<PAGE>
                                                                   EXHIBIT 10(a)


================================================================================



                      AMENDED AND RESTATED CREDIT AGREEMENT




                         DATED AS OF DECEMBER 15, 2000,




                                      AMONG




                           THE LAMSON & SESSIONS CO.,




                THE GUARANTORS FROM TIME TO TIME PARTIES HERETO,




                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,




                               NATIONAL CITY BANK,
                              as Syndication Agent,




                             BANK OF AMERICA, N.A.,
                             as Documentation Agent




                         HARRIS TRUST AND SAVINGS BANK,
                            as Administrative Agent,




================================================================================



<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

SECTION                                                HEADING                                                 PAGE

<S>                      <C>                                                                                  <C>
SECTION 1.                 THE CREDIT FACILITIES..................................................................1

       Section 1.1.        Revolving Credit Commitments...........................................................1
       Section 1.2.        Letters of Credit......................................................................1
       Section 1.3.        Term Loan Commitments..................................................................4
       Section 1.4.        Applicable Interest Rates..............................................................4
       Section 1.5.        Minimum Borrowing Amounts..............................................................6
       Section 1.6.        Manner of Borrowing Loans and Designating Applicable Interest Rates....................6
       Section 1.7.        Swing Loans............................................................................8
       Section 1.8.        Interest Periods......................................................................10
       Section 1.9.        Maturity of Loans.....................................................................11
       Section 1.10.       Prepayments...........................................................................12
       Section 1.11.       Default Rate..........................................................................13
       Section 1.12.       The Notes.............................................................................14
       Section 1.13.       Funding Indemnity.....................................................................15
       Section 1.14.       Commitment Terminations...............................................................15
       Section 1.15.       Substitution of Lenders...............................................................16

SECTION 2.                 FEES..................................................................................16

       Section 2.1.        Fees..................................................................................16

SECTION 3.                 PLACE AND APPLICATION OF PAYMENTS.....................................................17


SECTION 4.                 THE COLLATERAL AND GUARANTIES.........................................................18

       Section 4.1.        Collateral............................................................................18
       Section 4.2.        Deposit Account Agreements............................................................19
       Section 4.3.        Liens on Real Property................................................................20
       Section 4.4.        Guaranties............................................................................20
       Section 4.5.        Further Assurances....................................................................20

SECTION 5.                 DEFINITIONS; INTERPRETATION...........................................................20

       Section 5.1.        Definitions...........................................................................20
       Section 5.2.        Interpretation........................................................................35
       Section 5.3.        Change in Accounting Principles.......................................................35

SECTION 6.                 REPRESENTATIONS AND WARRANTIES........................................................36

       Section 6.1.        Organization and Qualification........................................................36
       Section 6.2.        Subsidiaries..........................................................................36
       Section 6.3.        Authority and Validity of Obligations.................................................37
</TABLE>

                                       -i-

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<TABLE>

<S>                      <C>                                                                                  <C>
       Section 6.4.        Use of Proceeds; Margin Stock.........................................................37
       Section 6.5.        Financial Reports.....................................................................37
       Section 6.6.        No Material Adverse Change............................................................38
       Section 6.7.        Full Disclosure.......................................................................38
       Section 6.8.        Trademarks, Franchises, and Licenses..................................................38
       Section 6.9.        Governmental Authority and Licensing..................................................38
       Section 6.10.       Good Title............................................................................38
       Section 6.11.       Litigation and Other Controversies....................................................39
       Section 6.12.       Taxes.................................................................................39
       Section 6.13.       Approvals.............................................................................39
       Section 6.14.       Affiliate Transactions................................................................39
       Section 6.15.       Investment Company; Public Utility Holding Company....................................39
       Section 6.16.       ERISA.................................................................................39
       Section 6.17.       Compliance with Laws..................................................................40
       Section 6.18.       Other Agreements......................................................................41
       Section 6.19.       Solvency..............................................................................41
       Section 6.20.       Pyramid Purchase Agreement............................................................41
       Section 6.21.       No Default............................................................................41

SECTION 7.                 CONDITIONS PRECEDENT..................................................................41

       Section 7.1.        All Credit Events.....................................................................42
       Section 7.2.        Initial Credit Event..................................................................42

SECTION 8.                 COVENANTS.............................................................................46

       Section 8.1.        Maintenance of Business...............................................................46
       Section 8.2.        Maintenance of Properties.............................................................46
       Section 8.3.        Taxes and Assessments.................................................................46
       Section 8.4.        Insurance.............................................................................46
       Section 8.5.        Financial Reports.....................................................................47
       Section 8.6.        Inspection............................................................................48
       Section 8.7.        Borrowings and Guaranties.............................................................49
       Section 8.8.        Liens.................................................................................49
       Section 8.9.        Investments, Acquisitions, Loans, and Advances........................................50
       Section 8.10.       Mergers, Consolidations and Sales.....................................................52
       Section 8.11.       Maintenance of Subsidiaries...........................................................53
       Section 8.12.       Dividends and Certain Other Restricted Payments.......................................53
       Section 8.13.       ERISA.................................................................................53
       Section 8.14.       Compliance with Laws..................................................................53
       Section 8.15.       Burdensome Contracts With Affiliates..................................................54
       Section 8.16.       No Changes in Fiscal Year.............................................................54
       Section 8.17.       Formation of Subsidiaries.............................................................55
       Section 8.18.       Change in the Nature of Business......................................................55
       Section 8.19.       Use of Loan Proceeds..................................................................55
       Section 8.20.       No Restrictions on Subsidiary Distributions...........................................55
       Section 8.21.       Net Worth.............................................................................55
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                      <C>                                                                                  <C>

       Section 8.22.       Total Funded Debt/EBITDA Ratio........................................................55
       Section 8.23.       Interest Coverage Ratio...............................................................55
       Section 8.24.       Capital Expenditures..................................................................56
       Section 8.25        Operating Leases......................................................................56
       Section 8.26.       Post-Closing Requirements.............................................................56

SECTION 9.                 EVENTS OF DEFAULT AND REMEDIES........................................................56

       Section 9.1.        Events of Default.....................................................................56
       Section 9.2.        Non-Bankruptcy Defaults...............................................................58
       Section 9.3.        Bankruptcy Defaults...................................................................59
       Section 9.4.        Collateral Account for Undrawn Letters of Credit and other Obligations................59
       Section 9.5.        Notice of Default.....................................................................60
       Section 9.6.        Expenses..............................................................................60

SECTION 10.                CHANGE IN CIRCUMSTANCES...............................................................60

       Section 10.1.       Change of Law.........................................................................60
       Section 10.2.       Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,
                               LIBOR.............................................................................60
       Section 10.3.       Increased Cost and Reduced Return.....................................................61
       Section 10.4.       Lending Offices.......................................................................62
       Section 10.5.       Discretion of Lender as to Manner of Funding..........................................62

SECTION 11.                THE ADMINISTRATIVE AGENT..............................................................63

       Section 11.1.       Appointment and Administrative Authorization of Administration Agent..................63
       Section 11.2.       Administrative Agent and its Affiliates...............................................63
       Section 11.3.       Action by Administrative Agent........................................................63
       Section 11.4.       Consultation with Experts.............................................................64
       Section 11.5.       Liability of Administrative Agent; Credit Decision....................................64
       Section 11.6.       Indemnity.............................................................................64
       Section 11.7.       Resignation of Administrative Agent and Successor Agent...............................65
       Section 11.8.       Hedging Arrangements..................................................................65
       Section 11.9.       Designation of Additional Agents......................................................65

SECTION 12.                THE GUARANTEES........................................................................66

       Section 12.1.       The Guarantees........................................................................66
       Section 12.2.       Guarantee Unconditional...............................................................66
       Section 12.3.       Discharge Only Upon Payment in Full; Reinstatement in Certain
                               Circumstances.....................................................................67
       Section 12.4.       Subrogation...........................................................................67
       Section 12.5.       Waivers...............................................................................68
       Section 12.6.       Limit on Recovery.....................................................................68
       Section 12.7.       Stay of Acceleration..................................................................68
</TABLE>

                                     -iii-
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<TABLE>
<S>                      <C>                                                                                  <C>

SECTION 13.                MISCELLANEOUS.........................................................................68

       Section 13.1.       Withholding Taxes.....................................................................68
       Section 13.2.       No Waiver, Cumulative Remedies........................................................69
       Section 13.3.       Non-Business Days.....................................................................69
       Section 13.4.       Documentary Taxes.....................................................................70
       Section 13.5.       Survival of Representations...........................................................70
       Section 13.6.       Survival of Indemnities...............................................................70
       Section 13.7.       Sharing of Set-Off....................................................................70
       Section 13.8.       Notices...............................................................................70
       Section 13.9.       Counterparts..........................................................................71
       Section 13.10.      Successors and Assigns................................................................71
       Section 13.11.      Participants..........................................................................71
       Section 13.12.      Assignments...........................................................................72
       Section 13.13.      Confidential Information..............................................................73
       Section 13.14.      Amendments............................................................................73
       Section 13.15.      Headings..............................................................................74
       Section 13.16.      Costs and Expenses; Indemnification...................................................74
       Section 13.17.      Set-off...............................................................................75
       Section 13.18.      Entire Agreement......................................................................75
       Section 13.19.      Governing Law.........................................................................75
       Section 13.20.      Severability of Provisions............................................................75
       Section 13.21.      Excess Interest.......................................................................75
       Section 13.22.      Construction..........................................................................76
       Section 13.23.      Lender's Obligations Several..........................................................76
       Section 13.24.      Submission to Jurisdiction; Waiver of Jury Trial......................................76
       Section 13.25.      Equalization of Revolving Loans and Commitments.......................................76
       Section 13.26.      Amendment and Restatement.............................................................77

EXHIBIT A                  -     Notice of Payment Request
EXHIBIT B                  -     Notice of Borrowing
EXHIBIT C                  -     Notice of Continuation/Conversion
EXHIBIT D-1                -     Revolving Note
EXHIBIT D-2                -     Swing Note
EXHIBIT D-3                -     Term Note
EXHIBIT E                  -     Compliance Certificate
EXHIBIT F                  -     Additional Guarantor Supplement
EXHIBIT G                  -     Assignment and Acceptance
SCHEDULE 1                 -     Commitments
SCHEDULE 6.2               -     Subsidiaries
SCHEDULE 6.8               -     Trademarks, Franchises, and Licenses
SCHEDULE 8.7/8.8           -     Permitted Indebtedness; Permitted Liens
SCHEDULE 8.9               -     Permitted Investments, Loans, and Advances in Foreign Subsidiaries
</TABLE>

                                      -iv-

<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT

         This Amended and Restated Credit Agreement is entered into as of
December 15, 2000, by and among The Lamson & Sessions Co., an Ohio corporation
(the "Borrower"), the Subsidiaries from time to time party to this Agreement, as
Guarantors, the several financial institutions from time to time party to this
Agreement, as Lenders, National City Bank, as Syndication Agent, Bank of
America, N.A., as Documentation Agent, and Harris Trust and Savings Bank, as
Administrative Agent, as provided herein. All capitalized terms used herein
without definition shall have the same meanings herein as such terms are defined
in Section 5.1 hereof.


                              PRELIMINARY STATEMENT

         The Borrower and the other parties set forth above have previously
entered into a certain Credit Agreement dated as of August 8, 2000, as amended
(the "Original Credit Agreement"). The Borrower has requested that the aggregate
commitments under the Original Credit Agreement be increased, a term loan be
extended to the Borrower, certain other amendments be made to the Original
Credit Agreement and, for the sake of clarity and convenience, that the Original
Credit Agreement be restated in its entirety as so amended, and the Lenders have
agreed to such requests on the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. THE CREDIT FACILITIES.

         Section 1.1. Revolving Credit Commitments. Subject to the terms and
conditions hereof, each Lender, by its acceptance hereof, severally agrees to
make a loan or loans (individually a "Revolving Loan" and collectively the
"Revolving Loans") in U.S. Dollars to the Borrower from time to time on a
revolving basis up to such Lender's Revolving Credit Commitment, subject to any
reductions thereof pursuant to the terms hereof, before the Revolving Credit
Termination Date. The sum of the aggregate principal amount of Revolving Loans,
Swing Loans, and L/C Obligations at any time outstanding shall not exceed the
Revolving Credit Commitments in effect at such time. Each Borrowing of Revolving
Loans shall be made ratably from the Lenders in proportion to their respective
Revolver Percentages. As provided in Section 1.6(a) hereof, the Borrower may
elect that each Borrowing of Revolving Loans be either Base Rate Loans or
Eurodollar Loans. Revolving Loans may be repaid and the principal amount thereof
reborrowed before the Revolving Credit Termination Date, subject to the terms
and conditions hereof.

         Section 1.2. Letters of Credit. (a) General Terms. Subject to the terms
and conditions hereof, as part of the Revolving Credit, the Administrative Agent
shall issue commercial or standby letters of credit (each a "Letter of Credit")
for the account of the Borrower or any of its Subsidiaries in an aggregate
undrawn face amount up to the amount of the L/C Commitment,

<PAGE>

provided that the aggregate L/C Obligations at any time outstanding shall not
exceed the difference between the Revolving Credit Commitments in effect at such
time and the aggregate principal amount of Revolving Loans and Swing Loans then
outstanding. Each Letter of Credit shall be issued in U.S. Dollars and shall be
issued by the Administrative Agent, but each Lender shall be obligated to
reimburse the Administrative Agent for such Lender's Revolver Percentage of the
amount of each drawing thereunder and, accordingly, each Letter of Credit shall
constitute usage of the Revolving Credit Commitment of each Lender pro rata in
an amount equal to its Revolver Percentage of the L/C Obligations then
outstanding.

         (b) Applications. At any time before the Revolving Credit Termination
Date, the Administrative Agent shall, at the request of the Borrower, issue one
or more Letters of Credit in U.S. Dollars, in a form satisfactory to the
Administrative Agent, with expiration dates no later than the earlier of (i) 12
months from the date of issuance (or be cancelable not later than 12 months from
the date of issuance and each renewal) (or such later date agreed to by the
Administrative Agent) or (ii) the Revolving Credit Termination Date, in an
aggregate face amount as set forth above, upon the receipt of an application
duly executed by the Borrower and, in the case of any Letter of Credit being
issued for the account of a Subsidiary, such Subsidiary for the relevant Letter
of Credit in the form then customarily prescribed by the Administrative Agent
for the Letter of Credit requested (each an "Application"). Notwithstanding
anything contained in any Application to the contrary: (i) the Borrower shall
pay fees in connection with each Letter of Credit as set forth in Section 2.1
hereof, (ii) except as otherwise provided in Section 1.10 hereof, before the
occurrence of an Event of Default, the Administrative Agent will not call for
the funding by the Borrower of any amount under a Letter of Credit before being
presented with a drawing thereunder, and (iii) if the Administrative Agent is
not timely reimbursed for the amount of any drawing under a Letter of Credit on
the date such drawing is paid, the obligation of the Borrower to reimburse the
Administrative Agent for the amount of such drawing shall bear interest (which
the Borrower hereby promises to pay) from and after the date such drawing is
paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus
the Base Rate from time to time in effect (computed on the basis of a year of
365 or 366 days, as the case may be, and the actual number of days elapsed). If
the Administrative Agent issues any Letter of Credit with an expiration date
that is automatically extended unless the Administrative Agent gives notice that
the expiration date will not so extend beyond its then scheduled expiration
date, the Administrative Agent will give such notice of non-renewal before the
time necessary to prevent such automatic extension if before such required
notice date: (i) the expiration date of such Letter of Credit if so extended
would be after the Revolving Credit Termination Date, (ii) the Revolving Credit
Commitments have been terminated, or (iii) a Default or an Event of Default
exists and the Required Lenders have given the Administrative Agent instructions
not to so permit the extension of the expiration date of such Letter of Credit.
The Administrative Agent agrees to issue amendments to the Letter(s) of Credit
increasing the amount, or extending the expiration date, thereof at the request
of the Borrower subject to the conditions of Section 7 hereof and the other
terms of this Section 1.2.

         (c) The Reimbursement Obligations. Subject to Section 1.2(b) hereof,
the obligation of the Borrower to reimburse the Administrative Agent for all
drawings under a Letter of Credit (a "Reimbursement Obligation") shall be
governed by the Application related to such Letter of Credit, except that
reimbursement shall be made by no later than 12:00 Noon (Chicago time) on



                                      -2-
<PAGE>

the date when each drawing is paid if the Borrower has been informed of such
drawing by the Administrative Agent on or before 11:30 a.m. (Chicago time) on
the date when such drawing is paid or, if notice of such drawing is given to the
Borrower after 11:30 a.m. (Chicago time) on the date when such drawing is paid,
by the end of such day, in immediately available funds at the Administrative
Agent's principal office in Chicago, Illinois or such other office as the
Administrative Agent may designate in writing to the Borrower. If the Borrower
does not make any such reimbursement payment on the date due and the
Participating Lenders fund their participations therein in the manner set forth
in Section 1.2(d) below, then all payments thereafter received by the
Administrative Agent in discharge of any of the relevant Reimbursement
Obligations shall be distributed in accordance with Section 1.2(d) below.

         (d) The Participating Interests. Each Lender (other than the Lender
then acting as Administrative Agent in issuing Letters of Credit), by its
acceptance hereof, severally agrees to purchase from the Administrative Agent,
and the Administrative Agent hereby agrees to sell to each such Lender (a
"Participating Lender"), an undivided percentage participating interest (a
"Participating Interest"), to the extent of its Revolver Percentage, in each
Letter of Credit issued by, and each Reimbursement Obligation owed to, the
Administrative Agent. Upon any failure by the Borrower to pay any Reimbursement
Obligation at the time required on the date the related drawing is paid, as set
forth in Section 1.2(c) above, or if the Administrative Agent is required at any
time to return to the Borrower or to a trustee, receiver, liquidator, custodian,
or other Person any portion of any payment of any Reimbursement Obligation, each
Participating Lender shall, not later than the Business Day it receives a
certificate in the form of Exhibit A hereto from the Administrative Agent to
such effect, if such certificate is received before 2:00 p.m. (Chicago time), or
not later than 2:00 p.m. (Chicago time) the following Business Day, if such
certificate is received after such time, pay to the Administrative Agent an
amount equal to such Participating Lender's Revolver Percentage of such unpaid
or recaptured Reimbursement Obligation together with interest on such amount
accrued from the date the related payment was made by the Administrative Agent
to the date of such payment by such Participating Lender at a rate per annum
equal to: (i) from the date the related payment was made by the Administrative
Agent to the date 2 Business Days after payment by such Participating Lender is
due hereunder, the Federal Funds Rate for each such day, and (ii) from the date
2 Business Days after the date such payment is due from such Participating
Lender to the date such payment is made by such Participating Lender, the Base
Rate in effect for each such day. Each such Participating Lender shall
thereafter be entitled to receive its Revolver Percentage of each payment
received in respect of the relevant Reimbursement Obligation and of interest
paid thereon, with the Administrative Agent retaining its Revolver Percentage as
a Lender hereunder.

         The several obligations of the Participating Lenders to the
Administrative Agent under this Section 1.2 shall be absolute, irrevocable, and
unconditional under any and all circumstances whatsoever and shall not be
subject to any set-off, counterclaim, or defense to payment which any
Participating Lender may have or have had against the Borrower, the
Administrative Agent, any other Lender, or any other Person whatsoever. Without
limiting the generality of the foregoing, such obligations shall not be affected
by any Default or Event of Default or by any reduction or termination of any
Commitment of any Lender, and each payment by a Participating Lender under this
Section 1.2 shall be made without any offset, abatement, withholding, or
reduction whatsoever. The Administrative Agent shall be entitled to offset
amounts received for


                                      -3-
<PAGE>

the account of a Lender under this Agreement against unpaid amounts due from
such Lender to the Administrative Agent hereunder (whether as fundings of
participations, indemnities, or otherwise), but shall not be entitled to offset
against amounts owed to the Administrative Agent by any Lender arising outside
of this Agreement.

         (e) Indemnification. The Participating Lenders shall, to the extent of
their respective Revolver Percentages, indemnify the Administrative Agent (to
the extent not reimbursed by the Borrower) against any cost, expense (including
reasonable counsel fees and disbursements), claim, demand, action, loss, or
liability (except such as result from the Administrative Agent's gross
negligence or willful misconduct) that the Administrative Agent may suffer or
incur in connection with any Letter of Credit. The obligations of the
Participating Lenders under this Section 1.2(e) and all other parts of this
Section 1.2 shall survive termination of this Agreement and of all Applications,
Letters of Credit, and all drafts and other documents presented in connection
with drawings thereunder.

         Section 1.3. Term Loan Commitments. Subject to the terms and conditions
hereof, each Lender, by its acceptance hereof, severally agrees to make a loan
(individually a "Term Loan" and collectively for all the Lenders the "Term
Loans") in U.S. Dollars to the Borrower in the amount of such Lender's Term Loan
Commitment. The Term Loans shall be made, if at all, on the Effective Date, at
which time the Term Loan Commitments shall expire; provided, however, if the
Effective Date shall not have occurred by January 16, 2001, the Term Loan
Commitments shall expire. The Term Loans shall be advanced in a single Borrowing
and shall be made ratably by the Lenders in proportion to their respective Term
Percentages. As provided in Section 1.6(a) hereof, the Borrower may elect that
the Term Loans be outstanding as Base Rate Loans or Eurodollar Loans. No amount
repaid or prepaid on any Term Loan may be borrowed again.

         Section 1.4. Applicable Interest Rates. (a) Base Rate Loans. Each Base
Rate Loan made or maintained by a Lender shall bear interest during each
Interest Period it is outstanding (computed on the basis of a year of 365 or 366
days, as the case may be, and the actual days elapsed) on the unpaid principal
amount thereof from the date such Loan is advanced, continued, or created by
conversion from a Eurodollar Loan until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable Margin plus
the Base Rate from time to time in effect, payable on the last day of its
Interest Period and at maturity (whether by acceleration or otherwise).

         "Base Rate" means for any day the greater of: (i) the rate of interest
announced or otherwise established by the Administrative Agent from time to time
as its prime commercial rate as in effect on such day, with any change in the
Base Rate resulting from a change in said prime commercial rate to be effective
as of the date of the relevant change in said prime commercial rate (it being
acknowledged and agreed that such rate may not be the Administrative Agent's
best or lowest rate); and (ii) the sum of (x) the rate determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the rates per annum quoted to the Administrative
Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is
practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at
face value of Federal funds in the


                                      -4-
<PAGE>

secondary market in an amount equal or comparable to the principal amount owed
to the Administrative Agent for which such rate is being determined, plus (y)
1/2 of 1%.

         (b) Eurodollar Loans. Each Eurodollar Loan made or maintained by a
Lender shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of 360 days and actual days elapsed) on the
unpaid principal amount thereof from the date such Loan is advanced, continued,
or created by conversion from a Base Rate Loan until maturity (whether by
acceleration or otherwise) at a rate per annum equal to the sum of the
Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period,
payable on the last day of the Interest Period and at maturity (whether by
acceleration or otherwise), and, if the applicable Interest Period is longer
than three months, on each day occurring every three months after the
commencement of such Interest Period.

         "Adjusted LIBOR" means, for any Borrowing of Eurodollar Loans, a rate
per annum determined in accordance with the following formula:

         Adjusted LIBOR    =                   LIBOR
                                 -----------------------------------
                                 1 - Eurodollar Reserve Percentage

         "LIBOR" means, for an Interest Period for a Borrowing of Eurodollar
Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic
average of the rates of interest per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately
available funds are offered to the Administrative Agent at 11:00 a.m. (London,
England time) 2 Business Days before the beginning of such Interest Period by 3
or more major banks in the interbank eurodollar market selected by the
Administrative Agent for delivery on the first day of and for a period equal to
such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made by the Administrative Agent
as part of such Borrowing.

         "LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for deposits in U.S. Dollars for a period equal to such
Interest Period, which appears on the Telerate Page 3750 as of 11:00 a.m.
(London, England time) on the day 2 Business Days before the commencement of
such Interest Period.

         "Telerate Page 3750" means the display designated as "Page 3750" on the
Dow Jones Telerate Service (or such other page as may replace Page 3750 on that
service or such other service as may be nominated by the British Bankers'
Association as the information vendor for the purpose of displaying British
Bankers' Association Interest Settlement Rates for U.S. Dollar deposits).

         "Eurodollar Reserve Percentage" means, for any Borrowing of Eurodollar
Loans, the daily average for the applicable Interest Period of the maximum rate,
expressed as a decimal, at which reserves (including, without limitation, any
supplemental, marginal, and emergency reserves) are imposed during such Interest
Period by the Board of Governors of the Federal


                                      -5-
<PAGE>

Reserve System (or any successor) on "eurocurrency liabilities", as defined in
such Board's Regulation D (or in respect of any other category of liabilities
that includes deposits by reference to which the interest rate on Eurodollar
Loans is determined or any category of extensions of credit or other assets that
include loans by non-United States offices of any Lender to United States
residents), subject to any amendments of such reserve requirement by such Board
or its successor, taking into account any transitional adjustments thereto. For
purposes of this definition, the Eurodollar Loans shall be deemed to be
"eurocurrency liabilities" as defined in Regulation D without benefit or credit
for any prorations, exemptions, or offsets under Regulation D.

         (c) Swing Loans. Each Swing Loan shall bear interest as provided in
Section 1.7(b) hereof.

         (d) Rate Determinations. The Administrative Agent shall determine each
interest rate applicable to the Loans and the Reimbursement Obligations
hereunder, and its determination thereof shall be conclusive and binding except
in the case of manifest error.

         Section 1.5. Minimum Borrowing Amounts. Each Borrowing of Base Rate
Loans advanced under a Credit shall be in an amount not less than $1,000,000 or
such greater amount which is an integral multiple of $1,000,000. Each Borrowing
of Eurodollar Loans advanced, continued, or converted under a Credit shall be in
an amount equal to $5,000,000 or such greater amount which is an integral
multiple of $1,000,000. Without the Administration Agent's consent, there shall
not be more than 12 Borrowings of Eurodollar Loans outstanding under the Credits
at any one time.

