<PAGE>   1
                                                                  Exhibit 4(d)


                           SHORT TERM CREDIT AGREEMENT
                           ---------------------------

                  THIS SHORT-TERM CREDIT AGREEMENT, dated as of April 21, 1997
(this "Agreement"), is by and among NATIONAL AUTO CREDIT, INC., a Delaware
corporation (the "Borrower"), the Lenders set forth on the signature pages
hereof (collectively, the "Lenders" and individually, a "Lender"), THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as documentation agent for the Lenders (in
such capacity, the "Documentation Agent").

                                  INTRODUCTION
                                  ------------

                  The Borrower desires to obtain a 364-day revolving credit
facility in the aggregate principal amount of $39,000,000, in order to provide
funds for its general corporate purposes and the Lenders are willing to
establish such credit facility in favor of the Borrower on the terms and
conditions herein set forth.

                  In consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS
                                   -----------


                  1.1 CERTAIN DEFINITIONS. As used herein the following terms
shall have the following respective meanings:

                  "AFFILIATE", when used with respect to any person shall mean
any other person which, directly or indirectly, controls or is controlled by or
is under common control with such person. For purposes of this definition
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), with respect to any person, shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting
securities or by contract or otherwise. Notwithstanding the foregoing provisions
of this definition, the term "Affiliate" shall not include Sam J. Frankino,
Chairman of the Board and majority shareholder of the Borrower.

                  "ALTERNATE BASE RATE" shall mean, for any day, the rate of
interest that is equal to the higher of (i) the Corporate Base Rate for such day
and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per
annum.

                  "APPLICABLE MARGIN" shall mean the following margin based upon
the Leverage Ratio as adjusted on the first Business Day immediately following
the date on which the financial statements and compliance certificate required
pursuant to Section 5.1(d) are delivered to the Lenders and shall remain in
effect until the next change to be effected pursuant to this definition, based
upon such ratio for the four 

<PAGE>   2



consecutive fiscal quarters immediately preceding such date; PROVIDED, THAT, the
Eurodollar Rate shall not be adjusted pursuant to the Applicable Margin for any
outstanding Eurodollar Rate Loan until after the end of the Eurodollar Interest
Period for such Eurodollar Rate Loan:

                                APPLICABLE MARGIN
                                -----------------

<TABLE>
<CAPTION>
    ----------------------------------------------------------- ------------------ ---------------- -----------------
                                                                Floating
                          Leverage Ratio                        Rate                 Eurodollar     Facility Fee
                                                                Loan                  Rate Loan
    ----------------------------------------------------------- ------------------ ---------------- -----------------
<S>                                                             <C>                <C>              <C>
     I. Less than or equal to 0.15:1.0                          0.00%              0.50%            0.125%
    ----------------------------------------------------------- ------------------ ---------------- -----------------
    II. Greater than 0.15:1.0 but less than or equal to         0.00%              0.55%            0.15%
             0.30:1.0
    ----------------------------------------------------------- ------------------ ---------------- -----------------
    III. Greater than 0.30:1.0 but less than or equal to        0.05%              0.65%            0.20%
             0.40:1.0
    ----------------------------------------------------------- ------------------ ---------------- -----------------
    IV. Greater than 0.40:1.0                                   0.10%              0.75%            0.25%
    ----------------------------------------------------------- ------------------ ---------------- -----------------
</TABLE>


; PROVIDED, HOWEVER, that, if any financial statements referred to above are not
delivered within the time period specified above, then, until the financial
statements are delivered, the Applicable Margin shall be as set forth in Level
IV.

                 "BORROWING" shall mean the aggregation of Loans of the Lenders
to be made to the Borrower, or continuations and conversions of such Loans, made
pursuant to Article II on a single date (and with respect to Fixed Rate Loans,
for a single Interest Period), which Borrowings may be classified for purposes
of this Agreement by reference to the type of Loans comprising the related
Borrowing, e.g., a "Eurodollar Rate Borrowing" is a Borrowing comprised of
Eurodollar Rate Loans.

                 "BUSINESS DAY" shall mean a day other than a Saturday, Sunday
or other day on which banks generally are not open in Chicago or New York for
the conduct of substantially all of their commercial lending activities.

                 "CAPITAL LEASE" of any person shall mean any lease which, in
accordance with Generally Accepted Accounting Principles, is or should be
capitalized on the books of such person.

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

                 "COMMITMENTS" shall mean, with respect to each Lender, the
commitment of such Lender to make Loans pursuant to Section 2.1, in amounts not
exceeding in aggregate principal amount outstanding at any time the commitment
amount for such Lender set forth next to the name of each such Lender on the
signature pages hereof or as subsequently set forth in any Assignment and
Acceptance or Assumption Agreement, as such amount may be reduced or modified
from time to time pursuant to Section 2.2 or Section 8.6; provided, that the
Total Commitments may not exceed $50,000,000.



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                 "CONSOLIDATED" or "CONSOLIDATED" shall mean, when used with
reference to any financial term in this Agreement, the aggregate for two or more
persons of the amounts signified by such term for all such persons determined on
a consolidated basis in accordance with Generally Accepted Accounting
Principles.

                 "CONSOLIDATED NET INCOME" means, with reference to any period,
the net income (or loss) of the Borrower and its Subsidiaries for such period
(taken as a cumulative whole), as determined in accordance with GAAP, after
eliminating all offsetting debits and credits between the Borrower and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its
Subsidiaries in accordance with GAAP, provided that there shall be excluded:

                           (a) the income (or loss) of any Person accrued prior
                  to the date it becomes a Subsidiary or is merged into or
                  consolidated with the Borrower or a Subsidiary, and the income
                  (or loss) of any Person, substantially all of the assets of
                  which have been acquired in any manner, realized by such other
                  Person prior to the date of acquisition;

                           (b) the income (or loss) of any Person (other than a
                  Subsidiary) in which the Borrower or any Subsidiary has an
                  ownership interest, except to the extent that any such income
                  has been actually received by the Borrower or such Subsidiary
                  in the form of cash dividends or similar cash distributions;

                           (c) the undistributed earnings of any Subsidiary to
                  the extent that the declaration or payment of dividends or
                  similar distributions by such Subsidiary is not at the time
                  permitted by the terms of its charter or any agreement,
                  instrument, judgment, decree, order, statute, rule or
                  governmental regulation applicable to such Subsidiary;

                           (d) any restoration to income of any contingency
                  reserve, except to the extent that provision for such reserve
                  was made out of income accrued during such period;

                           (e) any aggregate net gain (but not any aggregate net
                  loss) during such period arising from the sale, conversion,
                  exchange or other disposition of capital assets (such term to
                  include, without limitation, (i) all non-current assets and,
                  without duplication, (ii) the following, whether or not
                  current: all fixed assets, whether tangible or intangible, all
                  inventory sold in conjunction with the disposition of fixed
                  assets, and all Securities);

                           (f) any gains resulting from any write-up of any
                  assets (but not any loss resulting from any write-down of any
                  assets);



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                           (g) any net gain from the collection of the proceeds
                  of life insurance policies;

                           (h) any gain arising from the acquisition of any
                  Security, or the extinguishment, under GAAP, of any
                  Indebtedness, of the Borrower or any Subsidiary;

                           (i) any net income or gain (but not any net loss)
                  during such period from (i) any change in accounting
                  principles in accordance with GAAP, (ii) any prior period
                  adjustments resulting from any change in accounting principles
                  in accordance with GAAP, (iii) any extraordinary items, or
                  (iv) any discontinued operations or the disposition thereof;

                           (j) any deferred credit representing the excess of
                  equity in any Subsidiary at the date of acquisition over the
                  cost of the investment in such Subsidiary;

                           (k) in the case of a successor to the Borrower by
                  consolidation or merger or as a transferee of its assets, any
                  earnings of the successor corporation prior to such
                  consolidation, merger or transfer of assets; and

                           (l) any portion of such net income that cannot be
                  freely converted into Dollars.

                 "CONTINGENT LIABILITIES" of any person shall mean, as of any
date, all obligations of such person or of others for which such person is
contingently liable, as obligor, guarantor, surety or in any other capacity, or
in respect of which obligations such person assures a creditor against loss or
agrees to take any action to prevent any such loss (other than endorsements of
negotiable instruments for collection in the ordinary course of business),
including without limitation all reimbursement obligations of such person in
respect of any letters of credit, surety bonds or similar obligations and all
obligations of such person to advance funds to, or to purchase assets, property
or services from, any other person in order to maintain the financial condition
of such other person.

                 "CONTROLLED GROUP" shall mean a person and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with such person, are treated
as a single employer generally under Section 414(b) or 414(c) of the Code.

                 "CORPORATE BASE RATE" shall mean a rate per annum equal to the
corporate base rate of interest announced by First Chicago from time to time,
changing when and as said corporate base rate changes.

                 "CUMULATIVE NET INCOME" of any person shall mean, as of any
date, the net income (after deduction for income and other taxes of such person,
or its shareholders in the case of a corporation that has elected to be taxed as
a Subchapter S corporation under the Code, determined by reference to income or
profits of such person) for the period commencing on February 1, 1997 through
the end of the most 


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recently completed fiscal quarter of such person (but without reduction for any
net loss incurred for any fiscal quarter during such period), taken as one
accounting period, all as determined in accordance with Generally Accepted
Accounting Principles.

                 "DEFAULT" shall mean any of the events or conditions described
in Section 6.1 which might become an Event of Default with notice or lapse of
time or both.

                  "DISTRIBUTION" means, in respect of any corporation,
association or other business entity:

                  (a) dividends or other distributions or payments on capital
stock or other equity interest of such corporation, association or other
business entity (except distributions in such stock or other equity interest);
and

                  (b) the redemption or acquisition of such stock or other
equity interests or of warrants, rights or other options to purchase such stock
or other equity interests (except when solely in exchange for such stock or
other equity interests) unless made, contemporaneously, from the net proceeds of
a sale of such stock or other equity interests.

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

                  "EFFECTIVE DATE" shall mean the effective date specified in
the final paragraph of this Agreement.

                  "ELIGIBLE NET INSTALLMENT RECEIVABLES" of any person shall
mean installment notes receivable, net of unearned income, of such person minus
those receivables, net of unearned income, of such person which are: (i) more
than 120 days contractually past due; (ii) the subject of any foreclosure
proceedings; (iii) held for repossession or resale by such person; (iv)
non-accruing accounts; (v) the amount of installment notes receivable included
in or subject to any Receivables Program; or (vi) otherwise reasonably deemed
ineligible by the Required Lenders.

                  "ENVIRONMENTAL LAWS" at any date shall mean all provisions of
law, statutes, ordinances, rules, regulations, judgments, writs, injunctions,
decrees, orders, awards and standards promulgated by the government of the
United States of America or any foreign government or by any state, province,
municipality or other political subdivision thereof or therein or by any court,
agency, instrumentality, regulatory authority or commission of any of the
foregoing concerning the protection of, or regulating the discharge of
substances into, the environment.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations thereunder.

                 "ERISA AFFILIATE" shall mean, with respect to any person, any
trade or business (whether or not incorporated) which, together with such person
or any Subsidiary of such person, would be treated as a single employer under
Section 414 of the Code and the regulations promulgated thereunder.



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                  "EURODOLLAR BUSINESS DAY" shall mean, with respect to any
Eurodollar Rate Loan, a day which is both a Business Day and a day on which
dealings in Dollar deposits are carried out in the London interbank market.

                  "EURODOLLAR INTEREST PERIOD" shall mean, with respect to any
Eurodollar Rate Loan, the period commencing on the day such Eurodollar Rate Loan
is made or converted to a Eurodollar Rate Loan and ending on the date one, two,
three or six months thereafter, or, if available to all Lenders, four or five
months thereafter, or, on a one-time only basis in connection with the initial
Eurodollar Rate Borrowing made on or about the Effective Date, 30 or a lesser
number of days thereafter acceptable to the Lenders, as the Borrower may elect
under Section 2.4 or 2.7, and each subsequent period commencing on the last day
of the immediately preceding Eurodollar Interest Period and ending on the date
one, two, three or six months thereafter, or, if available to all Lenders, four
or five months thereafter, as the Borrower may elect under Section 2.4 or 2.7,
PROVIDED, however, that (a) any Eurodollar Interest Period which commences on
the last Eurodollar Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Eurodollar Business Day of the appropriate
subsequent calendar month, (b) each Eurodollar Interest Period which would
otherwise end on a day which is not a Eurodollar Business Day shall end on the
next succeeding Eurodollar Business Day or, if such next succeeding Eurodollar
Business Day falls in the next succeeding calendar month, on the next preceding
Eurodollar Business Day, and (c) no Eurodollar Interest Period which would end
after the Termination Date shall be permitted.

                  "EURODOLLAR RATE" shall mean, with respect to any Eurodollar
Rate Loan and the related Eurodollar Interest Period, the per annum rate that is
equal to the sum of:

                           (a) the Applicable Margin,

                           (b) the rate per annum obtained by dividing (i) the
per annum rate determined by the Administrative Agent to be the rate at which
First Chicago offers to place deposits in the London interbank market, at
approximately 11:00 a.m. London time, on the second Eurodollar Business Day
prior to the first day of such Eurodollar Interest Period, in the approximate
amount of First Chicago's relevant Eurodollar Rate Loan and having a maturity
approximately equal to such Eurodollar Interest Period, by (ii) an amount equal
to one minus the stated maximum rate (expressed as a decimal) of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) that is specified on the first day of
such Eurodollar Interest Period by the Board of Governors of the Federal Reserve
System (or any successor agency thereto) for determining the maximum reserve
requirement with respect to eurocurrency funding (currently referred to as
"Eurocurrency liabilities" in Regulation D of such Board) maintained by a member
bank of such System;

all as conclusively determined by the Administrative Agent, such sum to be
rounded up, if necessary, to the nearest whole multiple of one one-sixteenth of
one percent (1/16 of 1%).

                  "EURODOLLAR RATE LOAN" shall mean any Loan which bears
interest at the Eurodollar Rate.

                  "EVENT OF DEFAULT" shall mean any of the events or conditions
described in Section 6.1.



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                  "EXISTING CREDIT AGREEMENT" shall mean the Credit Agreement
dated as of June 30, 1995, as amended, among the Borrower, certain affiliates of
the Borrower, the banks named therein and NBD Bank, as agent.

                  "FAIR MARKET VALUE" means at any time and with respect to any
property, the sale value of such property that would be realized in an
arm's-length sale at such time between an informed and willing buyer and an
informed and willing seller (neither being under a compulsion to buy or sell).

                  "FEDERAL FUNDS RATE" shall mean the per annum rate that is
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. Chicago
time on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion, all as conclusively determined by
the Administrative Agent, such sum to be rounded up, if necessary, to the
nearest whole multiple of one sixteenth of one percent (1/16 of 1%), which
Federal Funds Rate shall change simultaneously with any change in such announced
rates.

                  "FIRST CHICAGO" shall mean The First National Bank of Chicago
in its individual capacity, and its successors.

                  "FIXED CHARGES" means, with respect to any period, the sum of
(a) Interest Charges for such period and (b) Lease Rentals for such period. For
purposes of this definition, "Interest Charges" means, with respect to any
period, the sum (without duplication) of the following (in each case,
eliminating all offsetting debits and credits between the Borrower and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its
Subsidiaries in accordance with Generally Accepted Accounting Principles: (a)
all interest in respect of Indebtedness of the Borrower and its Subsidiaries
(including imputed interest on Capital Leases) deducted in determining
Consolidated Operating Net Income for such period, together with all interest
capitalized or deferred during such period and not deducted in determining
Consolidated Operating Net Income for such period, and (b) all debt discount and
expense amortized or required to be amortized in the determination of
Consolidated Operating Net Income for such period. For purposes of this
definition, "Lease Rentals" means, with respect to any period, the sum of the
rental and other obligations required to be paid during such period by the
Borrower or any Subsidiary as lessee under all leases of real or personal
property (other than Capital Leases), excluding any amounts required to be paid
by the lessee (whether or not therein designated as rental or additional rental
) on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges, provided that, if at the date of determination, any
such rental or other obligations (or portion thereof) are contingent or not
otherwise definitely determinable by the terms of the related lease, the amount
of such obligations (or such portion thereof) (i) shall be assumed to be equal
to the amount of such obligations for the period of 12 consecutive calendar
months immediately preceding the date of determination or (ii) if the related
lease was not in effect during such preceding 12 month period, shall be the
amount estimated by a chief financial officer, controller or treasurer of the
Borrower on a reasonable basis and in good faith.

                  "FIXED RATE LOAN" shall mean any Eurodollar Rate Loan.



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<PAGE>   8



                  "FLOATING RATE" shall mean the per annum rate equal to the sum
of (a) the Applicable Margin plus (b) the Alternate Base Rate in effect from
time to time, which Floating Rate shall change simultaneously with any change in
such Alternate Base Rate.

                  "FLOATING RATE LOAN" shall mean any Loan which bears interest
at the Floating Rate.

                  "FUNDED INDEBTEDNESS" of any person shall mean, as of any
date, all Indebtedness of such person, other than Subordinated Indebtedness.

                  "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" shall
mean Generally Accepted Accounting Principles applied on a basis consistent with
that reflected in the financial statements referred to in Section 4.6.

                  "GUARANTY" shall mean any Guaranty entered into by any
Guarantor for the benefit of the Administrative Agent and the Lenders pursuant
to this Agreement in substantially the form of Exhibit A hereto, as amended or
modified from time to time.

                  "GUARANTORS" shall mean NAC, Inc., NAC Investment Co. and any
other person entering into a Guaranty from time to time.

                  "HAZARDOUS MATERIALS" includes, without limitation, any
flammable explosives, radioactive materials, hazardous materials, hazardous
wastes, hazardous or toxic substances or related materials defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Sections 9601, ET SEQ.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sections 1801, ET SEQ.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, ET SEQ.) and
in the regulations adopted and publications promulgated pursuant thereto, or any
other federal, state or local government law, ordinance, rule or regulation.

                  "INDEBTEDNESS" of any person shall mean, as of any date, (a)
all obligations of such person for borrowed money, (b) all obligations of such
person as lessee under any Capital Lease, (c) all obligations which are secured
by any Lien existing on any asset or property of such person whether or not the
obligation secured thereby shall have been assumed by such person, (d) the
unpaid purchase price for goods, property or services acquired by such person,
except for trade accounts payable arising in the ordinary course of business
that are not past due, (e) all obligations of such person to purchase goods,
property or services where payment therefor is required regardless of whether
delivery of such goods or property or the performance of such services is ever
made or tendered (generally referred to as "take or pay contracts"), (f) all
liabilities of such person in respect of Unfunded Benefit Liabilities under any
plan of such person or of any member of a Controlled Group of which such person
is a member, (g) all obligations of such person in respect of any interest rate
or currency swap, rate cap or other similar transaction (valued in an amount
equal to the highest termination payment, if any, that would be payable by such
person upon termination for any reason on the date of determination), and (h)
all obligations of others similar in character to those described in clauses (a)
through (g) of this definition for which such person is contingently liable, as
obligor, guarantor, surety or in any other capacity, or in respect of which
obligations such person assures a creditor against loss or agrees to take any
action to prevent any such loss (other than endorsements of negotiable
instruments for collection in the ordinary course of business), including
without 



                                      -8-
<PAGE>   9


limitation all reimbursement obligations of such person in respect of letters of
credit, surety bonds or similar obligations and all obligations of such person
to advance funds to, or to purchase assets, property or services from, any other
person in order to maintain the financial condition of such other person.

                  "INTEREST PAYMENT DATE" shall mean (a) with respect to any
Fixed Rate Loan, the last day of each Interest Period with respect to such Fixed
Rate Loan, and, in the case of any Interest Period exceeding three months, those
days that occur during such Interest Period at intervals of three months after
the first day of such Interest Period, and (b) in all other cases, the last
Business Day of each January, April, July and October occurring after the date
hereof, commencing with the first such Business Day occurring after the date of
this Agreement.

                  "INTEREST PERIOD" shall mean any Eurodollar Interest Period or
Bid-Option Interest Period.

                  "INVESTMENT" means any investment, made in cash or by delivery
of property, by the Borrower or any of its Subsidiaries (i) in any Person,
whether by acquisition of stock, Indebtedness or other obligation or Security,
or by loan, guaranty, advance, capital contribution or otherwise, or (ii) or in
any property.

                  "LENDER OBLIGATIONS" shall mean all indebtedness, obligations
and liabilities, whether now owing or hereafter arising, direct or indirect,
contingent or otherwise, of the Borrower to the Administrative Agent or any
Lender pursuant to the Loan Documents.

                  "LEVERAGE RATIO" of any person shall mean the ratio of (a)
Funded Indebtedness of such person to (b) Eligible Net Installment Receivables
of such person.

                  "LIEN" shall mean any pledge, assignment, hypothecation,
mortgage, security interest, deposit arrangement, option, conditional sale or
title retaining contract, sale and leaseback transaction, financing statement
filing, lessor's or lessee's interest under any lease, subordination of any
claim or right, or any other type of lien, charge, encumbrance, preferential
arrangement or other claim or right.

                  "LOAN" shall mean any Revolving Credit Loan. Any such Loan or
portion thereof may also be denominated as a Floating Rate Loan or a Fixed Rate
Loan and such Floating Rate Loans and Fixed Rate Loans are referred to herein as
"types" of Loans.

                  "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the
Guaranties and any other agreement, instrument or document executed at any time
in connection with this Agreement.

                  "LONG-TERM CREDIT AGREEMENT" shall mean the Long-Term Credit
Agreement dated as of the date hereof among the Borrower, the Lenders, the
Documentation Agent and the Administrative Agent, as amended, modified,
extended, restated or supplemental from time to time.

                 "MULTIEMPLOYER PLAN" shall mean any "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

                  "NET CASH PROCEEDS" shall mean without duplication in
connection with any issuance or sale of any equity securities or debt securities
or instruments or the incurrence of loans, the cash proceeds 



                                      -9-
<PAGE>   10


received from such issuance or incurrence, net of investment banking fees,
reasonable and documented attorneys' fees, accountants' fees, underwriting
discounts and commissions and other reasonable and customary fees and expenses
actually incurred in connection therewith.

                  "NET INCOME AVAILABLE FOR FIXED CHARGES" means, with respect
to any period, Consolidated Net Income for such period plus all amounts deducted
in the computation thereof on account of (a) Fixed Charges during such period
and (b) taxes imposed on or measured by income or excess profits of the Borrower
and its Subsidiaries during such period.

                  "NOTES" shall mean the Revolving Credit Notes; "NOTE" shall
mean any Revolving Credit Note.

                  "OVERDUE RATE" shall mean (a) in respect of principal of
Floating Rate Loans, a rate per annum that is equal to the sum of two percent
(2%) per annum plus the Floating Rate, (b) in respect of principal of Fixed Rate
Loans, a rate per annum that is equal to the sum of two percent (2%) per annum
plus the per annum rate in effect thereon until the end of the then current
Interest Period for such Loan and, thereafter, a rate per annum that is equal to
the sum of two percent (2%) per annum plus the Floating Rate, and (c) in respect
of other amounts payable by the Borrower hereunder (other than interest), a per
annum rate that is equal to the sum of two percent (2%) per annum plus the
Floating Rate.

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

                  "PERCENTAGE OF TOTAL COMMITMENTS" shall mean, with respect to
each Lender, the amount set forth in the signature page next to the name of such
Lender or as subsequently set forth in any Assignment and Acceptance or
Assumption Agreement.

                  "PERMITTED LIENS" shall mean Liens permitted by Section 5.2(e)
hereof.

                  "PERSON" or "PERSON" shall include an individual, a
corporation, an association, a partnership, a trust or estate, a joint stock
company, an unincorporated organization, a joint venture, a trade or business
(whether or not incorporated), a government (foreign or domestic) and any agency
or political subdivision thereof, or any other entity.

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

                  "PRIVATE PLACEMENT DEBT" shall mean the debt issued by the
Borrower pursuant to the Private Placement Debt Documents in an aggregate
principal amount not to exceed Forty-Five Million Dollars ($45,000,000).

                 "PRIVATE PLACEMENT DEBT DOCUMENTS" shall mean that certain
National Auto Credit, Inc. Note Purchase Agreement dated as of April 21, 1997
(7.66% Senior Notes due April 21, 2004), together 



                                      -10-
<PAGE>   11


with any and all other documents, instruments and certificates executed and
delivered pursuant thereto, as the same may be amended from time to time and any
and all other documents executed in exchange therefor or replacement or renewal
thereof.

                  "PROHIBITED TRANSACTION" shall mean any transaction involving
any Plan which is proscribed by Section 406 of ERISA or Section 4975 of the
Code.

                  "REPORTABLE EVENT" shall mean a reportable event as described
in Section 4043(b) of ERISA including those events as to which the thirty (30)
day notice period is waived under Part 2615 of the regulations promulgated by
the PBGC under ERISA.

                  "REQUIRED BANKS" shall mean Lenders holding not less than
sixty-seven percent (67%) of the aggregate Commitments or, if the Commitments
have been terminated, Lenders in the aggregate holding not less than sixty-seven
percent (67%) of the aggregate unpaid principal amount of the outstanding Loans.

                  "RESTRICTED INVESTMENTS" means all Investments except the
following:

                  (a) property to be used in the ordinary course of business of
the Borrower and its Subsidiaries;

                  (b) current assets arising from the sale of goods and services
in the ordinary course of business of the Borrower and its Subsidiaries;

                  (c) Investments in one or more Subsidiaries or any Person that
concurrently with such Investments becomes a Subsidiary;

                  (d) Investments existing on the date of the Effective Date and
disclosed in Schedule 5.2(h);

                  (e) Investments in United States Governmental Securities,
provided that such obligations mature within 365 days from the date of
acquisition thereof;

                  (f) Investments in certificates of deposit or Eurodollar
certificates of deposit (other than Eurodollar certificates of deposit issued in
Italy or France) or banker's acceptances issued by an Acceptable Bank, provided
that such obligations mature within 365 days from the date of acquisition
thereof;

                  (g) Investments in commercial paper issued by a corporation
organized under the laws of the United States of America or any State thereof
rated A-1 by S&P or P-1 by Moody's and maturing not more than 270 days from the
date of creation thereof; and

                  (h) Investments in Repurchase Agreements. 

As of any date of determination, each Restricted Investment shall be valued at
the greater of:

                  (x) the amount at which such Restricted Investment is shown on
the books of the Borrower or any of its Subsidiaries (or zero if such Restricted
Investment is not shown on any such books); and



                                      -11-
<PAGE>   12


                  (y) either

                           (i) in the case of any guaranty of the obligation of
                  any Person, the amount which the Borrower or any of its
                  Subsidiaries has paid on account of such obligation less any
                  recoupment by the Borrower or such Subsidiary of any such
                  payments, or

                           (ii) in the case of any other Restricted Investment,
                  the excess of (x) the greater of (A) the amount originally
                  entered on the books of the Borrower or any of its
                  Subsidiaries with respect thereto and (B) the cost thereof to
                  the Borrower or its Subsidiary over (y) any return of capital
                  (after income taxes applicable thereto) upon such Restricted
                  Investment through the sale or other liquidation thereof or
                  part thereof or otherwise.

As used in this definition of "Restricted Investments":

                  "Acceptable Bank" means any bank or trust company (i) which is
         organized under the laws of the United States of America or any State
         thereof, (ii) which has capital, surplus and undivided profits
         aggregating at least $500,000,000 (or $1,000,000,000 in the case of an
         Acceptable Bank issuing a Eurodollar certificate of deposit), and (iii)
         whose long-term unsecured debt obligations (or the long-term unsecured
         debt obligations of the bank holding company owning all of the capital
         stock of such bank or trust company) shall have been given a rating of
         "A" or better by S&P, "A2" or better by Moody's.

                  "Acceptable Broker-Dealer" means any Person other than a
         natural person (i) which is registered as a broker or dealer pursuant
         to the Exchange Act and (ii) whose long-term unsecured debt obligations
         shall have been given a rating of "A" or better by S&P, "A2" or better
         by Moody's.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Repurchase Agreement" means any written agreement

                  (a) that provides for (i) the transfer of one or more United
         States Governmental Securities in an aggregate principal amount at
         least equal to the amount of the Transfer Price (defined below) to the
         Borrower or any of its Subsidiaries from an Acceptable Bank or an
         Acceptable Broker-Dealer against a transfer of funds (the "Transfer
         Price") by the Borrower or such Subsidiary to such Acceptable Bank or
         acceptable Broker-Dealer, and (ii) a simultaneous agreement by the
         Borrower or such Subsidiary, in connection with such transfer of funds,
         to transfer to such Acceptable Bank or Acceptable Broker-Dealer the
         same or substantially similar United States Governmental Securities for
         a price not less than the Transfer Price plus a reasonable return
         thereon at a date certain not later than 30 days after such transfer of
         funds,

                  (b) in respect of which the Borrower or such Subsidiary shall
         have the right, whether by contract or pursuant to applicable law, to
         liquidate such agreement upon the occurrence of any default thereunder,
         and


                                      -12-
<PAGE>   13



                  (c) in connection with which the Borrower or such Subsidiary,
         or an agent thereof, shall have taken all action, if any, required by
         applicable law or regulations to perfect a Lien in such United States
         Governmental Securities.

                  "S&P" means Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc.

                  "RESTRICTED PAYMENTS" means

                  (a) any Distribution in respect of the Borrower or any
         Subsidiary of the Borrower (other than on account of capital stock or
         other equity interests of a Subsidiary of the Borrower owned legally
         and beneficially by the Borrower or another Subsidiary of the
         Borrower), including, without limitation, any Distribution resulting in
         the acquisition by the Borrower of Securities which would constitute
         treasury stock, and

                  (b) any payment, repayment, redemption, retirement, repurchase
         or other acquisition, direct or indirect, by the Borrower or any
         Subsidiary of, on account of, or in respect of, the principal of any
         Subordinated Indebtedness (or any installment thereof) prior to the
         regularly scheduled maturity date thereof (as in effect on the date
         such Subordinated Indebtedness was originally incurred).

For purposes of this Agreement, the amount of any Restricted Payment made in
property shall be the greater of (x) the Fair Market Value of such property (as
determined in good faith by the board of directors (or equivalent governing
body) of the Person making such Restricted Payment) and (y) the net book value
thereof on the books of such Person, in each case determined as of the date on
which such Restricted Payment is made.

                  "REVOLVING CREDIT LOAN" shall mean any borrowing under Section
2.4 evidenced by the Revolving Credit Note and made pursuant to Section 2.1(a).

                  "REVOLVING CREDIT NOTE" shall mean any promissory note of the
Borrower evidencing one or more Revolving Credit Loans, in substantially the
form annexed hereto as Exhibit B, as amended or modified from time to time and
together with any promissory note or notes issued in exchange or replacement
therefor.

                  "SECURITY" has the meaning given such term in Section (2)1 of
the Securities Act.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                  "SUBORDINATED INDEBTEDNESS" of any person shall mean any
Indebtedness of such person the payment of which is subordinated to payment of
the Lender Obligations to the written satisfaction of the Required Lenders.

                  "SUBSIDIARY" of any person shall mean any other person
(whether now existing or hereafter organized or acquired) in which (other than
directors qualifying shares required by law) at least a majority of the
securities or other ownership interests of each class having ordinary voting
power or analogous right (other than securities or other ownership interests
which have such power or right only by reason of the happening of a
contingency), at the time as of which any determination is being made, are
owned, 



                                      -13-
<PAGE>   14


beneficially and of record, by such person or by one or more of the other
Subsidiaries of such person or by any combination thereof. Unless otherwise
specified, reference to "Subsidiary" shall mean a Subsidiary of the Borrower.

                  "TANGIBLE NET WORTH" of any person shall mean, as of any date,
the excess of (a) Total Assets over (b) Total Liabilities, excluding minority
interests of such person, mandatory redeemable shares of such person and the net
book value of all items of the following character which are included in the
assets of such person: (i) goodwill, including without limitation, the excess of
cost over book value of any asset, (ii) organization or experimental expenses,
(iii) unamortized debt discount and expense, (iv) patents, trademarks, trade
names and copyrights, (v) franchises, licenses and permits, and, (vi) other
assets which are deemed intangible assets under Generally Accepted Accounting
Principles.

                  "TERMINATION DATE" shall mean the earlier to occur of (a)
April 21, 1998, or such later date to which the Termination Date is extended
pursuant to Section 2.1(c), and (b) the date on which the Commitments shall be
terminated pursuant to Section 2.2 or 6.2.

                  "TOTAL ASSETS" and "TOTAL LIABILITIES" of any person shall
mean, as of any date, all obligations which, in accordance with Generally
Accepted Accounting Principles, are or should be classified as assets or
liabilities, as the case may be, on a balance sheet of such person.

                  "TOTAL CAPITALIZATION" of any person shall mean, as of any
date, the sum of (a) Tangible Net Worth of such person plus (b) Indebtedness of
such person.

                  "TOTAL COMMITMENTS" shall mean the aggregate amount of
Commitments of all Lenders as set forth on the last signature page of this
Agreement, as reduced or modified from time to time pursuant to Section 2.2 or
8.6, PROVIDED, THAT, the Total Commitments may not exceed $50,000,000.

                  "UNFUNDED BENEFIT LIABILITIES" shall mean, with respect to any
Plan as of any date, the amount of the unfunded benefit liabilities determined
in accordance with Section 4001(a)(18) of ERISA.

                  "UNITED STATES GOVERNMENTAL SECURITY" means any direct
obligation of, or obligation fully guaranteed by, the United States of America,
or any agency controlled or supervised by or acting as an instrumentality of the
United States of America pursuant to authority granted by the Congress of the
United States of America, so long as such obligation or guarantee shall have the
benefit of the full faith and credit of the United States of America which shall
have been pledged pursuant to authority granted by the Congress of the United
States of America.

                  1.2 OTHER DEFINITIONS; RULES OF CONSTRUCTION. As used herein,
the terms "Administrative Agent", "Lenders", "Borrower" and "this Agreement"
shall have the respective meanings ascribed thereto in the introductory
paragraph of this Agreement. Such terms, together with the other terms defined
in Section 1.1, shall include both the singular and the plural forms thereof and
shall be construed accordingly. All computations required hereunder and all
financial terms used herein shall be made or construed in accordance with
Generally Accepted Accounting Principles unless such principles are inconsistent
with the express requirements of this Agreement. Use of the terms "herein",
"hereof", and "hereunder" shall be deemed references to this Agreement in its
entirety and not to the Section or clause in 



                                      -14-
<PAGE>   15


which such term appears. References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

                                   ARTICLE II.

                        THE COMMITMENTS AND THE ADVANCES
                        --------------------------------

                 2.1 Commitment of the Lenders.
                     -------------------------

                           (a) REVOLVING CREDIT LOANS. Each Lender agrees, for
itself only, subject to the terms and conditions of this Agreement, to make
Revolving Credit Loans to the Borrower pursuant to Section 2.4, from time to
time from and including the Effective Date to but excluding the Termination
Date, not to exceed in aggregate principal amount at any time outstanding the
amount of its respective Commitment as of the date any such Revolving Credit
Loan is made.

                           (b) LIMITATION ON AMOUNT OF LOANS. Notwithstanding
anything in this Agreement to the contrary, the aggregate principal amount of
the Revolving Credit Loans made by any Lender at any time outstanding shall not
exceed the amount of its respective Commitment as of the date any such Loan is
made, and the aggregate principal amount of the Loans made by any Lender at any
time outstanding shall not exceed the amount of its respective Commitment as of
the date any such Loan is made.

                           (c) EXTENSIONS. The Lenders shall consider annual
requests for the extension of Termination Date. The Borrower shall deliver a
notice in writing to the Administrative Agent on or before January 15 of each
year in the event the Borrower chooses to request extension of such Termination
Date for a period of 364 days from the then existing Termination Date. The
Administrative Agent shall provide notice to each of the Lenders within five (5)
business days after receiving such notice. Each of the Lenders agrees to provide
notice in writing to the Administrative Agent of its agreement or refusal to
extend such Termination Date for a period of 364 days on or before February 28
of each year; PROVIDED, HOWEVER, that the failure of any Lender to so
communicate its agreement or refusal shall be deemed to be such Lender's refusal
to so extend the Termination Date. The determination to extend or not to extend
such Termination Date shall be given or withheld by each Lender in its absolute
and sole discretion and any such agreement or refusal once given shall not be
revocable by any Lender prior to the then applicable Termination Date. No
extension of such Termination Date shall in any event be effective until the
Administrative Agent shall have received an agreement to so extend, in the form
of Exhibit C, attached hereto executed by each Lender, which may not be executed
earlier than 20 days prior to the then-existing Termination Date; PROVIDED,
HOWEVER, that if any Lender refuses to extend such Termination Date, the
Administrative Agent shall provide notice to the Borrower and (i) the commitment
of each Lender shall remain unchanged and the Total Commitment and the
Percentage of Total Commitments shall be modified accordingly, or (ii)
additional lenders, as selected by the Borrower, shall be added to this
Agreement.

                 2.2 TERMINATION AND REDUCTION OF COMMITMENTS. The Borrower
shall have the right to terminate or reduce the Commitments at any time and from
time to time at its option, PROVIDED that (a) the Borrower shall give not less
than five (5) days prior notice of such termination or reduction to the


                                      -15-
<PAGE>   16



Administrative Agent (with sufficient executed copies for each Lender)
specifying the amount and effective date thereof, (b) each partial reduction of
the Commitments shall be in a minimum amount of $5,000,000 and in an integral
multiple of $1,000,000 and shall reduce the Commitments of all of the Lenders
proportionately in accordance with the respective commitment amounts for each
such Lender set forth on the signature pages hereof next to the name of each
such Lender, (c) no such termination or reduction shall be permitted with
respect to any portion of the Commitments as to which a request for a Borrowing
pursuant to Section 2.4 is then pending, and (d) the Commitments may not be
terminated if any Loans are then outstanding and may not be reduced below the
principal amount of Loans then outstanding. The Commitments or any portion
thereof terminated or reduced pursuant to this Section 2.2, whether optional or
mandatory, may not be reinstated.

                 2.3 FEES. (a) The Borrower agrees to pay to the Administrative
Agent, for the benefit of the Lenders, a facility fee on the entire amount of
each of the Commitments for the period from the Effective Date to but excluding
the Termination Date, at a per annum rate equal to the respective Applicable
Margin. Accrued facility fees shall be payable quarterly in arrears on the last
Business Day of each April, July, October and January, commencing on the first
such Business Day occurring after the date of this Agreement and on the
Termination Date.

                           (b) The Borrower agrees to pay to the Administrative
Agent an agency fee for its services as Administrative Agent under this
Agreement in such amounts as are mutually agreed upon by the Borrower and the
Administrative Agent.

                  2.4 DISBURSEMENT OF LOANS. (a) The Borrower shall give the
Administrative Agent notice of its request for each Borrowing in substantially
the form of Exhibit D hereto not later than 10:00 a.m. Chicago time (i) three
Eurodollar Business Days prior to the date such Borrowing is requested to be
made if such Borrowing is to be made as a Eurodollar Rate Borrowing, and (ii) on
the date such Borrowing is requested to be made if such Borrowing is to be made
as a Floating Rate Borrowing, which notice shall specify whether a Eurodollar
Rate Borrowing or Floating Rate Borrowing is requested and, in the case of each
requested Eurodollar Rate Borrowing, the Eurodollar Interest Period to be
initially applicable to such Borrowing. The Administrative Agent, by 1:00 p.m.
Chicago time, on the same day such notice is given, shall provide notice of such
requested Borrowing to each Lender. Subject to the terms and conditions of this
Agreement, the proceeds of each such requested Borrowing shall be made available
to the Borrower in immediately available funds.

                           (b) Each Lender, on the date any Borrowing is
requested to be made, shall make its pro rata share of such Borrowing available
in immediately available funds at the principal office of the Administrative
Agent for disbursement to the Borrower requesting such Loan. Unless the
Administrative Agent shall have received notice from any Lender prior to the
date such Borrowing is requested to be made under this Section 2.5 that such
Lender will not make available to the Administrative Agent such Lender's pro
rata portion of such Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the Administrative Agent on the date
such Borrowing is requested to be made in accordance with this Section 2.4. If
and to the extent such Lender shall not have so made such pro rata portion
available to the Administrative Agent, the Administrative Agent may (but shall
not be obligated to) make such amount available to the Borrower requesting such
Loan, and such Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date such amount is made available to the
Borrower by 



                                      -16-
<PAGE>   17

the Administrative Agent until the date such amount is repaid to the
Administrative Agent, at a rate per annum, if paid by the Borrower, equal to the
interest rate applicable to such Borrowing during such period, and if paid by
such Lender, equal to the Federal Funds Rate. If such Lender shall pay such
amount to the Administrative Agent together with interest, such amount so paid
shall constitute a Loan by such Lender as a part of such related Borrowing for
purposes of this Agreement. The failure of any Lender to make its pro rata
portion of any such Borrowing available to the Administrative Agent shall not
relieve any other Lender of its obligations to make available its pro rata
portion of such Borrowing on the date such Borrowing is requested to be made,
but no Lender shall be responsible for failure of any other Lender to make such
pro rata portion available to the Administrative Agent on the date of any such
Borrowing.

                           (c) All Loans made under this Section 2.4 shall be
evidenced by the Notes and all such Loans shall be due and payable and bear
interest as provided in Article III. Each Lender is hereby authorized by the
Borrower to record on its books and records, the date, amount and type of each
Loan and the duration of the related Interest Period (if applicable), the amount
of each payment or prepayment of principal thereon, and the other information
provided for on such books and records, which books and records shall constitute
prima facie evidence of the information so recorded, PROVIDED, HOWEVER, that
failure of any Lender to record, or any error in recording, any such information
shall not relieve the Borrower of its obligation to repay the outstanding
principal amount of the Loans, all accrued interest thereon and other amounts
payable with respect thereto in accordance with the terms of the Notes and this
Agreement. Subject to the terms and conditions of this Agreement, the Borrower
may borrow Loans under this Section 2.4, prepay Loans pursuant to Section 3.1
and reborrow Loans under this Section 2.4.

                 2.5 CONDITIONS FOR FIRST DISBURSEMENT. The obligation of the
Lenders to make the first Loan hereunder is subject to receipt by each Lender
and the Administrative Agent of the following documents and completion of the
following matters, in form and substance satisfactory to each Lender and the
Administrative Agent:

                           (a) CHARTER DOCUMENTS. Certificates of recent date of
the appropriate authority or official of the Borrower's and each Guarantor's
respective state of incorporation listing all charter documents of the Borrower
and each Guarantor, respectively, on file in that office and certifying as to
the good standing and corporate existence of the Borrower and each Guarantor,
respectively, together with copies of such charter documents of the Borrower and
each Guarantor, certified as of a recent date by such authority or official and
certified as true and correct as of the Effective Date by a duly authorized
officer of the Borrower and each Guarantor, respectively;

                           (b) BY-LAWS AND CORPORATE AUTHORIZATIONS. Copies of
the by-laws of the Borrower and each Guarantor together with all authorizing
resolutions and evidence of other corporate action taken by the Borrower and
each Guarantor to authorize the execution, delivery and performance by the
Borrower and each Guarantor of this Agreement, the Notes and the Guaranty to
which the Borrower and each Guarantor, respectively, is a party and the
consummation by the Borrower and each Guarantor, respectively of the
transactions contemplated hereby, certified as true and correct as of the
Effective Date by a duly authorized officer of the Borrower and each Guarantor,
respectively;

                           (c) INCUMBENCY CERTIFICATE. Certificates of
incumbency of the Borrower and each Guarantor containing, and attesting to the
genuineness of, the signatures of those officers authorized to act on behalf of
the Borrower and each Guarantor in connection with this Agreement, the 



                                      -17-
<PAGE>   18


Notes and each Guaranty to which the Borrower or each Guarantor is a party and
the consummation by the Borrower and each Guarantor of the transactions
contemplated hereby, certified as true and correct as of the Effective Date by a
duly authorized officer of the Borrower and each Guarantor, respectively;

                           (d) NOTES. The Notes duly executed on behalf of
Borrower for each Lender;

                           (e) GUARANTIES. The Guaranties, duly executed on
behalf of the Guarantors;

                           (f) LEGAL OPINIONS. The favorable written opinion of
counsel for the Borrower and the Guarantors (which counsel may be an employee of
the Borrower or the Guarantors), with respect to each of the matters set forth
in Article IV (other than Sections 4.6, 4.7, 4.11, and 4.12), and as to such
other matters as the Lenders or the Administrative Agent may reasonably request;

                           (g) CONSENTS, APPROVALS, ETC. Copies of all
governmental and nongovernmental consents, approvals, authorizations,
declarations, registrations or filings, if any, required on the part of the
Borrower or any Guarantor in connection with the execution, delivery and
performance of this Agreement, the Notes, any Guaranty or the transactions
contemplated hereby or as a condition to the legality, validity or
enforceability of this Agreement, the Notes or any Guaranty, certified as true
and correct and in full force and effect as of the Effective Date by a duly
authorized officer of the Borrower, or, if none are required, a certificate of
such officer to that effect;

                           (h) PRIVATE PLACEMENT DEBT. Evidence satisfactory to
the Administrative Agent and the Lenders that the Borrower has incurred Private
Placement Debt in an amount not less than $45,000,000 in accordance with the
Private Placement Debt Documents and on terms and conditions satisfactory to the
Administrative Agent and the Lenders, all Private Placement Debt Documents shall
have been delivered to the Administrative Agent and the Lenders and approved by
the Administrative Agent and the Lenders and all transactions contemplated
pursuant to the Private Placement Debt Documents shall have been completed; and

                           (i) RELEASE OF SIGNATURES FROM ESCROW. Written
authorization from the Borrower and each Lender to release from escrow its
respective signatures to this Agreement and all other Loan Documents, which were
delivered to the Administrative Agent in escrow.

                 2.6 FURTHER CONDITIONS FOR DISBURSEMENT. The obligation of the
Lenders to make any Loan (including the first Loan), or any continuation or
conversion under Section 2.6 is further subject to the satisfaction of the
following conditions precedent:

                           (a) The representations and warranties contained in
Article IV hereof and in the Guaranty shall be true and correct on and as of the
date such Loan is made (both before and after such Loan is made) as if such
representations and warranties were made on and as of such date;

                           (b) No Default or Event of Default shall exist or
shall have occurred and be continuing on the date such Loan is made (whether
before or after such Loan is made); and

                           (c) No material adverse change in the business,
financial condition, or prospects of the Borrower or any Guarantor shall have
occurred.



