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                                                                   Exhibit 10.39

                           FIFTH AMENDED AND RESTATED

                  CREDIT, REIMBURSEMENT AND SECURITY AGREEMENT




                      Originally dated as of July 15, 1994

                          Restated as of July 12, 2002

                                      among

                             MULTI-COLOR CORPORATION

                                  the Company,

                         THE SUBSIDIARIES OF THE COMPANY

                                       and

                          THE LENDERS IDENTIFIED HEREIN

                                       and

                         PNC BANK, NATIONAL ASSOCIATION

                                    the Agent

                                       and

                            PNC CAPITAL MARKETS, INC.

                                the Lead Arranger

<PAGE>

                         FIFTH AMENDMENT AND RESTATEMENT

     MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), the
Subsidiaries (as defined herein) of the Company, the Lenders (as defined
herein), PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"),
and PNC CAPITAL MARKETS, INC., as Lead Arranger, hereby agree as follows
effective as of July 12, 2002 ("Effective Date"):

1.   RECITALS.

     1.1  Effective as of June 6, 2000, the Company, PNC Bank, National
          Association, certain financial institutions party thereto, and the
          Agent entered into a Fourth Amended and Restated Credit, Reimbursement
          and Security Agreement (as amended, the "Fourth Restated Credit
          Agreement").

     1.2  The Company has requested that the Lenders amend and restate the
          Fourth Restated Credit Agreement and the Lenders are willing to do so
          subject to and in accordance with the terms of the attached Fifth
          Amended and Restated Credit, Reimbursement and Security Agreement (the
          "Credit Agreement").

2.   AMENDMENT AND RESTATEMENT. Effective as of the Effective Date, the Fourth
     Restated Credit Agreement will be amended and restated in its entirety as
     follows:

                           [Intentionally Left Blank]

                                       -i-

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                    PAGE

                                                                                    ----
<S>                                                                                 <C>
1.       DEFINITIONS...............................................................  3

         1.1      DEFINED TERMS....................................................  3

         1.2      OTHER ACCOUNTING DEFINITIONAL PROVISIONS......................... 23

         1.3      OTHER DEFINITIONAL PROVISIONS.................................... 23

2.       CREDIT FACILITIES......................................................... 23

         2.1      REVOLVING CREDIT FACILITY........................................ 23

         2.2      NON-REVOLVING CREDIT FACILITY.................................... 24

         2.2A     SWINGLINE LOANS SUBFACILITY...................................... 25

         2.2B     TERM LOAN........................................................ 26

         2.3      MANNER OF BORROWING.............................................. 27

                  2.3.1    REVOLVING BORROWINGS.................................... 27

                  2.3.2    NON-REVOLVING BORROWINGS................................ 28

                  2.3.3    SWINGLINE BORROWINGS.................................... 29

         2.4      ADDITIONAL PROVISIONS REGARDING FUNDING.......................... 29

         2.5      CONVERSIONS AND CONTINUATION OF ADVANCES......................... 29

                  2.5.1    OPTIONAL CONVERSION..................................... 29

                  2.5.2    CONTINUATION............................................ 30

                  2.5.3    AUTOMATIC CONVERSION.................................... 31

         2.6      PREPAYMENT OF CREDIT FACILITIES.................................. 31

                  2.6.1    OPTIONAL PREPAYMENT..................................... 31

                  2.6.2    MANDATORY PREPAYMENT.................................... 32

         2.7      INTEREST ON THE ADVANCES......................................... 33

                  2.7.1    INTEREST ON REVOLVING CREDIT LOANS...................... 33
</TABLE>

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         <S>                                                                        <C>
                  2.7.2    INTEREST ON SWINGLINE LOANS............................. 33

                  2.7.3    INTEREST ON NON-REVOLVING CREDIT LOANS AND TERM LOAN.... 33

                  2.7.4    NON-REVOLVING CREDIT LOANS PAYMENT DATES................ 34

                  2.7.5    INTEREST PAYMENT DATES.................................. 34

                  2.7.6    DEFAULT RATE............................................ 34

         2.8      TERMINATION OR REDUCTION OF COMMITMENTS BY THE COMPANY........... 35

         2.9      RECORDS.......................................................... 35

         2.10     LETTER OF CREDIT FACILITIES...................................... 35

                  2.10.1   ISSUANCE OF SCOTTSBURG ALTERNATE LETTER OF CREDIT....... 35

                  2.10.2   [RESERVED].............................................. 36

                  2.10.3   ISSUANCE OF 1997 SCOTTSBURG LETTER OF CREDIT............ 36

                  2.10.4   ISSUANCE OF MCC-BATAVIA ALTERNATE LETTER OF CREDIT...... 36

                  2.10.5   REIMBURSEMENT AND OTHER PAYMENTS........................ 37

                  2.10.6   TRANSFER; REDUCTION; REINSTATEMENT...................... 39

                  2.10.7   OBLIGATIONS ABSOLUTE.................................... 40

                  2.10.8   INDEMNIFICATION......................................... 40

                  2.10.9   LIABILITY OF AGENT...................................... 41

         2.11     STANDBY LETTER OF CREDIT FACILITY................................ 42

                  2.11.1   STANDBY LETTER OF CREDIT COMMITMENT..................... 42

                  2.11.2   TERMS OF STANDBY LETTERS OF CREDIT...................... 43

                  2.11.3   PROCEDURE FOR STANDBY LETTERS OF CREDIT................. 43

                  2.11.4   DRAWING AND REIMBURSEMENT............................... 44

                  2.11.5   REIMBURSEMENT OBLIGATION OF COMPANY FOR STANDBY
                           LETTER OF CREDIT DISBURSEMENTS.......................... 45

                  2.11.6   COMPANY'S OBLIGATIONS ABSOLUTE.......................... 45

                  2.11.7   COLLATERAL IN THE EVENT OF DEFAULT...................... 47
</TABLE>

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<TABLE>

         <S>                                                                        <C>
                  2.11.8   LIABILITY AND INDEMNIFICATION OF THE AGENT.............. 47

                  2.11.9   GENERAL PROVISIONS...................................... 50

         2.12     ASSUMPTIONS REGARDING NOTICES.................................... 51

                  2.12.1   AUTHORIZED EMPLOYEES.................................... 51

                  2.12.2   NO LIABILITY............................................ 52

                  2.12.3   NOTICE IRREVOCABLE...................................... 52

         2.13     COMPUTATIONS, FEES, PAYMENTS, ETC................................ 52

                  2.13.1   COMPUTATIONS............................................ 52

                  2.13.2   FEES.................................................... 52

                  2.13.3   PAYMENTS................................................ 54

                  2.13.4   CHARGE TO ACCOUNTS...................................... 55

                  2.13.5   FAILURE TO MAKE PAYMENTS BY COMPANY..................... 55

         2.14     TAXES............................................................ 55

         2.15     ADDITIONAL COSTS................................................. 56

                  2.15.1   TAXES, RESERVE REQUIREMENTS, ETC........................ 56

                  2.15.2   CAPITAL ADEQUACY........................................ 57

                  2.15.3   CERTIFICATE OF LENDER................................... 57

         2.16     INABILITY TO DETERMINE RATE; INADEQUACY OF PRICING; ILLEGALITY... 58

                  2.16.1   RATE INABILITY; PRICING INADEQUACY...................... 58

                  2.16.2   ILLEGALITY; TERMINATION OF COMMITMENTS.................. 58

         2.17     OBLIGATION TO INDEMNIFY.......................................... 58

                  2.17.1   EVENTS.................................................. 58

                  2.17.2   STATEMENT............................................... 59

                  2.17.3   SURVIVAL................................................ 59

         2.18     USE OF PROCEEDS.................................................. 59
</TABLE>

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<TABLE>

<S>                                                                                 <C>
3.       [RESERVED]................................................................ 60

4.       BOND REDEMPTION........................................................... 60

         4.1      COMPANY BOND REDEMPTION.......................................... 60

         4.2      MCC-BATAVIA BOND REDEMPTION...................................... 60

5.       COLLATERAL................................................................ 60

6.       SECURITY AND SUBROGATION UNDER INDENTURE.................................. 61

         6.1      SECURITY......................................................... 61

         6.2      PLEDGE OF RIGHTS TO CERTAIN FUNDS AND INVESTMENTS................ 61

         6.3      PLEDGED BONDS.................................................... 61

                  6.3.1    PLEDGE.................................................. 61

                  6.3.2    PLEDGED BOND PAYMENTS................................... 62

                  6.3.3    RELEASE OF PLEDGED BONDS................................ 62

                  6.3.4    LIABILITY OF AGENT...................................... 63

                  6.3.5    REPRESENTATIONS; RIGHTS AND REMEDIES.................... 63

7.       CONDITIONS PRECEDENT...................................................... 63

         7.1      INITIAL ADVANCES................................................. 63

                  7.1.1    LOAN DOCUMENTS.......................................... 63

                  7.1.2    OPINION LETTERS......................................... 63

                  7.1.3    RESOLUTIONS............................................. 63

                  7.1.4    GOOD STANDING........................................... 64

                  7.1.5    DESIGNATION OF AUTHORIZED EMPLOYEES OF COMPANY.......... 64

                  7.1.6    INSURANCE............................................... 64

                  7.1.7    FULL SYNDICATION........................................ 64

                  7.1.8    UCC SEARCHES............................................ 64

                  7.1.9    CONSENTS................................................ 64
</TABLE>

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<TABLE>

<S>                                                                                 <C>
                  7.1.10   FEES.................................................... 64

                  7.1.11   NO DEFAULT.............................................. 64

                  7.1.12   REPRESENTATIONS AND WARRANTIES.......................... 64

                  7.1.13   DOCUMENTATION AND PROCEEDINGS........................... 64

                  7.1.14   OTHER DOCUMENTS......................................... 65

                  7.1.15   OTHER CONDITIONS........................................ 65

         7.2      EACH ADVANCE..................................................... 65

                  7.2.1    NO DEFAULTS............................................. 65

                  7.2.2    ACCURACY................................................ 65

                  7.2.3    NOTICES................................................. 65

                  7.2.4    OTHER DOCUMENTS......................................... 65

         7.3      REPRESENTATIONS.................................................. 65

8.       REPRESENTATIONS AND WARRANTIES............................................ 65

         8.1      ORGANIZATION..................................................... 65

         8.2      LATEST FINANCIALS................................................ 66

         8.3      RECENT ADVERSE CHANGES........................................... 66

         8.4      RECENT ACTIONS................................................... 66

         8.5      TITLE............................................................ 66

         8.6      LITIGATION, ETC.................................................. 66

         8.7      TAXES............................................................ 67

         8.8      AUTHORITY........................................................ 67

         8.9      OTHER DEFAULTS................................................... 67

         8.10     CONFLICTS........................................................ 67

         8.11     PATENTS, LICENSES................................................ 68

         8.12     ERISA............................................................ 68
</TABLE>

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<S>                                                                                 <C>
         8.13     ENVIRONMENTAL MATTERS............................................ 68

         8.14     INVESTMENT COMPANY ACT........................................... 69

         8.15     GOVERNMENTAL CONSENTS............................................ 69

         8.16     DISCLOSURE....................................................... 70

         8.17     REGISTERED OFFICE................................................ 70

         8.18     SUBSIDIARIES..................................................... 70

         8.19     MARGIN STOCK..................................................... 70

         8.20     STATUS OF PLEDGED COLLATERAL..................................... 70

         8.21     SENIOR DEBT STATUS............................................... 71

9.       AFFIRMATIVE COVENANTS..................................................... 71

         9.1      [RESERVED]....................................................... 71

         9.2      BOOKS AND RECORDS; ACCESS........................................ 71

         9.3      MONTHLY STATEMENTS............................................... 71

         9.4      [RESERVED]....................................................... 72

         9.5      AUDITS........................................................... 72

         9.6      ANNUAL STATEMENTS................................................ 72

         9.7      AUDITOR'S LETTERS................................................ 72

         9.8      ANNUAL BUDGETS, FORECASTS AND COMPARISONS........................ 72

         9.9      NOTICES OF DEFAULT............................................... 73

         9.10     PAYMENT OF CHARGES............................................... 73

         9.11     EXISTENCE; OPERATIONS............................................ 73

         9.12     INSURANCE........................................................ 73

         9.13     COMPLIANCE WITH LAWS............................................. 74

         9.14     ENVIRONMENTAL VIOLATIONS......................................... 74

         9.15     ENVIRONMENTAL AUDIT AND OTHER ENVIRONMENTAL INFORMATION.......... 74
</TABLE>

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<TABLE>

<S>                                                                                 <C>
         9.16     BUSINESS NAMES AND LOCATIONS..................................... 75

         9.17     ACCOUNTS......................................................... 75

         9.18     ERISA COMPLIANCE................................................. 75

         9.19     FURTHER ASSURANCES............................................... 76

         9.20     COMPLIANCE WITH AGREEMENTS....................................... 76

10.      NEGATIVE COVENANTS........................................................ 76

         10.1     DEBT............................................................. 76

         10.2     LEASES........................................................... 76

         10.3     LIENS............................................................ 77

         10.4     LEVERAGE RATIO................................................... 77

         10.5     FIXED CHARGE COVERAGE RATIO...................................... 77

         10.6     TANGIBLE NET WORTH............................................... 77

         10.7     GUARANTEES....................................................... 77

         10.8     CORPORATE CHANGES................................................ 77

         10.9     REDEMPTIONS...................................................... 77

         10.10    DIVIDENDS........................................................ 78

         10.11    INVESTMENTS, LOANS AND ADVANCES.................................. 78

         10.12    MERGER OR SALE OF ASSETS......................................... 78

         10.13    ACQUISITIONS..................................................... 78

         10.14    TRANSFER OF COLLATERAL........................................... 78

         10.15    SALE AND LEASEBACK............................................... 79

         10.16    LINE OF BUSINESS................................................. 79

         10.17    WAIVERS.......................................................... 79

         10.18    PAYMENTS TO SHAREHOLDERS AND AFFILIATES.......................... 79

         10.19    TRANSACTIONS WITH AFFILIATES..................................... 79
</TABLE>

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<TABLE>

<S>                                                                                 <C>
         10.20    POST-CLOSING MATTERS............................................. 79