         Section 1.6. Manner of Borrowing Loans and Designating Applicable
Interest Rates. (a) Notice to the Administrative Agent. The Borrower shall give
notice to the Administrative Agent by no later than 10:00 a.m. (Chicago time):
(i) at least 3 Business Days before the date on which the Borrower requests the
Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the date the
Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The
Loans included in each Borrowing shall bear interest initially at the type of
rate specified in such notice of a new Borrowing. Thereafter, the Borrower may
from time to time elect to change or continue the type of interest rate borne by
each Borrowing or, subject to Section 1.5's minimum amount requirement for each
outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is
of Eurodollar Loans, on the last day of the Interest Period applicable thereto,
the Borrower may continue part or all of such Borrowing as Eurodollar Loans or
convert part or all of such Borrowing into Base Rate Loans, or (ii) if such
Borrowing is of Base Rate Loans, on any Business Day, the Borrower may request
to convert all or part of such Borrowing into Eurodollar Loans for an Interest
Period or Interest Periods specified by the Borrower. The Borrower shall give
all such notices requesting the advance, continuation, or conversion of a
Borrowing to the Administrative Agent by telephone or telecopy (which notice
shall be irrevocable once given and, if by telephone, shall be promptly
confirmed in writing), substantially in the form attached hereto as Exhibit B
(Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as
applicable, or in such other form acceptable to the Administrative Agent.
Notices of the continuation of a Borrowing of Eurodollar Loans for an additional
Interest Period or of Base Rate Loans into Eurodollar Loans must be given by no
later

                                      -6-
<PAGE>

than 10:00 a.m. (Chicago time) at least 3 Business Days before the date of the
requested continuation or conversion. All such notices concerning the advance,
continuation, or conversion of a Borrowing shall specify the date of the
requested advance, continuation, or conversion of a Borrowing (which shall be a
Business Day), the amount of the requested Borrowing to be advanced, continued,
or converted, the type of Loans to comprise such new, continued, or converted
Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the
Interest Period applicable thereto. The Borrower agrees that the Administrative
Agent may rely on any such telephonic or telecopy notice given by any person the
Administrative Agent in good faith believes is an Authorized Representative
without the necessity of independent investigation, and in the event any such
notice by telephone conflicts with any written confirmation, such telephonic
notice shall govern if the Administrative Agent has acted in reliance thereon.

         (b) Notice to the Lenders. The Administrative Agent shall give prompt
telephonic or telecopy notice to each Lender of any notice from the Borrower
received pursuant to Section 1.6(a) above and, if such notice requests the
Lenders to make Eurodollar Loans, the Administrative Agent shall give notice to
the Borrower and each Lender by like means of the interest rate applicable
thereto promptly after the Administrative Agent has made such determination.

         (c) Borrower's Failure to Notify; Automatic Continuations and
Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be
continued for an additional Interest Period on the last day of its then current
Interest Period unless the Borrower has notified the Administrative Agent within
the period required by Section 1.6(a) that the Borrower intends to convert such
Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans
or such Borrowing is prepaid in accordance with Section 1.10(a). If the Borrower
fails to give notice pursuant to Section 1.6(a) above of the continuation or
conversion of any outstanding principal amount of a Borrowing of Eurodollar
Loans before the last day of its then current Interest Period within the period
required by Section 1.6(a) or, whether or not such notice has been given, one or
more of the conditions set forth in Section 7.1 for the continuation or
conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such
Borrowing is not prepaid in accordance with Section 1.10(a), such Borrowing
shall automatically be converted into a Borrowing of Base Rate Loans.

         (d) Disbursement of Loans. Not later than 12:00 Noon (Chicago time) on
the date of any requested advance of a new Borrowing, subject to Section 7
hereof, each Lender shall make available its Loan comprising part of such
Borrowing in funds immediately available at the principal office of the
Administrative Agent in Chicago, Illinois. The Administrative Agent shall make
the proceeds of each new Borrowing available to the Borrower at the
Administrative Agent's principal office in Chicago, Illinois (or by wire
transfer of funds pursuant to the Borrower's written instructions to the
Administrative Agent).

         (e) Administrative Agent Reliance on Lender Funding. Unless the
Administrative Agent shall have been notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 12:00 Noon Chicago time on) the date
on which such Lender is scheduled to make payment to the Administrative Agent of
the proceeds of a Loan (which notice shall be effective


                                      -7-
<PAGE>

upon receipt) that such Lender does not intend to make such payment, the
Administrative Agent may assume that such Lender has made such payment when due
and the Administrative Agent may in reliance upon such assumption (but shall not
be required to) make available to the Borrower the proceeds of the Loan to be
made by such Lender and, if any Lender has not in fact made such payment to the
Administrative Agent, such Lender shall, on demand, pay to the Administrative
Agent the amount made available to the Borrower attributable to such Lender
together with interest thereon in respect of each day during the period
commencing on the date such amount was made available to the Borrower and ending
on (but excluding) the date such Lender pays such amount to the Administrative
Agent at a rate per annum equal to (i) from the date the related advance was
made by the Administrative Agent to the date 2 Business Days after payment by
such Lender is due hereunder, the Federal Funds Rate for each such day, and (ii)
from the date 2 Business Days after the date such payment is due from such
Lender to the date such payment is made by such Lender, the Base Rate in effect
for each such day. If such amount is not received from such Lender by the
Administrative Agent immediately upon demand, the Borrower will, on demand,
repay to the Administrative Agent the proceeds of the Loan attributable to such
Lender with interest thereon at a rate per annum equal to the interest rate
applicable to the relevant Loan, but without such payment being considered a
payment or prepayment of a Loan under Section 1.13 hereof, so that the Borrower
will have no liability under such Section with respect to such payment.

         Section 1.7. Swing Loans. (a) Generally. Subject to all of the terms
and conditions hereof, the Administrative Agent agrees to make loans to the
Borrower under the Swing Line (individually a "Swing Loan" and collectively the
"Swing Loans") which shall not in the aggregate at any time outstanding exceed
the lesser of (i) $7,500,000 (as the same may be reduced pursuant hereto, the
"Swing Line Commitment") or (ii) the difference between the Revolving Credit
Commitments in effect at such time and the aggregate amount of all Revolving
Loans and L/C Obligations outstanding at the time of computation. Subject to the
terms and conditions hereof, Swing Loans may be repaid and the principal amount
thereof reborrowed before the Revolving Credit Termination Date; provided that
each Swing Loan must be repaid on the last day of the Interest Period applicable
thereto. Each Swing Loan shall be in a minimum amount of $250,000 or such
greater amount which is an integral multiple of $100,000.

         (b) Interest on Swing Loans. Each Swing Loan shall bear interest until
maturity (whether by acceleration or otherwise) at a rate per annum equal to (i)
the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under
the Revolving Credit as from time to time in effect (computed on the basis of a
year of 365 or 366 days, as the case may be, for the actual number of days
elapsed) or (ii) if accepted by the Borrower pursuant to Section 1.7(c) below,
the Administrative Agent's Quoted Rate (computed on the basis of a year of 360
days for the actual number of days elapsed). Interest on each Swing Loan shall
be due and payable on the last day of each Interest Period applicable thereto.

         (c) Requests for Swing Loans. The Borrower shall give the
Administrative Agent prior notice (which may be written or oral) no later than
12:00 Noon (Chicago time) on the date upon which a Borrower requests that any
Swing Loan be made, of the amount and date of such Swing Loan, and the Interest
Period requested therefor. Within 30 minutes after receiving such notice, the
Administrative Agent shall quote an interest rate to the Borrower at which the
Administrative

                                      -8-
<PAGE>
Agent would be willing to make such Swing Loan available to the Borrower for
the Interest Period so requested (the rate so quoted for a given Interest Period
being herein referred to as "Administrative Agent's Quoted Rate"). The Borrower
acknowledges and agrees that the interest rate quote is given for immediate and
irrevocable acceptance, and if the Borrower does not so immediately accept the
Administrative Agent's Quoted Rate for the full amount requested by the Borrower
for such Swing Loan, the Administrative Agent's Quoted Rate shall be deemed
immediately withdrawn and such Swing Loan shall bear interest as provided in
Section 1.7(b)(i) above. Subject to all of the terms and conditions hereof, the
proceeds of such Swing Loan shall be made available to the Borrower on the date
so requested at the offices of the Administrative Agent in Chicago, Illinois (or
by wire transfer of funds pursuant to the written instructions of the Borrower
to the Administrative Agent). Anything contained in the foregoing to the
contrary notwithstanding (i) the obligation of the Administrative Agent to make
Swing Loans shall be subject to all of the terms and conditions of this
Agreement and (ii) the Administrative Agent shall not be obligated to make more
than one Swing Loan during any one day.

         (d) Refunding Loans. In its sole and absolute discretion, the
Administrative Agent may at any time, on behalf of the Borrower (which hereby
irrevocably authorizes the Administrative Agent to act on its behalf for such
purpose) and with notice to the Borrower, request each Lender to make a
Revolving Loan in the form of a Base Rate Loan in an amount equal to such
Lender's Revolver Percentage of the amount of the Swing Loans outstanding on the
date such notice is given, provided that the Borrower shall not be liable to the
Administrative Agent under Section 1.13 hereof as a result of any such required
refunding of Swing Loans that bear interest at the Administrative Agent's Quoted
Rate on a date other than the last day of the Interest Period relating thereto.
Unless any of the conditions of Section 7.1 are not fulfilled on such date, each
Lender shall make the proceeds of its requested Revolving Loan available to the
Administrative Agent, in immediately available funds, at the Administrative
Agent's principal office in Chicago, Illinois, before 12:00 Noon (Chicago time)
on the Business Day following the day such notice is given. The proceeds of such
Borrowing of Revolving Loans shall be immediately applied to repay the
outstanding Swing Loans.

         (e) Participations. If any Lender refuses or otherwise fails to make a
Revolving Loan when requested by the Administrative Agent pursuant to Section
1.7(d) above (because the conditions in Section 7.1 are not satisfied or
otherwise), such Lender will, by the time and in the manner such Revolving Loan
was to have been funded to the Administrative Agent, purchase from the
Administrative Agent an undivided participating interest in the outstanding
Swing Loans in an amount equal to its Revolver Percentage of the aggregate
principal amount of Swing Loans that were to have been repaid with such
Revolving Loans. Each Lender that so purchases a participation in a Swing Loan
shall thereafter be entitled to receive its Revolver Percentage of each payment
of principal received on the Swing Loan and of interest received thereon
accruing from the date such Lender funded to the Administrative Agent its
participation in such Loan. The several obligations of the Lenders under this
Section 1.7(e) shall be absolute, irrevocable and unconditional under any and
all circumstances whatsoever and shall not be subject to any set-off,
counterclaim or defense to payment which any Lender may have or have had against
the Borrower, any other Lender or any other Person whatever. Without limiting
the generality of the foregoing, such obligations shall not be affected by any
Default or Event of Default or by any reduction or termination of the
Commitments of any Lender, and each payment made by a


                                      -9-
<PAGE>

Lender under this Section 1.7(e) shall be made without any offset, abatement,
withholding or reduction whatsoever.

         Section 1.8. Interest Periods. As provided in Section 1.6(a) and 1.7(a)
hereof, at the time of each request to advance, continue, or create by
conversion a Borrowing of Eurodollar Loans or Swing Loans, the Borrower shall
select an Interest Period applicable to such Loans from among the available
options. The term "Interest Period" means the period commencing on the date a
Borrowing of Loans is advanced, continued, or created by conversion and ending:
(a) in the case of Base Rate Loans, on the last day of the calendar month in
which such Borrowing is advanced, continued, or created by conversion (or on the
last day of the following calendar month if such Loan is advanced, continued, or
created by conversion on the last day of a calendar month), (b) in the case of a
Eurodollar Loan, 1, 2, 3, or 6 months thereafter, and (c) in the case of a Swing
Loan, on the date 1 to 7 days thereafter as mutually agreed by the Borrower and
the Administrative Agent; provided, however, that:

                   (a) any Interest Period for a Borrowing of Revolving Loans
         consisting of Base Rate Loans that otherwise would end after the
         Revolving Credit Termination Date shall end on the Revolving Credit
         Termination Date, and any Interest Period for a Borrowing of Term Loans
         consisting of Base Rate Loans that otherwise would end after the final
         maturity date of the Term Loans shall end on the final maturity date of
         the Term Loans;

                   (b) no Interest Period with respect to any portion of the
         Term Loans shall extend beyond the final maturity date of the Term
         Loans, and no Interest Period with respect to any portion of the
         Revolving Loans or Swing Loans shall extend beyond the Revolving Credit
         Termination Date;

                   (c) no Interest Period with respect to any portion of the
         Term Loans consisting of Eurodollar Loans shall extend beyond a date on
         which the Borrower is required to make a scheduled payment of principal
         on the Term Loans, unless the sum of (i) the aggregate principal amount
         of Term Loans that are Base Rate Loans, plus (ii) the aggregate
         principal amount of Term Loans that are Eurodollar Loans with Interest
         Periods expiring on or before such date equals or exceeds the principal
         amount to be paid on the Term Loans on such payment date;

                   (d) whenever the last day of any Interest Period would
         otherwise be a day that is not a Business Day, the last day of such
         Interest Period shall be extended to the next succeeding Business Day,
         provided that, if such extension would cause the last day of an
         Interest Period for a Borrowing of Eurodollar Loans to occur in the
         following calendar month, the last day of such Interest Period shall be
         the immediately preceding Business Day; and

                   (e) for purposes of determining an Interest Period for a
         Borrowing of Eurodollar Loans, a month means a period starting on one
         day in a calendar month and ending on the numerically corresponding day
         in the next calendar month; provided, however, that if there is no
         numerically corresponding day in the month in which such an


                                      -10-
<PAGE>

         Interest Period is to end or if such an Interest Period begins on the
         last Business Day of a calendar month, then such Interest Period shall
         end on the last Business Day of the calendar month in which such
         Interest Period is to end.

         Section 1.9. Maturity of Loans. (a) Revolving Loans. Each Revolving
Loan shall mature and become due and payable by the Borrower on the Revolving
Credit Termination Date.

         (b) Swing Loans. Each Swing Loan shall mature and become due and
payable by the Borrower on the last day of the Interest Period applicable
thereto.

         (c) Scheduled Payments of Term Loans. The Borrower shall make principal
payments on the Term Loans in installments on the last day of each March, June,
September, and December in each year, commencing with the calendar quarter
ending September 30, 2001, with the amount of each such installment to equal the
amount set forth in Column B below shown opposite of the relevant due date as
set forth in Column A below:

              COLUMN A                                COLUMN B

                                                SCHEDULED PRINCIPAL
            PAYMENT DATE                       PAYMENT ON TERM LOANS

              09/30/01                                 $3,500,000

              12/31/01                                 $3,500,000

              03/31/02                                 $2,000,000

              06/30/02                                 $2,000,000

              09/30/02                                 $3,500,000

              12/31/02                                 $3,500,000

              03/31/03                                 $2,000,000

              06/30/03                                 $2,000,000

              09/30/03                                 $3,500,000

              12/31/03                                 $3,500,000

              03/31/04                                 $2,000,000

              06/30/04                                 $2,000,000

              09/30/04                                 $3,500,000

              12/31/04                                 $3,500,000

              03/31/05                                 $2,000,000

              06/30/05                                 $2,000,000

              08/08/05                                 $4,500,000


                                      -11-
<PAGE>

it being agreed that the final payment of both principal and interest not
sooner paid on the Term Loans shall be due and payable on August 8, 2005, the
final maturity thereof. The Administrative Agent shall apply each such principal
payment to the Lenders holding the Term Loans pro rata based upon their Term
Percentages.

        Section 1.10. Prepayments. (a) Optional. The Borrower shall have the
privilege of prepaying Loans in whole or in part (but, if in part, then: (i) in
an amount not less than $1,000,000, and (ii) in an amount such that the minimum
amount required for a Borrowing pursuant to Section 1.5 and 1.7 hereof remains
outstanding) any Borrowing upon notice delivered to the Administrative Agent by
the Borrower no later than 10:00 a.m. (Chicago time) on the date of prepayment,
such prepayment to be made by the payment of the principal amount to be prepaid
and, in the case of any Eurodollar Loan or any Swing Loans bearing interest at
the Administrative Agent's Quoted Rate, accrued interest thereon to the date of
prepayment plus any amounts due under Section 1.13 hereof.

         (b) Mandatory. (i) The Borrower shall, on each date the Revolving
Credit Commitments are reduced pursuant to Section 1.14 hereof, prepay the
Revolving Loans and Swing Loans and, if necessary, prefund the L/C Obligations
by the amount, if any, necessary to reduce the sum of the aggregate principal
amount of Revolving Loans, Swing Loans, and L/C Obligations then outstanding to
the amount to which the Revolving Credit Commitments have been so reduced with
each such prepayment first to be applied to the Swing Loans until payment in
full thereof, then to the Revolving Loans until payment in full thereof, with
any remaining balance to be held by the Administrative Agent as collateral
security for the L/C Obligations.

        (ii) If after the Effective Date the Borrower shall issue new equity
securities (whether common stock, preferred stock, or otherwise), the Borrower
shall promptly notify the Administrative Agent of the estimated Net Cash
Proceeds of such issuance to be received by or for the account of the Borrower
in respect thereof. Promptly upon, and in no event later than the Business Day
after, receipt by the Borrower of Net Cash Proceeds of such issuance, the
Borrower shall prepay the Term Loans in an aggregate amount equal to 50% of the
amount of such Net Cash Proceeds. Notwithstanding the foregoing, the Borrower
shall not be required to make a prepayment in connection with the issuance of
new equity securities to the corporate officers or the board of directors of the
Borrower or any of its Subsidiaries.

       (iii) If the Borrower or any Subsidiary shall at any time or from time to
time make or agree to make a Disposition or shall suffer an Event of Loss
resulting in Net Cash Proceeds in excess of $1,000,000 on a cumulative basis in
any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the
Administrative Agent of such proposed Disposition or Event of Loss (including
the amount of the estimated Net Cash Proceeds to be received by the Borrower or
such Subsidiary in respect thereof), and (y) promptly upon, and in no event
later than the second Business Day after, receipt by the Borrower or the
Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the
Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the
amount of such Net Cash Proceeds in excess of $1,000,000 (the "Excess Net Cash
Proceeds"); provided that, in the case of each Disposition and Event of Loss, if
the Borrower states in its notice of such event that the Borrower or the
applicable Subsidiary intends to reinvest, within 180 days of the applicable
Disposition or


                                      -12-
<PAGE>

receipt of Net Cash Proceeds from an Event of Loss, the Excess Net Cash Proceeds
thereof in assets of the kind then used or usable in the business of the
Borrower or any of its Subsidiaries, then so long as no Default or Event of
Default exists, the Borrower shall not be required to make a mandatory
prepayment of Term Loans under this Section in respect of such Excess Net Cash
Proceeds to the extent such Excess Net Cash Proceeds are actually reinvested in
such replacement assets within such 180 day period. Promptly after the end of
such 180 day period, the Borrower shall notify the Administrative Agent whether
the Borrower or such Subsidiary has reinvested such Excess Net Cash Proceeds in
such replacement assets, and to the extent such Excess Net Cash Proceeds have
not been so reinvested, the Borrower shall promptly prepay the Term Loans as set
forth above in the amount of such Excess Net Cash Proceeds not so reinvested. If
a Default or Event of Default exists or if the Required Lenders so request, all
proceeds of such Disposition or Event of Loss shall be deposited with the
Administrative Agent and held by it in the Collateral Account. So long as no
Default or Event of Default exists, the Administrative Agent is authorized to
disburse amounts representing such proceeds from the Collateral Account to or at
the Borrower's direction for application to or reimbursement for the costs of
replacing, rebuilding or restoring of such Property.

        (iv) Unless the Borrower otherwise directs, prepayments of Loans under
this Section 1.10(b) shall be applied first to Borrowings of Base Rate Loans
until payment in full thereof, then to Borrowings of Eurodollar Loans in the
order in which their Interest Periods expire. Each prepayment of Loans under
this Section 1.10(b) shall be made by the payment of the principal amount to be
prepaid and accrued interest thereon to the date of prepayment together with any
amounts due the Lenders under Section 1.13 hereof. Each prefunding of L/C
Obligations shall be made in accordance with Section 9.4 hereof.

         Notwithstanding the foregoing, unless an Event of Default has occurred
and is continuing in the event that the making of any prepayment required by
this Section 1.10 of any Eurodollar Loans would result in an obligation on the
part of the Borrower to make a breakage payment in respect thereof pursuant to
Section 1.13 hereof, the Borrower may, upon notice to the Administrative Agent,
pledge and deposit with the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, cash in the amount of the required
prepayment pursuant to documentation satisfactory to Administrative Agent. The
cash shall be maintained in a cash collateral account maintained by the
Administrative Agent. Such cash shall be applied to the outstanding Eurodollar
Loans in the order in which their Interest Periods expire. The Borrower hereby
grants to the Administrative Agent for the benefit of the Administrative Agent
and the Lenders a security interest in all such cash balances.

         (c) The Administrative Agent will promptly advise each Lender of any
notice of prepayment it receives from the Borrower. Any amount of Revolving
Loans and Swing Loans paid or prepaid before the Revolving Credit Termination
Date may, subject to the terms and conditions of this Agreement, be borrowed,
repaid, and borrowed again. No amount of the Term Loans paid or prepaid may be
reborrowed and each such prepayment shall be applied to the Term Loans in the
reverse order of maturity.

        Section 1.11. Default Rate. Notwithstanding anything to the contrary
contained in Section 1.5 hereof, while any Event of Default exists or after
acceleration, the Borrower shall

                                      -13-
<PAGE>

pay interest (after as well as before entry of judgment thereon to the extent
permitted by law) on the principal amount of all Loans owing by it at a rate per
annum equal to:

                   (a) for any Base Rate Loan or any Swing Loan bearing interest
         based on the Base Rate, the sum of 2% plus the Applicable Margin plus
         the Base Rate from time to time in effect (computed on the basis of a
         year of 365 or 366 days, as the case may be, for the actual number of
         days elapsed); and

                   (b) for any Eurodollar Loan or any Swing Loan bearing
         interest at the Administrative Agent's Quoted Rate, the sum of 2% plus
         the rate of interest in effect thereon at the time of such default
         until the end of the Interest Period applicable thereto (computed on
         the basis of a year of 360 days for the actual number of days elapsed)
         and, thereafter, at a rate per annum equal to the sum of 2% plus the
         Applicable Margin for Base Rate Loans plus the Base Rate from time to
         time in effect (computed on the basis of a year of 365 or 366 days, as
         the case may be, for the actual number of days elapsed).

While any Event of Default exists or after acceleration, interest shall continue
to be due and payable at the times required by Sections 1.4 and 1.7 hereof and,
in addition, such interest shall also be paid on demand of the Administrative
Agent (acting at the request or with the consent of the Required Lenders).

        Section 1.12. The Notes. (a) The Revolving Loans made to the Borrower by
a Lender shall be evidenced by a single promissory note of the Borrower issued
to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is
hereinafter referred to as a "Revolving Note" and collectively such promissory
notes are referred to as the "Revolving Notes."

         (b) The Swing Loans made to the Borrower by the Administrative Agent
shall be evidenced by a single promissory note of the Borrower issued to the
Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is
hereinafter referred to as the "Swing Note."

         (c) The Term Loan made to the Borrower by a Lender shall be evidenced
by a single promissory note of the Borrower issued to such Lender in the form of
Exhibit D-3 hereto. Each such promissory note is hereinafter referred to as a
"Term Note" and collectively such promissory notes are referred to as the "Term
Notes."

         (d) The Administrative Agent and each Lender shall record on its books
and records or on a schedule to its appropriate Note the amount of each Loan
advanced, continued, or converted by it, all payments of principal and interest
and the principal balance from time to time outstanding thereon, the type of
such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and
the interest rate applicable thereto. The record thereof, whether shown on such
books and records of the Administrative Agent or a Lender or on a schedule to
the relevant Note, shall be prima facie evidence as to all such matters;
provided, however, that the failure of the Administrative Agent or any Lender to
record any of the foregoing or any error in any such record shall not limit or
otherwise affect the obligation of the Borrower to repay all Loans made to it
hereunder together with accrued interest thereon. At the request of the
Administrative



                                      -14-
<PAGE>

Agent or any Lender and upon the Administrative Agent or such Lender tendering
to the Borrower the appropriate Note to be replaced, the Borrower shall furnish
a new Note to such Lender to replace any outstanding Note, and at such time the
first notation appearing on a schedule on the reverse side of, or attached to,
such Note shall set forth the aggregate unpaid principal amount of all Loans, if
any, then outstanding thereon.

        Section 1.13. Funding Indemnity. If any Lender shall incur any loss,
cost, or expense (including, without limitation, any loss of profit, and any
loss, cost, or expense incurred by reason of the liquidation or re-employment of
deposits or other funds acquired by such Lender to fund or maintain any
Eurodollar Loan or Swing Loan bearing interest at the Administrative Agent's
Quoted Rate or the relending or reinvesting of such deposits or amounts paid or
prepaid to such Lender) as a result of:

                  (a) any payment, prepayment or conversion of a Eurodollar Loan
         or Swing Loan on a date other than the last day of its Interest Period,

                  (b) any failure (because of a failure to meet the conditions
         of Section 7 or otherwise) by the Borrower to borrow or continue a
         Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a
         Eurodollar Loan or Swing Loan, on the date specified in a notice given
         pursuant to Section 1.6(a) or 1.7(c),

                  (c) any failure by the Borrower to make any payment of
         principal on any Eurodollar Loan or Swing Loan when due (whether by
         acceleration or otherwise), or

                  (d) any acceleration of the maturity of a Eurodollar Loan or
         Swing Loan as a result of the occurrence of any Event of Default
         hereunder,

then, upon the demand of such Lender, the Borrower shall pay to such Lender
within 15 days after demand by such Lender (which demand shall be accompanied by
the certificate referred to below) such amount as will reimburse such Lender for
such loss, cost, or expense. If any Lender makes such a claim for compensation,
it shall provide to the Borrower, with a copy to the Administrative Agent, a
certificate setting forth the amount of such loss, cost, or expense in
reasonable detail and the amounts shown on such certificate shall be conclusive
if reasonably determined.

        Section 1.14. Commitment Terminations. (a) Optional Revolving Credit
Terminations. The Borrower shall have the right at any time and from time to
time, upon 5 Business Days' prior written notice to the Administrative Agent, to
terminate the Revolving Credit Commitments without premium or penalty and in
whole or in part, any partial termination to be (i) in an amount not less than
$5,000,000, and (ii) allocated ratably among the Lenders in proportion to their
respective Revolver Percentages. Any termination of the Revolving Credit
Commitments below the L/C Commitment or the Swing Line Commitment shall reduce
the L/C Commitment and the Swing Line Commitment, as applicable, by a like
amount. The Administrative Agent shall give prompt notice to each Lender of any
such reduction or termination of the Revolving Credit Commitments.