                                      -18-
<PAGE>   19


The Borrower shall be deemed to have made a representation and warranty to the
Lenders at the time of the making of, and the continuation or conversion of,
each Loan to the effects set forth in clauses (a), (b) and (c) of this Section
2.6. For purposes of this Section 2.6, the representations and warranties
contained in Section 4.6 hereof shall be deemed made with respect to both the
financial statements referred to therein and the most recent financial
statements delivered pursuant to Section 5.1(d)(ii) and (iii).

                 2.7 SUBSEQUENT ELECTIONS AS TO BORROWINGS. The Borrower may
elect (a) to continue a Eurodollar Rate Borrowing, or a portion thereof, as a
Eurodollar Rate Borrowing, or (b) may elect to convert a Eurodollar Rate
Borrowing, or a portion thereof, to a Floating Rate Borrowing, or (c) elect to
convert a Floating Rate Borrowing, or a portion thereof, to a Eurodollar Rate
Borrowing, in each case by giving notice thereof to the Administrative Agent
(with sufficient executed copies for each Lender) in substantially the form of
Exhibit E hereto not later than 10:00 a.m. Chicago time (i) three Eurodollar
Business Days prior to the date any such continuation of or conversion to a
Eurodollar Rate Borrowing is to be effective, (ii) the date such continuation or
conversion is to be effective in all other cases, PROVIDED that an outstanding
Eurodollar Rate Borrowing may only be converted on the last day of the then
current Eurodollar Interest Period with respect to such Borrowing, and PROVIDED,
FURTHER, if a continuation of a Borrowing as, or a conversion of a Borrowing to,
a Eurodollar Rate Borrowing is requested, such notice shall also specify the
Eurodollar Interest Period to be applicable thereto upon such continuation or
conversion. The Administrative Agent, on the day such notice is given in the
event of an election to convert or continue a Floating Rate Borrowing, and not
later than the Business Day next succeeding the day such notice is given in all
other cases, shall provide notice of such election to the Lenders. If the
Borrower shall not timely deliver such a notice with respect to any outstanding
Eurodollar Rate Borrowing, the Borrower shall be deemed to have elected to
convert such Eurodollar Rate Borrowing to a Floating Rate Borrowing on the last
day of the then current Eurodollar Interest Period with respect to such
Borrowing.

                 2.8 LIMITATION OF REQUESTS AND ELECTIONS. Notwithstanding any
other provision of this Agreement to the contrary, if, upon receiving a request
for a Eurodollar Rate Borrowing pursuant to Section 2.4, or a request for a
continuation of a Eurodollar Rate Borrowing as a Eurodollar Rate Borrowing, or a
request for a conversion of a Floating Rate Borrowing to a Eurodollar Rate
Borrowing pursuant to Section 2.7, (a) in the case of any Eurodollar Rate
Borrowing, deposits in Dollars for periods comparable to the Eurodollar Interest
Period elected by the Borrower are not available to any Lender in the relevant
interbank secondary market, or (b) the Eurodollar Rate, will not adequately and
fairly reflect the cost to any Lender of making, funding or maintaining the
related Eurodollar Rate Loan, or (c) by reason of national or international
financial, political or economic conditions or by reason of any applicable law,
treaty, rule or regulation (whether domestic or foreign) now or hereafter in
effect, or the interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by any Lender with any guideline, request or directive of such
authority (whether or not having the force of law), including without limitation
exchange controls, it is impracticable, unlawful or impossible for any Lender
(i) to make or fund the relevant Eurodollar Rate Borrowing, or (ii) to continue
such Eurodollar Rate Borrowing as a Eurodollar Rate Loan, or (iii) to convert a
Loan to a Eurodollar Rate Loan, then the Borrower shall not be entitled, so long
as such circumstances continue, to request a Eurodollar Rate Borrowing pursuant
to Section 2.4 or a continuation of or conversion to a Eurodollar Rate Borrowing
of the affected type pursuant to Section 2.7. In the event that such
circumstances no longer exist, the Lenders shall again consider requests for
Eurodollar Rate Borrowings of the affected type 



                                      -19-
<PAGE>   20



pursuant to Section 2.4, and requests for continuations of and conversions to
Eurodollar Rate Borrowings of the affected type pursuant to Section 2.7.

                 2.9 MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS. Except
for (a) Borrowings and conversions thereof which exhaust the entire remaining
amount of the Commitments, and (b) conversions or payments required pursuant to
Section 3.7, each Borrowing and each continuation or conversion pursuant to
Section 2.7 and each prepayment thereof shall be in a minimum amount of
$3,000,000 and in an integral multiple of $500,000. The aggregate number of
Eurodollar Rate Borrowings outstanding at any one time under this Agreement
(together with those outstanding under the Long-Term Credit Agreement) may not
exceed ten.

                 2.10 GUARANTIES. To secure the payment when due of the Notes
and all other obligations of the Borrower under this Agreement to the Lenders
and the Administrative Agent, the Borrower shall cause to be executed and
delivered to the Lenders and the Administrative Agent the Guaranty of each
Guarantor.

                                  ARTICLE III.

                            PAYMENTS AND PREPAYMENTS
                            ------------------------

                 3.1 PRINCIPAL PAYMENTS. (a) Unless earlier payment is required
under this Agreement, the Borrower shall pay to the Lenders on the Termination
Date the entire outstanding principal amount of the Loans.

                           (b) The Borrower may at any time and from time to
time prepay all or a portion of the Loans without premium or penalty, provided
that (i) the Borrower may not prepay any portion of any Loan as to which an
election for continuation of or conversion to a Fixed Rate Loan is pending
pursuant to Section 2.7, and (ii) unless earlier payment is required under this
Agreement, any Fixed Rate Loan may only be prepaid on the last day of the then
current Fixed Interest Period with respect to such Loan.

                 3.2 INTEREST PAYMENTS. The Borrower shall pay interest to the
Lenders on the unpaid principal amount of each Loan, for the period commencing
on the date such Loan is made until such Loan is paid in full, on each Interest
Payment Date and at maturity (whether at stated maturity, by acceleration or
otherwise), and thereafter on demand, at the following rates per annum:

                 (a) During such periods that such Loan is a Floating Rate Loan,
the Floating Rate.

                 (b) During such periods that such Loan is a Eurodollar Rate
Loan, the Eurodollar Rate applicable to such Loan for each related Eurodollar
Interest Period.

Notwithstanding the foregoing paragraphs (a) through (b), the Borrower shall pay
interest on demand at the Overdue Rate on the outstanding principal amount of
any Loan and any other amount payable by the 



                                      -20-
<PAGE>   21


Borrower hereunder (other than interest) which is not paid in full when due
(whether at stated maturity, by acceleration or otherwise) for the period
commencing on the due date thereof until the same is paid in full.

                 3.3 PAYMENT METHOD. (a) All payments to be made by the Borrower
hereunder will be made in Dollars and in immediately available funds to the
Administrative Agent for the account of the Lenders at its address referred to
in Section 8.2 not later than 2:00 p.m. Chicago time on the date on which such
payment shall become due. Payments received after 2:00 p.m. Chicago time shall
be deemed to be payments made prior to 2:00 p.m. Chicago time on the next
succeeding Business Day. The Borrower hereby authorizes the Administrative Agent
to charge its account with the Administrative Agent in order to cause timely
payment of amounts due hereunder to be made (subject to sufficient funds being
available in such account for that purpose).

                           (b) At the time of making each such payment, the
Borrower shall, subject to the other terms and conditions of this Agreement,
specify to the Administrative Agent that Loan or other obligation of the
Borrower hereunder to which such payment is to be applied. In the event that the
Borrower fails to so specify the relevant obligation or if an Event of Default
shall have occurred and be continuing, the Administrative Agent may apply such
payments as it may determine in its sole discretion.

                           (c) On the day such payments are deemed received, the
Administrative Agent shall remit to the Lenders their pro rata shares of such
payments in immediately available funds, made by wire transfer, (i) in the case
of payments of principal and interest on any Borrowing, determined with respect
to each such Lender by the ratio which the outstanding principal balance of its
Loan included in such Borrowing bears to the outstanding principal balance of
the Loans of all of the Lenders included in such Borrowing and (ii) in the case
of fees paid pursuant to Section 2.3 and other amounts payable hereunder (other
than the Administrative Agent's fees payable pursuant to Section 2.3(b) and
amounts payable to the Administrative Agent or any Lender under Section 3.6 or
3.8) determined with respect to each such Lender by the ratio which the relevant
Commitment of such Lender bears to the relevant Commitments of all the Lenders.

                 3.4 NO SETOFF OR DEDUCTION. All payments of principal of and
interest on the Loans and other amounts payable by the Borrower hereunder shall
be made by the Borrower without setoff or counterclaim, and free and clear of,
and without deduction or withholding for, or on account of, any present or
future taxes, levies, imposts, duties, fees, assessments, or other charges of
whatever nature, imposed by any governmental authority, or by any department,
agency or other political subdivision or taxing authority; PROVIDED, HOWEVER,
that this Section 3.4 shall not preclude the Borrower from counterclaiming
against any Lender having its principal office in the United States of America
for (a) income taxes owed to the United States of America by such Lender, which
are paid by the Borrower under a valid garnishment order, or (b) other
obligations of such Lender, unrelated to such taxes, levies, imposts, duties,
fees, assessments, or other charges, which are paid by the Borrower under a
valid garnishment order.

                 3.5 PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS. Except
as otherwise provided in this Agreement to the contrary, whenever any
installment of principal of, or interest on, any Loan or any other amount due
hereunder becomes due and payable on a day which is not a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day and, in
the case of any installment of principal, interest shall be payable thereon at
the rate per annum determined in accordance with this Agreement during such
extension. Computations of interest and other amounts due under this 


                                      -21-
<PAGE>   22



Agreement shall be made on the basis of a year of 360 days (or 365 or 366 days,
as the case may be, when determining the Floating Rate) for the actual number of
days elapsed, including the first day but excluding the last day of the relevant
period.

                 3.6 ADDITIONAL COSTS. (a) In the event that any applicable law,
treaty, rule or regulation (whether domestic or foreign) now or hereafter in
effect and whether or not presently applicable to any Lender or the
Administrative Agent, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or the Administrative Agent with any
guideline, request or directive of any such authority (whether or not having the
force of law), shall (a) affect the basis of taxation of payments to any Lender
or the Administrative Agent of any amounts payable by the Borrower under this
Agreement (other than taxes imposed on the overall net income of the Lender or
the Administrative Agent, by the jurisdiction, or by any political subdivision
or taxing authority of any such jurisdiction, in which any Lender or the
Administrative Agent, as the case may be, has its principal office), or (b)
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by any Lender, or (c) shall impose any other condition with respect to
this Agreement, the Commitments, the Notes or the Loans, and the result of any
of the foregoing is to increase the cost to any Lender or the Administrative
Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate
Loan or to reduce the amount of any sum receivable by any Lender thereon, then
the Borrower shall pay to such Lender or the Administrative Agent, as the case
may be, from time to time, upon request by such Lender (with a copy of such
request to be provided to the Administrative Agent) or the Administrative Agent,
additional reasonable amounts sufficient to compensate such Lender or the
Administrative Agent, as the case may be, for such increased cost or reduced sum
receivable to the extent, in the case of any Eurodollar Rate Loan, such Lender
is not compensated therefor in the computation of the interest rate applicable
to such Eurodollar Rate Loan. A statement as to the amount of such increased
cost or reduced sum receivable, prepared in good faith and in reasonable detail
by such Lender or the Administrative Agent, as the case may be, and submitted by
such Lender or the Administrative Agent, as the case may be, to the Borrower,
shall be conclusive and binding for all purposes absent manifest error in
computation.

                           (b) In the event that any applicable law, treaty,
rule or regulation (whether domestic or foreign) now or hereafter in effect and
whether or not presently applicable to any Lender or the Administrative Agent,
or any interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Lender or the Administrative Agent with any guideline, request or directive of
any such authority (whether or not having the force of law), including any
risk-based capital guidelines, affects or would affect the amount of capital
required or expected to be maintained by such Lender or the Administrative Agent
(or any corporation controlling such Lender or the Administrative Agent),
including any change in capital required to be maintained with respect to
commitments for credit of less than 365 days in duration, and such Lender or the
Administrative Agent, as the case may be, determines that the amount of such
capital is increased by or based upon the existence of such Lender's or the
Administrative Agent's obligations hereunder and such increase has the effect of
reducing the rate of return on such Lender's or the Administrative Agent's (or
such controlling corporation's) capital as a consequence of such obligations
hereunder to a level below that which such Lender or the Administrative Agent
(or such controlling corporation) could have achieved but for such circumstances
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Lender or the Administrative Agent to be material, then
the Borrower shall pay to such Lender or the Administrative Agent, as the case
may be, from time to time, upon request by such 



                                      -22-
<PAGE>   23



Lender (with a copy of such request to be provided to the Administrative Agent)
or the Administrative Agent, additional amounts sufficient to compensate such
Lender or the Administrative Agent (or such controlling corporation) for any
increase in the amount of capital and reduced rate of return which such Lender
or the Administrative Agent reasonably determines to be allocable to the
existence of such Lender's or the Administrative Agent's obligations hereunder.
A statement as to the amount of such compensation, prepared in good faith and in
reasonable detail by such Lender or the Administrative Agent, as the case may
be, and submitted by such Lender or the Administrative Agent to the Borrower,
shall be conclusive and binding for all purposes absent manifest error in
computation.

                 3.7 ILLEGALITY AND IMPOSSIBILITY. In the event that any
applicable law, treaty, rule or regulation (whether domestic or foreign) now or
hereafter in effect and whether or not presently applicable to any Lender, or
any interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Lender with any guideline, request or directive of such authority (whether or
not having the force of law), including without limitation exchange controls,
shall make it unlawful or impossible for any Lender to maintain any Fixed Rate
Loan under this Agreement, the Borrower shall upon receipt of notice thereof
from such Lender, repay in full the then outstanding principal amount of each
Fixed Rate Loan so affected, together with all accrued interest thereon to the
date of payment and all amounts owing to such Lender under Section 3.8, (a) on
the last day of the then current Fixed Interest Period applicable to such Loan
if such Lender may lawfully continue to maintain such Loan to such day, or (b)
immediately if such Lender may not continue to maintain such Loan to such day.

                 3.8 INDEMNIFICATION. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or converts any Fixed Rate Loan on
any other date than the last day of an Fixed Interest Period applicable thereto
(whether pursuant to Section 3.7, Section 6.2 or otherwise), or if the Borrower
fails to borrow any Fixed Rate Loan after notice has been given to the Lenders
in accordance with Section 2.4, or if the Borrower fails to make any payment of
principal or interest in respect of a Fixed Rate Loan when due, the Borrower
shall reimburse each Lender on demand for any resulting loss or expense incurred
by each such Lender, including without limitation any loss incurred in
obtaining, liquidating or employing deposits from third parties, whether or not
such Lender shall have funded or committed to fund such Loan. A statement as to
the amount of such loss or expense, prepared in good faith and in reasonable
detail by such Lender and submitted by such Lender to the Borrower, shall be
conclusive and binding for all purposes absent manifest error in computation.
Calculation of all amounts payable to such Lender under this Section 3.8 shall
be made as though such Lender shall have actually funded or committed to fund
the relevant Fixed Rate Loan through the purchase of an underlying deposit in an
amount equal to the amount of such Loan and having a maturity comparable to the
related Fixed Interest Period; PROVIDED, HOWEVER, that such Lender may fund any
Fixed Rate Loan in any manner it sees fit and the foregoing assumption shall be
utilized only for the purpose of calculation of amounts payable under this
Section 3.8.



                                      -23-
<PAGE>   24



                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                 The Borrower represents and warrants to the Administrative
Agent and the Lenders that:

                 4.1 CORPORATE EXISTENCE AND POWER. The Borrower is a Person
duly organized, validly existing and in good standing under the laws of the
state or other political subdivision of its jurisdiction of incorporation or
organization, as the case may be, and is duly qualified to do business, and is
in good standing, in all additional jurisdictions where such qualification is
necessary under applicable law. The Borrower has all requisite power, corporate
or otherwise, to own or lease the properties used in its business and to carry
on its business as now being conducted and as proposed to be conducted, and to
execute and deliver this Agreement, and the Notes, and to engage in the
transactions contemplated by this Agreement.

                 4.2 CORPORATE AUTHORITY. The execution, delivery and
performance by the Borrower of this Agreement and the Notes have been duly
authorized by all necessary corporate action and are not in contravention of any
law, rule or regulation, or any judgment, decree, writ, injunction, order or
award of any arbitrator, court or governmental authority, or of the terms of the
Borrower's charter or by-laws, or of any contract or undertaking to which the
Borrower is a party or by which the Borrower or its property may be bound or
affected or result in the imposition of any Lien except for Permitted Liens.

                 4.3 BINDING EFFECT. This Agreement is, and the Notes when
delivered hereunder will be, legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with its terms.

                 4.4 SUBSIDIARIES. SCHEDULE 4.4 hereto correctly sets forth the
corporate name, jurisdiction of incorporation and ownership of each Subsidiary
of the Borrower as of the Effective Date. Each such Subsidiary and each
corporation becoming a Subsidiary of the Borrower after the date hereof is and
will be a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is and will be duly
qualified to do business in each additional jurisdiction where such
qualification is or may be necessary under applicable law. Each Subsidiary of
each Borrower has and will have all requisite corporate power to own or lease
the properties used in its business and to carry on its business as now being
conducted and as proposed to be conducted. All outstanding shares of capital
stock of each class of each Subsidiary of the Borrower have been and will be
validly issued and are and will be fully paid and nonassessable and, except as
otherwise indicated in SCHEDULE 4.4 hereto or consented to by the Required
Lenders from time to time, are and will be owned, beneficially and of record, by
the Borrower or another Subsidiary of the Borrower free and clear of any Liens.
The corporations described in SCHEDULE 4.4 hereto constitute all persons in
which the Borrower or any of its Subsidiaries has an ownership interest as of
the Effective Date.

                 4.5 LITIGATION. Except as set forth in SCHEDULE 4.5 hereto,
there is no action, suit or proceeding pending or, to the best of the Borrower's
knowledge, threatened against or affecting the Borrower or any of its
Subsidiaries before or by any court, governmental authority or arbitrator, which
if adversely decided might result, either individually or collectively, in any
material adverse change in the business, properties, operations or condition,
financial or otherwise, of the Borrower or any of its 



                                      -24-
<PAGE>   25


Subsidiaries or in any material adverse effect on the legality, validity or
enforceability of this Agreement, the Notes or any Guaranty and, to the best of
the Borrower's knowledge, there is no basis for any such action, suit or
proceeding.

                 4.6 FINANCIAL CONDITION. The consolidated balance sheet of the
Borrower and its Subsidiaries and the consolidated statements of income,
retained earnings, and cash flows of the Borrower and its Subsidiaries for the
fiscal year ended January 31, 1997 and reported on by Deloitte & Touche,
independent certified public accountants, copies of which have been furnished to
the Lenders, fairly present, and the financial statements of the Borrower and
its Subsidiaries delivered pursuant to Section 5.1(d) will fairly present, the
consolidated financial position of the Borrower and its Subsidiaries as at the
respective dates thereof, and the consolidated results of operations of the
Borrower and its Subsidiaries for the respective periods indicated, all in
accordance with Generally Accepted Accounting Principles consistently applied
(subject, in the case of said interim statements, to year-end audit
adjustments). There has been no material adverse change in the business,
properties, operations or condition, financial or otherwise, of the Borrower or
any of its Subsidiaries since January 31, 1997. There is no material Contingent
Liability of the Borrower that is not reflected in such financial statements or
in the notes thereto.

                 4.7 USE OF LOANS. The Borrower will use the proceeds of the
Loans for its general corporate purposes and the Borrower will not use the
proceeds of the Loans to repurchase the stock of the Borrower or any of its
Subsidiaries. Neither the Borrower nor any of its Subsidiaries extends or
maintains, in the ordinary course of business, credit for the purpose, whether
immediate, incidental, or ultimate, of buying or carrying margin stock (within
the meaning of Regulation U of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan will be used for the purpose,
whether immediate, incidental, or ultimate, of buying or carrying any such
margin stock or maintaining or extending credit to others for such purpose.
After applying the proceeds of each Loan, such margin stock will not constitute
more than 25% of the value of the assets (either of the Borrower alone or of the
Borrower and its Subsidiaries on a consolidated basis) that are subject to any
provisions of this Agreement or any Guaranty that may cause the Loans to be
deemed secured, directly or indirectly, by margin stock.

                 4.8 CONSENTS, ETC. Except for such consents, approvals,
authorizations, declarations, registrations or filings delivered by the Borrower
pursuant to Section 2.5(g), if any, each of which is in full force and effect,
no consent, approval or authorization of or declaration, registration or filing
with any governmental authority or any nongovernmental person or entity,
including without limitation any creditor, lessor or stockholder of Borrower or
any of its Subsidiaries, is required on the part of the Borrower in connection
with the execution, delivery and performance of this Agreement, or the Notes, or
any Guaranty, or the transactions contemplated hereby or as a condition to the
legality, validity or enforceability of this Agreement, the Notes or any
Guaranty.

                 4.9 TAXES. The Borrower and its Subsidiaries have filed all tax
returns (federal, state and local) required to be filed and have paid all taxes
shown thereon to be due, including interest and penalties, or have established
adequate financial reserves on its books and records for payment thereof.
Neither the Borrower nor any of its Subsidiaries knows of any actual or proposed
tax assessment or any basis therefor, and no extension of time for the
assessment of deficiencies in any federal or state tax has been granted by the
Borrower or any Subsidiary.



                                      -25-
<PAGE>   26



                 4.10 TITLE TO PROPERTIES. Except as otherwise disclosed in the
latest balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this
Agreement, the Borrower or one or more of its Subsidiaries have good and
marketable fee simple title to all of the real property, and a valid and
indefeasible ownership interest in all of the other properties and assets
reflected in said balance sheet or subsequently acquired by the Borrower or any
Subsidiary. All of such properties and assets are free and clear of any Lien,
except for Permitted Liens.

                 4.11 ERISA. The Borrower, its Subsidiaries, their ERISA
Affiliates and its Plans are in compliance in all material respects with those
provisions of ERISA and of the Code which are applicable with respect to any
Plan. No Prohibited Transaction and no Reportable Event has occurred with
respect to any such Plan. None of the Borrower, any of its Subsidiaries or any
of their ERISA Affiliates is an employer with respect to any Multiemployer Plan.
The Borrower, its Subsidiaries and their ERISA Affiliates have met the minimum
funding requirements under ERISA and the Code with respect to each of its Plans,
if any, and have not incurred any liability to the PBGC or any Plan. The
execution, delivery and performance of this Agreement, the Notes and the
Guaranties do not constitute a Prohibited Transaction. There is no material
Unfunded Benefit Liability with respect to any Plan of the Borrower, its
Subsidiaries or their ERISA Affiliates.

                 4.12 ENVIRONMENTAL AND SAFETY MATTERS. The Borrower and each
Subsidiary are in substantial compliance with all federal, state and local laws,
ordinances and regulations relating to safety and industrial hygiene or to the
environmental condition, including without limitation all Environmental Laws in
jurisdictions in which the Borrower or any Subsidiary owns or operates, or has
owned or operated, a facility or site, or arranges or has arranged for disposal
or treatment of hazardous substances, solid waste, or other wastes, accepts or
has accepted for transport any hazardous substances, solid wastes or other
wastes or holds or has held any interest in real property or otherwise, except
as disclosed on Schedule 4.12 hereto, and as to such matters disclosed on such
Schedule, none will have a material adverse effect on the financial condition or
business of the Borrower or any of its Subsidiaries. No demand, claim, notice,
suit, suit in equity, action, administrative action, investigation or inquiry
whether brought by any governmental authority, private person or entity or
otherwise, arising under, relating to or in connection with any Environmental
Laws is pending or threatened against the Borrower or any of its Subsidiaries,
any real property in which the Borrower or any such Subsidiary holds or has held
an interest or any past or present operation of the Borrower or any Subsidiary,
except as disclosed on Schedule 4.12 hereto, and as to such matters disclosed on
such Schedule, none will have a material adverse effect on the financial
condition or business of the Borrower or any of its Subsidiaries. Neither the
Borrower nor any of its Subsidiaries (a) is the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic substances, radioactive materials, hazardous wastes or
related materials into the environment, (b) has received any notice of any toxic
substances, radioactive materials, hazardous waste or related materials in, or
upon any of its properties in violation of any Environmental Laws, or (c) knows
of any basis for any such investigation, notice or violation, except as
disclosed on SCHEDULE 4.12 hereto, and as to such matters disclosed on such
Schedule, none will have an material adverse affect on the financial condition
or business of the Borrower or any of its Subsidiaries. No release, threatened
release or disposal of hazardous waste, solid waste or other wastes is occurring
or has occurred on, under or to any real property in which the Borrower or any
of its Subsidiaries holds any interest or performs any of its operations, in
violation of any Environmental Law, except as disclosed on Schedule 4.12 hereto,
and as to such matters disclosed on such Schedule, none will have a material
adverse effect on the financial condition or business of the Borrower or any of
its Subsidiaries.



                                      -26-
<PAGE>   27



                                   ARTICLE V.

                                    COVENANTS
                                    ---------

                 5.1 AFFIRMATIVE COVENANTS. The Borrower covenants and agrees
that, until the Termination Date and thereafter until payment in full of the
principal of and accrued interest on the Notes and the performance of all other
obligations of the Borrower under this Agreement, unless the Required Lenders
shall otherwise consent in writing, it shall, and shall cause each of its
Subsidiaries to:

                           (a) PRESERVATION OF CORPORATE EXISTENCE, ETC. Do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except to the extent permitted by Section
5.2(e), and its qualification as a foreign corporation in good standing in each
jurisdiction in which such qualification is necessary under applicable law, and
the rights, licenses, permits (including those required under Environmental
Laws), franchises, patents, copyrights, trademarks and trade names material to
the conduct of its businesses; and defend all of the foregoing against all
claims, actions, demands, suits or proceedings at law or in equity or by or
before any governmental instrumentality or other agency or regulatory authority.

                           (b) COMPLIANCE WITH LAWS, ETC. Comply in all material
respects with all applicable laws, rules, regulations and orders of any
governmental authority, whether federal, state, local or foreign (including
without limitation ERISA, the Code and Environmental Laws), in effect from time
to time; and pay and discharge promptly when due all taxes, assessments and
governmental charges or levies imposed upon it or upon its income, revenues or
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise, which, if unpaid,
might give rise to Liens upon such properties or any portion thereof, except to
the extent that payment of any of the foregoing is then being contested in good
faith by appropriate legal proceedings and with respect to which adequate
financial reserves have been established on the books and records of any the
Borrower or such Subsidiary.

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



                                      -27-
<PAGE>   28



                           (d) REPORTING REQUIREMENTS. Furnish to the Lenders
and the Administrative Agent the following:

                                     (i) Promptly and in any event within three
calendar days after becoming aware of the occurrence of (A) any Default, or
Event of Default described in Section 6.1, PROVIDED, HOWEVER, with respect to
any Default described in Section 6.1(k), the Borrower shall furnish notice
immediately, together with a copy of the notice required to be delivered to the
holders of the Private Placement Debt pursuant to Section 8.1(b) of the Note
Purchase Agreement executed in connection with the Private Placement Documents,
(B) the commencement of any material litigation against, by or affecting the
Borrower or any of its Subsidiaries, and any material developments therein, (C)
entering into any material contract or undertaking that is not entered into in
the ordinary course of business, or (D) any development in the business or
affairs of the Borrower or any of its Subsidiaries which has resulted in or
which is likely in the reasonable judgment of the Borrower, to result in a
material adverse change in the business, properties, operations or condition,
financial or otherwise of the Borrower or any of its Subsidiaries, a statement
of the chief financial officer, controller or treasurer of the Borrower setting
forth details of such Default or Event of Default, litigation, development,
contract, or undertaking, and the action which the Borrower or such Subsidiary,
as the case may be, has taken and proposes to take with respect thereto;

                                     (ii) As soon as available and in any event
within 60 days after the end of each of the first three fiscal quarters of the
Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of such quarter, and the related consolidated statements of income,
retained earnings, and cash flows for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter, setting forth in
each case in comparative form the corresponding figures for the corresponding
date or period of the preceding fiscal year, all in reasonable detail and duly
certified (subject to year-end audit adjustments) by the chief financial officer
of the Borrower as having been prepared in accordance with Generally Accepted
Accounting Principles; together with a certificate of the chief financial
officer, controller or treasurer of the Borrower stating (A) that no Default or
Event of Default has occurred and is continuing or, if a Default or Event of
Default has occurred and is continuing, a statement setting forth the details
thereof and the action which the Borrower has taken and proposes to take with
respect thereto, and (B) that a computation (which computation shall accompany
such certificate and shall be in reasonable detail) showing compliance with
Section 5.2(a), (b), (c), (d), (f) and (g) hereof is in conformity with the
terms of this Agreement;

                                     (iii) As soon as available and in any event
within 100 days after the end of each fiscal year of the Borrower, a copy of the
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income, retained
earnings, and cash flows of the Borrower and its Subsidiaries for such fiscal
year, with a customary audit report of Deloitte & Touche, or other independent
certified public accountants selected by the Borrower and acceptable to the
Required Lenders, without qualifications unacceptable to the Required Lenders,
together with the consolidating balance sheets and the related consolidating
statements of income of the Borrower and its Subsidiaries for such year;
together with a certificate of the chief financial officer, controller or
treasurer of the Borrower stating (A) that no Default or Event of Default has
occurred and is continuing or, if a Default or Event of Default has occurred and
is continuing, a statement setting forth the details thereof and the action
which the Borrower has taken and proposes to take with respect thereto, and (B)
that a computation (which computation shall accompany such certificate and shall
be in reasonable 



                                      -28-
<PAGE>   29


detail) showing compliance with Section 5.2(a), (b), (c), (d), (f) and (g)
hereof is in conformity with the terms of this Agreement;

                                     (iv) Promptly after the sending or filing
thereof, copies of all reports, proxy statements and financial statements which
the Borrower or any of its Subsidiaries sends to or files with any of its
security holders or any securities exchange or the Securities and Exchange
Commission or any successor agency thereof;

                                     (v) Promptly and in any event within 10
calendar days after receiving or becoming aware thereof (A) a copy of any notice
of intent to terminate any Plan of the Borrower, its Subsidiaries or any ERISA
Affiliate filed with the PBGC, (B) a statement of the chief financial officer of
the Borrower setting forth the details of the occurrence of any Reportable Event
with respect to any such Plan, (C) a copy of any notice that the Borrower, any
of its Subsidiaries or any ERISA Affiliate may receive from the PBGC relating to
the intention of the PBGC to terminate any such Plan or to appoint a trustee to
administer any such Plan, or (D) a copy of any notice of failure to make a
required installment or other payment within the meaning of Section 412(n) of
the Code or Section 302(f) of ERISA with respect to any such Plan;

                                     (vi) As soon as available and in any event
within 30 days after the end of each month, a report on loan receivable
portfolio statistics detailing gross receivables in accordance with Generally
Accepted Accounting Principles, less deduction for ineligible receivables,
including an aging of accounts receivable, dealer concentrations and static pool
analysis and any other portfolio information reasonably requested by the
Administrative Agent;

                                     (vii) Within 30 days after the end of each
fiscal year, a claims analysis in the form of Schedule 5.1(d)(vii) attached
hereto;

                                     (viii) Promptly after the end of each
fiscal quarter or the occurrence of a material change in the ownership of stock
or other equity interest by Sam J. Frankino and/or his Affiliates of the
Borrower and/or its Affiliates, a report showing the ownership interest of Sam
J. Frankino and his Affiliates in the Borrower and its Affiliates; and

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

                           (e) ACCOUNTING; ACCESS TO RECORDS, BOOKS, ETC.
Maintain a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
accordance with Generally Accepted Accounting Principles and to comply with the
requirements of this Agreement and, at any reasonable time and from time to
time, permit any Lender or the Administrative Agent or any agents or
representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
its Subsidiaries, and to discuss the affairs, finances and accounts of such and
its Subsidiaries with its directors, officers, employees and independent
auditors, and by this provision the Borrower does hereby authorize such persons
to discuss such affairs, finances and accounts with any Lender or the



                                      -29-
<PAGE>   30


Administrative Agent and permit the Administrative Agent or any of its agents
and representatives to conduct a comprehensive field audit of its books,
records, properties and assets.

                           (f) FURTHER ASSURANCES. Will, and will cause each
Guarantor to, execute and deliver within 30 days after request therefor by the
Required Lenders or the Administrative Agent, all further instruments and
documents and take all further action that may be necessary or desirable, or
that the Required Lenders or the Administrative Agent may request, in order to
give effect to, and to aid in the exercise and enforcement of the rights and
remedies of the Lenders and the Administrative Agent under, this Agreement, the
Notes or the Guaranties. In addition, the Borrower agrees to deliver to the
Administrative Agent and the Lenders from time to time upon the acquisition or
creation of any Subsidiary not listed in SCHEDULE 4.4 hereto supplements to
SCHEDULE 4.4 such that such Schedule, together with such supplements, shall at
all times accurately reflect the information provided for thereon.

                 5.2 NEGATIVE COVENANTS. Until the Termination Date and
thereafter until payment in full of the principal of and accrued interest on the
Notes and the performance of all other obligations of the Borrower under this
Agreement, the Borrower agrees that, unless the Required Lenders shall otherwise
consent in writing it shall not, and shall not permit any of its Subsidiaries
to:

                           (a) INDEBTEDNESS TO TOTAL CAPITALIZATION. Permit or
suffer the ratio of Consolidated Indebtedness of the Borrower and its
Subsidiaries to Consolidated Total Capitalization of the Borrower and its
Subsidiaries at any time to be greater than .45 to 1.0.

                           (b) TANGIBLE NET WORTH. Permit or suffer Consolidated
Tangible Net Worth of the Borrower and its Subsidiaries at any time to be less
than the sum of (i) $195,000,000 plus (ii) an amount equal to 50% of
Consolidated Cumulative Net Income (without any reduction for net loss) of the
Borrower and its Subsidiaries for each fiscal quarter of the Borrower commencing
with the fiscal quarter ending April 30, 1997 plus (iii) 75% of the Net Cash
Proceeds from the issuance or sale of any capital stock of the Borrower or any
Subsidiary, plus (iv) 75% of the Net Cash Proceeds of any Subordinated
Indebtedness incurred by the Borrower or any Subsidiary at any time.

                           (c) FIXED CHARGE COVERAGE RATIO. Permit or suffer the
ratio of (i) Net Income Available for Fixed Charges of the Borrower and its
Subsidiaries to (ii) Fixed Charges of the Borrower and its Subsidiaries to be
less than 3.0 to 1.0 as of the end of each fiscal quarter, calculated for the
four (4) consecutive fiscal quarters then ending.

                           (d) LEVERAGE RATIO. Permit or suffer the Consolidated
Leverage Ratio of the Borrower and its Subsidiaries at any time to be greater
than .42 to 1.0.

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

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



                                      -30-
<PAGE>   31



                                     (ii) Liens (other than any Lien imposed by
ERISA) created and maintained in the ordinary course of business which do not
secure obligations exceeding $1,000,000 in the aggregate and are not material in
the aggregate, and which would not have a material adverse effect on the
business or operations of the Borrower or any of its Subsidiaries and which
constitute (A) pledges or deposits under worker's compensation laws,
unemployment insurance laws or similar legislation, (B) good faith deposits in
connection with bids, tenders, contracts or leases to which the Borrower or any
of its Subsidiaries is a party for a purpose other than borrowing money or
obtaining credit, including rent security deposits, (C) liens imposed by law,
such as those of carriers, warehousemen and mechanics, if payment of the
obligation secured thereby is not yet due, (D) Liens securing taxes, assessments
or other governmental charges or levies not yet subject to penalties for
nonpayment, and (E) pledges or deposits to secure public or statutory
obligations of the Borrower or any of its Subsidiaries, or surety, customs or
appeal bonds to which the Borrower or any of its Subsidiaries is a party;

                                     (iii) Liens affecting real property which
constitute minor survey exceptions or defects or irregularities in title, minor
encumbrances, easements or reservations of, or rights of others for, rights of
way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of such real property,
PROVIDED that all of the foregoing, in the aggregate, do not at any time
materially detract from the value of said properties or materially impair their
use in the operation of the businesses of the Borrower or any of its
Subsidiaries;

                                     (iv) Each Lien described in SCHEDULE 5.2(E)
hereto may be suffered to exist upon the same terms as those existing on the
date hereof, but no extension or renewal (which shall not include the filing of
UCC continuation statements) thereof shall be permitted;

                                     (v) The interest or title of a lessor under
any lease otherwise permitted under this Agreement with respect to the property
subject to such lease to the extent performance of the obligations of the
Borrower or its Subsidiary thereunder are not delinquent; and

                                     (vi) Prior to the disposition of assets
contemplated by Section 5.2(g)(ii), other Liens on assets of the Borrower and
its Subsidiaries, other than accounts or general intangibles, that secure
Indebtedness not exceeding in aggregate amount 50% of the net book value of the
Borrower's motor vehicles comprising its automotive fleet, and which Liens are
granted solely to original equipment manufacturers of motor vehicles to secure
Indebtedness arising pursuant to borrowings under the Borrower's original
equipment manufacturers financing program.

                           (f) MERGER; ACQUISITIONS; ETC. Purchase or otherwise
acquire, whether in one or a series of transactions, all or a substantial
portion of the business assets, rights, revenues or property, real, personal or
mixed, tangible or intangible, of any person, or all or a substantial portion of
the capital stock of or other ownership interest in any other person; nor merge
or consolidate or amalgamate with any other person or take any other action
having a similar effect, nor enter into any joint venture or similar arrangement
with any other person, PROVIDED, HOWEVER, that this Section 5.2(f) shall not
prohibit any merger or acquisition if (i) it is a merger of a Subsidiary into,
or the acquisition of the assets of a Subsidiary by, the Borrower or a
Subsidiary, where the Borrower or the Subsidiary, as the case may be, is the
surviving or continuing corporation, or (ii) it is an acquisition (A) of a
business or assets that are generally related to the business presently engaged
in by the Borrower, (B) on terms approved in advance by the board of directors
or other governing body of the seller of the business or assets, and (C) the
amount 


                                      -31-
<PAGE>   32



of consideration paid or exchanged by the Borrower and all Subsidiaries for all
such acquisitions pursuant to this clause (ii) does not exceed $10,000,000 in
aggregate amount; and in the case of each of clauses (i) and (ii), immediately
after each such merger or acquisition, no Default or Event of Default shall
exist or shall have occurred and be continuing and, prior to the consummation of
each such merger, if the Borrower is a party thereto, and each such acquisition
for consideration of $3,000,000 or more, the Borrower shall have provided to the
Lenders an opinion of counsel and a certificate of the chief financial officer
of the Borrower (attaching computations to demonstrate compliance with all
financial covenants hereunder), each stating that such merger or acquisition
complies with this Section 5.2(f) and that any other conditions under this
Agreement relating to such transaction have been satisfied.

                           (g) DISPOSITION OF ASSETS; ETC. Notwithstanding any
other provision of this Agreement, sell, lease, license, transfer, assign or
otherwise dispose of any of its business, assets, rights, revenues or property,
real, personal or mixed, tangible or intangible, whether in one or a series of
transactions, other than (1) inventory sold or leased in the ordinary course of
business upon customary credit terms, (2) sales of motor vehicles by the
Borrower to one or more of its Subsidiaries, for fair value, in the ordinary
course of the Borrower's business, (3) sales of scrap or obsolete material or
equipment, (4) transfers between the Guarantors or between the Borrower and the
Guarantors, and (5) transfers in connection with the Receivables Program and
permitted pursuant to Section 5.2(p); PROVIDED, HOWEVER, that this Section
5.2(g) shall not prohibit any such sale, lease, license, transfer, assignment,
liquidation or other disposition: (i) if the aggregate book value (disregarding
any write-downs of such book value other than ordinary depreciation and
amortization) of all of the business, assets, rights, revenues and property
disposed of after the date of this Agreement shall be less than five percent
(5%) in the aggregate for all such dispositions of such aggregate book value of
the total assets of the Borrower or such Subsidiary as of such date, as the case
may be, and if, immediately after such transaction, no Default or Event of
Default shall exist or shall have occurred and be continuing; and (ii) of the
automotive rental fleet and associated assets so long as no Default or Event of
Default shall exist or shall have occurred and be continuing.

                           (h) Restricted Payments and Restricted Investments.
                               -----------------------------------------------

                              (i) Limitation. The Borrower will not, and will
not permit any of its Subsidiaries to, at any time, declare or make, or incur
any liability to declare or make, any Restricted Payment or make or authorize
any Restricted Investment unless immediately after giving effect to such action:

                                     (A) the sum of (x) aggregate amount of
         Restricted Payments of the Borrower and its Subsidiaries declared or
         made during the period commencing on February 1, 1997, and ending on
         the date such Restricted Payment or Restricted Investment is declared
         or made, including and (y) the amount of Restricted Investments of the
         Borrower and its Subsidiaries (with each Restricted Investment and
         Restricted Payment being valued immediately after the making of any
         such Restricted Investment or Restricted Payment) would not exceed the
         sum of

                                            (I) $2,000,000 plus

                                            (II) 50% of Consolidated Operating
                 Net Income for the period commencing on February 1, 1997 and
                 ending at the end of the most recently ended fiscal 



                                      -32-
<PAGE>   33


                 quarter of the Borrower (or minus 100% of Consolidated
                 Operating Net Income for such period if Consolidated Operating
                 Net Income for such period is negative);

                                     (B) no Default or Event of Default exists
         or would exist after giving effect to such Restricted Payment or
         Restricted Investment;

                                     (C) the Borrower would be permitted by the
         provisions of Section 10.5 of the Note Purchase Agreement executed in
         connection with the Private Placement Debt to incur at least $1.00 of
         additional Indebtedness owing to a Person other than a Subsidiary of
         the Borrower.

                              (ii) Time of Payment. The Borrower will not, nor
will it permit any of its Subsidiaries to, authorize a Restricted Payment that
is not payable within 60 days of authorization.

                           (i) NATURE OF BUSINESS/DEALER HOLDBACK PROGRAM. Make
any substantial change in the nature of its business from that engaged in on the
date of this Agreement, engage in any other businesses other than those in which
it is engaged on the date of this Agreement or make any material change in the
structure or terms of any dealer holdback program which would result in the
subordination of Lender Obligations to the obligations of any such dealer;
PROVIDED, HOWEVER, that this subsection (i) shall not preclude the Borrower or
any Subsidiary from engaging in additional related or ancillary businesses that
are not likely to have a material effect on the Borrower or any Subsidiary,
including without limitation activating a dormant insurance Borrower for the
purpose of providing credit insurance, automobile warranty programs and other
programs or services related or incidental to the Borrower's automobile finance
programs.

                           (j) NEGATIVE PLEDGE LIMITATION. Enter into any
agreement, with any person, other than the Lenders pursuant hereto and in
connection with the Private Placement Debt, which prohibits or limits the
ability of the Borrower or any Subsidiary to create, incur, assume or suffer to
exist any Lien upon any of its assets, rights, revenues or property, real,
personal or mixed, tangible or intangible, whether now owned or hereafter
acquired.

                           (k) USE OF PROCEEDS. Use the proceeds of the Loans
for any purpose other than for its general corporate purposes.

                           (l) SUBORDINATED INDEBTEDNESS. Issue any Subordinated
Indebtedness unless the first principal payment or other required payment or
prepayment of principal with respect to such Subordinated Indebtedness is
scheduled to occur after April 21, 2000.

                           (m) SUBSIDIARY GUARANTIES. Permit any Subsidiary to
become obligated under any guaranty of the Borrower's obligations under the
Private Placement Debt unless such Subsidiary has guaranteed or concurrently
guarantees the Borrower's obligations under the Loan Documents on the same
terms.

                           (n) LIMITATION ON SUBSIDIARY INDEBTEDNESS. Permit the
aggregate Indebtedness of all Subsidiaries to exceed at any time 5% of
Consolidated Total Assets of the Borrower and its Subsidiaries.


                                      -33-
<PAGE>   34



                           (o) PAYMENTS AND MODIFICATIONS OF DEBT. Make, or
permit any Subsidiary to make, any optional payment, defeasance (whether a
covenant defeasance, legal defeasance or other defeasance), prepayment or
redemption of any of its or any of its Subsidiaries' Private Placement Debt or
other Indebtedness or amend or modify, or consent or agree to any amendment or
modification of, any instrument or agreement under which any of its Private
Placement Debt is issued or created or otherwise related thereto, or enter into
any agreement or arrangement providing for any defeasance of any kind of any of
its Private Placement Debt.

                           (p) RECEIVABLES PROGRAM. Enter into, or permit its
Subsidiaries to enter into, any transaction (such transaction being referred to
herein as a "Receivables Program") involving (i) the sale or other financing by
the Borrower or any of its Subsidiaries of installment notes receivable or other
evidences of indebtedness arising in the ordinary course of business of the
Borrower or any of its Subsidiaries or (ii) the incurrence by the Borrower or
any of its Subsidiaries of Non-Recourse Indebtedness secured by Liens on
installment notes receivable or other evidences of indebtedness arising in the
ordinary course of business of the Borrower or any of its Subsidiaries (in each
case, whether or not such installment notes receivable or evidences of
indebtedness is required to be included on the balance sheet of the Borrower or
such Subsidiary in accordance with GAAP); provided that in any twelve month
period, the Borrower and its Subsidiaries may enter into Receivables Programs if
the aggregate of net book value of all installment notes receivable and other
evidences of indebtedness to be sold or financed in connection with all
Receivables Programs in such twelve month period does not exceed 10% of
Consolidated Total Capitalization as of the last day of the Borrower's most
recently ended fiscal year. "Non-Recourse Indebtedness" means, as applied to any
Receivables Program, Indebtedness under the terms of which no personal recourse
may be had against the Borrower or any of its Subsidiaries for the payment of
the principal of or interest or premium of such Indebtedness solely as a result
of a default by one or more account debtors in the payment of any accounts
receivable included in such Receivables Program.

                           (q) TRANSACTIONS WITH AFFILIATES. Enter into, or
permit any Subsidiary to enter into, or remain a party to, directly or
indirectly, any transaction (including without limitation the purchase, lease,
sale or exchange of properties of any kind or the rendering of any service),
whether or not in the ordinary course of business with any Affiliate of the
Borrower or any of its Subsidiaries, except pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than would
be obtained in a comparable arm's-length transaction with a Person not an
Affiliate.