         10.21    BOND DOCUMENTS................................................... 79

         10.22    LIMITATION ON OPTIONAL CALLS..................................... 80

         10.23    EXCESS BORROWING................................................. 80

11.      EVENTS OF DEFAULT......................................................... 80

         11.1     PAYMENT.......................................................... 80

         11.2     BOND DOCUMENTS................................................... 80

         11.3     COVENANTS........................................................ 80

         11.4     REPRESENTATIONS AND WARRANTIES................................... 80

         11.5     OBLIGATIONS...................................................... 80

         11.6     EXECUTION, ATTACHMENT, ETC....................................... 81

         11.7     LOSS, THEFT OR SUBSTANTIAL DAMAGE TO THE COLLATERAL.............. 81

         11.8     JUDGMENTS........................................................ 81

         11.9     BANKRUPTCY, ETC.................................................. 81

         11.10    IMPAIRMENT OF SECURITY........................................... 81

         11.11    OTHER INDEBTEDNESS............................................... 82

         11.12    AMENDMENT........................................................ 82

         11.13    CHANGE OF CONTROL................................................ 82

12.      INTERCREDITOR LIEN AND PAYMENT PROVISIONS................................. 84

         12.1     LIEN PRIORITY.................................................... 84

         12.2     PARTICIPATION IN LETTERS OF CREDIT............................... 84

         12.3     SHARING OF PAYMENTS, ETC......................................... 85

         12.4     RECEIPT OF PAYMENTS BY LENDERS................................... 86

         12.5     DISTRIBUTIONS, ETC............................................... 86

         12.6     BENEFIT.......................................................... 87
</TABLE>

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<TABLE>

<S>                                                                                <C>
13.      REPRESENTATIONS AND WARRANTIES TO SURVIVE................................  87

14.      ENVIRONMENTAL INDEMNIFICATION............................................  87

15.      THE AGENT................................................................  88

         15.1     AUTHORIZATION AND ACTION........................................  88

         15.2     AGENT'S RELIANCE, ETC...........................................  88

         15.3     THE AGENT AND ITS AFFILIATES....................................  89

         15.4     LENDER CREDIT DECISION..........................................  89

         15.5     INDEMNIFICATION.................................................  90

         15.6     SUCCESSOR AGENT.................................................  90

         15.7     RELATIONS AMONG LENDERS.........................................  91

         15.8     BENEFIT.........................................................  91

16.      GENERAL  ................................................................  91

         16.1     WAIVER..........................................................  91

         16.2     NOTICES.........................................................  92

         16.3     SUCCESSORS AND ASSIGNS..........................................  93

         16.4     MODIFICATIONS...................................................  96

         16.5     ILLEGALITY......................................................  96

         16.6     GENDER, ETC.....................................................  97

         16.7     HEADINGS........................................................  97

         16.8     PURPOSE.........................................................  97

         16.9     RATIFICATION....................................................  97

         16.10    CLAIMS AND RELEASE OF CLAIMS....................................  97

         16.11    EXECUTION IN COUNTERPARTS.......................................  98

         16.12    REMEDIES CUMULATIVE.............................................  98

         16.13    COSTS, EXPENSES AND LEGAL FEES..................................  98
</TABLE>

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<TABLE>

         <S>                                                                       <C>
         16.14    INDEMNITY.......................................................  99

         16.15    CONTINUING AGREEMENT............................................  99

         16.16    COMPLETE AGREEMENT..............................................  99

         16.17    NO THIRD PARTY BENEFICIARIES.................................... 100

         16.18    NO PARTNERSHIP OR JOINT VENTURE................................. 100

         16.19    GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL............ 100
</TABLE>

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                                LIST OF EXHIBITS

EXHIBIT A                  List of Lenders, Addresses and Commitments

EXHIBIT B                  Disclosure Schedule

EXHIBIT C                  Substituted Revolving Credit Notes

EXHIBIT D                  Notice of Borrowing

EXHIBIT E                  Notice of Continuation

EXHIBIT F                  Notice of Conversion

EXHIBIT G                  [Reserved]

EXHIBIT H                  Swingline Note

EXHIBIT I                  Compliance Certificate

EXHIBIT J                  Term Note

                                      -xii-

<PAGE>

                           FIFTH AMENDED AND RESTATED
                  CREDIT, REIMBURSEMENT AND SECURITY AGREEMENT

     MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"), the
Subsidiaries (as defined herein) of the Company, the Lenders (as defined
herein), PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"),
and PNC CAPITAL MARKETS, INC., as Lead Arranger, hereby agree as follows:

                                    RECITALS:

A.   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.

B.   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 Bank, PLC,
     New York Branch ("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. As of
     the Closing Date, the exposure under the Scottsburg Letter of Credit is
     $2,569,794.

C.   Scottsburg has issued its Variable Rate Demand Industrial Development
     Revenue Bonds, Series 1997 (Multi-Color Corporation Project), in the
     principal amount of $3,000,000 (the "1997 Scottsburg Bonds") under a Trust
     Indenture dated as of April 1, 1997 (the "1997 Scottsburg Indenture")
     between Scottsburg and the Trustee.

D.   In order to facilitate the issuance and sale of the 1997 Scottsburg Bonds
     and to enhance the marketability of the 1997 Scottsburg Bonds and thereby
     achieve interest cost savings and other savings to the Company, the Agent
     issued its irrevocable letter of credit (the "1997 Scottsburg Letter of
     Credit") to the Trustee, for the account of the Company, authorizing the
     Trustee to make one or more draws on the Agent up to an aggregate of
     $3,049,316 (the "1997 Scottsburg Letter of Credit Amount") as set forth in
     the 1997 Scottsburg Letter of Credit.

E.   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

                                       -1-


<PAGE>


     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 (the "Scottsburg
     Alternate Letter of Credit Amount"), 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. As of
     the Closing Date, the exposure under the Scottsburg Alternate Letter of
     Credit is $3,681,187.

F.   The County of Clermont, Ohio has issued its Multi-Mode Variable Rate
     Industrial Development Revenue Bonds, Series 1997 (Buriot International,
     Inc. Project), in the principal amount of $7,000,000 (the "MCC-Batavia
     Bonds") under a Trust Indenture dated as of June 1, 1997 (the "MCC-Batavia
     Indenture") between the County of Clermont, Ohio and the Trustee. Pursuant
     to an Assumption Agreement dated as of December 13, 1999 between
     MCC-Batavia and Leonard Z. Eppel, Receiver of Buriot International, Inc.,
     MCC-Batavia assumed and agreed to pay and discharge all of the duties and
     obligations of Buriot International, Inc. under the Bond Documents (as
     defined in the MCC-Batavia Indenture).

G.   In order to facilitate the issuance and sale of the MCC-Batavia Bonds and
     to enhance the marketability of the MCC-Batavia Bonds and thereby achieve
     interest cost savings and other savings to the Company, the Agent, at the
     request of MCC-Batavia, issued an alternate letter of credit (the
     "MCC-Batavia Alternate Letter of Credit") to the Trustee, for the account
     of MCC-Batavia, authorizing the Trustee to make one or more draws on the
     Agent up to an aggregate of $6,258,083 (the "MCC-Batavia Letter of Credit
     Amount") as set forth in the MCC-Batavia Letter of Credit. As of the
     Closing Date, the exposure under the MCC-Batavia Alternate Letter of Credit
     is $4,815,890.

H.   The Company has requested that the Lenders extend a $6,000,000 revolving
     credit facility to the Company.

I.   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.

J.   The Company has requested that PNC Bank, National Association, as Lender,
     extend a Swingline credit facility to the Company to be included as a
     $1,000,000 sub-limit to the revolving credit facility.

K.   The Company has requested that the Lenders extend a $15,000,000
     non-revolving credit facility to the Company for acquisition purposes.

L.   The Company has requested that the Lenders extend a $4,680,000 term loan to
     the Company.

                                       -2-

<PAGE>

M.   The Agent and the Lenders are willing to issue the above-referenced letter
     of credit facilities and to make available the above-referenced credit
     facilities on the terms and conditions hereinafter set forth.

1.   DEFINITIONS.

     1.1    DEFINED TERMS. In this 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                          Scottsburg

            Barclays                       Scottsburg Alternate Letter of Credit
            Company                        Scottsburg Alternate Letter of Credit
                                            Amount

            MCC-Batavia                    Scottsburg Indenture
            MCC-Batavia Alternate Letter

             of Credit                     Scottsburg Letter of Credit
            MCC-Batavia Bonds
            MCC-Batavia Indenture
            MCC-Batavia Letter of Credit

             Amount

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

            1.1.1       "Acquisition" will mean the acquisition by any Person of
                        (a) all or substantially all of the capital stock or
                        other equity interests of another Person, (b) all or
                        substantially all of the assets of another Person or (c)
                        all or substantially all of a line of business of
                        another Person, in each case whether or not involving a
                        merger or consolidation with such other Person.

            1.1.2       "Adjusted EBITDA" will mean, for any period, with
                        respect to the Company and its Subsidiaries on a
                        consolidated basis, the sum of (a) operating income
                        before interest expenses and tax expenses calculated in
                        accordance with GAAP for such period (excluding the
                        effect of any extraordinary or other non-recurring gains
                        or losses (including any gain or loss from the sale of
                        property)) plus (b) an amount which in the determination
                        of operating income for such period has been deducted
                        for (i) depreciation and amortization for such period
                        and (ii) non-recurring fees and expenses incurred in
                        connection with the closing of this Credit Agreement.
                        From and after the closing of any Permitted Acquisition,
                        the historical EBITDA of the subject of such Permitted
                        Acquisition, as reasonably adjusted by Agent in its sole
                        discretion, will be included in the calculation of
                        Adjusted EBITDA for purposes of this definition.

            1.1.3       "Advance" or "Advances" will mean Revolving Credit
                        Loans, Non-Revolving Credit Loans or Swingline Loans, as
                        the case may be, as well as the Term Loan.

                                       -3-

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            1.1.4       "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.

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

            1.1.6       "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: Corporate Banking, or such other
                        account maintained by the Agent and designated by the
                        Agent in a written notice to the Lenders and the
                        Company.

            1.1.7       "Aggregate Outstanding Revolving Credit" will mean an
                        amount equal to the sum of (i) the aggregate unpaid
                        principal amount of all Revolving Credit Loans, (ii) the
                        stated amount of all Standby Letters of Credit and (iii)
                        the aggregate unpaid principal amount of all Swingline
                        Loans.

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

            1.1.9       "Alternate Letter of Credit" will mean the Scottsburg
                        Alternate Letter of Credit and the MCC-Batavia Alternate
                        Letter of Credit, collectively and individually as the
                        context requires.

            1.1.10      "Amortization Commencement Date" will mean, with respect
                        to a particular Advance under the Non-Revolving Credit
                        Facility, the date ninety (90) days after the date of
                        such Advance.

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

                                       -4-

<PAGE>

            1.1.12      "Applicable Margin" will mean:

                        a. As to any Base Rate Advance:
                                                                      APPLICABLE

                        LEVERAGE RATIO                                 MARGIN
                        --------------                              -----------
                          Less than or equal to 2.0x                       0.00%

                        Greater than 2.0x but less
                         than or equal to 2.5x                             0.00%

                        Greater than 2.5x but less
                         than or equal to 3.0x                             0.00%

                        Greater than 3.0x                                  0.00%

                        b. As to any Eurodollar Rate Advance:

                                                                      APPLICABLE

                        LEVERAGE RATIO                                 MARGIN
                        --------------                              -----------

                          Less than or equal to 2.0x                       1.25%

                        Greater than 2.0x but less
                         than or equal to 2.5x                             1.50%

                        Greater than 2.5x but less
                          than or equal to 3.0x                            1.75%

                        Greater than 3.0x                                  2.00%

            1.1.13      "Assignment and Acceptance" will mean a form
                        substantially in the form delivered to each Lender in
                        connection with the Closing to transfer interests in its
                        Loans.

            1.1.14      "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.

            1.1.15      "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,
                        Swingline Loans and Non-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).

            1.1.16      "Bank Interest Rate" will mean, at any time that sums
                        are due and payable to the Agent under Section 2.10.5,
                        below, the Prime Rate plus three percent (3%) per annum.

            1.1.17      "Base Rate" will mean the higher of (i) the Prime Rate
                        or (ii) 1/2% per annum in excess of the Federal Funds
                        Rate.

                                       -5-

<PAGE>

            1.1.18      "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.

            1.1.19      "Bond Counsel" will mean Taft, Stettinius & Hollister
                        LLP as to the Scottsburg Bonds and Peck, Shaffer &
                        Williams, L.L.P. as to the 1997 Scottsburg Bonds and the
                        MCC-Batavia Bonds.

            1.1.20      "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.

            1.1.21      "Bonds" will mean the Scottsburg Bonds, 1997 Scottsburg
                        Bonds and MCC-Batavia Bonds, collectively and
                        individually as the context requires.

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

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

            1.1.24      "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.