                                      -15-
<PAGE>

         (b) Mandatory Termination Upon a Change of Control. After the
occurrence of a Change of Control, the Required Lenders may, by written notice
to the Borrower at any time on or before the date occurring 90 days after the
date the Borrower notifies the Lenders of such Change of Control, terminate the
remaining Commitments and all other obligations of the Lenders hereunder on the
date stated in such notice (which may be any date that is not less than 30 days
following the date of such notice). On the date the Commitments are so
terminated, all outstanding Obligations (including, without limitation, all
principal of and accrued interest on the Notes) shall forthwith be due and
payable without further demand, presentment, protest, or notice of any kind and
the Borrower shall immediately pay to the Lenders the full amount then available
for drawing under each Letter of Credit, such amount to be held in the
Collateral Account (the Borrower agreeing to immediately make such payment on
the date the Commitments are so terminated and acknowledging and agreeing that
the Lenders would not have an adequate remedy at law for the failure by the
Borrower to honor any such demand and that the Lenders, and the Administrative
Agent on their behalf, shall have the right to require the Borrower to
specifically perform such undertaking whether or not any drawings or other
demands for payment have been made under any of the Letters of Credit).

         (c) Any termination of the Commitments pursuant to this Section 1.14
may not be reinstated.

        Section 1.15. Substitution of Lenders. Upon the receipt by the Borrower
of (a) a claim from any Lender for compensation under Section 10.3 or 13.1
hereof, (b) notice by any Lender to the Borrower of any illegality pursuant to
Section 10.1 hereof, or (c) in the event any Lender is in default in any
material respect (including, without limitation, such Lender's failure to fund
when required to do so hereunder) with respect to its obligations under the Loan
Documents (any such Lender referred to in clause (a), (b), or (c) above being
hereinafter referred to as an "Affected Lender"), the Borrower may, in addition
to any other rights the Borrower may have hereunder or under applicable law,
require, at its expense, any such Affected Lender to assign, at par plus accrued
interest and fees, without recourse, all of its interest, rights and obligations
hereunder (including all of its Commitments and the Loans and participation
interests in Letters of Credit and other amounts at any time owing to it
hereunder and the other Loan Documents) to a bank or other institutional lender
specified by the Borrower, provided that (i) such assignment shall not conflict
with or violate any law, rule, or regulation or order of any court or other
governmental authority, (ii) the Borrower shall have received the written
consent of the Administrative Agent, which consent shall not be unreasonably
withheld, to such assignment, (iii) the Borrower shall have paid to the Affected
Lender all monies (together with amounts due such Affected Lender under Section
1.13 hereof as if the Loans owing to it were prepaid rather than assigned) other
than such principal owing to it hereunder, and (iv) the assignment is entered
into in accordance with the other requirements of Section 13.12 hereof.

SECTION 2. FEES.

         Section 2.1. Fees.

         (a) Revolving Credit Commitment Fee. The Borrower shall pay to the
Administrative Agent for the ratable account of the Lenders in accordance with
their Revolver Percentages a


                                      -16-
<PAGE>

commitment fee at the rate per annum equal to the Applicable Margin plus, for
each quarterly period when the average daily Unused Revolving Credit Commitments
exceed 50% of the aggregate of the Revolving Credit Commitments in effect during
such period, .15% per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and the actual number of days elapsed) on the average daily
Unused Revolving Credit Commitments. Such commitment fee shall be payable
quarterly in arrears on the last day of each March, June, September, and
December in each year (commencing December 31, 2000) and on the Revolving Credit
Termination Date, unless the Revolving Credit Commitments are terminated in
whole on an earlier date, in which event the commitment fee for the period to
the date of such termination in whole shall be paid on the date of such
termination.

         (b) Letter of Credit Fees. On the date of issuance or extension, or
increase in the amount, of any standby Letter of Credit pursuant to Section 1.2
hereof, the Borrower shall pay to the Administrative Agent for its own account
an issuance fee equal to .125% per annum of the face amount of (or of the
increase in the face amount of) such Letter of Credit. Quarterly in arrears, on
the last day of each March, June, September, and December, commencing on
December 31, 2000, the Borrower shall pay to the Administrative Agent, for the
ratable benefit of the Lenders in accordance with their Revolver Percentages, a
letter of credit fee at a rate per annum equal to the Applicable Margin
(computed on the basis of a year of 360 days and the actual number of days
elapsed) in effect during each day of such quarter applied to the daily average
face amount of the Letters of Credit outstanding during such quarter. In
addition, the Borrower shall pay to the Administrative Agent for its own account
the Administrative Agent's standard drawing, negotiation, amendment, and other
administrative fees for each Letter of Credit. Such standard fees referred to in
the preceding sentence may be established by the Administrative Agent from time
to time.

         (c) Administrative Agent Fees and Upfront Fees. The Borrower shall pay
to the Administrative Agent for its own use and benefit, the fees agreed to
between the Administrative Agent and the Borrower in a fee letter dated of even
date herewith, or as otherwise thereafter agreed to in writing between them.

SECTION 3. PLACE AND APPLICATION OF PAYMENTS.

         All payments of principal of and interest on the Loans and the
Reimbursement Obligations, and of all other Obligations payable by the Borrower
under this Agreement and the other Loan Documents, shall be made by the Borrower
to the Administrative Agent by no later than 12:00 Noon (Chicago time) on the
due date thereof at the office of the Administrative Agent in Chicago, Illinois
(or such other location as the Administrative Agent may designate to the
Borrowers) for the benefit of the Lender or Lenders entitled thereto. Any
payments received after such time shall be deemed to have been received by the
Administrative Agent on the next Business Day. All such payments shall be made
in U.S. Dollars, in immediately available funds at the place of payment, in each
case without set-off or counterclaim. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest on Loans and on Reimbursement Obligations in which the
Lenders have purchased Participating Interests ratably to the Lenders and like
funds relating to the payment of any other


                                      -17-
<PAGE>

amount payable to any Lender to such Lender, in each case to be applied in
accordance with the terms of this Agreement.

         Anything contained herein to the contrary notwithstanding, after the
occurrence and during the continuation of an Event of Default all payments and
collections received in respect of the Obligations and all proceeds of the
Collateral received, in each instance, by the Administrative Agent or any of the
Lenders shall be remitted to the Administrative Agent and, unless the
Administrative Agent and the Required Lenders shall determine otherwise, be
distributed as follows:

                  (a) first, to the payment of any outstanding costs and
         expenses incurred by the Administrative Agent, and any security trustee
         therefor, in monitoring, verifying, protecting, preserving, or
         enforcing the Liens on the Collateral or by the Administrative Agent,
         and any security trustee therefor, in protecting, preserving, or
         enforcing rights under the Loan Documents, and in any event all costs
         and expenses of a character which the Borrower has agreed to pay the
         Administrative Agent under Section 13.16 hereof (such funds to be
         retained by the Administrative Agent for its own account unless it has
         previously been reimbursed for such costs and expenses by the Lenders,
         in which event such amounts shall be remitted to the Lenders to
         reimburse them for payments theretofore made to the Administrative
         Agent);

                  (b) second, to the payment of principal and interest on the
         Swing Note;

                  (c) third, to the payment of the remaining Obligations
         (including amounts to be held as collateral security for any L/C
         Obligations) to be applied pro rata among the Lenders in such order and
         manner as the Administrative Agent shall determine; and

                  (d) fourth, to the Borrower or whoever else may be lawfully
         entitled thereto.

SECTION 4. THE COLLATERAL AND GUARANTIES.

         Section 4.1. Collateral. The Obligations shall be secured by (a) valid,
perfected and enforceable Liens on all right, title, and interest of the
Borrower and each Subsidiary in all capital stock and other equity interests
held by the Borrower or such Subsidiary in each of its Subsidiaries (other than
VisionTeq, Inc. so long as the VisionTeq, Inc. Shareholder Agreement limits the
ability of the Borrower or relevant Subsidiary to pledge such stock), whether
now owned or hereafter formed or acquired, and all proceeds thereof, and (b)
valid, perfected (subject to the proviso appearing at the end of this sentence)
and enforceable Liens on all right, title and interest of the Borrower and each
Subsidiary in all accounts and accounts receivable, notes and notes receivable,
contract rights, instruments, documents, chattel paper, general intangibles
(including, without limitation, patents, trademarks, tradenames, copyrights, and
other intellectual property rights), investment property, inventory, machinery,
equipment, deposit accounts, and real estate, and all other personal property
and real property, whether now owned or hereafter acquired or arising, and all
proceeds thereof; provided, however, that: (i) the Lien of the Administrative
Agent on Property subject to a Capital Lease or conditional sale agreement or
subject to a purchase money lien in each instance permitted hereby shall be
subject to the rights


                                      -18-
<PAGE>

of the lessor or lender thereunder, (ii) until otherwise required by the
Administrative Agent (acting at the request or with the consent of the Required
Lenders), Liens on deposit accounts maintained by the Borrower or any Subsidiary
in proximity to its operations need not be perfected provided that the total
amount on deposit at any one time not so perfected shall not exceed $250,000 in
the aggregate, (iii) until otherwise required by the Administrative Agent
(acting at the request or with the consent of the Required Lenders), Liens on
notes and notes receivable and titled vehicles need not be perfected provided
that the total value of such property at any one time not so perfected shall not
exceed $250,000 in the aggregate, (iv) unless otherwise required by the
Administrative Agent (acting at the request or with the consent of the Required
Lenders) during the existence of any Event of Default, Liens on the capital
stock or other equity interests of a Foreign Subsidiary which, if granted, would
cause an adverse effect on the Borrower's present or future federal income tax
liability shall be limited to 65% of the total outstanding Voting Stock of such
Foreign Subsidiary, (v) unless otherwise required by the Administrative Agent
(acting at the request or with the consent of the Required Lenders) during the
existence of any Event of Default, Liens need not be granted on the assets of a
Foreign Subsidiary which, if granted, would cause an adverse effect on the
Borrower's present or future federal income tax liability and (vi) unless
otherwise required by the Administrative Agent (acting at the request or with
the consent of the Required Lenders) during the existence of any Event of
Default, the Deed to Secure Debt securing the real property in Tennille, Georgia
shall secure only the Term Notes. The Borrower acknowledges and agrees that the
Liens on the Collateral shall be granted to the Administrative Agent for the
benefit of itself and the Lenders and shall be valid and perfected first
priority Liens subject, however, to the proviso appearing at the end of the
immediately preceding sentence and Liens permitted by Section 8.8 hereof, in
each case pursuant to one or more Collateral Documents from such Persons, each
in form and substance reasonably satisfactory to the Administrative Agent.

         Section 4.2. Deposit Account Agreements. Except as otherwise permitted
by clause (ii) of Section 4.1 above, and subject to the limitations described in
clause (v) of Section 4.1 above, the Borrower shall cause each financial
institution maintaining one or more deposit accounts for the Borrower or any
Subsidiary to enter into an agreement with the Administrative Agent pursuant to
which such financial institution acknowledges and agrees to the Administrative
Agent's Lien on such deposit accounts and all funds therein, to waive any right
of offset or bankers' lien with respect to such deposit accounts (other than
charges for account maintenance fees and returned items), and, during the
existence of any Event of Default, to remit all collected balances in such
deposit accounts to the Administrative Agent. The Borrower and, by becoming a
Guarantor hereto, each Subsidiary hereby acknowledge and agree that the
Administrative Agent has (and is hereby granted) a Lien on all such deposit
accounts and all funds contained therein to secure the Obligations. The Lenders
agree with the Borrower that if and so long as no Event of Default has occurred
and is continuing, amounts on deposit in the deposit accounts maintained with
the Administrative Agent or any Lender will (subject to the rules and
regulations of the Administrative Agent or the relevant Lender as from time to
time in effect applicable to demand deposit accounts) be made available to the
Borrower or the relevant Subsidiary for use in the conduct of its business. Upon
the occurrence and during the continuation of any Event of Default, the
Administrative Agent may apply the funds on deposit in all such deposit accounts
to the Obligations. The Borrower has heretofore disclosed to the Administrative
Agent in writing all of the deposit accounts which require an agreement pursuant


                                      -19-
<PAGE>

to this Section and the Borrower shall advise the Administrative Agent of any
such deposit accounts which are hereafter opened or closed.

         Section 4.3. Liens on Real Property. Subject to the limitation imposed
by clause (v) of Section 4.1 hereof, in the event that the Borrower or any
Subsidiary owns or hereafter acquires any real property, the Borrower shall
execute and deliver, and shall cause the relevant Subsidiary to execute and
deliver, to the Administrative Agent (or a security trustee therefor) a mortgage
or deed of trust reasonably acceptable in form and substance to the
Administrative Agent for the purpose of granting to the Administrative Agent for
the benefit of itself and the Lenders a Lien on such real property to secure the
Obligations, shall pay all taxes and all reasonable costs and expenses incurred
by the Administrative Agent in obtaining any real estate appraisal required by
the Administrative Agent in connection therewith and in recording such mortgage
or deed of trust, and shall at its expense supply to the Administrative Agent a
survey, environmental report, hazard insurance policy, and a mortgagee's policy
of title insurance from a title insurer reasonably acceptable to the
Administrative Agent insuring the validity of such mortgage or deed of trust and
its status as a first Lien (subject to Liens permitted by this Agreement) on the
real property encumbered thereby and such other instrument, documents,
certificates, and opinions reasonably required by the Administrative Agent in
connection therewith.

         Section 4.4. Guaranties. The payment and performance of the Obligations
shall at all times be guaranteed by each direct and indirect Subsidiary of the
Borrower pursuant to Section 12 of this Agreement; provided, however, that
unless otherwise required by the Administrative Agent (acting at the request or
with the consent of the Required Lenders) during the existence of any Event of
Default, Foreign Subsidiaries shall not be required to be guarantors hereunder
if providing such guaranty would cause an adverse effect on the Borrower's
present or future federal income tax liability.

         Section 4.5. Further Assurances. The Borrower agrees that it shall, and
shall cause each Subsidiary to, from time to time at the request of the
Administrative Agent, execute and deliver such documents and do such acts and
things as the Administrative Agent may reasonably request in order to provide
for or perfect or protect such Liens on the Collateral.

SECTION 5. DEFINITIONS; INTERPRETATION.

         Section 5.1. Definitions. The following terms when used herein shall
have the following meanings:

         "Acquired Business" means the entity or assets acquired by the Borrower
or a Subsidiary in an Acquisition, whether before or after the date hereof.

         "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person
(other than a Person that is a Subsidiary), or otherwise causing any Person to
become a Subsidiary, or (c) a


                                      -20-
<PAGE>

merger or consolidation or any other combination with another Person (other than
a Person that is a Subsidiary) provided that the Borrower or the Subsidiary is
the surviving entity.

         "Acquired Subsidiaries" means Ameriduct Worldwide, Inc., a Florida
corporation, Ameriduct, Incorporated, a Missouri corporation, Ameriduct of
Georgia, Inc., a Florida corporation, and Gulf Island Pipe, Inc., a Florida
corporation.

         "Adjusted LIBOR" is defined in Section 1.4(b) hereof.

         "Administrative Agent" means Harris Trust and Savings Bank and any
successor pursuant to Section 11.7 hereof.

         "Administrative Agent's Quoted Rate" is defined in Section 1.7(c)
hereof.

         "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 15%
or more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 15% or more of the partnership
or other ownership interest of any other Person (other than as a limited partner
of such other Person) will be deemed to control such corporation or other
Person.

         "Ameriduct Acquisition" means the purchase of all of the issued and
outstanding shares of capital stock of Ameriduct Worldwide, Inc., pursuant to
the Ameriduct Purchase Agreement, provided that all of the following conditions
have been satisfied:

                   (a) the Administrative Agent shall have received evidence
         reasonably satisfactory to it that the Total Consideration payable by
         the Borrower under the Ameriduct Purchase Agreement (excluding the
         post-closing purchase price adjustments contemplated by the Ameriduct
         Purchase Agreement and related transaction costs and fees) does not
         exceed $65,000,000;

                   (b) the Administrative Agent shall have received a certified
         copy of the Ameriduct Purchase Agreement (together with all Exhibits
         and Schedules thereto) and any management agreements, employment
         agreements, consulting agreements, non-compete agreements, and other
         agreements entered or to be entered into in connection therewith, each
         to be in form and substance reasonably satisfactory to the
         Administrative Agent;

                   (c) the Administrative Agent shall have received assurances
         reasonably satisfactory to it that all conditions precedent to
         consummation of the transactions contemplated by the Ameriduct Purchase
         Agreement (including, without limitation, all


                                      -21-
<PAGE>

         conditions specified in Article 7 thereof) have been satisfied (except
         for the funding of the purchase price therefor);

                   (d) the Borrower shall have complied with the requirements of
         Sections 4 and 8.17 hereof with respect to any direct or indirect
         Subsidiary acquired in connection therewith;

                   (e) after giving effect to the Acquisition, all
         representations and warranties of the Borrower and its Subsidiaries
         herein remain true and correct in all material respects (including,
         without limitation, Section 6.20 hereof) and no Default or Event of
         Default shall exist, including with respect to the covenants contained
         in Sections 8.21, 8.22, 8.23, 8.24, and 8.25 on a pro forma basis.

         "Ameriduct Purchase Agreement" means that certain Share Purchase
Agreement by and among the Borrower, Ameriduct Worldwide, Inc., and the
Ameriduct Selling Shareholders dated as of December 6, 2000, together with all
Exhibits and Schedules thereto which are in form and substance, and in such
detail, reasonably acceptable to the Administrative Agent, without giving effect
to any material amendment, modification, or waiver thereto unless consented to
by the Administrative Agent.

         "Ameriduct Selling Shareholders" means Carl Jungers, Carl Jungers, Jr.,
David Jungers, Dan Jungers, Phil Jamieson, David Bednarek, Michael Morgan, Dave
Galloway and Mark Hamilton.

         "Applicable Margin" means the following with respect to Loans,
Reimbursement Obligations, and Revolving Credit Commitment and Letter of Credit
fees payable under Section 2.1 hereof, the rate per annum specified below:

               Applicable Margin for Base Rate Loans and
               Reimbursement Obligations:                          0%

               Applicable Margin for Eurodollar Loans and
               Letter of Credit fee:                            1.75%

               Applicable Margin for Revolving Credit
               Commitment fee:                                   .30%

provided, however, that the Applicable Margin shall be subject to quarterly
adjustments on each Pricing Date, and from one Pricing Date to the next the
Applicable Margin shall mean a rate per annum determined in accordance with the
following schedule:


                                      -22-
<PAGE>

<TABLE>
<CAPTION>

                                APPLICABLE MARGIN FOR BASE    APPLICABLE MARGIN FOR
                                      RATE LOANS AND          EURODOLLAR LOANS AND              APPLICABLE
  TOTAL FUNDED DEBT/ EBITDA     REIMBURSEMENT OBLIGATIONS     LETTER OF CREDIT FEE     MARGIN FOR REVOLVING CREDIT
 RATIO FOR SUCH PRICING DATE             SHALL BE                   SHALL BE:            COMMITMENT FEE SHALL BE:
<S>                                     <C>                     <C>                     <C>
Greater than or equal to 2.5
to 1.0                                      0%                       1.875%                       .375%

Greater than or equal to 2.0
to 1.0, but less than 2.5 to
1.0                                         0%                        1.75%                        .30%

Greater than or equal to 1.5
to 1.0, but less than 2.0 to
1.0.                                        0%                        1.50%                        .25%

Less than 1.5 to 1.0                        0%                       1.125%                        .15%
</TABLE>

For purposes hereof, the term "Pricing Date" means, for any fiscal quarter of
the Borrower ending on or after December 31, 2000, the date on which the
Administrative Agent is in receipt of the Borrower's most recent financial
statements for the fiscal quarter then ended (and in the case of the year-end
financial statements, audit report), pursuant to Section 8.5 hereof. The
Applicable Margin shall be established based on the Total Funded Debt/EBITDA
Ratio for the most recently completed fiscal quarter and the Applicable Margin
established on a Pricing Date shall remain in effect until the next Pricing
Date. If the Borrower has not delivered its financial statements (and, in the
case of the year-end financial statements, audit report) by the date such
financial statements are required to be delivered under Section 8.5 hereof,
until such financial statements are delivered, the Applicable Margin shall be
the highest Applicable Margin (i.e., the Total Funded Debt/EBITDA Ratio shall be
deemed to be greater than 2.5 to 1.0). If the Borrower subsequently delivers
such financial statements before the next Pricing Date, the Applicable Margin
established by such late delivered financial statements shall take effect from
the date of delivery until the next Pricing Date. In all other circumstances,
the Applicable Margin established by such financial statements shall be in
effect from the Pricing Date that occurs immediately after the end of the fiscal
quarter covered by such financial statements until the next Pricing Date. Each
determination of the Applicable Margin made by the Administrative Agent in
accordance with the foregoing shall be conclusive and binding on the Borrower
and the Lenders if reasonably determined.

         "Application" is defined in Section 1.2(b) hereof.

         "Authorized Representative" means those persons shown on the list of
officers provided by the Borrower pursuant to Section 7.2(i) hereof or on any
update of any such list provided by the Borrower to the Administrative Agent, or
any further or different officers of the Borrower so named by any Authorized
Representative of the Borrower in a written notice to the Administrative Agent.

         "Base Rate" is defined in Section 1.4(a) hereof.


                                      -23-
<PAGE>

         "Base Rate Loan" means a Loan bearing interest at a rate specified in
Section 1.4(a) hereof.

         "Borrower" means The Lamson & Sessions Co., an Ohio corporation.

         "Borrowing" means the total of Loans of a single type advanced,
continued for an additional Interest Period, or converted from a different type
into such type by the Lenders under a Credit on a single date and, in the case
of Eurodollar Loans, for a single Interest Period. Borrowings of Loans are made
and maintained ratably from each of the Lenders according to their Percentages.
A Borrowing is "advanced" on the day Lenders advance funds comprising such
Borrowing to the relevant Borrower, is "continued" on the date a new Interest
Period for the same type of Loans commences for such Borrowing, and is
"converted" when such Borrowing is changed from one type of Loans to the other,
all as requested by the Borrower pursuant to Section 1.6(a). Borrowings of Swing
Loans are made by the Administrative Agent in accordance with the procedures set
forth in Section 1.7 hereof.

         "Business Day" means any day (other than a Saturday or Sunday) on which
banks are not authorized or required to close in Chicago, Illinois and, if the
applicable Business Day relates to the advance or continuation of, or conversion
into, or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollar
deposits in the interbank eurodollar market in London, England.

         "Capital Expenditures" means, with respect to any Person for any
period, the aggregate amount of all expenditures (whether paid in cash or
accrued as a liability) by such Person during that period for the acquisition or
leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to
property, plant, or equipment (including replacements, capitalized repairs, and
improvements) which should be capitalized on the balance sheet of such Person in
accordance with GAAP.

         "Capital Lease" means any lease of Property which in accordance with
GAAP is required to be capitalized on the balance sheet of the lessee.

         "Capitalized Lease Obligation" means, for any Person, the amount of the
liability shown on the balance sheet of such Person in respect of a Capital
Lease determined in accordance with GAAP.

         "Change of Control" means any of (a) the acquisition by any "person" or
"group" (as such terms are used in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) at any time of beneficial ownership of more
than 30% of the outstanding Voting Stock of the Borrower on a fully-diluted
basis, or (b) the failure of individuals who are members of the board of
directors of the Borrower on the date hereof (together with any new or
replacement directors whose initial nomination for election was approved by a
majority of the directors who were either directors on the date hereof or
previously so approved) to constitute a majority of the board of directors of
the Borrower.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.


                                      -24-
<PAGE>

         "Collateral" means all properties, rights, interests and privileges
from time to time subject to the Liens granted to the Administrative Agent, or
any security trustee therefor, by the Collateral Documents.

         "Collateral Account" is defined in Section 9.4 hereof.

         "Collateral Documents" means the Pledge Agreement, the Security
Agreement, the Mortgages, and all other mortgages, deeds of trust, security
agreements, pledge agreements, assignments, financing statements and other
documents as shall from time to time secure or relate to the Obligations or any
part thereof.

         "Commitments" means the Revolving Credit Commitments, the L/C
Commitment, the Term Loan Commitments and the Swing Line Commitments.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.

         "Credit" means either the Revolving Credit, Term Credit or the Swing
Line.

         "Credit Event" means the advancing of any Loan, the continuation of or
conversion into a Eurodollar Loan, or the issuance of, or extension of the
expiration date or increase in the amount of, any Letter of Credit.

         "Default" means any event or condition the occurrence of which would,
with the passage of time or the giving of notice, or both, constitute an Event
of Default.

         "Disposition" means the sale, lease, conveyance, or other disposition
of Property, other than sales or other dispositions expressly permitted under
Section 8.10(a) or 8.10(b) hereof.

         "Domestic Subsidiary" means any subsidiary other than a Foreign
Subsidiary.

         "EBIT" means, with respect to any period, Net Income for such period
plus (A) all amounts deducted in arriving at such Net Income in respect of (a)
Interest Expense, plus (b) federal, state, local and foreign income taxes for
such period, plus (c) (i) for the four fiscal quarters ending September 30,
2000, $2,567,387 representing excess owners compensation for such period, (ii)
for the four fiscal quarters ending December 30, 2000, $1,707,887 representing
excess owners compensation for such period, and (iii) for the four fiscal
quarters ending March 31, 2001, $1,057,603 representing excess owners
compensation for such period (it being acknowledged that for all periods ending
after March 31, 2001, no adjustments to EBIT shall be made pursuant to this
clause (c), plus (d) any charges to Net Income during such period (up to
$15,000,000 in the aggregate during the term of this Agreement, including any
such charges accrued prior to the Effective Date) associated with the Intermatic
Litigation, minus (B) any recapture, recoveries, or other credits to Net Income
during such period associated with the Intermatic Litigation; provided, however,
that EBIT for the relevant period shall be calculated on


                                      -25-
<PAGE>

a pro forma basis in good faith by the Borrower and established to the
reasonable satisfaction of the Administrative Agent as if each Permitted
Acquisition which occurred during such period had taken place on the first day
of such period (including adjustments for non-recurring expenses and income
reasonably determined by the Borrower in good faith and established to the
reasonable satisfaction of the Administrative Agent).

