FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

                                      among

                                NATIONSBANK, N.A.
        (successor by merger to The Boatmen's National Bank of St. Louis)

                      as Administrative Agent and a Lender

                                       and

                      ANY OTHER PERSONS WHO BECOME LENDERS
                               AS PROVIDED HEREIN

                                       and

                              DT INDUSTRIES, INC.,

                                       and

            THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF
















                                  July 21, 1997

<PAGE>
                               TABLE OF CONTENTS


1.   Effective Date .......................................................    1

2.   Definitions and Rules of Construction ................................    1
     2.1.   Listed Definitions ............................................    1
     2.2.   Other Definitions .............................................    1
     2.3.   References to Borrower ........................................    1
     2.4.   References to Covered Person ..................................    1
     2.5.   References to Lenders .........................................    2
     2.6.   References to Required Lenders ................................    2
     2.7.   Accounting Terms ..............................................    2
     2.8.   Meaning of Satisfactory .......................................    2
     2.9.   Computation of Time Periods ...................................    2
     2.10.  General .......................................................    2

3.   Lenders' Commitments .................................................    3
     3.1.   Aggregate Revolving Loan Commitments ..........................    3
     3.2.   Limitations on Revolving Loan Advances ........................    3
            3.2.1.  Aggregate Limit of All Revolving Loan Advances ........    3
            3.2.2.  Aggregate Limit of Revolving Loan Advances to 
                    Foreign Borrowers .....................................    3
            3.2.3.  Aggregate Limit of Revolving Loan Advances to
                    UK Borrower ...........................................    3
            3.2.4.  Aggregate Limit of Revolving Loan Advances to
                    German Borrowers ......................................    4
            3.2.5.  Other Limitations .....................................    4
     3.3.   Voluntary Reductions in Commitments ...........................    4
     3.4.   Revolving Notes ...............................................    5
     3.5.   Swingline .....................................................    5
            3.5.1.  Swingline Advances ....................................    5
            3.5.2.  Limitations on Swingline Advances .....................    6
            3.5.3.  Swingline Notes .......................................    6
     3.6.   Canadian Term Commitment ......................................    6
            3.6.1.  Continuation of Canadian Term Loan ....................    6
            3.6.2.  Canadian Term Notes ...................................    6
     3.7.   Letter of Credit Commitment ...................................    6

4.   Interest; Yield Protection ...........................................    7
     4.1.   Interest on Draws on Letters of Credit ........................    7
     4.2.   Interest on Loans .............................................    7
            4.2.1.  Aggregate Revolving Loan and Swingline Loan ...........    7
            4.2.2.  Aggregate Canadian Term Loan ..........................    7
     4.3.   Adjusted Eurodollar Rate and Adjusted Base Rate ...............    7
     4.4.   Continuation or Conversion of Loans ...........................    9
     4.5.   Interest Periods for Eurodollar Loans .........................   10
     4.6.   Time of Accrual ...............................................   10
     4.7.   Computation ...................................................   10

                                       i
<PAGE>

     4.8.   Rate After Maturity ...........................................   11
     4.9.   Compensation for Increased Costs and Reduced Returns; 
            Capital Adequacy ..............................................   11
            4.9.1.  .......................................................   11
                    4.9.1.1.  .............................................   11
                    4.9.1.2.  .............................................   11
                    4.9.1.3.  .............................................   11
            4.9.2.  .......................................................   12
            4.9.3.  .......................................................   12
     4.10.  Limitation on Types of Loans ..................................   12
            4.10.1. .......................................................   12
            4.10.2. .......................................................   13
     4.11.  Illegality ....................................................   13
     4.12.  Compensation ..................................................   13
            4.12.1. .......................................................   13
            4.12.2. .......................................................   14
     4.13.  Treatment of Affected Loans ...................................   14
            4.13.1. .......................................................   14
            4.13.2. .......................................................   14
     4.14.  Taxes .........................................................   15
            4.14.1. .......................................................   15
            4.14.2. .......................................................   15
            4.14.3. .......................................................   16
            4.14.4. .......................................................   16
            4.14.5. .......................................................   16
            4.14.6. .......................................................   16
            4.14.7. .......................................................   17
            4.14.8. .......................................................   17
            4.14.9. .......................................................   17
            4.14.10........................................................   17
     4.15.  Usury .........................................................   17
     4.16.  Unavailability of Offshore Currency ...........................   17
            4.16.1  Suspension of Obligations .............................   17
            4.16.2  Mandatory Assignment ..................................   18
     4.17.  Alternate Lending Installation ................................   18

5.   Fees .................................................................   18
     5.1.   Commitment Fee ................................................   18
     5.2.   Letter of Credit Fee ..........................................   19
     5.3.   Other Letter of Credit Fees ...................................   19
     5.4.   Calculation of Fees ...........................................   19

6.   Payments .............................................................   19
     6.1.   Scheduled Payments on Aggregate Revolving Loan, Canadian Term
            Loan and Swingline Loan .......................................   20
            6.1.1.  Interest ..............................................   20
            6.1.2.  Principal .............................................   20

                                       ii
<PAGE>

     6.2.   Prepayments ...................................................   20
            6.2.1.  Voluntary Prepayments .................................   20
            6.2.2.  Mandatory Prepayments as a Result of Currency
                    Value Adjustments .....................................   20
     6.3.   Reimbursement Obligations of Borrower .........................   21
     6.4.   Manner of Payments and Timing of Application of Payments ......   21
            6.4.1.  Payment Requirement ...................................   21
            6.4.2.  Nonconforming Payments ................................   21
            6.4.3.  Application of Payments and Proceeds ..................   22
            6.4.4.  Interest Calculation ..................................   22
     6.5.   Returned Instruments ..........................................   22
     6.6.   Compelled Return of Payments or Proceeds ......................   22
     6.7.   Due Dates Not on Business Days ................................   23

7.   Procedure for Obtaining Advances and Letters of Credit ...............   23
     7.1.   Initial Revolving Loan Advances ...............................   23
     7.2.   Subsequent Revolving Loan Advances ............................   23
            7.2.1.  Borrower Requests .....................................   23
            7.2.2.  Revolving Loan Advances to Repay the Swingline Loan ...   24
                    7.2.2.1.  .............................................   24
                    7.2.2.2.  .............................................   24
            7.2.3.  Administrative Agent's Right to Make Other 
                    Revolving Loan Advances ...............................   24
     7.3.   Letters of Credit .............................................   25
     7.4.   Fundings of Revolving Loan Advances ...........................   25
            7.4.1.  Funding of Dollar Denominated Advances ................   25
            7.4.2.  Funding of Offshore Currency Denominated Advances .....   25
            7.4.3.  Draws on Letters of Credit ............................   25
            7.4.4.  All Funding Retable ...................................   26
     7.5.   Administrative Agent's Availability Assumption ................   26
     7.6.   Disbursement ..................................................   26
     7.7.   Restrictions on Advances ......................................   27
     7.8.   Restriction on Number of Eurodollar Loans .....................   27
     7.9.   Each Advance Request and Letter of Credit Request 
            a Certification ...............................................   27
     7.10.  Requirements for Every Advance Requests .......................   27
     7.11.  Requirements for Every Letter of Credit Request ...............   27
     7.12.  Exoneration of Administrative Agent and Lenders ...............   27

8.   Security and Guaranties ..............................................   27
     8.1.   Domestice Borrower Stock Pledges ..............................   28
     8.2.   UK Borrower and Subsidiaries Stock Pledges ....................   28
     8.3    Guaranties ....................................................   28
            8.3.1.  Domestic Borrower Obligations .........................   28
            8.3.2.  Foreign Borrower Obligations ..........................   28
            8.3.3.  Borrower Obligations ..................................   28
            8.3.4.  Canadian Term Loan ....................................   28

                                      iii
<PAGE>

9.   Conditions of Lending ................................................   29
     9.1.   Conditions to Initial Advance .................................   29
            9.1.1.  Listed Documents and Other Items ......................   29
            9.1.2.  Default ...............................................   29
            9.1.3.  Perfection of Security Interests ......................   29
            9.1.4.  Representations and Warranties ........................   29
            9.1.5.  Material Adverse Change ...............................   29
            9.1.6.  Pending Material Proceedings ..........................   29
            9.1.7.  Payment of Fees .......................................   29
            9.1.8.  Other Items ...........................................   29
     9.2.  Conditions to Subsequent Advances ..............................   29
            9.2.1.  General Conditions ....................................   29
            9.2.2.  Representations and Warranties ........................   29
            9.2.3.  Default ...............................................   30

10.  Conditions to Issuance of Letteres of Credit .........................   30
     10.1.  Reimbursement Agreement .......................................   30
     10.2.  No Prohibitions ...............................................   30
     10.3.  Representations and Warranties ................................   30
     10.4.  No Default ....................................................   30
     10.5.  Other Conditions ..............................................   30

11.  Representations and Warranties .......................................   30
     11.1.  Organization and Existence ....................................   30
     11.2.  Authorization .................................................   31
     11.3.  Due Execution .................................................   31
     11.4.  Enforceability of Obligations .................................   31
     11.5.  Burdensom Obligations .........................................   31
     11.6.  Legal Restraints ..............................................   31
     11.7.  Labor Contracts and Disputes ..................................   31
     11.8.  No Material Proceedings .......................................   31
     11.9.  Material Licenses .............................................   31
     11.10. Compliance with Material Laws .................................   32
            11.10.1. General Compliance with Environmental Laws ...........   32
            11.10.2. Proceedings ..........................................   32
            11.10.3. Investigations Regarding Hazardous Materials .........   32
            11.10.4. Notices and Reports Regarding Hazardous Materials ....   32
            11.10.5. Hazardous Materials on Real Property .................   32
     11.11. Financial Statements ..........................................   33
     11.12. No Change in Condition ........................................   33
     11.13. No Defaults ...................................................   33
     11.14. Investments ...................................................   33
     11.15. Indebtedness ..................................................   33
     11.16. Indirect Obligations ..........................................   33
     11.17. Tax Liabilities; Governmental Charges .........................   33
     11.18. Pension Benefit Plans .........................................   33

                                       iv
<PAGE>

            11.18.1. Prohibited Transactions ..............................   33
            11.18.2. Claims ...............................................   34
            11.18.3. Reporting and Disclosure Requirements ................   34
            11.18.4. Accumulated Funding Deficiency .......................   34
            11.18.5. Multi-employer Plan ..................................   34
     11.19. Welfare Benefit Plans .........................................   34
     11.20. Retiree Benefits ..............................................   34
     11.21. State of Property .............................................   35
     11.22. Negative Pledges ..............................................   35
     11.23. Margin Stock ..................................................   35
     11.24. Securities Matters ............................................   35
     11.25. Investment Company Act, Etc. ..................................   35
     11.26. No Material Misstatements or Omissions ........................   35
     11.27. Filings .......................................................   35

12.  Modification and Survival of Representations .........................   36

13.  Affirmative Covenants ................................................   36
     13.1.  Use of Proceeds ...............................................   36
     13.2.  Corporate Existence ...........................................   36
     13.3.  Maintenance of Property and Leases ............................   36
     13.4.  Insurance .....................................................   36
     13.5.  Payment of Taxes and Other Obligations ........................   37
     13.6.  Compliance With Laws ..........................................   37
            13.6.1.  Environmental Laws ...................................   37
            13.6.2.  Pension Benefit Plans ................................   37
     13.7.  Discovery and Clean-Up of Hazardous Material ..................   37
     13.8.  Termination of Pension Benefit Plan ...........................   38
     13.9.  Notice to Administrative Agent of Material Events .............   38
            13.9.1.  ......................................................   38
            13.9.2.  ......................................................   38
            13.9.3.  ......................................................   38
            13.9.4.  ......................................................   38
            13.9.5.  ......................................................   39
            13.9.6.  ......................................................   39
            13.9.7.  ......................................................   39
            13.9.8.  ......................................................   40
            13.9.9.  ......................................................   40
            13.9.10. ......................................................   40
     13.10. Borrowing Officer .............................................   40
     13.11. Maintenance of Security Interests of Security Documents .......   40
            13.11.1. Preservation and Perfection of Security Interests ....   40
            13.11.2. Compliance With Terms of Security Documents ..........   40
     13.12. Accounting System .............................................   40
     13.13. Financial Statements ..........................................   40

                                       v
<PAGE>

            13.13.1. Annual Financial Statements ..........................   40
            13.13.2. Quarterly Financial Statements .......................   41
     13.14. Other Financial Information ...................................   41
            13.14.1. Stockholders and SEC Reports .........................   41
            13.14.2. Pension Benefit Plan Reports .........................   41
            13.14.3. Tax Returns ..........................................   42
     13.15. Other Information ..... .......................................   42
     13.16. Audits by Administrative Agent ................................   42
     13.17. Access to Officers and Auditors ...............................   42
     13.18. Confidentiality ...............................................   42
     13.19. Proformas for Permitted Acquisitions ..........................   43
     13.20. Further Assurances ............................................   43

14.  Negative Covenants ...................................................   43
     14.1.  Investments ...................................................   43
            14.1.1.  ......................................................   43
            14.1.2.  ......................................................   44
            14.1.3.  ......................................................   44
            14.1.4.  ......................................................   44
            14.1.5.  ......................................................   44
            14.1.6.  ......................................................   44
            14.1.7.  ......................................................   44
     14.2.  Indebtedness ..................................................   44
            14.2.1.  ......................................................   44
            14.2.2.  ......................................................   44
            14.2.3.  ......................................................   44
            14.2.4.  ......................................................   44
            14.2.5.  ......................................................   45
     14.3.  Indirect Obligations ..........................................   45
     14.4.  Security Interests ............................................   45
            14.4.1.  ......................................................   45
            14.4.2.  ......................................................   45
            14.4.3.  ......................................................   45
            14.4.4.  ......................................................   45
            14.4.5.  ......................................................   45
            14.4.6.  ......................................................   45
            14.4.7.  ......................................................   45
            14.4.8.  ......................................................   45
            14.4.9.  ......................................................   46
     14.5.  Acquisitions ..................................................   46
            14.5.1.  Aggregate Dollar Limitation ..........................   46
            14.5.2.  Individual Acquisition Dollar Limitation .............   46
            14.5.3.  Surviving Company Becomes a Guarantor ................   46
            14.5.4.  Satisfactory Due Diligence Completed .................   46
            14.5.5.  Proforma Financial Statements ........................   47
     14.6.  Disposal of Property ..........................................   47

                                       vi
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     14.7.  Transactions With Affiliates ..................................   47
     14.8.  Conflicting Agreements ........................................   47
     14.9.  Fiscal Year ...................................................   47
     14.10. Transactions Having a Material Adverse Effect .................   47

15.  Financial Covenants ..................................................   47
     15.1.  Special Definitions ...........................................   47
     15.2.  Minimum Net Worth .............................................   48
     15.3.  Maximum Funded Debt to EBITDA Ratio ...........................   49
     15.4.  Minimum Fixed Charge Coverage .................................   49
     15.5.  Minimum EBITDA to Interest Expense Ratio ......................   49

16.  Default ..............................................................   49
     16.1.  Events of Default .............................................   49
            16.1.1.  Failure to Pay Principal or Interest .................   49
            16.1.2.  Failure to Pay Other Amounts Owed to Lenders .........   50
            16.1.3.  Failure to Pay Amounts Owed to Other Persons .........   50
            16.1.4.  Representations or Warranties ........................   50
            16.1.5.  Certain Covenants ....................................   50
            16.1.6.  Other Covenants ......................................   50
            16.1.7.  Acceleration of Other Indebtedness ...................   50
            16.1.8.  Bankruptcy; Insolvency; Etc. .........................   50
            16.1.9.  Judgments; Attachment; Settlement, Etc. ..............   51
            16.1.10. Pension Benefit Plan Termination, Etc. ...............   51
            16.1.11. Liquidation or Dissolution ...........................   51
            16.1.12. Seizure of Assets ....................................   52
            16.1.13. Racketeering Proceeding ..............................   52
            16.1.14. Loan Documents; Security Interests ...................   52
            16.1.15. Rate Hedging Agreements ..............................   52
            16.1.16. Guaranty; Guarantor ..................................   52
     16.2.  Rights and Remedies ...........................................   52
            16.2.1.  Termination of Commitments ...........................   52
            16.2.2.  Acceleration .........................................   53
            16.2.3.  Right of Set-off .....................................   53
            16.2.4.  Secured Party Rights .................................   53
                     16.2.4.1. ............................................   53
                     16.2.4.2. ............................................   53
            16.2.5.  Miscellaneous ........................................   54
     16.3.  Application of Funds . ........................................   54
     16.4.  Limitation of Liability; Waiver ...............................   54
     16.5.  Notice ........................................................   54

17.  Administrative Agent and Lenders .....................................   54
     17.1.  Appointment, Powers, and Immunities ...........................   54
     17.2.  Reliance by Administrative Agent ..............................   55
     17.3.  Employment of Administrative Agents and Counsel ...............   55

                                      vii
<PAGE>

     17.4.  Defaults ......................................................   56
     17.5.  Rights as Lender ..............................................   56
     17.6.  Indemnification ...............................................   56
     17.7.  Notification of Lenders .......................................   57
     17.8.  Non-Reliance on Administrative Agent and Other Lenders ........   57
     17.9.  Resignation ...................................................   57
     17.10. Collections and Distributions to Lenders by 
            Administrative Agent ..........................................   57

18.  General ..............................................................   58
     18.1.  Lenders' Right to Cure ........................................   58
     18.2.  Rights Not Exclusive ..........................................   58
     18.3.  Survival of Agreements ........................................   58
     18.4.  Assignments and Participations ................................   58
            18.4.1.  Permitted Assignments ................................   58
                     18.4.1.1. ............................................   59
                     18.4.1.2. ............................................   59
                     18.4.1.3. ............................................   59
                     18.4.1.4. ............................................   59
                     18.4.1.5. ............................................   59
            18.4.2.  Register; Consequences and Effect of Assignments .....   59
            18.4.3.  Agreement of Assignee and Assignor ...................   60
            18.4.4.  Register of Assignments ..............................   60
            18.4.5.  Notice to Borrower of Assignment .....................   61
            18.4.6.  Assignment to Federal Reserve Bank ...................   61
            18.4.7.  Information ..........................................   61
            18.4.8.  Sale of Participations ...............................   61
     18.5.  Payment of Expenses ...........................................   62
     18.6.  General Indemnity .............................................   62
            18.6.1.  ......................................................   62
            18.6.2.  ......................................................   63
            18.6.3.  ......................................................   63
            18.6.4.  ......................................................   64
            18.6.5.  ......................................................   64
            18.6.6.  ......................................................   64
     18.7.  Letters of Credit .............................................   65
     18.8.  Currency Indemnity ............................................   65
     18.9.  Changes in Accounting Principles ..............................   65
     18.10. Loan Records ..................................................   66
     18.11. Other Security and Guaranties .................................   66

19.  Miscellaneous ........................................................   66
     19.1.  Notices .......................................................   66
     19.2.  Amendments and Modifications; Waivers and Consents ............   67
     19.3.  Rights Cumulative .............................................   67
     19.4.  Successors and Assigns ........................................   67
     19.5.  Severability ..................................................   68

                                      viii
<PAGE>

     19.6.  Counterparts ..................................................   68
     19.7.  Governing Law; No Third Party Rights ..........................   68
     19.8.  Counterpart Facsimile Execution ...............................   68
     19.9.  No Other Agreements ...........................................   68
     19.10. Negotiated Transaction; No Fiduciary Duty .....................   68
     19.11. Choice of Forum ...............................................   69
     19.12. Service of Process ............................................   69
     19.13. Jury Trial ....................................................   69
     19.14. Incorporation By Reference ....................................   70
     19.15. Statutory Notice ..............................................   70
















                                       ix
<PAGE>

             FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT


In  consideration  of  the  mutual   agreements   herein  and  other  sufficient
consideration, the receipt of which is hereby acknowledged, DT INDUSTRIES, INC.,
as "Domestic  Borrower",  DT  Industries  (UK) II,  Limited,  as "UK  Borrower",
ASSEMBLY TECHNOLOGIE & AUTOMATION GMBH, as "German Borrower", KALISH CANADA INC.
and  DT  CANADA  INC.,   as  "Canadian   Borrowers",   NATIONSBANK,   N.A.,   as
"Administrative  Agent", "Letter of Credit Issuer" and a "Lender", and any other
Persons who become "Lenders" as provided herein, agree as follows:


                                    RECITALS:

A.   The Boatmen's  National Bank of St. Louis,  to which  NationsBank,  N.A. is
     successor by merger,  and certain  Subsidiaries  of Borrower are parties to
     that certain Third Amended and Restated Credit Facilities  Agreement  dated
     as of July 21, 1997 (the "Original Loan Agreement").

B.   The parties to the Original  Loan  Agreement desire to modify its terms, as
     reflected herein.


                                    AGREEMENT

Therefore, in consideration of the mutual agreements herein and other sufficient
consideration,  the receipt of which is hereby acknowledged,  the parties hereto
agree as follows:

1.   Effective Date.  This Agreement is effective July 21, 1997.

2.   Definitions and Rules of Construction.

     2.1.  Listed  Definitions.  Capitalized  words  defined in the Glossary and
     Index of  Defined  Terms  attached  hereto as  Exhibit  2.1 shall have such
     defined  meanings  wherever  used in this  Agreement  and  the  other  Loan
     Documents.

     2.2.  Other Definitions.  If a  capitalized  word in this  Agreement is not
     defined  in the  Glossary  and Index of Defined  Terms,  it shall have such
     meaning as defined  elsewhere  herein,  or if not defined elsewhere herein,
     the meaning defined in the UCC.

     2.3.  References to Borrower. The words Borrower, a Borrower, any Borrower,
     each Borrower and every  Borrower refer to Domestic  Borrower,  each of the
     Canadian Borrowers and each Foreign Borrower separately. The word Borrowers
     refers to Domestic  Borrower,  each of the Canadian  Borrowers  and Foreign
     Borrowers collectively. The foregoing notwithstanding, the word Borrower in
     Sections  3.1  through  3.5,  3.7 and 7 does  not  refer to  either  of the
     Canadian Borrowers.

     2.4.  References to Covered Person.  The words  Covered  Person,  a Covered
     Person,  any Covered  Person,  each Covered Person and every Covered Person
     refer to Borrower and each of its now existing or later  acquired,  created
     or organized Subsidiaries  separately.  The words 

<PAGE>

     Covered  Persons refers to Borrower and its now existing or later acquired,
     created or organized Subsidiaries collectively.

     2.5.  References to Lenders. Until Persons in addition to NationsBank, N.A.
     become  parties  to this  Agreement  as  Lenders as  provided  herein,  all
     references  herein  to  "Lenders"  shall  be  construed  as  references  to
     NationsBank, N.A. alone,  anything herein  to the contrary notwithstanding.
     After other Persons become parties to this Agreement as Lenders as provided
     herein, all references herein to "Lenders" shall be construed as references
     to all such Persons.

     2.6.  References to Required Lenders.  The words Required Lenders means any
     one or more Lenders whose shares of Lenders'  Exposure at the relevant time
     aggregate at least 51%.

     2.7.  Accounting Terms.  Unless the context otherwise requires,  accounting
     terms herein that are not defined  herein shall be  determined  under GAAP.
     All financial measurements contemplated hereunder respecting Borrower shall
     be made and  calculated  for  Borrower and all of its now existing or later
     acquired,  created or organized  Subsidiaries  on a  consolidated  basis in
     accordance with GAAP unless expressly  provided  otherwise  herein. If Bor-
     rower acquires a Subsidiary,  such Subsidiary's  financial results shall be
     combined with  Borrower's on a proforma basis in accordance  with GAAP, for
     entire  applicable  period of  calculation,  and  included  for purposes of
     calculating  Borrower's  financial  measurements for Section 15 and Section
     4.3

     2.8.  Meaning of  Satisfactory.  Whenever  herein a  document  or matter is
     required to be  satisfactory  to  Administrative  Agent or  satisfactory to
     Lenders or  satisfactory  to  Required  Lenders,  unless  expressly  stated
     otherwise  such  document must be  satisfactory  to  Administrative  Agent,
     Lenders or Required Lenders (as applicable) in both form and substance, and
     unless expressly stated otherwise Administrative Agent, Lenders or Required
     Lenders (as  applicable)  shall have the absolute  discretion  to determine
     whether the document or matter is satisfactory.

     2.9.  Computation of Time Periods. In computing or defining periods of time
     from a specified  date to a later  specified  date,  and in  computing  the
     accrual of  interest or fees,  the word from shall mean from and  including
     and the words to and until  shall  each mean to but  excluding.  Periods of
     days referred to in this Agreement shall be counted in calendar days unless
     Business Days are expressly prescribed, and references in this Agreement to
     months and years are to calendar months and calendar years unless otherwise
     specified.

     2.10. General.  Unless  the  context  of this  Agreement  clearly  requires
     otherwise:  (i)  references  to the plural  include the  singular  and vice
     versa;  (ii) references to any Person include such Person's  successors and
     assigns  but,  if  applicable,  only if such  successors  and  assigns  are
     permitted by this  Agreement;  (iii)  references to one gender  include all
     genders;  (iv) including is not limiting;  (v) or has the inclusive meaning
     represented by the phrase and/or;  (vi) the words hereof,  herein,  hereby,
     hereunder and similar terms in this Agreement  refer to this Agreement as a
     whole,  including its Exhibits, and not to any particular provision of this
     Agreement;  (vii) the word  Section or section  and Page or page refer to a
     section  or page,  respectively,  of,  and the word  Exhibit  refers  to an
     Exhibit to, this Agreement  unless it expressly  refers to something  else;
     (viii) reference to any agreement,  document, or instrument (including this
     Agreement  and any other Loan  Document  or other  agreement,  document  or
     instrument 


                                       2
<PAGE>

     defined herein), means such agreement,  document, or instrument as amended,
     modified,  restated  or  replaced  and in  effect  from  time  to  time  in
     accordance with the terms thereof and, if applicable, the terms hereof, and
     includes all attachments  thereto and documents  incorporated  therein,  if
     any; and (ix) general and specific  references to any Law means such Law as
     amended,  modified,  codified  or  reenacted,  in whole or in part,  and in
     effect from time to time.  Section  captions  and the Table of Contents are
     for  convenience   only  and  shall  not  affect  the   interpretation   or
     construction of this Agreement or the other Loan Documents.

3.   Lenders'  Commitments.  Subject to the terms and conditions  hereof, and in
reliance upon the  Representations  and  Warranties,  Lenders make the following
commitments to Borrower:

     3.1.  Aggregate  Revolving  Loan  Commitments.  Subject  to the  applicable
     limitations  in Section 3.2 and elsewhere  herein,  each Lender  commits to
     make  available  to  Domestic  Borrower,  from  the  Effective  Date to the
     Revolving Loan Maturity Date,  such Lender's  prorata share of an Aggregate
     Revolving Loan Commitment in the Dollar  Equivalent  Amount of $165,000,000
     (the  "Aggregate  Revolving  Loan  Commitment")  by funding  such  Lender's
     prorata  share (as listed on Exhibit 3 hereto) of Revolving  Loan  Advances
     denominated  in Dollars,  Pounds  Sterling or Deutsche  Marks and made from
     time to time by  Administrative  Agent as provided herein.  Also subject to
     the applicable limitations in Section 3.2 and elsewhere herein, each Lender
     commits to make available to Foreign  Borrowers such Lender's prorata share
     of an Aggregate  Offshore Currency  Revolving Loan Commitment in the Dollar
     Equivalent   Amount  of  $80,000,000  (the  "Aggregate   Offshore  Currency
     Revolving  Loan  Commitment")  by funding such  Lender's  prorata share (as
     listed on Exhibit 3 hereto)  of  Revolving  Loan  Advances  denominated  in
     Pounds  Sterling (in the case of the UK Borrower) or Deutsche Marks (in the
     case of the German  Borrower) and made from time to time by  Administrative
     Agent as provided herein.

     3.2.  Limitations on Revolving Loan Advances.

           3.2.1.   Aggregate Limit of All Revolving Loan Advances. No Revolving
           Loan Advance  will be made,  whether  denominated  in  Dollars  or an
           Offshore Currency, which would result in the Dollar Equivalent Amount
           of the  Aggregate Revolving  Loan  exceeding  the  Maximum  Available
           Amount.  No Revolving Loan Advance which is a Eurodollar Advance will
           be made in a Dollar  Equivalent Amount less than a whole  multiple of
           $2,000,000,  and  no  Revolving  Loan  Advance  which  is a Base Rate
           Advance will be made in a Dollar  Equivalent Amount less than a whole
           multiple  of $500,000.  The "Maximum Available Amount"  on  any  date
           shall be equal to (i) the Dollar  Equivalent  Amount of the Aggregate
           Revolving Loan Commitment  on  such  date,  minus (ii) (a) the Dollar
           Equivalent  Amount  of  the  Letter of Credit  Exposure  on such date
           (except to the extent that such Revolving  Loan  Advance will be used
           immediately  to  reimburse  Letter of Credit Issuer for  unreimbursed
           draws on a Letter of Credit as  required  herein)  and (b) the Dollar
           Equivalent Amount of the Swingline Loan.

           3.2.2.   Aggregate  Limit  of  Revolving   Loan  Advances  to Foreign
           Borrowers.  No  Revolving  Loan  Advance  will be  made  to a Foreign
           Borrower  which would  result in the Dollar  Equivalent Amount of the
           Foreign  Revolving  Loans,  plus the Dollar  Equivalent Amount of the
           portion of the Letter of Credit  Exposure  attributable to Letters of
           Credit  


                                       3
<PAGE>

           issued for the account of Foreign Borrowers, exceeding  the Aggregate
           Offshore Currency Revolving Loan Commitment.

           3.2.3.   Aggregate Limit  of Revolving Loan Advances  to UK Borrower.
           No  Revolving  Loan  Advance  will be made to UK Borrower which would
           result in the Revolving Loans to UK Borrower, plus the portion of the
           Letter of Credit Exposure  attributable  to Letters of Credit  issued
           for the account of UK Borrower,  exceeding at any time the greater of
           (i)  (pound)40,000,000 or (ii) an amount in Pounds  Sterling equal to
           ten times  EBITDA (as defined in Section  15.1) of UK Borrower in the
           fiscal year of UK Borrower most recently ended prior to such time.

           3.2.4.   Aggregate  Limit  of  Revolving   Loan   Advances  to German
           Borrowers.  No Revolving Loan Advance will be made to German Borrower
           which would result  in the Revolving Loans  to German Borrower,  plus
           the portion of the Letter of Credit  Exposure attributable to Letters
           of Credit issued for the account of German Borrower, exceeding at any
           time the  greater of (ii) DM20,000,000  or (ii) an amount in Deutsche
           Marks  equal  to  ten times EBITDA  (as  defined  in Section 15.1) of
           German Borrower in the fiscal year of German  Borrower  most recently
           ended prior to such time.

           3.2.5.   Other Limitations. No Revolving Loan Advance will be made on
           or after the Revolving  Loan Maturity Date, but Lenders may, in their
           absolute  discretion, fund such Revolving Loan Advances and shall not
           be deemed by doing so to have increased the Maximum  Available Amount
           and shall not be  obligated  to make any such  Revolving Loan Advance
           thereafter.  If an Event of  Default  has occurred  that has not been
           waived by Required  Lenders,  the Aggregate Revolving Loan Commitment
           may be canceled  as provided  in Section 16.2.  Subject to the terms,
           conditions and limitations  contained  herein,  Domestic Borrower may
           obtain Revolving  Advances in any Offshore  Currency, but UK Borrower
           may only  obtain  Revolving  Advances  in Pounds Sterling  and German
           Borrower may only obtain Revolving Advances in Deutsche Marks.

     3.3.  Voluntary Reductions in Commitments. Domestic Borrower may reduce the
     amount of the Aggregate  Revolving  Loan  Commitment in whole  multiples of
     $500,000  at any time and from  time to time,  and may  reduce  the  Dollar
     Equivalent  Amount  of  the  Aggregate  Offshore  Currency  Revolving  Loan
     Commitment in whole  multiples of $500,000,  but only if (i) Borrower gives
     Administrative  Agent written  notice of Borrower's  intention to make such
     reduction at least two  Business  Days prior to the  effective  date of the
     reduction,  and (ii) Borrower  makes on the effective date of the reduction
     such  payment  in the  Applicable  Currency  as is  required  to reduce the
     Aggregate  Revolving  Loan to an amount equal to the reduced  amount of the
     Aggregate   Revolving  Loan  Commitment  or  Aggregate   Offshore  Currency
     Revolving Loan Commitment, as applicable.  Any such reduction of the amount
     of the  Aggregate  Revolving  Loan  Commitment  shall  be  permanent.  Each
     Lender's initial  Revolving Loan Commitment and initial  Offshore  Currency
     Revolving Loan  Commitment is its prorata share of the Aggregate  Revolving
     Loan Commitment and Aggregate  Offshore Currency Revolving Loan Commitment,
     respectively. Upon any reduction of the Aggregate Revolving Loan Commitment
     or Aggregate  Offshore  Currency  Revolving Loan Commitment,  each Lender's
     Revolving Loan Commitment and Offshore Currency  Revolving Loan Commitment,
     respectively,  will automatically  reduce by such 


                                       4
<PAGE>

     Lender's  prorata  share of the  applicable  reduction.  Reductions  in the
     Aggregate  Revolving  Loan  Commitment  will reduce the Aggregate  Offshore
     Currency  Revolving  Loan  Commitment  only  to the  extent  that  Borrower
     designates in its notice of the  reduction;  except that once the Aggregate
     Revolving  Loan  Commitment  is reduced to the same amount as the Aggregate
     Offshore Currency Revolving Loan Commitment, then all further reductions in
     the Aggregate Revolving Loan Commitment shall reduce the Aggregate Offshore
     Currency Revolving Loan Commitment by the same amount.

     3.4.  Revolving  Notes.  The obligation of Domestic  Borrower to repay each
     Lender's  Revolving Loan shall be evidenced by one promissory note, payable
     to the order of such Lender in a maximum  principal  amount  denominated in
     Dollars  equal  to its  prorata  share  of  the  Aggregate  Revolving  Loan
     Commitment, and each being otherwise in the form attached hereto as Exhibit
     3.4 satisfactory  to  Administrative  Agent and Lenders.  The obligation of
     UK Borrower to repay each Lender's UK Revolving  Loan shall be evidenced by
     a  promissory  note  payable  to the  order  of such  Lender  in a  maximum
     principal amount  denominated in Pounds Sterling having a Dollar Equivalent
     Amount equal to its prorata share of $80,000,000.  The obligation of German
     Borrower to repay each Lender's German Revolving Loan shall be evidenced by
     a  promissory  note  payable  to the  order  of such  Lender  in a  maximum
     principal amount  denominated in Deutsche Marks having a Dollar  Equivalent
     Amount equal to its prorata share of $80,000,000.

     3.5.  Swingline.

           3.5.1.   Swingline  Advances.  In  order to  reduce  the frequency of
           fundings of  Revolving  Loan Advances by Lenders,  but subject to the
           limitations  in Section 3.5.2  and  elsewhere herein,  Administrative
           Agent may make Swingline Advances  as provided herein  from  time  to
           time  from  the Effective Date to the Revolving  Loan Maturity  Date.
           Subject  to the limitations  in Section 3.5.2  and  elsewhere herein,
           Swingline Advances may be made in Pounds Sterling to UK Borrower  and
           Deutsche  Marks  to German  Borrower,  and  Dollars  or any  Offshore
           Currency to Domestic Borrower,  and payments and prepayments that are
           applied to reduce the Swingline Loan may be re-advanced  as Swingline
           Advances as provided herein.  Whether  a  Swingline Advance  is  made
           in  any  particular  instance  is  within the absolute discretion  of
           Administrative Agent, and   Administrative Agent   may  cease  making
           Swingline  Advances altogether at any time,  including  such time  as
           Administrative Agent resigns  as such  as provided  in  Section 17.9,
           in its absolute discretion.