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

            1.1.26      "Closing Date" will mean the date on which this Credit
                        Agreement and the related 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 Credit
                        Agreement or the Security Documents or now or in the
                        future securing any of the Obligations.

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

                                       -6-

<PAGE>

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

            1.1.31      "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).

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

            1.1.33      "Credit Agreement" will mean this Fifth 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.

            1.1.34      "Credit Facilities" will mean the Revolving Credit
                        Facility, the Non-Revolving Credit Facility, the
                        Swingline Subfacility, the Term Loan and the Letter of
                        Credit Facilities, as described in Section 2, below.

            1.1.35      "Date of Issuance" will mean the respective dates the
                        Scottsburg Alternate Letter of Credit, the 1997
                        Scottsburg Letter of Credit or the MCC-Batavia Alternate
                        Letter of Credit were issued and delivered to the
                        Trustee, as the context requires.

            1.1.36      "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.

            1.1.37      "Default Rate" will mean two percent (2%) per annum plus
                        the Base Rate in effect from time to time while an Event
                        of Default exists, but not more than the highest rate
                        permitted by applicable law.

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

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

            1.1.40      "EBITDA" will mean operating income (or loss) before
                        interest expenses, tax expenses, depreciation and
                        amortization expenses.

            1.1.41      "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
                        rated A-2 or higher by Standard

                                       -7-

<PAGE>

                        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.

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

            1.1.43      "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.

            1.1.44      "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.

            1.1.45      "Eurodollar Rate" will mean, with respect to any
                        Eurodollar Rate Advance and its related Interest Period,
                        the interest rate per annum equal to the rate per annum
                        (rounded upwards, if necessary, to the nearest 1/100 of
                        1%), determined by the Agent by dividing (a) the rate of
                        interest determined by the Agent in accordance with its
                        usual procedures (which determination shall be
                        conclusive absent manifest error) to be the average of
                        the London interbank offered rate for U.S. Dollars
                        quoted by the British Bankers' Association as set forth
                        on Dow Jones Markets Service (formerly known as
                        Telerate) display page 3750 (or appropriate successor
                        or, if the British Bankers' Association or its successor
                        ceases to provide such quotes, a comparable replacement
                        determined by the Agent) two Business Days before the
                        first day of such Interest Period for an amount
                        comparable to such Eurodollar Rate Advance by (b) a
                        number equal to 1.00 minus the Eurodollar Rate Reserve
                        Percentage for such Interest Period. The Eurodollar Rate
                        may also be expressed by the following formula:

                         Eurodollar = Average of London interbank offered rate
                         Rate         on Dow Jones Markets Service
                                      display page 3750 as quoted by British
                                      Banker's Association or appropriate
                                      successor

                                      ------------------------------------------
                                      1.00 - Eurodollar Rate Reserve Percentage

                                       -8-

<PAGE>

                        The Eurodollar Rate will be adjusted with respect to any
                        Eurodollar Rate Advance outstanding on the effective
                        date of any change in the Eurodollar Rate Reserve
                        Percentage as of such effective date. The Agent shall
                        give prompt notice to the Company of the Eurodollar Rate
                        as determined or adjusted in accordance herewith, which
                        determination shall be conclusive absent manifest error.

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

            1.1.47      "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 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
                        rate on Eurodollar Rate Advances is determined) having a
                        term equal to the term of the relevant Eurodollar Rate
                        Advance.

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

            1.1.49      "Excess Cash Flow" will mean, for any Fiscal Year, the
                        difference (if positive) between Adjusted EBITDA and
                        Fixed Charges of the Company and its Subsidiaries for
                        such Fiscal Year.

            1.1.50      "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.

                                       -9-

<PAGE>

            1.1.51      "Fiscal Quarter" means each three (3) month fiscal
                        period of the Company and its Subsidiaries.

            1.1.52      "Fiscal Year" means each annual fiscal period of the
                        Company and its Subsidiaries ending on or about March
                        31.

            1.1.53      "Fixed Charge Coverage Ratio" will mean for the Company
                        and its Subsidiaries on a consolidated basis the ratio
                        of Adjusted EBITDA to Fixed Charges.

            1.1.54      "Fixed Charges" will mean for any period of
                        determination the sum of interest expense, scheduled
                        principal payments on long-term debt, scheduled payments
                        under capital leases, income taxes paid, dividends and
                        distributions to shareholders, and Unfunded Capital
                        Expenditures, in each case of the Company and its
                        Subsidiaries for such period determined and consolidated
                        in accordance with GAAP.

            1.1.55      "GAAP" will mean generally accepted accounting
                        principles.

            1.1.56      "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.

            1.1.57      "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").

            1.1.58      "Hedging Agreements" will mean, collectively, any
                        International Swaps and Derivatives Association Master
                        Agreement ("Master Agreement") between or among the
                        Company and any Lender, or any Affiliate of the Company
                        or any Lender, and including each Transaction (as such
                        term is defined in the Master Agreement), as confirmed
                        in the applicable confirmation of each such Transaction;
                        and any obligation of the Company or any of its
                        Subsidiaries to any Lender or any Affiliate of any
                        Lender under any other interest rate swap, cap, collar,
                        floor, option, forward, or other type of

                                      -10-

<PAGE>

                        interest rate protection, foreign exchange or derivative
                        transaction agreement.

            1.1.59      "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, excluding, however, all accounts payable
                        and accrued liabilities incurred in the ordinary course
                        of business; (b) all obligations for borrowed money
                        (whether considered short-term or long-term); (c) all
                        obligations evidenced by notes, bonds, debentures or
                        similar instruments, or upon which interest payments are
                        customarily made; (d) all guarantees, reimbursement,
                        payment or similar obligations, absolute, contingent or
                        otherwise, under acceptance, letter of credit or similar
                        facilities; (e) 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; (f) the principal portion of all
                        obligations of such Person under any synthetic lease,
                        off-balance sheet loan or similar off-balance sheet
                        financing product of such Person where such transaction
                        is considered borrowed money indebtedness for tax
                        purposes but is classified as an operating lease in
                        accordance with GAAP; (g) all net obligations of such
                        Person in respect of Hedging Agreements, (h) the maximum
                        amount of all performance and standby letters of credit
                        issued or bankers' acceptances facilities created for
                        the account of such Person and, without duplication, all
                        drafts drawn thereunder (to the extent unreimbursed),
                        and (i) the aggregate amount of uncollected accounts
                        receivable of such Person subject at such time to a sale
                        of receivables (or similar transaction) regardless of
                        whether such transaction is effected without recourse to
                        such Person or in a manner that would not be reflected
                        on the balance sheet of such Person in accordance with
                        GAAP. The Indebtedness of any Person shall include the
                        Indebtedness of any partnership or unincorporated joint
                        venture in which such Person is legally obligated.

            1.1.60      "Indenture" will mean the Scottsburg Indenture, the 1997
                        Scottsburg Indenture and the MCC-Batavia Indenture,
                        collectively and individually as the context requires.

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

            1.1.62      "Interest Period" will mean, with respect to any (a)
                        Base Rate Advance, a period commencing on the Borrowing
                        Date or

                                      -11-

<PAGE>

                        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 one (1) month, two (2) months, three (3) months
                        or six (6) months 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;

                        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; and

                        e.    no more than nine (9) different Interest Periods
                              may be outstanding at any one time.

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

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

            1.1.65      "Issuer" will mean Clermont County, Ohio and Scottsburg,
                        Indiana, individually or collectively as applicable.

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

            1.1.67      "Lead Arranger" will mean PNC Capital Markets, Inc.

                                      -12-

<PAGE>

            1.1.68      "Lender" will mean any of the Persons identified as a
                        "Lender" on the signature pages hereto, and any assignee
                        which may become a Lender by way of assignment in
                        accordance with the terms hereof, together with their
                        successors and permitted assigns.

            1.1.69      "Letter of Credit" or "Letters of Credit" will mean the
                        Scottsburg Alternate Letter of Credit, the 1997
                        Scottsburg Letter of Credit and the MCC-Batavia
                        Alternate Letter of Credit, individually and
                        collectively as the context requires.

            1.1.70      "Letter of Credit Amount" or Letter of Credit Amounts"
                        will mean the Scottsburg Alternate Letter of Credit
                        Amount, the 1997 Scottsburg Letter of Credit Amount, and
                        the MCC-Batavia Letter of Credit Amount, as applicable.

            1.1.71      "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.

            1.1.72      "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.

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

            1.1.74      "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.

            1.1.75      "Leverage Ratio" will mean the ratio of (i) Indebtedness
                        to (ii) Adjusted EBITDA, on a consolidated basis for the
                        Company and its Subsidiaries, calculated as of the end
                        of each Fiscal Quarter for the immediately preceding
                        four Fiscal Quarters.

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

            1.1.77      "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

                                      -13-

<PAGE>

                        Alternate Letter of Credit, and (iii) the date the
                        Liquidity Period is terminated pursuant to Section 11.

            1.1.78      "Loan Documents" will mean this 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,
                        guaranties, notices, certificates and all other written
                        matter now or hereafter executed by or on behalf of the
                        Company or any of its Subsidiaries, and delivered to the
                        Agent or the Lenders in connection with this Credit
                        Agreement, together with all agreements, instruments and
                        documents referred to therein or contemplated thereby.

            1.1.79      "Long Term Rate" will have the meaning ascribed to such
                        term in the Indenture, as applicable.

            1.1.80      "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.

            1.1.81      "Non-Revolving Applicable Margin" will mean:

                        a.    As to any Base Rate Advance:

                                                                   APPLICABLE
                        LEVERAGE RATIO                               MARGIN
                        --------------                             ----------

                        Less than or equal to 2.0x                       0.00%

                        Greater than 2.0x but less
                         than or equal to 2.5x                           0.00%

                        Greater than 2.5x but less
                         than or equal to 3.0x                           0.00%

                        Greater than 3.0x                                0.00%

                        b. As to any Eurodollar Rate Advance:

                                                                   APPLICABLE
                        LEVERAGE RATIO                               MARGIN
                        --------------                             ----------

                        Less than or equal to 2.0x                       1.25%

                        Greater than 2.0x but less
                         than or equal to 2.5x                           1.50%

                        Greater than 2.5x but less
                         than or equal to 3.0x                           1.75%

                        Greater than 3.0x                                2.00%

                                      -14-

<PAGE>

            1.1.82      "Non-Revolving Commitment" will mean, as to any Lender,
                        the dollar amount set forth opposite its name on Exhibit
                        A hereto under the heading Non-Revolving Commitment.

            1.1.83      "Non-Revolving Credit Facility" will mean the Credit
                        Facility described in Section 2.2, below.

            1.1.84      "Non-Revolving Credit Loans" will mean the advances made
                        pursuant to Section 2.2, below."

            1.1.85      "Non-Revolving Credit Notes" will mean the notes
                        evidencing the Non-Revolving Credit Loans made by the
                        Company in favor of the Lender at the time each
                        Non-Revolving Credit Loan is made, and all amendments,
                        extensions and renewals made thereto from time to time."

            1.1.86      "Notes" will mean the Substituted Revolving Credit
                        Notes, the Non-Revolving Credit Notes and the Swingline
                        Note and will include any amendments, extensions and
                        renewals made thereto from time to time.

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

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

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

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

            1.1.91      "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.

            1.1.92      "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 and its Subsidiaries of any kind or nature
                        arising under this Credit Agreement, the Letters of
                        Credit, the Standby Letters of Credit, the Letter of
                        Credit Documents, the Notes, the Hedging Agreements, or
                        any of the Loan Documents, whether or not for the
                        payment of money, whether arising by reason of an
                        extension of credit,

                                      -15-

<PAGE>

                        opening of a letter of credit, loan, equipment lease, or
                        guaranty, whether under any interest or currency swap,
                        future, option or similar agreement, or in any other
                        manner, whether arising out of overdrafts on deposit or
                        other accounts or electronic funds transfers (whether
                        through automated clearing houses or otherwise), 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 reasonable attorneys' fees and expenses,
                        and any other sums chargeable to the Company under any
                        of the Obligations.

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

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

            1.1.95      "Permitted Acquisition" means any Acquisition by the
                        Company or any Subsidiary thereof for consideration no
                        greater than the fair market value of the capital stock
                        (or other equity interest) or property acquired;
                        provided that (a) the property acquired (or the property
                        of the Person acquired) in such Acquisition is located
                        entirely within the continental United States of America
                        and constitutes assets used or useful in the same or a
                        similar line of business as the Company and its
                        Subsidiaries were engaged on the Closing Date (or
                        goodwill associated therewith), (b) the property
                        acquired (or the property of the Person acquired) in
                        such Acquisition becomes part of the Collateral upon the
                        closing of such Acquisition, (c) in the case of an
                        Acquisition of the capital stock or other outstanding
                        equity interest of another Person, such Person shall
                        have delivered to the Agent upon the closing of such
                        Acquisition an unlimited guarantee of the Obligations in
                        form acceptable to the Agent, (d) in the case of an
                        Acquisition of the capital stock or other outstanding
                        equity interest of another Person, the board of
                        directors (or other comparable governing body) of such
                        other Person shall have duly approved such Acquisition,
                        (e) the Company shall have delivered to the Agent, prior
                        to the closing of such Acquisition, a certificate
                        demonstrating that, upon giving effect to such
                        Acquisition, (1) the Company and its Subsidiaries are in
                        compliance with this Credit Agreement, (2) the pro-forma
                        Leverage Ratio is not greater than 2.75 to 1.00, and (3)
                        the amount available for borrowing under the Revolving
                        Credit Facility is at least $3,500,000, and (f) the
                        representations and warranties made by the Company in
                        this Credit Agreement or in any other Loan Document
                        shall be true and correct in all material respects at
                        and as if made as of the date of such Acquisition (after

                                      -16-

<PAGE>

                        giving effect thereto) except to the extent such
                        representations and warranties expressly relate to an
                        earlier date.

