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                                                                EXECUTION COPY

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                                    REVOLVING

                                CREDIT AGREEMENT


                                      AMONG


                          AFTERMARKET TECHNOLOGY CORP.,


                               THE SEVERAL LENDERS

                        FROM TIME TO TIME PARTIES HERETO,


                                       AND


                            THE CHASE MANHATTAN BANK,

                                    AS AGENT

                          DATED AS OF FEBRUARY 14, 1997

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SECTION 1.     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.1       Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.2.      Other Definitional Provisions . . . . . . . . . . . . . . . .17

SECTION 2.     AMOUNT AND TERMS OF CREDIT COMMITMENTS. . . . . . . . . . . .17
     2.1.      Commitments . . . . . . . . . . . . . . . . . . . . . . . . .17
     2.2.      Procedure for Borrowing . . . . . . . . . . . . . . . . . . .18
     2.3.      Termination or Reduction of Commitments . . . . . . . . . . .18
     2.4.      Swing Line Commitments. . . . . . . . . . . . . . . . . . . .19

SECTION 3.     LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . .20
     3.1.      L/C Commitment. . . . . . . . . . . . . . . . . . . . . . . .20
     3.2.      Procedure for Issuance of Letters of Credit.. . . . . . . . .21
     3.3.      L/C Participations. . . . . . . . . . . . . . . . . . . . . .21
     3.4.      Reimbursement Obligation of the Borrower. . . . . . . . . . .22
     3.5.      Obligations Absolute. . . . . . . . . . . . . . . . . . . . .23
     3.6.      Letter of Credit Payments.. . . . . . . . . . . . . . . . . .23
     3.7.      Application.. . . . . . . . . . . . . . . . . . . . . . . . .24

SECTION 4.     GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS
               OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . .24
     4.1.      Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
     4.2.      Repayment of Loans; Evidence of Debt. . . . . . . . . . . . .25
     4.3.      Optional and Mandatory Prepayments. . . . . . . . . . . . . .26
     4.4.      Conversion and Continuation Options . . . . . . . . . . . . .27
     4.5.      Maximum Number of Tranches. . . . . . . . . . . . . . . . . .27
     4.6.      Interest Rates and Payment Dates. . . . . . . . . . . . . . .28
     4.7.      Computation of Interest and Fees. . . . . . . . . . . . . . .28
     4.8.      Inability to Determine Interest Rate. . . . . . . . . . . . .28
     4.9.      Pro Rata Treatment and Payments . . . . . . . . . . . . . . .29
     4.10.     Illegality. . . . . . . . . . . . . . . . . . . . . . . . . .29
     4.11.     Requirements of Law . . . . . . . . . . . . . . . . . . . . .30
     4.12.     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
     4.13.     Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . .32
     4.14.     Change of Lending Office. . . . . . . . . . . . . . . . . . .33

SECTION 5.     REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . .33
     5.1.      Financial Condition . . . . . . . . . . . . . . . . . . . . .33
     5.2.      No Change; Solvency . . . . . . . . . . . . . . . . . . . . .34
     5.3.      Corporate Existence; Compliance with Law. . . . . . . . . . .34
     5.4.      Corporate Power; Authorization; Enforceable Obligations . . .34
     5.5.      No Legal Bar. . . . . . . . . . . . . . . . . . . . . . . . .35
     5.6.      No Material Litigation. . . . . . . . . . . . . . . . . . . .35


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     5.7.      No Default. . . . . . . . . . . . . . . . . . . . . . . . . .35
     5.8.      Ownership of Property; Liens. . . . . . . . . . . . . . . . .35
     5.9.      Intellectual Property . . . . . . . . . . . . . . . . . . . .35
     5.10.     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
     5.11.     Federal Regulations . . . . . . . . . . . . . . . . . . . . .36
     5.12.     ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
     5.13.     Investment Company Act; Other Regulations . . . . . . . . . .37
     5.14.     Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . .37
     5.15.     Purpose of Loans. . . . . . . . . . . . . . . . . . . . . . .37
     5.16.     Environmental Matters . . . . . . . . . . . . . . . . . . . .37
     5.17.     No Burdensome Restrictions. . . . . . . . . . . . . . . . . .38
     5.18.     No Material Misstatements . . . . . . . . . . . . . . . . . .38
     5.19.     Collateral. . . . . . . . . . . . . . . . . . . . . . . . . .38
     5.20.     Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . .39

SECTION 6.     CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . .39
     6.1.      Conditions to Extensions of Credit. . . . . . . . . . . . . .39
     6.2.      Conditions to Each Extension of Credit. . . . . . . . . . . .41

SECTION 7.     AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . .42
     7.1.      Financial Statements. . . . . . . . . . . . . . . . . . . . .42
     7.2.      Certificates; Other Information . . . . . . . . . . . . . . .43
     7.3.      Payment of Obligations. . . . . . . . . . . . . . . . . . . .44
     7.4.      Conduct of Business and Maintenance of Existence. . . . . . .44
     7.5.      Maintenance of Property; Insurance. . . . . . . . . . . . . .44
     7.6.      Inspection of Property; Books and Records; Discussions. . . .45
     7.7.      Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .45
     7.8.      Environmental Laws. . . . . . . . . . . . . . . . . . . . . .46
     7.9.      Additional Collateral . . . . . . . . . . . . . . . . . . . .46
     7.10.     Further Assurances. . . . . . . . . . . . . . . . . . . . . .47
     7.11.     Redemption of Senior Subordinated Notes . . . . . . . . . . .48
     7.12.     Property Matters. . . . . . . . . . . . . . . . . . . . . . .48

SECTION 8.     NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . .48
     8.1.      Financial Condition Covenants . . . . . . . . . . . . . . . .48
     8.2.      Limitation on Indebtedness. . . . . . . . . . . . . . . . . .49
     8.3.      Limitation on Liens . . . . . . . . . . . . . . . . . . . . .51
     8.4.      Limitation on Guarantee Obligations . . . . . . . . . . . . .52
     8.5.      Limitation on Fundamental Changes . . . . . . . . . . . . . .53
     8.6.      Limitation on Sale of Assets. . . . . . . . . . . . . . . . .53
     8.7.      Limitation on Leases. . . . . . . . . . . . . . . . . . . . .54
     8.8.      Limitation on Dividends . . . . . . . . . . . . . . . . . . .54
     8.9.      Limitation on Capital Expenditures. . . . . . . . . . . . . .54
     8.10.     Limitation on Investments, Loans and Advances . . . . . . . .55
     8.11.     Limitation on Optional Payments and Modifications of Debt I .57



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     8.12.     Limitation on Transactions with Affiliates. . . . . . . . . .57
     8.13.     Limitation on Sales and Leasebacks. . . . . . . . . . . . . .58
     8.14.     Limitation on Changes in Fiscal Year. . . . . . . . . . . . .58
     8.15.     Limitation on Negative Pledge Clauses . . . . . . . . . . . .58
     8.16.     Limitation on Lines of Business; Creation of Subsidiaries . .58
     8.17.     Limitation on Borrowings. . . . . . . . . . . . . . . . . . .58

SECTION 9.     EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . .58

SECTION 10.    THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . .62
     10.1.     Appointment . . . . . . . . . . . . . . . . . . . . . . . . .62
     10.2.     Delegation of Duties. . . . . . . . . . . . . . . . . . . . .62
     10.3.     Exculpatory Provisions. . . . . . . . . . . . . . . . . . . .62
     10.4.     Reliance by Agent . . . . . . . . . . . . . . . . . . . . . .62
     10.5.     Notice of Default . . . . . . . . . . . . . . . . . . . . . .63
     10.6.     NonReliance on Agent and Other Lenders. . . . . . . . . . . .63
     10.7.     Indemnification . . . . . . . . . . . . . . . . . . . . . . .63
     10.8.     Agent in Its Individual Capacity. . . . . . . . . . . . . . .64
     10.9.     Successor Agent . . . . . . . . . . . . . . . . . . . . . . .64

SECTION 11.    MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .64
     11.1.     Amendments and Waivers. . . . . . . . . . . . . . . . . . . .64
     11.2.     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .65
     11.3.     No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . .66
     11.4.     Survival of Representations and Warranties. . . . . . . . . .66
     11.5.     Payment of Expenses and Taxes . . . . . . . . . . . . . . . .66
     11.6.     Successors and Assigns; Participations and Assignments. . . .67
     11.7.     Adjustments; Setoff . . . . . . . . . . . . . . . . . . . . .70
     11.8.     Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .70
     11.9.     Severability. . . . . . . . . . . . . . . . . . . . . . . . .70
     11.10.    Integration . . . . . . . . . . . . . . . . . . . . . . . . .70
     11.11.    GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . .71
     11.12.    Submission To Jurisdiction; Waivers . . . . . . . . . . . . .71
     11.13.    Acknowledgements. . . . . . . . . . . . . . . . . . . . . . .71
     11.14.    WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . .72


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      SCHEDULES

          A     Performance Pricing Grid
          1.1   Commitments and Address of Lenders
          5.14  Subsidiaries
          5.16  Environmental Matters
          8.3   Existing Liens

     EXHIBITS

          A-1   Form of Revolving Credit Note
          A-2   Form of Swing Line Note
          B     Form of Guarantee and Collateral Agreement
          C-1   Form of Opinion of Borrower's Counsel
          C-2   Form of Opinion of Local Counsel
          D     Form of Borrowing Certificate
          E     Form of Assignment and Acceptance
          F     Terms and Conditions of Senior Subordinated Notes
          G     Form of Exemption Certificate






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          CREDIT AGREEMENT, dated as of February 14, 1997, among AFTERMARKET
TECHNOLOGY CORP., a Delaware corporation (the "BORROWER"), the several banks and
other financial institutions from time to time parties to this Agreement (the
"LENDERS") and THE CHASE MANHATTAN BANK, a New York banking corporation, as
agent for the Lenders hereunder.

          The parties hereto hereby agree as follows:

          WHEREAS, the Borrower has requested that the Lenders make available to
it a revolving credit facility in the amount of $100,000,000 upon the terms and
subject to the conditions set forth herein; and

          WHEREAS, the Lenders are willing to provide such financing to the
Borrower on the terms and subject to the conditions set forth herein;

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

                               SECTION 1.  DEFINITIONS

          1.1  DEFINED TERMS.  As used in this Agreement, the following terms
shall have the following meanings:

          "ABR":  for any day, a rate per annum (rounded upwards, if necessary,
     to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
     effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
     (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
     For purposes hereof:  "PRIME RATE" shall mean the rate of interest per
     annum publicly announced from time to time by the Agent as its prime rate
     in effect at its principal office in New York City (the Prime Rate not
     being intended to be the lowest rate of interest charged by the Chase
     Manhattan Bank in connection with extensions of credit to debtors); "BASE
     CD RATE" shall mean the sum of (a) the product of (i) the Three-Month
     Secondary CD Rate and (ii) a fraction, the numerator of which is one and
     the denominator of which is one minus the C/D Reserve Percentage and (b)
     the C/D Assessment Rate; "C/D ASSESSMENT RATE" shall mean, for any day, the
     annual assessment rate in effect on such day which is payable by a member
     of the Bank Insurance Fund maintained by the Federal Deposit Insurance
     Corporation (the "FDIC") classified as well-capitalized and within
     supervisory subgroup "B" (or a comparable successor assessment risk
     classification) within the meaning of 12 C.F.R. Section 327.3(d) (or any
     successor provision) to the FDIC (or any successor) for the FDIC's (or such
     successor's) insuring time deposits at offices of such institution in the
     United States; "C/D RESERVE PERCENTAGE" shall mean, for any day, that
     percentage (expressed as a decimal) which is in effect on such day, as
     prescribed by the Board of Governors of the Federal Reserve System (or any
     successor), for determining the maximum reserve requirement for a
     Depositary Institution (as defined in Regulation D of the Board) in respect
     of new non-personal time deposits in Dollars having a maturity of 30 days
     or more; "THREE-MONTH


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     SECONDARY CD RATE" shall mean, for any day, the secondary market rate for
     three-month certificates of deposit reported as being in effect on such day
     (or, if such day shall not be a Business Day, the next preceding Business
     Day) by the Board of Governors of the Federal Reserve System (the "BOARD")
     through the public information telephone line of the Federal Reserve Bank
     of New York (which rate will, under the current practices of the Board, be
     published in Federal Reserve Statistical Release H.15(519) during the week
     following such day), or, if such rate shall not be so reported on such day
     or such next preceding Business Day, the average of the secondary market
     quotations for three-month certificates of deposit of major money center
     banks in New York City received at approximately 10:00 A.M., New York City
     time, on such day (or, if such day shall not be a Business Day, on the next
     preceding Business Day) by the Agent from three New York City negotiable
     certificate of deposit dealers of recognized standing selected by it; and
     "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, 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 on the next succeeding 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 the day of such
     transactions received by the Agent from three federal funds brokers of
     recognized standing selected by it. Any change in the ABR due to a change
     in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
     Effective Rate shall be effective as of the opening of business on the
     effective day of such change in the Prime Rate, the Three-Month Secondary
     CD Rate or the Federal Funds Effective Rate, respectively.

          "ABR LOANS":  Loans the rate of interest applicable to which is based
     upon the ABR.

          "ADJUSTMENT DATE":  each date on or after June 30, 1997, that is the
     second Business Day following receipt by the Agent of both (i) the
     financial statements required to be delivered pursuant to subsection 7.1(a)
     or 7.1(b), as applicable, for the most recently completed four fiscal
     quarters and (ii) the related Compliance Certificate required to be
     delivered pursuant to subsection 7.2(b) with respect to such four fiscal
     quarters.

          "AFFILIATE":  as to any Person, any other Person (other than a
     Subsidiary) which, directly or indirectly, is in control of, is controlled
     by, or is under common control with, such Person.  For purposes of this
     definition, "control" of a Person means the power, directly or indirectly,
     either to (a) vote 10% or more of the securities having ordinary voting
     power for the election of directors of such Person or (b) direct or cause
     the direction of the management and policies of such Person, whether by
     contract or otherwise.

          "AGENT":  the Chase Manhattan Bank, together with its affiliates, as
     the arranger of the Commitments and as the agent for the Lenders under this
     Agreement and the other Loan Documents.


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          "AGGREGATE OUTSTANDING EXTENSIONS OF CREDIT":  as to any Lender at any
     time, an amount equal to the sum of (a) the aggregate principal amount of
     all Loans made by such Lender then outstanding, (b) such Lender's
     Commitment Percentage of the aggregate unpaid principal amount at such time
     of all Swing Line Loans, PROVIDED that for purposes of calculating
     Available Commitments pursuant to subsection 4.1(a) such amount shall be
     zero and (c) such Lender's Commitment Percentage of the L/C Obligations
     then outstanding.

          "AGREEMENT":  this Credit Agreement, as amended, supplemented or
     otherwise modified from time to time.

          "APPLICABLE MARGIN":  for the period from the Closing Date until the
     first Adjustment Date, the Applicable Margin in respect of Loans shall
     equal the rate per annum set forth under the relevant column heading below:

                                             Eurodollar
                         Abr Loans             Loans
                         ---------           ---------

                           0.25%                1.25%

     PROVIDED such Applicable Margin will be adjusted on each Adjustment Date to
     the applicable rate per annum set forth under the heading "ABR Applicable
     Margin" or "Eurodollar Applicable Margin" on Schedule A which corresponds
     to the Leverage Ratio determined from the financial statements and
     Compliance Certificate relating to the end of the four fiscal quarters of
     the Borrower immediately preceding such Adjustment Date; PROVIDED, FURTHER
     that in the event that the financial statements required to be delivered
     pursuant to subsection 7.1(a) or 7.1(b), as applicable, and the related
     Compliance Certificate required to be delivered pursuant to subsection
     7.2(b), are not delivered when due, then

                (a)  if such financial statements and Compliance Certificate are
          delivered after the date such financial statements and Compliance
          Certificate were required to be delivered (without giving effect to
          any applicable cure period) and the Applicable Margin increases from
          that previously in effect as a result of the delivery of such
          financial statements and Compliance Certificate, then the Applicable
          Margin in respect of the Loans during the period from the date upon
          which such financial statements and Compliance Certificate were
          required to be delivered (without giving effect to any applicable cure
          period) until the date upon which they actually are delivered shall,
          except as otherwise provided in clause (c) below, be the Applicable
          Margin as so increased;

                (b)  if such financial statements and Compliance Certificate are
          delivered after the date such financial statements and Compliance
          Certificate were required to be delivered and the Applicable Margin
          decreases from that previously in effect as a result of the delivery
          of such financial statements and Compliance Certificate, then such
          decrease in the Applicable Margin shall not


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<PAGE>

          become applicable until the date upon which such financial statements
          and Compliance Certificate actually are delivered; and

                (c)  if such financial statements and Compliance Certificate are
          not delivered prior to the expiration of the applicable cure period,
          then, effective upon such expiration, for the period from the date
          upon which such financial statements and Compliance Certificate were
          required to be delivered (after the expiration of the applicable cure
          period) until two Business Days following the date upon which such
          financial statements and Compliance Certificate actually are
          delivered, the Applicable Margin in respect of the Loans shall be
          0.25% per annum, in the case of ABR Loans, and 1.25% per annum, in the
          case of Eurodollar Loans.

          "APPLICATION":  an application, in such form as the Issuing Lender may
     specify from time to time, requesting the Issuing Lender to open a Letter
     of Credit.

          "ASSIGNEE":  as defined in subsection 11.6(c).

          "AVAILABLE COMMITMENT":  as to any Lender at any time, an amount equal
     to the excess, if any, of (a) the amount of such Lender's Commitment over
     (b) such Lender's Aggregate Outstanding Extensions of Credit.

          "AURORA": Aurora Capital Partners L.P., a California limited
     partnership.

          "BANK ASSIGNEE":  as defined in subsection 11.6(c).

          "BORROWING CERTIFICATE":  a certificate of the Borrower, substantially
     in the form of Exhibit D.

          "BORROWING DATE":  any Business Day specified in a notice pursuant to
     subsection 2.2 or 2.4 as a date on which the Borrower requests the Lenders
     to make Loans hereunder.

          "BUSINESS":  as defined in subsection 5.16.

          "BUSINESS DAY":  a day other than a Saturday, Sunday or other day on
     which commercial banks in New York City are authorized or required by law
     to close.

          "CANADIAN SUBSIDIARIES":  Mascot and King-O-Matic.

          "CAPITAL STOCK":  any and all shares, interests, participations or
     other equivalents (however designated) of capital stock of a corporation,
     any and all equivalent ownership interests in a Person (other than a
     corporation) and any and all warrants or options to purchase any of the
     foregoing.


                                        4

<PAGE>

          "CASH EQUIVALENTS":  (a)  securities with maturities of one year or
     less from the date of acquisition issued or fully guaranteed or insured by
     the United States Government or any agency thereof, (b) certificates of
     deposit of any Lender, eurodollar deposits, time deposits, overnight bank
     deposits, bankers acceptances and repurchase agreements of any commercial
     bank which has capital and surplus in excess of $200,000,000 having
     maturities of one year or less from the date of acquisition, (c) commercial
     paper of an issuer rated at least A-2 by Standard & Poor's Corporation and
     P-2 by Moody's Investors Service, Inc., or carrying an equivalent rating by
     a nationally recognized rating agency if both of the two named rating
     agencies cease publishing ratings of investments having maturities of six
     months or less from the date of acquisition, (d) securities with maturities
     of one year or less from the date of acquisition issued or fully guaranteed
     by any state, commonwealth or territory of the United States, by any
     political subdivision or taxing authority of any such state, commonwealth
     or territory or by any foreign government, the securities of which state,
     commonwealth, territory, political subdivision, taxing authority or foreign
     government (as the case may be) are rated at least AA by S&P or Aa by
     Moody's, (e) securities with maturities of one year or less from the date
     of acquisition fully backed by standby letters of credit issued by any
     Lender or any commercial bank in each case satisfying the requirements of
     clause (b) of this definition and (f) money market accounts or funds which
     invest primarily in the types of securities described in (a) through (c)
     above.