           3.5.2.   Limitations on Swingline Advances. No Swingline Advance will
           be made on or after  the  Revolving Loan Maturity Date,  no Swingline
           Advance  will be made  which would  result in the  Dollar  Equivalent
           Amount of the Swingline Loan exceeding the Maximum  Swingline Amount,
           and no Swingline  Advance will be made in a Dollar  Equivalent Amount
           less than $250,000 for Advances  denominated  in an Offshore Currency
           and $250,000  for Advances denominated  in  Dollars.   Administrative
           Agent  may,  however,  in  its  absolute  discretion  make  any  such
           Swingline Advances,  but  shall  not  be  deemed  by doing so to have
           increased the Maximum Swingline  Amount or reduced the minimum amount
           for  Swingline Advances  and shall not be obligated  to make any such
           Swingline Advance thereafter.  The "Maximum  Swingline Amount" on any
           date 


                                       5
<PAGE>

           for any  Swingline Advance shall be a Dollar Equivalent  Amount equal
           to  the  lesser  of   (i) $10,000,000  minus  the  Letter  of  Credit
           Exposure with respect to all outstanding  Swingline Letters of Credit
           and (ii) an amount  equal to the Maximum  Available Amount as of such
           date minus the Dollar  Equivalent  Amount of the  Aggregate Revolving
           Loan immediately prior to the making of such Swingline Advance.

           3.5.3.   Swingline  Notes.  The  obligation  of Borrower to repay the
           Swingline Loan shall be evidenced  by three promissory notes  payable
           to the  order  of  Administrative Agent,  one  being  in the  maximum
           principal  amount of  $10,000,000,  one being in a maximum  principal
           amount denominated  in  Pounds  Sterling  having a Dollar  Equivalent
           Amount  of $10,000,000,  one  being  in a  maximum  principal  amount
           denominated  in Deutsche Marks having a Dollar  Equivalent  Amount of
           $10,000,000,  and each being otherwise in the form attached hereto as
           Exhibit 3.5.3 satisfactory to Administrative Agent.

     3.6.  Canadian Term Commitment.

           3.6.1.   Continuation  of Canadian Term Loan.  Each Lender commits to
           continue  and  extend  the  currently  outstanding  term  loan to the
           Canadian Borrowers in the amount of its share, as listed on Exhibit 3
           hereto,  of $10,000,000,  which is the  current outstanding principal
           balance  of such term loan.  Amounts applied  to reduce the Aggregate
           Canadian Term Loan may not be reborrowed.

           3.6.2.   Canadian Term Notes. The obligation of Canadian Borrowers to
           repay each Lender's share  of the Aggregate Canadian Term Loan  shall
           be evidenced by a promissory note payable to the order of such Lender
           in a principal  amount equal to such Lender's share  of the Aggregate
           Canadian Term Loan and otherwise  in substantially  the form attached
           hereto as Exhibit 3.6.2.

     3.7.  Letter  of Credit  Commitment.  NationsBank  commits to issue standby
     letters  of  credit  from  time  to time  from  the  Effective  Date to the
     Revolving  Loan Maturity  Date,  but only in connection  with  transactions
     reasonably  satisfactory to Administrative  Agent. Borrower shall designate
     in each request for  issuance of a Letter of Credit  whether such Letter of
     Credit  is to be a  Swingline  Letter of  Credit  or a  Revolver  Letter of
     Credit.  If such Letter of Credit is requested  to be a Revolver  Letter of
     Credit,  it will not be issued if (i) the Dollar  Equivalent  Amount of the
     Letter of Credit  Exposure  will as a result of such  issuance  exceed  the
     lesser  of (a)  $15,000,000  and (b) any  excess of the  Maximum  Available
     Amount over the Aggregate  Revolving  Loan,  or (ii) the Dollar  Equivalent
     Amount of the initial  face  amount of such Letter of Credit  would be less
     than the minimum amount permitted for a Revolving Loan Advance  denominated
     in the same Applicable  Currency.  If such Letter of Credit is requested to
     be a  Swingline  Letter of Credit,  it will not be issued if (i) the Dollar
     Equivalent  Amount of the  Letter of Credit  Exposure  with  respect to all
     outstanding  Swingline  Letters of Credit will as a result of such issuance
     exceed the lesser of (a) the Maximum Swingline Amount and (b) any excess of
     the Maximum  Swingline  Amount over the Swingline  Loan, or (ii) the Dollar
     Equivalent Amount of the initial face amount of such Letter of Credit would
     be less than $25,000. In no event will a Letter of Credit denominated in an
     Offshore  Currency be issued if the Dollar  Equivalent Amount of the Letter
     of Credit  Exposure with respect to such Letter of Credit will,  when added
     to the


                                       6
<PAGE>

     Dollar  Equivalent  Amount  of all  Offshore  Currency  Loans,  exceed  the
     Aggregate  Offshore Currency  Revolving Loan Commitment.  Letters of Credit
     issued for the  account of  Domestic  Borrower  may be  denominated  in any
     Applicable  Currency.  Letters  of  Credit  issued  for the  account  of UK
     Borrower  may be  denominated  only in Pounds  Sterling.  Letters of Credit
     issued  for the  account  of German  Borrower  may be  denominated  only in
     Deutsche  Marks.  The  expiration  date of any  Letter of Credit  will be a
     Business Day that is not more than one year after its issuance  date and is
     not later than the fifth Business Day preceding the Revolving Loan Maturity
     Date;  provided,  however,  that the expiration date for a Letter of Credit
     may be later  than the  Revolving  Loan  Maturity  Date if Letter of Credit
     Issuer and Required Lenders consent to such issuance and Borrower  provides
     to Letter of Credit Issuer cash collateral satisfactory to Letter of Credit
     Issuer and  Required  Lenders as  security  for  Borrower's  obligation  to
     reimburse  Letter of Credit  Issuer for all draws  thereunder.  Immediately
     upon the issuance by Letter of Credit Issuer of a Revolver Letter of Credit
     in accordance with the terms and conditions of this  Agreement,  but not in
     the case of any Swingline  Letter of Credit,  Letter of Credit Issuer shall
     be deemed to have sold and transferred to each other Lender, and such other
     Lender shall be deemed to have purchased and received from Letter of Credit
     Issuer,  a prorata  undivided  interest and  participation in such Revolver
     Letter of Credit,  the  reimbursement  obligation  of Borrower with respect
     thereto,  and any  guaranty  thereof  or  collateral  therefor.  Such other
     Lender's prorata undivided  interest shall be the same as its prorata share
     of the Aggregate Revolving Loan Commitment.

4.   Interest; Yield Protection.

     4.1.  Interest  on Draws on Letters of Credit.  The unreimbursed  amount of
     each draw on a Letter of Credit  shall  bear  interest  at a rate per annum
     equal to the then applicable Adjusted Eurodollar Rate.

     4.2.  Interest on Loans.

           4.2.1.   Aggregate Revolving Loan and Swingline Loan.  Borrower  may,
           as  provided and subject  to the limitations  in Section 7, designate
           the whole of an Advance or any part of an Advance to be either a Base
           Rate  Advance  or a  Eurodollar Advance;  provided  that a  Swingline
           Advance that is  denominated in an Offshore  Currency shall always be
           designated as a Eurodollar Advance.  Each Base Rate Advance when made
           will  become a Base  Rate  Loan,  which  shall  bear  interest at the
           Adjusted Base Rate.  Each  Eurodollar Advance when made will become a
           Eurodollar Loan, which shall bear interest at the Adjusted Eurodollar
           Rate.  No Offshore Currency  Loan  may  bear interest at the Adjusted
           Base Rate.

           4.2.2.   Aggregate  Canadian  Term  Loan.  Canadian  Borrowers hereby
           acknowledge  that the  Aggregate  Canadian  Term Loan is  currently a
           Eurodollar  Loan  with an  Interest  Period  of two  months ending on
           September 1, 1997, and bears interest at the Adjusted Eurodollar Rate
           from  the  Effective Date.  When the current Interest Period expires,
           the Aggregate Canadian Term Loan or any part thereof may be continued
           as a Eurodollar Loan or  converted to a Base  Rate  Loan as  provided
           in Section 4.4.


                                       7
<PAGE>

     4.3.  Adjusted  Eurodollar  Rate and  Adjusted  Base  Rate.  The  "Adjusted
     Eurodollar  Rate" for any Eurodollar  Loan is the Eurodollar  Rate plus the
     applicable Eurodollar Increment,  and the "Adjusted Base Rate" for any Base
     Rate Loan shall be the Prime Rate plus the applicable  Base Rate Increment,
     as prescribed for the applicable Level in the following table:
<TABLE>
<CAPTION>
-----     --------------------     -----------------     -----------------     ----------     ---------
Level     Ratio of Funded Debt     S&P's Rating of       Moody's Rating of     Eurodollar     Base Rate
               to EBITDA               Domestic             Domestic           Increment      Increment
                                   Borrower's Senior     Borrower's Senior
                                       Unsecured             Unsecured
                                    Corporate Debt       Corporate Debt
-----     --------------------     -----------------     -----------------     ----------     ---------
<S>       <C>                      <C>                   <C>                   <C>            <C>
 I         Equal to or greater       Less than BB          Less than Ba2         1.125%           0%
             than 2.5 to 1.0          
-----     --------------------     -----------------     -----------------     ----------     ---------
 II        Equal to or greater
           than 1.5 to 1.0 but            BB                    Ba2              0.875%           0%
             less than 2.5
                to 1.0
-----     --------------------     -----------------     -----------------     ----------     ---------
 III       Equal to or greater
           than 0.5 to 1.0 but            BB+                   Ba1              0.625%           0%
             less than 1.5 
                to 1.0
-----     --------------------     -----------------     -----------------     ----------     ---------
 IV          Less than 0.5                BBB-                  Baa3             0.450%           0%
                to 1.0
-----     --------------------     -----------------     -----------------     ----------     ---------
 V                 N/A                    BBB                   Baa2             0.350%           0%
-----     --------------------     -----------------     -----------------     ----------     ---------
</TABLE>

     The  applicable  Level shall be the numbered  Level in the above table that
     corresponds  to the higher of (i) the Level  corresponding  to the ratio of
     Domestic  Borrower's Funded Debt to EBITDA and (ii) the Level corresponding
     to the higher of the ratings categories of Borrower's  unsecured  corporate
     debt by S&P and Moody's  (except that in any case when such ratings  differ
     by more than one Level in the above table,  the Level  corresponding to the
     rating that is one category below the higher Level of the two ratings shall
     be used). The applicable Level and the applicable  Eurodollar Increment and
     Base Rate Increment shall first be determined by Administrative Agent based
     upon the ratings of Borrower's  unsecured corporate debt by S&P and Moody's
     on the Effective Date and the ratio of Borrower's Funded Debt to EBITDA and
     as reflected in  Borrower's  Initial  Financial  Statements  for the fiscal
     quarter of  Borrower  ended just prior to the  Effective  Date and shall be
     become applicable on the Effective Date.  Thereafter,  the applicable Level
     and the applicable  Eurodollar  Increment and Base Rate Increment  shall be
     re-determined  by  Administrative  Agent  promptly  after each  delivery by
     Borrower to  Administrative  Agent of  Borrower's  Financial  Statements as
     required in Section 13.13.2 and as of the date of any change in the ratings
     of Domestic Borrower's  unsecured corporate debt by S&P or Moody's and will
     become applicable on the tenth day following the day when Domestic Borrower
     delivers  such  Financial  Statements  to  Administrative  Agent or the day
     following such rating change, as applicable. If, however, Domestic Borrower
     does not deliver its quarterly Financial Statements to Administrative Agent
     within the period  required by Section  13.13.2 and such failure  continues
     for two Business Days after notice from Administrative Agent, the Base Rate
     Increment and Eurodollar  Increment  corresponding to the Level that is one
     lower than the level which had been  applicable  shall apply  retroactively
     from the first day after such  period  and shall  continue  to apply  until
     Domestic  Borrower  delivers such  Financial  Statements to  Administrative
     Agent,  and  Borrower  shall pay any  consequent  shortage in its  interest
     payments  upon demand by  Administrative  Agent.  In the above  table,  the
     symbol  "greater than" means "greater  than",  the symbol "less than" means
     "less than",  and the symbol  "equal to or greater than" means "equal to or
     greater than."


                                       8
<PAGE>

     The  Eurodollar  Rate for each  Eurodollar  Loan  shall  be  determined  by
     Administrative Agent before the beginning of the applicable Interest Period
     and shall apply  throughout such Interest  Period.  The  "Eurodollar  Rate"
     shall be, for the applicable  Interest Period  therefor,  the interest rate
     per annum equal to the quotient of

           (i)   the rate per annum  (rounded  upwards,  if  necessary,  to  the
           nearest  1/100   of  1%),   as  determined  by  Administrative  Agent
           appearing,  in  the case of a Eurodollar Loan denominated in Dollars,
           on Dow Jones Markets Page 3750 (or any successor  page) as the London
           interbank offered rate for deposits in Dollars,  and in the case of a
           Eurodollar Loan  denominated  in an Offshore  Currency,  the rate per
           annum appearing on British Banking  Association  Interest  Settlement
           Rate,  Page FRBD  (or any  successor  page) as the  London  interbank
           offered   rate   for  deposits   in   the  Applicable  Currency,   at
           approximately 11:00 a.m. (London time) two Business Days prior to the
           first  day of such  Interest  Period  for a term  comparable  to such
           Interest Period.  If for any reason such rate for a  Eurodollar  Loan
           denominated in dollars is not available,  the term "Eurodollar  Rate"
           shall mean, for any Eurodollar Loan for any Interest Period therefor,
           the rate per annum  (rounded  upwards,  if necessary,  to the nearest
           1/100 of 1%)  appearing  on  Reuters  Screen  LIBO Page as the London
           interbank offered rate for deposits in Dollars at approximately 11:00
           a.m.  (London  time) two Business Days prior to the first day of such
           Interest  Period  for a  term  comparable  to  such  Interest Period;
           provided,  however,  if more  than one rate is specified  on  Reuters
           Screen LIBO Page, the applicable rate shall be the arithmetic mean of
           all such rates (rounded upwards,  if necessary,  to the nearest 1/100
           of 1%),

           divided by

           (ii)  an amount equal to one minus the maximum  rate  (expressed as a
           decimal number) at which reserves (including, without limitation, any
           marginal, special, supplemental,  or emergency reserves) are required
           to be maintained under regulations issued  from time to time  by  the
           FRB  or  any  other  Governmental  Authority  to  which any Lender is
           subject  (or  any  successor)  against,  including,  in  the  case of
           Eurodollar Loans, "Eurocurrency liabilities" (as such term is used in
           Regulation  D).  Without limiting  the effect of the  foregoing,  the
           reserve  requirement shall reflect any other reserves  required to be
           maintained  by any Lender with respect to any category of liabilities
           which includes  deposits by reference to which the Eurodollar Rate is
           to be  determined,  or any category of extensions  of credit or other
           assets which include Eurodollar Loans.  (The entire amount of a Euro-
           dollar Loan shall be deemed  to constitute  a Eurocurrency  liability
           and as such shall be deemed  to be subject  to such reserve  require-
           ments  without  benefit  of  credits  for  proration,  exceptions  or
           set-offs which may be available from time to time to any Lender under
           Regulation D.)  The Eurodollar Rate  shall be adjusted  automatically
           on and as of the  effective date of any  change in  any  such reserve
           requirements.

     4.4.  Continuation  or  Conversion  of Loans.  Borrower may (i) at any time
     convert  some or all of a Base Rate Loan to a Eurodollar  Loan,  or (ii) at
     the end of any Interest Period of a Eurodollar Loan, continue the Loan as a
     Eurodollar Loan for an additional Interest Period or convert some or all of
     such  Eurodollar  Loan to a Base Rate Loan;  provided  however,  that if an
     Event of Default has occurred that has not been waived by Required Lenders,
     Borrower may not 

                                       9
<PAGE>

     convert a Base Rate Loan to a Eurodollar Loan or continue a Eurodollar Loan
     for an additional Interest Period. To cause any conversion or continuation,
     Borrower shall give Administrative  Agent, prior to 11:00 a.m. Central Time
     three Business Days prior to the date the conversion or  continuation is to
     be effective, a written request (which may be mailed,  personally delivered
     or telecopied as provided in Section 19.1)  specifying  (i) the  applicable
     Borrower,  (ii) the  Applicable  Currency,  (iii)  whether a conversion  or
     continuation is requested, (iv) in the case of a conversion, specifying the
     amount to be converted and whether it is to be a Eurodollar  Loan or a Base
     Rate Loan upon the conversion,  and (v) in the case of any conversion to or
     continuation of a Eurodollar Loan, specifying the Interest Period therefor.
     If such  notice  is not  given  by 11:00  a.m.  Central  Time on the  third
     Business Day preceding the last day of the Interest  Period of a Eurodollar
     Loan,  then the applicable  Borrower shall be deemed to have timely given a
     notice to Administrative  Agent requesting (i) as to any Dollar denominated
     Revolving  Loan,  to convert  (or  continue  such Loan as) a Base Rate Loan
     bearing  interest at the  Adjusted  Base Rate,  and (ii) as to any Offshore
     Currency  denominated  Revolving  Loan to convert such Loan to (or continue
     such Loan as) a Eurodollar  Loan with an Interest  Period of one month,  in
     each case until the applicable  Borrower notifies  Administrative  Agent in
     accordance  with the terms hereof.  In the case of a Eurodollar  Loan,  any
     conversion or continuation shall become effective only on the day following
     the last day of the current  Interest  Period.  A Loan  denominated  in one
     currency may not be converted into a Loan denominated in another currency.

     4.5.  Interest  Periods  for  Eurodollar Loans.  For each  Eurodollar  Loan
     Borrower shall select an Interest Period that is either one, two, three, or
     six months; provided that:

           (i)   every  such  Interest  Period  for  a  Eurodollar Advance shall
           commence on the date of the Advance;

           (ii)  if any  Interest Period  would otherwise  expire  on a day of a
           calendar month which is not a Business Day, then such Interest Period
           shall  expire on the next  succeeding  Business  Day in that calendar
           month;  provided,  however, that if the next succeeding  Business Day
           would  be  in  the  following  calendar month, it shall expire on the
           first preceding Business Day;

           (iii) any  Interest  Period 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;

           (iv)  no  Interest Period  for a  Eurodollar Loan that is part of the
           Aggregate  Revolving  Loan  shall  extend  beyond the  Revolving Loan
           Maturity Date; and

           (v)   no Interest Period for the Canadian Term Loan may extend beyond
           the Canadian Term Loan Maturity Date.

     A  Eurodollar  Loan shall bear  interest at the  Adjusted  Eurodollar  Rate
     throughout the applicable Interest Period designated by Borrower.


                                       10
<PAGE>

     4.6   Time  of Accrual.  Interest  shall  accrue on all  principal  amounts
     outstanding from the date when first outstanding to the date when no longer
     outstanding. Amounts shall be deemed outstanding until payments are applied
     thereto as provided herein.

     4.7   Computation.  Interest  shall be computed for the actual days elapsed
     over a year  deemed to consist of 360 days (30 days to each  month) for all
     Eurodollar  Loans and actual  days  elapsed  for all Base Rate  Loans.  The
     Adjusted Base Rate shall change simultaneously with any change in the Prime
     Rate and such change  shall be  effective  for the entire day on which such
     change  becomes  effective.  The Adjusted  Base Rate will be  determined by
     Administrative  Agent on the  Effective  Date  based on the  Prime  Rate in
     effect on the Effective Date and on each Business Day  thereafter  when the
     Prime Rate changes.

     4.8   Rate  After Maturity.  Borrower shall pay interest on each Loan after
     its Maturity,  and (at the option of Lenders) on each Loan and on the other
     Loan Obligations after the occurrence of an Event of Default, at a rate per
     annum of 2.0% plus the rate that would otherwise apply hereunder.

     4.9   Compensation  for  Increased  Costs  and  Reduced  Returns;   Capital
     Adequacy.

           4.9.1.   If, after the Effective Date, the adoption of any applicable
           Law or  any  change  in  any  applicable  Law  or  any change  in the
           interpretation   or   administration   thereof  by  any  Governmental
           Authority charged with the interpretation or administration  thereof,
           or compliance by any Lender (or its  Applicable  Lending Office) with
           any request or directive  (whether or not having the force of law) of
           any such Governmental Authority, central bank, or comparable agency:

                    4.9.1.1.   shall  subject  such  Lender  (or its  Applicable
                    Lending  Office) to any Tax with  respect to any  Eurodollar
                    Loans,  Offshore  Currency  Loans, or its obligation to make
                    Eurodollar  Loans or Offshore  Currency Loans, or change the
                    basis of taxation of any amounts  payable to such Lender (or
                    its  Applicable  Lending  Office)  under this  Agreement  in
                    respect of any Eurodollar  Loans or Offshore  Currency Loans
                    (other than Taxes  imposed on the overall net income of such
                    Lender by the  jurisdiction  in which  such  Lender  has its
                    principal office or such Applicable Lending Office);

                    4.9.1.2.   shall  impose,  modify,  or deem  applicable  any
                    reserve,  special deposit,  assessment,  compulsory  loan or
                    similar  requirement  (other  than the  reserve  requirement
                    utilized  in  the  determination  of  the  Eurodollar  Rate)
                    relating to any  extensions of credit or other assets of, or
                    any deposits with or other  liabilities or  commitments  of,
                    such Lender (or its Applicable  Lending  Office),  including
                    the Commitment of such Lender hereunder; or

                    4.9.1.3.   shall  impose on such  Lender (or its  Applicable
                    Lending Office) or on the London  interbank market any other
                    condition affecting this Agreement,  such Lender's Revolving
                    Loan  Commitment  or its Note or any of such  extensions  of
                    credit or liabilities or commitments;


                                       11
<PAGE>

           and  the  result  of  any of the foregoing is to increase the cost to
           such Lender (or its Applicable  Lending Office) of making, converting
           into,  continuing,  or  maintaining  any  Loans or to  reduce any sum
           received  or  receivable  by such  Lender (or its  Applicable Lending
           Office)  under this Agreement  or its Note with respect to any Loans,
           then the  Borrower shall pay to such  Lender on demand such amount or
           amounts as will compensate  such  Lender for such  increased  cost or
           reduction.  If any Lender requests compensation by the Borrower under
           this Section the  Borrower may, by notice to such Lender (with a copy
           to the Administrative Agent),  suspend the obligation  of such Lender
           to make or continue  Loans of the type or in the  Applicable Currency
           with respect to which such  compensation  is requested, or to convert
           Loans  of any other type  into Loans  of  such type  (but not convert
           Loans of one Applicable  Currency into another  Applicable Currency),
           until the event or condition giving rise to such request ceases to be
           in  effect  (in  which case  the provisions  of Section 4.13 shall be
           applicable); provided, however, that such suspension shall not affect
           the right of such Lender to receive the compensation so requested.

           4.9.2.   If,  after  the  Effective   Date,  any  Lender  shall  have
           determined  that the adoption of any applicable Law regarding capital
           adequacy  or  any  change   therein  or  in  the   interpretation  or
           administration thereof  by any governmental authority,  central bank,
           or  comparable  agency  charged  with  the  interpretation  or admin-
           istration thereof,  or any  request  or  directive  regarding capital
           adequacy  (whether  or not  having  the  force  of  law)  of any such
           governmental  authority,  central bank,  or  comparable agency has or
           would have the effect  of reducing the rate  of return on the capital
           of  such Lender  or any  corporation  controlling  such  Lender  as a
           consequence of such Lender's  obligations  hereunder to a level below
           that which such Lender  or such corporation  could  have achieved but
           for  such adoption,   change,  request,  or  directive  (taking  into
           consideration its policies  with respect to capital  adequacy),  then
           from time to time upon demand the  Borrower  shall pay to such Lender
           such  additional amount or amounts as will compensate such Lender for
           such  reduction after  giving  effect  (without  duplication)  to any
           compensation payable pursuant to Section 4.9.1.

           4.9.3.   Each  Lender  shall  promptly  notify  the  Borrower and the
           Administrative  Agent  of  any  event  of  which  it  has  knowledge,
           occurring  after  the  Effective   Date,   which  will  entitle  such
           Lender  to  compensation  pursuant  to  this  Section  4.9  and  will
           designate  a  different Applicable Lending Office if such designation
           will avoid the need for, or reduce the amount of,  such  compensation
           and will not,  in  the  judgment  of  such  Lender, be otherwise dis-
           advantageous  to it.  Any Lender  claiming  compensation  under  this
           Section 4.9  shall  furnish  to the Borrower  and  the Administrative
           Agent a statement setting forth the additional amountor amounts to be
           paid  to  it  hereunder which shall be  conclusive in the absence  of
           manifest error.  In determining such amount,  such Lender may use any
           reasonable averaging and attribution methods.

     4.10. Limitation  on Types of  Loans.  If on or prior to the first day of
     any Interest Period for any Eurodollar Loan:


                                       12
<PAGE>

            4.10.1.  the  Administrative  Agent determines  (which determination
           shall  be conclusive  if made  in  good  faith)  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; or

           4.10.2.  the Required Lenders determine (which determination shall be
           conclusive if made in good faith) and notify the Administrative Agent
           that the  Eurodollar  Rate will not adequately and fairly reflect the
           cost to the  Lenders of  funding  Eurodollar Loans for such  Interest
           Period;

     then the  Administrative  Agent  shall  give  the  Borrower  prompt  notice
     thereof, and so long as such condition remains in effect, the Lenders shall
     be under no obligation to make additional Eurodollar Loans affected by such
     conditions,  to continue  such  Eurodollar  Loans,  or to convert Base Rate
     Loans to such  Eurodollar  Loans and the Borrower shall, on the last day(s)
     of the then  current  Interest  Period(s)  for the  outstanding  Eurodollar
     Loans,  as  applicable  (i)  convert  such  Eurodollar  Loans into  another
     Eurodollar Loan which is not subject to the same or similar condition, (ii)
     in the case of Dollar denominated Loans, convert such Eurodollar Loans into
     Base Rate Loans,  or (iii) in the case Offshore  Currency  Loans,  promptly
     repay such loans. The Administrative Agent shall give the Domestic Borrower
     notice describing in reasonable detail any event or condition  described in
     this  Section   4.10   promptly   following   the   determination   by  the
     Administrative  Agent or the Required Lenders, as the case may be, that the
     availability  of  Eurodollar  Loans is, or is to be,  suspended as a result
     thereof,  but failure of Administrative Agent to give such notice shall not
     extinguish or diminish Borrower's obligations under this Section 4.10.

     4.11. Illegality. Notwithstanding any other provision of this Agreement, in
     the event that it becomes unlawful for any Lender or its Applicable Lending
     Office to honor its obligation to make, maintain,  or fund Eurodollar Loans
     or Loans in any  Applicable  Currency  hereunder,  then such  Lender  shall
     promptly notify the Borrower  thereof and such Lender's  obligation to make
     or  continue  Eurodollar  Loans or Loans in such  Applicable  Currency,  as
     applicable,  or (if  applicable)  convert  Base Rate Loans into  Eurodollar
     Loans,  shall be  suspended  until such time as such Lender may again make,
     maintain,  and fund Eurodollar Loans or Loans in such Applicable  Currency;
     and such Lender's outstanding Eurodollar Loans shall be converted into Base
     Rate Loans in accordance with Section 4.13 denominated in Dollars,  and the
     Borrower shall repay to such Lender all outstanding Offshore Currency Loans
     owed to such Lender (together with accrued interest  thereon) at the end of
     their  respective  Interest Periods or on the date such payment is required
     in order for Lenders to be in compliance with applicable Law,  whichever is
     earlier (in which case the provisions of Section 4.13 shall be applicable),
     and Dollar Loans shall not be required to be repaid.

     4.12. Compensation.  Upon the request of any Lender,  for each Loan  in any
     Applicable  Currency,  the Borrower shall pay to such Lender such amount or
     amounts as shall be sufficient  (in the  reasonable  determination  of such
     Lender) to compensate it for any loss, cost, or expense  (including loss of
     anticipated profits) incurred by it as a result of:


                                       13
<PAGE>

           4.12.1.  any payment, prepayment, or conversion of an Eurodollar Loan
           for any reason  (other  than pursuant to Section 4.11, but including,
           without limitation,  the  acceleration  of the Loans  pursuant to the
           terms hereof)  on  a  date  other  than  the last day of the Interest
           Period for such Eurodollar Loan; or

           4.12.2.  any failure by the  Borrower  for any reason  (other  than a
           default  by  such  Lender  or  pursuant  to  Section 4.10 or 4.11) to
           borrow, convert,  continue,  or prepay a Eurodollar  Loan on the date
           for such borrowing, conversion, continuation, or prepayment specified
           in  the  relevant  notice of borrowing, prepayment,  continuation, or
           conversion under this Agreement.

     If a Lender claims  compensation under this Section 4.12, such Lender shall
     furnish a  certificate  to Borrower that states the amount to be paid to it
     hereunder  and includes a description  in  reasonable  detail of the method
     used by such Lender in  calculating  such amount.  Borrower  shall have the
     burden of proving that the amount of any such compensation  calculated by a
     Lender is not  correct.  Any  compensation  payable by Borrower to a Lender
     under this Section shall be payable  without  regard to whether such Lender
     has funded its prorata share of any Eurodollar  Advance or Eurodollar  Loan
     through   the   purchase  of  deposits  in  an  amount  or  of  a  maturity
     corresponding  to the  deposits  used as a  reference  in  determining  the
     Eurodollar  Rate under  Section 4.3 (and in the case of  Offshore  Currency
     Loans,  for deposits in the  Applicable  Currency of amounts  comparable to
     such principal amount and maturities comparable to such period).

     4.13. Treatment  of Affected Loans. If the obligation of any Lender to make
     a Eurodollar Loan or to continue any Eurodollar Loan or to convert any Base
     Rate Loan into an  Eurodollar  Loan shall be suspended  pursuant to Section
     4.9, 4.10 or 4.11 (such Loans being herein called "Affected  Loans"),  such
     Lender's Affected Loans shall be automatically and immediately be converted
     into Base Rate Loans on the last days of the then current  Interest Periods
     for  Affected  Loans (or, in the case of a  conversion  required by Section
     4.11  hereof,  on such  earlier  date as such  Lender  may  specify  to the
     Borrower  with a copy to the  Administrative  Agent) and,  unless and until
     such Lender gives notice as provided below that the circumstances specified
     in  Section  4.9 or 4.11 or that  gave  rise to such  conversion  no longer
     exist:

           4.13.1.  to the extent that such Lender's Affected Loans have been so
           converted,  all  payments  and  prepayments  of principal  that would
           otherwise be applied  to such Lender's Affected Loans  shall continue
           to be made and applied as provided for herein; and

           4.13.2.  all Loans that would  otherwise be made or continued by such
           Lender as Eurodollar Loans shall be made or continued instead as Base
           Rate  Loans,  and all Loans of such  Lender  that would  otherwise be
           converted into  Eurodollar  Loans shall be converted instead into (or
           shall remain as) Base Rate Loans.

     If  such  Lender  gives  notice  to  the  Borrower  (with  a  copy  to  the
     Administrative Agent) that the circumstances specified in Section 4.9, 4.10
     or 4.11 that gave rise to the  conversion of such Lender's  Affected  Loans
     pursuant to this Section 4.13 no longer exist (which such Lender  agrees to
     do promptly upon such circumstances  ceasing to exist) at a time when Loans
     of the type of the 


                                       14
<PAGE>

     Affected  Loans made by other Lenders are  outstanding,  such Lender's Base
     Rate Loans shall be automatically  converted, on the first days of the next
     succeeding  Interest Periods for such outstanding  Loans of the type of the
     Affected  Loans,  to the extent  necessary  so that,  after  giving  effect
     thereto,  all Loans held by the  Lenders  holding  Loans of the type of the
     Affected  Loans  and by such  Lender  are  held  prorata  (as to  principal
     amounts,  type of interest,  and Interest Periods) in accordance with their
     respective Commitments.

     4.14. Taxes.

           4.14.1.  Any and all payments  by the Borrower  to or for the account
           of any Lender  or  the Administrative Agent hereunder  or  under  any
           other  Loan  Document  shall  be  made  free and clear of and without
           deduction for any  and all present or future Tax,  excluding,  in the
           case  of each Lender  and  the  Administrative  Agent,  (i) franchise
           taxes,  (ii) any Taxes (other than withholding taxes)  that would not
           be  imposed  but  for a  connection  between  a Lender or the  Admin-
           istrative Agent and the jurisdiction imposing such Taxes  (other than
           a  connection arising solely  by  virtue  of the activities  of  such
           Lender or the  Administrative Agent pursuant to or in respect of this
           Agreement or any other Loan  Document), (iii) any  withholding  taxes
           payable  with  respect to payments  hereunder or under any other Loan
           Document   under  laws   (including  any  statute,   treaty,  ruling,
           determination  or regulation) in effect on the Effective Date (except
           that this  subsection  (iii) shall not include (A) withholding  taxes
           payable  after the Effective Date  as  a consequence of the change in
           the  applicable  tax  treaty  to  eliminate any applicable  exemption
           contained in such tax treaty as in effect on the  Effective Date from
           the  obligation  to  pay such withholding taxes,  or  (B) withholding
           taxes  arising  because  the  applicable  taxing  authorities  do not
           accept  the  exemption  or  clearance  application  of any  Lender or
           Administrative Agent,  except  that  the adjustments contemplated  by
           this  Section 4.14  shall  not  be required with respect to the items
           described  in  this  clause (B)  to  the extent that such withholding
           taxes give rise  to  offsetting tax benefits  for  such Lender,  such
           Administrative Agent  or the respective Affiliates  of such Lender or
           such Administrative Agent),  (iv) any Taxes imposed on or measured by
           any Lender's  assets,  net income, receipts or branch profits and (v)
           any Taxes arising  after the  Effective Date solely as a result of or
           attributable to a Lender changing its Applicable Lending Office after
           the  date  such  Lender  becomes  a  party hereto  (other than at the
           request of Borrower).  Each Lender and the  Administrative Agent will
           use  its  commercially  reasonable  efforts  to  cause the applicable
           taxing  authorities  to accept its  respective exemption or clearance
           applications.  If the Borrower shall be required by Law to deduct any
           Taxes from or in respect of any sum payable  under this  Agreement or
           any other Loan Document to any Lender  or  the  Administrative Agent,
           (i) subject  to the other provisions  of  this Section 4.14,  the sum
           payable shall be increased as necessary  so  that  after  making  all
           required deductions  (including  deductions applicable  to additional
           sums  payable  under this Section) such Lender or the  Administrative
           Agent receives an amount equal  to the sum it would have received had
           no such  deductions been made,  (ii) the  Borrower  shall  make  such
           deductions,  (iii) the Borrower shall pay the full amount deducted to
           the relevant taxation authority or other authority in accordance with
           applicable  Law,  and  (iv)  the  Borrower   shall   furnish  to  the
           Administrative Agent, at its 


                                       15
<PAGE>

           address referred to herein,  the original  or  a certified copy  of a
           receipt evidencing payment thereof.