                                      -34-
<PAGE>   35



                 5.3 ADDITIONAL COVENANTS. If at any time the Borrower shall
enter into or be a party to any instrument or agreement, including all such
instruments or agreements in existence as of the date hereof and all such
instruments or agreements entered into after the date hereof, relating to or
amending any terms or conditions applicable to any of its Indebtedness which
includes covenants, terms, conditions or defaults not substantially provided for
in this Agreement or more favorable to the lender or lenders thereunder than
those provided for in this Agreement, then the Borrower shall promptly so advise
the Administrative Agent and the Lenders. Thereupon, if the Administrative
Agents shall request, upon notice to the Borrower, the Administrative Agent and
the Lenders shall enter into an amendment to this Agreement or an additional
agreement (as the Administrative Agent may request), providing for substantially
the same covenants, terms, conditions and defaults as those provided for in such
instrument or agreement to the extent required and as may be selected by the
Administrative Agent. In addition to the foregoing, any covenants, terms,
conditions or defaults in the Private Placement Debt Documents not substantially
provided for in this Agreement or more favorable to the holders of the Private
Placement Debt issued in connection therewith are hereby incorporated by
reference into this Agreement to the same extent as if set forth fully herein,
and no subsequent amendment, waiver or modification thereof shall effect any
such covenants, terms, conditions or defaults as incorporated herein.

                                   ARTICLE VI.

                                     DEFAULT
                                     -------

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

                           (a) NONPAYMENT. The Borrower shall fail to pay when
due any principal of the Notes or the Borrower shall fail to pay any interest on
any of the Notes or any fees or any other amount payable hereunder, which
failure, with respect to interest, fees or any other amount (other than
principal) continues for a period of five days; or

                           (b) MISREPRESENTATION. Any representation or warranty
made by the Borrower or any Guarantor in Article IV hereof or in any Guaranty or
any other certificate, report, financial statement or other document furnished
by or on behalf of the Borrower or any Guarantor in connection with this
Agreement, shall prove to have been incorrect in any material respect when made
or deemed made; or

                           (c) CERTAIN COVENANTS. The Borrower shall fail to
perform or observe any term, covenant or agreement contained in Article V
hereof; or

                           (d) OTHER DEFAULTS. The Borrower or any Guarantor
shall fail to perform or observe any other term, covenant or agreement contained
in this Agreement or in any Guaranty, and any such failure shall remain
unremedied for 30 calendar days after notice thereof shall have been given to
the Borrower or such Guarantor, as the case may be, by the Administrative Agent
(or such shorter period of time as may be specified in the relevant Guaranty);
or



                                      -35-
<PAGE>   36



                           (e) CROSS DEFAULT. The Borrower or any of its
Subsidiaries shall fail to pay any part of the principal of, the premium, if
any, or the interest on, or any other payment of money due under any of its
Indebtedness (other than Indebtedness hereunder), beyond any period of grace
provided with respect thereto, which individually or together with other such
Indebtedness as to which any such failure exists has an aggregate outstanding
principal amount in excess of $500,000 (provided that such minimum amount
requirement shall not apply to Indebtedness owing to the Lenders); or if the
Borrower or any of its Subsidiaries fails to perform or observe any other term,
covenant or agreement contained in any agreement, document or instrument
evidencing or securing any such Indebtedness having such aggregate outstanding
principal amount (if applicable), or under which any such Indebtedness was
issued or created, beyond any period of grace, if any, provided with respect
thereto if the effect of such failure is either (i) to cause, or permit the
holders of such Indebtedness (or a trustee on behalf of such holders) to cause,
any payment in respect of such Indebtedness to become due prior to its due date
or (ii) to permit the holders of such Indebtedness (or a trustee on behalf of
such holders) to elect a majority of the board of directors of the Borrower; or

                           (f) JUDGMENTS. One or more judgments or orders for
the payment of money in an aggregate amount of $1,000,000 or more (which
$1,000,000 amount may not be deemed a material amount) shall be rendered against
the Borrower or any of its Subsidiaries, or any other judgment or order (whether
or not for the payment of money) shall be rendered against or shall affect the
Borrower or any of its Subsidiaries which causes or could cause a material
adverse change in the business, properties, operations or condition, financial
or otherwise, of the Borrower or any of its Subsidiaries or which does or could
have a material adverse effect on the legality, validity or enforceability of
this Agreement, the Notes or any Guaranty, and either (i) such judgment or order
shall have remained unsatisfied and the Borrower or such Subsidiary shall not
have taken action necessary to stay enforcement thereof by reason of pending
appeal or otherwise, prior to the expiration of the applicable period of
limitations for taking such action or, if such action shall have been taken, a
final order denying such stay shall have been rendered, or (ii) enforcement
proceedings shall have been commenced by any creditor upon any such judgment or
order; or

                           (g) ERISA. The occurrence of a Reportable Event that
results in or could result in liability of the Borrower or any Subsidiary of the
Borrower or their ERISA Affiliates to the PBGC or to any Plan and such
Reportable Event is not corrected within thirty (30) days after the occurrence
thereof; or the occurrence of any Reportable Event which could constitute
grounds for termination of any Plan of the Borrower, its Subsidiaries or their
ERISA Affiliates by the PBGC or for the appointment by the appropriate United
States District Court of a trustee to administer any such Plan and such
Reportable Event is not corrected within thirty (30) days after the occurrence
thereof; or the filing by the Borrower, any Subsidiary of the Borrower or any of
their ERISA Affiliates of a notice of intent to terminate a Plan or the
institution of other proceedings to terminate a Plan; or the Borrower, any
Subsidiary of the Borrower or any of their ERISA Affiliates shall fail to pay
when due any liability to the PBGC or to a Plan; or the PBGC shall have
instituted proceedings to terminate, or to cause a trustee to be appointed to
administer, any Plan of the Borrower, its Subsidiaries or their ERISA
Affiliates; or any person engages in a Prohibited Transaction with respect to
any Plan which results in or could result in liability of the Borrower, its
Subsidiary of the Borrower or any of their ERISA Affiliates, any Plan of the
Borrower, its Subsidiaries or their ERISA Affiliates or fiduciary of any such
Plan; or failure by the Borrower, any Subsidiary of the Borrower or any of their
ERISA Affiliates to make a required installment or other payment to any Plan
within the meaning of Section 302(f) of ERISA or Section 412(n) of the Code that
results in or could result in liability of the Borrower, its Subsidiary or any
of their ERISA Affiliates to the PBGC or any Plan; or the 


                                      -36-
<PAGE>   37



withdrawal of the Borrower, any of its Subsidiaries or any of their ERISA
Affiliates from a Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(9a)(2) of ERISA; or the Borrower, any of
its Subsidiaries or any of their ERISA Affiliates becomes an employer with
respect to any Multiemployer Plan without the prior written consent of the
Required Lenders; or

                           (h) INSOLVENCY, ETC. The Borrower or any of its
Subsidiaries shall be dissolved or liquidated (or any judgment, order or decree
therefor shall be entered), or shall generally not pay its debts as they become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors, or shall
institute, or there shall be instituted against the Borrower or any of its
Subsidiaries, any proceeding or case seeking to adjudicate it a bankrupt or
insolvent or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief or protection of
debtors or seeking the entry of an order for relief, or the appointment of a
receiver, trustee, custodian or other similar official for it or for any
substantial part of its assets, rights, revenues or property, and, if such
proceeding is instituted against the Borrower or such Subsidiary and is being
contested by the Borrower or such Subsidiary, as the case may be, in good faith
by appropriate proceedings, such proceeding shall remain undismissed or unstayed
for a period of 60 days; or the Borrower or such Subsidiary shall take any
action (corporate or other) to authorize or further any of the actions described
above in this subsection; or

                           (i) SECURITY DOCUMENTS. Any event of default
described in any Guaranty shall have occurred and be continuing, or any material
provision of any Guaranty shall at any time for any reason cease to be valid,
binding and enforceable against any obligor thereunder, or the validity, binding
effect or enforceability thereof shall be contested by any person, or any
obligor, shall deny that it has any or further liability or obligation
thereunder, or any Guaranty shall be terminated, invalidated or set aside, or be
declared ineffective or inoperative or in any way cease to give or provide to
the Lenders and the Administrative Agent the benefits purported to be created
thereby; or

                           (j) CHANGE OF CONTROL. The Borrower shall experience
a Change of Control. For purposes of this Section 6.1(k), a "Change of Control"
shall occur if during any twelve-month period any person or group of persons
(within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934,
as amended) shall have acquired beneficial ownership (within the meaning of Rule
13D-3 promulgated by the Securities and Exchange Commission under said Act) of
35% or more in voting power of the voting shares of the Borrower.

                 6.2 REMEDIES. (a) Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent, upon being
directed to do so by the Required Lenders, shall by notice to the Borrower (i)
terminate the Commitments or (ii) declare the outstanding principal of, and
accrued interest on, the Notes and all other amounts owing under this Agreement
to be immediately due and payable, or any one or both of the foregoing,
whereupon the Commitments shall terminate forthwith and all such amounts shall
become immediately due and payable, PROVIDED that in the case of any event or
condition described in Section 6.1(h) with respect to the Borrower or any
Subsidiary, the Commitments shall automatically terminate forthwith and all such
amounts shall automatically become immediately due and payable without notice;
in all cases without demand, presentment, protest, diligence, notice of dishonor
or other formality, all of which are hereby expressly waived.




                                      -37-
<PAGE>   38


                           (b) The Administrative Agent, upon being directed to
do so by the Required Lenders, shall, in addition to the remedies provided in
Section 6.2(a), exercise and enforce any and all other rights and remedies
available to it or the Lenders, whether arising under this Agreement, any Note
or any Guaranty or under applicable law, in any manner deemed appropriate by the
Administrative Agent, with consent of the Required Lenders, including suit in
equity, action at law, or other appropriate proceedings, whether for the
specific performance (to the extent permitted by law) of any covenant or
agreement contained in this Agreement or in any Note or Guaranty, or in aid of
the exercise of any power granted in this Agreement, any Note or any Guaranty.

                           (c) Upon the occurrence and during the continuance of
any Event of Default, each Lender may at any time and from time to time, without
notice to the Borrower (any requirement for such notice being expressly waived
by the Borrower) set off and apply against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement, whether owing to such
Lender or any other Lender or the Administrative Agent, any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower and any property of the Borrower from time to time in
possession of such Lender, irrespective of whether or not such Lender shall have
made any demand hereunder and although such obligations may be contingent and
unmatured. The Borrower hereby grants to the Lenders and the Administrative
Agent a lien on and security interest in all such deposits, indebtedness and
property as collateral security for the payment and performance of the
obligations of the Borrower under this Agreement. The rights of such Lender
under this Section 6.2(c) are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which such Lender may
have.

                                  ARTICLE VII.

                             THE AGENT AND THE BANKS
                             -----------------------

                 7.1 APPOINTMENT AND AUTHORIZATION. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement and the
Notes and the Guaranties as are delegated to the Administrative Agent by the
terms hereof or thereof, together with all such powers as are reasonably
incidental thereto. The provisions of this Article VII are solely for the
benefit of the Administrative Agent and the Lenders, and the Borrower shall not
have any rights as a third party beneficiary of any of the provisions hereof. In
performing its functions and duties under this Agreement, the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation towards or relationship of agency or
trust with or for the Borrower.

                 7.2 ADMINISTRATIVE AGENT AND AFFILIATES. First Chicago in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise or refrain from exercising the same as
though it were not the Administrative Agent. First Chicago and its affiliates
may (without having to account therefor to any Lender) accept deposits from,
lend money to, and generally engage in any kind of banking, trust, financial
advisory or other business with the Borrower or any Subsidiary of the Borrower
as if it were not acting as Administrative Agent hereunder, and may accept fees
and other consideration therefor without having to account for the same to the
Lenders.



                                      -38-
<PAGE>   39


                 7.3 SCOPE OF ADMINISTRATIVE AGENT'S AND DOCUMENTATION AGENT'S
DUTIES. Neither the Administrative Agent nor the Documentation Agent shall have
any duties or responsibilities except those expressly set forth herein, and
neither the Administrative Agent nor the Documentation Agent shall, by reason of
this Agreement, have a fiduciary relationship with any Lender, and no implied
covenants, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or shall otherwise exist against the Administrative Agent or
the Documentation Agent. As to any matters not expressly provided for by this
Agreement (including, without limitation, collection and enforcement actions
under the Notes and the Guaranty), neither the Administrative Agent nor the
Documentation Agent shall be required to exercise any discretion or take any
action, but the Administrative Agent and the Documentation Agent, as the case
may be, shall take such action or omit to take any action pursuant to the
reasonable written instructions of the Required Lenders and may request
instructions from the Required Lenders. The Administrative Agent and the
Documentation Agent shall in all cases be fully protected in acting, or in
refraining from acting, pursuant to the written instructions of the Required
Lenders, which instructions and any action or omission pursuant thereto shall be
binding upon all of the Lenders; PROVIDED, HOWEVER, that neither the
Administrative Agent nor the Documentation Agent shall not be required to act or
omit to act if, in the judgment of the Administrative Agent or the Documentation
Agent, as the case may be, such action or omission may expose the Administrative
Agent or the Documentation Agent to personal liability or is contrary to this
Agreement, the Notes, any Guaranty, or applicable law.

                 7.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely upon any certificate, notice, document or other
communication (including any cable, telegram, telex, facsimile transmission or
oral communication) believed by it to be genuine and correct and to have been
sent or given by or on behalf of a proper person. The Administrative Agent may
treat the payee of any Note as the holder thereof unless and until the
Administrative Agent receives written notice of the assignment thereof pursuant
to the terms of this Agreement signed by such payee, and the Administrative
Agent receives the written agreement of the assignee that such assignee is bound
hereby to the same extent as if it had been an original party hereto. The
Administrative Agent may employ agents (including without limitation collateral
agents) and may consult with legal counsel (who may be counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable to the Lenders, except as to money or property received by
it or its authorized agents, for the negligence or misconduct of any such agent
selected by it with reasonable care or for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.

                 7.5 DEFAULT. The Administrative Agent shall not be deemed to
have knowledge of the occurrence of any Default or Event of Default, unless the
Administrative Agent has received written notice from a Lender or the Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give written notice thereof to the
Lenders.

                 7.6 LIABILITY OF ADMINISTRATIVE AGENT AND DOCUMENTATION AGENT.
Neither the Administrative Agent, the Documentation Agent nor any of their
respective directors, officers, agents, or employees shall be liable to the
Lenders for any action taken or not taken by it or them in connection herewith
with the consent or at the request of the Required Lenders or in the absence of
its or their own gross negligence or willful misconduct. Neither the
Administrative Agent, the Documentation Agent nor any of their respective
directors, officers, agents or employees shall be responsible for or have any
duty to 



                                      -39-
<PAGE>   40



ascertain, inquire into or verify (i) any recital, statement, warranty or
representation contained in this Agreement, any Note or any Guaranty, or in any
certificate, report, financial statement or other document furnished in
connection with this Agreement, (ii) the performance or observance of any of the
covenants or agreements of the Borrower or any Guarantor, (iii) the satisfaction
of any condition specified in Article II hereof, or (iv) the validity,
effectiveness, legal enforceability, value or genuineness of this Agreement, any
Note, any Guaranty, or any collateral subject thereto, or any other instrument
or document furnished in connection herewith.

                 7.7 NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS. Each
Lender acknowledges and agrees that it has, independently and without reliance
on the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decision in taking or not
taking action under this Agreement. The Administrative Agent shall not be
required to keep itself informed as to the performance or observance by the
Borrower or any Guarantor of this Agreement, the Notes, any Guaranty, or any
other documents referred to or provided for herein, or to inspect the properties
or books of the Borrower or any Guarantor and, except for notices, reports and
other documents and information expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any information
concerning the affairs, financial condition or business of the Borrower or any
of its Subsidiaries which may come into the possession of the Administrative
Agent or any of its affiliates.

                 7.8 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower, but without
limiting any obligation of the Borrower to make such reimbursement), ratably
according to the respective principal amounts of the Loans then outstanding made
by each of them (or if no Loans are at the time outstanding, ratably according
to the respective amounts of their Commitments), from and against any and all
claims, damages, losses, liabilities, costs or expenses of any kind or nature
whatsoever (including, without limitation, fees and disbursements of counsel)
which may be imposed on, incurred by, or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent under this Agreement, PROVIDED, HOWEVER, that no Lender
shall be liable for any portion of such claims, damages, losses, liabilities,
costs or expenses resulting from the Administrative Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any out-of-pocket expenses (including without limitation fees and expenses of
counsel) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower, but without limiting the obligation of the Borrower to make
such reimbursement. Each Lender agrees to reimburse the Administrative Agent
promptly upon demand for its ratable share of any amounts owing to the
Administrative Agent by the Lenders pursuant to this Section. If the indemnity
furnished to the Administrative Agent under this Section shall, in the judgment
of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity from the Lenders and
cease, or not commence, to take any action until such additional indemnity is
furnished.



                                      -40-
<PAGE>   41



                 7.9 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative
Agent may resign as such at any time upon thirty days' prior written notice to
the Borrower and the Lenders. In the event of any such resignation, the Required
Lenders shall, by an instrument in writing delivered to the Borrower and the
Administrative Agent, appoint a successor, which shall be a commercial bank
organized under the laws of the United States or any State thereof and having a
combined capital and surplus of at least $500,000,000. If a successor is not so
appointed or does not accept such appointment before the Administrative Agent's
resignation becomes effective, the resigning Administrative Agent may appoint a
temporary successor to act until such appointment by the Required Lenders is
made and accepted or if no such temporary successor is appointed as provided
above by the resigning Administrative Agent, the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder until
such appointment by the Required Lenders is made and accepted. Any successor to
the Administrative Agent shall execute and deliver to the Borrower and the
Lenders an instrument accepting such appointment and thereupon such successor
Administrative Agent, without further act, deed, conveyance or transfer shall
become vested with all of the properties, rights, interests, powers, authorities
and obligations of its predecessor hereunder with like effect as if originally
named as Administrative Agent hereunder. Upon request of such successor
Administrative Agent, the Borrower and the resigning Administrative Agent shall
execute and deliver such instruments of conveyance, assignment and further
assurance and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in such successor Administrative Agent all
such properties, rights, interests, powers, authorities and obligations. The
provisions of this Article VII shall thereafter remain effective for such
resigning Administrative Agent with respect to any actions taken or omitted to
be taken by such Administrative Agent while acting as the Administrative Agent
hereunder.

                 7.10 SHARING OF PAYMENTS. The Lenders agree among themselves
that, in the event that any Lender shall obtain payment in respect of any Loan
or any other obligation owing to the Lenders under this Agreement through the
exercise of a right of set-off, banker's lien, counterclaim or otherwise in
excess of its ratable share of payments received by all of the Lenders on
account of the Loans and other obligations (or if no Loans are outstanding,
ratably according to the respective amounts of the Commitments), such Lender
shall promptly purchase from the other Lenders participations in such Loans and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all of the Lenders share such
payment in accordance with such ratable shares. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of set-off, banker's lien, counterclaim or otherwise as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of
participations theretofore sold, return its share of that benefit to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including set-off,
banker's lien or counterclaim, with respect to such participation as fully as if
such Lender were a holder of such Loan or other obligation in the amount of such
participation. The Lenders further agree among themselves that, in the event
that amounts received by the Lenders and the Administrative Agent hereunder are
insufficient to pay all such obligations or insufficient to pay all such
obligations when due, the fees and other amounts owing to the Administrative
Agent in such capacity shall be paid therefrom before payment of obligations
owing to the Lenders under this Agreement. Except as otherwise expressly
provided in this Agreement, if any Lender or the Administrative Agent shall fail
to remit to the Administrative Agent or any other Lender an amount payable by
such Lender or the Administrative Agent to the Administrative Agent or such
other Lender pursuant to this Agreement on the date when such amount is due,
such payments shall 



                                      -41-
<PAGE>   42


be made together with interest thereon for each date from the date such amount
is due until the date such amount is paid to the Administrative Agent or such
other Lender at a rate per annum equal to the rate at which borrowings are
available to the payee in its overnight federal funds market. It is further
understood and agreed among the Lenders and the Administrative Agent that if any
Lender shall engage in any other transactions with the Borrower and shall have
the benefit of any collateral or security therefor which does not expressly
secure the obligations arising under this Agreement except by virtue of a
so-called dragnet clause or comparable provision, such Lender shall be entitled
to apply any proceeds of such collateral or security first in respect of the
obligations arising in connection with such other transaction before application
to the obligations arising under this Agreement.

                 7.11 DOCUMENTATION AGENT. Morgan Guaranty Trust Company of New
York has been designated by the Borrower as "Documentation Agent" under this
Agreement. Other than its rights and remedies as a Lender hereunder, the
Documentation Agent shall have no administrative or other rights or
responsibilities.

                                  ARTICLE VIII.

                                  MISCELLANEOUS
                                  -------------

                 8.1 AMENDMENTS, ETC. (a) No amendment, modification,
termination or waiver of any provision of this Agreement nor any consent to any
departure therefrom shall be effective unless the same shall be in writing and
signed by the Required Lenders and the Borrower, and, to the extent any rights
or duties of the Administrative Agent may be affected thereby, the
Administrative Agent, PROVIDED, HOWEVER, that no such amendment, modification,
termination, waiver or consent shall, without the consent of the Administrative
Agent and all of the Lenders, (i) authorize or permit the extension of time for,
or any reduction of the amount of, any payment of the principal of, or interest
on, the Notes, or any fees or other amount payable hereunder, (ii) amend or
terminate the respective Commitments of any Lender set forth on the signature
pages hereof or modify the provisions of this Section regarding the taking of
any action under this Section, or the provisions of Section 7.10, or the
provisions of the first sentence of Section 8.6, or the definition of Required
Lenders, or (iii) provide for the release of any Guarantor.

                           (b) Any such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

                 8.2 NOTICES. (a) All notices and other communications hereunder
shall be in writing and shall be delivered or sent to the Borrower, the
Administrative Agent, and the Lenders at the respective addresses or numbers for
notices set forth on the signature pages hereof, or to such other address or
number as may be designated by the Borrower, the Administrative Agent, or any
Lender by notice to the other parties hereto. All notices and other
communications shall be deemed to have been given at the earlier of (i) the time
of actual delivery thereof to such address or number, or (ii) if sent by
certified or registered mail, postage prepaid, to such address, on the third day
after the date of mailing, if deposited prepaid with a nationally recognized
overnight delivery service guaranteeing next day delivery to such address, prior
to the deadline for next day delivery, on the Business Day next following such
deposit, or (iii) if sent by facsimile 


                                      -42-
<PAGE>   43



transmission, upon confirmation of receipt by telephone at the number specified
for confirmation, PROVIDED, HOWEVER, that notices to the Administrative Agent
shall not be effective until received.

                           (b) Notices by the Borrower to the Administrative
Agent with respect to terminations or reductions of the Commitments pursuant to
Section 2.2, requests for Loans pursuant to Section 2.4, requests for
continuations or conversions of Loans pursuant to Section 2.7 and notices of
prepayment pursuant to Section 3.1 shall be irrevocable and binding on the
Borrower.

                 8.3 NO WAIVER BY CONDUCT; REMEDIES CUMULATIVE. No course of
dealing on the part of the Administrative Agent or any Lender, nor any delay or
failure on the part of the Administrative Agent or any Lender in exercising any
right, power or privilege hereunder shall operate as a waiver of such right,
power or privilege or otherwise prejudice the Administrative Agent's or such
Lender's rights and remedies hereunder; nor shall any single or partial exercise
thereof preclude any further exercise thereof or the exercise of any other
right, power or privilege. No right or remedy conferred upon or reserved to the
Administrative Agent or any Lender under this Agreement, any of the Notes, or
any Guaranty is intended to be exclusive of any other right or remedy, and every
right and remedy shall be cumulative and in addition to every other right or
remedy granted thereunder or now or hereafter existing under any applicable law.
Every right and remedy granted by this Agreement, any of the Notes, any
Guaranty, or by applicable law to the Administrative Agent or any Lender may be
exercised from time to time and as often as may be deemed expedient by the
Administrative Agent or any Lender and, unless contrary to the express
provisions of this Agreement, the Notes, or any Guaranty, irrespective of the
occurrence or continuance of any Default or Event of Default.

                 8.4 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms,
covenants, agreements, representations and warranties of the Borrower or any
Guarantor made herein or in any Guaranty or in any certificate, report,
financial statement or other document furnished by or on behalf of the Borrower
or any Guarantor in connection with this Agreement or any Guaranty shall be
deemed to be material and to have been relied upon by the Lenders,
notwithstanding any investigation heretofore or hereafter made by any Lender or
on such Lender's behalf, and those covenants and agreements of the Borrower set
forth in Section 3.6, 3.8 and 8.5 hereof shall survive the repayment in full of
the Loans and the termination of the Commitments.

                 8.5 EXPENSES. (a) The Borrower agrees to pay, or reimburse the
Administrative Agent for the payment of, on demand, (i) the reasonable fees and
expenses of counsel to the Administrative Agent, including without limitation
the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freeman, in
connection with the preparation, execution, delivery and administration of this
Agreement, the Notes, the Guaranties, and the consummation of the transactions
contemplated hereby, and in connection with advising the Administrative Agent as
to its rights and responsibilities with respect thereto, and in connection with
any amendments, waivers or consents in connection therewith, and (ii) all stamp
and other taxes and fees payable or determined to be payable in connection with
the execution, delivery, filing or recording of this Agreement, the Notes, the
Guaranties and the consummation of the transactions contemplated hereby, and any
and all liabilities with respect to or resulting from any delay in paying or
omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses
of the Administrative Agent and the Lenders (including reasonable fees and
expenses of counsel and whether incurred through negotiations, legal proceedings
or otherwise) in connection with any Default or Event of Default or the
enforcement of, or the exercise or preservation of any rights under, this
Agreement or the Notes or any 


                                      -43-
<PAGE>   44



Guaranty, or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement.

                           (b) The Borrower hereby indemnifies and agrees to
hold harmless the Lenders and the Administrative Agent, and its officers,
directors, employees and agents, from and against any and all claims, damages,
losses, liabilities, costs or expenses of any kind or nature whatsoever
(including reasonable attorneys fees and disbursements incurred in connection
with any investigative, administrative or judicial proceeding whether or not
such person shall be designated as a party thereto) which the Lenders or the
Administrative Agent or any such person may incur or which may be claimed
against any of them by reason of or in connection with entering into this
Agreement or the transactions contemplated hereby, including without limitation
those arising under Environmental Laws; PROVIDED, HOWEVER, that no Borrower
shall be required to indemnify any such Lender and the Administrative Agent or
such other person, to the extent, but only to the extent, that such claim,
damage, loss, liability, cost or expense is attributable to the gross negligence
or willful misconduct of such Lender or the Administrative Agent, as the case
may be.

                           (c) In consideration of the execution and delivery of
this Agreement by each Lender and the extension of the Commitments, the Borrower
hereby indemnifies, exonerates and holds the Administrative Agent, each Lender
and each of its officers, directors, employees and agents (collectively, the
"INDEMNIFIED PARTIES") free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith, including reasonable attorneys' fees and
disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to:

                                     (i) any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of any
Loan;

                                     (ii) the entering into and performance of
this Agreement and any other agreement or instrument executed in connection
herewith by any of the Indemnified Parties (including any action brought by or
on behalf of the Borrower as the result of any determination by the Required
Lenders not to fund any Loan);

                                     (iii) any investigation, litigation or
proceeding related to any acquisition or proposed acquisition by the Borrower or
any of its Subsidiaries of any portion of the stock or assets of any person;

                                     (iv) any investigation, litigation or
proceeding related to any environmental cleanup, audit, compliance or other
matter relating to the protection of the environment or the release by the
Borrower or any of its Subsidiaries of any Hazardous Material; or

                                     (v) the presence on or under, or the
escape, seepage, leakage, spillage, discharge, emission, discharging or
releasing from, any real property owned or operated by the Borrower, or any of
its Subsidiaries of any Hazardous Material (including any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within the control of,
the Borrower or such Subsidiary, except for any such Indemnified Liabilities
arising for the account of a particular Indemnified Party by reason of the
activities of the 



                                      -44-
<PAGE>   45



Indemnified Party on the property of the Borrower conducted subsequent to a
foreclosure on such property by the Lenders or by reason of the relevant
Indemnified Party's gross negligence or willful misconduct or breach of this
Agreement, and if and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. The Borrower shall be
obligated to indemnify the Indemnified Parties for all Indemnified Liabilities
subject to and pursuant to the foregoing provisions, regardless of whether the
Borrower or any of its Subsidiaries had knowledge of the facts and circumstances
giving rise to such Indemnified Liability.

                 8.6 SUCCESSORS AND ASSIGNS. (a) This Agreement shall be binding
upon and inure to the benefit of the parties hereto and its successors and
assigns, PROVIDED neither the Borrower nor any Guarantor may, without the prior
consent of the Lenders, assign its rights or obligations hereunder, under the
Notes or under any Guaranty and the Lenders shall not be obligated to make any
Loan hereunder to any entity other than the Borrower.

                           (b) Any Lender may sell to any financial institution
or institutions, and such financial institution or institutions may further
sell, a participation interest (undivided or divided) in, the Loans and such
Lender's rights and benefits under this Agreement, the Notes and the Guaranties,
and to the extent of that participation interest such participant or
participants shall have the same rights and benefits against the Borrower under
Section 3.6, 3.8 and 6.2(c) as it or they would have had if such participant or
participants were the Lender making the Loans to the Borrower hereunder,
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement shall
remain unmodified and fully effective and enforceable against such Lender, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
its Notes for all purposes of this Agreement, (iv) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and (v) such Lender shall not grant to its
participant any rights to consent or withhold consent to any action taken by
such Lender or the Administrative Agent under this Agreement other than action
requiring the consent of all of the Lenders hereunder.

                           (c) The Administrative Agent from time to time in its
sole discretion may appoint agents for the purpose of servicing and
administering this Agreement and the transactions contemplated hereby and
enforcing or exercising any rights or remedies of the Administrative Agent
provided under this Agreement, the Notes, any Guaranty or otherwise. In
furtherance of such agency, the Administrative Agent may from time to time
direct that the Borrower and the Guarantors provide notices, reports and other
documents contemplated by this Agreement (or duplicates thereof) to such agent.
The Borrower hereby consents to the appointment of such agent and agrees to
provide all such notices, reports and other documents and to otherwise deal with
such agent acting on behalf of the Administrative Agent in the same manner as
would be required if dealing with the Administrative Agent itself.

                           (d) Each Lender may, with the prior consent of the
Borrower (which consent shall not be unreasonably withheld and may not be
withheld if any Event of Default or Default has occurred and is continuing) and
the prior written consent of the Administrative Agent (which consent shall not
be unreasonably withheld), assign to one or more banks or other entities all or
a portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Loans owing to it and the
Note held by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a



                                      -45-
<PAGE>   46



uniform, and not a varying, percentage of all rights and obligations, (ii)
except in the case of an assignment of all of a Lender's rights and obligations
under this Agreement, (A) the amount of the Commitment of the assigning Lender
being assigned pursuant to each such assignment (determined as of the date of
the Assignment and Acceptance with respect to such assignment) shall in no event
be less than $5,000,000, and in integral multiples of $5,000,000 thereafter, or
such lesser amount as the Borrower and the Administrative Agent may consent to
and (B) after giving effect to each such assignment, the amount of the
Commitment of the assigning Lender shall in no event be less than $5,000,000,
(iii) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance in the form of EXHIBIT F hereto (an "ASSIGNMENT AND
ACCEPTANCE"), together with any Note subject to such assignment and a processing
and recordation fee of $3,000, and (iv) any Lender may without the consent of
the Borrower or the Administrative Agent, and without paying any fee, assign to
any Affiliate of such Lender that is a bank or financial institution all of its
rights and obligations under this Agreement. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in such
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                           (e) By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of their
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.6 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vi) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

                           (f) The Administrative Agent shall maintain at its
address designated on the signature pages hereof a copy of each Assignment and
Acceptance delivered to and accepted by it and a 



                                      -46-
<PAGE>   47



register for the recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Loans owing to, each Lender from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each person 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 the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

                           (g) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee, together with any Note subject
to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrower. Within five Business Days after its receipt of
such notice, the Borrower, at their own expense, shall execute and deliver to
the Administrative Agent in exchange for the surrendered Note a new Note to the
order of such assignee in an amount equal to the Commitment assumed by it
pursuant to such Assignment and Acceptance and, if the assigning Lender has
retained a Commitment hereunder, a new Note to the order of the assigning Lender
in an amount equal to the Commitment retained by it hereunder. Such new Note
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form of
EXHIBIT F hereto.

                           (h) The Borrower shall not be liable for any costs or
expenses of any Lender in effectuating any participation or assignment under
this Section 8.6.

                           (i) The Lenders may, in connection with any
assignment, participation or addition or proposed assignment, participation or
addition pursuant to this Section 8.6, disclose to the assignee or participant
or proposed assignee or participant any information relating to the Borrower.

                           (j) In addition, the Borrower and the Administrative
Agent may from time to time designate additional financial institutions (the
"Additional Lenders") to be parties to this Agreement and to become a Lender
hereunder upon the execution and delivery to the Administrative Agent of an
Assumption Agreement in the form of Exhibit G hereto (an "Assumption
Agreement"). Any Additional Lender shall become a party to this Agreement and be
considered a Lender hereunder for all purposes if (a) it shall execute and
deliver to the Administrative Agent an Assumption Agreement, (b) it shall make
Loans to the Borrower in the principal amount which bears the same ratio to the
amounts of the Loans of the other Lenders then outstanding as the Commitment of
such Additional Bank bears to the then Commitments of such other Lenders, and
(c) a copy of such Assumption Agreement and evidence satisfactory to the
Administrative Agent of the making of such Loans shall be furnished to the
Lenders. In connection with adding Additional Lenders, the aggregate Total
Commitments may be increased to an amount not to exceed $50,000,000 with the
consent of the Borrower and the Administrative Agent and without the consent of
any Lender.

                           (k) Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time create a security interest in, or
assign, all or any portion of its rights under this Agreement (including,
without limitation, the Loans owing to it and the Note held by it) in favor of
any Federal Reserve Lender in accordance with Regulation A of the Board of
Governors of the Federal Reserve 



                                      -47-
<PAGE>   48


System; PROVIDED that such creation of a security interest or assignment shall
not release such Lender from its obligations under this Agreement.

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

                 8.8 GOVERNING LAW. This Agreement is a contract made under, and
shall be governed by and construed in accordance with, the law of the State of
Illinois applicable to contracts made and to be performed entirely within such
State and without giving effect to choice of law principles of such State. The
Borrower and each Lender further agrees that any legal action or proceeding with
respect to this Agreement, any of the Notes, or any Guaranty, or the
transactions contemplated hereby may be brought in any court of the State of
Illinois, or in any court of the United States of America sitting in Illinois,
and the Borrower and each Lender hereby submits to and accepts generally and
unconditionally the jurisdiction of those courts with respect to its person and
property, and irrevocably consents to the service of process in connection with
any such action or proceeding by personal delivery to the Borrower or such
Lender, as the case may be, or by the mailing thereof by registered or certified
mail, postage prepaid to the Borrower or such Lender, as the case may be, at
their address referred to in Section 8.2. Nothing in this paragraph shall affect
the right of the Lenders and the Administrative Agent to serve process in any
other manner permitted by law or limit the right of the Lenders or the
Administrative Agent to bring any such action or proceeding against the Borrower
or property in the courts of any other jurisdiction in which property of the
Borrower is located. The Borrower and each Lender hereby irrevocably waives any
objection to the laying of venue of any such suit or proceeding in the above
described courts located or sitting in Illinois.

                 8.9 TABLE OF CONTENTS AND HEADINGS. The table of contents and
the headings of the various subdivisions hereof are for the convenience of
reference only and shall in no way modify any of the terms or provisions hereof.

                 8.10 CONSTRUCTION OF CERTAIN PROVISIONS. If any provision of
this Agreement refers to any action to be taken by any person, or which such
person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such person, whether or not
expressly specified in such provision.

                 8.11 INTEGRATION AND SEVERABILITY. This Agreement embodies the
entire agreement and understanding between the Borrower and the Administrative
Agent and the Lenders, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. In case any one or more of the
obligations of the Borrower under this Agreement, any of the Notes or any
Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining obligations of the
Borrower shall not in any way be affected or impaired thereby, and such
invalidity, illegality or unenforceability in one jurisdiction shall not affect
the validity, legality or enforceability of the obligations of the Borrower
under this Agreement, any of the Notes or any Guaranty in any other
jurisdiction.

                 8.12 INDEPENDENCE OF COVENANTS. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted by any such covenant, the fact that it would be permitted by an
exception to, or would be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or such condition exists.



                                      -48-
<PAGE>   49



                 8.13 INTEREST RATE LIMITATION. Notwithstanding any provisions
of this Agreement, the Notes or any Guaranty, in no event shall the amount of
interest paid or agreed to be paid by the Borrower exceed an amount computed at
the highest rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision of this Agreement, the
Notes or any Guaranty at the time performance of such provision shall be due,
shall involve exceeding the interest rate limitation validly prescribed by law
which a court of competent jurisdiction may deem applicable hereto, then, IPSO
FACTO, the obligations to be fulfilled shall be reduced to an amount computed at
the highest rate of interest permissible under applicable law, and if for any
reason whatsoever the Lender shall ever receive as interest an amount which
would be deemed unlawful under such applicable law such interest shall be
automatically applied to the payment of principal of the Loans outstanding
hereunder (whether or not then due and payable) and not to the payment of
interest, or shall be refunded to the Borrower if such principal and all other
obligations of the Borrower to the Lenders have been paid in full.

                 8.14 INDEBTEDNESS UNDER EXISTING CREDIT AGREEMENT. This
Agreement and the Loans made pursuant to Article II are in substitution for the
Existing Credit Agreement and the loans made under the Existing Credit
Agreement, and the Notes delivered to the Lenders hereunder are delivered in
exchange and in substitution for the notes issued pursuant to the Existing
Credit Agreement. The commitments under the Existing Credit Agreement are
superseded and replaced by the Commitments hereunder. The initials Loans
hereunder shall be used to pay all Indebtedness owing under the notes issued
pursuant to the Existing Credit Agreement.

                 8.15 WAIVER OF JURY TRIAL. The Lenders, the Administrative
Agent and the Borrower, after consulting or having had the opportunity to
consult with counsel, knowingly, voluntarily and intentionally waive any right
any of them may have to a trial by jury in any litigation based upon or arising
out of this Agreement or any related instrument or agreement or any of the
transactions contemplated by this Agreement or any course of conduct, dealing,
statements (whether oral or written) or actions of either of them. None of the
Lenders, the Administrative Agent or the Borrower shall seek to consolidate, by
counterclaim or otherwise, any such action in which a jury trial has been waived
with any other action in which a jury trial cannot be or has not been waived.
These provisions shall not be deemed to have been modified in any respect or
relinquished by any of the Lenders, the Administrative Agent or the Borrower
except by a written instrument executed by all of them.

                [The rest of this page intentionally left blank.]



                                      -49-
<PAGE>   50



                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered on the ___ day of April, 1997, which
shall be the Effective Date of this Agreement, notwithstanding the day and year
first above written.

Address for Notices:                            NATIONAL AUTO CREDIT, INC.

National Auto Credit                            By:
30000 Aurora Road                                  -----------------------------
Solon, Ohio 44139                               Its:
Attention:  General Counsel                         ----------------------------
Telephone No. (216) 349-1000
Facsimile No. (216) 349-0442
Facsimile Confirmation
  Number:  (216) 349-1000                       And:
                                                    ----------------------------
                                                Its:
                                                    ----------------------------


                                      -50-
<PAGE>   51



                                            THE FIRST NATIONAL BANK OF CHICAGO,
                                            as Administrative Agent and as a 
                                            Lender

The First National Bank of Chicago          By:
One First National Plaza, Suite 0084           ---------------------------------
Chicago, Illinois 60670                     Its:
Attention: Craig Goldsmith                      --------------------------------
Telephone No.: (312) 732-2822
Facsimile No.: (312) 732-6222
Facsimile Confirmation
  Number: (312) 732-2822

Commitment Amount:
$10,000,000

Percentage of Total Commitments: 25.641%



                                      -51-
<PAGE>   52




                                             MORGAN GUARANTY TRUST
                                             COMPANY OF NEW YORK, as
                                             Documentation Agent and as a Lender

60 Wall Street                               By:
New York, New York 10260                        --------------------------------
Attention:________________                   Its:
Telephone No.: (212) ___-____                    -------------------------------
Facsimile No.: (212) ____-____
Facsimile Confirmation
  Number: (212) ___-______

Commitment Amount:
$9,000,000

Percentage of Total Commitments: 23.077%



                                      -52-
<PAGE>   53




                                                THE BANK OF NEW YORK

The Bank of New York                            By:
One Wall Street, 22nd Floor                        -----------------------------
New York, New York 10286                        Its:
Attention:    ________________                      ----------------------------
Telephone No.: (212) ___-____
Facsimile No.: (212) ___-____
Facsimile Confirmation
  Number: (212) ___-____

Commitment Amount:
$8,000,000

Percentage of Total Commitments: 20.513%



                                      -53-
<PAGE>   54



                                                FIRST UNION NATIONAL BANK OF
                                                NORTH CAROLINA

One First Union Center                          By:
Charlotte, North Carolina 28207                    -----------------------------
Attention: Mary J. Amatore                      Its:
Telephone No.: (704) 374-2641                       ----------------------------
Facsimile No.: (704) 374-2802
Facsimile Confirmation
  Number: (704) 374-4426

Commitment Amount:
$8,000,000

Percentage of Total Commitments: 20.513%



                                      -54-
<PAGE>   55



                                                THE HUNTINGTON NATIONAL BANK

912 Euclid Avenue                               By:
Cleveland, Ohio                                    -----------------------------
Attention: Christine Gencer                     Its:
Telephone No.: (216) 515-6090                       ----------------------------
Facsimile No.: (216) 515-6082
Facsimile Confirmation
  Number: (216) 515-6090

Commitment Amount:
$4,000,000

Percentage of Total Commitments: 10.256%

Total Commitments
$39,000,000


                                      -55-


<PAGE>   56


                                    EXHIBIT A

                               GUARANTY AGREEMENT
                               ------------------

                               (________________)
                                   


                  THIS GUARANTY AGREEMENT, dated as of April ___, 1997 (this
"Guaranty"), is made by ____________________, a ________ corporation (the
"Guarantor"), in favor of the lenders which are from time to time parties to the
Credit Agreement hereinafter defined (collectively the "Lenders" and each a
"Lender") and The First National Bank of Chicago, a national banking
association, as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders under the Credit Agreement;

                                    RECITALS
                                    --------

                  A. National Auto Credit, Inc., a Delaware corporation (the
"Borrower"), has entered into a Short-Term Credit Agreement, dated as of April
___, 1997 (as amended or modified from time to time, the "Credit Agreement"),
with the Lenders, Morgan Guaranty Trust Company of New York, as documentation
agent for the Lenders under the Credit Agreement, and the Administrative Agent
pursuant to which the Lenders may make Loans to the Borrower.

                  B. As a condition to the effectiveness of the obligations of
the Lenders under the Credit Agreement, the Guarantor is required to guarantee,
among other things, the obligations of the Borrower in respect of the Loans and
other obligations of the Borrower under the Notes and the Credit Agreement.

                  C. The Guarantor has reviewed the Credit Agreement, the Notes,
and all other documents, agreements, instruments and certificates furnished by
or on behalf of the Borrower in connection therewith (all of the foregoing, as
amended or modified from time to time and together with any agreements or
instruments in replacement thereof, being herein collectively referred to as the
"Operative Documents"), and the Guarantor has determined that it is in its
interest and to its financial benefit that the parties to the Operative
Documents enter into the transactions contemplated thereby.

                  For valuable consideration, the receipt of which is hereby
acknowledged and as further consideration, and as an inducement to the Lenders
and the Administrative Agent to maintain the credit facilities established by
the Operative Documents, the Guarantor agrees with the Lenders and the
Administrative Agent as follows:

                  1. GUARANTEE OF OBLIGATIONS. (a) The Guarantor hereby (i)
guarantees to the Lenders the prompt payment of the principal of and any and all
accrued and unpaid interest (including without limitation interest which, but
for the filing of a bankruptcy petition, would have accrued on the principal
amount of the Guaranteed Obligations hereinafter defined) on the Loans, when
due, whether by scheduled maturity, acceleration or otherwise, all in accordance
with the terms of the Notes and the 


<PAGE>   57



Credit Agreement, and any and all other amounts which may be payable by the
Borrower to the Lenders, or any one or more of them, in connection with or
pursuant to any of the Operative Documents, including without limitation default
interest, indemnification payments and all costs and expenses incurred by any
Lender or the Administrative Agent in connection with enforcing any obligations
of the Borrower thereunder, including without limitation the reasonable fees and
disbursements of counsel, including without limitation counsel who are employees
of any Lender or the Administrative Agent, and (ii) agrees to make prompt
payment, on demand, of any and all costs and expenses incurred by the Lenders or
the Administrative Agent in connection with enforcing the obligations of the
Guarantor hereunder, including, without limitation, the reasonable fees and
disbursements of counsel, including without limitation counsel who are employees
of any Lender or the Administrative Agent (all of the foregoing being
collectively referred to as the "Guaranteed Obligations").

                           (a) If for any reason any amount payable under or in
connection with any Operative Document shall not be paid in full when the same
becomes due and payable, the Guarantor undertakes to pay forthwith each such
amount to the Lenders and the Administrative Agent regardless of any defense or
setoff or counterclaim which the Borrower may have or assert, and regardless of
any other condition or contingency.

                           (b) The date and amount of the Loans and of each
payment of principal and interest thereon and other amounts received, and the
aggregate amount thereof shown upon the books and records of the respective
Lenders or the Administrative Agent or upon the schedules attached to the Notes,
and in any certificate delivered by any Lender or the Administrative Agent to
the Guarantor in respect thereof, shall be prima facie evidence of the amount
due, owing and unpaid on the Loans. The failure to record any such information
on such books and records or upon such schedule shall not, however, limit or
otherwise affect the obligations of the Borrower to repay the amount of the
Loans together with accrued interest thereon or the obligations of the Guarantor
hereunder with respect thereto.