            1.1.96      "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.    purchase money liens incurred in the connection
                              with the acquisition of capital assets limited to
                              the specific assets acquired with such financing
                              (subject to the acquisition of such assets and
                              incurrence of such debt being otherwise permitted
                              by the terms of this Credit Agreement);

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

                        f.    liens disclosed on the updated Disclosure
                              Schedule.

            1.1.97      "Permitted Stock Buybacks" has the meaning set forth in
                        Section 10.9 (Redemptions), below.

            1.1.98      "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.

            1.1.99      "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.

                                      -17-

<PAGE>

            1.1.100     "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.

            1.1.101     "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 the 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 Credit Agreement,
                        then in each such event, any rate of interest payable
                        under this 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.

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

            1.1.103     "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.

            1.1.104     "Redemption Draft" will mean a drawing under 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.

            1.1.105     "Register" will mean a listing maintained by the Agent
                        of the names and addresses of the Lenders and their
                        respective Commitments, and of the principal amount
                        owing to each Lender under the Credit Facilities from
                        time to time.

            1.1.106     "Remarketing Agent" will mean the Remarketing Agent
                        under the Indenture, as applicable.

                                      -18-

<PAGE>

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

            1.1.108     "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).

            1.1.109     "Required Lenders" shall mean Lenders whose Commitments
                        aggregate at least two-thirds of the Commitments of all
                        of the Lenders.

            1.1.110     "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.

            1.1.111     "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.

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

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

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

            1.1.115     "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.

            1.1.116     "Senior Debt" will mean the principal amount of all
                        Indebtedness of the Company or its Subsidiaries that is
                        not Subordinated Debt.

            1.1.117     "Solvent" will mean, with respect to any Person as of a
                        particular date, that on such date (a) such Person is
                        able to pay its debts and other liabilities, contingent
                        obligations and other commitments as they mature in the
                        normal course of business, (b) such Person does not
                        intend to, and does not believe that it will, incur
                        debts or liabilities beyond such Person's ability to pay
                        as such debts and liabilities mature in their ordinary
                        course, (c) such Person is not engaged in a business or
                        a transaction, and is not about to engage

                                      -19-

<PAGE>

                        in a business or a transaction, for which such Person's
                        assets would constitute unreasonably small capital after
                        giving due consideration to the prevailing practice in
                        the industry in which such Person is engaged or is about
                        to engage, (d) the fair value of such Person's assets is
                        greater than the total amount of such Person's
                        liabilities, including, without limitation, contingent
                        liabilities and (e) the present fair saleable value of
                        such Person's assets is not less than the amount that
                        will be required to pay the probable liability of such
                        Person on its debts as they become absolute and matured.
                        In computing the amount of contingent liabilities at any
                        time, it is intended that such liabilities will be
                        computed at the amount which, in light of all the facts
                        and circumstances existing at such time, represents the
                        amount that can reasonably be expected to become an
                        actual or matured liability.

            1.1.118     "Standby Letter of Credit" or "Standby Letters of
                        Credit" will mean Standby Letters of Credit issued
                        pursuant to Section 2.11 of this 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.

            1.1.119     "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.

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

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

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

            1.1.123     "Subordinated Debt" will mean any Indebtedness of the
                        Company or its Subsidiaries: (i) which is subordinated
                        to the Lenders pursuant to a subordination agreement or
                        other instrument in form and substance acceptable to the
                        Lenders and (ii) that the Lenders have consented in
                        writing to being incurred by the Company or any of its
                        Subsidiaries in accordance with the terms of this Credit
                        Agreement.

            1.1.124     "Subsidiary" will mean, as to any Person, any
                        corporation, partnership, trust or other entity of which
                        fifty percent (50%) or more of the stock (or equivalent
                        ownership or controlling interest)

                                      -20-

<PAGE>

                        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.

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

            1.1.126     "Swingline Commitment" will mean the credit facility in
                        an amount not to exceed $1,000,000 from PNC Bank,
                        National Association, as such amount may be reduced from
                        time to time pursuant to Section 2.8, below, evidenced
                        by the Swingline Note.

            1.1.127     "Swingline Conditions" will mean the conditions
                        specified in Section 2.2A, below.

            1.1.128     "Swingline Documents" will mean the Swingline Note and
                        all riders, trust agreements and other documents
                        relating to money management services provided by PNC
                        Bank to the Company executed in connection with the
                        Swingline Note.

            1.1.129     "Swingline Subfacility" will mean the Credit Facility
                        described in Section 2.2A, below.

            1.1.130     "Swingline Loan(s)" will mean the advances made pursuant
                        to Section 2.2A below.

            1.1.131     "Swingline Note" will mean the promissory note
                        evidencing the Swingline Loan(s), which shall be in the
                        form attached hereto as Exhibit H, and will include all
                        amendments, extensions and renewals made thereto from
                        time to time.

            1.1.132     "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

                                      -21-

<PAGE>

                        similar nature and goodwill 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
                        Tangible Net Worth, FASB 87 pension adjustments after
                        Fiscal Year end 1994 will be excluded. Tangible Net
                        Worth will not be increased by any conversion of shares
                        or other changes in any of the capital accounts that do
                        not result in a cash equity infusion to the Company.

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

            1.1.134     "Tender Agent" will mean the Tender Agent under the
                        Indenture, as applicable.

            1.1.135     "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.

            1.1.136     "Term Loan" will mean the Advances made pursuant to
                        Section 2.2B of this Credit Agreement.

            1.1.137     "Termination Date" will mean July 31, 2005; 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.

            1.1.138     "Total Revolving Commitment" will mean the aggregate of
                        the Revolving Commitment and the Non-Revolving
                        Commitment.

            1.1.139     "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.

            1.1.140     "Trustee" shall mean the Trustee under the Indenture, as
                        applicable.

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

            1.1.142     "Unfunded Capital Expenditures" shall mean any capital
                        expenditures utilizing funds other than funds borrowed
                        from the Lenders hereunder.

                                      -22-

<PAGE>

            1.1.143     "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. on the date of
                        purchase thereof pursuant to such tender.

            1.1.144     "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, 2002, 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
            results in a change in the calculations of any financial covenants
            or restriction set forth in this 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 resolution 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, 2002 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 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 Credit
            Agreement will mean this Credit Agreement as a whole and not any
            particular provision of this 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

                                      -23-

<PAGE>

                        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; and

                        b.    no Default or 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.

            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 the Termination Date. 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. The failure of the Lenders to
                        respond to such request within thirty (30) days after
                        receipt of such notice shall be deemed to be a denial of
                        the request.

     2.2    NON-REVOLVING CREDIT FACILITY.

            2.2.1       Each Lender severally agrees to make, subject to the
                        terms and conditions herein set forth, Non-Revolving
                        Credit Loans to the Company on any Business Day during
                        the period from the Closing Date to July 11, 2003 upon
                        the request of the Company in an amount not to exceed
                        $15,000,000 in the aggregate; provided that:

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

                        b.    no Default or Event of Default exists.

            2.2.2       Within the above-described limits, the Company may
                        borrow and repay advances under this Section 2.2 but the
                        Non-Revolving

                                      -24-

<PAGE>

                        Credit Facility is not a revolving credit facility and
                        amounts borrowed and repaid may not be reborrowed. The
                        Lenders will have no obligation to make any advances
                        under the Non-Revolving Credit Facility on or after July
                        11, 2003.

            2.2.3       Unless otherwise agreed in a Non-Revolving Credit Note,
                        on the earlier of (i) July 11, 2003 or (ii) the date 90
                        days after the date of the applicable Non-Revolving
                        Credit Loan, the amount of such Non-Revolving Credit
                        Loan will be converted to a term loan payable as
                        provided in the Non-Revolving Credit Notes and in this
                        Credit Agreement.

            2.2.4       The Non-Revolving Credit Loans will be evidenced by the
                        Non-Revolving Credit Notes and will bear interest and be
                        payable in the manner set forth herein and therein. All
                        Advances under the Non-Revolving Credit Facility will be
                        due and payable on the Termination Date.

     2.2A   SWINGLINE LOANS SUBFACILITY.

            2.2A.1      PNC Bank, National Association ("PNC Bank") hereby
                        agrees, on the terms and subject to the conditions set
                        forth herein and in the other Loan Documents and the
                        Swingline Documents, to make loans to the Company, in
                        Dollars, at any time and from time to time during the
                        period from and including the Closing Date to but not
                        including the Termination Date (each such loan, a
                        "Swingline Loan" and collectively, the "Swingline
                        Loans"); provided that (i) the aggregate principal
                        amount of the Swingline Loans outstanding at any one
                        time shall not exceed the Swingline Commitment, (ii) the
                        aggregate amount of Swingline Loans outstanding plus the
                        aggregate amount of Revolving Credit Loans outstanding
                        plus the stated amount of all Standby Letters of Credit
                        shall not exceed the Revolving Commitment and (iii)
                        Swingline Loans shall accrue interest at the interest
                        rate(s) set forth in the Swingline Documents. Prior to
                        the Termination Date, Swingline Loans may be repaid and
                        reborrowed by the Company in accordance with the
                        provisions of this Credit Agreement and the Swingline
                        Documents.

            2.2A.2      The Company agrees to repay all Swingline Loans within
                        one Business Day of demand therefor by PNC Bank. Each
                        repayment of a Swingline Loan may be accomplished by
                        requesting Revolving Loans which request is not subject
                        to the conditions set forth in Section 7.2 hereof. If
                        the Company shall fail to timely repay any Swingline
                        Loan, and in any event upon (i) a request by PNC Bank,
                        (ii) the occurrence of an Event of Default or (iii) the
                        acceleration of any Obligations or termination of any
                        Commitment

                                      -25-

<PAGE>


          pursuant to Section 11, each other Lender shall irrevocably and
          unconditionally purchase from PNC Bank, without recourse or warranty,
          an undivided interest and participation in such Swingline Loan in an
          amount equal to such other Lender's Ratable Portion thereof, by
          directly purchasing a participation in such Swingline Loan in such
          amount (regardless of (A) whether the conditions precedent thereto set
          forth in Section 7 hereof are then satisfied, (B) whether or not the
          Company has submitted a Notice of Borrowing and whether or not the
          Commitments are then in effect, (C) whether any Event of Default
          exists or (D) whether all the Obligations have been accelerated) and
          paying the proceeds thereof to PNC Bank at such address as PNC Bank
          may designate, in Dollars and in immediately available funds. If such
          amount is not in fact made available to PNC Bank by any Lender, PNC
          Bank shall be entitled to recover such amount on demand from such
          Lender, together with accrued interest thereon for each day from the
          date of demand thereof, if paid within two Business Days after demand
          at the Federal Funds Rate and thereafter at the Base Rate. If such
          Lender does not pay such amount forthwith upon PNC Bank's demand
          therefor, and until such time as such Lender makes the required
          payment, PNC Bank shall be deemed to continue to have outstanding
          Swingline Loans in the amount of such unpaid participation obligation
          for all purposes of the Loan Documents other than those provisions
          requiring the other Lenders to purchase a participation therein.
          Further, such Lender shall be deemed to have assigned any and all
          payments made of principal and interest on its Loans, and any other
          amounts due to it hereunder to PNC Bank to fund Swingline Loans in the
          amount of the participation in Swingline Loans that such Lender failed
          to purchase pursuant to this Section 2.2A.2 until such amount has been
          purchased (as a result of such assignment or otherwise).

     2.2A.3 The Swingline Loans shall be evidenced by the Swingline Note and
            Swingline Loans may be subject to PNC Bank's automated money
            management procedures as set forth in the Swingline Note and the
            other Swingline Documents.

2.2B TERM LOAN. The Lenders previously extended a non-revolving credit loan to
     the Company pursuant to Section 2.2 of this Credit Agreement (as in effect
     prior to the date hereof) in the original principal amount of $7,200,000,
     and with an outstanding principal balance on the date hereof equal to
     $4,680,000. Such loan is the Term Loan under this Credit Agreement. Subject
     to acceleration upon the occurrence of an Event of Default or termination
     of this Credit Agreement, the outstanding principal balance of the Term
     Loan will be due and payable in quarterly installments of principal of
     $360,000 each, commencing on July 31, 2002 and continuing on the last
     Business Day of each October, January, April and July thereafter until the
     Termination Date, at which time any remaining

                                      -26-

<PAGE>


     outstanding principal will be due and payable in full. In addition to the
     scheduled principal payments, accrued interest on the Term Loan will be due
     and payable on the interest payment dates set forth in Section 2.7.5
     hereof. The Term Loan shall be evidenced by one or more promissory notes
     (collectively, the "Term Note") in substantially the form attached hereto
     as Exhibit J. The Company and the Lenders intend that all of the Lenders
     shall share the obligations and risks as to the Term Loan in accordance
     with their respective Ratable Portions (based on their Revolving
     Commitments).

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 Facility, 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) three (3) 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 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 under the Revolving Credit Facility and
           the Non-Revolving Credit Facility Eurodollar Rate Advances with
           Interest Periods that end on more than nine (9) 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 1:00
           p.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

                                      -27-

<PAGE>


          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 NON-REVOLVING BORROWINGS. Except as otherwise provided herein, the
           Company will give the Agent a Notice of Borrowing with respect to
           each Borrowing under the Non-Revolving Credit Facility, not later
           than 11:00 a.m. (Cincinnati time) on (a) the Business Day of the
           proposed Borrowing in the case of a Borrowing consisting of Base Rate
           Advances and (b) three (3) 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 Non-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 Non-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 under the Non-
           Revolving Credit Facility and the Revolving Credit Facility
           Eurodollar Rate Advances with Interest Periods that end on more than
           nine (9) 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 1:00 p.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

                                      -28-

<PAGE>


           applicable conditions set forth in Section 7 hereof, the Agent will
           make such funds available to the Company by crediting the Cash
           Collateral Account.