          "CHANGE OF CONTROL":  the occurrence of any of the following events:
     (i) any sale, transfer or other conveyance, whether direct or indirect, of
     all or substantially all of the assets of the Borrower, on a consolidated
     basis, in one transaction or a series of related transactions, if,
     immediately after giving effect to such transaction, any Person or "group"
     (within the meaning of Section 13(d) or 14(d) of the Securities Exchange
     Act of 1934, as amended) other than any Excluded Person is or becomes the
     "beneficial owner," directly or indirectly, of more than 35% of the total
     voting power in the aggregate normally entitled to vote in the election of
     directors, managers or trustees, as applicable, of the transferee, (ii) any
     Person or "group" (within the meaning of Section 13(d) or 14(d) of the
     Securities Exchange Act of 1934, as amended) other than any Excluded Person
     is or becomes the "beneficial owner," directly or indirectly, of more than
     35% of the total voting power in the aggregate of all classes of Capital
     Stock of the Borrower then outstanding normally entitled to vote in
     elections of directors, unless the percentage so owned by Excluded Persons
     is greater or (iii) during any period of 12 consecutive months after the
     Closing Date, individuals who at the beginning of any such 12 month period
     constituted the Board of Directors of the Borrower (together with any new
     directors whose election by such Board or whose nomination for election by
     the shareholders of the Borrower was approved by a vote of a majority of
     the directors then still in office who were either directors at the
     beginning of such period or whose election or nomination for election was
     previously so approved) cease for any reason to constitute a majority of
     the Board of Directors of the Borrower then in office.

          "CHASE":  the Chase Manhattan Bank, a New York banking corporation.


                                        5

<PAGE>

          "CLOSING DATE":  the date on which the conditions precedent set forth
     in subsection 6.1 shall be satisfied or waived.

          "CODE":  the Internal Revenue Code of 1986, as amended.

          "COLLATERAL":  all assets of the Loan Parties, now owned or
     hereinafter acquired, upon which a Lien is purported to be created by any
     Security Agreement.

          "COMMERCIAL LETTER OF CREDIT":  as defined in subsection.

          "COMMITMENT":  as to any Lender, the obligation of such Lender to make
     Loans to and/or issue or participate in Letters of Credit on behalf of the
     Borrower in a principal amount not to exceed the amount set forth opposite
     such Lender's name on Schedule 1.1, as such amount may be reduced from time
     to time in accordance with the provisions of this Agreement.

          "COMMITMENT PERCENTAGE":  as to any Lender at any time, the percentage
     which such Lender's Commitment then constitutes of the aggregate
     Commitments (or, at any time after the Commitments shall have expired or
     been terminated, the percentage which the aggregate principal amount of
     such Lender's Loans then outstanding constitutes of the aggregate principal
     amount of the Loans then outstanding).

          "COMMITMENT PERIOD":  the period from and including the Closing Date
     to but not including the Termination Date or such earlier date on which the
     Commitments shall terminate as provided herein.

          "COMMONLY CONTROLLED ENTITY":  an entity, whether or not incorporated,
     which is under common control with the Borrower within the meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414 of the Code.

          "COMPLIANCE CERTIFICATE":  as defined in subsection 7.2(b).

          "CONSOLIDATED CAPITAL EXPENDITURES":  of any Person for any period,
     the amount of expenditures of such Person, determined on a consolidated
     basis in accordance with GAAP (whether accrued under Capital Leases or
     otherwise), for such period in respect of the purchase or other acquisition
     of fixed or capital assets (excluding any such asset acquired in connection
     with normal replacement and maintenance programs properly charged to
     current operations).

          "CONSOLIDATED EBITDA":  of any Person for any period, Consolidated Net
     Income of such Person for such period PLUS, without duplication and to the
     extent reflected as a charge in the statement of such Consolidated Net
     Income, the sum of (a) provision for income and franchise tax expense, (b)
     Consolidated Interest Expense, (c) depreciation and amortization expense,
     (d) amortization of intangibles (including, but not limited to, goodwill),
     organization costs and deferred financing costs, (e)

                                         6

<PAGE>


     writeoff of goodwill and other non cash charges, including, without
     limitation, interest expense representing payment in the form of non-cash
     "payment-in-kind" instruments, and (f) any extraordinary losses (including,
     whether or not otherwise includable as a separate item in the statement of
     such Consolidated Net Income, losses on the sales of assets outside of the
     ordinary course of business), MINUS, without duplication and to the extent
     reflected as a charge in the statement of such Consolidated Net Income, any
     extraordinary gains (including, whether or not otherwise includable as a
     separate item in the statement of such Consolidated Net Income, gains on
     the sales of assets outside of the ordinary course of business).

          "CONSOLIDATED INTEREST EXPENSE":  of any Person for any period the
     amount of cash interest expense, determined on a consolidated basis in
     accordance with GAAP, for such period on the aggregate principal amount of
     its Indebtedness.

          CONSOLIDATED LEASE EXPENSE": for any Person for any period, the
     aggregate amount of fixed and contingent rentals payable by such Person
     with respect to such period, determined on a consolidated basis in
     accordance with GAAP, for such period with respect to operating leases of
     real and personal property.

          "CONSOLIDATED NET INCOME":  of any Person for any period, net income
     of such Person for such period, determined on a consolidated basis in
     accordance with GAAP.

          "CONSOLIDATED NET WORTH": of any Person, as of the date of
     determination, the sum of (i) all items which in conformity with GAAP would
     be included under shareholders' equity on a consolidated balance sheet of
     such Person at such date PLUS (ii) mandatorily redeemable preferred stock
     of the Borrower which by its terms is not mandatorily redeemable or
     redeemable at the option of the holder thereof prior to the Termination
     Date.

          "CONSOLIDATED TOTAL INDEBTEDNESS": of any Person, as of the date of
     determination, all Indebtedness of such Person which, in accordance with
     GAAP, would be included as Indebtedness on a consolidated balance sheet of
     such Person at such date.

          "CONTRACTUAL OBLIGATION":  as to any Person, any provision of any
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     property is bound.

          "CSI":  Chase Securities Inc.

          "DEFAULT":  any of the events specified in Section 9, whether or not
     any requirement for the giving of notice, the lapse of time, or both, or
     any other condition, has been satisfied.

          "DOLLARS" and "$":  dollars in lawful currency of the United States of
     America.


                                        7
<PAGE>

          "ELIGIBLE ACCOUNTS":  the gross outstanding balance, determined in
     accordance with GAAP and stated on a basis consistent with the historical
     practices of the Borrower as of the date hereof, of accounts receivable of
     the Borrower and its Subsidiaries arising out of sales of goods or services
     made by the Borrower and its Subsidiaries in the ordinary course of
     business ("ACCOUNTS") that the Borrower, in its reasonable discretion,
     shall deem eligible, less all finance charges, late fees and other fees
     that are unearned, and less (i) the value of any accrual which has been
     recorded by the Borrower with respect to downward price adjustments and
     (ii) such other reserves as the Borrower, in its reasonable discretion,
     shall deem appropriate.

          "ELIGIBLE INVENTORY":  all inventory of the Borrower and its
     Subsidiaries ("INVENTORY"), valued at the lower of (i) cost determined in
     accordance with GAAP and stated on a basis consistent with the historical
     practices of the Borrower as of the date hereof or (ii) market value, that
     the Borrower, in its reasonable discretion, shall deem eligible, reduced by
     (x) the value of reserves which have been recorded by the Borrower with
     respect to obsolete, slow-moving or excess Inventory and (y) such other
     reserves as the Borrower, in its reasonable discretion, shall deem
     appropriate.

          "ENVIRONMENTAL LAWS":  any and all foreign, Federal, state, local or
     municipal laws, rules, orders, regulations, statutes, ordinances, codes,
     decrees, requirements of any Governmental Authority or other Requirements
     of Law (including common law) regulating, relating to or imposing liability
     or standards of conduct concerning protection of human health or the
     environment, as now or may at any time hereafter be in effect.

          "ERISA":  the Employee Retirement Income Security Act of 1974, as
     amended from time to time.

          "EUROCURRENCY RESERVE REQUIREMENTS":  for any day as applied to a
     Eurodollar Loan, the aggregate (without duplication) of the rates
     (expressed as a decimal fraction) of reserve requirements in effect on such
     day (including, without limitation, basic, supplemental, marginal and
     emergency reserves under any regulations of the Board of Governors of the
     Federal Reserve System or other Governmental Authority having jurisdiction
     with respect thereto) dealing with reserve requirements prescribed for
     eurocurrency funding (currently referred to as "Eurocurrency Liabilities"
     in Regulation D of such Board) maintained by the Agent.

          "EURODOLLAR BASE RATE":  with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan, the rate per annum equal to the
     rate at which Chase is offered Dollar deposits at or about 10:00 A.M., New
     York City time, two Business Days prior to the beginning of such Interest
     Period in the interbank eurodollar market where the eurodollar and foreign
     currency and exchange operations in respect of its Eurodollar Loans are
     then being conducted for delivery on the first day of such Interest Period
     for the number of days comprised therein and in an amount comparable to the
     amount of its Eurodollar Loan to be outstanding during such Interest
     Period.


                                        8
<PAGE>

          "EURODOLLAR LOANS":  Loans the rate of interest applicable to which is
     based upon the Eurodollar Rate.

          "EURODOLLAR RATE":  with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan, a rate per annum determined for
     such day in accordance with the following formula (rounded upward to the
     nearest 1/100th of 1%):

                         EURODOLLAR BASE RATE
                   ----------------------------------
                   1.00 - Eurocurrency Reserve Requirements

          "EURODOLLAR TRANCHE":  the collective reference to Eurodollar Loans
     the then current Interest Periods with respect to all of which begin on the
     same date and end on the same later date (whether or not such Loans shall
     originally have been made on the same day).

          "EVENT OF DEFAULT":  any of the events specified in Section 9,
     PROVIDED that any requirement for the giving of notice, the lapse of time,
     or both, or any other condition, has been satisfied.

          "EXCLUDED PERSON":  (a) the Borrower or any wholly-owned Subsidiary
     which is a Guarantor, (b) any employee benefit plan of the Borrower or any
     wholly owned Subsidiary which is a Guarantor or any trustee or similar
     fiduciary holding Capital Stock of the Borrower for or pursuant to the
     terms of any such plan and (c) all Related Persons of the Borrower as of
     the Closing Date and any Person that becomes a Related Person of such
     Related Person thereafter.

          "EXISTING CREDIT AGREEMENTS":  the Credit Agreement, dated as of July
     19, 1994, among the Borrower, the several banks and other financial
     institutions from time to time parties thereto and the Chase Manhattan Bank
     (as successor to Chemical Bank) as agent, and the $6,500,000 Promissory
     Note, dated January 31, 1997 made by the Borrower for the benefit of Chase.

          "EXTENSION OF CREDIT":  as to any Lender, the making of (a) a Loan by
     such Lender, (b) a Swing Line Loan or (c) the issuance of, or participation
     in, a Letter of Credit by such Lender.

          "FINANCING LEASE":  any lease of property, real or personal, the
     obligations of the lessee in respect of which are required in accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "GAAP":  generally accepted accounting principles in the United States
     of America in effect from time to time.


                                        9
<PAGE>

          "GOVERNMENTAL AUTHORITY":  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.

          "GUARANTEE AND COLLATERAL AGREEMENT":  the guarantee and collateral
     agreement to be executed and delivered by the Borrower and its domestic
     Subsidiaries, substantially in the form of Exhibit B, as the same may be
     amended, supplemented or otherwise modified from time to time.

          "GUARANTEE OBLIGATION":  as to any Person (the "GUARANTEEING PERSON"),
     any obligation of (a) the guaranteeing person or (b) another Person
     (including, without limitation, any bank under any letter of credit) to
     induce the creation of which the guaranteeing person has issued a
     reimbursement, counterindemnity or similar obligation, in either case
     guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
     or other obligations (the "PRIMARY OBLIGATIONS") of any other third Person
     (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
     including, without limitation, any obligation of the guaranteeing person,
     whether or not contingent, (i) to purchase any such primary obligation or
     any property constituting direct or indirect security therefor, (ii) to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation or (2) to maintain working capital or equity capital of the
     primary obligor or otherwise to maintain the net worth or solvency of the
     primary obligor, (iii) to purchase property, securities or services
     primarily for the purpose of assuring the owner of any such primary
     obligation of the ability of the primary obligor to make payment of such
     primary obligation or (iv) otherwise to assure or hold harmless the owner
     of any such primary obligation against loss in respect thereof; PROVIDED,
     HOWEVER, that the term Guarantee Obligation shall not include endorsements
     of instruments for deposit or collection in the ordinary course of
     business.  The amount of any Guarantee Obligation of any guaranteeing
     person as of any date of determination shall be deemed to be the lower of
     (a) an amount equal to the then stated or determinable amount of the
     primary obligation in respect of which such Guarantee Obligation is made
     and (b) the maximum amount for which such guaranteeing person may be liable
     pursuant to the terms of the instrument embodying such Guarantee
     Obligation, unless such primary obligation and the maximum amount for which
     such guaranteeing person may be liable are not stated or determinable, in
     which case the amount of such Guarantee Obligation shall be such
     guaranteeing person's maximum reasonably anticipated liability in respect
     thereof as determined by such Person in good faith.

          "GUARANTOR":  any Person delivering a guarantee pursuant to the
     Guarantee and Collateral Agreement.

          "HEDGING AGREEMENT":  with respect to any Person, any interest rate or
     currency exchange rate swap agreement, interest or currency exchange rate
     future, interest or currency exchange rate option, interest or currency
     exchange rate cap or other interest or currency rate hedge arrangement, to
     or under which such Person is a party or a beneficiary.


                                       10

<PAGE>

          "INDEBTEDNESS":  of any Person at any date, (a) all indebtedness of
     such Person for borrowed money or for the deferred purchase price of
     property or services (other than trade liabilities and accrued expenses
     incurred in the ordinary course of business and payable not more than 12
     months after the incurrence thereof in accordance with customary
     practices), (b) any other indebtedness of such Person which is evidenced by
     a note, bond, debenture or similar instrument, (c) all obligations of such
     Person under Financing Leases, (d) all obligations of such Person in
     respect of acceptances issued or created for the account of such Person,
     (e) all liabilities secured by any Lien on any property owned by such
     Person even though such Person has not assumed or otherwise become liable
     for the payment thereof, (f) unreimbursed drawings under letters of credit
     and (g) for the purposes of subsection 8.2 (other than clauses (a) through
     (f) and (h) thereof) and 9(e) only, all obligations or liabilities under
     Hedging Agreements, PROVIDED that for the purposes of subsection 9(e), the
     "principal amount" of the obligations of such Person in respect of any
     Hedging Agreement at any time shall be the maximum aggregate amount (giving
     effect to any netting agreements) that such Person would be required to pay
     if such Hedging Agreement were terminated at such time.  For the purposes
     of any financial calculation hereunder, the amount of any Indebtedness at
     any date shall be the principal or similar primary amount of such
     obligation on such date, including capitalized interest (i.e., indebtedness
     issued in lieu of cash payment of interest or interest on which interest is
     accruing) and capitalized payment obligations with respect thereto, in each
     such case, as of such date.

          "INDENTURES":  as defined in subsection 5.20.

          "INSOLVENCY":  with respect to any Multiemployer Plan, the condition
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "INSOLVENT":  pertaining to a condition of Insolvency.

          "INTEREST PAYMENT DATE":  (a) as to any ABR Loan, the last day of each
     March, June, September and December to occur while such Loan is
     outstanding, (b) as to any Eurodollar Loan having an Interest Period of
     three months or less, the last day of such Interest Period and (c) as to
     any Eurodollar Loan having an Interest Period longer than three months,
     each day which is three months, or a whole multiple thereof, after the
     first day of such Interest Period and the last day of such Interest Period.

          "INTEREST PERIOD":  with respect to any Eurodollar Loan:

                (i)  initially, the period commencing on the borrowing or
          conversion date, as the case may be, with respect to such Eurodollar
          Loan and ending one, two, three, six or, if available, nine months
          thereafter, as selected by the Borrower in its notice of borrowing or
          notice of conversion, as the case may be, given with respect thereto;
          and

                (ii)  thereafter, each period commencing on the last day of the
          next preceding Interest Period applicable to such Eurodollar Loan and
          ending one,


                                       11

<PAGE>

          two, three, six or, if available, nine months thereafter, as selected
          by the Borrower by irrevocable notice to the Agent not less than three
          Business Days prior to the last day of the then current Interest
          Period with respect thereto;

PROVIDED that, all of the foregoing provisions relating to Interest Periods are
subject to the following:

                (1)  if any Interest Period pertaining to a Eurodollar Loan
          would otherwise end on a day that is not a Business Day, such Interest
          Period shall be extended to the next succeeding Business Day unless
          the result of such extension would be to carry such Interest Period
          into another calendar month in which event such Interest Period shall
          end on the immediately preceding Business Day;

                (2) any Interest Period that would otherwise extend beyond the
          Termination Date shall end on the Termination Date; and

                (3) any Interest Period pertaining to a Eurodollar Loan that
          begins on the last Business Day of a calendar month (or on a day for
          which there is no numerically corresponding day in the calendar month
          at the end of such Interest Period) shall end on the last Business Day
          of a calendar month.

          "ISSUING LENDER":  Chase or one of its Affiliates or another Lender or
     Lenders designated by the Borrower and the Agent.

          "KING-O-MATIC":  King-O-Matic Industries Limited, a Canadian
     subsidiary of the Borrower.

          "L/C OBLIGATIONS":  at any time, an amount equal to the sum of (a) the
     aggregate then undrawn and unexpired amount of the then outstanding Letters
     of Credit and (b) the aggregate amount of drawings under Letters of Credit
     which have not then been reimbursed pursuant to subsection.

          "L/C PARTICIPANTS":  the collective reference to all the Lenders
     holding Commitments other than the Issuing Lender.

          "LETTERS OF CREDIT":  as defined in subsection.

          "LEVERAGE RATIO":  as of the end of each fiscal quarter of the
     Borrower, with respect to the Borrower and its Subsidiaries on a
     consolidated basis, the ratio of Consolidated Total Indebtedness as of such
     date to Consolidated EBITDA for the four fiscal quarters of the Borrower
     then ended.

          "LIEN":  any mortgage, pledge, hypothecation, assignment, deposit
     arrangement, encumbrance, lien (statutory or other), charge or other
     security interest or any


                                       12

<PAGE>

     preference, priority or other security agreement or preferential
     arrangement of any kind or nature whatsoever which makes any property or
     asset available for the payment or performance of any liability in priority
     to the payment or performance of ordinary, unsecured creditors (including,
     without limitation, any conditional sale or other title retention agreement
     and any Financing Lease having substantially the same economic effect as
     any of the foregoing).

          "LOAN":  any loan made by any Lender pursuant to this Agreement.

          "LOAN DOCUMENTS":  this Agreement, the Notes, the Applications and the
     Security Agreements.

          "LOAN PARTIES":  the Borrower and each Subsidiary which is a party to
     a Loan Document.

          "MASCOT":  Mascot Truck Parts Inc., a Canadian subsidiary of the
     Borrower.

          "MATERIAL ADVERSE EFFECT":  a material adverse effect on (a) the
     business, operations, property, condition (financial or otherwise) of the
     Borrower and its Subsidiaries taken as a whole or (b) the validity or
     enforceability of this Agreement, any of the Notes or any Application or
     any of the other Loan Documents or the material rights or remedies of the
     Agent or the Lenders hereunder or thereunder.

          "MATERIALS OF ENVIRONMENTAL CONCERN":  any gasoline or petroleum
     (including crude oil or any fraction thereof) or petroleum products or any
     hazardous or toxic substances, materials or wastes, defined or regulated as
     such in or under any Environmental Law, including, without limitation,
     asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

          "MULTIEMPLOYER PLAN":  a Plan which is a multiemployer plan as defined
     in Section 4001(a)(3) of ERISA.

          "NEW LENDING OFFICE":  as defined in subsection 4.12(b).