                  2. NATURE OF GUARANTY. This Guaranty is an absolute and
unconditional and irrevocable guaranty of payment and not a guaranty of
collection and is wholly independent of and in addition to other rights and
remedies of the Lenders and the Administrative Agent and is not contingent upon
the pursuit by the Lenders or the Administrative Agent of any such rights and
remedies, such pursuit being hereby waived by the Guarantor.

                  3. WAIVERS AND OTHER AGREEMENTS. The Guarantor hereby
unconditionally (a) waives any requirement that the Lenders or the
Administrative Agent, in the event of any default by the Borrower, first make
demand upon, or seek to enforce remedies against, the Borrower before demanding
payment under or seeking to enforce this Guaranty, (b) covenants that this
Guaranty will not be discharged except by complete performance of all
obligations of the Borrower contained in the Operative Documents, (c) agrees
that this Guaranty shall remain in full force and effect without regard 


                               GUARANTY AGREEMENT
                               ------------------


                                      -2-
<PAGE>   58



to, and shall not be affected or impaired, without limitation, by any
invalidity, irregularity or unenforceability in whole or in part of any of the
Operative Documents, or any limitation on the liability of the Borrower
thereunder, or any limitation on the method or terms of payment thereunder which
may now or hereafter be imposed in any manner whatsoever, (d) waives diligence,
presentment and protest with respect to, and any notice of default or dishonor
in the payment of any amount at any time payable by the Borrower under or in
connection with, any of the Operative Documents, and further waives any
requirement of notice of acceptance of, or other formality relating to, this
Guaranty and (e) agrees that the Guaranteed Obligations shall include any
amounts paid by the Borrower which may be required to be returned to the
Borrower, or to its representative or to a trustee, custodian or receiver for
the Borrower.

                  4. OBLIGATIONS ABSOLUTE. The obligations, covenants,
agreements and duties of the Guarantor under this Guaranty shall not be
released, affected or impaired by any of the following whether or not undertaken
with notice to or consent of the Guarantor: (a) any assignment or transfer, in
whole or in part, of the Loans, or any of the Operative Documents, or (b) any
waiver by the Lenders or the Administrative Agent, or by any other person, of
the performance or observance by the Borrower of any of the agreements,
covenants, terms or conditions contained in any of the Operative Documents, or
(c) any indulgence in or the extension of the time for payment by the Borrower
of any amounts payable under or in connection with any of the Operative
Documents, or of the time for performance by the Borrower of any other
obligations under or arising out of any of the Operative Documents, or the
extension or renewal thereof, whether occurring once or more than once, or (d)
the modification, amendment or waiver (whether material or otherwise) of any
duty, agreement or obligation of the Borrower set forth in any of the Operative
Documents (the modification, amendment or waiver from time to time of the Credit
Agreement or the Notes being expressly authorized without further notice to or
consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of the Borrower,
or any receivership, insolvency, bankruptcy, reorganization, or other similar
proceedings affecting the Borrower or any of its assets, or (f) the release of
any security, if any, for the obligations of the Borrower under any of the
Operative Documents, or the impairment of or failure to perfect an interest in
any such security, or (g) the merger or consolidation of the Borrower or the
Guarantor with any other person, or (h) the release or discharge of the Borrower
or the Guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of the Operative Documents by operation of
law, or (i) any other cause whether similar or dissimilar to the foregoing which
would release, affect or impair the obligations, covenants, agreements or duties
of the Guarantor hereunder.

                  5. REPRESENTATIONS AND WARRANTIES. The Guarantor represents
and warrants that (a) the execution, delivery and performance by the Guarantor
of this Guaranty are within its corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, and do not contravene, or constitute a default
under, any provision of applicable law or regulation or of the articles of
incorporation or other charter documents or bylaws of the Guarantor, or of any
agreement, judgment, injunction, order, decree or other 


                               GUARANTY AGREEMENT
                               ------------------

                                      -3-
<PAGE>   59



instrument binding upon the Guarantor or its property; (b) this Guaranty
constitutes a legal, valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors' rights and except that
the remedy of specific performance and injunctive and other forms of equitable
relief are subject to equitable defenses and to the discretion of the court for
which any proceedings may be brought; and (c) as of the date hereof (both before
and after the execution and delivery of this Guaranty), each of the following is
true and correct for the Guarantor: (i) the fair saleable value and the fair
valuation of the Guarantor's property is greater than the total amount of its
liabilities (including contingent liabilities) and greater than the amount that
would be required to pay its probable aggregate liability on its existing debts
as they become absolute and matured, (ii) the Guarantor's capital is not
unreasonably small in relation to its current and/or contemplated business or
other undertaken transactions, and (iii) the Guarantor does not intend to incur,
or believe that it will incur, debt beyond its ability to pay such debts as they
become due.

                  6. AMENDMENTS, ETC. This Guaranty may be amended from time to
time and any provision hereof may be waived by the parties hereto. No such
amendment or waiver of any provision of this Guaranty nor consent to any
departure by the Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders and, to the extent
any rights or duties of the Administrative Agent may be affected, the
Administrative Agent, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

                  7. NOTICES. All notices, demands, requests, consents and other
communications hereunder shall be in writing and shall be delivered or sent to
the Guarantor at the address or number for notices set forth under its name on
the signature page hereof, and to the Lenders and the Administrative Agent at
their respective addresses or numbers for notice set forth in the Credit
Agreement, or to such other address or number as may be designated by the
Guarantor, the Administrative Agent or any Lender by notice to the other parties
hereto. All notices and other communications shall be deemed to have been given
at the earlier of (i) the time of actual delivery thereof to such address or
number, or (ii) if sent by certified or registered mail, postage prepaid, to
such address, on the third day after the date of mailing, if deposited prepaid
with a nationally recognized overnight delivery service guaranteeing next day
delivery to such address, prior to the deadline for next day delivery, on the
Business Day next following such deposit, or if sent by telecopy, upon receipt
of confirmation of delivery to such number by customary means.

                  8. CONDUCT NO WAIVER; REMEDIES CUMULATIVE. The obligations of
the Guarantor under this Guaranty are continuing obligations and a separate and
independent cause of action shall arise in respect of each enforcement hereunder
and default hereunder or under the Credit Agreement. No course of dealing on the
part of any Lender or the Administrative Agent, nor any delay or failure on the
part of any Lender or the Administrative Agent in exercising any right, power or
privilege hereunder shall operate as a waiver of such right, power or privilege
or otherwise prejudice the rights 


                               GUARANTY AGREEMENT
                               ------------------


                                      -4-
<PAGE>   60


and remedies of any of the Lenders or the Administrative Agent hereunder; nor
shall any single or partial exercise thereof preclude any further exercise
thereof or the exercise of any other right, power or privilege. No right or
remedy conferred upon or reserved to the Lenders or the Administrative Agent
under this Guaranty is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to every other
right or remedy given hereunder or now or hereafter existing under any
applicable law. Every right and remedy given by this Guaranty or by applicable
law to the Lenders or the Administrative Agent may be exercised from time to
time and as often as may be deemed expedient by them.

                  9. RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms,
covenants, agreements, representations and warranties of the Guarantor made
herein or in any certificate or other document delivered pursuant hereto shall
be deemed to be material and to have been relied upon by the Lenders and the
Administrative Agent, notwithstanding any investigation heretofore or hereafter
made by any Lender or the Administrative Agent or on its behalf.

                  10. SUCCESSORS AND ASSIGNS. The rights and remedies of the
Lenders and the Administrative Agent hereunder shall inure to the benefit of the
Lenders and the Administrative Agent and their respective successors and
assigns, and the duties and obligations of the Guarantor hereunder shall be
binding upon the Guarantor and its successors and assigns.

                  11. GOVERNING LAW; CONSENT TO JURISDICTION. This Guaranty is a
contract made under, and the rights and obligations of the parties hereunder,
shall be governed by and construed in accordance with, the laws of the State of
Illinois applicable to contracts to be made and to be performed entirely with
such State. The Guarantor further agrees that any legal action or proceeding
brought with respect to this Guaranty or the transactions contemplated hereby
may be brought in any court of the State of Illinois, or any court of the United
States of America sitting in Illinois, and the Guarantor hereby irrevocably
submits to and accepts generally and unconditionally the jurisdiction of those
courts with respect to its person and property.

                  12. DEFINITIONS; HEADINGS. Terms used but not defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement. The
headings of the various subdivisions hereof are for convenience of reference
only and shall in no way modify any of the terms or provisions hereof.

                  13. INTEGRATION; SEVERABILITY; ENFORCEABILITY. This Guaranty
embodies the entire agreement and understanding among the Guarantor, the Lenders
and the Administrative Agent, and supersedes all prior agreements and
understandings, relating to the subject matter hereof. If any one or more
provisions of this Guaranty should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected, impaired, prejudiced or
disturbed thereby. If at any time any portion of the obligations of the
Guarantor under this Guaranty shall be determined by a court of competent
jurisdiction to be invalid, 


                               GUARANTY AGREEMENT
                               ------------------

                                      -5-
<PAGE>   61

unenforceable or avoidable, the remaining portion of the obligations of the
Guarantor under this Guaranty shall not in any way be affected, impaired,
prejudiced or disturbed thereby and shall remain valid and enforceable to the
fullest extent permitted by applicable law. If at any time all or any portion of
the obligation of the Guarantor under this Guaranty would otherwise be
determined by a court of competent jurisdiction to be invalid, unenforceable or
avoidable under Section 548 of the federal Bankruptcy Code or under a similar
applicable law of any jurisdiction, then notwithstanding any other provisions of
this Guaranty to the contrary such obligation or portion thereof of the
Guarantor under this Guaranty shall be limited to the greatest of (i) the value
of any quantifiable economic benefits accruing to the Guarantor as a result of
this Guaranty, (ii) an amount equal to 95% of the excess on the date the
relevant Guaranteed Obligations were incurred of the present fair saleable value
of the assets of the Guarantor over the amount of all liabilities of the
Guarantor, contingent or otherwise, and (iii) the maximum amount for which this
Guaranty is determined to be enforceable.

                  14. REINSTATEMENT. This Guaranty shall remain in full force
and effect and continue to be effective in the event any petition be filed by or
against the Company or the Guarantor for liquidation or reorganization, in the
event the Borrower or the Guarantor becomes insolvent or makes an assignment for
the benefit of creditors or in the event a receiver or trustee be appointed for
all or any significant part of the Borrower's or the Guarantor's assets, and
shall continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Guaranteed Obligations, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by the Administrative Agent or any Lender ,
whether as a "voidable preference", "fraudulent conveyance", or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Guaranteed Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

                  15. SUBROGATION AND CONTRIBUTION. If the Guarantor makes a
payment in respect of the Guaranteed Obligations it shall be subrogated to the
rights of the payee against the Borrower with respect to such payment and shall
have the rights of contribution set forth below against all other Guarantors (as
the term "Guarantors" is defined in the Credit Agreement, which includes all
current Guarantors of the Guaranteed Obligations and any person at any time
becoming a Guarantor of the Guaranteed Obligations), and the Guarantor agrees
that all other Guarantors shall have the rights of contribution against it set
forth below; PROVIDED that the Guarantor shall not enforce its rights to any
payment by way of subrogation or by exercising its right of contribution until
all of the Guaranteed Obligations shall have been paid in full in immediately
available funds and such payment is not subject to any possibility of revocation
or rescission and the Credit Agreement has expired or been terminated. If the
Guarantor makes a payment in respect of the Guaranteed Obligations that is
smaller in proportion to its Payment Share (as hereinafter defined) than such
payments made by the other Guarantors are in proportion to the amounts of their
respective Payment Shares, the Guarantor shall, when permitted by the preceding
sentence, pay to the other Guarantors an amount such that the net payments made
by the Guarantors in respect of the Guaranteed Obligations shall be shared among
the 

                               GUARANTY AGREEMENT
                               ------------------


                                      -6-
<PAGE>   62


Guarantors pro rata in proportion to their respective Payment Shares. If the
Guarantor receives any payment by way of subrogation that is greater in
proportion to the amount of its Payment Share than the payments received by the
other Guarantors are in proportion to the amounts of their respective Payment
Shares, the Guarantor shall, when permitted by the second preceding sentence,
pay to the other Guarantors an amount such that the subrogation payments
received by the Guarantors shall be shared among the Guarantors pro rata in
proportion to their respective Payment Shares. Notwithstanding anything to the
contrary contained in this paragraph or in this Guaranty, the Guarantor shall
have no right of subrogation or contribution whatsoever, whether arising under
this Guaranty or otherwise, and no liability or obligation shall accrue pursuant
to any such rights or shall be paid or shall be deemed owing until all of the
Guaranteed Obligations shall be paid in full in immediately available funds and
not be subject to any possibility of revocation or rescission and the Credit
Agreement has expired or been terminated, and upon any enforcement of this
Guaranty all present and future indebtedness, obligations and liabilities of the
Company to the Guarantor shall be fully junior and subordinate in right and
priority of payment to the Guaranteed Obligations.

                  For purposes of this Guaranty, the "Payment Share" of the
Guarantor and of each of the other Guarantors, respectively, shall be the sum of
(a) the aggregate proceeds of the Guaranteed Obligations received by such
Guarantor (and, if received subject to a repayment obligation, remaining unpaid
on the Determination Date, as hereinafter defined), plus (b) the product of (i)
the aggregate Guaranteed Obligations remaining unpaid on the date such
Guaranteed Obligations become due and payable in full, whether by stated
maturity, acceleration, or otherwise (the "Determination Date") reduced by the
amount of such Guaranteed Obligations attributed to all of the Guarantors
pursuant to clause (a) above, times (ii) a fraction, the numerator of which is
such Guarantor's net worth on the effective date of this Agreement (determined
as of the end of the immediately preceding fiscal reporting period of the
Guarantor), and the denominator of which is the aggregate net worth of all of
the Guarantors, determined for each Guarantor on the respective effective date
of the Guaranty signed by such Guarantor.


                               GUARANTY AGREEMENT
                               ------------------


                                      -7-
<PAGE>   63



                  IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be duly executed, delivered, and effective, as of the ______ day of April, 1997,
which shall be deemed the effective date of this Guaranty.

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

                                         By:
                                             ----------------------------------
                                           Its:
                                               --------------------------------

                                         ADDRESS FOR NOTICES:

                                         3000 Aurora Road
                                         Solon, Ohio 44139
                                         Attention:________________
                                         Telephone No.:(216) 349-1000
                                         Facsimile No.: (216) 349-0442
                                         Facsimile Confirmation
                                         Number: (216) 349-1000





                               GUARANTY AGREEMENT
                               ------------------


                                      -8-


<PAGE>   64


                                    EXHIBIT B

                              REVOLVING CREDIT NOTE
                              ---------------------

$__________                                                     April ____, 1997




                  FOR VALUE RECEIVED, NATIONAL AUTO CREDIT, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
__________________________________ (the "Lender"), at the principal banking
office of the Administrative Agent in lawful money of the United States of
America and in immediately available funds, the principal sum of _____ Million
Dollars ($__________), or such lesser amount as is recorded in the books and
records of the Lender, on the Termination Date; and to pay interest on the
unpaid principal balance hereof from time to time outstanding, in like money and
funds, for the period from the date hereof until the Revolving Credit Loans
evidenced hereby shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement referred to below.

                  The Lender is hereby authorized by the Borrower to record on
its books and records, the date, amount and type of each Loan, the duration of
the related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon and the other information provided for on such
books and records, which books and records shall constitute prima facie evidence
of the information so recorded, PROVIDED, HOWEVER, that any failure by the
Lender to record any such information shall not relieve the Borrower of its
obligation to repay the outstanding principal amount of such Loans, all accrued
interest thereon and any amount payable with respect thereto in accordance with
the terms of this Note and the Credit Agreement.

                  The Borrower and each endorser or guarantor hereof waives
demand, presentment, protest, diligence, notice of dishonor and any other
formality in connection with this Note. Should the indebtedness evidenced by
this Note or any part thereof be collected in any proceeding or be placed in the
hands of attorneys for collection, the Borrower agrees to pay, in addition to
the principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including attorneys' fees and expenses.

                  This Note evidences one or more Revolving Credit Loans made
under a Short-Term Credit Agreement, dated as of April ____, 1997 (the "Credit
Agreement"), by and among the Borrower, the lenders (including the Lender) named
therein, The First National Bank of Chicago, as administrative agent for the
lenders, and Morgan Guaranty Trust Company of New York, as documentation agent
for the lenders, to which reference is hereby made for a statement of the
circumstances under which this Note is subject to prepayment and under which its
due date may be accelerated and for a description of the Guaranties securing
this Note. Capitalized terms used but not defined in this Note shall have the
respective meanings assigned to them in the Credit Agreement.



<PAGE>   65



                  This Note is made under, and shall be governed by and
construed in accordance with, the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State and without giving
effect to choice of law principles of such State.

                                             NATIONAL AUTO CREDIT, INC.

                                             By:
                                                ------------------------------

                                                 Its:
                                                     ---------------------------

                                             And:
                                                 -----------------------------
                                                 Its:
                                                     ---------------------------






                             REVOLVING CREDIT NOTE
                             ---------------------


                                   -2-

<PAGE>   66

                                    EXHIBIT C

                                EXTENSION LETTER
                                ----------------

           The First National Bank of Chicago, as Administrative Agent

                            One First National Plaza

                             Chicago, Illinois 60670

                               ____________, 199__

National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139

         Re:      Short-Term Credit Agreement dated as of April ____, 1997 among
                  National Auto Credit, Inc. (the "Borrower"), the lenders which
                  are signatories thereto (the "Lenders"), The First National
                  Bank of Chicago, as Administrative Agent, and Morgan Guaranty
                  Trust Company of New York, as Documentation Agent, (the
                  "Credit Agreement")

Ladies and Gentlemen:

         You have requested a modification to clause (a)(i) of the definition of
"Termination Date" contained in Section 1.1 of the Credit Agreement. The parties
hereto agree that the definition of Termination Date shall be modified by
deleting the reference in clause (a)(i) therein to "[insert existing Termination
Date]" and inserting "[insert a date 364 days after existing Termination Date]"
in place thereof.

         The Borrower and each Guarantor agree that the Credit Agreement and the
other Loan Documents executed by the Borrower or the Guarantors in connection
with the Credit Agreement in favor of the Agent or any Lender are ratified and
confirmed and shall remain in full force and effect and that it has no set off,
counterclaim or defense with respect to any of the foregoing. This letter may be
executed in any number of counterparts and telecopied signatures shall be valid
and enforceable. This letter shall be effective upon receipt by the Agent of
counterparts hereof duly executed by the Borrower, each Guarantor and each
Lender. All capitalized words used in this Agreement shall have the meanings
ascribed to them in the Credit Agreement.


<PAGE>   67

National Auto Credit, Inc.
Page 2


                                 THE FIRST NATIONAL BANK OF CHICAGO,  as  
                                 Administrative  Agent and as a Lender

                                 By:
                                     ---------------------------------------
                                     Its:
                                         -----------------------------------

                                 MORGAN GUARANTY TRUST COMPANY OF
                                 NEW YORK, as Documentation Agent and as a 
                                 Lender

                                 By:
                                     ---------------------------------------
                                     Its:
                                         -----------------------------------

                                 THE BANK OF NEW YORK

                                 By:
                                     ---------------------------------------
                                     Its:
                                         -----------------------------------

                                 FIRST UNION NATIONAL BANK OF NORTH CAROLINA

                                 By:
                                     ---------------------------------------
                                     Its:
                                         -----------------------------------

                                 THE HUNTINGTON NATIONAL BANK

                                 By:
                                     ---------------------------------------
                                     Its:
                                         -----------------------------------



<PAGE>   68

National Auto Credit, Inc.
Page 3


Agreed and Accepted:

NATIONAL AUTO CREDIT, INC.

By:
    ------------------------------
    Its:
        --------------------------
And:
     -----------------------------
    Its:
        --------------------------

NAC, INC.

By:
    ------------------------------
    Its:
        --------------------------

NAC INVESTMENT CO.

By:
    ------------------------------
    Its:
        --------------------------

<PAGE>   69

                                    EXHIBIT D

                                REQUEST FOR LOAN
                                ----------------

The First National Bank of Chicago,
   as Administrative Agent for the Lenders
One First National Plaza
Chicago, Illinois 60670

Attention:  _____________

                  National Auto Credit, Inc., a Delaware corporation (the
"Borrower") hereby requests an Advance pursuant to Section 2.4 of the Short-Term
Credit Agreement, dated as of April ___, 1997 (as amended or modified from time
to time, the "Credit Agreement"), among the Borrower, the Lenders referenced
therein, Morgan Guaranty Trust Company of New York, as Documentation Agent, and
you, as Administrative Agent for the Lenders.

                  A Loan is requested to be made in the amount of $_________, to
be made on ____________, 199_ and evidenced by the Borrower's Notes. Such Loan
shall be a [insert Eurodollar Rate Loan or Floating Rate Loan] and the initial
Eurodollar Interest Period, if such requested Loan is a Eurodollar Rate Loan,
shall be [insert permitted Eurodollar Interest Period].

                  In support of this request, the Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that:

                  1. The representations and warranties contained in Article IV
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof, and will be true and correct in all material respects on the
date such Loan is made (both before and after such Loan is made), as if such
representations and warranties were made on and as of such dates.

                  2. No Event of Default or Default has occurred and is
continuing or will exist on the date such Loan is made and such Loan shall not
cause an Event of Default or Default.

Acceptance of the proceeds of such Loan by the Borrower shall be deemed to be a
further representation and warranty that the representations and warranties made
herein are true and correct in all material respects at the time such proceeds
are disbursed.


<PAGE>   70

Capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Credit Agreement.

                                    NATIONAL AUTO CREDIT, INC.

                                    By: 
                                        -------------------------------------

                                    Its: 
                                        -------------------------------------



Dated: ________________, 199_


                                REQUEST FOR LOAN
                                ----------------


                                      -2-
<PAGE>   71
                                    EXHIBIT E

                           REQUEST FOR CONTINUATION OR
                           ---------------------------
                               CONVERSION OF LOAN
                               ------------------



                                     [Date]



The First National Bank of Chicago,
  as Administrative Agent for the Lenders
One First National Plaza
Chicago, Illinois 60670

Attention:  _____________


                  National Auto Credit, Inc., a Delaware corporation (the
"Borrower"), hereby requests that $____________ of the principal amount of the
Loan originally made on ____________, 19__, which Loan is currently a [insert
type of Loan], be continued as or converted to, as the case may be, a [insert
type of Loan requested] on ______________, 19__. If such Loan is requested to be
converted to a Eurodollar Rate Loan, the Borrower hereby elects a Eurodollar
Interest Period for such Loan of [insert permitted Eurodollar Interest Period].

                  In support of this request, the Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that:

                  1. The representations and warranties contained in Article IV
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof, and will be true and correct in all material respects on the
date such Loan is [continued][converted] (both before and after such Loan is
[continued][converted]), as if such representations and warranties were made on
and as of such dates.

                  2. No Event of Default or Default has occurred and is
continuing or will exist on the date such Loan is [continued[converted] (whether
before or after such Loan is [continued][converted]).

Acceptance of the proceeds of such [continued][converted] Loan by the Borrower
shall be deemed to be a further representation and warranty that the
representations and warranties made herein are true and correct in all material
respects at the time of such [continuation] [conversion].
<PAGE>   72


                                    EXHIBIT F

                            ASSIGNMENT AND ACCEPTANCE
                            -------------------------



                  Reference is made to the Short-Term Credit Agreement dated as
of April ___, 1997 (the "Credit Agreement") among NATIONAL AUTO CREDIT, INC., a
Delaware corporation (the "Borrower"), the lenders named therein (the
"Lenders"), THE FIRST NATIONAL BANK OF CHICAGO, as administrative agent for the
Lenders (the "Administrative Agent") and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as documentation agent for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule 1
agree as follows:

                  1. The Assignor hereby sells and assigns (without recourse) to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement as of the date hereof equal to the percentage interest specified on
Schedule 1 of all outstanding rights and obligations under the Credit Agreement.
After giving effect to such sale and assignment, the Assignee's Commitments and
the amounts of the Advances owing to the Assignee will be as set forth on
Schedule 1.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Notes held by the
Assignor and requests that the Administrative Agent exchange such Notes for new
Notes payable to the order of the Assignee in an amount equal to the Commitments
assumed by the Assignee pursuant hereto and the Assignor in an amount equal to
the Commitments retained by the Assignor under the Credit Agreement,
respectively, as specified on Schedule 1.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.6 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Administrative
Agent to take such action as Administrative Agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (iv) agrees that it will


<PAGE>   73

perform in accordance with their terms of all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (v) if the Assignee is organized under the laws of a jurisdiction outside
the United States, attaches the forms prescribed by the Internal Revenue Service
of the United States certifying as to the Assignee's status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to the Assignee under the Credit Agreement and the Notes or
such other documents as are necessary to indicate that all such payments are
subject to such taxes at a rate reduced by an applicable tax treaty.

                  4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance and recording by
the Administrative Agent. The effective date for this Assignment and Acceptance
(the "Effective Date") shall be the date of acceptance hereof by the
Administrative Agent, unless otherwise specified on Schedule 1.

                  5. Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to the Assignee. The Assignor
and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

                  7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of Illinois.

                  8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                            ASSIGNMENT AND ACCEPTANCE
                            -------------------------

                                      -2-
<PAGE>   74


                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


                                   [ASSIGNOR]


                                   BY:
                                       ------------------------------------

                                     ITS:
                                         ----------------------------------



                                   [ASSIGNEE]

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


                                   BY:
                                       ------------------------------------

                                     ITS:
                                         ----------------------------------





                            ASSIGNMENT AND ACCEPTANCE
                            -------------------------

                                      -3-

<PAGE>   75
                                    EXHIBIT G

                              ASSUMPTION AGREEMENT
                              --------------------



         Reference is made to the Short-Term Credit Agreement dated as of April
____, 1997 (as now or hereafter amended or modified from time to time, the
"Credit Agreement") among NATIONAL AUTO CREDIT, INC., a Delaware corporation
(the "Borrower"), the Lenders named therein (the "Lenders"), THE FIRST NATIONAL
BANK OF CHICAGO, as administrative agent for the Lenders (the "Administrative
Agent") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as documentation agent
for the Lenders. Terms defined in the Credit Agreement are used herein with the
same meaning.


         1. __________________, a _____________________ ("New Lender") has
decided to become a Lender under the Credit Agreement, with its Commitments,
Percentage of Total Commitments and address for notice as described next to its
signature below. The New Lender (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.6 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms of all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (v) if the New Lender is
organized under the laws of a jurisdiction outside the United States, attaches
the forms prescribed by the Internal Revenue Service of the United States
certifying as to the New Lender's status for purposes of determining exemption
from United States withholding taxes with respect to all payments to be made to
the New Lender under the Credit Agreement and the Notes or such other documents
as are necessary to indicate that all such payments are subject to such taxes at
a rate reduced by an applicable tax treaty.

         1. Following the execution of this Assumption Agreement, it will be
delivered to the Administrative Agent and Borrower for acceptance by the
Administrative Agent and the Borrower and recording by the Administrative Agent.
The effective date for this Assumption Agreement (the "Effective Date") shall be
the date of acceptance hereof by the Administrative Agent and the Borrower.

         2. Upon such acceptance by the Administrative Agent and the Borrower
and recording by the Administrative Agent, as of the Effective Date, the New
Lender shall be a party to the Credit Agreement and, to the extent provided in
this Assumption Agreement, have the rights and obligations of a Lender
thereunder. On the Effective Date, the New Lender shall, in fulfillment of its
obligations as a Lender under the Credit Agreement, fund its share of
outstanding Loans in accordance with its 


                                     
<PAGE>   76


Percentage of Total Commitment by making available such amount to the
Administrative Agent in immediately available funds at the principal office of
the Administrative Agent. The Administrative Agent shall promptly adjust the
balance of outstanding Advances owing to each Lender in accordance with each
Lender's new Percentage of Total Commitment and promptly remit to each Lender
any repayment due such Lender as a result of such adjustment. In the event any
Eurodollar Rate Loans are outstanding on the Effective Date and the repayment of
such Eurodollar Rate Loans prior to the last day of the applicable Eurodollar
Interest Period would result in costs and expenses to any Lender as described in
Section 3.8 of the Credit Agreement, the New Lender shall purchase a
participation interest in any outstanding Eurodollar Rate Loans from each Lender
which would suffer such costs and expenses. The amount of the participation
interest purchased by the New Lender from any Lender under this paragraph shall
be equal to the amount of the repayment such Lender would have received with
respect to such Eurodollar Rate Loan as a result of the adjustment described in
this paragraph.

         3. This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois.

         4. This Assumption Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         5. Upon acceptance and recording by the Administrative Agent, the
Administrative Agent shall notify each Lender and the Borrower of the Percentage
of Total Commitments of each Lender, which shall be binding on all parties.


                                      -2-
<PAGE>   77


         IN WITNESS WHEREOF, the New Lender has caused this Assumption Agreement
to be executed by its officer thereunto duly authorized as of the date specified
thereon.


__________________________            [NEW LENDER]
__________________________
__________________________

Attention: ___________________        By:
Facsimile No. (___) ___-____              ---------------------------------
                                         Its:
                                             ------------------------------

Commitment Amount $___________

Percentage of Total Commitments: ___%

                                      Accepted and Agreed:


                                      THE FIRST NATIONAL BANK OF CHICAGO, as
                Administrative Agent


                                       By:
                                          ---------------------------------
                                          Its:
                                               ----------------------------

                                       NATIONAL AUTO CREDIT, INC.


                                       By:
                                          ---------------------------------
                                          Its:
                                               ----------------------------

                                      -3-
<PAGE>   78
                           LONG-TERM CREDIT AGREEMENT
                           --------------------------


                  THIS LONG-TERM CREDIT AGREEMENT, dated as of April __, 1997
(this "Agreement"), is by and among NATIONAL AUTO CREDIT, INC., a Delaware
corporation (the "Borrower"), the Lenders set forth on the signature pages
hereof (collectively, the "Lenders" and individually, a "Lender"), THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as documentation agent for the Lenders (in
such capacity, the "Documentation Agent").


                                  INTRODUCTION
                                  ------------


                  The Borrower desires to obtain a three-year revolving credit
facility, including loans and letters of credit, in the aggregate principal
amount of $58,500,000, in order to provide funds for its general corporate
purposes and the Lenders are willing to establish such credit facility in favor
of the Borrower on the terms and conditions herein set forth.

                  In consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:


                                   ARTICLE I.

                                   DEFINITIONS
                                   -----------


                  1.1 CERTAIN DEFINITIONS. As used herein the following terms
shall have the following respective meanings:

                  "ADVANCE" shall mean any Loan and any Letter of Credit 
Advance.

                  "AFFILIATE", when used with respect to any person shall mean
any other person which, directly or indirectly, controls or is controlled by or
is under common control with such person. For purposes of this definition
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), with respect to any person, shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting
securities or by contract or otherwise. Notwithstanding the foregoing provisions
of this definition, the term "Affiliate" shall not include Sam J. Frankino,
Chairman of the Board and majority shareholder of the Borrower.

                  "ALTERNATE BASE RATE" shall mean, for any day, the rate of
interest that is equal to the higher of (i) the Corporate Base Rate for such day
and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per
annum.

<PAGE>   79

                  "APPLICABLE MARGIN" shall mean the following margin based upon
the Leverage Ratio as adjusted on the first Business Day immediately following
the date on which the financial statements and compliance certificate required
pursuant to Section 5.1(d) are delivered to the Lenders and shall remain in
effect until the next change to be effected pursuant to this definition, based
upon such ratio for the four consecutive fiscal quarters immediately preceding
such date; PROVIDED, THAT, the Eurodollar Rate shall not be adjusted pursuant to
the Applicable Margin for any outstanding Eurodollar Rate Loan until after the
end of the Eurodollar Interest Period for such Eurodollar Rate Loan:

                                APPLICABLE MARGIN
                                -----------------

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
Leverage Ratio   Floating       Eurodollar       Letter of
                 Rate           Rate Loan        Credit Fee       Facility Fee
                 Loan
--------------------------------------------------------------------------------
<S>              <C>            <C>              <C>              <C>  
I. Less than     0.00%          0.475%           0.475%           0.15%
or equal to
0.15:1.0
--------------------------------------------------------------------------------
II. Greater      0.00%          0.525%           0.525%           0.175%
than
0.15:1.0 but
less than or
equal to
0.30:1.0
--------------------------------------------------------------------------------
III. Greater     0.05%          0.60%            0.60%            0.25%
than 0.30:1.0
but less than
or equal to
0.40:1.0
--------------------------------------------------------------------------------
IV. Greater      0.10%          0.70%            0.70%            0.30%
than 0.40:1.0
--------------------------------------------------------------------------------
</TABLE>


; PROVIDED, HOWEVER, that, if any financial statements referred to above are not
delivered within the time period specified above, then, until the financial
statements are delivered, the Applicable Margin shall be as set forth in Level
IV.

                  "BID-OPTION AUCTION" shall mean a solicitation of Bid-Option
Quotes setting forth Bid-Option Rates pursuant to Section 2.2(b).

                  "BID-OPTION INTEREST PERIOD" shall mean with respect to each
Bid-Option Borrowing, the period commencing on the date of such Borrowing and
ending on the date elected by the Borrower in the applicable Bid-Option Quote
Request, which date shall be not less than 30 days but not more than 180 days
after the date of such Bid-Option Loan; PROVIDED that:

                            (i) any such Interest Period that would otherwise
                  end on a day that is not a Business Day shall be extended to
                  the next succeeding Business day; and

                                      -2-
<PAGE>   80

                            (ii) no such Interest Period that would end after
                  the Termination Date shall be permitted.

                  "BID-OPTION LOAN" shall mean a Loan which is made by a Lender
pursuant to a Bid-Option Auction.

                  "BID-OPTION NOTE" shall mean a promissory note of the Borrower
in substantially the form of Exhibit A hereto evidencing the obligation of the
Borrower to repay Bid-Option Loans, as amended or modified from time to time and
together with any promissory note or notes issued in exchange or replacement
therefor.

                  "BID-OPTION PERCENTAGE" shall mean, with respect to any
Lender, the percentage of the aggregate outstanding principal amount of the
Bid-Option Loans of all the Lenders represented by the outstanding principal
amount of the Bid-Option Loans of such Lender.

                  "BID-OPTION QUOTE" shall mean an offer by a Lender to make a
Bid-Option Loan in accordance with Section 2.2(d).

                  "BID-OPTION QUOTE REQUEST" shall have the meaning ascribed
thereto in Section 2.2(b).

                  "BID-OPTION RATE" shall mean, with respect to any Bid-Option
Loan, the Bid-Option Rate, as defined in Section 2.2(d)(ii)(D), that is offered
for such Loan.

                 "BORROWING" shall mean the aggregation of Advances of the
Lenders to be made to the Borrower, or continuations and conversions of such
Loans, made pursuant to Article II on a single date (and with respect to Fixed
Rate Loans, for a single Interest Period), which Borrowings may be classified
for purposes of this Agreement by reference to the type of Loans comprising the
related Borrowing, e.g., a "Eurodollar Rate Borrowing" is a Borrowing comprised
of Eurodollar Rate Loans.

                 "BUSINESS DAY" shall mean a day other than a Saturday, Sunday
or other day on which banks generally are not open in Chicago or New York for
the conduct of substantially all of their commercial lending activities.

                 "CAPITAL LEASE" of any person shall mean any lease which, in
accordance with Generally Accepted Accounting Principles, is or should be
capitalized on the books of such person.

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

                                      -3-
<PAGE>   81

                 "COMMITMENTS" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Credit Loans and to participate in
Letter of Credit Advances made through the Administrative Agent pursuant to
Section 2.1(b), in amounts not exceeding in aggregate principal amount
outstanding at any time the commitment amount for such Lender set forth next to
the name of such Lender on the signature pages hereof or as subsequently set
forth in any Assignment and Acceptance or Assumption Agreement, as such amounts
may be reduced or modified from time to time pursuant to Section 2.3(a) or
Section 8.6; provided, that the Total Commitments may not exceed $75,000,000.

                 "CONSOLIDATED" or "CONSOLIDATED" shall mean, when used with
reference to any financial term in this Agreement, the aggregate for two or more
persons of the amounts signified by such term for all such persons determined on
a consolidated basis in accordance with Generally Accepted Accounting
Principles.

                 "CONSOLIDATED NET INCOME" means, with reference to any period,
the net income (or loss) of the Borrower and its Subsidiaries for such period
(taken as a cumulative whole), as determined in accordance with GAAP, after
eliminating all offsetting debits and credits between the Borrower and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its
Subsidiaries in accordance with GAAP, provided that there shall be excluded:

                            (a) the income (or loss) of any Person accrued prior
                  to the date it becomes a Subsidiary or is merged into or
                  consolidated with the Borrower or a Subsidiary, and the income
                  (or loss) of any Person, substantially all of the assets of
                  which have been acquired in any manner, realized by such other
                  Person prior to the date of acquisition;

                            (b) the income (or loss) of any Person (other than a
                  Subsidiary) in which the Borrower or any Subsidiary has an
                  ownership interest, except to the extent that any such income
                  has been actually received by the Borrower or such Subsidiary
                  in the form of cash dividends or similar cash distributions;

                            (c) the undistributed earnings of any Subsidiary to
                  the extent that the declaration or payment of dividends or
                  similar distributions by such Subsidiary is not at the time
                  permitted by the terms of its charter or any agreement,
                  instrument, judgment, decree, order, statute, rule or
                  governmental regulation applicable to such Subsidiary;

                            (d) any restoration to income of any contingency
                  reserve, except to the extent that provision for such reserve
                  was made out 

                                      -4-
<PAGE>   82

                  of income accrued during such period;

                            (e) any aggregate net gain (but not any aggregate
                  net loss) during such period arising from the sale,
                  conversion, exchange or other disposition of capital assets
                  (such term to include, without limitation, (i) all non-current
                  assets and, without duplication, (ii) the following, whether
                  or not current: all fixed assets, whether tangible or
                  intangible, all inventory sold in conjunction with the
                  disposition of fixed assets, and all Securities);

                            (f) any gains resulting from any write-up of any
                  assets (but not any loss resulting from any write-down of any
                  assets);

                            (g) any net gain from the collection of the proceeds
                  of life insurance policies;

                            (h)any gain arising from the acquisition of any
                  Security, or the extinguishment, under GAAP, of any
                  Indebtedness, of the Borrower or any Subsidiary;

                            (i) any net income or gain (but not any net loss)
                  during such period from (i) any change in accounting
                  principles in accordance with GAAP, (ii) any prior period
                  adjustments resulting from any change in accounting principles
                  in accordance with GAAP, (iii) any extraordinary items, or
                  (iv) any discontinued operations or the disposition thereof;

                            (j) any deferred credit representing the excess of
                  equity in any Subsidiary at the date of acquisition over the
                  cost of the investment in such Subsidiary;

                            (k) in the case of a successor to the Borrower by
                  consolidation or merger or as a transferee of its assets, any
                  earnings of the successor corporation prior to such
                  consolidation, merger or transfer of assets; and

                            (l) any portion of such net income that cannot be
                  freely converted into Dollars.

                 "CONTINGENT LIABILITIES" of any person shall mean, as of any
date, all obligations of such person or of others for which such person is
contingently liable, as obligor, guarantor, surety or in any other capacity, or
in respect of which obligations such person assures a creditor against loss or
agrees to take any action to prevent any such loss (other than endorsements of
negotiable 


                                   -5-

<PAGE>   83


instruments for collection in the ordinary course of business), including
without limitation all reimbursement obligations of such person in respect of
any letters of credit, surety bonds or similar obligations and all obligations
of such person to advance funds to, or to purchase assets, property or services
from, any other person in order to maintain the financial condition of such
other person.

                 "CONTROLLED GROUP" shall mean a person and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with such person, are treated
as a single employer generally under Section 414(b) or 414(c) of the Code.

                 "CORPORATE BASE RATE" shall mean a rate per annum equal to the
corporate base rate of interest announced by First Chicago from time to time,
changing when and as said corporate base rate changes.

                 "CUMULATIVE NET INCOME" of any person shall mean, as of any
date, the net income (after deduction for income and other taxes of such person,
or its shareholders in the case of a corporation that has elected to be taxed as
a Subchapter S corporation under the Code, determined by reference to income or
profits of such person) for the period commencing on February 1, 1997 through
the end of the most recently completed fiscal quarter of such person (but
without reduction for any net loss incurred for any fiscal quarter during such
period), taken as one accounting period, all as determined in accordance with
Generally Accepted Accounting Principles.

                 "DEFAULT" shall mean any of the events or conditions described
in Section 6.1 which might become an Event of Default with notice or lapse of
time or both.

                 "DISTRIBUTION" means, in respect of any corporation,
association or other business entity:

                 (a) dividends or other distributions or payments on capital
stock or other equity interest of such corporation, association or other
business entity (except distributions in such stock or other equity interest);
and

                 (b) the redemption or acquisition of such stock or other equity
interests or of warrants, rights or other options to purchase such stock or
other equity interests (except when solely in exchange for such stock or other
equity interests) unless made, contemporaneously, from the net proceeds of a
sale of such stock or other equity interests.

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

                 "EFFECTIVE DATE" shall mean the effective date specified in the
final paragraph of this Agreement.


                                      -6-
<PAGE>   84

                 "ELIGIBLE NET INSTALLMENT RECEIVABLES" of any person shall mean
installment notes receivable, net of unearned income, of such person minus those
receivables, net of unearned income, of such person which are: (i) more than 120
days contractually past due; (ii) the subject of any foreclosure proceedings;
(iii) held for repossession or resale by such person; (iv) non-accruing
accounts; (v) the amount of installment notes receivable included in or subject
to any Receivables Program; or (vi) otherwise reasonably deemed ineligible by
the Required Lenders.

                 "ENVIRONMENTAL LAWS" at any date shall mean all provisions of
law, statutes, ordinances, rules, regulations, judgments, writs, injunctions,
decrees, orders, awards and standards promulgated by the government of the
United States of America or any foreign government or by any state, province,
municipality or other political subdivision thereof or therein or by any court,
agency, instrumentality, regulatory authority or commission of any of the
foregoing concerning the protection of, or regulating the discharge of
substances into, the environment.

                 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations thereunder.

                 "ERISA AFFILIATE" shall mean, with respect to any person, any
trade or business (whether or not incorporated) which, together with such person
or any Subsidiary of such person, would be treated as a single employer under
Section 414 of the Code and the regulations promulgated thereunder.

                 "EURODOLLAR BUSINESS DAY" shall mean, with respect to any
Eurodollar Rate Loan, a day which is both a Business Day and a day on which
dealings in Dollar deposits are carried out in the London interbank market.

                 "EURODOLLAR INTEREST PERIOD" shall mean, with respect to any
Eurodollar Rate Loan, the period commencing on the day such Eurodollar Rate Loan
is made or converted to a Eurodollar Rate Loan and ending on the date one, two,
three or six months thereafter, or, if available to all Lenders, four or five
months thereafter, or, on a one-time only basis in connection with the initial
Eurodollar Rate Borrowing made on or about the Effective Date, 30 or a lesser
number of days thereafter acceptable to the Lenders, as the Borrower may elect
under Section 2.5 or 2.8, and each subsequent period commencing on the last day
of the immediately preceding Eurodollar Interest Period and ending on the date
one, two, three or six months thereafter, or, if available to all Lenders, four
or five months thereafter, as the Borrower may elect under Section 2.5 or 2.8,
PROVIDED, however, that (a) any Eurodollar Interest Period which commences on
the last Eurodollar Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Eurodollar Business Day of the appropriate
subsequent calendar month, (b) each Eurodollar Interest Period which would
otherwise end on a day which is not a Eurodollar Business Day shall end on the
next succeeding Eurodollar Business Day or, if such next succeeding Eurodollar
Business Day falls in 


                                      -7-
<PAGE>   85

the next succeeding calendar month, on the next preceding Eurodollar Business
Day, and (c) no Eurodollar Interest Period which would end after the Termination
Date shall be permitted.

                 "EURODOLLAR RATE" shall mean, with respect to any Eurodollar
Rate Loan and the related Eurodollar Interest Period, the per annum rate that is
equal to the sum of:

                           (a) the Applicable Margin,

                           (b) the rate per annum obtained by dividing (i) the
per annum rate determined by the Administrative Agent to be the rate at which
First Chicago offers to place deposits in the London interbank market, at
approximately 11:00 a.m. London time, on the second Eurodollar Business Day
prior to the first day of such Eurodollar Interest Period, in the approximate
amount of First Chicago's relevant Eurodollar Rate Loan and having a maturity
approximately equal to such Eurodollar Interest Period, by (ii) an amount equal
to one minus the stated maximum rate (expressed as a decimal) of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) that is specified on the first day of
such Eurodollar Interest Period by the Board of Governors of the Federal Reserve
System (or any successor agency thereto) for determining the maximum reserve
requirement with respect to eurocurrency funding (currently referred to as
"Eurocurrency liabilities" in Regulation D of such Board) maintained by a member
bank of such System;

all as conclusively determined by the Administrative Agent, such sum to be
rounded up, if necessary, to the nearest whole multiple of one one-sixteenth of
one percent (1/16 of 1%).

                 "EURODOLLAR RATE LOAN" shall mean any Loan which bears interest
at the Eurodollar Rate.

                 "EVENT OF DEFAULT" shall mean any of the events or conditions
described in Section 6.1.

                 "EXISTING CREDIT AGREEMENT" shall mean the Credit Agreement
dated as of June 30, 1995, as amended, among the Borrower, certain affiliates of
the Borrower, the banks named therein and NBD Bank, as agent.

                 "FAIR MARKET VALUE" means at any time and with respect to any
property, the sale value of such property that would be realized in an
arm's-length sale at such time between an informed and willing buyer and an
informed and willing seller (neither being under a compulsion to buy or sell).

                 "FEDERAL FUNDS RATE" shall mean the per annum rate that is
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank 


                                      -8-
<PAGE>   86

of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. Chicago
time on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion, all as conclusively determined by
the Administrative Agent, such sum to be rounded up, if necessary, to the
nearest whole multiple of one sixteenth of one percent (1/16 of 1%), which
Federal Funds Rate shall change simultaneously with any change in such announced
rates.

                 "FIRST CHICAGO" shall mean The First National Bank of Chicago
in its individual capacity, and its successors.