     2.3.3 SWINGLINE BORROWINGS. Borrowings under the Swingline Subfacility will
           be made in accordance with the Swingline Documents.

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 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
           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

                                      -29-

<PAGE>


           Eurodollar Rate Advance under the Revolving Credit Facility or the
           Non-Revolving Credit Facility upon expiration of the applicable
           Interest Period, or may convert any Base Rate Advance under the
           Revolving Credit Facility or the Non-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,
           (c) the Credit Facility under which the Advance to be converted
           originally was made and (d) 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 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 and the Non-Revolving Credit Facility,
           Eurodollar Rate Advances with Interest Periods that end on more than
           nine (9) 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 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

                                      -30-

<PAGE>


           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
           and the Non-Revolving Credit Facility Eurodollar Rate Advances with
           Interest Periods that end on more than nine (9) 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 Credit Agreement,
           or any requested conversion or continuation otherwise fails to
           satisfy the applicable requirements of this 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 CREDIT FACILITIES.

     2.6.1 OPTIONAL PREPAYMENT. Subject to the terms and conditions of this
           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 multiple 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 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.

                                      -31-

<PAGE>


     2.6.2 MANDATORY PREPAYMENT.

          2.6.2.1 In the event that the Aggregate Outstanding Revolving Credit
                  would in whole or in part exceed any applicable Revolving
                  Commitment, whether after giving effect to any reduction or
                  termination of the applicable Total Revolving Commitment or
                  otherwise, the Company shall, within one (1) Business Day,
                  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.

          2.6.2.2 Immediately upon receipt by the Company or any of its
                  Subsidiaries of proceeds (including insurance proceeds) from
                  any disposition of any or all of the assets (including the
                  capital stock) of the Company or any of its Subsidiaries
                  whether by sale, lease, transfer or otherwise (other than (i)
                  sale of inventory in the ordinary course of business, (ii)
                  other dispositions of obsolete, under-utilized or idle assets
                  in the ordinary course of business, and (iii) sales of
                  equipment of up to $300,000 in the aggregate during the term
                  of this Credit Agreement), the Company shall pay an amount
                  equal to 100% of the proceeds of such asset disposition to the
                  Agent as a prepayment of the Term Loan (applied in the inverse
                  order of maturity) until the Term Loan is paid in full and
                  thereafter as a prepayment to the other Obligations (to be
                  applied as reasonably determined by the Agent, including the
                  deposit thereof into a cash collateral account in respect of
                  letter of credit obligations); provided that during the term
                  of this Credit Agreement the Company may use up to $500,000 in
                  the aggregate of proceeds of such asset sales to acquire
                  substitute assets in the ordinary course of business if
                  (i) such substitute assets automatically would become part of
                  acquire Collateral without further action of the Company or
                  any Lender upon the Company's acquisition thereof and (ii)
                  such substitute assets are acquired simultaneously with, or
                  within 120 days after, the Company's receipt of such asset
                  sale proceeds. Mandatory prepayments required hereunder will
                  be reduced by the amount of any voluntary prepayments of the
                  Term Loan.

          2.6.2.3 The Company will pay to the Agent, for the benefit of the
                  Lenders, an amount equal to 50% of Excess Cash Flow within 120
                  days after the end of each Fiscal Year until such time as, and
                  for so long as, the Agent determines that the Leverage Ratio
                  is less than 2.5 to 1.0, which funds when

                                      -32-

<PAGE>


                  received will be applied (in the inverse order of maturity)
                  as a prepayment to the Term Loan.

2.7  INTEREST ON THE ADVANCES.

     2.7.1 INTEREST 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. The Applicable Margin will be adjusted as of the first day of
           the month following delivery of the quarterly financial statements
           required hereunder based upon the Leverage Ratio determined by the
           Agent pursuant to those financial statements; provided that if the
           Company fails to deliver such financial statements as and when
           required by this Credit Agreement the Applicable Margin will
           automatically be increased to the highest rate permitted hereunder.

     2.7.2 INTEREST ON SWINGLINE LOANS. Accrued interest on all Swingline Loans
           will be paid in accordance with the Swingline Documents.

     2.7.3 INTEREST ON NON-REVOLVING CREDIT LOANS AND TERM LOAN. Each
           Non-Revolving Loan and the Term 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 Non-Revolving
           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 Non-
           Revolving Applicable Margin. The Non-Revolving Applicable Margin will
           be adjusted as of the first day of the month following delivery of
           the quarterly financial statements required hereunder based upon the
           Leverage Ratio determined by the Agent pursuant to those financial
           statements; provided that if the Company fails to deliver such
           financial statements as and when required by this Credit Agreement,
           the Non-Revolving Applicable Margin will automatically be increased
           to the highest rate permitted hereunder.

                                      -33-

<PAGE>


     2.7.4 NON-REVOLVING CREDIT LOANS PAYMENT DATES. Unless otherwise agreed in
           a Non-Revolving Credit Note, following the Amortization Commencement
           Date, the principal of the Non-Revolving Credit Loans will be due and
           payable in quarterly installments equal to an amount necessary to
           amortize the Non-Revolving Credit Loans over a period of five (5)
           years (or such longer period as the Lenders may determine in their
           sole discretion), commencing on the first Business Day of the month
           immediately following the Amortization Commencement Date, and
           continuing on the first Business Day of each third month thereafter
           until the Termination Date, at which time any remaining outstanding
           principal will be due. Accrued interest on the Non-Revolving Credit
           Loans will be due and payable on the interest payment dates set forth
           in Section 2.7.5 hereof.

     2.7.5 INTEREST PAYMENT DATES.

          2.7.5.1 Except for interest on Swingline Loans, accrued interest on
                  all Base Rate Advances shall be payable as follows: (i)
                  quarterly on the last Business Day of each June, September,
                  December and March, (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.

          2.7.5.2 Accrued interest on all Eurodollar Rate Advances shall be
                  payable as follows: (i) on the last day of the Interest Period
                  for such Advance (unless the Interest Period for such Advance
                  is in excess of three (3) months, in which event accrued
                  interest also must be paid on the first day of each third
                  month following the commencement of such Interest Period),
                  (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.

     2.7.6 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 applicable cure period for the
           Default in question or to create any

                                      -34-

<PAGE>


           cure period for any default for which this Credit Agreement does not
           specifically provide a cure period.

2.8  TERMINATION OR REDUCTION OF COMMITMENTS BY THE COMPANY. The Company shall
     have the right from time to time to terminate the Standby Letter of Credit
     Commitment, the Swingline Commitment, the Revolving Commitment and/or the
     Non-Revolving Commitment, or reduce the Standby Letter of Credit, the
     Swingline Commitment, the Revolving Commitment and/or the Non-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, Swingline Conditions and/or Revolving Conditions must be
     satisfied. Any optional reduction of the Revolving Commitment or the
     Non-Revolving Commitment shall be in the amount of $1,000,000 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 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

                                      -35-

<PAGE>


            authority of the Agent to issue, to the Trustee pursuant to the
            request of the Company the Scottsburg Alternate Letter of Credit in
            the Scottsburg Alternate Letter of Credit Amount. The Interest
            Portion of the Scottsburg Alternate Letter of Credit Amount has been
            established on the basis of two hundred ten (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 June 1, 2003, 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 any other Letter of Credit.

     2.10.2 [RESERVED].

     2.10.3 ISSUANCE OF 1997 SCOTTSBURG LETTER OF CREDIT. The Company has
            requested the Agent, as agent and for the account of the Lenders, to
            issue the 1997 Scottsburg 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, the
            1997 Scottsburg Letter of Credit in the 1997 Scottsburg Letter of
            Credit Amount. The Interest Portion of the 1997 Scottsburg Letter of
            Credit Amount has been established on the basis of sixty (60) days'
            interest on the 1997 Scottsburg Bonds, at an assumed maximum
            interest rate of 10% per annum. The 1997 Scottsburg Letter of Credit
            shall expire at 5:00 p.m. on June 1, 2003, subject to renewal as
            provided therein. The 1997 Scottsburg Letter of Credit is subject to
            prior automatic termination as provided therein. The payment of all
            drawings honored under the 1997 Scottsburg Letter of Credit will be
            made with the Agent's own funds. Draws under the 1997 Scottsburg
            Letter of Credit are not available to pay any amounts due under any
            other Letter of Credit.

     2.10.4 ISSUANCE OF MCC-BATAVIA ALTERNATE LETTER OF CREDIT. The Company has
            requested the Agent, as agent and for the account of the Lenders, to
            issue the MCC-Batavia 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 at the request of MCC-Batavia, the
            MCC-Batavia Alternate Letter of Credit in the MCC-Batavia Alternate
            Letter of Credit Amount. The Interest Portion of the MCC-Batavia
            Alternate Letter of Credit Amount has

                                      -36-

<PAGE>


            been established on the basis of one hundred ten (110) days'
            interest on the MCC-Batavia Bonds, at an assumed maximum interest
            rate of 10% per annum. The MCC-Batavia Alternate Letter of Credit
            shall expire at 5:00 p.m. on June 1, 2003. The MCC-Batavia Alternate
            Letter of Credit is subject to prior automatic termination as
            provided therein. The payment of all drawings honored under the MCC-
            Batavia Alternate Letter of Credit will be made with the Agent's own
            funds. Draws under the MCC-Batavia Alternate Letter of Credit are
            not available to pay any amounts due under any other Letter of
            Credit.

     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 principal and interest
                   payments on such Bonds. Upon payment in full of

                                      -37-

<PAGE>


                   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 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

                                      -38-

<PAGE>


          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 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 therefor a substitute letter of credit
                        in the form required by such 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
                        Scottsburg Alternate Letter of Credit, 1997 Scottsburg
                        Letter of Credit or MCC-Batavia 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

                                      -39-

<PAGE>
Credit Amount shall,

                        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).

               2.10.6.4 CONFLICTS. In the event of any conflict between any
                        Letter of Credit and this Section 2.10.6, the terms of
                        such Letter of Credit will take precedence and be
                        controlling.

          2.10.7 OBLIGATIONS ABSOLUTE. The obligations of the Company under this
                 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
                 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

                                      -40-

<PAGE>


                 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 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 (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
                 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 Credit Agreement. The obligations of the Company under
                 this Section shall survive the termination of this 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

                                      -41-

<PAGE>

                        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 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
                        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

                                      -42-

<PAGE>

                        exceed the Standby Letter of Credit Commitment; (c) the
                        term of such Standby Letter of Credit does not exceed
                        one year; 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 agreed by the
                        Agent in its discretion, denominated 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 year
                        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 STANDBY 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

                                      -43-

<PAGE>

                        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) 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, and (d)
                        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.

            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). Notwithstanding the
                        foregoing sentence, no Lender shall be required to make
                        such Revolving Loan if the Company is not obligated to
                        pay the applicable Standby Letter of Credit
                        Disbursements due to the Agent's gross negligence or
                        willful misconduct, and each Lender 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

                                      -44-

<PAGE>

                        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 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:

                                      -45-

<PAGE>

                              (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
                                      willful misconduct of the Agent), each
                                      other, or any other Person in connection
                                      with this Credit Agreement or any other
                                      agreement or transaction;

                              (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 willful
                                      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 willful 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 willful
                                      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

                                      -46-

<PAGE>

                              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 willful 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 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

                                      -47-

<PAGE>

                              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 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

                                      -48-

<PAGE>

                              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, reasonable attorney fees and
                              expenses, 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

                                      -49-

<PAGE>

                              beneficiary or any transferee of a draft and
                              documents strictly complying with the terms and
                              conditions of any of the Standby Letters of
                              Credit.

            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") or the International Standby Practices
                              published by the International Chamber of
                              Commerce, and the version of the Uniform Customs
                              or International Standby Practices 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 or
                              the International Standby Practices, as
                              applicable, 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

                                      -50-

<PAGE>

                              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.

                        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
                              9.12 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

                                      -51-

<PAGE>

                        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; provided, however, that
                        computations of interest based on the Base Rate will be
                        made on the basis of a year of 365 or 366 days, as
                        applicable, for the actual number of days (including the
                        first day but excluding the last day) occurring in the
                        applicable interest period. 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
                        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

                                      -52-

<PAGE>

                        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.    CLOSING FEE. The Company shall pay to the Agent,
                              for the account of the Lenders, on the Closing
                              Date a non-refundable closing fee of $36,747 to be
                              shared pro rata by the Lenders based on their
                              Ratable Portion.

                        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 and the Non-Revolving
                              Commitment, such Commitment Fee to be payable
                              quarterly in arrears on the last Business Day of
                              each June, September, December and March and upon
                              the Termination Date and to be shared pro rata by
                              the Lenders based on their Ratable Portion.

                              LEVERAGE RATIO                    COMMITMENT FEE
                              --------------                    --------------

                              Less than or equal to 2.0x                 0.125%

                              Greater than 2.0x but less than
                               or equal to 2.5x                          0.150%

                              Greater than 2.5x but less than
                               or equal to 3.0x                          0.175%

                              Greater than 3.0x                          0.200%

                              The Commitment Fee will be adjusted as of the
                              first day of the month following delivery of the
                              quarterly financial statements required hereunder
                              based upon the Leverage Ratio determined by the
                              Agent pursuant to those financial statements;
                              provided that if the Company fails to deliver such
                              financial statements as and when required by this
                              Credit Agreement the Commitment Fee will
                              automatically be increased to the highest rate
                              permitted hereunder.