         "EBITDA" means, with respect to any period, Net Income for such period
plus (A) all amounts deducted in arriving at such Net Income in respect of (a)
Interest Expense, plus (b) federal, state, local, and foreign income taxes for
such period, plus (c) amounts properly charged for depreciation of fixed assets
and amortization of intangible assets during such period, plus (d) (i) for the
four fiscal quarters ending September 30, 2000, $2,567,387 representing excess
owners compensation for such period, (ii) for the four fiscal quarters ending
December 30, 2000, $1,707,887 representing excess owners compensation for such
period, and (iii) for the four fiscal quarters ending March 31, 2001, $1,057,603
representing excess owners compensation for such period (it being acknowledged
that for all periods ending after March 31, 2001, no adjustments to EBITDA shall
be made pursuant to this clause (d)), plus (e) any charges to Net Income during
such period (up to $15,000,000 in the aggregate during the term of this
Agreement, including any such charges accrued prior to the Effective Date)
associated with the Intermatic Litigation, minus (B) any recapture, recoveries,
or other credits to Net Income during such period associated with the Intermatic
Litigation; provided, however, that EBITDA for the relevant period shall be
calculated on a pro forma basis in good faith by the Borrower and established to
the reasonable satisfaction of the Administrative Agent as if each Permitted
Acquisition which occurred during such period had taken place on the first day
of such period (including adjustments for non-recurring expenses and income
reasonably determined by the Borrower in good faith and established to the
reasonable satisfaction of the Administrative Agent).

         "Effective Date" is defined in Section 7.2 hereof.

         "Eligible Line of Business" means any business engaged in as of the
date of this Agreement by the Borrower or any of its Subsidiaries or any
business reasonably related thereto.

         "Environmental Claim" means any investigation, notice, violation,
demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding or claim (whether administrative, judicial or
private in nature) arising (a) pursuant to, or in connection with an actual or
alleged violation of, any Environmental Law, (b) in connection with any
Hazardous Material, (c) from any abatement, removal, remedial, corrective or
response action in connection with a Hazardous Material, Environmental Law or
order of a governmental authority, or (d) from any actual or alleged damage,
injury, threat or harm to health, safety, natural resources or the environment.

         "Environmental Law" means any current or future Legal Requirement
pertaining to (a) the protection of health, safety and the indoor or outdoor
environment, (b) the conservation, management or use of natural resources and
wildlife, (c) the protection or use of surface water or groundwater, (d) the
management, manufacture, possession, presence, use, generation, transportation,
treatment, storage, disposal, Release, threatened Release, abatement, removal,


                                      -26-
<PAGE>

remediation or handling of, or exposure to, any Hazardous Material, or (e)
pollution (including any Release to air, land, surface water or groundwater),
and any amendment, rule, regulation, order or directive issued thereunder.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

         "Eurodollar Loan" means a Loan bearing interest at the rate specified
in Section 1.4(b) hereof.

         "Eurodollar Reserve Percentage" is defined in Section 1.4(b) hereof.

         "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

         "Event of Loss" means, with respect to any Property, any of the
following: (a) any loss, destruction or damage of such Property, or (b) any
condemnation, seizure, or taking, by exercise of the power of eminent domain or
otherwise, of such Property, or confiscation of such Property or the requisition
of the use of such Property.

         "Excess Net Cash Proceeds" is defined in Section 1.10(b)(iii) hereof.

         "Federal Funds Rate" means the fluctuating interest rate per annum
described in part (x) of clause (ii) of the definition of Base Rate appearing in
Section 1.4(a) hereof.

         "Foreign Subsidiary" means each Subsidiary which (a) is organized under
the laws of a jurisdiction other than the United States of America or any state
thereof, (b) conducts substantially all of its business outside of the United
States of America, and (c) has substantially all of its assets outside of the
United States of America.

         "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

         "Guarantor" and "Guarantors" each is defined in Section 12.1 hereof.

         "Hazardous Material" means any substance, chemical, compound, product,
solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which
is hazardous or toxic, and includes, without limitation, (a) asbestos,
polychlorinated biphenyls and petroleum (including crude oil or any fraction
thereof) and (b) any material classified or regulated as "hazardous" or "toxic"
or words of like import pursuant to an Environmental Law.

         "Hazardous Material Activity" means any activity, event or occurrence
involving a Hazardous Material, including, without limitation, the manufacture,
possession, presence, use,


                                      -27-
<PAGE>

generation, transportation, treatment, storage, disposal, Release, threatened
Release, abatement, removal, remediation, handling of or corrective or response
action to any Hazardous Material.

         "Hedging Agreements" means the agreements from time to time entered
into by the Borrower or any Subsidiary evidencing Hedging Liability or otherwise
setting forth the terms and conditions applicable thereto.

         "Hedging Liability" means the liability of the Borrower or any
Subsidiary to any of the Lenders, or any Affiliates of such Lenders, in respect
of any interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements, interest rate floor agreements, interest rate exchange
agreements, or other similar interest rate hedging arrangements as the Borrower
or any Subsidiary may from time to time enter into with any one or more of the
Lenders party to this Agreement or their Affiliates, with prior written notice
to the Administrative Agent.

         "Hostile Acquisition" means the acquisition of the capital stock or
other equity interests of a Person through a tender offer or similar
solicitation of the owners of such capital stock or other equity interests which
has not been approved (prior to such acquisition) by resolutions of the Board of
Directors of such Person or by similar action if such Person is not a
corporation, and as to which such approval has not been withdrawn.

         "Indebtedness for Borrowed Money" means for any Person (without
duplication): (a) all indebtedness of such Person for borrowed money, whether
current or funded, or secured or unsecured, (b) all indebtedness for the
deferred purchase price of Property or services, (c) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to Property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of a default are
limited to repossession or sale of such Property), (d) all indebtedness secured
by a purchase money mortgage or other Lien to secure all or part of the purchase
price of Property subject to such mortgage or Lien, (e) the principal portion of
all obligations under Capital Leases in respect of which such Person is liable
as lessee, (f) any liability in respect of banker's acceptances or letters of
credit, (g) any indebtedness, whether or not assumed, secured by Liens on
Property acquired by such Person at the time of acquisition thereof, and (h) all
indebtedness referred to in clause (a), (b), (c), (d), (e), (f) or (g) above
which is directly or indirectly guaranteed by such Person or which such Person
has agreed (contingently or otherwise) to purchase or otherwise acquire or in
respect of which any of them have otherwise assured a creditor against loss, it
being understood that the term "Indebtedness for Borrowed Money" shall not
include trade payables arising in the ordinary course of business.

         "Interest Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations) of the Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

         "Interest Period" is defined in Section 1.8 hereof.


                                      -28-
<PAGE>

         "Intermatic Litigation" means the lawsuit captioned Intermatic Inc. v.
Lamson & Sessions Co., et. al. (N.D.ILL. Docket No. 94C 50295) and any appeals
therefrom.

         "L/C Commitment" means $30,000,000, as reduced pursuant to the terms
hereof.

         "L/C Obligations" means the aggregate undrawn face amounts of all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

         "Legal Requirement" means any treaty, convention, statute, law,
regulation, ordinance, license, permit, governmental approval, injunction,
judgment, order, consent decree or other requirement of any governmental
authority, whether federal, state, or local.

         "Lenders" means and includes Harris Trust and Savings Bank and the
other financial institutions from time to time party to this Agreement,
including each assignee Lender pursuant to Section 13.12 hereof.

         "Lending Office" is defined in Section 10.4 hereof.

         "Letter of Credit" is defined in Section 1.2(a) hereof.

         "LIBOR" is defined in Section 1.4(b) hereof.

         "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

         "Loan" means any Swing Loan, any Revolving Loan, or any Term Loan
outstanding as a Base Rate Loan or Eurodollar Loan, each of which is a "type" of
Loan hereunder.

         "Loan Documents" means this Agreement, the Notes, the Applications, the
Collateral Documents, the Hedging Agreements, and each other instrument or
document to be delivered hereunder or thereunder or otherwise in connection
therewith.

         "Material Adverse Effect" means (a) a material adverse change in, or
material adverse effect upon, the business, Property, financial condition, or
results of operations of the Borrower and its Subsidiaries taken as a whole, (b)
a material adverse effect upon the ability of the Borrower and its Subsidiaries
to perform their obligations under the Loan Documents, or (c) a material adverse
effect upon the validity or enforceability of any of the Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders thereunder.

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

         "Mortgages" means, collectively, each Mortgage and Security Agreement
with Assignment of Rents and each Deed of Trust and Security Agreement with
Assignment of Rents between the Borrower or the relevant Subsidiary and the
Administrative Agent relating to such Person's real property owned as of the
date hereof and located in the states of California,


                                      -29-
<PAGE>

Florida, Iowa, Ohio, Oklahoma, Pennsylvania and Texas (except for the real
property of the Borrower owned as of the date hereof and located in Kent, Ohio,
for which no Mortgage is currently being required) and any other mortgages or
deeds of trust delivered to the Administrative Agent pursuant to Section 4.3
hereof, as the same may be amended, modified, supplemented or restated from time
to time.

         "Net Cash Proceeds" means, as applicable, (a) with respect to any
Disposition by a Person, cash and cash equivalent proceeds received by or for
such Person's account, net of (i) reasonable direct costs relating to such
Disposition, (ii) income, sale, use, or other transactional taxes paid or
payable by such Person as a direct result of such Disposition, and (iii) amounts
required to be applied to repay principal of, and premium, if any, and interest
on, any Indebtedness for Borrowed Money secured by a Lien on the Property which
is the subject of such Disposition, (b) with respect to any Event of Loss of a
Person, cash and cash equivalent proceeds received by or for such Person's
account (whether as a result of payments made under any applicable insurance
policy therefor or in connection with condemnation proceedings or otherwise),
net of (i) any taxes paid or payable with respect thereto, (ii) the reasonable
direct costs incurred in connection with the collection of such proceeds,
awards, or other payments, and (iii) amounts required to be applied to repay
principal of, and premium, if any, and interest on, any Indebtedness for
Borrowed Money secured by a Lien on the Property which is the subject of such
Event of Loss and (c) with respect to any offering of equity securities of a
Person, cash and cash equivalent proceeds received by or for such Person's
account, net of reasonable legal, underwriting, and other fees and expenses
incurred as a direct result thereof.

         "Net Income" means, with reference to any period, the net income (or
net loss) of the Borrower and its Subsidiaries for such period computed on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from Net Income (a) the net income (or net loss) of any Person accrued
prior to the date it becomes a Subsidiary of, or has merged into or consolidated
with, the Borrower or another Subsidiary, and (b) the net income (or net loss)
of any Person (other than a Subsidiary) in which the Borrower or any of its
Subsidiaries has a equity interest in, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries during such period.

         "Net Worth" means, at any time the same is to be determined, the total
shareholders' equity (including capital stock, additional paid-in capital and
retained earnings after deducting treasury stock) which would appear on the
balance sheet of the Borrower and its Subsidiaries determined in accordance with
GAAP.

         "Notes" means and includes the Revolving Notes and the Swing Note.

         "Obligations" means all obligations of the Borrower to pay principal
and interest on the Loans, all Reimbursement Obligations owing under the
Applications, all fees and charges payable hereunder, all Hedging Liability, and
all other payment obligations of the Borrower or any Subsidiary arising under or
in relation to any Loan Document, in each case whether now existing or hereafter
arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired.


                                      -30-
<PAGE>

         "Original Credit Agreement" is defined in the Preliminary Statement
hereof.

         "Participating Lender" is defined in Section 1.2(d) hereof.

         "Participating Interest" is defined in Section 1.2(d) hereof.

         "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

         "Percentage" means for any Lender its Revolver Percentage or Term
Percentage, as applicable.

         "Permitted Acquisition" means (a) the Pyramid Acquisition, (b) the
Ameriduct Acquisition, (c) any Acquisition consented to in writing by the
Required Lenders, and (d) and any other Acquisition with respect to which all of
the following conditions shall have been satisfied:

                  (i) the Acquired Business is in an Eligible Line of Business
         and has its primary operations within the United States;

                  (ii) the Acquisition shall not be a Hostile Acquisition;

                  (iii) the financial statements of the Acquired Business shall
         have been audited by one of the "Big Five" accounting firms or by
         another independent accounting firm of national or regional repute or
         otherwise reasonably satisfactory to the Administrative Agent, or if
         such financial statements have not been audited by such an accounting
         firm, (x) such financial statements shall have been approved by the
         Administrative Agent and (y) the Acquired Business has undergone a
         successful so-called businessman's review by an accounting firm
         reasonably satisfactory to the Administrative Agent as part of the
         Borrowers' due diligence on the Acquisition;

                  (iv) if the Acquisition occurs on or before June 30, 2001, the
         Total Consideration for the Acquired Business, when taken together with
         the Total Consideration for all Acquired Businesses acquired during the
         period after the Effective Date through June 30, 2001, does not exceed
         $5,000,000, and if the Acquisition occurs after June 30, 2001, the
         Total Consideration for the Acquired Business, when taken together with
         the Total Consideration for all Acquired Businesses acquired during the
         immediately preceding 12-month period, does not exceed 25% of Net Worth
         as reflected on the most recent quarterly financial statements of the
         Borrower and its Subsidiaries;

                  (v) the Borrower shall have notified the Administrative Agent
         and Lenders not less than 20 days prior to any such Acquisition and
         furnished to the Administrative Agent and Lenders at such time
         reasonable details as to such Acquisition (including sources and uses
         of funds therefor), and 3-year historical financial information and
         3-year pro forma financial forecasts of the Acquired Business on a
         stand alone basis as well as


                                      -31-
<PAGE>

         of the Borrower on a consolidated basis after giving effect to the
         Acquisition and covenant compliance calculations reasonably
         satisfactory to the Administrative Agent;

                  (vi) if a new Subsidiary is formed or acquired as a result of
         or in connection with the Acquisition, the Borrower will have complied
         with the requirements of Sections 4 and 8.17 hereof in connection
         therewith; and

                  (vii) after giving effect to the Acquisition, no Default or
         Event of Default shall exist, including with respect to the covenants
         contained in Sections 8.21, 8.22, 8.23, 8.24, and 8.25 on a pro forma
         basis.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political
subdivision thereof.

         "Plan" means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
that either (a) is maintained by a member of the Controlled Group for employees
of a member of the Controlled Group or (b) is maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which a member of the Controlled Group
is then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions.

         "Pledge Agreement" means that certain Pledge Agreement dated as of
August 8, 2000 among the Borrower, its Subsidiaries party thereto, and the
Administrative Agent, as the same may be amended, modified, supplemented, or
restated from time to time.

         "Premises" means the real property owned or leased by the Borrower or
any Subsidiary, including without limitation the real property and improvements
thereon owned by the Borrower or any Subsidiary subject to the Lien of the
Mortgages or any other Collateral Documents.

         "Property" means, as to any Person, all types of real, personal,
tangible, intangible or mixed property owned by such Person whether or not
included in the most recent balance sheet of such Person and its subsidiaries
under GAAP.

         "Pyramid Acquisition" means the purchase of all of the issued and
outstanding shares of capital stock of Pyramid Industries, Inc., pursuant to
that certain Share Purchase Agreement by and among the Borrower, Pyramid
Industries, Inc., and the Pyramid Selling Shareholders dated August 20, 2000,
together with all Exhibits and Schedules thereto.

         "Reimbursement Obligation" is defined in Section 1.2(c) hereof.

         "Required Lenders" means, as of the date of determination thereof,
Lenders whose outstanding Loans and interests in Letters of Credit and Unused
Revolving Credit Commitments constitute more than 50% of the sum of the total
outstanding Loans, interests in Letters of Credit, and Unused Revolving Credit
Commitments.


                                      -32-
<PAGE>

         "Restricted Payments" is defined in Section 8.12 hereof.

         "Revolver Percentage" means, for each Lender, the percentage of the
Revolving Credit Commitments represented by such Lender's Revolving Credit
Commitment or, if the Revolving Credit Commitments have been terminated, the
percentage held by such Lender (including through participation interests in
Reimbursement Obligations) of the aggregate principal amount of all Revolving
Loans and L/C Obligations then outstanding.

         "Revolving Credit" means the credit facility for making Revolving Loans
and issuing Letters of Credit described in Sections 1.1 and 1.2 hereof.

         "Revolving Credit Commitment" means, as to any Lender, the obligation
of such Lender to make Revolving Loans and to participate in Letters of Credit
issued for the account of the Borrower hereunder in an aggregate principal or
face amount at any one time outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule 1 attached hereto and made a part
hereof, as the same may be reduced or modified at any time or from time to time
pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree
that the Revolving Credit Commitments of the Lenders aggregate $145,500,000 on
the Effective Date.

         "Revolving Credit Termination Date" means August 8, 2005, or such
earlier date on which the Revolving Credit Commitments are terminated in whole
pursuant to Section 1.14, 9.2, or 9.3 hereof.

         "Revolving Loan" and "Revolving Loans" each is defined in Section 1.1
hereof and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each
of which is a "type" of Revolving Loan hereunder.

         "Revolving Note" and "Revolving Notes" each is defined in Section
1.12(a) hereof.

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

         "Security Agreement" means that certain Security Agreement dated as of
August 8, 2000 among the Borrower, its Subsidiaries party thereto, and the
Administrative Agent, as the same may be amended, modified, supplemented, or
restated from time to time.

         "Subsidiary" means, as to any particular parent corporation or
organization, any other corporation or organization more than 50% of the
outstanding Voting Stock of which is at the time directly or indirectly owned by
such parent corporation or organization or by any one or more other entities
which are themselves subsidiaries of such parent corporation or organization.
Unless otherwise noted herein, the term "Subsidiary" means a Subsidiary of the
Borrower or of any of its direct or indirect Subsidiaries.

         "Swing Line" means the credit facility for making one or more Swing
Loans described in Section 1.7 hereof.

         "Swing Loan" and "Swing Loans" each is defined in Section 1.7 hereof.

         "Swing Line Commitment" is defined in Section 1.7 hereof.


                                      -33-
<PAGE>

         "Swing Note" is defined in Section 1.12(b) hereof.

         "Term Credit" means the credit facility for the Term Loans described in
Section 1.3 hereof.

         "Term Loan" and "Term Loans" each is defined in Section 1.3 hereof and,
as so defined, includes a Base Rate Loan or a Eurodollar Loan, each of which is
a "type" of Term Loan hereunder.

         "Term Loan Commitment" means, as to any Lender, the obligation of such
Lender to make its Term Loan upon satisfaction of the conditions set forth in
Section 7.3 hereof in the principal amount not to exceed the amount set forth
opposite such Lender's name on Schedule 1 attached hereto and made a part
hereof. The Borrower and the Lenders acknowledge and agree that the aggregate
Term Loan Commitments of the Lenders are $48,500,000 on the Effective Date.

         "Term Note" and "Term Notes" each is defined in Section 1.12(c) hereof.

         "Term Percentage" means, for each Lender, the percentage of the Term
Loan Commitments represented by such Lender's Term Loan Commitment or, if the
Term Loan Commitments have been terminated or have expired, the percentage held
by such Lender of the aggregate principal amount of all Term Loans then
outstanding.

         "Total Assets" means, for any Person at any time the same is to be
determined, total net assets which would appear on the balance sheet of such
Person in accordance with GAAP.

         "Total Consideration" means the total amount (but without duplication)
of (a) cash paid in connection with any Acquisition, plus (b) indebtedness
payable to the seller in connection with such Acquisition, plus (c) the fair
market value of any equity securities, including any warrants or options
therefor, delivered in connection with any Acquisition, plus (d) the present
value of covenants not to compete entered into in connection with such
Acquisition or other future payments which are required to be made over a period
of time and are not contingent upon the Borrower or its Subsidiary meeting
financial performance objectives (exclusive of salaries paid in the ordinary
course of business) (discounted at the Base Rate), but only to the extent not
included in clause (a), (b) or (c) above, plus (e) the amount of indebtedness
assumed in connection with such Acquisition.

         "Total Funded Debt" means, at any time the same is to be determined,
the aggregate of all Indebtedness for Borrowed Money of the Borrower and its
Subsidiaries at such time.

         "Total Funded Debt/EBITDA Ratio" means, as of the last day of any
fiscal quarter of the Borrower, the ratio of Total Funded Debt as of the last
day of such fiscal quarter to EBITDA of

                                      -34-
<PAGE>

the Borrower and its Subsidiaries for the period of four fiscal quarters then
ended; provided, however, that for purposes of computing the Applicable Margin,
Total Funded Debt shall be computed exclusive of the undrawn portion of that
certain letter of credit issued by General Electric Capital Corporation on June
14, 1995, in the face amount of U.S. $2,000,000 expiring on or about June 2005
issued in connection with the sale by the Borrower of its former Midland Steel
division and any Letter of Credit issued under this Agreement in replacement
thereof.

         "Unfunded Vested Liabilities" means, for any Plan at any time, the
amount (if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

         "U.S. Dollars" and "$" each means the lawful currency of the United
States of America.

         "Unused Revolving Credit Commitments" means, at any time, the
difference between the Revolving Credit Commitments then in effect and the
aggregate outstanding principal amount of Revolving Loans and L/C Obligations,
provided that Swing Loans outstanding from time to time shall be deemed to
reduce the Unused Revolving Credit Commitment of the Administrative Agent for
purposes of computing the commitment fee under Section 2.1(a) hereof.

         "Voting Stock" of any Person means (a) capital stock or other equity
interests of any class or classes (however designated) having ordinary power for
the election of directors or other similar governing body of such Person, other
than stock or other equity interests having such power only by reason of the
happening of a contingency and (b) stock not described in clause (a) above that
is nonetheless treated as voting stock for purposes of the Code.

         "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of
ERISA.

         "Wholly-owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity interests are owned by the Borrower and/or
one or more Wholly-owned Subsidiaries within the meaning of this definition.

         Section 5.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof," "herein," and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois time unless otherwise specifically provided. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the
specific provisions of this Agreement.

         Section 5.3. Change in Accounting Principles. If, after the date of
this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements

                                      -35-
<PAGE>

referred to in Section 6.5 hereof and such change shall result in a change in
the method of calculation of any financial covenant, standard or term found in
this Agreement, the Borrower or the Required Lenders may by notice to the
Lenders and the Borrower, respectively, require that the Lenders and the
Borrower negotiate in good faith to amend such covenants, standards, and term so
as equitably to reflect such change in accounting principles, with the desired
result being that the criteria for evaluating the financial condition of the
Borrower and its Subsidiaries shall be the same as if such change had not been
made. No delay by the Borrower or the Required Lenders in requiring such
negotiation shall limit their right to so require such a negotiation at any time
after such a change in accounting principles. Until any such covenant, standard,
or term is amended in accordance with this Section 5.3, financial covenants
shall be computed and determined in accordance with GAAP in effect prior to such
change in accounting principles. Without limiting the generality of the
foregoing, the Borrower shall neither be deemed to be in compliance with any
financial covenant hereunder nor out of compliance with any financial covenant
hereunder if such state of compliance or noncompliance, as the case may be,
would not exist but for the occurrence of a change in accounting principles
after the date hereof.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Administrative Agent and
the Lenders as follows:

         Section 6.1. Organization and Qualification. The Borrower is duly
organized, validly existing, and in good standing as a corporation under the
laws of the state of its incorporation, has full and adequate corporate power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to do so would
not have a Material Adverse Effect.

         Section 6.2. Subsidiaries. Each Subsidiary is duly organized, validly
existing, and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to do so would
not have a Material Adverse Effect. Schedule 6.2 hereto identifies, as of the
date hereof, each Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding
shares of each class of its capital stock or other equity interests owned by the
Borrower and the other Subsidiaries and, if such percentage is not 100%
(excluding directors' qualifying shares as required by law), a description of
each class of its authorized capital stock and other equity interests and the
number of shares of each class issued and outstanding. All of the outstanding
shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 6.2 as owned by the
Borrower or another Subsidiary are owned, beneficially and of record, by the
Borrower or such Subsidiary free and clear of all Liens other than the Liens
granted in favor of the Administrative Agent pursuant to the Collateral

                                      -36-
<PAGE>

Documents and other Liens to the extent permitted by Section 8.8 hereof. As of
the date hereof, there are no outstanding commitments or other obligations of
any Subsidiary to issue, and no options, warrants, or other rights of any Person
to acquire, any shares of any class of capital stock or other equity interests
of any Subsidiary.

         Section 6.3. Authority and Validity of Obligations. The Borrower has
full power and authority to enter into this Agreement and the other Loan
Documents executed by it, to make the borrowings herein provided for, to issue
its Notes in evidence thereof, to grant to the Administrative Agent the Liens
described in the Collateral Documents executed by the Borrower, and to perform
all of its obligations hereunder and under the other Loan Documents executed by
it. Each Subsidiary has full power and authority to enter into the Loan
Documents executed by it, to guarantee the Obligations of the Borrower, to grant
to the Administrative Agent the Liens described in the Collateral Documents
executed by such Person, and to perform all of its obligations under the Loan
Documents executed by it. The Loan Documents delivered by the Borrower and by
each Subsidiary have been duly authorized, executed, and delivered by such
Person and constitute valid and binding obligations of such Person enforceable
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law); and this Agreement and the other Loan Documents do not, nor
does the performance or observance by the Borrower or any Subsidiary of any of
the matters and things herein or therein provided for, (a) contravene or
constitute a default in any material respect under any provision of law or any
judgment, injunction, order, or decree binding upon the Borrower or any
Subsidiary or any provision of the charter, articles of incorporation, by-laws,
articles of association, operating agreement, partnership agreement, or any
similar organization agreement of the Borrower or any Subsidiary, (b) contravene
or constitute a default under any covenant, indenture, or agreement of or
affecting the Borrower or any Subsidiary or any of its Property, in each case
where such contravention or default is reasonably likely to have a Material
Adverse Effect, or (c) result in the creation or imposition of any Lien on any
Property of the Borrower or any Subsidiary other than the Liens granted in favor
of the Administrative Agent pursuant to the Collateral Documents and other Liens
permitted by Section 8.8 hereof.

         Section 6.4. Use of Proceeds; Margin Stock. The Borrower shall use the
proceeds of the Term Loans advanced hereunder to finance the Ameriduct
Acquisition and the Borrower shall use the proceeds of other Borrowings of Loans
and the Letters of Credit for its general working capital purposes (including,
without limitation, to finance Permitted Acquisitions) and for such other legal
and proper purposes as are consistent with all applicable laws. Neither the
Borrower nor any Subsidiary is engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System), and no
part of the proceeds of any extension of credit made hereunder 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.

         Section 6.5. Financial Reports. The consolidated balance sheet of the
Borrower and its Subsidiaries as at January 1, 2000, and the related
consolidated statements of income, retained earnings, and cash flows of the
Borrower and its Subsidiaries for the 12 months then ended, and

                                      -37-
<PAGE>

accompanying notes thereto, which financial statements are accompanied by the
audit report of Ernst & Young LLP, independent public accountants, and the
interim consolidated balance sheet of the Borrower and its Subsidiaries as at
September 30, 2000, and the related consolidated statements of income, retained
earnings, and cash flows of the Borrower and its Subsidiaries for the 9 months
then ended, each heretofore furnished to the Administrative Agent and the
Lenders, fairly present in all material respects the consolidated financial
condition of the Borrower and its Subsidiaries as at said dates and the
consolidated results of their operations and cash flows for the periods then
ended in conformity with GAAP applied on a consistent basis. Neither the
Borrower nor any Subsidiary has contingent liabilities which are material to it
other than as indicated on the financial statements referred to above or, with
respect to future periods, on the financial statements furnished pursuant to
Section 8.5 hereof.