                 "FIXED CHARGES" means, with respect to any period, the sum of
(a) Interest Charges for such period and (b) Lease Rentals for such period. For
purposes of this definition, "Interest Charges" means, with respect to any
period, the sum (without duplication) of the following (in each case,
eliminating all offsetting debits and credits between the Borrower and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its
Subsidiaries in accordance with Generally Accepted Accounting Principles: (a)
all interest in respect of Indebtedness of the Borrower and its Subsidiaries
(including imputed interest on Capital Leases) deducted in determining
Consolidated Operating Net Income for such period, together with all interest
capitalized or deferred during such period and not deducted in determining
Consolidated Operating Net Income for such period, and (b) all debt discount and
expense amortized or required to be amortized in the determination of
Consolidated Operating Net Income for such period. For purposes of this
definition, "Lease Rentals" means, with respect to any period, the sum of the
rental and other obligations required to be paid during such period by the
Borrower or any Subsidiary as lessee under all leases of real or personal
property (other than Capital Leases), excluding any amounts required to be paid
by the lessee (whether or not therein designated as rental or additional rental
) on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges, provided that, if at the date of determination, any
such rental or other obligations (or portion thereof) are contingent or not
otherwise definitely determinable by the terms of the related lease, the amount
of such obligations (or such portion thereof) (i) shall be assumed to be equal
to the amount of such obligations for the period of 12 consecutive calendar
months immediately preceding the date of determination or (ii) if the related
lease was not in effect during such preceding 12 month period, shall be the
amount estimated by a chief financial officer, controller or treasurer of the
Borrower on a reasonable basis and in good faith.

                 "FIXED RATE LOAN" shall mean any Eurodollar Rate Loan or
Bid-Option Loan.

                 "FLOATING RATE" shall mean the per annum rate equal to the sum
of (a) the Applicable Margin plus (b) the Alternate Base Rate in effect from
time to time, which Floating Rate shall change simultaneously with any change in
such Alternate Base Rate.

                 "FLOATING RATE LOAN" shall mean any Loan which bears interest
at the Floating Rate.

                                      -9-
<PAGE>   87


                 "FUNDED INDEBTEDNESS" of any person shall mean, as of any date,
all Indebtedness of such person, other than Subordinated Indebtedness.

                 "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" shall mean
Generally Accepted Accounting Principles applied on a basis consistent with that
reflected in the financial statements referred to in Section 4.6.

                 "GUARANTY" shall mean any Guaranty entered into by any
Guarantor for the benefit of the Administrative Agent and the Lenders pursuant
to this Agreement in substantially the form of Exhibit B hereto, as amended or
modified from time to time.

                 "GUARANTORS" shall mean NAC, Inc., NAC Investment Co. and any
other person entering into a Guaranty from time to time.

                 "HAZARDOUS MATERIALS" includes, without limitation, any
flammable explosives, radioactive materials, hazardous materials, hazardous
wastes, hazardous or toxic substances or related materials defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Sections 9601, ET SEQ.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sections 1801, ET SEQ.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, ET SEQ.) and
in the regulations adopted and publications promulgated pursuant thereto, or any
other federal, state or local government law, ordinance, rule or regulation.

                 "INDEBTEDNESS" of any person shall mean, as of any date, (a)
all obligations of such person for borrowed money, (b) all obligations of such
person as lessee under any Capital Lease, (c) all obligations which are secured
by any Lien existing on any asset or property of such person whether or not the
obligation secured thereby shall have been assumed by such person, (d) the
unpaid purchase price for goods, property or services acquired by such person,
except for trade accounts payable arising in the ordinary course of business
that are not past due, (e) all obligations of such person to purchase goods,
property or services where payment therefor is required regardless of whether
delivery of such goods or property or the performance of such services is ever
made or tendered (generally referred to as "take or pay contracts"), (f) all
liabilities of such person in respect of Unfunded Benefit Liabilities under any
plan of such person or of any member of a Controlled Group of which such person
is a member, (g) all obligations of such person in respect of any interest rate
or currency swap, rate cap or other similar transaction (valued in an amount
equal to the highest termination payment, if any, that would be payable by such
person upon termination for any reason on the date of determination), and (h)
all obligations of others similar in character to those described in clauses (a)
through (g) of this definition for which such person is contingently liable, as
obligor, guarantor, surety or in any other capacity, or in respect of which
obligations such person assures a creditor against loss or agrees to take any
action to prevent any such loss (other than endorsements of negotiable
instruments for collection in the ordinary course of business), including
without limitation all reimbursement obligations of such


                                      -10-
<PAGE>   88

person in respect of letters of credit, surety bonds or similar obligations and
all obligations of such person to advance funds to, or to purchase assets,
property or services from, any other person in order to maintain the financial
condition of such other person.

                 "INTEREST PAYMENT DATE" shall mean (a) with respect to any
Fixed Rate Loan, the last day of each Interest Period with respect to such Fixed
Rate Loan, and, in the case of any Interest Period exceeding three months, those
days that occur during such Interest Period at intervals of three months after
the first day of such Interest Period, and (b) in all other cases, the last
Business Day of each January, April, July and October occurring after the date
hereof, commencing with the first such Business Day occurring after the date of
this Agreement.

                 "INTEREST PERIOD" shall mean any Eurodollar Interest Period or
Bid-Option Interest Period.

                 "INVESTMENT" means any investment, made in cash or by delivery
of property, by the Borrower or any of its Subsidiaries (i) in any Person,
whether by acquisition of stock, Indebtedness or other obligation or Security,
or by loan, guaranty, advance, capital contribution or otherwise, or (ii) or in
any property.

                  "INVITATION FOR BID-OPTION QUOTES" shall mean an invitation
for Bid-Option Quotes in the form referred to in Section 2.2(c).

                  "LENDER OBLIGATIONS" shall mean all indebtedness, obligations
and liabilities, whether now owing or hereafter arising, direct or indirect,
contingent or otherwise, of the Borrower to the Administrative Agent or any
Lender pursuant to the Loan Documents.

                  "LETTER OF CREDIT" shall mean a standby letter of credit
having a stated expiry date not later than the fifth Business Day before the
Termination Date, issued by the Administrative Agent on behalf of the Lenders
for the account of the Borrower under an application and related documentation
acceptable to the Administrative Agent requiring, among other things, immediate
reimbursement by the Borrower to the Administrative Agent in respect of all
drafts or other demand for payment honored thereunder and all expenses paid or
incurred by the Administrative Agent relative thereto.

                  "LETTER OF CREDIT ADVANCE" shall mean any issuance of a Letter
of Credit under Section 2.5 made pursuant to Section 2.1 in which each Lender
acquires a pro rata risk participation (based on such Lender's Commitment)
pursuant to Section 2.5(e).

                  "LETTER OF CREDIT DOCUMENTS" shall have the meaning set forth
in Section 3.3(b)(i).

                  "LEVERAGE RATIO" of any person shall mean the ratio of (a)
Funded Indebtedness of such person to (b) Eligible Net Installment Receivables
of such person.



                                      -11-
<PAGE>   89


                  "LIEN" shall mean any pledge, assignment, hypothecation,
mortgage, security interest, deposit arrangement, option, conditional sale or
title retaining contract, sale and leaseback transaction, financing statement
filing, lessor's or lessee's interest under any lease, subordination of any
claim or right, or any other type of lien, charge, encumbrance, preferential
arrangement or other claim or right.

                 "LOAN" shall mean any Revolving Credit Loan, any Swing Line
Loan and any Bid-Option Loan. Any such Loan or portion thereof may also be
denominated as a Floating Rate Loan or a Fixed Rate Loan and such Floating Rate
Loans and Fixed Rate Loans are referred to herein as "types" of Loans.

                 "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the
Letter of Credit Documents, the Guaranties and any other agreement, instrument
or document executed at any time in connection with this Agreement.

                 "MULTIEMPLOYER PLAN" shall mean any "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

                 "NET CASH PROCEEDS" shall mean without duplication in
connection with any issuance or sale of any equity securities or debt securities
or instruments or the incurrence of loans, the cash proceeds received from such
issuance or incurrence, net of investment banking fees, reasonable and
documented attorneys' fees, accountants' fees, underwriting discounts and
commissions and other reasonable and customary fees and expenses actually
incurred in connection therewith.

                 "NET INCOME AVAILABLE FOR FIXED CHARGES" means, with respect to
any period, Consolidated Net Income for such period plus all amounts deducted in
the computation thereof on account of (a) Fixed Charges during such period and
(b) taxes imposed on or measured by income or excess profits of the Borrower and
its Subsidiaries during such period.

                 "NOTES" shall mean the Bid-Option Notes and the Revolving
Credit Notes; "NOTE" shall mean any Bid-Option Note or any Revolving Credit
Note.

                 "NOTICE OF BID-OPTION LOAN" shall have the meaning set forth in
Section 2.2(f).

                 "OVERDUE RATE" shall mean (a) in respect of principal of
Floating Rate Loans, a rate per annum that is equal to the sum of two percent
(2%) per annum plus the Floating Rate, (b) in respect of principal of Fixed Rate
Loans, a rate per annum that is equal to the sum of two percent (2%) per annum
plus the per annum rate in effect thereon until the end of the then current
Interest Period for such Loan and, thereafter, a rate per annum that is equal to
the sum of two percent (2%) per annum plus the Floating Rate, and (c) in respect
of other amounts payable by the Borrower hereunder (other than interest), a per
annum rate that is equal to the sum of two percent (2%) per annum plus the
Floating Rate.

                                      -12-
<PAGE>   90

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

                 "PERCENTAGE OF TOTAL COMMITMENTS" shall mean, with respect to
each Lender, the amount set forth in the signature page next to the name of such
Lender or as subsequently set forth in any Assignment and Acceptance or
Assumption Agreement.

                 "PERMITTED LIENS" shall mean Liens permitted by Section 5.2(e)
hereof.

                 "PERSON" or "PERSON" shall include an individual, a
corporation, an association, a partnership, a trust or estate, a joint stock
company, an unincorporated organization, a joint venture, a trade or business
(whether or not incorporated), a government (foreign or domestic) and any agency
or political subdivision thereof, or any other entity.

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

                 "PRIVATE PLACEMENT DEBT" shall mean the debt issued by the
Borrower pursuant to the Private Placement Debt Documents in an aggregate
principal amount not to exceed Forty-Five Million Dollars ($45,000,000).

                 "PRIVATE PLACEMENT DEBT DOCUMENTS" shall mean that certain
National Auto Credit, Inc. Note Purchase Agreement dated as of April ___, 1997
(7.66% Senior Notes due April __, 2004), together with any and all other
documents, instruments and certificates executed and delivered pursuant thereto,
as the same may be amended from time to time and any and all other documents
executed in exchange therefor or replacement or renewal thereof.

                 "PROHIBITED TRANSACTION" shall mean any transaction involving
any Plan which is proscribed by Section 406 of ERISA or Section 4975 of the
Code.

                 "REPORTABLE EVENT" shall mean a reportable event as described
in Section 4043(b) of ERISA including those events as to which the thirty (30)
day notice period is waived under Part 2615 of the regulations promulgated by
the PBGC under ERISA.

                 "REQUIRED BANKS" shall mean Lenders holding not less than
sixty-seven percent (67%) of the aggregate Commitments or, if the Commitments
have been terminated, Lenders in the aggregate holding not less than sixty-seven
percent (67%) of the aggregate unpaid principal amount of the outstanding
Advances.

                                      -13-
<PAGE>   91

                 "RESTRICTED INVESTMENTS" means all Investments except the
following:

                 (a) property to be used in the ordinary course of business of
the Borrower and its Subsidiaries;

                 (b) current assets arising from the sale of goods and services
in the ordinary course of business of the Borrower and its Subsidiaries;

                 (c) Investments in one or more Subsidiaries or any Person that
concurrently with such Investments becomes a Subsidiary;

                 (d) Investments existing on the date of the Effective Date and
disclosed in Schedule 5.2(h);

                 (e) Investments in United States Governmental Securities,
provided that such obligations mature within 365 days from the date of
acquisition thereof;

                 (f) Investments in certificates of deposit or Eurodollar
certificates of deposit (other than Eurodollar certificates of deposit issued in
Italy or France) or banker's acceptances issued by an Acceptable Bank, provided
that such obligations mature within 365 days from the date of acquisition
thereof;

                 (g) Investments in commercial paper issued by a corporation
organized under the laws of the United States of America or any State thereof
rated A-1 by S&P or P-1 by Moody's and maturing not more than 270 days from the
date of creation thereof; and

                 (h) Investments in Repurchase Agreements.

As of any date of determination, each Restricted Investment shall be valued at
the greater of:

                 (x) the amount at which such Restricted Investment is shown on
the books of the Borrower or any of its Subsidiaries (or zero if such Restricted
Investment is not shown on any such books); and

                 (y) either

                           (i) in the case of any guaranty of the obligation of
                 any Person, the amount which the Borrower or any of its
                 Subsidiaries has paid on account of such obligation less any
                 recoupment by the Borrower or such Subsidiary of any such
                 payments, or

                           (ii) in the case of any other Restricted Investment,
                 the excess of (x) the greater of (A) the amount originally
                 entered on the books of the Borrower or any of its Subsidiaries
                 with respect thereto and (B) the cost thereof to the Borrower
                 or its Subsidiary over (y) any return of capital (after income
                 taxes applicable thereto) 


                                      -14-
<PAGE>   92

                 upon such Restricted Investment through the sale or other
                 liquidation thereof or part thereof or otherwise.

As used in this definition of "Restricted Investments":

                 "Acceptable Bank" means any bank or trust company (i) which is
         organized under the laws of the United States of America or any State
         thereof, (ii) which has capital, surplus and undivided profits
         aggregating at least $500,000,000 (or $1,000,000,000 in the case of an
         Acceptable Bank issuing a Eurodollar certificate of deposit), and (iii)
         whose long-term unsecured debt obligations (or the long-term unsecured
         debt obligations of the bank holding company owning all of the capital
         stock of such bank or trust company) shall have been given a rating of
         "A" or better by S&P, "A2" or better by Moody's.

                 "Acceptable Broker-Dealer" means any Person other than a
         natural person (i) which is registered as a broker or dealer pursuant
         to the Exchange Act and (ii) whose long-term unsecured debt obligations
         shall have been given a rating of "A" or better by S&P, "A2" or better
         by Moody's.

                 "Moody's" means Moody's Investors Service, Inc.

                 "Repurchase Agreement" means any written agreement

                 (a) that provides for (i) the transfer of one or more United
         States Governmental Securities in an aggregate principal amount at
         least equal to the amount of the Transfer Price (defined below) to the
         Borrower or any of its Subsidiaries from an Acceptable Bank or an
         Acceptable Broker-Dealer against a transfer of funds (the "Transfer
         Price") by the Borrower or such Subsidiary to such Acceptable Bank or
         acceptable Broker-Dealer, and (ii) a simultaneous agreement by the
         Borrower or such Subsidiary, in connection with such transfer of funds,
         to transfer to such Acceptable Bank or Acceptable Broker-Dealer the
         same or substantially similar United States Governmental Securities for
         a price not less than the Transfer Price plus a reasonable return
         thereon at a date certain not later than 30 days after such transfer of
         funds,

                 (b) in respect of which the Borrower or such Subsidiary shall
         have the right, whether by contract or pursuant to applicable law, to
         liquidate such agreement upon the occurrence of any default thereunder,
         and

                 (c) in connection with which the Borrower or such Subsidiary,
         or an agent thereof, shall have taken all action, if any, required by
         applicable law or regulations to perfect a Lien in such United States
         Governmental Securities.

                 "S&P" means Standard & Poor's Ratings Group, a division of
         McGraw Hill, Inc.

                 "RESTRICTED PAYMENTS" means

                                      -15-
<PAGE>   93

                 (a) any Distribution in respect of the Borrower or any
         Subsidiary of the Borrower (other than on account of capital stock or
         other equity interests of a Subsidiary of the Borrower owned legally
         and beneficially by the Borrower or another Subsidiary of the
         Borrower), including, without limitation, any Distribution resulting in
         the acquisition by the Borrower of Securities which would constitute
         treasury stock, and

                 (b) any payment, repayment, redemption, retirement, repurchase
         or other acquisition, direct or indirect, by the Borrower or any
         Subsidiary of, on account of, or in respect of, the principal of any
         Subordinated Indebtedness (or any installment thereof) prior to the
         regularly scheduled maturity date thereof (as in effect on the date
         such Subordinated Indebtedness was originally incurred).

For purposes of this Agreement, the amount of any Restricted Payment made in
property shall be the greater of (x) the Fair Market Value of such property (as
determined in good faith by the board of directors (or equivalent governing
body) of the Person making such Restricted Payment) and (y) the net book value
thereof on the books of such Person, in each case determined as of the date on
which such Restricted Payment is made.


                 "REVOLVING CREDIT ADVANCE" shall mean any Revolving Credit Loan
and any Letter of Credit Advance.

                 "REVOLVING CREDIT LOAN" shall mean any borrowing under Section
2.5 evidenced by the Revolving Credit Note and made pursuant to Section 2.1(a).

                 "REVOLVING CREDIT NOTE" shall mean any promissory note of the
Borrower evidencing one or more Revolving Credit Loans, in substantially the
form annexed hereto as Exhibit C, as amended or modified from time to time and
together with any promissory note or notes issued in exchange or replacement
therefor.

                 "SECURITY" has the meaning given such term in Section (2)1 of
the Securities Act.

                 "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                 "SHORT-TERM CREDIT AGREEMENT" shall mean the Short-Term Credit
Agreement dated as of the date hereof among the Borrower, the Lenders, the
Administrative Agent and the Documentation Agent, as amended, modified,
extended, restated or supplemented from time to time.

                 "SUBORDINATED INDEBTEDNESS" of any person shall mean any
Indebtedness of such person the payment of which is subordinated to payment of
the Lender Obligations to the written satisfaction of the Required Lenders.

                 "SUBSIDIARY" of any person shall mean any other person (whether
now existing or 


                                      -16-
<PAGE>   94

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

                 "SWING LINE FACILITY" shall have the meaning specified in
Section 2.1(b).

                  "SWING LINE LOAN" shall mean any borrowing under Section
2.1(b) evidenced by a Swing Line Note.

                  "SWING LINE NOTE" means the promissory note of the Borrower
payable to the order of the Administrative Agent, in substantially the form
annexed hereto as Exhibit D, as amended or modified from time to time and
together with any promissory note or notes issued in exchange or replacement
therefor.

                  "TANGIBLE NET WORTH" of any person shall mean, as of any date,
the excess of (a) Total Assets over (b) Total Liabilities, excluding minority
interests of such person, mandatory redeemable shares of such person and the net
book value of all items of the following character which are included in the
assets of such person: (i) goodwill, including without limitation, the excess of
cost over book value of any asset, (ii) organization or experimental expenses,
(iii) unamortized debt discount and expense, (iv) patents, trademarks, trade
names and copyrights, (v) franchises, licenses and permits, and, (vi) other
assets which are deemed intangible assets under Generally Accepted Accounting
Principles.

                 "TERMINATION DATE" shall mean the earlier to occur of (a) April
__, 2000 and (b) the date on which the Commitments shall be terminated pursuant
to Section 2.3(a) or 6.2.

                 "TOTAL ASSETS" and "TOTAL LIABILITIES" of any person shall
mean, as of any date, all obligations which, in accordance with Generally
Accepted Accounting Principles, are or should be classified as assets or
liabilities, as the case may be, on a balance sheet of such person.

                 "TOTAL CAPITALIZATION" of any person shall mean, as of any
date, the sum of (a) Tangible Net Worth of such person plus (b) Indebtedness of
such person.

                 "TOTAL COMMITMENTS" shall mean the aggregate amount of
Commitments of all Lenders as set forth on the last signature page of this
Agreement, as reduced or modified from time to time pursuant to Section 2.3(a)
or 8.6, PROVIDED, THAT, the Total Commitments may not exceed $75,000,000.

                 "UNFUNDED BENEFIT LIABILITIES" shall mean, with respect to any
Plan as of any date, 


                                      -17-
<PAGE>   95

the amount of the unfunded benefit liabilities determined in accordance with
Section 4001(a)(18) of ERISA.

                 "UNITED STATES GOVERNMENTAL SECURITY" means any direct
obligation of, or obligation fully guaranteed by, the United States of America,
or any agency controlled or supervised by or acting as an instrumentality of the
United States of America pursuant to authority granted by the Congress of the
United States of America, so long as such obligation or guarantee shall have the
benefit of the full faith and credit of the United States of America which shall
have been pledged pursuant to authority granted by the Congress of the United
States of America.

                 1.2 OTHER DEFINITIONS; RULES OF CONSTRUCTION. As used herein,
the terms "Administrative Agent", "Lenders", "Borrower" and "this Agreement"
shall have the respective meanings ascribed thereto in the introductory
paragraph of this Agreement. Such terms, together with the other terms defined
in Section 1.1, shall include both the singular and the plural forms thereof and
shall be construed accordingly. All computations required hereunder and all
financial terms used herein shall be made or construed in accordance with
Generally Accepted Accounting Principles unless such principles are inconsistent
with the express requirements of this Agreement. Use of the terms "herein",
"hereof", and "hereunder" shall be deemed references to this Agreement in its
entirety and not to the Section or clause in which such term appears. References
to "Sections" and "subsections" shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically provided.


                                   ARTICLE II.

                        THE COMMITMENTS AND THE ADVANCES
                        --------------------------------


                 2.1 COMMITMENT OF THE LENDERS.

                 (a) REVOLVING CREDIT ADVANCES. Each Lender agrees, for itself
only, subject to the terms and conditions of this Agreement, to make Revolving
Credit Loans to the Borrower pursuant to Section 2.5 and to participate in
Letter of Credit Advances to the Borrower pursuant to Section 2.5, from time to
time from and including the Effective Date to but excluding the Termination
Date, not to exceed in aggregate principal amount at any time outstanding the
amount of its respective Commitment as of the date any such Advance is made.

                  (b) SWING LINE LOAN. (i) The Borrower may request the
Administrative Agent to make, and the Administrative Agent may, in its sole
discretion provided that the requirements of Sections 2.6 and 2.7 are complied
with by the Borrower at the time of such request, make, Swing Line Loans to the
Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in an aggregate principal amount not
to exceed at any date the lesser of (A) $5,000,000 (the "Swing Line Facility")
and (B) the 


                                      -18-
<PAGE>   96

aggregate of the unused portions of the Commitments of the Lenders as of such
date. The Administrative Agent may make Swing Line Loans (provided that the
Administrative Agent has received a request in writing from the Borrower no
later than 1:00 p.m. Chicago time) on the Business Day on which such Swing Line
Loan is requested to be made. Each Swing Line Loan shall be payable on demand
and shall bear interest at the Floating Rate. Each Lender's Commitment shall be
deemed utilized by an amount equal to such Lender's pro rata share (based on
such Lender's Commitment) of each Swing Line Loan for purposes of determining
the amount of Revolving Credit Advances required to be made by such Lender.
Within the limits of the Swing Line Facility, so long as the Administrative
Agent, in its sole discretion, elects to make Swing Line Loans, the Borrower may
borrow and reborrow under this Section 2.1(b)(i).

                           (ii) The Administrative Agent may at any time in its
sole and absolute discretion require that any Swing Line Loan be refunded by a
Revolving Credit Loan which is a Floating Rate Loan, and upon notice thereof by
the Administrative Agent to the Borrower and the Lenders, the Borrower shall be
deemed to have requested a Revolving Credit Loan bearing interest at the
Floating Rate in an amount equal to the amount of any such Swing Line Loan, and
such Revolving Credit Loan shall be made to refund such Swing Line Loan. Each
Lender shall be absolutely and unconditionally obligated (except as set forth in
the first paragraph of Section 2.1(b)(i)) to fund its pro rata share (based on
such Lender's Commitment) of such Revolving Credit Loan and such obligation
shall not be affected by any circumstance, including, without limitation, (i)
any set-off, counterclaim, recoupment, defense or other right which such Lender
or the Borrower or any of its Subsidiaries may have against the Administrative
Agent, the Borrower or any of its Subsidiaries or anyone else for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default; (iii) any adverse change in the condition (financial or otherwise) of
the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by
the Borrower or any of its Subsidiaries or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing (including the Borrower's failure to satisfy any conditions
contained in Article II or any other provision of this Agreement).

                 (c) LIMITATION ON AMOUNT OF ADVANCES. Notwithstanding anything
in this Agreement to the contrary, the aggregate principal amount of the
Advances (including such Lender's pro rata share of any outstanding Swing Line
Loans or Letters of Credit) made by any Lender at any time outstanding shall not
exceed the amount of its respective Commitment as of the date any such Advance
is made, PROVIDED, HOWEVER, that the aggregate principal amount of Letter of
Credit Advances outstanding at any time shall not exceed $5,000,000.

                 2.2 BID-OPTION LOANS.

                 (a) THE BID-OPTION. From the Effective Date to but excluding
the Termination Date, the Borrower may, as set forth in this Section 2.2,
request the Lenders to make offers to make Bid-Option Loans to the Borrower.
Each Lender may, but shall have no obligation to, make such offers and the
Borrower may, but shall have no obligation to, accept any 


                                      -19-
<PAGE>   97

such offers, in the manner set forth in this Section 2.2; furthermore, each
Lender may limit the aggregate amount of Bid-Option Loans when quoting rates for
more than one Bid-Option Interest Period in any Bid-Option Quote, provided that
such limitation shall not be less than the minimum amounts required hereunder
for Bid-Option Loans and the Borrower may choose among the Bid-Option Loans if
such limitation is imposed; PROVIDED, that the aggregate outstanding principal
amount of Bid-Option Loans shall not at any time exceed the excess of (i) the
aggregate amount of the Commitments over (ii) the sum of the aggregate
outstanding principal amount of Advances.

                 (b) BID-OPTION QUOTE REQUEST. When the Borrower wishes to
request offers to make Bid-Option Loans under this Section 2.2, it shall
transmit to the Administrative Agent by telex or telecopy a Bid-Option Quote
Request substantially in the form of Exhibit E hereto so as to be received no
later than 9:00 a.m. Chicago time on the Business Day next preceding the date of
the Loan proposed therein specifying:

                     (A) the proposed date of the Bid-Option Loan, which shall
be a Business Day;

                     (B) the aggregate amount of such Bid-Option Loan, which
shall be a minimum of $3,000,000 or a larger multiple of $500,000; and

                     (C) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period.

The Borrower may request offers to make Bid-Option Loans for more than one
Bid-Option Interest Period in a single Bid-Option Quote Request.

                 (c) INVITATION FOR BID-OPTION QUOTES. Promptly upon receipt of
a Bid-Option Quote Request, the Administrative Agent shall send to the Lenders
by telecopy (or telephone promptly confirmed by telecopy) an Invitation for
Bid-Option Quotes substantially in the form of Exhibit F hereto, which shall
constitute an invitation by the Borrower to each Lender to submit Bid-Option
Quotes offering to make the Bid-Option Loans to which such Bid-Option Quote
Request relates in accordance with this Section 2.2.

                 (d) SUBMISSION AND CONTENTS OF BID-OPTION QUOTES. (i) Each
Lender may submit a Bid-Option Quote containing an offer or offers to make
Bid-Option Loans in response to any Invitation for Bid-Option Quotes. Each
Bid-Option Quote must comply with the requirements of this subsection (d) and
must be submitted to the Administrative Agent by telecopy (or by telephone
promptly confirmed by telecopy) at its office referred to in Section 8.2 not
later than 1:00 p.m. Chicago time on the Business Day preceding the proposed
date of the Borrowing; provided that Bid-Option Quotes submitted by the
Administrative Agent (or any Affiliate of the Administrative Agent) in the
capacity of a Lender may be submitted, and may only be submitted, if the
Administrative Agent or such Affiliate notifies the Borrower of the terms of the
offer or offers contained therein not later than 11:00 a.m. Chicago time on the
Business Day 


                                      -20-
<PAGE>   98

preceding the proposed date of such Borrowing. Subject to Article VI, any
Bid-Option Quote so made shall be irrevocable except with the written consent of
the Administrative Agent given on the instructions of the Borrower.

                                    (ii) Each Bid-Option Quote shall be in
substantially the form of Exhibit G hereto, but may be submitted to the
Administrative Agent by telephone with prompt confirmation by delivery to the
Administrative Agent of such written Bid-Option Quote, and shall in any case
specify:

                                            (A) the proposed date of the
Borrowing;

                                            (B) the principal amount of the
Bid-Option Loan for which each such offer is being made, which principal amount
(x) must be in a minimum of $3,000,000 or a larger multiple of $500,000, and (y)
may not exceed the principal amount of the Bid-Option Loans for which offers
were requested;

                                            (C) the Interest Period(s) for which
each such Bid-Option Rate is offered;

                                            (D) the rate of interest per annum
(rounded to the nearest 1/16 of 1%) (the "Bid-Option Rate") offered for each
such Bid-Option Loan;

                                            (E) the identity of the quoting
Lender.

                                    (iii) Any Bid-Option Quote shall be
disregarded if it:

                                            (A) is not substantially in the form
of Exhibit G hereto (or is not submitted by telephone to the Administrative
Agent with prompt written confirmation to follow) or does not specify all of the
information required by clause (ii) of this subsection (d);

                                            (B) contains qualifying, conditional
or similar language;

                                            (C) proposes terms other than or in
addition to those set forth in the applicable Invitation for Bid-Option Quotes;
or

                                            (D) arrives after the time set forth
in Section 2.2(d)(i);

provided that a Bid-Option Quote shall not be disregarded pursuant to clause (B)
or (C) above solely because it contains an indication that an allocation that
might otherwise be made to it pursuant to Section 2.2(g) would be unacceptable.
The Administrative Agent shall notify the Borrower of any disregarded Bid-Option
Quote.

                 (e) NOTICE TO BORROWER. The Administrative Agent shall promptly


                                      -21-
<PAGE>   99

notify the Borrower of the terms of any Bid-Option Quote submitted by a Lender
that is in accordance with Section 2.2(d). Any Bid-Option Quote not made in
accordance with Section 2.2(d) shall be disregarded by the Administrative Agent.
The Administrative Agent's notice to the Borrower shall specify (i) the
aggregate principal amount of Bid-Option Loans for which offers have been
received for each Bid-Option Interest Period specified in the related Bid-Option
Quote Request, and (ii) the respective principal amounts and respective
Bid-Option Rates so offered.

                 (f) ACCEPTANCE AND NOTICE BY BORROWER. Not later than 9:00 a.m.
Chicago time on the proposed date of a Borrowing, the Borrower shall notify the
Administrative Agent of the Borrower's acceptance or non-acceptance of the
offers so notified to it pursuant to subsection (e) of this Section and the
Administrative Agent shall, promptly upon receiving such notice from the
Borrower, notify each Lender whose Bid-Option Quote has been accepted. In the
case of acceptance, such notice (a "Notice of Bid-Option Loan") shall specify
the aggregate principal amount of offers for the applicable Interest Period(s)
that have been accepted. The Borrower may accept any Bid-Option Quote in whole
or in part; provided that:

                                    (i) the aggregate principal amount of each
Bid-Option Loan may not exceed the applicable amount set forth in the related
Bid-Option Quote Request for the applicable Bid-Option Interest Period;

                                    (ii) the principal amount of each Bid-Option
Loan must be $3,000,000 or a larger multiple of $500,000;

                                    (iii) acceptance of offers may only be made
on the basis of ascending Bid-Option Rates; and

                                    (iv) the Borrower may not accept any offer
that is described in Section 2.2(d)(iii) or that otherwise fails to comply with
the requirements of this Agreement.

                  (g) ALLOCATION BY ADMINISTRATIVE AGENT. If offers are made by
two or more Lenders with the same Bid-Option Rates for a greater aggregate
principal amount than the amount in respect of which offers are accepted for the
related Interest Period, the principal amount of Bid-Option Loans in respect of
which such offers are accepted shall be allocated by the Administrative Agent
among such Lenders as nearly as possible (in such multiples, not greater than
$100,000, as the Administrative Agent may deem appropriate) in proportion to the
aggregate principal amount of such offers. Determinations by the Administrative
Agent of the amounts of Bid-Option Loans shall be conclusive in the absence of
manifest error.

                 2.3 TERMINATION AND REDUCTION OF COMMITMENTS. (a) The Borrower
shall have the right to terminate or reduce the Commitments at any time and from
time to time at its option, PROVIDED that (a) the Borrower shall give not less
than five (5) days prior notice of such termination or reduction to the
Administrative Agent (with sufficient executed copies for each Lender)
specifying the amount and effective date thereof, (b) each partial reduction of
the 


                                      -22-
<PAGE>   100

Commitments shall be in a minimum amount of $5,000,000 and in an integral
multiple of $1,000,000 and shall reduce the Commitments of all of the Lenders
proportionately in accordance with the respective commitment amounts for each
such Lender set forth on the signature pages hereof next to the name of each
such Lender, (c) no such termination or reduction shall be permitted with
respect to any portion of the Commitments as to which a request for a Borrowing
pursuant to Section 2.5 is then pending, and (d) the Commitments may not be
terminated if any Advances are then outstanding and may not be reduced below the
principal amount of Advances then outstanding. The Commitments or any portion
thereof terminated or reduced pursuant to this Section 2.3(a), whether optional
or mandatory, may not be reinstated.

                 (b) For purposes of this Agreement, a Letter of Credit Advance
(i) shall be deemed outstanding in an amount equal to the sum of the maximum
amount available to be drawn under the related Letter of Credit on or after the
date of determination and on or before the stated expiry date thereof plus the
amount of any draws under such Letter of Credit that have not been reimbursed as
provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and
before such stated expiry date or such earlier date on which all amounts
available to be drawn under such Letter of Credit have been fully drawn, and
thereafter until all related reimbursement obligations have been paid pursuant
to Section 3.3. As provided in Section 3.3, upon each payment made by the
Administrative Agent in respect of any draft or other demand for payment under
any Letter of Credit, the amount of any Letter of Credit Advance outstanding
immediately prior to such payment shall be automatically reduced by the amount
of each Revolving Credit Loan deemed advanced in respect of the related
reimbursement obligation of the Borrower.

                 2.4 FEES. (a) The Borrower agrees to pay to the Administrative
Agent, for the benefit of the Lenders, a facility fee on the entire amount of
the Commitments, for the period from the Effective Date to but excluding the
Termination Date, at a per annum rate equal to the respective Applicable Margin.
Accrued facility fees shall be payable quarterly in arrears on the last Business
Day of each April, July, October and January, commencing on the first such
Business Day occurring after the date of this Agreement and on the Termination
Date.

                 (b) On or before the date of issuance of any Letter of Credit,
the Borrower agrees (i) to pay to the Lenders a fee computed at the Applicable
Margin of the maximum amount available to be drawn from time to time under such
Letter of Credit for the period from and including the date of issuance of such
Letter of Credit to and including the stated expiry date of such Letter of
Credit, and (ii) to pay an additional fee to the Administrative Agent for its
own account computed at the rate of one-quarter of one percent (1/4 of 1%) per
annum of such maximum amount for such period. Such fees are nonrefundable and
the Borrower shall not be entitled to any rebate of any portion thereof if such
Letter of Credit does not remain outstanding through its stated expiry date or
for any other reason. The Borrower further agrees to pay to the Administrative
Agent, on demand, such other customary administrative fees, charges and expenses
of the Administrative Agent in respect of the issuance, negotiation, acceptance,
amendment, transfer and payment of such Letter of Credit or otherwise payable
pursuant to the application and related documentation under which such Letter of
Credit is issued.

                                      -23-
<PAGE>   101

                  (c) The Borrower agrees to pay to the Administrative Agent an
agency fee for its services as Administrative Agent under this Agreement in such
amounts as are mutually agreed upon by the Borrower and the Administrative
Agent.

                  2.5 DISBURSEMENT OF LOANS. (a) Except with respect to Swing
Line Loans and Bid-Option Loans, the Borrower shall give the Administrative
Agent notice of its request for each Borrowing in substantially the form of
Exhibit H hereto not later than 10:00 a.m. Chicago time (i) three Eurodollar
Business Days prior to the date such Borrowing is requested to be made if such
Borrowing is to be made as a Eurodollar Rate Borrowing, (ii) three Business Days
prior to the date any Letter of Credit Advance is requested to be made, and
(iii) on the date such Borrowing is requested to be made if such Borrowing is to
be made as a Floating Rate Borrowing, which notice shall specify whether a
Eurodollar Rate Borrowing, Floating Rate Borrowing or Letter of Credit Advance
is requested and, in the case of each requested Eurodollar Rate Borrowing, the
Eurodollar Interest Period to be initially applicable to such Borrowing. The
Administrative Agent, by 1:00 p.m. Chicago time, on the same day such notice is
given, shall provide notice of such requested Borrowing to each Lender. Subject
to the terms and conditions of this Agreement, the proceeds of each such
requested Borrowing shall be made available to the Borrower in immediately
available funds. Subject to the terms and conditions of this Agreement, the
Administrative Agent shall, on the date any Letter of Credit Advance is
requested to be made, issue the related Letter of Credit on behalf of the Banks
for the account of the Borrower requesting such Letter of Credit.
Notwithstanding anything herein to the contrary, the Administrative Agent may
decline to issue any requested Letter of Credit on the basis that the
beneficiary, the purpose of issuance or the terms or the conditions of drawing
are unacceptable to it in its discretion.

                  (b) Each Lender, on the date any Borrowing is requested to be
made, shall make its pro rata share of such Borrowing available in immediately
available funds at the principal office of the Administrative Agent for
disbursement to the Borrower requesting such Loan. Unless the Administrative
Agent shall have received notice from any Lender prior to the date such
Borrowing is requested to be made under this Section 2.5 that such Lender will
not make available to the Administrative Agent such Lender's pro rata portion of
such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date such Borrowing is
requested to be made in accordance with this Section 2.5. If and to the extent
such Lender shall not have so made such pro rata portion `available to the
Administrative Agent, the Administrative Agent may (but shall not be obligated
to) make such amount available to the Borrower requesting such Loan, and such
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day
from the date such amount is made available to the Borrower by the
Administrative Agent until the date such amount is repaid to the Administrative
Agent, at a rate per annum, if paid by the Borrower, equal to the interest rate
applicable to such Borrowing during such period, and if paid by such Lender,
equal to the Federal Funds Rate. If such Lender shall pay such amount to the
Administrative Agent together with interest, such 


                                      -24-
<PAGE>   102

amount so paid shall constitute a Loan by such Lender as a part of such related
Borrowing for purposes of this Agreement. The failure of any Lender to make its
pro rata portion of any such Borrowing available to the Administrative Agent
shall not relieve any other Lender of its obligations to make available its pro
rata portion of such Borrowing on the date such Borrowing is requested to be
made, but no Lender shall be responsible for failure of any other Lender to make
such pro rata portion available to the Administrative Agent on the date of any
such Borrowing.

                  (c) All Loans made under this Section 2.5 shall be evidenced
by the Notes and all such Loans shall be due and payable and bear interest as
provided in Article III. Each Lender is hereby authorized by the Borrower to
record on its books and records, the date, amount and type of each Loan and the
duration of the related Interest Period (if applicable), the amount of each
payment or prepayment of principal thereon, and the other information provided
for on such books and records, which books and records shall constitute prima
facie evidence of the information so recorded, PROVIDED, HOWEVER, that failure
of any Lender to record, or any error in recording, any such information shall
not relieve the Borrower of its obligation to repay the outstanding principal
amount of the Loans, all accrued interest thereon and other amounts payable with
respect thereto in accordance with the terms of the Notes and this Agreement.
Subject to the terms and conditions of this Agreement, the Borrower may borrow
Loans under this Section 2.5, prepay Loans pursuant to Section 3.1 and reborrow
Loans under this Section 2.5.

                  (d) All Bid-Option Loans shall be disbursed directly by the
Lender making such Bid-Option Loan to the Borrower by 1:30 p.m. Chicago time on
the date such Bid-Option Loan is requested to be made via wire transfer in
immediately available funds to The First National Bank of Chicago, One First
National Plaza, Chicago, Illinois 60670, ABA Number 071-000-013, Attention:
Marilyn Fisher: Reference: National Auto Credit, Inc. Bid-Option, confirm to
Marilyn Fisher, Facsimile No. (312) 732-3246 or as otherwise directed by the
Borrower.

                  (e) Nothing in this Agreement shall be construed to require or
authorize any Lender to issue any Letter of Credit, it being recognized that the
Administrative Agent has the sole obligation under this Agreement to issue
Letters of Credit on behalf of the Lenders, and the Commitment of each Lender
with respect to Letter of Credit Advances is expressly conditioned upon the
Administrative Agent's performance of such obligations. Upon such issuance by
the Administrative Agent, each Lender shall automatically acquire a pro rata
risk participation interest in such Letter of Credit Advance based on the amount
of its respective Commitment. If the Administrative Agent shall honor a draft or
other demand for payment presented or made under any Letter of Credit, the
Administrative Agent shall provide notice thereof to each Lender on the date
such draft or demand is honored unless the Borrower shall have satisfied its
reimbursement obligation by payment to the Administrative Agent on such date.
Each Lender, on such date, shall make its pro rata share of the amount paid by
the Administrative Agent available in immediately available funds at the
principal office of the Administrative Agent for the account of the
Administrative Agent. If and to the extent such Lender shall not have made such
pro rata portion available to the Administrative Agent, such Lender and the
Borrowers severally agree to pay to 


                                      -25-
<PAGE>   103

the Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date such amount was paid by the Administrative
Agent until such amount is so made available to the Administrative Agent at a
per annum rate equal to the Federal Funds Rate. If such Lender shall pay such
amount to the Administrative Agent together with such interest, such amount so
paid shall constitute a Revolving Credit Loan by such Lender as part of the
Revolving Credit Borrowing disbursed in respect of the reimbursement obligation
of the Borrower for purposes of this Agreement. The failure of any Lender to
make its pro rata portion of any such amount paid by the Administrative Agent
available to the Administrative Agent shall not relieve any other Lender of its
obligation to make available its pro rata portion of such amount, but no Lender
shall be responsible for failure of any other Lender to make such pro rata
portion available to the Administrative Agent.

                 2.6 CONDITIONS FOR FIRST DISBURSEMENT. The obligation of the
Lenders to make the first Advance hereunder is subject to receipt by each Lender
and the Administrative Agent of the following documents and completion of the
following matters, in form and substance satisfactory to each Lender and the
Administrative Agent:

                           (a) CHARTER DOCUMENTS. Certificates of recent date of
the appropriate authority or official of the Borrower's and each Guarantor's
respective state of incorporation listing all charter documents of the Borrower
and each Guarantor, respectively, on file in that office and certifying as to
the good standing and corporate existence of the Borrower and each Guarantor,
respectively, together with copies of such charter documents of the Borrower and
each Guarantor, certified as of a recent date by such authority or official and
certified as true and correct as of the Effective Date by a duly authorized
officer of the Borrower and each Guarantor, respectively;

                           (b) BY-LAWS AND CORPORATE AUTHORIZATIONS. Copies of
the by-laws of the Borrower and the Guarantor together with all authorizing
resolutions and evidence of other corporate action taken by the Borrower and
each Guarantor to authorize the execution, delivery and performance by the
Borrower and each Guarantor of this Agreement, the Notes and the Guaranty to
which the Borrower and each Guarantor, respectively, is a party and the
consummation by the Borrower and each Guarantor, respectively of the
transactions contemplated hereby, certified as true and correct as of the
Effective Date by a duly authorized officer of the Borrower and each Guarantor,
respectively;

                           (c) INCUMBENCY CERTIFICATE. Certificates of
incumbency of the Borrower and each Guarantor containing, and attesting to the
genuineness of, the signatures of those officers authorized to act on behalf of
the Borrower and each Guarantor in connection with this Agreement, the Notes and
the Guaranty to which the Borrower or each Guarantor is a party and the
consummation by the Borrower and each Guarantor of the transactions contemplated
hereby, certified as true and correct as of the Effective Date by a duly
authorized officer of the Borrower and each Guarantor, respectively;

                                      -26-
<PAGE>   104

                           (d) NOTES. The Notes duly executed on behalf of
Borrower for each Lender;

                           (e) GUARANTIES. The Guaranties, duly executed on
behalf of the Guarantors;

                           (f) LEGAL OPINIONS. The favorable written opinion of
counsel for the Borrower and the Guarantors (which counsel may be an employee of
the Borrower or the Guarantors), with respect to each of the matters set forth
in Article IV (other than Sections 4.6, 4.7, 4.11, and 4.12), and as to such
other matters as the Lenders or the Administrative Agent may reasonably request;

                           (g) CONSENTS, APPROVALS, ETC. Copies of all
governmental and nongovernmental consents, approvals, authorizations,
declarations, registrations or filings, if any, required on the part of the
Borrower or any Guarantor in connection with the execution, delivery and
performance of this Agreement, the Notes, any Guaranty or the transactions
contemplated hereby or as a condition to the legality, validity or
enforceability of this Agreement, the Notes or any Guaranty, certified as true
and correct and in full force and effect as of the Effective Date by a duly
authorized officer of the Borrower or, if none are required, a certificate of
such officer to that effect;

                           (h) PRIVATE PLACEMENT DEBT. Evidence satisfactory to
the Administrative Agent and the Lenders that the Borrower has incurred Private
Placement Debt in an amount not less than $45,000,000 in accordance with the
Private Placement Debt Documents and on terms and conditions satisfactory to the
Administrative Agent and the Lenders, all Private Placement Debt Documents shall
have been delivered to the Administrative Agent and the Lenders and approved by
the Administrative Agent and the Lenders and all transactions contemplated
pursuant to the Private Placement Debt Documents shall have been completed; and

                           (i) RELEASE OF SIGNATURES FROM ESCROW. Written
authorization from the Borrower and each Lender to release from escrow its
respective signatures to this Agreement and all other Loan Documents, which were
delivered to the Administrative Agent in escrow.

                 2.7 FURTHER CONDITIONS FOR DISBURSEMENT. The obligation of the
Lenders to make any Advance (including the first Advance), or any continuation
or conversion under Section 2.8, and the obligation and/or right of the
Administrative Agent to make any Swing Line Loan or issue any Letter of Credit,
is further subject to the satisfaction of the following conditions precedent:

                           (a) The representations and warranties contained in
Article IV hereof and in the Guaranty shall be true and correct on and as of the
date such Advance is made (both before and after such Advance is made) as if
such representations and warranties were made on and as of such date;

                                      -27-
<PAGE>   105

                           (b) No Default or Event of Default shall exist or
shall have occurred and be continuing on the date such Advance is made (whether
before or after such Advance is made);

                           (c) No material adverse change in the business,
financial condition, or prospects of the Borrower or any Guarantor shall have
occurred; and

                           (d) In the case of any Letter of Credit Advance, the
Borrower shall have delivered to the Administrative Agent an application for the
related Letter of Credit and other related documentation requested by and
acceptable to the Administrative Agent appropriately completed and duly executed
on behalf of the Borrower.