                        c.    AGENT CLOSING EXPENSES. All reasonable
                              out-of-pocket expenses and reasonable legal
                              expenses incurred by the Agent in connection with
                              the preparation, negotiation, execution and
                              delivery of this Credit Agreement and the other
                              Loan Documents and attendant documents and the
                              closing of the Credit Facilities shall be paid by
                              the

                                      -53-

<PAGE>

                              Company to the Agent for the account of the Agent
                              on the Closing Date.

                        d.    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 deemed non-refundable on the
                              first day of such quarter and will be computed and
                              payable in arrears beginning on the date of
                              issuance and on the last Business Day of each
                              June, September, December and March thereafter:

                              LEVERAGE RATIO              LETTER OF CREDIT FEES
                              --------------              ---------------------

                              Less than or equal to 2.0x                   1.00%

                              Greater than 2.0x but less
                               than or equal to 2.5x                       1.00%

                              Greater than 2.5x but less
                               than or equal to 3.0x                       1.25%

                              Greater than 3.0x                            1.50%

                              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. The applicable Letter of Credit Fee
                              will be adjusted as of the first day of the
                              quarter following delivery of the quarterly
                              financial statements required hereunder based upon
                              the Leverage Ratio determined by the Agent
                              pursuant to those financial statements; provided
                              that if the Company fails to deliver such
                              financial statements as and when required by this
                              Credit Agreement the applicable Letter of Credit
                              Fee will automatically be increased to the highest
                              rate permitted hereunder.

            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.

                                      -54-

<PAGE>

            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 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 the
                        Cash Collateral Account 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

                                      -55-

<PAGE>

            state or political subdivisions thereof (all such non-excluded items
            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 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 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
                        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 Credit Agreement, the Loans,
                        Letters of Credit and other obligations) or (iii) will
                        impose any other condition affecting this 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

                                      -56-

<PAGE>

                        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 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 such 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 such Lender
                        such additional amount or amounts as will compensate
                        such 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 Credit
                        Agreement.

                                      -57-

<PAGE>

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

            2.16.1      RATE INABILITY; PRICING INADEQUACY. In the event that
                        (a) the Agent or any Lender 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 or any Lender 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 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 Eurodollar
                        Rate Advance prior to the expiration of the applicable
                        Interest Period, as a result of which any Lender

                                      -58-

<PAGE>

                        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 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
                        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 Credit
                        Agreement.

     2.18   USE OF PROCEEDS.

            2.18.1      The proceeds of the Revolving Credit Loans and the
                        Swingline Loans will be used exclusively for working
                        capital purposes, permitted capital expenditures, and
                        other general corporate purposes.

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

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<PAGE>

            2.18.3      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.

            2.18.4      The proceeds of the Non-Revolving Credit Loans will be
                        used exclusively to fund acquisitions as permitted under
                        Section 10.13.

3.   [RESERVED].

4.   BOND REDEMPTION.

     4.1    COMPANY BOND REDEMPTION. The Company will redeem outstanding 1997
            Scottsburg Bonds and Scottsburg Bonds (in such order as the Company
            and the Agent may agree) in the aggregate principal amount of
            $200,000 on each January 1, April 1, July 1 and October 1 during the
            term of this Credit Agreement, or in such other amounts or at such
            other times as the Agent and the Company may agree from time to
            time. Such redemptions will be accomplished pursuant to the optional
            redemption provisions contained in the Indenture. The Company hereby
            authorizes any Lender to charge the Cash Collateral Account (or any
            other account of the Company at any Lender) to reimburse the Agent
            or any Lender for any draws under any Letter of Credit in connection
            with such redemptions.

     4.2    MCC-BATAVIA BOND REDEMPTION. MCC-Batavia will continue to redeem
            outstanding MCC-Batavia Bonds in a principal amount of at least
            $175,000 during each calendar quarter on each March 1st, June 1st,
            September 1st and December 1st. Such redemptions will be
            accomplished by MCC-Batavia pursuant to the optional redemption
            provisions contained in the MCC-Batavia Indenture. MCC-Batavia and
            the Company each hereby authorizes each Lender to charge the Cash
            Collateral Account (or any other account of MCC-Batavia or the
            Company at any Lender) to reimburse the Agent or any Lender for any
            draws under the MCC-Batavia Alternate Letter of Credit in connection
            with such redemptions.

5.   COLLATERAL. The Collateral for the repayment of the Obligations will be
     that granted pursuant to the Security Documents. The Company and the
     Subsidiaries of the Company each acknowledges and agrees that any and all
     property, real or person, tangible or intangible, heretofore granted by the
     Company or any of its Subsidiaries in favor of the Agent, for the benefit
     of the Lenders, whether pursuant to any prior amendment or restatement of
     this Credit Agreement or otherwise, is and shall be Collateral for the
     Obligations (as defined in this Credit Agreement), and any and all
     guaranties heretofore made by any of such Subsidiaries in favor of the
     Agent, for the benefit of the Lenders, shall apply to the Obligations (as
     defined in this Credit Agreement). Each Subsidiary of the Company reaffirms
     its liabilities and obligations under its respective guarantee of the
     Obligations and further represents and warrants that such guarantee
     constitutes the legal, valid and binding obligation of such Subsidiary and
     is enforceable against such Subsidiary in accordance with its terms. Each
     such Subsidiary further represents and warrants that it has no defenses,
     setoffs, claims, counterclaims, or causes of action of any kind or nature
     whatsoever with respect to its guarantee of the Obligations.

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<PAGE>

6.   SECURITY AND SUBROGATION UNDER INDENTURE.

     6.1    SECURITY. To further secure the Company's Letter of Credit
            Obligations under this 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 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

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                        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 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 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.

                                      -62-

<PAGE>

            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 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.

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 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 to issue Standby Letters of Credit pursuant to Section
            2 of this 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 Loan Documents duly executed by the Company
                        and its Subsidiaries, as applicable, together with all
                        instruments 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 and its
                        Subsidiaries 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 and its Subsidiaries, of the resolutions of the
                        Board of Directors or the Members, as applicable, of the
                        Company and its Subsidiaries,

                                      -63-

<PAGE>

                        authorizing the execution, delivery and performance of
                        this Credit Agreement and the Loan Documents, together
                        with a certificate of such secretary or assistant
                        secretary certifying the names, titles, incumbency and
                        signatures of the Persons authorized to execute such
                        documents.

            7.1.4       GOOD STANDING. The Agent has received, as to the Company
                        and its Subsidiaries, long-form certificates of good
                        standing of the Secretary of State of the jurisdiction
                        in which it is formed 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.

            7.1.6       INSURANCE. The Company shall provide to the Agent
                        evidence of all required insurance coverage under
                        Section 9.12 hereof.

            7.1.7       FULL SYNDICATION. The Agent shall have received written
                        commitments from the Lenders to assume the lending
                        responsibility for the Commitments.

            7.1.8       UCC SEARCHES. The Agent shall be provided with current
                        UCC searches with respect to the Company, its
                        Subsidiaries 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.

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

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

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

            7.1.12      REPRESENTATIONS AND WARRANTIES. All representations and
                        warranties of the Company and its Subsidiaries contained
                        in this 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.

            7.1.13      DOCUMENTATION AND PROCEEDINGS. All instruments in
                        connection with the transactions contemplated by this
                        Credit Agreement are satisfactory in form and substance
                        to the Agent and its counsel and

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<PAGE>

                        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 Credit Agreement, such
                        documents where appropriate to be certified by
                        authorized officers of the Company or proper
                        governmental authorities.

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

            7.1.15      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.

            7.2.2       ACCURACY. The representations and warranties contained
                        in this 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 and 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 extend the Credit
     Facilities herein contemplated, the Company and each of its Subsidiaries
     party hereto hereby represents and warrants as follows:

     8.1    ORGANIZATION. The Company and each of its Subsidiaries is duly
            organized, validly existing and in good standing under the laws of
            the state in which it is formed, 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
            or limited liability company and is in good standing under the laws
            of all jurisdictions where required by the conduct of its business
            or

                                      -65-

<PAGE>

            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 audited financial statements of the Company
            and its Subsidiaries as of March 31, 2002, 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 period ended as of March 31,
            2002. Such financial statements have been prepared in accordance
            with GAAP applied consistently with preceding periods, subject to
            any comments and notes contained therein.

     8.3    RECENT ADVERSE CHANGES. Since March 31, 2002, neither the Company
            nor any of its Subsidiaries has 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 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 or any of its
            Subsidiaries. The Company and each of its Subsidiaries is, and after
            the consummation of the transactions contemplated by this Credit
            Agreement will be, Solvent.

     8.4    RECENT ACTIONS. Since March 31, 2002, the business of the Company
            and its Subsidiaries has been conducted in the ordinary course and
            neither the Company nor any of its Subsidiaries has: (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, 2002 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. Except for sales in the ordinary course of business since
            March 31, 2002, the Company or a Subsidiary of 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

                                      -66-

<PAGE>

            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 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 any of its Subsidiaries 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 and
            its Subsidiaries have 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 and each Subsidiary of the Company that is a
            corporation has full corporate power and authority to enter into the
            transactions provided for in this Credit Agreement and has been duly
            authorized to do so by appropriate action of its board of directors.
            Each Subsidiary of the Company that is a limited liability company
            has full limited liability company power and authority to enter into
            the transactions provided for in this Credit Agreement and has been
            duly authorized to do so by appropriate action of its members. This
            Credit Agreement, the Notes and the other Loan Documents as amended,
            when executed and delivered by the Company and its Subsidiaries,
            constitute the legal, valid and binding obligations of the Company
            and its Subsidiaries, as applicable, enforceable in accordance with
            their respective terms except as limited by bankruptcy, insolvency,
            reorganization or other similar laws affecting the enforceability
            generally of rights of creditors.

     8.9    OTHER DEFAULTS. There does not now exist any material default or
            violation by the Company or any of its Subsidiaries of or under any
            of the terms, conditions or obligations of: (i) with respect to the
            Company and each Subsidiary of the Company that is a corporation,
            its Articles of Incorporation, Regulations or Bylaws; (ii) with
            respect to any Subsidiary of the Company that is a limited liability
            company, its Articles of Organization or Operating Agreement; (iii)
            any indenture, deed of trust or mortgage to which it is a party or
            by which it is bound; (iv) any agreement or instrument evidencing
            debt to which it is a party or by which it is bound; (v) any other
            material franchise, permit, contract, agreement or other instrument
            to which it is a party or by which it is bound; or (vi) 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
            Credit Agreement nor the consummation of any of the transactions
            herein contemplated

                                      -67-

<PAGE>

            (a) will result in any default or violation by the Company or any of
            its Subsidiaries of or under any of the terms, conditions or
            obligation of (i) its organizational documents; (ii) any indenture,
            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 material
            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)
            will result in or require the creation of any lien, security
            interest or other encumbrance (except as contemplated by this Credit
            Agreement) upon any of the assets of the Company or its
            Subsidiaries.

     8.11   PATENTS, LICENSES, ETC. The Company and each of its Subsidiaries 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
            and each of its Subsidiaries 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   ENVIRONMENTAL MATTERS.

            8.13.1      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

                                      -68-

<PAGE>

                        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.

            8.13.2      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.

            8.13.3      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.

            8.13.4      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.

     8.14   INVESTMENT COMPANY ACT. Neither the Company nor any of its
            Subsidiaries is directly or indirectly controlled by, or acting on
            behalf of, an "investment company" within the meaning of the
            Investment Company Act of 1940, as amended.

     8.15   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 performance by the Company of this Credit Agreement, any
            of the Loan Documents or any of the transactions contemplated hereby
            or thereby, or are otherwise required to ensure the validity or
            enforceability of this

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<PAGE>

            Credit Agreement or any of the Loan Documents, which have not been
            obtained or made.

     8.16   DISCLOSURE. Neither this Credit Agreement, any of the other 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.

     8.17   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.

     8.18   SUBSIDIARIES. The Disclosure Schedule states the exact legal name of
            the Company and each of its Subsidiaries, their respective
            jurisdictions of formation, and their respective employer
            identification numbers and organizational identification numbers (if
            any). Except as listed on the Disclosure Schedule, the Company has
            no Subsidiaries and is not a party to any partnership agreement or
            joint venture agreement. Except as listed on the Disclosure
            Schedule, the Company does not own more than one percent (1%) of the
            issued and outstanding capital stock or other ownership interests of
            any Person.

     8.19   MARGIN STOCK. None of the Company or any Subsidiaries of the Company
            engages or intends to engage principally, or as one of its important
            activities, in the business of extending credit for the purpose,
            immediately, incidentally or ultimately, of purchasing or carrying
            margin stock (within the meaning of Regulation U). No part of the
            proceeds of any Credit Facility has been or will be used,
            immediately, incidentally or ultimately, to purchase or carry any
            margin stock or to extend credit to others for the purpose of
            purchasing or carrying any margin stock or to refund Indebtedness
            originally incurred for such purpose, or for any purpose which
            entails a violation of or which is inconsistent with the provisions
            of the regulations of the Board of Governors of the Federal Reserve
            System. None of the Company or any Subsidiary of the Company holds
            or intends to hold margin stock in such amounts that more than 25%
            of the reasonable value of the assets of the Company or any
            Subsidiary of the Company are or will be represented by margin
            stock.

