AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

                                LADISH CO., INC.,

                    THE FINANCIAL INSTITUTIONS PARTIES HERETO

                                       AND

                       FIRSTAR BANK, NATIONAL ASSOCIATION,

                                    AS AGENT




                           DATED AS OF APRIL 14, 2000



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                            TABLE OF CONTENTS


                                                                     Page

1.   Definitions                                                        1

2.   The Credit Facilities; Fees

     2.1      Revolving Loans                                          12
     2.2      Interest Rate Options                                    13
     2.3      Borrowing Procedure for Revolving Loans                  14
     2.4      Continuation and Conversion Procedure                    15
     2.5      Commitment Fee                                           16
     2.6      Reduction or Termination of Revolving
               Loan Commitment                                         16
     2.7      Term Loan                                                17
     2.8      Interest Rates                                           17
     2.9      Payments                                                 18
     2.10     Prepayments                                              18
     2.11     Additional LIBOR Rate Loan Provisions                    19
     2.12     Setoff                                                   20
     2.13     Pro Rata Treatment; Sharing of Payments                  20
     2.14     Capital Adequacy                                         21
     2.15     Yield Protection                                         21
     2.16     Taxes                                                    22
     2.17     Other Fees                                               24
     2.18     Use of Proceeds                                          25

3.   Representations and Warranties

     3.1      Organizations; Subsidiaries; Corporate Power             25
     3.2      Authorization and Binding Effect                         25
     3.3      Financial Statements                                     26
     3.4      Litigation                                               26
     3.5      Restricted Payments                                      26
     3.6      Indebtedness; No Default                                 26
     3.7      Ownership of Properties; Liens and Encumbrances          27
     3.8      Tax Returns Filed                                        27
     3.9      Margin Stock                                             27
     3.10     Investment Company                                       27




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     3.11     ERISA Liabilities                                        28
     3.12     No Burdensome Agreements                                 28
     3.13     Trademarks, Etc.                                         28
     3.14     Dump Sites                                               28
     3.15     Tanks                                                    29
     3.16     Other Environmental Conditions                           29
     3.17     Changes in Laws                                          29
     3.18     Environmental Judgments, Decrees and Orders              29
     3.19     Environmental Permits and Licenses                       29
     3.20     Year 2000                                                29
     3.21     Accuracy of Information                                  29

4.   Conditions for Borrowing

     4.1      On or Before the Effective Date                          30
     4.2      On or Before Each Subsequent Borrowing Date              31

5.   Affirmative Covenants

     5.1      Annual Financial Statement                               31
     5.2      Interim Financial Statements                             32
     5.3      Management Letters                                       32
     5.4      Other Financial Information                              32
     5.5      Books and Records; Inspection                            32
     5.6      Insurance                                                32
     5.7      Condition of Property                                    33
     5.8      Payment of Taxes                                         33
     5.9      Compliance with Law                                      33
     5.10     ERISA Certificate                                        33
     5.11     Compliance with Other Loan Documents                     34
     5.12     Notice of Default or Claimed Default                     34

6.   Negative Covenants

     6.1      Restricted Payments                                      35
     6.2      Limitations on Indebtedness                              35
     6.3      Limitations on Guaranty Obligations                      35
     6.4      Limitations on Lease Obligations                         35
     6.5      Limitation on Liens and Encumbrances                     35
     6.6      Limitation on Mergers, Etc.                              35
     6.7      Limitation on Acquisitions, Advances and Investments     35



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     6.8      Lines of Business                                        36
     6.9      Sales of Receivables                                     36
     6.10     Sales of Subsidiaries                                    36
     6.11     Sale and Leaseback                                       36
     6.12     Indebtedness to Capitalization Ratio                     36
     6.13     Interest Coverage Ratio                                  37
     6.14     Indebtedness to EBITDA Ratio                             37
     6.15     Transactions with Affiliates                             37

7.   Events of Default; Remedies

     7.1      Events of Default                                        37
     7.2      Remedies                                                 38

8.   The Agent

     8.1      Appointment and Duties of Agent and Issuing Bank         39
     8.2      Discretion and Liability of the Agent                    39
     8.3      Notice of Default                                        40
     8.4      Consultation                                             40
     8.5      Communications To and From the Agent                     40
     8.6      Limitations of Agency                                    40
     8.7      No Representation or Warranty                            41
     8.8      Lender Credit Decision                                   41
     8.9      Indemnity                                                41
     8.10     Resignation or Removal of Agent; Successor
               Agent                                                   41

9.   Miscellaneous

     9.1      Survival of Representations and Warranties               42
     9.2      Indemnification                                          42
     9.3      Expenses                                                 43
     9.4      Notices                                                  43
     9.5      Assignments and Participations                           43
     9.6      Titles                                                   44
     9.7      Parties Bound; Waiver                                    45
     9.8      Governing Law                                            45
     9.9      Submission to Jurisdiction; Service of
               Process                                                 46
     9.10     Waiver of Jury Trial                                     46



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     9.11     Limitation of Liability                                  46
     9.12     Amendments                                               46
     9.13     Counterparts                                             47
     9.14     Effect on Original Credit Agreement                      47
     9.15     Entire Agreement                                         48

                                    Schedules

               Schedule 1.1         Existing Liens and Security Interests
               Schedule 3.1         Subsidiaries
               Schedule 3.4         Litigation
               Schedule 3.18        Environmental Matters
               Schedule 3.20        Year 2000 Compliance
               Schedule 6.3         Guaranty Obligations


                                    Exhibits


               Exhibit A            Form of Revolving Note
               Exhibit B            Form of Term Note
               Exhibit C            Form of Notice of Borrowing
               Exhibit D            Form of Conversion/Continuation Notice
               Exhibit E            Form of Opinion of Company Counsel
               Exhibit F            Form of Assignment and Acceptance



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                      AMENDED AND RESTATED CREDIT AGREEMENT



     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 14, 2000, is
among LADISH CO., INC., a Wisconsin corporation (the "Company"), the financial
institutions parties hereto (individually a "Lender" and collectively the
"Lenders") and FIRSTAR BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in
such capacity, the "Agent").

                                    RECITALS

     The Lenders, the Agent and the Company acknowledge the following:

     A. Pursuant to a Credit Agreement dated as of February 15, 1999 as amended
(the "Original Credit Agreement"), among the Company the financial institutions
party thereto (the "Original Lenders") and Firstar Bank, National Association
(formerly known as Firstar Bank Milwaukee, N.A.) as agent, the Original Lenders
provided certain credit facilities to the Company.

     B. The Company, the Lenders and the Agent wish to amend and restate the
Original Amended and Restated Credit Agreement in its entirety.

                                   AGREEMENTS

     In consideration of the promises and agreements set forth below, the
Company, the Lenders and the Agent agree to amend and restate the Original
Credit Agreement in its entirety to read as follows:

     1.  Definitions. As used in this Agreement, the following terms have the
following meanings:

     "Adjusted LIBOR Rate" means, with respect to a LIBOR Rate Loan for the
relevant Interest Period, a rate per annum (rounded upward, if necessary, to the
next higher 1/16 of 1%) determined according to the following formula:

                                          LIBOR Rate
     Adjusted LIBOR Rate =  -------------------------------------------
                                 1.00 - LIBOR Reserve Requirement

     "Affiliate" of any Person means any other Person, directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns


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10% or more of any class of voting securities (or other ownership interests) of
the controlled Person or possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies of the controlled Person,
whether by ownership of stock (or other ownership interests), by contract or
otherwise.

     "Amortization Expense" means, for any period, the aggregate amount reported
as an expense by the Company and its Consolidated Subsidiaries for the
amortization of intangible assets on the consolidated statement of income for
such period of the Company and its Consolidated Subsidiaries.

     "Applicable Margin" means (a) in the case of Revolving Loans comprised of
Base Rate  Loans, minus 100 basis points (-1.0%) per annum, (b)
in the case of Term Loans comprised of Base Rate Loans, minus 50 base points
(-.50%) per annum, (c) in the case of Revolving Loans comprised of LIBOR Rate
Loans, plus 80 basis points (.80%) per annum and (d) in the case of Term Loans
comprised of LIBOR Rate Loans, plus 125 basis points (1.25%) per annum.

     "Base Rate" means, for any day, the higher of (a) 0.50% per annum above the
latest Federal Funds Rate for such day and (b) the Prime Rate in effect for such
day.

     "Base Rate Loans" means a Loan that bears interest at a rate determined by
reference to the Base Rate.

     "Borrowing Date" means each date on which a Loan is made by a Lender to the
Company.