The Borrower shall be deemed to have made a representation and warranty to the
Lenders at the time of the making of, and the continuation or conversion of,
each Advance to the effects set forth in clauses (a), (b) and (c) of this
Section 2.7. For purposes of this Section 2.7, the representations and
warranties contained in Section 4.6 hereof shall be deemed made with respect to
both the financial statements referred to therein and the most recent financial
statements delivered pursuant to Section 5.1(d)(ii) and (iii).

                 2.8 SUBSEQUENT ELECTIONS AS TO BORROWINGS. The Borrower may
elect (a) to continue a Eurodollar Rate Borrowing, or a portion thereof, as a
Eurodollar Rate Borrowing, or (b) may elect to convert a Eurodollar Rate
Borrowing, or a portion thereof, to a Floating Rate Borrowing, or (c) elect to
convert a Floating Rate Borrowing, or a portion thereof, to a Eurodollar Rate
Borrowing, in each case by giving notice thereof to the Administrative Agent
(with sufficient executed copies for each Lender) in substantially the form of
Exhibit I hereto not later than 10:00 a.m. Chicago time (i) three Eurodollar
Business Days prior to the date any such continuation of or conversion to a
Eurodollar Rate Borrowing is to be effective, (ii) the date such continuation or
conversion is to be effective in all other cases, PROVIDED that an outstanding
Eurodollar Rate Borrowing may only be converted on the last day of the then
current Eurodollar Interest Period with respect to such Borrowing, and PROVIDED,
FURTHER, if a continuation of a Borrowing as, or a conversion of a Borrowing to,
a Eurodollar Rate Borrowing is requested, such notice shall also specify the
Eurodollar Interest Period to be applicable thereto upon such continuation or
conversion. The Administrative Agent, on the day such notice is given in the
event of an election to convert or continue a Floating Rate Borrowing, and not
later than the Business Day next succeeding the day such notice is given in all
other cases, shall provide notice of such election to the Lenders. If the
Borrower shall not timely deliver such a notice with respect to any outstanding
Eurodollar Rate Borrowing, the Borrower shall be deemed to have elected to
convert such Eurodollar Rate Borrowing to a Floating Rate Borrowing on the last
day of the then current Eurodollar Interest Period with respect to such
Borrowing.

                 2.9 LIMITATION OF REQUESTS AND ELECTIONS. Notwithstanding any
other provision of this Agreement to the contrary, if, upon receiving a request
for a Eurodollar Rate Borrowing 

                                      -28-
<PAGE>   106

pursuant to Section 2.5, or a request for a continuation of a Eurodollar Rate
Borrowing as a Eurodollar Rate Borrowing, or a request for a conversion of a
Floating Rate Borrowing to a Eurodollar Rate Borrowing pursuant to Section 2.8,
(a) in the case of any Eurodollar Rate Borrowing, deposits in Dollars for
periods comparable to the Eurodollar Interest Period elected by the Borrower are
not available to any Lender in the relevant interbank secondary market, or (b)
the Eurodollar Rate, will not adequately and fairly reflect the cost to any
Lender of making, funding or maintaining the related Eurodollar Rate Loan, or
(c) by reason of national or international financial, political or economic
conditions or by reason of any applicable law, treaty, rule or regulation
(whether domestic or foreign) now or hereafter in effect, or the interpretation
or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Lender with any
guideline, request or directive of such authority (whether or not having the
force of law), including without limitation exchange controls, it is
impracticable, unlawful or impossible for any Lender (i) to make or fund the
relevant Eurodollar Rate Borrowing, or (ii) to continue such Eurodollar Rate
Borrowing as a Eurodollar Rate Loan, or (iii) to convert a Loan to a Eurodollar
Rate Loan, then the Borrower shall not be entitled, so long as such
circumstances continue, to request a Eurodollar Rate Borrowing pursuant to
Section 2.5 or a continuation of or conversion to a Eurodollar Rate Borrowing of
the affected type pursuant to Section 2.8. In the event that such circumstances
no longer exist, the Lenders shall again consider requests for Eurodollar Rate
Borrowings of the affected type pursuant to Section 2.5, and requests for
continuations of and conversions to Eurodollar Rate Borrowings of the affected
type pursuant to Section 2.8.

                 2.10 MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS.
Except for (a) Borrowings and conversions thereof which exhaust the entire
remaining amount of the Commitments, and (b) conversions or payments required
pursuant to Section 3.8, and (c) Swing Line Loans, each Borrowing and each
continuation or conversion pursuant to Section 2.8 and each prepayment thereof
shall be in a minimum amount of $3,000,000 and in an integral multiple of
$500,000. Each Swing Line Loan shall be in a minimum amount of $500,000 and in
an integral multiple of $100,000. The aggregate number of Eurodollar Rate
Borrowings outstanding at any one time under this Agreement (together with those
outstanding under the Short-Term Credit Agreement) may not exceed ten.

                 2.11 GUARANTIES. To secure the payment when due of the Notes
and all other obligations of the Borrower under this Agreement to the Lenders
and the Administrative Agent, the Borrower shall cause to be executed and
delivered to the Lenders and the Administrative Agent the Guaranty of each
Guarantor.

                                  ARTICLE III.

                            PAYMENTS AND PREPAYMENTS
                            ------------------------


                 3.1 PRINCIPAL PAYMENTS. (a) Unless earlier payment is required
under this 

                                      -29-
<PAGE>   107

Agreement, the Borrower shall pay to the Lenders on the Termination Date the
entire outstanding principal amount of the Loans.

                 (b) The Borrower may at any time and from time to time prepay
all or a portion of the Loans without premium or penalty, provided that (i) the
Borrower may not prepay any portion of any Loan as to which an election for
continuation of or conversion to a Fixed Rate Loan is pending pursuant to
Section 2.8, and (ii) unless earlier payment is required under this Agreement,
any Fixed Rate Loan may only be prepaid on the last day of the then current
Fixed Interest Period with respect to such Loan.

                 3.2 INTEREST PAYMENTS. The Borrower shall pay interest to the
Lenders on the unpaid principal amount of each Loan, for the period commencing
on the date such Loan is made until such Loan is paid in full, on each Interest
Payment Date and at maturity (whether at stated maturity, by acceleration or
otherwise), and thereafter on demand, at the following rates per annum:

                 (a) With respect to Revolving Credit Loans:

                           (i) During such periods that such Loan is a Floating
Rate Loan, the Floating Rate.

                           (ii) During such periods that such Loan is a
Eurodollar Rate Loan, the Eurodollar Rate applicable to such Loan for each
related Eurodollar Interest Period.

                  (b) With respect to Bid-Option Loans, the Bid-Option Rate 
quoted for such Loan by the Lender making such Loan.

                  (c) With respect to the Swing Line Loans, the Floating Rate.

Notwithstanding the foregoing paragraphs (a) through (c), the Borrower shall pay
interest on demand at the Overdue Rate on the outstanding principal amount of
any Loan and any other amount payable by the Borrower hereunder (other than
interest) which is not paid in full when due (whether at stated maturity, by
acceleration or otherwise) for the period commencing on the due date thereof
until the same is paid in full.

                 3.3       LETTER OF CREDIT REIMBURSEMENT PAYMENTS.

                           (a)  (i) The Borrower agrees to pay to the Lenders,
on the day on which the Administrative Agent shall honor a draft or other demand
for payment presented or made under any Letter of Credit, an amount equal to the
amount paid by the Administrative Agent in respect of such draft or other demand
under such Letter of Credit and all expenses paid or incurred by the
Administrative Agent relative thereto. Unless the Borrower shall have made such
payment to the Lenders on such day, upon each such payment by the Administrative
Agent, the

                                      -30-
<PAGE>   108

Administrative Agent shall be deemed to have disbursed to the Borrower, and the
Borrower shall be deemed to have elected to satisfy its reimbursement obligation
by, a Revolving Credit Loan bearing interest at the Floating Rate for the
account of the Lenders in an amount equal to the amount so paid by the
Administrative Agent in respect of such draft or other demand under such Letter
of Credit. Such Revolving Credit Loan shall be disbursed notwithstanding any
failure to satisfy any conditions for disbursement of any Loan set forth in
Article II hereof and, to the extent of the Revolving Credit Loan so disbursed,
the reimbursement obligation of the Borrower under this Section 3.3 shall be
deemed satisfied; PROVIDED, HOWEVER, that nothing in this Section 3.3 shall be
deemed to constitute a waiver of any Default or Event of Default caused by the
failure of any conditions for disbursement or otherwise.

                                   (ii) If,  for any  reason  (including  
without limitation as a result of the occurrence of an Event of Default with
respect to the Borrower pursuant to Section 6.1(h)), Floating Rate Loans may not
be made by the Lenders as described in Section 3.3(a)(i), then (A) the Borrower
agrees that each reimbursement amount not paid pursuant to the first sentence of
Section 3.3(a)(i) shall bear interest, payable on demand by the Administrative
Agent, at the interest rate then applicable to Floating Rate Loans, and (B)
effective on the date each such Floating Rate Loan would otherwise have been
made, each Lender severally agrees that it shall unconditionally and
irrevocably, without regard to the occurrence of any Default or Event of
Default, in lieu of deemed disbursement of loans, to the extent of such Lender's
Commitment, purchase a participating interest in each reimbursement amount. Each
Lender will immediately transfer to the Administrative Agent, in same day funds,
the amount of its participation. Each Lender shall share on a pro rata basis
(calculated by reference to its Commitment) in any interest which accrues
thereon and in all repayments thereof. If and to the extent that any Lender
shall not have so made the amount of such participating interest available to
the Administrative Agent, such Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by the Administrative Agent until
the date such amount is paid to the Administrative Agent, at (x) in the case of
the Borrower, the interest rate then applicable to Floating Rate Loans and (y)
in the case of such Lender, the Federal Funds Rate.

                  (b) The reimbursement obligation of the Borrower under this
Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in
full force and effect until all obligations of the Borrower to the Lenders
hereunder shall have been satisfied, and such obligations of the Borrower shall
not be affected, modified or impaired upon the happening of any event, including
without limitation, any of the following, whether or not with notice to, or the
consent of, the Borrower:

                           (i)      Any lack of validity or enforceability
of any Letter of Credit or any documentation relating to any Letter of Credit or
to any transaction related in any way to such Letter of Credit (the "Letter of
Credit Documents");

                           (ii)     Any amendment, modification, waiver, 
consent, or any 

                                      -31-
<PAGE>   109

substitution, exchange or release of or failure to perfect any
interest in collateral or security, with respect to any of the Letter of Credit
Documents;

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

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

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

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

                           (vii)    Any other  event or  circumstance  that 
would, in the absence of this clause, result in the release or discharge by
operation of law or otherwise of the Borrower from the performance or observance
of any obligation, covenant or agreement contained in this Section 3.3.

         No setoff, counterclaim, reduction or diminution of any obligation or
any defense of any kind or nature which the Borrower has or may have against the
beneficiary of any Letter of Credit shall be available hereunder to the Borrower
against the Administrative Agent or any Lender. Nothing in this Section 3.3
shall limit the liability, if any, of the Lenders to the Borrower pursuant to
Section 8.5.

                 3.4 PAYMENT METHOD. (a) All payments to be made by the Borrower
hereunder will be made in Dollars and in immediately available funds to the
Administrative Agent for the account of the Lenders at its address referred to
in Section 8.2 not later than 2:00 p.m. Chicago time on the date on which such
payment shall become due. Payments received after 2:00 p.m. Chicago time shall
be deemed to be payments made prior to 2:00 p.m. Chicago time on the next
succeeding Business Day. The Borrower hereby authorizes the Administrative Agent
to charge 

                                      -32-
<PAGE>   110

its account with the Administrative Agent in order to cause timely payment of
amounts due hereunder to be made (subject to sufficient funds being available in
such account for that purpose).

                           (b)       At the time of making each such payment,  
the Borrower shall, subject to the other terms and conditions of this Agreement,
specify to the Administrative Agent that Loan or other obligation of the
Borrower hereunder to which such payment is to be applied. In the event that the
Borrower fails to so specify the relevant obligation or if an Event of Default
shall have occurred and be continuing, the Administrative Agent may apply such
payments as it may determine in its sole discretion.

                           (c)       On the day such payments are deemed 
received, the Administrative Agent shall remit to the Lenders their pro rata
shares of such payments in immediately available funds, made by wire transfer,
(i) in the case of payments of principal and interest on any Borrowing,
determined with respect to each such Lender by the ratio which the outstanding
principal balance of its Loan included in such Borrowing bears to the
outstanding principal balance of the Loans of all of the Lenders included in
such Borrowing and (ii) in the case of fees paid pursuant to Section 2.4 and
other amounts payable hereunder (other than the Administrative Agent's fees
payable pursuant to Section 2.4(c) and amounts payable to the Administrative
Agent or any Lender under Section 2.4(b), 3.7 or 3.9) determined with respect to
each such Lender by the ratio which the relevant Commitment of such Lender bears
to the relevant Commitments of all the Lenders.

                 3.5 NO SETOFF OR DEDUCTION. All payments of principal of and
interest on the Loans and other amounts payable by the Borrower hereunder shall
be made by the Borrower without setoff or counterclaim, and free and clear of,
and without deduction or withholding for, or on account of, any present or
future taxes, levies, imposts, duties, fees, assessments, or other charges of
whatever nature, imposed by any governmental authority, or by any department,
agency or other political subdivision or taxing authority; PROVIDED, HOWEVER,
that this Section 3.5 shall not preclude the Borrower from counterclaiming
against any Lender having its principal office in the United States of America
for (a) income taxes owed to the United States of America by such Lender, which
are paid by the Borrower under a valid garnishment order, or (b) other
obligations of such Lender, unrelated to such taxes, levies, imposts, duties,
fees, assessments, or other charges, which are paid by the Borrower under a
valid garnishment order.

                 3.6 PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS. Except
as otherwise provided in this Agreement to the contrary, whenever any
installment of principal of, or interest on, any Loan or any other amount due
hereunder becomes due and payable on a day which is not a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day and, in
the case of any installment of principal, interest shall be payable thereon at
the rate per annum determined in accordance with this Agreement during such
extension. Computations of interest and other amounts due under this Agreement
shall be made on the basis of a year of 360 days (or 365 or 366 days, as the
case may be, when determining the Floating 

                                      -33-
<PAGE>   111

Rate) for the actual number of days elapsed, including the first day but
excluding the last day of the relevant period.

                 3.7 ADDITIONAL COSTS. (a) In the event that any applicable law,
treaty, rule or regulation (whether domestic or foreign) now or hereafter in
effect and whether or not presently applicable to any Lender or the
Administrative Agent, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or the Administrative Agent with any
guideline, request or directive of any such authority (whether or not having the
force of law), shall (a) affect the basis of taxation of payments to any Lender
or the Administrative Agent of any amounts payable by the Borrower under this
Agreement (other than taxes imposed on the overall net income of the Lender or
the Administrative Agent, by the jurisdiction, or by any political subdivision
or taxing authority of any such jurisdiction, in which any Lender or the
Administrative Agent, as the case may be, has its principal office), or (b)
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by any Lender, or (c) shall impose any other condition with respect to
this Agreement, the Commitments, the Notes or the Loans, and the result of any
of the foregoing is to increase the cost to any Lender or the Administrative
Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate
Loan or to reduce the amount of any sum receivable by any Lender thereon, then
the Borrower shall pay to such Lender or the Administrative Agent, as the case
may be, from time to time, upon request by such Lender (with a copy of such
request to be provided to the Administrative Agent) or the Administrative Agent,
additional reasonable amounts sufficient to compensate such Lender or the
Administrative Agent, as the case may be, for such increased cost or reduced sum
receivable to the extent, in the case of any Eurodollar Rate Loan, such Lender
is not compensated therefor in the computation of the interest rate applicable
to such Eurodollar Rate Loan. A statement as to the amount of such increased
cost or reduced sum receivable, prepared in good faith and in reasonable detail
by such Lender or the Administrative Agent, as the case may be, and submitted by
such Lender or the Administrative Agent, as the case may be, to the Borrower,
shall be conclusive and binding for all purposes absent manifest error in
computation.

                           (b)       In the event that any  applicable  law,  
treaty, rule or regulation (whether domestic or foreign) now or hereafter in
effect and whether or not presently applicable to any Lender or the
Administrative Agent, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or the Administrative Agent with any
guideline, request or directive of any such authority (whether or not having the
force of law), including any risk-based capital guidelines, affects or would
affect the amount of capital required or expected to be maintained by such
Lender or the Administrative Agent (or any corporation controlling such Lender
or the Administrative Agent), including any change in capital required to be
maintained with respect to commitments for credit of less than 365 days in
duration, and such Lender or the Administrative Agent, as the case may be,
determines that the amount of such capital is increased by or based upon the
existence of such Lender's or the Administrative Agent's obligations hereunder
and such 

                                      -34-
<PAGE>   112

increase has the effect of reducing the rate of return on such Lender's
or the Administrative Agent's (or such controlling corporation's) capital as a
consequence of such obligations hereunder to a level below that which such
Lender or the Administrative Agent (or such controlling corporation) could have
achieved but for such circumstances (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by such Lender or the
Administrative Agent to be material, then the Borrower shall pay to such Lender
or the Administrative Agent, as the case may be, from time to time, upon request
by such Lender (with a copy of such request to be provided to the Administrative
Agent) or the Administrative Agent, additional amounts sufficient to compensate
such Lender or the Administrative Agent (or such controlling corporation) for
any increase in the amount of capital and reduced rate of return which such
Lender or the Administrative Agent reasonably determines to be allocable to the
existence of such Lender's or the Administrative Agent's obligations hereunder.
A statement as to the amount of such compensation, prepared in good faith and in
reasonable detail by such Lender or the Administrative Agent, as the case may
be, and submitted by such Lender or the Administrative Agent to the Borrower,
shall be conclusive and binding for all purposes absent manifest error in
computation.

                 3.8 ILLEGALITY AND IMPOSSIBILITY. In the event that any
applicable law, treaty, rule or regulation (whether domestic or foreign) now or
hereafter in effect and whether or not presently applicable to any Lender, or
any interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Lender with any guideline, request or directive of such authority (whether or
not having the force of law), including without limitation exchange controls,
shall make it unlawful or impossible for any Lender to maintain any Fixed Rate
Loan under this Agreement, the Borrower shall upon receipt of notice thereof
from such Lender, repay in full the then outstanding principal amount of each
Fixed Rate Loan so affected, together with all accrued interest thereon to the
date of payment and all amounts owing to such Lender under Section 3.9, (a) on
the last day of the then current Fixed Interest Period applicable to such Loan
if such Lender may lawfully continue to maintain such Loan to such day, or (b)
immediately if such Lender may not continue to maintain such Loan to such day.

                 3.9 INDEMNIFICATION. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or converts any Fixed Rate Loan on
any other date than the last day of an Fixed Interest Period applicable thereto
(whether pursuant to Section 3.8, Section 6.2 or otherwise), or if the Borrower
fails to borrow any Fixed Rate Loan after notice has been given to the Lenders
in accordance with Section 2.5, or if the Borrower fails to make any payment of
principal or interest in respect of a Fixed Rate Loan when due, the Borrower
shall reimburse each Lender on demand for any resulting loss or expense incurred
by each such Lender, including without limitation any loss incurred in
obtaining, liquidating or employing deposits from third parties, whether or not
such Lender shall have funded or committed to fund such Loan. A statement as to
the amount of such loss or expense, prepared in good faith and in reasonable
detail by such Lender and submitted by such Lender to the Borrower, shall be
conclusive and binding for all purposes absent manifest error in computation.
Calculation of all amounts payable 

                                      -35-
<PAGE>   113

to such Lender under this Section 3.9 shall be made as though such Lender shall
have actually funded or committed to fund the relevant Fixed Rate Loan through
the purchase of an underlying deposit in an amount equal to the amount of such
Loan and having a maturity comparable to the related Fixed Interest Period;
PROVIDED, HOWEVER, that such Lender may fund any Fixed Rate Loan in any manner
it sees fit and the foregoing assumption shall be utilized only for the purpose
of calculation of amounts payable under this Section 3.9.


                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------


                 The Borrower represents and warrants to the Administrative
Agent and the Lenders that:

                 4.1 CORPORATE EXISTENCE AND POWER. The Borrower is a Person
duly organized, validly existing and in good standing under the laws of the
state or other political subdivision of its jurisdiction of incorporation or
organization, as the case may be, and is duly qualified to do business, and is
in good standing, in all additional jurisdictions where such qualification is
necessary under applicable law. The Borrower has all requisite power, corporate
or otherwise, to own or lease the properties used in its business and to carry
on its business as now being conducted and as proposed to be conducted, and to
execute and deliver this Agreement, and the Notes, and to engage in the
transactions contemplated by this Agreement.

                 4.2 CORPORATE AUTHORITY. The execution, delivery and
performance by the Borrower of this Agreement and the Notes have been duly
authorized by all necessary corporate action and are not in contravention of any
law, rule or regulation, or any judgment, decree, writ, injunction, order or
award of any arbitrator, court or governmental authority, or of the terms of the
Borrower's charter or by-laws, or of any contract or undertaking to which the
Borrower is a party or by which the Borrower or its property may be bound or
affected or result in the imposition of any Lien except for Permitted Liens.

                 4.3 BINDING  EFFECT.  This  Agreement is, and the Notes when  
delivered hereunder will be, legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with its terms.

                 4.4 SUBSIDIARIES. SCHEDULE 4.4 hereto correctly sets forth the
corporate name, jurisdiction of incorporation and ownership of each Subsidiary
of the Borrower as of the Effective Date. Each such Subsidiary and each
corporation becoming a Subsidiary of the Borrower after the date hereof is and
will be a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is and will be duly
qualified to do business in each additional jurisdiction where such
qualification is or may be necessary under applicable

                                      -36-
<PAGE>   114

law. Each Subsidiary of each Borrower has and will have all requisite corporate
power to own or lease the properties used in its business and to carry on its
business as now being conducted and as proposed to be conducted. All outstanding
shares of capital stock of each class of each Subsidiary of the Borrower have
been and will be validly issued and are and will be fully paid and nonassessable
and, except as otherwise indicated in SCHEDULE 4.4 hereto or consented to by the
Required Lenders from time to time, are and will be owned, beneficially and of
record, by the Borrower or another Subsidiary of the Borrower free and clear of
any Liens. The corporations described in SCHEDULE 4.4 hereto constitute all
persons in which the Borrower or any of its Subsidiaries has an ownership
interest as of the Effective Date.

                 4.5 LITIGATION. Except as set forth in SCHEDULE 4.5 hereto,
there is no action, suit or proceeding pending or, to the best of the Borrower's
knowledge, threatened against or affecting the Borrower or any of its
Subsidiaries before or by any court, governmental authority or arbitrator, which
if adversely decided might result, either individually or collectively, in any
material adverse change in the business, properties, operations or condition,
financial or otherwise, of the Borrower or any of its Subsidiaries or in any
material adverse effect on the legality, validity or enforceability of this
Agreement, the Notes or any Guaranty and, to the best of the Borrower's
knowledge, there is no basis for any such action, suit or proceeding.

                 4.6 FINANCIAL CONDITION. The consolidated balance sheet of the
Borrower and its Subsidiaries and the consolidated statements of income,
retained earnings, and cash flows of the Borrower and its Subsidiaries for the
fiscal year ended January 31, 1997 and reported on by Deloitte & Touche,
independent certified public accountants, copies of which have been furnished to
the Lenders, fairly present, and the financial statements of the Borrower and
its Subsidiaries delivered pursuant to Section 5.1(d) will fairly present, the
consolidated financial position of the Borrower and its Subsidiaries as at the
respective dates thereof, and the consolidated results of operations of the
Borrower and its Subsidiaries for the respective periods indicated, all in
accordance with Generally Accepted Accounting Principles consistently applied
(subject, in the case of said interim statements, to year-end audit
adjustments). There has been no material adverse change in the business,
properties, operations or condition, financial or otherwise, of the Borrower or
any of its Subsidiaries since January 31, 1997. There is no material Contingent
Liability of the Borrower that is not reflected in such financial statements or
in the notes thereto.

                 4.7 USE OF LOANS. The Borrower will use the proceeds of the
Loans for its general corporate purposes and the Borrower will not use the
proceeds of the Loans to repurchase the stock of the Borrower or any of its
Subsidiaries. Neither the Borrower nor any of its Subsidiaries extends or
maintains, in the ordinary course of business, credit for the purpose, whether
immediate, incidental, or ultimate, of buying or carrying margin stock (within
the meaning of Regulation U of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan will be used for the purpose,
whether immediate, incidental, or ultimate, of buying or carrying any such
margin stock or maintaining or extending credit to others for such purpose.
After applying the proceeds of each Loan, such margin stock will not constitute
more than 25% of the value of the assets (either of the Borrower alone or of the


                                      -37-
<PAGE>   115

Borrower and its Subsidiaries on a consolidated basis) that are subject to any
provisions of this Agreement or any Guaranty that may cause the Loans to be
deemed secured, directly or indirectly, by margin stock.

                 4.8 CONSENTS, ETC. Except for such consents, approvals,
authorizations, declarations, registrations or filings delivered by the Borrower
pursuant to Section 2.5(g), if any, each of which is in full force and effect,
no consent, approval or authorization of or declaration, registration or filing
with any governmental authority or any nongovernmental person or entity,
including without limitation any creditor, lessor or stockholder of Borrower or
any of its Subsidiaries, is required on the part of the Borrower in connection
with the execution, delivery and performance of this Agreement, or the Notes, or
any Guaranty, or the transactions contemplated hereby or as a condition to the
legality, validity or enforceability of this Agreement, the Notes or any
Guaranty.

                 4.9 TAXES. The Borrower and its Subsidiaries have filed all tax
returns (federal, state and local) required to be filed and have paid all taxes
shown thereon to be due, including interest and penalties, or have established
adequate financial reserves on its books and records for payment thereof.
Neither the Borrower nor any of its Subsidiaries knows of any actual or proposed
tax assessment or any basis therefor, and no extension of time for the
assessment of deficiencies in any federal or state tax has been granted by the
Borrower or any Subsidiary.

                 4.10 TITLE TO PROPERTIES. Except as otherwise disclosed in the
latest balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this
Agreement, the Borrower or one or more of its Subsidiaries have good and
marketable fee simple title to all of the real property, and a valid and
indefeasible ownership interest in all of the other properties and assets
reflected in said balance sheet or subsequently acquired by the Borrower or any
Subsidiary. All of such properties and assets are free and clear of any Lien,
except for Permitted Liens.

                 4.11 ERISA. The Borrower, its Subsidiaries, their ERISA
Affiliates and its Plans are in compliance in all material respects with those
provisions of ERISA and of the Code which are applicable with respect to any
Plan. No Prohibited Transaction and no Reportable Event has occurred with
respect to any such Plan. None of the Borrower, any of its Subsidiaries or any
of their ERISA Affiliates is an employer with respect to any Multiemployer Plan.
The Borrower, its Subsidiaries and their ERISA Affiliates have met the minimum
funding requirements under ERISA and the Code with respect to each of its Plans,
if any, and have not incurred any liability to the PBGC or any Plan. The
execution, delivery and performance of this Agreement, the Notes and the
Guaranties do not constitute a Prohibited Transaction. There is no material
Unfunded Benefit Liability with respect to any Plan of the Borrower, its
Subsidiaries or their ERISA Affiliates.

                 4.12 ENVIRONMENTAL AND SAFETY MATTERS. The Borrower and each
Subsidiary are in substantial compliance with all federal, state and local laws,
ordinances and regulations relating to safety and industrial hygiene or to the
environmental condition, including without limitation all 

                                      -38-
<PAGE>   116

Environmental Laws in jurisdictions in which the Borrower or any Subsidiary owns
or operates, or has owned or operated, a facility or site, or arranges or has
arranged for disposal or treatment of hazardous substances, solid waste, or
other wastes, accepts or has accepted for transport any hazardous substances,
solid wastes or other wastes or holds or has held any interest in real property
or otherwise, except as disclosed on Schedule 4.12 hereto, and as to such
matters disclosed on such Schedule, none will have a material adverse effect on
the financial condition or business of the Borrower or any of its Subsidiaries.
No demand, claim, notice, suit, suit in equity, action, administrative action,
investigation or inquiry whether brought by any governmental authority, private
person or entity or otherwise, arising under, relating to or in connection with
any Environmental Laws is pending or threatened against the Borrower or any of
its Subsidiaries, any real property in which the Borrower or any such Subsidiary
holds or has held an interest or any past or present operation of the Borrower
or any Subsidiary, except as disclosed on Schedule 4.12 hereto, and as to such
matters disclosed on such Schedule, none will have a material adverse effect on
the financial condition or business of the Borrower or any of its Subsidiaries.
Neither the Borrower nor any of its Subsidiaries (a) is the subject of any
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic substances, radioactive materials,
hazardous wastes or related materials into the environment, (b) has received any
notice of any toxic substances, radioactive materials, hazardous waste or
related materials in, or upon any of its properties in violation of any
Environmental Laws, or (c) knows of any basis for any such investigation, notice
or violation, except as disclosed on SCHEDULE 4.12 hereto, and as to such
matters disclosed on such Schedule, none will have an material adverse affect on
the financial condition or business of the Borrower or any of its Subsidiaries.
No release, threatened release or disposal of hazardous waste, solid waste or
other wastes is occurring or has occurred on, under or to any real property in
which the Borrower or any of its Subsidiaries holds any interest or performs any
of its operations, in violation of any Environmental Law, except as disclosed on
Schedule 4.12 hereto, and as to such matters disclosed on such Schedule, none
will have a material adverse effect on the financial condition or business of
the Borrower or any of its Subsidiaries.


                                   ARTICLE V.

                                    COVENANTS
                                    ---------


                 5.1 AFFIRMATIVE COVENANTS. The Borrower covenants and agrees
that, until the Termination Date and thereafter until payment in full of the
principal of and accrued interest on the Notes and the performance of all other
obligations of the Borrower under this Agreement, unless the Required Lenders
shall otherwise consent in writing, it shall, and shall cause each of its
Subsidiaries to:

                           (a)       PRESERVATION OF CORPORATE EXISTENCE, ETC. 
Do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence, 

                                      -39-
<PAGE>   117

except to the extent permitted by Section 5.2(e), and its qualification as a
foreign corporation in good standing in each jurisdiction in which such
qualification is necessary under applicable law, and the rights, licenses,
permits (including those required under Environmental Laws), franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
businesses; and defend all of the foregoing against all claims, actions,
demands, suits or proceedings at law or in equity or by or before any
governmental instrumentality or other agency or regulatory authority.

                           (b)       COMPLIANCE  WITH  LAWS,  ETC.  Comply  in
all material respects with all applicable laws, rules, regulations and orders of
any governmental authority, whether federal, state, local or foreign (including
without limitation ERISA, the Code and Environmental Laws), in effect from time
to time; and pay and discharge promptly when due all taxes, assessments and
governmental charges or levies imposed upon it or upon its income, revenues or
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise, which, if unpaid,
might give rise to Liens upon such properties or any portion thereof, except to
the extent that payment of any of the foregoing is then being contested in good
faith by appropriate legal proceedings and with respect to which adequate
financial reserves have been established on the books and records of any the
Borrower or such Subsidiary.

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

                           (d)       REPORTING  REQUIREMENTS.  Furnish to the 
Lenders and the Administrative Agent the following:

                                     (i)        Promptly  and  in  any  event  
within three calendar days after becoming aware of the occurrence of (A) any
Default, or Event of Default described in Section 6.1, PROVIDED, HOWEVER, with
respect to any Default described in Section 6.1(k), the Borrower shall furnish
notice immediately, together with a copy of the notice required to be delivered
to the holders of the Private Placement Debt pursuant to Section 8.1(b) of the
Note Purchase Agreement executed in connection with the Private Placement
Documents, (B) the 

                                      -40-
<PAGE>   118

commencement of any material litigation against, by or affecting the Borrower or
any of its Subsidiaries, and any material developments therein, (C) entering
into any material contract or undertaking that is not entered into in the
ordinary course of business, or (D) any development in the business or affairs
of the Borrower or any of its Subsidiaries which has resulted in or which is
likely in the reasonable judgment of the Borrower, to result in a material
adverse change in the business, properties, operations or condition, financial
or otherwise of the Borrower or any of its Subsidiaries, a statement of the
chief financial officer, controller or treasurer of the Borrower setting forth
details of such Default or Event of Default, litigation, development, contract,
or undertaking, and the action which the Borrower or such Subsidiary, as the
case may be, has taken and proposes to take with respect thereto;

                                     (ii)       As soon as available and in any
event within 60 days after the end of each of the first three fiscal quarters of
the Borrower, the consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarter, and the related consolidated
statements of income, retained earnings, and cash flows for the period
commencing at the end of the previous fiscal year and ending with the end of
such quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding date or period of the preceding fiscal year, all
in reasonable detail and duly certified (subject to year-end audit adjustments)
by the chief financial officer of the Borrower as having been prepared in
accordance with Generally Accepted Accounting Principles; together with a
certificate of the chief financial officer, controller or treasurer of the
Borrower stating (A) that no Default or Event of Default has occurred and is
continuing or, if a Default or Event of Default has occurred and is continuing,
a statement setting forth the details thereof and the action which the Borrower
has taken and proposes to take with respect thereto, and (B) that a computation
(which computation shall accompany such certificate and shall be in reasonable
detail) showing compliance with Section 5.2(a), (b), (c), (d), (f) and (g)
hereof is in conformity with the terms of this Agreement;

                                     (iii)      As soon as  available  and in 
any event within 100 days after the end of each fiscal year of the Borrower, a
copy of the consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of such fiscal year and the related consolidated statements of
income, retained earnings, and cash flows of the Borrower and its Subsidiaries
for such fiscal year, with a customary audit report of Deloitte & Touche, or
other independent certified public accountants selected by the Borrower and
acceptable to the Required Lenders, without qualifications unacceptable to the
Required Lenders, together with the consolidating balance sheets and the related
consolidating statements of income of the Borrower and its Subsidiaries for such
year; together with a certificate of the chief financial officer, controller or
treasurer of the Borrower stating (A) that no Default or Event of Default has
occurred and is continuing or, if a Default or Event of Default has occurred and
is continuing, a statement setting forth the details thereof and the action
which the Borrower has taken and proposes to take with respect thereto, and (B)
that a computation (which computation shall accompany such certificate and shall
be in reasonable detail) showing compliance with Section 5.2(a), (b), (c), (d),
(f) and (g) hereof is in conformity with the terms of this Agreement;

                                      -41-
<PAGE>   119

                                     (iv)       Promptly  after  the  sending  
or filing thereof, copies of all reports, proxy statements and financial
statements which the Borrower or any of its Subsidiaries sends to or files with
any of its security holders or any securities exchange or the Securities and
Exchange Commission or any successor agency thereof;

                                     (v)        Promptly and in any event within
10 calendar days after receiving or becoming aware thereof (A) a copy of any
notice of intent to terminate any Plan of the Borrower, its Subsidiaries or any
ERISA Affiliate filed with the PBGC, (B) a statement of the chief financial
officer of the Borrower setting forth the details of the occurrence of any
Reportable Event with respect to any such Plan, (C) a copy of any notice that
the Borrower, any of its Subsidiaries or any ERISA Affiliate may receive from
the PBGC relating to the intention of the PBGC to terminate any such Plan or to
appoint a trustee to administer any such Plan, or (D) a copy of any notice of
failure to make a required installment or other payment within the meaning of
Section 412(n) of the Code or Section 302(f) of ERISA with respect to any such
Plan;

                                     (vi)       As soon as available and in any
event within 30 days after the end of each month, a report on loan receivable
portfolio statistics detailing gross receivables in accordance with Generally
Accepted Accounting Principles, less deduction for ineligible receivables,
including an aging of accounts receivable, dealer concentrations and static pool
analysis and any other portfolio information reasonably requested by the
Administrative Agent;

                                      (vii)     Within 30 days after the end of
each fiscal year, a claims analysis in the form of Schedule 5.1(d)(vii) attached
hereto;

                                     (viii)     Promptly  after the end of each
fiscal quarter or the occurrence of a material change in the ownership of stock
or other equity interest by Sam J.. Frankino and/or his Affiliates of the
Borrower and/or its Affiliates, a report showing the ownership interest of Sam
J.. Frankino and his Affiliates in the Borrower and its Affiliates; and

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

                           (e)       ACCOUNTING; ACCESS TO RECORDS, BOOKS, ETC.
Maintain a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
accordance with Generally Accepted Accounting Principles and to comply with the
requirements of this Agreement and, at any reasonable time and from time to
time, permit any Lender or the Administrative Agent or any agents or
representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
its Subsidiaries, and to discuss the affairs, finances and accounts of such and
its Subsidiaries with its directors, officers, employees and independent
auditors, and by this provision the Borrower does hereby authorize such persons
to discuss such affairs, finances and accounts with any Lender or the
Administrative Agent and permit the Administrative

                                      -42-
<PAGE>   120

Agent or any of its agents and representatives to conduct a comprehensive field
audit of its books, records, properties and assets.

                           (f)       FURTHER  ASSURANCES.  Will, and will cause
each Guarantor to, execute and deliver within 30 days after request therefor by
the Required Lenders or the Administrative Agent, all further instruments and
documents and take all further action that may be necessary or desirable, or
that the Required Lenders or the Administrative Agent may request, in order to
give effect to, and to aid in the exercise and enforcement of the rights and
remedies of the Lenders and the Administrative Agent under, this Agreement, the
Notes or the Guaranties. In addition, the Borrower agrees to deliver to the
Administrative Agent and the Lenders from time to time upon the acquisition or
creation of any Subsidiary not listed in SCHEDULE 4.4 hereto supplements to
SCHEDULE 4.4 such that such Schedule, together with such supplements, shall at
all times accurately reflect the information provided for thereon.

                 5.2 NEGATIVE COVENANTS. Until the Termination Date and
thereafter until payment in full of the principal of and accrued interest on the
Notes and the performance of all other obligations of the Borrower under this
Agreement, the Borrower agrees that, unless the Required Lenders shall otherwise
consent in writing it shall not, and shall not permit any of its Subsidiaries
to:

                           (a)       INDEBTEDNESS TO TOTAL CAPITALIZATION. 
Permit or suffer the ratio of Consolidated Indebtedness of the Borrower and its
Subsidiaries to Consolidated Total Capitalization of the Borrower and its
Subsidiaries at any time to be greater than .45 to 1.0.

                           (b)       TANGIBLE NET WORTH.  Permit or suffer  
Consolidated Tangible Net Worth of the Borrower and its Subsidiaries at any time
to be less than the sum of (i) $195,000,000 plus (ii) an amount equal to 50% of
Consolidated Cumulative Net Income (without any reduction for net loss) of the
Borrower and its Subsidiaries for each fiscal quarter of the Borrower commencing
with the fiscal quarter ending April 30, 1997 plus (iii) 75% of the Net Cash
Proceeds from the issuance or sale of any capital stock of the Borrower or any
Subsidiary, plus (iv) 75% of the Net Cash Proceeds of any Subordinated
Indebtedness incurred by the Borrower or any Subsidiary at any time.

                           (c)       FIXED  CHARGE  COVERAGE  RATIO.  Permit or
suffer the ratio of (i) Net Income Available for Fixed Charges of the Borrower
and its Subsidiaries to (ii) Fixed Charges of the Borrower and its Subsidiaries
to be less than 3.0 to 1.0 as of the end of each fiscal quarter, calculated for
the four (4) consecutive fiscal quarters then ending.

                           (d)       LEVERAGE  RATIO. Permit or suffer the
Consolidated Leverage Ratio of the Borrower and its Subsidiaries at any time to
be greater than .42 to 1.0.

                           (e)       LIENS.  Create,  incur  or  suffer  to 
exist any Lien on any of the assets, rights, revenues or property, real,
personal or mixed, tangible or intangible, whether now 

                                      -43-
<PAGE>   121

owned or hereafter acquired, of the Borrower or any of its Subsidiaries, other
than:

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

                                     (ii)       Liens  (other  than  any  Lien
imposed by ERISA) created and maintained in the ordinary course of business
which do not secure obligations exceeding $1,000,000 in the aggregate and are
not material in the aggregate, and which would not have a material adverse
effect on the business or operations of the Borrower or any of its Subsidiaries
and which constitute (A) pledges or deposits under worker's compensation laws,
unemployment insurance laws or similar legislation, (B) good faith deposits in
connection with bids, tenders, contracts or leases to which the Borrower or any
of its Subsidiaries is a party for a purpose other than borrowing money or
obtaining credit, including rent security deposits, (C) liens imposed by law,
such as those of carriers, warehousemen and mechanics, if payment of the
obligation secured thereby is not yet due, (D) Liens securing taxes, assessments
or other governmental charges or levies not yet subject to penalties for
nonpayment, and (E) pledges or deposits to secure public or statutory
obligations of the Borrower or any of its Subsidiaries, or surety, customs or
appeal bonds to which the Borrower or any of its Subsidiaries is a party;

                                     (iii)      Liens  affecting  real  property
which constitute minor survey exceptions or defects or irregularities in title,
minor encumbrances, easements or reservations of, or rights of others for,
rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of such real
property, PROVIDED that all of the foregoing, in the aggregate, do not at any
time materially detract from the value of said properties or materially impair
their use in the operation of the businesses of the Borrower or any of its
Subsidiaries;

                                     (iv)       Each Lien  described in SCHEDULE
5.2(e) hereto may be suffered to exist upon the same terms as those existing on
the date hereof, but no extension or renewal (which shall not include the filing
of UCC continuation statements) thereof shall be permitted;

                                     (v)        The  interest  or title  of a
lessor under any lease otherwise permitted under this Agreement with respect to
the property subject to such lease to the extent performance of the obligations
of the Borrower or its Subsidiary thereunder are not delinquent; and

                                     (vi)       Prior  to  the  disposition  of
assets contemplated by Section 5.2(g)(ii), other Liens on assets of the Borrower
and its Subsidiaries, other than accounts or general intangibles, that secure
Indebtedness not exceeding in aggregate amount 50% of the net book value of the
Borrower's motor vehicles comprising its automotive fleet, and which Liens are
granted solely to original equipment manufacturers of motor vehicles to secure
Indebtedness

                                      -44-
<PAGE>   122

arising pursuant to borrowings under the Borrower's original equipment
manufacturers financing program.

                           (f)       MERGER;  ACQUISITIONS;  ETC. Purchase or
otherwise acquire, whether in one or a series of transactions, all or a
substantial portion of the business assets, rights, revenues or property, real,
personal or mixed, tangible or intangible, of any person, or all or a
substantial portion of the capital stock of or other ownership interest in any
other person; nor merge or consolidate or amalgamate with any other person or
take any other action having a similar effect, nor enter into any joint venture
or similar arrangement with any other person, PROVIDED, HOWEVER, that this
Section 5.2(f) shall not prohibit any merger or acquisition if (i) it is a
merger of a Subsidiary into, or the acquisition of the assets of a Subsidiary
by, the Borrower or a Subsidiary, where the Borrower or the Subsidiary, as the
case may be, is the surviving or continuing corporation, or (ii) it is an
acquisition (A) of a business or assets that are generally related to the
business presently engaged in by the Borrower, (B) on terms approved in advance
by the board of directors or other governing body of the seller of the business
or assets, and (C) the amount of consideration paid or exchanged by the Borrower
and all Subsidiaries for all such acquisitions pursuant to this clause (ii) does
not exceed $10,000,000 in aggregate amount; and in the case of each of clauses
(i) and (ii), immediately after each such merger or acquisition, no Default or
Event of Default shall exist or shall have occurred and be continuing and, prior
to the consummation of each such merger, if the Borrower is a party thereto, and
each such acquisition for consideration of $3,000,000 or more, the Borrower
shall have provided to the Lenders an opinion of counsel and a certificate of
the chief financial officer of the Borrower (attaching computations to
demonstrate compliance with all financial covenants hereunder), each stating
that such merger or acquisition complies with this Section 5.2(f) and that any
other conditions under this Agreement relating to such transaction have been
satisfied.

                           (g)       DISPOSITION OF ASSETS; ETC. Notwithstanding
any other provision of this Agreement, sell, lease, license, transfer, assign or
otherwise dispose of any of its business, assets, rights, revenues or property,
real, personal or mixed, tangible or intangible, whether in one or a series of
transactions, other than (1) inventory sold or leased in the ordinary course of
business upon customary credit terms, (2) sales of motor vehicles by the
Borrower to one or more of its Subsidiaries, for fair value, in the ordinary
course of the Borrower's business, (3) sales of scrap or obsolete material or
equipment, (4) transfers between the Guarantors or between the Borrower and the
Guarantors and (5) transfers in connection with the Receivables Program and
permitted pursuant to Section 5.2(p); PROVIDED, HOWEVER, that this Section
5.2(g) shall not prohibit any such sale, lease, license, transfer, assignment,
liquidation or other disposition: (i) if the aggregate book value (disregarding
any write-downs of such book value other than ordinary depreciation and
amortization) of all of the business, assets, rights, revenues and property
disposed of after the date of this Agreement shall be less than five percent
(5%) in the aggregate for all such dispositions of such aggregate book value of
the total assets of the Borrower or such Subsidiary as of such date, as the case
may be, and if, immediately after such transaction, no Default or Event of
Default shall exist or shall have occurred and be continuing; and (ii) of the
automotive rental fleet and associated assets so long as no Default or Event of
Default shall exist

                                      -45-
<PAGE>   123

or shall have occurred and be continuing.

                 (h)  RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.

                      (i) Limitation.  The  Borrower will not, and will not 
permit any of its Subsidiaries to, at any time, declare or make, or incur any
liability to declare or make, any Restricted Payment or make or authorize any
Restricted Investment unless immediately after giving effect to such action:

                          (A) the sum of (x)  aggregate  amount of  Restricted
     Payments of the Borrower and its Subsidiaries declared or made during the
     period commencing on February 1, 1997, and ending on the date such
     Restricted Payment or Restricted Investment is declared or made, including
     and (y) the amount of Restricted Investments of the Borrower and its
     Subsidiaries (with each Restricted Investment and Restricted Payment being
     valued immediately after the making of any such Restricted Investment or
     Restricted Payment) would not exceed the sum of

                                (I) $2,000,000 plus

                                (II) 50% of  Consolidated  Operating  Net 
     Income for the period commencing on February 1, 1997 and ending at the end
     of the most recently ended fiscal quarter of the Borrower (or minus 100% of
     Consolidated Operating Net Income for such period if Consolidated Operating
     Net Income for such period is negative);

                          (B) no Default or Event of Default exists  or would
     exist after giving effect to such Restricted Payment or Restricted
     Investment;

                          (C) the Borrower would be permitted by the  provisions
     of Section 10.5 of the Note Purchase Agreement executed in connection with
     the Private Placement Debt to incur at least $1.00 of additional
     Indebtedness owing to a Person other than a Subsidiary of the Borrower.