           4.14.2.  In addition,  the Borrower agrees to pay any and all present
           or future stamp or documentary taxes and any other excise or property
           taxes or charges or similar  levies which arise from any payment made
           under this Agreement or any other Loan Document or from the execution
           or delivery  of, or otherwise with respect to, this  Agreement or any
           other Loan Document (hereinafter referred to as "Impositions").

           4.14.3.  If the Borrower fails  to pay Taxes  or Impositions when due
           to  the  appropriate taxing  authority  or  fails  to  remit  to  the
           Administrative  Agent, for the account of the respective Lender,  the
           required  receipts  or  other  required  documentary  evidence,   the
           Borrower  shall  indemnify  the Lenders for any  incremental Taxes or
           Impositions,  interest  or  penalties  that may become payable by any
           Lender as a result of any such  failure. For purposes of this Section
           4.14,  a  distribution  hereunder by the  Administrative Agent or any
           Lender to or for the  account of any Lender shall be deemed a payment
           by the Borrowers.

           4.14.4.  Each  Lender  organized  under  the  laws  of a jurisdiction
           outside the United  States,  on or prior to the date of its execution
           and delivery of this  Agreement  in the case of each Lender listed on
           the  signature  pages  hereof and on or prior to the date on which it
           becomes a Lender in the case of each  other Lender,  and from time to
           time  thereafter  if  requested  in  writing  by the Borrower  or the
           Administrative  Agent  (but  only  so  long  as  such  Lender remains
           lawfully  able  to  do  so),   shall  provide  the  Borrower  and the
           Administrative  Agent with (i) Internal  Revenue Service Form 1001 or
           4224,  as  appropriate,  or  any  successor  form  prescribed  by the
           Internal Revenue Service, certifying that such Lender  is entitled to
           an  exemption  from withholding Tax  on payments of interest or other
           income  receivable  pursuant  to  this  Agreement  or any of the Loan
           Documents,   (ii)  Internal  Revenue  Service  Form  W-8  or  W-9, as
           appropriate, or any successor form prescribed by the Internal Revenue
           Service,  and (iii)  any other form or  certificate  required  by any
           Governmental   Authority   (including  any  certificate  required  by
           Sections 871(h) and 881(c) of the Internal  Revenue Code), certifying
           that such Lender is entitled to an exemption from  withholding Tax on
           payments  pursuant  to  this  Agreement  or  any  of  the  other Loan
           Documents.

           4.14.5.  For any period with  respect to which a Lender has failed to
           provide  the   Borrower   and  the  Administrative  Agent   with  the
           appropriate form  pursuant  to Section  4.14.4,  4.14.9  and  4.14.10
           (unless such failure is due to a change in treaty, law, or regulation
           occurring  subsequent  to the  date  on  which a form originally  was
           required  to  be  provided),  such  Lender  shall not be  entitled to
           indemnification  under this Section 4.14  with respect to withholding
           Taxes imposed by the United States, the United Kingdom or Germany, as
           the case may be; provided,  however,  that should a Lender, which  is
           otherwise  exempt  from or  subject  to a reduced rate of withholding
           Tax, become subject to Taxes because of its failure to deliver a form
           required hereunder, the Borrower shall take such steps as such Lender
           shall reasonably request to assist such Lender to recover such Taxes.


                                       16
<PAGE>

           4.14.6.  If  the Borrower is required to pay additional amounts to or
           for the account  of any Lender  or Administrative Agent  pursuant  to
           this Section, then such Lender or the Administrative Agent will agree
           to  use  reasonable  efforts   to  change  the  jurisdiction  of  its
           Applicable  Lending  Office  so as to  eliminate  or reduce  any such
           additional payment which may thereafter accrue if such change, in the
           judgment of such Lender or the  Administrative Agent, as the case may
           be,  is  not   otherwise   disadvantageous   to such  Lender  or  the
           Administrative Agent, as the case may be.

           4.14.7.  Within  thirty  (30) days  after the date of any  payment of
           Taxes,  the Borrower  shall  furnish to the  Administrative Agent the
           original or a certified copy of a receipt evidencing such payment.

           4.14.8.  Without  prejudice to the survival of any other agreement of
           the  Borrower  hereunder,  the  agreements  and  obligations  of  the
           Borrower  contained in this Section shall survive the  termination of
           the Commitments and the indefeasible payment in full of the Notes.

           4.14.9.  Prior  to the date that any Lender or  participant organized
           under the laws of a jurisdiction outside the United Kingdom becomes a
           party hereto,  such Person shall deliver to the  Administrative Agent
           such  certificates,  documents  or  other  evidence,  as required  by
           applicable  law,  duly  and  properly  completed  and  executed   and
           currently effective,  by such Person,  establishing that any payments
           to such  Person are not subject to any  withholding Tax of the United
           Kingdom.

           4.14.10. Prior  to the date that any Lender or participant  organized
           under  the laws of a  jurisdiction  outside  Germany  becomes a party
           hereto,  such Person shall  deliver to the  Administrative Agent such
           certificates,  documents or other evidence, as required by applicable
           law,   duly  and  properly  completed  and  executed   and  currently
           effective,  by such  Person,  establishing  that any payments to such
           Person are not subject to any withholding Tax of Germany.

     4.15. Usury. Notwithstanding any provisions to the contrary in Section 4 or
     elsewhere in any of the Loan Documents,  Borrower shall not be obligated to
     pay interest at a rate which exceeds the maximum rate permitted by Law. If,
     but for this  Section  4.15,  Borrower  would be  deemed  obligated  to pay
     interest at a rate which  exceeds the maximum rate  permitted by Law, or if
     any of  the  Loan  Obligations  is  paid  or  becomes  payable  before  its
     originally scheduled Maturity and as a result Borrower has paid or would be
     obligated  to pay  interest at such an  excessive  rate,  then (i) Borrower
     shall  not be  obligated  to pay  interest  to the  extent it  exceeds  the
     interest  that would be payable at the maximum rate  permitted by Law; (ii)
     if the outstanding  Loan  Obligations have not been accelerated as provided
     in Section 16.2.2,  any such excess interest that has been paid by Borrower
     shall be refunded;  (iii) if the  outstanding  Loan  Obligations  have been
     accelerated  as provided in Section  16.2.2,  any such excess that has been
     paid by Borrower  shall be applied to the Loan  Obligations  as provided in
     Section  16.3;  and (iv) the  effective  rate of  interest  shall be deemed
     automatically reduced to the maximum rate permitted by Law.

     4.16. Unavailability of Offshore Currency.


                                       17
<PAGE>

           4.16.1.  Suspension  of   Obligations.   Notwithstanding   any  other
           provision  of this Agreement,  in the event that  it becomes unlawful
           for any Lender  to honor its obligation to make Loans  (or for Letter
           of  Credit  Issuer  to  issue  Letters  of  Credit)  in  any Offshore
           Currency, or any Lender fails to have access to any Offshore Currency
           on terms reasonably acceptable to such Lender, then such Lender shall
           promptly   notify   the   Borrower  thereof   (with  a  copy  to  the
           Administrative  Agent) and the obligation of any Lender to make Loans
           denominated  in such Offshore Currency,  and the obligation of Letter
           of  Credit Issuer  to  issue  Letters  of  Credit  in  such  Offshore
           Currency, shall be suspended until such time as each Lender may again
           make Loans (and  Letter of Credit Issuer may again  issue  Letters of
           Credit) in such Offshore Currency.  Nothing contained in this Section
           shall suspend any  obligations of the Lenders to make Revolving Loans
           or payments denominated in Dollars.

           4.16.2.  Mandatory Assignment.  In the event that any Lender delivers
           a notice to Borrower and the Administrative Agent pursuant to Section
           4.16.1, then, subject to Section 18.4 of this Agreement, and provided
           that there is no Existing  Default, Borrower may, at its own expense,
           require  such  Lender  to  assign all  or  (with  such  Lender's  and
           Administrative  Agent's consent)  part of its rights and  obligations
           under this Agreement (except for rights to be indemnified for actions
           taken while a party hereunder)  to a  replacement  bank or  financial
           institution  if the Borrower  can  identify  a Person  who is  ready,
           willing  and  able to be such replacement  bank or  institution  with
           respect thereto  and such replacement bank or institution  (which may
           be another Lender)  shall assume such assigned obligations, provided,
           however,  that (y) subject to Section 18.4 hereof,  the  Borrowers or
           such replacement bank or institution,  as the case may be, shall have
           paid to such Lender in  immediately  available funds the principal of
           and interest accrued to the date of such payment on the Loans made by
           it hereunder  and all other amounts owed to it hereunder and (z) such
           assignment  of the  rights and obligations  of such  Lender  does not
           conflict  with any law,  rule or regulation  or order of any court or
           Governmental Authority.

     4.17. Alternate  Lending  Installation.  If at the time  a Lender becomes a
     party  hereto  or  any  time  thereafter,  such  Lender  has,  acquires  or
     establishes  a branch or office in  Germany  or the  United  Kingdom,  such
     Lender  shall  designate  such  branch or office as its  office  for making
     Eurodollar Loans in such country if such  designation  would (a) reduce the
     liability of the Borrowers to such Lender under Section 4.9 or 4.14, or (b)
     avoid any  unavailability  of Eurodollar  Loans under Sections 4.10,  4.11,
     4.16 or  provided  that  such  Lender  shall not be  required  to make such
     designation  if  such   designation   would  be  unlawful  or  unreasonably
     burdensome to such Lender, or would impose additional costs on such Lender.

5.   Fees.

     5.1.  Commitment  Fee. Borrower shall pay to  Administrative  Agent for the
     account of Lenders a  non-refundable,  recurring  Revolving Loan Commitment
     Fee calculated by applying the daily  equivalent of the Commitment Fee Rate
     to the Unused  Revolving Loan Commitment on each day during the period from
     the  Effective  Date to the  Revolving  Loan  Maturity  Date.  The  "Unused
     Revolving Loan  Commitment" on any day shall be the difference  between (i)
     the amount 


                                       18
<PAGE>

     of the  Aggregate  Revolving  Loan  Commitment  and (ii) the sum of (a) the
     Aggregate Revolving Loan, (b) the Letter of Credit Exposure as of the close
     of business on such day, and (c) the Swingline  Loan.  The  Revolving  Loan
     Commitment  Fee shall be payable  quarterly  in arrears  commencing  on the
     first day of the first calendar quarter  beginning after the Effective Date
     and continuing on the first day of each calendar quarter  thereafter and on
     the Revolving  Loan Maturity Date.  The  "Commitment  Fee Rate" shall be an
     annual rate equal to the  applicable  rate in the table below,  wherein the
     "Level" is the then applicable Level determined as provided in Section 4.3:

           ----------------                  -------------------
           Applicable Level                  Commitment Fee Rate
           ----------------                  -------------------
                  I                               0.250%
           ----------------                  -------------------
                  II                              0.250%
           ----------------                  -------------------
                  III                             0.200%
           ----------------                  -------------------
                  IV                              0.150%
           ----------------                  -------------------
                  V                               0.125%
           ----------------                  -------------------

     5.2.  Letter of Credit Fee. Borrower shall pay to Administrative  Agent for
     the account of Lenders (or to Administrative  Agent for its sole account in
     the case of Swingline Letters of Credit) a non-refundable  recurring Letter
     of Credit Fee for each Letter of Credit issued by Letter of Credit  Issuer.
     The  "Letter  of Credit  Fee" for any  Letter of Credit  shall be an amount
     determined by applying the quarterly equivalent of the Eurodollar Increment
     that is  determined  to be  applicable  as  provided  in Section 4.3 to the
     Dollar  Equivalent Amount of the aggregate undrawn amount of such Letter of
     Credit as of its issuance and as of the first day of each calendar  quarter
     thereafter. In addition, Borrower shall pay to Administrative Agent for the
     sole account of Letter of Credit Issuer for each Letter of Credit issued by
     Letter of Credit  Issuer an  "Issuance  Fee"  determined  by  applying  the
     quarterly equivalent of 0.125% per annum to the Dollar Equivalent Amount of
     the  aggregate  undrawn  amount of such Letter of Credit as of its issuance
     and as of the first day of each calendar quarter thereafter.  The Letter of
     Credit Fee and  Issuance  Fee for each Letter of Credit shall be payable in
     advance  upon its issuance  and on the first day of each  calendar  quarter
     thereafter  until the  earlier  of its  expiration  or the  Revolving  Loan
     Maturity Date.  Letter of Credit Fees will be distributed by Administrative
     Agent to Lenders with Revolving Loan  Commitments in accordance  with their
     prorata shares of the Aggregate Revolving Loan Commitment.

     5.3.  Other  Letter of Credit Fees.  Borrower shall pay to Letter of Credit
     Issuer such Letter of Credit  Issuer's  other  customary fees for issuance,
     amendment, or renewal of a Letter of Credit and, as Letter of Credit Issuer
     and  Borrower  may agree with  respect to each  Letter of Credit,  for each
     negotiation of a draft drawn under such Letter of Credit.

     5.4.  Calculation  of Fees.  All of the  foregoing  fees and all other fees
     payable to  Administrative  Agent or any Lender that are based on an annual
     percentage  shall be calculated on the basis of a year deemed to consist of
     360 days and for the actual number of days elapsed.


                                       19
<PAGE>

 6.   Payments.

     6.1.  Scheduled  Payments on Aggregate  Revolving Loan,  Canadian Term Loan
     and Swingline Loan.

           6.1.1.   Interest.  Borrower  shall pay interest accrued on each Base
           Rate Loan included in the Aggregate Revolving Loan, the Canadian Term
           Loan and the Swingline Loan monthly in arrears beginning on the first
           day  of the first calendar month beginning  after  the Effective Date
           and  continuing  on the first day  of each calendar month thereafter,
           and on the Revolving Loan Maturity Date.  Borrower shall pay interest
           accrued  on each Eurodollar Loan  at the end  of  its Interest Period
           and,  in  addition,  for each such  Eurodollar  Loan with an Interest
           Period longer than three months,  Borrower shall pay interest accrued
           thereon  quarterly  on  the last day of each  calendar  quarter ended
           during such Interest Period.  Borrower shall pay interest accrued  on
           each Revolving Loan  and the Swingline Loan  after the Revolving Loan
           Maturity Date on demand.

           6.1.2.   Principal.  Borrower  shall  repay  the entire amount of the
           Aggregate  Revolving  Loan as then  outstanding  on  August 1,  2002.
           Borrower  shall  repay  the  entire  amount of the  Swingline Loan on
           demand, or  if  no  demand  is  made,  on  August 1,  2002.  Canadian
           Borrowers shall repay the entire  amount of the Canadian Term Loan on
           August 4, 2002.

     6.2.  Prepayments.

           6.2.1.   Voluntary  Prepayments.  Borrower shall not be  entitled  to
           prepay  any  Eurodollar Loan.  Subject  to  the  limitations  in  the
           following  sentences,  Borrower may wholly  prepay any Base Rate Loan
           that is  included in the  Aggregate Revolving  Loan or the  Aggregate
           Canadian  Term Loan and may wholly  prepay the  Swingline Loan at any
           time and may make a  partial  prepayments thereon  from time to time,
           without   penalty  or  premium,   but  only  if  (i)  Borrower  gives
           Administrative Agent written notice (which may be mailed,  personally
           delivered or  telecopied  as provided in Section 19.1) of  Borrower's
           intention  to make such  prepayment  at least two  Business days (one
           Business  Day  in  the  case  of a  prepayment  on a  Base  Rate Loan
           denominated in Dollars) prior to tendering such prepayment,  (ii) the
           total  amount  of  such  partial  prepayment  is a whole  multiple of
           $500,000,  or its  Dollar  Equivalent Amount if the Base Rate Loan is
           denominated  in an Offshore  Currency,   and  (iii) Borrower pays any
           accrued interest  on  the  amount prepaid at the time of such prepay-
           ment.  All such prepayments  will be  applied  by  Lenders  to reduce
           the applicable  Revolving  Loans  or  the  Canadian  Term  Loans  (as
           applicable) in accordance  with  their respective  prorata  shares of
           the  Aggregate  Revolving  Loan  Commitment  or  their  share  of the
           Aggregate Canadian Term Loan  (as applicable).  A Base Rate Loan  may
           only  be  prepaid   in  the  Applicable  Currency   in  which  it  is
           denominated.

           6.2.2.   Mandatory   Prepayments   as  a  Result  of  Currency  Value
           Adjustments.  Whenever a Eurodollar Loan is continued as a Eurodollar
           Loan or is converted  to a Base Rate Loan as provided in Section 4.4,
           and  whenever  a draw is made on an Offshore  Letter of  Credit,  the
           Dollar Equivalent Amount of such Loan or the reimbursement 


                                       20
<PAGE>

           obligation  of  the applicable  Borrower,  as  applicable,  shall  be
           adjusted based on the applicable Determination Date Exchange Rate. If
           such adjustment would cause the total Dollar Equivalent Amount of the
           Aggregate  Revolving Loan plus the total Dollar Equivalent  Amount of
           the Letter of Credit  Exposure to exceed the Aggregate Revolving Loan
           Commitment,  then Domestic  Borrower shall,  within two Business Days
           after the effective date  of such continuation  or conversion,  repay
           the  portion  of  such  continued  or  converted  Loan  to the extent
           necessary to ensure that the total Dollar  Equivalent  Amount  of the
           Aggregate Revolving Loan does not exceed the Aggregate Revolving Loan
           Commitment (calculated  based on the new  Determination Date Exchange
           Rate).  If such adjustment  would cause the portion of the  Aggregate
           Revolving Loan which is denominated in an Offshore  Currency plus the
           portion of the Letter of Credit Exposure which is denominated in such
           Offshore Currency  to  exceed  the  applicable   Aggregate   Offshore
           Currency Revolving Loan Commitment,  or either  of  the limit amounts
           for UK Borrower or German  Borrower determined  under  Sections 3.2.3
           and 3.2.4,  then the applicable  Foreign  Borrower shall,  within two
           Business  Days  after  the  effective  date  of such continuation  or
           conversion, repay the portion of Aggregate Revolving Loan denominated
           in such Offshore Currency  (calculated based on the new Determination
           Date Exchange Rate)  to  the  extent  necessary  to  ensure  that the
           portion of the Aggregate  Revolving Loan which is denominated in such
           Offshore Currency  plus the portion of the Letter of Credit  Exposure
           which is denominated  in  such Offshore  Currency does not exceed the
           applicable  Aggregate  Offshore  Currency  Revolving Loan  Commitment
           and  that  the  applicable  limit  amount  for  UK Borrower or German
           Borrower  determined  under  Section 3.2.3  or 3.2.4 is not exceeded.
           The Administrative Agent will maintain records sufficient to identify
           at  any  time the outstanding  principal  amount,  Dollar  Equivalent
           Amount and  Determination  Date  Exchange  Rate with  respect to each
           Advance and Loan.

     6.3.  Reimbursement   Obligations  of  Borrower.   Each   Borrower   hereby
     unconditionally  agrees to  immediately  pay to Letter of Credit  Issuer on
     demand at the  Letter of Credit  Issuer's  Applicable  Lending  Office  all
     amounts required to pay all drafts drawn under Letters of Credit issued for
     the account of such Borrower and all reasonable expenses incurred by Letter
     of Credit Issuer in connection with such Letters of Credit and in any event
     and  without  demand  to remit to Letter of  Credit  Issuer  (which  may be
     through  obtaining   Advances  if  permitted  under  Section  3.2  or  3.5)
     sufficient funds to pay all debts and liabilities  arising under any Letter
     of Credit issued for the account of such Borrower.  All such reimbursements
     shall be in the  Applicable  Currency  in  which  the  face  amount  of the
     applicable Letter of Credit is denominated.

     6.4   Manner of Payments and Timing of Application of Payments.

           6.4.1.   Payment  Requirement.   Unless  expressly  provided  to  the
           contrary  elsewhere  herein,  Borrower shall make each payment in the
           Applicable  Currency on the Loan Obligations to  Administrative Agent
           for  the account  of Lenders  as required under the Loan Documents at
           the  Applicable  Lending  Office  on  the  date  when  due,   without
           deduction,  set-off  or  counterclaim.   All  such  payments  will be
           distributed by Administrative Agent to Lenders as provided in Section
           17.10 for application to the Loan Obligations as provided herein.


                                       21
<PAGE>

           6.4.2.   Nonconforming Payments.  The Administrative Agent shall deem
           that any payment by or on behalf of a Borrower  that is not made both
           (i) in the Applicable Currency  and  in  immediately available funds,
           and  (ii) at or prior  to 11:00 a.m.  (Central Time)  on the date any
           such payment is due to be a  nonconforming  payment. Any such payment
           shall not be deemed to be received by the  Administrative Agent until
           the time that such funds become available  funds.  The Administrative
           Agent shall give prompt  telephonic notice  (confirmed in writing) to
           the Borrower and each of the Lenders  if any payment is nonconforming
           (but the failure  to provide such notice shall not affect the obliga-
           tion of Borrower to make such payment).  Interest  shall continue  to
           accrue on any  principal as to which  a nonconforming payment is made
           until  such  funds become available funds  (but in no event less than
           the period  from the date  of such payment  to  the  next  succeeding
           Business Day).

           6.4.3.   Application  of  Payments and Proceeds.   Subject to Section
           6.4.2,   all  payments   received  in  the   Applicable  Currency  by
           Administrative Agent  in  immediately available funds  at  or  before
           11:00 a.m.  (Central  Time) on a Business Day will be distributed  by
           Administrative  Agent to Lenders as provided  in Section 17.10 on the
           same Business Day in such Applicable Currency. Such payments received
           in  the  appropriate  Applicable  Currency  on  a  day  that is not a
           Business Day or after 11:00 a.m.  (Central  Time) on a  Business  Day
           will be distributed by Administrative Agent to Lenders as provided in
           Section  17.10 on the next Business Day in such  Applicable Currency.
           The amount so distributed  to a Lender will be applied by such Lender
           to the relevant Loan Obligation on the Business Day when received.

           6.4.4.   Interest  Calculation.  Section  6.4.3 notwithstanding,  for
           purposes of interest  calculation only, for all Applicable Currencies
           (i) a  payment  by check,  draft or other  instrument received  at or
           before 11:00 a.m. (Central Time) on a Business Day shall be deemed to
           have been  applied  to the relevant  Loan  Obligation  on the  second
           following  Business Day,  (ii) a  payment  by  check,  draft or other
           instrument  received  on  a  day  that is not a Business Day or after
           11:00 a.m.  on a  Business  Day shall be deemed to have been  applied
           to the relevant Loan Obligation on the third  following Business Day,
           (iii) a  payment  in cash or by wire  transfer received  at or before
           11:00 a.m.  (Central  Time) on a Business Day shall be deemed to have
           been applied to the relevant Loan Obligation on the Business Day when
           it is  received,  and  (iv) a  payment  in cash  or by  wire transfer
           received  on a day  that is not a  Business  Day or after  11:00 a.m.
           (Central Time) on a Business Day shall be deemed to have been applied
           to the relevant Loan Obligation on the next Business Day.

     6.5.  Returned  Instruments.  If a payment is made by check, draft or other
     instrument and the check, draft or other instrument is returned unpaid, any
     application  of the payment to the Loan  Obligations  will be reversed  and
     will be treated as never having been made.

     6.6.  Compelled  Return of  Payments  or  Proceeds.  If a Lender is for any
     reason compelled to surrender any payment in an Applicable Currency because
     such  payment  or the  application  of  such  proceeds  is for  any  reason
     invalidated,  declared  fraudulent,  set aside, or determined to be void or
     voidable as a preference, an impermissible set-off, or a diversion of trust
     funds,  then this 


                                       22
<PAGE>

     Agreement  and the Loan  Obligations  to which such payment or proceeds was
     applied or intended to be applied  shall be revived as if such  application
     was never made;  and Borrower  shall be liable to pay to such  Lender,  and
     shall indemnify such Lender for and hold such Lender harmless from any loss
     with respect to, the amount of such payment or proceeds  surrendered.  This
     Section shall be effective  notwithstanding  any contrary  action that such
     Lender  may take in  reliance  upon its  receipt  of any  such  payment  or
     proceeds. Any such contrary action so taken by such Lender shall be without
     prejudice to such Lender's  rights under this Agreement and shall be deemed
     to have been  conditioned  upon the application of such payment or proceeds
     having become final and indefeasible.  The provisions of this Section shall
     survive  termination of the  Commitments,  the expiration of the Letters of
     Credit and the payment and satisfaction of all of the Loan Obligations.

     6.7.  Due  Dates Not on Business  Days. If any payment  required  hereunder
     becomes due on a date that is not a Business  Day, then such due date shall
     be deemed automatically extended to the next Business Day.

7.   Procedure for Obtaining Advances and Letters of Credit.

     7.1   Initial Revolving Loan Advances. Provided that all conditions thereto
     hereunder are satisfied,  and subject to the limitations  contained herein,
     Lenders will make the initial  Revolving  Loan  Advances in the  Applicable
     Currencies  on the  Effective  Date as  directed  by  Borrower in a written
     direction delivered to Administrative Agent.

     7.2   Subsequent Revolving Loan Advances.

           7.2.1.   Borrower Requests. Borrower may request subsequent Revolving
           Loan Advances and Swingline Advances at any time,  but not more often
           than once each  Business Day,  by  submitting  a request  therefor to
           Administrative  Agent  that meets  the  requirements of Section 7.10.
           Domestic   Borrower  may  request   Revolving  Loan  Advances  in any
           Applicable Currency,  UK Borrower may request Revolving Loan Advances
           only in Pounds Sterling,  and German  Borrower may request  Revolving
           Loan  Advances  only in Deutsche  Marks.  A request  for a Eurodollar
           Advance  must be given prior to  11:00 a.m.,  Central Time,  at least
           three Business Days prior to the Advance  Date  for  such  Eurodollar
           Advance.  (Administrative Agent  in any instance may accept a request
           for  a  Swingline  Advance  that  is to be a Eurodollar  Advance  two
           Business Days  prior to the Advance Date,  but the acceptance of such
           a  request  in  any  instance shall not constitute  a  waiver  of the
           requirement  for three  Business  Days notice in any other instance).
           A request  for a Base Rate Advance must be given prior to 11:00 a.m.,
           Central Time,  on  the  Advance Date  for  such Base Rate Advance.  A
           request for an Advance, including a Swingline Advance,  must meet the
           requirements of Section 7.10  or such  Advance  will not be made.  No
           Advance Date  for  any requested Advance may be other than a Business
           Day.   Every  request   for  an  Revolving  Loan  Advance   shall  be
           irrevocable.  A request  for  a Revolving Loan Advance  received   by
           Administrative Agent  on a day that is not a Business Day  or that is
           received by Administrative Agent after 11:00 a.m. (Central Time) on a
           Business Day  shall be treated as having been received by Administra-
           tive Agent at 10:59 a.m. (Central Time) on the next Business Day.


                                       23
<PAGE>

           7.2.2.   Revolving Loan Advances to Repay the Swingline Loan.

                    7.2.2.1.   Administrative   Agent   may   in   its  absolute
                    discretion on any Business Day give notice to Lenders of the
                    amount  of  the  Swingline  Loan  after  application  of all
                    payments to be applied thereto as provided elsewhere herein.
                    Such notice  shall be given no later than 12:00 n.  (Central
                    Time) and may  include a demand that the  Swingline  Loan be
                    fully  paid.  If  Administrative   Agent  demands  that  the
                    Swingline  Loan be  fully  paid,  then  prior  to 3:00  p.m.
                    (Central  Time) on such date,  Lenders  shall remit funds to
                    Administrative Agent sufficient to reduce the Swingline Loan
                    to zero. The aggregate of such remittances  shall be treated
                    as a Revolving Loan Advance and the Aggregate Revolving Loan
                    increased  accordingly.  Each  such  remittance  by a Lender
                    shall be made in  accordance  with its prorata  share of the
                    Aggregate  Revolving  Loan  Commitment  and  shall  be  made
                    notwithstanding that (i) the amount of the aggregate of such
                    remittances  by Lenders may not be in the minimum amount for
                    Revolving Loan Advances otherwise required  hereunder,  (ii)
                    any  conditions  to  Advances  in  Section 9 may not be then
                    satisfied,  (iii)  there is an  Existing  Default,  (iv) the
                    aggregate amount of such remittances by Lenders would result
                    in  the  Aggregate  Revolving  Loan  exceeding  the  Maximum
                    Available  Amount, or (v) such remittances by Lenders may be
                    made  after the  Revolving  Loan  Maturity  Date;  provided,
                    however,  that in no event  shall any Lender be  required to
                    make any such  remittance that would result in the Revolving
                    Loan of such Lender  exceeding such Lender's  Revolving Loan
                    Commitment.

                    7.2.2.2.   If for any reason,  including the commencement of
                    a proceeding  in  bankruptcy  with respect to any  Borrower,
                    remittances  by Lenders as provided  above cannot be made on
                    the date otherwise required above, then each Lender shall be
                    deemed  automatically to have purchased from  Administrative
                    Agent  as of such  date a  prorata  undivided  interest  and
                    participation  in the  Swingline  Loan so as to  cause  such
                    Lender to share in the Swingline Loan in accordance with its
                    prorata share of the Aggregate  Revolving  Loan  Commitment.
                    Each Lender shall remit its prorata  share of the  Swingline
                    Loan  to  Administrative   Agent  promptly  on  demand.  All
                    interest payable with respect to such Lender's prorata share
                    of  the   Swingline   Loan  shall  be  for  the  account  of
                    Administrative  Agent to the date such  remittance  is made,
                    and  shall  be  for  the   account   of  and   remitted   by
                    Administrative  Agent to such Lender as a  participant  from
                    such date.  Further,  until such  remittance  is made,  such
                    Lender  shall  pay  to  Administrative   Agent,  on  demand,
                    interest on such  Lender's  prorata  share of the  Swingline
                    Loan at the Federal Funds Rate.

           7.2.3.   Administrative  Agent's  Right to Make  Other Revolving Loan
           Advances.  With  the  prior  approval  of  Required  Lenders  in each
           instance, Administrative Agent shall have the right to make Revolving
           Loan Advances in any Applicable Currency at any time and from time to
           time  to  cause  timely  payment  of any  of  the  Loan  Obligations.
           Administrative  Agent may select the Advance Date and the  Applicable
           Currency for any such  Revolving Loan Advance,  but such Advance Date
           may only be a Business Day.  


                                       24
<PAGE>

           Administrative Agent  will  give  notice  to Borrower  after any such
           Revolving  Loan  Advance is made.  Any such  Revolving  Loan  Advance
           will be a Base Rate Advance.

     7.3.  Letters  of Credit.  Domestic  Borrower may request the issuance of a
     Letter of Credit  denominated in any Applicable  Currency,  UK Borrower may
     request the issuance of a Letter of Credit  denominated in Pounds Sterling,
     and  German  Borrower  may  request  the  issuance  of a Letter  of  Credit
     denominated in Deutsche Marks, by submitting an issuance  request to Letter
     of Credit Issuer and executing the reimbursement  agreement  required under
     Section 10.1 no less than five Business  Days prior to the requested  issue
     date for such Letter of Credit.

     7.4.  Fundings of Revolving Loan Advances.

           7.4.1.   Funding  of  Dollar  Denominated  Advances.  In  the case of
           requested Revolving Loan Advances denominated in Dollars that are not
           Swingline  Advances,  Administrative Agent shall promptly notify each
           Lender of the amount of the Advance to be made on the  Advance  Date.
           Each Lender shall make immediately available to Administrative  Agent
           on or before the date specified for such Advance,  but not later than
           by 1:00 p.m.  (Central  Time)  on the Advance Date,  funds consisting
           solely of Dollars in the amount of its prorata share of such Advance,
           rounded to the  nearest  penny,  in  accordance with such  remittance
           instructions as may be given by  Administrative Agent to Lenders from
           time to time.

           7.4.2.  Funding  of  Offshore Currency Denominated Advances.  In  the
           case of requested  Revolving Loan Advances denominated in an Offshore
           Currency that are not Swingline Advances,  Administrative Agent shall
           promptly notify each Lender  of the amount  of the Advance to be made
           on the Advance Date.  Each Lender shall make immediately available to
           Administrative Agent  on  or  before the Advance Date,  but not later
           than 1:00 p.m. (Central Time)  on the Advance Date,  funds consisting
           solely  of such Offshore Currency  in the amount of its prorata share
           of  such  Advance,  rounded  to the  nearest  smallest  unit  of such
           currency,  in accordance with such  remittance instructions as may be
           given by Administrative Agent to Lenders from time to time.

           7.4.3.   Draws on Letters of Credit. In the event that a draw is made
           on a Revolver Letter of Credit and Borrower  does not  reimburse  the
           amount of such draw in full to  Letter  of  Credit Issuer on  demand,
           Administrative Agent  may  notify  each Lender thereof and shall have
           the right to cause a  Revolving  Loan Advance to be made,  regardless
           whether  such  Revolving  Loan Advance would result in the  Aggregate
           Revolving Loan exceeding the Maximum  Available Amount,  by notifying
           each  Lender of the draw,  the amount of the Revolving  Loan  Advance
           required to fund  reimbursement of such draw,  and the amount of such
           Lender's  ratable  share  of  such Revolving  Loan  Advance.   Unless
           otherwise  agreed  by  Lenders,  the  Advance Date  and time for such
           Revolving  Loan Advance  shall  not be later than 1:00 p.m.  (Central
           Time) on the  first  Business Day  following  Administrative  Agent's
           delivery  of  such  notice to Lenders.  By no later than such Advance
           Date and  time,  each  Lender  shall  make  immediately  available to
           Administrative   Agent  funds  consisting  solely  of  the Applicable
           Currency  in  which  the  relevant   Revolver   Letter  of  Credit is
           denominated in the amount of its prorata share of 


                                       25
<PAGE>

           such Revolving Loan Advance,  rounded to the nearest smallest unit of
           such  currency,  in  accordance  with  such  remittance  instructions
           as may be  given  by Administrative Agent to each Lender from time to
           time.  Each  Revolving  Loan  Advance  made  by  Administrative Agent
           pursuant to this Section 7.4.3  shall  be  deemed  to  be a Base Rate
           Advance.

           7.4.4.   All Fundings Ratable. All fundings of Advances shall be made
           by Lenders in the  Applicable  Currency  requested  by Borrower or as
           otherwise  directed  by  Administrative  Agent as provided  herein in
           accordance  with their prorata shares of the Aggregate Revolving Loan
           Commitment.  Except as otherwise  expressly provided herein, a Lender
           shall not be  obligated to fund  Revolving  Loan  Advances that would
           result in its Revolving Loan exceeding its Revolving Loan Commitment,
           or make available any more than its prorata share of any Advance.