     8.20   STATUS OF PLEDGED COLLATERAL. All of the shares of capital stock,
            partnership interests or limited liability company membership
            interests intended to be included in the Collateral are or will be
            upon issuance validly issued and nonassessable and owned
            beneficially and of record by the pledgor free and clear of any
            lien, encumbrance or restriction on transfer, except as otherwise
            provided by the applicable Security Document and except as the right
            of the Agent or the Lenders to dispose of such Collateral may be
            limited by the Securities Act of 1933, as amended, and the
            regulations promulgated by the Securities and Exchange Commission
            thereunder and by applicable state securities laws. There

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            are no shareholder, partnership, limited liability company or other
            agreements or understandings with respect to the shares of capital
            stock, partnership interests or limited liability company membership
            interests included in the Collateral except for the partnership
            agreements and limited liability company agreements delivered to the
            Lenders in connection with the execution of this Credit Agreement.

     8.21   SENIOR DEBT STATUS. The Obligations of the Company and its
            Subsidiaries under this Credit Agreement, the Notes, and each of the
            other Loan Documents to which it is a party do rank and will rank at
            least pari passu in priority of payment with all other Indebtedness
            of the Company or any such Subsidiary except Indebtedness of the
            Company or any such Subsidiary to the extent secured by Permitted
            Liens. There is no lien or encumbrance upon or with respect to any
            of the properties or income of the Company or any Subsidiary of the
            Company that secures indebtedness or other obligations of any Person
            except for Permitted Liens.

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

     9.1    [RESERVED].

     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 each Lender 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 or any Lender 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 Lenders 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 consolidated and
            consolidating financial statements of the Company and its
            Subsidiaries, which financial statements shall: (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

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            in accordance with GAAP applied on a basis consistent with the
            preceding month's statements, if any, and (c) contain a certificate
            by such officer 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.
            Such certificate will be in the form of the attached Exhibit I.
            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    [RESERVED.]

     9.5    AUDITS. At its discretion at any time after an Event of Default, the
            Agent may engage an independent appraiser to perform a valuation of
            the Company and its business. The report of such appraiser will be
            for the Lenders' sole use and all reasonable fees and expenses
            relating to such valuation shall be paid by the Company upon demand.

     9.6    ANNUAL STATEMENTS. The Company will furnish the Agent within ninety
            (90) days after the end of each fiscal year, with copies of annual
            audited consolidated and consolidating financial statements for the
            Company and its Subsidiaries, which will include a balance sheet of
            the Company and its Subsidiaries 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
            generally accepted auditing standards and such opinion will contain
            a report reasonably satisfactory to the Agent of any inconsistency
            in the application of generally accepted accounting principles 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.

     9.7    AUDITOR'S LETTERS. Concurrently with delivery of annual audited
            financial statements, the Company shall furnish copies of any
            letter, other than routine correspondence or communications,
            directed to the management of the Company or any of its Subsidiaries
            by its auditors or independent accountants, relating to its
            financial statements, accounting procedures, financial condition,
            tax returns, or the like, for fiscal year then being reported.

     9.8    ANNUAL BUDGETS, FORECASTS AND COMPARISONS. Concurrently with
            delivery of annual audited financial statements, the Company will
            submit to the Agent a copy of the Company's annual budget and
            financial forecast for the succeeding fiscal

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<PAGE>

            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
            and 9.6, 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.

     9.9    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.

     9.10   PAYMENT OF CHARGES. The Company will pay and discharge when due all
            taxes, 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.

     9.11   EXISTENCE; OPERATIONS. The Company and each Subsidiary of 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 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.

     9.12   INSURANCE. The Company and each of its Subsidiaries 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

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<PAGE>

            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.

     9.13   COMPLIANCE WITH LAWS. The Company and each of its Subsidiaries 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 or its Subsidiaries to pay or perform any of the Obligations
            or the business, operations, assets, prospects or condition
            (financial or otherwise) of the Company or any of its Subsidiaries.

     9.14   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.

     9.15   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 (including, but not by way of
            limitation, the United States Environmental Protection Agency and
            any state Environmental Protection Agency and their agents,
            representatives, and

                                      -74-

<PAGE>

            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).

     9.16   BUSINESS NAMES AND LOCATIONS. The Company will immediately notify
            the Agent of any change in the name under which the Company or any
            of its Subsidiaries conducts its business and, unless the Agent
            otherwise consents in writing pursuant to this 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 $200,000)
            and keep the principal places of business of the Company and each
            Subsidiary thereof 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 or any
            Subsidiary thereof conducts business.

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

     9.18   ERISA COMPLIANCE. The Company will, and will cause its Subsidiaries
            to, (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 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

                                      -75-

<PAGE>


            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.

     9.19   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.

     9.20   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.

10.  NEGATIVE COVENANTS. The Company covenants and agrees that from the date of
     execution of this Credit Agreement until all of the Obligations have been
     fully paid and this Credit Agreement terminated it will not, and it will
     cause each of its Subsidiaries to not:

     10.1   DEBT. Incur any Indebtedness other than: (a) the Credit Facilities;
            (b) the existing Indebtedness described in the Company's
            consolidated financial statements as of March 31, 2002 delivered to
            the Agent; (c) open account obligations incurred in the ordinary
            course of business; (d) rental and lease payments as described in
            Section 10.2, below; (e) purchase money debt up to $250,000 in any
            Fiscal Year incurred in connection with the acquisition of capital
            assets limited to the specific assets acquired with such financing
            (subject to the acquisition of such assets and incurrence of such
            debt being otherwise permitted by the terms of this Credit
            Agreement) and (f) Subordinated Debt of up to $10,000,000 in the
            aggreate.

     10.2   LEASES. Enter into or permit to remain in effect: (i) any operating
            rental or lease agreement for real or personal property whose term,
            including renewal options, exceeds five (5) years (except for the
            term of the Lease dated as of February 26, 1999 (the "Scottsburg
            Lease") between the Company and Indiana Properties,

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<PAGE>


            LLC) which on an annual basis would exceed $600,000, or (ii) any
            capital lease agreement for real or personal property whose term,
            including renewal options, exceeds five (5) years and which on an
            annual basis would exceed $50,000. Notwithstanding the above to the
            contrary, the Company may enter into leases funded by a Lender;
            provided that the Company's and its Subsidiaries' aggregate
            financial commitment under all such leases does not exceed
            $1,500,000 during the term of this Credit Agreement.

     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 Credit 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   LEVERAGE RATIO. Permit the Leverage Ratio for the Company and its
            Subsidiaries to exceed 3.25 to 1.00 as of the end of any Fiscal
            Quarter on a trailing four quarters basis.

     10.5   FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge Coverage Ratio
            for the Company and its Subsidiaries to be less than 1.25 to 1.00 as
            of the end of any Fiscal Quarter on a trailing four quarters basis.

     10.6   TANGIBLE NET WORTH. Permit Tangible Net Worth for the Company and
            its Subsidiaries to be less than $6,880,268, plus 50% of positive
            consolidated net income (without deduction for any losses) earned
            from the Closing Date to the date of determination, plus 100% of the
            proceeds from any issuance by the Company or any of its Subsidiaries
            to any Person of (a) shares of its capital stock or other equity
            interests, (b) any shares of its capital stock or other equity
            interests pursuant to the exercise of options or warrants or (c) any
            shares of its capital stock or other equity interests pursuant to
            the conversion of any debt securities to equity.

     10.7   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.

     10.8   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 conversion of Indebtedness to equity
            upon terms satisfactory to the Lenders.

     10.9   REDEMPTIONS. Purchase, retire, redeem or otherwise acquire for
            value, directly or indirectly, any shares of its capital stock,
            options, warrants, membership interests or other equity interests
            now or hereafter outstanding, or authorize or set aside any funds or
            other property for any such purpose; provided, however, that the

                                      -77-

<PAGE>

            Company may utilize up to $1,500,000 in the aggregate during the
            term of this Credit Agreement for such redemptions ("Permitted Stock
            Buybacks").

     10.10  DIVIDENDS. Declare or pay dividends (other than dividends payable
            solely in shares of stock) of any kind on any shares of capital
            stock now or hereafter outstanding or make any other distribution of
            cash or property to its shareholders, or authorize or set aside any
            funds or other property for any such purpose. No dividend may be
            paid if at the time of making or declaring such dividend and after
            giving effect thereto any Default or Event of Default exists and no
            dividend may be paid if a Default or Event of Default has been
            waived by the Lenders, but not cured by the Company.

     10.11  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 Subsidiaries in an
            amount not to exceed $500,000 in the aggregate; (b) advances to
            employees of the Company not to exceed $15,000 per employee or
            $250,000 in the aggregate when cumulated with all other such
            employee advances to cover reasonable expenses of employees, such as
            travel expenses, or to cover reasonable cash advances against
            employees' salaries; 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.

     10.12  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 assets
            in the ordinary course of business or with the prior written consent
            of the Agent.

     10.13  ACQUISITIONS. Other than Permitted Acquisitions, purchase, lease or
            otherwise acquire all or any substantial part of the assets of any
            Person, or commit to enter into any Acquisition, or create any
            Subsidiary, or enter into any joint venture or partnership, or
            permit any Subsidiary to do any of the foregoing without the prior
            written consent of the Required Lenders in each instance.

     10.14  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

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<PAGE>

            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 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.

     10.15  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.

     10.16  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.

     10.17  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.

     10.18  PAYMENTS TO SHAREHOLDERS AND AFFILIATES. Except for payments
            permitted by Sections 10.9, 10.10 and 10.11 and except for
            reasonable and customary salaries and bonuses, make any payment or
            distribution (including, without limitation, debt repayment, payment
            for goods or services, or otherwise) other than reasonable and
            ordinary advances to cover reasonable expenses of employees, such as
            travel expenses, to its shareholders or to any Affiliate without the
            prior written consent of the Agent.

     10.19  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 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.

     10.20  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.

     10.21  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.

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     10.22  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 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.

     10.23  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 Credit
            Agreement, (c) any amounts due under this 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, or (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

     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 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 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 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

                                      -80-

<PAGE>

            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 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 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
            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

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            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

     11.11  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 Credit Agreement;

     11.12  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; or

     11.13  CHANGE OF CONTROL. Any person or group of persons (within the
            meaning of Sections 13(d) or 14(a) of the Securities Exchange Act of
            1934, as amended) shall have acquired beneficial ownership (within
            the meaning of Rule 13d-3 promulgated by the Securities and Exchange
            Commission) of 51% or more of the voting capital stock of the
            Company; or (ii) within a period of twelve (12) consecutive calendar
            months, individuals who were directors of the Company on the first
            day of such period shall cease to constitute a majority of the board
            of directors of the Company;

     then in any such event ("Event of Default"), the Agent may, with the
     consent of the Lenders, 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 and 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,

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     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, 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.

     From and after the date on which the Agent has taken any action pursuant to
     this Section 11 and until all of the Obligations have been paid in full,
     any and all proceeds received by the Agent or any Lender from any sale or
     other disposition of the Collateral, or any part thereof, or the exercise
     of any other remedy by the Agent, shall be applied as follows:

     a.     first, to reimburse the Agent and the Lenders for out-of-pocket
            costs, expenses and disbursements, including reasonable attorneys'
            and paralegals' fees and legal expenses, incurred by the Agent and
            the Lenders (or any of them) in connection with realizing on the
            Collateral or collection of any Obligations under any of the Loan
            Documents, including advances made by the Agent and the Lenders (or
            any of them) for the maintenance, preservation, protection or
            enforcement of, or realization upon, the Collateral, including
            advances for taxes, insurance, repairs and the like and reasonable
            expenses incurred to sell or otherwise realize on, or prepare for
            sale or other realization on, any of the Collateral;

     b.     second, to the repayment of all loans, advances, debts, liabilities,
            obligations, covenants and duties owing to the Agent and/or any or
            all of the Lenders from the Company or its Subsidiaries arising
            under this Credit Agreement, the Letters of Credit, the Notes, the
            Standby Letters of Credit, the Letter of Credit Documents,

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            the Hedging Agreements, or any of the other Loan Documents, in such
            manner as the Agent may reasonably determine in its discretion;

     c.     third, to the repayment of all the remaining Obligations then due
            and unpaid to the Agent and/or any or all of the Lenders, whether of
            principal, interest, fees, expenses or otherwise, whether arising
            out of overdrafts on deposit or other accounts or electronic funds
            transfers (whether through automated clearing houses or otherwise),
            in such manner as the Agent may reasonably determine in its
            discretion; and

     d.     the balance, if any, as required by applicable law.

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 (i) release any Collateral or
                        (ii) take any action with respect to foreclosure or
                        repossession of any Collateral upon an Event of Default
                        without, in each case, the prior written consent of the
                        Agent and the Lenders, so long as this 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 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 Credit Agreement related
            to such Letter of Credit in an amount equal to the Ratable Portion
            of such

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<PAGE>

            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.

     12.3   SHARING OF PAYMENTS, ETC.

            12.3.1      Except as otherwise expressly required by the terms of
                        this 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 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

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                        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 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. 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 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,

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<PAGE>

            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 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 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

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     related liabilities. The provisions of this Section will survive any
     termination of this 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 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
            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 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 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
            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 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

                                      -88-

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            connection with this 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 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 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 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 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.

     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 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
            Credit Agreement, the

                                      -89-

<PAGE>

            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, 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 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
            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 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 Credit Agreement.