                      (ii) Time of  Payment.  The  Borrower  will  not, nor  
will it permit any of its Subsidiaries to, authorize a Restricted Payment that
is not payable within 60 days of authorization.

                 (i)  NATURE OF  BUSINESS/DEALER  HOLDBACK PROGRAM. Make any 
substantial change in the nature of its business from that engaged in on the
date of this Agreement, engage in any other businesses other than those in which
it is engaged on the date of this Agreement or make any material change in the
structure or terms of any dealer holdback program which would result in the
subordination of Lender Obligations to the obligations of any such dealer;
PROVIDED, HOWEVER, that this subsection (i) shall not preclude the Borrower or
any Subsidiary from engaging in additional related or ancillary businesses that
are not likely to have a 

                                      -46-
<PAGE>   124

material effect on the Borrower or any Subsidiary, including without limitation
activating a dormant insurance Borrower for the purpose of providing credit
insurance, automobile warranty programs and other programs or services related
or incidental to the Borrower's automobile finance programs.

                           (j)       NEGATIVE PLEDGE LIMITATION. Enter into
any agreement, with any person, other than the Lenders pursuant hereto and in
connection with the Private Placement Debt, which prohibits or limits the
ability of the Borrower or any Subsidiary to create, incur, assume or suffer to
exist any Lien upon any of its assets, rights, revenues or property, real,
personal or mixed, tangible or intangible, whether now owned or hereafter
acquired.

                           (k)       USE OF PROCEEDS.  Use the proceeds of the
Loans for any purpose other than for its general corporate purposes.

                           (l)       SUBORDINATED INDEBTEDNESS.  Issue any  
Subordinated Indebtedness unless the first principal payment or other required
payment or prepayment of principal with respect to such Subordinated
Indebtedness is scheduled to occur after April __, 2000.

                           (m)       SUBSIDIARY GUARANTIES. Permit any 
Subsidiary to become obligated under any guaranty of the Borrower's obligations
under the Private Placement Debt unless such Subsidiary has guaranteed or
concurrently guarantees the Borrower's obligations under the Loan Documents on
the same terms.

                           (n)       LIMITATION ON SUBSIDIARY  INDEBTEDNESS.  
Permit the aggregate Indebtedness of all Subsidiaries to exceed at any time 5%
of Consolidated Total Assets of the Borrower and its Subsidiaries.

                           (o)       PAYMENTS AND  MODIFICATIONS OF DEBT. Make,
or permit any Subsidiary to make, any optional payment, defeasance (whether a
covenant defeasance, legal defeasance or other defeasance), prepayment or
redemption of any of its or any of its Subsidiaries' Private Placement Debt or
other Indebtedness or amend or modify, or consent or agree to any amendment or
modification of, any instrument or agreement under which any of its Private
Placement Debt is issued or created or otherwise related thereto, or enter into
any agreement or arrangement providing for any defeasance of any kind of any of
its Private Placement Debt.

                           (p)       RECEIVABLES  PROGRAM.  Enter into, or 
permit its Subsidiaries to enter into, any transaction (such transaction being
referred to herein as a "Receivables Program") involving (i) the sale or other
financing by the Borrower or any of its Subsidiaries of installment notes
receivable or other evidences of indebtedness arising in the ordinary course of
business of the Borrower or any of its Subsidiaries or (ii) the incurrence by
the Borrower or any of its Subsidiaries of Non-Recourse Indebtedness secured by
Liens on installment notes receivable or other evidences of indebtedness arising
in the ordinary course of business of the Borrower or any of its Subsidiaries
(in each case, whether or not such installment notes receivable or evidences of


                                      -47-
<PAGE>   125

indebtedness is required to be included on the balance sheet of the Borrower or
such Subsidiary in accordance with GAAP); provided that in any twelve month
period, the Borrower and its Subsidiaries may enter into Receivables Programs if
the aggregate of net book value of all installment notes receivable and other
evidences of indebtedness to be sold or financed in connection with all
Receivables Programs in such twelve month period does not exceed 10% of
Consolidated Total Capitalization as of the last day of the Borrower's most
recently ended fiscal year. "Non-Recourse Indebtedness" means, as applied to any
Receivables Program, Indebtedness under the terms of which no personal recourse
may be had against the Borrower or any of its Subsidiaries for the payment of
the principal of or interest or premium of such Indebtedness solely as a result
of a default by one or more account debtors in the payment of any accounts
receivable included in such Receivables Program.

                           (q)       TRANSACTIONS WITH AFFILIATES. Enter into, 
or permit any Subsidiary to enter into, or remain a party to, directly or
indirectly, any transaction (including without limitation the purchase, lease,
sale or exchange of properties of any kind or the rendering of any service),
whether or not in the ordinary course of business with any Affiliate of the
Borrower or any of its Subsidiaries, except pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than would
be obtained in a comparable arm's-length transaction with a Person not an
Affiliate.

                 5.3 ADDITIONAL COVENANTS. If at any time the Borrower shall
enter into or be a party to any instrument or agreement, including all such
instruments or agreements in existence as of the date hereof and all such
instruments or agreements entered into after the date hereof, relating to or
amending any terms or conditions applicable to any of its Indebtedness which
includes covenants, terms, conditions or defaults not substantially provided for
in this Agreement or more favorable to the lender or lenders thereunder than
those provided for in this Agreement, then the Borrower shall promptly so advise
the Administrative Agent and the Lenders. Thereupon, if the Administrative
Agents shall request, upon notice to the Borrower, the Administrative Agent and
the Lenders shall enter into an amendment to this Agreement or an additional
agreement (as the Administrative Agent may request), providing for substantially
the same covenants, terms, conditions and defaults as those provided for in such
instrument or agreement to the extent required and as may be selected by the
Administrative Agent. In addition to the foregoing, any covenants, terms,
conditions or defaults in the Private Placement Debt Documents not substantially
provided for in this Agreement or more favorable to the holders of the Private
Placement Debt issued in connection therewith are hereby incorporated by
reference into this Agreement to the same extent as if set forth fully herein,
and no subsequent amendment, waiver or modification thereof shall effect any
such covenants, terms, conditions or defaults as incorporated herein.

                                   ARTICLE VI.

                                     DEFAULT
                                     -------


                                      -48-
<PAGE>   126

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

                           (a)       NONPAYMENT.  The  Borrower  shall  fail to
pay when due any principal of the Notes or any reimbursement obligation under
Section 3.3 (whether by deemed disbursement of a Revolving Credit Loan or
otherwise) or the Borrower shall fail to pay any interest on any of the Notes or
any fees or any other amount payable hereunder, which failure, with respect to
interest, fees or any other amount (other than principal or any reimbursement
obligation) continues for a period of five days; or

                           (b)       MISREPRESENTATION. Any representation or 
warranty made by the Borrower or any Guarantor in Article IV hereof or in any
Guaranty or any other certificate, report, financial statement or other document
furnished by or on behalf of the Borrower or any Guarantor in connection with
this Agreement, shall prove to have been incorrect in any material respect when
made or deemed made; or

                           (c)       CERTAIN COVENANTS. The Borrower shall fail
to perform or observe any term, covenant or agreement contained in Article V
hereof; or

                           (d)       OTHER DEFAULTS. The Borrower or any  
Guarantor shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement or in any Guaranty, and any such failure shall
remain unremedied for 30 calendar days after notice thereof shall have been
given to the Borrower or such Guarantor, as the case may be, by the
Administrative Agent (or such shorter period of time as may be specified in the
relevant Guaranty); or

                           (e)       CROSS DEFAULT. The Borrower or any of its
Subsidiaries shall fail to pay any part of the principal of, the premium, if
any, or the interest on, or any other payment of money due under any of its
Indebtedness (other than Indebtedness hereunder), beyond any period of grace
provided with respect thereto, which individually or together with other such
Indebtedness as to which any such failure exists has an aggregate outstanding
principal amount in excess of $500,000 (provided that such minimum amount
requirement shall not apply to Indebtedness owing to the Lenders); or if the
Borrower or any of its Subsidiaries fails to perform or observe any other term,
covenant or agreement contained in any agreement, document or instrument
evidencing or securing any such Indebtedness having such aggregate outstanding
principal amount (if applicable), or under which any such Indebtedness was
issued or created, beyond any period of grace, if any, provided with respect
thereto if the effect of such failure is either (i) to cause, or permit the
holders of such Indebtedness (or a trustee on behalf of such holders) to cause,
any payment in respect of such Indebtedness to become due prior to its due date
or (ii) to permit the holders of such Indebtedness (or a trustee on behalf of
such holders) to

                                      -49-
<PAGE>   127

elect a majority of the board of directors of the Borrower; or

                           (f)       JUDGMENTS.  One or more judgments or orders
for the payment of money in an aggregate amount of $1,000,000 or more (which
$1,000,000 amount may not be deemed a material amount) shall be rendered against
the Borrower or any of its Subsidiaries, or any other judgment or order (whether
or not for the payment of money) shall be rendered against or shall affect the
Borrower or any of its Subsidiaries which causes or could cause a material
adverse change in the business, properties, operations or condition, financial
or otherwise, of the Borrower or any of its Subsidiaries or which does or could
have a material adverse effect on the legality, validity or enforceability of
this Agreement, the Notes or any Guaranty, and either (i) such judgment or order
shall have remained unsatisfied and the Borrower or such Subsidiary shall not
have taken action necessary to stay enforcement thereof by reason of pending
appeal or otherwise, prior to the expiration of the applicable period of
limitations for taking such action or, if such action shall have been taken, a
final order denying such stay shall have been rendered, or (ii) enforcement
proceedings shall have been commenced by any creditor upon any such judgment or
order; or

                           (g)       ERISA.  The  occurrence of a Reportable 
Event that results in or could result in liability of the Borrower or any
Subsidiary of the Borrower or their ERISA Affiliates to the PBGC or to any Plan
and such Reportable Event is not corrected within thirty (30) days after the
occurrence thereof; or the occurrence of any Reportable Event which could
constitute grounds for termination of any Plan of the Borrower, its Subsidiaries
or their ERISA Affiliates by the PBGC or for the appointment by the appropriate
United States District Court of a trustee to administer any such Plan and such
Reportable Event is not corrected within thirty (30) days after the occurrence
thereof; or the filing by the Borrower, any Subsidiary of the Borrower or any of
their ERISA Affiliates of a notice of intent to terminate a Plan or the
institution of other proceedings to terminate a Plan; or the Borrower, any
Subsidiary of the Borrower or any of their ERISA Affiliates shall fail to pay
when due any liability to the PBGC or to a Plan; or the PBGC shall have
instituted proceedings to terminate, or to cause a trustee to be appointed to
administer, any Plan of the Borrower, its Subsidiaries or their ERISA
Affiliates; or any person engages in a Prohibited Transaction with respect to
any Plan which results in or could result in liability of the Borrower, its
Subsidiary of the Borrower or any of their ERISA Affiliates, any Plan of the
Borrower, its Subsidiaries or their ERISA Affiliates or fiduciary of any such
Plan; or failure by the Borrower, any Subsidiary of the Borrower or any of their
ERISA Affiliates to make a required installment or other payment to any Plan
within the meaning of Section 302(f) of ERISA or Section 412(n) of the Code that
results in or could result in liability of the Borrower, its Subsidiary or any
of their ERISA Affiliates to the PBGC or any Plan; or the withdrawal of the
Borrower, any of its Subsidiaries or any of their ERISA Affiliates from a Plan
during a plan year in which it was a "substantial employer" as defined in
Section 4001(9a)(2) of ERISA; or the Borrower, any of its Subsidiaries or any of
their ERISA Affiliates becomes an employer with respect to any Multiemployer
Plan without the prior written consent of the Required Lenders; or

                           (h)       INSOLVENCY,  ETC. The Borrower or any of 
its Subsidiaries shall be

                                      -50-
<PAGE>   128

dissolved or liquidated (or any judgment, order or decree therefor shall be
entered), or shall generally not pay its debts as they become due, or shall
admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors, or shall institute, or there
shall be instituted against the Borrower or any of its Subsidiaries, any
proceeding or case seeking to adjudicate it a bankrupt or insolvent or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief or protection of debtors or seeking the
entry of an order for relief, or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its
assets, rights, revenues or property, and, if such proceeding is instituted
against the Borrower or such Subsidiary and is being contested by the Borrower
or such Subsidiary, as the case may be, in good faith by appropriate
proceedings, such proceeding shall remain undismissed or unstayed for a period
of 60 days; or the Borrower or such Subsidiary shall take any action (corporate
or other) to authorize or further any of the actions described above in this
subsection; or

                           (i)       SECURITY  DOCUMENTS.  Any event of default
described in any Guaranty shall have occurred and be continuing, or any material
provision of any Guaranty shall at any time for any reason cease to be valid,
binding and enforceable against any obligor thereunder, or the validity, binding
effect or enforceability thereof shall be contested by any person, or any
obligor, shall deny that it has any or further liability or obligation
thereunder, or any Guaranty shall be terminated, invalidated or set aside, or be
declared ineffective or inoperative or in any way cease to give or provide to
the Lenders and the Administrative Agent the benefits purported to be created
thereby; or

                           (j)       CHANGE OF CONTROL.  The Borrower  shall  
experience a Change of Control. For purposes of this Section 6.1(k), a "Change
of Control" shall occur if during any twelve-month period any person or group of
persons (within the meaning of Section 13 or 14 of the Securities Exchange Act
of 1934, as amended) shall have acquired beneficial ownership (within the
meaning of Rule 13D-3 promulgated by the Securities and Exchange Commission
under said Act) of 35% or more in voting power of the voting shares of the
Borrower.

                 6.2 REMEDIES. (a) Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent, upon being
directed to do so by the Required Lenders, shall by notice to the Borrower (i)
terminate the Commitments or (ii) declare the outstanding principal of, and
accrued interest on, the Notes and all other amounts owing under this Agreement
to be immediately due and payable, or (iii) demand immediate delivery of cash
collateral, and the Borrower agrees to deliver such cash collateral upon demand,
in an amount equal to the maximum amount that may be available to be drawn at
any time prior to the stated expiry date of all outstanding Letters of Credit,
or any one or more of the foregoing, whereupon the Commitments shall terminate
forthwith and all such amounts shall become immediately due and payable,
PROVIDED that in the case of any event or condition described in Section 6.1(h)
with respect to the Borrower or any Subsidiary, the Commitments shall
automatically terminate forthwith and all such amounts shall automatically
become immediately due and payable without

                                      -51-
<PAGE>   129

notice; in all cases without demand, presentment, protest, diligence, notice of
dishonor or other formality, all of which are hereby expressly waived. Such cash
collateral delivered in respect of outstanding Letters of Credit shall be
deposited in a special cash collateral account to be held the Administrative
Agent as collateral security for the payment and performance of the Borrower's
obligations under this Agreement to the Lenders and the Administrative Agent.

                           (b)       The  Administrative  Agent, upon being 
directed to do so by the Required Lenders, shall, in addition to the remedies
provided in Section 6.2(a), exercise and enforce any and all other rights and
remedies available to it or the Lenders, whether arising under this Agreement,
any Note or any Guaranty or under applicable law, in any manner deemed
appropriate by the Administrative Agent, with consent of the Required Lenders,
including suit in equity, action at law, or other appropriate proceedings,
whether for the specific performance (to the extent permitted by law) of any
covenant or agreement contained in this Agreement or in any Note or Guaranty, or
in aid of the exercise of any power granted in this Agreement, any Note or any
Guaranty.

                           (c)       Upon the occurrence and during the  
continuance of any Event of Default, each Lender may at any time and from time
to time, without notice to the Borrower (any requirement for such notice being
expressly waived by the Borrower) set off and apply against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement,
whether owing to such Lender or any other Lender or the Administrative Agent,
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower and any property of the Borrower
from time to time in possession of such Lender, irrespective of whether or not
such Lender shall have made any demand hereunder and although such obligations
may be contingent and unmatured. The Borrower hereby grants to the Lenders and
the Administrative Agent a lien on and security interest in all such deposits,
indebtedness and property as collateral security for the payment and performance
of the obligations of the Borrower under this Agreement. The rights of such
Lender under this Section 6.2(c) are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which such Lender may
have.


                                  ARTICLE VII.

                             THE AGENT AND THE BANKS
                             -----------------------


                 7.1 APPOINTMENT AND AUTHORIZATION. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement and the
Notes and the Guaranties as are delegated to the Administrative Agent by the
terms hereof or thereof, together with all such powers as are reasonably
incidental thereto. The provisions of this Article VII are solely for the
benefit of the 


                                      -52-
<PAGE>   130

Administrative Agent and the Lenders, and the Borrower shall not have any rights
as a third party beneficiary of any of the provisions hereof. In performing its
functions and duties under this Agreement, the Administrative Agent shall act
solely as agent of the Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or
for the Borrower.

                 7.2 ADMINISTRATIVE AGENT AND AFFILIATES. First Chicago in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise or refrain from exercising the same as
though it were not the Administrative Agent. First Chicago and its affiliates
may (without having to account therefor to any Lender) accept deposits from,
lend money to, and generally engage in any kind of banking, trust, financial
advisory or other business with the Borrower or any Subsidiary of the Borrower
as if it were not acting as Administrative Agent hereunder, and may accept fees
and other consideration therefor without having to account for the same to the
Lenders.

                 7.3 SCOPE OF ADMINISTRATIVE AGENT'S AND DOCUMENTATION AGENT'S
DUTIES. Neither the Administrative Agent nor the Documentation Agent shall have
any duties or responsibilities except those expressly set forth herein, and
neither the Administrative Agent nor the Documentation Agent shall, by reason of
this Agreement, have a fiduciary relationship with any Lender, and no implied
covenants, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or shall otherwise exist against the Administrative Agent or
the Documentation Agent. As to any matters not expressly provided for by this
Agreement (including, without limitation, collection and enforcement actions
under the Notes and the Guaranty), neither the Administrative Agent nor the
Documentation Agent shall be required to exercise any discretion or take any
action, but the Administrative Agent and the Documentation Agent, as the case
may be, shall take such action or omit to take any action pursuant to the
reasonable written instructions of the Required Lenders and may request
instructions from the Required Lenders. The Administrative Agent and the
Documentation Agent shall in all cases be fully protected in acting, or in
refraining from acting, pursuant to the written instructions of the Required
Lenders, which instructions and any action or omission pursuant thereto shall be
binding upon all of the Lenders; PROVIDED, HOWEVER, that neither the
Administrative Agent nor the Documentation Agent shall not be required to act or
omit to act if, in the judgment of the Administrative Agent or the Documentation
Agent, as the case may be, such action or omission may expose the Administrative
Agent or the Documentation Agent to personal liability or is contrary to this
Agreement, the Notes, any Guaranty, or applicable law.

                 7.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely upon any certificate, notice, document or other
communication (including any cable, telegram, telex, facsimile transmission or
oral communication) believed by it to be genuine and correct and to have been
sent or given by or on behalf of a proper person. The Administrative Agent may
treat the payee of any Note as the holder thereof unless and until the
Administrative Agent receives written notice of the assignment thereof pursuant
to the terms of this Agreement signed by such payee, and the Administrative
Agent receives the written agreement of the


                                      -53-
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assignee that such assignee is bound hereby to the same extent as if it had been
an original party hereto. The Administrative Agent may employ agents (including
without limitation collateral agents) and may consult with legal counsel (who
may be counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable to the Lenders, except as to
money or property received by it or its authorized agents, for the negligence or
misconduct of any such agent selected by it with reasonable care or for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

                 7.5 DEFAULT. The Administrative Agent shall not be deemed to
have knowledge of the occurrence of any Default or Event of Default, unless the
Administrative Agent has received written notice from a Lender or the Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give written notice thereof to the
Lenders.

                 7.6 LIABILITY OF ADMINISTRATIVE AGENT AND DOCUMENTATION AGENT.
Neither the Administrative Agent, the Documentation Agent nor any of their
respective directors, officers, agents, or employees shall be liable to the
Lenders for any action taken or not taken by it or them in connection herewith
with the consent or at the request of the Required Lenders or in the absence of
its or their own gross negligence or willful misconduct. Neither the
Administrative Agent, the Documentation Agent nor any of their respective
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify (i) any recital, statement, warranty
or representation contained in this Agreement, any Note or any Guaranty, or in
any certificate, report, financial statement or other document furnished in
connection with this Agreement, (ii) the performance or observance of any of the
covenants or agreements of the Borrower or any Guarantor, (iii) the satisfaction
of any condition specified in Article II hereof, or (iv) the validity,
effectiveness, legal enforceability, value or genuineness of this Agreement, any
Note, any Guaranty, or any collateral subject thereto, or any other instrument
or document furnished in connection herewith.

                 7.7 NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS. Each
Lender acknowledges and agrees that it has, independently and without reliance
on the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decision in taking or not
taking action under this Agreement. The Administrative Agent shall not be
required to keep itself informed as to the performance or observance by the
Borrower or any Guarantor of this Agreement, the Notes, any Guaranty, or any
other documents referred to or provided for herein, or to inspect the properties
or books of the Borrower or any Guarantor and, except for notices, reports and
other documents and information expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any

                                      -54-
<PAGE>   132

Lender with any information concerning the affairs, financial condition or
business of the Borrower or any of its Subsidiaries which may come into the
possession of the Administrative Agent or any of its affiliates.

                 7.8 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower, but without
limiting any obligation of the Borrower to make such reimbursement), ratably
according to the respective principal amounts of the Loans then outstanding made
by each of them (or if no Loans are at the time outstanding, ratably according
to the respective amounts of their Commitments), from and against any and all
claims, damages, losses, liabilities, costs or expenses of any kind or nature
whatsoever (including, without limitation, fees and disbursements of counsel)
which may be imposed on, incurred by, or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent under this Agreement, PROVIDED, HOWEVER, that no Lender
shall be liable for any portion of such claims, damages, losses, liabilities,
costs or expenses resulting from the Administrative Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any out-of-pocket expenses (including without limitation fees and expenses of
counsel) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower, but without limiting the obligation of the Borrower to make
such reimbursement. Each Lender agrees to reimburse the Administrative Agent
promptly upon demand for its ratable share of any amounts owing to the
Administrative Agent by the Lenders pursuant to this Section. If the indemnity
furnished to the Administrative Agent under this Section shall, in the judgment
of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity from the Lenders and
cease, or not commence, to take any action until such additional indemnity is
furnished.

                 7.9 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative
Agent may resign as such at any time upon thirty days' prior written notice to
the Borrower and the Lenders. In the event of any such resignation, the Required
Lenders shall, by an instrument in writing delivered to the Borrower and the
Administrative Agent, appoint a successor, which shall be a commercial bank
organized under the laws of the United States or any State thereof and having a
combined capital and surplus of at least $500,000,000. If a successor is not so
appointed or does not accept such appointment before the Administrative Agent's
resignation becomes effective, the resigning Administrative Agent may appoint a
temporary successor to act until such appointment by the Required Lenders is
made and accepted or if no such temporary successor is appointed as provided
above by the resigning Administrative Agent, the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder until
such appointment by the Required Lenders is made and accepted. Any successor to
the Administrative Agent shall execute and deliver to the Borrower and the
Lenders an instrument accepting such appointment and

                                      -55-
<PAGE>   133

thereupon such successor Administrative Agent, without further act, deed,
conveyance or transfer shall become vested with all of the properties, rights,
interests, powers, authorities and obligations of its predecessor hereunder with
like effect as if originally named as Administrative Agent hereunder. Upon
request of such successor Administrative Agent, the Borrower and the resigning
Administrative Agent shall execute and deliver such instruments of conveyance,
assignment and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Administrative Agent all such properties, rights, interests, powers, authorities
and obligations. The provisions of this Article VII shall thereafter remain
effective for such resigning Administrative Agent with respect to any actions
taken or omitted to be taken by such Administrative Agent while acting as the
Administrative Agent hereunder.

                 7.10 SHARING OF PAYMENTS. The Lenders agree among themselves
that, in the event that any Lender shall obtain payment in respect of any Loan
or any other obligation owing to the Lenders under this Agreement through the
exercise of a right of set-off, banker's lien, counterclaim or otherwise in
excess of its ratable share of payments received by all of the Lenders on
account of the Loans and other obligations (or if no Loans are outstanding,
ratably according to the respective amounts of the Commitments), such Lender
shall promptly purchase from the other Lenders participations in such Loans and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all of the Lenders share such
payment in accordance with such ratable shares. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of set-off, banker's lien, counterclaim or otherwise as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of
participations theretofore sold, return its share of that benefit to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including set-off,
banker's lien or counterclaim, with respect to such participation as fully as if
such Lender were a holder of such Loan or other obligation in the amount of such
participation. The Lenders further agree among themselves that, in the event
that amounts received by the Lenders and the Administrative Agent hereunder are
insufficient to pay all such obligations or insufficient to pay all such
obligations when due, the fees and other amounts owing to the Administrative
Agent in such capacity shall be paid therefrom before payment of obligations
owing to the Lenders under this Agreement. Except as otherwise expressly
provided in this Agreement, if any Lender or the Administrative Agent shall fail
to remit to the Administrative Agent or any other Lender an amount payable by
such Lender or the Administrative Agent to the Administrative Agent or such
other Lender pursuant to this Agreement on the date when such amount is due,
such payments shall be made together with interest thereon for each date from
the date such amount is due until the date such amount is paid to the
Administrative Agent or such other Lender at a rate per annum equal to the rate
at which borrowings are available to the payee in its overnight federal funds
market. It is further understood and agreed among the Lenders and the
Administrative Agent that if any Lender shall engage in any other transactions
with the Borrower and shall have the benefit of any collateral or

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<PAGE>   134

security therefor which does not expressly secure the obligations arising under
this Agreement except by virtue of a so-called dragnet clause or comparable
provision, such Lender shall be entitled to apply any proceeds of such
collateral or security first in respect of the obligations arising in connection
with such other transaction before application to the obligations arising under
this Agreement.

                 7.11 DOCUMENTATION AGENT. Morgan Guaranty Trust Company of New
York has been designated by the Borrower as "Documentation Agent" under this
Agreement. Other than its rights and remedies as a Lender hereunder, the
Documentation Agent shall have no administrative or other rights or
responsibilities.



                                  ARTICLE VIII.

                                  MISCELLANEOUS
                                  -------------


                 8.1 AMENDMENTS, ETC. (a) No amendment, modification,
termination or waiver of any provision of this Agreement nor any consent to any
departure therefrom shall be effective unless the same shall be in writing and
signed by the Required Lenders and the Borrower, and, to the extent any rights
or duties of the Administrative Agent may be affected thereby, the
Administrative Agent, PROVIDED, HOWEVER, that no such amendment, modification,
termination, waiver or consent shall, without the consent of the Administrative
Agent and all of the Lenders, (i) authorize or permit the extension of time for,
or any reduction of the amount of, any payment of the principal of, or interest
on, the Notes, or any fees or other amount payable hereunder, (ii) amend or
terminate the respective Commitments of any Lender set forth on the signature
pages hereof or modify the provisions of this Section regarding the taking of
any action under this Section, or the provisions of Section 7.10, or the
provisions of the first sentence of Section 8.6, or the definition of Required
Lenders, or (iii) provide for the release of any Guarantor.

                           (b)       Any  such  amendment, waiver or consent 
shall be effective only in the specific instance and for the specific purpose
for which given.

                 8.2 NOTICES. (a) All notices and other communications hereunder
shall be in writing and shall be delivered or sent to the Borrower, the
Administrative Agent, and the Lenders at the respective addresses or numbers for
notices set forth on the signature pages hereof, or to such other address or
number as may be designated by the Borrower, the Administrative Agent, or any
Lender by notice to the other parties hereto. All notices and other
communications shall be deemed to have been given at the earlier of (i) the time
of actual delivery thereof to such address or number, or (ii) if sent by
certified or registered mail, postage prepaid, to such address, on the third day
after the date of mailing, if deposited prepaid with a nationally recognized
overnight delivery service guaranteeing next day delivery to such address, prior
to the deadline for next day


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<PAGE>   135

delivery, on the Business Day next following such deposit, or (iii) if sent by
facsimile transmission, upon confirmation of receipt by telephone at the number
specified for confirmation, PROVIDED, HOWEVER, that notices to the
Administrative Agent shall not be effective until received.

                           (b)       Notices  by  the  Borrower  to  the  
Administrative Agent with respect to terminations or reductions of the
Commitments pursuant to Section 2.3(a), requests for Advances pursuant to
Section 2.5, requests for continuations or conversions of Loans pursuant to
Section 2.8 and notices of prepayment pursuant to Section 3.1 shall be
irrevocable and binding on the Borrower.

                 8.3 NO WAIVER BY CONDUCT; REMEDIES CUMULATIVE. No course of
dealing on the part of the Administrative Agent or any Lender, nor any delay or
failure on the part of the Administrative Agent or any Lender in exercising any
right, power or privilege hereunder shall operate as a waiver of such right,
power or privilege or otherwise prejudice the Administrative Agent's or such
Lender's rights and remedies hereunder; nor shall any single or partial exercise
thereof preclude any further exercise thereof or the exercise of any other
right, power or privilege. No right or remedy conferred upon or reserved to the
Administrative Agent or any Lender under this Agreement, any of the Notes, or
any Guaranty is intended to be exclusive of any other right or remedy, and every
right and remedy shall be cumulative and in addition to every other right or
remedy granted thereunder or now or hereafter existing under any applicable law.
Every right and remedy granted by this Agreement, any of the Notes, any
Guaranty, or by applicable law to the Administrative Agent or any Lender may be
exercised from time to time and as often as may be deemed expedient by the
Administrative Agent or any Lender and, unless contrary to the express
provisions of this Agreement, the Notes, or any Guaranty, irrespective of the
occurrence or continuance of any Default or Event of Default.

                 8.4 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms,
covenants, agreements, representations and warranties of the Borrower or any
Guarantor made herein or in any Guaranty or in any certificate, report,
financial statement or other document furnished by or on behalf of the Borrower
or any Guarantor in connection with this Agreement or any Guaranty shall be
deemed to be material and to have been relied upon by the Lenders,
notwithstanding any investigation heretofore or hereafter made by any Lender or
on such Lender's behalf, and those covenants and agreements of the Borrower set
forth in Section 3.7, 3.9 and 8.5 hereof shall survive the repayment in full of
the Loans and the termination of the Commitments.

                 8.5 EXPENSES. (a) The Borrower agrees to pay, or reimburse the
Administrative Agent for the payment of, on demand, (i) the reasonable fees and
expenses of counsel to the Administrative Agent, including without limitation
the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freeman, in
connection with the preparation, execution, delivery and administration of this
Agreement, the Notes, the Guaranties, and the consummation of the transactions
contemplated hereby, and in connection with advising the Administrative Agent as
to its rights and responsibilities with respect thereto, and in connection with
any amendments, waivers or consents in connection therewith, and (ii) all stamp
and other taxes and

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<PAGE>   136

fees payable or determined to be payable in connection with the execution,
delivery, filing or recording of this Agreement, the Notes, the Guaranties and
the consummation of the transactions contemplated hereby, and any and all
liabilities with respect to or resulting from any delay in paying or omitting to
pay such taxes or fees, and (iii) all reasonable costs and expenses of the
Administrative Agent and the Lenders (including reasonable fees and expenses of
counsel and whether incurred through negotiations, legal proceedings or
otherwise) in connection with any Default or Event of Default or the enforcement
of, or the exercise or preservation of any rights under, this Agreement or the
Notes or any Guaranty, or in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement.

                           (b)     The  Borrower hereby indemnifies and agrees
to hold harmless the Lenders and the Administrative Agent, and its officers,
directors, employees and agents, harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses of any kind or nature whatsoever
which the Lenders or the Administrative Agent or any such person may incur or
which may be claimed against any of them by reason of or in connection with any
Letter of Credit, and neither any Lender nor the Administrative Agent or any of
its officers, directors, employees or agents shall be liable or responsible for:
(i) the use which may be made of any Letter of Credit or for any acts or
omissions of any beneficiary in connection therewith; (ii) the validity,
sufficiency or genuineness of documents or of any endorsement thereon, even if
such documents should in fact prove to be in any or all respects invalid,
insufficient, fraudulent or forged; (iii) payment by the Administrative Agent to
the beneficiary under any Letter of Credit against presentation of documents
which do not comply with the terms of any Letter of Credit, including failure of
any documents to bear any reference or adequate reference to such Letter of
Credit; (iv) any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit; or (v) any other event or circumstance
whatsoever arising in connection with any Letter of Credit; PROVIDED, HOWEVER,
that the Borrower shall not be required to indemnify the Lenders and the
Administrative Agent and such other persons, and the Lenders shall be liable to
the Borrower to the extent, but only to the extent, of any direct, as opposed to
consequential or incidental, damages suffered by the Borrower which were caused
by (A) the Administrative Agent's wrongful dishonor of any Letter of Credit
after the presentation to it by the beneficiary thereunder of a draft or other
demand for payment and other documentation strictly complying with the terms and
conditions of such Letter of Credit, or (B) the payment by the Administrative
Agent to the beneficiary under any Letter of Credit against presentation of
documents which do not comply with the terms of the Letter of Credit to the
extent, but only to the extent, that such payment constitutes gross negligence
of willful misconduct of the Administrative Agent. It is understood that in
making any payment under a Letter of Credit the Administrative Agent will rely
on documents presented to it under such Letter of Credit as to any and all
matters set forth therein without further investigation and regardless of any
notice or information to the contrary, and such reliance and payment against
documents presented under a Letter of Credit substantially complying with the
terms thereof shall not be deemed gross negligence or willful misconduct of the
Administrative Agent in connection with such payment. It is further acknowledged
and agreed that the Borrower may have rights against the beneficiary or others
in connection with any Letter of Credit with respect to which the


                                      -59-
<PAGE>   137

Lenders are alleged to be liable and it shall be a precondition of the
assertion of any liability of the Lenders under this Section that the Borrower
shall first have exhausted all remedies in respect of the alleged loss against
such beneficiary and any other parties obligated or liable in connection with
such Letter of Credit and any related transactions.

                           (c)       The Borrower hereby indemnifies and agrees
to hold harmless the Lenders and the Administrative Agent, and its officers,
directors, employees and agents, from and against any and all claims, damages,
losses, liabilities, costs or expenses of any kind or nature whatsoever
(including reasonable attorneys fees and disbursements incurred in connection
with any investigative, administrative or judicial proceeding whether or not
such person shall be designated as a party thereto) which the Lenders or the
Administrative Agent or any such person may incur or which may be claimed
against any of them by reason of or in connection with entering into this
Agreement or the transactions contemplated hereby, including without limitation
those arising under Environmental Laws; PROVIDED, HOWEVER, that no Borrower
shall be required to indemnify any such Lender and the Administrative Agent or
such other person, to the extent, but only to the extent, that such claim,
damage, loss, liability, cost or expense is attributable to the gross negligence
or willful misconduct of such Lender or the Administrative Agent, as the case
may be.

                           (d)       In  consideration  of the  execution  and 
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds the Administrative Agent,
each Lender and each of its officers, directors, employees and agents
(collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith, including reasonable
attorneys' fees and disbursements (collectively, the "INDEMNIFIED LIABILITIES"),
incurred by the Indemnified Parties or any of them as a result of, or arising
out of, or relating to:

                                     (i)        any  transaction financed or to
be financed in whole or in part, directly or indirectly, with the proceeds of
any Loan;

                                     (ii)       the entering into and  
performance of this Agreement and any other agreement or instrument executed in
connection herewith by any of the Indemnified Parties (including any action
brought by or on behalf of the Borrower as the result of any determination by
the Required Lenders not to fund any Loan);

                                     (iii)      any   investigation, litigation
or proceeding related to any acquisition or proposed acquisition by the Borrower
or any of its Subsidiaries of any portion of the stock or assets of any person;

                                     (iv)       any investigation, litigation
or proceeding related to any environmental cleanup, audit, compliance or other
matter relating to the protection of the environment or the release by the
Borrower or any of its Subsidiaries of any Hazardous Material;


                                      -60-
<PAGE>   138

or

                                     (v)        the  presence  on  or  under,  
or the escape, seepage, leakage, spillage, discharge, emission, discharging or
releasing from, any real property owned or operated by the Borrower, or any of
its Subsidiaries of any Hazardous Material (including any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within the control of,
the Borrower or such Subsidiary, except for any such Indemnified Liabilities
arising for the account of a particular Indemnified Party by reason of the
activities of the Indemnified Party on the property of the Borrower conducted
subsequent to a foreclosure on such property by the Lenders or by reason of the
relevant Indemnified Party's gross negligence or willful misconduct or breach of
this Agreement, and if and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. The Borrower shall be
obligated to indemnify the Indemnified Parties for all Indemnified Liabilities
subject to and pursuant to the foregoing provisions, regardless of whether the
Borrower or any of its Subsidiaries had knowledge of the facts and circumstances
giving rise to such Indemnified Liability.

                 8.6 SUCCESSORS AND ASSIGNS. (a) This Agreement shall be binding
upon and inure to the benefit of the parties hereto and its successors and
assigns, PROVIDED neither the Borrower nor any Guarantor may, without the prior
consent of the Lenders, assign its rights or obligations hereunder, under the
Notes or under any Guaranty and the Lenders shall not be obligated to make any
Loan hereunder to any entity other than the Borrower.

                           (b)       Any Lender may sell to any financial  
institution or institutions, and such financial institution or institutions may
further sell, a participation interest (undivided or divided) in, the Loans and
such Lender's rights and benefits under this Agreement, the Notes and the
Guaranties, and to the extent of that participation interest such participant or
participants shall have the same rights and benefits against the Borrower under
Section 3.7, 3.9 and 6.2(c) as it or they would have had if such participant or
participants were the Lender making the Loans to the Borrower hereunder,
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement shall
remain unmodified and fully effective and enforceable against such Lender, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
its Notes for all purposes of this Agreement, (iv) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and (v) such Lender shall not grant to its
participant any rights to consent or withhold consent to any action taken by
such Lender or the Administrative Agent under this Agreement other than action
requiring the consent of all of the Lenders hereunder.

                           (c)       The  Administrative  Agent  from  time  to
time in its sole discretion may appoint agents for the purpose of servicing and
administering this Agreement and the

                                      -61-
<PAGE>   139

transactions contemplated hereby and enforcing or exercising any rights or
remedies of the Administrative Agent provided under this Agreement, the Notes,
any Guaranty or otherwise. In furtherance of such agency, the Administrative
Agent may from time to time direct that the Borrower and the Guarantors provide
notices, reports and other documents contemplated by this Agreement (or
duplicates thereof) to such agent. The Borrower hereby consents to the
appointment of such agent and agrees to provide all such notices, reports and
other documents and to otherwise deal with such agent acting on behalf of the
Administrative Agent in the same manner as would be required if dealing with the
Administrative Agent itself.

                           (d)       Each Lender may, with the prior consent of
the Borrower (which consent shall not be unreasonably withheld and may not be
withheld if any Event of Default or Default has occurred and is continuing) and
the prior written consent of the Administrative Agent (which consent shall not
be unreasonably withheld), assign to one or more banks or other entities all or
a portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Loans owing to it and the
Note held by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a
uniform, and not a varying, percentage of all rights and obligations, (ii)
except in the case of an assignment of all of a Lender's rights and obligations
under this Agreement, (A) the amount of the Commitment of the assigning Lender
being assigned pursuant to each such assignment (determined as of the date of
the Assignment and Acceptance with respect to such assignment) shall in no event
be less than $5,000,000, and in integral multiples of $5,000,000 thereafter, or
such lesser amount as the Borrower and the Administrative Agent may consent to
and (B) after giving effect to each such assignment, the amount of the
Commitment of the assigning Lender shall in no event be less than $5,000,000,
(iii) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance in the form of EXHIBIT J hereto (an "ASSIGNMENT AND
ACCEPTANCE"), together with any Note subject to such assignment and a processing
and recordation fee of $3,000, and (iv) any Lender may without the consent of
the Borrower or the Administrative Agent, and without paying any fee, assign to
any Affiliate of such Lender that is a bank or financial institution all of its
rights and obligations under this Agreement. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in such
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                           (e)       By  executing  and  delivering  an  
Assignment and Acceptance, the Lender assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no


                                      -62-
<PAGE>   140

responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of their obligations under this Agreement or
any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.6 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated
to the Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vi) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

                           (f)       The  Administrative  Agent shall  maintain
at its address designated on the signature pages hereof a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Advances owing to, each Lender from time to time (the
"REGISTER"). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each person 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 the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

                           (g)       Upon its receipt of an  Assignment and 
Acceptance executed by an assigning Lender and an assignee, together with any
Note subject to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at their own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Note a new Note to the order of such assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, a new Note to the order of
the assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Note shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of EXHIBIT J hereto.

                                      -63-
<PAGE>   141

                           (h)       The  Borrower  shall not be liable for any
costs or expenses of any Lender in effectuating any participation or assignment
under this Section 8.6.

                           (i)       The  Lenders  may,  in  connection  with  
any assignment, participation or addition or proposed assignment, participation
or addition pursuant to this Section 8.6, disclose to the assignee or
participant or proposed assignee or participant any information relating to the
Borrower.

                           (j)       In addition,  the Borrower and the 
Administrative Agent may from time to time designate additional financial
institutions (the "Additional Lenders") to be parties to this Agreement and to
become a Lender hereunder upon the execution and delivery to the Administrative
Agent of an Assumption Agreement in the form of Exhibit K hereto (an "Assumption
Agreement"). Any Additional Lender shall become a party to this Agreement and be
considered a Lender hereunder for all purposes if (a) it shall execute and
deliver to the Administrative Agent an Assumption Agreement, (b) it shall make
Advances to the Borrower in the principal amount which bears the same ratio to
the amounts of the Advances of the other Lenders then outstanding as the
Commitment of such Additional Bank bears to the then Commitments of such other
Lenders, and (c) a copy of such Assumption Agreement and evidence satisfactory
to the Administrative Agent of the making of such Advances shall be furnished to
the Lenders. In connection with adding Additional Lenders, the aggregate Total
Commitments may be increased to an amount not to exceed $75,000,000 with the
consent of the Borrower and the Administrative Agent and without the consent of
any Lender.

                           (k)       Notwithstanding  any other provision set 
forth in this Agreement, any Lender may at any time create a security interest
in, or assign, all or any portion of its rights under this Agreement (including,
without limitation, the Loans owing to it and the Note held by it) in favor of
any Federal Reserve Lender in accordance with Regulation A of the Board of
Governors of the Federal Reserve System; PROVIDED that such creation of a
security interest or assignment shall not release such Lender from its
obligations under this Agreement.

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

                 8.8 GOVERNING LAW. This Agreement is a contract made under, and
shall be governed by and construed in accordance with, the law of the State of
Illinois applicable to contracts made and to be performed entirely within such
State and without giving effect to choice of law principles of such State. The
Borrower and each Lender further agrees that any legal action or proceeding with
respect to this Agreement, any of the Notes, or any Guaranty, or the
transactions contemplated hereby may be brought in any court of the State of
Illinois, or in any court of the United States of America sitting in Illinois,
and the Borrower and each Lender hereby submits to and accepts generally and
unconditionally the jurisdiction of those courts with respect

                                      -64-
<PAGE>   142

to its person and property, and irrevocably consents to the service of process
in connection with any such action or proceeding by personal delivery to the
Borrower or such Lender, as the case may be, or by the mailing thereof by
registered or certified mail, postage prepaid to the Borrower or such Lender, as
the case may be, at their address referred to in Section 8.2. Nothing in this
paragraph shall affect the right of the Lenders and the Administrative Agent to
serve process in any other manner permitted by law or limit the right of the
Lenders or the Administrative Agent to bring any such action or proceeding
against the Borrower or property in the courts of any other jurisdiction in
which property of the Borrower is located. The Borrower and each Lender hereby
irrevocably waives any objection to the laying of venue of any such suit or
proceeding in the above described courts located or sitting in Illinois.

                 8.9 TABLE OF CONTENTS AND HEADINGS. The table of contents and
the headings of the various subdivisions hereof are for the convenience of
reference only and shall in no way modify any of the terms or provisions hereof.

                 8.10 CONSTRUCTION OF CERTAIN PROVISIONS. If any provision of
this Agreement refers to any action to be taken by any person, or which such
person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such person, whether or not
expressly specified in such provision.

                 8.11 INTEGRATION AND SEVERABILITY. This Agreement embodies the
entire agreement and understanding between the Borrower and the Administrative
Agent and the Lenders, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. In case any one or more of the
obligations of the Borrower under this Agreement, any of the Notes or any
Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining obligations of the
Borrower shall not in any way be affected or impaired thereby, and such
invalidity, illegality or unenforceability in one jurisdiction shall not affect
the validity, legality or enforceability of the obligations of the Borrower
under this Agreement, any of the Notes or any Guaranty in any other
jurisdiction.

                 8.12 INDEPENDENCE OF COVENANTS. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted by any such covenant, the fact that it would be permitted by an
exception to, or would be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or such condition exists.

                 8.13 INTEREST RATE LIMITATION. Notwithstanding any provisions
of this Agreement, the Notes or any Guaranty, in no event shall the amount of
interest paid or agreed to be paid by the Borrower exceed an amount computed at
the highest rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision of this Agreement, the
Notes or any Guaranty at the time performance of such provision shall be due,
shall involve exceeding the interest rate limitation validly prescribed by law
which a court of competent jurisdiction may deem applicable hereto, then, IPSO
FACTO, the obligations to be fulfilled


                                      -65-
<PAGE>   143

shall be reduced to an amount computed at the highest rate of interest
permissible under applicable law, and if for any reason whatsoever the Lender
shall ever receive as interest an amount which would be deemed unlawful under
such applicable law such interest shall be automatically applied to the payment
of principal of the Loans outstanding hereunder (whether or not then due and
payable) and not to the payment of interest, or shall be refunded to the
Borrower if such principal and all other obligations of the Borrower to the
Lenders have been paid in full.

                 8.14 INDEBTEDNESS UNDER EXISTING CREDIT AGREEMENT. This
Agreement and the Loans made pursuant to Article II are in substitution for the
Existing Credit Agreement and the loans made under the Existing Credit
Agreement, and the Notes delivered to the Lenders hereunder are delivered in
exchange and in substitution for the notes issued pursuant to the Existing
Credit Agreement. The commitments under the Existing Credit Agreement are
superseded and replaced by the Commitments hereunder. The initials Loans
hereunder shall be used to pay all Indebtedness owing under the notes issued
pursuant to the Existing Credit Agreement.

                 8.15 WAIVER OF JURY TRIAL. The Lenders, the Administrative
Agent and the Borrower, after consulting or having had the opportunity to
consult with counsel, knowingly, voluntarily and intentionally waive any right
any of them may have to a trial by jury in any litigation based upon or arising
out of this Agreement or any related instrument or agreement or any of the
transactions contemplated by this Agreement or any course of conduct, dealing,
statements (whether oral or written) or actions of either of them. None of the
Lenders, the Administrative Agent or the Borrower shall seek to consolidate, by
counterclaim or otherwise, any such action in which a jury trial has been waived
with any other action in which a jury trial cannot be or has not been waived.
These provisions shall not be deemed to have been modified in any respect or
relinquished by any of the Lenders, the Administrative Agent or the Borrower
except by a written instrument executed by all of them.

                [The rest of this page intentionally left blank.]

                                      -66-
<PAGE>   144




                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered on the ___ day of April, 1997, which
shall be the Effective Date of this Agreement, notwithstanding the day and year
first above written.


Address for Notices:                          NATIONAL AUTO CREDIT, INC.

National Auto Credit                          By:
30000 Aurora Road                                ------------------------------
Solon, Ohio 44139                               Its:
Attention:  General Counsel                         ---------------------------
Telephone No. (216) 349-1000
Facsimile No. (216) 349-0442
Facsimile Confirmation
  Number:  (216) 349-1000                     And:
                                                  -----------------------------
                                                Its:
                                                    ---------------------------

                                      -67-
<PAGE>   145




                                         THE FIRST NATIONAL BANK OF 
                                         CHICAGO, as Administrative Agent and as
                                         a Lender


The First National Bank of Chicago       By:
One First National Plaza, Suite 0084        -----------------------------------
Chicago, Illinois 60670                     Its:
Attention: Craig Goldsmith                      -------------------------------

Telephone No.: (312) 732-2822
Facsimile No.: (312) 732-6222
Facsimile Confirmation
  Number: (312) 732-2822

Commitment Amount:
$15,000,000

Percentage of Total Commitments: 25.641%

                                      -68-
<PAGE>   146





                                            MORGAN GUARANTY TRUST
                                            COMPANY OF NEW YORK, as
                                            Documentation Agent and as a Lender


60 Wall Street                              By:
New York, New York 10260                       --------------------------------
Attention:  Seija Hurskainen                   Its:
Telephone No.: (212) ___-____                      ----------------------------
Facsimile No.: (212) ____-____
Facsimile Confirmation
  Number: (212) ___-______

Commitment Amount:
$13,500,000

Percentage of Total Commitments: 23.077%

                                      -69-
<PAGE>   147




                                                THE BANK OF NEW YORK


The Bank of New York                            By:
One Wall Street, 22nd Floor                        ----------------------------
New York, New York 10286                           Its:
Attention:                                             ------------------------

   -----------------------   
Telephone No.: (212) ___-____
Facsimile No.: (212) ___-____
Facsimile Confirmation
  Number: (212) ___-____

Commitment Amount:
$12,000,000

Percentage of Total Commitments: 20.513%:


                                      -70-
<PAGE>   148




                                               FIRST UNION NATIONAL BANK OF
                                               NORTH CAROLINA


One First Union Center                          By:
Charlotte, North Carolina 28207                    ----------------------------
Attention: Mary J. Amatore                         Its:
Telephone No.: (704) 374-2641                          ------------------------
Facsimile No.: (704) 374-2802
Facsimile Confirmation
  Number: (704) 374-4426

Commitment Amount:
$12,000,000

Percentage of Total Commitments: 20.513%


                                      -71-
<PAGE>   149




                                              THE HUNTINGTON NATIONAL BANK


912 Euclid Avenue                             By:
Cleveland, Ohio                                  ------------------------------
Attention: Christine Gencer                     Its:
Telephone No.: (216) 515-6090                       ---------------------------
Facsimile No.: (216) 515-6082
Facsimile Confirmation
  Number: (216) 515-6090

Commitment Amount:
$6,000,000

Percentage of Total Commitments: 10.256%


Total Commitments
$58,500,000

                                       72
<PAGE>   150
                                    EXHIBIT A

                                 BID-OPTION NOTE
                                 ---------------

                                                                April __, 1997

                                                              Chicago, Illinois

         For value received, NATIONAL AUTO CREDIT, INC., a Delaware corporation
(the "Borrower"), promises to pay to the order of  _____________________ (the 
"Lender"), the unpaid principal amount of each Bid-Option Loan made by the
Lender to the Borrower pursuant to the Credit Agreement referred to below, on
the last day of the Interest Period relating to such Loan. The Borrower further
promises to pay interest on the aggregate unpaid principal amount of such
Bid-Option Loans on the dates and at the rates negotiated as provided in the
Credit Agreement. All such payments of principal and interest with respect to
Bid-Option Loans shall be made in Dollars in immediately available funds at the
Administrative Agent's principal office in Chicago, Illinois.

         Presentment, demand for payment, notice of non-payment, protest and
further notice or demand of any kind in connection with this Bid-Option Note are
hereby expressly waived by the Borrower and each endorser or guarantor hereof.

         This Bid-Option Note evidences one or more Bid-Option Loans made under
the Long-Term Credit Agreement, dated as of April __, 1997, as amended,
supplemented or otherwise modified from time to time (the "Credit Agreement"),
by and among the Borrower, the Lenders (including the Lender) party thereto, The
First National Bank of Chicago, as Administrative Agent, and Morgan Guaranty
Trust Company of New York, as Documentation Agent, to which reference is hereby
made for a statement of the circumstances under which this Bid-Option Note is
subject to prepayment and under which its due date may be accelerated and for a
description of the Guaranties securing this Bid-Option Note. Capitalized terms
used but not defined in this Bid-Option Note shall have the respective meanings
ascribed thereto in the Credit Agreement.

         This Bid-Option Note is made under, and shall be governed by and
construed in accordance with, the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State and without giving
effect to choice of law principles of such State.

                                           NATIONAL AUTO CREDIT, INC.

                                           By: ________________________________

                                           Its: _______________________________
                                           And:________________________________

                                           Its:________________________________


<PAGE>   151
                                    EXHIBIT B
                                    ---------

                               GUARANTY AGREEMENT
                               ------------------

                              (                   )
                              ---------------------



                  THIS GUARANTY AGREEMENT, dated as of April ______, 1997 (this
"Guaranty"), is made by _________________________, a ________ corporation (the
"Guarantor"), in favor of the lenders which are from time to time parties to the
Credit Agreement hereinafter defined (collectively the "Lenders" and each a
"Lender") and The First National Bank of Chicago, a national banking
association, as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders under the Credit Agreement;

                                    RECITALS
                                    --------

                  A. National Auto Credit, Inc., a Delaware corporation (the
"Borrower"), has entered into a Long-Term Credit Agreement, dated as of April
_____, 1997 (as amended or modified from time to time, the "Credit Agreement"),
with the Lenders, Morgan Guaranty Trust Company of New York, as documentation
agent for the Lenders under the Credit Agreement, and the Administrative Agent
pursuant to which the Lenders may make Advances to the Borrower.

                  B. As a condition to the effectiveness of the obligations of
the Lenders under the Credit Agreement, the Guarantor is required to guarantee,
among other things, the obligations of the Borrower in respect of the Advances
and other obligations of the Borrower under the Notes and the Credit Agreement.

                  C. The Guarantor has reviewed the Credit Agreement, the Notes,
and all other documents, agreements, instruments and certificates furnished by
or on behalf of the Borrower in connection therewith (all of the foregoing, as
amended or modified from time to time and together with any agreements or
instruments in replacement thereof, being herein collectively referred to as the
"Operative Documents"), and the Guarantor has determined that it is in its
interest and to its financial benefit that the parties to the Operative
Documents enter into the transactions contemplated thereby.

                  For valuable consideration, the receipt of which is hereby
acknowledged and as further consideration, and as an inducement to the Lenders
and the Administrative Agent to maintain the credit facilities established by
the Operative Documents, the Guarantor agrees with the Lenders and the
Administrative Agent as follows:

                  1. Guarantee of Obligations. (a) The Guarantor hereby (i)
guarantees to the Lenders the prompt payment of the principal of and any and all
accrued and unpaid interest (including without limitation interest which, but
for the filing of a bankruptcy petition, would have accrued on the principal
amount of the Guaranteed Obligations hereinafter defined) on the Advances, when
due, whether by scheduled maturity, acceleration or otherwise, all in accordance
with the terms of the Notes




<PAGE>   152

and the Credit Agreement, and any and all other amounts which may be payable by
the Borrower to the Lenders, or any one or more of them, in connection with or
pursuant to any of the Operative Documents, including without limitation default
interest, indemnification payments and all costs and expenses incurred by any
Lender or the Administrative Agent in connection with enforcing any obligations
of the Borrower thereunder, including without limitation the reasonable fees and
disbursements of counsel, including without limitation counsel who are employees
of any Lender or the Administrative Agent, and (ii) agrees to make prompt
payment, on demand, of any and all costs and expenses incurred by the Lenders or
the Administrative Agent in connection with enforcing the obligations of the
Guarantor hereunder, including, without limitation, the reasonable fees and
disbursements of counsel, including without limitation counsel who are employees
of any Lender or the Administrative Agent (all of the foregoing being
collectively referred to as the "Guaranteed Obligations").

               (a) If for any reason any amount payable under or in connection
with any Operative Document shall not be paid in full when the same becomes due
and payable, the Guarantor undertakes to pay forthwith each such amount to the
Lenders and the Administrative Agent regardless of any defense or setoff or
counterclaim which the Borrower may have or assert, and regardless of any other
condition or contingency.

               (b) The date and amount of the Advances and of each payment of
principal and interest thereon and other amounts received, and the aggregate
amount thereof shown upon the books and records of the respective Lenders or the
Administrative Agent or upon the schedules attached to the Notes, and in any
certificate delivered by any Lender or the Administrative Agent to the Guarantor
in respect thereof, shall be prima facie evidence of the amount due, owing and
unpaid on the Advances. The failure to record any such information on such books
and records or upon such schedule shall not, however, limit or otherwise affect
the obligations of the Borrower to repay the amount of the Advances together
with accrued interest thereon or the obligations of the Guarantor hereunder with
respect thereto.

          2. NATURE OF GUARANTY. This Guaranty is an absolute and unconditional
and irrevocable guaranty of payment and not a guaranty of collection and is
wholly independent of and in addition to other rights and remedies of the
Lenders and the Administrative Agent and is not contingent upon the pursuit by
the Lenders or the Administrative Agent of any such rights and remedies, such
pursuit being hereby waived by the Guarantor.

          3. WAIVERS AND OTHER AGREEMENTS. The Guarantor hereby unconditionally
(a) waives any requirement that the Lenders or the Administrative Agent, in the
event of any default by the Borrower, first make demand upon, or seek to enforce
remedies against, the Borrower before demanding payment under or seeking to
enforce this Guaranty, (b) covenants that this Guaranty will not be discharged
except by complete performance of all obligations of the Borrower contained in
the Operative Documents, (c) agrees that this Guaranty shall remain in full
force and effect without regard

                               GUARANTY AGREEMENT
                               ------------------
                                      -2-
<PAGE>   153

to, and shall not be affected or impaired, without limitation, by any
invalidity, irregularity or unenforceability in whole or in part of any of the
Operative Documents, or any limitation on the liability of the Borrower
thereunder, or any limitation on the method or terms of payment thereunder which
may now or hereafter be imposed in any manner whatsoever, (d) waives diligence,
presentment and protest with respect to, and any notice of default or dishonor
in the payment of any amount at any time payable by the Borrower under or in
connection with, any of the Operative Documents, and further waives any
requirement of notice of acceptance of, or other formality relating to, this
Guaranty and (e) agrees that the Guaranteed Obligations shall include any
amounts paid by the Borrower which may be required to be returned to the
Borrower, or to its representative or to a trustee, custodian or receiver for
the Borrower.

                  4. OBLIGATIONS ABSOLUTE. The obligations, covenants,
agreements and duties of the Guarantor under this Guaranty shall not be
released, affected or impaired by any of the following whether or not undertaken
with notice to or consent of the Guarantor: (a) any assignment or transfer, in
whole or in part, of the Loans, or any of the Operative Documents, or (b) any
waiver by the Lenders or the Administrative Agent, or by any other person, of
the performance or observance by the Borrower of any of the agreements,
covenants, terms or conditions contained in any of the Operative Documents, or
(c) any indulgence in or the extension of the time for payment by the Borrower
of any amounts payable under or in connection with any of the Operative
Documents, or of the time for performance by the Borrower of any other
obligations under or arising out of any of the Operative Documents, or the
extension or renewal thereof, whether occurring once or more than once, or (d)
the modification, amendment or waiver (whether material or otherwise) of any
duty, agreement or obligation of the Borrower set forth in any of the Operative
Documents (the modification, amendment or waiver from time to time of the Credit
Agreement or the Notes being expressly authorized without further notice to or
consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of the Borrower,
or any receivership, insolvency, bankruptcy, reorganization, or other similar
proceedings affecting the Borrower or any of its assets, or (f) the release of
any security, if any, for the obligations of the Borrower under any of the
Operative Documents, or the impairment of or failure to perfect an interest in
any such security, or (g) the merger or consolidation of the Borrower or the
Guarantor with any other person, or (h) the release or discharge of the Borrower
or the Guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of the Operative Documents by operation of
law, or (i) any other cause whether similar or dissimilar to the foregoing which
would release, affect or impair the obligations, covenants, agreements or duties
of the Guarantor hereunder.

                  5. REPRESENTATIONS AND WARRANTIES. The Guarantor represents
and warrants that (a) the execution, delivery and performance by the Guarantor
of this Guaranty are within its corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, and do not contravene, or constitute a default
under, any provision of applicable law or regulation or of the articles of
incorporation or other charter documents or bylaws of the Guarantor, or of any
agreement, judgment, injunction, order, decree or other

                               GUARANTY AGREEMENT
                               ------------------

                                      -3-
<PAGE>   154

instrument binding upon the Guarantor or its property; (b) this Guaranty
constitutes a legal, valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors' rights and except that
the remedy of specific performance and injunctive and other forms of equitable
relief are subject to equitable defenses and to the discretion of the court for
which any proceedings may be brought; and (c) as of the date hereof (both before
and after the execution and delivery of this Guaranty), each of the following is
true and correct for the Guarantor: (i) the fair saleable value and the fair
valuation of the Guarantor's property is greater than the total amount of its
liabilities (including contingent liabilities) and greater than the amount that
would be required to pay its probable aggregate liability on its existing debts
as they become absolute and matured, (ii) the Guarantor's capital is not
unreasonably small in relation to its current and/or contemplated business or
other undertaken transactions, and (iii) the Guarantor does not intend to incur,
or believe that it will incur, debt beyond its ability to pay such debts as they
become due.

                  6. AMENDMENTS, ETC. This Guaranty may be amended from time to
time and any provision hereof may be waived by the parties hereto. No such
amendment or waiver of any provision of this Guaranty nor consent to any
departure by the Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders and, to the extent
any rights or duties of the Administrative Agent may be affected, the
Administrative Agent, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

                  7. NOTICES. All notices, demands, requests, consents and other
communications hereunder shall be in writing and shall be delivered or sent to
the Guarantor at the address or number for notices set forth under its name on
the signature page hereof, and to the Lenders and the Administrative Agent at
their respective addresses or numbers for notice set forth in the Credit
Agreement, or to such other address or number as may be designated by the
Guarantor, the Administrative Agent or any Lender by notice to the other parties
hereto. All notices and other communications shall be deemed to have been given
at the earlier of (i) the time of actual delivery thereof to such address or
number, or (ii) if sent by certified or registered mail, postage prepaid, to
such address, on the third day after the date of mailing, if deposited prepaid
with a nationally recognized overnight delivery service guaranteeing next day
delivery to such address, prior to the deadline for next day delivery, on the
Business Day next following such deposit, or if sent by telecopy, upon receipt
of confirmation of delivery to such number by customary means.

                  8. CONDUCT NO WAIVER; REMEDIES CUMULATIVE. The obligations of
the Guarantor under this Guaranty are continuing obligations and a separate and
independent cause of action shall arise in respect of each enforcement hereunder
and default hereunder or under the Credit Agreement. No course of dealing on the
part of any Lender or the Administrative Agent, nor any delay or failure on the
part of any Lender or the Administrative Agent in exercising any right, power or
privilege hereunder shall operate as a waiver of such right, power or privilege
or otherwise prejudice the rights


                               GUARANTY AGREEMENT
                               ------------------

                                      -4-
<PAGE>   155

and remedies of any of the Lenders or the Administrative Agent hereunder; nor
shall any single or partial exercise thereof preclude any further exercise
thereof or the exercise of any other right, power or privilege. No right or
remedy conferred upon or reserved to the Lenders or the Administrative Agent
under this Guaranty is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to every other
right or remedy given hereunder or now or hereafter existing under any
applicable law. Every right and remedy given by this Guaranty or by applicable
law to the Lenders or the Administrative Agent may be exercised from time to
time and as often as may be deemed expedient by them.

                  9. RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms,
covenants, agreements, representations and warranties of the Guarantor made
herein or in any certificate or other document delivered pursuant hereto shall
be deemed to be material and to have been relied upon by the Lenders and the
Administrative Agent, notwithstanding any investigation heretofore or hereafter
made by any Lender or the Administrative Agent or on its behalf.

                  10. SUCCESSORS AND ASSIGNS. The rights and remedies of the
Lenders and the Administrative Agent hereunder shall inure to the benefit of the
Lenders and the Administrative Agent and their respective successors and
assigns, and the duties and obligations of the Guarantor hereunder shall be
binding upon the Guarantor and its successors and assigns.

                  11. GOVERNING LAW; CONSENT TO JURISDICTION. This Guaranty is a
contract made under, and the rights and obligations of the parties hereunder,
shall be governed by and construed in accordance with, the laws of the State of
Illinois applicable to contracts to be made and to be performed entirely with
such State. The Guarantor further agrees that any legal action or proceeding
brought with respect to this Guaranty or the transactions contemplated hereby
may be brought in any court of the State of Illinois, or any court of the United
States of America sitting in Illinois, and the Guarantor hereby irrevocably
submits to and accepts generally and unconditionally the jurisdiction of those
courts with respect to its person and property.

                  12. DEFINITIONS;  HEADINGS.  Terms used but not  defined  
herein shall have the respective meanings ascribed thereto in the Credit
Agreement. The headings of the various subdivisions hereof are for convenience
of reference only and shall in no way modify any of the terms or provisions
hereof.

                  13. INTEGRATION; SEVERABILITY; ENFORCEABILITY. This Guaranty
embodies the entire agreement and understanding among the Guarantor, the Lenders
and the Administrative Agent, and supersedes all prior agreements and
understandings, relating to the subject matter hereof. If any one or more
provisions of this Guaranty should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected, impaired, prejudiced or
disturbed thereby. If at any time any portion of the obligations of the
Guarantor under this Guaranty shall be determined by a court of competent
jurisdiction to be invalid,

                               GUARANTY AGREEMENT
                               ------------------

                                      -5-
<PAGE>   156

unenforceable or avoidable, the remaining portion of the obligations of the
Guarantor under this Guaranty shall not in any way be affected, impaired,
prejudiced or disturbed thereby and shall remain valid and enforceable to the
fullest extent permitted by applicable law. If at any time all or any portion of
the obligation of the Guarantor under this Guaranty would otherwise be
determined by a court of competent jurisdiction to be invalid, unenforceable or
avoidable under Section 548 of the federal Bankruptcy Code or under a similar
applicable law of any jurisdiction, then notwithstanding any other provisions of
this Guaranty to the contrary such obligation or portion thereof of the
Guarantor under this Guaranty shall be limited to the greatest of (i) the value
of any quantifiable economic benefits accruing to the Guarantor as a result of
this Guaranty, (ii) an amount equal to 95% of the excess on the date the
relevant Guaranteed Obligations were incurred of the present fair saleable value
of the assets of the Guarantor over the amount of all liabilities of the
Guarantor, contingent or otherwise, and (iii) the maximum amount for which this
Guaranty is determined to be enforceable.

                  14. REINSTATEMENT. This Guaranty shall remain in full force
and effect and continue to be effective in the event any petition be filed by or
against the Company or the Guarantor for liquidation or reorganization, in the
event the Borrower or the Guarantor becomes insolvent or makes an assignment for
the benefit of creditors or in the event a receiver or trustee be appointed for
all or any significant part of the Borrower's or the Guarantor's assets, and
shall continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Guaranteed Obligations, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by the Administrative Agent or any Lender ,
whether as a "voidable preference", "fraudulent conveyance", or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Guaranteed Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

                  15. SUBROGATION AND CONTRIBUTION. If the Guarantor makes a
payment in respect of the Guaranteed Obligations it shall be subrogated to the
rights of the payee against the Borrower with respect to such payment and shall
have the rights of contribution set forth below against all other Guarantors (as
the term "Guarantors" is defined in the Credit Agreement, which includes all
current Guarantors of the Guaranteed Obligations and any person at any time
becoming a Guarantor of the Guaranteed Obligations), and the Guarantor agrees
that all other Guarantors shall have the rights of contribution against it set
forth below; provided that the Guarantor shall not enforce its rights to any
payment by way of subrogation or by exercising its right of contribution until
all of the Guaranteed Obligations shall have been paid in full in immediately
available funds and such payment is not subject to any possibility of revocation
or rescission and the Credit Agreement has expired or been terminated. If the
Guarantor makes a payment in respect of the Guaranteed Obligations that is
smaller in proportion to its Payment Share (as hereinafter defined) than such
payments made by the other Guarantors are in proportion to the amounts of their
respective Payment Shares, the Guarantor shall, when permitted by the preceding
sentence, pay to the other Guarantors an amount such that the net payments made
by the Guarantors in respect of the Guaranteed Obligations shall be shared among
the

                               GUARANTY AGREEMENT
                               ------------------

                                      -6-
<PAGE>   157

Guarantors pro rata in proportion to their respective Payment Shares. If the
Guarantor receives any payment by way of subrogation that is greater in
proportion to the amount of its Payment Share than the payments received by the
other Guarantors are in proportion to the amounts of their respective Payment
Shares, the Guarantor shall, when permitted by the second preceding sentence,
pay to the other Guarantors an amount such that the subrogation payments
received by the Guarantors shall be shared among the Guarantors pro rata in
proportion to their respective Payment Shares. Notwithstanding anything to the
contrary contained in this paragraph or in this Guaranty, the Guarantor shall
have no right of subrogation or contribution whatsoever, whether arising under
this Guaranty or otherwise, and no liability or obligation shall accrue pursuant
to any such rights or shall be paid or shall be deemed owing until all of the
Guaranteed Obligations shall be paid in full in immediately available funds and
not be subject to any possibility of revocation or rescission and the Credit
Agreement has expired or been terminated, and upon any enforcement of this
Guaranty all present and future indebtedness, obligations and liabilities of the
Company to the Guarantor shall be fully junior and subordinate in right and
priority of payment to the Guaranteed Obligations.

                  For purposes of this Guaranty, the "Payment Share" of the
Guarantor and of each of the other Guarantors, respectively, shall be the sum of
(a) the aggregate proceeds of the Guaranteed Obligations received by such
Guarantor (and, if received subject to a repayment obligation, remaining unpaid
on the Determination Date, as hereinafter defined), plus (b) the product of (i)
the aggregate Guaranteed Obligations remaining unpaid on the date such
Guaranteed Obligations become due and payable in full, whether by stated
maturity, acceleration, or otherwise (the "Determination Date") reduced by the
amount of such Guaranteed Obligations attributed to all of the Guarantors
pursuant to clause (a) above, times (ii) a fraction, the numerator of which is
such Guarantor's net worth on the effective date of this Agreement (determined
as of the end of the immediately preceding fiscal reporting period of the
Guarantor), and the denominator of which is the aggregate net worth of all of
the Guarantors, determined for each Guarantor on the respective effective date
of the Guaranty signed by such Guarantor.


                               GUARANTY AGREEMENT
                               ------------------

                                      -7-
<PAGE>   158



                  IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be duly executed, delivered, and effective, as of the ______ day of April, 1997,
which shall be deemed the effective date of this Guaranty.

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

                                             By:
                                                -------------------------------

                                               Its:
                                                   ----------------------------

                                             ADDRESS FOR NOTICES:

                                             3000 Aurora Road
                                             Solon, Ohio 44139
                                             Attention:________________
                                             Telephone No.:(216) 349-1000
                                             Facsimile No.: (216) 349-0442
                                             Facsimile Confirmation
                                             Number: (216) 349-1000


                               GUARANTY AGREEMENT
                               ------------------


                                      -8-
<PAGE>   159
                                    EXHIBIT C

                              REVOLVING CREDIT NOTE
                              ---------------------

$__________                                                    April ____, 1997




                  FOR VALUE RECEIVED, NATIONAL AUTO CREDIT, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
__________________________________ (the "Lender"), at the principal banking
office of the Administrative Agent in lawful money of the United States of
America and in immediately available funds, the principal sum of _____ Million
Dollars ($__________), or such lesser amount as is recorded in the books and
records of the Lender, on the Termination Date; and to pay interest on the
unpaid principal balance hereof from time to time outstanding, in like money and
funds, for the period from the date hereof until the Revolving Credit Loans
evidenced hereby shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement referred to below.

                  The Lender is hereby authorized by the Borrower to record on
its books and records, the date, amount and type of each Loan, the duration of
the related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon and the other information provided for on such
books and records, which books and records shall constitute prima facie evidence
of the information so recorded, provided, however, that any failure by the
Lender to record any such information shall not relieve the Borrower of its
obligation to repay the outstanding principal amount of such Loans, all accrued
interest thereon and any amount payable with respect thereto in accordance with
the terms of this Note and the Credit Agreement.

                  The Borrower and each endorser or guarantor hereof waives
demand, presentment, protest, diligence, notice of dishonor and any other
formality in connection with this Note. Should the indebtedness evidenced by
this Note or any part thereof be collected in any proceeding or be placed in the
hands of attorneys for collection, the Borrower agrees to pay, in addition to
the principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including attorneys' fees and expenses.

                  This Note evidences one or more Revolving Credit Loans made
under a Long-Term Credit Agreement, dated as of April ____, 1997 (the "Credit
Agreement"), by and among the Borrower, the lenders (including the Lender) named
therein, The First National Bank of Chicago, as administrative agent for the
lenders, and Morgan Guaranty Trust Company of New York, as documentation agent
for the lenders, to which reference is hereby made for a statement of the
circumstances under which this Note is subject to prepayment and under which its
due date may be accelerated and for a description of the Guaranties securing
this Note. Capitalized terms used but not defined in this Note shall have the
respective meanings assigned to them in the Credit Agreement.


<PAGE>   160

                  This Note is made under, and shall be governed by and
construed in accordance with, the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State and without giving
effect to choice of law principles of such State.

                                       NATIONAL AUTO CREDIT, INC.

                                       By:
                                          -------------------------------------

                                           Its:
                                               --------------------------------

                                       And:
                                           ------------------------------------

                                           Its:
                                               --------------------------------

                             REVOLVING CREDIT NOTE
                             ---------------------

                                     -2-
<PAGE>   161
                                    EXHIBIT D

                                 SWING LINE NOTE
                                 ---------------

                                                                April __, 1997
                                                              Chicago, Illinois

                  FOR VALUE RECEIVED, NATIONAL AUTO CREDIT, INC., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of THE FIRST NATIONAL BANK OF CHICAGO (the "Lender"), at the principal
banking office of the Administrative Agent in lawful money of the United States
of America and in immediately available funds, the unpaid principal amount of
the Swing Line Loans as evidenced by the books and records of the Lender, on the
Termination Date or such earlier date as the Lender may require under the Credit
Agreement referred to below, when the entire outstanding principal amount of the
Swing Line Loans evidenced hereby, and all accrued interest thereon, shall be
due and payable; and to pay interest on the unpaid principal balance hereof from
time to time outstanding, in like money and funds, for the period from the date
hereof until the Swing Line Loans evidenced hereby shall be paid in full, at the
rates per annum on and the dates provided in the Credit Agreement referred to
below.

                  The Lender is hereby authorized by the Borrower to record on
its books and records the date and the amount of each Swing Line Loan, the
applicable interest rate, the amount of each payment or prepayment of principal
thereon, and the other information provided for in such books and records, which
books and records shall constitute prime facie evidence of the information so
recorded, provided, however, that any failure by the Lender to record any such
notation shall not relieve the Borrower of its obligation to repay the
outstanding principal amount of this Swing Line Note, all accrued interest
hereon and any amount payable with respect hereto in accordance with the terms
of this Swing Line Note and the Credit Agreement.

                  The Borrower and each endorser or guarantor hereof waive
presentment, protest, notice of dishonor and any other formality in connection
with this Swing Line Note. Should the indebtedness evidenced by this Swing Line
Note or any part thereof be collected in any proceeding or be placed in the
hands of attorneys for collection, the Borrower agrees to pay, in addition to
the principal, interest and other sums due and payable hereon, all costs of
collecting this Swing Line Note, including attorneys' fees and expenses.

                  This Swing Line Note evidences Swing Line Loans made under a
Long-Term Credit Agreement, dated as of April __, 1997 (as amended or modified
from time to time, the "Credit Agreement"), by and among National Auto Credit,
Inc., the lenders (including the Lender) named therein, The First National Bank
of Chicago, as administrative agent for the Lenders, and Morgan Guaranty Trust
Company of New York, as documentation agent for the Lenders, to which reference
is hereby made for a statement of the circumstances under which this Swing Line
Note is subject to prepayment and under which its due date may be accelerated
and a description of the Guaranties securing this Swing Line Note. Capitalized
terms used but not defined in this Swing Line Note shall


<PAGE>   162

have the respective meanings assigned to them in the Credit Agreement.

                  This Swing Line Note is made under, and shall be governed by
and construed in accordance with, the laws of the State of Illinois in the same
manner applicable to contracts made and to be performed entirely within such
State and without giving effect to choice of law principles of such State.

                                        NATIONAL AUTO CREDIT, INC.

                                        By: ___________________________________

                                            Its: ______________________________

                                        And: __________________________________

                                            Its: ______________________________


                                 SWING LINE NOTE
                                 ---------------

                                       -2-
<PAGE>   163
                                    EXHIBIT E

                            BID-OPTION QUOTE REQUEST
                            ------------------------

                                     [Date]

The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670

Attention:  _____________

         National Auto Credit, Inc., a Delaware corporation (the "Borrower"),
hereby requests offers to make Bid-Option Loans comprising the Bid-Option
Borrowing(s) described below pursuant to Section 2.2(b) of the Long-Term Credit
Agreement, dated as of April ___, 1997, as amended, supplemented or otherwise
modified (the "Credit Agreement"), by and among the Borrower, the Lenders, The
First National Bank of Chicago, as Administrative Agent, and Morgan Guaranty
Trust Company of New York, as Documentation Agent. Capitalized terms used but
not defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.

         Date of Bid-Option Borrowing(s): ________, 19__

         Aggregate Amount of each Bid-Option Borrowing:     (a) _______________*
                                                            (b) ______________
                                                            (c) ______________

         Interest Period:  (a) ______________**
                           (b) ______________
                           (c) ______________

                                                  NATIONAL AUTO CREDIT, INC.

                                                  By:__________________________

                                                  Its:_________________________

*Must be (a) $3,000,000 or a larger multiple of $500,000.

**Must comply with the definition of the term "Bid-Option Interest Period."

<PAGE>   164
                                    EXHIBIT F

                        INVITATION FOR BID-OPTION QUOTES
                        --------------------------------

                                     [Date]

To:      [Name of Bank]
         Attention:  ____________________

         Reference is made to the Long-Term Credit Agreement, dated as of April
____, 1997, as amended, supplemented or otherwise modified (the "Credit
Agreement"), by and among NATIONAL AUTO CREDIT, INC., a Delaware corporation
(the "Borrower"), the Lenders, THE FIRST NATIONAL BANK OF CHICAGO, as
Administrative Agent and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Documentation Agent. Capitalized terms used but not defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement.

         Pursuant to Section 2.2(c) of the Credit Agreement, The First National
Bank of Chicago, as Administrative Agent, is pleased on behalf of the Borrower
to invite you to submit Bid-Option Quotes to the Borrower for the Bid-Option
Borrowing(s) described below.

         Date of Bid-Option Borrowing(s): ________, 19__

                  Aggregate Amount of Each

                   Bid-Option Borrowing:                 Interest Period:
                   ---------------------                 ----------------

                  (a) ____________________             (a) ________________
                  (b) ____________________             (b) ________________
                  (c) ____________________             (c) ________________

                  Please respond to this invitation by no later than 1:00 p.m. 
(Chicago time) on _________________, 19__.*

                                          THE FIRST NATIONAL BANK OF CHICAGO, as
                                          Administrative Agent

                                          By: _________________________________

                                              Its: ____________________________

*    Insert date of Bid-Option Borrowing

<PAGE>   165
                                    EXHIBIT G

                                BID-OPTION QUOTE
                                ----------------

                                     [Date]

The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670

Attention:  _____________

         Reference is made to the Long-Term Credit Agreement, dated as of April
___, 1997, as amended, supplemented or otherwise modified (the "Credit
Agreement"), by and among NATIONAL AUTO CREDIT, INC., a Delaware corporation
(the "Borrower"), the Lenders, The First National Bank of Chicago, as
Administrative Agent, and Morgan Guaranty Trust Company of New York, as
Documentation Agent. Capitalized terms used but not defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement.

         In response to your Invitation for Bid-Option Quotes dated _____, 19__,
_________________________ (the "Lender"), hereby makes the following offer[s] to
make [a] Bid-Option Loan[s]:

         1.       Quoting Lender: ____________________________

                  Contact Person: _________________________

         2.       Date of proposed Borrowing: __________, 19__*

         3.       Quotes:


<PAGE>   166
<TABLE>
<CAPTION>

         Principal                   Bid-Option                  Interest
         Amount**                    Rate***                     Period ****
         --------                    -------                     -----------
<S>     <C>                          <C>                         <C>
(a)      _________                   ___________                 ___________

(b)      _________                   ___________                 ___________

(c)      _________                   ___________                 ___________

</TABLE>


         4. The aggregate amount of Bid-Option Loans which may be accepted by
the Borrower pursuant to this Bid-Option Quote shall not exceed $_____________.

         The Lender acknowledges and agrees that this Bid-Option Quote (a) is
irrevocable and (b), subject to the terms and conditions of the Credit
Agreement, obligates it to make a Bid-Option Loan for which any quote is
accepted, in whole or in part.

                                       [Name of Lender]

                                       By: ____________________________________

                                           Its: _______________________________


*        As specified in the related Invitation for Bid-Option Quotes.

**       The principal amount (a) must be $3,000,000 or a larger multiple of
         $500,000 and (b) may not exceed the aggregate amount of the related
         Bid-Option Borrowing specified in the related Invitation for Bid-Option
         Quotes.

***      Specify rate of interest per annum (rounded up to the nearest 1/100th
         of 1%) or applicable margin, which may be positive or negative,
         expressed as a percentage (rounded up to the nearest 1/100th of 1%), as
         the case may be.

****     As specified in the related Invitation for Bid-Option Quotes.

<PAGE>   167
                                    EXHIBIT H

                               REQUEST FOR ADVANCE
                               -------------------

The First National Bank of Chicago,
   as Administrative Agent for the Lenders
One First National Plaza
Chicago, Illinois 60670

Attention:  _____________

                  National Auto Credit, Inc., a Delaware corporation (the
"Borrower") hereby requests an Advance pursuant to Section 2.5 of the Long-Term
Credit Agreement, dated as of April ___, 1997 (as amended or modified from time
to time, the "Credit Agreement"), among the Borrower, the Lenders referenced
therein, Morgan Guaranty Trust Company of New York, as Documentation Agent, and
you, as Administrative Agent for the Lenders.

                  [A Loan is requested to be made in the amount of $_________,
to be made on ____________, 199_ and evidenced by the Borrower's Notes. Such
Loan shall be a [insert Eurodollar Rate Loan or Floating Rate Loan] and the
initial Eurodollar Interest Period, if such requested Loan is a Eurodollar Rate
Loan, shall be [insert permitted Eurodollar Interest Period].]

                  [Such Letter of Credit Advance shall be made by the issuance
by the Administrative Agent of its Letter of Credit for the account of the
Borrower in the maximum stated amount of $___________ to and for the benefit of
________________ with a stated expiry date of _________________, 199__, and
containing the further terms and conditions set forth in the attached letter of
credit application to the Administrative Agent.]

                  In support of this request, the Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that:

                  1. The representations and warranties contained in Article IV
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof, and will be true and correct in all material respects on the
date such Advance is made (both before and after such Advance is made), as if
such representations and warranties were made on and as of such dates.

                  2. No Event of Default or Default has occurred and is
continuing or will exist on the date such Advance is made and such Advance shall
not cause an Event of Default or Default.

Acceptance of the proceeds of such Advance by the Borrower shall be deemed to be
a further representation and warranty that the representations and warranties
made herein are true and correct in all material respects at the time such
proceeds are disbursed.


<PAGE>   168

Capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Credit Agreement.

                                               NATIONAL AUTO CREDIT, INC.

                                               By: ____________________________

                                                 Its: _________________________

Dated: ________________, 199_


                               REQUEST FOR ADVANCE
                               -------------------

                                       -2-
<PAGE>   169

                                    EXHIBIT I

                           REQUEST FOR CONTINUATION OR
                           ---------------------------
                               CONVERSION OF LOAN
                               ------------------

                                     [Date]

The First National Bank of Chicago,
  as Administrative Agent for the Lenders
One First National Plaza
Chicago, Illinois 60670

Attention:  _____________

                  National Auto Credit, Inc., a Delaware corporation (the
"Borrower"), hereby requests that $____________ of the principal amount of the
Loan originally made on ____________, 19__, which Loan is currently a [insert
type of Loan], be continued as or converted to, as the case may be, a [insert
type of Loan requested] on ______________, 19__. If such Loan is requested to be
converted to a Eurodollar Rate Loan, the Borrower hereby elects a Eurodollar
Interest Period for such Loan of [insert permitted Eurodollar Interest Period].

                  In support of this request, the Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that:

                  1. The representations and warranties contained in Article IV
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof, and will be true and correct in all material respects on the
date such Loan is [continued][converted] (both before and after such Loan is
[continued][converted]), as if such representations and warranties were made on
and as of such dates.

                  2. No Event of Default or Default has occurred and is
continuing or will exist on the date such Loan is [continued[converted] (whether
before or after such Loan is [continued][converted]).

Acceptance of the proceeds of such [continued][converted] Loan by the Borrower
shall be deemed to be a further representation and warranty that the
representations and warranties made herein are true and correct in all material
respects at the time of such [continuation] [conversion].


<PAGE>   170

                  Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Credit Agreement, dated as of April
___, 1997 among the Borrower, the lenders named therein, Morgan Guaranty Trust
Company of New York, as documentation agent for the lenders, and you as
administrative agent for the lenders.

                                         NATIONAL AUTO CREDIT, INC.

                                         By: __________________________________

                                             Its: _____________________________


                           REQUEST FOR CONTINUATION OR
                           ---------------------------
                               CONVERSION OF LOAN
                               ------------------

                                      - 2 -

<PAGE>   171

                                    EXHIBIT J

                            ASSIGNMENT AND ACCEPTANCE
                            -------------------------

                  Reference is made to the Long-Term Credit Agreement dated as
of April ___, 1997 (the "Credit Agreement") among NATIONAL AUTO CREDIT, INC., a
Delaware corporation (the "Borrower"), the lenders named therein (the
"Lenders"), THE FIRST NATIONAL BANK OF CHICAGO, as administrative agent for the
Lenders (the "Administrative Agent") and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as documentation agent for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule 1
agree as follows:

                  1. The Assignor hereby sells and assigns (without recourse) to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement as of the date hereof equal to the percentage interest specified on
Schedule 1 of all outstanding rights and obligations under the Credit Agreement.
After giving effect to such sale and assignment, the Assignee's Commitments and
the amounts of the Advances owing to the Assignee will be as set forth on
Schedule 1.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Notes held by the
Assignor and requests that the Administrative Agent exchange such Notes for new
Notes payable to the order of the Assignee in an amount equal to the Commitments
assumed by the Assignee pursuant hereto and the Assignor in an amount equal to
the Commitments retained by the Assignor under the Credit Agreement,
respectively, as specified on Schedule 1.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.6 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Administrative
Agent to take such action as Administrative Agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (iv) agrees that it will



<PAGE>   172

perform in accordance with their terms of all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (v) if the Assignee is organized under the laws of a jurisdiction outside
the United States, attaches the forms prescribed by the Internal Revenue Service
of the United States certifying as to the Assignee's status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to the Assignee under the Credit Agreement and the Notes or
such other documents as are necessary to indicate that all such payments are
subject to such taxes at a rate reduced by an applicable tax treaty.

                  4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance and recording by
the Administrative Agent. The effective date for this Assignment and Acceptance
(the "Effective Date") shall be the date of acceptance hereof by the
Administrative Agent, unless otherwise specified on Schedule 1.

                  5. Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to the Assignee. The Assignor
and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

                  7. This Assignment and Acceptance  shall be governed by, and 
construed in accordance with, the laws of the State of Illinois.

                  8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.


                            ASSIGNMENT AND ACCEPTANCE
                            -------------------------

                                       -2-

<PAGE>   173


                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                   [ASSIGNOR]

                                    BY:
                                       ---------------------------------------
                                       ITS:
                                           -----------------------------------

                                   [ASSIGNEE]

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


                                     BY:
                                        ---------------------------------------

                                        ITS:
                                            -----------------------------------


                            ASSIGNMENT AND ACCEPTANCE
                            -------------------------

                                       -3-

<PAGE>   174
                                    EXHIBIT K

                              ASSUMPTION AGREEMENT
                              --------------------

         Reference is made to the Long Term Credit Agreement dated as of April
____, 1997 (as now or hereafter amended or modified from time to time, the
"Credit Agreement") among NATIONAL AUTO CREDIT, INC., a Delaware corporation
(the "Borrower"), the Lenders named therein (the "Lenders"), THE FIRST NATIONAL
BANK OF CHICAGO, as administrative agent for the Lenders (the "Administrative
Agent") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as documentation agent
for the Lenders. Terms defined in the Credit Agreement are used herein with the
same meaning.

         1. __________________, a _____________________ ("New Lender") has
decided to become a Lender under the Credit Agreement, with its Commitments,
Percentage of Total Commitments and address for notice as described next to its
signature below. The New Lender (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.6 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms of all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (v) if the New Lender is
organized under the laws of a jurisdiction outside the United States, attaches
the forms prescribed by the Internal Revenue Service of the United States
certifying as to the New Lender's status for purposes of determining exemption
from United States withholding taxes with respect to all payments to be made to
the New Lender under the Credit Agreement and the Notes or such other documents
as are necessary to indicate that all such payments are subject to such taxes at
a rate reduced by an applicable tax treaty.

         1. Following the execution of this Assumption Agreement, it will be
delivered to the Administrative Agent and Borrower for acceptance by the
Administrative Agent and the Borrower and recording by the Administrative Agent.
The effective date for this Assumption Agreement (the "Effective Date") shall be
the date of acceptance hereof by the Administrative Agent and the Borrower.

         2. Upon such acceptance by the Administrative Agent and the Borrower
and recording by the Administrative Agent, as of the Effective Date, the New
Lender shall be a party to the Credit Agreement and, to the extent provided in
this Assumption Agreement, have the rights and obligations of a Lender
thereunder. On the Effective Date, the New Lender shall, in fulfillment of its
obligations as a Lender under the Credit Agreement, fund its share of
outstanding Loans in accordance with its


<PAGE>   175

Percentage of Total Commitment by making available such amount to the
Administrative Agent in immediately available funds at the principal office of
the Administrative Agent. The Administrative Agent shall promptly adjust the
balance of outstanding Advances owing to each Lender in accordance with each
Lender's new Percentage of Total Commitment and promptly remit to each Lender
any repayment due such Lender as a result of such adjustment. In the event any
Eurodollar Rate Loans are outstanding on the Effective Date and the repayment of
such Eurodollar Rate Loans prior to the last day of the applicable Eurodollar
Interest Period would result in costs and expenses to any Lender as described in
Section 3.8 of the Credit Agreement, the New Lender shall purchase a
participation interest in any outstanding Eurodollar Rate Loans from each Lender
which would suffer such costs and expenses. The amount of the participation
interest purchased by the New Lender from any Lender under this paragraph shall
be equal to the amount of the repayment such Lender would have received with
respect to such Eurodollar Rate Loan as a result of the adjustment described in
this paragraph.

         3.  This  Assumption  Agreement  shall be governed by, and construed 
in accordance with, the laws of the State of Illinois.

         4. This Assumption Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         5. Upon acceptance and recording by the Administrative Agent, the
Administrative Agent shall notify each Lender and the Borrower of the Percentage
of Total Commitments of each Lender, which shall be binding on all parties.

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<PAGE>   176


         IN WITNESS WHEREOF, the New Lender has caused this Assumption Agreement
to be executed by its officer thereunto duly authorized as of the date specified
thereon.

                                           [NEW LENDER]
--------------------------------
--------------------------------
--------------------------------
Attention:                                 By:
          ----------------------              -----------------------------
Facsimile No. (___) ___-____                  Its:
                                                  -------------------------
Commitment Amount $___________

Percentage of Total Commitments: ___%

                                           Accepted and Agreed:

                                           THE FIRST NATIONAL BANK OF CHICAGO, 
                                           as Administrative Agent

                                           By:
                                              ---------------------------------
                                              Its:
                                                  -----------------------------


                                           NATIONAL AUTO CREDIT, INC.

                                           By:
                                              ---------------------------------
                                              Its:
                                                  -----------------------------
                                      -3-