     7.5.  Administrative Agent's Availability Assumption. Unless Administrative
     Agent has been given  written  notice by a Lender  prior to an Advance Date
     that  such  Lender  does  not  intend  to  make  immediately  available  to
     Administrative  Agent such  Lender's  prorata  share of the  Advance  which
     Administrative  Agent  will  be  obligated  to make  on the  Advance  Date,
     Administrative  Agent may assume  that such  Lender  has made the  required
     amount  available  to   Administrative   Agent  on  the  Advance  Date  and
     Administrative Agent may, in reliance upon such assumption,  make available
     to Borrower a corresponding  amount. If such corresponding amount is not in
     fact made immediately  available to Administrative  Agent by such Lender on
     the Advance  Date,  Administrative  Agent shall be entitled to recover such
     corresponding  amount on demand from such  Lender.  If such Lender does not
     pay such  corresponding  amount  immediately  upon  Administrative  Agent's
     demand therefor,  then Administrative  Agent shall promptly notify Borrower
     and the other Lenders and Borrower shall immediately pay such corresponding
     amount to Administrative Agent. Administrative Agent shall also be entitled
     to recover,  either from such  defaulting  Lender or Borrower,  interest on
     such  corresponding  amount  for each day from the date such  corresponding
     amount was made available by  Administrative  Agent to Borrower to the date
     such corresponding  amount is recovered by Administrative  Agent, at a rate
     per annum equal to (i) if paid by such Lender,  the cost to  Administrative
     Agent of funding such amount at the Federal  Funds Rate, or (ii) if paid by
     Borrower,  the applicable rate for the Advance in question  determined from
     the request  therefor.  Each  Lender  shall be  obligated  only to fund its
     prorata  share of an Advance  subject to the terms and  conditions  hereof,
     regardless  of the  failure of  another  Lender to fund its  prorata  share
     thereof.

     7.6.  Disbursement.  Provided  that all  conditions  precedent  herein to a
     requested  Advance  or,  if  applicable,  a  Swingline  Advance,  have been
     satisfied,  Administrative  Agent  will make the  amount of such  requested
     Advance available to Borrower on the applicable Advance Date in immediately
     available  funds  of the  Applicable  Currency  at the  applicable  Funding
     Office.

     7.7.  Restrictions on Advances. No more than one Revolving Loan Advance and
     no more than one Swingline  Advance will be made on any one day pursuant to
     a request for a Revolving Loan Advance.  Advances will only be made for the
     purposes permitted in Section 13.1.


                                       26
<PAGE>

     7.8.  Restriction  on Number of  Eurodollar  Loans.  No more than  thirteen
     Eurodollar Loans with different  Interest Periods may be outstanding at any
     one time.

     7.9.  Each  Advance  Request and Letter of Credit Request a  Certification.
     Each  submittal of a request for an Advance and each submittal of a request
     for the  issuance  of a Letter  of  Credit  by a  Borrowing  Officer  shall
     constitute  a  certification  by  Borrower  that (i)  there is no  Existing
     Default,  (ii) all  conditions  precedent  hereunder  to the  making of the
     requested  Advance or issuance of the requested  Letter of Credit have been
     satisfied,  and (iii) the  Representations and Warranties are then true and
     will be true on the Advance Date or issuance  date,  as  applicable,  as if
     then made, except as disclosed to Administrative Agent and the Lenders.

     7.10. Requirements  for Every Advance  Request.  Only a written  request or
     oral  request  (which  shall  be  promptly  confirmed  in  writing)  from a
     Borrowing Officer to Administrative Agent that specifies the amount and the
     Applicable  Currency of the  requested  Advance,  the Advance  Date for the
     requested  Advance,  the portion of the Advance  which is requested to be a
     Eurodollar  Advance and the portion of the Advance which is requested to be
     a Base  Rate  Advance,  and the  Interest  Period to be  applicable  to the
     Eurodollar Loan that will result from a requested Eurodollar Advance,  will
     be treated by Administrative Agent as a request for an Advance.

     7.11. Requirements  for  Every  Letter of  Credit  Request.  Only a written
     request  (which  may be  mailed,  personally  delivered  or  telecopied  as
     provided  in  Section  19.1) from a  Borrowing  Officer to Letter of Credit
     Issuer  that  specifies  the  request  face amount of the Letter of Credit,
     whether  the  Letter of Credit  is to be a  Revolver  Letter of Credit or a
     Swingline  Letter of Credit,  and the  Applicable  Currency,  the requested
     issue date (which  shall be a Business  Day and in no event later than five
     Business Days before the Revolving Loan Maturity Date),  the account party,
     and  the  beneficiary  of  the  requested  Letter  of  Credit,   and  other
     information  necessary for its issuance,  shall be treated as a request for
     issuance of a Letter of Credit.

     7.12. Exoneration   of   Administrative   Agent   and   Lenders.    Neither
     Administrative  Agent  nor any  Lender  shall  incur any  liability  to any
     Borrower  for  treating a request  that meets the express  requirements  of
     Section  7.10 or Section  7.11 as a request for an Advance or issuance of a
     Letter of  Credit,  as  applicable,  if  Administrative  Agent or Letter of
     Credit Issuer  believes in good faith that the Person making the request is
     a Borrowing  Officer.  Neither  Administrative  Agent nor any Lender  shall
     incur any  liability  to any Borrower for failing to treat any such request
     as a  request  for an  Advance  or  issuance  of a  Letter  of  Credit,  as
     applicable,  if Administrative Agent or Letter of Credit Issuer believes in
     good faith that the Person making the request is not a Borrowing Officer.

8.   Security  and  Guaranties.  Domestic  Borrower shall execute and deliver to
Administrative  Agent,  or cause to be executed and delivered to  Administrative
Agent, the following documents, each satisfactory to Lenders:

     8.1.  Domestic  Borrower  Stock  Pledges.  As security  for the payment and
     performance  of  all of the  Loan  Obligations,  a  Pledge  Agreement  from
     Domestic  Borrower  granting  to  Administrative  Agent for the  benefit of
     Lenders  a  first  priority  Security  Interest  in all of the  outstanding
     capital 


                                       27
<PAGE>

     stock held by it in each of its Significant  Subsidiaries  domiciled in the
     United  States and in 65% of the  outstanding  capital  stock of DT Canada,
     Inc.; a Pledge Agreement from DT Canada,  Inc.,  granting to Administrative
     Agent for the benefit of Lenders a first priority  Security Interest in 65%
     of the outstanding capital stock of Kalish Canada, Inc.; a Pledge Agreement
     from Domestic Borrower granting to Administrative  Agent for the benefit of
     Lenders  a first  priority  Security  Interest  in 100% of the  outstanding
     capital stock of UK Borrower;  and a Share Pledge  Agreement  from Domestic
     Borrower  granting  to  Administrative  Agent for the  benefit of Lenders a
     first priority Security  Interest in 100% of the outstanding  capital stock
     of German  Borrower  to secure  the  payment  and  performance  of the Loan
     Obligations  of German  Borrower,  and a  Security  Interest  in 65% of the
     outstanding  capital  stock of German  Borrower  to secure the  payment and
     performance of all the Loan Obligations.

     8.2.  UK  Borrower  and  Subsidiaries  Stock  Pledges.  As security for the
     payment and  performance of the Loan  Obligations of UK Borrower,  a Pledge
     Agreement from UK Borrower granting to Administrative Agent for the benefit
     of Lenders a first  priority  Security  Interest in 65% of the  outstanding
     capital stock held by it in its Significant Subsidiaries, and a Pledge from
     DT  Industries  (UK),  Limited  granting  to  Administrative  Agent for the
     benefit  of  Lenders  a  first  priority  Security  Interest  in 65% of the
     outstanding capital stock held by it in Swiftpack Automation Limited.

     8.3.  Guaranties.

           8.3.1.   Domestic Borrower Obligations. The unconditional guaranty by
           every  Significant Subsidiary  domiciled in the United  States of the
           Loan Obligations of Domestic Borrower.

           8.3.2.   Foreign Borrower Obligations.  The unconditional guaranty by
           Domestic Borrower  and  every  Significant   Subsidiary  of  Domestic
           Borrower domiciled in the United  States of the Loan  Obligations  of
           Foreign Borrowers.

           8.3.3.   Borrower Obligations.   The  unconditional  guaranty  by  UK
           Borrower of the Loan Obligations.

           8.3.4.   Canadian Term Loan.  The  unconditional guaranty by Domestic
           Borrower,  UK Borrower and every  Significant Subsidiary  of Domestic
           Borrower domiciled  in the United States  of all  of the Indebtedness
           and  obligations  of  the  Canadian  Borrowers   with  respect to the
           Aggregate Canadian Term Loan and the payment and  performance  of all
           other Obligations hereunder  of Canadian Borrowers  to Administrative
           Agent.

     Promptly after the Effective  Date,  Administrative  Agent will release the
     existing  Security  Interest  of  Administrative  Agent for the  benefit of
     Lenders in all of the original  Collateral (as defined in the Original Loan
     Agreement)  other than the capital  stock described  in this Section 8, and
     Lenders, by becoming parties hereto, irrevocably consent to such release.

9.   Conditions of Lending.


                                       28
<PAGE>

     9.1.  Conditions  to Initial  Advance.  Lenders will have no  obligation to
     fund the initial  Revolving Loan Advance or any  subsequent  Revolving Loan
     Advance unless:

           9.1.1.   Listed Documents and Other Items. Administrative Agent shall
           have received  on  or before the Effective Date all  of the documents
           and other items listed or described in Exhibit 9.1.1  hereto as being
           conditions  to  the  initial Advances,  with  each  being  reasonably
           satisfactory to Lenders and  (as applicable) duly executed and  (also
           as applicable)  sealed,   attested,   acknowledged,   certified,   or
           authenticated.

           9.1.2.   Default.  There shall be no Existing Default  and no Default
           or Event of Default will occur  as a  result  of such  Advance  being
           requested or made or the application of the proceeds thereof.

           9.1.3.   Perfection  of Security  Interests.  Every Security Interest
           required  to  be  granted  hereunder  to  Administrative  Agent under
           Section 8  shall  have  been  perfected  and  shall  be,   except  as
           otherwise  satisfactory   to  Lenders,   a  first  priority  Security
           Interest.

           9.1.4.   Representations  and  Warranties.  The  Representations  and
           Warranties shall be true and correct.

           9.1.5.   Material  Adverse  Change.  Since  the  date of the  Initial
           Financial Statements  delivered to Administrative  Agent, there shall
           not have been any change which has or is  reasonably likely to have a
           Material Adverse Effect.

           9.1.6.   Pending  Material  Proceedings.  There  shall be no  pending
           Material Proceedings.

           9.1.7.   Payment  of Fees.  Domestic  Borrower  shall  have  paid and
           reimbursed  to Lenders all fees,  costs and expenses that are payable
           or reimbursable to Lenders hereunder on or before the Effective Date.

           9.1.8.   Other  Items.  Administrative Agent shall have received such
           other consents,  approvals,  opinions,  certificates,   documents  or
           information as it reasonably deems necessary.

     9.2.  Conditions  to Subsequent  Advances.  Lenders will have no obligation
     to fund any Revolving Loan Advance after the initial Revolving Loan Advance
     unless:

           9.2.1.   General  Conditions.  All of the  conditions  to the initial
           Revolving  Loan  Advance in  Section 9.1  (except  the  condition  in
           Sections 9.1.4 and 9.1.5) shall have been and shall remain satisfied.

           9.2.2.   Representations  and  Warranties.  The  Representations  and
           Warranties are then true and correct,  with  such  exceptions as have
           been disclosed to Administrative Agent in writing by Borrower and are
           acceptable to Required Lenders.


                                       29
<PAGE>

           9.2.3.   Default.  There shall be no Existing  Default and no Default
           or Event of Default  will  occur as a result  of such  Advance  being
           requested or made or the application of the proceeds thereof.

10.  Conditions  to Issuance of Letters of Credit.  As  conditions  precedent to
the issuance of any Letter of Credit:

     10.1. Reimbursement  Agreement.  Borrower shall have executed and delivered
     to Letter of Credit Issuer a reimbursement agreement satisfactory to Letter
     of Credit  Issuer and  Administrative  Agent under which  Borrower  further
     evidences its  obligation to reimburse to Letter of Credit Issuer on demand
     and in the  Applicable  Currency  each  draw on such  Letter  of  Credit as
     provided in Section 6.3,  together  with interest from the date of the draw
     at  the  rate  provided  in  Section  4.1  and  (without  duplication)  all
     reasonable  expenses incurred by Letter of Credit Issuer in connection with
     such Letter of Credit.

     10.2. No  Prohibitions.  No order,  judgment or decree of any  Governmental
     Authority  shall  exist  which  purports by its terms to enjoin or restrain
     Letter of Credit  Issuer or any other  Lender from  issuing  such Letter of
     Credit, and no Law or request or directive (whether or not having the force
     of law) from any Governmental  Authority with  jurisdiction  over Letter of
     Credit Issuer or any other Lender shall exist which prohibits,  or requests
     that Letter of Credit Issuer or any other Lender refrain from, the issuance
     of letters of credit  generally or such Letter of Credit in particular,  or
     imposes  upon Letter of Credit  Issuer or any other  Lender with respect to
     such  Letter of Credit any  restriction  or reserve or capital  requirement
     (for which  Letter of Credit  Issuer or any other  Lender is not  otherwise
     compensable by Borrower hereunder).

     10.3. Representations  and Warranties.  The  Representations and Warranties
     are then true and correct,  with such  exceptions as have been disclosed to
     Administrative  Agent in writing by Borrower and are acceptable to Required
     Lenders.

     10.4. No  Default.  There  shall be no  Existing  Default and no Default or
     Event of Default is  reasonably  likely to occur as a result of such Letter
     of Credit being issued or a draw thereon being made or paid.

     10.5. Other  Conditions.  All of the conditions  to the initial Advances in
     Section 9.1 (except the  conditions  in Section  9.1.4) shall have been and
     shall remain satisfied.

11.  Representations  and Warranties.  Except  as  otherwise  described  in  the
Disclosure Schedule  attached  hereto  as Exhibit 11,  Borrower  represents  and
warrants to Lenders as follows:

     11.1. Organization and Existence. Each Covered Person is duly organized and
     existing in good standing under the Laws of the state of its  organization,
     is duly  qualified  to do business  and is in good  standing in every state
     where the nature or extent of its business or  properties  require it to be
     qualified to do  business,  except where the failure to so qualify will not
     have a  Material  Adverse  Effect.  Each  Covered  Person has the power and
     authority  to own its  properties  and carry on its  business  as now being
     conducted.


                                       30
<PAGE>

     11.2. Authorization.  Each Covered Person is duly authorized to execute and
     perform  every Loan Document to which such Covered  Person is a party,  and
     Borrower is duly authorized to borrow hereunder, and this Agreement and the
     other Loan Documents have been duly  authorized by all requisite  corporate
     action of each Covered Person. No consent, approval or authorization of, or
     declaration or filing with, any Governmental  Authority,  and no consent of
     any other Person,  is required in  connection  with  Borrower's  execution,
     delivery  or  performance  of  this  Agreement  or  any  Covered   Person's
     execution,  delivery and  performance of any of the other Loan Documents to
     which it is a party,  except  for those  already  duly  obtained  or to the
     extent failure to obtain such does not have and is not reasonably likely to
     have a Material Adverse Effect.

     11.3. Due  Execution.  Every Loan  Document to which a Covered  Person is a
     party has been  executed on behalf of such Covered  Person by a Person duly
     authorized to do so.

     11.4. Enforceability of Obligations.  Each of the Loan Documents to which a
     Covered  Person  is a  party  constitutes  the  legal,  valid  and  binding
     obligation of such Covered Person,  enforceable against such Covered Person
     in accordance with its terms,  except to the extent that the enforceability
     thereof   against  such  Covered  Person  may  be  limited  by  bankruptcy,
     insolvency, reorganization, moratorium or similar Laws affecting creditors'
     rights generally or by equitable principles of general application.

     11.5. Burdensome  Obligations.  No Covered Person is a party to or bound by
     any  Contract or is subject to any  provision  in the Charter  Documents of
     such  Covered  Person which  would,  if  performed by such Covered  Person,
     result in a Default  or Event of  Default  either  immediately  or upon the
     elapsing of time.

     11.6. Legal Restraints.  The execution and performance of any Loan Document
     by a Covered  Person will not  violate or  constitute  a default  under the
     Charter  Documents of such Covered Person,  any Material  Agreement of such
     Covered  Person,  or any Material  Law,  and will not,  except as expressly
     contemplated  or  permitted  in  this  Agreement,  result  in any  Security
     Interest being imposed on any of such Covered Person's property.

     11.7.  Labor Contracts  and  Disputes.  There is no  collective  bargaining
     agreement or other labor contract  covering  employees of a Covered Person.
     To Borrower's knowledge, no union or other labor organization is seeking to
     organize, or to be recognized as, a collective bargaining unit of employees
     of a Covered  Person.  There is no  pending  or, to  Borrower's  knowledge,
     threatened,  strike, work stoppage, material unfair labor practice claim or
     other material labor dispute against or affecting any Covered Person or its
     employees.

     11.8.  No Material Proceedings.  There are no Material  Proceedings pending
     or, to the best knowledge of Borrower, threatened.

     11.9.  Material Licenses. All Material Licenses have been obtained or exist
     for each Covered Person.


                                       31
<PAGE>

     11.10. Compliance with Material Laws.  Each Covered Person is in compliance
     with all Material Laws. Without limiting the generality of the foregoing:

            11.10.1. General Compliance with Environmental Laws.  The operations
            of every Covered  Person  comply with all  applicable  Environmental
            Laws except for such  non-compliance as has not or is not reasonably
            likely to have Material Adverse Effect.

            11.10.2. Proceedings.  None of the operations  of any Covered Person
            are the subject  of any judicial or administrative complaint,  order
            or   proceeding   alleging   the   violation   of   any   applicable
            Environmental Laws.

            11.10.3. Investigations Regarding Hazardous Materials. To Borrower's
            knowledge,  none  of the  operations  of any  Covered Person are the
            subject of investigation by any Governmental Authority regarding the
            improper transportation,  storage,  disposal,  generation or release
            into the environment of any Hazardous Material, the results of which
            have or are reasonably likely to have a Material Adverse Effect.

            11.10.4. Notices  and  Reports  Regarding  Hazardous  Materials.  No
            notice or report  under any  Environmental Law  indicating a past or
            present spill  or release into the environment,  or investigation by
            any  Governmental Authority  regarding  the improper transportation,
            storage,   disposal,   generation,   spill   or   release  into  the
            environment,  of any Hazardous  Material  (the results of which have
            had or are reasonably likely to have a Material  Adverse Effect) has
            been received or filed by Borrower  within the four years ending  on
            the Effective Date,  or  to  Borrower's knowledge  is required to be
            filed, by any Covered Person.

            11.10.5. Hazardous  Materials  on Real Property.  No Covered Person,
            nor to  Borrower's  knowledge,  any  other  Person,  has at any time
            transported,  stored,   disposed  of,   generated  or  released  any
            Hazardous Material on the surface,  below the surface, or within the
            boundaries of any real  property owned or operated  by such  Covered
            Person  or any improvements thereon  in any  case  in  violation  of
            applicable  Environmental Laws.  Borrower  has  no  knowledge of any
            Hazardous  Material on the surface, below the surface, or within the
            boundaries  of any real property owned or  operated  by any  Covered
            Person  or  any  improvements  thereon  in  violation  of applicable
            Environmental Laws.  No  property  of  any Covered Person is subject
            to a Security Interest  in favor of any  Governmental  Authority for
            any liability under any Environmental Law or damages arising from or
            costs incurred by such Governmental Authority in response to a spill
            or release of Hazardous Material into the environment.

     11.11. Financial  Statements.  The  Financial  Statements  are complete and
     correct in all material  respects,  have been prepared in  accordance  with
     GAAP, and fairly reflect the financial condition, results of operations and
     cash  flows of the  Persons  covered  thereby  as of the  dates and for the
     periods stated therein.


                                       32
<PAGE>

     11.12. No Change in Condition.  Since the date of the Financial  Statements
     delivered to  Administrative  Agent as required  herein,  there has been no
     change which has or is reasonably likely to have a Material Adverse Effect.

     11.13. No  Defaults.  No Covered  Person has  breached  or  violated or has
     defaulted  under any Material  Agreement,  or has defaulted with respect to
     any  Material  Obligation  of such  Covered  Person  which  has,  or if not
     remedied  within any  applicable  grace period is likely to have a Material
     Adverse Effect. There is no Existing Default.

     11.14. Investments.  No Covered Person has any Investments in other Persons
     except Permitted Investments.

     11.15. Indebtedness.   No  Covered  Person  has  any  Indebtedness   except
     Permitted Indebtedness.

     11.16. Indirect Obligations. No Covered Person has any Indirect Obligations
     except Permitted Indirect Obligations.

     11.17. Tax Liabilities; Governmental Charges. Each Covered Person has filed
     or caused to be filed all tax reports  and returns  required to be filed by
     it with any  Governmental  Authority,  except  where  extensions  have been
     properly obtained.  Each Covered Person has paid or made adequate provision
     for payment of all Taxes of such  Covered  Person,  except  Taxes which are
     being diligently contested in good faith by appropriate  proceedings and as
     to which such Covered Person or Domestic Borrower has established  adequate
     reserves in conformity  with GAAP. No Security  Interest for any such Taxes
     has been filed and no claims are being  asserted  with  respect to any such
     Taxes which, if adversely determined, has or is reasonably likely to have a
     Material  Adverse  Effect.  The United States federal income tax returns of
     Domestic  Borrower and its  Subsidiaries  have been audited by the Internal
     Revenue  Service and passed upon  without  exception  for all fiscal  years
     ended  on or prior  to June  30,  1993,  or the  period  during  which  any
     assessments may be made by the IRS with respect to such returns has expired
     without  waiver or  extension.  There  are no  material  unresolved  issues
     concerning  any  liability  of a Covered  Person  for any Taxes  which,  if
     adversely  determined,  has or is  reasonably  likely  to  have a  Material
     Adverse Effect.

     11.18. Pension Benefit Plans. To Borrower's knowledge,  all Pension Benefit
     Plans  maintained  by each  Covered  Person or an ERISA  Affiliate  of such
     Covered  Person qualify under Section 401 of the Code and are in compliance
     with the provisions of ERISA in all material respects.  Except with respect
     to events or occurrences which do not have and are not reasonably likely to
     have a Material Adverse Effect:

            11.18.1. Prohibited Transactions. None of such Pension Benefit Plans
            has  participated  in,  engaged in or been a party to any non-exempt
            PROHIBITED TRANSACTION  as defined  in  ERISA  or the  Code,  and no
            officer,  director or employee of such Covered Person or of an ERISA
            Affiliate  of such Covered Person has committed a breach  of any  of
            the responsibilities  or  obligations imposed  upon  fiduciaries  by
            Title I of ERISA.


                                       33
<PAGE>

            11.18.2. Claims.   There  are  no  claims,  pending  or  threatened,
            involving  any  such  Pension  Benefit  Plan by a current  or former
            employee  (or  beneficiary  thereof) of such Covered Person or ERISA
            Affiliate of such Covered Person,  nor is there any reasonable basis
            to anticipate  any  claims involving  any  such Pension Benefit Plan
            which would likely  be successfully maintained  against such Covered
            Person  or such ERISA Affiliate  except,  in such case,  claims  for
            benefits  in the ordinary course  in  accordance  with  such Pension
            Benefit Plan.

            11.18.3. Reporting  and  Disclosure   Requirements.   There  are  no
            violations  of any reporting or disclosure requirements with respect
            to any such Pension  Benefit Plan and none  of such Pension  Benefit
            Plans has violated any applicable Law, including ERISA and the Code.

            11.18.4. Accumulated  Funding  Deficiency.  No such  Pension Benefit
            Plan has (i) incurred an accumulated funding deficiency  (within the
            meaning of Section 412(a) of the Code), whether or not waived;  (ii)
            been a Pension Benefit Plan with respect to which a Reportable Event
            (to the extent that the reporting  of such events to the PBGC within
            thirty days of the occurrence has not been waived)  has occurred and
            is continuing;  or (iii) been a Pension Benefit Plan with respect to
            which  there  exist  conditions  or events which have  occurred that
            present a significant  risk of termination  of such Pension  Benefit
            Plan by the PBGC.

            11.18.5. Multi-employer Plan.  All  Multi-employer  Plans  to  which
            any Covered Person  contributes  or is  obligated to  contribute are
            listed in section 11.18.5  of the  Disclosure  Schedule.  No Covered
            Person or ERISA Affiliate of such Covered Person has received notice
            that any such  Multi-employer  Plan is in reorganization or has been
            terminated  within  the  meaning  of Title IV of ERISA,  and no such
            Multi-employer Plan  is reasonably expected  to be in reorganization
            or to be terminated within the meaning of Title IV of ERISA.

     11.19. Welfare  Benefit Plans.  No Covered Person or ERISA Affiliate of any
     Covered Person maintains a Welfare Benefit Plan that has a liability which,
     if enforced or collected,  has or is  reasonably  likely to have a Material
     Adverse Effect. Each Covered Person and each ERISA Affiliate of any Covered
     Person  has  complied  in  all  material   respects  with  the   applicable
     requirements  of  Section  4980B of the  Code  pertaining  to  continuation
     coverage as mandated by COBRA.

     11.20. Retiree  Benefits.  No  Covered  Person or ERISA  Affiliate  of such
     Covered  Person has an  obligation  to provide any Person with any medical,
     life insurance,  or similar benefit  following such Person's  retirement or
     termination  of employment (or to such Person's  beneficiary  subsequent to
     such Person's  death) other than (i) such  benefits  provided to Persons at
     such  Person's  sole  expense,  (ii)  obligations  under  COBRA,  (iii)  as
     disclosed in the Financial  Statements,  and (iv) such  obligations as have
     not or are not reasonably likely to have a Material Adverse Effect.


                                       34
<PAGE>

     11.21. State  of Property.  Each Covered  Person has good and marketable or
     merchantable  title to all real and personal property purported to be owned
     by it or  reflected  in  the  Financial  Statements,  except  for  personal
     property  sold in the  ordinary  course of business  after the date of such
     Financial  Statements.  There  are  no  Security  Interests  on  any of the
     property  purported  to be owned by any Covered  Person,  except  Permitted
     Security Interests.

     11.22. Negative  Pledges.  No Covered  Person is a party to or bound by any
     Contract which prohibits the creation or existence of any Security Interest
     upon or assignment or conveyance of any of the Collateral.

     11.23. Margin   Stock.  No  Covered  Person  is  engaged  or  will  engage,
     principally  or as one of its  important  activities,  in the  business  of
     extending  credit for the purpose of  PURCHASING  or CARRYING  MARGIN STOCK
     (within the meaning of Regulation U of the Federal Reserve  Board),  and no
     part of the  proceeds of any Advance  will be used to purchase or carry any
     such  margin  stock or to  extend  credit  to  others  for the  purpose  of
     purchasing  or  carrying  any such margin  stock or for any  purpose  which
     violates,   or  which  would  be  inconsistent   with,  the  provisions  of
     Regulations G, T, U or X of the Federal Reserve Board.

     11.24. Securities  Matters.  No  proceeds  of any  Advance  will be used to
     acquire from any Person any security in a transaction  that is hostile from
     the point of view of such Person and which is subject to Sections 13 and 14
     of the Securities Exchange Act of 1934.

     11.25. Investment  Company  Act,  Etc. No Covered  Person is an  INVESTMENT
     COMPANY  registered  or  required  to be  registered  under the  Investment
     Company Act of 1940,  or a company  CONTROLLED  (within the meaning of such
     Investment  Company  Act) by such an  INVESTMENT  COMPANY or an  AFFILIATED
     PERSON of, or promoter or PRINCIPAL UNDERWRITER for, an INVESTMENT COMPANY,
     as such terms are defined in the Investment Company Act of 1940. No Covered
     Person is subject to regulation  under the Public Utility  Holding  Company
     Act of 1935,  the Federal  Power Act,  the  Interstate  Commerce Act or any
     other Law  limiting or  regulating  its ability to incur  Indebtedness  for
     money borrowed.

     11.26. No Material Misstatements or Omissions.  Neither the Loan Documents,
     any of the Financial  Statements  nor any statement,  list,  certificate or
     other  document  executed and  delivered by or on behalf of Borrower or any
     other Covered  Person to  Administrative  Agent or any Lender in connection
     with the Loan Documents or any of the transactions  contemplated thereby as
     of the date thereof  contains any untrue  statement of a material  fact, or
     omits to state a material fact necessary to make the statements therein not
     misleading as of such date.

     11.27. Filings. All registration statements,  reports, proxy statements and
     other  documents,  if any,  required  to be  filed  by  Borrower  with  the
     Securities and Exchange  Commission pursuant to the Securities Act of 1933,
     and the Securities  Exchange Act of 1934,  have been filed,  and as of date
     thereof  such  filings  are  complete  and  accurate  and contain no untrue
     statements of material fact or omit to state any material facts required to
     be stated therein or necessary in order to make the statements  therein not
     misleading as of the dates of such filings.


                                       35
<PAGE>

12.  Modification  and  Survival of  Representations.  Borrower  may at any time
after the  initial  Revolving  Advance is made  propose to Lenders in writing to
modify  the  representations  and  warranties  in  Section  11,  and  any  other
representation  or warranty made in any  certificate,  report,  opinion or other
document  delivered by Borrower pursuant to the Loan Documents.  If the proposed
modifications  are  satisfactory  to all of the  Lenders as  evidenced  by their
written assent thereto, then such representations and warranties shall be deemed
and  treated  as so  modified,  but  only as of the date of  Borrower's  written
modification  proposal.  If such proposed  modifications are not satisfactory to
all of the  Lenders,  then such  proposed  modifications  shall not be deemed or
treated  as   modifying   such   representations   and   warranties.   All  such
representations and warranties,  as made or deemed made as of a particular time,
shall  survive  execution of each of the Loan  Documents and the making of every
Advance,  and may be relied  upon by  Administrative  Agent and Lenders as being
true and  correct as of the date when made or deemed  made until all of the Loan
Obligations  are  fully  and  indefeasibly   paid,  no  Letters  of  Credit  are
outstanding and the Letter of Credit Exposure is irreversibly zero.

13.  Affirmative Covenants. Borrower covenants and agrees that, while any of the
Commitments  remains in effect and until all of the Loan  Obligations  are fully
and  indefeasibly  paid, no Letters of Credit are  outstanding and the Letter of
Credit  Exposure is irreversibly  zero,  Borrower shall do, or cause to be done,
the following:

     13.1.  Use  of Proceeds.  Subject to the terms and  conditions  hereof, the
     proceeds of the Revolving  Loan Advances and  Swingline  Advances  shall be
     used only to  refinance  existing  Indebtedness,  for  working  capital and
     capital expenditures, as the source for payment of Borrower's reimbursement
     obligations  with  respect to Letters of Credit,  to pay all or any part of
     the consideration  payable by Borrower for any Permitted  Acquisition,  and
     for general corporate purposes.

     13.2.  Corporate   Existence.   Each  Covered  Person  shall  maintain  its
     existence in good standing and shall maintain in good standing its right to
     transact  business in those  states in which it is now or  hereafter  doing
     business, except where the failure to so qualify will not have and will not
     be reasonably likely to have a Material Adverse Effect. Each Covered Person
     shall obtain and maintain all Material Licenses for such Covered Person.

     13.3.  Maintenance  of  Property  and Leases.  Each  Covered  Person  shall
     maintain in good  condition  and working  order,  and repair and replace as
     required, all buildings,  equipment, machinery, fixtures and other real and
     personal  property whose useful  economic life has not elapsed and which is
     necessary for the ordinary  conduct of the business of such Covered Person.
     Each Covered  Person shall  maintain in good  standing and free of defaults
     all of its leases of buildings,  equipment,  machinery,  fixtures and other
     real and personal  property whose useful  economic life has not elapsed and
     which is necessary for the ordinary conduct of the business of such Covered
     Person.

     13.4.  Insurance.  Each  Covered  Person shall at all times keep insured or
     cause to be kept  insured,  in  insurance  companies  having a rating of at
     least "A" by Best's Rating Service, all property owned by it of a character
     usually  insured by others  carrying on businesses  similar to that of such
     Covered Person in such manner and to such extent and covering such risks as
     such properties are usually insured. Each Covered Person shall at all times
     carry insurance,  in 


                                       36
<PAGE>

     insurance  companies  having a  rating  of at least  "A" by  Best's  Rating
     Service,  against  liability  on account  of damage to persons or  property
     (including  product  liability  insurance and insurance  required under all
     applicable  workers'  compensation laws) and covering all other liabilities
     common to such Covered Person's business, in such manner and to such extent
     as such coverage is usually carried by others conducting businesses similar
     to that of such  Covered  Person.  All  policies  of  insurance  maintained
     hereunder  shall contain a clause  providing  that such policies may not be
     canceled,  reduced in coverage or otherwise  modified without 30 days prior
     written  notice to  Administrative  Agent.  Borrower  shall upon request of
     Administrative  Agent at any time furnish to  Administrative  Agent updated
     evidence  of   insurance   (in  the  form   required  as  a  condition   to
     Administrative Agent's lending hereunder) for such insurance.

     13.5.  Payment  of Taxes and Other  Obligations.  Each Covered Person shall
     promptly pay and discharge or cause to be paid and discharged,  as and when
     due, any and all income taxes, federal or otherwise,  lawfully assessed and
     imposed  upon  it,  and  any and  all  lawful  taxes,  rates,  levies,  and
     assessments  whatsoever upon its properties and every part thereof, or upon
     the income or profits  therefrom and all claims of materialmen,  mechanics,
     carriers,  warehousemen,  landlords  and  other  like  Persons  for  labor,
     materials,  supplies,  storage or other items or  services  which if unpaid
     might be or become a Security  Interest or charge upon any of its property;
     provided,  however,  that a Covered Person may  diligently  contest in good
     faith by  appropriate  proceedings  the validity of any such taxes,  rates,
     levies,  or assessments,  provided such Covered Person or Domestic Borrower
     has established  adequate  reserves therefor in conformity with GAAP on its
     books, and no Security Interest,  other than a Permitted Security Interest,
     results from such non-payment.

     13.6.  Compliance  With Laws.  Each  Covered  Person  shall comply with all
     Material Laws. Without limiting the generality of the foregoing:

            13.6.1.  Environmental Laws.  Each  Covered Person  shall comply and
            shall use commercially  reasonable efforts  to ensure compliance  by
            all  tenants,  subtenants  and  other  occupants,  if any,  with all
            Environmental  Laws,   the  non-compliance  with  which  has  or  is
            reasonably likely to have a Material Adverse Effect.

            13.6.2.  Pension Benefit Plans.  Each Covered  Person and each ERISA
            Affiliate  of such  Covered Person shall at all  times  make  prompt
            payments  or  contributions  to  meet the minimum funding  standards
            under ERISA  and the Code  with respect  to any Pension Benefit Plan
            maintained by such Covered Person or such ERISA Affiliate, and shall
            comply  in  all material  respects with all reporting and disclosure
            requirements and all  provisions  of the Code  and ERISA  applicable
            to any Pension Benefit Plan  maintained  by  such Covered Person  or
            such ERISA Affiliate.

     13.7.  Discovery  and  Clean-Up  of  Hazardous  Material.  Upon any Covered
     Person  receiving  notice of any  violation  of  Environmental  Laws or any
     similar  notice  described in Section  13.9.4,  or upon any Covered  Person
     otherwise discovering Hazardous Material on any property owned or leased by
     such  Covered  Person  which is in  violation  of, or which would result in
     liability under, any  Environmental  Law, Borrower shall: (i) promptly take
     such acts as may be necessary to prevent  danger or harm to the property or
     any person  therein  as a result of such  Hazardous  


                                       37
<PAGE>

     Material;  (ii) at the request of  Administrative  Agent, and at Borrower's
     sole cost and expense, obtain and deliver to Administrative Agent promptly,
     but in no event  later than 90 days after such  request,  a then  currently
     dated environmental  assessment of the property certified to Administrative
     Agent and any future  holder of the Loan  Obligations,  a proposed plan for
     responding to any environmental problems described in such assessment,  and
     an estimate of the costs  thereof;  and (iii) take all  necessary  steps to
     initiate  and  expeditiously  complete  all  removal,  remedial,  response,
     corrective and other action to eliminate any such  environmental  problems,
     and keep  Administrative  Agent  informed  of such  actions and the results
     thereof.

     13.8.  Termination  of Pension  Benefit  Plan.  No Covered  Person or ERISA
     Affiliate  of such  Covered  Person  shall  terminate  or amend any Pension
     Benefit Plan  maintained by such Covered Person or such ERISA  Affiliate if
     such termination or amendment would result in any liability to such Covered
     Person or such  ERISA  Affiliate  under  ERISA or any  increase  in current
     liability  for the plan year for which  such  Covered  Person or such ERISA
     Affiliate  is required to provide  security to such  Pension  Benefit  Plan
     under the Code which, in either case, has or is reasonably likely to have a
     Material Adverse Effect.

     13.9.  Notice to Administrative  Agent of Material Events.  Borrower shall,
     promptly upon any Responsible  Officer of Borrower  obtaining  knowledge or
     notice thereof,  give notice to  Administrative  Agent of (i) any breach of
     any of the covenants in Section 13, 14, or 15; (ii) any Default or Event of
     Default;  (iii) the commencement of any Material  Proceeding;  and (iv) any
     loss of or damage to any assets of a Covered Person or the  commencement of
     any proceeding for the condemnation or other taking of any of the assets of
     a Covered  Person if such loss,  damage or proceeding  has or is reasonably
     likely to have a Material Adverse Effect. In addition,

            13.9.1.  Domestic  Borrower  shall  furnish to Administrative  Agent
            from  time  to  time  all  information  which  Administrative  Agent
            reasonably  requests  with  respect  to  the  status of any Material
            Proceeding.

            13.9.2.  Domestic  Borrower  shall  furnish  to Administrative Agent
            from  time  to  time  all  information  which  Administrative  Agent
            reasonably  requests  with  respect  to  any  Pension  Benefit  Plan
            established by a Covered Person or an ERISA Affiliate of any Covered
            Person.

            13.9.3.  Domestic  Borrower shall deliver  notice to  Administrative
            Agent of the  establishment of any Pension Benefit Plan by a Covered
            Person or an ERISA Affiliate of such Covered Person.

            13.9.4.  Domestic  Borrower  shall  promptly  inform  Administrative
            Agent of its receipt of, and deliver to Administrative  Agent a copy
            of, any (i) notice that any  violation of any Environmental  Law may
            have been  committed  or  is  about  to  be committed by any Covered
            Person, (ii) notice that any administrative or judicial complaint or
            order  has been  filed or is about  to be filed  against any Covered
            Person  alleging  violations  of any Environmental Law or Employment
            Law  or  requiring  such  Covered  Person  to  take  any  action  in
            connection with  the  release  of any  Hazardous  Material  into the
            environment,  (iii) notice from a Governmental  Authority or private
            party alleging  that  a Covered 


                                       38
<PAGE>

            Person may be liable  or responsible  for  costs  associated  with a
            response to or cleanup of a release of Hazardous Material  into  the
            environment  or  any  damages caused  thereby,  (iv) notice  that  a
            Covered Person is subject  to federal, state  or local investigation
            regarding the improper transportation, storage, disposal, generation
            or release  into the environment  of any Hazardous Material,  or (v)
            notice that any properties or assets of a Covered Person are subject
            to a Security Interest  in favor of any Governmental  Authority  for
            any liability under any Environmental Law or damages arising from or
            costs  incurred  by  such  Governmental Authority  in response  to a
            release of Hazardous Material into the environment.

            13.9.5.  Domestic  Borrower  shall deliver to  Administrative  Agent
            notice of the  following events promptly  after they occur:  (i) the
            failure  of any  Covered  Person or ERISA Affiliate  of such Covered
            Person  to  make  any  required  installment  or  any other required
            payment to any Pension Benefit Plan in sufficient  amount  to comply
            with ERISA and the Code on or before the due date  for such install-
            ment or payment;  (ii) the occurrence of any Reportable  Event, or a
            PROHIBITED  TRANSACTION  or ACCUMULATED FUNDING DEFICIENCY (as those
            terms are defined in ERISA),  with respect  to  any  Pension Benefit
            Plan  maintained  or contributed  to by a Covered Person or an ERISA
            Affiliate of such Covered Person;  (iii) receipt by a Covered Person
            or ERISA Affiliate  of such  Covered  Person  of any  notice  from a
            Multi-employer   Plan   regarding   the   imposition  of  withdrawal
            liability; and (iv) receipt by a Covered Person  or ERISA  Affiliate
            of  such  Covered  Person of  any notice  of the  institution of any
            proceeding or receipt by such Covered Person or such ERISA Affiliate
            of any notice of the taking, of any other action which may result in
            the   termination   of   any  Pension  Benefit  Plan  maintained  or
            contributed  to by such Covered Person  or such ERISA Affiliate,  or
            the  withdrawal or partial withdrawal  by a Covered  Person or ERISA
            Affiliate of such Covered  Person from any Pension Benefit Plan, and
            the filing or receipt by a Covered Person or ERISA Affiliate of such
            Covered  Person  of any such  notice  and  filing  or receipt of all
            subsequent reports or notices under ERISA with or from the IRS,  the
            PBGC,  or the DOL relating  to the same;  and,  in addition  to such
            notice,   deliver   to  Administrative  Agent  a  certificate  of  a
            Responsible Officer  of Domestic Borrower,  setting forth details as
            to such events  and the action  that the affected  Covered Person or
            ERISA Affiliate of such Covered Person proposes to take with respect
            thereto.

            13.9.6.  Domestic  Borrower shall promptly deliver to Administrative
            Agent notice  of any default or event of default,  or the occurrence
            of any event which would with the passage of time,  giving of notice
            or otherwise,  constitute a default or event of default with respect
            to any Material Obligation.

            13.9.7.  Domestic   Borrower  shall   promptly   deliver  notice  to
            Administrative Agent of the assertion  by the holder of any  capital
            stock  or  any  other  equity interest  in a  Covered Person  or any
            Indebtedness of a Covered Person in the outstanding principal amount
            in excess of $5,000,000  that  a default exists with respect thereto
            or that  such  Covered  Person  is not in compliance  with the terms
            thereof,  or of the threat  or commencement  by such  holder  of any
            enforcement   action   because   of   such   asserted   default   or
            noncompliance.


                                       39
<PAGE>

            13.9.8.  Domestic   Borrower  shall   promptly   deliver  notice  to
            Administrative  Agent  of  any  change   in  the   name,   state  of
            incorporation, or form of organization of any Covered Person.

            13.9.9.  Domestic  Borrower  shall,  promptly  after  becoming aware
            thereof, deliver notice to  Administrative  Agent of any  pending or
            threatened strike,  work stoppage,  unfair labor practice  claim  or
            other  labor  dispute  affecting   a Covered  Person which has or is
            reasonably likely to have a Material Adverse Effect.

            13.9.10. Domestic  Borrower  shall,  promptly  after  becoming aware
            thereof,  deliver notice  to Administrative Agent  of any event that
            has or is reasonably likely to have a Material Adverse Effect.

            13.9.11. Domestic  Borrower  shall,  promptly  after  becoming aware
            thereof,  deliver  notice  to  Administrative Agent  of  an  actual,
            alleged,  or  potential  violation  of any  Material Law  applicable
            to a Covered Person or the property of a Covered Person.

     13.10. Borrowing  Officer.  Borrower shall keep on file with Administrative
     Agent at all times an appropriate instrument naming each Borrowing Officer.

     13.11. Maintenance of Security Interests of Security Documents.

            13.11.1. Preservation and Perfection of Security Interests. Borrower
            shall promptly,  upon the reasonable request of Administrative Agent
            and  at Borrower's expense,  execute,  acknowledge  and deliver,  or
            cause the  execution, acknowledgment and delivery of, and thereafter
            file or record in the appropriate governmental office,  any document
            or instrument supplementing  or confirming the Security Documents or
            otherwise  deemed  necessary  by  Administrative  Agent  to  create,
            preserve or perfect any Security Interest purported to be created by
            the Security Documents  or  to  fully  consummate  the  transactions
            contemplated by the Loan Documents.

            13.11.2. Compliance  With Terms of Security Documents.  Each Covered
            Person shall comply with all of the terms,  conditions and covenants
            in the Security Documents to which such Covered Person is a party.

     13.12. Accounting  System.  Each Covered  Person shall maintain a system of
     accounting  from which  financial  statements can be prepared in accordance
     with GAAP.  Without limiting the generality of the foregoing,  each Covered
     Person shall maintain detailed and accurate records of
     all  transfers  of any  proceeds  of the Loans from  Borrower  to a Covered
     Person or any other Affiliate.

     13.13. Financial   Statements.   Domestic   Borrower   shall   deliver   to
     Administrative Agent (with copies for its delivery to each Lender):

            13.13.1. Annual Financial Statements.  Within  120  days  after  the
            close   of  each  fiscal  year   of  Domestic  Borrower,    year-end
            consolidated  and  consolidating   (on  a  group  


                                       40
<PAGE>

            basis)  financial  statements   of   Domestic   Borrower   and   its
            Subsidiaries,  containing a balance sheet,  income statement, state-
            ment  of cash flows  and an audit report without qualification by an
            independent certified public accounting firm  selected  by  Domestic
            Borrower and satisfactory to Administrative Agent,  and  accompanied
            by (i) a Compliance  Certificate of the Chief  Financial  Officer of
            Domestic Borrower, (ii) a  certificate  of the independent certified
            public accounting firm  that  examined  such financial statements to
            the effect that they have reviewed and are familiar with this Agree-
            ment and that, in examining such financial statements,  they did not
            become aware  of any fact  or  condition  which then  constituted  a
            Default or  Event of Default,  except for those,  if any,  described
            in  reasonable  detail  in  such  certificate,  (iii) the management
            letter and report on internal controls delivered by such independent
            certified public accounting firm in connection with their audit, and
            (iv) if requested by  Administrative Agent,  any summary prepared by
            such independent certified public accounting firm of the adjustments
            proposed by the members of its audit team.

            13.13.2. Quarterly Financial Statements.  Within 45 days  after  the
            end  of  each  fiscal  quarter   of  Domestic  Borrower,   unaudited
            consolidated  and  consolidating   (on  a  group  basis)   financial
            statements  of  Domestic  Borrower  and  its  Subsidiaries  for  the
            quarters not covered by the latest  year-end  financial  statements,
            in each  case  containing  a balance  sheet,  income statement,  and
            statement  of cash flows and accompanied by a Compliance Certificate
            of the Chief Financial Officer of Domestic Borrower.

     Each Compliance  Certificate  shall be in the form of Exhibit 13.13,  shall
     contain detailed calculations of the financial  measurements referred to in
     Section 15 for the relevant  periods,  and shall contain  statements by the
     signing  officer to the effect  that,  except as  explained  in  reasonable
     detail  in  such  Compliance   Certificate,   (i)  the  attached  Financial
     Statements are complete and correct in all material respects  (subject,  in
     the case of  Financial  Statements  other than annual,  to normal  year-end
     audit  adjustments)  and have been prepared in accordance with GAAP applied
     consistently  throughout the periods covered thereby and with prior periods
     (except  as  disclosed  therein),  (ii)  all  of  the  Representations  and
     Warranties are true and correct as of the date such  certification is given
     as if made on such date,  and (iii)  there is no Existing  Default.  If any
     Compliance  Certificate  discloses that a representation or warranty is not
     true and correct,  or that there is an Existing  Default,  such  Compliance
     Certificate  shall state what action Borrower has taken or proposes to take
     with respect thereto.

     13.14. Other  Financial  Information.  Domestic Borrower shall also deliver
     the following to Administrative Agent:

            13.14.1. Stockholder and SEC  Reports.  Promptly upon the request of
            Administrative Agent,  copies of any (i) proxy statements, financial
            statements  and reports  which any Covered Person makes available to
            its  stockholders,  and  (ii) reports, registration  statements  and
            prospectuses  with any securities  exchange  or the  Securities  and
            Exchange Commission  or any Governmental Authority succeeding to any
            of its functions.

            13.14.2. Pension  Benefit Plan Reports. Promptly upon the request of
            Administrative  Agent  at  any  time or from time to time, a copy of
            each  annual  report or 


                                       41
<PAGE>

            other  filing or notice  filed with  respect to each Pension Benefit
            Plan of a Covered Person or an ERISA Affiliate of a Covered Person.

            13.14.3. Tax  Returns.  Promptly upon the request of  Administrative
            Agent  at  any  time  or  from time to time, a copy of each federal,
            state, or local tax return or report  filed by Borrower or any other
            Covered Person.

     13.15. Other  Information.   Upon  the  request  of  Administrative  Agent,
     Borrower  shall  promptly  deliver  to  Administrative   Agent  such  other
     information about the business, operations,  revenues, financial condition,
     property,  or business prospects of Borrower and every other Covered Person
     as Administrative Agent may, from time to time, reasonably request.

     13.16. Audits  by  Administrative  Agent.  Administrative  Agent or Persons
     authorized  by and acting on behalf of  Administrative  Agent or any Lender
     may at any time during  normal  business  hours audit the books and records
     and inspect any of the  property of each  Covered  Person from time to time
     upon reasonable  notice to such Covered  Person,  and in the course thereof
     may make  copies or  abstracts  of such books and  records  and discuss the
     affairs,  finances  and books and records of such  Covered  Person with its
     accountants,  officers and employees.  Each Covered Person shall  cooperate
     with  Administrative  Agent and such  Persons in the conduct of such audits
     and shall  deliver to  Administrative  Agent any  instrument  necessary for
     Administrative  Agent to obtain records from any service bureau maintaining
     records for such Covered Person.

     13.17. Access  to Officers and Auditors.  Each Covered  Person shall permit
     any Lender and Persons  authorized by  Administrative  Agent to discuss the
     business, operations,  revenues, financial condition, property, or business
     prospects of such Covered Person with its officers, employees,  accountants
     and independent  auditors as often as  Administrative  Agent may reasonably
     request in its  discretion,  and such  Covered  Person  shall  direct  such
     officers, employees, accountants and independent auditors to cooperate with
     Administrative  Agent and make full disclosure to  Administrative  Agent of
     those  matters  that they may deem  relevant to the  continuing  ability of
     Borrower timely to pay and perform the Loan Obligations.

     13.18. Confidentiality. Administrative Agent and each Lender agrees that it
     will not disclose to third  Persons any  information  that it obtains about
     any Covered  Person or its  operations or finances  that are  designated by
     Borrower in writing as confidential or that Borrower has advised Lenders in
     writing  constitutes  non-public  information.   Administrative  Agent  and
     Lenders may, however,  disclose such information to any of their respective
     officers,  attorneys,  auditors,  accountants,  bank examiners,  agents and
     representatives  (including,  in the  case  of  Administrative  Agent,  its
     Subsidiaries   and  their   respective   officers,   attorneys,   auditors,
     accountants,  bank examiners, agents and representatives),  who have a need
     to  know  such   information   in  connection   with  the   administration,
     interpretation  or  enforcement  of the Loan  Documents  or the lending and
     collection activity contemplated therein or the syndication of the Loans or
     to the extent  required by Law or a Governmental  Authority.  Lenders shall
     advise such Persons that such information is to be treated as confidential.
     A Lender may also disclose such  information in any documents that it files
     in any legal proceeding to pursue, enforce or preserve its rights under the
     Loan Documents to the extent that such Lender's  counsel advises in writing
     that such  disclosure  is  reasonably  necessary.  Lenders'  non-disclosure
     obligation shall not apply to any information that


                                       42
<PAGE>

     (i) is  disclosed  to a Lender by a third  Person  not  affiliated  with or
     employed  by   Borrower   who  does  not  have  a   commensurate   duty  of
     non-disclosure,  or (ii) becomes  publicly  known other than as a result of
     disclosure by a Lender.

     13.19. Proformas  for  Permitted  Acquisitions.  Borrower  shall,  prior to
     making any  Permitted  Acquisition,  prepare and furnish to  Administrative
     Agent   proforma   financial   statements   for  the   Surviving   Company,
     demonstrating  to  the  satisfaction  of  Administrative   Agent  that  the
     Surviving  Company  will be  Solvent  upon  consummation  of the  Permitted
     Acquisition and upon the passage of time  thereafter,  and that none of the
     covenants in Section 15 will be violated as a consequence of such Permitted
     Acquisition  or with the  passage of a  reasonable  time  thereafter.  Such
     proforma  financial   statements  shall  contain  balance  sheets,   income
     statements,   statements   of  cash  flows  and  such  other   reports  and
     disclosures, and shall cover such forecast periods, as Administrative Agent
     may in its reasonable  discretion  require.  Borrower shall also provide to
     Administrative  Agent  copies  of  the  audited  financial  statements  (if
     available,  or  unaudited  financial  statements  if no  audited  financial
     statements  exist) for the Target  Company for the three  fiscal years most
     recently  ended and for each of the completed  fiscal  quarters in the then
     current fiscal year.

     13.20. Further Assurances.  Borrower shall execute and deliver, or cause to
     be executed and  delivered,  to  Administrative  Agent such  documents  and
     agreements,  and  shall  take  or  cause  to  be  taken  such  actions,  as
     Administrative  Agent may from time to time reasonably request to carry out
     the terms and conditions of this Agreement and the other Loan Documents.

14.  Negative  Covenants.  Borrower  covenants and agrees that, while any of the
Commitments  remains in effect and until all of the Loan  Obligations  are fully
and  indefeasibly  paid, no Letters of Credit are  outstanding and the Letter of
Credit  Exposure  is  irreversibly   zero,   Borrower  shall  not,  directly  or
indirectly,  do any of the following,  or permit any Covered Person to do any of
the following, without the prior written consent of Required Lenders:

     14.1.  Investments.  Make any  Investments  in any other Person  except the
     following:

            14.1.1.  Investments   in   (i)   interest-bearing   United   States
            government obligations;  (ii)  certificates of deposit issued by any
            Lender;  (iii) certificates of deposit issued  by  and time deposits
            with  any  Qualified  Financial  Institution;  (iv) prime commercial
            paper rated A1 or better by Standard and Poor's Corporation or Prime
            P1  or  better  by  Moody's  Investor Service, Inc.;  (v) agreements
            involving  the  sale  to  Borrower  of  United   States   government
            securities  and  their  guarantied  repurchase the next Business Day
            by a Qualified Financial Institution; (vi) United Kingdom government
            securities denominated  in Pounds Sterling  and  with  less than two
            years to run to maturity; (vii) Pounds Sterling denominated deposits
            held  in England  with  a  bank  which  is an authorized institution
            under  the  Banking Act 1987 and which has a short term  senior debt
            rating of A1 or better by  Standard & Poor's  Corporation  of P1  or
            better  by  Moody's  Investors  Service,  Inc.;   (viii)  agreements
            involving  the  sale to the  Borrower  of  United Kingdom government
            securities  and  their  guaranteed  repurchase the next Business Day
            by a bank which is an  authorized institution under the  Banking Act
            1987 and which has a short term  senior debt rating of A1  or better
            by  Standard  &  Poor's  Corporation  or  P1  or  better  by Moody's
            Investors Service, Inc.; (ix) Federal Republic of Germany government
            securities  


                                       43
<PAGE>

            denominated  in  Deutsche Marks and with less than two  years to run
            to maturity; (x) Deutsche Marks denominated deposits held in Germany
            with   a   bank  which  is   an  authorised  institution  under  the
            Kreditwesengesetz  and which has a short term senior debt  rating of
            A1 or better by  Standard & Poor's Corporation  or  P1  or better by
            Moody's  Investors Service,  Inc.; or (xi) agreements involving  the
            sale  to  the  borrower  of Federal Republic  of Germany  government
            securities  and  their guaranteed repurchase the  next  business day
            by   a   bank   which   is   an  authorised  institution  under  the
            Kreditwesengesetz and which has a short term senior debt  rating  of
            A1 or  better by  Standard & Poor's  Corporation  of P1 or better by
            Moody's Investors Services, Inc.

            14.1.2.  Accounts  arising in the ordinary  course of  business  and
            payable in accordance with Borrower's customary trade terms.

            14.1.3.  Any Investments that are Permitted Acquisitions.

            14.1.4.  Investments existing on the Effective Date and disclosed in
            section 11.14 of the Disclosure Schedule.

            14.1.5.  Notes taken by Borrower  from purchasers in connection with
            any Management Incentive Stock Issue.

            14.1.6.  Indebtedness  of any  Covered  Person or any of its  wholly
            owned subsidiaries to any other Covered Person.

            14.1.7.  Any  other Investment in any Person if, after giving effect
            thereto,  the aggregate Investments in all such Persons that are not
            Significant Subsidiaries is less than $30,000,000.

     14.2.  Indebtedness.   Create,   incur,  assume,  or  allow  to  exist  any
     Indebtedness of any kind or description, except the following:

            14.2.1.  Indebtedness  to trade  creditors  incurred in the ordinary
            course of  business,  to the extent  that it is not overdue past the
            original due date by more than 90 days.

            14.2.2.  The Loan Obligations.

            14.2.3.  Indebtedness secured by Permitted Security Interests.

            14.2.4.  Any  other  Indebtedness  of a Covered Person to the extent
            such other Indebtedness  of all  Covered  Persons  does not exceed a
            Dollar Equivalent Amount (as of the date  incurred) of $5,000,000 to
            any one Person or $10,000,000 in the aggregate.

            14.2.5.  Indebtedness secured by outstanding Letters of Credit.


                                       44
<PAGE>

     14.3.  Indirect  Obligations.  Create,  incur, assume or allow to exist any
     Indirect  Obligations  except  (i)  Indirect  Obligations  existing  on the
     Effective  Date and disclosed on section 11.16 of the  Disclosure  Schedule
     and (ii) a  guaranty  by any  Covered  Person of an  Obligation  of another
     Covered  Person or of a wholly owned  subsidiary of such Covered  Person to
     the extent the Obligations  guarantied are not prohibited hereby, and (iii)
     the Guaranties.

     14.4.  Security Interests.  Create,  incur,  assume  or  allow to exist any
     Security  Interest upon all or any part of its property,  real or personal,
     now owned or hereafter acquired, except the following:

            14.4.1.  Security Interests for taxes,  assessments  or governmental
            charges not delinquent  or being diligently contested  in good faith
            and by appropriate proceedings and for which  adequate book reserves
            in accordance with GAAP are maintained.

            14.4.2.  Security  Interests  arising out of deposits in  connection
            with  workers' compensation insurance,  unemployment insurance,  old
            age  pensions,  or  other  social  security  or  retirement benefits
            legislation.

            14.4.3.  Deposits  or pledges  to secure  bids,  tenders,  contracts
            (other than contracts for the payment of money),  leases,  statutory
            obligations,  surety and appeal bonds, and other obligations of like
            nature arising in the ordinary course of business.

            14.4.4.  Security  Interests imposed by any Law, such as mechanics',
            workmen's,  materialmen's,  landlords',  carriers',  or  other  like
            Security Interests arising in the ordinary  course of business which
            secure  payment  of  obligations which are not past due or which are
            being diligently contested in good faith by appropriate  proceedings
            and  for  which  adequate  reserves  in  accordance  with  GAAP  are
            maintained on such Covered Person's books.

            14.4.5.  Purchase  money Security  Interests securing payment of the
            purchase price  of capital assets acquired  by Covered Persons after
            the Effective Date  in  an amount not  to  exceed  $3,000,000 in the
            aggregate  for  all  Covered  Persons  during  any  fiscal  year  of
            Borrower  and  $10,000,000  for  all  Covered Persons in the overall
            aggregate.

            14.4.6.  Security Interests of customers of Covered Persons in items
            of Inventory for the  manufacture  of which such customers have paid
            deposits  to  such  Covered  Persons,  to  the extent  such Security
            Interests secure the repayment of such deposits.

            14.4.7.  Security  Interests  securing the Loan Obligations in favor
            of Administrative Agent for the benefit of Lenders.

            14.4.8.  Security  Interests existing on the Effective Date that are
            disclosed  in section 11.21  of  the  Disclosure  Schedule  and  are
            satisfactory to Lenders.

 
                                       45
<PAGE>

            14.4.9.  Security  Interests  that  secure  Obligations  of  Covered
            Persons which, when added to Security Interests permitted in Section
            14.4.5, do not exceed $20,000,000 for all Covered Persons.

     14.5.  Acquisitions. Acquire stock or any other equity interest in a Person
     sufficient for such Person to become a Subsidiary or Affiliate of a Covered
     Person,  or  acquire  all or  substantially  all of the assets of a Person,
     except  (i)  Investments   permitted  under  Section  14.1.7,   (ii)  asset
     acquisitions  in the  ordinary  course of business  that are not  otherwise
     prohibited herein and, (iii) if there is no Existing Default and no Default
     or Event of Default will occur as a result thereof, any such acquisition of
     equity  interests  or assets  with  respect  to which all of the  following
     requirements have been met (a "Permitted Acquisition"):

            14.5.1.  Aggregate Dollar Limitation. Such acquisition may not cause
            the  aggregate   consideration   paid  by  all Covered  Persons  for
            acquisitions   (other  than  the  acquisition  by  German  Borrower,
            Assembly  Technology & Test, Inc.  and  Assembly  Technology & Test,
            Limited of the assets of the Lucas  Assembly  and Test  Business and
            certain  assets  related  thereto  of Lucas Industries plc and Lucas
            Automation & Control Engineering, Inc. and their Affiliates)  during
            such fiscal year to exceed $75,000,000.

            14.5.2.  Individual  Acquisition  Dollar  Limitation.  Such  Covered
            Person must obtain the prior written consent of Required  Lenders in
            the event that the  total  consideration paid by such Covered Person
            in any particular acquisition (other than the  acquisition by German
            Borrower, Assembly Technology & Test, Inc. and Assembly Technology &
            Test, Limited of the assets of the Lucas Assembly and Test  Business
            and certain assets related thereto of Lucas Industries plc and Lucas
            Automation & Control Engineering,  Inc. and their  Affiliates)  will
            exceed $35,000,000.

            14.5.3.  Surviving   Company  Becomes  a  Guarantor.  The  Surviving
            Company,  if it is not a Borrower or Guarantor  under this Agreement
            as of the time of the consummation  of the acquisition but will be a
            Significant  Subsidiary  immediately after such consummation,  shall
            become,  contemporaneously  with the consummation of the acquisition
            either  (i) a  Guarantor  by execution  of a separate guaranty  or a
            joinder  satisfactory  to Administrative Agent  to  the  appropriate
            Guaranty  or   (ii)  if  Required  Lenders  consent,   a  "Borrower"
            hereunder by  execution  of an amendment  hereto and  execution  and
            delivery of appropriate  notes  and other documents and instruments,
            each of which is satisfactory to Required Lenders.

            14.5.4.  Satisfactory  Due Diligence Completed.  If prior consent of
            Required  Lenders is  required  under  Section 14.5.2,  Borrower and
            Lenders shall have conducted appropriate,  independent due diligence
            investigations,   including, without limitation,  investigations  of
            fraudulent conveyance risks,  contingent liabilities and contractual
            obligations  and the  results  thereof shall have been  provided  to
            Lenders and shall be  satisfactory  to  Lenders;  and all financial,
            accounting  and tax aspects of the acquisition shall be satisfactory
            to Lenders.


                                       46
<PAGE>

            14.5.5.  Proforma Financial Statements. Domestic Borrower shall have
            delivered to Administrative  Agent the proforma financial statements
            for Domestic  Borrower and its Subsidiaries (including the Surviving
            Company)  together with a certificate of the Chief Financial Officer
            of Domestic Borrower that the projections therein of their quarterly
            financial condition, results of operations, and cash flows represent
            Domestic  Borrower's   best   estimate  of  their  future  financial
            performance for the periods set forth therein, that such projections
            have been prepared on the basis of the  assumptions described in the
            proforma financial statements, and that such Chief Financial Officer
            believes  such  assumptions  are  fair  and  reasonable  in light of
            current and reasonably foreseeable business conditions.

     14.6.  Disposal of Property. Sell, transfer,  exchange, lease, or otherwise
     dispose  of any  of its  assets,  including  any  shares  of  stock  of any
     Subsidiaries  of Domestic  Borrower or any  Foreign  Borrower  that are not
     pledged to  Administrative  Agent for the  benefit of  Lenders,  except for
     sales in the ordinary  course of business and sales and other  dispositions
     of other assets (excluding stock of any Subsidiaries) whose book value does
     not exceed $5,000,000 in the aggregate.

     14.7.  Transactions  With  Affiliates.  Enter  into  or be a  party  to any
     transaction  or  arrangement,  including the purchase,  sale or exchange of
     property of any kind or the rendering of any service,  with any  Affiliate,
     or make any loans or  advances  to any  Affiliate.  If there is no Existing
     Default,  however,  each Covered Person may engage in the such transactions
     in  the  ordinary  course  of  business  and  pursuant  to  the  reasonable
     requirements of its business and on fair and reasonable terms substantially
     as  favorable  to it  as  those  which  it  could  obtain  in a  comparable
     arm's-length transaction with a non-Affiliate.

     14.8.  Conflicting  Agreements.  Enter into any agreement,  that would,  if
     fully  complied with by it, result in a Default or Event of Default  either
     immediately or upon the elapsing of time.

     14.9.  Fiscal Year. Change its fiscal year.

     14.10. Transactions  Having  a  Material  Adverse  Effect.  Enter  into any
     transaction  which has or is reasonably  likely to have a Material  Adverse
     Effect.

15.  Financial Covenants.

     15.1.  Special  Definitions.  As  used  in this  Section  15 and  elsewhere
     herein, the following capitalized terms have the following meanings:

     "Adjusted  EBITDA"  means,  for any  period of  calculation,  EBITDA  minus
     Capital  Expenditures   (exclusive  of  expenditures  for  Investments  and
     expenditures permitted under Section 14.5) both as accrued in such period.

     "EBITDA" means,  for any period of calculation,  an amount equal to the sum
     of (i) Net Income, (ii) federal,  state and local income tax expense, (iii)
     Interest Expense  (including the interest  component of payments on Capital
     Leases) in such period,  (iv)  depreciation  and  amortization  expense and
     other  non-cash  charges  that reduced net income  during such period,  (v)
     losses  on


                                       47
<PAGE>

     the sale or other  disposition of assets other than in the ordinary  course
     of  business  if  included  in the  calculation  of net  income,  and  (vi)
     extraordinary  losses if included in the  calculation of net income,  minus
     (a)  gains on the sale or other  disposition  of assets  other  than in the
     ordinary   course  of  business   if  included  in  net  income,   and  (b)
     extraordinary  gains if  included  in net  income,  all as  accrued in such
     period.

     "Fixed  Charges"  means,  for any  period  of  calculation,  the sum of (i)
     Interest  Expense  accrued in such period,  (ii)  federal,  state and local
     income tax  expense in such  period,  and (iii)  dividends  payable in such
     period.

     "Funded Debt" means,  at any date,  the sum of (i) the principal  amount of
     all  Indebtedness   for  borrowed  money  of  Domestic   Borrower  and  its
     Subsidiaries on a consolidated basis, and (ii) the unamortized  capitalized
     amount of all  Capital  Leases of  Borrowers  and their  Subsidiaries  on a
     consolidated basis, all as of such date.

     "Interest  Expense"  means,  for any period of  calculation,  all  interest
     whether paid in cash or accrued as a liability, but without duplication, on
     Indebtedness of Domestic Borrower and its consolidated Subsidiaries and all
     interest,  whether  paid in cash or accrued  as a  liability,  but  without
     duplication, by Domestic Borrower with respect to the Convertible Preferred
     Securities during such period.

     "Net  Income"  means,  for any  period  of  calculation,  "net  income"  as
     determined in accordance with GAAP.

     "Net Worth" means,  at any date:  (a) the book value (net of  depreciation,
     obsolescence,  amortization, valuation and other proper reserves determined
     in accordance  with GAAP) at which assets would be shown on a  consolidated
     balance sheet at such date prepared in accordance  with GAAP;  less (b) the
     amount at which all liabilities (not to include the obligations of Domestic
     Borrower with respect to the issuance by DT Capital  Trust (a  wholly-owned
     Subsidiary  of  Domestic   Borrower)  of  term  income   deferrable  equity
     securities  on or about  June  12,  1997),  would be shown on such  balance
     sheet,  including as liabilities all reserves for  contingencies  and other
     potential  liabilities  which  would  be  shown  on such  balance  sheet or
     disclosed in the notes thereto.

     For the  purposes  of Section  15,  "Indebtedness"  shall not  include  the
     Obligations of Domestic Borrower arising in connection with the Convertible
     Preferred Securities.

     15.2.  Minimum  Net Worth.  Domestic  Borrower's Net Worth as of the end of
     each fiscal quarter of Domestic  Borrower shall at no time be less than 90%
     of Domestic  Borrower's  Net Worth as of the Effective Date plus (i) 50% of
     Domestic  Borrower's  cumulative  Net Income (but not any net loss) for the
     period  commencing  with the  Effective  Date  and  extending  through  and
     including  the end of the  applicable  fiscal  quarter  and (ii) 75% of the
     amount of the cumulative net proceeds received by Domestic Borrower for the
     period  commencing  with the  Effective  Date  and  extending  through  and
     including  the end of the  applicable  fiscal  quarter from the issuance of
     equity  securities of any Covered Person (other than in connection with any
     employee benefit plan or employee compensation arrangement).


                                       48
<PAGE>

     15.3.  Maximum   Funded  Debt  to  EBITDA  Ratio.  The  ratio  of  Domestic
     Borrower's  Funded  Debt as of the end of any fiscal  quarter  of  Domestic
     Borrower  to Domestic  Borrower's  EBITDA for the four  consecutive  fiscal
     quarters then ended shall not exceed the applicable  ratio in the following
     table:

            -----------------------------------       -----------------------
            During the period                         The applicable ratio is
            -----------------------------------       -----------------------
            Effective Date to July 1, 2000            3.0 to 1.0
            -----------------------------------       -----------------------
            From July 1, 2000 to July 1, 2001         2.75 to 1.0
            -----------------------------------       -----------------------
            After June 30, 2001                       2.5 to 1.0
            -----------------------------------       -----------------------

     15.4.  Minimum  Fixed  Charge  Coverage.  The ratio of Domestic  Borrower's
     Adjusted EBITDA to Domestic Borrower's Fixed Charges, calculated at the end
     of each fiscal quarter of Domestic Borrower for the four consecutive fiscal
     quarters  then ended,  shall not be less than the  applicable  ratio in the
     following table:

            -----------------------------------       -----------------------
            During the period                         The applicable ratio is
            -----------------------------------       -----------------------
            From Effective Date to July 1, 2000       1.50 to 1.0
            -----------------------------------       -----------------------
            From July 1, 2000 to July 1, 2001         1.75 to 1.0
            -----------------------------------       -----------------------
            After June 30, 2001                       2.00 to 1.0
            -----------------------------------       -----------------------

     15.5.  Minimum  EBITDA to  Interest  Expense  Ratio.  The ratio of Domestic
     Borrower's EBITDA to Domestic  Borrower's  Interest Expense,  calculated at
     the  end  of  each  fiscal  quarter  of  Domestic  Borrower  for  the  four
     consecutive  fiscal  quarters  then  ended,  shall  not be  less  than  the
     applicable ratio in the following table:

            -----------------------------------       -----------------------
            During the period                         The applicable ratio is
            -----------------------------------       -----------------------
            From Effective Date to July 1, 2000       4.0 to 1.0
            -----------------------------------       -----------------------
            From June 30, 2000 to July 1, 2001        5.0 to 1.0
            -----------------------------------       -----------------------
            After June 30, 2001                       6.0 to 1.0
            -----------------------------------       -----------------------

16.  Default.

     16.1.  Events of Default. Any one or more of the following shall constitute
     an event of default (an "Event of Default") under this Agreement:

            16.1.1.  Failure  to Pay Principal or Interest.  Failure of Borrower
            to pay any  principal  of the Loans or interest accrued thereon when
            due.