         Section 6.6. No Material Adverse Change. Since January 1, 2000, there
has been no Material Adverse Effect.

         Section 6.7. Full Disclosure. As of the date hereof, none of the
reports, financial statements or certificates furnished in writing by or on
behalf of the Borrower to the Administrative Agent and the Lenders in connection
with the negotiation of this Agreement or delivered to the Administrative Agent
and the Lenders hereunder (as modified or supplemented by other information so
furnished), taken together with any information contained in the public filings
made by the Borrower with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, contains any material misstatement
of fact or omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
materially misleading; provided that the Administrative Agent and the Lenders
acknowledge that as to any projections furnished to the Administrative Agent and
the Lenders, the Borrower only represents that the same were prepared on the
basis of information and estimates the Borrower believed to be reasonable at the
time made.

         Section 6.8. Trademarks, Franchises, and Licenses. Except as set forth
on Schedule 6.8 hereof, the Borrower and its Subsidiaries own, possess, or have
the right to use all necessary patents, licenses, franchises, trademarks, trade
names, trade styles, copyrights, trade secrets, know how, and confidential
commercial and proprietary information to conduct their businesses as now
conducted, without known conflict with any patent, license, franchise,
trademark, trade name, trade style, copyright, or other proprietary right of any
other Person.

         Section 6.9. Governmental Authority and Licensing. The Borrower and its
Subsidiaries have received all licenses, permits, and approvals of all Federal,
state, local, and foreign governmental authorities, if any, necessary to conduct
their business, in each case where the failure to obtain or maintain the same is
reasonably likely to have a Material Adverse Effect. No investigation or
proceeding which, if adversely determined, is reasonably likely to result in
revocation or denial of any material license, permit, or approval is, to the
knowledge of the Borrower, pending or threatened.

        Section 6.10. Good Title. The Borrower and its Subsidiaries have good
and defensible title (or valid leasehold interests) to their assets as reflected
on the most recent consolidated

                                      -38-
<PAGE>

balance sheet of the Borrower and its Subsidiaries furnished to the
Administrative Agent and the Lenders (except for sales of assets in the ordinary
course of business), subject to no Liens other than such thereof as are
permitted by Section 8.8 hereof.

        Section 6.11. Litigation and Other Controversies. Other than the
Intermatic Litigation, there is no litigation or governmental proceeding or
labor controversy pending, nor to the knowledge of the Borrower threatened,
against the Borrower or any Subsidiaries which if adversely determined is
reasonably likely to have a Material Adverse Effect.

        Section 6.12. Taxes. All tax returns required to be filed by the
Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and
all taxes, assessments, fees, and other governmental charges upon any of the
Borrower or any Subsidiary or upon any of their respective Properties, income,
or franchises, which are shown to be due and payable in such returns, have been
paid, except such taxes, assessments, fees, and governmental charges, if any, as
are being contested in good faith and by appropriate proceedings which prevent
enforcement of the matter under contest and as to which adequate reserves
established in accordance with GAAP have been provided. The Borrower does not
know of any proposed additional tax assessment against the Borrower or against
any of its Subsidiaries for which adequate provisions in accordance with GAAP
have not been made on their accounts. Adequate provisions in accordance with
GAAP for taxes on the books of the Borrower and each Subsidiary have been made
for all open years, and for its current fiscal period.

         Section 6.13. Approvals. No authorization, consent, license, or
exemption from, or filing or registration with, any court or governmental
department, agency, or instrumentality, nor any approval or consent of the
stockholders of the Borrower or any Subsidiary, or any other Person, is or will
be necessary to the valid execution, delivery, or performance by the Borrower or
any Subsidiary of this Agreement or any other Loan Document, except for such
approvals which have been obtained prior to the date of this Agreement and which
remain in full force and effect.

        Section 6.14. Affiliate Transactions. Neither the Borrower nor any
Subsidiary is a party to any contracts or agreements with any of its Affiliates
(other than with Wholly-Owned Subsidiaries) on terms and conditions which are
less favorable to the Borrower or such Subsidiary than would be usual and
customary in similar contracts or agreements between Persons not affiliated with
each other.

        Section 6.15. Investment Company; Public Utility Holding Company.
Neither the Borrower nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

        Section 6.16. ERISA. The Borrower and each other member of its
Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the
Code to the extent applicable to it and has not incurred any liability to the
PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. Neither the Borrower nor any Subsidiary
has any


                                      -39-
<PAGE>

contingent liabilities with respect to any post-retirement benefits under a
Welfare Plan, other than retiree medical liability disclosed to the Lenders on
the Borrower's financial statements referred to in Section 6.5 hereof and other
than liability for continuation coverage described in article 6 of Title I of
ERISA.

        Section 6.17. Compliance with Laws. (a) The Borrower and its
Subsidiaries are in compliance in all material respects with the requirements of
all federal, state, and local laws, rules, and regulations applicable to or
pertaining to their Properties or business operations (including, without
limitation, the Occupational Safety and Health Act of 1970, the Americans with
Disabilities Act of 1990, and laws and regulations establishing quality criteria
and standards for air, water, land and toxic or hazardous wastes and
substances), except where any non-compliance with such requirements,
individually or in the aggregate, is not reasonably likely to have a Material
Adverse Effect.

         (b) Without limiting the representations and warranties set forth in
Section 6.17(a) above, except for such matters which could not reasonably be
expected to result in a Material Adverse Effect, the Borrower represents and
warrants that: (i) the Borrower and its Subsidiaries, and each of the Premises,
comply in all material respects with all applicable Environmental Laws; (ii) the
Borrower and its Subsidiaries have obtained all governmental approvals required
for their operations and each of the Premises by any applicable Environmental
Law; (iii) the Borrower has no knowledge of any Release, threatened Release or
disposal of any Hazardous Material at, on, or about, any of the Premises in any
material quantity and, to the knowledge of the Borrower, none of the Premises
are materially adversely affected by any Release, threatened Release or disposal
of a Hazardous Material originating or emanating from any other property; (iv)
to the knowledge of the Borrower, none of the Premises contain and have
contained any: (1) material amounts of asbestos containing building material in
material non-compliance with any Environmental Law, (2) landfills or dumps, (3)
hazardous waste treatment, storage or disposal facility as defined pursuant to
RCRA or any comparable state law, or (4) site on or nominated for the National
Priority List promulgated pursuant to CERCLA or any state remedial priority list
promulgated or published pursuant to any comparable state law; (v) the Borrower
and its Subsidiaries have not used a material quantity of any Hazardous Material
and have conducted no Hazardous Material Activity at any of the Premises except
in material compliance with applicable Environmental Laws; (vi) the Borrower has
no knowledge of any material liability for response or corrective action,
natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable
state law; (vii) the Borrower and its Subsidiaries have no notice or knowledge
of and are not required to give any notice of any Environmental Claim involving
the Borrower or any Subsidiary or any of the Premises, and the Borrower has no
knowledge of any conditions or occurrences at any of the Premises which could
reasonably be anticipated to form the basis for an Environmental Claim against
the Borrower or any Subsidiary or such Premises; (viii) none of the Premises are
subject to any, and the Borrower has no knowledge of any imminent, restriction
on the ownership, occupancy, use or transferability of the Premises in
connection with any (1) Environmental Law or (2) Release, threatened Release or
disposal of a Hazardous Material; and (ix) the Borrower has no knowledge of any
conditions or circumstances at any of the Premises which pose an unreasonable
risk to the environment or the health or safety of Persons.


                                      -40-
<PAGE>

         Section 6.18. Other Agreements. Neither the Borrower nor any Subsidiary
is in default under the terms of any covenant, indenture, or agreement of or
affecting such Person or any of its Property, which default if uncured,
individually or in the aggregate, is reasonably likely to have a Material
Adverse Effect.

        Section 6.19. Solvency. The Borrower and its Subsidiaries, taken as a
whole, are solvent, able to pay their debts as they become due, and have
sufficient capital to carry on their business and all businesses in which they
are about to engage.

        Section 6.20. Ameriduct Purchase Agreement. The Borrower has heretofore
delivered to the Administrative Agent a true and correct copy of the Ameriduct
Purchase Agreement. The Borrower and, to the best of the Borrower's knowledge,
the Ameriduct Selling Shareholders have all necessary right, power, and
authority to consummate the transactions contemplated by the Ameriduct Purchase
Agreement and to perform all of their obligations thereunder. Upon the execution
of the Ameriduct Purchase Agreement by the Borrower and the Ameriduct Selling
Shareholders, the Ameriduct Purchase Agreement will constitute the valid and
binding obligation of the Borrower and, to the best of the Borrower's knowledge,
the Ameriduct Selling Shareholders, enforceable against each of them in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law); and the Ameriduct Purchase Agreement will not, nor will the
observance or performance by the Borrower or, to the best of the Borrower's
knowledge, the Ameriduct Selling Shareholders of any of the matters and things
therein provided for, contravene or constitute a default under any provision of
law or any judgment, injunction, order, or decree binding upon such Person or
any provision of the charter, articles of incorporation, or by-laws of such
Person or any covenant, indenture, or agreement of or affecting such Person or
any of its Property, or result in the creation or imposition of any Lien on any
such Person's Property. Except for filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, no authorization, consent, license, or
exemption from, or filing or registration with, any court or governmental
department, agency, or instrumentality, nor any approval or consent of any other
Person, is or will be necessary to the valid execution, delivery, or performance
by the Borrower or, to the best of the Borrower's knowledge, the Ameriduct
Selling Shareholders of the Ameriduct Purchase Agreement or of any other
instrument or document executed and delivered in connection therewith, except
for such thereof that have heretofore been obtained and remain in full force and
effect. Except for the fees payable to Lincoln Partners LLC and Billow Butler &
Company, L.L.C., which fees will be paid simultaneously with the Borrowing of
the Term Loans hereunder, no broker's or finder's fees or commission will be
payable with respect to the Ameriduct Purchase Agreement or any of the
transactions contemplated thereby.

         Section 6.21. No Default. No Default or Event of Default has occurred
and is continuing.

SECTION 7. CONDITIONS PRECEDENT.

         The obligation of each Lender to advance, continue, or convert any Loan
(other than the continuation of, or conversion into, a Base Rate Loan) or of the
Administrative Agent to issue,


                                      -41-
<PAGE>

extend the expiration date (including by not giving notice of non-renewal) of or
increase the amount of any Letter of Credit under this Agreement, shall be
subject to the following conditions precedent:

         Section 7.1. All Credit Events. At the time of each Credit Event
hereunder:

                  (a) each of the representations and warranties set forth
         herein and in the other Loan Documents shall be and remain true and
         correct in all material respects as of said time, except to the extent
         the same expressly relate to an earlier date;

                  (b) the Borrower and each Subsidiary shall be in compliance in
         all material respects with all of the terms and conditions hereof and
         of the other Loan Documents, and no Default or Event of Default shall
         have occurred and be continuing;

                  (c) in the case of a Borrowing the Administrative Agent shall
         have received the notice required by Section 1.6 or 1.7 hereof, as the
         case may be, in the case of the issuance of any Letter of Credit the
         Administrative Agent shall have received a duly completed Application
         for such Letter of Credit together with any fees called for by Section
         2.1 hereof and, in the case of an extension or increase in the amount
         of a Letter of Credit, a written request therefor in a form acceptable
         to the Administrative Agent together with fees called for by Section
         2.1 hereof; and

                  (d) such extension of credit shall not violate any order,
         judgment, or decree of any court or other authority or any provision of
         law or regulation applicable to the Administrative Agent or any Lender
         (including, without limitation, Regulation U of the Board of Governors
         of the Federal Reserve System) as then in effect.

Each request for a Borrowing hereunder and each request for the issuance of,
increase in the amount of, or extension of the expiration date of, a Letter of
Credit shall be deemed to be a representation and warranty by the Borrower on
the date on such Credit Event as to the facts specified in subsections (a)
through (c), both inclusive, of this Section 7.1.

         Section 7.2. Initial Credit Event. This Agreement will become effective
on the date (the "Effective Date") the following conditions have been satisfied:

                  (a) the Administrative Agent shall have received for each
         Lender this Agreement duly executed by the Borrower, its Subsidiaries
         party hereto, and the Lenders;

                  (b) the Administrative Agent shall have received for each
         Lender such Lender's duly executed Notes of the Borrower dated the date
         hereof and otherwise in compliance with the provisions of Section 1.12
         hereof;

                  (c) the Administrative Agent shall have received supplements
         to the Mortgages duly executed by the Borrower in connection with the
         Original Credit Agreement;


                                      -42-
<PAGE>

                  (d) the Administrative Agent shall have received evidence of
         insurance required to be maintained under the Loan Documents, naming
         the Administrative Agent as loss payee and additional insured;

                  (e) the Administrative Agent shall have received copies of the
         articles of incorporation (or comparable constituent documents) and any
         amendments thereto for the Borrower and each of its Subsidiaries party
         hereto, certified in each instance by the appropriate governmental
         office of the state of its organization;

                  (f) the Administrative Agent shall have received a copy of
         by-laws (or comparable constituent documents) and any amendments
         thereto for the Borrower and each of its Subsidiaries party hereto,
         certified in each instance by its Secretary or Assistant Secretary;

                  (g) the Administrative Agent shall have received copies of
         resolutions of the Board of Directors for the Borrower and each of its
         Subsidiaries party hereto authorizing the execution, delivery, and
         performance of this Agreement and the other Loan Documents to which it
         is a party and the consummation of the transactions contemplated hereby
         and thereby, together with specimen signatures of the persons
         authorized to execute such documents on the Borrower's or such
         Subsidiary's behalf, all certified in each instance by its Secretary or
         Assistant Secretary;

                  (h) the Administrative Agent shall have received copies of the
         certificates of good standing for the Borrower and each of its
         Subsidiaries party hereto (dated no earlier than 30 days prior to the
         date hereof) from the office of the secretary of the state of its
         incorporation and of each state in which it is qualified to do business
         as a foreign corporation;

                  (i) the Administrative Agent shall have received a list of the
         Borrower's Authorized Representatives;

                  (j) the Administrative Agent shall have received the fee
         letter described in Section 2.1(c) hereof together with payment of the
         initial fees called for thereby;

                  (k) the Administrative Agent shall have received date down
         endorsements to the mortgagee's title insurance policies insuring the
         Liens of the Mortgages as supplemented to be valid first priority Liens
         subject to no defects or objections which are unacceptable in the
         reasonable judgment of the Administrative Agent, together with such
         endorsements as the Administrative Agent may reasonably require;

                  (l) each Lender shall have received such evaluations and
         certifications as it may reasonably require (including (i) pro forma
         financial statements of the Borrower and its Subsidiaries, together
         with 3-year pro forma financial forecasts for the Borrower and its
         Subsidiaries, (ii) a statement of sources and uses of Loan proceeds,
         (iii) a pro forma compliance certificate in the form attached hereto as
         Exhibit E containing calculations of the financial covenants as of the
         date hereof after giving effect to the initial Borrowings


                                      -43-
<PAGE>

         to be made hereunder and the transactions contemplated hereby, and (iv)
         such financial statements for Ameriduct Worldwide, Inc. and its
         Subsidiaries received by the Lenders including the unaudited interim
         financial statements of Ameriduct Worldwide, Inc. as of September 30,
         2000) in order to satisfy itself as to the value of the Collateral, the
         financial condition of the Borrower and its Subsidiaries, and the lack
         of material contingent liabilities of the Borrower and its
         Subsidiaries;

                  (m) the Administrative Agent shall have received for each
         Lender the favorable written opinions of counsel to the Borrower and
         its Subsidiaries party hereto, in form and substance satisfactory to
         the Administrative Agent;

                  (n) the Administrative Agent shall have received for the
         account of the Lenders such other agreements, instruments, documents,
         certificates, and opinions as the Administrative Agent may reasonably
         request;

                  (o) the Administrative Agent shall have received an Additional
         Guarantor Supplement in the form attached hereto as Exhibit F from each
         Acquired Subsidiary;

                  (p) the Administrative Agent shall have received Mortgages for
         the real property owned by each Acquired Subsidiary duly executed by
         such Acquired Subsidiary, a Supplement to Pledge Agreement and
         Supplement to Security Agreement duly executed by each Acquired
         Subsidiary and an amendment to the Pledge Agreement duly executed by
         the Borrower and its Subsidiaries (including the Acquired
         Subsidiaries), together with (i) original stock certificates or other
         similar instruments or securities (or arrangements for the delivery
         thereof pursuant to the pay-off letter referred to in Section 7.2(z)
         below) representing all (or, in the case of any Foreign Subsidiary, not
         less than 65% of the total Voting Stock of such Subsidiary) of the
         issued and outstanding shares of capital stock or other equity
         interests in each Acquired Subsidiary and its Subsidiaries, together
         with stock powers therefor executed in blank and undated, (ii) UCC
         financing statements to be filed against the Acquired Subsidiaries, as
         debtor, in favor of the Administrative Agent, as secured party, (iii)
         deposit account agreements to the extent required by Section 4.2
         hereof; and (iv) patent and trademark collateral assignments to be
         filed with the United States Patent and Trademark Office;

                  (q) the Administrative Agent shall have received evidence of
         insurance required to be maintained under the Loan Documents, naming
         the Administrative Agent as loss payee and additional insured;

                  (r) the Administrative Agent shall have received copies of the
         articles of incorporation (or comparable constituent documents) and any
         amendments thereto for the Acquired Subsidiaries, certified in each
         instance by the appropriate governmental office of the state of its
         organization;

                  (s) the Administrative Agent shall have received a copy of
         by-laws (or comparable constituent documents) and any amendments
         thereto for the Acquired Subsidiaries, certified in each instance by
         its Secretary or Assistant Secretary;


                                      -44-
<PAGE>

                  (t) the Administrative Agent shall have received copies of
         resolutions of the Board of Directors for the Acquired Subsidiaries
         authorizing the execution, delivery, and performance of this Agreement
         and the other Loan Documents to which it is a party and the
         consummation of the transactions contemplated hereby and thereby,
         together with specimen signatures of the persons authorized to execute
         such documents on the Acquired Subsidiary's behalf, all certified in
         each instance by its Secretary or Assistant Secretary;

                  (u) the Administrative Agent shall have received copies of the
         certificates of good standing for the Acquired Subsidiaries (dated no
         earlier than 30 days prior to the date of the Ameriduct Acquisition)
         from the office of the secretary of the state of its incorporation and
         of each state in which it is qualified to do business as a foreign
         corporation;

                  (v) the Administrative Agent shall have received mortgagee's
         title insurance policies (or prepaid binding commitments therefor) in
         form and substance, and in amounts, acceptable to the Administrative
         Agent from a title insurance company acceptable to the Administrative
         Agent insuring the Liens of the Mortgages referred to in Section 7.2(p)
         above to be valid first priority Liens subject to no defects or
         objections which are unacceptable in the reasonable judgment of the
         Administrative Agent, together with such endorsements as the
         Administrative Agent may reasonably require;

                  (w) the Administrative Agent shall have received surveys in
         form and substance acceptable to the Administrative Agent on each
         parcel of the real property subject to the Lien of the Mortgages
         referred to in Section 7.2(p) above;

                  (x) a flood determination report prepared for the
         Administrative Agent by a flood determination company selected by the
         Administrative Agent stating whether or not any portion of the Premises
         subject to the Mortgages referred to in Section 7.2(p) above and the
         improvements thereon are in a federally designated flood hazard area;

                  (y) the Administrative Agent shall have received financing
         statement, tax, and judgment lien search results against the Property
         of Ameriduct Worldwide, Inc., and its Subsidiaries party hereto
         evidencing the absence of Liens on their Property except as permitted
         by Section 8.8 hereof;

                  (z) the Administrative Agent shall have received pay-off and
         lien release letters from secured creditors of Ameriduct Worldwide,
         Inc., and its Subsidiaries setting forth, among other things, the total
         amount of indebtedness outstanding and owing to them (or outstanding
         letters of credit issued for their account) and containing an
         undertaking to cause to be delivered to the Administrative Agent UCC
         termination statements, and any other lien release instruments
         necessary to release its Lien on all assets of Ameriduct Worldwide,
         Inc., and its Subsidiaries, which pay-off and lien release letters
         shall be in form and substance acceptable to the Administrative Agent;
         and


                                      -45-
<PAGE>

                  (aa) the Administrative Agent shall have received for each
         Lender the favorable written opinions of counsel to the Acquired
         Subsidiaries, in form and substance satisfactory to the Administrative
         Agent.

SECTION 8. COVENANTS.

         The Borrower agrees that, so long as any credit is available to or in
use by the Borrower hereunder, except to the extent compliance in any case or
cases is waived in writing by the Required Lenders:

         Section 8.1. Maintenance of Business. The Borrower shall, and shall
cause each Subsidiary to, preserve, and maintain its existence, except as
otherwise provided in Section 8.10(c) hereof. The Borrower shall, and shall
cause each Subsidiary to, preserve and keep in force and effect all licenses,
permits, franchises, approvals, patents, trademarks, trade names, trade styles,
copyrights, and other proprietary rights necessary to the proper conduct of its
business where the failure to do so is reasonably likely to have a Material
Adverse Effect.

         Section 8.2. Maintenance of Properties. The Borrower shall, and shall
cause each Subsidiary to, maintain, preserve, and keep its property, plant, and
equipment in good repair, working order, and condition (ordinary wear and tear
excepted) and shall from time to time make all needful and proper repairs,
renewals, replacements, additions, and betterments thereto so that at all times
the efficiency thereof shall be preserved and maintained, except to the extent
that, in the reasonable business judgment of such Person, any such Property is
no longer necessary for the proper conduct of the business of such Person.

         Section 8.3. Taxes and Assessments. The Borrower shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees, and governmental charges upon or against it or its
Property, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and adequate reserves are provided therefor.

         Section 8.4. Insurance. The Borrower shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Borrower shall insure, and shall cause each Subsidiary to
insure, such other hazards and risks (including employers' and public liability
risks) with good and responsible insurance companies as and to the extent
usually insured by Persons similarly situated and conducting similar businesses.
The Borrower shall in any event maintain, and cause each Subsidiary to maintain,
insurance on the Collateral to the extent required by the Collateral Documents.
The Borrower shall, upon the request of the Administrative Agent, furnish to the
Administrative Agent and the Lenders a certificate setting forth in summary form
the nature and extent of the insurance maintained pursuant to this Section.


                                      -46-
<PAGE>

         Section 8.5. Financial Reports. The Borrower shall, and shall cause
each Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and shall furnish to the Administrative Agent, each Lender, and each of
their duly authorized representatives such information respecting the business
and financial condition of the Borrower and of each Subsidiary as the
Administrative Agent or such Lender may reasonably request; and without any
request, the Borrower shall furnish to the Administrative Agent and the Lenders:

                  (a) as soon as available, and in any event within 45 days
         after the close of each of the first three fiscal quarters of each
         fiscal year, a copy of the consolidated balance sheet of the Borrower
         and its Subsidiaries as of the last day of such period and the
         consolidated statements of income, retained earnings, and cash flows of
         the Borrower and its Subsidiaries for the fiscal quarter and for the
         fiscal year-to-date period then ended, each in reasonable detail and
         showing in comparative form the figures for the corresponding date and
         period in the previous fiscal year, prepared by the Borrower in
         accordance with GAAP (subject to the absence of footnote disclosures
         and year-end audit adjustments) and certified to by its chief financial
         officer or another officer of the Borrower acceptable to the
         Administrative Agent;

                  (b) as soon as available, and in any event within 90 days
         after the close of each fiscal year of the Borrower, a copy of the
         consolidated and consolidating balance sheet of the Borrower and its
         Subsidiaries as of the last day of the period then ended and the
         consolidated statements of income, retained earnings, and cash flows of
         the Borrower and its Subsidiaries for the period then ended, and
         accompanying notes thereto, each in reasonable detail showing in
         comparative form the figures for the previous fiscal year, accompanied
         in the case of the consolidated financial statements by an unqualified
         opinion of Ernst & Young LLP or another firm of independent public
         accountants of recognized standing, selected by the Borrower and
         reasonably satisfactory to the Administrative Agent, to the effect that
         the consolidated financial statements have been prepared in accordance
         with GAAP and present fairly in all material respects in accordance
         with GAAP the consolidated financial condition of the Borrower and its
         Subsidiaries as of the close of such fiscal year and the results of
         their operations and cash flows for the fiscal year then ended and that
         an examination of such accounts in connection with such financial
         statements has been made in accordance with generally accepted auditing
         standards and, accordingly, such examination included such tests of the
         accounting records and such other auditing procedures as were
         considered necessary in the circumstances;

                  (c) promptly after receipt thereof, any additional written
         reports, management letters or other detailed information contained in
         writing concerning significant aspects of the Borrower's or any
         Subsidiary's operations and financial affairs given to it by its
         independent public accountants;

                  (d) promptly after the sending or filing thereof, copies of
         each financial statement, report, notice or proxy statement sent by the
         Borrower, or any Subsidiary, to its stockholders, and copies of each
         regular, periodic or special report, registration


                                      -47-
<PAGE>

         statement or prospectus filed by the Borrower, or any Subsidiary, with
         any securities exchange or the Securities and Exchange Commission or
         any successor agency;

                  (e) as soon as available, and in any event no later than 30
         days after the end of each fiscal year of the Borrower, a copy of the
         Borrower's consolidated and consolidating operating budget for the
         current fiscal year, such operating budget to show the Borrower's
         projected consolidated and consolidating revenues, expenses, and
         balance sheet on quarter-by-quarter basis, such operating budget to be
         in reasonable detail prepared by the Borrower and in form satisfactory
         to the Administrative Agent (which shall include a summary of all
         material assumptions made in preparing such operating budget);

                  (f) notice of any Change in Control;

                  (g) promptly after knowledge thereof shall have come to the
         attention of any responsible officer of the Borrower, written notice of
         any threatened or pending litigation or governmental proceeding or
         labor controversy against the Borrower or any Subsidiary which, if
         adversely determined, is reasonably likely to have a Material Adverse
         Effect or of the occurrence of any Default or Event of Default
         hereunder; and

                  (h) as soon as available, and in any event within 45 days
         after the last day of each fiscal quarter of the Borrower, a written
         certificate in the form attached hereto as Exhibit E signed by the
         chief financial officer of the Borrower, or such other officer of the
         Borrower acceptable to the Administrative Agent, to the effect that to
         the best of such officer's knowledge and belief no Default or Event of
         Default has occurred during the period covered by the most recent
         financial statements furnished pursuant to Section 8.5(a) or Section
         8.5(b) above or, if any such Default or Event of Default has occurred
         during such period, setting forth a description of such Default or
         Event of Default and specifying the action, if any, taken by the
         Borrower to remedy the same together with calculations supporting such
         statements in respect of Sections 8.21, 8.22, 8.23, 8.24, and 8.25 of
         this Agreement.