     15.6   SUCCESSOR AGENT. The Agent may resign at any time as Agent under
            this 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 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. So long as no Event of Default has
            occurred, the Company shall have the right to approve any successor
            Agent, which consent will not be unreasonably withheld or delayed.
            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 Credit Agreement; provided,
            however, that the successor Agent will not be considered as a Lender
            for purposes of this 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 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

                                      -90-

<PAGE>

            this 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 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 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 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 the Agent or 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 the Agent
            or 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 Standby
            Letters of Credit or disbursement under Letters of Credit or Standby
            Letters of Credit hereunder will constitute a waiver of any of the
            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 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 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

                                      -91-

<PAGE>

            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. Any notice, request, demand, direction or other
            communication (for purposes of this Section 16.2 only, a "Notice")
            to be given to or made upon any party hereto under any provision of
            this Agreement shall be given or made by telephone or in writing
            (which includes by means of electronic transmission (i.e., "e-mail")
            or facsimile transmission or by setting forth such Notice on a site
            on the World Wide Web (a "Website Posting") if Notice of such
            Website Posting (including the information necessary to access such
            site) has previously been delivered to the applicable parties hereto
            by another means set forth in this Section 16.2) in accordance with
            this Section 16.2. Any such Notice must be delivered to the
            applicable parties hereto at the addresses and numbers set forth by
            their respective names below or in accordance with any subsequent
            unrevoked Notice from any such party that is given in accordance
            with this Section 16.2. Any Notice shall be effective:

            a.    In the case of hand-delivery, when delivered;

                                      -92-

<PAGE>

            b.    If given by mail, four days after such Notice is deposited
                  with the United States Postal Service, with first-class
                  postage prepaid, return receipt requested;

            c.    In the case of a telephonic Notice, when a party is contacted
                  by telephone, if delivery of such telephonic Notice is
                  confirmed no later than the next Business Day by hand
                  delivery, a facsimile or electronic transmission, a Website
                  Posting or an overnight courier delivery of a confirmatory
                  Notice (received at or before noon on such next Business Day);

            d.    In the case of a facsimile transmission, when sent to the
                  applicable party's facsimile machine's telephone number, if
                  the party sending such Notice receives confirmation of the
                  delivery thereof from its own facsimile machine;

            e.    In the case of electronic transmission, when actually
                  received;

            f.    In the case of a Website Posting, upon delivery of a Notice of
                  such posting (including the information necessary to access
                  such site) by another means set forth in this Section 16.2;
                  and

            g.    If given by any other means (including by overnight courier),
                  when actually received.

            Notwithstanding the above, notices and communications to the Agent
            pursuant to Sections 2 or 15, above, will not be effective until
            received by the Agent. Any Lender giving a Notice to the Company or
            any Subsidiary thereof shall concurrently send a copy thereof to the
            Agent, and the Agent shall promptly notify the other Lenders of its
            receipt of such Notice.

     16.3   SUCCESSORS AND ASSIGNS.

            16.3.1      This 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 Credit Agreement in
                        whole or in part without the prior written consent of
                        the Agent.

            16.3.2      Each Lender may, with the prior consent of the Company,
                        the Agent and the other Lender(s) (such consent not to
                        be unreasonably withheld but in the case of the Company
                        it will be deemed reasonable for the Company to withhold
                        its consent if as a result of any assignment the total
                        number of Lenders would be greater than 6), assign to
                        one or more banks or other entities all or a portion of
                        its rights and obligations under this Credit Agreement
                        (including, without limitation, all or a portion of its
                        Commitments, the Advances owing to it and the Note or
                        Notes held by it); provided, however, that no consent of
                        the Company will be

                                      -93-

<PAGE>

                        required (i) if an Event of Default exists and is
                        continuing, or (ii) in the case of an assignment by a
                        Lender to an Affiliate of such Lender; and provided,
                        further, that (i) each such assignment will be of a
                        uniform, and not a varying, percentage of all rights and
                        obligations under and in respect of all of the Credit
                        Facilities, (ii) except in the case of an assignment of
                        all of a Lender's rights and obligations under this
                        Credit Agreement, (A) the amount of the Revolving
                        Commitment of the assigning Lender being assigned
                        pursuant to each such assignment (determined as of the
                        date of the Assignment and Acceptance with respect to
                        such assignment) will in no event be less than
                        $3,000,000 and will be an integral multiple of $500,000
                        and (B) after giving effect to each such assignment, the
                        amount of the Revolving Commitment of the assigning
                        Lender will in no event be less than $1,000,000, and
                        (iii) the parties to each such assignment will execute
                        and deliver to the Agent, for its acceptance and
                        recording in the Register, an Assignment and Acceptance,
                        together with any Note or Notes subject to such
                        assignment and, for the sole account of the Agent, a
                        processing and recordation fee of $3,500. Upon such
                        execution, delivery, acceptance and recording, from and
                        after the effective date specified in such Assignment
                        and Acceptance, (x) the assignee thereunder will be a
                        party hereto and, to the extent that rights and
                        obligations hereunder have been assigned to it pursuant
                        to such Assignment and Acceptance, have the rights and
                        obligations of a Lender hereunder (including but not
                        limited to all participation obligations with respect to
                        Swingline Loans and Letter of Credit Obligations) and
                        (y) the Lender assignor thereunder will, to the extent
                        that rights and obligations hereunder have been assigned
                        by it pursuant to such Assignment and Acceptance,
                        relinquish its rights and be released from its
                        obligations under this Credit Agreement (and, in the
                        case of an Assignment and Acceptance covering all or the
                        remaining portion of an assigning Lender's rights and
                        obligations under this Credit Agreement, such Lender
                        will cease to be a party hereto).

            16.3.3      The Agent will maintain at its address referred to
                        herein for notices a copy of each Assignment and
                        Acceptance delivered to and accepted by it and the
                        Register. The entries in the Register will be conclusive
                        and binding for all purposes, absent manifest error, and
                        the Company, the Agent and the Lenders may treat each
                        Person whose name is recorded in the Register as a
                        Lender hereunder for all purposes of this Credit
                        Agreement. The Register will be available for inspection
                        by the Company or any Lender at any reasonable time and
                        from time to time upon reasonable prior notice.

                                      -94-

<PAGE>

            16.3.4      Upon its receipt of an Assignment and Acceptance
                        executed by an assigning Lender and an assignee,
                        together with any Note or Notes subject to such
                        assignment, the Agent will, if such Assignment and
                        Acceptance has been completed and is in substantially
                        the form delivered to the Lenders in connection with the
                        Closing, (i) accept such Assignment and Acceptance, (ii)
                        record the information contained therein in the Register
                        and (iii) give prompt notice thereof to the Company.
                        Within five (5) Business Days after its receipt of such
                        notice, the Company, at its own expense, will execute
                        and deliver to the Agent in exchange for the surrendered
                        Note or Notes a new Note or Notes to the order of such
                        assignee in an amount equal to the applicable Commitment
                        assumed by it pursuant to such Assignment and Acceptance
                        and, if the assigning Lender has retained a Commitment
                        hereunder, a new Note or Notes to the order of the
                        assigning Lender in an amount equal to the Commitment
                        retained by it hereunder. Such new Note or Notes will be
                        in an aggregate principal amount equal to the aggregate
                        principal amount of such surrendered Note or Notes, and
                        will be dated the effective date of such Assignment and
                        Acceptance.

            16.3.5      Each Lender may sell participations, in minimum amounts
                        of $3,000,000 each, to one or more banks or other
                        entities in all or a portion of its rights and
                        obligations under this 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 Credit Agreement (including,
                        without limitation, its Commitments to the 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 Credit Agreement, (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, and (vi) the assigning
                        Lender shall pay a $3,500 service charge to the Agent.
                        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, 2.14, 2.15 and 2.17, and,
                        subject to Section 12, all rights of setoff under this
                        Credit Agreement with respect to its participating
                        interest, in each case, as if such participant were a
                        Lender.

                                      -95-

<PAGE>

            16.3.6      Any Lender may, in connection with any assignment or
                        participation or proposed assignment or proposed
                        participation pursuant to this Section 16, disclose to
                        the assignee or participant or proposed assignee 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 Credit Agreement or any of the Loan Documents nor consent to
            any departure therefrom by the Company, nor any release of any
            Collateral, will in any event be effective unless the same is in
            writing signed by the Required Lenders and the Company and
            specifically refers to this 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) reduce any fees payable to any Lender or the rate of interest on
            any Note held by any Lender; (f) postpone any date fixed for any
            payment of fees, principal of, or interest on, any of the Notes; (g)
            except for sales of assets expressly permitted by this Credit
            Agreement, release any Collateral consisting of capital stock or
            other ownership interests of the Company or any of its Subsidiaries
            or substantially all of the assets of the Company or any of its
            Subsidiaries, or any other security for the Obligations; or (h)
            change the definition of Required Lenders; 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 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 change the fees or expenses
            for audits or legal services that the Company is required to pay to
            the Agent; provided, however, that any increase in such fees shall
            not be effective unless the same is in writing and signed by 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 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 Credit Agreement in whole or in part, then

                                      -96-

<PAGE>

            such clause or provision only will be void, as though not herein
            contained, and the remainder of this 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 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 Credit
            Agreement. The purpose of this 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
            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 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 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. The Company and its Subsidiaries each
            represents and warrants that neither the Company nor any such
            Subsidiary has 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 contract or in tort, whether now
            accrued or hereafter maturing (collectively, "Claims" against the

                                      -97-

<PAGE>

            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 Credit
            Agreement, the Company and each of its Subsidiaries, jointly and
            severally, 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 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 and the Lenders 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 or any Lender's
            employees and including, without limitation, the reasonable fees and
            disbursements of Frost Brown Todd LLC, 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 Credit Agreement and the other amended Loan Documents; in
            amending,

                                      -98-

<PAGE>

            supplementing, waiving or enforcing provisions of this Credit
            Agreement and the other amended Loan Documents; in collecting any
            sum which is not paid when due under this Credit 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 Lenders in connection with this 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 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 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 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 Credit Agreement.

     16.15  CONTINUING AGREEMENT. This 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 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.

                                      -99-

<PAGE>

     16.17  NO THIRD PARTY BENEFICIARIES. Nothing express or implied herein is
            intended or will be construed to confer upon or give any Person,
            other than the parties hereto, any right to remedy hereunder or by
            reason 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 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 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 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 CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY
            TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

                            [signature page follows]

                                      -100-

<PAGE>

     Signed at Cincinnati, Ohio, effective as of July 12, 2002.

                                             MULTI-COLOR CORPORATION

Address for Notices:

Multi-Color Corporation

425 Walnut Street, Suite 1300                By: /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Vice President - Finance              Print Name: Dawn H. Bertsche
                                                        ------------------------
                                             Title: Vice President - Finance
                                                   -----------------------------

                                             LASER GRAPHIC SYSTEMS,
                                              INCORPORATED

Address for Notices:

Laser Graphic Systems, Incorporated
425 Walnut Street, Suite 1300                By: /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Vice President - Finance              Print Name: Dawn H. Bertsche
                                                        ------------------------
                                             Title: Secretary
                                                   -----------------------------

                                             MCC-BATAVIA, LLC

Address for Notices:

MCC-Batavia, LLC

425 Walnut Street, Suite 1300                By: /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Vice President - Finance              Print Name: Dawn H. Bertsche
                                                        ------------------------
                                             Title: Secretary
                                                   -----------------------------

                                             MCC-UNIFLEX, LLC

Address for Notices:

MCC-Uniflex, LLC

425 Walnut Street, Suite 1300                By: /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Vice President - Finance              Print Name: Dawn H. Bertsche
                                                        ------------------------
                                             Title: Secretary
                                                   -----------------------------

                                             MCC-TROY, LLC

Address for Notices:

MCC-Troy, LLC

425 Walnut Street, Suite 1300                By: /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Vice President - Finance              Print Name: /s/ Dawn H. Bertsche
                                                        ------------------------
                                             Title: Secretary
                                                   -----------------------------

                                      -101-

<PAGE>

                                             MCC-QUICK PAK, LLC

Address for Notices:

MCC-Quick Pak, LLC

425 Walnut Street, Suite 1300                By: /s/ Dawn H. Bertsche
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Vice President - Finance              Print Name: Dawn H. Bertsche
                                                        ------------------------
                                             Title: Secretary
                                                   -----------------------------

                                             PNC BANK, NATIONAL
                                             ASSOCIATION, on its own behalf as a
Address for Notices:                         Lender and as Agent

PNC Bank, National Association
201 East Fifth Street                        By: /s/ Thomas M. Groneman
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Corporate Banking                     Print Name: Thomas M. Groneman
                                                        ------------------------
                                             Title: Senior Vice President
                                                   -----------------------------

                                             KEYBANK NATIONAL ASSOCIATION,
Address for Notices:                         as a Lender

KeyBank National Association
525 Vine Street, 6th Floor                   By: /s/ Louis A. Fender
Cincinnati, Ohio 45202                          --------------------------------
Attn:  Corporate Banking                     Print Name: Louis A. Fender
                                                        ------------------------
                                             Title: Senior Vice President
                                                   -----------------------------

                                             LASALLE BANK NATIONAL
Address for Notices:                           ASSOCIATION, as a Lender

LaSalle Bank N.A.
312 Walnut Street, Suite 2450                By: /s/ Shawna Elkus
Cincinnati, Ohio  45202                         --------------------------------
Attn:  Corporate Banking                     Print Name: Shawna Elkus
                                                        ------------------------
                                             Title: Officer
                                                   -----------------------------

                                             HARRIS TRUST AND SAVINGS BANK,
Address for Notices:                         as a Lender

Harris Trust and Savings Bank
111 West Monroe Street                       By: /s/ Thad D. Rasche
Chicago, Illinois  60690                        --------------------------------
Attn:  Corporate Banking                     Print Name: Thad D. Rasche
                                                        ------------------------
                                             Title: Vice President
                                                   -----------------------------

                                      -102-