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<PAGE>

            16.1.2.  Failure  to Pay Other  Amounts Owed to Lenders.  Failure of
            Borrower to pay any of the Loan Obligations (other than principal of
            the Loans  or interest accrued thereon)  within 5 days  after notice
            from Administrative Agent that the same is due.

            16.1.3.  Failure  to Pay Amounts Owed to Other  Persons.  Failure of
            any Covered Person to make any payment  due on Indebtedness  of such
            Covered   Person  to Persons  (other  than  Lenders  under  the Loan
            Documents)  which  continues  unwaived  beyond  any applicable grace
            period specified in the documents evidencing such  Indebtedness  and
            which  causes  the  aggregate  amount  of  all  such failures of all
            Covered Persons  to exceed $5,000,000;  provided,  however,  that no
            Event of Default  will  occur  if such  default  or breach  is being
            diligently contested in good faith by  appropriate  proceedings  and
            Borrower has  established  adequate reserves with respect thereto in
            conformity with GAAP.

            16.1.4.  Representations  or Warranties.  Any of the Representations
            and  Warranties  is discovered  to have been  false in any  material
            respect when made.

            16.1.5.  Certain  Covenants. Failure of any Covered Person to comply
            with  the covenants  in Sections 13.1,  13.8,  13.9,  13.13,  13.16,
            13.17, 13.19, 14 or 15.

            16.1.6.  Other  Covenants.  Failure of any Covered  Person to comply
            with of any of the terms or provisions  of any of the Loan Documents
            applicable to it (other than a failure which constitutes an Event of
            Default  under any of Sections  16.1.1 through 16.1.5)  which is not
            remedied or waived in writing by Administrative Agent within 30 days
            notice thereof from the Administrative Agent to such Covered Person.

            16.1.7.  Acceleration  of Other Indebtedness.  Any Obligation (other
            than a Loan Obligation)  of a Covered  Person  for the repayment  of
            borrowed  money  becomes  or is  declared  to be due  and payable or
            required  to  be  prepaid  (other  than  by  an originally scheduled
            prepayment)  prior to the original maturity thereof as a consequence
            of a default  with respect thereto  by any  Covered Person  and such
            declaration  or  requirement   causes  the  aggregate amount  of the
            Obligations of all Covered Persons which have been so accelerated to
            exceed $5,000,000;  provided however,  that no Event of Default will
            occur  if such default  or breach  is being diligently  contested in
            good  faith  by  appropriate  proceedings  and Domestic Borrower has
            established  adequate  reserves  with respect thereto  in conformity
            with GAAP.

            16.1.8.  Bankruptcy;  Insolvency; Etc. A Covered Person (i) fails to
            pay,  or admits in writing its inability to pay, its debts generally
            as  they  become  due,   or  otherwise  becomes  insolvent  (however
            evidenced); (ii) makes an assignment for the benefit of
            creditors;  (iii) files a  petition  in bankruptcy,  is  adjudicated
            insolvent or bankrupt,  petitions or applies to any tribunal for any
            receiver  or  any  trustee of such Covered Person or any substantial
            part  of  its  property;  (iv)  commences  any  proceeding  relating
            to  such  Covered  Person  under  any  reorganization,  arrangement,
            readjustment  of  debt,   dissolution  or  liquidation  Law  of  any
            jurisdiction, whether now or hereafter in effect;  (v) has commenced
            against  it  any  such  proceeding  which  remains undismissed for a
            period of 90 


                                       50
<PAGE>

            days,  or  by  any  act  indicates its consent to,  approval of,  or
            acquiescence  in  any  such  proceeding  or  the  appointment of any
            receiver of or any trustee  for it or of any substantial part of its
            property, or allows any such receivership or trusteeship to continue
            undischarged  for a period  of 90 days;  or (vi) takes any action to
            authorize any of the foregoing.

            16.1.9.  Judgments;  Attachment;  Settlement;  Etc.  Any one or more
            judgments  or orders  is  entered  against  a  Covered Person or any
            attachment  or other levy is made  against the property of a Covered
            Person  with  respect  to  a  claim  or  claims,  which  causes  the
            aggregate amount of such judgments,  orders,  attachments and levies
            against  all  Covered  Persons   (not  paid   or  fully  covered  by
            insurance,  less the amount  of reasonable  deductibles in effect on
            the Effective  Date) to exceed $5,000,000,  becomes  final  and non-
            appealable  or if timely appealed is not fully bonded and collection
            thereof stayed pending the appeal; or any Covered Person enters into
            an  agreement  to  settle  any claim or controversy which causes the
            aggregate amount of the monetary Obligations of all Covered  Persons
            under such  agreements  (at current value based  on a capitalization
            rate of 9%) to exceed $5,000,000.

            16.1.10. Pension Benefit Plan Termination,  Etc. Any Pension Benefit
            Plan  termination by the PBGC or the appointment  by the appropriate
            United States District Court of a trustee to administer  any Pension
            Benefit Plan or to liquidate any Pension Benefit  Plan; or any event
            which  constitutes grounds either for the termination of any Pension
            Benefit  Plan  by PBGC  or  for the appointment  by  the appropriate
            United States District Court of a trustee to administer or liquidate
            any Pension Benefit Plan  shall have occurred  and be continuing for
            30 days  after  Borrower  has  notice  of any  such  event;  or  any
            voluntary  termination  of  any  Pension  Benefit  Plan  which  is a
            DEFINED  BENEFIT PENSION  PLAN as defined in Section  3(35) of ERISA
            while such defined benefit  pension plan has an ACCUMULATED  FUNDING
            DEFICIENCY,  unless  Administrative  Agent has been notified of such
            intent to  voluntarily terminate such plan and Required Lenders have
            given their consent and agreed that such event  shall not constitute
            a Default;  or  the plan administrator  of  any Pension Benefit Plan
            applies under Section 412(d) of the Code for a waiver of the minimum
            funding standards of Section 412(1) of the Code and Required Lenders
            determine  that  the  substantial  business  hardship upon which the
            application  for  such  waiver  is  based would cause the  aggregate
            liability to which all Covered  Persons or ERISA  Affiliates  of all
            Covered  Persons  could be subject to exceed $5,000,000.

            16.1.11. Liquidation  or  Dissolution.  A  Covered  Person  files  a
            certificate  of  dissolution  under  applicable  state  Law   or  is
            dissolved  administratively  and  such  dissolution is not rescinded
            within 90 days, liquidated,  or voluntarily  dissolved,  or suspends
            or  terminates  the  operation  of  its  business,  or has commenced
            against  it  any  action  or  proceeding  for  its  liquidation   or
            dissolution  or the winding up  of its business  which is not stayed
            or dismissed  within  60 days  of such  commencement,  or takes  any
            corporate action  in furtherance thereof,  except in connection with
            the consolidation  of  such  a  Covered  Person  and its assets with
            another Covered Person and its assets.


                                       51
<PAGE>

            16.1.12. Seizure  of  Assets.  Property  of any  Covered  Person  is
            nationalized, expropriated, seized  or  otherwise  appropriated,  or
            custody or control of such property of any Covered Person is assumed
            by any Governmental Authority or any court of competent jurisdiction
            at the instance of any  Governmental Authority,  and the same has or
            could  reasonably  be expected  to have a  Material  Adverse  Effect
            (determined   only  with  regard  to a Foreign   Borrower   and  its
            Subsidiaries  or  only with regard  to  Domestic  Borrower  and  its
            Subsidiaries  domiciled  in  the  United States), unless the same is
            being  contested  in  good  faith  by  proper proceedings diligently
            pursued and a stay of enforcement is in effect.

            16.1.13. Racketeering Proceeding. There is filed against any Covered
            Person any criminal action,  suit or proceeding under any federal or
            state  racketeering statute  (including,   without limitation,   the
            Racketeer Influenced  and Corrupt Organization  Act of 1970),  which
            action,  suit  or  proceeding  is  not dismissed within 120 days and
            could result in the confiscation  or forfeiture of any material part
            of the assets of a Covered Person.

            16.1.14. Loan  Documents;  Security Interests.  For any reason other
            than  the  failure  of  Administrative  Agent  to  take  any  action
            available  to it to  maintain  perfection  of the Security Interests
            created in favor of  Administrative Agent for the benefit of Lenders
            pursuant  to the Loan Documents,  any Loan Document ceases  to be in
            full force and effect  or any Security  Interest with respect to any
            portion of the collateral  intended to be secured  thereby ceases to
            be,  or is not,  valid,  perfected  and prior  to all other Security
            Interests  (other  than  the  Permitted  Security  Interests) or  is
            terminated, revoked or declared void or invalid.

            16.1.15. Rate  Hedging  Agreements.  Borrower  or any other  Covered
            Person  breaches  any  of  the terms  or conditions of any agreement
            under  which any Rate Hedging Obligation  is created and such breach
            continues beyond any applicable grace period, or any action is taken
            by Borrower or any other Covered Person to discontinue  (except with
            the consent  of the  Administrative  Agent and any Lender which is a
            counterparty)  or assert the invalidity or  unenforceability  of any
            such  agreement or Rate Hedging Obligation.

            16.1.16. Guaranty;  Guarantor.  Any  Guaranty  ceases  to be in full
            force and effect  or any action is taken by any Guarantor,  Borrower
            or any of its  Affiliates to discontinue or assert the invalidity or
            unenforceability  of any Guaranty  or any Guarantor fails  to comply
            with  any  of  the  terms  or  provisions  of  any  Guaranty, or any
            representation  or warranty  of Guarantor therein  is discovered  to
            have been false when made,  or any  Guarantor denies that it has any
            further  liability under any Guaranty  or gives notice  to Lender to
            such effect, or any  Guarantor fails to perform any covenant of such
            Guarantor in any Guaranty.

     16.2   Rights and Remedies.

            16.2.1. Termination  of  Commitments.   Upon  an  Event  of  Default
            described  in  Section  16.1.8,  the  Commitments  shall  be  deemed
            canceled.  Upon  any  other  Event  of  


                                       52
<PAGE>

            Default,  and  at  any  time  thereafter,  Lenders  whose  shares of
            Lenders' Exposure aggregate at least  2/3  of  the  entire  Lenders'
            Exposure  may  cancel the Commitments.  Such  cancellation  may  be,
            in either case,  without  presentment, demand or notice of any kind,
            which Borrower expressly waives.

            16.2.2. Acceleration.  Upon an Event of Default described in Section
            16.1.8,  all of the outstanding Loan Obligations shall automatically
            become immediately due and payable. Upon any other Event of Default,
            and  at  any  time  thereafter,  Lenders  whose  shares  of Lenders'
            Exposure aggregate at least 2/3  of the entire Lenders' Exposure may
            declare all of the outstanding Loan Obligations  immediately due and
            payable.   Such  acceleration  may  be,   in  either case,   without
            presentment,  demand or notice of any kind, which Borrower expressly
            waives.

            16.2.3. Right  of  Set-off.  Upon  the  occurrence  of any  Event of
            Default  and  at  any  time  and from time to time thereafter,  each
            Lender is hereby authorized,  without  notice to Borrower  (any such
            notice being  expressly waived by  Borrower),  to the fullest extent
            permitted  by law, to set off and apply against the Loan Obligations
            any  and  all  deposits   (general  or  special,   time  or  demand,
            provisional or final) at any time  held,  or any  other Indebtedness
            at any time owing by such  Lender (or its  Affiliate)  to or for the
            credit  or the account of Borrower,  irrespective  of whether or not
            such Lender shall have made any demand  under this Agreement  or the
            Notes  or any Guaranty  and although  such Loan  Obligations  may be
            unmatured.  The rights  of each Lender  under  this  Section  are in
            addition   to  other  rights   and  remedies   (including,   without
            limitation, other rights of set-off) which such Lender may otherwise
            have.

            16.2.4. Secured   Party  Rights.  Upon  an  Event  of  Default   and
            acceleration of the Loan Obligations as provided  herein, and at any
            time and from time to time thereafter:

                    16.2.4.1.  Administrative  Agent may  exercise any or all of
                    its rights under the Security  Documents as a secured  party
                    under the UCC and any other applicable Law; and

                    16.2.4.2.  Administrative   Agent  may  sell  or   otherwise
                    dispose of any or all of the Collateral at public or private
                    sale  in  a  commercially   reasonable  manner,  which  sale
                    Administrative  Agent  may  postpone  from  time  to time by
                    announcement  at the time and  place of sale  stated  in the
                    notice  of sale or by  announcement  at any  adjourned  sale
                    without being  required to give a new notice of sale, all as
                    Administrative Agent deems advisable,  for cash or credit. A
                    Lender  may  become  the  purchaser  at  any  such  sale  if
                    permissible  under  applicable  Law, and such Lender may, in
                    lieu of actual  payment of the purchase  price,  set-off the
                    amount  thereof  against  Borrower's  obligations  owing  to
                    Lender,   and  Borrower  agrees  that  such  Lender  has  no
                    obligation to preserve  rights to  Collateral  against prior
                    parties or to marshal any  Collateral for the benefit of any
                    Person.


                                       53
<PAGE>

            16.2.5. Miscellaneous.  Upon the  occurrence  of an Event of Default
            and  at any time thereafter,  Lenders may exercise  any other rights
            and  remedies  available  to Lenders  under  the  Loan  Documents or
            otherwise available to Lenders at law or in equity.

     16.3.  Application   of  Funds.   Any  funds   received   by   Lenders   or
     Administrative  Agent for the benefit of Lenders  with  respect to any Loan
     Obligation after its Maturity,  including proceeds of Collateral,  shall be
     applied as follows:  (i) first, to reimburse  Administrative  Agent for all
     unreimbursed  costs and expenses paid or incurred by  Administrative  Agent
     that are payable or reimbursable  by Borrower  hereunder;  (ii) second,  to
     reimburse  Lenders  prorata for any amounts  due to Lenders  under  Section
     18.6; (iii) third, to reimburse to Lenders prorata all  unreimbursed  costs
     and  expenses  paid or incurred by Lenders  (including  costs and  expenses
     incurred by  Administrative  Agent as a Lender that are not reimbursable as
     provided in the  preceding  clauses)  that are payable or  reimbursable  by
     Borrower hereunder;  (iv) fourth, to the payment of accrued and unpaid fees
     due hereunder and all other amounts due hereunder (other than the Loans and
     interest accrued  thereon);  (v) fifth, to the payment of the Loans of each
     of the  Lenders and  interest  accrued  thereon  (which  payments  shall be
     prorata to each of the Lenders in  accordance  with the amount of the Loans
     outstanding) and to the payment (pari passu with the foregoing) of any Rate
     Hedging  Obligations;  and (vi) sixth,  to Letter of Credit  Issuer as cash
     collateral  to the extent of the Letter of Credit  Exposure.  Any remaining
     amounts shall be paid to Borrower or such other Persons as shall be legally
     entitled thereto.

     16.4.  Limitation  of Liability;  Waiver.  Administrative Agent and Lenders
     shall not be liable to Borrower as a result of any commercially  reasonable
     possession,  repossession,  collection or sale by  Administrative  Agent of
     Collateral;  and Borrower  hereby waives all rights of redemption  from any
     such sale and the benefit of all valuation,  appraisal and exemption  Laws.
     If  Administrative  Agent seeks to take possession of any of the Collateral
     by replevin or other court process,  Borrower hereby irrevocably waives (i)
     the posting of any bonds,  surety and security relating thereto required by
     any statute,  court rule or  otherwise  as an incident to such  possession,
     (ii) any demand for possession of the Collateral  prior to the commencement
     of any suit or action to recover possession thereof,  (iii) any requirement
     that  Administrative  Agent  retain  possession  and  not  dispose  of  any
     Collateral  until  after  trial or final  judgment,  and (iv) to the extent
     permitted by applicable  Law, all rights to notice and hearing prior to the
     exercise  by  Administrative  Agent  of  Administrative  Agent's  right  to
     repossess the Collateral without judicial process or to replevy,  attach or
     levy upon the Collateral  without notice or hearing.  Administrative  Agent
     shall  have no  obligation  to  preserve  rights  to the  Collateral  or to
     marshall any Collateral for the benefit of any Person.

     16.5.  Notice.  Any  notice  of  intended  action  required  to be given by
     Administrative  Agent  (including  notice  of a public or  private  sale of
     Collateral), if given as provided in Section 19.1 at least 10 days prior to
     such proposed action, shall be effective and constitute reasonable and fair
     notice to Borrower.

17.  Administrative Agent and Lenders.

     17.1.  Appointment, Powers, and Immunities. NationsBank is hereby appointed
     Administrative  Agent hereunder and under each of the other Loan Documents.
     Each Lender 


                                       54
<PAGE>

     hereby irrevocably  appoints and authorizes the Administrative Agent to act
     as its agent under this  Agreement and the other Loan  Documents  with such
     powers and discretion as are specifically  delegated to the  Administrative
     Agent by the terms of this Agreement and the other Loan Documents, together
     with  such  other  powers  as  are  reasonably   incidental  thereto.   The
     Administrative  Agent  (which term as used in this  sentence and in Section
     19.5 and the first  sentence  of Section  19.6  hereof  shall  include  its
     affiliates and its own and its affiliates' officers, directors,  employees,
     and agents): (a) shall not have any duties or responsibilities except those
     expressly  set  forth in this  Agreement  and  shall  not be a  trustee  or
     fiduciary for any Lender;  (b) shall not be  responsible to the Lenders for
     any recital,  statement,  representation,  or warranty  (whether written or
     oral) made in or in connection with any Loan Document or any certificate or
     other  document  referred to or provided for in, or received by any of them
     under,  any  Loan  Document,  or for the  value,  validity,  effectiveness,
     genuineness,  enforceability,  or sufficiency of any Loan Document,  or any
     other  document  referred to or provided  for therein or for any failure by
     any Covered  Person or any other  Person to perform any of its  obligations
     thereunder; (c) shall not be responsible for or have any duty to ascertain,
     inquire into, or verify the  performance  or observance of any covenants or
     agreements by any Covered Person or the satisfaction of any condition or to
     inspect  the  property  (including  the books and  records)  of any Covered
     Person or any of its Subsidiaries or Affiliates;  (d) shall not be required
     to initiate or conduct any litigation or collection  proceedings  under any
     Loan  Document;  and (e) shall not be  responsible  for any action taken or
     omitted to be taken by it under or in  connection  with any Loan  Document,
     except for its own gross negligence or willful misconduct.

     17.2.  Reliance by Administrative  Agent. The Administrative Agent shall be
     entitled to rely upon any certification,  notice,  instrument,  writing, or
     other  communication  (including,   without  limitation,   any  thereof  by
     telephone or telecopy) believed by it to be genuine and correct and to have
     been signed,  sent or made by or on behalf of the proper Person or Persons,
     and upon advice and statements of legal counsel  (including counsel for any
     Covered Person), independent accountants, and other experts selected by the
     Administrative Agent. The Administrative Agent may deem and treat the payee
     of any Note as the holder thereof for all purposes  hereof unless and until
     the Administrative  Agent receives and accepts an Assignment and Acceptance
     executed in accordance with Section 18.4.1.3 hereof.  As to any matters not
     expressly provided for by this Agreement,  the  Administrative  Agent shall
     not be required to exercise any discretion or take any action, but shall be
     required to act or to refrain from acting (and shall be fully  protected in
     so acting or refraining from acting) upon the  instructions of the Required
     Lenders,  and such  instructions  shall be binding  on all of the  Lenders;
     provided,  however,  that the Administrative Agent shall not be required to
     take any action that exposes the Administrative Agent to personal liability
     or that is contrary to any Loan  Document  or  applicable  Law or unless 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 any such action.

     17.3.  Employment  of  Administrative  Agents and  Counsel.  Administrative
     Agent may  execute  any of its duties  hereunder  by or through  employees,
     agents, and attorneys-in-fact and shall not be liable to any Lender (except
     with  respect  to money or  securities  received  by it or such  agents  or
     attorneys-in-fact)  for the  default or  misconduct  of any such  agents or
     attorneys-in-fact selected by it with reasonable care. Administrative Agent
     shall be entitled to advice of counsel concerning all matters pertaining to
     the agency hereby created and its duties  


                                       55
<PAGE>

     hereunder  and shall not be liable to any  Lender  for acting or failing to
     act based as advised by such  counsel,  except  where  doing so violates an
     express obligation of Administrative Agent under the Loan Documents.

     17.4.  Defaults.  The  Administrative  Agent  shall  not be  deemed to have
     knowledge  or notice of the  occurrence  of a Default  or Event of  Default
     unless the  Administrative  Agent has received written notice from a Lender
     or the  Borrower  specifying  such  Default or Event of Default and stating
     that  such  notice  is a  "Notice  of  Default".  In  the  event  that  the
     Administrative  Agent receives such a notice of the occurrence of a Default
     or Event of Default,  the Administrative Agent shall give notice thereof to
     the  Lenders.  The  Administrative  Agent shall  (subject  to Section  19.2
     hereof)  take such action with  respect to such Default or Event of Default
     as shall  reasonably be directed by the Required  Lenders,  provided  that,
     unless  and  until  the  Administrative  Agent  shall  have  received  such
     directions,  the  Administrative  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 interest
     of the Lenders.

     17.5.  Rights as Lender.  With respect to its Commitment and the Loans made
     by it,  NationsBank (and any successor acting as  Administrative  Agent) in
     its  capacity as a Lender  hereunder  shall have the same rights and powers
     hereunder  as any other  Lender and may exercise the same as though it were
     not acting as the Administrative  Agent, and the term "Lender" or "Lenders"
     shall, unless the context otherwise  indicates,  include the Administrative
     Agent in its individual capacity.  NationsBank (and any successor acting as
     Administrative  Agent) and its  affiliates  may (without  having to account
     therefor  to  any  Lender)  accept  deposits  from,  lend  money  to,  make
     investments  in, provide  services to, and generally  engage in any kind of
     lending,  trust,  or other  business with any Covered Person or any of such
     Covered  Person's  Subsidiaries  or  Affiliates as if it were not acting as
     Administrative   Agent,  and  NationsBank  (and  any  successor  acting  as
     Administrative  Agent)  and  its  Affiliates  may  accept  fees  and  other
     consideration  from  any  Covered  Person  or any of  its  Subsidiaries  or
     Affiliates  for  services in  connection  with this  Agreement or otherwise
     without having to account for the same to Lenders.

     17.6.  Indemnification.  The Lenders  agree to reimburse  and indemnify the
     Administrative  Agent (to the  extent not  reimbursed  under  Section  18.5
     hereof,  but without  limiting the  obligations  of the Borrower under such
     Section) ratably in accordance with their respective  Commitments,  for any
     and all liabilities,  obligations,  losses,  damages,  penalties,  actions,
     judgments,   suits,  costs,   expenses  (including   attorneys'  fees),  or
     disbursements  of any kind and nature  whatsoever  that may be imposed  on,
     incurred by or asserted against the Administrative  Agent (including by any
     Lender) in any way  relating to or arising out of any Loan  Document or the
     transactions  contemplated  thereby or any  action  taken or omitted by the
     Administrative Agent under any Loan Document; provided that no Lender shall
     be liable for any of the  foregoing to the extent they arise from the gross
     negligence or willful  misconduct of the Person to be indemnified.  Without
     limitation  of  the   foregoing,   each  Lender  agrees  to  reimburse  the
     Administrative  Agent  promptly  upon demand for its  ratable  share of any
     costs or expenses payable by the Borrower under Section 18.5, to the extent
     that the Administrative Agent is not promptly reimbursed for such costs and
     expenses by the Borrower.  The  agreements  contained in this Section shall
     survive the  termination of the  Commitments and the payment in full of the
     Loans,  whether or not  indefeasible,  and all other amounts  payable under
     this Agreement.


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<PAGE>

     17.7.  Notification  of Lenders.  Each Lender  agrees to use its good faith
     efforts,  upon becoming aware of anything which has or is reasonably likely
     to have a Material Adverse Effect, to promptly notify  Administrative Agent
     thereof.  Administrative Agent shall promptly deliver to each Lender copies
     of every written notice,  demand,  report (including any financial report),
     or other  writing  which  Administrative  Agent gives to or  receives  from
     Borrower and which itself (a)  constitutes,  or which contains  information
     about,  something  that  has or is  reasonably  likely  to have a  Material
     Adverse Effect, or (b) is otherwise  delivered to  Administrative  Agent by
     Borrower pursuant to the Loan Documents and is deemed material  information
     by Administrative  Agent in its sole discretion.  Administrative  Agent and
     its directors,  officers,  agents, and employees shall have no liability to
     any Lender for failure to deliver  any such item to such Lender  unless the
     failure constitutes gross negligence or willful misconduct.

     17.8.  Non-Reliance  on Administrative Agent and Other Lenders. Each Lender
     agrees   that  it  has,   independently   and   without   reliance  on  the
     Administrative  Agent or any other Lender,  and based on such documents and
     information as it has deemed  appropriate,  made its own credit analysis of
     the Covered Persons and their  Subsidiaries and decision to enter into this
     Agreement  and that it will,  independently  and without  reliance upon the
     Administrative  Agent or any other Lender,  and based on such documents and
     information as it shall deem appropriate at the time,  continue to make its
     own  analysis and  decisions in taking or not taking  action under the Loan
     Documents. Except for notices, reports, and other documents and information
     expressly  required to be  furnished  to the Lenders by the  Administrative
     Agent  hereunder,  the  Administrative  Agent  shall  not  have any duty or
     responsibility  to provide any Lender with any credit or other  information
     concerning  the affairs,  financial  condition,  or business of any Covered
     Person  or any of its  Subsidiaries  or  Affiliates  that may come into the
     possession of the Administrative Agent or any of its affiliates.

     17.9.  Resignation.  The  Administrative  Agent  may  resign at any time by
     giving  notice  thereof  to  Lenders  and  Domestic   Borrower,   but  such
     resignation  will not be effective until a successor has been appointed and
     has accepted  such  appointment.  Upon any such  resignation,  the Required
     Lenders  shall have the right to  appoint,  with the  consent  of  Borrower
     (which  will  not  be  unreasonably   withheld  or  delayed),  a  successor
     Administrative Agent. If no successor  Administrative Agent shall have been
     so  appointed  by  the  Required  Lenders  and  shall  have  accepted  such
     appointment within 60 days after the retiring Administrative Agent's giving
     of notice of resignation,  then the retiring  Administrative  Agent may, on
     behalf of the Lenders, appoint a successor Administrative Agent which shall
     be a  commercial  bank  organized  under the laws of the  United  States of
     America having combined capital and surplus of at least $100,000,000.  Upon
     the acceptance of any  appointment as  Administrative  Agent hereunder by a
     successor, such successor shall thereupon succeed to and become vested with
     all the rights, powers, discretion,  privileges, and duties of the retiring
     Administrative  Agent,  and the  retiring  Administrative  Agent  shall  be
     discharged  from its duties and obligations  hereunder.  After any retiring
     Administrative  Agent's resignation  hereunder as Administrative Agent, the
     provisions  of Section  17.6 shall  continue  in effect for its  benefit in
     respect  of any  actions  taken or  omitted  to be taken by it while it was
     acting as Administrative Agent.

     17.10. Collections  and Distributions to Lenders by  Administrative  Agent.
     Except as otherwise  provided in this Agreement,  all payments of interest,
     fees,  principal and other amounts 


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     received  by  Administrative  Agent for the  account  of  Lenders  shall be
     distributed  by  Administrative  Agent to Lenders in accordance  with their
     prorata  shares of the  outstanding  Loan  Obligations  at the time of such
     distribution (or entirely to  Administrative  Agent in the case of payments
     of interest,  fees or principal  with respect to the  Swingline  Loan or to
     Administrative Agent for the account of Letter of Credit Issuer in the case
     of  reimbursable  fees and interest  with  respect to Swingline  Letters of
     Credit) on the same Business Day when received, unless received after 12:00
     n. (Central  Time) in which case they shall be so  distributed  by 12:00 n.
     (Central Time) on the next Business Day. All amounts received by any Lender
     on account of the Loan  Obligations,  including  amounts received by way of
     setoff,   shall  be  paid  over  promptly  to   Administrative   Agent  for
     distribution   to  Lenders  as  provided   above  in  this  Section.   Such
     distributions  shall be made according to instructions that each Lender may
     give to Administrative Agent from time to time.

18.  General.

     18.1.  Lenders'  Right to Cure.  Lenders  may from  time to time,  in their
     absolute discretion,  for Borrower's account and at Borrower's expense, pay
     (or, with the consent of Required Lenders, make a Revolving Loan Advance to
     pay) any amount or do any act  required of  Borrower  or any other  Covered
     Person hereunder or requested by  Administrative  Agent or Required Lenders
     to  preserve,  protect,  maintain  or  enforce  the Loan  Obligations,  the
     Collateral or  Administrative  Agent's Security  Interests  therein for the
     benefit of Lenders,  and which Borrower or such Covered Person fails to pay
     or do within a  reasonable  period (not  exceeding  90 days) after  written
     notice by any Lender or  Administrative  Agent.  All payments  that Lenders
     make pursuant to this Section and all out-of-pocket costs and expenses that
     Lenders pay or incur in connection  with any action taken by them hereunder
     shall be a part of the Loan  Obligations,  the  repayment of which shall be
     secured  by the  Collateral.  Any  payment  made or other  action  taken by
     Lenders pursuant to this Section shall be without prejudice to any right to
     assert an Event of Default  hereunder and to pursue  Lenders'  other rights
     and remedies with respect thereto.

     18.2.  Rights Not Exclusive.  Every right granted to  Administrative  Agent
     and Lenders  hereunder or under any other Loan Document or allowed to it at
     law or in equity shall be deemed  cumulative and may be exercised from time
     to time.

     18.3.  Survival of Agreements. All covenants and agreements made herein and
     in the other Loan  Documents  shall  survive the  execution and delivery of
     this Agreement,  the Notes and other Loan Documents and the making of every
     Advance. All agreements, obligations and liabilities of Borrower under this
     Agreement  concerning  the  payment  of money to  Administrative  Agent and
     Lenders, including Borrower's obligations under Sections 18.5 and 18.6, but
     excluding the obligation to repay the Loans and interest  accrued  thereon,
     shall  survive  the  repayment  in full of the Loans and  interest  accrued
     thereon, whether or not indefeasible,  the return of the Notes to Borrower,
     the  termination  of the  Commitments  and the expiration of all Letters of
     Credit.

     18.4.  Assignments and Participations.

            18.4.1. Permitted  Assignments.  At any time  after  the  Effective
            Date, any Lender may assign to one or more Eligible Assignees all or
            a  portion  of  its  rights  and  


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<PAGE>

            obligations under this Agreement (including all or a portion of  the
            Notes payable to it, its Commitments  and its Loans),  provided that
            the terms of assignment satisfy the following requirements:

                    18.4.1.1.  Administrative  Agent  shall  have  accepted  the
                    assignment   and  (if  no  unwaived  Event  of  Default  has
                    occurred)  Borrower shall have consented to the  assignment,
                    which  acceptance  and  consent  shall  not be  unreasonably
                    withheld.

                    18.4.1.2.  Each such assignment shall be of a constant,  and
                    not a varying,  percentage of all of the assigning  Lender's
                    rights and obligations under this Agreement.

                    18.4.1.3.  For  each  assignment  involving the issuance and
                    transfer of Notes,  the  assigning  Lender shall  execute an
                    Assignment  and  Acceptance in the form  attached  hereto as
                    Exhibit  18.4.1  together  with  any  Note  subject  to such
                    assignment and pay Administrative  Agent a processing fee of
                    $3,500.

                    18.4.1.4.  The  minimum  Commitment  which shall be assigned
                    (which shall include the applicable portion of the assigning
                    Lender's  Revolving  Loan  Commitment  and  Letter of Credit
                    Commitment  (and in the case of  Administrative  Agent,  the
                    Swingline  Commitment)) is $10,000,000 (or $5,000,000 in the
                    case of an assignment  from one existing  Lender to another)
                    or such lesser amount which constitutes such Lender's entire
                    Commitment;  provided,  however,  that no such minimum shall
                    apply between a Lender and its Affiliates.

                    18.4.1.5.  The  assignee shall have an office located in the
                    United States and is otherwise an Eligible Assignee.

            Upon  execution,  delivery,  and acceptance  of such Assignment  and
            Acceptance, the assignee  thereunder shall be a party hereto and, to
            the  extent of such assignment,  have the obligations,  rights,  and
            benefits  of a Lender  hereunder  and the assigning Lender shall, to
            the extent of such assignment, relinquish its rights and be released
            from its  obligations  under this Agreement.  Upon the  consummation
            of  any  assignment   pursuant   to  this  Section,   the  assignor,
            the Administrative Agent  and the Borrower  shall  make  appropriate
            arrangements so that,  if required,  new Notes  are  issued  to  the
            assignor and the assignee. If the assignee is not incorporated under
            the laws  of the United States of America  or  a state  thereof,  it
            shall  deliver   to  the  Borrower   and  the  Administrative  Agent
            certification  as to  the exemption from deduction or withholding of
            Taxes in accordance  with  Section  4.14.4.  The assignee shall also
            deliver   to   the  Borrower  and   the  Administrative  Agent   the
            certifications required pursuant  to  Section  4.14.9 or 4.14.10, as
            applicable.

            18.4.2.  Register; Consequences and Effect of Assignments.  From and
            after the effective date specified in any Assignment and Acceptance,
            the  assignee  shall  be  deemed  and  treated  as  a  party to this
            Agreement and,  to the extent that rights  and obligations hereunder
            and  under  the  Notes  held by the assignor  have been  assigned or


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<PAGE>

            negotiated   to  the  assignee  pursuant   to  such  Assignment  and
            Acceptance, to have the rights and obligations of a Lender hereunder
            as fully  as if such assignee had been named  as  a Lender  in  this
            Agreement  and  of a holder of such Notes,  and the assignor  shall,
            to the extent that rights and obligations  hereunder  or under  such
            Notes  have been  assigned  or negotiated  by  it  pursuant  to such
            Assignment and  Acceptance, relinquish  its rights  and be  released
            from its future obligations under this Agreement.

            18.4.3.  Agreement  of  Assignee  and  Assignor.  By  executing  and
            delivering an Assignment and Acceptance, the assignor thereunder and
            the  assignee  confirm  to and  agree  with each other and the other
            parties hereto  substantially  as  follows:  (i) the assignment made
            under such Assignment  and Acceptance  is made under such Assignment
            and  Acceptance  without  recourse;  (ii)  such  assignor  makes  no
            representation  or  warranty  and  assumes  no  responsibility  with
            respect  to  the  financial  condition  of any Covered Person or the
            performance  or observance  by any Covered Person of any of its Loan
            Obligations;  (iii) such  assignee  confirms  that it has received a
            copy  of  this  Agreement,  together  with  copies  of the Financial
            Statements  and such  other Loan  ocuments  and other documents  and
            information  as it has  deemed  appropriate  to make  its own credit
            analysis and decision to enter into such  Assignment and Acceptance;
            (iv) such  assignee will,  independently  and without reliance  upon
            Administrative Agent,  such assignor, or any other Lender, and based
            on such documents  and  information  as it deems  appropriate at the
            time, continue  to make its own  credit  decisions  in taking or not
            taking action  under this Agreement;  (v) such assignee appoints and
            authorizes Administrative Agent  to take such action as agent on its
            behalf  and  to exercise such powers  under  this Agreement  and the
            other Loan Documents as are  delegated  to  Administrative  Agent by
            the terms  hereof  and thereof,  together  with  such  powers as are
            reasonably incidental thereto; and (vi) such assignee agrees that it
            will  perform  in accordance with their terms all of the obligations
            which by the terms of this Agreement are required to be performed by
            it as a Lender and a holder of a Note.

            18.4.4.  Register  of Assignments.  The  Administrative  Agent shall
            maintain  at  its  address  referred   to  herein  a  copy  of  each
            Assignment  and  Acceptance  delivered  to  and accepted by it and a
            register for the recordation  of the  names  and  addresses  of  the
            Lenders and the Commitment of, and  principal  amount of Loans owing
            to, each Lender from time to time  (the "Register").  The entries in
            the Register  shall be conclusive  and  binding  for  all  purposes,
            absent manifest error,  and  the Borrower,  the Administrative Agent
            and the Lenders may treat each Person  whose name is recorded in the
            Register as a Lender  hereunder for all purposes  of this Agreement.
            The Register  shall be available  for  inspection by the Borrower or
            any  Lender  at  any  reasonable  time  and  from  time to time upon
            reasonable  prior notice.  Upon its receipt  of  an  Assignment  and
            Acceptance  executed by the parties  thereto, together with any Note
            subject to such  assignment  and payment of the processing fee,  the
            Administrative Agent shall,  if  such Assignment and Acceptance  has
            been  completed  and is in  substantially the form of Exhibit 18.4.1
            hereto,  (i) accept such Assignment and Acceptance,  (ii) record the
            information contained therein in the Register and  (iii) give prompt
            notice thereof to the parties thereto.


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<PAGE>

            18.4.5.  Notice to Borrower  of  Assignment.  Upon its receipt of an
            Assignment  and  Acceptance  executed  by  an  assigning Lender,  if
            Administrative  Agent proposes to accept the assignment contemplated
            thereby,  Administrative  Agent shall give prompt  notice thereof to
            Borrower  requesting  the consent of Borrower  to  such  assignment,
            which  shall  not  be  unreasonably  withheld  or delayed,  it being
            understood  that  Borrower  may  withhold consent if such assignment
            would subject Borrower to the payment of additional amounts pursuant
            to Section 4.12 or 4.14.  Upon such consent,  Borrower shall execute
            and  deliver  replacement  Notes  to  the  assignor  and assignee as
            requested  by Administrative Agent  and necessary  to give effect to
            the assignment.  If Borrower fails or refuses to execute and deliver
            such   replacement   Notes   after   having   given   such  consent,
            Administrative   Agent   may,  as  agent  and  attorney-in-fact  for
            Borrower,  execute and deliver  such replacement  Notes on behalf of
            Borrower.  Borrower  hereby  appoints  Administrative  Agent  as its
            agent  and attorney-in-fact  for such purpose and acknowledges  that
            such power is coupled with an interest  and  therefore  irrevocable.
            Administrative  Agent shall not have  any liability  to  Borrower or
            anyone  else,  including any Lender,  as a consequence of exercising
            such power in any instance.

            18.4.6.  Assignment  to Federal  Reserve Bank.  Notwithstanding  any
            other provision in this Agreement, any Lender may at any time assign
            and pledge all  or  any portion  of its Loans  and  its Note  to any
            Federal Reserve Bank as collateral  security  pursuant to Regulation
            A and any Operating Circular  issued  by such  Federal Reserve Bank.
            No such assignment  shall  release  the  assigning  Lender  from its
            obligations hereunder.

            18.4.7.  Information. Any Lender or Administrative Agent may furnish
            any information concerning the Borrower, any other Covered Person or
            any of  their Subsidiaries  in  the possession  of  such  Lender  or
            Administrative  Agent,  as the case  may  be,  from time  to time to
            assignees  and  participants   (including prospective assignees  and
            participants)  provided that any such assignee or  participant shall
            first have agreed to be bound by  confidentiality  and nondisclosure
            covenants  in form and  substance substantially similar  to those in
            Section 13.18.

            18.4.8.  Sale of Participations. Each Lender may sell participations
            to one or more Persons  (other than the Borrower  or an Affiliate of
            the Borrower)  in  all  or a portion  of its rights  and obligations
            under this Agreement  (including  all or a portion of its Commitment
            and  its  Loans);   provided,  however,   that   (i)  such  Lender's
            obligations  under this Agreement shall remain unchanged,  (ii) such
            Lender shall remain solely responsible  to the other parties  hereto
            for the performance of such obligations, (iii) the participant shall
            be entitled  to  the  benefit  of  the  yield protection  provisions
            contained  in  Article 4.9  and  the right  of set-off  contained in
            Section  16.2.3, (iv) the amount of the  participation shall be in a
            minimum amount of $1,000,000 or such lesser amount which constitutes
            such Lender's entire  Commitment,  provided,  however,  that no such
            minimum  amount shall apply to participations between any of Lenders
            or between  any Lender  and  any  of  its  Affiliates;  and  (v) the
            Borrower,  the other Lenders and the Administrative
            Agent shall continue to deal solely and directly with such Lender in
            connection with such  Lender's  rights  and obligations  under  this
            Agreement,  and such Lender shall retain  the 


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<PAGE>

            sole right  to enforce the obligations  of the Borrower relating  to
            its Loans,  Advances  and  its Notes  and  to approve any amendment,
            modification, or waiver of  any  provision  of  this  Agreement  (it
            being  understood  that this shall not affect  any  rights  of  such
            Lender or its  participant  as between  each  other  with respect to
            amendments,  modifications, or waivers that  (i) decrease the amount
            of principal of the Loans, (ii) reduce the rate at which interest is
            payable on the  Loans,  or  (iii) extend the final  maturity  of the
            Notes  or  the  expiration  date  of  any Letter of Credit,  or (iv)
            increase its Commitment if such increase is to be shared by any such
            participant).  Notwithstanding the foregoing: (x) the  sale  of  any
            such participations which require  Borrower  to file a  registration
            statement with the SEC or under the  securities  Laws  of  any state
            shall  not  be  permitted,  and  (y)  the  sale  by  any  Lender  of
            participations  aggregating  50% or  more  of  its  Commitments  and
            with  respect  to which the right of such  Lender solely  to approve
            any amendment,  modification,  or waiver  of any provision  of  this
            Agreement requires the consent  of or approval  of such participants
            shall require the consent of Domestic Borrower,  which  shall not be
            unreasonably withheld or delayed.

     18.5.  Payment  of  Expenses.  Borrower  agrees  to  pay  or  reimburse  to
     Administrative Agent all of Administrative Agent's reasonable out-of-pocket
     costs  incurred in connection  with:  Administrative  Agent's due diligence
     review  before  execution  of  the  Loan  Documents;  the  negotiation  and
     preparation of proposals,  a commitment letter and the Loan Documents;  the
     syndication of the Loans; the  administration  of this Agreement,  the Loan
     Documents,  the  Loans,  and the  Letters  of  Credit;  the  perfection  of
     Administrative   Agent's   Security   Interests  in  the  Collateral;   the
     interpretation   of  any  of  the  Loan   Documents;   the  enforcement  of
     Administrative Agent's rights and remedies under the Loan Documents after a
     Default or Event of Default;  any amendment of or supplementation to any of
     the Loan Documents;  and any waiver, consent or forbearance with respect to
     any Default or Event of Default.  Borrower  agrees to pay or  reimburse  to
     each Lender all of such Lender's reasonable out-of-pocket costs incurred in
     connection  with the enforcement of such Lender's rights and remedies under
     the Loan  Documents  after a Default  or Event of  Default.  Administrative
     Agent's  reasonable and customary  out-of-pocket  costs may include but are
     not  limited to the  following,  to the extent  they are  actually  paid or
     incurred  by  Administrative  Agent:  the  cost of  searches  for  Security
     Interests and judgments  existing  against Covered  Persons;  recording and
     filing fees;  recording  taxes;  appraisal fees;  environmental  consultant
     fees;  litigation  costs;  and all attorneys' and paralegals'  expenses and
     reasonable  fees.  Attorneys' and paralegals'  expenses may include but are
     not limited to filing charges; telephone, data transmission,  facsimile and
     other  communication   costs;  courier  and  other  delivery  charges;  and
     photocopying charges.  Litigation costs may include but are not limited to:
     filing fees,  deposition costs, expert witness fees, expenses of service of
     process,  and other  such  costs paid or  incurred  in any  administrative,
     arbitration,  or  court  proceedings  involving  a Lender  and any  Covered
     Person,  including proceedings under the Federal Bankruptcy Code. All costs
     which  Borrower is obligated to pay or reimburse  Administrative  Agent  or
     such Lender  are Loan Obligations payable  to Administrative  Agent or such
     Lender and are payable on demand by Administrative Agent or such Lender.

     18.6.  General Indemnity.


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<PAGE>

            18.6.1.  Borrower (each an "Indemnifying Party") agree to indemnify,
            defend and hold harmless the Administrative  Agent  and  each Lender
            and each of their affiliates
            and their respective officers,  directors,  employees,  agents,  and
            advisors (each, an "Indemnified Party") from and against any and all
            claims, damages, losses, liabilities, costs, and expenses, including
            reasonable  attorneys' fees,  that may be incurred by or asserted or
            awarded against any Indemnified  Party,  in each case arising out of
            or in connection with or by reason of (including in connection  with
            any  investigation,  litigation,  or proceeding  or  preparation  of
            defense  in  connection  therewith)  (i) the  Loan  Documents,  (ii)
            any  of  the  transactions  contemplated  herein  or  the  actual or
            proposed use  of the proceeds  of the Loans (including any Permitted
            Acquisition),   (iii)  the   manufacture,  storage,  transportation,
            release  or  disposal  of any Hazardous  Material  on, from, over or
            affecting  any  of the assets,  properties,  or  operations  of  any
            Covered  Person  or  any  predecessor  in  interest,   directly   or
            indirectly   (collectively,  "Indemnified  Liabilities");  provided,
            however,  that no  Borrower shall have any obligation hereunder with
            respect  to  Indemnified  Liabilities  arising  from (i) the willful
            misconduct  or  gross negligence  of,  or  the  willful  breach of a
            material  provision  of the Loan  Documents  by,  the party  seeking
            indemnification,   (ii)  legal  proceedings  commenced  against  the
            Administrative  Agent  or  any  Lender  by  any  security  holder or
            creditor thereof  arising solely out of and based solely upon rights
            afforded any such security holder or creditor solely in its capacity
            as such,  (iii) any Tax imposed upon the Administrative Agent or any
            Lender   as  a consequence  of its failure  to comply  with Sections
            4.14.4, 4.14.9,  or  4.14.10,  or (v) Taxes  imposed  and  costs and
            expenses incurred  as a result  of a transfer or  assignment  of any
            Note  or  some  or  all  of  its rights hereunder or a participation
            therein.  In the case  of  an  investigation,  litigation  or  other
            proceeding  to which  the indemnity  in this Section  applies,  such
            indemnity  shall  be  effective  whether  or not such investigation,
            litigation or proceeding is brought  by an Indemnified  Party or any
            other  Person,  or  any  Indemnified  Party  is  otherwise  a  party
            thereto,  and  whether or not the  transactions  contemplated hereby
            are consummated.

            18.6.2.  An Indemnified Party  shall  give  written  notice  to  the
            Indemnifying Party  promptly  after the  Indemnified Party  receives
            actual notice of any claim,  action,  suit,  loss,  cost, liability,
            damage or expense incurred  or instituted for which the indemnifica-
            tion is sought.  If requested  by the Indemnifying Party in writing,
            the  Indemnified Party shall  contest  at the  sole  expense  of the
            Borrowers  the  validity,  applicability and/or amount of such suit,
            action,  or cause of action  to the extent such contest  may be con-
            ducted  in  good faith  on  legally supportable  grounds;  provided,
            however, that if there is an Existing Default or if the Indemnifying
            Party fails to deposit promptly with Administrative Agent,  upon the
            Indemnified Party's request therefor,  funds in an amount sufficient
            to pay the reasonably  anticipated cost of such  contest,  then  the
            Indemnified Party shall not be required to do so; and if an Event of
            Default occurs  after  such contest  is undertaken,  the Indemnified
            Party may discontinue  or  settle  the contest  in  such  reasonable
            manner as it deems appropriate and may apply any unexpended funds so
            deposited  to the payment  of  any  such settlement  and  remit  the
            remainder (if any) to Administrative  Agent  for  application to the
            Loan Obligations as provided herein.


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<PAGE>

            18.6.3.  If any lawsuit or  enforcement  action is filed against any
            party entitled to the benefit of indemnity  under this Section 18.6,
            the  Indemnified  Party  shall  give written  notice thereof  to the
            Indemnifying  Party as soon as practicable  (and in any event within
            20 days  after  the  service  of  any  citation  or  summons).  Not-
            withstanding   the   foregoing,   the  failure  so   to  notify  the
            Indemnifying Party as provided in this Section  will not relieve the
            Indemnifying  Party  of  its  indemnification  obligation under this
            Section 18.6.  If the  Indemnifying  Party  acknowledges  in writing
            to the  Indemnified Party that the  Indemnifying Party is  obligated
            under  the  terms  of  its  indemnity  under  this  Section 18.6  in
            connection with such lawsuit or action  and if the Indemnified Party
            so agrees and there  is no Existing Default,  the Indemnifying Party
            may take control of the defense  and  investigation  of such lawsuit
            or action and engage counsel of its own choice reasonably acceptable
            to the Indemnified Party to  handle  and  defend  the  same,  at the
            Indemnifying Party's sole cost,  risk and expense, provided that the
            engagement  of such counsel  by  the  Indemnifying Party  would  not
            present a conflict of interest which would prevent such counsel from
            effectively defending  such action  on  behalf  of  the  Indemnified
            Party. If at any time  thereafter, (i) the defendants in, or targets
            of,  any such lawsuit  or action  include both the Indemnified Party
            and  Indemnifying  Party,   and  the  Indemnified  Party  reasonably
            concludes that there may be legal defenses  available to it that are
            different from or in addition to those available to the Indemnifying
            party, or (ii) the Indemnifying Party fails to assume the defense of
            the lawsuit  or action or to employ counsel reasonably  satisfactory
            to  such  Indemnified Party,  in either case in a timely manner,  or
            (iii) the Indemnifying Party and its  counsel do not  prosecute  the
            defense  with  diligence  and  in  good  faith,  or (iv) an Event of
            Default occurs, then the Indemnified  Party may take control of such
            lawsuit or action and employ separate counsel to represent or defend
            it in any such action or proceeding and the Indemnifying Party shall
            pay  the  fees and disbursements  of such  counsel.  The  party  not
            controlling such lawsuit or action shall cooperate  (with all out of
            pocket costs  and expenses  associated  therewith  to be paid by the
            Indemnifying  Party)  in  all  reasonable  respects  with  the party
            controlling  such  lawsuit  or  action  and  its  attorneys  in  the
            investigation,  trial and defense  of such lawsuit or action and any
            appeal arising  therefrom. If no Event of Default has occurred,  the
            Indemnified Party  shall  not  settle  such  lawsuit  or enforcement
            action without the prior written consent  of the Indemnifying Party.
            In no event shall the  Indemnifying  Party  settle  such  lawsuit or
            enforcement  action  without  the written consent of the Indemnified
            Party.

            18.6.4.  The obligations of Borrower under  this  Section 18.6 shall
            survive the  termination  of the Commitments,  the expiration of the
            Letters of Credit, the indefeasible full payment and satisfaction of
            all of the Loan Obligations, and the release of the Collateral.

            18.6.5.  To  the  extent  that any of the indemnities  required from
            Borrower under  this Section are  unenforceable because they violate
            any Law  or public policy,  Borrower shall pay  the  maximum  amount
            which it is permitted to pay under applicable Law.

            18.6.6.  Borrower  may  not assert any claim against the Administra-
            tive  Agent,  any Lender,  any of their affiliates,  or any of their
            respective directors,  officers,  employees,  attorneys, agents, and
            advisers,  on  any  theory  of  liability,   for special,  


                                       64
<PAGE>

            indirect, consequential,  or  punitive  damages  arising  out of  or
            otherwise  relating  to  the Loan Documents, any of the transactions
            contemplated herein or the actual or proposed use of the proceeds of
            the Loans.

     18.7. Letters  of  Credit.  Borrower  assumes  all  risks  of the  acts  or
     omissions  of any  beneficiary  of any of the  Letters of  Credit.  Neither
     Letter of Credit  Issuer,  Administrative  Agent,  or any Lender nor any of
     their respective directors, officers, employees, agents, or representatives
     shall be liable or responsible for: (a) the use which may be made of any of
     the  Letters  of  Credit or for any acts or  omissions  of  beneficiary  in
     connection  therewith;  (b) the validity,  sufficiency  or  genuineness  of
     documents,  or of any endorsement(s) thereon, even if such documents should
     in  fact  prove  to  be in  any  or  all  respects  invalid,  insufficient,
     fraudulent  or  forged;  (c)  payment  by Letter of Credit  Issuer  against
     presentation of documents  which, on their face,  appear to comply with the
     terms of any Letter of Credit,  even though such documents may fail to bear
     any  reference or adequate  reference to any such Letter of Credit;  or (d)
     any other  circumstances  whatsoever  in making or failing to make  payment
     under any Letter of Credit in connection with which Letter of Credit Issuer
     would,  pursuant  to the  Uniform  Customs and  Practices  for  Documentary
     Credits (1993 Revision),  International Chamber of Commerce Publication No.
     500 (as  amended  from  time to  time),  be  absolved  from  liability.  In
     furtherance and not in limitation of the foregoing, Letter of Credit Issuer
     may accept  documents  that  appear on their  face to be in order,  without
     responsibility  for  further  investigation,  regardless  of any  notice or
     information to the contrary.

     18.8. Currency  Indemnity.  If under  any  Law,  whether  as a result  of a
     judgment  against  Borrower or any other Covered Person or any Guarantor or
     the liquidation of Borrower,  any other Covered Person, or any Guarantor or
     for  any  other  reason,  any  payment  to (or  for  the  benefit  of)  the
     Administrative  Agent or any Lender  under or in  connection  with the Loan
     Documents is made or is recovered in a currency other than that which it is
     required to be paid,  then, to the extent that such payment (when converted
     at the rate of exchange  on the date of payment)  falls short of the amount
     unpaid  under  the  Loan  Documents,  Borrower  shall  as  a  separate  and
     independent obligation fully indemnify Administrative Agent and the Lenders
     against the amount of the  shortfall;  and for the purposes of this Section
     "rate of  exchange"  means the rate at which  Administrative  Agent or such
     Lender is able on the  relevant  date to purchase the currency in which the
     payment is required to be paid with the currency in which the payment is in
     fact made or recovered.  This provision shall not be construed as a consent
     by Administrative Agent or any Lender to payment in any currency other than
     the currency in which  payment is required to be made under the  applicable
     provisions of this  Agreement and the other Loan  Documents.  To the extent
     that such payment (when so converted)  exceeds the amount of the applicable
     Loan  Obligation,  such excess shall be applied in accordance with Sections
     16.3, 16.4 or 17.10, as appropriate.

     18.9. Changes in Accounting  Principles.  If any Covered Person, at the end
     of its fiscal year and with the  concurrence of its  independent  certified
     public  accountants,  changes the method of valuing the  Inventory  of such
     Covered Person, or if any other changes in accounting principles from those
     used in the preparation of any of the Financial  Statements are required by
     or  result  from  the  promulgation  of  principles,   rules,  regulations,
     guidelines,   pronouncements  or  opinions  by  the  Financial   Accounting
     Standards Board or the American  Institute of Certified Public  


                                       65
<PAGE>

     Accountants (or successors thereto or bodies with similar  functions),  and
     any of such changes result in a change in the method of calculation  of, or
     affect the results of such calculation of, any of the financial  covenants,
     standards  or terms found  herein,  then the parties  hereto agree to enter
     into and diligently  pursue  negotiations  in order to amend such financial
     covenants, standards or terms so as to equitably reflect such changes, with
     the desired result that the criteria for evaluating the financial condition
     and results of  operations  of such Covered  Person shall be the same after
     such changes as if such changes had not been made; provided,  however, that
     until such changes are made,  all  financial  covenants  herein and all the
     provisions hereof which contemplate  financial  calculation hereunder shall
     remain in full force and effect.

     18.10. Records.  The  date and  amount  of all  Advances  to  Borrower  and
     payments  of amounts due from  Borrower  under the Loan  Documents  will be
     recorded in the records that  Administrative  Agent normally  maintains for
     such  types  of  transactions.  The  failure  to  record,  or any  error in
     recording,  any of the foregoing shall not, however,  affect the obligation
     of Borrower  to repay the Loans and other  amounts  payable  under the Loan
     Documents.  Borrower shall have the burden of proving that such records are
     not correct.  Borrower agrees that Administrative  Agent's and any Lender's
     books  and  records  showing  the  Loan  Obligations  and the  transactions
     pursuant to this Agreement  shall be admissible in any action or proceeding
     arising  therefrom,   and  shall  constitute  prima  facie  proof  thereof,
     irrespective  of  whether  any  Loan  Obligation  is  also  evidenced  by a
     promissory note or other instrument.  Administrative  Agent will provide to
     Borrower a monthly statement of Advances,  payments, and other transactions
     pursuant  to this  Agreement.  Such  statement  shall  be  deemed  correct,
     accurate  and  binding  on  Borrower  and an  account  stated  (except  for
     reversals and reapplications  of payments  as  provided  in Section 6.6 and
     corrections  of errors  discovered  by  Administrative  Agent or a Lender),
     unless Borrower  notifies  Administrative  Agent in writing to the contrary
     within 30 days  after such  statement  is  rendered.  In the event a timely
     written notice of objections is given by Borrower,  only the items to which
     exception is expressly made will be considered to be disputed by Borrower.

     18.11. Other  Security and Guaranties.  Administrative  Agent or any Lender
     may, without notice or demand and without affecting Borrower's  obligations
     hereunder,  from time to time: (a) take from any Person and hold collateral
     (other than the  Collateral) for the payment of all or any part of the Loan
     Obligations  and exchange,  enforce and release such collateral or any part
     thereof;  and (b) accept and hold any endorsement or guaranty of payment of
     all or any part of the Loan  Obligations and release or substitute any such
     endorser or guarantor, or any Person who has given any Security Interest in
     any other  collateral as security for the payment of all or any part of the
     Loan  Obligations,  or any other Person in any way  obligated to pay all or
     any part of the Loan Obligations.

19.  Miscellaneous.

     19.1.  Notices.  All notices, consents, requests and demands to or upon the
     respective parties hereto shall be in writing,  and shall be deemed to have
     been given or made when  delivered in person to those Persons listed on the
     signature  pages hereof or three Business Days after being deposited in the
     United States mail, postage prepaid, or, in the case of telegraphic notice,
     or the overnight courier  services,  after being delivered to the telegraph
     company or in the case of an overnight courier service, on the Business Day
     following  delivery to the  overnight  courier  


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<PAGE>

     service,   or  in  the  case  of  telex  or  telecopy  notice,  when  sent,
     verification received, in each case addressed as set forth on the signature
     pages hereof, or such other address as either party may designate by notice
     to the other in accordance with the terms of this Section. No notice given
     to or demand made on Borrower by Administrative  Agent or any Lender in any
     instance shall entitle Borrower to notice or demand in any other instance.

     19.2.  Amendments and Modifications; Waivers and Consents. Unless otherwise
     provided  herein,  no amendment to or modification of any provision of this
     Agreement,  or of any of the other Loan Documents shall be effective unless
     it is in writing and signed by authorized officers of Borrower and Required
     Lenders.  Unless otherwise provided herein, no waiver of, or consent to any
     departure  by Borrower  from,  the  requirements  of any  provision of this
     Agreement or any of the other Loan Documents  shall be effective  unless it
     is in writing and signed by  authorized  officers of the Required  Lenders.
     Any such amendment, modification, waiver or consent shall be effective only
     in the specific instance and for the purpose for which given. The foregoing
     notwithstanding,  no such amendment, modification, waiver or consent shall,
     unless  signed by  authorized  officers of Borrower and of all the Lenders:
     (i) change any  Revolving  Loan  Commitment  of any  Lender,  or change the
     Letter of Credit  Commitment  or subject any Lender or the Letter of Credit
     Issuer  to a  greater  obligation  than  expressly  provided  for  in  this
     Agreement, (ii) reduce or forgive the repayment of principal of any Advance
     or the  reimbursement of any draw on a Letter of Credit or change the rate,
     or mechanism  for  determining  the rate, of interest on any Advance or any
     fees or other  amounts  payable by  Borrower  hereunder,  (iii)  change the
     regularly  scheduled  dates for  payments of  principal  or interest of any
     Advance  or other fees or  amounts  payable  to any  Lender  under the Loan
     Documents  (including,  without  limitation,  the  Revolving  Loan Maturity
     Date),  (iv)  change the  provisions of Section 17 to the  detriment of any
     Lender,  (v) change the definition of Required Lenders herein,  (vi) change
     the provisions of this Section,  (vii) release any of the Collateral or any
     Covered  Person  or any  Guarantor  from  its  obligations  under  the Loan
     Documents,  or (viii)  change any  provisions of this  Agreement  requiring
     ratable distributions to Lenders. No notice to or demand on Borrower in any
     instance shall entitle Borrower to any other or further notice or demand in
     another similar or different instance.  No failure by Administrative  Agent
     or any  Lender to  exercise,  and no delay by  Administrative  Agent or any
     Lender in exercising, any right, remedy, power or privilege hereunder shall
     operate as a waiver  thereof,  nor shall any single or partial  exercise by
     Administrative Agent or any Lender of any right, remedy, power or privilege
     hereunder preclude any other exercise thereof, or the exercise of any other
     right, remedy, power or privilege existing under any Law or otherwise.

     19.3.  Rights Cumulative. Each of the rights and remedies of Administrative
     Agent and the Lenders under this  Agreement  shall be in addition to all of
     its other rights and  remedies  under  applicable  Law, and nothing in this
     Agreement shall be construed as limiting any such rights or remedies.

     19.4.  Successors  and Assigns.  This  Agreement  shall be binding upon and
     inure to the benefit of the parties hereto and,  subject to and as provided
     in  Section 18.4,  all  future  holders  of the Notes  and their respective
     successors  and assigns,  except that Borrower may not assign,  delegate or
     transfer any of its rights or obligations  under this Agreement without the
     prior written  consent of  Administrative  Agent and the Required  Lenders.
     With respect to Borrower's  successors  and 


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<PAGE>

     assigns, such successors and assigns shall include any receiver, trustee or
     debtor-in-possession of or for Borrower.

     19.5.  Severability.  Any provision of this Agreement  which is prohibited,
     unenforceable  or not  authorized  in any  jurisdiction  shall,  as to such
     jurisdiction,   be   ineffective   to  the  extent  of  such   prohibition,
     unenforceability  or  lack  of  authorization   without   invalidating  the
     remaining  provisions  hereof or affecting the validity,  enforceability or
     legality  of  such   provision  in  any  other   jurisdiction   unless  the
     ineffectiveness of such provision would result in such a material change as
     to  cause  completion  of  the  transactions   contemplated  hereby  to  be
     unreasonable.

     19.6.  Counterparts.  This  Agreement may be executed by the parties hereto
     on any number of separate  counterparts,  and all such  counterparts  taken
     together  shall  constitute  one and the same  instrument.  It shall not be
     necessary in making proof of this  Agreement to produce or account for more
     than one counterpart signed by the party to be charged.

     19.7.  Governing Law; No Third Party Rights. This Agreement,  the Notes and
     the other Loan  Documents  and the rights and  obligations  of the  parties
     hereunder and thereunder shall be governed by and construed and interpreted
     in accordance with the internal Laws of the State of Missouri applicable to
     contracts made and to be performed wholly within such state, without regard
     to choice or conflicts of law principles.  This Agreement is solely for the
     benefit of the parties hereto and their respective successors and permitted
     assigns,  and no other  Person shall have any right,  benefit,  priority or
     interest under, or because of the existence of, this Agreement.

     19.8.  Counterpart  Facsimile Execution.  For purposes of this Agreement, a
     document (or signature  page thereto)  signed and  transmitted by facsimile
     machine  or  telecopier  is to be  treated  as an  original  document.  The
     signature of any Person thereon,  for purposes hereof,  is to be considered
     as an original signature,  and the document transmitted is to be considered
     to have the same  binding  effect as an original  signature  on an original
     document.  At the request of any party  hereto,  any  facsimile or telecopy
     document is to be  re-executed in original form by the Persons who executed
     the facsimile or telecopy document.  No party hereto may raise the use of a
     facsimile  machine  or  telecopier  or the  fact  that  any  signature  was
     transmitted  through  the use of a  facsimile  or  telecopier  machine as a
     defense to the  enforcement  of this  Agreement  or any  amendment or other
     document executed in compliance with this Section.

     19.9.  No  Other  Agreements.   There  are  no  other  agreements   between
     Administrative  Agent, Lenders, and Borrower,  oral or written,  concerning
     the  subject  matter  of the  Loan  Documents,  and  all  prior  agreements
     concerning  the same subject  matter,  including any proposal or commitment
     letter, are merged into the Loan Documents and thereby extinguished.

     19.10. Negotiated Transaction; No Fiduciary Duty.  Borrower, Administrative
     Agent and each Lender  represent each to the others that in the negotiation
     and drafting of this  Agreement and the other Loan Documents they have been
     represented  by and have relied upon the advice of counsel of their choice.
     Borrower and  Administrative  Agent affirm that their counsel have both had
     substantial  roles in the drafting and  negotiation  of this  Agreement and
     each Lender affirms that its counsel has  participated  in the drafting and
     negotiation  of this  Agreement;  therefore,  this Agreement will be deemed
     drafted  by  all  of  Borrower,  Administrative  Agent  and  Lenders,   and


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<PAGE>

     the rule of  construction  to the  effect  that any  ambiguities  are to be
     resolved against the drafter will not be employed in the  interpretation of
     this Agreement. Borrower acknowledges that neither Administrative Agent nor
     any  Lender  has  any  fiduciary  relationship  with or  fiduciary  duty to
     Borrower  arising out of or in connection with this Agreement or any of the
     other Loan Documents, and the relationship between Administrative Agent and
     the  Lenders,  on the  one  hand,  and  Borrower,  on the  other  hand,  in
     connection herewith or therewith is solely that of debtor and creditor, and
     that no joint venture is created  hereby or by the other Loan  Documents or
     exists by virtue of the transactions contemplated hereby among the Lenders,
     among the Borrower and the Lenders,  or between Borrower and Administrative
     Agent.

     19.11. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,
     BORROWER,  ADMINISTRATIVE  AGENT,  AND EACH  LENDER  HEREBY  AGREES  TO THE
     EXCLUSIVE  JURISDICTION  OF THE FEDERAL  COURT OF THE  EASTERN  DISTRICT OF
     MISSOURI AND THE STATE COURTS OF MISSOURI  LOCATED IN THE CITY OR COUNTY OF
     ST. LOUIS AND WAIVES ANY OBJECTION  BASED ON VENUE OR FORUM NON  CONVENIENS
     WITH RESPECT TO ANY ACTION INSTITUTED THEREIN,  AND AGREES THAT ANY DISPUTE
     CONCERNING THE RELATIONSHIP  BETWEEN  ADMINISTRATIVE  AGENT,  LENDERS,  AND
     BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR
     OTHERWISE   SHALL   BE  HEARD   ONLY  IN  THE   COURTS   DESCRIBED   ABOVE.
     NOTWITHSTANDING THE FOREGOING: (1) ADMINISTRATIVE AGENT OR ANY LENDER SHALL
     HAVE THE RIGHT TO BRING ANY ACTION OR  PROCEEDING  AGAINST  BORROWER OR ITS
     PROPERTY IN ANY COURTS OF ANY OTHER  JURISDICTION  ADMINISTRATIVE  AGENT OR
     ANY  LENDER  DEEM  NECESSARY  OR  APPROPRIATE  IN ORDER TO  REALIZE  ON THE
     COLLATERAL,  AND (2)  EACH OF THE  PARTIES  HERETO  ACKNOWLEDGES  THAT  ANY
     APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY
     HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

     19.12. SERVICE OF PROCESS.  BORROWER HEREBY WAIVES PERSONAL SERVICE  OF ANY
     AND ALL PROCESS UPON IT AND  CONSENTS  THAT ALL SUCH SERVICE OF PROCESS MAY
     BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)  DIRECTED TO BORROWER
     AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO MADE
     SHALL BE DEEMED TO BE  COMPLETED  FIVE (5) DAYS  AFTER THE SAME  SHALL HAVE
     BEEN SO DEPOSITED IN THE U.S.  MAILS; OR AT  ADMINISTRATIVE  AGENT'S OR ANY
     LENDER'S OPTION, BY SERVICE UPON UNITED STATES CORPORATION  COMPANY,  WHICH
     BORROWER  IRREVOCABLY  APPOINTS  AS  BORROWER'S  AGENT FOR THE  PURPOSE  OF
     ACCEPTING  SERVICE OF PROCESS WITHIN THE STATE OF MISSOURI.  ADMINISTRATIVE
     AGENT OR SUCH LENDER SHALL PROMPTLY  FORWARD BY REGISTERED MAIL ANY PROCESS
     SO SERVED UPON SAID AGENT TO BORROWER AT ITS ADDRESS ON THE SIGNATURE PAGES
     HEREOF.  NOTHING IN THIS SECTION  SHALL AFFECT THE RIGHT OF  ADMINISTRATIVE
     AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
     LAW.


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<PAGE>

     19.13. JURY TRIAL.  BORROWER,  ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY
     WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,  ACTION OR CAUSE OF
     ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,  OR (2)
     IN ANY WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
     PARTIES  HERETO OR EITHER OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER
     LOAN DOCUMENT,  OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
     WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT
     OR TORT OR  OTHERWISE.  BORROWER,  ADMINISTRATIVE  AGENT,  AND EACH  LENDER
     AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION
     SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY AND THAT EITHER MAY FILE AN
     ORIGINAL  COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
     EVIDENCE OF THE CONSENT OF THE PARTIES  HERETO TO THE WAIVER OF THEIR RIGHT
     TO TRIAL BY JURY.

     19.14. Incorporation  By  Reference.  All of the  terms of the  other  Loan
     Documents  are  incorporated  in and made a part of this  Agreement by this
     reference.

     19.15. Statutory  Notice. The following notice is given pursuant to Section
     432.045 of the Missouri Revised Statutes;  nothing contained in such notice
     shall be deemed to limit or modify the terms of the Loan Documents:

     ORAL  AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT OR TO FORBEAR
     FROM ENFORCING  REPAYMENT OF A DEBT  INCLUDING  PROMISES TO EXTEND OR RENEW
     SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING OR DISAPPOINTMENT,  ANY AGREEMENTS WE REACH COVERING
     SUCH  MATTERS ARE  CONTAINED  IN THIS  WRITING,  WHICH IS THE  COMPLETE AND
     EXCLUSIVE  STATEMENT OF THE  AGREEMENT  BETWEEN US,  EXCEPT AS WE MAY LATER
     AGREE IN WRITING TO MODIFY IT.