         Section 8.6. Inspection. The Borrower shall, and shall cause each
Subsidiary to, permit the Administrative Agent, each Lender, and each of their
duly authorized representatives and agents to visit and inspect any of its
Properties, corporate books, and financial records, to examine and make copies
of its books of accounts and other financial records, and to discuss its
affairs, finances, and accounts with, and to be advised as to the same by, its
officers, employees, and independent public accountants (and by this provision
the Borrower hereby authorizes such accountants to discuss with the
Administrative Agent and such Lenders the finances and affairs of the Borrower
and each of its Subsidiaries) at such reasonable times and intervals as the
Administrative Agent or any such Lender may designate. So long as no Event of
Default has occurred and is continuing, the Borrower shall not be obligated to
reimburse the Administrative Agent for its expenses incurred in connection with
more than one such inspection per calendar year. Any Lender may, upon reasonable
prior notice to the Borrower, accompany the Administrative Agent on such
inspections at that Lender's own expense.



                                      -48-
<PAGE>

         Section 8.7. Borrowings and Guaranties. The Borrower shall not, nor
shall it permit any of its Subsidiaries to, issue, incur, assume, create, or
have outstanding any Indebtedness for Borrowed Money, or be or become liable as
endorser, guarantor, surety, or otherwise for any debt, obligation, or
undertaking of any other Person, or otherwise agree to provide funds for payment
of the obligations of another, or supply funds thereto or invest therein or
otherwise assure a creditor of another against loss, or apply for or become
liable to the issuer of a letter of credit which supports an obligation of
another, or subordinate any claim or demand it may have to the claim or demand
of any other Person; provided, however, that the foregoing shall not restrict
nor operate to prevent:

                  (a) the Obligations of the Borrower and its Subsidiaries owing
         to the Administrative Agent and the Lenders under the Loan Documents;

                  (b) obligations of the Borrower arising out of interest rate
         hedging agreements entered into with financial institutions in the
         ordinary course of business (including, without limitation, the Hedging
         Liability owed to the Lenders and their Affiliates);

                  (c) endorsement of items for deposit or collection of
         commercial paper received in the ordinary course of business;

                  (d) indebtedness from time to time owing by any Domestic
         Subsidiary to the Borrower or to any other Domestic Subsidiary or by
         the Borrower to any Domestic Subsidiary;

                  (e) indebtedness from time to time owing by any Foreign
         Subsidiary to the Borrower or to any other Subsidiary to the extent
         permitted by Section 8.9(h) hereof;

                  (f) indebtedness identified and described on Schedule 8.7/8.8
         hereof, as reduced by payments of principal and interest thereon (and
         any refinancing, extension, renewal or refunding of the then
         outstanding principal balance thereof); and

                  (g) other indebtedness of the Borrower and its Subsidiaries
         (including, without limitation, purchase money indebtedness and
         Capitalized Lease Obligations) in an aggregate amount at any one time
         outstanding not to exceed 10% of Net Worth of the Borrower and its
         Subsidiaries as reflected on their most recent year-end audited
         financial statements.

         Section 8.8. Liens. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, create, incur, or permit to exist any Lien of any kind on
any Property owned by any such Person; provided, however, that the foregoing
shall not apply to nor operate to prevent:

                  (a) Liens arising by statute in connection with worker's
         compensation, unemployment insurance, old age benefits, social security
         obligations, taxes, assessments, statutory obligations or other similar
         charges (other than Liens arising under ERISA), good faith cash
         deposits in connection with tenders, contracts, or leases to which the
         Borrower or any Subsidiary is a party or other cash deposits required
         to be


                                      -49-
<PAGE>

         made in the ordinary course of business, provided in each case that the
         obligation is not for borrowed money and that the obligation secured is
         not overdue or, if overdue, is being contested in good faith by
         appropriate proceedings which prevent enforcement of the matter under
         contest and adequate reserves have been established therefor;

                  (b) mechanics', workmen's, materialmen's, landlords',
         carriers', or other similar Liens arising in the ordinary course of
         business with respect to obligations which are not due or which are
         being contested in good faith by appropriate proceedings which prevent
         enforcement of the matter under contest;

                  (c) judgment liens and judicial attachment liens not
         constituting an Event of Default under Section 9.1(g) hereof and the
         pledge of assets for the purpose of securing an appeal, stay or
         discharge in the course of any legal proceeding, provided that the
         aggregate amount (but without duplication) of such judgment liens and
         liabilities of the Borrower and its Subsidiaries secured by a pledge of
         assets permitted under this subsection, including interest and
         penalties thereon, if any, shall not be in excess of $500,000 at any
         one time outstanding;

                  (d) the Liens granted in favor of the Administrative Agent
         pursuant to the Collateral Documents;

                  (e) Liens identified and described on Schedule 8.7/8.8 hereof
         securing indebtedness permitted by Section 8.7(f) hereof;

                  (f) Liens on property of the Borrower or any Subsidiary
         created solely for the purpose of securing indebtedness permitted by
         Section 8.7(g) hereof, representing or incurred to finance, refinance,
         or refund the purchase price of Property, provided that (i) no such
         Lien shall extend to or cover other Property of the Borrower or such
         Subsidiary other than the respective Property so acquired, (ii) the
         principal amount of indebtedness secured by any such Lien shall at no
         time exceed the original purchase price of such Property, as reduced by
         repayments of principal thereon, and (iii) the aggregate principal
         amount of all such indebtedness secured by such Liens shall not at any
         one time exceed 5% of Total Assets of the Borrower and its Subsidiaries
         as reflected on their most recent year-end audited financial
         statements;

                  (g) any interest or title of a lessor or sublessor under any
         operating lease; and

                  (h) easements, rights-of-way, restrictions, and other similar
         encumbrances incurred in the ordinary course of business which, in the
         aggregate, are not substantial in amount and which do not materially
         detract from the value of the Property subject thereto or materially
         interfere with the ordinary conduct of the business of the Borrower or
         any Subsidiary.

         Section 8.9. Investments, Acquisitions, Loans, and Advances. The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, make, retain, or have outstanding any investments (whether through
purchase of stock or obligations or otherwise) in,


                                      -50-
<PAGE>

or loans or advances (other than for travel advances and other similar cash
advances made to employees in the ordinary course of business) to, any other
Person, or acquire all or any substantial part of the assets or business of any
other Person or division thereof; provided, however, that the foregoing shall
not apply to nor operate to prevent:

                  (a) investments in direct obligations of the United States of
         America or of any agency or instrumentality thereof whose obligations
         constitute full faith and credit obligations of the United States of
         America, provided that any such obligations shall mature within one
         year of the date of issuance thereof;

                  (b) investments in commercial paper rated at least P-1 by
         Moody's and at least A-1 by S&P maturing within one year of the date of
         issuance thereof;

                  (c) investments in certificates of deposit issued by any
         Lender or by any United States commercial bank having capital and
         surplus of not less than $100,000,000 which have a maturity of one year
         or less;

                  (d) investments in repurchase obligations with a term of not
         more than 7 days for underlying securities of the types described in
         subsection (a) above entered into with any bank meeting the
         qualifications specified in subsection (c) above, provided all such
         agreements require physical delivery of the securities securing such
         repurchase agreement, except those delivered through the Federal
         Reserve Book Entry System;

                  (e) investments in money market funds that invest solely, and
         which are restricted by their respective charters to invest solely, in
         investments of the type described in the immediately preceding
         subsections (a), (b), (c), and (d) above;

                  (f) the Borrower's and each Domestic Subsidiary's investments
         made from time to time in its Domestic Subsidiaries;

                  (g) intercompany advances made from time to time from the
         Borrower or any Domestic Subsidiary to any one or more other Domestic
         Subsidiaries in the ordinary course of business;

                  (h) investments, loans, and advances made by the Borrower and
         its Subsidiaries in Foreign Subsidiaries existing on the date hereof
         and identified and described on Schedule 8.9 hereof, and additional
         investments, loans, and advances made after the date hereof by the
         Borrower and its Subsidiaries in Foreign Subsidiaries in an aggregate
         amount not to exceed $5,000,000 at any one time outstanding;

                  (i) investments received in connection with or as a result of
         a bankruptcy, insolvency or similar reorganization of a customer;

                  (j) Permitted Acquisitions; and


                                      -51-
<PAGE>

                  (k) other investments, loans, and advances in addition to
         those otherwise permitted by this Section, including investments in
         joint ventures entered into in the ordinary course of business, in an
         aggregate amount not to exceed $2,500,000 at any one time outstanding.

In determining the amount of investments, acquisitions, loans, and advances
permitted under this Section, investments and acquisitions shall always be taken
at the original cost thereof (regardless of any subsequent appreciation or
depreciation therein), and loans and advances shall be taken at the principal
amount thereof then remaining unpaid.

        Section 8.10. Mergers, Consolidations and Sales. The Borrower shall not,
nor shall it permit any of its Subsidiaries to, be a party to any merger or
consolidation or amalgamation, or sell, transfer, lease, or otherwise dispose of
all or any part of its Property, including any disposition of Property as part
of a sale and leaseback transaction, or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however,
that this Section shall not apply to nor operate to prevent:

                  (a) the sale of inventory in the ordinary course of business;

                  (b) the sale, transfer, lease, or other disposition of
         Property of the Borrower or any Domestic Subsidiary to one another in
         the ordinary course of its business;

                  (c) the merger of any Subsidiary with and into the Borrower or
         any other Domestic Subsidiary, provided that, in the case of any merger
         involving the Borrower, the Borrower is the corporation surviving the
         merger;

                  (d) the sale of delinquent notes or accounts receivable in the
         ordinary course of business for purposes of collection only (and not
         for the purpose of any bulk sale or securitization transaction);

                  (e) the sale, transfer, or other disposition of any tangible
         personal property that, in the reasonable business judgment of the
         Borrower or its Subsidiary has become uneconomical, obsolete, or worn
         out, and which is disposed of in the ordinary course of business; and

                  (f) the sale, transfer, lease, or other disposition of
         Property of the Borrower or any Subsidiary (including any disposition
         of Property as part of a sale and leaseback transaction) aggregating
         for the Borrower and its Subsidiaries during the 12-month period ending
         on and including the date of such disposition not more than 5% of Total
         Assets of the Borrower and its Subsidiaries as reflected on their most
         recent year-end audited financial statements.

So long as no Default or Event of Default has occurred and is continuing or
would arise as a result thereof, upon the written request of the Borrower, the
Administrative Agent shall release its Lien on any Property sold pursuant to the
foregoing provisions.



                                      -52-
<PAGE>

        Section 8.11. Maintenance of Subsidiaries. The Borrower shall not
assign, sell, or transfer, nor shall it permit any of its Subsidiaries to issue,
assign, sell, or transfer, any shares of capital stock of a Subsidiary (or any
direct or indirect interest therein, whether by options, warrants, or
otherwise); provided, however, that the foregoing shall not operate to prevent
(a) Liens on the capital stock of Subsidiaries granted to the Administrative
Agent pursuant to the Collateral Documents, (b) the issuance, sale, and transfer
to any person of any shares of capital stock of a Subsidiary solely for the
purpose of qualifying, and to the extent legally necessary to qualify, such
person as a director of such Subsidiary, and (c) any transaction permitted by
Section 8.10(c) above.

        Section 8.12. Dividends and Certain Other Restricted Payments. The
Borrower shall not, nor shall it permit any of its Subsidiaries to, declare or
pay any dividends on or make any other distributions in respect of any class or
series of its capital stock, or directly or indirectly purchase, redeem or
otherwise acquire or retire any of its capital stock (collectively, "Restricted
Payments"); provided, however, that the foregoing shall not operate to prevent:
(a) the making of dividends or distributions to the Borrower by any of its
Subsidiaries, and (b) the Borrower may make Restricted Payments so long as (i)
no Default or Event of Default then exists or would arise after giving effect
thereto and (ii) the amount of Restricted Payments made by the Borrower, when
taken together with the aggregate amount of Restricted Payments previously made
by the Borrower during the term of this Agreement, shall not exceed the sum of
$5,000,000 plus (or minus) 25% of Net Income for the period from the date hereof
through the date of the payment of any such Restricted Payment (measured as a
single accounting period).

        Section 8.13. ERISA. The Borrower shall, and shall cause each of its
Subsidiaries to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed is reasonably
likely to result in the imposition of a Lien against any of its Property. The
Borrower shall, and shall cause each of its Subsidiaries to, promptly notify the
Administrative Agent and each Lender of (a) the occurrence of any reportable
event (as defined in ERISA and the regulations thereunder) with respect to a
Plan, other than those events as to which the notice requirement is waived under
the PBGC's regulations, (b) receipt of any notice from the PBGC of its intention
to seek termination of any Plan or appointment of a trustee therefor, (c) its
intention to terminate or withdraw from any Plan, and (d) the occurrence of any
event with respect to any Plan which would result in the incurrence by the
Borrower or any Subsidiary of any material liability, fine, or penalty, or any
material increase in the contingent liability of the Borrower or any Subsidiary
with respect to any post-retirement Welfare Plan benefit.

        Section 8.14. Compliance with Laws. (a) The Borrower shall, and shall
cause each of its Subsidiaries to, comply in all material respects with the
requirements of all federal, state, and local laws, rules, regulations,
ordinances, and orders applicable to or pertaining to its Property or business
operations, except where any non-compliance with such requirements, individually
or in the aggregate, is not reasonably likely to have a Material Adverse Effect
or could result in a Lien upon any of their Property.

         (b) Without limiting the agreements set forth in Section 8.14(a) above,
the Borrower shall at all times, and shall cause each Subsidiary to at all
times, do the following to the extent


                                      -53-
<PAGE>

the failure to do so could reasonably be expected to have a Material Adverse
Effect: (i) comply in all material respects with, and maintain each of the
Premises in compliance in all material respects with, all applicable
Environmental Laws; (ii) require that each tenant and subtenant, if any, of any
of the Premises or any part thereof comply in all material respects with all
applicable Environmental Laws; (iii) obtain and maintain in full force and
effect all material governmental approvals required by any applicable
Environmental Law for operations at each of the Premises; (iv) cure any material
violation by it or at any of the Premises of applicable Environmental Laws; (v)
not allow the operation at any of the Premises of any (1) landfill or dump or
(2) hazardous waste treatment, storage, or disposal facility or solid waste
disposal facility as defined pursuant to RCRA or any comparable state law; (vi)
not manufacture, use, generate, transport, treat, store, release, dispose or
handle any Hazardous Material at any of the Premises except in the ordinary
course of its business and in material compliance with Environmental Law; (vii)
within 10 Business Days notify the Administrative Agent in writing of and
provide any reasonably requested documents upon learning of any of the following
in connection with the Borrower or any Subsidiary or any of the Premises: (1)
any material liability for response or corrective action, natural resource
damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (2)
any material Environmental Claim; (3) any material violation of an Environmental
Law or material Release, threatened Release or disposal of a Hazardous Material;
(4) any restriction on the ownership, occupancy, use or transferability arising
pursuant to any (x) Release, threatened Release or disposal of a Hazardous
Substance or (y) Environmental Law; or (5) any environmental, natural resource,
health or safety condition, which could reasonably be expected to have a
Material Adverse Effect; (viii) conduct at its expense any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any material Release,
threatened Release or disposal of a Hazardous Material as required by any
applicable Environmental Law, (ix) abide by and observe any restrictions on the
use of the Premises imposed by any governmental authority as set forth in a deed
or other instrument affecting the Borrower's or any Subsidiary's interest
therein; (x) promptly provide or otherwise make available to the Administrative
Agent any reasonably requested non-privileged environmental record concerning
the Premises which the Borrower or any Subsidiary possesses or can reasonably
obtain; and (xi) perform, satisfy, and implement any operation or maintenance
actions required by any Environmental Law, or included in any no further action
letter or covenant not to sue issued by any governmental authority under any
Environmental Law.

        Section 8.15. Burdensome Contracts With Affiliates. The Borrower shall
not, nor shall it permit any of its Subsidiaries to, enter into any contract,
agreement, or business arrangement with any of its Affiliates (other than with
Wholly-Owned Subsidiaries) on terms and conditions which are less favorable to
the Borrower or such Subsidiary than would be usual and customary in similar
contracts, agreements, or business arrangements between Persons not affiliated
with each other.

        Section 8.16. No Changes in Fiscal Year. The fiscal year of the Borrower
and its Subsidiaries ends on the Saturday that is closest to December 31st of
each year, and the Borrower shall not, nor shall it permit any of its
Subsidiaries to, change its fiscal year from its present basis.


                                      -54-
<PAGE>

        Section 8.17. Formation of Subsidiaries. Prior to the formation or
acquisition of any Subsidiary, the Borrower shall provide the Administrative
Agent prior written notice thereof. In the event the Borrower forms or acquires
any Subsidiary, the Borrower shall at its expense cause the capital stock and
other equity interest of such Subsidiary owned by the Borrower or another
Subsidiary to be pledged to the Administrative Agent pursuant to Section 4
hereof (and, in the case of a Foreign Subsidiary, only to the extent required by
Section 4.1 hereof) and cause such Subsidiary to the extent required by Section
4.4 hereof to guarantee the Obligations pursuant to Section 12 hereof (and, in
that regard, the Borrower shall cause such Subsidiary to execute an Additional
Guarantor Supplement in the form attached hereto as Exhibit F or in such other
form acceptable to the Administrative Agent) and to pledge to the Administrative
Agent a Lien on such Subsidiary's real and personal property pursuant to such
Collateral Documents as the Administrative Agent may request together with such
other instruments, documents, certificates, and opinions as the Administrative
Agent may require.

        Section 8.18. Change in the Nature of Business. The Borrower shall not,
nor shall it permit any of its Subsidiaries to, engage in any business or
activity if as a result the general nature of the business of the Borrower or
any Subsidiary would be changed in any material respect from the general nature
of the business engaged in by it as of the date of this Agreement.

         Section 8.19. Use of Loan Proceeds. The Borrower shall use the credit
extended under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 6.4 hereof.

        Section 8.20. No Restrictions on Subsidiary Distributions. Except as
provided herein, the Borrower shall not, nor shall it permit any of its
Subsidiaries to, directly or indirectly create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of the Borrower or any Subsidiary to: (a) guarantee the
Obligations and grant Liens on its assets to the Administrative Agent for the
benefit of the Lenders as required by Sections 4 and 12 hereof, or (b) in the
case of any Subsidiary, pay dividends or make any other distribution on any of
such Subsidiary's capital stock or other equity interests owned by the Borrower
or any Subsidiary.

        Section 8.21. Net Worth. The Borrower shall at all times maintain Net
Worth in an amount not less than the sum of (a) $65,000,000, plus (b) 50% of Net
Income for each fiscal quarter of the Borrower ending after July 1, 2000 (i.e.,
commencing with the fiscal quarter beginning July 2, 2000), for which such Net
Income is a positive amount (i.e., there shall be no reduction to the minimum
amount of Net Worth required to be maintained hereunder for any fiscal quarter
in which Net Income is less than zero).

        Section 8.22. Total Funded Debt/EBITDA Ratio. As of the last day of each
fiscal quarter of the Borrower (commencing with the fiscal quarter ended June
30, 2000), the Borrower shall not permit the Total Funded Debt/EBITDA Ratio for
the four fiscal quarters of the Borrower then ended to be greater than (a) for
all periods ending prior to September 30, 2003, 3.0 to 1.0, and (b) for all
periods ending on and after September 30, 2003, 2.5 to 1.0.

        Section 8.23. Interest Coverage Ratio. As of the last day of each fiscal
quarter of the Borrower (commencing with the fiscal quarter ended June 30,
2000), the Borrower shall


                                      -55-
<PAGE>

maintain a ratio of (a) EBIT for the four fiscal quarters of the Borrower then
ended to (b) Interest Expense for the same four fiscal quarters then ended of
not less than 3.0 to 1.0; provided that for measurement periods ending on or
before September 30, 2001, Interest Expense shall be computed by multiplying the
actual amount thereof accruing from August 8, 2000 until the end of such period
by a fraction, the numerator of which is 365 and the denominator of which is a
number of days elapsed since August 8, 2000.

         Section 8.24. Capital Expenditures. The Borrower shall not, nor shall
it permit any Subsidiary to, incur Capital Expenditures in an aggregate amount
in excess of $20,000,000 during any fiscal year.

         Section 8.25 Operating Leases. The Borrower shall not, nor shall it
permit any Subsidiary to, acquire the use or possession of any Property under a
lease or similar arrangement, whether or not the Borrower or any Subsidiary has
the express or implied right to acquire title to or purchase such Property, at
any time if, after giving effect thereto, the aggregate amount of fixed rentals
and other consideration payable by the Borrower and its Subsidiaries under all
such leases and similar arrangements would exceed $10,000,000 during any fiscal
year of the Borrower. Capital Leases shall not be included in computing
compliance with this Section to the extent the Borrower's and its Subsidiaries'
liability in respect of the same is permitted by Section 8.7(e) hereof.

         Section 8.26 Post-Closing Requirements. Without limiting the Borrower's
obligations under this Agreement and the other Loan Documents, the Borrower
shall cause to be executed and delivered to the Administrative Agent landlord
waiver letters in form and substance satisfactory to the Administrative Agent
with respect to the leased premises located in Woodland, California, and
Blythewood, South Carolina, within 60 days of the date hereof.


SECTION 9. EVENTS OF DEFAULT AND REMEDIES.

         Section 9.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default" hereunder:

                   (a) (i) default in the payment when due of all or any part of
         the principal of any Note (whether at the stated maturity thereof or at
         any other time provided for in this Agreement) or (ii) default for a
         period of 5 days in the payment when due of all or any part of the
         interest on any Note or of any Reimbursement Obligation or of any fee
         or other Obligation payable hereunder or under any other Loan Document;

                   (b) default in the observance or performance of any covenant
         set forth in Sections 8.1, 8.5(a), 8.5(b), 8.5(e), 8.5(f), 8.5(g),
         8.5(h), 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.16, 8.18, 8.21, 8.22, 8.23,
         8.24, or 8.25 hereof or of any provision in any Loan Document dealing
         with the use, disposition or remittance of the proceeds of Collateral
         or requiring the maintenance of insurance thereon;


                                      -56-
<PAGE>

                   (c) default in the observance or performance of any other
         provision hereof or of any other Loan Document which is not remedied
         within 30 days after the earlier of (i) the date on which such default
         shall first become known to any senior officer of the Borrower or (ii)
         written notice thereof is given to the Borrower by the Administrative
         Agent;

                   (d) any representation or warranty made herein or in any
         other Loan Document or in any certificate furnished to the
         Administrative Agent or the Lenders pursuant hereto or thereto or in
         connection with any transaction contemplated hereby or thereby proves
         untrue in any material respect as of the date of the issuance or making
         or deemed making thereof;

                   (e) any event occurs or condition exists (other than those
         described in subsections (a) through (d) above) which is specified as
         an event of default under any of the other Loan Documents, or any of
         the Loan Documents shall for any reason not be or shall cease to be in
         full force and effect or is declared to be null and void, or any of the
         Collateral Documents shall for any reason fail to create a valid and
         perfected first priority Lien in favor of the Administrative Agent in
         any Collateral purported to be covered thereby except as expressly
         permitted by the terms thereof, or any Subsidiary takes any action for
         the purpose of terminating, repudiating, or rescinding any Loan
         Document executed by it or any of its obligations thereunder;

                   (f) default shall occur under any Indebtedness for Borrowed
         Money issued, assumed or guaranteed by the Borrower or any Subsidiary
         aggregating in excess of $500,000, or under any indenture, agreement,
         or other instrument under which such Indebtedness for Borrowed Money
         may be issued, and such default shall continue for a period of time
         sufficient to permit the acceleration of the maturity of any such
         Indebtedness for Borrowed Money (whether or not such maturity is in
         fact accelerated), or any such Indebtedness for Borrowed Money shall
         not be paid when due (whether by demand, lapse of time, acceleration or
         otherwise);

                   (g) any judgment or judgments, writ or writs, or warrant or
         warrants of attachment, or any similar process or processes shall be
         entered or filed against the Parent, the Borrower or any Subsidiary, or
         against any of their Property, in an aggregate amount in excess of
         $500,000 (except to the extent fully covered by insurance pursuant to
         which the insurer has accepted liability therefor in writing), and
         which remains undischarged, unvacated, unbonded, or unstayed for a
         period of 30 days;

                   (h) the Borrower or any Subsidiary, or any member of its
         Controlled Group, shall fail to pay when due an amount or amounts
         aggregating in excess of $250,000 which it shall have become liable to
         pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
         intent to terminate a Plan or Plans having aggregate Unfunded Vested
         Liabilities in excess of $250,000 (collectively, a "Material Plan")
         shall be filed under Title IV of ERISA by the Parent, the Borrower or
         any Subsidiary, or any other member of its Controlled Group, any plan
         administrator or any combination of the foregoing; or the PBGC shall
         institute proceedings under Title IV of ERISA to terminate


                                      -57-
<PAGE>

         or to cause a trustee to be appointed to administer any Material Plan
         or a proceeding shall be instituted by a fiduciary of any Material Plan
         against the Borrower or any Subsidiary, or any member of its Controlled
         Group, to enforce Section 515 or 4219(c)(5) of ERISA and such
         proceeding shall not have been dismissed within 30 days thereafter; or
         a condition shall exist by reason of which the PBGC would be entitled
         to obtain a decree adjudicating that any Material Plan must be
         terminated;

                   (i) the Borrower or any Subsidiary shall (i) have entered
         involuntarily against it an order for relief under the United States
         Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
         inability to pay, its debts generally as they become due, (iii) make an
         assignment for the benefit of creditors, (iv) apply for, seek, consent
         to, or acquiesce in, the appointment of a receiver, custodian, trustee,
         examiner, liquidator, or similar official for it or any substantial
         part of its Property, (v) institute any proceeding seeking to have
         entered against it an order for relief under the United States
         Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking
         dissolution, winding up, liquidation, reorganization, arrangement,
         adjustment, or composition of it or its debts under any law relating to
         bankruptcy, insolvency, or reorganization or relief of debtors or fail
         to file an answer or other pleading denying the material allegations of
         any such proceeding filed against it, (vi) take any corporate action in
         furtherance of any matter described in parts (i) through (v) above, or
         (vii) fail to contest in good faith any appointment or proceeding
         described in Section 9.1(j) hereof; or

                   (j) a custodian, receiver, trustee, examiner, liquidator, or
         similar official shall be appointed for the Borrower or any Subsidiary,
         or any substantial part of any of its Property, or a proceeding
         described in Section 9.1(i)(v) shall be instituted against the Borrower
         or any Subsidiary, and such appointment continues undischarged or such
         proceeding continues undismissed or unstayed for a period of 60 days.

         Section 9.2. Non-Bankruptcy Defaults. When any Event of Default other
than those described in subsection (i) or (j) of Section 9.1 hereof has occurred
and is continuing, the Administrative Agent shall, by written notice to the
Borrower: (a) if so directed by the Required Lenders, terminate the remaining
Commitments and all other obligations of the Lenders hereunder on the date
stated in such notice (which may be the date thereof); (b) if so directed by the
Required Lenders, declare the principal of and the accrued interest on all
outstanding Notes to be forthwith due and payable and thereupon all outstanding
Notes, including both principal and interest thereon, shall be and become
immediately due and payable together with all other amounts payable under the
Loan Documents without further demand, presentment, protest, or notice of any
kind; and (c) if so directed by the Required Lenders, demand that the Borrower
immediately pay to the Administrative Agent the full amount then available for
drawing under each or any Letter of Credit, and the Borrower agrees to
immediately make such payment and acknowledges and agrees that the Lenders would
not have an adequate remedy at law for failure by the Borrower to honor any such
demand and that the Administrative Agent, for the benefit of the Lenders, shall
have the right to require the Borrower to specifically perform such undertaking
whether or not any drawings or other demands for payment have been made under
any Letter of Credit. The Administrative Agent, after giving notice to the
Borrower pursuant to


                                      -58-
<PAGE>

Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such
notice to the other Lenders, but the failure to do so shall not impair or annul
the effect of such notice.

         Section 9.3. Bankruptcy Defaults. When any Event of Default described
in subsections (i) or (j) of Section 9.1 hereof has occurred and is continuing,
then all outstanding Notes shall immediately become due and payable together
with all other amounts payable under the Loan Documents without presentment,
demand, protest, or notice of any kind, the obligation of the Lenders to extend
further credit pursuant to any of the terms hereof shall immediately terminate
and the Borrower shall immediately pay to the Administrative Agent the full
amount then available for drawing under all outstanding Letters of Credit, the
Borrower acknowledging and agreeing that the Lenders would not have an adequate
remedy at law for failure by the Borrower to honor any such demand and that the
Lenders, and the Administrative Agent on their behalf, shall have the right to
require the Borrower to specifically perform such undertaking whether or not any
draws or other demands for payment have been made under any of the Letters of
Credit.

         Section 9.4. Collateral Account for Undrawn Letters of Credit and other
Obligations. (a) If the prepayment of the amount available for drawing under any
or all outstanding Letters of Credit is required under Section 1.10(b) or under
Section 9.2 or 9.3 above, the Borrower shall forthwith pay the amount required
to be so prepaid, to be held by the Administrative Agent as provided in
subsection (b) below.

         (b) All amounts prepaid pursuant to subsection (a) above shall be held
by the Administrative Agent in one or more separate collateral accounts (each
such account, and the credit balances, properties, and any investments from time
to time held therein, and any substitutions for such account, any certificate of
deposit or other instrument evidencing any of the foregoing and all proceeds of
and earnings on any of the foregoing being collectively called the "Collateral
Account") as security for, and for application by the Administrative Agent (to
the extent available) to, the reimbursement of any payment under any Letter of
Credit then or thereafter made by the Administrative Agent, and to the payment
of the unpaid balance of any Loans and all other Obligations. The Collateral
Account shall be held in the name of and subject to the exclusive dominion and
control of the Administrative Agent for the benefit of the Administrative Agent
and the Lenders. If and when requested by the Borrower, the Administrative Agent
shall invest funds held in the Collateral Account from time to time in direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America with a remaining
maturity of one year or less, provided that the Administrative Agent is
irrevocably authorized to sell investments held in the Collateral Account when
and as required to make payments out of the Collateral Account for application
to amounts due and owing from the Borrower to the Administrative Agent or
Lenders. Unless sooner released or applied pursuant to the terms hereof, if (i)
the Borrower shall have made payment of all such obligations referred to in
subsection (a) above, (ii) all relevant preference or other disgorgement periods
relating to the receipt of such payments have passed, and (iii) no Letters of
Credit, Commitments, Loans, or other Obligations remain outstanding hereunder,
then the Administrative Agent shall release to the Borrower any remaining
amounts held in the Collateral Account.


                                      -59-
<PAGE>

         Section 9.5. Notice of Default. The Administrative Agent shall give
notice to the Borrower under Section 9.1(c) hereof promptly upon being requested
to do so by any Lender and shall thereupon notify all the Lenders thereof.

         Section 9.6. Expenses. The Borrower agrees to pay to the Administrative
Agent and each Lender, and any other holder of any Obligations outstanding
hereunder, all expenses reasonably incurred or paid by the Administrative Agent
and such Lender or any such holder, including reasonable attorneys' fees
(including allocated costs of in-house counsel) and court costs, in connection
with any Default or Event of Default by the Borrower hereunder or in connection
with the enforcement of any of the Loan Documents (including all such costs and
expenses arising in connection with a proceeding under the United States
Bankruptcy Code affecting the Borrower or any Subsidiary).

SECTION 10. CHANGE IN CIRCUMSTANCES.

        Section 10.1. Change of Law. Notwithstanding any other provisions of
this Agreement or any Note, if at any time any change in applicable law or
regulation or in the interpretation thereof makes it unlawful for any Lender to
make or continue to maintain any Eurodollar Loans or to perform its obligations
as contemplated hereby, such Lender shall promptly give notice thereof to the
Borrower (with a copy to the Administrative Agent) and such Lender's obligations
to make or maintain Eurodollar Loans under this Agreement shall be suspended
until it is no longer unlawful for such Lender to make or maintain Eurodollar
Loans. The Borrower shall prepay on demand the outstanding principal amount of
any such affected Eurodollar Loans to the extent the continued maintenance
thereof is unlawful, together with all interest accrued thereon and all other
amounts then due and payable to such Lender under this Agreement; provided,
however, subject to all of the terms and conditions of this Agreement, the
Borrower may then elect to borrow the principal amount of the affected
Eurodollar Loans from such Lender by means of Base Rate Loans from such Lender,
which Base Rate Loans shall not be made ratably by the Lenders but only from
such affected Lender.

         Section 10.2. Unavailability of Deposits or Inability to Ascertain, or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:

                   (a) the Administrative Agent determines that deposits in U.S.
         Dollars (in the applicable amounts) are not being offered to it in the
         interbank eurodollar market for such Interest Period, or that by reason
         of circumstances affecting the interbank eurodollar market adequate and
         reasonable means do not exist for ascertaining the applicable LIBOR, or

                   (b) the Required Lenders advise the Administrative Agent that
         (i) LIBOR as determined by the Administrative Agent will not adequately
         and fairly reflect the cost to such Lenders of funding their Eurodollar
         Loans for such Interest Period, or (ii) that the making or funding of
         Eurodollar Loans become impracticable,


                                      -60-
<PAGE>

then the Administrative Agent shall forthwith give notice thereof to the
Borrower and the Lenders, whereupon until the Administrative Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist,
the obligations of the Lenders to make Eurodollar Loans shall be suspended.

        Section 10.3. Increased Cost and Reduced Return. (a) If, on or after the
date hereof, the adoption of any applicable law, rule, or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank, or comparable agency:

                   (i) shall subject any Lender (or its Lending Office) to any
         tax, duty, or other charge with respect to its Eurodollar Loans, its
         Notes, its Letter(s) of Credit, or its participation in any thereof,
         any Reimbursement Obligations owed to it or its obligation to make
         Eurodollar Loans, issue a Letter of Credit, or to participate therein,
         or shall change the basis of taxation of payments to any Lender (or its
         Lending Office) of the principal of or interest on its Eurodollar
         Loans, Letter(s) of Credit, or participations therein or any other
         amounts due under this Agreement or any other Loan Document in respect
         of its Eurodollar Loans, Letter(s) of Credit, any participation
         therein, any Reimbursement Obligations owed to it, or its obligation to
         make Eurodollar Loans, or issue a Letter of Credit, or acquire
         participations therein (except for changes in the rate of tax on the
         overall net income of such Lender or its Lending Office imposed by the
         jurisdiction in which such Lender's principal executive office or
         Lending Office is located); or

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, or similar requirement (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System, but excluding with respect to any Eurodollar Loans any
         such requirement included in an applicable Eurodollar Reserve
         Percentage) against assets of, deposits with or for the account of, or
         credit extended by, any Lender (or its Lending Office) or shall impose
         on any Lender (or its Lending Office) or on the interbank market any
         other condition affecting its Eurodollar Loans, its Notes, its
         Letter(s) of Credit, or its participation in any thereof, any
         Reimbursement Obligation owed to it, or its obligation to make
         Eurodollar Loans, or to issue a Letter of Credit, or to participate
         therein;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Lending Office) of making or maintaining any Eurodollar Loan, issuing or
maintaining a Letter of Credit, or participating therein, or to reduce the
amount of any sum received or receivable by such Lender (or its Lending Office)
under this Agreement or under any other Loan Document with respect thereto, by
an amount deemed by such Lender to be material, then, within 20 days after
demand by such Lender (with a copy to the Administrative Agent), the Borrower
shall be obligated to pay to such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduction, provided that
the Borrower shall not be required to

                                      -61-
<PAGE>

indemnify such Lender for any such costs incurred more than 90 days before such
notice is given.

         (b) If, after the date hereof, any Lender or the Administrative Agent
shall have determined that the adoption of any applicable law, rule, or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Lending Office) or
any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank, or comparable agency, has had the effect of reducing the rate of
return on such Lender's or such corporation's capital, as the case may be, as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change, or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, within 20 days after demand by such Lender
(with a copy to the Administrative Agent), the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction, provided that the Borrower shall not be required to indemnify such
Lender for any such costs incurred more than 90 days before such notice is
given.

         (c) A certificate of a Lender claiming compensation under this Section
10.3 and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive if reasonably determined. In determining such
amount, such Lender may use any reasonable averaging and attribution methods.

        Section 10.4. Lending Offices. Each Lender may, at its option, elect to
make its Loans hereunder at the branch, office, or affiliate specified on the
appropriate signature page hereof (each a "Lending Office") for each type of
Loan available hereunder or at such other of its branches, offices, or
affiliates as it may from time to time elect and designate in a written notice
to the Borrower and the Administrative Agent. To the extent reasonably possible,
a Lender shall designate an alternative branch or funding office with respect to
its Eurodollar Loans to reduce any liability of the Borrower to such Lender
under Section 10.3 hereof or to avoid the unavailability of Eurodollar Loans
under Section 10.2 hereof, so long as such designation is not otherwise
disadvantageous to the Lender.

        Section 10.5. Discretion of Lender as to Manner of Funding.
Notwithstanding any other provision of this Agreement, each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans in any
manner it sees fit, it being understood, however, that for the purposes of this
Agreement all determinations hereunder with respect to Eurodollar Loans shall be
made as if each Lender had actually funded and maintained each Eurodollar Loan
through the purchase of deposits in the interbank eurodollar market having a
maturity corresponding to such Loan's Interest Period and bearing an interest
rate equal to LIBOR for such Interest Period.


                                      -62-
<PAGE>

SECTION 11. THE ADMINISTRATIVE AGENT.

        Section 11.1. Appointment and Authorization of Administrative Agent.
Each Lender hereby appoints Harris Trust and Savings Bank as the Administrative
Agent under the Loan Documents and hereby authorizes the Administrative Agent to
take such action as Administrative Agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto. The Lenders expressly agree that the Administrative Agent is not acting
as a fiduciary of the Lenders in respect of the Loan Documents, the Borrower or
otherwise, and nothing herein or in any of the other Loan Documents shall result
in any duties or obligations on the Administrative Agent or any of the Lenders
except as expressly set forth herein.

        Section 11.2. Administrative Agent and its Affiliates. The
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any other Lender and may exercise or refrain
from exercising such rights and power as though it were not the Administrative
Agent, and the Administrative Agent and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with the Borrower or
any Affiliate of the Borrower as if it were not the Administrative Agent under
the Loan Documents. The term "Lender" as used herein and in all other Loan
Documents, unless the context otherwise clearly requires, includes the
Administrative Agent in its individual capacity as a Lender. References in
Section 1 hereof to the Administrative Agent's Loans, or to the amount owing to
the Administrative Agent for which an interest rate is being determined, refer
to the Administrative Agent in its individual capacity as a Lender.

        Section 11.3. Action by Administrative Agent. The obligations of the
Administrative Agent under the Loan Documents are only those expressly set forth
therein. Without limiting the generality of the foregoing, the Administrative
Agent shall not be required to take any action hereunder with respect to any
Default or Event of Default, except as expressly provided in Sections 9.2 and
9.5. Upon the occurrence of an Event of Default, the Administrative Agent shall
take such action to enforce its Lien on the Collateral and to preserve and
protect the Collateral as may be directed by the Required Lenders. Unless and
until the Required Lenders give such direction, the Administrative Agent may
(but shall not be obligated to) take or refrain from taking such actions as it
deems appropriate and in the best interest of all the Lenders. In no event,
however, shall the Administrative Agent be required to take any action in
violation of applicable law or of any provision of any Loan Document, and the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder or under any other Loan Document unless it first
receives any further assurances of its indemnification from the Lenders that it
may require, including prepayment of any related expenses and any other
protection it requires against any and all costs, expense, and liability which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall be entitled to assume that no Default or Event of
Default exists unless notified in writing to the contrary by a Lender or the
Borrower. If the Administrative Agent receives from the Borrower a written
notice of an Event of Default pursuant to Section 8.5 hereof, the Administrative
Agent shall promptly give each of the Lenders written notice thereof. In all
cases in which the Loan Documents do not require the Administrative Agent to
take specific action, the Administrative


                                      -63-
<PAGE>

Agent shall be fully justified in using its discretion in failing to take or in
taking any action thereunder. Any instructions of the Required Lenders, or of
any other group of Lenders called for under the specific provisions of the Loan
Documents, shall be binding upon all the Lenders and the holders of the
Obligations.

        Section 11.4. Consultation with Experts. The Administrative Agent may
consult with legal counsel, independent public accountants, and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants, or experts.

        Section 11.5. Liability of Administrative Agent; Credit Decision.
Neither the Administrative Agent nor any of its directors, officers, agents, or
employees shall be liable for any action taken or not taken by it in connection
with the Loan Documents: (a) with the consent or at the request of the Required
Lenders, or (b) in the absence of its own gross negligence or willful
misconduct. Neither the Administrative Agent nor any of its directors, officers,
agents, or employees shall be responsible for or have any duty to ascertain,
inquire into, or verify: (i) any statement, warranty, or representation made in
connection with this Agreement, any other Loan Document, or any Credit Event;
(ii) the performance or observance of any of the covenants or agreements of the
Borrower or any Subsidiary contained herein or in any other Loan Document; (iii)
the satisfaction of any condition specified in Section 7 hereof, except receipt
of items required to be delivered to the Administrative Agent; or (iv) the
validity, effectiveness, genuineness, enforceability, perfection, value, worth,
or collectibility hereof or of any other Loan Document or of any other documents
or writing furnished in connection with any Loan Document or of any Collateral;
and the Administrative Agent makes no representation of any kind or character
with respect to any such matter mentioned in this sentence. The Administrative
Agent may execute any of its duties under any of the Loan Documents by or
through employees, agents, and attorneys-in-fact and shall not be answerable to
the Lenders, the Borrower, or any other Person for the default or misconduct of
any such agents or attorneys-in-fact selected with reasonable care. The
Administrative Agent shall not incur any liability by acting in reliance upon
any notice, consent, certificate, other document or statement (whether written
or oral) believed by it to be genuine or to be sent by the proper party or
parties. In particular and without limiting any of the foregoing, the
Administrative Agent shall have no responsibility for confirming the accuracy of
any compliance certificate or other document or instrument received by it under
the Loan Documents. The Administrative Agent may treat the payee of any Note as
the holder thereof until written notice of transfer shall have been filed with
the Administrative Agent signed by such payee in form satisfactory to the
Administrative Agent. Each Lender acknowledges that it has independently and
without reliance on the Administrative Agent or any other Lender, and based upon
such information, investigations, and inquiries as it deems appropriate, made
its own credit analysis and decision to extend credit to the Borrower in the
manner set forth in the Loan Documents. It shall be the responsibility of each
Lender to keep itself informed as to the creditworthiness of the Borrower and
its Subsidiaries, and the Administrative Agent shall have no liability to any
Lender with respect thereto.

        Section 11.6. Indemnity. The Lenders shall ratably, in accordance with
their respective Percentages, indemnify and hold the Administrative Agent, and
its directors, officers, employees, agents, and representatives harmless from
and against any liabilities, losses, costs, or


                                      -64-
<PAGE>

expenses suffered or incurred by it under any Loan Document or in connection
with the transactions contemplated thereby, regardless of when asserted or
arising, except to the extent they are promptly reimbursed for the same by the
Borrower and except to the extent that any event giving rise to a claim was
caused by the gross negligence or willful misconduct of the party seeking to be
indemnified. The obligations of the Lenders under this Section shall survive
termination of this Agreement.

        Section 11.7. Resignation of Administrative Agent and Successor Agent.
The Administrative Agent may resign at any time by giving written notice thereof
to the Lenders and the Borrower. Upon any such resignation of the Administrative
Agent, the Required Lenders shall have the right to appoint a successor
Administrative Agent to serve in the same capacity as such resigning
Administrative Agent, provided that, unless an Event of Default has occurred and
is continuing, such successor Administrative Agent is reasonably acceptable to
the Borrower. If no successor Administrative Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30
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 any Lender hereunder or any
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$200,000,000. Upon the acceptance of its appointment as the Administrative Agent
hereunder, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent under the Loan Documents, and the retiring Administrative Agent shall be
discharged from its duties and obligations thereunder. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 11 and all protective provisions of the other Loan
Documents shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent, but no successor Administrative
Agent shall in any event be liable or responsible for any actions of its
predecessor. If any Administrative Agent resigns and no successor is appointed,
the rights and obligations of such Administrative Agent shall be automatically
assumed by the Required Lenders and (i) the Borrower shall be directed to make
all payments due each Lender hereunder directly to such Lender, and (ii) the
Administrative Agent's rights in the Collateral Documents shall be assigned
without representation, recourse, or warranty to the Lenders as their interests
may appear.

        Section 11.8. Hedging Arrangements. By virtue of a Lender's execution of
this Agreement or an assignment agreement pursuant to Section 13.12 hereof, as
the case may be, any Affiliate of such Lender with whom the Borrower has entered
into an agreement creating Hedging Liability shall be deemed a Lender party
hereto for purposes of any reference in a Loan Document to the parties for whom
the Administrative Agent is acting, it being understood and agreed that the
rights and benefits of such Affiliate under the Loan Documents consist
exclusively of such Affiliate's right to share in payments under the Loan
Documents and collections out of the Collateral as more fully set forth in other
provisions hereof.

        Section 11.9. Designation of Additional Agents. The Administrative Agent
shall have the continuing right, for purposes hereof, at any time and from time
to time to designate one or more of the Lenders (and/or its or their Affiliates)
as "syndication agents," "documentation agents,"


                                      -65-
<PAGE>

"arrangers," or other designations for purposes hereto, but such designation
shall have no substantive effect, and such Lenders and their Affiliates shall
have no additional powers, duties, or responsibilities as a result thereof.

SECTION 12. THE GUARANTEES.

        Section 12.1. The Guarantees. To induce the Lenders to provide the
credits described herein and in consideration of benefits expected to accrue to
the Borrower by reason of the Commitments and for other good and valuable
consideration, receipt of which is hereby acknowledged, each Subsidiary
(individually a "Guarantor" and collectively the "Guarantors," including
Subsidiaries formed or acquired after the date hereof executing an Additional
Guarantor Supplement in the form attached hereto as Exhibit F or such other form
acceptable to the Administrative Agent, but excluding Foreign Subsidiaries to
the extent provided in Section 4.4 hereof) hereby unconditionally and
irrevocably guarantees jointly and severally to the Administrative Agent, the
Lenders, and their Affiliates, and each other holder of any of the Obligations,
the due and punctual payment of all present and future Obligations evidenced by
or arising out of the Loan Documents, including, but not limited to, the due and
punctual payment of principal of and interest on the Notes, the Reimbursement
Obligations, amounts due under the Hedging Agreements, and the due and punctual
payment of all other Obligations now or hereafter owed by the Borrower under the
Loan Documents as and when the same shall become due and payable, whether at
stated maturity, by acceleration, or otherwise, according to the terms hereof
and thereof. In case of failure by the Borrower punctually to pay any
Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to
make such payment or to cause such payment to be made punctually as and when the
same shall become due and payable, whether at stated maturity, by acceleration,
or otherwise, and as if such payment were made by the Borrower.

         Section 12.2. Guarantee Unconditional. The obligations of each
Guarantor under this Section 12 shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or
otherwise affected by:

                  (a) any extension, renewal, settlement, compromise, waiver, or
         release in respect of any obligation of the Borrower or of any other
         guarantor under this Agreement or any other Loan Document or by
         operation of law or otherwise;

                  (b) any modification or amendment of or supplement to this
         Agreement or any other Loan Document;

                  (c) any change in the corporate existence, structure, or
         ownership of, or any insolvency, bankruptcy, reorganization, or other
         similar proceeding affecting, the Borrower, any other guarantor, or any
         of their respective assets, or any resulting release or discharge of
         any obligation of the Borrower or of any other guarantor contained in
         any Loan Document;


                                      -66-
<PAGE>

                  (d) the existence of any claim, set-off, or other rights which
         the Borrower or any other guarantor may have at any time against the
         Administrative Agent, any Lender, or any other Person, whether or not
         arising in connection herewith;

                  (e) any failure to assert, or any assertion of, any claim or
         demand or any exercise of, or failure to exercise, any rights or
         remedies against the Borrower, any other guarantor, or any other Person
         or Property;

                  (f) any application of any sums by whomsoever paid or
         howsoever realized to any obligation of the Borrower, regardless of
         what obligations of the Borrower remain unpaid;

                  (g) any invalidity or unenforceability relating to or against
         the Borrower or any other guarantor for any reason of this Agreement or
         of any other Loan Document or any provision of applicable law or
         regulation purporting to prohibit the payment by the Borrower or any
         other guarantor of the principal of or interest on any Note or any
         Reimbursement Obligation or any other amount payable under the Loan
         Documents; or

                  (h) any other act or omission to act or delay of any kind by
         the Administrative Agent, any Lender, or any other Person or any other
         circumstance whatsoever that might, but for the provisions of this
         paragraph, constitute a legal or equitable discharge of the obligations
         of the Borrower under this Section 12.

        Section 12.3. Discharge Only Upon Payment in Full; Reinstatement in
Certain Circumstances. Each Guarantor's obligations under this Section 12 shall
remain in full force and effect until the Commitments are terminated, all
Letters of Credit have expired, and the principal of and interest on the Notes
and all other amounts payable by the Borrower and the Guarantors under this
Agreement and all other Loan Documents shall have been paid in full. If at any
time any payment of the principal of or interest on any Note or any
Reimbursement Obligation or any other amount payable by the Borrower under the
Loan Documents is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy, or reorganization of the Borrower or of any guarantor,
or otherwise, each Guarantor's obligations under this Section 12 with respect to
such payment shall be reinstated at such time as though such payment had become
due but had not been made at such time.

        Section 12.4. Subrogation. Each Guarantor agrees it will not exercise
any rights which it may acquire by way of subrogation by any payment made
hereunder, or otherwise, until all the Obligations shall have been paid in full
subsequent to the termination of all the Commitments and expiration of all
Letters of Credit. If any amount shall be paid to a Guarantor on account of such
subrogation rights at any time prior to the later of (x) the payment in full of
the Obligations and all other amounts payable by the Borrower hereunder and the
other Loan Documents and (y) the termination of the Commitments and expiration
of all Letters of Credit, such amount shall be held in trust for the benefit of
the Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent for the benefit of the Lenders or be credited and applied
upon the Obligations, whether matured or unmatured, in accordance with the terms
of this Agreement.


                                      -67-
<PAGE>

         Section 12.5. Waivers. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest, and any notice not provided for herein, as
well as any requirement that at any time any action be taken by the
Administrative Agent, any Lender, or any other Person against the Borrower,
another guarantor, or any other Person.

        Section 12.6. Limit on Recovery. Notwithstanding any other provision
hereof, the right of recovery against each Guarantor under this Section 12 shall
not exceed $1.00 less than the lowest amount which would render such Guarantor's
obligations under this Section 12 void or voidable under applicable law,
including, without limitation, fraudulent conveyance law.

        Section 12.7. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrower under this Agreement or any other
Loan Document is stayed upon the insolvency, bankruptcy, or reorganization of
the Borrower, all such amounts otherwise subject to acceleration under the terms
of this Agreement or the other Loan Documents shall nonetheless be payable by
the Guarantors hereunder forthwith on demand by the Administrative Agent made at
the request of the Required Lenders.

SECTION 13. MISCELLANEOUS.

         Section 13.1. Withholding Taxes.

         (a) Payments Free of Withholding. Except as otherwise required by law
and subject to Section 13.1(b) hereof, each payment by the Borrower or any
Guarantor under this Agreement or the other Loan Documents shall be made without
withholding for or on account of any present or future taxes (other than overall
net income taxes on the recipient) imposed by or within the jurisdiction in
which the Borrower or such Guarantor is domiciled, any jurisdiction from which
the Borrower or such Guarantor makes any payment, or (in each case) any
political subdivision or taxing authority thereof or therein. If any such
withholding is so required, the Borrower or the relevant Guarantor shall make
the withholding, pay the amount withheld to the appropriate governmental
authority before penalties attach thereto or interest accrues thereon and
forthwith pay such additional amount as may be necessary to ensure that the net
amount actually received by each Lender and the Administrative Agent free and
clear of such taxes (including such taxes on such additional amount) is equal to
the amount which that Lender or the Administrative Agent (as the case may be)
would have received had such withholding not been made. If the Administrative
Agent or any Lender pays any amount in respect of any such taxes, penalties, or
interest, the Borrower or the relevant Guarantor shall reimburse the
Administrative Agent or such Lender for that payment within 20 days after demand
therefor in the currency in which such payment was made. If the Borrower or a
Guarantor pays any such taxes, penalties, or interest, it shall deliver official
tax receipts evidencing that payment or certified copies thereof to the Lender
or the Administrative Agent on whose account such withholding was made (with a
copy to the Administrative Agent if not the recipient of the original) on or
before the thirtieth day after payment.

         (b) U.S. Withholding Tax Exemptions. Each Lender that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent on or before the date the
initial Credit Event is made hereunder or, if later,


                                      -68-
<PAGE>

the date such financial institution becomes a Lender hereunder, two duly
completed and signed copies of (i) either Form W-8 BEN (relating to such Lender
and entitling it to a complete exemption from withholding under the Code on all
amounts to be received by such Lender, including fees, pursuant to the Loan
Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be
received by such Lender, including fees, pursuant to the Loan Documents and the
Obligations) of the United States Internal Revenue Service, or (ii) solely if
such Lender is claiming exemption from United States withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a Form W-8 BEN, or any successor form prescribed by the Internal
Revenue Service, and a certificate representing that such Lender is not a bank
for purposes of Section 881(c) of the Code, is not a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower, and is
not a controlled foreign corporation related to the Borrower (within the meaning
of Section 864(d)(4) of the Code). Thereafter and from time to time, each Lender
shall submit to the Borrower and the Administrative Agent such additional duly
completed and signed copies of one or the other of such Forms (or such successor
forms as shall be adopted from time to time by the relevant United States taxing
authorities) and such other certificates as may be (i) requested by the Borrower
in a written notice, directly or through the Administrative Agent, to such
Lender, and (ii) required under then-current United States law or regulations to
avoid or reduce United States withholding taxes on payments in respect of all
amounts to be received by such Lender, including fees, pursuant to the Loan
Documents or the Obligations. Upon the request of the Borrower or the
Administrative Agent, each Lender that is a United States person (as such term
is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and
the Administrative Agent a certificate to the effect that it is such a United
States person.

         (c) Inability of Lender to Submit Forms. If any Lender determines, as a
result of any change in applicable law, regulation, or treaty, or in any
official application or interpretation thereof, that it is unable to submit to
the Borrower or the Administrative Agent any form or certificate that such
Lender is obligated to submit pursuant to subsection (b) of this Section 13.1 or
that such Lender is required to withdraw or cancel any such form or certificate
previously submitted or any such form or certificate otherwise becomes
ineffective or inaccurate, such Lender shall promptly notify the Borrower and
Administrative Agent of such fact and the Lender shall to that extent not be
obligated to provide any such form or certificate and will be entitled to
withdraw or cancel any affected form or certificate, as applicable.

        Section 13.2. No Waiver, Cumulative Remedies. No delay or failure on the
part of the Administrative Agent or any Lender or on the part of the holder or
holders of any of the Obligations in the exercise of any power or right under
any Loan Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. The rights and remedies hereunder of the Administrative Agent, the
Lenders, and of the holder or holders of any of the Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would
otherwise have.

        Section 13.3. Non-Business Days. If any payment hereunder becomes due
and payable on a day which is not a Business Day, the due date of such payment
shall be extended to the next succeeding Business Day on which date such payment
shall be due and payable. In the case of


                                      -69-
<PAGE>

any payment of principal falling due on a day which is not a Business Day,
interest on such principal amount shall continue to accrue during such extension
at the rate per annum then in effect, which accrued amount shall be due and
payable on the next scheduled date for the payment of interest.

        Section 13.4. Documentary Taxes. The Borrower agrees to pay on demand
any documentary, stamp, or similar taxes payable in respect of this Agreement or
any other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

        Section 13.5. Survival of Representations. All representations and
warranties made herein or in any other Loan Document or in certificates given
pursuant hereto or thereto shall survive the execution and delivery of this
Agreement and the other Loan Documents, and shall continue in full force and
effect with respect to the date as of which they were made as long as any credit
is in use or available hereunder.

        Section 13.6. Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Lenders of amounts sufficient to
protect the yield of the Lenders with respect to the Loans and Letters of
Credit, including, but not limited to, Sections 1.13, 10.3, and 13.16 hereof,
shall survive the termination of this Agreement and the other Loan Documents and
the payment of the Obligations.

        Section 13.7. Sharing of Set-Off. Each Lender agrees with each other
Lender a party hereto that if such Lender shall receive and retain any payment,
whether by set-off or application of deposit balances or otherwise, on any of
the Loans or Reimbursement Obligations in excess of its ratable share of
payments on all such Obligations then outstanding to the Lenders, then such
Lender shall purchase for cash at face value, but without recourse, ratably from
each of the other Lenders such amount of the Loans or Reimbursement Obligations,
or participations therein, held by each such other Lenders (or interest therein)
as shall be necessary to cause such Lender to share such excess payment ratably
with all the other Lenders; provided, however, that if any such purchase is made
by any Lender, and if such excess payment or part thereof is thereafter
recovered from such purchasing Lender, the related purchases from the other
Lenders shall be rescinded ratably and the purchase price restored as to the
portion of such excess payment so recovered, but without interest. For purposes
of this Section, amounts owed to or recovered by the Administrative Agent in
connection with Reimbursement Obligations in which Lenders have been required to
fund their participation shall be treated as amounts owed to or recovered by the
Administrative Agent as a Lender hereunder.

        Section 13.8. Notices. Except as otherwise specified herein, all notices
hereunder and under the other Loan Documents shall be in writing (including,
without limitation, notice by telecopy) and shall be given to the relevant party
at its address or telecopier number set forth below, or such other address or
telecopier number as such party may hereafter specify by notice to the
Administrative Agent and the Borrower given by courier, by United States
certified or registered mail, by telecopy or by other telecommunication device
capable of creating a written record of such notice and its receipt. Notices
under the Loan Documents to the Lenders and the


                                      -70-
<PAGE>

Administrative Agent shall be addressed to their respective addresses or
telecopier numbers set forth on the signature pages hereof, and to the Borrower
to:

                           The Lamson & Sessions Co.
                           25701 Science Park Drive
                           Cleveland, OH 44122-7313
                           Attention:   James J. Abel
                           Telephone:   (216) 766-6557
                           Telecopy:    (216) 514-6925

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section or on the signature pages hereof and a confirmation of
such telecopy has been received by the sender, (ii) if given by mail, 5 days
after such communication is deposited in the mail, certified or registered with
return receipt requested, addressed as aforesaid or (iii) if given by any other
means, when delivered at the addresses specified in this Section or on the
signature pages hereof; provided that any notice given pursuant to Section 1
hereof shall be effective only upon receipt.

         Section 13.9. Counterparts. This Agreement may be executed in any
number of counterparts, and by the different parties hereto on separate
counterpart signature pages, and all such counterparts taken together shall be
deemed to constitute one and the same instrument.

       Section 13.10. Successors and Assigns. This Agreement shall be binding
upon the Borrower and the Guarantors and their successors and assigns, and shall
inure to the benefit of the Administrative Agent and each of the Lenders and the
benefit of their respective successors and assigns, including any subsequent
holder of any of the Obligations. The Borrower may not assign any of its rights
or obligations under any Loan Document without the written consent of all of the
Lenders.

      Section 13.11. Participants. Each Lender shall have the right at its own
cost to grant participations (to be evidenced by one or more agreements or
certificates of participation) in the Loans made and Reimbursement Obligations
and/or Commitments held by such Lender at any time and from time to time to one
or more other Persons; provided that no such participation shall relieve any
Lender of any of its obligations under this Agreement, and, provided further
that no such participant shall have any rights under this Agreement except as
provided in this Section, and the Administrative Agent shall have no obligation
or responsibility to such participant. Any agreement pursuant to which such
participation is granted shall provide that the granting Lender shall retain the
sole right and responsibility to enforce the obligations of the Borrower under
this Agreement and the other Loan Documents, including, without limitation, the
right to approve any amendment, modification, or waiver of any provision of the
Loan Documents, except that such agreement may provide that such Lender will not
agree to any modification, amendment, or waiver of the Loan Documents with
respect to any items in Sections 13.14(i) and 13.14(ii). Any party to which such
a participation has been granted shall have the benefits of Section 1.13,
Section 10.3, and Section 13.16 hereof, provided that the Borrower shall not be
obligated to pay any amount in excess of the amount it would have been liable
for had such participation not been made. The Borrower authorizes each Lender to

                                      -71-
<PAGE>

disclose to any participant or prospective participant under this Section any
financial or other information pertaining to the Borrower or any Subsidiary,
provided such participant or prospective participant agrees to abide by Section
13.13 hereof.

       Section 13.12. Assignments. (a) Each Lender shall have the right at any
time, with the prior consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and, so long as no Event of Default then exists,
the Borrower (which consent of the Borrower shall not be unreasonably withheld,
provided no consent of the Borrower shall be required as to assignments between
a Lender and its Affiliates, whether or not an Event of Default exists), to
sell, assign, transfer, or negotiate all or any part of its rights and
obligations under the Loan Documents (including, without limitation, the
indebtedness evidenced by the Notes then held by such assigning Lender, together
with an equivalent percentage of its obligation to make loans and advances and
participate in L/Cs) to one or more commercial banks or other financial
institutions, provided that, unless otherwise agreed to by the Administrative
Agent, such assignment shall be of a fixed percentage (and not by its terms of
varying percentage) of the assigning Lender's rights and obligations under the
Loan Documents; provided, however, that in order to make any such assignment (i)
unless the assigning Lender is assigning all of its Commitments, outstanding
Loans, and Reimbursement Obligations, the assigning Lender shall retain at least
$5,000,000 in Commitments, outstanding Loans, and Reimbursement Obligations,
(ii) the assignee Lender shall have Commitments, outstanding Loans, and
Reimbursement Obligations of at least $5,000,000, (iii) each such assignment
shall be evidenced by a written agreement (substantially in the form attached
hereto as Exhibit G or in such other form acceptable to the Administrative
Agent) executed by such assigning Lender, such assignee Lender or Lenders, the
Administrative Agent and, if required as provided above, the Borrower, which
agreement shall specify in each instance the portion of the Obligations which
are to be assigned to the assignee Lender and the portion of the Commitments of
the assigning Lender to be assumed by the assignee Lender or Lenders, (iv) the
Swing Loans and Swing Line Commitment shall only be assigned, if at all, in
total, and (v) the assigning Lender shall pay to the Administrative Agent a
processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses
incurred by the Administrative Agent in connection with any such assignment
agreement. Any such assignee shall become a Lender for all purposes hereunder to
the extent of the rights and obligations under the Loan Documents it assumes and
the assigning Lender shall be released from its obligations, and will have
released its rights, under the Loan Documents to the extent of such assignment.
The address for notices to such assignee Lender shall be as specified in the
assignment agreement executed by it. Concurrently with the execution and
delivery of such assignment agreement, the Borrower shall execute and deliver
Notes to the assignee Lender and the assigning Lender in the respective amounts
of their Commitments (or assigned principal amounts, as applicable) after giving
effect to the reduction occasioned by such assignment (all such Notes to
constitute "Notes" for all purposes of the Loan Documents), and the assignee
Lender shall thereafter surrender to the Borrower its old Notes. The Borrower
authorizes each Lender to disclose to any purchaser or prospective purchaser of
an interest in the Loans and Reimbursement Obligations owed to it or its
Commitments under this Section any financial or other information pertaining to
the Borrower or any Subsidiary, provided such purchaser or prospective purchaser
agrees to abide by Section 13.13 hereof.


                                      -72-
<PAGE>

         (b) Any Lender may at any time pledge or grant a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any such pledge or grant to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or grant of a security interest;
provided that no such pledge or grant of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or
secured party for such Lender as a party hereto; provided further, however, the
right of any such pledgee or grantee (other than any Federal Reserve Bank) to
further transfer all or any portion of the rights pledged or granted to it,
whether by means of foreclosure or otherwise, shall be at all times subject to
the terms of this Agreement.

       Section 13.13. Confidential Information. The Administrative Agent and the
Lenders each agree to use their commercially reasonable best efforts to keep
confidential any nonpublic information of the type that is ordinarily considered
confidential or is otherwise designated by the Borrower as confidential that is
delivered to them by the Borrower and not to disclose such information to
Persons other than those employed by or engaged by the Administrative Agent or
such Lender and those employed by or engaged by such Person's assignees or
participants. This Section shall not apply to disclosures required to be made by
the Administrative Agent or any Lender pursuant to any regulatory or
governmental agency or pursuant to legal process; provided, however, that if the
Administrative Agent or any Lender is required to make such disclosure such
Person shall endeavor to give advance notice of such required disclosure to the
Borrower and shall in any event give the Borrower prompt notice of such required
disclosure after it is made.

       Section 13.14. Amendments. Any provision of this Agreement or the other
Loan Documents may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by (a) the Borrower, (b) the Required
Lenders, and (c) if the rights or duties of the Administrative Agent are
affected thereby, the Administrative Agent; provided that:

                   (i) no amendment or waiver pursuant to this Section 13.14
         shall (A) increase any Commitment of any Lender without the consent of
         such Lender, or increase the aggregate Commitments of the Lenders
         without the consent of Lenders whose outstanding Loans, interests in
         Letters of Credit and Unused Revolving Credit Commitments constitute
         more than 60% of the sum of the total outstanding Loans, interests in
         Letters of Credit, and Unused Revolving Credit Commitments, or (B)
         reduce the amount of or postpone the date for payment of any principal
         of or interest on any existing or future Loan or of any Reimbursement
         Obligation or of any fee payable hereunder without the consent of the
         Lender to which such payment is owing or which has committed to make
         such Loan or Letter of Credit (or participate therein) hereunder; and

                  (ii) no amendment or waiver pursuant to this Section 13.14
         shall, unless signed by each Lender, change the definitions of
         Revolving Credit Termination Date or Required Lenders, change the
         provisions of this Section 13.14, release any guarantor or all or any
         substantial part of the Collateral (except as otherwise provided for in
         the Loan Documents), or affect the number of Lenders required to take
         any action hereunder or


                                      -73-
<PAGE>

         under any other Loan Document or change the pro rata treatment of the
         Lenders as provided in the Loan Documents.

       Section 13.15. Headings. Section headings used in this Agreement are
for reference only and shall not affect the construction of this Agreement.

       Section 13.16. Costs and Expenses; Indemnification. (a) The Borrower
agrees to pay all reasonable costs and out-of-pocket expenses of the
Administrative Agent in connection with the preparation, negotiation, and
administration of the Loan Documents, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, in
connection with the preparation and execution of the Loan Documents, and any
amendment, waiver or consent related thereto, whether or not the transactions
contemplated herein are consummated. The Borrower further agrees to indemnify
the Administrative Agent, each Lender, and their respective directors, officers
and employees, against all losses, claims, damages, penalties, judgments,
liabilities, and reasonable expenses (including, without limitation, all
reasonable expenses of litigation or preparation therefor, whether or not the
indemnified Person is a party thereto, or any settlement arrangement arising
from or relating to any such litigation) which any of them may pay or incur
arising out of or relating to any Loan Document or any of the transactions
contemplated thereby or the direct or indirect application or proposed
application of the proceeds of any Loan or Letter of Credit, other than those
which arise from the gross negligence or willful misconduct of the party
claiming indemnification or such party's material breach of this Agreement. The
Borrower, upon demand by the Administrative Agent or a Lender at any time, shall
reimburse the Administrative Agent or such Lender for any reasonable legal or
other expenses incurred in connection with investigating or defending against
any of the foregoing (including any settlement costs relating to the foregoing)
except if the same is directly due to the gross negligence or willful misconduct
of the party to be indemnified. The obligations of the Borrower under this
Section shall survive the termination of this Agreement.

       (b) The Borrower unconditionally agrees to forever indemnify, defend, and
hold harmless, and covenants not to sue for any claim for contribution against,
the Administrative Agent and the Lenders for any damages, costs, loss, or
expense, including, without limitation, response, remedial, or removal costs,
arising out of any of the following: (i) any presence, release, threatened
release, or disposal of any hazardous or toxic substance or petroleum by the
Borrower or any Subsidiary or otherwise occurring on or with respect to its
Property (whether owned or leased), (ii) the operation or violation of any
environmental law, whether federal, state, or local, and any regulations
promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring
on or with respect to its Property (whether owned or leased), (iii) any claim
for personal injury or property damage in connection with the Borrower or any
Subsidiary or otherwise occurring on or with respect to its Property (whether
owned or leased), and (iv) the inaccuracy or breach of any environmental
representation, warranty, or covenant by the Borrower or any Subsidiary made
herein or in any other Loan Document evidencing or securing any Obligations or
setting forth terms and conditions applicable thereto or otherwise relating
thereto, except for damages arising from the willful misconduct or gross
negligence of the party claiming indemnification or such party's material breach
of this Agreement. This indemnification shall survive the payment and
satisfaction of all Obligations and the termination

                                      -74-
<PAGE>
of this Agreement. This indemnification shall be binding upon the successors
and assigns of the Borrower and shall inure to the benefit of the Administrative
Agent and the Lenders and their directors, officers, employees, agents, and
collateral trustees, and their successors and assigns.

       Section 13.17. Set-off. In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
upon the occurrence of any Event of Default, each Lender and each subsequent
holder of any Obligation is hereby authorized by the Borrower and each Guarantor
at any time or from time to time, without notice to the Borrower, any Guarantor,
or any other Person, any such notice being hereby expressly waived, to set-off
and to appropriate and to apply any and all deposits (general or special,
including, but not limited to, indebtedness evidenced by certificates of
deposit, whether matured or unmatured, but not including trust accounts, and in
whatever currency denominated) and any other indebtedness at any time held or
owing by that Lender or that subsequent holder to or for the credit or the
account of the Borrower or any Guarantor, whether or not matured, against and on
account of the Obligations of the Borrower and the Guarantors to that Lender or
that subsequent holder under the Loan Documents, including, but not limited to,
all claims of any nature or description arising out of or connected with the
Loan Documents, irrespective of whether or not (a) that Lender or that
subsequent holder shall have made any demand hereunder, or (b) the principal of
or the interest on the Loans or Notes and other amounts due hereunder shall have
become due and payable pursuant to Section 9 and although said obligations and
liabilities, or any of them, may be contingent or unmatured.

       Section 13.18. Entire Agreement. The Loan Documents constitute the entire
understanding of the parties thereto with respect to the subject matter thereof
and any prior agreements, whether written or oral, with respect thereto are
superseded hereby.

       Section 13.19. Governing Law. This Agreement and the other Loan
Documents, and the rights and duties of the parties hereto, shall be construed
and determined in accordance with the internal laws of the State of Illinois.

       Section 13.20. Severability of Provisions. Any provision of any Loan
Document which is unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. All rights, remedies
and powers provided in this Agreement and the other Loan Documents may be
exercised only to the extent that the exercise thereof does not violate any
applicable mandatory provisions of law, and all the provisions of this Agreement
and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement or the other Loan
Documents invalid or unenforceable.

       Section 13.21. Excess Interest. Notwithstanding any provision to the
contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount in excess of the
maximum amount of interest permitted by applicable law to be charged for the use
or detention, or the forbearance in the collection, of all or any portion of the
Loans or other obligations outstanding under this Agreement or any other Loan


                                      -75-
<PAGE>

Document ("Excess Interest"). If any Excess Interest is provided for, or is
adjudicated to be provided for, herein or in any other Loan Document, then in
such event (a) the provisions of this Section shall govern and control; (b)
neither of the Borrower nor any guarantor or endorser shall be obligated to pay
any Excess Interest; (c) any Excess Interest that the Administrative Agent or
any Lender may have received hereunder shall, at the option of the
Administrative Agent, be (i) applied as a credit against the then outstanding
principal amount of Loans hereunder, accrued and unpaid interest thereon (not to
exceed the maximum amount permitted by applicable law) and any other
Obligations, or all of the foregoing; (ii) refunded to the Borrower, or (iii)
any combination of the foregoing; (d) the interest rate payable hereunder or
under any other Loan Document shall be automatically subject to reduction to the
maximum lawful contract rate allowed under applicable usury laws, and this
Agreement and the other Loan Documents shall be deemed to have been, and shall
be, reformed and modified to reflect such reduction in the relevant interest
rate; and (e) neither of the Borrower nor any guarantor or endorser shall have
any action against the Administrative Agent or any Lender for any damages
whatsoever arising out of the payment or collection of any Excess Interest.

       Section 13.22. Construction. Nothing contained herein shall be deemed or
construed to permit any act or omission which is prohibited by the terms of any
Collateral Document, the covenants and agreements contained herein being in
addition to and not in substitution for the covenants and agreements contained
in the Collateral Documents.

       Section 13.23. Lender's Obligations Several. The obligations of the
Lenders hereunder are several and not joint. Nothing contained in this Agreement
and no action taken by the Lenders pursuant hereto shall be deemed to constitute
the Lenders a partnership, association, joint venture or other entity.

       Section 13.24. Submission to Jurisdiction; Waiver of Jury Trial. The
Borrower and the Guarantors hereby submit to the nonexclusive jurisdiction of
the United States District Court for the Northern District of Illinois and of
any Illinois State court sitting in the City of Chicago for purposes of all
legal proceedings arising out of or relating to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby. The Borrower and
the Guarantors irrevocably waive, to the fullest extent permitted by law, any
objection which they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. THE BORROWER,
THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

       Section 13.25. Equalization of Revolving Loans and Commitments. Subject
to the satisfaction of the conditions precedent set forth in Section 7.2 hereof,
all loans and letters of credit outstanding under the Original Credit Agreement
shall remain outstanding as the initial Borrowing of Revolving Loans and Letters
of Credit under this Agreement and, in connection therewith, the Borrower shall
be deemed to have prepaid all outstanding Eurodollar Loans on the Effective Date
and shall pay to each Lender who is currently a party to the Original Credit
Agreement any compensation due such Lender under Section 1.12 of the Original
Credit

                                      -76-
<PAGE>

Agreement as a result thereof. On the Effective Date, the Lenders each agree to
make such purchases and sales of interests in the outstanding Revolving Loans
and interests in outstanding Letters of Credit between themselves so that each
Lender is then holding its Revolver Percentage of outstanding Revolving Loans
and L/C Obligations. Such purchases and sales shall be arranged through the
Administrative Agent and each Lender hereby agrees to execute such further
instruments and documents, if any, as the Administrative Agent may reasonably
request in connection therewith.

       Section 13.26. Amendment and Restatement. This Agreement shall become
effective on the Effective Date and shall supersede all provisions of the
Original Credit Agreement as of such date. From and after the Effective Date all
references made to the Original Credit Agreement in any Loan Document or in any
other instrument or document shall, without more, be deemed to refer to this
Agreement. The Borrower and the Guarantors heretofore executed and delivered to
the Administrative Agent the Pledge Agreement, the Security Agreement, the
Mortgages and certain other Collateral Documents. The Borrower and the
Guarantors hereby acknowledge and agree that the Liens created and provided for
by the Collateral Documents continue to secure, among other things, the
Obligations arising under this Agreement; and the Collateral Documents and the
rights and remedies of the Administrative Agent thereunder, the obligations of
the Borrower and the Guarantors thereunder, and the Liens created and provided
for thereunder remain in full force and effect and shall not be affected,
impaired or discharged hereby. Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for by the Collateral Documents as to the indebtedness which would be
secured thereby prior to giving effect to this Agreement. Without limiting the
foregoing, the parties to this Agreement hereby acknowledge and agree that the
"Credit Agreement" and "Notes" referred to in the Pledge Agreement, Security
Agreement, Mortgages and any other Collateral Documents shall from and after the
date hereof be deemed a reference to this Agreement and the Notes issued
hereunder.


                           [SIGNATURE PAGES TO FOLLOW]



                                      -77-




<PAGE>




         This Agreement is entered into between us for the uses and purposes
hereinabove set forth as of the date first above written.

                                 "BORROWER"

                                 THE LAMSON & SESSIONS CO.



                                 By  /s/ James J. Abel
                                    Name  James J. Abel
                                    Title    Executive Vice President & CFO

                                 "GUARANTORS"

                                 CARLON CHIMES CO.


                                 By  /s/ James J. Abel
                                    Name James J. Abel
                                    Title  Vice President, Secretary & Treasurer

                                 DIMANGO PRODUCTS CORPORATION


                                 By  /s/ James J. Abel
                                    Name  James J. Abel
                                    Title    Secretary

                                 PYRAMID INDUSTRIES II, INC.


                                 By  /s/ James J. Abel
                                    Name  James J. Abel
                                    Title    Vice President & Treasurer

                                 VISIONTEQ, INC.


                                 By  /s/ James J. Abel
                                    Name  James J. Abel
                                    Title    Secretary & Treasurer





                                      S-1
<PAGE>



                                 "LENDERS"

                                 HARRIS TRUST AND SAVINGS BANK, in its
                                    individual capacity as a Lender and as
                                    Administrative Agent


                                 By  /s/ Michael J. Johnson
                                    Name  Michael J. Johnson
                                    Title    Vice President

                                 BANK OF AMERICA, N.A.


                                 By  /s/ Charles E. Saul, Jr.
                                    Name Charles E. Saul, Jr.
                                    Title   Senior Vice President


                                 NATIONAL CITY BANK


                                 By  /s/ Boyd Pethel
                                    Name Boyd Pethel
                                    Title Vice President Senior Lending Officer


                                 PNC BANK, NATIONAL ASSOCIATION


                                 By  /s/ Joseph G. Moran
                                    Name  Joseph G. Moran
                                    Title    Vice President

                                 MELLON BANK, N.A.


                                 By  /s/ Dawn M. Enovitch
                                    Name  Dawn M. Enovitch
                                    Title    Assistant Vice President



                                      S-2
<PAGE>

                                 BANK ONE, N.A.


                                 By  /s/ James A. Schmelter
                                    Name  James A. Schmelter
                                    Title    First Vice President

                                 THE HUNTINGTON NATIONAL BANK


                                 By  /s/ Timothy M. Ward
                                    Name  Timothy M. Ward
                                    Title    Vice President

                                 FIFTH THIRD BANK, NORTHEASTERN OHIO


                                 By  /s/ R. C. Lanctot
                                    Name  Roy C. Lanctot
                                    Title    Vice President


                                 KEYBANK NATIONAL ASSOCIATION


                                 By  /s/ J. T. Taylor
                                    Name  J. T. Taylor
                                    Title    Vice President

                                 LASALLE BANK NATIONAL ASSOCIATION


                                 By  /s/ Jeffrey L. Miller
                                    Name  Jeffrey L. Miller
                                    Title    Vice President



                                      S-3