          "NET PROCEEDS":  with respect to any asset sale, the net amount equal
     to the aggregate amount received in cash (including any cash received by
     way of deferred payment pursuant to a note receivable, other non-cash
     consideration or otherwise, but only as and when such cash is so received)
     in connection with such asset sale MINUS the sum of (i) the principal
     amount of Indebtedness which is secured by any such asset (other than
     Indebtedness assumed by the purchaser of such asset) and which is required
     to be, and is, repaid in connection with the sale or disposition thereof
     (other than Indebtedness outstanding hereunder), (ii) the reasonable fees
     (including, without limitation, reasonable attorneys' fees), commissions
     and other out-of-pocket expenses (as evidenced by supporting documentation
     provided to the Agent and as reasonably approved by the Agent) incurred by
     the Borrower in connection with such asset sale


                                       13

<PAGE>

     and (iii) federal, state and local taxes incurred by the Borrower in
     connection with such sale, whether payable at such time or thereafter.

          "1994 SENIOR SUBORDINATED NOTES":  the senior subordinated notes due
     2004, in aggregate principal amount at any time outstanding not exceeding
     $120,000,000, issued by the Borrower pursuant to the Indenture dated as of
     August 2, 1994.

          "1995 SENIOR SUBORDINATED NOTES":  the senior subordinated notes due
     2004, in aggregate principal amount at any time outstanding not exceeding
     $40,000,000, issued by the Borrower pursuant to the Indenture dated as of
     June 1, 1995.

          "NON-EXCLUDED TAXES":  as defined in subsection 4.12(a).

          "NON-U.S. LENDER":  as the context requires, as defined in subsections
     4.12(b) and 11.6(d).

          "NOTES":  the collective reference to the Revolving Credit Notes and
     the Swing Line Note.

          "PARTICIPANT":  as defined in subsection 11.6(b).

          "PBGC":  the Pension Benefit Guaranty Corporation established pursuant
     to Subtitle A of Title IV of ERISA.

          "PERSON":  an individual, partnership, corporation, limited liability
     company, business trust, joint stock company, trust, unincorporated
     association, joint venture, Governmental Authority or other entity of
     whatever nature.

          "PLAN":  at a particular time, any employee benefit plan which is
     covered by ERISA and in respect of which the Borrower or a Commonly
     Controlled Entity is (or, if such plan were terminated at such time, would
     under Section 4069 of ERISA be deemed to be) an "employer" as defined in
     Section 3(5) of ERISA.

          "PROHIBITED TRANSACTION": a transaction that is prohibited under
     Section 4975 of the Code or Section 406 of ERISA and not exempt under
     Section 4975 of the Code or Section 408 of ERISA, respectively.

          "PROPERTIES":  as defined in subsection 5.16.

          "REGISTER":  as defined in subsection 11.6(d).

          "REGULATION U":  Regulation U of the Board of Governors of the Federal
     Reserve System as in effect from time to time.


                                       14

<PAGE>

          "REIMBURSEMENT OBLIGATION":  the obligation of the Borrower to
     reimburse the Issuing Lender pursuant to subSection for amounts drawn under
     Letters of Credit.

          "RELATED PERSON":  (a) any Person who controls, is controlled by or
     under common control with such Excluded Person; PROVIDED, HOWEVER, that for
     purposes of this definition "control" means the beneficial ownership of
     more than 50% of the total voting power of a Person normally entitled to
     vote in the election of directors, managers or trustees, as applicable of a
     Person and (b) as to any natural person, (i) such person's spouse, parents
     and descendants (whether by blood or adoption, and including stepchildren)
     and the spouses of any of such natural persons and (ii) any corporation,
     partnership, trust or other Person in which no one has any interest
     (directly or indirectly) except for any of such natural person, such
     spouse, parents and descendants (whether by blood or adoption, and
     including stepchildren) and the spouses of any of such natural persons.

          "REORGANIZATION":  with respect to any Multiemployer Plan, the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "REPORTABLE EVENT":  any of the events set forth in Section 4043(b) of
     ERISA, other than those events as to which the thirty day notice period is
     waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg.
     Section  4043.

          "REQUIRED LENDERS":  at any time, Lenders holding more than 50% of the
     Commitments in effect at such time or, if the Commitments have then
     terminated or are no longer in effect, the then outstanding Loans and the
     then outstanding participations, or potential participations, in the
     outstanding L/C Obligations (including, in the case of the Issuing Lender,
     its remaining direct interest therein).

          "REQUIREMENT OF LAW":  as to any Person, the Certificate of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator or a court or other Governmental Authority, in each case
     applicable to or binding upon such Person or any of its property or to
     which such Person or any of its property is subject.

          "RESPONSIBLE OFFICER":  the chief executive officer, the president or
     the chief financial officer of the Borrower.

          "REVOLVING CREDIT LOANS":  as defined in Section 2.1.

          "REVOLVING CREDIT NOTES":  as defined in Section 4.2(e).

          "SECURITY AGREEMENTS":  the collective reference to the Guarantee and
     Collateral Agreement, any leasehold mortgages and all other security
     documents hereafter delivered to the Agent granting a Lien on any asset or
     assets of any Person to secure the obligations and liabilities of the
     Borrower hereunder or under any of the


                                       15
<PAGE>

     other Loan Documents or to secure any guarantee of any such obligations and
     liabilities.

          "SENIOR SUBORDINATED NOTES":  the collective reference to the 1994
     Senior Subordinated Notes and the 1995 Senior Subordinated Notes.

          "SENIOR SUBORDINATED NOTE INDENTURE":  each of the respective
     Indentures described in the definitions of "1994 Senior Subordinated Notes"
     and "1995 Senior Subordinated Notes".

          "SINGLE EMPLOYER PLAN":  any Plan which is covered by Title IV of
     ERISA, but which is not a Multiemployer Plan.

          "SOLVENT" and "SOLVENCY":  with respect to any Person on a particular
     date, the condition that on such date, (a) the fair value of the property
     of such Person is greater than the total amount of liabilities, including,
     without limitation, contingent liabilities, of such Person, (b) the present
     fair salable value of the assets of such Person 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, (c) 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, and (d)
     such Person is not engaged in business or a transaction, and is not about
     to engage in business or a transaction, for which such Person's property
     would constitute an unreasonably small amount of capital.

          "SPECIFIED PREFERRED STOCK":  any preferred stock of the Borrower (as
     designated in the Borrower's charter documents in effect on the date
     hereof) issued to common stockholders from time to time (i) compliance with
     the terms of which would not violate or be inconsistent with any of the
     provisions of this Agreement and (ii) which does not have any mandatory
     payment, dividend, redemption or similar covenants.

          "STANDBY LETTER OF CREDIT":  as defined in paragraph.

          "SUBSIDIARY":  as to any Person, a corporation, partnership or other
     entity of which shares of stock or other ownership interests having
     ordinary voting power (other than stock or such other ownership interests
     having such power only by reason of the happening of a contingency) to
     elect a majority of the board of directors or other managers of such
     corporation, partnership or other entity are at the time owned, or the
     management of which is otherwise controlled, directly or indirectly through
     one or more intermediaries, or both, by such Person.  Unless otherwise
     qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
     Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

          "SWING LINE COMMITMENT":  the Swing Line Lender's  obligation to make
     Swing Line Loans pursuant to subsection 2.4.


                                       16
<PAGE>

          "SWING LINE LENDER":  Chase in its capacity as provider of the Swing
     Line Loans.

          "SWING LINE LOANS":  as defined in subsection 2.4.

          "SWING LINE NOTE":  as defined in subsection 2.4.

          "TERMINATION DATE":  December 31, 2001.

          "TRANSFEREE":  as defined in subsection 11.6(f).

          "TYPE":  as to any Loan, its nature as an ABR Loan or a Eurodollar
     Loan.

          "UNIFORM CUSTOMS":  the Uniform Customs and Practice for Documentary
     Credits (1993 Revision), International Chamber of Commerce Publication No.
     500, as the same may be amended from time to time.

          1.2  OTHER DEFINITIONAL PROVISIONS.  (a)  Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes or any certificate or other document made or delivered
pursuant hereto.

          (b)  As used herein and in the Notes, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

          (c)  The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

          (d)   The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                  SECTION 2.  AMOUNT AND TERMS OF CREDIT COMMITMENTS

          2.1  COMMITMENTS.  (a)  Subject to the terms and conditions hereof,
each Lender severally agrees to make revolving credit loans (each a "REVOLVING
CREDIT LOAN", collectively, "REVOLVING CREDIT LOANS") to the Borrower from time
to time during the Commitment Period in an aggregate principal amount at any one
time outstanding which, when added to such Lender's Commitment Percentage of the
then outstanding L/C Obligations and Swing Line Loans (after giving effect to
any repayment of Swing Line Loans at the time of the making of such Revolving
Credit Loans), does not exceed the amount of such Lender's Commitment.


                                       17

<PAGE>

          (b)   The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Agent in accordance with subsections 2.2 or
4.4, as applicable, PROVIDED that no Revolving Credit Loan shall be made as a
Eurodollar Loan after the day that is one month prior to the Termination Date.
During the Commitment Period the Borrower may use the Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.

          2.2  PROCEDURE FOR BORROWING.   The Borrower may borrow under the
Commitments during the Commitment Period on any Business Day, PROVIDED that the
Borrower shall give the Agent, except as expressly set forth in subsections 3.4
and 4.8, irrevocable notice (which notice must be received by the Agent prior to
11:00 A.M., New York City time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Loans are to be initially
Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date,
otherwise), specifying (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR
Loans or a combination thereof and (iv) if the borrowing is to be entirely or
partly of Eurodollar Loans, the respective amounts of each such Type of Loan and
the respective lengths of the initial Interest Periods therefor.  Each borrowing
under the Commitments shall be in an amount equal to $1,000,000 or a whole
multiple of $500,000 in excess thereof (or, if the then aggregate Available
Commitments are less than $500,000, such lesser amount). Upon receipt of any
such notice from the Borrower, the Agent shall promptly notify each Lender
thereof.  Each Lender will make the amount of its pro rata share of each
borrowing available to the Agent for the account of the Borrower at the office
of the Agent specified in subsection 11.2 prior to 1:00 P.M., New York City
time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Agent, PROVIDED that, the Borrower shall give the Agent and the
Lenders irrevocable notice by 11:00 A.M. New York City time one Business Day
before the requested Borrowing Date, if the Closing Date is a Borrowing Date,
and on such date each Lender shall make such funds available to the Agent prior
to 10:00 A.M., New York City time.  Such borrowing will then be made available
to the Borrower by the Agent crediting the account of the Borrower on the books
of such office with the aggregate of the amounts made available to the Agent by
the Lenders and in like funds as received by the Agent.

          2.3  TERMINATION OR REDUCTION OF COMMITMENTS.  The Borrower shall have
the right, upon not less than five Business Days' notice to the Agent, to
terminate the Commitments or, from time to time, to reduce the amount of the
Commitments.  Any such reduction shall be in an amount equal to $1,000,000 or a
whole multiple of $1,000,000 in excess thereof and shall reduce permanently the
applicable Commitments then in effect, PROVIDED that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Credit Loans and Swing Line Loans made on the
effective date thereof, the aggregate principal amount of the Revolving Credit
Loans then outstanding, when added to the then outstanding L/C Obligations and
the then outstanding Swing Line Loans, would exceed the Commitments then in
effect.


                                       18


<PAGE>

          2.4  SWING LINE COMMITMENTS.  (a)  Subject to the terms and conditions
hereof, the Swing Line Lender agrees to make swing line loans (individually, a
"SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrower from
time to time during the Commitment Period in an aggregate principal amount at
any one time outstanding not to exceed $3,000,000, PROVIDED that at no time may
the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and L/C
Obligations exceed the Commitments then in effect. Amounts borrowed by the
Borrower under this subsection 2.4 may be repaid and, through but excluding the
Termination Date, reborrowed.  All Swing Line Loans shall be made as ABR Loans
and shall not be entitled to be converted into Eurodollar Loans.  The Borrower
shall give the Swing Line Lender irrevocable notice (which notice must be
received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the
requested Borrowing Date specifying the amount of the requested Swing Line Loan
which shall be in an amount equal to $250,000 or a whole multiple of $50,000 in
excess thereof.  The proceeds of the Swing Line Loan will be made available by
the Swing Line Lender to the Borrower at the office of the Swing Line Lender by
crediting the account of the Borrower at such office with such proceeds in
Dollars.

          (b)  The Borrower agrees that, upon the request to the Agent by the
Swing Line Lender made on or prior to the Closing Date or in connection with any
assignment pursuant to subsection 11.6, to evidence the Swing Line Loans the
Borrower will execute and deliver to the Swing Line Lender a promissory note
substantially in the form of Exhibit A-3, with appropriate insertions (as the
same may be amended, supplemented, replaced or otherwise modified from time to
time, the "SWING LINE NOTE"), payable to the order of the Swing Line Lender and
representing the obligation of the Borrower to pay the amount of the Swing Line
Commitment or, if less, the unpaid principal amount of the Swing Line Loans made
to the Borrower, with interest thereon as prescribed in subsection 4.6.  The
Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on
the Termination Date and (c) provide for the payment of interest in accordance
with subsection 4.6.

          (c)  The Swing Line Lender, at any time in its sole and absolute
discretion may, and, at any time as there shall be a Swing Line Loan outstanding
for more than seven Business Days, the Swing Line Lender shall, on behalf of the
Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender
to act on its behalf), request each Lender, including the Swing Line Lender, to
make a Revolving Credit Loan as an ABR Loan in an amount equal to such Lender's
Commitment Percentage of the principal amount of all of the Swing Line Loans
(the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given;
PROVIDED that the provisions of this subsection shall not affect the obligations
of the Borrower to prepay Swing Line Loans in accordance with the provisions of
subsection 4.3.  Unless the Commitments shall have expired or terminated for any
reason, including but not limited to, the occurrence of any of the events
described in paragraph (f) of Section 9 hereto with respect to the Borrower (in
which event the procedures of paragraph (d) of this subsection 2.4 shall apply),
each Lender will make the proceeds of its Revolving Credit Loan available to the
Agent for the account of the Swing Line Lender at the office of the Agent prior
to 12:00 Noon, New York City time, in funds immediately available on the
Business Day next succeeding the date such notice is given.  The proceeds of
such Revolving Credit Loans shall be immediately applied to repay the Refunded
Swing Line Loans.



                                       19

<PAGE>

          (d)  If the Revolving Credit Commitments shall expire or terminate
(for any reason, including but not limited to the occurrence of any of the
events described in paragraph (f) of Section 9 hereto with respect to the
Borrower) at any time while Swing Line Loans are outstanding, each Lender shall,
at the option of the Swing Line Lender exercised reasonably, either (i)
notwithstanding the expiration or termination of the Revolving Credit
Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Credit
Loan shall be deemed a "Revolving Credit Loan" for all purposes of this
Agreement and the other Loan Documents) or (ii) purchase an undivided
participating interest in such Swing Line Loans, in either case in an amount
equal to such Lender's Commitment Percentage determined on the date of, and
immediately prior to, expiration or termination of the Commitments of the
aggregate principal amount of such Swing Line Loans.  Each Lender will make the
proceeds of any Revolving Credit Loan made pursuant to the immediately preceding
sentence available to the Agent for the account of the Swing Line Lender at the
office of the Agent prior to 12:00 Noon, New York City time, in funds
immediately available on the Business Day next succeeding the date on which the
Commitments expire or terminate. The proceeds of such Revolving Credit Loans
shall be immediately applied to repay the Swing Line Loans outstanding on the
date of termination or expiration of the Commitments. In the event that the
Lenders purchase undivided participating interests pursuant to the first
sentence of this paragraph (d), each Lender shall immediately transfer to the
Swing Line Lender, in immediately available funds, the amount of its
participation.

          (e)  Whenever, at any time after the Swing Line Lender has received
from any Lender such Lender's participating interest in a Swing Line Loan and
the Swing Line Lender receives any payment on account thereof, the Swing Line
Lender will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded); PROVIDED, HOWEVER, that in the event that such payment received by the
Swing Line Lender is required to be returned, such Lender will return to the
Swing Line Lender any portion thereof previously distributed by the Swing Line
Lender to it.

          (f)  Notwithstanding anything herein to the contrary, the Swing Line
Lender shall not be obligated to make any Swing Line Loan if the conditions set
forth in subsection 6.2 have not been satisfied.

                          SECTION 3.  LETTERS OF CREDIT

          3.1  L/C COMMITMENT.  (a)  Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Lenders set forth
in subsection , agrees to issue letters of credit ("LETTERS OF CREDIT") for the
account of the Borrower on any Business Day during the Commitment Period in such
form as may be approved from time to time by the Issuing Lender; PROVIDED that
the Issuing Lender shall have no obligation to issue any Letter of Credit if,
after giving effect to such issuance, (i) the L/C Obligations would exceed
$10,000,000 or (ii) the aggregate Available Commitments of all Lenders would be
less than zero.



                                       20

<PAGE>

          (b)  Each Letter of Credit shall:

          (i)     be denominated in Dollars and shall be either (1) a
     standby letter of credit issued to support obligations of the Borrower
     and its Subsidiaries, contingent or otherwise, incurred in the
     ordinary course of its business (a "STANDBY LETTER OF CREDIT"), or (2)
     a commercial letter of credit issued to provide a primary means of
     payment in respect of the purchase of goods or services by the
     Borrower and its Subsidiaries in the ordinary course of business (a
     "COMMERCIAL LETTER OF CREDIT"); and

          (ii)    expire no later than the earlier of (x) the date that is
     12 months after the date of its issuance and (y) the fifth Business
     Day prior to the Termination Date.

          (c)  Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

          (d)  The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

          (e)  As of the Closing Date, any and all letters of credit issued and
outstanding under the Existing Credit Agreements shall be deemed to have been
issued hereunder and be deemed Letters of Credit for all purposes hereof.

          3.2  PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.  The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may reasonably request. Upon receipt of any Application, the
Issuing Lender will process such Application and the certificates, documents and
other papers and information delivered to it in connection therewith in
accordance with its customary procedures and shall issue the Letter of Credit
requested thereby not later than four Business Days (or such later date as the
Borrower shall request) after its receipt of the Application therefor and all
such other certificates, documents and other papers and information relating
thereto as the Issuing Lender may reasonably request (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower promptly
following the issuance thereof.


          3.3  L/C PARTICIPATIONS.  (a)  The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters


                                       21
<PAGE>

of Credit hereunder, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from the Issuing Lender, on the terms
and conditions hereinafter stated, for such L/C Participant's own account and
risk an undivided interest equal to such L/C Participant's Commitment Percentage
in the Issuing Lender's obligations and rights under each Letter of Credit
issued hereunder and the amount of each draft paid by the Issuing Lender
thereunder. Each L/C Participant unconditionally and irrevocably agrees with the
Issuing Lender that, if a draft is paid under any Letter of Credit for which the
Issuing Lender is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to the Issuing Lender
upon demand at the Issuing Lender's address for notices specified herein an
amount equal to such L/C Participant's Commitment Percentage of the amount of
such draft, or any part thereof, which is not so reimbursed.

          (b)  If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 3.3(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is
paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate (as defined in the definition of ABR in subsection
1.1) during the period from and including the date such payment is required to
be made to the date on which such payment is made available to the Issuing
Lender, times (iii) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360. If any such
amount required to be paid by any L/C Participant pursuant to paragraph 3.3(a)
is not in fact made available to the Issuing Lender by such L/C Participant
within three Business Days after the date such payment is due, the Issuing
Lender shall be entitled to recover from such L/C Participant, on demand, such
amount with interest thereon calculated from such due date at the rate per annum
applicable to ABR Loans hereunder.  A certificate of the Issuing Lender
submitted to any L/C Participant with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.

          (c)  Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.3(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; PROVIDED, HOWEVER, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.

          3.4  REIMBURSEMENT OBLIGATION OF THE BORROWER.  (a)  The Borrower
agrees to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender for the amount of (i) such draft
so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by
the Issuing Lender in connection with such payment.  Each such


                                       22
<PAGE>

payment shall be made to the Issuing Lender at its address for notices specified
herein in Dollars and in immediately available funds.

          (b)  Interest shall be payable on any and all amounts remaining unpaid
by the Borrower under this subsection from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in full
at the rate which would be payable on any outstanding ABR Loans which were then
overdue.

          (c)  Each drawing under any Letter of Credit shall constitute a
request by the Borrower to the Agent for a borrowing pursuant to subsection 2.2
of ABR Loans in the amount of such drawing.  The requirement of one Business
Day's prior notice for an ABR Loan set forth in subsection 2.2 shall not apply
to any borrowing under this subsection 3.4 in respect of a drawing under any
Letter of Credit.  The Borrowing Date with respect to such borrowing shall be
the date of such drawing.

          3.5  OBLIGATIONS ABSOLUTE.  (a)  To the fullest extent permitted by
applicable law, the Borrower agrees that the Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender or any beneficiary of a
Letter of Credit.

          (b)  To the fullest extent permitted by applicable law, the Borrower
also agrees with the Issuing Lender that the Issuing Lender shall not be
responsible for, and the Borrower's Reimbursement Obligations under subsection
3.4(a) shall not be affected by (i) the validity or genuineness of documents or
of any endorsements thereon, even though such documents shall in fact prove to
be invalid, fraudulent or forged, or (ii) any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or (iii) any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee.

          (c)  To the fullest extent permitted by applicable law, the Borrower
agrees that the Issuing Lender shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions caused by the Issuing Lender's gross negligence or willful
misconduct.

          (d)  To the fullest extent permitted by applicable law, the Borrower
agrees that any action taken or omitted by the Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done
in the absence of gross negligence or willful misconduct and in accordance with
the standards of care specified in the Uniform Commercial Code of the State of
New York, shall be binding on the Borrower and shall not result in any liability
of the Issuing Lender to the Borrower.

          3.6  LETTER OF CREDIT PAYMENTS.  If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower and each L/C Participant of the date and amount thereof. The
responsibility of the Issuing Lender to


                                       23

<PAGE>

the Borrower in connection with any draft presented for payment under any Letter
of Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment are in conformity with such Letter of Credit.

          3.7  APPLICATION.  To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

                   SECTION 4.  GENERAL PROVISIONS APPLICABLE
                         TO LOANS AND LETTERS OF CREDIT

          4.1  FEES.  (a)  The Borrower agrees to pay to the Agent for the
account of each Lender a fee for the period from and including the Closing Date
to the Termination Date, at the rate indicated on Schedule A hereto
corresponding to the Leverage Ratio in effect from time to time on the average
daily Available Commitment of such Lender during the period for which payment is
made, payable quarterly in arrears on the last day of each March, June,
September and December and on the Termination Date PROVIDED that for the period
from the Closing Date to the first Adjustment Date, the commitment fee rate
shall be .375%.

          (b)  The Borrower shall pay to the Agent, for the account of the
Issuing Lender a fronting fee with respect to each Letter of Credit computed at
a rate per annum equal to 1/8 of 1% on the daily average undrawn amount of such
Letter of Credit.  Such fronting fee shall be payable quarterly in arrears on
the last day of each March, June, September and December and on the Termination
Date and shall be nonrefundable.

          (c)  The Borrower shall pay to the Agent, for the account of the
Issuing Lender and the L/C Participants, a letter of credit commission with
respect to each Letter of Credit on the daily average undrawn amount of such
Letter of Credit, computed at a rate per annum equal to the Applicable Margin
for Loans which are Eurodollar Loans.  Such fee shall be payable to the L/C
Participants and the Issuing Lender to be shared ratably among them in
accordance with their respective Commitment Percentages.  Such commissions shall
be payable quarterly in arrears on the last day of each March, June, September
and December and on the Termination Date and shall be nonrefundable.

          (d)  In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

          (e)  The Borrower agrees to pay to Chase the amounts set forth in the
Fee Letter dated December 20, 1996 between Chase, CSI and the Borrower in the
amounts and on the dates set forth therein.


                                       24

<PAGE>

          4.2  REPAYMENT OF LOANS; EVIDENCE OF DEBT.  (a)  The Borrower hereby
unconditionally promises to pay to the Agent for the account of each Lender the
then unpaid principal amount of each Loan of such Lender, on the Termination
Date (or such earlier date on which the Loans become due and payable pursuant to
Section 9).  The Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans made to it from time to time outstanding from the
date hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 4.6.

          (b)  Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

          (c)  The Agent, acting for this purpose as an agent of the Borrower,
shall maintain the Register pursuant to subsection 11.6(f) and a subaccount
therein for each Lender, in which shall be recorded (i) the amount of each Loan
and each Obligation evidenced by a Note made hereunder, the Type thereof and, in
the case of Eurodollar Loans, each Interest Period applicable thereto, (ii) each
continuation thereof and each conversion of all or a portion thereof to another
Type, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iv) both the
amount of any sum received by the Agent hereunder from the Borrower and each
Lender's share thereof.

          (d)  The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 4.2(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; PROVIDED, HOWEVER, that the
failure of any Lender or the Agent to maintain the Register or any such account,
as the case may be, or any error therein, shall not in any manner affect any of
the obligations of the Borrower hereunder, including, without limitation, the
obligation to repay (with applicable interest) the Loans made to the Borrower by
such Lender in accordance with the terms of this Agreement.

          (e)  The Borrower agrees that, upon request to the Agent by any
Lender, the Borrower will execute and deliver to such Lender a promissory note
of the Borrower evidencing the Loans of such Lender, substantially in the form
of Exhibit A-1, with appropriate insertions as to date and principal amount (a
"REVOLVING CREDIT NOTE"), payable to the order of such Lender and representing
the obligation of the Borrower to pay a principal amount equal to the aggregate
unpaid principal amount of all Loans of such Lender, with interest on the unpaid
principal amount thereof from time to time outstanding under such Note as set
forth in subsection 4.6.  A Note and the Obligation evidenced thereby may be
assigned or otherwise transferred in whole or in part only by registration of
such assignment or transfer of such Note and the Obligation evidenced thereby in
the Register (and each Note shall expressly so provide).  Any assignment or
transfer of all or part of an Obligation evidenced by a Note shall be registered
in the Register only upon surrender for registration of assignment or transfer
of the Note evidencing such Obligation, accompanied by an Assignment and
Acceptance substantially in the form of Exhibit E duly executed by the


                                       25

<PAGE>

Assignor thereof, and thereupon one or more new Notes shall be issued to the
designated Assignee and the old Note shall be returned by the  Agent to the
Borrower marked "cancelled."  No assignment of a Note and the obligation
evidenced thereby shall be effective unless it shall have been recorded in the
Register by the Agent as provided in this subsection 4.2(e).

Each Lender is hereby authorized to record the date, Type and amount of each
Loan made by such Lender, each continuation thereof, each conversion of all or a
portion thereof to another Type, the date and amount of each payment or
repayment of principal thereof and, in the case of Eurodollar Loans, the length
of each Interest Period with respect thereto, on the schedule annexed to and
constituting a part of any Revolving Credit Note requested by it to evidence
such Loan, and any such recordation shall constitute PRIMA FACIE evidence of the
accuracy of the information so recorded, PROVIDED that the failure by any Lender
to make any such recordation or any error in any such recordation shall not in
any manner affect any of the obligations of the Borrower hereunder, including,
without limitation, the obligation to repay (with applicable interest) the Loans
made to the Borrower by such Lender in accordance with the terms of this
Agreement.

          4.3  OPTIONAL AND MANDATORY PREPAYMENTS.  (a)  The Borrower may at any
time and from time to time prepay the Loans made to it, in whole or in part,
without premium or penalty, upon at least three Business Days' in the case of
Eurodollar Loans, or one Business Day's in the case of ABR Loans (including
Swing Line Loans), irrevocable notice to the Agent, specifying whether the
prepayment is (i) of Revolving Credit Loans or Swing Line Loans, or a
combination thereof, and in each case if a combination thereof, the amount
allocable to each, (ii) the date and amount of prepayment of such Loan(s) and
(iii) whether the prepayment is of Eurodollar Loans, ABR Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each.  Upon
receipt of any such notice the Agent shall promptly notify each affected Lender
thereof.  If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with any amounts
payable pursuant to subsection 4.13.  Partial voluntary prepayments shall be in
an aggregate principal amount of $250,000 or a whole multiple of $250,000 in
excess thereof.

          (b)  If at any time the sum of the Loans and the L/C Obligations
exceeds the Commitments, the Borrower shall make a payment in the amount of such
excess which payment shall be applied FIRST, to the payment of the Swing Line
Loans then outstanding, SECOND, to the payment of any Revolving Credit Loans
then outstanding, THIRD, to payment of any Reimbursement Obligations then
outstanding and LAST, to cash collateralize any outstanding Letters of Credit on
terms reasonably satisfactory to the Required Lenders. The application of
prepayments of Loans referred to in the preceding sentence shall be made first
to ABR Loans and second to Eurodollar Loans.

          (c)  If, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall receive Net Proceeds from any asset sale or other disposition
(including as a result of condemnation or casualty) permitted by subsection
8.6(b), then 100% of such Net Proceeds shall on the first Business Day after
receipt thereof, be applied toward the prepayment of the Loans and the permanent
reduction of the Commitments in accordance with the prepayment


                                       26

<PAGE>

provisions of 4.3(b); PROVIDED that such Net Proceeds shall not be required to
be so applied to the extent the Borrower delivers to the Agent a certificate
that it intends to use such Net Proceeds to acquire fixed or capital assets for
the Borrower or any of its Subsidiaries within 330 days of receipt of such Net
Proceeds, it being expressly understood that any Net Proceeds not so reinvested
shall be applied to prepay the Loans and permanently reduce the Commitments on
the date 330 days after the receipt thereof.

          (d)  In the event of a Change of Control, not later than five days
thereafter, (A) the Commitments shall be terminated, (B) the Borrower shall
prepay in full all Loans then outstanding together with interest accrued to the
date of such prepayment and any amounts payable under subsection 4.13, (C) the
Borrower shall repay any Reimbursement Obligations then outstanding and (D) the
Borrower shall cash collateralize any outstanding L/C Obligations on terms
reasonably satisfactory to the Required Lenders.

          4.4  CONVERSION AND CONTINUATION OPTIONS.  (a)  The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the Agent
at least one Business Day's prior irrevocable notice of such election, PROVIDED
that any such conversion may only be made on the last day of an Interest Period
with respect thereto.  The Borrower may elect from time to time to convert ABR
Loans to Eurodollar Loans by giving the Agent at least three Business Days'
prior irrevocable notice of such election.  Any such notice of conversion to
Eurodollar Loans shall specify the length of the initial Interest Period or
Interest Periods therefor.  Upon receipt of any such notice the Agent shall
promptly notify each affected Lender thereof.  All or any part of outstanding
Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED
that (i) no Loan may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Agent has or the Required Lenders
have determined that such a conversion is not appropriate and (ii) no Loan may
be converted into a Eurodollar Loan after the date that is one month prior to
the Termination Date.

          (b)  Any Eurodollar Loans may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
notice to the Agent, in accordance with the applicable provisions of the term
"Interest Period" set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Loans; PROVIDED that no Eurodollar Loan
may be continued as such (i) when any Event of Default has occurred and is
continuing and the Agent has or the Required Lenders have determined that such a
continuation is not appropriate or (ii) after the date that is one month prior
to the Termination Date and PROVIDED, FURTHER, that if the Borrower shall fail
to give such notice or if such continuation is not permitted such Loans shall be
automatically converted to ABR Loans on the last day of such then expiring
Interest Period.

          4.5  MAXIMUM NUMBER OF TRANCHES.  All borrowings, conversions and
continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be made pursuant to such elections so that, after giving effect
thereto, the aggregate number of Eurodollar Tranches outstanding at any time
shall not exceed twelve.


                                       27

<PAGE>

          4.6  INTEREST RATES AND PAYMENT DATES.  (a)  Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

          (b)  Each ABR Loan shall bear interest for each day at a rate per
annum equal to the ABR for such day plus the Applicable Margin.

          (c)  If all or a portion of (i) the principal amount of any Loan or
Reimbursement Obligation, (ii) any interest payable thereon or (iii) any
commitment fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2% or (y) in the case of
overdue interest, commitment fee or other amount, the rate described in
paragraph (b) of this subsection plus 2%, in each case from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

          (d)  Interest shall be payable in arrears on each Interest Payment
Date, PROVIDED that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

          4.7  COMPUTATION OF INTEREST AND FEES.  (a) Commitment fees, Letter of
Credit fees and, whenever it is calculated on the basis of the Prime Rate
component of the ABR, interest shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed; and, otherwise,
interest shall be calculated on the basis of a 360-day year for the actual days
elapsed.  The Agent shall as soon as practicable notify the Borrower and the
Lenders of each determination of a Eurodollar Rate.  Any change in the interest
rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective.  The Agent shall as soon as practicable
notify the Borrower and the Lenders of the effective date and the amount of each
such change in interest rate.

          (b)  To the fullest extent permitted by applicable law, each
determination of an interest rate by the Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error.  The Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the Agent in
determining any interest rate pursuant to subsection 4.6(a), (b) or (c).

          4.8  INABILITY TO DETERMINE INTEREST RATE.  If prior to the first day
of any Interest Period, the Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, the
Agent shall give telecopy or telephonic notice thereof to the Borrower and the
Lenders as soon as practicable thereafter.  If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as ABR Loans, (y) any Loans that were to have been converted on
the first day of such Interest Period


                                       28
<PAGE>

to Eurodollar Loans shall be converted to or continued as ABR Loans and (z) any
outstanding Eurodollar Loans with respect to which the Interest Period shall
have expired shall be converted, on the first day of such Interest Period, to
ABR Loans.  Until such notice has been withdrawn by the Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower have
the right to convert ABR Loans to Eurodollar Loans.

          4.9  PRO RATA TREATMENT AND PAYMENTS.  (a)  Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee hereunder and any reduction of the  Commitments of the
Lenders shall be made (in each case, other than in respect of the Swing Line
Loans) pro rata according to the respective Commitment Percentages of the
Lenders.  Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Loans (other than the Swing Line Loans) shall
be made pro rata according to the respective outstanding principal amounts of
the Loans then held by the Lenders.  All payments (including prepayments) to be
made by the Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without set off or counterclaim and shall be made
prior to 12:00 Noon, New York City time, on the due date thereof to the Agent,
for the account of the Lenders, at the Agent's office specified in subsection
12.2, in Dollars and in immediately available funds.  The Agent shall distribute
such payments to the Lenders promptly upon receipt in like funds as received. If
any payment hereunder becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day, and,
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension.

          (b)  Unless the Agent shall have been notified in writing by any
Lender prior to a borrowing that such Lender will not make the amount that would
constitute its Commitment Percentage of such borrowing available to the Agent,
the Agent may assume that such Lender is making such amount available to the
Agent, and the Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount.  If such amount is not made available to
the Agent by the required time on the Borrowing Date therefor, such Lender shall
pay to the Agent, on demand, such amount with interest thereon at a rate equal
to the daily average Federal Funds Effective Rate for the period until such
Lender makes such amount immediately available to the Agent.  A certificate of
the Agent submitted to any Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.  If such
Lender's Commitment Percentage of such borrowing is not made available to the
Agent by such Lender within three Business Days of such Borrowing Date, the
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to ABR Loans hereunder, on demand, from the Borrower.

          4.10  ILLEGALITY.  Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law (other than a requirement of
the Certificate of Incorporation, By-Laws or other organizational or governing
documents of the relevant Lender) or in the interpretation or application
thereof (except as aforesaid) shall make it unlawful for any Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment
of such Lender hereunder to make Eurodollar Loans,


                                       29
<PAGE>

continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans
shall forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law.  If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower agrees to pay to such
Lender such amounts, if any, as may be required pursuant to subsection 4.13.

          4.11  REQUIREMENTS OF LAW.  (a)  If the adoption of or any change in
any Requirement of Law (other than a requirement of the Certificate of
Incorporation, By-Laws or other organizational or governing documents of the
relevant Lender) or in the interpretation or application thereof (except as
aforesaid) or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority having jurisdiction over such Lender made subsequent to the date
hereof (or, in the case of any Lender that becomes a party hereto after the
Closing Date, subsequent to the date on which such party becomes a Lender):

          (i)  shall subject any Lender to any tax of any kind whatsoever
     with respect to this Agreement, any Note, any Letter of Credit, any
     Application or any Eurodollar Loan made by it, or change the basis of
     taxation of payments to such Lender in respect thereof (except for
     Non-Excluded Taxes covered by subsection 4.12 and changes in the rate
     of tax on the overall net income of such Lender);

          (ii)  shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against assets
     held by, deposits or other liabilities in or for the account of,
     advances, loans or other extensions of credit by, or any other
     acquisition of funds by, any office of such Lender which is not
     otherwise included in the determination of the Eurodollar Rate
     hereunder; or

          (iii)   shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable.

          (b)  If any Lender shall have determined in good faith that the
adoption of or any change in any Requirement of Law (other than a requirement of
the Certificate of Incorporation, By-Laws or other organizational or governing
documents of the relevant Lender) regarding capital adequacy or in the
interpretation or application thereof (except as aforesaid) or compliance by
such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law)
from any Governmental Authority made subsequent to the date hereof (or, in the
case of any Lender that becomes a party hereto after the Closing Date,
subsequent to the date on which


                                       30

<PAGE>

such party becomes a Lender) shall have the effect of reducing the rate of
return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder or under any Letter of Credit to a level below that which
such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction,
PROVIDED that the Borrower shall be not be obligated to compensate any Lender
pursuant to this subsection 4.11 for amounts accruing prior to the date which is
90 days before the Borrower is notified of such event, it being understood that
such notice need not include a computation of amounts in respect thereof.

          (c)  If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower, through the
Agent, of the event by reason of which it has become so entitled.  A certificate
as to any additional amounts payable pursuant to this subsection 4.11 submitted
by such Lender, through the Agent, to the Borrower shall, to the fullest extent
permitted by applicable law, be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

          4.12  TAXES.  (a)  All payments made by the Borrower under this
Agreement and the Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Agent or any Lender as a result of a
present or former connection between the Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or the Notes).  If any such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") are
required to be withheld from any amounts payable to the Agent or any Lender
hereunder or under the Notes, the amounts so payable to the Agent or such Lender
shall be increased to the extent necessary to yield to the Agent or such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement and
the Notes, PROVIDED, HOWEVER, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof if such Lender fails to
comply with the requirements of paragraph (b) of this subsection.  Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof.  If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agent and the Lenders for
any incremental taxes, interest or


                                       31

<PAGE>

penalties that may become payable by the Agent or any Lender as a result of any
such failure. The agreements in this subsection shall survive the termination of
this Agreement and the payment of the Notes and all other amounts payable
hereunder.

          (b)  Each Lender (or Transferee) that is not a citizen or resident of
the United States of America, a corporation or partnership created or organized
under the laws of the United States of America, or any estate that is subject to
Federal income taxation regardless of the source of its income or any trust
which is subject to the supervision of a court within the United States and the
control of a United States fiduciary as described in section 7701(a)(30) of the
Code (a "NON-U.S. LENDER") shall deliver to the Borrower and the Agent two
copies of either U.S. Internal Revenue Service Form 1001 or Form 4224, or, in
the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of
"portfolio interest", a Form W-8, or any subsequent versions thereof or
successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a
certificate in the form of Exhibit G, representing that such Non-U.S. Lender is
not a bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Borrower and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the Code)), properly completed and
duly executed by such Non-U.S. Lender claiming complete exemption from U.S.
Federal withholding tax on all payments by the Borrower under this Agreement and
the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender
on or before the date it becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a "NEW LENDING OFFICE").  In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this subsection 4.12(b), a Non-U.S.
Lender that has previously complied with this subsection 4.12(b) shall not be
required to deliver any Form 1001 or Form 4224 pursuant to this subsection
4.12(b) that such Non-U.S. Lender is not legally able to deliver.

          4.13  INDEMNITY.  The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may
reasonably sustain or incur as a consequence of (a) default by the Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Loans after
the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement or (b) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto.  Such indemnification shall be an amount equal to the excess, if any,
of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender


                                       32

<PAGE>

on such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market.  In the event that the
Borrower defaults in making any prepayment after the Borrower has given a notice
thereof in accordance with the provisions of this Agreement, any Eurodollar
Loans in respect of which such notice has been given shall be converted
automatically to ABR Loans on the date such prepayment would have been made
pursuant to such notice.  This covenant shall survive the termination of this
Agreement and the payment of the Notes and all other amounts payable hereunder
until the second anniversary of such termination and payment.

          4.14  CHANGE OF LENDING OFFICE.  Each Lender agrees that if it makes
any demand for payment under subsection 4.11 or 4.12(a), it shall use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its sole discretion) to designate a different lending office if
the making of such a designation would reduce or obviate the need for the
Borrower to make payments under subsection 4.11 or 4.12(a).

                   SECTION 5.  REPRESENTATIONS AND WARRANTIES

          To induce the Agent and each Lender to enter into this Agreement and
to make the Extensions of Credit requested to be made by it (including the
initial Extension of Credit requested to be made by it on the Closing Date), the
Borrower hereby represents and warrants, on the Closing Date and on every
Borrowing Date thereafter, to the Agent and each Lender that:

          5.1  FINANCIAL CONDITION.  (a) (i)  the consolidated balance sheets of
the Borrower and its consolidated Subsidiaries as of December 31, 1994 and
December 31, 1995 and the related consolidated statements of income and of cash
flows for the fiscal years ended on such dates, reported on by Ernst & Young,
copies of which have heretofore been furnished to each Lender, are complete and
correct and present fairly the consolidated financial condition of the Borrower
and its consolidated Subsidiaries as at such dates, and the consolidated results
of their operations and their consolidated cash flows for the fiscal years then
ended, (ii) the unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at September 30, 1996 and the related unaudited
consolidated statements of income and of cash flows for the nine-month period
ended on such date, certified by a Responsible Officer, copies of which have
heretofore been furnished to each Lender, are complete and correct and present
fairly the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the nine-month period then ended (subject
to normal year-end audit adjustments).  All such financial statements, including
the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by
such accountants or Responsible Officer, as the case may be, and as disclosed
therein).  Neither the Borrower nor any of its consolidated Subsidiaries had, at
the date of the most recent balance sheet referred to above, any material
Guarantee Obligation, contingent liability or liability for taxes, or any
long-term lease or other material agreement or unusual forward or long-term
commitment,


                                       33
<PAGE>

including, without limitation, any interest rate or foreign currency swap or
exchange transaction, which is not reflected in the foregoing statements or in
the notes thereto.  During the period from December 31, 1995 to and including
the Closing Date there has been no sale, transfer or other disposition by the
Borrower or any of its consolidated Subsidiaries of any material part of its
business or property and, no purchase or other acquisition of any business or
property (including any capital stock of any other Person) material in relation
to the consolidated financial condition of the Borrower and its consolidated
Subsidiaries at December 31, 1995 of which the Agent and the Lenders have not
been made aware in writing by the Borrower.

          (b)  The PRO FORMA balance sheet of the Borrower and its consolidated
Subsidiaries (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore
been furnished to each Lender, is the balance sheet of the Borrower and its
consolidated Subsidiaries as of December 31, 1996 (the "PRO FORMA DATE"),
adjusted to give effect (as if such events had occurred on such date) to (i) the
repayment in full of all loans under, and all other amounts due in respect of,
the Existing Credit Agreements, (ii) the retirement of Senior Subordinated Notes
in an aggregate principal amount of not less than $33,800,000 and (iii) the
making of the Loans and other extensions of credit hereunder to be made on the
Closing Date and the application of the proceeds thereof as contemplated hereby.

          5.2  NO CHANGE; SOLVENCY.  Since December 31, 1995, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.  As of the Closing Date, the Borrower and its
Subsidiaries are Solvent, on a consolidated basis and on an individual basis.

          5.3  CORPORATE EXISTENCE; COMPLIANCE WITH LAW.  Each of the Borrower
and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law (other than Requirements of Law with respect to which representations as to
compliance are made in subsections 5.13 and 5.16) except to the extent that the
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

          5.4  CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.  Each
Loan Party has the corporate power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and in the case of
the Borrower, to borrow hereunder and the Borrower has taken all necessary
corporate action to authorize the borrowings on the terms and conditions of this
Agreement, the Applications and the Notes, and each Loan Party has authorized
the execution, delivery and performance of the Loan Documents to which it is a
party.  No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance,


                                       34

<PAGE>

validity or enforceability of the Loan Documents to which any Loan Party is a
party (other than the filing of UCC financing statements, which have, to the
extent then necessary to perfect the Liens provided for in the Security
Agreements, been duly filed).  This Agreement has been duly executed and
delivered on behalf of the Borrower, and each other Loan Document will be, duly
executed and delivered on behalf of each Loan Party thereto.  This Agreement
constitutes a legal, valid and binding obligation of the Borrower, and each
other Loan Document to which the Borrower or any other Loan Party is a party
when executed and delivered will constitute, a legal, valid and binding
obligation of such Loan Party enforceable against such Loan Party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally (including, without limitation, laws
respecting fraudulent transfers and preferential transfers) and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

          5.5  NO LEGAL BAR.  The execution, delivery and performance of the
Loan Documents to which any Loan Party is a party, the borrowings hereunder and
the use of the proceeds thereof will not violate any Requirement of Law or any
material provision of any material Contractual Obligation or, to the knowledge
of the Borrower, any other provision of any Contractual Obligation of the
Borrower or of any of its Subsidiaries, in each such case the effect of which
would be to cause a Material Adverse Effect and will not result in, or require,
the creation or imposition of any Lien on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation (other than pursuant to the Loan Documents).

          5.6  NO MATERIAL LITIGATION.  No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (b) which could reasonably be
expected to have a Material Adverse Effect.

          5.7  NO DEFAULT.  Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect.
No Event of Default has occurred and is continuing.

          5.8  OWNERSHIP OF PROPERTY; LIENS.  Each of the Borrower and its
Subsidiaries has good record and valid title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its other property, and none of such property is
subject to any Lien except as permitted by subsection 8.3.

          5.9  INTELLECTUAL PROPERTY.  The Borrower and each of its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how and processes necessary for the conduct of its business as currently
conducted except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect (the "INTELLECTUAL
PROPERTY").  No claim has been asserted and is pending by any Person


                                       35

<PAGE>

challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim that could reasonably be
expected to have a Material Adverse Effect.  The Borrower has no knowledge, nor
any reason to know, that the use of such Intellectual Property by the Borrower
and its Subsidiaries infringes on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

          5.10  TAXES.  Each of the Borrower and its Subsidiaries has filed or
caused to be filed all Federal and material other tax returns which, to the
knowledge of the Borrower, are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any assessments made against it or
any of its property and all other taxes, fees or other charges imposed on it or
any of its property by any Governmental Authority (other than any (i) the amount
or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or its Subsidiaries, as the case may be or
(ii) imposed by any Governmental Authority other than the Federal Government the
non-payment of which could not reasonably be expected to give rise to any
Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of
the Borrower, no claim is being asserted, with respect to any such tax, fee or
other charge other than any such Lien or claim by any Governmental Authority
which could not reasonably be expected to have a Material Adverse Effect.

          5.11  FEDERAL REGULATIONS.  No part of the proceeds of any Loans will
be used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation G or Regulation U of the
Board of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
Regulations of such Board of Governors.  If requested by any Lender or the
Agent, the Borrower will furnish to the Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form G-1 or FR Form
U-1 referred to in said Regulation G or Regulation U, as the case may be.

          5.12  ERISA.  Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied with the applicable provisions of ERISA and the Code where the
failure to so comply could reasonably be expected to have a Material Adverse
Effect.  No termination of a Single Employer Plan has occurred so as to subject,
directly or indirectly, any asset of the Borrower or any Commonly Controlled
Entity to any liability, contingent or otherwise, and no Lien in favor of the
PBGC or a Plan has arisen, during such five-year period.  The present value of
the accrued benefit obligations under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefit
obligations.  Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the
Borrower nor any Commonly Controlled Entity would become subject to any
liability under


                                       36

<PAGE>

ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made.  No such
Multiemployer Plan is in Reorganization or Insolvent.  The present value
(determined using actuarial and other assumptions which are reasonable in
respect of the benefits provided and the employees participating) of the
liability of the Borrower and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does
not, in the aggregate, exceed the assets under all such Plans allocable to such
benefits.

          5.13  INVESTMENT COMPANY ACT; OTHER REGULATIONS.  The Borrower is not
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.  The
Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board of Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.

          5.14  SUBSIDIARIES.  The Subsidiaries listed on Schedule 5.14 hereto
constitute all the Subsidiaries of the Borrower on the Closing Date.

          5.15  PURPOSE OF LOANS.  The proceeds of the Loans shall be used by
the Borrower to (i) refinance indebtedness under the Existing Credit Agreements
and (ii) finance the continuing working capital requirements and general
corporate purposes of the Borrower and its Subsidiaries in the ordinary course
of business, including permitted acquisitions permitted pursuant to subsection
8.10 hereof.

          5.16  ENVIRONMENTAL MATTERS.  Except as disclosed on Schedule 5.16
hereto, (a) the facilities and properties owned, leased or operated by the
Borrower or any of its Subsidiaries (the "PROPERTIES") do not contain, and have
not previously contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or could
reasonably be expected to give rise to liability under, any Environmental Law
and (ii) which could reasonably be expected to have a Material Adverse Effect.

          (b)  The Properties and all operations at the Properties are in
compliance, and have been in compliance, in all material respects, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Borrower or any of its Subsidiaries
(the "BUSINESS") which could reasonably be expected to have a Material Adverse
Effect.

          (c)  Neither the Borrower nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business that could reasonably be
expected to have a Material Adverse


                                       37

<PAGE>

Effect, nor does the Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened.

          (d)  Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
Environmental Law and that could reasonably be expected to have a Material
Adverse Effect, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any of the Properties in
violation of, or in a manner that could reasonably be expected to give rise to
liability under, any applicable Environmental Law and that could reasonably be
expected to have a Material Adverse Effect.

          (e)  No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business and that could
reasonably be expected to have a Material Adverse Effect.

          (f)  There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Borrower or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws and that could reasonably be expected to have
a Material Adverse Effect.

          5.17  NO BURDENSOME RESTRICTIONS.  No Requirement of Law or
Contractual Obligation of the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

          5.18  NO MATERIAL MISSTATEMENTS.  The written information, reports,
financial statements, exhibits and schedules furnished by or on behalf of the
Borrower and each other Loan Party to the Agent and the Lenders in connection
with the negotiation of any Loan Document or included therein or delivered
pursuant thereto do not contain, and will not contain as of the Closing Date,
any material misstatement of fact and do not, taken as a whole, omit, and will
not, taken as a whole, omit as of the Closing Date, to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not materially misleading.

          5.19  COLLATERAL.  The provisions of each of the Security Agreements,
when executed and delivered, will constitute in favor of the Agent for the
ratable benefit of the Lenders, a legal, valid and enforceable security interest
in all right, title, and interest of the Borrower and any of the other Loan
Parties which is a party to such Security Document, as the case may be, in the
Collateral described in such Security Document.  As of the Closing Date, all
Equipment and Inventory (as each of such terms is defined in the Guarantee and



                                       38

<PAGE>

Collateral Agreement) of the Borrower and each of its Subsidiaries will be kept
at, or will be in transit to, the locations listed on Schedule 5.19, and when
financing statements have been filed in the offices in the jurisdictions listed
in Schedule 3 to the Guarantee and Collateral Agreement, when appropriate
filings have been made in the U.S. Patent and Trademark Office and the U.S.
Copyright Office, and when such other actions as are described in each of the
Security Agreements have been taken in accordance with the Security Agreements,
each of the Security Agreements shall constitute a perfected security interest
in all right, title and interest of the Borrower or such other Loan Parties, as
the case may be, in the Collateral described therein, and except for Liens
existing on the Closing Date which are permitted by subsection 8.3 and whose
priority cannot be superseded by the provisions hereof or of any Security
Document and the filings hereunder or thereunder, a perfected first lien on, and
security interest in, all right, title and interest of the Borrower or such
other Loan Parties, as the case may be, in the Collateral described in each
Security Document.

          5.20  Senior Debt.  The unpaid principal of and interest on the Loans
and the Reimbursement Obligations and all other obligations and liabilities of
each of the Borrower and the other Loan Parties pursuant to this Agreement and
the other Loan Documents shall constitute "Senior Debt" of the Borrower with
respect to both the Borrower's 12% Series B and 12% Series D Senior Subordinated
Notes due 2004 (as such term is defined in both the Indenture dated as of August
2, 1994 (the "1994 Indenture"), among the Borrower, the Guarantors named therein
and the Trustee (as defined therein) and the Indenture dated as of June 1, 1995
(the "1995 Indenture", and together with the 1994 Indenture, the "Indentures"),
among the Borrower, the Guarantors named therein and the Trustee (as defined
therein)) and this Agreement and the other Loan Documents shall collectively
constitute the "Credit Agreement" as such term is defined in the Indentures.

                        SECTION 6.  CONDITIONS PRECEDENT

          6.1  CONDITIONS TO EXTENSIONS OF CREDIT.  This Agreement, including,
without limitation, the agreement of each Lender to make the Extensions of
Credit requested to be made by it hereunder, shall become effective on the date
on which the following conditions precedent shall have been satisfied or waived:

          (a)  LOAN DOCUMENTS.  The Agent shall have received (i) this
     Agreement, executed and delivered by a duly authorized officer of the
     Borrower, with a counterpart for each Lender, (ii) the Guarantee and
     Collateral Agreement, executed and delivered by a duly authorized
     officer of each party thereto, with a counterpart or a conformed copy
     for each Lender and (iii) for the account of each of the Lenders which
     has requested a Note, a Revolving Credit Note or a Swing Line Note, as
     the case may be, each conforming to the requirements hereof and
     executed and delivered by a duly authorized officer of the Borrower.

          (b)  REPAYMENT OF INDEBTEDNESS.  All outstanding indebtedness of
     the Borrower and its Subsidiaries (under the Existing Credit
     Agreements) shall have been paid in full, including, without
     limitation, all interest and fees owing with respect to such
     indebtedness, and the commitments thereunder shall have been
     terminated.


                                       39

<PAGE>

          (c)  FINANCIAL STATEMENTS.  The Agent shall have received, with a
     copy for each Lender, (i) the financial statements referred to in
     subsection 5.1(a)(i) as of December 31, 1994 and December 31, 1995,
     (ii) the financial statements referred to in subsection 5.1(a)(ii) and
     (iii) the PRO FORMA balance sheet of the Borrower and its Subsidiaries
     referred to in subsection 5.1(b)(i), which shall be in form and
     substance satisfactory to the Lenders.

          (d)  SOLVENCY CERTIFICATE.  The Agent shall have received a
     certificate reasonably satisfactory in form and substance to it from a
     Responsible Officer which shall document the solvency of the Borrower
     and its Subsidiaries on a combined basis taken as a single entity
     after giving effect to the consummation of the transactions and the
     financings contemplated hereby.

          (e)  FEES.  The Agent shall have received the fees to be received
     on the Closing Date referred to in subsection 4.1.

          (f)  LEGAL OPINIONS.  The Agent shall have received, with a
     counterpart for each Lender, the following executed legal opinions:

          (i)    the executed legal opinion of Gibson, Dunn & Crutcher LLP
     counsel to the Borrower and the other Loan Parties, substantially in
     the form of Exhibit C-1; and

          (ii)    the executed legal opinion of special local counsel of
     the Borrower, in such jurisdictions as the Agent shall request,
     substantially in the form of Exhibit C-2.

          (g)  ACTIONS TO PERFECT LIENS.  The Agent shall have received evidence
in form and substance satisfactory to it that all filings, recordings,
registrations and other actions, including, without limitation, the delivery of
original stock certificates together with undated stock powers executed in blank
and the filing of duly executed financing statements on form UCC-1, necessary
or, in the opinion of the Agent, desirable to perfect the Liens created by the
Security Agreements delivered on the Closing Date shall have been completed.

          (h)  LIEN SEARCHES.  The Agent shall have received the results of
recent searches by a Person satisfactory to the Agent, of the Uniform Commercial
Code, judgement and tax lien filings which may have been filed with respect to
personal property of the Borrower and its Subsidiaries, and the results of such
search shall be satisfactory to the Agent.


          (i)  BORROWING CERTIFICATE.  The Agent shall have received, with a
counterpart for each Lender, a Borrowing Certificate dated the Closing Date,
with appropriate insertions and attachments satisfactory in form and substance
to the Agent, executed by a Responsible Officer of the Borrower.


                                       40

<PAGE>

          (j)  CORPORATE PROCEEDINGS OF THE LOAN PARTIES.  The Agent shall have
received, with a counterpart for each Lender, a copy of the resolutions, in form
and substance satisfactory to the Agent, of the Board of Directors of each Loan
Party authorizing (i) the execution, delivery and performance of this Agreement,
the Notes and the other Loan Documents delivered on the Closing Date to which it
is or will be a party, (ii) the borrowings contemplated hereunder and (iii) the
granting by it of the Liens created pursuant to the Security Agreements
delivered on the Closing Date to which it is or will be a party, certified by
the Secretary or an Assistant Secretary of such Loan Party as of the Closing
Date, which certificate shall be in form and substance satisfactory to the Agent
and shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded.

          (k)  LOAN PARTY INCUMBENCY CERTIFICATES.  The Agent shall have
received, with a counterpart for each Lender, a Certificate of each Loan Party,
dated the Closing Date, as to the incumbency and signature of the officers of
such Loan Party executing any Loan Document delivered on the Closing Date
satisfactory in form and substance to the Agent, executed by the President or
any Vice President and the Secretary or any Assistant Secretary of such Loan
Party.

          (l)  CORPORATE DOCUMENTS.  The Agent shall have received, with a
counterpart for each Lender, true and complete copies of the certificate of
incorporation and by-laws of each Loan Party to any Loan Document delivered on
the Closing Date, certified as of the Closing Date as complete and correct
copies thereof by the Secretary or an Assistant Secretary of the such Loan
Party.

          (m)  LEASES.  The Agent shall be reasonably satisfied in all material
respects with the terms and conditions of each material lease to which the
Borrower or any of its Subsidiaries will be bound immediately following the
Closing Date.

          (n)  INSURANCE.  The Agent shall have received evidence in form and
substance satisfactory to it that all of the requirements of subsection 7.5
hereof shall have been satisfied.

          (o)  ADDITIONAL MATTERS.  All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be reasonably satisfactory in form and substance to the Agent, and the Agent
shall have received such other documents and legal opinions in respect of any
aspect or consequence of the transactions contemplated hereby or thereby as it
shall reasonably request.

          6.2  CONDITIONS TO EACH EXTENSION OF CREDIT.  The agreement of each
Lender to make any Extension of Credit requested to be made by it on any date
(including, without limitation, the initial Extension of Credit) is subject to
the satisfaction or waiver of the following conditions precedent:


                                       41

<PAGE>

          (a)  REPRESENTATIONS AND WARRANTIES.  Each of the representations
     and warranties made by the Borrower and each of its Subsidiaries in or
     pursuant to the Loan Documents shall be true and correct in all
     material respects on and as of such date as if made on and as of such
     date (except to the extent that such representations and warranties
     were expressly made only as of a specific date).

          (b)  NO DEFAULT.  No Default or Event of Default shall have
     occurred and be continuing on such date or after giving effect to the
     extensions of credit requested to be made on such date.

          (c)  LETTER OF CREDIT APPLICATIONS.  With respect to the issuance
     of any Letter of Credit, the Issuing Lender shall have received an
     Application, completed to its reasonable satisfaction and duly
     executed by a Responsible Officer.

          (d)  BORROWING CERTIFICATE.  The Agent shall have received, with
     a counterpart for each Lender, a borrowing certificate dated the
     requested Borrowing Date, with appropriate insertions and attachments
     satisfactory in form and substance to the Agent, executed by the
     President or any Vice President and the Secretary or any Assistant
     Secretary of the Borrower.

          Each borrowing by and each issuance of a Letter of Credit on behalf of
the Borrower hereunder shall constitute a representation and warranty by the
Borrower as of the date of such Loan or issuance that the conditions contained
in this subsection 6.2 have been satisfied.

                        SECTION 7.  AFFIRMATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments remain in
effect, any Loan or Letter of Credit remains outstanding and unpaid or any other
amount is owing to any Lender or the Agent hereunder, it shall and (except in
the case of delivery of financial information, reports and notices) shall cause
each of its Subsidiaries to:

          7.1  FINANCIAL STATEMENTS.  Furnish to each Lender:

          (a)  as soon as available, but in any event within 90 days after
     the end of each fiscal year of the Borrower, a copy of the
     consolidated balance sheet of the Borrower and its consolidated
     Subsidiaries as at the end of such year and the related consolidated
     and consolidating statements of income and retained earnings and of
     cash flows for such year, setting forth in each case in comparative
     form the figures for the previous year, reported on without a "going
     concern" or like qualification or exception, or qualification arising
     out of the scope of the audit, by Ernst & Young or other independent
     certified public accountants of nationally recognized standing not
     unacceptable to the Required Lenders; and

          (b)  as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Borrower, the

                                            42

<PAGE>

     unaudited consolidated balance sheet of the Borrower and its consolidated
     Subsidiaries as at the end of such quarter and the related unaudited
     consolidated statements of income and retained earnings and of cash flows
     of the Borrower and its consolidated Subsidiaries for such quarter and the
     portion of the fiscal year through the end of such quarter, setting forth
     in each case in comparative form the figures for the previous year,
     certified by a Responsible Officer as being fairly stated in all material
     respects (subject to normal year-end audit adjustments)

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein and except that the financial statements delivered
pursuant to subsection 7.1(b) may not include notes thereto).

          7.2  CERTIFICATES; OTHER INFORMATION.  Furnish to each Lender:

          (a)  concurrently with the delivery of the financial statements
     referred to in subsection 7.1(a), a certificate of the independent
     certified public accountants reporting on such financial statements
     stating that in making the examination necessary therefor no knowledge
     was obtained of any Event of Default, except as specified in such
     certificate;

          (b)  concurrently with the delivery of the financial statement
     referred to in subsections 7.1(a) and (b), a certificate of a
     Responsible Officer ("COMPLIANCE CERTIFICATE") stating that, to the
     best of such officer's knowledge, during such period (i) no Subsidiary
     has been formed or acquired (or, if any such Subsidiary has been
     formed or acquired, the Borrower has complied with the requirements of
     subsection 7.9 with respect thereto), (ii) neither the Borrower nor
     any of its Subsidiaries has changed its name, its principal place of
     business, its chief executive office or the location of any material
     item of tangible Collateral without either giving prompt written
     notice of such event to the Agent or complying with the requirements
     of this Agreement and the Security Agreements with respect thereto,
     (iii) the Borrower has observed or performed all of its covenants and
     other agreements, and satisfied every condition, contained in this
     Agreement and the other Loan Documents to be observed, performed or
     satisfied by it other than with respect to those matters which have
     been cured within the grace periods specified herein or expressly
     waived by the Lenders or the Required Lenders, as appropriate, and
     (iv) the Borrower has set forth in reasonable detail any and all
     calculations necessary to show compliance with all of the financial
     condition covenants set forth in subsections 8.1 and 8.9, including,
     without limitation, calculations and reconciliations, if any,
     necessary to show compliance with such financial condition covenants
     on the basis of generally accepted accounting principles in the United
     States of America consistent with those utilized in preparing the
     audited financial statements referred to in subsection 5.1, and that
     such Officer has obtained no knowledge of any Default or Event of
     Default except as specified in such certificate;


                                       43
<PAGE>

          (c)  not later than 60 days after the end of each fiscal year of
     the Borrower, a copy of the projections of the operating budget and
     cash flow budget of the Borrower and its Subsidiaries for the
     succeeding fiscal year, such projections to be accompanied by a
     certificate of a Responsible Officer to the effect that such
     projections have been prepared on the basis of sound financial
     planning practice and that such Officer has no reason to believe they
     are incorrect or misleading in any material respect;

          (d)  as soon as practicable after the same are sent, copies of
     all financial statements and reports which the Borrower or any of its
     Subsidiaries sends to its stockholders in their capacities as such,
     and as soon as practicable after the same are filed, copies of all
     financial statements and reports which the Borrower or any of its
     Subsidiaries may make to, or file with, the Securities and Exchange
     Commission or any successor or analogous Governmental Authority;

          (e)  promptly upon receipt thereof, copies of all final reports
     submitted to the Borrower or any of its Subsidiaries by independent
     certified public accountants in connection with each annual, interim
     or special financial audit of the books of the Borrower or any of its
     Subsidiaries made by such accountants, including, without limitation,
     any final comment letter submitted by such accountants to management
     in connection with their annual audit PROVIDED, in each case, that
     such final report or letter, as the case may be, concerns an event or
     events which could reasonably be expected to have a Material Adverse
     Effect; and

          (f)  promptly, such additional financial and other information as
     any Lender may from time to time reasonably request.


          7.3  PAYMENT OF OBLIGATIONS.  Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent in accordance with current
business practice, as the case may be, all its material obligations of whatever
nature, except where the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and reserves in conformity with GAAP
with respect thereto have been provided on the books of the Borrower or any of
its Subsidiaries, as the case may be.

          7.4  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.  Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business except as otherwise permitted
pursuant to subsection 8.5; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

          7.5  MAINTENANCE OF PROPERTY; INSURANCE.  Keep (except as permitted by
subsection 8.6) all property that is useful and necessary in the then current
conduct of its business in good working order and condition (ordinary wear and
tear excepted); maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks (but including in any event public liability,


                                       44

<PAGE>

product liability and business interruption) as are usually insured against in
the same general area by companies engaged in the same or a similar business;
and furnish to the Agent, upon written request, full information as to the
insurance carried.

          7.6  INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.  Keep
proper books of records and account in which proper entries in conformity with
GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities; and permit representatives of the
Agent and any Lender to visit and inspect any of its properties and examine and
make abstracts from any of its books and records at any reasonable time and as
often as may reasonably be desired following reasonable notice (including topics
for discussion), and to discuss the business, operations, properties and
financial and other condition of the Borrower and the its Subsidiaries with
officers of the Borrower and its Subsidiaries and with its independent certified
public accountants.

          7.7  NOTICES.  Promptly give notice to the Agent and each Lender of:

          (a)  any Responsible Officer becoming aware of the occurrence of
     any Default or Event of Default;

          (b)  any (i) default or event of default under any Contractual
     Obligation of the Borrower or any of its Subsidiaries or (ii)
     litigation, investigation or proceeding which may exist at any time
     between the Borrower or any of its Subsidiaries and any Governmental
     Authority, which in either case, if not cured or if adversely
     determined, as the case may be, could reasonably be expected to have a
     Material Adverse Effect;

          (c)  any litigation or proceeding affecting the Borrower or any
     of its Subsidiaries in which the amount involved is $1,000,000 or more
     and not covered by insurance or in which injunctive or similar relief
     is sought if the granting of such injunctive or other relief could
     reasonably be expected to have a Material Adverse Effect;

          (d)  the following events, as soon as possible and in any event
     within 30 days after the Borrower knows or has reason to know thereof:
     (i) the occurrence (or the reasonable expectation of the occurrence)
     of any Reportable Event with respect to any Plan, a failure to make
     any required contribution to a Plan, the creation of any Lien in favor
     of the PBGC or a Plan or any withdrawal from, or the termination,
     Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
     institution of proceedings or the taking of any other action by the
     PBGC or any Multiemployer Plan to effect a termination or
     Reorganization of any Multiemployer Plan or any Single Employer Plan
     or (iii) the termination or partial termination of any Single Employer
     Plan by the Borrower or any Commonly Controlled Entity;

          (e)  (i) any release or discharge by the Borrower or any of its
     Subsidiaries of any Material of Environmental Concern required to be
     reported under Environmental Laws to any Governmental Authority; (ii) any
     condition, circumstance, occurrence or event that could result in a
     material liability under Environmental Laws or could result


                                       45

<PAGE>

     in the imposition of any Lien or other restriction on the title, ownership
     or transferability of any material Property; and (iii) any proposed action
     to be taken by the Borrower or any of its Subsidiaries that could
     reasonably be expected to subject the Borrower or any of its Subsidiaries
     to any material additional or different requirements or liabilities under
     Environmental Law;

          (f)  any development or event which could reasonably be expected to
     have a Material Adverse Effect; and

          (g)  promptly upon the occurrence thereof, the occurrence of a Change
     of Control or a "Change of Control" (as defined in the Senior Subordinated
     Note Indenture).

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower or such Subsidiary proposes to take with
respect thereto.

          7.8  Environmental Laws.

          (a)  Comply in all material respects with, and make reasonable efforts
to ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply with and
maintain, and ensure that all tenants and subtenants obtain and comply in all
material respects with, and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws.

          (b)  Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required by Governmental
Authorities under Environmental Laws and promptly comply with all lawful orders
and directives of all Governmental Authorities regarding Environmental Laws
other than such orders and directives as to which an appeal or other challenge
has been timely and properly taken in good faith and the pendency of any and all
such appeals and other challenges does not give rise to a Material Adverse
Effect.

          7.9  Additional Collateral.

          (a)  With respect to any assets (or any interest therein) acquired
after the Closing Date by the Borrower or any of its Subsidiaries that are
intended to be subject to the Lien created by any of the Security Agreements but
which are not so subject promptly (and in any event within 60 days after the
acquisition thereof):  (i) execute and deliver to the Agent such amendments to
the relevant Security Agreements or such other documents as the Agent shall deem
necessary or advisable to grant to the Agent, for the benefit of the Lenders, a
Lien on such assets (or such interest therein), (ii) take all actions necessary
or advisable to cause such Lien to be duly perfected in accordance with all
applicable Requirements of Law, including, without limitation, the filing of
financing statements and the recording of leasehold mortgages in such
jurisdictions as may be requested by the Agent, (iii) if requested by the


                                       46

<PAGE>

Agent, deliver to the Agent legal opinions relating to the matters described in
clauses (i) and (ii) immediately preceding, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Agent, and (iv) if
requested by the Agent, deliver to the Agent surveys, title insurance and flood
insurance reasonably satisfactory to the Agent.

          (b)  With respect to any Person that, subsequent to the Closing Date,
becomes a domestic Subsidiary, promptly upon the request of the Agent:  (i)
execute and deliver to the Agent, for the benefit of the Lenders, a new pledge
agreement, or such amendments to the Guarantee and Collateral Agreement as the
Agent shall deem necessary or advisable to grant to the Agent, for the benefit
of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by
the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the
certificates representing such Capital Stock, together with undated stock powers
executed and delivered in blank by a duly authorized officer of the Borrower or
such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to
become a party to the Guarantee and Collateral Agreement or to a new security
agreement in each case pursuant to an annex to the Guarantee and Collateral
Agreement which is in form and substance satisfactory to the Agent, and (B) to
take all actions necessary or advisable to cause the Lien created by the
Guarantee and Collateral Agreement or such security agreement, to be duly
perfected in accordance with all applicable Requirements of Law, including,
without limitation, the filing of financing statements in such jurisdictions as
may be requested by the Agent and (iv) if requested by the Agent, deliver to the
Agent legal opinions relating to the matters described in clauses (i), (ii) and
(iii) immediately preceding, which opinions shall be in form and substance, and
from counsel, reasonably satisfactory to the Agent.

          (c)  With respect to any Person that subsequent to the Closing Date
becomes a foreign Subsidiary (other than a foreign Subsidiary owned by another
foreign Subsidiary), promptly upon the request of the Agent: (i) execute and
deliver to the Agent a foreign stock pledge agreement relating to the pledge of
the shares of such foreign Subsidiary executed and delivered by a duly
authorized officer of the Borrower or its domestic Subsidiary, as the case may
be, with a counterpart or a conformed copy for each Lender, (ii) deliver to the
Agent the certificate[s] representing 65% of the Capital Stock of such foreign
Subsidiary, together with, if required by such foreign stock pledge agreement,
undated stock powers for each such certificate executed in blank by a duly
authorized officer of the pledgor thereof, (iii) complete such other actions as
are necessary or, in the opinion of the Agent, desirable to perfect the Liens
created by such foreign stock pledge agreement and (iv) cause the delivery of
the executed legal opinion of special foreign counsel with respect to such
foreign stock pledge agreement, in form and substance reasonably satisfactory to
the Agent.

          7.10  FURTHER ASSURANCES.  Upon the request of the Agent, promptly
perform or cause to be performed any and all acts and execute or cause to be
executed any and all documents (including, without limitation, financing
statements and continuation statements) for filing under the provisions of the
Uniform Commercial Code or any other Requirement of Law which are necessary or
advisable to maintain in favor of the Agent, for the benefit of the Lenders,
Liens on the Collateral that are duly perfected in accordance with all
applicable Requirements of Law.


                                       47

<PAGE>

          7.11  REDEMPTION OF SENIOR SUBORDINATED NOTES.  Within 75 days after
the Closing Date, complete the purchase and cancellation of not less than
$33,800,000 in aggregate principal amount of its 1994 and 1995 Senior
Subordinated Notes, PROVIDED that in no event shall the aggregate amount paid
(including premiums, fees and expenses) in connection with such purchase exceed
$47,200,000.


          7.12  PROPERTY MATTERS.  No later than 90 days following the Closing
Date, at its own expense, request and use reasonable best efforts to obtain (i)
a consent, or landlord waiver or leasehold mortgage, each in form and substance
reasonably satisfactory to the Agent, from each of the landlords of such
facilities as the Agent may reasonably designate and (ii) take all actions
necessary or, in the opinion of the Agent, desirable to cause any liens created
by any leasehold mortgage to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the recording of such
leasehold mortgages in such jurisdictions as may be requested by the Agent.

                         SECTION 8.  NEGATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments remain in
effect, any Loan or Letter of Credit remains outstanding and unpaid or any other
amount is owing to any Lender or the Agent hereunder, it shall not, and (except
with respect to subsection 8.1) shall not permit any of its Subsidiaries to,
directly or indirectly:

          8.1  FINANCIAL CONDITION COVENANTS.

          (a)  TOTAL INDEBTEDNESS TO EBITDA.  Permit the ratio of
     Consolidated Total Indebtedness of the Borrower on the last day of any
     fiscal quarter of the Borrower to Consolidated EBITDA of the Borrower
     for the period of four consecutive fiscal quarters of the Borrower
     ending on such date to be greater than the amount set forth below
     opposite the last day of such fiscal quarter:

                    Date                        Ratio
                    ----                        -----

                March 31, 1997               3.75 to 1.0
                June 30, 1997                3.75 to 1.0
                September 30, 1997           3.75 to 1.0
                December 31, 1997            3.75 to 1.0
                March 31, 1998               3.75 to 1.0
                June 30, 1998                3.75 to 1.0
                September 30, 1998           3.75 to 1.0
                December 31, 1998            3.75 to 1.0
                March 31, 1999               3.25 to 1.0
                June 30, 1999                3.25 to 1.0
                September 30, 1999           3.25 to 1.0
                December 31, 1999            3.25 to 1.0
                March 31, 2000               3.00 to 1.0
                June 30, 2000                3.00 to 1.0


                                       48
<PAGE>

                September 30, 2000           3.00 to 1.0
                December 31, 2000            3.00 to 1.0
                March 31, 2001               3.00 to 1.0
                June 30, 2001                3.00 to 1.0
                September 30, 2001           3.00 to 1.0
                December 31, 2001            3.00 to 1.0


          (b)  INTEREST COVERAGE.  Permit for any period of four
     consecutive fiscal quarters ending on any date set forth below the
     ratio of (A) the difference of Consolidated EBITDA of the Borrower for
     such period minus Consolidated Capital Expenditures of the Borrower
     for such period to (B) Consolidated Interest Expense of the Borrower
     for such period to be less than the ratio set forth below opposite the
     date on which the last of such fiscal quarters ends:

                         Date                        Ratio
                         ----                        -----

                    March 31, 1997                2.25 to 1.0
                    June 30, 1997                 2.25 to 1.0
                    September 30, 1997            2.25 to 1.0
                    December 31, 1997             2.25 to 1.0
                    March 31, 1998                2.25 to 1.0
                    June 30, 1998                 2.25 to 1.0
                    September 30, 1998            2.25 to 1.0
                    December 31, 1998             2.25 to 1.0
                    March 31, 1999                2.50 to 1.0
                    June 30, 1999                 2.50 to 1.0
                    September 30, 1999            2.50 to 1.0
                    December 31, 1999             2.50 to 1.0
                    March 31, 2000                3.00 to 1.0
                    June 30, 2000                 3.00 to 1.0
                    September 30, 2000            3.00 to 1.0
                    December 31, 2000             3.00 to 1.0
                    March 31, 2001                3.00 to 1.0
                    June 30, 2001                 3.00 to 1.0
                    September 30, 2001            3.00 to 1.0
                    December 31, 2001             3.00 to 1.0

          (c)  MAINTENANCE OF NET WORTH.  Permit the Consolidated Net Worth
     of the Borrower at any time to be less than the sum of $80,000,000
     plus 50% of the cumulative sum of Consolidated Net Income for each
     fiscal quarter (if positive) beginning after the Closing Date and
     ended at or prior to such time.

          8.2  LIMITATION ON INDEBTEDNESS.  Create, incur, assume or suffer to
exist any Indebtedness, except:


                                       49

<PAGE>

          (a)  Indebtedness of the Borrower under this Agreement;

          (b)  Indebtedness of (i) the Borrower to any Subsidiary and (ii)
     any Subsidiary which is a party to the Guarantee and Collateral
     Agreement or another subsidiary guarantee to the Borrower; PROVIDED
     that the Borrower hereby agrees that all such Indebtedness of any such
     Subsidiary to the Borrower permitted pursuant to clause (ii) above is
     subordinated to the payment in full of the obligations of such
     Subsidiary under the Guarantee and Collateral Agreement or another
     subsidiary guarantee to which it is a party, and any payment received
     by the Borrower in respect thereof while an Event of Default shall
     have occurred and be continuing shall be held by the Borrower in trust
     for the Agent and paid over to the Agent, for the benefit of the
     Lenders, in the event of any demand in respect of the Guarantee and
     Collateral Agreement or such subsidiary guarantee;

          (c) Indebtedness of the Borrower and any of its Subsidiaries
     incurred not later than 180 days after the acquisition of fixed or
     capital assets to finance the acquisition of such fixed or capital
     assets (whether pursuant to a loan, a Financing Lease or otherwise),
     in an initial amount not less than 75% of the original purchase price
     of such property at the time it was acquired, and any renewals,
     extensions, refundings or refinancings of such indebtedness; PROVIDED
     that the terms of such Indebtedness shall not prohibit or limit the
     ability of any Subsidiary to declare or pay any dividend or make any
     payment or other distribution (other than a distribution of the assets
     financed by such Indebtedness), either directly or indirectly, to or
     for the account of the Borrower or any Subsidiary of the Borrower;

          (d)  Indebtedness outstanding on the date hereof and listed on
     Schedule 8.2, not to exceed an aggregate outstanding principal amount
     of $250,000 on the Closing Date, and any renewals, extensions,
     refundings or refinancings of such Indebtedness, provided the amount
     thereof is not increased, the maturity of any installment of principal
     thereof is not shortened and the subordination provisions thereof are
     not amended or modified except on terms and conditions satisfactory to
     the Required Lenders;

          (e)  (i) Indebtedness under the 1994 Senior Subordinated Notes
     (including any 1994 Senior Subordinated Notes exchanged for other 1994
     Senior Subordinated Notes) and (ii) Indebtedness under the 1995 Senior
     Subordinated Notes (including any 1995 Senior Subordinated Notes
     exchanged for other 1995 Senior Subordinated Notes) PROVIDED that, in
     the case of both clauses (i) and (ii) above, the Borrower shall not,
     directly or indirectly, without the consent of the Required Lenders,
     permit the modification, waiver or amendment of any of the terms
     (including, without limitation, the subordination provisions) of the
     Senior Subordinated Notes (other than any such amendment, modification
     or change which (i) would extend the maturity or mandatory redemption
     date thereof or reduce the amount of any principal or redemption
     payments in respect thereof, (ii) would reduce the rate or extend the
     date for payment of interest or (iii) would not adversely affect the
     interests of the Agent or any Lender under any


                                       50

<PAGE>

     Loan Document, or (iv) is of a technical or clarifying nature and can be
     made without the consent of any holder of such Senior Subordinated Notes);


          (f)  Indebtedness of the Canadian Subsidiaries at any time not
exceeding an aggregate principal amount outstanding equivalent at such time to
$2,750,000 (U.S. Dollars);

          (g)  Indebtedness in respect of (i) Hedging Agreements not involving
more than $50,000,000 in aggregate notional amount at any one time outstanding
or (ii) rate caps, collars or similar agreements in respect of interest or
currency rate fluctuations that require payment by the Borrower only of fixed
fees determined at or prior to the effectiveness thereof and not termination
payments or other payments or liabilities that change in amount based on changes
in underlying rates; provided that in each case such Hedging Agreements are
entered into for legitimate hedging purposes related to the business of the
Borrower and its Subsidiaries and not for speculative purposes; and

          (h)  additional Indebtedness of the Borrower in aggregate principal
amount outstanding at any time not exceeding $10,000,000.

          8.3  LIMITATION ON LIENS.  Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

          (a)  Liens for taxes, assessments or other governmental charges
     not yet overdue or which are being contested in good faith by
     appropriate proceedings, PROVIDED that adequate reserves with respect
     thereto are maintained on the books of the Borrower or its
     Subsidiaries, as the case may be, in conformity with GAAP;

          (b)  carriers', warehousemen's, mechanics', materialmen's,
     repairmen's or other like Liens arising in the ordinary course of
     business which are not overdue for a period of more than 60 days or
     which are being contested in good faith by appropriate proceedings;

          (c)  pledges or deposits in connection with workers'
     compensation, unemployment insurance and other social security
     legislation and deposits securing liability to insurance carriers
     under insurance or self-insurance arrangements;

          (d)  deposits to secure the performance of bids, tenders, trade
     or government contracts (other than for borrowed money), leases,
     licenses, statutory obligations, surety and appeal bonds, performance
     bonds and other obligations of a like nature incurred in the ordinary
     course of business;

          (e)  easements, rights-of-way, building, zoning and other similar
     restrictions, utility agreements, covenants, reservations and
     encroachments and other similar encumbrances or title defects
     incurred, or leases or subleases granted to others in the ordinary
     course of business which, in the aggregate, do not materially detract
     from the


                                       51

<PAGE>

aggregate value of the properties of the Borrower and its Subsidiaries, taken as
a whole, or in the aggregate materially interfere with the ordinary conduct of
the business of the Borrower and its Subsidiaries, taken as a whole;

          (f)  Liens in existence on the date hereof listed on Schedule
     8.3, securing Indebtedness permitted by subsection 8.2(d), PROVIDED
     that no such Lien is spread to cover any additional property after the
     Closing Date and that the amount of Indebtedness secured thereby is
     not increased;

          (g)  Liens securing Indebtedness of the Borrower and its
     Subsidiaries permitted by subsection 8.2(c) incurred to finance the
     acquisition of fixed or capital assets, PROVIDED that (i) such Liens
     shall be created not later than 180 days after the acquisition of such
     fixed or capital assets, (ii) such Liens do not at any time encumber
     any property other than the property financed by such Indebtedness,
     (iii) the principal amount of Indebtedness secured thereby is not
     increased and (iv) the principal amount of Indebtedness secured by any
     such Lien shall at no time exceed 100% of the original purchase price
     of such property at the time it was acquired;

          (h)  Liens on property other than the Collateral (not otherwise
     permitted hereunder) which secure obligations not exceeding (as to the
     Borrower and all Subsidiaries) $5,000,000 in an aggregate amount at
     any time outstanding;

          (i)  Liens created pursuant to the Loan Documents;

          (j)  Liens on assets of corporations which become Subsidiaries of
     the Company after the date hereof existing on the date of such
     acquisition, PROVIDED that (i) such Liens do not at any time encumber
     any property other than the property financed by such Indebtedness,
     (ii) the principal amount of Indebtedness secured thereby is not
     increased and (iv) such Lien or indebtedness is not created or
     incurred in connection with or contemplation of such acquisition; and

          (k)  Liens on assets of the Canadian Subsidiaries of the Borrower
     securing Indebtedness permitted by subsection 8.2(f).

          8.4  LIMITATION ON GUARANTEE OBLIGATIONS.  Create, incur, assume or
suffer to exist any Guarantee Obligation except:

          (a)  Guarantee Obligations in existence on the date hereof not to
     exceed $100,000 in the aggregate;

          (b)  Guarantee Obligations in respect of the Senior Subordinated
     Notes; PROVIDED that such Guarantee Obligations are subordinated and
     junior in all respects to the obligations of the Loan Parties under
     the Loan Documents;

          (c)  Guarantee Obligations incurred after the date hereof in an
     aggregate amount not to exceed $5,000,000 at any one time outstanding;


                                       52
<PAGE>

          (d)  the Guarantee and Collateral Agreement and any other
     subsidiary guarantee entered into from time to time pursuant to the
     terms of this Agreement;

          (e)  Guarantee Obligations in respect of Letters of Credit;

          (f)  guarantees made by the Borrower or any Subsidiary of
     obligations of any Subsidiary which is a Guarantor or of the Borrower,
     which Indebtedness is otherwise permitted under this Agreement; and

          (g)  guarantees made in the ordinary course of its business by
     the Borrower or any Subsidiary of obligations of any Subsidiary which
     is a Guarantor or of the Borrower, which obligations are otherwise
     permitted under this Agreement.

          8.5  LIMITATION ON FUNDAMENTAL CHANGES.  Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its lines of business, except that (i)
any Subsidiary of the Borrower may be merged or consolidated with or into, or
may sell, lease, transfer or otherwise dispose of any of its assets to, the
Borrower (PROVIDED that the Borrower shall be the continuing, surviving, or
acquiring corporation) or with, into or to any one or more wholly-owned
Subsidiaries of the Borrower which is a Guarantor (PROVIDED that the wholly-
owned Subsidiary or Subsidiaries, which is a Guarantor, shall be the continuing,
surviving or acquiring corporation) and (ii) any Subsidiary of the Borrower
formed for the purpose of effecting an acquisition of assets permitted hereunder
may be merged or consolidated with any other Person (PROVIDED that the
continuing or surviving corporation of such merger or consolidation shall be a
Subsidiary of the Borrower).

          8.6  LIMITATION ON SALE OF ASSETS.  Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Borrower or any wholly owned Subsidiary, except:

          (a)  the sale or other disposition of obsolete or worn out
     property in the ordinary course of business;


          (b)  the sale or other disposition of any property (other than
     inventory or obsolete or worn out property in the ordinary course of
     business) in the ordinary course of business PROVIDED that the
     aggregate consideration received in any fiscal year shall not exceed
     20% of the Consolidated EBITDA of the Borrower for such fiscal year;

          (c)  the sale or return of inventory in the ordinary course of
     business;


                                       53

<PAGE>

          (d)  the sublease of real or personal property on commercially
     reasonable terms to the extent that the Borrower determines that such
     property is no longer necessary in the conduct of the business of the
     Borrower and its Subsidiaries; and

          (e)  as permitted by subsection 8.5(i).

          8.7  LIMITATION ON LEASES.  Permit Consolidated Lease Expense for any
fiscal year of the Borrower to exceed an amount equal to $8,000,000 for the
fiscal year ending December 31, 1997, and $10,000,000 for each fiscal year
thereafter.

          8.8  LIMITATION ON DIVIDENDS.  (a)  Declare or pay any dividend (other
than dividends payable solely in common stock of the Borrower) on, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of,
any shares of any class of Capital Stock of the Borrower or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Subsidiary (such declarations, payments, setting apart, purchases,
redemptions, defeasance, retirements, acquisitions and distributions being
herein called "RESTRICTED PAYMENTS"); PROVIDED THAT so long as no Default or
Event of Default has occurred and is continuing, the Borrower and its
Subsidiaries may (i) make Restricted Payments in any fiscal year not to exceed
$1,000,000 in the aggregate, (ii) make Restricted Payments not to exceed
$3,000,000 in the aggregate in any fiscal year or $6,000,000 in the aggregate on
a cumulative basis after the Closing Date to permit the Borrower to repurchase
shares of its common stock or rights, options or units thereof in respect of any
management subscription or similar employment agreement and (iii) make
Restricted Payments consisting of Specified Preferred Stock.

          (b)  Permit the terms of any Contractual Obligation of any Subsidiary
to prohibit or limit the ability of any Subsidiary to declare or pay any
dividend or make any payment or other distribution, either directly or
indirectly, to or for the account of the Borrower or any other wholly-owned
Subsidiary of the Borrower provided that this subsection 8.8(b) shall not apply
to (A) purchase money obligations or Financing Leases (or refinancings thereof
that impose no more restrictive restrictions ) for property acquired in the
ordinary course of business that impose restrictions solely on the property so
acquired, (B) restrictions with respect to a Subsidiary imposed pursuant to a
binding agreement which has been entered into for the sale or disposition
(including by merger or consolidation) of all or substantially all of the
Capital Stock or assets of such Subsidiary, provided that such restrictions
apply solely to such Capital Stock or asset of such Subsidiary and such sale or
disposition is otherwise permitted pursuant to this Agreement and (C)
restrictions arising by reason of customary non-assignment or no-subletting
clauses in leases or other contracts entered into in the ordinary course of
business.

          8.9  LIMITATION ON CAPITAL EXPENDITURES.  Make any expenditure in
respect of the purchase or other acquisition of fixed or capital assets
(excluding any such asset acquired in connection with normal replacement and
maintenance programs properly charged to current operations and any expenditure
from the proceeds of casualty insurance used to repair or


                                       54
<PAGE>

replace the assets affected by such casualty loss) except for expenditures in
the ordinary course of business not exceeding, in the aggregate for the Borrower
and its Subsidiaries (i) during any of the fiscal years of the Borrower set
forth below, the amount set forth opposite such fiscal year below:

                Fiscal Year             Amount
                -----------             ------

                   1997               $10,000,000
                   1998               $10,000,000
                   1999               $12,000,000
                   2000               $13,000,000
                   2001               $13,000,000

PROVIDED, that in the event that the amount set forth above for any fiscal year
set forth (before giving effect to any carry-over amount pursuant to this
proviso) above exceeds the actual amount of all capital expenditures for such
fiscal year determined in accordance with GAAP, the entire amount of such excess
may be carried over for expenditure in that portion of the fiscal year
immediately following such fiscal year which follows delivery of the financial
statements delivered pursuant to subsection 7.1(a) with respect to such fiscal
year.

          8.10  LIMITATION ON INVESTMENTS, LOANS AND ADVANCES.  Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

          (a)  extensions of trade credit in the ordinary course of
     business;

          (b)  investments in Cash Equivalents;

          (c)  loans or advances to officers or employees to pay relocation
     costs of such officers or employees in connection with their
     employment by the Borrower or any of its Subsidiaries;

          (d)  any notes, securities or other instruments received as
     consideration for any sale of assets permitted hereunder in an
     aggregate amount not to exceed $500,000 in any fiscal year of the
     Borrower;

          (e)  any notes, securities or other instruments received as part
     of the settlement of litigation or in satisfaction of extensions of
     credit to any Person otherwise permitted hereunder pursuant to the
     reorganization, bankruptcy or liquidation of such Person;

          (f)  (i) investments by the Borrower in its Subsidiaries which
     are or, immediately after giving effect thereto, become parties to the
     Guarantee and Collateral Agreement and the Capital Stock of which is
     pledged to the Agent to secure the Borrower's obligations hereunder
     and under the other Loan Documents, (ii) investments by Subsidiaries
     of the Borrower which are not parties to the Guarantee and Collateral
     Agreement in other Subsidiaries of the Borrower, (iii) investments by
     Subsidiaries of the Borrower which are parties to the Guarantee


                                       55

<PAGE>

     and Collateral Agreement in the Borrower and in other Subsidiaries of the
     Borrower which are parties to the Guarantee and Collateral Agreement and
     (iv) investments by the Borrower or Subsidiaries of the Borrower which are
     parties to the Guarantee and Collateral Agreement in Mascot and King-O-
     Matic in an aggregate amount not exceeding $5,000,000 at any time;

          (g)  payroll advances in the ordinary course of business;

          (h)  travel and entertainment advances and other loans to
     officers and employees, PROVIDED that the aggregate principal amount
     of all such loans and advances outstanding at any one time shall not
     exceed $100,000;

          (i)  acquisitions by the Borrower and its Subsidiaries, of assets or
     Capital Stock of one or more corporations or other Persons so long as (i)
     each such acquisition and all transactions related thereto shall be
     consummated in accordance with applicable Requirements of Law; (ii) the
     total consideration for each such acquisition shall not exceed $10,000,000;
     (iii) each such acquisition, in the case of an acquisition of Capital
     Stock, shall result in such corporation or Person becoming a Subsidiary;
     (iv) after giving effect to any such acquisition, no Default or Event of
     Default shall have occurred and be continuing; and (v) the Borrower shall
     have delivered to the Agent a certificate demonstrating that the
     requirements of subsection 8.1 would be satisfied on a pro forma basis as
     at the end of the most recently ended fiscal quarter of the Borrower with
     respect to which financial statements have been delivered pursuant to
     subsection 7.1 if each such acquisition had occurred on or prior to the
     first day of the four fiscal quarter period ended with such most recently
     ended fiscal quarter;

          (j)  acquisitions by the Borrower and its Subsidiaries, for cash
     or other consideration exceeding $10,000,000 in the aggregate, of one
     or more companies or businesses engaged in the same general type of
     business as is conducted by the Borrower and its Subsidiaries;
     PROVIDED that (i) any such Acquisition shall be subject to the consent
     of the Required Lenders, (ii) each such acquisition and all
     transactions related thereto shall be consummated in accordance with
     applicable Requirements of Law, (iii) each such acquisition, in the
     case of an acquisition of Capital Stock, shall result in such
     corporation or Person becoming a Subsidiary, (iv) after giving effect
     to any such acquisition, no Default or Event of Default shall have
     occurred and be continuing and (v) the requirements of subsection 8.1
     would be satisfied on a pro forma basis as at the end of the most
     recently ended fiscal quarter of the Borrower with respect to which
     financial statements have been delivered pursuant to subsection 7.1 if
     each such acquisition had occurred on or prior to the first day of the
     four fiscal quarter period ended with such most recently ended fiscal
     quarter (it being understood that the information about such
     acquisition must be reasonably satisfactory in form and substance to
     the Required Lenders);


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<PAGE>

          (k)  investments existing on the Closing Date and set forth on
     Schedule 8.10; and

          (l)  investments not permitted by the foregoing clauses of this
     8.10 by the Borrower or its Subsidiaries in a Person which the
     Borrower and/or its Subsidiaries owns, or immediately after giving
     effect to such investment will own, more than 20% of such Person's
     outstanding voting Capital Stock (but which Person is not, and will
     not be, after giving effect to such investment, a Subsidiary) in an
     aggregate principal amount at any one time not to exceed $3,000,000.

          8.11  LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT
ISTRUMENTS. (a)  Make any optional payment or prepayment on or redemption of any
Senior Subordinated Notes other than (i) the purchase thereof referred to in
subsection 7.11 and (ii) additional such payments in an aggregate amount not to
exceed $5,000,000 after the date hereof or (b) amend, modify or change, or
consent or agree to any amendment, modification or change to any of the terms of
the Senior Subordinated Notes (other than any such amendment, modification or
change which would extend the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend the date for payment
of interest thereon or make changes relieving the Borrower from compliance with
the terms thereof) PROVIDED that the Borrower and its Subsidiaries may use the
proceeds of any equity offering to pay, prepay or redeem any Senior Subordinated
Notes if the requirements of subsection 8.1 would be satisfied on a pro forma
basis as at the end of the most recently ended fiscal quarter of the Borrower
with respect to which financial statements have been delivered pursuant to
subsection 7.1 if each such payment, prepayment or redemption had occurred on or
prior to the first day of the four fiscal quarter period ended with such most
recently ended fiscal quarter.

          8.12  LIMITATION ON TRANSACTIONS WITH AFFILIATES.  Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate (other
than leases of property from Affiliates existing on the date hereof and
employment agreements, directors' fee arrangements, indemnification of
directors, officers and employees and loans to employees permitted hereunder in
the ordinary course of business) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of the Borrower's or
such Subsidiary's business and (c) upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable arm's length transaction with a Person which is not an
Affiliate; PROVIDED that notwithstanding the foregoing, such prohibited
transactions with Affiliates shall not include (a) payments of reasonable and
customary directors' fees and indemnities of directors, officers and employees
(b) payments to Aurora under any management services agreement as in effect on
the Closing Date, (c) transfers of inventory among the Loan Parties in the
ordinary course of business and (d) loans or advances to officers or employees
of the Borrower or any of its Subsidiaries to pay business related travel
expenses or reasonable relocation costs of such officers or employees in
connection with their employment by the Borrower or any of its Subsidiaries.


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<PAGE>

          8.13  LIMITATION ON SALES AND LEASEBACKS.  Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property
or rental obligations of the Borrower or such Subsidiary.

          8.14  LIMITATION ON CHANGES IN FISCAL YEAR.  Permit the fiscal year of
the Borrower to end on a day other than December 31.

          8.15  LIMITATION ON NEGATIVE PLEDGE CLAUSES.  Enter into with any
Person any agreement, other than (a) this Agreement, (b) the Senior Subordinated
Note Indenture and (c) any purchase money mortgages or Financing Leases
permitted by this Agreement (in which cases, any prohibition or limitation shall
only be effective against the assets financed thereby), which prohibits or
limits the ability of the Borrower or any of its Subsidiaries to create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired other than any Lien granted under this
Agreement or to secure purchase money mortgages of Financing Leases.

          8.16  LIMITATION ON LINES OF BUSINESS; CREATION OF SUBSIDIARIES.  (a)
Enter into any business, either directly or through any Subsidiary, except for
businesses which are of the same general type, and reasonably related to, those
in which the Borrower and its Subsidiaries are engaged on the date of this
Agreement.

          (b)  Create any new Subsidiaries of the Borrower other than any
Subsidiaries that shall execute and become party to the Guarantee and Collateral
Agreement.

          8.17  LIMITATION ON BORROWINGS.  Incur any obligations under this
Agreement and the other Loan Documents in an aggregate outstanding amount at any
time in excess of the Borrowing Base (as defined in the Indentures) such that
such aggregate outstanding amount would result in a default under any provision
of the Indentures.

                          SECTION 9.  EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)  The Borrower shall fail to pay any principal of any Loan
     when due in accordance with the terms thereof or hereof; or the
     Borrower shall fail to pay any Reimbursement Obligation within two
     days after such amount becomes due in accordance with the terms
     thereof or hereof; or the Borrower shall fail to pay any interest on
     any Note, or any other amount payable hereunder, within five days
     after any such interest or other amount becomes due in accordance with
     the terms thereof or hereof; or

          (b)  Any representation or warranty made or deemed made by the
     Borrower or any other Loan Party herein or in any other Loan Document
     or which is contained in


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<PAGE>

     any certificate, document or financial or other statement furnished by it
     at any time under or in connection with this Agreement or any such other
     Loan Document shall prove to have been incorrect in any material respect on
     or as of the date made or deemed made; or

          (c)  The Borrower or any other Loan Party shall default in the
     observance or performance of any agreement contained in subsection 7.7(a),
     7.11 or Section 8 of this Agreement; or

          (d)  The Borrower or any other Loan Party shall default in the
     observance or performance of any other agreement contained in this
     Agreement or any other Loan Document (other than as provided in
     paragraphs (a) through (c) of this Section), and such default shall
     continue unremedied for a period of 30 days; or

          (e)  The Borrower or any of its Subsidiaries shall (i) default in
     any payment of principal of or interest of any Indebtedness (other
     than the Notes) or in the payment of any Guarantee Obligation, in
     either case in an outstanding principal amount in excess of
     $2,500,000, beyond the period of grace (not to exceed 30 days), if
     any, provided in the instrument or agreement under which such
     Indebtedness or Guarantee Obligation was created; or (ii) default in
     the observance or performance of any other agreement or condition
     relating to any such Indebtedness or Guarantee Obligation or contained
     in any instrument or agreement evidencing, securing or relating
     thereto, or any other event shall occur or condition exist, in each
     case beyond the cure or grace period applicable thereto (not to exceed
     30 days), if any, provided in the instrument or agreement under which
     such Indebtedness or Guarantee Obligation was created, the effect of
     which default or other event or condition (and such passage of the
     cure or grace period, if applicable) is to cause, or to permit the
     holder or holders of such Indebtedness or beneficiary or beneficiaries
     of such Guarantee Obligation (or a trustee or agent on behalf of such
     holder or holders or beneficiary or beneficiaries) to cause, with the
     giving of notice if required, such Indebtedness to become due prior to
     its stated maturity or such Guarantee Obligation to become payable; or

          (f)  (i) The Borrower or any of its Subsidiaries shall commence
     any case, proceeding or other action (A) under any existing or future
     law of any jurisdiction, domestic or foreign, relating to bankruptcy,
     insolvency, reorganization or relief of debtors, seeking to have an
     order for relief entered with respect to it, or seeking to adjudicate
     it a bankrupt or insolvent, or seeking reorganization, arrangement,
     adjustment, winding-up, liquidation, dissolution, composition or other
     relief with respect to it or its debts, or (B) seeking appointment of
     a receiver, trustee, custodian, conservator or other similar official
     for it or for all or any substantial part of its assets, or the
     Borrower or any of its Subsidiaries shall make a general assignment
     for the benefit of its creditors; or (ii) there shall be commenced
     against the Borrower or any of its Subsidiaries any case, proceeding
     or other action of a nature referred to in clause (i) above which (A)
     results in the entry of an order for relief or any such adjudication
     or appointment or (B) remains undismissed, undischarged or unbonded
     for a period of 60 days; or (iii) there shall be commenced against the
     Borrower or any of its


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<PAGE>

     Subsidiaries any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, distraint or similar process against all
     or any substantial part of its assets which results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within 60 days from the entry thereof; or
     (iv) the Borrower or any of its Subsidiaries shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
     the Borrower or any of its Subsidiaries shall generally not, or shall be
     unable to, or shall admit in writing its inability to, pay its debts as
     they become due; or

          (g)  (i) Any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan; and in each case in clauses (i) through (vi) above, such event
     or condition, together with all other such events or conditions, if any,
     could reasonably be expected to have a Material Adverse Effect; or

          (h)  One or more judgments or decrees shall be entered against
     the Borrower or any of its Subsidiaries involving in the aggregate a
     liability (not paid or fully covered by insurance) of $1,000,000 or
     more at any one time, and all such judgments or decrees shall not have
     been vacated, discharged, stayed or bonded pending appeal within 60
     days from the entry thereof; or

          (i)  (i) Any material provision of the Security Agreements shall
     cease, for any reason, to be in full force and effect, or the Borrower
     or any other Loan Party which is a party to any of the Security
     Agreements shall so assert or (ii) the Lien created by any of the
     Security Agreements shall cease to be enforceable and of the same
     effect and priority purported to be created thereby; or

          (j)  Any guarantee under the Guarantee and Collateral Agreement
     shall cease, for any reason, to be in full force and effect or any
     Guarantor shall so assert, except in the event of a merger of
     Subsidiaries permitted hereunder if the surviving or continuing
     Subsidiary is a Guarantor or the Borrower; or


                                       60
<PAGE>

          (k)  Any of the subordination provisions in any Senior
     Subordinated Note shall cease, for any reason, to be in full force and
     effect, or the Borrower or any other party to the Senior Subordinated
     Note or any holder of the notes thereunder shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (f) above with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement (including,
without limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) and the Notes shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken:  (i) with the consent of the Required
Lenders, the Agent may, or upon the request of the Required Lenders, the Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Lenders, the Agent may, or upon the request of the
Required Lenders, the Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) and the Notes to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower shall at such time deposit in a cash
collateral account opened by the Agent an amount equal to the aggregate then
undrawn and unexpired amount of such Letters of Credit. The Borrower hereby
grants to the Agent, for the benefit of the Issuing Lender  and the L/C
Participants, a security interest in such cash collateral to secure all
obligations of the Borrower under this Agreement and the other Loan Documents.
Amounts held in such cash collateral account shall be applied by the Agent to
the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn
upon, if any, shall be applied to repay other obligations of the Borrower
hereunder and under the Notes. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrower hereunder and under the
Notes shall have been paid in full, the balance, if any, in such cash collateral
account shall be returned to the Borrower.  The Borrower shall execute and
deliver to the Agent, for the account of the Issuing Lender and the L/C
Participants, such further documents and instruments as the Agent may request to
evidence the creation and perfection of the within security interest in such
cash collateral account.

     Except as expressly provided above in this Section 9, presentment, demand,
protest and all other notices of any kind are hereby expressly waived to the
fullest extent permitted by applicable law.


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                             SECTION 10.  THE AGENT

          10.1  APPOINTMENT.  Each Lender hereby irrevocably designates and
appoints the Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto.   Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

          10.2  DELEGATION OF DUTIES.  The Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

          10.3  EXCULPATORY PROVISIONS.  Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the Notes or any other Loan
Document or for any failure of the Borrower to perform its obligations hereunder
or thereunder.  The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

          10.4  RELIANCE BY AGENT.  The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Agent.  The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Agent.  The Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such


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<PAGE>

advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
Notes and the other Loan Documents in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Notes.

          10.5  NOTICE OF DEFAULT.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders.  The
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; PROVIDED that unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders.

          10.6  NONRELIANCE ON AGENT AND OTHER LENDERS.  Each Lender expressly
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by the Agent hereinafter taken, including
any review of the affairs of the Borrower, shall be deemed to constitute any
representation or warranty by the Agent to any Lender.  Each Lender represents
to the Agent 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 appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Borrower and made its own decision to make its Loans hereunder and enter into
this Agreement.  Each Lender also represents that it will, independently and
without reliance upon the Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower.  Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

          10.7  INDEMNIFICATION.  The Lenders agree to indemnify the Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Commitment Percentages in effect on the date on which indemnification
is sought under this subsection (or, if indemnification is sought after the date
upon which the Commitments shall have terminated


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<PAGE>

and the Loans shall have been paid in full, ratably in accordance with their
Commitment Percentages immediately prior to such date), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes) be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or
omitted by the Agent under or in connection with any of the foregoing; PROVIDED
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Agent's gross
negligence or willful misconduct.  The agreements in this subsection shall
survive the payment of the Notes and all other amounts payable hereunder.

          10.8  AGENT IN ITS INDIVIDUAL CAPACITY.  The Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower as though the Agent were not the Agent hereunder and
under the other Loan Documents.  With respect to its Loans made or renewed by it
and any Note issued to it, the Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not the Agent, and the terms "Lender" and "Lenders" shall
include the Agent in its individual capacity.

          10.9  SUCCESSOR AGENT.  The Agent may resign as Agent upon 30 days'
notice to the Lenders.  If the Agent shall resign as Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, subject to the approval by the
Borrower (which approval shall not be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of the Agent, and
the term "Agent" shall mean such successor agent effective upon such appointment
and approval, and the former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement or any holders of the Notes.
After any retiring Agent's resignation as Agent, the provisions of this Section
10 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement and the other Loan Documents.

                           SECTION 11.  MISCELLANEOUS

          11.1  AMENDMENTS AND WAIVERS.  Neither this Agreement, any Note or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
Notes and the other Loan Documents for the purpose of adding any provisions to
this Agreement, the Notes or the other Loan Documents or changing in any manner
the rights of the Lenders or of the Borrower or any of its Subsidiaries
hereunder or thereunder or (b)


                                       64

<PAGE>

waive, on such terms and conditions as the Required Lenders or the Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement, the Notes or the other Loan Documents or any Default or Event of
Default and its consequences; PROVIDED, HOWEVER, that no such waiver and no such
amendment, supplement or modification shall (i) reduce the amount or extend the
scheduled date of maturity of any Loan or Reimbursement Obligation or of any
installment thereof, or reduce the stated rate of any interest or fee payable
hereunder or extend the scheduled date of any payment thereof or increase the
amount or extend the expiration date of any Lender's Commitments, in each case
without the consent of each affected Lender, or (ii) amend, modify or waive any
provision of this subsection or reduce the percentage specified in the
definition of Required Lenders, or consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents or release all or substantially all of the Collateral, in each
case without the written consent of all the Lenders, or (iii) amend, modify or
waive any provision of Section 10 without the written consent of the then Agent
or (iv) amend, modify or waive any provision of Section 3 without the written
consent of the then Issuing Lender.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Borrower, the Lenders, the Agent and all future holders of
the Notes.  In the case of any waiver, the Borrower, the Lenders and the Agent
shall be restored to their former position and rights hereunder and under the
outstanding Notes and any other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

          11.2  NOTICES.  All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, return receipt requested or, in the case of
telecopy notice, when received, addressed as follows in the case of the Borrower
and the Agent, and as set forth in Schedule 1.1 in the case of the other parties
hereto, or to such other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes:

     The Borrower:            Aftermarket Technology Corp.
                              33309 1st Way South
                              Suite A-206
                              Federal Way, WA 98003
                              Attention:  Chief Financial Officer

     with a copy to:          Gibson, Dunn & Crutcher LLP
                              2029 Century Park East, 40th Floor
                              Los Angeles, CA 90067
                              Attention:  Bruce D. Meyer


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     The Agent:               The Chase Manhattan Bank
                              270 Park Avenue
                              New York, New York  10017
                              Attention: Julie Long
                              Telecopy: 212-972-9854

     with a copy to:          The Chase Manhattan Bank
                              One Chase Manhattan Plaza
                              8th Floor
                              Agent Bank Service Group
                              New York, New York  10081
                              Attention: Sandra Miklave
                              Telecopy: 212-552-5658

     The Issuing Bank:        The Chase Manhattan Bank Delaware
                              1201 Market Street, 9th Floor
                              Wilmington, DE  19801
                              Attention: Michael Handago, Corp. Banking Dept.
                              Telecopy: 302-428-3390

PROVIDED that any notice, request or demand to or upon the Agent or the Lenders
pursuant to subsection 2.2, 2.3, 4.3 or 4.4 shall not be effective until
received.

          11.3  NO WAIVER; CUMULATIVE REMEDIES.  No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

          11.4  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans hereunder.

          11.5  PAYMENT OF EXPENSES AND TAXES.  The Borrower agrees (a) to pay
or reimburse the Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement, the Notes and the
other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Agent in connection with the foregoing,
(b) to pay or reimburse each Lender and the Agent for all its reasonable out-of-
pocket costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes, the other Loan
Documents and any such other


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documents, including, without limitation, the reasonable fees and disbursements
of counsel to each Lender and of counsel to the Agent in connection with the
foregoing, (c) to pay, indemnify, and hold each Lender and the Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes (other than withholding taxes), if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the Notes, the other Loan Documents and any such
other documents, and (d) to pay, indemnify, and hold each Lender and the Agent
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the Notes, the
other Loan Documents, and any such other documents, including, without
limitation, any of the foregoing relating to the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of
the Borrower, any of its Subsidiaries or any of the Properties (all the
foregoing in this clause (d), collectively, the "indemnified liabilities"),
PROVIDED, that the Borrower shall have no obligation hereunder to the Agent or
any Lender with respect to indemnified liabilities arising from (i) the gross
negligence or willful misconduct of the Agent or any such Lender or (ii) legal
proceedings commenced against the Agent or any such Lender by any security
holder or creditor thereof arising out of and based upon rights afforded any
such security holder or creditor solely in its capacity as such.  The agreements
in this subsection 11.5 shall survive repayment of the Notes and all other
amounts payable hereunder.

          11.6  SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.  (a)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Agent and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.

          (b)  Any Lender may, in the ordinary course of its business or
investment activities and in accordance with applicable law, at any time sell
(with the consent of the Borrower, which shall not be unreasonably withheld or
delayed) to one or more banks or other entities ("PARTICIPANTS") participating
interests in any Loan owing to such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents.  In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents.  No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document


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except for those matters specified in clauses (i) and (ii) of the proviso to
subsection 11.1. The Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall, to the maximum extent permitted by applicable law, be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement, PROVIDED that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in subsection
11.7(a) as fully as if it were a Lender hereunder.  The Borrower also agrees
that each Participant shall be entitled to the benefits of subsections 4.11,
4.12 and 4.13 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if it was a Lender; PROVIDED that, in the case
of subsection 4.12, such Participant shall have complied with the requirements
of said subsection and PROVIDED, FURTHER that no Participant shall be entitled
to receive any greater amount pursuant to any such subsection than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

          (c)  Any Lender may, in the ordinary course of its business or
investment activities and in accordance with applicable law, at any time and
from time to time assign to any Lender or any branch or affiliate thereof or,
with the consent of the Borrower and the Agent (which in each case shall not be
unreasonably withheld or delayed), to an additional bank or financial
institution (an "ASSIGNEE") all or any part of its rights and obligations under
this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit E, executed by such Assignee
and such assigning Lender (and, in the case of an Assignee that is not then a
Lender or a branch or an affiliate thereof, by the Borrower and the Agent) and
delivered to the Agent for its acceptance and recording in the Register,
PROVIDED that, in the case of any such assignment to an additional bank or
financial institution, if such assignment is of less than all of the rights and
obligations of the assigning Lender, the sum of the aggregate principal amount
of the Loans, the aggregate amount of the L/C Obligations and the aggregate
amount of the Available Revolving Credit Commitment being assigned shall not be
less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower
and the Agent).  Upon such execution, delivery, acceptance and recording, from
and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a Commitment as set forth therein, and
(y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this 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 Agreement,
such assigning Lender shall cease to be a party hereto but shall nonetheless
continue to be entitled to the benefits of subsections 4.11, 4.12, 4.13 and
11.5).  Notwithstanding any provision of this paragraph (c) and paragraph (e) of
this subsection, the consent of the Borrower shall not be required, and, unless
requested by the Assignee and/or the assigning Lender, new Notes shall not be
required to be executed and delivered by the Borrower, for any assignment which


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occurs at any time when any of the Events of Default described in Section 9(f)
shall have occurred and be continuing.

          (d)  The Agent on behalf of the Borrower shall maintain at its address
referred to in subsection 11.2 a copy of each Assignment and Acceptance
delivered to it and a register (the "REGISTER") for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time and the registered owners of the
Obligation(s) evidenced by the Note(s).  Notes and the obligations evidenced
thereby may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer on the Register (and each Note shall
expressly so provide).  Any assignment or transfer of all or part of such
obligation(s) and the Note(s) evidencing the same shall be registered on the
Register only upon surrender for registration of assignment or transfer of the
Note(s) evidencing such Obligation(s), duly endorsed by (or accompanied by a
written instrument of assignment or transfer duly executed by) the Noteholder
thereof, and thereupon one or more new Note(s) in the same aggregate principal
amount shall be issued to the designated Assignee(s) and the old Note(s) shall
be returned by the Agent to the Borrower marked "cancelled".  No assignment of
any Note or obligations shall be effective unless it has been recorded in the
Register as provided in this subsection 11.6(f).  The entries in the Register
shall be conclusive and the Borrower, the Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loan or the
obligation evidenced by a Note recorded therein for the purpose of receiving all
payments thereon and for all other purposes of this Agreement, notwithstanding
any notice to the contrary.  The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Agent) together with payment to
the Agent of a registration and processing fee of $3,500, the Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders and
the Borrower.  No assignment shall be effective unless it has been recorded in
the Register as provided in this subsection 11.6(g).

          (f)  Each Lender agrees to use reasonable efforts to protect the
confidentiality of any confidential information with respect to the Borrower and
its Subsidiaries and Affiliates thereof.  Notwithstanding the foregoing, the
Borrower authorizes each Lender to disclose to any Participant or Assignee
(each, a "TRANSFEREE") and any prospective Transferee any and all financial
information in such Lender's possession concerning the Borrower and its
Affiliates which has been delivered to such Lender by or on behalf of the
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrower in connection with such Lender's credit
evaluation of the Borrower and its Affiliates prior to becoming a party to this
Agreement.

          (g)  Nothing herein shall prohibit any Lender from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable
law.


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          11.7  ADJUSTMENTS; SETOFF.  (a)  If any Lender (a "BENEFITTED LENDER")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 10(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

          (b)  In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder or under the Notes (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower.  Each Lender agrees
promptly to notify the Borrower and the Agent after any such set-off and
application made by such Lender, PROVIDED that the failure to give such notice
shall not affect the validity of such set-off and application.

          11.8  COUNTERPARTS.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the Agent.

          11.9  SEVERABILITY.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          11.10  INTEGRATION.  This Agreement and the other Loan Documents
represent the agreement of the Borrower, any Guarantor, the Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Borrower, the Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.  Each of the parties hereto agrees that,
with the consent of the Agent, names of Lenders on the signature pages hereto
may be added, and the information regarding the Commitments of Lenders set forth
on Schedule 1.1


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may be changed, without affecting the validity of the signature for any party
hereto, and such new Lender shall be a Lender hereunder and Schedule 1.1 shall
be replaced with a new Schedule 1.1 reflecting such changes, PROVIDED that  the
aggregate amount of the Commitments set forth in Schedule 1.1 hereto may not be
changed.

          11.11  GOVERNING LAW.  THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

          11.12  SUBMISSION TO JURISDICTION; WAIVERS.  The Borrower hereby
irrevocably and unconditionally:

          (a)  submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to
     which it is a party, or for recognition and enforcement of any
     judgement in respect thereof, to the non-exclusive general
     jurisdiction of the Courts of the State of New York, the courts of the
     United States of America for the Southern District of New York, and
     appellate courts from any thereof;

          (b)  consents that any such action or proceeding may be brought
     in such courts and waives any objection that it may now or hereafter
     have to the venue of any such action or proceeding in any such court
     or that such action or proceeding was brought in an inconvenient court
     and agrees not to plead or claim the same;

          (c)  agrees that service of process in any such action or
     proceeding may be effected by mailing a copy thereof by registered or
     certified mail (or any substantially similar form of mail), postage
     prepaid, to the Borrower at its address set forth in subsection 11.2
     or at such other address of which the Agent shall have been notified
     pursuant thereto;

          (d)  agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit
     the right to sue in any other jurisdiction; and

          (e)  waives, to the maximum extent not prohibited by law, any
     right it may have to claim or recover in any legal action or
     proceeding referred to in this subsection any special, exemplary,
     punitive or consequential damages.

          11.13  ACKNOWLEDGEMENTS.  The Borrower hereby acknowledges that:

          (a)  it has been advised by counsel in the negotiation, execution
     and delivery of this Agreement and the Notes and the other Loan
     Documents;


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<PAGE>

          (b)  neither the Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrower arising out of or in
     connection with this Agreement or any of the other Loan Documents, and
     the relationship between Agent and Lenders, on one hand, and the
     Borrower, on the other hand, in connection herewith or therewith is
     solely that of creditor and debtor; and

          (c)  no joint venture is created hereby or by the other Loan
     Documents or otherwise exists by virtue of the transactions
     contemplated hereby among the Lenders or among the Borrower and the
     Lenders.

          11.14  WAIVERS OF JURY TRIAL.  THE BORROWER, THE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
                              AFTERMARKET TECHNOLOGY CORP.


                              By:___________________________________
                                 Title:


                              THE CHASE MANHATTAN BANK, as Agent and as a Lender


                              By:___________________________________


                              THE FIRST NATIONAL BANK OF CHICAGO


                              By:___________________________________
                                 Title:



                              FIRST UNION NATIONAL BANK OF NORTH CAROLINA


                              By:___________________________________


                              HARRIS TRUST & SAVINGS


                              By:___________________________________
                                 Title:


                              LASALLE NATIONAL BANK

                              By:___________________________________
                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION, D/B/A SEAFIRST BANK


                              By:___________________________________
                                 Title:


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<PAGE>

                              WELLS FARGO


                              By:____________________________________
                                 Title:












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