessary, to execute
and deliver this Agreement and to fulfill its obligations under, and to
consummate the transactions contemplated by, this Agreement;



             (ii)         the making and performance of this Agreement and all
documents required to be executed and delivered by it pursuant hereto do not
and will not violate any law or regulation applicable to it;



             (iii)        this Agreement has been duly executed and delivered by, and
constitutes a legal, valid and binding obligation of, it, enforceable in
accordance with its terms; and



             (iv)       all approvals, authorizations or other actions by, or filings
with, any governmental authority necessary for the validity or enforceability
of its obligations under this Agreement have been made or obtained.



             (b)        Assignor
represents and warrants to Assignee that Assignor owns the Assigned Rights and
Obligations, free and clear of all liens or other encumbrances.


             (c)         Assignee
represents and warrants to Assignor as follows:


             (i)          Assignee
has made and shall continue to make its own independent investigation of the
financial condition, affairs and creditworthiness of Borrowers, and the value
of any Collateral now or hereafter securing any of the obligations,
indebtedness, liabilities or undertakings under the Loan Documents, in
connection with Assignee's assumption of the Assigned Rights and Obligations;
and



             (ii)         Assignee has received a copy of the Loan Documents and such
other documents, financial statements and information as Assignee deems
appropriate to make its own credit analysis and decision to enter into this
Agreement.



             7.          No
Assignor Responsibility.  Assignor makes no representation or warranty
and assumes no responsibility to Assignee for:


             (a)         the
execution by any party other than Assignor, or the effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of the Loan Documents;



             (b)        any
representations, warranties, recitals or statements made in the Loan Documents
or in any financial statement or other statement, instrument, report,
certificate or any other document made or furnished or made available by or on
behalf of Borrowers to Assignor or Assignee in connection with the Loan
Documents and the transactions contemplated thereby;



             (c)         the
performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents or the existence
or possible existence of any default or event of default under the Loan
Documents; or



             (d)        the
accuracy or completeness of any information provided to Assignee, whether by
Assignor or by or on behalf of Borrowers.



Assignor shall have no
initial or continuing duty or responsibility to make any investigation of the
financial condition, affairs or creditworthiness of Borrowers, or the value of
any Collateral, in connection with the assignment of the Assigned Rights and
Obligations hereunder, or to provide Assignee with any credit or other information
with respect thereto, whether coming into Assignor's possession before the date
hereof or at any time or times thereafter.


             8.          Assignee
Bound By Credit Agreement.  Effective on the Assignment Effective Date,
Assignee:  (a) shall be deemed to be a
party to and "Lender" under the Credit Agreement; (b) agrees to be
bound by the Credit Agreement to the same extent as it would have been if it
had been an original Lender party thereto; and (c) agrees to perform in
accordance with their respective terms all obligations which are required under
the Loan Documents to be performed by it as a Lender.  Assignee appoints and authorizes Administrative Lender to take
such actions as Administrative Lender on Assignee's behalf and to exercise such
powers under the Loan Documents as are delegated to Administrative Lender by
the terms thereof, together with such powers as are reasonably incidental
thereto.


             9.          Assignor
Released From Credit Agreement.  Effective on the Assignment Effective Date,
Assignor shall be released from the Assigned Rights and Obligations; provided,
however, that Assignor shall retain all of its rights to indemnification under
the Loan Documents for any events, acts or omissions occurring before the
Assignment Effective Date.


             [10.       Foreign Withholding.


             (a)         Assignee
represents and warrants to Administrative Lender, Borrowers and Assignor that,
under applicable law and treaties, Assignee is entitled to receive all payments
under the Loan Documents and this Agreement payable to it, without deduction or
withholding of any taxes imposed by the United States or any political
subdivision thereof.


             (b)        On
or before the Assignment Effective Date, Assignee shall deliver to each of
Borrowers' Agent and Administrative Lender two executed copies of valid and
properly completed:  (i) United States
Internal Revenue Service Form 1001 or 4224 certifying that Assignee is entitled
to receive payments under the Credit Agreement and the Loan Documents payable
to it, without deduction or withholding of any United States federal income
taxes; or (ii) Internal Revenue Service Form W-8 or W-9 establishing an
exemption from United States backup withholding tax.  If any such form is found to be incomplete or incorrect, or must
be replaced (on the same or a successor form) in order to maintain its
effectiveness, Assignee shall execute and deliver to each of Borrowers' Agent
and Administrative Lender two executed copies of a valid, complete and correct
replacement form.]


             [11.]      General.


             (a)         This
Agreement constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior and current understandings
and agreements, whether written or oral (other than with respect to any fees
payable as provided in Section 4 hereof).


             (b)        No
term or provision of this Agreement may be amended, waived or terminated
orally, but only by an instrument signed by the parties hereto.


             (c)         This
Agreement may be executed in one or more counterparts.  Each set of executed counterparts shall be
an original.  Executed counterparts may
be delivered by facsimile transmission.


             (d)        Assignor
may at any time and from time to time grant to others pursuant to the Loan
Documents assignments of or participations in all or part of Assignor's share
of the Loans, Letter of Credit Obligations and Total Commitments, but not with
respect to the Assigned Rights and Obligations.


             (e)         This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Neither Assignor nor Assignee may assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of the
other.  The preceding sentence shall not
limit the right of Assignee to grant to others assignments of or participations
in all or part of the Assigned Rights and Obligations to the extent permitted
by the terms of the Loan Documents.


             (f)         All
payments to Assignor or Assignee hereunder shall, unless otherwise specified by
the party entitled thereto, be made in United States Dollars, in immediately
available funds, and to the address or account specified on the signature pages
of this Agreement.  The address of
Assignee for notice purposes under the Credit Agreement shall be as specified
on the signature pages of this Agreement.


             (g)        If
any provision of this Agreement is held invalid, illegal or unenforceable, the
remaining provisions hereof will not be affected or impaired in any way.


             (h)        Each
party shall bear its own expenses in connection with the preparation and
execution of this Agreement.


             (i)          This
Agreement shall be governed by and construed in accordance with the laws of the
State of Oregon.


             IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


	 	ASSIGNOR:	 
	 	   

	 
	 	By:

	 
	 	Name:

	 
	 	Title:

	 
	 	 	 
	 	Assignor's
  Notice Instructions:	 
	 	   

	 
	 	   

	 
	 	  

	 
	 	Attn:

	 
	 	Ref:

	 
	 	Telephone:

	 
	 	Facsimile:
  

	 
	 	 	 
	 	Assignor's
  Payment Instructions:	 
	 	   

	 
	 	   

	 
	 	   

	 
	 	ABA
  No.

	 
	 	Account
  No.

	 
	 	Attn:

	 
	 	Ref:

	 
	 	 	 
	 	ASSIGNEE:	 
	 	   

	 
	 	By:

	 
	 	Name:

	 
	 	Title:

	 
	 	 	 
	 	Assignee's
  Notice Instructions:	 
	 	   

	 
	 	   

	 
	 	   

	 
	 	Attn:

	 
	 	Ref:

	 
	 	Telephone:
  

	 
	 	Facsimile:
  

	 
	 	 	 
	 	Assignee's
  Payment Instructions:	 
	 	   

	 
	 	   

	 
	 	   

	 
	 	ABA
  No.

	 
	 	Account
  No.

	 
	 	Attn:

	 
	 	Ref:

	 
	 	 	 
	 	ACKNOWLEDGED
  AND AGREED:	 
	 	 	 
	 	ADMINISTRATIVE
  LENDER:	 
	 	   

	 
	 	By:

	 
	 	Name:

	 
	 	Title: