<PAGE>   1
                           SECOND AMENDED AND RESTATED
                  CREDIT, REIMBURSEMENT AND SECURITY AGREEMENT


                       ORIGINAL DATED AS OF JULY 15, 1994

                         RESTATED AS OF JANUARY 9, 1997

                                      AMONG

                             MULTI-COLOR CORPORATION

                                   THE COMPANY
                                   -----------

                                       AND

                      PNC BANK, OHIO, NATIONAL ASSOCIATION

                                       AND

                         STAR BANK, NATIONAL ASSOCIATION

                                   THE LENDERS
                                   -----------

                                       AND

                      PNC BANK, OHIO, NATIONAL ASSOCIATION

                                    THE AGENT
                                    ---------




<PAGE>   2



                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----


<S>      <C>                                                                                                     <C>
1.       Definitions............................................................................................  3
         1.1      Defined Terms.................................................................................  3
         1.2      Other Accounting Definitional Provisions...................................................... 20
         1.3      Other Definitional Provisions................................................................. 21

2.       Credit Facilities...................................................................................... 21
         2.1      Revolving Credit Facility..................................................................... 21
         2.2      [Intentionally Omitted]....................................................................... 21
         2.3      Manner of Borrowing........................................................................... 22
                  2.3.1        Revolving Borrowings............................................................. 22
                  2.3.2        [Intentionally Omitted].......................................................... 22
         2.4      Additional Provisions Regarding Funding....................................................... 22
         2.5      Conversions and Continuation of Advances...................................................... 23
                  2.5.1        Optional Conversion.............................................................. 23
                  2.5.2        Continuation..................................................................... 23
                  2.5.3        Automatic Conversion............................................................. 24
         2.6      Prepayment of Revolving Credit Facility....................................................... 24
                  2.6.1        Optional Prepayment.............................................................. 24
                  2.6.2        Mandatory Prepayment............................................................. 24
         2.7      Interest on the Advances...................................................................... 25
                  2.7.1        Interest Rates on Revolving Credit Loans......................................... 25
                  2.7.2        [Intentionally Omitted].......................................................... 25
                  2.7.3        [Intentionally Omitted].......................................................... 25
                  2.7.4        Revolving Credit Loans Interest Payment Dates.................................... 25
                  2.7.5        Default Rate..................................................................... 25
         2.8      Termination or Reduction of Revolving Commitment and Standby Letter
                  of Credit Commitment by the Company........................................................... 25
         2.9      Records....................................................................................... 26
         2.10     Letter of Credit Facilities................................................................... 26
                  2.10.1       Issuance of Scottsburg Alternate Letter of Credit................................ 26
                  2.10.2       Issuance of Boone Alternate Letter of Credit..................................... 26
                  2.10.3       Issuance of Port Authority Alternate Letter of Credit............................ 27
                  2.10.4       [Intentionally Omitted].......................................................... 27
                  2.10.5       Reimbursement and Other Payments................................................. 27
                  2.10.6       Transfer; Reduction; Reinstatement............................................... 29
                               2.10.6.1  Transfer; Fee.......................................................... 29
                               2.10.6.2  Reduction.............................................................. 29
                               2.10.6.3  Reinstatement.......................................................... 29
                  2.10.7       Obligations Absolute............................................................. 30
                  2.10.8       Indemnification.................................................................. 30
</TABLE>

                                        i

<PAGE>   3


<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS CONTINUED                                        PAGE
                                                                                                               ----

<S>                            <C>                                                                               <C>
                  2.10.9       Liability of Agent............................................................... 31
         2.11     Standby Letter of Credit Facility............................................................. 32
                  2.11.1       Standby Letter of Credit Commitment.............................................. 32
                  2.11.2       Terms of Standby Letters of Credit............................................... 32
                  2.11.3       Procedure for Letters of Credit.................................................. 32
                  2.11.4       Drawing and Reimbursement........................................................ 33
                  2.11.5       Reimbursement Obligation of Company for Standby Letter of
                               Credit Disbursements............................................................. 33
                  2.11.6       Company's Obligations Absolute................................................... 34
                  2.11.7       Collateral in the Event of Default............................................... 35
                  2.11.8       Liability and Indemnification of the Agent....................................... 36
                  2.11.9       General Provisions............................................................... 37
         2.12     Assumptions Regarding Notices................................................................. 39
                  2.12.1       Authorized Employees............................................................. 39
                  2.12.2       No Liability..................................................................... 39
                  2.12.3       Notice Irrevocable............................................................... 39
         2.13     Computations, Fees, Payments, Etc............................................................. 39
                  2.13.1       Computations..................................................................... 39
                  2.13.2       Fees............................................................................. 39
                               a.   Amendment and Extension Fee................................................. 40
                               b.   Commitment Fee.............................................................. 40
                               c.   Agent Closing Expenses...................................................... 40
                               d.   Agency Fees................................................................. 40
                               e.   Letter of Credit and Standby Letter of Credit Fees.......................... 40
                               f.   Audit Fees.................................................................. 41
                               g.   Lock Box Fees............................................................... 41
                  2.13.3       Payments......................................................................... 41
                  2.13.4       Charge to Accounts............................................................... 41
                  2.13.5       Failure to Make Payments by Company.............................................. 42
         2.14     Taxes......................................................................................... 42
         2.15     Additional Costs.............................................................................. 43
                  2.15.1       Taxes, Reserve Requirements, Etc................................................. 43
                  2.15.2       Capital Adequacy................................................................. 43
                  2.15.3       Certificate of Lender............................................................ 44
         2.16     Inability to Determine Rate; Inadequacy of Pricing; Illegality................................ 44
                  2.16.1       Rate Inability; Pricing Inadequacy............................................... 44
                  2.16.2       Illegality; Termination of Commitments........................................... 44
         2.17     Obligation to Indemnify....................................................................... 45
                  2.17.1       Events........................................................................... 45
                  2.17.2       Statement........................................................................ 45
                  2.17.3       Survival......................................................................... 45
         2.18     [Intentionally Omitted]....................................................................... 45
</TABLE>


                                       ii

<PAGE>   4


<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS CONTINUED                                        PAGE
                                                                                                               ----

<S>      <C>                                                                                                     <C>
         2.19     Use of Proceeds............................................................................... 46
3.       Lock Box; Cash Collateral Account...................................................................... 46
         3.1      Lock Box...................................................................................... 46
         3.2      Cash Collateral Account....................................................................... 49

4.       Sinking Fund........................................................................................... 49

5.       Collateral............................................................................................. 49

6.       Security and Subrogation Under Indenture............................................................... 50
         6.1      Security...................................................................................... 50
         6.2      Pledge of Rights to Certain Funds and Investments............................................. 51
         6.3      Pledged Bonds................................................................................. 51
                  6.3.1        Pledge........................................................................... 51
                  6.3.2        Pledged Bond Payments............................................................ 51
                  6.3.3        Release of Pledged Bonds......................................................... 52
                  6.3.4        Liability of Agent............................................................... 52
                  6.3.5        Representations; Rights and Remedies............................................. 52

7.       Conditions Precedent................................................................................... 52
         7.1      Initial Advances.............................................................................. 53
                  7.1.1        Loan Documents................................................................... 53
                  7.1.2        Opinion Letters.................................................................. 53
                  7.1.3        Resolutions...................................................................... 53
                  7.1.4        Good Standing.................................................................... 53
                  7.1.5        Designation of Authorized Employees of Company................................... 53
                  7.1.6        Title Insurance.................................................................. 53
                  7.1.7        Survey........................................................................... 54
                  7.1.8        Insurance........................................................................ 54
                  7.1.9        Wetlands......................................................................... 54
                  7.1.10       Appraisal........................................................................ 54
                  7.1.11       Environmental Requirements....................................................... 54
                  7.1.12       Full Syndication................................................................. 55
                  7.1.13       UCC Searches..................................................................... 55
                  7.1.14       Consents......................................................................... 55
                  7.1.15       Borrowing Base Certificate and Reports........................................... 55
                  7.1.16       Fees............................................................................. 55
                  7.1.17       Waivers Obtained................................................................. 55
                  7.1.18       Delivery of the Bond Documents and Security Documents............................ 55
                  7.1.19       No Default....................................................................... 55
                  7.1.20       Representations and Warranties................................................... 55
</TABLE>

                                       iii

<PAGE>   5


<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS CONTINUED                                        PAGE
                                                                                                               ----

<S>               <C>                                                                                            <C>
                  7.1.21       Certificates..................................................................... 55
                  7.1.22       Opinion of Bond Counsel.......................................................... 56
                  7.1.23       Collateral Evaluation............................................................ 56
                  7.1.24       Documentation and Proceedings.................................................... 56
                  7.1.25       Other Documents.................................................................. 56
                  7.1.26       Other Conditions................................................................. 56
         7.2      Each Advance.................................................................................. 56
                  7.2.1        No Defaults...................................................................... 56
                  7.2.2        Accuracy......................................................................... 56
                  7.2.3        Notices.......................................................................... 56
                  7.2.4        Other Documents.................................................................. 56
         7.3      Representation................................................................................ 57

8.       Representations and Warranties......................................................................... 57
         8.1      Organization.................................................................................. 57
         8.2      Latest Financials............................................................................. 57
         8.3      Recent Adverse Changes........................................................................ 57
         8.4      Recent Actions................................................................................ 57
         8.5      Title......................................................................................... 58
         8.6      Litigation, Etc............................................................................... 58
         8.7      Taxes......................................................................................... 58
         8.8      Authority..................................................................................... 58
         8.9      Other Defaults................................................................................ 58
         8.10     Conflicts..................................................................................... 58
         8.11     Patents, Licenses, Etc........................................................................ 59
         8.12     ERISA......................................................................................... 59
         8.13     Regulation U.................................................................................. 59
         8.14     Environmental Matters......................................................................... 60
         8.15     Investment Company Act........................................................................ 60
         8.16     Governmental Consents......................................................................... 60
         8.17     Disclosure.................................................................................... 61
         8.18     Registered Office............................................................................. 61

9.       Affirmative Covenants.................................................................................. 61
         9.1      Sinking Fund.................................................................................. 61
         9.2      Books and Records; Access..................................................................... 61
         9.3      Monthly Statements............................................................................ 61
         9.4      Borrowing Base Certificates................................................................... 62
         9.5      [Intentionally Omitted]....................................................................... 62
         9.6      Quarterly Statements.......................................................................... 62
         9.7      Annual Audits................................................................................. 62
         9.8      Annual Statements............................................................................. 62
</TABLE>

                                       iv

<PAGE>   6


<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS CONTINUED                                        PAGE
                                                                                                               ----

<S>      <C>                                                                                                     <C>
         9.9      Auditor's Letters............................................................................. 63
         9.10     Annual Budgets, Forecasts and Comparisons..................................................... 63
         9.11     Notices of Default............................................................................ 63
         9.12     Payment of Charges............................................................................ 63
         9.13     Existence; Operations......................................................................... 63
         9.14     Insurance..................................................................................... 64
         9.15     Compliance with Laws.......................................................................... 64
         9.16     Environmental Violations...................................................................... 64
         9.17     Environmental Audit and Other Environmental Information....................................... 65
         9.18     Business Names and Locations.................................................................. 65
         9.19     Accounts...................................................................................... 65
         9.20     ERISA Compliance.............................................................................. 65
         9.21     Further Assurances............................................................................ 66
         9.22     Compliance With Agreements.................................................................... 66
         9.23     [Intentionally Omitted]....................................................................... 66
         9.24     [Intentionally Omitted]....................................................................... 66
         9.25     Sale of Equipment............................................................................. 66
         9.26     Excess Cash Flow.............................................................................. 66
         9.27     [Intentionally Omitted]....................................................................... 66
         9.28     Receivables and Payables Aging................................................................ 66

10.      Negative Covenants..................................................................................... 67
         10.1     Debt.......................................................................................... 67
         10.2     Leases........................................................................................ 67
         10.3     Liens......................................................................................... 67
         10.4     Cash Flow Coverage Ratio...................................................................... 67
         10.5     Current Ratio................................................................................. 67
         10.6     Leverage Ratio................................................................................ 68
         10.7     Minimum Tangible Net Worth.................................................................... 68
         10.8     [Intentionally Omitted]....................................................................... 68
         10.9     Guarantees.................................................................................... 68
         10.10    Corporate Changes............................................................................. 68
         10.11    Redemptions................................................................................... 68
         10.12    Dividends..................................................................................... 68
         10.13    Investments, Loans and Advances............................................................... 69
         10.14    Merger or Sale of Assets...................................................................... 69
         10.15    Capital Expenditures.......................................................................... 69
         10.16    Acquisitions.................................................................................. 69
         10.17    Transfer of Collateral........................................................................ 69
         10.18    Sale and Leaseback............................................................................ 70
         10.19    Line of Business.............................................................................. 70
         10.20    Waivers....................................................................................... 70
</TABLE>

                                        v

<PAGE>   7


<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS CONTINUED                                        PAGE
                                                                                                               ----

<S>      <C>                                                                                                     <C>
         10.21    Payments to Shareholders and Affiliates....................................................... 70
         10.22    Salaries and Deferred Compensation............................................................ 70
         10.23    Transactions with Affiliates.................................................................. 70
         10.24    Post-Closing Matters.......................................................................... 70
         10.25    Bond Documents................................................................................ 70
         10.26    Limitation on Optional Calls.................................................................. 70
         10.27    Excess Borrowing.............................................................................. 71

11.      Events of Default...................................................................................... 71
         11.1     Payment....................................................................................... 71
         11.2     Bond Documents................................................................................ 71
         11.3     Covenants..................................................................................... 71
         11.4     Representations and Warranties................................................................ 71
         11.5     Obligations................................................................................... 71
         11.6     Execution, Attachment, Etc.................................................................... 72
         11.7     Loss, Theft or Substantial Damage to the Collateral........................................... 72
         11.8     Judgments..................................................................................... 72
         11.9     Bankruptcy, Etc............................................................................... 72
         11.10    Impairment of Security........................................................................ 72
         11.11    [Intentionally Omitted]....................................................................... 72
         11.12    Other Indebtedness............................................................................ 72
         11.13    Amendment..................................................................................... 73
                                                                                            
12.      Intercreditor Lien and Payment Provisions.............................................................. 74
         12.1     Lien Priority................................................................................. 74
         12.2     Participation in Letters of Credit............................................................ 74
         12.3     Sharing of Payments, Etc...................................................................... 75
         12.4     Receipt of Payments by Lenders................................................................ 76
         12.5     Distributions, Etc............................................................................ 76
         12.6     Benefit....................................................................................... 77

13.      Representations and Warranties to Survive.............................................................. 77

14.      Environmental Indemnification.......................................................................... 77

15.      The Agent.............................................................................................. 77
         15.1     Authorization and Action...................................................................... 77
         15.2     Agent's Reliance, Etc......................................................................... 78
         15.3     The Agent and Its Affiliates.................................................................. 78
         15.4     Lender Credit Decision........................................................................ 79
         15.5     Indemnification............................................................................... 79
         15.6     Successor Agent............................................................................... 79
</TABLE>

                                       vi

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<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS CONTINUED                                        PAGE
                                                                                                               ----

<S>      <C>                                                                                                     <C>
         15.7     Relations Among Lenders....................................................................... 80
         15.8     Benefit....................................................................................... 80

16.      General................................................................................................ 80
         16.1     Waiver........................................................................................ 80
         16.2     Notices....................................................................................... 81
         16.3     Successors and Assigns........................................................................ 82
         16.4     Modifications................................................................................. 83
         16.5     Illegality.................................................................................... 83
         16.6     Gender, Etc................................................................................... 84
         16.7     Headings...................................................................................... 84
         16.8     Purpose....................................................................................... 84
         16.9     Ratification.................................................................................. 84
         16.10    Claims and Release of Claims by the Company................................................... 84
         16.11    Execution in Counterparts..................................................................... 85
         16.12    Remedies Cumulative........................................................................... 85
         16.13    Costs, Expenses and Legal Fees................................................................ 85
         16.14    Indemnity..................................................................................... 86
         16.15    Continuing Agreement.......................................................................... 86
         16.16    Complete Agreement............................................................................ 86
         16.17    No Third Party Beneficiaries.................................................................. 86
         16.18    No Partnership or Joint Venture............................................................... 87
         16.19    Governing Law and Jurisdiction; Waiver of Jury Trial.......................................... 87
</TABLE>



                                                   vii

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<TABLE>
<CAPTION>
                                LIST OF EXHIBITS
                                ----------------

<S>                      <C>
EXHIBIT A                List of Lenders, Addresses and Commitments
EXHIBIT B                Disclosure Schedule
EXHIBIT C                [Intentionally Omitted]
EXHIBIT D                Substituted Revolving Credit Notes
EXHIBIT E                Notice of Borrowing
EXHIBIT F                Notice of Continuation
EXHIBIT G                Notice of Conversion
EXHIBIT H                Request for Draw
EXHIBIT I                Scottsburg Alternate Letter of Credit
EXHIBIT J                Boone Alternate Letter of Credit
EXHIBIT K                Port Authority Alternate Letter of Credit
EXHIBIT L                Collateral Assignment of Note, Loan Agreement and Mortgage
EXHIBIT M                Collateral Assignment of Mortgage
EXHIBIT MM               Conditional Assignment of Repurchase Contract
EXHIBIT N                Security Agreement:  Inventory, Receivables, Equipment, Intangibles, Etc.
EXHIBIT O                Ohio Mortgage
EXHIBIT P                Kentucky Mortgage
EXHIBIT Q                Indiana Mortgage
EXHIBIT R                Pledge and Security Agreement - Agency or Custodian Account
EXHIBIT S                Compliance Certificate
EXHIBIT T                Borrowing Base Certificate
</TABLE>

                                      viii

<PAGE>   10


EXHIBIT U                Pledge Agreement (Laser Graphic Systems, Incorporated 
                         stock)



                                       ix



<PAGE>   11


                           SECOND AMENDED AND RESTATED
                  CREDIT, REIMBURSEMENT AND SECURITY AGREEMENT
                  --------------------------------------------


         MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), PNC BANK,
OHIO, NATIONAL ASSOCIATION and STAR BANK, NATIONAL ASSOCIATION (each
individually a "Lender" and collectively the "Lenders"), and PNC BANK, OHIO,
NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"), hereby agree as
follows:

                                    RECITALS:
                                    ---------

         A. The Port Authority of Cincinnati and Hamilton County ("Hamilton
County") has issued its Variable Rate Demand Industrial Development Revenue
Bonds (Multi-Color Corporation Project) in the principal amount of $6,500,000
(hereinafter collectively referred to as the "Port Authority Bonds"), under a
Trust Indenture dated as of November 1, 1985 (the "Port Authority Indenture")
between Hamilton County and PNC Bank, Ohio, National Association, formerly known
as The Central Trust Company, N.A., as Trustee ("Trustee").

         B. In order to facilitate the issuance and sale of the Port Authority
Bonds and to enhance the marketability of the Port Authority Bonds and thereby
achieve interest cost savings and other savings to the Company, Mellon Bank,
N.A. ("Mellon") issued its irrevocable letter of credit to the Trustee, for the
account of the Company. Subsequently, Barclays Bank, PLC, New York Branch
("Barclays") issued its irrevocable letter of credit to replace the letter of
credit issued by Mellon authorizing the Trustee to make one or more draws on
Barclays up to an aggregate of $6,700,343, of which (i) $6,500,000 was in
respect of principal of the Port Authority Bonds and (ii) $200,343 was in
respect of accrued interest on the Port Authority Bonds.

         C. The City of Scottsburg, Indiana ("Scottsburg") has issued its
Economic Development Revenue Bonds (Multi-Color Corporation Project) in the
principal amount of $5,750,000 (hereinafter collectively referred to as the
"Scottsburg Bonds"), under a Trust Indenture dated as of October 1, 1989 (the
"Scottsburg Indenture") between Scottsburg and the Trustee.

         D. In order to facilitate the issuance and sale of the Scottsburg Bonds
and to enhance the marketability of the Scottsburg Bonds and thereby achieve
interest cost savings and other savings to the Company, Barclays issued its
irrevocable letter of credit (the "Scottsburg Letter of Credit") to the Trustee,
for the account of the Company, authorizing the Trustee to make one or more
draws on Barclays up to an aggregate of $6,303,733, of which original amount (i)
$5,750,000 was in respect of principal of the Scottsburg Bonds, (ii) $496,233
was in respect of accrued interest on the Scottsburg Bonds and (iii) $57,500 was
to support the payment of a premium upon a redemption as a result of a
Determination of Taxability as set forth in the Scottsburg Indenture.

         E. The County of Boone, Kentucky ("Boone County") has issued its
Industrial Building Revenue Bonds (Multi-Color Corporation Project) in the
principal amount of $3,250,000


<PAGE>   12



(hereinafter collectively referred to as the "Boone Bonds"), under a Trust
Indenture dated as of December 1, 1989 (the "Boone Indenture") between Boone
County and the Trustee.

         F. In order to facilitate the issuance and sale of the Boone Bonds and
to enhance the marketability of the Boone Bonds and thereby achieve interest
cost savings and other savings to the Company, Barclays issued its irrevocable
letter of credit (the "Boone Letter of Credit") to the Trustee, for the account
of the Company, authorizing the Trustee to make one or more draws on Barclays up
to an aggregate of $3,566,875 of which original amount (i) $3,250,000 was in
respect of principal of the Boone Bonds, (ii) $284,375 was in respect of accrued
interest on the Boone Bonds and (iii) $27,500 was to support the payment of a
premium upon a redemption as a result of a Determination of Taxability as set
forth in the Boone Indenture.

         G. With respect to the Port Authority Bonds, the Company requested the
Agent to issue an irrevocable letter of credit to secure the Port Authority
Bonds and to replace the letter of credit issued by Barclays with respect
thereto. Such letter of credit was issued as an irrevocable alternate letter of
credit (the "Port Authority Alternate Letter of Credit") to the Trustee, in
substitution for the letter of credit issued by Barclays, subject to a reduction
of the ratings of the Port Authority Bonds with the unanimous consent of the
holders of such Bonds. The Port Authority Alternate Letter of Credit authorized
the Trustee to make one or more draws on the Agent up to an aggregate of
$6,700,343, of which original amount (i) $6,500,000 is in respect of principal
of the Port Authority Bonds and (ii) $200,343 is in respect of accrued interest
on the Port Authority Bonds.

         H. With respect to the Scottsburg Bonds, the Company requested the
Agent to issue an irrevocable alternate letter of credit (the "Scottsburg
Alternate Letter of Credit") to the Trustee in substitution for the Scottsburg
Letter of Credit. Pursuant to Section 6.04(b) of the Scottsburg Indenture, the
issuance of the Scottsburg Alternate Letter of Credit caused the Scottsburg
Bonds to be subject to the right of the holders of the Scottsburg Bonds to
require the redemption of the Scottsburg Bonds pursuant to Section 3.01(b)(ii)
of the Scottsburg Indenture and the Trustee provided notice in accordance with
Section 6.05 of the Scottsburg Indenture to the holders of the Scottsburg Bonds
of their right to require such purchase. The Scottsburg Alternate Letter of
Credit authorized the Trustee to make one or more draws on the Agent up to an
aggregate of $6,303,733, of which original amount (i) $5,750,000 is in respect
of principal of the Scottsburg Bonds and (ii) $496,233 is in respect of accrued
interest on the Scottsburg Bonds, (iii) $57,500 is in respect to the premium
upon redemption as a result of a Determination of Taxability as set forth in the
Scottsburg Indenture.

         I. With respect to the Boone Bonds, the Company requested the Agent to
issue an irrevocable alternate letter of credit (the "Boone Alternate Letter of
Credit") to the Trustee in substitution for the Boone Letter of Credit. Pursuant
to Section 6.04(b) of the Boone Indenture, the issuance of the Boone Alternate
Letter of Credit caused the Boone Bonds to be subject to the right of the
holders of the Boone Bonds to require the redemption of the Boone Bonds pursuant
to Section 3.01(b)(ii) of the Boone Indenture and the Trustee provided notice in
accordance with Section 6.05 of the Boone Indenture to the holders of the Boone
Bonds of their right to require 

                                        2

<PAGE>   13


such purchase. The Boone Alternate Letter of Credit authorized the Trustee to
make one or more draws on the Agent up to an aggregate of $3,566,875 of which
original amount (i) $3,250,000 is in respect of principal of the Boone Bonds,
(ii) $284,375 is in respect of accrued interest on the Boone Bonds, and (iii)
$27,500 is in respect to the premium upon redemption as a result of a
Determination of Taxability as set forth in the Boone Indenture.

         J. The Company has requested that the Lenders extend a $4,500,000
secured revolving credit facility to the Company.

         K. The Company has requested that the Lenders extend a standby letter
of credit facility to the Company to be included as a $500,000 sub-limit to the
revolving credit facility.

         L. The Agent is willing to issue the above referenced letter of credit
facilities and the Agent and the Lenders are willing to make available the
secured revolving credit facility on the terms and conditions hereinafter set
forth.

1.       DEFINITIONS.

         1.1 DEFINED TERMS. In this Second Restated Credit Agreement (except as
otherwise expressly provided for or unless the context otherwise requires),
defined terms may be used in the singular or plural, the use of any gender
includes all other genders and the following terms have the meanings specified
in the foregoing recitals:

Agent                                 Port Authority Bonds                      
Barclays                              Port Authority Alternate Letter of Credit 
Boone Alternate Letter of Credit      Port Authority Indenture                  
Boone Bonds                           Scottsburg                                
Boone County                          Scottsburg Alternate Letter of Credit     
Boone Indenture                       Scottsburg Bonds                          
Boone Letter of Credit                Scottsburg Indenture                      
Company                               Scottsburg Letter of Credit               
Hamilton County                       Trustee                                   
Lender                                  
Lenders 
Mellon 

         In addition, the following terms shall have the following meanings,
unless the context requires otherwise:

                  1.1.1 "Acquisitions" will have the meaning given that term in
Section 10.16, below.

                  1.1.2 "Advance" or "Advances" will mean Revolving Credit
Loans.


                                        3

<PAGE>   14


                  1.1.3 "Affiliate" will mean, with respect to any Person (a)
any other Person directly or indirectly controlling, controlled by or under
common control with such Person, or (b) any Person who is a director or officer
of such Person or any Subsidiary thereof. A Person will be deemed to control
another Person if such Person possesses, directly or indirectly, the power to
(i) vote ten percent (10%) or more of the voting equity of such other Person, or
(ii) direct or cause the direction of the management and policies of such other
Person, whether through voting securities, by contract or otherwise.

                  1.1.4 "Agency Fee" will have the meaning given that term in
Section 2.13.2(d), below.

                  1.1.5 "Agent's Account" will mean the account of the Agent
maintained by the Agent at its office at 201 East Fifth Street, Cincinnati, Ohio
45201-1198, Account Number 4110349324, Attention: Middle Market Banking, or such
other account maintained by the Agent and designated by the Agent in a written
notice to the Lenders and the Company.

                  1.1.6 [Intentionally Omitted].

                  1.1.7 "Aggregate Outstanding Revolving Credit" will mean an
amount equal to the sum of the aggregate unpaid principal amount of all
Revolving Credit Loans.

                  1.1.8 "Alternate Letter of Credit" will mean the Boone
Alternate Letter of Credit, the Port Authority Alternate Letter of Credit and
the Scottsburg Alternate Letter of Credit collectively and individually as the
context requires.

                  1.1.9 "Applicable Lending Office" will mean the office for
each Lender set forth in Exhibit A.

                  1.1.10 "Applicable Margin" will mean:

                           a. As to any Revolving Loan Base Rate Advance:


<TABLE>
<CAPTION>
   Cash Flow Coverage                                    Applicable Margin
       Ratio                                             -----------------
       -----

<S>                                                              <C>
   greater than 1.10x less than or equal to 1.20x                0.50%

   greater than 1.20x less than or equal to 1.40x                0.25%

   greater than 1.40x less than or equal to 1.60x                0.00%

   greater than 1.60x                                            0.00%
</TABLE>




                                        4

<PAGE>   15



                           b. As to any Revolving Loan Eurodollar Rate Advance:


<TABLE>
<CAPTION>
     Cash Flow Coverage                                    Applicable Margin
          Ratio                                            -----------------
          -----

<S>                                                              <C>
     greater than 1.10x less than or equal to 1.20x              2.25%

     greater than 1.20x less than or equal to 1.40x              2.00%

     greater than 1.40x less than or equal to 1.60x              1.75%

     greater than 1.60x                                          1.50%
</TABLE>


                  As of the Closing Date, the initial rate of interest for any
Revolving Loan Base Rate Advance will be the Prime Rate plus 0.5% and the
initial rate of interest for any Revolving Loan Eurodollar Advance will be the
Eurodollar Rate plus 2.25%.

                  1.1.11 "Authorized Employee" will mean any person designated
in the notice required pursuant to Section 7.1.5, below, which designation shall
continue in full force and effect until revoked by the Company in a subsequent
written notice delivered to the Agent.

                  1.1.12 "Available Commitment" will mean, as to any Lender at
any time, an amount equal to the excess, if any, of (a) such Lender's Revolving
Commitment OVER (b) the sum of (i) the then outstanding Revolving Credit Loans
made by such Lender and (ii) such Lender's Ratable Portion of all outstanding
Letter of Credit Obligations (without duplication for any amount thereof
included under clause (i), above).

                  1.1.13 "Bank Interest Rate" will mean, at any time that sums
are due and payable to the Agent under Section 2.10.5.4, below, the Prime Rate
plus three percent (3%).

                  1.1.14 "Base Rate" will mean the Prime Rate in effect from
time to time.

                  1.1.15 "Base Rate Advance" will mean any Advance as to which
the Company has elected (or is deemed to have elected) an Interest Rate that is
based upon the Base Rate.

                  1.1.16 "Bond Counsel" will mean Taft, Stettinius & Hollister
as to the Boone Bonds and the Scottsburg Bonds and Peck, Shaffer & Williams as
to the Port Authority Bonds.

                  1.1.17 "Bond Documents" will mean the Bonds, the Indenture,
the Reimbursement Agreement, the Security Documents, the Remarketing Agreement
and any other agreements or instruments relating thereto.

                  1.1.18 "Bonds" will mean the Boone Bonds, Port Authority Bonds
Scottsburg Bonds and Refunding Bonds, collectively and individually as the
context requires.


                                        5

<PAGE>   16



                  1.1.19 "Borrowing" will mean a borrowing consisting of all
Advances made on a given Borrowing Date.

                  1.1.20 "Borrowing Base" will equal the lesser of (a) the sum
of eighty percent (80%) of the Eligible Accounts Receivable plus fifty percent
(50%) of Eligible Inventories, less the Block (as defined below), less the
aggregate face amount of all outstanding Standby Letters of Credit, or (b) the
Total Revolving Commitment. For purposes hereof, the "Block" will mean the
following amounts during the following periods so long as no Event of Default
has occurred: (i) $500,000 from Closing Date to March 30, 1997; (ii) $250,000
from March 31, 1997 to June 29, 1997; and $0.00 from June 30, 1997 and
thereafter. If an Event of Default has occurred, the Block will automatically
and without notice to the Company remain at the amount in effect on the date of
such Event of Default and will not be further reduced.

                  1.1.21 "Borrowing Base Certificates" will mean the
certificates to be provided to the Agent by the Company pursuant to Section 9.4
of this Second Restated Credit Agreement.

                  1.1.22 "Borrowing Date" will mean the date on which an Advance
is made.

                  1.1.23 "Business Day" will mean a day of the year on which
banks are not required or authorized to close in Pittsburgh, Pennsylvania or
Cincinnati, Ohio and, if the applicable Business Day relates to any Eurodollar
Rate Advance, on which dealings are carried on in dollar deposits in the London
interbank market.

                  1.1.24 "Cash Collateral Account" will mean Account No.
4110349324 at the Agent.

                  1.1.25 "Cash Flow Coverage Ratio" will mean the ratio of (i)
the sum of net income plus or minus non-cash items as determined in accordance
with GAAP to (ii) the sum of principal payments on long term debt including
capitalized lease payments and required quarterly deposits made to the Sinking
Fund Account, capital expenditures using funds other than borrowed funds,
permitted dividends and redemptions of capital stock and tax payments. The
denominator specifically excludes deposits of payments on the BKS Enterprises,
Inc. Promissory Note, proceeds from the sale of assets or equity contributions.

                  1.1.26 "Closing Date" will mean the date on which this Second
Restated Credit Agreement and the other Loan Documents are executed.

                  1.1.27 "Code" will mean the Internal Revenue Code of 1986, as
amended or supplemented from time to time.

                  1.1.28 "Collateral" will mean any property, real or personal,
tangible or intangible, referred to in this Second Restated Credit Agreement or
the Security Documents or now or in the future securing any of the Obligations.

                                        6

<PAGE>   17




                  1.1.29 "Commitment" or "Commitments" will mean the Revolving
Commitment, Standby Letter of Credit Commitment and Letter of Credit Commitment,
as adjusted from time to time pursuant to Section 2.8, below.

                  1.1.30 "Commitment Fee" will have the meaning given to that
term in Section 2.13.2(b), below.

                  1.1.31 [Intentionally Omitted].

                  1.1.32 [Intentionally Omitted].

                  1.1.33 [Intentionally Omitted].

                  1.1.34 "Continuation Date" will mean the date on which an
Advance is continued as the same Type of Advance for a successive Interest
Period upon expiration of the preceding Interest Period (subject to Section 2.5,
below).

                  1.1.35 "Conversion Date" will mean the date on which an
Advance is converted into a different Type of Advance (subject to Section 2.5,
below).

                  1.1.36 [Intentionally Omitted].

                  1.1.37 "Credit Facilities" will mean the Revolving Credit
Facility and the Letter of Credit Facilities evidenced by this Second Restated
Credit Agreement as described in Section 2, below.

                  1.1.38 "Current Assets" will mean cash, short term
investments, accounts receivable, inventory and prepaids, as determined in
accordance with GAAP, specifically excluding balances deposited into the Sinking
Fund, notes receivable and deferred taxes.

                  1.1.39 "Current Debt" will mean any obligation for borrowed
money payable on demand or within a period of one (1) year from the date of
determination.

                  1.1.40 "Current Liabilities" will include Current Debt,
accounts payable, accruals, tax liabilities and all other current liabilities,
as determined in accordance with GAAP specifically excluding barter liabilities,
borrowings under the Revolving Credit Facility and convertible subordinated
debt. Excess Cash Flow payments into the Sinking Fund Accounts will be deducted
from Current Liabilities.

                  1.1.41 "Current Ratio" will mean the ratio of (i) Current
Assets to (ii) Current Liabilities.


                                        7

<PAGE>   18



                  1.1.42 "Date of Issuance" will mean the respective dates the
Boone Alternate Letter of Credit, the Port Authority Alternate Letter of Credit
or the Scottsburg Alternate Letter of Credit were issued and delivered to the
Trustee.

                  1.1.43 "Default" will mean any event or condition which, with
the passage of time, the giving of notice or the determination by the Agent or
any of the Lenders, or any combination of the foregoing, would constitute an
Event of Default.

                  1.1.44 "Default Rate" will mean four percent (4%) per annum
plus the existing interest rate in effect from time to time while an Event of
Default exists, but not more than the highest rate permitted by applicable law.

                  1.1.45 "Disclosure Schedule" will mean the updated schedules
to be provided by the Company that are attached hereto as Exhibit B.

                  1.1.46 "Dollars" will mean lawful money of the United States
of America.

                  1.1.47 "EBITDA" will mean net income (or loss) before
interest, taxes, depreciation and amortization expenses.

                  1.1.48 "Eligible Accounts Receivable" will mean, at any time
of determination thereof, all receivables of the Company which meet the
following criteria for an Eligible Receivable at the time of creation and
continue to meet the same at all times to the satisfaction of the Agent: (a) all
payments due on the Receivable have been invoiced to the account debtor, are due
not more than thirty (30) days after the date of the invoice rendered by the
Company and the Receivable is not more than sixty (60) days past the due date
thereof (or, if earlier, ninety (90) days past the invoice date); (b) the
Receivable arose from a bona fide outright sale of goods by the Company, or from
services performed by the Company, and such goods have been shipped to the
account debtor or its designees (or the sale has otherwise been consummated), or
the services have been performed for the account debtor; (c) the Receivable is
based upon an enforceable order or contract, written or oral, for goods shipped
or held or for services performed, and the same were shipped, held, or performed
in accordance with such order or contract; (d) the amount shown on the books of
the Company and on any invoice or statement delivered to the Agent in respect to
the Receivable is owing to the Company; (e) the Receivable is not subject to any
claim of reduction, counterclaim, setoff, recoupment, or any claim for credits,
allowances, or adjustments by the account debtor because of returned, inferior,
or damaged goods or unsatisfactory services, or for any other reason, except for
customary discounts allowed in the ordinary course of the Company's business and
trade for prompt payment; (f) the account debtor has not returned or refused to
retain, or otherwise notified the Company of any dispute concerning, or claimed
nonconformity of, any of the goods or services from the sale of which the
Receivable arose; (g) the account debtor has not asserted, and the Company is
not aware, that the Receivable is subject to any other setoff, net-out contract,
offset, deduction, dispute, credit, counterclaim or other defense arising out of
the transactions represented by the Receivable or independently thereof and the
account debtor has not objected to its liability thereon; (h) the Receivable
does not arise out of a contract 





                                       8
<PAGE>   19




with, or order from, an account debtor that, by its terms, forbids or makes void
or unenforceable the assignment by the Company to the Agent of the Receivable
arising with respect thereto; (i) the Receivable is free and clear of all
security interests, liens, charges and encumbrances of any nature whatsoever
other than any security interest deemed to be held by the Company, or any
security interest created pursuant to the Security Documents or Permitted Liens;
(j) the Receivable constitutes an "account", "chattel paper", "contract right",
"instrument" or "general intangible" within the meaning of the Uniform
Commercial Code of the state in which the Receivable is located; (k) the Company
has not received any note, trade acceptance, draft or other instrument with
respect to, or in payment of, the Receivable, nor any chattel paper with respect
to the goods giving rise to the Receivable, unless, if any such instrument or
chattel paper has been received, the Company immediately notified the Agent and,
at the latter's request, endorsed or assigned and delivered the same to the
Agent; (l) the Company is not aware of the death of the account debtor, the
dissolution, termination of existence, insolvency, business failure, appointment
of a receiver for any part of the property of, assignment for the benefit of
creditors by, or the filing of a petition in bankruptcy or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against, the
account debtor; (m) the account debtor is not a Subsidiary or other Affiliate of
the Company; (n) the account debtor is not the United States of America; (o) the
account debtor is not incorporated in or primarily conducting business in any
jurisdiction located outside the United States; (p) the Receivable complies with
all material requirements of all applicable Laws and regulations, whether
Federal, state or local (including, without limitation, usury laws and laws,
rules and regulations relating to truth in lending, fair credit billing, fair
credit reporting, equal credit opportunity, fair debt collection practices and
privacy); (q) to the knowledge of the Company after reasonable investigation,
the Receivable, when invoiced, will be in full force and effect and will
constitute a legal, valid and binding obligation of the account debtor
enforceable in accordance with its terms; (r) the account is denominated in and
provides for payment by the account debtor in Dollars; (s) the Receivable has
not been and is not required to be charged off or written off as uncollectible
in accordance with GAAP or the customary business practice of the Company to
which it is owed; (t) the Agent possesses a valid, perfected, first priority
security interest in such Receivable as security for payment of the Obligations
and such Receivable is subject to no liens other than Permitted Liens; (u) not
more than 50% of the Receivable(s) of the respective account debtor have
remained due or unpaid for more than sixty (60) days from the due date thereof
or more than ninety (90) days after the date of the original invoice issued by
the Company with respect to the sale giving rise thereto; (v) there shall be
deducted from the face amount of each Receivable all payments, adjustments and
credits applicable thereto; (w) the Agent has not deemed the Receivable
ineligible because of reasonable uncertainty as to the creditworthiness of the
account debtor or because the Agent otherwise reasonably considers the
collateral value thereof to the Agent to be impaired or its ability to realize
such value to be insecure; and (x) the Receivable is not a contra account,
government receivable, intercompany account or a reserve or discount. In the
event of any dispute under the foregoing criteria, as to whether a Receivable
is, or has ceased to be, an Eligible Account Receivable, the decision of the
Agent shall control. Any Receivable which is at any time an Eligible Account
Receivable, but which subsequently fails to meet the criteria for an Eligible
Account Receivable, shall immediately cease to be an Eligible Account
Receivable.



                                       9
<PAGE>   20



                  1.1.49 "Eligible Inventory" or "Eligible Inventories" will
mean at the time of any determination thereof, the book value (calculated in
accordance with GAAP) of such Inventory of raw materials and finished goods of
the Company, not to exceed the lesser of (i) 80% of Eligible Accounts
Receivables or (ii) $2,500,000, as the Agent, in its reasonable discretion,
shall elect to consider Eligible Inventory for purposes of this Second Restated
Credit Agreement (such value to be determined by the Agent in its reasonable
discretion taking into consideration, among other factors, the lower of its cost
or market value, and appropriate reserves, including but not limited to reserves
and adjustments as appearing in the Company's general ledger with the exception
of LIFO), but in each case only to the extent the Agent possesses a valid,
perfected, first priority security interest in such Inventory as security for
payment of the Obligations and such Inventory is subject to no liens other than
Permitted Liens. Without limiting the generality of the foregoing, Eligible
Inventory will not include (a) any Inventory located outside of the United
States, (b) any Inventory not in the actual possession of the Company or any
Inventory in the possession of a bailee, warehousemen, consignee, subcontractor
or similar third party, (c) any Inventory subject to lien or claim of title of a
Governmental Authority under 32 C.F.R. section 7-104.35(b)/FAR 52.232.16, (d)
any Inventory consisting of work in process, packing, packaging and/or shipping
supplies or materials, including but not limited to solvents, melts and plastic
film inventories, (e) any Inventory located on a leasehold as to which the
lessor has not entered into a consent and agreement with the Agent providing the
Agent with the right to receive notice of default and/or termination of the
lease and the right to repossess such Inventory and enter upon such premises at
any time and such other rights as may be required by the Agent, (f) any
Inventory that is evidenced by a Receivable or the subject of any advance
payment or progress payment, and (g) any Inventory which the Agent reasonably
determines at any time and in good faith to be defective, in poor condition,
unmerchantable or obsolete. Inventory which is at any time Eligible Inventory,
but which subsequently fails to meet the criteria for Eligible Inventory, shall
immediately cease to be Eligible Inventory for the purpose of determining the
Borrowing Base under this Second Restated Credit Agreement. Notwithstanding the
foregoing, plastic film inventory subject to a repurchase agreement with the
seller, conditionally assigned to the Lenders in form and substance acceptable
to the Agent may be included in Eligible Inventory at the Lenders' sole
discretion.

                  1.1.50 "Eligible Investments" means (i) obligations issued or
guaranteed by any state or political subdivision thereof rated A higher by
Moody's Investors Services Inc. or by Standard and Poor's Corporation, or their
successor; (ii) shares of a money market mutual fund the assets of which are
exclusively invested in obligations of the type described in (i) above; and
(iii) investments expressly approved by Bond Counsel in writing; PROVIDED that
any such investment or deposit is not prohibited by law.

                  1.1.51 [Intentionally Omitted].

                  1.1.52 [Intentionally Omitted].

                  1.1.53 [Intentionally Omitted].




                                       10
<PAGE>   21


                  1.1.54 [Intentionally Omitted].

                  1.1.55 [Intentionally Omitted].

                  1.1.56 [Intentionally Omitted].

                  1.1.57 [Intentionally Omitted].

                  1.1.58 "ERISA" will mean the Employee Retirement Income
Security Act of 1974, or any successor statute, as amended or supplemented from
time to time.

                  1.1.59 "ERISA Affiliate" will mean any person (as defined in
Section 3(a)) of ERISA including each trade or business (whether or not
incorporated) that together with the Company, or any Subsidiary thereof, would
be deemed to be a "single employer" or member of the same "controlled group"
within the meaning of section 414 of the Code.

                  1.1.60 "Eurocurrency Liabilities" will have the meaning given
such term in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.

                  1.1.61 "Eurodollar Rate" will mean, with respect to any
Eurodollar Rate Advance and its related Eurodollar Interest Period, the interest
rate per annum equal to the rate per annum (rounded upwards, if necessary, to
the nearest 1/8 of 1%), determined by the Agent by dividing (a) the rate per
annum at which deposits in Dollars are offered in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days before the first day of
such Eurodollar Interest Period for delivery on the first day of such Eurodollar
Interest Period, in an amount substantially equal to such Eurodollar Rate
Advance and for a period equal to such Eurodollar Interest Period by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Eurodollar Interest Period. The Eurodollar Rate will be adjusted automatically
on the effective date of any change in the Eurodollar Rate Reserve Percentage,
such adjustment to affect any Eurodollar Rate Advance outstanding on such
effective date.

                  1.1.62 "Eurodollar Rate Advance" will mean any Advance as to
which the Company has elected an Interest Rate that is based upon the Eurodollar
Rate.

                  1.1.63 "Eurodollar Rate Reserve Percentage" will mean for any
day, the maximum reserve percentage (rounded upward if necessary, to the next
higher 1/100 of 1%), as determined by the Agent, which is in effect on such day
as prescribed from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental, marginal, special
or other reserve requirements) for a member bank of the Federal Reserve System
in New York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest 


                                       11
<PAGE>   22


rate on Eurodollar Rate Advances is determined) having a term equal to the term
of the relevant Eurodollar Rate Advance.

                  1.1.64 "Event of Default" will mean any of the events listed
in Section 11 of this Second Restated Credit Agreement.

                  1.1.65 "Excess Cash Flow" will mean Operating Cash Flow less
the sum of principal payments on long term debt (excluding scheduled Optional
Redemptions of the Bonds) including capitalized lease payments, capital
expenditures using funds other than borrowed funds, permitted dividends, taxes
and quarterly deposits to the Sinking Fund Accounts, and specifically excluding
deposits of payments on the BKS Enterprises, Inc. Promissory Note, proceeds from
the sale of assets or equity contributions.

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

                  1.1.67 "Fiscal Quarter" means each three (3) month fiscal
period of the Company.

                  1.1.68 "Fiscal Year" means each annual fiscal period of the
Company ending on or about March 31.

                  1.1.69 "Fixed Rate" will mean the Treasury Rate plus the
Applicable Margin.

                  1.1.70 "GAAP" will mean generally accepted accounting
principles.

                  1.1.71 "Governmental Authority" will mean any nation or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including, without limitation, any
department, commission, board, bureau, agency, administration, service or other
instrumentality of the United States of America, of any state, the District of
Columbia, municipality or any other governmental entity.

                  1.1.72 "Hazardous Wastes", "hazardous substances" and
"pollutants or contaminants" will mean any substances, waste, pollutant or
contaminant now or hereafter included with any respective terms under any now
existing or hereinafter enacted or amended federal, state or local statute,
ordinance, code or regulation designed to protect the environment, including but
not limited to the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. section 9601 ET SEQ. ("CERCLA").


                                       12

<PAGE>   23

                  1.1.73 "Indebtedness" will mean, for any Person, without
duplication, the following: (a) all obligations (including capitalized lease
obligations) which in accordance with GAAP would be shown on a balance sheet as
a liability; (b) all obligations for borrowed money or for the deferred purchase
price of property or services; (c) all guarantees, reimbursement, payment or
similar obligations, absolute, contingent or otherwise, under acceptance, letter
of credit or similar facilities; and (d) all Indebtedness of any other Person
secured by (or for which the holder of such Indebtedness has a right, contingent
or otherwise, to be secured by) any lien of any kind upon or in property or
assets owned by such Person, whether or not such Person has assumed or become
liable for the payment of any such Indebtedness.

                  1.1.74 "Indenture" will mean the Boone Indenture, the
Scottsburg Indenture, the Port Authority Indenture or, if the Port Authority
Bonds are refunded, the Trust Indenture between the Trustee and the Port
Authority of Cincinnati and Hamilton County securing the Refunding Bonds,
collectively and individually as the context requires.

                  1.1.75 "Interest Draft" will mean a drawing under Exhibit A to
any Letter of Credit to be used for payment of interest due on the applicable
Bonds.

                  1.1.76 "Interest Period" will mean, with respect to any (a)
Base Rate Advance, a period commencing on the Borrowing Date or Conversion Date
thereof, as applicable, and ending on a date designated by the Company in the
related Notice of Conversion; (b) Eurodollar Rate Advance, a period commencing
on the Borrowing Date, Conversion Date or Continuation Date thereof, as
applicable, and ending on a date thirty (30), sixty (60), ninety (90) or one
hundred eighty (180) days thereafter, as designated by the Company in the
related Notice of Borrowing, Notice of Conversion or Notice of Continuation;
PROVIDED, HOWEVER, that:

                           a. the Company may not select any Interest Period
                  that ends after the Termination Date;

                           b. whenever the last day of any Interest Period would
                  otherwise occur on a day other than a Business Day, the last
                  day of such Interest Period shall be extended to occur on the
                  next succeeding Business Day; PROVIDED, HOWEVER, that such
                  extension would cause the last day of such Interest Period to
                  occur in the next following calendar month, the last day of
                  such Interest Period shall occur on the next preceding
                  Business Day;

                           c. whenever the first day of any Interest Period
                  occurs on the last Business Day of a calendar month (or on a
                  day of an initial calendar month for which there is no
                  numerically corresponding day in the calendar month at the end
                  of such Interest Period), such Interest Period shall end on
                  the last Business Day of such calendar month; and



                                       13

<PAGE>   24

                           d. in the case of immediately successive Interest
                  Periods, each successive Interest Period shall commence on the
                  day on which each preceding Interest Period expires.

                  1.1.77 "Interest Portion" will have the meaning ascribed to
such term in the Letters of Credit.

                  1.1.78 "Interest Rate" will mean the applicable rates under
Section 2.7, below.

                  1.1.79 "Inventory" will have the meaning given that term in
the Security Documents.

                  1.1.80 "Issuer" will mean Hamilton County, Boone County and
Scottsburg, individually or collectively as applicable.

                  1.1.81 "Items" will have the meaning given that term in
Section 3.1 of this Second Restated Credit Agreement.

                  1.1.82 "Letter of Credit" or "Letters of Credit" will mean the
Scottsburg Alternate Letter of Credit, the Port Authority Alternate Letter of
Credit and the Boone Alternate Letter of Credit individually and collectively as
the context requires.

                  1.1.83 "Letter of Credit Amount" or Letter of Credit Amounts"
will mean the Boone Alternate Letter of Credit Amount, the Scottsburg Alternate
Letter of Credit Amount and the Port Authority Alternate Letter of Credit
Amount, as applicable.

                  1.1.84 "Letter of Credit Commitment" will mean the commitment
of the Agent on behalf of the Lenders to issue Letters of Credit pursuant to
Section 2.10, below.

                  1.1.85 "Letter of Credit Documents" will mean the respective
applications and agreements with respect to Letters of Credit and Standby
Letters of Credit on the Agent's standard forms thereof (or such other form as
the Agent and the Company or the Company may agree) signed at the time of
issuance or renewal of such Letters of Credit or Standby Letters of Credit.

                  1.1.86 "Letter of Credit Facilities" will mean the Credit
Facilities described in Sections 2.10 and 2.11 of this Second Restated Credit
Agreement.

                  1.1.87 "Letter of Credit Obligations" will mean an amount
equal to the sum of (a) the aggregate then undrawn and unexpired amount of the
then outstanding Letters of Credit and Standby Letters of Credit, plus (b) the
aggregate amount of drawings under Letters of Credit and Standby Letters of
Credit that have not then been reimbursed by the Company.

                  1.1.88 "Leverage Ratio" will mean the ratio of (i) total
liabilities less the Sinking Fund Account balance to (ii) Tangible Net Worth.


                                       14

<PAGE>   25


                  1.1.89 "Levies" will have the meaning given that term in
Section 2.14 of this Second Restated Credit Agreement.

                  1.1.90 "Liquidity Period" will mean the period beginning on
the date hereof and terminating on the first to occur of (i) the date the
Letters of Credit terminate, (ii) the first date on which there are no longer
any Bonds Outstanding other than Bonds secured by an Alternate Letter of Credit,
and (iii) the date the Liquidity Period is terminated pursuant to Section 11.

                  1.1.91 "Loan Documents" will mean this Second Restated Credit
Agreement, the Notes, the Security Documents, the Notices, the Letter of Credit
Documents and such other agreements, instruments and documents, including but
not limited to subordination and intercreditor agreements, powers of attorney,
consents, reimbursement agreements, notices, certificates and all other written
matter now or hereafter executed by or on behalf of the Company, and delivered
to the Agent or Lenders in connection with this Second Restated Credit
Agreement, together with all agreements, instruments and documents referred to
therein or contemplated thereby.

                  1.1.92 "Long Term Rate" will have meaning ascribed to such
term in the Boone Indenture, the Port Authority Indenture and the Scottsburg
Indenture.

                  1.1.93 [Intentionally Omitted].

                  1.1.94 "Multiemployer Plan" will mean a multiemployer plan as
defined in section 4001(a)(3) of ERISA to which the Company or any ERISA
Affiliate (other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code section 414) is making or accruing an obligation
to make contributions, or has within any of the preceding five (5) plan years
made or accrued an obligation to make contributions.

                  1.1.95 "Notes" will mean the Substituted Revolving Credit
Notes, which shall be in the form attached to this Second Restated Credit
Agreement as Exhibit D, and will include any amendments, extensions and renewals
made thereto from time to time.

                  1.1.96 "Notice of Borrowing" will mean the notice required
under Section 2.3, below, in the form attached to this Second Restated Credit
Agreement as Exhibit E.

                  1.1.97 "Notice of Continuation" will mean the notice required
under Section 2.5, below, in the form attached to this Second Restated Credit
Agreement as Exhibit F.

                  1.1.98 "Notice of Conversion" will mean the notice required
under Section 2.5, below, in the form attached to this Second Restated Credit
Agreement as Exhibit G.

                  1.1.99 "Notice of Prepayment" will mean the notice required
under Section 2.6, below.



                                       15

<PAGE>   26


                  1.1.100 "Notices" will mean all Notices of Borrowing, Notices
of Continuation, Notices of Conversion, Notices of Prepayment, or any notice
under Section 2.8, below, of termination or reduction.

                  1.1.101 "Obligations" will mean and include all loans,
advances, debts, liabilities, obligations, covenants and duties owing to the
Agent and/or any or all of the Lenders from the Company of any kind or nature
arising under this Second Restated Credit Agreement, the Letters of Credit, the
Standby Letters of Credit, the Letter of Credit Documents, the Notes or any of
the Loan Documents, whether direct or indirect, absolute or contingent, joint or
several, due or to become due, now existing or hereafter arising, and all
charges, expenses, fees, including but not limited to attorneys' fees, and any
other sums chargeable to the Company under any of the Obligations.

                  1.1.102 "Operating Cash Flow" will mean the sum of net income,
plus or minus non-cash items as determined in accordance with GAAP.

                  1.1.103 "Outstanding" when applied to the Bonds will have the
meaning ascribed to such term in the Indenture.

                  1.1.104 "PBGC" will mean the Pension Benefit Guaranty
Corporation referred to and defined in ERISA.

                  1.1.105 "Permitted Liens" will mean:

                           a. liens securing the payment of taxes, either not
                  yet due or the validity of which is being contested by the
                  Person being charged in good faith by appropriate proceedings,
                  and as to which it has set aside on its books adequate
                  reserves to the extent required by GAAP;

                           b. deposits under workers' compensation, unemployment
                  insurance and social security laws, or to secure the
                  performance of bids, tenders, contracts (other than for the
                  repayment of borrowed money) or leases, or to secure statutory
                  obligations or surety or appeal bonds, or to secure indemnity,
                  performance or other similar bonds in the ordinary course of
                  business;

                           c. liens imposed by law, such as carriers',
                  warehousemen's or mechanics' liens, incurred by it in good
                  faith in the ordinary course of business;

                           d. liens in favor of Agent for the benefit of the
                  Lenders under this Second Restated Credit Agreement or the
                  Security Documents; and

                           e. liens disclosed on the updated Disclosure
                  Schedule.



                                       16

<PAGE>   27


                  1.1.106 "Person" will mean an individual, partnership,
corporation (including a business trust), limited liability company, joint stock
company, trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

                  1.1.107 "Plan" will mean any pension plan subject to the
provisions of Title IV of ERISA or section 412 of the Code and which is
maintained for employees of the Company or any ERISA Affiliate.

                  1.1.108 "Potential Default" will mean any event or condition
which may with lapse of time or notice or both constitute a Default or Event of
Default.

                  1.1.109 "Prime Rate" will mean the rate established by the
Agent from time to time based on its consideration of various factors, including
money market, business and competitive factors, and is not necessarily Agent's
most favored interest rate. Subject to any maximum or minimum interest rate
limitations specified herein or by applicable law, if and when the Prime Rate
changes while any indebtedness, principal or interest or any other amount
remains outstanding under this Second Restated Credit Agreement, then in each
such event, any rate of interest payable under this Second Restated Credit
Agreement, the Notes or any of the other Loan Documents based on the Prime Rate
will change automatically without notice to the Company effective the date of
such change.

                  1.1.110 "Principal Portion" will have the meaning ascribed to
such term in the Letters of Credit.

                  1.1.111 [Intentionally Omitted].

                  1.1.112 "Ratable Portion" will mean, with respect to any
Lender, a fraction (expressed as a percentage), the numerator of which will be
the amount of such Lender's Revolving Commitment and the denominator of which
will be the aggregate amount of all of the Lenders' Revolving Commitments, as
the case may be; PROVIDED, HOWEVER, that as to any Lender that fails or refuses
to make its Ratable Portion of any Advance (or to pay any required participation
payment relative to any Letter of Credit or Standby Letter of Credit), such
Lender's Ratable Portion of payments distributable to Lenders shall be adjusted
accordingly.

                  1.1.113 [Intentionally Omitted].

                  1.1.114 "Redemption Draft" will mean a drawing under Exhibit C
to any Letter of Credit to be used for payment of the portion of the redemption
price of the applicable Bonds corresponding to the principal amount thereof to
be redeemed and cancelled by the Issuer pursuant to the Indenture, or payment of
the principal amount of such Bonds at their stated maturity or upon acceleration
of payments due on such Bonds pursuant to the Indenture.



                                       17

<PAGE>   28


                  1.1.115 "Remarketing Agent" will mean with respect to the Port
Authority Bonds, Citicorp Investment Bank and with respect to the Boone Bonds
and the Scottsburg Bonds, The Ohio Company.

                  1.1.116 "Remarketing Agreement" means the Remarketing Agent's
agreement to perform its duties under the Indenture.

                  1.1.117 "Reportable Event" will mean any reportable event as
defined in section 4043(b) of ERISA or the regulations issued thereunder with
respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code
section 414).

                  1.1.118 [Intentionally Omitted].

                  1.1.119 "Responsible Officer" will mean, with respect to any
Person, any of its financial officers, or its chairman, chief executive officer,
president or any vice president.

                  1.1.120 "Second Restated Credit Agreement" will mean this
Second Amended and Restated Credit, Reimbursement and Security Agreement and any
amendments or supplements thereto made from time to time in accordance with
Section 16.4, below.

                  1.1.121 "Revolving Commitment" will mean, as to any Lender,
the dollar amount set forth opposite its name on Exhibit A hereto under the
heading Revolving Commitment, as such amount may be reduced from time to time
pursuant to Section 2.8, below.

                  1.1.122 "Revolving Conditions" will mean the conditions
specified in Section 2.1, below.

                  1.1.123 "Revolving Credit Facility" will mean the Credit
Facility described in Section 2.1, below.

                  1.1.124 "Revolving Credit Loans" will mean the advances made
pursuant to Section 2.1. below.

                  1.1.125 "Revolving Credit Notes" will mean the notes
evidencing the Revolving Credit Loans, which shall be in the form attached
hereto as Exhibit D, and will include all amendments, extensions and renewals
made thereto from time to time.

                  1.1.126 "Security Documents" will mean the security
agreements, pledges, mortgages or other documents delivered by the Company to
the Agent for the benefit of the Lenders now or in the future to encumber the
Collateral in favor of the Agent for the benefit of the Lenders.



                                       18

<PAGE>   29


                  1.1.127 "Sinking Fund Accounts" will mean the accounts
described in Section 4 of this Second Restated Credit Agreement.

                  1.1.128 "Standby Letter of Credit" or "Standby Letters of
Credit" will mean Standby Letters of Credit issued pursuant to Section 2.11 of
this Second Restated Credit Agreement to support the contingent obligation of
the Company to pay a supplier amounts due under a purchase contract or for such
other corporate purpose to which the Agent consents in its sole discretion.

                  1.1.129 "Standby Letter of Credit Commitment" will mean the
Commitment of the Agent on behalf of the Lenders to issue Standby Letters of
Credit in the aggregate not exceeding (a) the Available Commitment or (b)
$500,000.

                  1.1.130 "Standby Letter of Credit Conditions" will mean the
conditions specified in Section 2.11.1 of this Second Restated Credit Agreement.

                  1.1.131 "Standby Letter of Credit Disbursements" will have the
meaning given that term in Section 2.11.5 of this Second Restated Credit
Agreement.

                  1.1.132 "Standby Letter of Credit Facility" will mean the
Credit Facility described in Section 2.11 of this Second Restated Credit
Agreement.

                  1.1.133 "Subsidiary" will mean, as to any Person, any
corporation, partnership, trust or other entity of which a fifty percent (50%)
or more of the stock (or equivalent ownership or controlling interest) having by
the terms thereof ordinary voting power to elect a majority of the directors (if
a corporation) or to select the trustee or exercise equivalent controlling
interest (irrespective of whether or not at the time stock of any class or
classes of such corporation or other interest of such entity shall have or might
have voting power by reason of the happening of any contingency), is at any
relevant time directly or indirectly owned or controlled by such Person or one
or more other Subsidiaries of such Person or any combination thereof.

                  1.1.134 "Tangible Net Worth" at any particular time, with
respect to any particular Person, will mean (i) the sum of the amounts appearing
on the balance sheet of such Person as (a) the stated value of all outstanding
stock and (b) capital, paid-in and earned surplus; less (ii) the sum of (a) the
deficit in any surplus or capital account, including treasury stock, (b) any
amounts at which shares of the capital stock of such Person appear on the asset
side of such balance sheet, and (c) any amounts by which patents, trademarks,
trade names, organizational expenses and other intangible items of similar
nature and good will appear on the asset side of such balance sheet, all as of
the last day of the month previous to such particular time. In calculating Net
Worth, FASB 87 pension adjustments after Fiscal Year end 1994 will be excluded.

                  1.1.135 "Taxes" will have the meaning given that term in
Section 2.14 of this Second Restated Credit Agreement.


                                      19

<PAGE>   30


                  1.1.136 "Tender Agent" will mean PNC Bank, Ohio, National
Association.

                  1.1.137 "Tender Draft" will mean a drawing or drawings under
Exhibit B to any Letter of Credit to be used for payment of the purchase price
of the applicable Bonds tendered to the Tender Agent in accordance with the
Indenture and not remarketed.

                  1.1.138 "Termination Date" will mean July 31, 1998; PROVIDED,
HOWEVER, that the Termination Date will in no event be later than the date on
which all of the Commitments for the Credit Facilities will have been terminated
in whole, whether by expiration or upon acceleration.

                  1.1.139 [Intentionally Omitted].

                  1.1.140 "Total Revolving Commitment" will mean the aggregate
of the Revolving Commitments.

                  1.1.141 "Treasury Rate" will mean the weekly average rate for
United States Treasury Notes with maturities of five (5) years (computed on a
constant maturity basis) as published in the most current version of the Federal
Reserve Board Publication HR.15 as determined by the Agent on any date of
determination.

                  1.1.142 "Trustee" shall mean PNC Bank, Ohio, National
Association, as Trustee.

                  1.1.143 "Type of Advance" refers to the distinction between
Advances bearing interest at the Base Rate or Eurodollar Rate.

                  1.1.144 "Unremarketed Tendered Bonds" means Bonds which (a)
have been tendered for purchase pursuant to optional or mandatory tender
provisions of the Bonds and Indenture, and (b) have not been successfully
remarketed by the Remarketing Agent prior to 11:00 a.m. or the date of purchase
thereof pursuant to such tender.

                  1.1.145 "Withdrawal Liability" will mean liability to a
Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title
IV of ERISA.

         1.2 OTHER ACCOUNTING DEFINITIONAL PROVISIONS. Unless otherwise
specified, all accounting terms used herein and all accounting determinations
made hereunder shall be made in accordance with GAAP, applied consistently with
the audited financial statements of the Company for the fiscal year ended March
31, 1996, except for any inconsistency resulting from any change in accounting
principles or methods adopted by the Company with the agreement of its
independent certified public accountants; PROVIDED, HOWEVER, that if any change
in GAAP or its application occurs hereafter or if the Company adopts a change to
its accounting principles or methods with the agreement of its independent
certified public accountants, and such change 




                                       20
<PAGE>   31




results in a change in the calculations of any financial covenants or
restriction set forth in this Second Restated Credit Agreement, then the parties
hereto agree to enter into and diligently pursue negotiations in order to amend
such financial covenant or restriction so as to equitably reflect such change,
with the desired result being that the criteria for evaluating the financial
condition and results of operations of the Company shall be the same after such
change as if such change had not been made. Pending the resolutions of any such
negotiations, the Company will provide to each Lender such unaudited financial
statements and proforma statements using the accounting methods and principles
used in the preparation of the audited financial statements for the year ended
March 31, 1996 as are necessary to enable the Lenders to test the financial
covenants and restrictions contained herein.

         1.3 OTHER DEFINITIONAL PROVISIONS. All terms defined in this Second
Restated Credit Agreement in the singular will have comparable meanings when
used in the plural and vice-versa. The words "hereof," "herein" and "hereunder"
and words of similar import when used in this Second Restated Credit Agreement
will mean this Second Restated Credit Agreement as a whole and not any
particular provision of this Second Restated Credit Agreement.

2.       CREDIT FACILITIES.

         2.1      REVOLVING CREDIT FACILITY.

                  2.1.1 Each Lender severally agrees to make, subject to the
terms and conditions herein set forth, Revolving Credit Loans to the Company on
any Business Day during the period from the Closing Date to the Business Day
preceding the Termination Date upon the request of the Company in an amount not
to exceed the Available Commitment of such Lender; PROVIDED that:

                           a. such Lender's Ratable Portion of the Aggregate
                  Outstanding Revolving Credit shall not exceed at any time such
                  Lender's Revolving Commitment;

                           b. the Aggregate Outstanding Revolving Credit shall
                  not exceed at any time the Borrowing Base; and

                           c. no Event of Default exists.

                  2.1.2 Within the above-described limits, the Company may
borrow under this Section 2.1, prepay pursuant to Section 2.6.1, below, and
reborrow under this Section 2.1.

                  2.1.3 The Revolving Credit Loans will be evidenced by the
Substituted Revolving Credit Notes and will bear interest and be payable in the
manner set forth herein and therein. The Company will pay to the Agent for the
account of the Lenders the outstanding principal amount of, and all accrued and
unpaid interest on, all Revolving Credit Loans on the Termination Date.


                                       21

<PAGE>   32



                  2.1.4 The initial term of the Revolving Credit Loans and the
Substituted Revolving Credit Notes will commence on the Closing Date and expire
on July 31, 1998. On each anniversary date of the Substituted Revolving Credit
Notes, the Substituted Revolving Credit Notes and the Revolving Credit Loans may
be extended, in the sole discretion of the Lenders, for additional periods of
one (1) year each upon the request of the Company by written notice given to the
Agent at least sixty (60) days prior to the anniversary date.

         2.2      [INTENTIONALLY OMITTED].

         2.3      MANNER OF BORROWING.

                  2.3.1 REVOLVING BORROWINGS. Except as otherwise provided
herein, the Company will give the Agent a Notice of Borrowing with respect to
each Borrowing under the Revolving Credit Facilities, not later than 11:00 a.m.
(Cincinnati time) on (a) the Business Day of the proposed Borrowing Date in the
case of a Borrowing consisting of Base Rate Advances and (b) two (2) Business
Days prior to the proposed Borrowing Date, in the case of a Borrowing consisting
of Eurodollar Rate Advances. The Agent will give to each Lender prompt notice
thereof by telex, telecopier or cable. Each Notice of Borrowing shall be by
telecopier (or by telephonic notice confirmed in writing by a Notice of
Borrowing delivered no later than the close of business on the day on which such
telephonic notice is given), specifying therein all matters required by such
Notice, including but not limited to the requested (i) Borrowing Date, (ii)
Credit Facility under which such Borrowing is to be made, (iii) the amount and
Type of Advances comprising such Borrowing, (iv) aggregate amount of such
Borrowing, and (v) in the case of a Borrowing consisting of Eurodollar Rate
Advances the initial Interest Period for each such Advance. In the case of a
proposed Borrowing comprised of Eurodollar Rate Advances, the Agent shall
promptly notify each Lender of the applicable Eurodollar Rate. Each Revolving
Loan that is a Base Rate Advance shall be in an aggregate principal amount of
$250,000 or in integral multiples of $50,000 in excess thereof. Each Revolving
Loan that is a Eurodollar Rate Advance shall be in an aggregate principal amount
of $500,000 or in integral multiples of $100,000 in excess thereof. The Lenders
will have no obligation to make Eurodollar Rate Advances if thereafter there
would be outstanding Eurodollar Rate Advances with Interest Periods that end on
more than five (5) different dates. If the Company fails to specify an Interest
Period with respect to a Eurodollar Rate Advance, or fails to specify the Type
of any Advance, or fails to provide any other information required by such
Notice as to an Advance, the Company shall be deemed to have selected a
Borrowing that is a Base Rate Advance. Each Lender shall, before 11:00 a.m.
(Cincinnati time) on the Borrowing Date, make available for the account of its
Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's Ratable Portion of such Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Section 7 hereof, the Agent will make such funds available to the
Company by crediting the Cash Collateral Account.

                  2.3.2 [INTENTIONALLY OMITTED].


                                       22

<PAGE>   33


         2.4      ADDITIONAL PROVISIONS REGARDING FUNDING.

                  2.4.1 As to all Advances, the Agent may assume that each
Lender will make its Advances available to the Agent on the Borrowing Date in
accordance with this Second Restated Credit Agreement and the Agent may, but
shall not be obligated to, advance to the Company on such Lender's behalf such
Lender's Advance, or any portion of such share, for the account of such Lender
unless such Lender shall have notified the Agent in writing (a) in the case of a
Base Rate Advance, prior to 2:00 p.m. (Cincinnati time) on the Borrowing Date,
or (b) in the case of any other Advance, prior to 2:00 p.m. (Cincinnati time) on
the Business Day prior to the Borrowing Date, that funds will not be made
available by such Lender for such Advance, in which case the Agent promptly
shall notify the Company of such fact. If any such funds are so advanced by 
the Agent, such Lender and the Company severally agree to pay such amount to
the Agent, forthwith on demand, but no later than the Wednesday following the
date such funds are advanced, together with interest thereon for each day from
the date such amount is made available to the Company until the date such
amount is paid to the Agent, at (i) in the case of the Company, a rate per
annum equal to the interest rate payable by the Company with respect to such
Loan in effect from time to time while such Advance is outstanding and (ii) in
the case of such Lender, two percent (2%) in excess of the Federal Funds Rate.
If such Lender shall pay to the Agent such amount, such amount so paid shall
constitute such Lender's Advance as part of such Borrowing.
        
                  2.4.2 No Lender's obligation to make any Advance shall be
affected by any other Lender's failure to make funds available for the same or
any other Borrowing, nor shall any Lender be liable for the failure of any other
Lender to fulfill an obligation to make any Advance.

         2.5      CONVERSIONS AND CONTINUATION OF ADVANCES.

                  2.5.1 OPTIONAL CONVERSION. Subject to the terms and conditions
of this Second Restated Credit Agreement and provided that no Default or Event
of Default shall have occurred and be continuing, upon delivery to the Agent of
a Notice of Conversion, the Company (a) may convert any Eurodollar Rate Advance
under the Revolving Credit Facility upon expiration of the applicable Interest
Period, or may convert any Base Rate Advance under the Revolving Credit Facility
at any time, to a Eurodollar Rate Advance or a Base Rate Advance, as the case
may be, under the same Credit Facility. Any such Notice of Conversion shall be
delivered to the Agent prior to 11:00 a.m. (Cincinnati time) two (2) Business
Days prior to the proposed Conversion Date (which must, except for conversions
to Base Rate Advances, be the last day of the applicable Interest Period). The
Agent will give to each Lender prompt notice thereof by telex, telecopier or
cable. Each Notice of Conversion shall be by telex, telecopier or cable (or by
telephone notice confirmed in writing by a Notice of Conversion delivered no
later than the close of business on the day on which such telephonic notice is
given), specifying therein all matters required by such Notice, including but
not limited to the following: (a) the requested Conversion Date (which must be a
Business Day), (b) the amount and Type of Advances to be converted and (c) if
such conversion is to a Eurodollar Rate Advance, the initial Interest Period for
such Advance. Notwithstanding the foregoing, each converted Advance that is a
Eurodollar Rate Advance shall be in an aggregate principal amount of $500,000 or
in integral multiples of $100,000 in excess 

                                       23

<PAGE>   34


thereon or in the full remaining principal amount thereof; and after giving
effect to any such conversion there shall not be outstanding, under the
Revolving Credit Facility, Eurodollar Rate Advances with Interest Periods that
end on more than four (4) different dates; and no Advance shall be converted to
an Advance under a Credit Facility other than the Credit Facility under which
such Advance originally was made.

                  2.5.2 CONTINUATION. Subject to the terms and conditions of
this Second Restated Credit Agreement and provided that no Default or Event of
Default shall have occurred and be continuing, the Company may elect to continue
any Eurodollar Rate Advance under a Credit Facility as such under such Credit
Facility (at the Interest Rate applicable to such Type of Advance determined as
of the new Interest Period) upon expiration of the applicable Interest Period by
delivering to the Agent a Notice of Continuation prior to 11:00 a.m. (Cincinnati
time) two (2) Business Days prior to the last day of the then current Interest
Period applicable to such Advance. The Agent will give to each Lender prompt
notice thereof by telex, telecopier or cable. Each Notice of Continuation shall
be by telex, telecopier or cable (or by telephone notice confirmed in writing by
a Notice of Continuation delivered no later than the close of business on the
day on which such telephonic notice is given), specifying therein all matters
required by such Notice, including but not limited to the following: (a) the
requested Continuation Date (which must be a Business Day), (b) the amount and
Type of Advances to be continued and (c) the Interest Period for such continued
Advance. Notwithstanding the foregoing, each such continued Advance shall be in
an aggregate principal amount of $500,000 or in integral multiples of $100,000
in excess thereof or in the full remaining principal amount thereof; and after
giving effect to any such continuation there shall not be outstanding under the
Revolving Credit Facility Eurodollar Rate Advances with Interest Periods that
end on more than four (4) different dates.

                  2.5.3 AUTOMATIC CONVERSION. If the Company shall fail to give
a timely and complete Notice of Conversion or Notice of Continuation with
respect to an outstanding Advance in accordance with this Second Restated Credit
Agreement, or any requested conversion or continuation otherwise fails to
satisfy the applicable requirements of this Second Restated Credit Agreement,
the Company shall be deemed to have elected to convert such outstanding Advance
to a Base Rate Advance on the last day of the applicable Interest Period.
Advances also are subject to automatic conversion under the circumstances set
forth in Section 2.16, below.

         2.6      PREPAYMENT OF REVOLVING CREDIT FACILITY.

                  2.6.1 OPTIONAL PREPAYMENT. Subject to the terms and conditions
of this Second Restated Credit Agreement, the Company may elect to prepay all or
any part of an Advance (except for Eurodollar Rate Advances) at any time by
delivering to the Agent a Notice of Prepayment prior to the proposed prepayment
in the case of a Base Rate Advance, and at least three (3) Business Days prior
to the proposed date of prepayment in the case of a Eurodollar Rate Advance,
provided that each such partial prepayment of any Advance other than a Base Rate
Advance shall be in an aggregate principal amount of $250,000 or an integral
multiply of $50,000 in excess thereof and provided further that each prepayment
of any Advance shall be accompanied by payment of the accrued interest to the
date of prepayment on the principal amount prepaid and 




                                       24

<PAGE>   35


any amounts payable pursuant to Section 2.17 hereof as a result of such
prepayment. Each Notice of Prepayment must specify, as to each Advance being
prepaid, the proposed prepayment date, the Advance being prepaid and the
aggregate principal amount of the prepayment. All prepayments shall be paid to
the Agent.

                  2.6.2 MANDATORY PREPAYMENT. In the event that the Aggregate
Outstanding Revolving Credit would in whole or in part exceed any applicable
Revolving Conditions, whether after giving effect to any reduction or
termination of the applicable Total Revolving Commitment or otherwise, the
Company immediately shall make a prepayment of principal in an amount sufficient
to eliminate the excess, plus all accrued interest thereon and any amounts
payable pursuant to Section 2.17 hereof.

         2.7      INTEREST ON THE ADVANCES.

                  2.7.1 INTEREST RATES ON REVOLVING CREDIT LOANS. Each Revolving
Loan shall bear interest from the Borrowing Date thereof on the principal amount
thereof from time to time outstanding until due and payable (whether at the
stated maturity, by acceleration or otherwise) as follows: (a) in the case of a
Base Rate Advance, at a fluctuating rate per annum equal to the Base Rate as
from time to time in effect plus the Applicable Margin and (b) in the case of a
Eurodollar Rate Advance, at a rate per annum equal to the Eurodollar Rate for
the Interest Period applicable to such Eurodollar Rate Advance plus the
Applicable Margin. Commencing with the two consecutive Fiscal Quarters after the
Closing Date, the Applicable Margin will change if the Company maintains the
specified Cash Flow Coverage Ratio for two consecutive Fiscal Quarters.

                  2.7.2 [INTENTIONALLY OMITTED].

                  2.7.3 [INTENTIONALLY OMITTED].

                  2.7.4 REVOLVING CREDIT LOANS INTEREST PAYMENT DATES.

                           2.7.4.1 Accrued interest under the Revolving Credit
Loans shall be payable (i) monthly on the first day of each month, (ii) on the
date any such Advance is converted or continued (if applicable) or paid in full,
(iii) on the Termination Date, and (iv) after maturity, on demand.

                           2.7.4.2   [Intentionally Omitted].

                  2.7.5 DEFAULT RATE. Upon the occurrence and during the
continuance of any Event of Default, the unpaid principal amount of each
Advance, and to the extent not paid when due, the unpaid amount of all interest,
fees, expenses and other amounts payable hereunder, shall bear interest at the
Default Rate in effect from time to time. The waiver by the Agent of the right
to charge the Default Rate, the failure of the Agent to charge the Default Rate
or the acceptance by the Agent of any payment bearing interest at the Default
Rate, in any instance, shall not prejudice any of the Agent's rights or remedies
contained herein or be deemed to extend the 

                                       25

<PAGE>   36


applicable cure period for the Default in question or to create any cure period
for any default for which this Second Restated Credit Agreement does not
specifically provide a cure period.

         2.8 TERMINATION OR REDUCTION OF REVOLVING COMMITMENT AND STANDBY LETTER
OF CREDIT COMMITMENT BY THE COMPANY. The Company shall have the right from time
to time to terminate the Standby Letter of Credit Commitment and/or Revolving
Commitment, or reduce the Standby Letter of Credit and/or Revolving Commitment
upon not less than thirty (30) Business Days' prior notice by the Company to the
Agent in writing or by telecopy or facsimile transmission, which notice shall
(a) specify the Commitment being terminated or the Commitment being reduced, (b)
specify the effective date of such termination or reduction, (c) be irrevocable
and effective only upon receipt by the Agent and (d) be signed by an Authorized
Employee of the Company; PROVIDED, HOWEVER, that after giving effect to any such
termination or reduction, all applicable Standby Letter of Credit Conditions
and/or Revolving Conditions must be satisfied. Any optional reduction of the
Revolving Commitment shall be in the amount of $500,000 or in integral multiples
of $100,000 in excess thereof or in the full amount of the Commitment as then in
effect. Any termination or reduction pursuant to this Section 2.8 shall be
permanent. The Agent promptly shall give notice to each Lender of any
termination or reduction hereunder. Any such termination or reduction shall be
accompanied by a payment of accrued but unpaid interest, principal in an amount
sufficient to eliminate the excess over the Commitment as reduced or terminated,
the accrued but unpaid Commitment Fee with respect to the amount of the
Commitment that is terminated or reduced and any amounts payable pursuant to
Section 2.17, below.

         2.9 RECORDS. Each Lender is hereby authorized by the Company to record
on the schedule attached to the Notes or in its books and records, the date,
amount, Interest Rate, and applicable Interest Period, if any, of each Advance
made to the Company, the date and amount of each payment of principal or
interest thereon, and the other information provided for on such schedule, which
schedule or books and records, as the case may be, will constitute PRIMA FACIE
evidence of the accuracy of the information so recorded, PROVIDED, HOWEVER, that
failure of any Lender to record, or any error in recording, any such information
will not relieve the Company of its obligation to repay the outstanding
principal amount of the Advances, all accrued interest thereon, and other
amounts payable with respect thereto in accordance with the terms of the Notes
and this Second Restated Credit Agreement.

         2.10     LETTER OF CREDIT FACILITIES.

                  2.10.1 ISSUANCE OF SCOTTSBURG ALTERNATE LETTER OF CREDIT. The
Company has requested the Agent, as agent and for the account of the Lenders, to
issue the Scottsburg Alternate Letter of Credit to the Trustee. Subject to the
conditions precedent hereinafter set forth, the Agent has issued, and the
Lenders hereby confirm the authority of the Agent to issue, to the Trustee
pursuant to the request of the Company, as of the date of execution and delivery
of the Credit Agreement, the Scottsburg Alternate Letter of Credit in the
Scottsburg Alternate Letter of Credit Amount and substantially in the form
attached hereto as Exhibit I. The Interest Portion of the Scottsburg Alternate
Letter of Credit Amount has been established on the basis of two hundred ten



                                      26

<PAGE>   37


(210) days' interest on the Scottsburg Bonds, at an assumed maximum interest
rate of 15% per annum. The Scottsburg Alternate Letter of Credit shall expire at
5:00 p.m. on July 31, 1998, or if such day is not a Business Day, on the next
succeeding Business Day, subject to renewal as provided therein. The Scottsburg
Alternate Letter of Credit is subject to prior automatic termination as provided
therein. The payment of all drawings honored under the Scottsburg Alternate
Letter of Credit will be made with the Agent's own funds. Draws under the
Scottsburg Alternate Letter of Credit are not available to pay any amounts due
under the Boone Alternate Letter of Credit or the Port Authority Alternate
Letter of Credit.

                  2.10.2 ISSUANCE OF BOONE ALTERNATE LETTER OF CREDIT. The
Company has requested the Agent, as agent and for the account of the Lenders, to
issue the Boone Alternate Letter of Credit to the Trustee. Subject to the
conditions precedent hereinafter set forth, the Agent has issued, and the
Lenders hereby confirm the authority of the Agent to issue, to the Trustee
pursuant to the request of the Company, as of the date of execution and delivery
of the Credit Agreement, the Boone Alternate Letter of Credit in the Boone
Alternate Letter of Credit Amount and substantially in the form attached hereto
as Exhibit J. The Interest Portion of the Boone Alternate Letter of Credit
Amount has been established on the basis of two hundred ten (210) days' interest
on the Boone Bonds, at an assumed maximum interest rate of 15% per annum. The
Boone Alternate Letter of Credit shall expire at 5:00 p.m. on July 31, 1998, or
if such day is not a Business Day, on the next succeeding Business Day, subject
to renewal as provided therein. The Boone Alternate Letter of Credit is subject
to prior automatic termination as provided therein. The payment of all drawings
honored under the Boone Alternate Letter of Credit will be made with the Agent's
own funds. Draws under the Boone Alternate Letter of Credit are not available to
pay any amounts due under the Scottsburg Alternate Letter of Credit or the Port
Authority Alternate Letter of Credit.

                  2.10.3 ISSUANCE OF PORT AUTHORITY ALTERNATE LETTER OF CREDIT.
The Company has requested the Agent, as agent and for the account of the
Lenders, to issue the Port Authority Alternate Letter of Credit to the Trustee.
Subject to the conditions precedent hereinafter set forth, the Agent has issued,
and the Lenders hereby confirm the authority of the Agent to issue, to the
Trustee pursuant to the request of the Company, as of the date of execution and
delivery of the Agreement, the Port Authority Alternate Letter of Credit in the
Port Authority Alternate Letter of Credit Amount and substantially in the form
attached hereto as Exhibit K. The Interest Portion of the Port Authority
Alternate Letter of Credit Amount has been established on the basis of
seventy-five (75) days' interest on the Port Authority Bonds, at an assumed
maximum interest rate of 15% per annum. The Port Authority Alternate Letter of
Credit shall expire at 5:00 p.m. on July 31, 1998, or if such day is not a
Business Day, on the next succeeding Business Day, subject to renewal as
provided therein. The Port Authority Alternate Letter of Credit is subject to
prior automatic termination as provided therein. The payment of all drawings
honored under the Port Authority Alternate Letter of Credit will be made with
the Agent's own funds. Draws under the Port Authority Letter of Credit are not
available to pay any amounts due under the Boone Alternate Letter of Credit or
the Scottsburg Alternate Letter of Credit.

                  2.10.4 [INTENTIONALLY OMITTED].


                                       27

<PAGE>   38


                  2.10.5 REIMBURSEMENT AND OTHER PAYMENTS. The Company hereby
agrees to pay or cause to be paid to the Agent:

                           2.10.5.1 a sum equal to each amount drawn under the
Letters of Credit by an Interest Draft, on the same Business Day that such
amount is so drawn after such draw is honored by the Agent;

                           2.10.5.2 a sum equal to each amount drawn against the
Interest Portion of the Letter of Credit Amounts by a Tender Draft (a) in the
case of any such amount drawn on an Interest Payment Date (as defined in the
Indenture) of the Bonds being purchased with the proceeds of such Tender Draft,
the same Business Day that such amount is so drawn after such draw is honored by
the Agent, and (b) in all other cases, on the first to occur of (i) the first
Business Day of the first calendar month following the calendar month in which
such amount is so drawn, (ii) the date on which the Bonds purchased with the
proceeds of such Tender Draft are remarketed by the Remarketing Agent and the
proceeds thereof delivered to the Trustee, (iii) the date on which the Bonds
purchased with the proceeds of such Tender Draft are redeemed or otherwise paid
in full, or (iv) the date the Liquidity Period terminates;

                           2.10.5.3 a sum equal to each amount drawn against the
Principal Portion of the Letter of Credit Amounts by a Tender Draft (for the
purpose of this subparagraph 2.10.5.3 the "Principal Draft Amount") payable as
follows:

                                    a. Subject to the terms set forth in this
                  Section 2.10.5, the Agent will hold Unremarketed Tendered
                  Bonds for up to four hundred fifty-eight (458) days. During
                  the period, if any, that Unremarketed Tendered Bonds are held
                  by the Agent, the Company will continue to make all Sinking
                  Fund Account payments and principal and interest payments on
                  such Bonds. Upon payment in full of all sums due the Agent in
                  connection with any Tender Draft, the Agent will deliver any
                  Bonds held by the Agent, or its agent, in connection with such
                  Tender Draft to such person or persons as the Trustee or
                  Company may direct. In the event that there shall be a Tender
                  Draft on or after four hundred fifty-eight (458) days after
                  the first Tender Draft, the Company will pay to the Agent on
                  each day after any payment is made under any of the Letters of
                  Credit pursuant to any Tender Draft an amount equal to such
                  amount so paid under the Letters of Credit. On the first to
                  occur of (i) the termination of a Letter of Credit in
                  accordance with its terms, or (ii) four hundred fifty-eight
                  (458) days after any Bond subject to a Tender Draft has been
                  delivered to the Agent and has not been remarketed, the
                  Company will pay to the Agent an amount equal to the principal
                  amount of and interest on all Bonds subject to such Tender
                  Draft;

                                    b. anything contained in subparagraph
                  2.10.5.3(a), above notwithstanding, the Principal Draft Amount
                  shall be immediately due and payable from time to time on the
                  first to occur of (i) the date on which the Bonds purchased
                  with the proceeds of such Tender Draft are remarketed by the
                  Remarketing Agent 



                                       28

<PAGE>   39


                  and the proceeds thereof are delivered to the Trustee, (ii)
                  the date on which the Bonds purchased with the proceeds of
                  such Tender Draft are redeemed or otherwise paid in full, or
                  (iii) the date the Liquidity Period terminates; and

                           2.10.5.4 a sum equal to each amount drawn under the
Letters of Credit by a Redemption Draft, on the same Business Day that such
amount is so drawn after such draw is honored by the Agent.

         All sums payable to the Agent under this Section 2.10.5 shall bear
interest, from the date the corresponding amount is drawn against and paid by
the Agent under the Letters of Credit until such sums are paid in full (it being
understood and agreed that any sum paid after 3:00 p.m. on a Business Day shall
bear interest as if it was paid at 9:00 a.m. on the next following Business
Day), at a fluctuating rate per annum (computed for the actual number of days
elapsed, based on a three hundred sixty (360) day year) equal to the Bank
Interest Rate; provided that if any sum or interest thereon payable to the Agent
under this Section 2.10.5 is not paid on the date such sum or interest is due
and payable to the Agent under this Agreement, or if any other Event of Default
as defined herein has occurred and is continuing, then all such sums shall
thereafter bear interest at a fluctuating rate per annum (computed for the
actual number of days elapsed, based on a three hundred sixty (360) day year, as
the case may be) equal to the Default Rate until such sum or interest and all
other amounts due and payable under this Second Restated Credit Agreement have
been paid in full. Interest payable under this Section 2.10.5 shall be reduced
by amounts paid to the Agent as the holder of Bonds pledged to it hereunder.

         Interest accruing on sums payable to the Agent pursuant to this Section
2.10.5 shall be due and payable on the first Business Day of each calendar month
after the date the corresponding amount is drawn under the Letter of Credit and
on the date the respective sum is paid. All payments under this Section 2.10.5
shall be applied first to the payment of interest due and payable under this
Section 2.10.5 and then to the reduction of the principal balance of sums due
and payable under this Section 2.10.5.

                  2.10.6 TRANSFER; REDUCTION; REINSTATEMENT.

                           2.10.6.1 TRANSFER; FEE. The Letters of Credit may be
transferred in accordance with the provisions set forth in the applicable Letter
of Credit. The Company will pay to the Agent upon each transfer of a Letter of
Credit in accordance with its terms the greater of $1,000 plus all out-of-pocket
expenses or such other amount which is at the time of transfer the charge that
the Agent is making for transfers of similar letters of credit.

                           2.10.6.2 REDUCTION. The Letter of Credit Amounts and
the respective Principal Portion and Interest Portion of the Letters of Credit
shall be automatically reduced as specified in the applicable Letter of Credit.
With respect to any reductions of the Letter of Credit Amounts pursuant to the
terms of the Letters of Credit as a result of Bonds ceasing to be Outstanding,
the Agent shall have the right, at its option, to require the Trustee to
promptly surrender the respective outstanding Letter of Credit to the Agent and
to accept in substitution 
                                       29

<PAGE>   40


therefor a substitute letter of credit in the form of Exhibit J attached hereto
if the Boone Alternate Letter of Credit, or Exhibit K if the Port Authority
Alternate Letter of Credit, or Exhibit I if the Scottsburg Alternate Letter of
Credit dated the date of such substitution, for an amount equal to the Letter of
Credit Amount as so reduced, but otherwise having terms identical to the then
outstanding Boone Alternate Letter of Credit, the Port Authority Alternate
Letter of Credit or the Scottsburg Alternate Letter of Credit, as the case may
be.

                           2.10.6.3 REINSTATEMENT. In the event of a drawing
under any Letter of Credit with an Interest Draft, the Interest Portion of the
Letter of Credit Amount shall, as provided in the applicable Letter of Credit
and subject to the conditions therein set forth, be automatically reinstated by
an amount equal to the amount of such drawing. In the event of a drawing under a
Letter of Credit with a Tender Draft, the Principal Portion and Interest Portion
of the Letter of Credit Amount shall, as provided in the applicable Letter of
Credit, be reinstated with respect to such drawing when and to the extent that
the Agent has received reimbursement for such drawing in immediately available
funds (or the Trustee has received immediately available funds which, pursuant
to the Indenture, the Trustee will immediately remit to the Agent as
reimbursement for such drawing).

                  2.10.7 OBLIGATIONS ABSOLUTE. The obligations of the Company
under this Second Restated Credit Agreement shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement, under all circumstances whatsoever, including without limitation
the following circumstances: (i) any lack of validity or enforceability of the
Letters of Credit, the Bond Documents, the Loan Documents or any other agreement
or document relating thereto; (ii) any amendment or waiver of or any consent to
or departure from the Letters of Credit, the Bond Documents, or any document
relating thereto; (iii) the existence of any claim, set off, defense or other
right which the Company may have at any time against the Trustee (or any persons
or entities for whom the Trustee may be acting), the Remarketing Agent, the
Agent, the Lenders or any other person or entity, whether in connection with
this Agreement, the transactions described herein or any unrelated transaction;
or (iv) any of the circumstances contemplated in clauses (i) through (vii),
inclusive, of Section 2.10.9 of this Second Restated Credit Agreement. The
Company understands and agrees that no payment by it under any other agreement
(whether voluntary or otherwise) shall constitute a defense to its obligations
hereunder, except to the extent that the Agent has been indefeasibly paid in
full.

                  2.10.8 INDEMNIFICATION. To the extent permitted by applicable
law, the Company hereby indemnifies and holds harmless the Agent (and its
directors, officers, employees and agents) from and against any and all claims,
damages, loss, liabilities, costs or expenses (including reasonable attorneys'
fees for counsel of the Agent's choice) whatsoever which the Agent may incur (or
which may be claimed against the Agent by any person or entity whatsoever) by
reason of or in connection with (A) the issuance or transfer of, or payment or
failure to pay under, the Letters of Credit, (B) any breach by the Company of
any representation, warranty, covenant, term or condition in, or the occurrence
of any default under, this Second Restated Credit Agreement or the Bond
Documents, including all reasonable fees or expenses resulting from the
settlement or defense of any claims or liabilities arising as a result of any
such breach or default, and 


                                       30

<PAGE>   41


(C) involvement of the Agent in legal suit, investigation, proceeding, inquiry
or action as a consequence, direct or indirect, of the Agent's issuance of the
Letters of Credit, its entering into this Second Restated Credit Agreement or
any other event or transaction contemplated by any of the foregoing; provided
the Company shall not be required to indemnify the Agent for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only to the
extent, caused by (i) the willful misconduct or gross negligence of the Agent or
(ii) the Agent's failure to pay under the Letters of Credit after the
presentation to it by the Trustee of a draft and certificate strictly complying
with the terms and conditions of the Letters of Credit, unless the Agent in good
faith believes that it is prohibited by law from making such payment. Nothing in
this Section is intended to limit the Company's reimbursement obligations
contained in Section 2.10.5 of this Second Restated Credit Agreement. The
obligations of the Company under this Section shall survive the termination of
this Second Restated Credit Agreement.

                  2.10.9 LIABILITY OF AGENT. As between the Company and the
Agent, the Company assumes all risks of the acts or omissions of the Trustee
with respect to the Trustee's use of the Letters of Credit. Neither the Agent
nor any of its officers or directors shall be liable or responsible for: (i) the
use which may be made of the Letters of Credit or for any acts or omissions of
the Trustee in connection therewith; (ii) the form, validity, sufficiency,
accuracy or genuineness of any documents (including without limitation any
documents presented under the Letters of Credit), or of any statement therein or
endorsement thereon, even if such documents, statements or endorsements should
in fact prove to be in any or all respects invalid, insufficient, fraudulent,
forged, inaccurate or untrue; (iii) the payment by the Agent against
presentation of documents which do not comply with the terms of the Letters of
Credit, including failure of any documents to bear any reference to or adequate
reference to the Letters of Credit, or any other failure by the Trustee to
comply fully with conditions required in order to effect a drawing under the
Letters of Credit; (iv) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any of the Letters
of Credit or the rights or benefit thereunder or proceeds thereof, in whole or
in part, which may prove to be invalid or ineffective for any reason; (v)
errors, omissions, interruptions, losses or delays in transmission or delivery
of any message by mail, cable, telegraph, telex, telephone or otherwise; (vi)
any loss or delay in the transmission or otherwise of any document or draft
required in order to make a drawing under the Letters of Credit; or (vii) any
other circumstances whatsoever in making or failing to make payment under any of
the Letters of Credit; except only that the Company shall have a claim against
the Agent, and the Agent shall be liable to the Company, to the extent, but only
to the extent, of any direct, as opposed to consequential, damages suffered by
the Company which the Company proves were caused by (A) the Agent's willful
misconduct or gross negligence or (B) the Agent's failure to pay under any of
the Letters of Credit after the presentation to it by the Trustee of a draft and
certificate strictly complying with the terms and conditions of any of the
Letters or Credit, unless the Agent in good faith believes that it is prohibited
by law from making such payment. In furtherance and not in limitation of the
foregoing, the Agent may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary; provided that if the Agent shall receive
written notification from both the Trustee and the Company that documents
conforming to the terms of 

                                       31

<PAGE>   42


the Letters of Credit to be presented to the Agent are not to be honored, the
Agent agrees that it will not honor such documents.

         Except for the Agent's obligations under the Letters of Credit, the
Agent shall have no liability to the Company or any other person as a result of
any reduction of the credit rating of the Agent or any deterioration in the
Agent's financial condition. No reduction of the credit rating shall reduce or
in any way diminish the obligations of the Company to the Agent under this
Second Restated Credit Agreement, including without limitation the Company's
obligation to pay Letter of Credit Fees to the Agent and to reimburse the Agent
for any drawing under the Letters of Credit.

         2.11     STANDBY LETTER OF CREDIT FACILITY.

                  2.11.1 STANDBY LETTER OF CREDIT COMMITMENT. The Agent agrees
to issue and renew, and the other Lenders hereby authorize the Agent to issue
and renew, subject to the terms and conditions set forth in this Section 2.11,
Standby Letters of Credit for the account of the Company from time to time on
any Business Day from the Closing Date until thirty (30) days before the
Termination Date; PROVIDED that (a) at the time of, and after giving effect to,
any such requested Standby Letter of Credit, all Revolving Conditions are
satisfied; (b) the requested amount of such Standby Letter of Credit after
taking into account, and aggregating therewith, the face amount of all other
Standby Letters of Credit theretofore issued, does not exceed the Standby Letter
of Credit Commitment; (c) the term of such Standby Letter of Credit does not
exceed one hundred eighty (180) days; and (d) the requested Standby Letter of
Credit satisfies the requirements of Section 2.11.2, below. Each Lender's
Revolving Commitment shall be deemed utilized by an amount equal to such
Lender's Ratable Portion (based on such Lender's Revolving Commitment) of the
maximum amount available to be drawn under each Standby Letter of Credit
(assuming compliance with all conditions to drawing the maximum amount available
under such Standby Letter of Credit). Immediately upon the issuance of each
Standby Letter of Credit, the Agent shall be deemed to have sold and transferred
to each Lender, and each Lender shall be deemed to have purchased and received
from the Agent, in each case irrevocably and without any further action by any
party, an undivided interest and participation in such Standby Letter of Credit,
each drawing thereunder and the Obligations of the Company under this Credit
Agreement related to such Standby Letter of Credit in an amount equal to the
Ratable Portion of such Lender therein (based on such Lender's Revolving
Commitment), to the end that all of the Lenders shall share the obligations and
risks as to Standby Letters of Credit in accordance with their respective
Ratable Portions (based on their Revolving Commitments). Each Lender irrevocably
agrees to pay to the Agent upon demand at any time that Agent is required to
make a Standby Letter of Credit Disbursement (prior to the making of a Revolving
Loan in refunding of any Letter of Credit Obligations) the amount of such
Lender's participation in such Standby Letter of Credit Obligation.

                  2.11.2 TERMS OF STANDBY LETTERS OF CREDIT. All Standby Letters
of Credit shall be issued on the Agent's standard forms therefor (or in such
other form as the Agent and the Authorized Employee may agree) for the account
of the Company and shall be, unless otherwise 

                                       32

<PAGE>   43


agreed by the Agent in its discretion, determined in Dollars. Unless all the
Lenders otherwise agree, no Standby Letter of Credit shall be issued or renewed
unless its expiration date shall be no later than the earlier of (a) one hundred
eighty (180) days after the date of issuance or renewal thereof or (b) thirty
(30) days prior to the Termination Date. The Standby Letters of Credit shall be
governed by the terms of this Credit Agreement and of the Letter of Credit
Documents.

                  2.11.3 PROCEDURE FOR LETTERS OF CREDIT. An Authorized Employee
shall give the Agent written notice (or telephone advice thereof promptly
confirmed in writing but in no event later than 5:00 p.m. (Cincinnati time) on
the day on which such telephonic notice is given) at least two (2) Business Days
prior to the date on which a Standby Letter of Credit is requested to be issued
of its request for a Standby Letter of Credit. Such notice shall be accompanied
by all Letter of Credit Documents required by the Agent, duly executed, and
shall specify: (a) the name and address of the beneficiary of the Standby Letter
of Credit, (b) the amount of the Standby Letter of Credit, such supporting
information regarding the related contract, payments and similar matters as the
Agent may require, (c) whether the Standby Letter of Credit is revocable or
irrevocable, (d) the Business Day on which the Standby Letter of Credit is to be
issued and the date on which the Standby Letter of Credit is to expire, (e) the
terms of payment of any draft or drafts which may be drawn under the Standby
Letter of Credit, and (f) any other terms or provisions the Company desires to
be contained in the Standby Letter of Credit. In the event of any conflict
between the provisions of this Credit Agreement and the provisions of any
applicable Letter of Credit Documents, the provisions of this Credit Agreement
shall prevail and control unless otherwise expressly provided in the Letter of
Credit Documents. If the requested form of such Standby Letter of Credit is
acceptable to the Agent in its sole discretion, the Agent will, subject to the
terms and conditions of this Credit Agreement, make such Standby Letter of
Credit available to the Company at the Agent's office.

                  2.11.4 DRAWING AND REIMBURSEMENT. The payment by the Agent of
a draft drawn under any Standby Letter of Credit shall constitute for all
purposes of this Agreement the making by the Agent of a Revolving Credit Loan,
which shall be a Base Rate Advance, in the amount of such draft (but without any
requirement for compliance with the provisions of Sections 2.1 or 7 hereof). On
the first Business Day following a drawing under a Standby Letter of Credit, the
Agent shall promptly notify each other Lender. Upon receipt of such notice each
such Lender shall immediately (but in any event not later than the first
Business Day following such notification) make a Revolving Loan, which shall be
a Base Rate Advance, in an amount equal to the amount of its participation in
such drawing for application to reimburse the Agent (but without any requirement
for compliance with the provisions of Sections 2.1 or 7 hereof; PROVIDED that
the making of such Revolving Loan shall not constitute a waiver of any such
provision) and shall make available for the account of its Applicable Lending
Office to the Agent for the account of the Agent, by deposit to the Agent's
Account, in same day funds, the amount of such Revolving Loan. If and to the
extent that any Lender shall not have so made the amount of such Revolving Loan
available to the Agent, such Lender and the Company severally agree to pay to
the Agent forthwith on demand such amount together with interest thereon, for
each day from the date of such notification by the Agent (in the case of such
Lender) or the dates such drawing was paid by the Agent (in the case of the
Company) until the date such amount is paid to the Agent, at (i) in the

                                       33

<PAGE>   44


case of the Company, the Default Rate and (ii) in the case of such Lender, two
percent (2%) in excess of the Federal Funds Rate. If such Lender shall pay to
the Agent such amount, such amount so paid shall constitute such Lender's
Advance for purposes of this Agreement.

                  2.11.5 REIMBURSEMENT OBLIGATION OF COMPANY FOR STANDBY LETTER
OF CREDIT DISBURSEMENTS. The Company hereby promises to pay to the order of the
Agent in Dollars the following (each a "Standby Letter of Credit Disbursement"
and which are herein called collectively the "Standby Letter of Credit
Disbursements") immediately upon or before notification by the Agent to the
Authorized Employee of the amount of a Standby Letter of Credit Disbursement:


                           (a) the amount which the Agent has paid or will be
                  required to pay in respect of any Standby Letter of Credit;

                           (b) any and all reasonable charges and expenses
                  (including, without limitation, reasonable attorneys' fees and
                  expenses) which the Agent may pay or incur relative to any
                  Standby Letter of Credit and/or drafts related thereto, or the
                  prosecution or defense of any action growing out of, or in
                  connection with, any Standby Letter of Credit, including,
                  without limitation, any and all costs and expenses in
                  connection with the defense of any and all actions to enjoin
                  full or partial payment of any draft drawn or purported to be
                  drawn under the Standby Letter of Credit; and

                           (c) interest on the amounts described in (a) and (b),
                  above, not paid by the Company as and when due and payable
                  under the provisions of (a) and (b), above, from the day paid
                  or incurred by the Agent until reimbursed in full at the
                  Default Rate in effect from time to time.

                  2.11.6 COMPANY'S OBLIGATIONS ABSOLUTE.

                           (a) The Company's obligations to pay Standby Letter
                  of Credit Disbursements to the Agent shall be absolute,
                  unconditional and irrevocable under any and all circumstances
                  and irrespective of:

                                    (i) any lack of validity or enforceability
                           of any Standby Letter of Credit;

                                    (ii) the existence of any claim, setoff,
                           defense or other right which the Company or any other
                           Person may at any time have against the beneficiary
                           of any Standby Letter of Credit or the Agent (other
                           than the defense of payment in accordance with the
                           terms of this Credit Agreement or a defense based on
                           the gross negligence or wilful misconduct of the
                           Agent), each other, or any other Person in connection
                           with this Credit Agreement or any other agreement or
                           transaction;


                                       34

<PAGE>   45


                                    (iii) any draft or other document presented
                           under a Standby 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; PROVIDED that payment by
                           the Agent under such Standby Letter of Credit against
                           presentation of such draft or document shall not have
                           constituted gross negligence or wilful misconduct;

                                    (iv) payment by the Agent under a Standby
                           Letter of Credit against presentation of a draft or
                           other document which does not comply with the terms
                           of such Standby Letter of Credit; PROVIDED that such
                           payment shall not have constituted gross negligence
                           or wilful misconduct; and

                                    (v) any other circumstance or event
                           whatsoever, whether or not similar to any of the
                           foregoing; PROVIDED that such other circumstance or
                           event shall not have been the result of gross
                           negligence or wilful misconduct of the Agent.

                           (b) It is understood that in making any payment under
                  a Standby Letter of Credit (x) the Agent's exclusive reliance
                  on the documents presented to it under such Standby Letter of
                  Credit as to any and all matters set forth therein, including,
                  without limitation, reliance on the amount of any draft
                  presented under such Standby Letter of Credit, whether or not
                  the amount due to the beneficiary equals the amount of such
                  draft and whether or not any document presented pursuant to
                  such Standby Letter of Credit proves to be insufficient in any
                  respect, if such document on its face appears to be in order,
                  and whether or not any other statement or any other document
                  presented pursuant to such Standby Letter of Credit proves to
                  be forged or invalid or any statement therein proves to be
                  inaccurate or untrue in any respect whatsoever and (y) any
                  noncompliance in any immaterial respect of the documents
                  presented under a Standby Letter of Credit with the terms
                  thereof shall, in each case, not be deemed wilful misconduct
                  or gross negligence of the Agent.

                           (c) The Agent may accept or honor as complying with
                  any Standby Letter of Credit any draft or other document
                  otherwise in order which has been signed or issued by or to
                  the administrator, executor or trustee in bankruptcy of or any
                  receiver for any of the property of any party designated in
                  any of the Standby Letters of Credit or in any of Company's
                  instructions, in the place of the name, signature or act of
                  such party.

                  2.11.7 COLLATERAL IN THE EVENT OF DEFAULT. If the Credit
Facilities terminate or expire for any reason or the Agent accelerates the
entire principal and interest and all other amounts due from the Company
pursuant to this Credit Agreement as a result of any Event of Default, then the
Company shall, on demand of the Agent, deposit with the Agent in cash, for
deposit in the Cash Collateral Account, an amount equal to the Standby Letter of
Credit 

                                       35

<PAGE>   46


Obligations as of such date. The Agent shall have no obligation to make any of
such funds available to the Company pursuant to Section 3.2, below. The Agent
may also deposit to the Cash Collateral Account any payments received by it from
the collection of the Obligations and the sale or other disposition of the
Collateral which the Agent, in its discretion, designates as being held against
Standby Letter of Credit Obligations and other Obligations related thereto.

                  2.11.8 LIABILITY AND INDEMNIFICATION OF THE AGENT.

                           (a) Any action taken or omitted by the Agent, any
                  Affiliate of the Agent, or any branch or correspondent bank or
                  confirming bank, under or in connection with the Standby
                  Letters of Credit or drafts or documents relating thereto, if
                  taken or omitted without gross negligence or willful
                  misconduct, will be binding upon the Company and will not
                  result in the Agent, any Affiliate, any branch or any
                  correspondent or confirming bank being under any liability to
                  the Company. The Agent, any Affiliate, branch, correspondent
                  bank or confirming bank or any of their officers, directors or
                  employees will not be liable or responsible for: (a) the use
                  which may be made of the Standby Letters of Credit or for any
                  acts or omissions of any beneficiaries or any transferees in
                  connection therewith; (b) the validity, sufficiency or
                  genuineness of documents, or of any endorsement(s) thereon,
                  even if such documents should in fact prove to be in any or
                  all respects invalid, insufficient, fraudulent or forged; (c)
                  if through the actions of shippers or any other party, any
                  documents fail to reach their destination in due time; (d) the
                  kind, quality, quantity, delivery or existence of property
                  represented by any documents; (e) the sufficiency, coverage or
                  validity of any insurance, the financial standing or
                  responsibility of any insurer, or any other risk associated
                  with insurance on any property; (f) delay in giving or the
                  failure to give notice of arrival or any other notice; (g)
                  failure of any draft to bear any reference or adequate
                  reference to any of the Standby Letters of Credit; (h) any
                  delay or deviation from instructions in regard to shipment or
                  payment; (i) any variation between invoices and insurance
                  documents or between invoices and bills of lading, warehouse
                  receipts or other documents; (j) any negligence or fraud of
                  any shipper, inspector, forwarding agent or other party; (k)
                  errors, omissions, interruptions or delays in transmission or
                  delivery of any messages or documents by mail, telex or other
                  means; or (l) any other circumstances whatsoever in making or
                  failing to make payment under any of the Standby Letters of
                  Credit, except only damages which the Company proves were
                  caused by the Agent, any Affiliate, branch, correspondent bank
                  or confirming bank or any of their officers, directors or
                  employees under either of the following circumstances in those
                  cases the Company will have a claim only against the entity or
                  its officers, directors or employees that actually committed
                  the acts giving rise to such claim: (i) gross negligence or
                  willful misconduct in determining whether a draft or other
                  documents presented under any Standby Letter of Credit
                  complies with the terms of the Standby Letter of Credit or
                  (ii) the willful or grossly negligent failure to pay under a
                  Standby Letter of Credit after the presentation to it by any
                  beneficiary or transferee of a 

                                       36

<PAGE>   47


                  draft and documents strictly complying with the terms and
                  conditions of the Standby Letter of Credit. In furtherance of
                  and not in limitation of the foregoing, (a) the Agent, its
                  Affiliates, branches, correspondent banks and confirming banks
                  may accept documents that appear on their face to be in order,
                  without responsibility for further investigation, regardless
                  of any notice or information to the contrary and any action
                  taken or omitted in good faith in connection with any of the
                  Standby Letters of Credit or any documents or property related
                  to any of the Standby Letters of Credit will be binding on the
                  Company and will not result in any liability of the Agent, its
                  Affiliates, branches, correspondent banks and confirming
                  banks, and (b) the Agent and its Affiliates, branches,
                  correspondent banks and confirming banks will not be liable
                  for any failure or inability to perform in accordance with the
                  terms of any of the Standby Letters of Credit by reason of any
                  censorship, law, control or restriction rightfully or
                  wrongfully exercised by any de facto or de jure government or
                  group exercising or exerting governmental powers, or for any
                  other act or omission for which banks are relieved of
                  responsibility under applicable law and/or the Uniform
                  Customs, as that term is defined below.

                           (b) The Company hereby agrees at all times to
                  indemnify, defend and hold harmless the Agent and its
                  Affiliates, branches, correspondent banks and confirming
                  banks, all directors, officers, employees, agents and
                  attorneys thereof, from and against any and all claims, suits
                  and other legal proceedings, and from and against any and all
                  demands, liabilities, judgments, losses, claims, liabilities,
                  damages, attorney fees, court costs, interest and penalties,
                  costs and other expenses which the Agent or any such
                  indemnified party jointly or severally may, at any time,
                  sustain or incur by reason of or in consequence of or arising
                  out of this Credit Agreement or any of the Standby Letters of
                  Credit or the use (or the proposed or potential use) of the
                  proceeds of any drawing under any of the Standby Letters of
                  Credit, or any act hereunder or thereunder, including but not
                  limited to any of the foregoing arising out of any legal
                  proceeding seeking to enjoin or require any payment under any
                  of the Standby Letters of Credit; PROVIDED that the Company is
                  not required to indemnify the Agent, Affiliates, branches,
                  correspondent banks or confirming banks for any claims,
                  damages, losses, liabilities, costs or expenses to the extent,
                  but only to the extent, caused by (a) the willful misconduct
                  or gross negligence of such entity in determining whether a
                  draft or other documents presented under any of the Standby
                  Letters of Credit complied with the terms of the Standby
                  Letter of Credit or (b) the willful or grossly negligent
                  failure of such entity to pay under any of the Standby Letters
                  of Credit after the presentation to it by the beneficiary or
                  any transferee of a draft and documents strictly complying
                  with the terms and conditions of any of the Standby Letters of
                  Credit.


                                       37

<PAGE>   48


                  2.11.9 GENERAL PROVISIONS.

                           (a) Any Standby Letter of Credit may be amended,
                  modified or revoked only upon the receipt by the Agent from
                  the Company and the beneficiary (including any transferee(s)
                  and/or assignee(s) of the original beneficiary), of a written
                  consent and request therefor, and then only such terms and
                  conditions as the Agent may prescribe.

                           (b) If any law, order of Court and/or ruling or
                  regulation of any agency of government of the United States
                  (or any state thereof) and/or any country other than the
                  United States, requires or permits a beneficiary under a
                  Standby Letter of Credit to require the Agent and/or its
                  branches, affiliates and/or correspondents to pay drafts under
                  or purporting to be under a Standby Letter of Credit after the
                  expiration date of the Standby Letter of Credit, the Company
                  immediately shall reimburse the Agent for any such payment
                  (and such obligation will be deemed to be included within the
                  meaning of the term "Standby Letter of Credit
                  Disbursement(s)").

                           (c) Except as may otherwise be specifically provided
                  in a Standby Letter of Credit or Standby Letter of Credit
                  Document, the Standby Letters of Credit are issued and subject
                  to the Uniform Customs and Practices for Documentary Credits
                  published by the International Chamber of Commerce (the
                  "Uniform Customs"), and the version of the Uniform Customs
                  applicable to any particular Standby Letter of Credit shall be
                  the most current revision in effect on the date of issuance of
                  such Standby Letter of Credit. In the event of a conflict
                  between the Uniform Customs and Practice for Documentary
                  Credits and the Laws of the State of Ohio, the Laws of the
                  State of Ohio shall prevail.

                           (d) The Company hereby irrevocably consents and
                  agrees to, at its expense, being joined, impleaded or
                  otherwise brought in as third-party defendants in any action
                  or proceeding brought by any Person against the Agent or any
                  of the Lenders or otherwise naming the Agent or any of the
                  Lenders as a party as a result of, arising out of or in
                  connection with, any Standby Letter of Credit and/or any of
                  the provisions of any Standby Letter of Credit Document,
                  including, but not limited to, any action brought by a
                  beneficiary, their successors, assigns or transferees against
                  the Agent or any of the Lenders as a result of any dishonor by
                  the Agent or any of the Lenders of drafts under or purporting
                  to be under a Standby Letter of Credit.

                           (e) Equivalent Dollar amounts, to the extent
                  applicable, will be determined at the selling rate of exchange
                  then offered by the Agent at the time of payment for cable
                  transfers to the place of payment, plus any payments made by
                  the Agent to comply with any applicable governmental exchange
                  regulations.


                                       38

<PAGE>   49


                           (f) The Company will insure against the usual risks,
                  as the Agent may reasonably require, all goods shipped under
                  any of the Standby Letters of Credit, which insurance will be
                  with companies and under policies meeting the requirements of
                  Section 9.14 hereof and in all respects satisfactory to the
                  Agent. On the demand of the Agent, the Company will deposit
                  with the Agent policies or certificates of such insurance. The
                  Company will sign and deliver to the Agent upon the request of
                  the Agent trust receipts or similar instruments, financing
                  statements or other documents reasonably requested by the
                  Agent to perfect any liens or security interests granted by
                  the Company to the Agent in connection with Standby Letters of
                  Credit. The Company will promptly procure any necessary
                  licenses for the importing, exporting or shipping of all
                  property in connection with the Standby Letters of Credit,
                  comply will all governmental laws and regulations affecting
                  the shipment or financing of such property and furnish to the
                  Agent such documents as the Agent may reasonably require.

         2.12     ASSUMPTIONS REGARDING NOTICES.

                  2.12.1 AUTHORIZED EMPLOYEES. Any Authorized Employee of the
Company may submit a Notice on behalf of the Company as to any of the Credit
Facilities. The Agent and each Lender shall be entitled to rely conclusively on
each Authorized Employee's authority to submit a Notice on behalf of the Company
until the Agent receives written notice from the Company to the contrary. The
Agent shall have no duty to verify the authenticity of the signature appearing
on any written Notice and, with respect to an oral Notice, the Agent shall have
no duty to verify the identity of any Person representing himself as one of the
Authorized Employees entitled to make such a request on behalf of the Company.

                  2.12.2 NO LIABILITY. Neither the Agent nor any Lender shall
incur any liability to the Company in acting upon any Notice which the Agent or
such Lender believes in good faith to have been given by an Authorized Employee
or for otherwise acting in good faith in accordance with this Section 2 and,
upon the Agent's accepting any Notice in accordance with this Section 2 pursuant
to any such Notice, the Company shall have effectively elected the Borrowing,
conversion, continuation, prepayment, reduction or termination thereunder.

                  2.12.3 NOTICE IRREVOCABLE. Any Notice (whether telephonic,
telecopy, or facsimile or otherwise) given or deemed to have been given pursuant
to this Section 2 shall be irrevocable.

         2.13     COMPUTATIONS, FEES, PAYMENTS, ETC.

                  2.13.1 COMPUTATIONS. Except as otherwise set forth herein, all
computations of interest and of fees hereunder will be made by the Agent on the
basis of a year of three hundred sixty (360) days, in each case for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable. Each determination by
the Agent of an Interest Rate or fee hereunder will be conclusive and binding
for all purposes, absent manifest error. Whenever any payment to be made by the
Company 

                                       39

<PAGE>   50


hereunder or under any of the other Loan Documents is stated to be due
on a day other than a Business Day, such payment will be made on the next
succeeding Business Day, and such extension of time will in such case be
included in the computation of payment of interest or fees, as the case may be;
PROVIDED, HOWEVER, that if such extension would cause payment of principal or
interest on Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

                  2.13.2 FEES. The fees described in this Section 2.13.2
represent compensation for services rendered and to be rendered separate and
apart from the lending of money or the provision of credit and do not constitute
compensation for the use, detention or forbearance of money, and the obligation
of the Company to pay such fees will be in addition to and not in lieu of the
obligation of the Company to pay interest, other fees and expenses otherwise
described herein or in the other Loan Documents. The following fees shall be
paid by the Company:

                           A. AMENDMENT AND EXTENSION FEE. The Company shall pay
                  to the Agent, for the account of the Lenders, on the Closing
                  Date a nonrefundable amendment and extension fee in an amount
                  equal to $10,000 to be shared pro rata by the Lenders.

                           B. COMMITMENT FEE. The Company shall pay to the
                  Agent, for the account of the Lenders, a commitment fee (the
                  "Commitment Fee") from and including the Closing Date to the
                  Termination Date, computed at the rate per annum set forth
                  below, on the average daily unused portion of the Revolving
                  Commitment, such Commitment Fee to be payable quarterly in
                  arrears on the last day of each June, September, December and
                  March and upon the Termination Date and to be shared pro rata
                  by the Lenders.

<TABLE>
<CAPTION>
      Cash Flow Coverage                                     Commitment Fee
           Ratio                                             --------------
           -----

<S>                                                              <C>
      greater than 1.10x less than or equal to 1.20x             0.50%

      greater than 1.20x less than or equal to 1.40x             0.375%

      greater than 1.40x less than or equal to 1.60x             0.25%

      greater than 1.60x                                         0.25%
</TABLE>


                           Commencing with the two consecutive Fiscal Quarters
                  after the Closing Date, the Commitment Fee will change if the
                  Company maintains the specified Cash Flow Coverage Ratio for
                  two consecutive Fiscal Quarters. As of the Closing Date, the
                  initial Commitment Fee will be 0.50%.

                           C. AGENT CLOSING EXPENSES. All out-of-pocket expenses
                  and legal expenses incurred by the Agent in connection with
                  the preparation, negotiation, execution and delivery of this
                  Second Restated Credit Agreement and the other 

                                       40

<PAGE>   51


                  Loan Documents and attendant documents and the closing of the
                  Credit Facilities, including but not limited to environmental
                  assessments and Collateral audits and appraisals, shall be
                  paid by the Company to the Agent for the account of the Agent
                  on the Closing Date.

                           D. AGENCY FEES. The Company shall pay to the Agent
                  for its own account a nonrefundable agency fee (the "Agency
                  Fee") equal to $20,000 per annum payable on the first Business
                  Day of August of each year.

                           E. LETTER OF CREDIT AND STANDBY LETTER OF CREDIT
                  FEES. The Company will pay to the Agent a fee computed at a
                  rate per annum equal to the following percentages of the
                  aggregate Letter of Credit Amounts and, in the case of Standby
                  Letters of Credit, the aggregate Standby Letter of Credit
                  stated amounts (the "Letter of Credit Fees"), which fees will
                  be computed and payable quarterly in advance beginning on the
                  date of issuance and on the first Business Day of each quarter
                  thereafter:

<TABLE>
<CAPTION>
     Cash Flow Coverage                                  Letter Of Credit Fees
         Ratio                                           ---------------------
         -----

<S>                                                             <C>
     greater than 1.10x less than or equal to 1.20x             2.00%

     greater than 1.20x less than or equal to 1.40x             1.75%

     greater than 1.40x less than or equal to 1.60x             1.50%

     greater than 1.60x                                         1.25%
</TABLE>


                  The Agent will pay to each Lender, promptly and upon receipt
                  from the Company, an amount equal to such Lender's Ratable
                  Portion of the Letter of Credit Fees, less 0.125% which will
                  be retained by the Agent. Commencing with the two consecutive
                  Fiscal Quarters after the Closing Date, the applicable Letter
                  of Credit Fee will change if the Company maintains the
                  specified Cash Flow Coverage Ratio for two consecutive Fiscal
                  Quarters. As of the Closing Date, the initial Letter of Credit
                  Fees will be 2.00%.

                           F. AUDIT FEES. The Company shall pay to the Agent,
                  for its own account, on demand, $3,000.00 for each annual
                  audit performed by or on behalf of the Agent with respect to
                  Inventory and/or receivables and payables of the Company.

                           G. LOCK BOX FEES. The Company shall pay to the Agent,
                  for its own account, on demand, the Agent's fees and charges
                  for the services described in Section 3 hereof at the
                  customary rates of the Agent in effect from time to time.


                                      41
                                      
<PAGE>   52


                  2.13.3 PAYMENTS. The Company will make each payment hereunder
and under the Notes, as the case may be, not later than 3:00 p.m. (Cincinnati
time) on the day when due by deposit to the Agent's Account in same day funds.
Amounts received by the Agent after 3:00 p.m. (Cincinnati time) on any Business
Day will be deemed to have been received on the next Business Day. Subject to
the foregoing, the Agent will cause to be distributed to each Lender on the
Business Day of receipt by the Agent an amount equal to the amount of such
payment then due such Lender.

                  2.13.4 CHARGE TO ACCOUNTS. If the Company fails to make any
payment of principal, interest, fees, expenses or other Obligations specified or
referred to in this Second Restated Credit Agreement or the Loan Documents to
the Agent or any Lender when due, the Agent is hereby authorized to make such
payments on the Company's behalf by charging any or all of the Cash Collateral
Account, and/or the Sinking Fund Accounts and/or drawing a Revolving Loan (which
shall be a Base Rate Advance, subject to application of the Default Rate), in
the appropriate amount and each such draw shall constitute a Revolving Loan and
a Borrowing hereunder and part of the Obligations, secured by all of the
Collateral; PROVIDED, HOWEVER, that the Agent will not be obligated to make any
such charge or draw. The Agent may, in the Agent's discretion, either (a) so
charge the Cash Collateral Account for such amount and/or draw an Advance or (b)
require the Company to pay such amount; PROVIDED that if the Company does not
pay such amount upon demand therefor by the Agent, such amount shall bear
interest at the Default Rate. The Company also does hereby authorize each
Lender, if and to the extent payment of any of the Obligations owed to such
Lender by the Company is not made when due hereunder, to charge any amount so
due from time to time against any or all accounts of any or all of the Company
with such Lender.

                  2.13.5 FAILURE TO MAKE PAYMENTS BY COMPANY. Unless the Agent
will have received notice from the Company prior to the date on which any
payment is due to the Agent hereunder that the Company will not make such
payment in full, the Agent may assume that the Company has made such payment in
full to the Agent on such date and the Agent may, in reliance upon such
assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent the Company will
not have so made such payment in full to the Agent, each Lender will repay to
the Agent forthwith on demand such amount distributed to such Lender together
with interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Agent, at the
Federal Funds Rate. If and to the extent the Company makes only partial payment
to the Agent, each Lender will repay to the Agent, in accordance with this
Section, only the amount distributed to such Lender by the Agent, with interest
thereon, that exceeds the Lender's Ratable Portion of the partial payment
received by the Agent from the Company.

         2.14 TAXES. Any and all payments by the Company hereunder or under the
Security Documents will be made free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, other than any tax on or
measured by the net income of a Lender pursuant to the income tax laws of the
United States or any state or political subdivisions thereof (all such
non-excluded items 

                                       42

<PAGE>   53


being hereinafter referred to as the "Taxes"). The Company agrees to pay any
present or future stamp, recording or documentary taxes or similar levies which
arise from any payment made hereunder or under the Security Documents or from
the execution, delivery or registration of, or otherwise with respect to, this
Second Restated Credit Agreement or the Security Documents (hereinafter referred
to as the "Levies"). The Company will indemnify each Lender and the Agent for
the full amount of Taxes or Levies paid by such Lender or the Agent (as the case
may be) and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Levies were correctly or legally asserted. A certificate of a Lender as to
any additional amounts payable to any Lender under this Section 2.14 submitted
to the Company shall be conclusive absent manifest error. The Company will pay
to the Agent for the account of such Lender the amount shown as due on any such
certificate within thirty (30) days after receipt of the same. The agreements
and obligations contained in this Section 2.14 will survive the payment in full
of the Obligations and any termination of this Second Restated Credit Agreement.

         2.15     ADDITIONAL COSTS.

                  2.15.1 TAXES, RESERVE REQUIREMENTS, ETC. In the event that any
applicable law, rule or regulation now or hereafter in effect and whether or not
presently applicable to any of the Lenders, or any interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by the Lenders with any
guideline, request or directive of any such authority (whether or not having the
force of law), will (i) subject any Lender to any tax or affect the basis of
taxation of payments to any of the Lenders of any amounts payable by the Company
under this Second Restated Credit Agreement (other than taxes imposed on the
overall net income of any of the Lenders, by the jurisdiction, or by any
political subdivision or taxing authority of any such jurisdiction, in which any
Lender has its principal office), or (ii) will 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 of the Lenders (including
but not limited to a request or requirement which affects the manner in which
any of the Lenders allocates capital resources to its commitments or
obligations, including without limitation its obligations under this Second
Restated Credit Agreement, the Loans, Letters of Credit and other obligations)
or (iii) will impose any other condition affecting this Second Restated Credit
Agreement, any of the Obligations or any of the Loan Documents, and the result
of any of the foregoing is to increase the direct or indirect cost of making,
funding or maintaining the Loans, Letters of Credit or other Obligations or to
reduce the amount of any sum received or receivable by any of the Lenders
thereon, then the Company will pay to such Lenders from time to time, upon
request by any of such Lenders, with a copy of such request to be provided to
the Agent, additional amounts sufficient to compensate such Lenders for such
increased cost or reduced sum receivable.

                  2.15.2 CAPITAL ADEQUACY. If either (i) the introduction of, or
any change in, or in the interpretation or administration of, any United States
or foreign law, rule or regulation, or (ii) compliance with any directive,
guidelines or request from any central bank or other governmental authority
(whether or not having the force of law) promulgated, made, or that 



                                       43

<PAGE>   54


becomes effective (in whole or in part) after the date hereof affects or would
affect the amount of capital required or expected to be maintained by any of the
Lenders or any corporation directly or indirectly owning or controlling any of
the Lenders and any Lender will have determined that such introduction, change
or compliance has or would have the effect of reducing the rate of return on the
Lender's capital or on the capital of such owning or controlling corporation as
a consequence of its obligations hereunder or under any of the Loans, Letters of
Credit or other Obligations or any commitment to lend thereunder or relating
thereto to a level below that which any Lender or such owning or controlling
corporation could have achieved but for such introduction, change or compliance
(after taking into account such Lender's policies or the policies of such owning
or controlling corporation, as the case may be, regarding capital adequacy) by
an amount deemed by such Lender (in its sole discretion) to be material, then,
from time to time, the Company will pay to the Lender such additional amount or
amounts as will compensate the Lender for such reduction.

                  2.15.3 CERTIFICATE OF LENDER. A certificate of a Lender
setting forth such amount or amounts as will be necessary to compensate the
Lender as specified in Sections 2.15.1 and/or 2.15.2, above, will be delivered
to the Company and will be conclusive absent manifest error. The Company will
pay the Agent for the account of the Lenders the amount shown as due on any such
certificate within thirty (30) days after its receipt of the same. Failure on
the part of any Lender to deliver any such certificate will not constitute a
waiver of such Lender's rights to demand compensation for any particular period
or any future period. The protection of this Section will be available to any
Lender regardless of any possible contention of invalidity or inapplicability of
the law, regulation, etc. that results in the claim for compensation under this
Section. The agreements and obligations contained in Section 2.15 will survive
the payment in full of the Obligations and any termination of this Second
Restated Credit Agreement.

         2.16  INABILITY TO DETERMINE RATE; INADEQUACY OF PRICING; ILLEGALITY.

                  2.16.1 RATE INABILITY; PRICING INADEQUACY. In the event that
(a) the Agent shall have determined (which determination shall be conclusive and
binding) that by reason of circumstances affecting the interbank eurodollar
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate, or (b) the Agent shall have determined that the Eurodollar Rate
will not adequately and fairly reflect the cost to the Agent of maintaining or
funding Eurodollar Rate Advances, the Agent promptly shall give notice of such
determination and the basis therefor to the Company. If such notice is given,
and until such notice has been withdrawn by the Agent, no additional Advances
which are Eurodollar Rate Advances shall be made and no additional conversions
to or continuations of Eurodollar Rate Advances shall be permitted.

                  2.16.2 ILLEGALITY; TERMINATION OF COMMITMENTS. Notwithstanding
any other provisions herein, if any law, treaty, rule or regulation, or
determination of a court, governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof (whether or not
having the force of law), or any change therein or in the interpretation or
application thereof, shall make it unlawful or impossible for any Lender to make
or maintain 

                                       44

<PAGE>   55


Eurodollar Rate Advances, the obligation of the Lenders hereunder to make or
maintain Eurodollar Rate Advances shall forthwith be canceled, and outstanding
Eurodollar Rate Advances shall be converted to Base Rate Advances on either (a)
the last day of the applicable Interest Period for such Advance if the Lenders
may continue to maintain such Advances until such day or (b) immediately if any
Lender may not continue to maintain such Advances. Each Lender which becomes
aware of any such event which makes it unlawful or impossible for such Lender to
make or maintain Eurodollar Rate Advances promptly shall notify the Company and
the Agent of such event; PROVIDED, HOWEVER, that the failure to provide any such
notice shall not affect the applicability of the preceding sentence or the
obligations of the Company hereunder or under any of the other Loan Documents.

         2.17     OBLIGATION TO INDEMNIFY.

                  2.17.1 EVENTS. In the event of (a) the Company's failure to
accept the proceeds from (or to convert to or continue) an Advance after making
a request therefor, or (b) any payment, prepayment or conversion (whether
mandatory, by acceleration, voluntary or otherwise) of any Fixed Rate Advance or
Eurodollar Rate Advance prior to the expiration of the applicable Interest
Period, as a result of which any Lender shall incur any loss, liability, claim
or expense (other than a loss, liability, claim or expense which directly
resulted from such Lender's breach of its obligation to make funds available),
the Company shall pay to such Lender, within five (5) Business Days following
delivery of the statement referred to below, and indemnify and hold harmless
such Lenders from and against any such loss, liability, claim or expense
(including, without limitation, any loss or expense incurred by reason of the
liquidation or redeployment of deposits or other funds required for the account
of any such Lender to fund or maintain any such Advances). The losses of any
Lender (as differentiated from any other liabilities, claims or expenses) shall
be conclusively deemed to consist of any amount equal to:

                           a. the interest that would have been received (at the
                  Interest Rate that was applicable to such Advance) on the
                  funds to be redeployed during the applicable Interest Period
                  (or remaining portion thereof), less

                           b. the return which the Lenders could have obtained
                  had such funds been reinvested at the Federal Funds Rate on
                  the date of such prepayment, repayment, failure to borrow or
                  continue or convert, as the case may be, and such funds had
                  remained so invested until the end of the relevant Interest
                  Period: (i) with respect to any Fixed Rate, in a Treasury
                  Security with maturity similar to the remaining portion of the
                  Interest Period, present-valued at a discount rate equal to
                  the yield on such Treasury Security and (ii) with respect to
                  any Eurodollar Advance, in Dollar denominated deposits with
                  prime banks on the Agent's interbank Dollar market.

                  2.17.2 STATEMENT. Each Lender which has incurred any loss,
liability, claim or expense compensable pursuant to this Section 2.17 promptly
shall deliver to the Company a

                                       45

<PAGE>   56


written statement of the nature and amount thereof and the basis of
calculation thereof, which statement shall be conclusive absent manifest error.

                  2.17.3 SURVIVAL. The obligations of the Company under this
Section 2.17 will survive the payment in full of the Obligations and any
termination of this Second Restated Credit Agreement.

         2.18     [INTENTIONALLY OMITTED].

         2.19     USE OF PROCEEDS.

                  2.19.1 The proceeds of the Revolving Credit Loans will be used
exclusively for working capital purposes and other general corporate purposes.

                  2.19.2 Draws on the Letters of Credit will be used to pay
principal, interest and any premiums when due on the Bonds.

                  2.19.3 Draws on the Standby Letters of Credit will be used
exclusively to pay the obligations of the Company to pay suppliers amounts due
under purchase contracts or other corporate purposes.

3.       LOCK BOX; CASH COLLATERAL ACCOUNT.

         3.1      LOCK BOX.

                  3.1.1 Until the expiration of this Second Restated Credit
Agreement, the Company will instruct its customers to forward all payments,
receipts and remittances in favor of the Company, whether in the form of checks,
drafts or other orders for the payment of money ("Items") to the Lock Box as set
forth in this Section 3. The Company authorizes the Agent to act as its agent
and to have exclusive and unrestricted access to its incoming mail for the
purpose of processing remittances therein.

                  3.1.2 As the agent for the Company, the Agent will:

                           a. Collect mail from the Post Office at various times
                  each Business Day in accordance with the Agent's regular
                  collection schedule. The relationship of a Company to the
                  Agent as a depositor will commence only when the Items are
                  credited to the Cash Collateral Account. Prior to such time,
                  the Agent will be considered to be a bailee as to the Items in
                  its possession.

                           b. Open such mail and remove the contents thereof.
                  The Items contained in the envelope will be inspected for
                  validity and handled accordingly. All Items contained therein,
                  which appear to be for deposit to a Company's credit will be
                  endorsed:



                                       46

<PAGE>   57


                           "Credit to the Account of the Within Named Payee
                           Absence of Endorsement Guaranteed __________________"

                           Should any Item be returned to the Company by the
                           drawee bank with the request for personal
                           endorsement, the Company authorizes the Agent to
                           endorse the Item:

                           "Pay to the Order of Multi-Color Corporation"

                           c. Prepare a photocopy of each Item processed and
                  attach the copy to the proper envelope together with any
                  correspondence or other material accompanying the remittance,
                  if necessary.

                           d. Deposit such Items to the Cash Collateral Account,
                  it being understood that the credit and collection of such
                  Items should be subject to the same terms and conditions as
                  would apply to deposits received by the Agent directly from
                  the Company. Deposits should be made in anticipation of major
                  check clearing deadlines in order to maximize funds
                  availability.

                           e. Mail each Business Day an advice of credit listing
                  the processed Items, total amount deposited and all original
                  Items that are not accepted for deposit and all associated
                  remittance detail to the Company at the address listed in
                  Section 16.2 of this Second Restated Credit Agreement.

                           f. Telephone advice to the Company (Contact Person:
                  VP of Finance or his designee) of the total amount of each
                  deposit on a daily basis at the telephone number: (513)
                  381-1480, ext. 104.

                           g. Maintain a microfilm record of each Item deposited
                  in processing sequence for reference purposes for at least two
                  (2) years. The Company may receive photocopies of the
                  microfilmed Items if they provide the deposit date, the
                  account number and the deposit total. Charges will be imposed
                  for furnishing the photocopies to the Company at the Agent's
                  customary rates.

                           h. Handle irregular Items as follows:

                                    (i) The Agent will use its best efforts to
                           examine the front and back sides of Items to detect
                           handwritten or typed "paid in full" or similar
                           language but will not be liable for any failure to do
                           so and will not be responsible for any loss relating
                           to deposit of such Items. Where the Agent's personnel
                           observe that such language has been handwritten or
                           typed on the Item, the Item will not be deposited
                           into a Cash Collateral Account and the Agent will
                           notify the Company by telephone advice to the contact
                           person and at the telephone number listed in this
                           Section 3.1.2.


                                       47

<PAGE>   58


                                    (ii) Postdated Items may be processed in
                           accordance with the Agent's policy.

                                    (iii) Undated Items may be processed in
                           accordance with the Agent's policy.

                                    (iv) If legible, the amount in words will
                           always be accepted provided it agrees with the
                           accompanying remittance forms. If the words are not
                           legible, the amount in figures will be guaranteed if
                           it agrees with the remittance forms. If the amount is
                           not legible, is missing or if the figures do not
                           agree with the remittance forms, the Item will not be
                           deposited in a Cash Collateral Account.

                                    (v) Deposit Items returned for insufficient
                           or uncollected funds will be automatically
                           redeposited. If an Item is returned for "Account
                           Closed or Payment Stopped" or if an Item is returned
                           unpaid a second time for insufficient or uncollected
                           funds, it should be charged back to the Cash
                           Collateral Account and advice mailed to the Company
                           at the address listed in Section 16.2 of this Second
                           Restated Credit Agreement. Charges will be imposed
                           for such Items at the Agent's customary rates. The
                           Company understands that it is the practice of the
                           Agent to notify customers on the return of Items in
                           an amount above certain limits set by the Agent from
                           time to time and agrees that the Agent will notify
                           the Company by telephone advice to the contact person
                           and at the telephone number listed in this Section
                           3.1.2(f).

                                    (vi) Items denominated in a foreign currency
                  and drawn on a foreign bank will not be deposited, but will be
                  submitted for collection only. An appropriate advice will be
                  forwarded to the Company. The Agent will not be responsible
                  for the fluctuation in exchange rates.

                  3.1.3 The Agent will have the right to credit or debit the
Cash Collateral Account to correct processing mistakes which are capable of
correction. Copies of credit or debit advices will be sent to the Company. If
the Company does not object to entries appearing on any Cash Collateral Account
statement within eighteen (18) months of the transaction date, the Agent's
accounting thereon shall become final and binding.

                  3.1.4 The Agent will have no duty to perform services not
enumerated in this Section 3 and the Agent's responsibility under this Section 3
shall be limited, except as otherwise specifically set forth herein, to the
exercise of ordinary care. Failure to exercise ordinary care shall not be
inferable by reason of loss of an Item, without in addition thereto a showing of
negligence on the part of the Agent. Establishment of and substantial compliance
with the procedures set forth in this Section 3 by the Agent shall be deemed to
constitute the exercise of ordinary care. The Company agrees that occasional
unintentional deviations by the Agent from 


                                       48

<PAGE>   59


the procedures set forth in this Section 3 shall not be deemed a failure to
exercise ordinary care. The Agent shall not be liable to the Company for failure
to perform under this Second Restated Credit Agreement if such failure is due to
the occurrence of any event beyond the control of the Agent, PROVIDED that Agent
exercises reasonable diligence under the circumstances. THE AGENT MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF COLLECTABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

         3.2      CASH COLLATERAL ACCOUNT.

                  3.2.1 Until the expiration of this Second Restated Credit
Agreement, all Items from the Lock Box will be deposited into the Cash
Collateral Account pursuant to the terms of Section 3.1 and all accounts
receivable and other funds generated and received by the Company and all other
receipts of each Company that are received by the Company through methods other
than by deposit into the Lock Box, regardless of origin, will be deposited by
the Company into the Cash Collateral Account. Subject to the limitations, terms
and conditions of this Second Restated Credit Agreement, all funds deposited to
the Cash Collateral Account will be available for use by the Company immediately
upon receipt by the Agent of collected funds from the payor bank.

                  3.2.2 The Agent will automatically charge the Cash Collateral
Account daily to reduce the amount outstanding under the Credit Facilities
whenever the collected funds balance in the Cash Collateral Account is greater
than zero. The reduction will be equal to the positive collected funds balance
and will be applied first to the payment of amounts advanced by the Agent on
behalf of the Company or due for insurance, taxes, attorneys' fees and any other
charges due from the Company hereunder, then (in such order and manner as the
Agent may determine) to accrued interest under Advances outstanding under the
Revolving Credit Facility and last (in such order and manner as the Agent may
determine) to the unpaid principal amount under Advances outstanding under the
Revolving Credit Facility (but not to any Advance under any such Credit
Facility, other than a Base Rate Advance, unless the applicable Interest Period
for such Advance has expired). Funds remaining after such application on any day
will remain on deposit in the Cash Collateral Account until such time as such
funds are transferred or applied pursuant to this Section 3.2, above.

                  3.2.3 The Agent will not be obligated to make any charge to or
transfer from the Cash Collateral Account with respect to sums received which
the Agent, in its discretion, designates as held against Letter of Credit
Obligations and other Obligations related thereto.

4. SINKING FUND. The Company will maintain depository accounts with each of the
Lenders (collectively, the "Sinking Fund Accounts"). On the first Business Day
of each Fiscal Quarter the Company will continue to deposit $125,000 into each
Sinking Fund Account until the Termination Date. In addition, all proceeds from
the sale of assets permitted in accordance with the terms of Section 9.25,
below, and payments received on the BKS Enterprises, Inc. Promissory Note, will
be deposited into the Sinking Fund Accounts. The funds deposited into the
Sinking Fund 

                                       49

<PAGE>   60


Accounts will be invested in Eligible Investments and, provided no Default or
Event of Default shall have occurred and be continuing, such funds and the
interest thereon will be used to redeem the Bonds upon mandatory or, with the
Lenders' prior written approval, optional, redemption.

5. COLLATERAL. The Collateral for the repayment of the Obligations will include,
but not be limited to the following:

         5.1 A Collateral Assignment of Note, Loan Agreement and Mortgage in the
form of the attached Exhibit L, assigning the BKS Enterprises, Inc. loan from
the Company to BKS Enterprises, Inc. to the Agent on behalf of the Lenders.

         5.2 A Collateral Assignment of Mortgage in the form of the attached
Exhibit M, assigning the Mortgage from BKS Enterprises, Inc. to the Company
covering the real estate of BKS Enterprises, Inc. located in Will County,
Illinois, and the rents, issues and profits thereof and other property described
therein.

         5.3 A Conditional Assignment of Repurchase Contract in the form of the
attached Exhibit MM assigning Repurchase Contracts between the Company and
sellers for repurchase of plastic film inventories at an agreed price to the
Agent on behalf of the Lenders.

         5.4 A Security Agreement executed by the Company in the form of the
attached Exhibit N, covering, as to the Company, all inventory, receivables,
equipment, general intangibles, instruments and other property described
therein.

         5.5 An Open-End Mortgage, Assignment of Rents and Leases and Security
Agreement in the form of the attached Exhibit O, covering the real estate of the
Company located in Hamilton County, Ohio, and the rents, issues and profits
thereof and other property described therein.

         5.6 An Open-End Mortgage, Assignment of Rents and Leases and Security
Agreement in the form of the attached Exhibit P, covering the real estate of the
Company located in Boone County, Kentucky, and the rents, issues and profits
thereof and other property described therein.

         5.7 An Open-End Mortgage, Assignment of Rents and Leases and Security
Agreement in the form of the attached Exhibit Q, covering the real estate of the
Company located in Scott County, Indiana, and the rents, issues and profits
thereof and other property described therein.

         5.8 A Pledge and Security Agreement - Agency or Custodian Account
executed by the Company in the form of the attached Exhibit R, covering the
Sinking Funds Accounts.

         5.9 A Pledge Agreement executed by the Company in the form of the
attached Exhibit U, covering all of the stock of Laser Graphic Systems,
Incorporated owned by the Company.


                                       50

<PAGE>   61


6.       SECURITY AND SUBROGATION UNDER INDENTURE.

         6.1 SECURITY. To further secure the Company's Letter of Credit
Obligations under this Second Restated Credit Agreement, the Company and the
Agent intend that (i) the Agent will have the security and benefit of the Bond
Documents as provided in the Indenture and (ii) in the event of one or more
draws under the Letters of Credit and the application thereof to the payment of
Bonds, the Agent will be subrogated PRO TANTO to the rights of the Trustee and
the holders of such Bonds in and to all funds and security held by the Trustee
under the Indenture for the payment of the principal of and interest on such
Bonds, including without limitation all loan funds, construction funds, escrow
funds, revenue funds, operation funds, debt service funds, reserve funds,
redemption funds and other funds and securities and other instruments comprising
investments thereof. In addition, the Agent shall have any and all other
subrogation rights available to the Agent at law or in equity.

         6.2 PLEDGE OF RIGHTS TO CERTAIN FUNDS AND INVESTMENTS. To secure the
Company's Letter of Credit Obligations to the Agent under this Agreement, the
Company hereby pledges to the Agent, and grants to the Agent a security interest
in, all of the Company's right, title and interest in and to all funds and
investments thereof now or hereafter held by the Trustee under the Indenture as
security for the payment of the Bonds, including without limitation any and all
loan funds, construction funds, escrow funds, revenue funds, operations funds,
debt service funds, reserve funds, redemption funds and other funds and
securities and other instruments comprising investments thereof and interest and
other income derived therefor as held as security for the payment of the Bonds,
such pledge, assignment and grant being under and subject only to the rights of
the Trustee under the Indenture. The Company covenants and agrees that it will
defend the Agent's rights and security interests created by this Section against
the claims and demands of all persons except the Trustee. In addition to its
other rights and remedies under this Second Restated Credit Agreement and the
Bond Documents, the Agent shall have all the rights and remedies of a secured
party under the Uniform Commercial Code of the State or other applicable law
with respect to the security interests created by this Section. The Agent's
rights under this Section are in addition to, and not in lieu of, its rights
described in Section 6.1.

         6.3      PLEDGED BONDS.

                  6.3.1 PLEDGE. To secure the Company's obligations to the Agent
under this Agreement, the Company hereby pledges and assigns to the Agent, and
grants to the Agent a security interest in, all of the Company's right, title
and interest, now owned or hereafter acquired, in and to any and all
Unremarketed Tendered Bonds (together with all income therefrom and proceeds
thereof) purchased pursuant to the Indenture with the proceeds of a Tender Draft
presented under the Letters of Credit for which neither (i) full reimbursement
has been made to the Agent nor (ii) the Trustee holds sufficient funds which,
pursuant to the Indenture, the Trustee is required to apply on behalf of the
Company to reimburse the Agent in full for such Tender Draft on the date such
Tender Draft is paid by the Agent. Such Unremarketed Tendered Bonds shall be
pledged to the Agent, registered in its name as pledgee of the Company and
delivered to and held by the Trustee as agent for the Agent under this Section
6.3 or, at the option of the Agent by 

                                       51

<PAGE>   62


written notice to the Company and the Trustee, the Unremarketed Tendered Bonds
specified in such notice shall be delivered to and pledged and held by the
Agent. Unremarketed Tendered Bonds which are so held by the Trustee as agent for
the Agent or by the Agent are herein referred to as "Pledged Bonds."

                  6.3.2 PLEDGED BOND PAYMENTS. Any principal of, premium on and
interest on Pledged Bonds which becomes due and payable (including any due-bills
received upon purchases thereof pursuant to the record date provisions of the
Indenture or the Bonds) shall be paid to the Agent. All sums of money so paid to
the Agent in respect of Pledged Bonds shall be credited against the obligation
of the Company to reimburse the Agent, with interest under Section 2.10.5 for
the amount drawn with a Tender Draft to fund the purchase of such Pledged Bonds
pursuant to the Indenture.

                  6.3.3 RELEASE OF PLEDGED BONDS. If the Company pays or causes
to be paid in full its obligation under Section 2.10.5 for the reimbursement of
the amount (or allocable portion thereof) drawn with a Tender Draft to fund the
purchase of Pledged Bonds pursuant to the terms of the Indenture (or if the
Trustee has received immediately available funds which, pursuant to the terms of
the Indenture, the Trustee is required to pay over promptly to the Agent in an
amount sufficient to pay the Company's reimbursement obligation under Section
2.10.5 hereof with respect to the amount drawn with such Tender Draft to fund
the purchase of such Pledged Bonds), and provided no Event of Default has
occurred and is continuing, the Agent will release from the pledge of this
Second Restated Credit Agreement and will deliver, or cause its agent to
deliver, such Pledged Bonds to such person or persons as the Company may direct.
An amount equal to the principal of, plus accrued interest on, such Pledged
Bonds shall be presumed (absent notice to the contrary) to be an "amount
sufficient" for the purposes of this Section 6.3.3 and, upon receipt of such
amount by the Trustee for payment to the Agent as aforesaid, the Trustee shall
be automatically authorized to deliver such Pledged Bonds as aforesaid free from
the pledge of this Agreement, unless the Trustee has received from the Agent
written notice or telephonic notice (which shall thereafter be confirmed in
writing) that such release shall not occur.

                  6.3.4 LIABILITY OF AGENT. The Agent shall not be liable for
failure to collect or realize upon the obligations secured by the Pledged Bonds
or any collateral security guarantee therefor, or any part thereof, or for any
delay in so doing, and the Agent shall not be under any obligation to take any
action whatsoever with regard thereto.

                  6.3.5 REPRESENTATIONS; RIGHTS AND REMEDIES. The Company
represents and warrants to the Agent that the pledge, assignment and delivery of
Pledged Bonds pursuant to this Section 6.3 will create a valid first lien on and
a first perfected security interest in, all right, title and interest of the
Company in and to the Pledged Bonds, and the proceeds thereof. The Company
covenants and agrees that it will defend the Agent's right, title and security
interest in and to the Pledged Bonds and the proceeds thereof against the claims
and demands of all persons. In addition to its other rights and remedies under
this Second Restated Credit Agreement and the Bond Documents, the Agent shall
have all the rights and remedies of a secured party under the Uniform 


                                       52

<PAGE>   63


Commercial Code of the State or other applicable law with respect to the
security interests created by this Section.

7. CONDITIONS PRECEDENT. Notwithstanding anything to the contrary contained
herein, the Agent's and Lenders' obligation and commitment to continue to make
the Credit Facilities available to the Company pursuant to this Second Restated
Credit Agreement will terminate in the event that all of the conditions set
forth in Sections 7.1 and 7.2 are not satisfied by the Company on or before the
Closing Date.
         7.1 INITIAL ADVANCES. The Lenders' obligations to make the initial
Advances and issue the Letters of Credit pursuant to Section 2 of this Second
Restated Credit Agreement are subject to the fulfillment of each of the
following conditions:

                  7.1.1 LOAN DOCUMENTS. The Agent has received, on behalf of the
Lenders, all amended Loan Documents duly executed by the Company, together with
all instruments, Uniform Commercial Code Financing Statements and other
documents as are necessary to continue in the Agent a perfected first priority
security interest in the Collateral.

                  7.1.2 OPINION LETTERS. The Agent and each Lender has received
an opinion of counsel for the Company directed to the Agent and the Lenders in
form and substance and from counsel acceptable to the Agent.

                  7.1.3 RESOLUTIONS. The Agent has been furnished copies,
certified by the secretary or assistant secretary of the Company, of the
resolutions of the Board of Directors of the Company authorizing execution,
delivery and performance of the amended Loan Documents, together with a
certificate of such secretary or assistant secretary certifying the names,
titles, incumbency and signatures of the officers of such corporation authorized
to execute any amended Loan Documents.

                  7.1.4 GOOD STANDING. The Agent has received, as to the
Company, long-form certificates of good standing of the Secretary of State of
the jurisdiction in which it is incorporated and each jurisdiction in which it
is qualified to do business.

                  7.1.5 DESIGNATION OF AUTHORIZED EMPLOYEES OF COMPANY. The
Company shall have delivered to the Agent a written designation of Authorized
Employees. The foregoing Condition Precedent initially was fulfilled on or about
July 15, 1994.

                  7.1.6 TITLE INSURANCE. The Agent has been issued, with respect
to each of the properties described in Sections 5.5, 5.6 and 5.7, above
(collectively the "Mortgaged Properties"), a commitment for the issuance of an
ALTA mortgagee's policy of title insurance, in form and substance and issued by
a company or companies acceptable to the Agent (with appropriate reinsurance or
co-insurance agreements, where required by the Agent), in an amount per policy
of not less than $1,400,000, $570,000 and $1,850,000, respectively, showing fee
simple title to such Mortgaged Properties to be vested in the Company, and
showing and insuring the Mortgage 

                                       53

<PAGE>   64


on each such Mortgaged Property to be a good and valid first lien on the
Company's interest in such property, subject only to such title exceptions as
may be approved by the Agent. Complete and legible copies of all documents
affecting title shall be included in each such commitment. Each policy must
insure against, in addition to other items, mechanic's liens and eliminate
survey and other standard "pre-printed" exceptions, shall provide for
affirmative insurance coverage with respect to such easements and other matters
as the Agent may require, and shall include such revolving credit, zoning and
other endorsements as the Agent may require. Any restrictions, parking
agreements, access or utility easements, common maintenance and service
agreements, and other similar documents or agreements shall be subject to the
Agent's review and approval. The foregoing Condition Precedent initially was
fulfilled on or about July 15, 1994.

                  7.1.7 SURVEY. The Company has provided the Agent with a survey
(dated not more than thirty (30) days prior to the Closing Date) of each of the
Mortgaged Properties, prepared by a licensed surveyor acceptable to the Agent
with adequate errors and omissions insurance, showing, through the use of course
bearings and distances, the boundaries of each Mortgaged Property and location
of the building located on each Mortgaged Property in relation thereto and all
dimensions thereof, and all easements, set-back lines, deviations between survey
lines and title lines, rights of way, encroachments, bench marks, etc. The
survey shall contain a full legal description of adjacent and contiguous streets
as well as measurement to the nearest intersection or other adequate checkpoint
in form and substance satisfactory to the Agent. Such survey shall be certified
to the Agent, the title insurance companies and any other party required by the
Agent and shall otherwise be reasonably acceptable to the Agent and sufficient
to the title insurance companies to remove the survey exceptions from the title
insurance policies. The foregoing Condition Precedent initially was fulfilled on
or about July 15, 1994.

                  7.1.8 INSURANCE. The Company shall provide to the Agent
evidence of all required insurance coverage under Section 9.14 hereof.

                  7.1.9 WETLANDS. The Company shall provide the Agent with
evidence, satisfactory to the Agent, that (a) none of the Mortgaged Properties
contain any areas that constitute wetlands (as defined in 40 C.F.R. Section
122.2 and 33 C.F.R. Section 328.3), and (b) there has been no unpermitted
filling of wetlands at any of such Mortgaged Properties. The foregoing Condition
Precedent initially was fulfilled on or about July 15, 1994.

                  7.1.10 APPRAISAL. The Agent has received an updated appraisal
of each Mortgaged Property, in form and content satisfactory to the Agent,
prepared by an MAI appraiser selected or approved by the Agent.

                  7.1.11 ENVIRONMENTAL REQUIREMENTS. The Company shall provide
the Agent with an environmental engineer's report for each of the Mortgaged
Properties, in form and substance acceptable to the Agent. Such environmental
engineer must be approved by the Agent. Such report shall indicate, among other
things, that the Mortgaged Properties are not and have not been affected by the
presence of any toxic or hazardous substance or waste, or underground storage
tanks, or any other pollutants that could be detrimental to any of the Mortgaged
Properties, human 
                                       54

<PAGE>   65


health, or the environment, that the Mortgaged Properties are not in violation
of any local, state or federal laws or regulations except as set forth on the
Disclosure Schedule and that no environmental problems exist with respect to the
Mortgaged Properties. Such report also shall (i) indicate that the engineers
have made written inquiry of the appropriate regional office of the United
States Environmental Protection Agency ("EPA"), and the appropriate agency or
authority, requesting any information held by the EPA or the appropriate state
agency indicating whether or not any of the Mortgaged Properties are or have
been identified as a site containing toxic or hazardous substance or waste or
underground storage tanks, and (ii) provide the Agent with a history of the use
of the Mortgaged Properties giving particular attention to possible past
military, industrial or land-fill use and as to the presence of any and all
underground storage tanks. With certain exceptions, the foregoing Condition
Precedent initially was fulfilled on or about July 15, 1994.

                  7.1.12 FULL SYNDICATION. The Agent shall have received written
commitments from the Lenders to assume the lending responsibility for the
Commitments. The foregoing Condition Precedent initially was fulfilled on or
about July 15, 1994.

                  7.1.13 UCC SEARCHES. The Agent shall be provided with current
UCC searches with respect to the Company and such other parties and in such
locations as the Agent may require showing that all personal property which is
required to be Collateral for the Credit Facilities is free from all liens and
security interests except for Permitted Liens.

                  7.1.14 CONSENTS. The Agent has received copies of all consents
which the Company must obtain in connection with the transactions contemplated
hereby.

                  7.1.15 BORROWING BASE CERTIFICATE AND REPORTS. The Agent has
received a Borrowing Base Certificate dated as of the Closing Date, and the
Reports described under Section 9.4 hereof for the month most recently ended.

                  7.1.16 FEES. The Agent and the Lenders have received full
payment of all fees, expenses and other amounts then due under this Second
Restated Credit Agreement.

                  7.1.17 WAIVERS OBTAINED. The Company has obtained written
waivers from the holders of all of the Port Authority Bonds waiving the holders'
rights under Section 6.06 of the Indenture and consenting to the substitution of
the Agent as letter of credit bank and to any reduction in ratings of the Port
Authority Bonds that may result from such substitution. The foregoing Condition
Precedent initially was fulfilled on or about July 15, 1994.

                  7.1.18 DELIVERY OF THE BOND DOCUMENTS AND SECURITY DOCUMENTS.
The Bond Documents and Security Documents have been executed and delivered by
the parties thereto, each in form and substance satisfactory to the Agent, and
the Agent has received an executed or conformed copy of each of the Bond
Documents and Security Documents. The foregoing Condition Precedent initially
was fulfilled on or about July 15, 1994.


                                       55

<PAGE>   66



                  7.1.19 NO DEFAULT. No Default or Event of Default exists.

                  7.1.20 REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the Company contained in this Second Restated Credit Agreement or
in the Bond Documents are true and correct with the same force and effect as
though such representations and warranties had been made on and as of such time.

                  7.1.21 CERTIFICATES. There has been delivered to the Agent a
certificate of the Company dated the Closing Date, to the effect that all of the
conditions specified in Sections 7.1.19 and 7.1.20 have been satisfied as of
such date.

                  7.1.22 OPINION OF BOND COUNSEL. There has been delivered to
the Agent an opinion of Bond Counsel, dated the Date of Issuance and in form and
substance satisfactory to the Agent, to the effect that the Bonds are legal,
valid and binding obligations of the Issuer and that interest on the Bonds are
exempt from Federal income taxes under existing statutes, and court decisions
(with such exceptions as are satisfactory to the Agent), and covering such other
matters as the Agent may reasonably request. The foregoing Condition Precedent
initially was fulfilled on or about July 15, 1994.

                  7.1.23 COLLATERAL EVALUATION. The Agent shall have completed
its audit of the accounts receivable, inventory and account payable and the
results of such audit shall be acceptable to the Lenders.

                  7.1.24 DOCUMENTATION AND PROCEEDINGS. All instruments in
connection with the transactions contemplated by this Second Restated Credit
Agreement and the Bond Documents are satisfactory in form and substance to the
Agent and its counsel and the Agent has received all information and copies of
all documents, including governmental approvals, which it may have reasonably
requested in connection with the transactions contemplated by this Second
Restated Credit Agreement and the Bond Documents, such documents where
appropriate to be certified by authorized officers of the Company or proper
governmental authorities.

                  7.1.25 OTHER DOCUMENTS. The Lenders have received such other
documents as they may have reasonably required in connection with the
transactions provided for in this Second Restated Credit Agreement, all in form
and substance satisfactory to the Agent.

                  7.1.26 OTHER CONDITIONS. The conditions set forth in Section
7.2, below, shall have been fully satisfied.

         7.2 EACH ADVANCE. The obligation of each Lender to make any Advance is
subject to the fulfillment of each of the following conditions to the
satisfaction of the Agent:

                  7.2.1 NO DEFAULTS. There does not exist any Potential Default,
Default or Event of Default either before or after giving effect thereto.



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<PAGE>   67



                  7.2.2 ACCURACY. The representations and warranties contained
in this Second Restated Credit Agreement and in the other Loan Documents as
amended are true, correct and complete in all respects on and as of the day of
any Request for Advance or making of any Borrowing.

                  7.2.3 NOTICES. The Agent shall have received all required
Notices.

                  7.2.4 OTHER DOCUMENTS. The Agent shall have received such
other documents or items of information as it may reasonably require, in form
and substance satisfactory to it.

         7.3 REPRESENTATION. Each Borrowing, each conversion or continuation of
an Advance shall constitute a representation and warranty by the Company as of
such Borrowing Date, Conversion Date, Continuance Date or issuance or renewal
date, as applicable, that the conditions specified in Sections 7.1 and 7.2
above, have been satisfied.

8. REPRESENTATIONS AND WARRANTIES. To induce the Lenders to continue to extend
the Credit Facilities herein contemplated, the Company hereby represents and
warrants as follows:

         8.1 ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state in which it is
incorporated, has the power and authority to own, lease and operate its assets
and to conduct its business as is now done and is duly qualified to do business
as a foreign corporation and in good standing under the laws of all
jurisdictions where required by the conduct of its business or ownership or
leasing of its assets, except such jurisdictions, if any, where the failure to
be so qualified and in good standing, whether considered individually or in the
aggregate with all other such failures, would not have a material adverse effect
on the ability of the Company to pay or perform the Obligations or on its
assets, liabilities, business, prospects, operations or condition (financial or
otherwise).

         8.2 LATEST FINANCIALS. The balance sheet of the Company as of March 31,
1996 and related statement of income and retained earnings and statement of cash
flows as of March 31, 1996, and the interim balance sheets and statements of
income and retained earnings and cash flows of the Company for the six (6) month
period ended as of September 29, 1996, as delivered to the Lenders, are true,
complete and accurate in all respects and fairly present the financial
condition, assets and liabilities, whether accrued, absolute, contingent or
otherwise and the results of operations of such Persons for the periods ended as
of March 31, 1996 and September 29, 1996, respectively. Such financial
statements have been prepared in accordance with GAAP applied consistently with
preceding periods, subject to any comments and notes contained therein (and
subject in the case of such interim statements to normal year-end audit
adjustments).

         8.3 RECENT ADVERSE CHANGES. Since March 31, 1996, the Company has not
suffered any damage, destruction or loss which has materially adversely affected
its business or assets and, except as previously disclosed in writing to the
Lenders, no event or condition of any character has occurred which has
materially and adversely affected its assets, liabilities, business, operations,
prospects or condition (financial or otherwise), and neither the Company nor any
of 
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its officers or directors has any knowledge of any event or condition which may
materially adversely affect the assets, liabilities, business, operations,
prospects, or condition (financial or otherwise) of the Company.

         8.4 RECENT ACTIONS. Since March 31, 1996, the business of the Company
has been conducted in the ordinary course and the Company has not: (i) incurred
any debt or other obligations or liabilities, whether accrued, absolute,
contingent or otherwise, other than debt and liabilities incurred and
obligations under contracts entered into in the ordinary course of business;
(ii) discharged, satisfied, paid or cancelled any debt or any obligations,
absolute or contingent, other than current liabilities shown on the financial
statements referred to in Section 8.2, above, and current liabilities incurred
since March 31, 1996 in the ordinary course of business; or (iii) made any loans
or otherwise conducted its business other than in the ordinary course.

         8.5 TITLE. Since March 31, 1996 and except for other immaterial assets
disposed of since that date and described on the Disclosure Schedule, the
Company has good and marketable title to the assets reflected on the balance
sheets or notes thereon referred to in Section 8.2, above, free and clear from
all liens and encumbrances except for Permitted Liens.

         8.6 LITIGATION, ETC. Except as set forth in the Disclosure Schedule,
there are no actions, suits, proceedings or governmental investigations pending
or, to the knowledge of the Company, its directors or officers, threatened
before any court, grand jury, arbitrator, regulatory commission, board,
administrative agency or other governmental authority against or affecting the
Company or any of its respective Subsidiaries, or any of its or their
properties, which (a) could, either individually or in the aggregate, result in
any material adverse change in the condition (financial or otherwise), business,
operations, assets or prospects of the Company or (b) questions the validity or
enforceability of any of the Loan Documents or Obligations; and there is no
basis known to the Company, its officers or directors for any such actions,
suits, proceedings or investigations.

         8.7 TAXES. Except as to taxes not yet due and payable, the Company has
timely filed all returns and reports to be filed by it in connection with any
federal, state, local or other tax, duty or charge levied, assessed or imposed
upon it, or its property, including but not limited to income, franchise,
unemployment, social security and similar taxes; and all of such taxes have been
either paid or adequate reserve or other provision has been made therefor.

         8.8 AUTHORITY. The Company has full corporate power and authority to
enter into the transactions provided for in this Second Restated Credit
Agreement and has been duly authorized to do so by appropriate action of its
board of directors. This Second Restated Credit Agreement, the Notes and the
other Loan Documents as amended, when executed and delivered by the Company,
constitute the legal, valid and binding obligations of the Company, enforceable
in accordance with its terms.

         8.9 OTHER DEFAULTS. There does not now exist any material default or
violation by the Company of or under any of the terms, conditions or obligations
of: (i) its Articles of 

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<PAGE>   69


Incorporation or Code of Regulations; (ii) any indenture, or deed of trust or
mortgage to which it is a party or by which it is bound; (iii) any agreement or
instrument evidencing debt to which it is a party or by which it is bound; (iv)
any other franchise, permit, contract, agreement or other instrument to which it
is a party or by which it is bound; or (v) any material law, regulation, ruling,
order, injunction, decree, condition or other requirement applicable to or
imposed upon it or affecting any of its assets by any law or by any governmental
authority, court or agency.

         8.10 CONFLICTS. Neither the execution, delivery and performance of this
Second Restated Credit Agreement nor the consummation of any of the transactions
herein contemplated (a) will result in any default or violation by the Company
of or under any of the terms, conditions or obligation of (i) its Articles of
Incorporation or Code of Regulations; (ii) any indenture, or deed of trust or
mortgage to which it is a party or by which it is bound; (iii) any agreement or
instrument evidencing debt to which it is a party or by which it is bound; (iv)
any other franchise, permit, contract, agreement or other instrument to which it
is a party or by which it is bound; or (v) any law, regulation, ruling, order,
injunction, decree, condition or other requirement applicable to or imposed upon
it or affecting any of its assets by any law or by any governmental authority,
court or agency or (b) result in or require the creation of any Lien (except as
contemplated by this Second Restated Credit Agreement) upon any of the assets of
the Company.

         8.11 PATENTS, LICENSES, ETC. The Company has any and all licenses,
permits, franchises or other governmental authorizations necessary for the
ownership or leasing of its respective properties and the conduct of its
business. The Company possesses adequate licenses, patents, patent applications,
copyrights, trademarks, trademark applications, and trade names to continue to
conduct its business as heretofore conducted, without any conflict with the
rights of any other person or entity.

         8.12 ERISA. The Company and each of its ERISA Affiliates are in
compliance in all material respects with the applicable provisions of ERISA and
the regulations and published interpretations thereunder. No Reportable Event
has occurred as to which the Company or any such ERISA Affiliate was required to
file a report with the PBGC, and, as of the Closing Date, the present value of
all benefit liabilities under all the Plans (based on those assumptions used to
fund such Plans) did not, as of the last audited annual valuation date
applicable thereto, exceed by more than $500,000 the aggregate value of the
assets of such Plans. Neither the Company nor any such ERISA Affiliate has
incurred any Withdrawal Liability that materially adversely affects the
financial condition of the Company and its ERISA Affiliates taken as a whole.
Neither the Company nor any such ERISA Affiliate have received any notification
that any Multiemployer Plan is in reorganization or has been terminated, within
the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably
expected to be in reorganization or to be terminated, where such reorganization
has resulted or can reasonably be expected to result in an increase in the
contributions required to be made to such Plan that would materially and
adversely affect the financial condition of the Company and its ERISA Affiliates
taken as a whole.

         8.13 REGULATION U. The Company is not engaged principally in, nor does
the Company have as one of its principal activities, the business of extending
credit for the purpose of

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<PAGE>   70


purchasing or carrying Margin Stock (as defined in Reg. U, 12 C.F.R. 221). No
part of the Advances will be used to purchase or carry any Margin Stock, to
extend credit to others for the purpose of purchasing or carrying any Margin
Stock or to retire Indebtedness which was incurred to purchase or carry any
Margin Stock.

         8.14     ENVIRONMENTAL MATTERS.

                  8.14.1 Except as set forth on the Disclosure Schedule, there
have been no material claims, notices, orders or directives on environmental
grounds made or delivered to, pending or served on the Company, any of its
Subsidiaries or its agents, (i) issued by a governmental department or agency
having jurisdiction over the assets of any such Person, real or personal, owned
or leased, affecting such assets or any part thereof, requiring any work to be
done upon or about such assets or any part thereof, including but not limited to
clean up orders, or (ii) issued or claimed by any private agency or individual
affecting such assets or any part thereof.

                  8.14.2 To the best knowledge of the Company, except those
stored, held and used in accordance with all applicable laws and regulations,
there have not been, are not now and will be no solid waste, hazardous waste,
hazardous substances, toxic substances, toxic chemicals, pollutants, wastes or
contaminants, underground storage tanks, purposeful dumps, nor any accidental
spills of such in, on or about any of the assets of the Company or any of its
Subsidiaries, real or personal, owned or leased, and no solid waste, hazardous
waste, hazardous substances, pollutants, contaminants, wastes or toxic substance
have ever been stored on any real property owned or leased either by any such
Person or by any of their lessees, licensees, invitees or predecessors.

                  8.14.3 To the best knowledge of the Company, there has been
no, is not now and will be no filtering into ground water or transmission by
seepage or other draining or transfer any solid waste, hazardous substances,
hazardous waste, pollutants or contaminants, or toxic substances which have
affected, is now affecting or will affect any of the real property owned or
leased by the Company or any of its Subsidiaries or any sites adjoining such
property.

                  8.14.4 To the best knowledge of the Company, the Company and
each of its Subsidiaries have obtained all necessary approvals or satisfactory
clearances for use of its assets from all governmental authorities, utility
companies, or development-related entities, in regard to the use of its assets,
the discharge of chemicals, liquids and emissions, if any, and other chemicals
into the atmosphere, ground water or surface water, from its operations.

         8.15 INVESTMENT COMPANY ACT. The Company is not directly or indirectly
controlled by, or acting on behalf of, a person which is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

         8.16 GOVERNMENTAL CONSENTS. No consent, licenses, permits, approvals or
authorizations of, exemptions by, notices or reports to, or registrations,
filings or declarations with, any governmental authority or agency are required
to authorize the execution, delivery or 

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<PAGE>   71


performance by the Company of any amended Loan Documents or any of the
transactions contemplated thereby, or are otherwise required to ensure the
validity or enforceability of any of the amended Loan Documents, which have not
been obtained or made.

         8.17 DISCLOSURE. Neither this Second Restated Credit Agreement, any of
the other amended Loan Documents or any certificate, instrument, document or
other information furnished in writing to the Agent or any Lender in connection
herewith contains any untrue statement of a material fact or omits to state a
material fact necessary to keep the statements herein or therein not misleading.

         8.18 REGISTERED OFFICE. The Company's registered office for doing
business in Kentucky is located in Jefferson County, Kentucky and the Company
does not maintain and has not maintained a registered office in any other county
in Kentucky.

9. AFFIRMATIVE COVENANTS. The Company covenants and agrees that from the date of
execution of this Second Restated Credit Agreement until all Obligations to the
Lenders have been fully paid and this Second Restated Credit Agreement
terminated:

         9.1 SINKING FUND. The Company will maintain the Sinking Fund Accounts
with each of the Lenders and make timely deposits therein pursuant to the terms
of this Second Restated Credit Agreement.

         9.2 BOOKS AND RECORDS; ACCESS. The Company will maintain, and cause
each of its Subsidiaries to maintain, proper books of account and other records
and enter therein complete and accurate entries and records of all of its
transactions in accordance with GAAP; give representatives of the Agent access
to the books, records and premises of the Company and its Subsidiaries at all
reasonable times, including permission to examine, copy and make abstracts from
any of such books and records, and to audit the Collateral, and provide such
other information as the Agent may from time to time reasonably request; and
furnish to the Agent for examination copies of any reports, statements or
returns which the Company may make to or file with any governmental department,
bureau or agency, federal or state and any letter, other than routine
correspondence, directed to the management of the Company or their auditors or
independent accountants relating to its or their financial statements,
accounting procedures, tax returns, financial condition or the like; and make
their officers and independent certified public accountants available to the
Agent from time to time upon reasonable notice to discuss their businesses,
operations, assets, liabilities and condition (financial or otherwise) and any
statements, records or documents furnished or made available to the Agent or any
of the Lenders.

         9.3 MONTHLY STATEMENTS. The Company will furnish the Agent within
thirty (30) days after the end of each calendar month financial statements of
the Company, which financial statements shall be (a) in reasonable detail and in
form reasonably satisfactory to the Agent, (b) certified by a Responsible
Officer of the Company that such statements are true and correct to the best of
his/her knowledge and are prepared in accordance with GAAP applied on a basis
consistent with the preceding month's statements, if any, and (c) contain a
certificate by such 

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<PAGE>   72


officer (i) stating that to the best of such officer's knowledge, no Default or
Event of Default has occurred during such period and that as of the date of the
certificate, no Default or Event of Default exists, except as specified in such
certificate, and (ii) setting forth computations in reasonable detail and
satisfactory to the Agent that demonstrate compliance with the financial
covenants contained in Section 10 hereof. Such certificate will be in the form
of the attached Exhibit S. Those financial statements will include a balance
sheet as of the end of such month and statements of income and retained earnings
and changes in financial position (or cash flow statements) for such month. The
Agent will promptly send a copy of such statements and certificate to each
Lender.

         9.4 BORROWING BASE CERTIFICATES. The Company will furnish the Agent
upon the request from time to time of the Agent but in no event less often than
monthly, a Borrowing Base Certificate in the form of the attached Exhibit T. The
Borrowing Base Certificate will update accounts receivable monthly and will
update raw materials and finished goods inventory monthly. The Agent will
promptly send a copy of such certificate to each Lender.

         9.5 [INTENTIONALLY OMITTED].

         9.6 QUARTERLY STATEMENTS. The Company will furnish the Agent within
forty-five (45) days after the end of each Fiscal Quarter copies of financial
statements for the Company and its Subsidiaries, which financial statements
will: (a) be in reasonable detail and in form reasonably satisfactory to the
Agent; (b) be certified by a Responsible Officer of the Company that such
statements are true and correct to the best of his/her knowledge and are
prepared in accordance with GAAP applied on a basis consistent with the
preceding quarter's statements, if any; and (c) contain a certificate by each
such officer (i) covering the matters described in Section 9.3(c), above, and
(ii) stating that to the best of such officer's knowledge, at the end of and
during such period the Company have observed or performed or satisfied all
agreements, orders, decrees or other requirements applicable to or imposed upon
them by any federal or state department or agency regulating their government
contracting activities, except as specified in such certificate. Such
certificates will be in the form of the attached Exhibit S. Those financial
statements will include a balance sheet as of the end of such quarter, a
statement of income, retained earnings and cash flow for such quarter, setting
forth in each case in comparative form the corresponding figures for the
corresponding periods in the preceding fiscal year. The Agent will promptly send
a copy of such financial statements and certificates to each Lender.

         9.7 ANNUAL AUDITS. The Company will permit the Agent, at the Company's
expense, to perform annual audits with respect to Inventory and/or receivables
and payables of the Company. At its discretion, the Agent may perform such
audits more frequently than annually and all such audits shall be at the
Company's expense.

         9.8 ANNUAL STATEMENTS. The Company will furnish the Agent (i) within
forty-five (45) days after the end of each fiscal year, copies of internally
prepared annual financial statements of the Company which will include a balance
sheet of the Company as of the end of such year, and a statement of income,
retained earnings and cash flow for such year and (ii) within ninety (90) 


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days after the end of each fiscal year, with copies of annual audited financial
statements for the Company, which will include a balance sheet of the Company as
of the end of such year, and a statement of income, retained earnings and cash
flow for such year. The audited financial statements will contain the
unqualified opinion of an independent certified public accountant acceptable to
the Agent and a certificate stating that in making their audit they obtained no
knowledge of the existence of any Default or Event of Default and its
examination will have been made in accordance with GAAP applied on a basis
consistent with the preceding years' statements. Concurrently with the delivery
of the foregoing financial statements, a Responsible Officer of the Company will
deliver to the Agent certificates with respect to such annual statements in the
form required by Section 9.3, above. The Agent will promptly send a copy of such
financial statements and certificates to each Lender.

         9.9 AUDITOR'S LETTERS. The Company shall furnish copies of any letter,
other than routine correspondence or communications, directed to the management
of the Company by its auditors or independent accountants, relating to its
financial statements, accounting procedures, financial condition, tax returns,
or the like, since December 31, 1995.

         9.10 ANNUAL BUDGETS, FORECASTS AND COMPARISONS. At Agent's request,
within thirty (30) days of such request, the Company will submit to the Agent a
copy of the Company's annual budget and financial forecast for the succeeding
fiscal year, at a minimum, including a summary of the Company's strategic
operating plan together with key assumptions underlying the forecast, all in
form and content acceptable to Agent. With each of the financial statements
delivered in accordance with Sections 9.3, 9.6 and 9.8, above, the Company will
deliver statements for each division of the Company comparing actual performance
to projected and prior year's performance for such period.

         9.11 NOTICES OF DEFAULT. Promptly after the Company obtains knowledge
thereof, the Company will notify the Agent of any Default, Event of Default or
Potential Default, the nature thereof, period of existence thereof and action
the Company proposes to take with respect thereto.

         9.12 PAYMENT OF CHARGES. The Company will pay and discharge when due
all tax, assessments and governmental charges and levies imposed upon it, its
income, profit, business or assets, and all other lawful claims of any kind
which, if unpaid, might become a lien or charge upon all or any part of its
assets, except those which currently are being contested in good faith by
appropriate proceedings and for which the Company has set aside adequate
reserves in accordance with GAAP, but any such disputed item will be paid
forthwith upon the commencement of any proceeding for the foreclosure of any
lien which may have attached with respect thereto, unless the Agent will have
received an opinion in form and substance and from legal counsel of the Company
acceptable to it that such proceeding is without merit.

         9.13 EXISTENCE; OPERATIONS. The Company will maintain and preserve its
corporate existence and right to carry on its business; maintain and preserve
all material rights, powers, privileges and franchises; continue in operation in
substantially the same manner as at present, except where such operation is
rendered impossible by a fire, strike or other events beyond their 


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control; keep its real and personal properties in good operating condition and
repair; make all necessary and proper repairs, renewals, replacements, additions
and improvements thereto and comply with the provisions of all leases to which
it is a party or under which it occupies or holds real or personal property so
as to prevent any loss or forfeiture thereof or thereunder.

         9.14 INSURANCE. The Company will keep its insurable real and personal
property insured with responsible insurance companies reasonably satisfactory to
the Agent against loss or damage by fire, windstorm and other hazards which are
commonly insured against with an extended coverage endorsement in an amount
equal to not less than eighty percent (80%) of the insurable value thereof on a
replacement cost basis (or, if greater, the amount necessary so that the insured
will not be deemed a co-insurer under any coinsurance provisions of any such
policy) and also maintain public liability insurance and flood insurance in a
reasonable amount. In addition, the Company will and will cause its Subsidiaries
to maintain extended liability insurance covering their operations in a
reasonable amount considering the type of business operations of such Persons
and the amount and form of such insurance and the companies issuing such
insurance shall be consistent with the quality, form and amount of insurance
presently maintained by such parties. All such policies shall provide that
thirty (30) days' prior written notice must be given to the Agent before such
policy is altered or cancelled. All casualty policies shall name the Agent as
lender loss payee and additional insured (for the benefit of Lenders) (or, if
applicable, a standard mortgagee clause and waiver of insurer's right of
subrogation against funds paid under the standard mortgagee endorsement). The
right to adjust all claims under such policies and all amounts recoverable under
such policies hereby are assigned to the Agent (for the benefit of the Lenders);
and the amounts collected by the Agent, at the option of the Agent, may be used
in any one or more of the following ways: (a) applied to the payment of any sums
then in default under the Obligations; (b) used to fulfill any Obligations that
the Company has failed to perform; (c) unless the insurer denies liability to
any insured, used to restore the applicable property to a condition satisfactory
to the Agent on such terms and conditions as the Agent may determine; (d)
released to the Company; and/or (e) applied to any of the Obligations, whether
matured or unmatured. Schedules of all insurance of the Company and its
Subsidiaries will be submitted to the Agent upon request. Such schedules will
contain a description of the risks covered, the amounts of insurance carried in
each risk, the name of the insurer and the cost of such insurance to the
insured. Such schedules will be supplemented by the Company from time to time to
reflect any change in insurance coverage. The Company will deliver to Agent
certificates representing such insurance policies on the Closing Date and
thereafter updated certificates at least thirty (30) days prior to the
expiration of each insurance policy date as reflected in the prior certificates
evidencing that the premiums for such policies have been paid in full.

         9.15 COMPLIANCE WITH LAWS. The Company will comply with all laws,
regulations and court and governmental orders applicable to it, any of its
assets or the operation of its business, including without limitation those
relating to environmental, insurance, health and employee benefit matters, the
failure to comply with which, whether considered individually or in the
aggregate, could materially adversely affect the ability of the Company to pay
or perform any of the Obligations or the business, operations, assets, prospects
or condition (financial or otherwise) of the Company.



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         9.16 ENVIRONMENTAL VIOLATIONS. The Company will immediately notify the
Agent of any violation of any rule, regulation, statute, ordinance, or law
relating to public health or the environment.

         9.17 ENVIRONMENTAL AUDIT AND OTHER ENVIRONMENTAL INFORMATION. The
Company will provide copies of all environmental reports, audits, studies, data,
results, and findings obtained by the Company or any of its Subsidiaries from
work conducted by the Company or any Subsidiaries thereof or any other person or
entity (including, but not by way of limitation, the United States Environmental
Protection Agency and any state Environmental Protection Agency and their
agents, representatives, and contractors) on any property of the Company or any
Subsidiary thereof or property adjacent thereto. Copies of all such existing
reports, audits, studies, data, results and data will be delivered to the Agent
on or before the Closing Date, and any and all such materials hereafter obtained
will be delivered to the Agent as soon as such reports, audits, studies, data,
results, and findings become available to any of the Company. If the submissions
are considered inadequate or insufficient in order for the Agent to adequately
consider the status of environmental compliance or if the submissions are in
error, then the Agent may require the Company, at the Company's sole expense, to
engage an independent engineering firm acceptable to the Agent to conduct a
complete environmental report, study, finding or audit in as timely a fashion as
is reasonably possible. In addition, the Company will provide the Agent with
information related to remedial action at any property, the Company or any
Subsidiary thereof or adjacent to such property as soon as such information
becomes available to the Company or any Subsidiary thereof (such information
will include but not be limited to a copy of the Remedial Investigation/
Feasibility Study for that property).

         9.18 BUSINESS NAMES AND LOCATIONS. The Company will immediately notify
the Agent of any change in the name under which the Company conducts its
business and, unless the Agent otherwise consents in writing pursuant to this
Second Restated Credit Agreement, keep and maintain all of the Collateral only
at the addresses listed in the Disclosure Schedule (and, as to any address
disclosed therein as a subcontractor location for Inventory, not permit at any
time the value of such Inventory at any such location to exceed $100,000) and
keep the principal places of business of each Company at the addresses specified
in the Disclosure Schedule. The Company will notify the Agent immediately upon
the opening or closing of any place from which the Company conducts business.

         9.19 ACCOUNTS. So long as any of the Credit Facilities are in effect,
the Agent will remain the primary bank of account of the Company.

         9.20 ERISA COMPLIANCE. The Company will (a) comply in all material
respects with the applicable provisions of ERISA and (b) furnish to the Agent
(i) as soon as possible, and in any event within thirty (30) days after any
Responsible Officer of the Company or any ERISA Affiliate knows or has reason to
know that any Reportable Event has occurred that alone or together with any
other Reportable Event could reasonably be expected to result in liability of
the Company to the PBGC in an aggregate amount exceeding $500,000 a statement of
a financial officer of the Company, setting forth details as to such Reportable
Event and the action that the Company 

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proposes to take with respect thereto, together with a copy of the notice of
such Reportable Event, if any, given to the PBGC, (ii) promptly after receipt
thereof, a copy of any notice the Company or any ERISA Affiliate may receive
from the PBGC relating to the intention of the PBGC to terminate any Plan or
Plans (other than a Plan maintained by an ERISA Affiliate which is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or
to appoint a trustee to administer any such Plan, (iii) within ten (10) days
after the due date for filing with the PBGC pursuant to Section 412(n) of the
Code of a notice of failure to make a required installment or other payment with
respect to a Plan, a statement of a financial officer of the Company setting
forth details as to such failure and the action that the Company proposes to
take with respect thereto together with a copy of any such notice given to the
PBGC and (iv) promptly and in any event within thirty (30) days after receipt
thereof by the Company or any ERISA Affiliate from the sponsor of a
Multiemployer Plan, a copy of each notice received by the Company or any ERISA
Affiliate concerning (A) the imposition of Withdrawal Liability in an amount
exceeding $500,000 or (B) a determination that a Multiemployer Plan is, or is
expected to be, terminated or in reorganization, both within the meaning of
Title IV of ERISA, and which, in each case, is expected to result in an increase
in annual contributions of the Company or an ERISA Affiliate to such
Multiemployer Plan in an amount exceeding $500,000.

         9.21 FURTHER ASSURANCES. The Company will execute and deliver, or cause
to be executed and delivered, all such additional documents, agreements and
instruments (including but not limited to Uniform Commercial Code financing
statements) as the Agent or the Lenders may reasonably request in order to
effectuate the transactions contemplated hereby or by the Security Documents or
to preserve, protect, or perfect the rights of the Agent, or the Lenders
hereunder, with respect to the Collateral.

         9.22 COMPLIANCE WITH AGREEMENTS. The Company will observe, or cause to
be observed, all obligations, covenants and agreements applicable to the Company
or any Subsidiary thereof under the Loan Documents.

         9.23 [INTENTIONALLY OMITTED].

         9.24 [INTENTIONALLY OMITTED].

         9.25 SALE OF EQUIPMENT. The Company will use its best effort to sell
obsolete, under-utilized or idle assets. Proceeds from the sale of such assets
will be deposited into the Sinking Fund Accounts.

         9.26 EXCESS CASH FLOW. At the end of each Fiscal Quarter, the Company
will deposit 25% of Excess Cash Flow into the Sinking Fund Accounts within
thirty (30) days of the end of each Fiscal Quarter.

         9.27 [INTENTIONALLY OMITTED].



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<PAGE>   77


         9.28 RECEIVABLES AND PAYABLES AGING. The Company will furnish to the
Agent upon the request from time to time of the Agent, but in no event less
often than monthly within thirty (30) days after the end of each calendar month,
an aging report of receivables and payables, in form satisfactory to the Agent.

10. NEGATIVE COVENANTS. The Company covenants and agrees that from the date of
execution of this Second Restated Credit Agreement until all of the Obligations
have been fully paid and this Second Restated Credit Agreement terminated it
will not:

         10.1 DEBT. Incur any Indebtedness other than: (a) the Credit
Facilities; (b) the existing Indebtedness described in the Disclosure Schedule;
(c) open account obligations incurred in the ordinary course of business having
maturities of less than seventy-five (75) days; and (d) rental and lease
payments as described in Section 10.2, below.

         10.2 LEASES. Enter into or permit to remain in effect any rental or
lease agreement for real or personal property whose term (including renewal
options) exceeds five (5) years or if aggregate annual rental payments under all
lease agreements for real and personal property on an annual basis would, when
combined with the annual rental payments of Laser Graphic Systems, Incorporated,
exceed $600,000.

         10.3 LIENS. Incur, create, assume, become or be liable in any way, or
suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any
nature whatsoever on any of their respective assets, now or hereafter owned,
other than Permitted Liens; be bound by or subject to any agreement or option to
do so; or be bound by or subject to any agreement (other than this Agreement)
not to do so (including but not limited to any agreement that imposes a
requirement that equal and ratable security be given in connection therewith or
attaches any other condition to any such matter.

         10.4 CASH FLOW COVERAGE RATIO. Permit the Cash Flow Coverage Ratio to
be less than 1.10 to 1 as of the end of each Fiscal Quarter on a trailing four
quarter basis. Principal payments on debt (including capitalized lease
obligations) incurred as a result of financing the new equipment to be used in
the Company's Scottsburg, Indiana plant and capital expenditures to acquire such
equipment will be excluded in calculating the Cash Flow Coverage Ratio.

         10.5 CURRENT RATIO. During the following periods, permit the Current
Ratio to be less than:

<TABLE>
<CAPTION>
      Current Ratio          At the end of each month during the period  
      -------------          ------------------------------------------  

<S>                          <C>                                                                     
          1.20               Closing Date through March 30, 1997         
          1.30               March 31, 1997 through March 29, 1998       
          1.35               March 30, 1998 and thereafter               
                         
</TABLE>






                                       67

<PAGE>   78



         10.6 LEVERAGE RATIO. During the following periods, permit the Leverage
Ratio to be greater than:

<TABLE>
<CAPTION>
Leverage Ratio       At the end of each month during the period  
--------------       ------------------------------------------  
                                                                 
<S>                  <C>
       3.10          Closing Date through March 30, 1997         
       3.00          March 31, 1997 through June 29, 1997        
       2.90          June 30, 1997 through September 28, 1997    
       2.80          September 29, 1997 through December 28, 1997
       2.70          December 29, 1997 through March 29, 1998    
       2.60          March 30, 1998 and thereafter               

</TABLE>


         Debt (including capitalized lease obligations) incurred as a result of
financing the new equipment to be used in the Company's Scottsburg, Indiana
plant and capital expenditures to acquire such equipment will be excluded in
calculating the Leverage Ratio.

         10.7 MINIMUM TANGIBLE NET WORTH. Permit Tangible Net Worth at any time
to be less than $7,000,000 through January 1, 1997, plus 75% of positive
consolidated net income (with no deductions for net losses), less dividends
permitted under Section 10.12, below, and permitted treasury stock purchases,
calculated in accordance with generally accepted accounting principles, on a
cumulative basis for all periods since October 1, 1996. Tangible Net Worth will
be calculated on a cumulative basis at the end of each month.

         10.8 [INTENTIONALLY OMITTED].

         10.9 GUARANTEES. Except in connection with the endorsement and deposit
of checks in the ordinary course of business for collection, guarantee, endorse,
assume or otherwise in any way be or become contingently liable or responsible
for, directly or indirectly, the obligation of any Person.

         10.10 CORPORATE CHANGES. Amend or change its Articles of Incorporation
or Code of Regulations, recapitalize or otherwise change or adjust its capital
stock other than the preferred stock issued in accordance with Sections 9.23 and
9.24, above, and the conversion of Indebtedness to equity upon terms
satisfactory to the Lenders.

         10.11 REDEMPTIONS. Purchase, retire, redeem or otherwise acquire for
value, directly or indirectly, any shares of its capital stock now or hereafter
outstanding, or set aside any funds or other property for any such purpose;
PROVIDED, HOWEVER, that after June 30, 1997 and so long as no Default or Event
of Default has occurred and is continuing, the Company may utilize up to 25% of
Excess Cash Flow for each Fiscal Quarter, but not more than $25,000 for any
Fiscal Quarter, to redeem outstanding shares of its common stock.

         10.12 DIVIDENDS. Declare or pay dividends of any kind on any shares of
capital stock now or hereafter outstanding or make any other distribution of
cash or property to its 

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<PAGE>   79


shareholders, or authorize or set aside any funds or other property for any such
purpose; PROVIDED, HOWEVER, that the Company may pay dividends on preferred
stock so long as at the time of making or declaring such dividends and after
giving effect thereto no Default or Event of Default exists. No dividend may be
paid if a Default or Event of Default has been waived by the Lenders, but not
cured by the Company.

         10.13 INVESTMENTS, LOANS AND ADVANCES. Make or commit to make any loan,
extension of credit, advance or contribution of capital to any Person, or
purchase, acquire or hold any stock, equity interest, other securities or
evidences of indebtedness of, or make any investment or purchase, acquire or
hold any interest whatsoever in, any other Person other than (a) loans,
extensions of credit, advances or contributions of capital to its Subsidiary,
Laser Graphic Systems, Incorporated, not to exceed $750,000 in the aggregate;
(b) advances to employees of the Company not to exceed $10,000 per employee or
$100,000 in the aggregate when cumulated with all other such employee advances
to cover reasonable expenses of employees, such as travel expenses; and (c)
short term investments of excess working capital invested in one or more of the
following: (i) investments (of one (1) year or less) in direct or guaranteed
obligations of the United States, or any agencies thereof; and (ii) investments
(of one (1) year or less) in certificates of deposit of banks or trust companies
organized under the laws of the United States or any jurisdiction thereof,
PROVIDED that such banks or trust companies are insured by the Federal Deposit
Insurance Corporation and have capital in excess of $150,000,000.

         10.14 MERGER OR SALE OF ASSETS. Merge or consolidate with or into any
other Person, dissolve or sell, lease or otherwise dispose of any of its assets
(or enter into an agreement to do any of the foregoing), or permit any of its
Subsidiaries to do any of the foregoing, except for: (i) sale of Inventory in
the ordinary course of business; and (ii) other dispositions of obsolete,
under-utilized or idle equipment with the prior written consent of the Agent.

         10.15 CAPITAL EXPENDITURES. Make capital expenditures, including the
capitalized value of any leases, which, when calculated in accordance with GAAP
and added to all other capital expenditures of the Company, would exceed (i)
$3,200,000 during Fiscal Year 1997, (ii) $2,600,000 during Fiscal Year 1998, and
(iii) $1,800,000 during any Fiscal Year thereafter. Unexpended amounts from the
prior Fiscal Year may be carried forward to the next Fiscal Year.

         10.16 ACQUISITIONS. Purchase, lease or otherwise acquire all or any
substantial part of the assets of any Person, or create any Subsidiary, or enter
into any joint venture or partnership, or permit any Subsidiary to do any of the
foregoing (collectively, "Acquisitions") without the Lenders' prior written
consent.

         10.17 TRANSFER OF COLLATERAL. Transfer, or permit the transfer, to
another location of any of the Collateral or the books and records related to
any of the Collateral; PROVIDED, HOWEVER, that the Company may transfer
Collateral or the books and records related thereto to another location with the
prior written consent of the Agent and if the Company has provided to the Agent
prior to such transfer an opinion addressed to the Agent in the form and
substance and written by counsel acceptable to the Agent to the effect that the
perfection and priority of the Agent's 

                                       69

<PAGE>   80



security interest in the Collateral will not be affected by such move or if it
will be affected, setting forth the steps necessary to continue the perfection
and priority of the Agent's security interest together with the commencement of
such steps by the Company at its expense.

         10.18 SALE AND LEASEBACK. Directly or indirectly enter into any
arrangement to sell or transfer all or any part of its fixed assets and
thereupon or within one (1) year thereafter rent or lease (or permit any
Subsidiary to rent or lease) any assets so sold or transferred.

         10.19 LINE OF BUSINESS. Enter into any line or area of business
substantially different from the business or activities in which it is presently
engaged, or permit any Subsidiary to do so.

         10.20 WAIVERS. Waive any right or rights of substantial value which,
singly or in the aggregate, is or are material to the condition (financial or
otherwise), properties, business or operations of the Company.

         10.21 PAYMENTS TO SHAREHOLDERS AND AFFILIATES. Except for payments
permitted by Sections 10.12 and 10.13 and except for reasonable and customary
salaries and bonuses made in accordance with Section 10.22, below, make any
payment or distribution (including, without limitation, debt repayment, payment
for goods or services, or otherwise) to its shareholders or to any Affiliate
without the prior written consent of the Agent.

         10.22 SALARIES AND DEFERRED COMPENSATION. Pay any deferred compensation
to any officers of the Company or increase the compensation of its officers or
senior management without the prior written consent of the Agent, which consent
will not be withheld unreasonably.

         10.23 TRANSACTIONS WITH AFFILIATES. Enter into any transaction,
including, without limitation, any purchase, sale, transfer, lease or exchange
of property or the rendering of any service, with any Affiliate, unless such
transaction is otherwise permitted under this Second Restated Credit Agreement,
is in the ordinary course of the Company's business and is on fair and
reasonable terms no less favorable to the Company than it would obtain in a
comparable arm's length transaction with a non-Affiliate.

         10.24 POST-CLOSING MATTERS. Fail to deliver to the Lender the
documents, if any, noted as post-closing items on the Closing Document List of
even date herewith. Such documents will be delivered on or before the date
specified in the Closing Document List and will be in form and substance
satisfactory to the Lenders.

         10.25 BOND DOCUMENTS. Amend or otherwise modify, or agree to the
amendment or modification of, the Bond Documents to which the Company is a party
or to which the Company shall have a right to consent to any amendment or
modification, and fail to obtain the consent of the Lenders whenever required
under the Indentures.

         10.26 LIMITATION ON OPTIONAL CALLS. Exercise its rights under the Bond
Documents to direct the Issuer to call the Bonds for any optional redemption
thereof or convert the interest rate 

                                       70

<PAGE>   81


thereon to the Long Term Rate, unless the Company first demonstrates to the
reasonable satisfaction of the Lenders and their legal counsel that at the time
of such redemption or conversion the Lenders will be fully reimbursed for all
drawings on the Letters of Credit in connection with such redemption or
conversion.

         10.27 EXCESS BORROWING. Permit the Advances to violate any of the
applicable Revolving Conditions.

11.      EVENTS OF DEFAULT.  Upon the occurrence of any of the following events:

         11.1 PAYMENT. The non-payment of (a) any principal amount of any of the
Advances, (b) any mandatory prepayment pursuant to this Second Restated Credit
Agreement, (c) any amounts due under this Second Restated Credit Agreement as
reimbursement for a drawing under the Letters of Credit or Standby Letters of
Credit, Letter of Credit Fees, or interest on any such drawing or Letter of
Credit Fees, (d) any interest, fees or other amounts owing hereunder or under
any of the other Loan Documents within ten (10) days of when the same is due, or
(e) payments into the Sinking Fund Accounts; or

         11.2 BOND DOCUMENTS. Any of the events of default specified in the Bond
Documents; or

         11.3 COVENANTS. The default in the due observance of any other covenant
or agreement to be kept or performed by the Company under the terms of this
Second Restated Credit Agreement or any of the Security Documents and the
failure or inability of the Company to cure such default within thirty (30) days
of the occurrence thereof; PROVIDED that such thirty (30) day grace period will
not apply to: (a) any default which in the Agent's good faith determination is
incapable of cure, (b) any default that has previously occurred, (c) any default
in any negative covenants, (d) any payment default, (e) any failure to maintain
insurance or to permit inspection of the Collateral or the books and records, or
(f) any failure to provide any notice required hereunder; or

         11.4 REPRESENTATIONS AND WARRANTIES. Any representation, warranty or
statement made by or on behalf of the Company in this Second Restated Credit
Agreement, in any other Loan Document or in any report, certificate, opinion
(including any opinion of counsel to the Company), financial statement or other
instrument furnished at any time under or in connection with this Second
Restated Credit Agreement or any of the Obligations is false or erroneous in any
material respect on or as of the date made or any material breach thereof has
been committed; or

         11.5 OBLIGATIONS. Except as provided in Sections 11.1, 11.2 or 11.3,
above, the default by the Company in the due observance of any other covenant or
agreement to be kept or performed by the Company under the terms of any of the
Obligations to any Lender and the lapse of any applicable cure period provided
in such Obligations with respect to such default, or, if so defined therein, the
occurrence of any Event of Default or Default and the Company's failure to

                                       71

<PAGE>   82



cure such Event of Default or Default within any applicable cure period (as
such terms are defined in the Obligations) under any of such obligations; or

         11.6 EXECUTION, ATTACHMENT, ETC. The commencement of any foreclosure
proceedings, proceedings in aid of execution, attachment actions, levies
against, or the filing by any taxing authority of a lien against, any of the
Collateral; or

         11.7 LOSS, THEFT OR SUBSTANTIAL DAMAGE TO THE COLLATERAL. In addition
to the rights of the Agent to deal with proceeds of insurance as provided
herein, the loss, theft or substantial damage to Collateral if the result of
such occurrence (singly or in the aggregate) is the failure or inability of the
Company to resume substantially normal operation of its business within ninety
(90) days of the date of such occurrence; or

         11.8 JUDGMENTS. Unless in the opinion of the Agent adequately insured
or bonded, the entry of a final judgment for the payment of money involving more
than $500,000 against the Company and the failure by the Company to discharge
the same, or cause it to be discharged, within ninety (90) days from the date of
the order, decree or process under which or pursuant to which such judgment was
entered, or to secure a stay of execution pending appeal of such judgment; or
the entry of one or more final non-monetary judgment(s) or order(s) which,
singly or in the aggregate, does or could reasonably be expected to (i) cause a
material adverse change in the value of the Collateral or the condition
(financial or otherwise), operations, properties or prospects of the Company, or
(ii) have a material adverse effect on the ability of the Company to perform its
obligations under this Second Restated Credit Agreement or any of the other Loan
Documents or any of the Obligations, or (iii) have a material adverse effect on
the rights and remedies of the Agent under this Second Restated Credit Agreement
or any of the other Loan Documents or any of the Obligations and the failure by
the Company to secure a stay of execution pending appeal of such judgment or
order; or

         11.9 BANKRUPTCY, ETC. The Company (a) dissolves or is the subject of
any dissolution, winding up or liquidation; (b) becomes insolvent; (c) makes a
general assignment for the benefit of creditors; or (d) files or has filed
against the Company a petition in bankruptcy, for a reorganization or an
arrangement, or for a receiver, trustee or similar creditors' representative for
the property or assets of the Company or any part thereof, or any other
proceeding under any federal or state insolvency law (and if filed against the
Company without its acquiescence, the same is not contested by the Company
within ninety (90) days thereof and has not been dismissed or discharged within
ninety (90) days thereof); or

         11.10 IMPAIRMENT OF SECURITY. The validity or effectiveness of any Loan
Document or the transfer, grant, pledge, mortgage or assignment by the Company
of any lien hereunder or thereunder to the Agent is impaired or contested; or
any Security Document is amended, hypothecated, subordinated, terminated or
discharged, or if any Person is released from any of its covenants or
obligations of such person thereunder any Security Document except to the extent
that the Agent expressly consents in writing; or


                                       72

<PAGE>   83


         11.11 [INTENTIONALLY OMITTED].

         11.12 OTHER INDEBTEDNESS. A default in payment with respect to any
Indebtedness in excess of $250,000 in principal amount singly or in the
aggregate of or guaranteed by the Company (other than to a Lender pursuant to
the Credit Facilities); or any other breach or default or event occurs with
respect to any such Indebtedness if the effect of such breach, default or event
is to accelerate the maturity of such Indebtedness (or otherwise allow the
holders to cause such Indebtedness to become due prior to its stated maturity),
whether or not such breach, default or event is waived; PROVIDED, HOWEVER, that
a material adverse change default of the Lease Agreement between PNC Leasing
Corp. and the Company in and of itself will not be deemed an Event of Default
under this Second Restated Credit Agreement; or

         11.13 AMENDMENT. Any amendment is made to the Bond Documents or any
waiver of the terms thereof is granted, or any action is taken pursuant to the
Bond Documents which requires the prior written consent of the Agent and such
consent is not obtained; then in any such event ("Event of Default"), the Agent
may, or upon the request of the Lenders shall, take any or all of the following
actions (provided that if any Event of Default specified in Section 11.9, above,
occurs, the results described in clauses (a) and (b), below, shall occur
automatically):

                  (a) declare the Commitments terminated,

                  (b) declare all principal, interest and other amounts due and
         payable hereunder and under the Loan Documents, and the maximum amount
         available to be drawn under all outstanding Letters of Credit, to be
         immediately due and payable whereupon all such amounts shall
         immediately be due payable, without presentment, demand, protest or
         notice of any kind, all of which hereby are waived by the Company and
         require the immediate purchase by the Company of all Bonds held by the
         Agent and/or the deposit by the Company with the Agent in a cash
         collateral account of an amount equal to the Letter of Credit Amounts,

                  (c) exercise all rights and remedies under the Bond Documents,

                  (d) notify the Trustee of such Event of Default, direct the
         Trustee to declare an Event of Default, as defined in the Indenture,
         and accelerate the Bonds, direct the Paying Agent to draw on the Letter
         of Credit, and direct the Trustee to exercise remedies under the Bond
         Document,

                  (e) by written notice to the Company, the Trustee, the Tender
         Agent and the Remarketing Agent, terminate the Liquidity Period, and

                  (f) exercise any other rights and remedies provided hereunder,
         under any of the Loan Documents and/or by applicable law. After the
         occurrence of any Event of Default the Lenders are authorized at any
         time and from time to time without notice to the Company to offset,
         appropriate and apply to all or any part of the Obligations all moneys,

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<PAGE>   84



         credits, deposits (general or special, demand or time, provisional or
         final) and other property of any nature whatsoever of the Company now
         or at any time hereafter in the possession of, in transit to or from,
         under the control or custody of, or on deposit with (whether held by
         the Company individually or jointly with another party) any of the
         Lenders and any or all indebtedness at any time owing by such Lender to
         or for the credit or account of the Company. The rights and remedies of
         the Lenders upon the occurrence of any Event of Default will include
         but not be limited to all rights and remedies provided in the Security
         Documents and all rights and remedies provided under applicable law.
         The Company irrevocably waives (a) any requirement of marshalling of
         the Collateral upon the occurrence of any Event of Default and (b) any
         right to direct the application of any payments received by any Lender
         or the Agent from or on behalf of the Company after the occurrence of
         any Event of Default.

12.      INTERCREDITOR LIEN AND PAYMENT PROVISIONS.

         12.1     LIEN PRIORITY.

                  12.1.1 The Company has granted to the Agent, for the benefit
of the Lenders, a lien on and security interest in the Collateral to secure
payment of the Obligations. Notwithstanding the date, manner or order of
perfection, attachment or filing, all pledges, liens and security interests of
any kind that any Lender now has or hereafter acquires in any or all of the
Collateral, are and shall be subordinate, inferior and subject to the pledges,
liens and security interests of the Agent for the benefit of the Lenders in the
Collateral.

                  12.1.2 None of the Lenders will take any action with respect
to foreclosure or repossession of the Collateral upon an Event of Default
without the prior written consent of the Agent and the Lenders, so long as this
Second Restated Credit Agreement is in effect or any obligations exist between
the Company and the Lenders pursuant thereto or pursuant to the Security
Documents. The Lenders will cooperate with each other with regard to all such
actions with respect to such Collateral and in all events, sums due and owing
the Lenders under this Second Restated Credit Agreement, the Obligations or the
other Loan Documents will be paid out of any amounts realized upon any
disposition or other transfer of the Collateral prior to the application thereof
to any other obligation of the Company to any Lender.

         12.2 PARTICIPATION IN LETTERS OF CREDIT. Immediately upon the issuance
of each Letter of Credit, the Agent shall be deemed to have sold and transferred
to each Lender, and each Lender shall be deemed to have purchased and received
from the Agent, in each case irrevocably and without any further action by any
party, an undivided interest and participation in such Letter of Credit, each
drawing thereunder and the Obligations of the Company under this Second Restated
Credit Agreement related to such Letter of Credit in an amount equal to the
Ratable Portion of such Lender therein, to the end that all of the Lenders shall
share the obligations and risks as to Letters of Credit in accordance with their
respective Ratable Portions. Each Lender irrevocably agrees to pay to the Agent
upon demand at any time the amount of such Lender's participation in such Letter
of Credit Obligation.


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<PAGE>   85



         12.3     SHARING OF PAYMENTS, ETC.

                  12.3.1 Except as otherwise expressly required by the terms of
this Second Restated Credit Agreement each payment or prepayment of principal,
interest, fees, expenses and other charges under the Credit Facilities and each
reduction of the Total Revolving Commitment will be applied pro-rata among the
Lenders in accordance with their respective Ratable Portions applicable thereto.

                  12.3.2 If any Lender at any time obtains any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of Advances or Letter of Credit Obligations owing to it,
as applicable (other than payments to the Agent in respect of Letter of Credit
Obligations, and payments of fees and expenses to the Agent pursuant to Sections
2.13.2(c), (d), and (e) and of indemnities and expenses to the Agent pursuant to
Sections 2.10.8, 16.12 and 16.13 hereof, in excess of its pro rata share of
payments on account of Advances or Letter of Credit Obligations, as the case may
be), such Lender will forthwith purchase from the other Lenders, such
participations in the Advances or Letter of Credit Obligations, as applicable,
owing to them as will be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; PROVIDED, HOWEVER, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender will be rescinded and such Lender will
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required payment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered. The Company agrees that any Lender so purchasing a participation from
another Lender pursuant to this Second Restated Credit Agreement may, to the
fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Company in the amount of such
participation.

                  12.3.3 The Company and the Lenders further acknowledge that
the Agent shall not be obligated to make any Advances to the extent that any of
the other Lenders do not contribute their Ratable Portion of any Advance.

                  12.3.4 Each Lender's Ratable Portion of any payment hereunder
shall be reduced to the extent that such Lender has not contributed its Ratable
Portion of any amount owing to the Agent hereunder.

                  12.3.5 Each Lender's obligation to purchase participation
interests pursuant to this Second Restated Credit Agreement shall be absolute
and unconditional.

                  12.3.6 Each Lender shall be entitled to receive from the Agent
its Ratable Portion of interest on Advances of such Lender only as calculated
based upon funds actually received by the Agent from each Lender by 11:00 a.m.
(Cincinnati time) on the day due from such Lender.

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<PAGE>   86



Funds received by the Agent after such cut off time will be treated as having
been received by the Agent on the next Business Day following the day on which
received.

                  12.3.7 To the extent that the Agent shall have disbursed a
Borrowing on a day prior to receipt by the Agent of a Lender's Ratable Portion
of such Borrowing, interest accrued and paid on such unfunded sums will be for
the account of the Agent.

         12.4 RECEIPT OF PAYMENTS BY LENDERS. Should any payment or distribution
not permitted by the provisions of this Second Restated Credit Agreement or the
Security Documents or proceeds thereof be received by any Lender upon or with
respect to all or any part of the Notes, Letter of Credit Obligations or the
Obligations and/or the Collateral prior to the full payment and satisfaction of
the Obligations in the priority set forth in this Section 12.4 and the
termination of all financing arrangements between the Lenders and the Company,
such Lender will deliver the same to the Agent in precisely the form received
(except for the endorsement or assignment of the Lender where necessary), for
application to the Obligations (whether due or not due in such order and manner
as set forth herein), and, until so delivered, the same shall be held in trust
by such Lender as property of the Agent on behalf of all of the Lenders. In the
event of the failure of any Lender to make any such endorsement or assignment,
the Agent on behalf of all of the Lenders, or any of its officers or employees
on behalf of the Agent on behalf of all of the Lenders, is hereby irrevocably
authorized in its own name or in the name of the Lenders to make the same, and
is hereby appointed each of the Lender's attorney-in-fact for those purposes,
that appointment being coupled with an interest and irrevocable.

         12.5 DISTRIBUTIONS, ETC. In the event of any distribution, division or
application, partial or complete, voluntary or involuntary, by operation of law
or otherwise, of all or any part of the assets of the Company or the proceeds
thereof to creditors of the Company or to any indebtedness, liabilities and
obligations of the Company, or upon any liquidation, dissolution or other
winding up of the Company's business, or in the event of any sale (singly or in
the aggregate) of all or any substantial part of the assets of the Company, or
in the event of any receivership, insolvency or bankruptcy proceeding, or
assignment for the benefit of creditors, or any proceeding by or against the
Company for any relief under any bankruptcy or insolvency law or other laws
relating to the relief of debtors, readjustment of indebtedness, reorganization,
compositions or extensions, then and in any such event any payment or
distribution of any kind or character, either in cash, securities or other
property, whether or not on account of the Collateral, which shall be payable or
deliverable upon or with respect to all or any part of the Obligations shall be
paid or delivered directly to the Agent for application to the Obligations
(whether due or not due in order and manner as set forth herein) until the
Obligations shall have been fully paid and satisfied. The Lenders hereby
irrevocably authorize and empower the Agent to demand, sue for, collect and
receive every such payment or distribution and give acquittance therefor and to
file claims and take such other proceedings in the Agent's own name or in the
name of the Lenders or otherwise, as the Lender may deem necessary or advisable
to carry out the provisions of this Section. The Lenders hereby agree to execute
and deliver to the Agent such limited powers of attorney, assignments,
endorsements or other instruments as may be requested by Agent in order to
enable the Agent to enforce any and all claims upon or with respect to the
Obligations and/or the 

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<PAGE>   87


Collateral, and to collect and receive any and all payments or distributions
which may be payable or deliverable at any time upon or with respect to the
Obligations and/or the Collateral.

         12.6 BENEFIT. The provisions of this Section 12 are solely for the
benefit of the Lenders, and may at any time or times be changed by the Lenders
pursuant to Section 16.4, below, as they may elect without necessity of notice
to or consent or approval by the Company or any other Person (other than the
Lenders pursuant to Section 16.4, below); and the Company, or other Person shall
not have any right to rely on or enforce any of the provisions hereof.

13. REPRESENTATIONS AND WARRANTIES TO SURVIVE. All representations, warranties,
covenants and agreements made by the Company herein and in the other Loan
Documents will survive the execution and delivery of this Second Restated Credit
Agreement, the Security Documents and the issuance of the Notes.

14. ENVIRONMENTAL INDEMNIFICATION. The Company assumes any liability or
obligation of, or claims asserted against the Agent or any of the Lenders for
loss, damage, fines, penalties, claims or duty to clean-up or dispose of wastes
or materials on or relating to any of its assets, real or personal, owned or
leased, regardless of any inspections of such assets made by the Agent or the
Lenders prior to the consummation of this transaction or as a result of any
conveyance of title to the Agent or the Lenders by foreclosure, deed in lieu of
foreclosure, or otherwise. The Company agrees to remain fully liable and will
indemnify and hold harmless Agent and the Lenders from any costs, expenses,
clean-up costs, waste disposal costs, litigation costs, fines, penalties,
including without limitation those costs, expenses, penalties and fines within
the meaning of CERCLA, and other related liabilities. The provisions of this
Section will survive any termination of this Second Restated Credit Agreement.

15. THE AGENT.

         15.1 AUTHORIZATION AND ACTION. Each Lender hereby appoints and
irrevocably authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under this Second Restated Credit
Agreement and the other Loan Documents as are delegated to the Agent by the
terms hereof or thereof, together with such powers as are reasonably incidental
thereto. Without limitation of the foregoing, each Lender hereby expressly
authorizes the Agent to execute, deliver and perform its obligations hereunder
and under each of the Loan Documents to which the Agent is a party, and to
exercise hereunder or thereunder all rights, powers and remedies that the Agent
may have hereunder or thereunder. Each Lender agrees that any action taken by
the Agent in accordance with the provisions of this Second Restated Credit
Agreement or the Loan Documents, and the exercise by the Agent of the powers set
forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all Lenders. As to any
matters not expressly provided for hereunder or by the Loan Documents
(including, without limitation, enforcement or collection of the Obligations),
the Agent will not be required to exercise any discretion or take any action,
but will be required to act or to refrain from acting (and will be fully
protected in so acting or refraining from acting) upon the instructions of the
Lenders, and such instructions will be binding upon all 

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the Lenders. The duties of the Agent will be mechanical and administrative in
nature and the Agent will have no fiduciary relationship in respect of any
Lender. If the Agent shall request instructions from any Lenders with respect to
any act or failure to act in connection with this Second Restated Credit
Agreement, the Credit Facilities or any of the Loan Documents, the Agent shall
be entitled to refrain from such act or taking such action unless and until the
Agent has received instructions and the Agent will have no liability to any
Person or Lender by reason of so refraining. The Agent will not be required to
take any action which exposes the Agent to personal liability or is contrary to
this Second Restated Credit Agreement, any Security Document or applicable law.

         15.2 AGENT'S RELIANCE, ETC. Neither the Agent, any Affiliate of the
Agent, nor any of their respective directors, officers, agents, employees,
attorneys or consultants will be liable to any Lender for any action taken or
omitted to be taken by it or them under or in connection with this Second
Restated Credit Agreement, any of the Obligations, any of the Collateral or any
Loan Document, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the Agent:
(a) may consult with legal counsel (including counsel for the Company),
independent public accountants and other experts selected by it and will not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (b) makes no
warranty or representation to any Lender and will not be responsible to any
Lender for any statements, warranties or representations made in or in
connection with this Second Restated Credit Agreement, the Notes or any Loan
Document; (c) will not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Second Restated Credit Agreement, the Obligations or any Loan Document on the
part of the Company or as to the existence or possible existence of any
Potential Default, Default or Event of Default or to inspect the property
(including the books and records) of the Company; (d) will not be responsible to
any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Second Restated Credit Agreement, the
Obligations or any Loan Document or any other instrument or document furnished
pursuant thereto; (e) will have no obligation to any Person to assure that the
Collateral exists or is owned by the Company or is cared for, protected or
insured or has been encumbered or that the liens granted to Agent pursuant to
the Loan Documents have been created, perfected, protected or enforced or are
entitled to any particular priority or to exercise at all or in any particular
manner or under any duty of care any right, authority or power in respect of the
Collateral; and (f) will incur no liability under or in respect of this Second
Restated Credit Agreement, the Obligations or any Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telephone, telegram, cable, telecopy or telex) believed by it to be genuine and
signed or sent by the proper party or parties. The Agent will not be liable for
any apportionment or distribution of payments made by it in good faith pursuant
to this Second Restated Credit Agreement, and if any such apportionment or
distribution is subsequently determined to have been made in error the sole
recourse of any Person to whom payment was due, but not made, shall be to
recover from the recipients of such payments any payment in excess of the amount
to which they are determined to have been entitled.


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         15.3 THE AGENT AND ITS AFFILIATES. With respect to its Commitments, the
Advances made or Letters of Credit issued by it, the Notes issued to it, and the
Collateral, the Agent will have the same rights and powers under the Loan
Documents as any other Lender and may exercise the same as though it were not
the Agent; and the term "Lender" or "Lenders" will, unless otherwise expressly
indicated, include the Agent in its individual capacity. The Agent and its
Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with the Company or
the Company's Affiliates and any Person who may do business with or own
securities of the Company or the Company's Affiliates, all as if it were not the
Agent and without any duty to account therefor to the Lenders.

         15.4 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Second Restated Credit
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it will deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under or otherwise relating to
this Second Restated Credit Agreement, the Obligations, the Collateral and the
Security Documents; and the Agent will not have any duty or responsibility at
any time to provide any Lender with any credit or other information with respect
thereto.

         15.5 INDEMNIFICATION. The Lenders agree to indemnify the Agent (to the
extent not reimbursed by the Company), ratably according to their respective
Commitments existing on the date hereof, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Agent in any way relating to or
arising out of this Second Restated Credit Agreement, the Notes, the Letters of
Credit, the Obligations or any of the Loan Documents or any action taken or
omitted by the Agent under this Second Restated Credit Agreement, the Notes, the
Letters of Credit, the Obligations or any of the Loan Documents, PROVIDED that
no Lender will be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or willful misconduct.
Without limitation of the foregoing, each Lender agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses
incurred by the Agent in connection with the preparation, review, 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 Second Restated Credit
Agreement, the Notes, the Letters of Credit, the Obligations or any of the Loan
Documents, or any of them, to the extent that the Agent is not reimbursed for
such expenses by the Company. The provisions of this Section will survive the
termination of this Second Restated Credit Agreement.

         15.6 SUCCESSOR AGENT. The Agent may resign at any time as Agent under
this Second Restated Credit Agreement, the Notes or the Loan Documents by giving
written notice thereof to the Lenders and the Company. Upon any such
resignation, the Lenders will appoint a successor 

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Agent, which will be a commercial bank organized under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $150,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent will thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent will be discharged from its duties
and obligations under this Second Restated Credit Agreement; PROVIDED, HOWEVER,
that the successor Agent will not be considered as a Lender for purposes of this
Second Restated Credit Agreement. After any retiring Agent's resignation, the
provisions of this Section 15 will inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Second Restated
Credit Agreement. If the other Lenders request the Agent to resign, then, prior
to such resignation, the other Lenders shall cause the Agent to be paid all
amounts owed to Agent hereunder, including, without limitation, the Agent's
Ratable Portion of all outstanding Advances and other Obligations, replacement
Letters of Credit shall be substituted for any Letters of Credit issued by the
Agent and Letters of Credit outstanding pursuant to this Second Restated Credit
Agreement shall be returned to Agent without demand for payment by the
beneficiaries thereof.

         15.7     RELATIONS AMONG LENDERS.

                  15.7.1 Except as contemplated under this Second Restated
Credit Agreement, no Lender shall make any loan, advance or other financial
accommodation to the Company without the prior written consent of all the
Lenders except for corporate credit cards issued by any of the Lenders.

                  15.7.2 Each Lender agrees that it will not take or institute
any actions or proceedings, against the Company under this Second Restated
Credit Agreement or with respect to any Collateral, without the prior written
consent of all the Lenders.

         15.8 BENEFIT. The provisions of this Section 15 are solely for the
benefit of the Agent and the Lenders, and may at any time or times be changed by
the Lenders as they may elect without necessity of notice to or consent or
approval by the Company or other Person (other than the Lenders pursuant to
Section 16.4, below); and the Company or other Person shall not have any right
to rely on or enforce any of the provisions hereof. In performing its actions
and duties under this Second Restated Credit Agreement the Agent acts solely as
Agent of the Lenders and does not assume or have any obligation toward or agency
relationship with or for the Company.

16.      GENERAL.

         16.1 WAIVER. No delay or omission on the part of any Lender to exercise
any right or power arising from any Event of Default will impair any such right
or power or be considered a waiver of any such right or power or a waiver of any
such Event of Default or any acquiescence therein nor will the action or
nonaction of any Lender in case of such Event of Default impair any right or
power arising as a result thereof or affect any subsequent default or any other
default of the same or a different nature. No disbursement of Advances, issuance
of Letters of Credit or disbursement under the Letters of Credit hereunder will
constitute a waiver of any of the 

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conditions to the Lenders' obligation to make further disbursements; nor, in
the event that the Company is unable to satisfy any such condition, will any 
such disbursement have the effect of precluding the Lenders from thereafter
declaring such inability to be a Default or an Event of Default. No
modification or waiver of any provision of this Second Restated Credit
Agreement or any of the Loan Documents, nor consent to any departure by the
Company therefrom, will be established by conduct, custom or course of dealing;
and no modification, waiver or consent will in any event be effective unless
the same is in writing and specifically refers to this Second Restated Credit
Agreement, and then such waiver or consent will be effective only in the
specific instance and for the purpose for which given. No notice to or demand
on the Company in any case will entitle the Company to any other or further
notice or demand in the same, similar or other circumstance. Unless otherwise
agreed in writing by all the Lenders pursuant to Section 16.4 hereof, the
liability of the Company will not be affected by any surrender, exchange,
acceptance, or release by the Agent or any Lender of any party or other person
or any other guarantee or any security held by it for any of the Obligations or
by the Agent's or any Lender's failure to take any steps to perfect or maintain
its lien or security interest in or to preserve any of its rights to, any
guarantee, security or other collateral for any of the Obligations, by any
delay or omission in exercising any right, remedy or power with respect to any
of the Obligations or any guarantee or collateral therefor, or by any
irregularity, unenforceability or invalidity of any of the Obligations or any
security or guarantee therefor. Subject to Section 16.4 hereof, the Lenders at
any time and from time to time, and without impairing, releasing, discharging
or modifying the liabilities of the Company hereunder, may (a) without the
consent of or notice to the Company, change the manner, amount, place or terms
of payment or performance of or interest rates on, or change or extend the time
of payment of, or other terms relating to, any of the Obligations, (b) renew,
substitute, modify, amend or alter, or grant consents or waivers relating to,
any of the Obligations without the consent of or notice to the Company, (c)
renew, substitute, modify, amend or alter, or grant consents or waivers
relating to, any guarantee or any security for any guarantee, (d) apply any and
all payments received by a Lender by whomever paid or however realized,
including any proceeds of any Collateral, to any of the Obligations in such
order, manner and amount as such Lender may determine in its sole discretion,
(e) deal with any Person in respect of the Obligations in such manner as such
Lender deems appropriate in its sole discretion and/or (f) substitute any
security or guarantee. Irrespective of the taking or refraining from the taking
of any such action, the obligations of the Company shall remain in full force
and effect. The Lenders in their sole discretion may determine the
reasonableness of the period which may elapse prior to the making of demand for
any payment upon the Company and need not pursue any remedy or remedies against
any particular Company, any other Person or any Collateral before having
recourse against the Company hereunder.
        
         16.2 NOTICES. All notices, demands, requests, consents or approvals
required hereunder will be in writing (including telegraphic, telex, facsimile
or cable communication) and mailed, telegraphed, telexed, transmitted, cabled or
delivered to such party at the address set forth below (or at such other address
as such party may specify to the other party in writing). All such notices and
communications will, when mailed, telegraphed, telexed, transmitted or cabled,
be effective when deposited in the mails (postage pre-paid), delivered to the
telegraph company, confirmed by telex answerback, transmitted by telecopier or
delivered to the cable company, respectively, except

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that notices and communications to the Agent pursuant to Sections 2 or 15,
above, will not be effective until received by the Agent.

         To the Agent:                      PNC Bank, Ohio, National Association
                                            201 East Fifth Street, 26th Floor
                                            P.O. Box 1198
                                            Cincinnati, Ohio  45201-1198
                                            Attention:  Middle Market Banking
                                            Telecopier No.:  (513) 651-8952

         To the Company                     Multi-Color Corporation
         or the Authorized                  205 West Fourth Street, Suite 1140
         Company                            Cincinnati, Ohio  45202
         Representative:                    Attention:  William B. Cochran
                                            Telecopier No.: (513) 381-2813

         To the Lenders:                    PNC Bank, Ohio, National Association
                                            201 East Fifth Street, 26th Floor
                                            P.O. Box 1198
                                            Cincinnati, Ohio 45201-1198
                                            Attention:  Middle Market Banking
                                            Telecopier No.: (513) 651-8952

                                            Star Bank, National Association
                                            425 Walnut Street
                                            ML 8025
                                            Cincinnati, Ohio 45202
                                            Attention: Andrew Hawking
                                            Telecopier No.: (513) 632-2068

         16.3     SUCCESSORS AND ASSIGNS.

                  16.3.1 This Second Restated Credit Agreement will be binding
upon and inure to the benefit of the Company and the Lenders and their
respective successors and assigns, PROVIDED, HOWEVER, that the Company may not
assign this Second Restated Credit Agreement in whole or in part without the
prior written consent of the Agent and the Lenders and the Agent may not assign
this Second Restated Credit Agreement in whole or in part without the prior
written consent of the Company except as otherwise set forth herein.

                  16.3.2 Each Lender may sell participations to one or more
banks or other entities in all or a portion of its rights and obligations under
this Second Restated Credit Agreement (including, without limitation, all or a
portion of its Commitments, and the Advances owing to it and the Note or Notes
held by it); PROVIDED, HOWEVER, that (i) such Lender's obligations under this
Second Restated Credit Agreement (including, without limitation, its Commitments
to the 

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Company hereunder and its participation obligations to the Agent as to Letter of
Credit Obligations) shall remain unchanged, (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 any such Notes for all purposes of
this Agreement, (iv) the Company, the 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 Second Restated Credit Agreement and (v) no
participant under any such participation shall have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by any party therefrom. Notwithstanding the foregoing, the Company
agrees that each such participant shall, to the extent provided in its
participation, be entitled to the rights and benefits under Sections 2.13 and
2.14, and, subject to Section 12, all rights of setoff under this Second
Restated Credit Agreement with respect to its participating interest, in each
case, as if such participant were a Lender.

                  16.3.3 Any Lender may, in connection with any participation or
proposed participation pursuant to this Section 16, disclose to the participant
or proposed participant, any information relating to the Company furnished to
such Lender by or on behalf of the Company.

         16.4 MODIFICATIONS. No modification, amendment or waiver of any
provision of this Second Restated Credit Agreement or any of the Loan Documents
nor consent to any departure therefrom by the Company will in any event be
effective unless the same is in writing signed by all the Lenders and the
Company and specifically refers to this Second Restated Credit Agreement, and
then such waiver or consent will be effective only in the specific instance and
for the purpose for which given, PROVIDED, HOWEVER, that no amendment, waiver or
consent will be effective without the signed written consent of all the Lenders,
to (a) change the percentage amount of the Commitments or of the aggregate
unpaid principal amount of the Notes or the number of Lenders which will be
required for the Lenders or any of them to take any action hereunder, (b) waive
any Event of Default under Section 11.1 hereof; (c) amend Sections 12 or 15 or
this Section 16.4; (d) increase any Commitment of any Lender; (e) change the
rate of interest on any Note held by any Lender; or (f) postpone any date fixed
for any payment of principal of, or interest on, any of the Notes; and PROVIDED
FURTHER, HOWEVER, that no amendment, waiver or consent will, unless in writing
and signed by the Agent in addition to all of the Lenders, affect the rights or
duties of the Agent under this Second Restated Credit Agreement, the Letters of
Credit, the Obligations or any Loan Document. No notice to or demand on the
Company in any case will entitle the Company to any other or further notice or
demand in the same, similar or other circumstance. Notwithstanding anything to
the contrary contained herein: (a) the Agent may in its sole discretion and
without the consent of the Lenders reduce the fees or expenses for audits or
legal services that the Company is required to pay to Agent; PROVIDED, HOWEVER,
that any increase in such fees shall not be effective unless the same is in
writing and signed by the Lenders and the Company; and (b) as long as the fees
provided herein are at the customary level as normally charged by the Agent,
such fees are not subject to this Section 16.4.

         16.5 ILLEGALITY. If fulfillment of any provision hereof or any
transaction related hereto or of any provision of any of the Loan Documents, at
the time performance of such provision is due, involves transcending the limit
of validity prescribed by law, then IPSO FACTO, the obligation

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to be fulfilled will be reduced to the limit of such validity; and if any clause
or provisions herein contained other than the provisions hereof pertaining to
repayment of the Obligations operates or would prospectively operate to
invalidate this Second Restated Credit Agreement in whole or in part, then such
clause or provision only will be void, as though not herein contained, and the
remainder of this Second Restated Credit Agreement will remain operative and in
full force and effect; and if such provision pertains to repayment of the
Obligations, then, at the option of the Lenders, all of the Obligations will
become immediately due and payable.

         16.6 GENDER, ETC. Whenever used herein, the singular number will
include the plural, the plural the singular and the use of the masculine,
feminine or neuter gender will include all genders.

         16.7 HEADINGS. The headings in this Second Restated Credit Agreement
are for convenience only and will not limit or otherwise affect any of the terms
hereof.

         16.8 PURPOSE. The Company hereby ratifies and confirms all of its
obligations, liabilities and indebtedness under the provisions of the Credit
Agreement as amended and restated by this Second Restated Credit Agreement. The
purpose of this Second Restated Credit Agreement is to amend and restate the
Credit Agreement. The Agent, Lenders and the Company agree that nothing
contained herein shall be construed to extinguish, release or discharge or
constitute a novation of, or an agreement to extinguish, (a) the continuing
Obligations under the provisions of the Credit Agreement as amended and restated
by this Second Restated Credit Agreement, (b) any of the Loan Documents, (c) the
security interests and liens created by any of the Security Documents, and (d)
any of the Obligations (as defined in the Credit Agreement as amended and
restated by this Second Restated Credit Agreement); all of the foregoing
described in (a), (b), (c) and (d) above to continue and remain in full force
and effect.

         16.9 RATIFICATION. Agent, Lenders and the Company agree that any and
all of the terms and provisions of the Notes, the Security Documents, and any
and all other documents, instruments or agreements evidencing, securing or
pertaining to the Obligations evidenced by the Notes and Credit Agreement shall,
except as modified and amended, hereby remain in full force and effect as to the
Collateral. The Company hereby ratifies and extends the liens and security
interests of any and all security for the indebtedness evidenced by the Security
Documents, including, without limitation, the Mortgages until the Obligations
evidenced by the Second Restated Credit Agreement have been paid in full and
agrees that such modification and renewal of the Obligations shall in no manner
affect or impair the Security Documents and that the lien shall not in any
manner be waived; the purpose of this Agreement being to modify and renew the
Obligations evidenced by the Credit Agreement and the Loan Documents and to
carry forward all liens securing the payment and performance of the Obligations,
which are acknowledged by the Company to be valid and subsisting.

         16.10 CLAIMS AND RELEASE OF CLAIMS BY THE COMPANY. The Company
represents and warrants that the Company does not have any claims,
counterclaims, setoffs, actions or causes of actions, damages or liabilities of
any kind or nature whatsoever whether at law or in equity, in

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contract or in tort, whether now accrued or hereafter maturing (collectively,
"Claims") against the Lenders or the Agent, their respective direct or indirect
parent corporations or any direct or indirect affiliates of such parent
corporation, or any of the foregoing's respective directors, officers,
employees, agents, attorneys and legal representatives, or the successors or
assigns of any of them (collectively, "Lender Parties") that directly or
indirectly arise out of, are based upon or are in any manner connected with any
Prior Related Event. As an inducement to the Lenders and the Agent to enter into
this Second Restated Credit Agreement, the Company on behalf of itself, and all
of its successors and assigns hereby knowingly and voluntarily releases and
discharges all Lender Parties from any and all Claims, whether known or unknown,
that directly or indirectly arise out of, are based upon or are in any manner
connected with any Prior Related Event. As used herein, the term "Prior Related
Event" means any transaction, event, circumstance, action, failure to act,
occurrence of any sort or type, whether known or unknown, which occurred,
existed, was taken, permitted or begun at any time prior to the Closing Date or
occurred, existed, was taken, was permitted or begun in accordance with,
pursuant to or by virtue of any of the terms of the Credit Agreement or any
documents executed in connection with the Credit Agreement or which was related
to or connected in any manner, directly or indirectly to the Notes, Letter of
Credit or Standby Letter of Credit.

         16.11 EXECUTION IN COUNTERPARTS. This Second Restated Credit Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed will be deemed to be an
original and all of which taken together will constitute one and the same
agreement.

         16.12 REMEDIES CUMULATIVE. No single or partial exercise of any right
or remedy by the Lenders will preclude any other or further exercise thereof or
the exercise of any other right or remedy. All remedies hereunder and in any
instrument or document evidencing, securing, guaranteeing or relating to any
Loan or now or hereafter existing at law or in equity or by statute are
cumulative and none of them will be exclusive of the others or any other remedy.
All such rights and remedies may be exercised separately, successively,
concurrently, independently or cumulatively from time to time and as often and
in such order as the Lenders may deem appropriate.

         16.13 COSTS, EXPENSES AND LEGAL FEES. The Company will be solely
responsible for any fees and expenses for appraisals, surveys, title insurance,
lien searches environmental reports, recording fees, documentary taxes and
similar items. The Company agrees to reimburse on demand the Agent for all
reasonable out-of-pocket costs and expenses, including, without limitation, due
diligence and audit expenses and reasonable fees and expenses of auditors,
attorneys (which attorneys may be the Agent's employees and including, without
limitation, the reasonable fees and disbursements of Frost & Jacobs, special
counsel for the Agent), and other advisors, expended or incurred in the
syndication of the Credit Facilities; the preparation, review, negotiation,
execution and delivery, and filing and recording as necessary, of this Second
Restated Credit Agreement and the other amended Loan Documents; in amending,
supplementing, waiving or enforcing provisions of this Second Restated Credit
Agreement and the other amended Loan Documents; in collecting any sum which is
not paid when due under this Second Restated Credit

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Agreement and the other amended Loan Documents; and/or in the protection,
perfection, preservation and enforcement of any and all rights of the Agent and
the Lender's in connection with this Second Restated Credit Agreement and any of
the other amended Loan Documents.

         16.14 INDEMNITY. The Company will indemnify, defend and hold harmless
the Agent and Lenders, their respective directors, officers, counsel and
employees, from and against all claims, demands, liabilities, judgments, losses,
damages, costs and expenses, joint or several (including all accounting fees and
attorneys' fees reasonably incurred), that any such indemnified party may incur
arising under or by reason of the Company's failure to observe, perform or
discharge the Company's obligations, covenants, representations and duties under
this Second Restated Credit Agreement, any of the Credit Facilities, Loan
Documents or Collateral, except the willful misconduct or gross negligence of
such indemnified party. Without limiting the generality of the foregoing, the
Company agrees that if, after receipt by the Agent or any Lender of any payment
of all or any part of the Obligations, demand is made at any time upon the Agent
and/or any Lender for the repayment or recovery of any amount or amounts
received by it in payment or on account of the Obligations and the Agent and/or
Lender repays all or any part of such amount or amounts by reason of any
judgment, decree or order of any court or administrative body, or by reason of
any settlement or compromise of any such demand, this Second Restated Credit
Agreement will continue in full force and effect and the Company will be liable,
and will indemnify, defend and hold harmless the Agent and Lenders for the
amount or amounts so repaid. The provisions of this Section will be and remain
effective notwithstanding any contrary action which may have been taken by the
Company in reliance upon such payment, and any such contrary action so taken
will be without prejudice to the Agent's and any Lender's rights under this
Second Restated Credit Agreement and will be deemed to have been conditioned
upon such payment having become final and irrevocable. The provisions of this
Section will survive the termination of this Second Restated Credit Agreement.

         16.15 CONTINUING AGREEMENT. This Second Restated Credit Agreement is
and is intended to be a continuing agreement and will remain in full force and
effect until the Obligations are finally and irrevocably paid in full and the
Credit Facilities, Commitments, Letters of Credit and Standby Letters of Credit
are terminated.

         16.16 COMPLETE AGREEMENT. This Second Restated Credit Agreement,
together with the exhibits and schedules hereto, the other Loan Documents as
amended, the Security Documents, the Bond Documents and related documents
delivered on the Closing Date constitutes the entire agreement of the parties
hereto regarding the subject matter hereof and thereof and supersedes any prior
or written agreements or understandings regarding such subject matter.

         16.17 NO THIRD PARTY BENEFICIARIES. Nothing express or implied herein
is intended or will be construed to confer upon or give any person, firm or
corporation, other than the parties hereto, any right to remedy hereunder or by
reasons hereof.

         16.18 NO PARTNERSHIP OR JOINT VENTURE. Nothing contained herein or in
any of the agreements or transactions contemplated hereby is intended or will be
constructed to create any

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relationship other than as expressly stated herein or therein and will not
create any joint venture, partnership or other relationship.

         16.19 GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL. THIS SECOND
RESTATED CREDIT AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECOND RESTATED CREDIT
AGREEMENT OR THE OBLIGATIONS MAY BE BROUGHT IN ANY COURT(S) OF THE STATE OF
OHIO, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO, AND
THE COMPANY HEREBY ACCEPTS, GENERALLY, IRREVOCABLY AND UNCONDITIONALLY, THE
JURISDICTION OF ANY SUCH COURT AND CONSENTS THAT ANY SERVICE OF PROCESS MAY BE
MADE BY CERTIFIED MAIL DIRECTED TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN
FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS
DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. THE
COMPANY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO
VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH JURISDICTION. NOTHING
HEREIN CONTAINED SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS,
ENFORCE ANY JUDGMENT OR OTHERWISE PROCEED AGAINST THE COMPANY, ANY SECURITY OR
ANY PROPERTY OF THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND THE
LENDERS EACH UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING RELATING TO THIS SECOND RESTATED CREDIT AGREEMENT, THE
OTHER LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

         Signed at Cincinnati, Ohio, effective as of January 9, 1997.

                                   MULTI-COLOR CORPORATION,
                                   AS COMPANY


                                   By:_________________________________
                                   Print Name:_________________________
                                   Title:______________________________


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<PAGE>   98


                                   PNC BANK, OHIO, NATIONAL ASSOCIATION,
                                   ON ITS OWN BEHALF AS LENDER, AND AS AGENT


                                   By:_________________________________
                                   Print Name:_________________________
                                   Title:______________________________


                                   STAR BANK, NATIONAL ASSOCIATION,
                                   AS LENDER


                                   By:_________________________________
                                   Print Name:_________________________
                                   Title:______________________________









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