               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]



                                       70
<PAGE>

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by appropriate duly authorized officers on August 28, 1997.

                                        
DT Industries, Inc.                       NationsBank, N.A., as Administrative
by its                                    Agent and a Lender
                                          by its

/s/ Bruce P. Erdel                        /s/ David Wilsdorf
----------------------------------        ----------------------------------
Name:                                     Name:  David Wilsdorf
                                                 Vice President

Notice Address:                           Notice Address and "Applicable Lending
                                          Office":
Corporate Centre, Suite 2-300             800 Market Street
1949 E. Sunshine                          St. Louis, MO 63101
Springfield, MO 65804                     Attn: 

FAX # 417-890-0525                        FAX # 314-466-7783
TEL # 417-890-0102                        TEL # 314-466-6695


DT Industries (UK) II Limited             Kalish Canada Inc.
by its                                    by its

/s/ Bruce P. Erdel                        /s/ Bruce P. Erdel
----------------------------------        ----------------------------------
Name:                                     Name:  

Notice Address:                           Notice Address:
Corporate Centre, Suite 2-300             Corporate Centre, Suite 2-300
1949 E. Sunshine                          1949 E. Sunshine
Springfield, MO 65804                     Springfield, MO 65804

FAX # 417-890-0525                        FAX # 417-890-0525
TEL # 417-890-0102                        TEL # 417-890-0102




                                       71
<PAGE>

DT Canada Inc.                            ASSEMBLY TECHNOLOGIE &
by its                                    AUTOMATION GMBH
                                          by its

/s/ Bruce P. Erdel                        /s/ Bruce P. Erdel
----------------------------------        ----------------------------------
Name:                                     Name:  

Notice Address:                           Notice Address:
Corporate Centre, Suite 2-300             Corporate Centre, Suite 2-300
1949 E. Sunshine                          1949 E. Sunshine
Springfield, MO 65804                     Springfield, MO 65804

FAX # 417-890-0525                        FAX # 417-890-0525
TEL # 417-890-0102                        TEL # 417-890-0102











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                                   EXHIBIT 2.1

                       GLOSSARY AND INDEX OF DEFINED TERMS


ACQUIRING  COMPANY -- the Person  obligated to pay or provide the  consideration
payable  in  connection  with a  Permitted  Acquisition  upon  the  consummation
thereof.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the documents
to which  Borrower or any other  Covered  Person is a party and under which such
Permitted Acquisition is contemplated.

ADJUSTED BASE RATE -- is defined in Section 4.3.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.3.

ADMINISTRATIVE  AGENT --  NationsBank  in its capacity as  Administrative  Agent
under this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or a Swingline Advance.

ADVANCE  DATE -- the date on which an Advance is  requested  by  Borrower  to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFILIATE -- with respect to any Person,  (a) any other Person who is a partner,
director, officer or stockholder of such Person; and (b) any other Person which,
directly or  indirectly,  is in control of, is  controlled by or is under common
control with such Person, and any partner,  director,  officer or stockholder of
such other Person described. For purposes of this Agreement, control of a Person
by another  Person  shall be deemed to exist if such other Person has the power,
directly or  indirectly,  either to (i) vote twenty percent (20%) or more of the
securities  having the power to vote in an election of directors of such Person,
or (ii) direct the  management of such Person,  whether by contract or otherwise
and whether alone or in combination with others.

AGGREGATE  CANADIAN  TERM  LOAN -- the from time to time  outstanding  principal
balance of the term loans to the  Canadian  Borrowers  that have been  continued
outstanding as provided in Section 3.6.

AGGREGATE   OFFSHORE  CURRENCY   REVOLVING  LOAN  COMMITMENT  --  the  aggregate
commitments of Lenders to fund Revolving Loan Advances in Offshore Currencies as
provided in Section 3.1, as it may be reduced as stated in Section 3.3.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding  principal balance
of all Revolving Loan Advances.

AGGREGATE  REVOLVING LOAN COMMITMENT -- the aggregate  commitments of Lenders to
fund Revolving Loan Advances as provided in Section 3.1, as it may be reduced as
stated in Section 3.3.

<PAGE>

APPLICABLE  LENDING  OFFICE -- means,  for each  Lender and for each  Loan,  the
"Applicable  Lending  Office" of such Lender (or of an affiliate of such Lender)
designated  for such Loan on the signature  pages hereof or such other office of
such  Lender (or an  affiliate  of such  Lender) as such Lender may from time to
time specify to the  Administrative  Agent and the Borrower by written notice in
accordance with the terms hereof as the office by which its Loans are to be made
and maintained.

APPLICABLE  CURRENCY -- as to any Advance or any conversion or continuation of a
Eurodollar Loan, Dollars or the Offshore Currency in which it is requested to be
denominated by the applicable  Borrower as provided herein; and as to any Letter
of  Credit,  Dollars  or the  Offshore  Currency  in which  its face  amount  is
requested to be denominated by the applicable Borrower as provided herein.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE INCREMENT -- is defined in Section 4.3.

BASE  RATE  LOAN -- any  portion  of a Loan on  which  interest  accrues  at the
Adjusted  Base Rate;  provided,  however,  no Offshore  Currency Loan shall bear
interest at the Adjusted Base Rate.

BENEFICIAL  OWNER -- as defined in Rule 13-D-3 of the  Securities  and  Exchange
Commission.

BORROWING  OFFICER -- each  officer of Borrower  who is  authorized  to submit a
request  for an  Advance  or the  issuance  of a Letter  of  Credit on behalf of
Borrower.

BUSINESS  DAY -- a day  other  than a  Saturday,  Sunday  or other  day on which
commercial  banks are  authorized  or required to close under the Laws of either
the United States or the State of Missouri.

CANADIAN BORROWERS -- Kalish Canada Inc. and DT Canada Inc.

CANADIAN TERM LOAN -- each Lender's share of the Aggregate Canadian Term Loan.

CANADIAN TERM LOAN MATURITY DATE -- The date when the Canadian Term Loan and all
unpaid interest accrued thereon is due as provided in Section 6.1.2.

CAPITAL  EXPENDITURE -- an expenditure  for an asset that must be depreciated or
amortized  under GAAP,  for  goodwill,  or for any asset that under GAAP must be
treated  as a  capital  asset,  including  payments  under  Capital  Leases.  An
expenditure  for  purposes of this  definition  includes  any deferred or seller
financed portion of the purchase price of an asset and the original  capitalized
amount of a Capital Lease.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CENTRAL TIME -- local time in St. Louis, Missouri.

CHARTER  DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation;  the certificate of limited partnership and partnership agreement
of a limited  partnership;  the partnership  agreement of a general partnership;
the articles of  organization  and  operating  agreement of a limited  liability
company; or the indenture of a trust.


                                       ii
<PAGE>

CLAIMS ACT -- the Assignment of Claims Act of 1940.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations  thereunder of the
IRS, as amended from time to time.

COLLATERAL -- the stock and all other  property  which is pledged as required in
Section 8.

COMMITMENT  --  the  Revolving  Loan  Commitment  of  a  Lender,  the  Swingline
Commitment of Administrative Agent, or the Letter of Credit Commitment of Letter
of Credit Issuer.

COMMONLY  CONTROLLED  ENTITY  -- a Person  which is under  common  control  with
another Person within the meaning of Section 414(b) or (c) of the Code.

CONTRACT -- any contract, note, bond, indenture,  deed, mortgage, deed of trust,
security  agreement,  pledge,  hypothecation  agreement,  assignment,  or  other
agreement or undertaking, or any security.

DEFAULT -- any of the events listed in Section 16.1 of this  Agreement,  without
giving  effect to any  requirement  for the giving of  notice,  for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.8.

DETERMINATION  DATE EXCHANGE RATE -- (i) in the case of any Advance  denominated
in an Offshore  Currency or a Letter of Credit whose face amount is  denominated
in an Offshore  Currency,  the Spot Rate of Exchange as of the date two Business
Days  preceding  the date such Advance is to be made or such Letter of Credit is
to be issued,  (ii) in the case of any Eurodollar  Loan that is continued for an
additional  Interest  Period  as  provided  herein  or a Base  Rate Loan that is
converted to a Eurodollar Loan as provided herein, the Spot Rate of Exchange two
Business Days preceding the effective date of such  continuation  or conversion,
(iii) in the case of a drawing  under a Letter of Credit  whose  face  amount is
denominated in an Offshore Currency, the Spot Rate of Exchange as of the date of
such  drawing,  and (iv) in any other  case in which the value in  Dollars of an
Offshore Currency must be determined  hereunder as of any date, the Spot Rate of
Exchange two Business Days preceding such date, or if such Spot Rate of Exchange
cannot be  determined  by  Administrative  Agent,  the rate of  exchange of such
Offshore  Currency  into  Dollars as reported in the most recent  edition of the
Wall Street Journal.

DEUTSCHE MARKS and the sign DM -- the official currency of Germany.

DISCLOSURE  SCHEDULE -- the disclosure  schedule of Borrower  attached hereto as
Exhibit 11.

DOL -- the United States Department of Labor.

DOLLAR LOAN -- Loans denominated and payable in Dollars.


                                      iii
<PAGE>

DOLLARS and the sign $ -- lawful money of the United States.

DOLLAR  EQUIVALENT  AMOUNT -- (i) with  respect  to any  amount  denominated  in
Dollars,  such  amount,  or (ii) with  respect to any amount  denominated  in an
Offshore  Currency,  the  equivalent  amount in Dollars based on the  applicable
Determination  Date Exchange Rate as determined by Administrative  Agent (or, in
the case of a  reimbursement  obligation  with  respect to a draw on a Letter of
Credit whose face amount is denominated in an Offshore  Currency,  as determined
by Letter of Credit Issuer).

DOMESTIC BORROWER -- DT Industries, Inc.

DOMESTIC REVOLVING LOAN -- a Revolving Loan to Domestic Borrower.

EFFECTIVE  DATE -- the date when this  Agreement  is  effective  as  provided in
Section 1.

ELIGIBLE  ASSIGNEE -- means (i) a Lender;  (ii) an  affiliate  of a Lender;  and
(iii) any other Person approved by the Administrative  Agent with the consent of
the Borrower,  not to be unreasonably  withheld or delayed;  provided,  however,
that neither the Borrower nor an Affiliate of the Borrower  shall  qualify as an
"Eligible Assignee."

EMPLOYMENT LAW -- ERISA, the Occupational  Safety and Health Act, the Fair Labor
Standards  Act, or any other Law  pertaining to the terms or conditions of labor
or  safety in the  workplace  or  discrimination  or  sexual  harassment  in the
workplace.

ENVIRONMENTAL   LAW  --  the  Resource   Conservation   and  Recovery  Act,  the
Comprehensive Environmental Response,  Compensation and Liability Act, the Clean
Water  Act,  the Clean Air Act,  or any other Law  pertaining  to  environmental
quality or remediation of Hazardous Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA  AFFILIATE  -- as to any Person,  any trade or business  (irrespective  of
whether  incorporated)  which is a member of a group of which  such  Person is a
member and thereafter  treated as a single employer under section  414(b),  (c),
(m) or (o) of the Code or applicable Treasury Regulations.

EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR INCREMENT -- is defined in Section 4.3.

EURODOLLAR  LOAN -- any  portion  of a Loan on  which  interest  accrues  at the
Adjusted Eurodollar Rate.

EURODOLLAR RATE -- is defined in Section 4.3.

EVENT OF DEFAULT -- any of the events  listed in Section 16.1 of this  Agreement
as to which any requirement for the giving of notice,  for the lapse of time, or
both,  or for the  happening  of any  further  condition,  event or act has been
satisfied.


                                       iv
<PAGE>

EXISTING DEFAULT -- a Default which has occurred and is continuing,  or an Event
of  Default  which has  occurred,  and which has not been  waived in  writing by
Administrative Agent.

FEDERAL  FUNDS  RATE -- for any day,  the rate per annum  (rounded  upwards,  if
necessary,  to the  nearest  1/100 of 1%) equal to the  weighted  average of the
rates on  overnight  federal  funds  transactions  with  members of the  Federal
Reserve  System  arranged by federal  funds brokers on such day, as published by
the Federal  Reserve Bank of New York on the Business Day next  succeeding  such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for  such day  shall be such  rate on such  transactions  on the next  preceding
Business Day as so published on the next succeeding  Business Day, and (b) if no
such rate is so  published  on such next  succeeding  Business  Day, the Federal
Funds Rate for such day shall be the average rate charged to the  Administrative
Agent  (in  its  individual  capacity)  on  such  day on  such  transactions  as
determined by the Administrative Agent.

FINANCIAL  STATEMENTS -- the most recent of the Initial Financial Statements and
the financial  statements required to be furnished to Administrative Agent under
Section 13.13 of this Agreement.

FOREIGN BORROWER -- either UK Borrower or German Borrower.

FOREIGN REVOLVING LOAN -- a Revolving Loan to a Foreign Borrower.

FRB -- the Board of Governors of the Federal  Reserve  System and any  successor
thereto or to the functions thereof.

FUNDING OFFICE -- for Domestic Borrower, the office of NationsBank,  N.A. in St.
Louis,  Missouri,  or such other  banking  institution  domiciled  in the United
States that is proposed by Domestic  Borrower and  acceptable to  Administrative
Agent; for UK Borrower,  the office of such banking institution domiciled in the
United Kingdom that is proposed by UK Borrower and acceptable to  Administrative
Agent; and for German Borrower, the office of such banking institution domiciled
in Germany that is proposed by German Borrower and acceptable to  Administrative
Agent.

GAAP -- those generally accepted  accounting  principles set forth in Statements
of the Financial  Accounting  Standards  Board and in Opinions of the Accounting
Principles Board of the American  Institute of Certified  Public  Accountants or
which have other substantial  authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

GERMAN BORROWER -- Assembly Technologie & Automation GmbH.

GERMAN REVOLVING LOAN -- a Foreign Revolving Loan to German Borrower.

GOVERNMENTAL  AUTHORITY  -- the federal  government  of the United  States;  the
government of any foreign  country that is recognized by the United States or is
a member of the  United  Nations;  any  state of the  United  States;  any local
government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the foregoing; and any court,  arbitrator,  or board of arbitrators whose orders
or  judgements  are  enforceable  by or  within  the  territory  of  any  of the
foregoing.


                                        v
<PAGE>

GROUP -- as used in  Regulation  13-D  issued  by the  Securities  and  Exchange
Commission.

GUARANTOR -- each of the Persons  required  under this  Agreement to execute and
deliver to Administrative Agent for the benefit of Lenders a guaranty of part or
all of the Loan Obligations.

GUARANTY -- any guaranty executed and delivered as required in Section 8.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material,  substance or  constituent  thereof,  or any other such  substance (as
defined under any applicable Law or regulation),  including  Asbestos  Material.
HAZARDOUS MATERIAL does not include materials or products  containing  hazardous
constituents  which  are  not  considered  to  be  waste  under  the  applicable
Environmental  Law or which  are  considered  to be waste  but are  transported,
handled or disposed of in accordance with the applicable  Environmental  Law, or
asbestos or asbestos material which is not friable.

INDEBTEDNESS  -- as to  any  Person  at any  particular  date,  any  contractual
obligation  enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services;  (iii) to make payments
or reimbursements  with respect to bank acceptances or to a factor; (iv) to make
payments  or  reimbursements  with  respect to letters of credit  whether or not
there have been  drawings  thereunder;  (v) with  respect to which  there is any
Security  Interest in any property of such  Person;  (vi) to make any payment or
contribution to a Multi-Employer  Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument;  (viii) under any conditional sale agreement or
title retention  agreement;  or (ix) to pay interest or fees with respect to any
of the foregoing.  INDEBTEDNESS  also includes any other  Obligation that either
(i) is  non-contingent  and  liquidated  in amount or (ii) should  under GAAP be
included in liabilities and not just as a footnote on a balance sheet.

INDIRECT  OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person;  (b) any Security Interest in any property of such
Person that  secures  any  Obligation  of another  Person;  (c) any  enforceable
contractual  requirement  that such Person (i) purchase an Obligation of another
Person or any  property  that is security for such  Obligation,  (ii) advance or
contribute  funds to another  Person for the  payment of an  Obligation  of such
other Person or to maintain the working  capital,  net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property,  securities or services from another Person for
the purpose of assuring the  beneficiary  of any Obligation of such other Person
that  such  other  Person  has the  ability  to  timely  pay or  discharge  such
Obligation,  (iv) grant a Security  Interest  in any  property of such Person to
secure any Obligation of another Person,  (v) otherwise  assure or hold harmless
the  beneficiary  of any  Obligation of another  Person  against loss in respect
thereof;  (d) any Obligation  arising from the  endorsement by such Person of an
instrument  (e) any  Obligation  of such  Person as a surety;  and (f) any other
contractual  requirement  enforceable  against  such  Person  that  has the same
substantive  effect as any of the foregoing.  The term INDIRECT  OBLIGATION does
not, however,  include the indorsement by a Person of instruments for deposit or
collection  in the  ordinary  course of business or the  liability  of a general
partner of a partnership for Obligations of such partnership.  The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount of the  Obligation in respect of which such  Indirect  Obligation is made
or, if not stated or determinable,  the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.


                                       vi
<PAGE>

INITIAL FINANCIAL STATEMENTS -- the most recent financial statements of Domestic
Borrower and its Subsidiaries delivered to the Administrative Agent,  comprising
the  quarterly  report of Domestic  Borrower  on Form 10-Q for the period  ended
March 30, 1997 and the pro forma unaudited consolidated statements of operations
of  Domestic  Borrower  for the fiscal year ended June 30, 1996 and for the nine
months ended March 30, 1997, and the pro forma  unaudited  consolidated  balance
sheet of Domestic  Borrower at March 30, 1997,  as included in the  registration
statement of Domestic Borrower on Form S-3 filed with the SEC on July 8, 1997.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar Rate
applies to a  Eurodollar  Loan,  as  selected by Borrower as provided in Section
4.5.

INVESTMENT -- (a) a loan or advance of money or property to a Person,  (b) stock
or other equity interest in a Person,  (c) a debt instrument issued by a Person,
whether or not convertible to stock or other equity interest in such Person,  or
(d) any other interest in or rights with respect to a Person which  include,  in
whole or in part, a right to share, with or without  conditions or restrictions,
some or all of the revenues or net income of such Person.

IRS -- the Internal Revenue Service.

ISSUANCE  FEE -- the fee  payable  to  Administrative  Agent for the  account of
Letter of Credit Issuer as required in Section 5.2.

LAW -- any statute,  rule, regulation,  order, judgment,  award or decree of any
Governmental Authority.

LENDER -- any one of the Persons who are or become parties to this Agreement and
obligated  as lenders or any  Person  who takes an  assignment  from any of such
Persons  of all or a  portion  of its  rights  and  obligations  as a lender  as
provided herein.

LENDERS'  EXPOSURE -- the sum of the  Aggregate  Revolving  Loan,  the Swingline
Loan, the Aggregate Canadian Term Loan and the Letter of Credit Exposure.

LETTER  OF  CREDIT -- any  standby  letter of credit  issued by Letter of Credit
Issuer pursuant to the Letter of Credit Commitment herein.

LETTER OF CREDIT  COMMITMENT -- the commitment of the Letter of Credit Issuer to
issue Letters of Credit as provided in Section 3.7.

LETTER OF CREDIT  EXPOSURE -- the undrawn amount of all  outstanding  Letters of
Credit issued under the Letter of Credit  Commitment  and each of the letters of
credit  outstanding  as of the Effective  Date issued by The Boatmen's  National
Bank of St. Louis as provided in the Original  Loan  Agreement  plus all amounts
drawn on such Letters of Credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to  Administrative  Agent and Lenders as
required in Section 5.2.

LETTER OF CREDIT ISSUER -- the Lender that has committed in Section 3.7 to issue
Letters of Credit.


                                       vii
<PAGE>

LOAN -- a Revolving Loan, the Canadian Term Loan or the Swingline Loan.

LOAN  DOCUMENTS  -- this  Agreement,  the Notes,  the  Guaranties,  the Security
Documents,  any  reimbursement  agreements  between  Borrower  and the Letter of
Credit Issuer and all other agreements, certificates, documents, instruments and
other writings executed in connection herewith.

LOAN  OBLIGATIONS  --  all  Indebtedness  owing  to  Letter  of  Credit  Issuer,
Administrative Agent or Lenders under the Loan Documents,  whether as principal,
interest, fees or otherwise,  all reimbursement  obligations to Letter of Credit
Issuer or Lenders with respect to the Letter of Credit  Exposure,  and all other
obligations  and liabilities to  Administrative  Agent or Lenders under the Loan
Documents  and  all  Rate  Hedging  Obligations  (in  each  case  including  all
extensions, renewals, modifications,  rearrangements, restructures, replacements
and refinancings of the foregoing, whether or not the same involve modifications
to interest  rates or other  payment  terms),  whether now existing or hereafter
created,  absolute or contingent,  direct or indirect, joint or several, secured
or  unsecured,   due  or  not  due,  contractual  or  tortious,   liquidated  or
unliquidated,  arising  by  operation  of law or  otherwise,  including  but not
limited to the obligation to repay future  advances by  Administrative  Agent or
Lenders hereunder, whether or not made pursuant to commitment and whether or not
presently  contemplated  by any Borrower or Guarantor,  Administrative  Agent or
Lenders in the Loan Documents.

LUCAS ASSEMBLY AND TEST BUSINESS -- The business of the design,  manufacture and
implementation of assembly line and testing equipment with associated  materials
handling and production  control systems (and the provision of services  related
thereto)  conducted  by  each of  Lucas  Limited,  Lucas  Automation  &  Control
Engineering Inc., and Lucas Automation and Control Engineering GmbH.

MANAGEMENT INCENTIVE STOCK ISSUE -- the issuance of capital stock of Borrower to
its executive employees pursuant to purchase and shareholder  agreements (copies
of which will be provided to  Administrative  Agent prior to such issuance) that
results in all executive  employees of Borrower  owning not more than 10% of the
total issued and  outstanding  shares of capital  stock of Borrower  immediately
after such issuance.

MATERIAL  ADVERSE  EFFECT -- with respect to any event or occurrence of whatever
nature  (including any adverse  determination  in any  litigation,  arbitration,
investigation  or  proceeding),  a  material  adverse  effect  on the  business,
operations,  revenues,  financial condition,  property, or business prospects of
Domestic  Borrower  and its  Subsidiaries  taken as a whole,  or the  ability of
Domestic Borrower and its Subsidiaries taken as a whole to timely pay or perform
their Obligations  generally,  or their collective ability to pay or perform any
of their Loan Obligations.

MATERIAL  AGREEMENT -- as to any Person,  any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached, has or is
reasonably likely to have a Material Adverse Effect.

MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Person has or is reasonably likely to have a Material Adverse Effect.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental  Authority or other Person and any  registration  and filing
with a Governmental Authority or other Person


                                      viii
<PAGE>

which if not obtained,  held or made by such Covered Person has or is reasonably
likely to have a  Material  Adverse  Effect,  and (ii) as to any Person who is a
party to this Agreement or any of the other Loan Documents,  any license, permit
or consent from a Governmental Authority or other Person and any registration or
filing with a  Governmental  Authority or other Person that is necessary for the
execution  or  performance  by such party,  or the  validity  or  enforceability
against such party, of this Agreement or such other Loan Document.

MATERIAL  OBLIGATION -- as to any Person,  an Obligation  which if not fully and
timely paid or performed has or is reasonably  likely to have a Material Adverse
Effect.

MATERIAL  PROCEEDING -- any litigation,  investigation or other proceeding by or
before any  Governmental  Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person as
a party or any property of a Covered Person,  and has or is reasonably likely to
have a Material Adverse Effect if adversely determined,  (ii) in which there has
been issued an injunction,  writ, temporary restraining order or any other order
of any nature  which  purports to restrain or enjoin the making of any  Advance,
the consummation of any other transaction contemplated by the Loan Documents, or
the  enforceability  of any provision of any of the Loan Documents,  (iii) which
involves the actual or alleged  breach or  violation by a Covered  Person of, or
default  by a Covered  Person  under,  any  Material  Agreement,  or (iv)  which
involves  the actual or alleged  violation  by a Covered  Person of any Material
Law.

MATURITY -- as to any  Indebtedness,  the time when it becomes  payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- is defined in Section 3.2.

MOODY'S -- Moody's Investors Service, Inc.

MULTI-EMPLOYER  PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of Erisa.

NATIONSBANK -- NationsBank, N.A.

NOTE -- any Revolving Note, any Canadian Term Note or the Swingline Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such  Person  of  any  Indebtedness  of  another  Person,  and  any  contractual
requirement   enforceable   against   such  Person  that  does  not   constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OFFSHORE CURRENCY --  either Pounds Sterling or Deutsche Marks.

OFFSHORE  LETTER OF CREDIT -- a Letter  of  Credit  denominated  in an  Offshore
Currency.

OFFSHORE  CURRENCY  LOAN -- any Loan  denominated  and  payable  in an  Offshore
Currency.


                                       ix
<PAGE>

OFFSHORE  CURRENCY  REVOLVING LOAN COMMITMENT -- each Lender's prorata share  of
the Aggregate Offshore Currency Revolving Loan Commitment.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or  profit-sharing  plan which is covered by
Title I of ERISA and all other  benefit  plans  applicable  to  employees in the
United  States,  in each case in respect of which a Covered Person or a Commonly
Controlled  Entity of such Covered Person is an "employer" as defined in Section
3(5) of ERISA.

PERMITTED  ACQUISITIONS  -- any  acquisition  by Borrower or a Covered Person of
stock of another Person or the assets of another Person  permitted under Section
14.5,  except  acquisitions  of assets in the  ordinary  course of  business  of
Borrower or such Covered Person.

PERMITTED  INDEBTEDNESS -- Indebtedness that Covered Persons are permitted under
Section 14.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT  OBLIGATIONS -- Indirect Obligations that Covered Persons are
permitted under Section 14.3 to create, incur, assume, or allow to exist.

PERMITTED  INVESTMENTS -- Investments  that Covered  Persons are permitted under
Section 14.1 to make in other Persons.

PERMITTED  SECURITY  INTERESTS -- Security  Interests that Borrower is permitted
under Section 14.4 to create, incur, assume, or allow to exist.

PERSON  --  any  individual,  partnership,  corporation,  trust,  unincorporated
association,  joint venture, limited liability company,  Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If the context so implies or requires, the term Person includes Borrower.

POUNDS  STERLING and the symbol  (pound) -- the official  currency of the United
Kingdom.

PRIME RATE -- means the per annum rate of interest established from time to time
by  NationsBank  as its prime  rate,  which rate may not be the  lowest  rate of
interest charged by NationsBank to its customers.

QUALIFIED FINANCIAL  INSTITUTION -- any commercial bank chartered under the Laws
of the United States or any state thereof having capital and surplus of not less
than $500,000,000.

RATE HEDGING OBLIGATIONS -- any and all obligations of Borrower and/or any other
Covered  Person  to  Administrative  Agent or any  Lender  whether  absolute  or
contingent and howsoever and whensoever created, arising,  evidenced or acquired
(including all renewals,  extensions and modifications thereof and substitutions
therefor), under (a) any and all agreements, devices or arrangements designed to
protect at least one of the parties  thereto from the  fluctuations  of interest
rates,  exchange  rates or forward  rates  applicable  to such  party's  assets,
liabilities  or exchange  transactions,  including,  but not limited to, Dollar-
denominated  or  cross-currency  interest  rate  exchange  agreements,   forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts,


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<PAGE>

warrants and those  commonly known as interest rate "swap"  agreements;  and (b)
any and all cancellations,  buybacks, reversals,  terminations or assignments of
any of the foregoing.

REPORTABLE  EVENT -- a  reportable  event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS  AND WARRANTIES -- The  representations  and warranties  made by
Borrower  with  respect to itself and other  Covered  Persons in Section  11, as
modified from time to time as provided in Section 12.

RESPONSIBLE  OFFICER -- as to any Person that is not an individual,  partnership
or trust,  the  Chairman of the Board of  Directors,  the  President,  the chief
executive officer, the chief operating officer, the chief financial officer, the
Treasurer,  any Assistant to the Treasurer, or any Vice President in charge of a
principal business unit; as to any partnership,  any individual who is a general
partner thereof or any individual who has general  management or  administrative
authority over all or any principal unit of the partnership's  business;  and as
to any trust, any individual who is a trustee.

REVOLVER  LETTER OF  CREDIT -- any  Letter  of  Credit  which is  designated  by
Borrower as such in its request for issuance thereof.

REVOLVING LOAN -- any Lender's prorata share of the Aggregate Revolving Loan.

REVOLVING  LOAN  ADVANCE  -- an Advance  by  Administrative  Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN  COMMITMENT -- the commitment of each Lender as stated in Section
3.1 to fund Revolving Advances.

REVOLVING  LOAN MATURITY DATE -- the date when Borrower must repay the amount of
Aggregate Revolving Loan then outstanding as provided in Section 6.1.2.

REVOLVING  NOTE -- any note  delivered to a Lender as required by Section 3.4 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

S&P -- Standard & Poor's Corporation, a division of The McGraw-Hill Companies.

SECURITY  DOCUMENTS  -- all of the  documents  required  or  contemplated  to be
executed and delivered to Administrative  Agent for the benefit of Lenders under
Section 8, all other  documents  granting a  Security  Interest  in any asset of
Borrower or any other Person to secure the payment or  performance of any of the
Loan  Obligations  from time to time,  including  any such  documents  listed on
Exhibit  9.1.1 and any similar  documents at any time  executed and delivered to
Administrative  Agent for the benefit of Lenders from time to time,  by Borrower
or any  other  Person  to  secure  payment  or  performance  of any of the  Loan
Obligations.

SECURITY  INTEREST  -- as to any item of tangible or  intangible  property,  any
interest  therein or right with respect  thereto that secures an  Obligation  or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute  (such as but not limited to a statutory  lien
for work


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<PAGE>

or materials),  or as a result of a judgment,  or which arises under any form of
preferential   or  title  retention   agreement  or  arrangement   (including  a
conditional sale agreement or a lease) that has  substantially the same economic
effect as any of the Foregoing.

SIGNIFICANT   SUBSIDIARY  --  (i)  on  the  Effective  Date,  Detroit  Tool  and
Engineering  Company,  Detroit Tool Metal Products Co., Sencorp  Systems,  Inc.,
Advanced Assembly Automation, Inc., DT Industries (U.K.) Limited., DT Industries
(U.K.) II Limited,  Swiftpack  Automation Limited,  Mid-West Automation Systems,
Inc., Mid-West Automation Enterprises, Inc., Pharma Group, Inc., DT Canada Inc.,
Kalish Canada Inc., Hansford  Manufacturing  Corporation,  Assembly Technology &
Test, Inc.,  Assembly  Technology & Test,  Limited,  and Assembly  Technologie &
Automation GmbH; and (ii) thereafter,  such Persons and such other  Subsidiaries
of Domestic  Borrower (other than DT Industries  Foreign Sales Corporation or DT
Capital Trust) whose assets,  together with the assets of all other Subsidiaries
(other than DT Industries  Foreign Sales  Corporation or DT Capital Trust) which
are then not Significant Subsidiaries,  in the aggregate exceed $25,000,000,  as
reflected in the Financial Statements,  as of the end of the most recently ended
fiscal year of Domestic Borrower.

SOLVENT  -- as to any  Person,  such  Person  not being  "insolvent"  within the
meaning of Section  101(32) of the  Bankruptcy  Code,  Section 2 of the  Uniform
Fraudulent  Transfer Act (the "UFTA") or Section 428.014 of the Missouri Revised
Statutes,  (ii) such Person not having  unreasonably  small capital,  within the
meaning of Section 548 of the Bankruptcy Code,  Section 4 of the UFTA or Section
428.024 of the Missouri Revised Statutes, and (iii) such Person not being unable
to pay such Person's  debts as they become due within the meaning of Section 548
of the Bankruptcy Code, Section 4 of the UFTA or Section 428.024 of the Missouri
Revised Statutes.

SPOT RATE OF EXCHANGE -- the spot exchange rate determined by the Administrative
Agent  in  accordance  with  its  usual  procedures  for  the  purchase  by  the
Administrative  Agent of Dollars with such  Offshore  Currency at  approximately
10:00 A.M.,  Charlotte,  North Carolina Time on the applicable  Business Day for
determining such rate as provided herein.

SUBSIDIARY -- as to any Person,  a corporation  or any other Person with respect
to  which  more  than 20% of the  outstanding  shares  of stock or other  equity
interests of each class having ordinary voting power (other than stock or equity
interests having such power only by reason of the happening of a contingency) is
at the time owned by such Person or by one or more Subsidiaries of such Person.

SURVIVING  COMPANY -- as  applicable,  either  (i) the Person  that will own the
assets to be acquired from a Target Company in a Permitted  Acquisition upon the
consummation  thereof,  (ii) the survivor of the merger of an Acquiring  Company
with the  Target  Company  in a  Permitted  Acquisition  upon  the  consummation
thereof,  or (iii) the Target  Company  whose  stock will be acquired by another
Person in a Permitted Acquisition upon the consummation thereof.

SWINGLINE  ADVANCE -- an advance by  Administrative  Agent to Borrower under the
Swingline Commitment.

SWINGLINE  COMMITMENT  -- the  commitment of  Administrative  Agent as stated in
Section 3.5.1 to make Swingline Advances.


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<PAGE>

SWINGLINE  LETTER OF CREDIT -- any  Letter  of  Credit  which is  designated  by
Borrower as such in its request for issuance thereof.

SWINGLINE  LOAN -- the from time to time  outstanding  principal  balance of all
Swingline Advances.

TARGET  COMPANY  -- the  Person  whose  assets or stock  will be  acquired  in a
Permitted  Acquisition upon the  consummation  thereof,  or if applicable,  with
which an  Acquiring  Company  will  merge in a  Permitted  Acquisition  upon the
consummation thereof.

TAX  --  as  to  any  Person,  any  tax,  duty,  impost,   deduction,   charges,
withholdings,  assessment,  fee,  or  other  charge  levied  by  a  Governmental
Authority (and all liabilities  associated  therewith) on the income or property
of such  Person,  including  any  interest or  penalties  thereon,  and which is
payable by such Person.

THIS AGREEMENT this document  (including every document that is stated herein to
be an appendix,  exhibit or schedule hereto,  whether or not physically attached
to this document).

UCC -- the Uniform  Commercial  Code as in effect from time to time in the State
of  Missouri  or such other  similar  statute as in effect  from time to time in
Missouri or any other appropriate jurisdiction.

UK BORROWER -- DT Industries (UK) II, Limited.

UK REVOLVING LOAN --  a Foreign Revolving Loan to UK Borrower.

United States -- when used in a geographical sense, all the states of the United
States  of  America  and the  District  of  Columbia;  and when  used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.








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<PAGE>

     The following  page  contains a list of Exhibits and  Schedules  which have
been intentionally omitted by the Registrant.

     A  copy  of any  omitted  Exhibit  or  Schedule  will  be  provided  to the
Securities and Exchange Commission upon request.

<PAGE>

Exhibit 3      - Lenders' Commitments and Prorata Shares
Exhibit 3.4    - Form of Revolving Note
Exhibit 3.5.3  - Form of Swingline Notes
Exhibit 9.1.1  - Documents and Requirements List
Exhibit 11     - Disclosure Schedule of Borrower
Exhibit 13.13  - Form of Compliance Certificate
Exhibit 18.4.1 - Form of Assignment and Acceptance