     "Business Day" means a day (other than Saturday or Sunday) on which banks
are open for business in Milwaukee , Wisconsin and, with respect to the making,
payment or rate determination of a LIBOR Rate Loan, a day on which dealings in
United States dollars are carried on in the London interbank market.

     "Capitalized Lease Obligations" means the aggregate amount of the
obligations of the Company and its Consolidated Subsidiaries under any lease or
rental arrangement which would be capitalized under GAAP and shown as a
liability on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries.

     "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the



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Securities Exchange Act of 1934) of 35% or more of the outstanding shares of
voting stock of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Consolidated Subsidiaries" means Subsidiaries whose financial statements
are consolidated with those of the Company in accordance with GAAP.

     "Controlled Group" means a group of trades or businesses (whether or not
incorporated) under common control, as defined in the regulations issued
pursuant to section 414(c) of the Code or such other regulations prescribed by
the Pension Benefit Guaranty Corporation pursuant to section 4001(b)(1) of
ERISA, of which the Company is a part.

     "Conversion/Continuation Notice" means a notice in substantially the form
of Exhibit D.

     "Default" means any act, event, condition or omission which, with the
giving of notice or lapse of time, would constitute an Event of Default if
uncured or unremedied.

     "Depreciation Expense" means, for any period, the aggregate amount reported
as an expense by the Company and its Consolidated Subsidiaries for the
depreciation of tangible assets on the consolidated statement of income for such
period of the Company and its Consolidated Subsidiaries.

     "Earnings Before Taxes" means, for any period, the Net Earnings of the
Company and its Consolidated Subsidiaries, but before income taxes, as reported
on the consolidated statement of income for such period of the Company and its
Consolidated Subsidiaries.

     "Effective Date" means April 14, 2000.

     "Eligible Assignee" means (a) a commercial bank organized under the laws of
the United States, or any state thereof, and having a combined capital and
surplus of at least $100,000,000, (b) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development, or a political subdivision of any such country, and
having a combined capital and surplus of at least $100,000,000 (provided that
such bank is acting through a branch or agency located in the United



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States) and (c) a Person that is primarily engaged in the business of commercial
banking and which is an Affiliate of a Lender.

     "Environmental Laws" means all federal, state and local laws including
statutes, regulations, ordinances, codes, rules and other governmental
restrictions and requirements relating to the discharge of air pollutants, water
pollutants or process waste water or otherwise relating to the environment or
hazardous substances including, but not limited to, the Federal Solid Waste
Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the
Federal Resource Conservation and Recovery Act of 1976, the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
regulations of the Environmental Protection Agency, regulations of the Nuclear
Regulatory Commission and regulations of any state department of natural
resources or state environmental protection agency now or at any time hereafter
in effect.

     "ERISA" means, at any date, the Employee Retirement Income Security Act of
1974, and the regulations thereunder, all as the same shall be in effect at such
date.

     "Event of Default" means the occurrence of any of the events described in
section 7.1.

     "Federal Funds Rate" means, for any day, an interest rate per annum equal
to the weighted average of the rates on overnight, Federal funds transactions
with members of the Federal Reserve System arranged by Federal Funds brokers on
such day, as published for such day by the Federal Reserve Bank of New York in
the weekly statistical release designated as H.15(519), or any successor
publication, on the preceding Business Day opposite the caption "Federal Funds
Rate (Effective)", or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing
selected by it. In the case of a day which is not a Business Day, the Federal
Funds Rate for such day shall be the Federal Funds Rate for the preceding
Business Day.

     "Firstar" means Firstar Bank, National Association (formerly known as
Firstar Bank, Milwaukee, N.A.), a national banking association.

     "GAAP" means generally accepted accounting principles in effect in the
United States from time to time.

     "Guaranty Obligations" means any direct or indirect liability or obligation
of the Company or any Subsidiary under any agreement, undertaking



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or arrangement under which the Company or a Subsidiary guarantees, endorses or
otherwise becomes or is liable for an obligation of any other Person.

     "Indebtedness" of a Person means, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by a mortgage lien,
pledge or security interest on the property of such Person, (d) obligations
which are evidenced by notes, acceptances or other instruments, (e) Capitalized
Lease Obligations, (f) obligations arising pursuant to Swap Contracts and (g)
obligations for which such Person is obligated pursuant to a letter of credit.

     In the case of the Company, for purposes of the financial covenants in
section 6 of this Agreement, the Indebtedness under clause (f) shall be valued
at the Swap Termination Value if a "termination event" or "event of default" has
occurred under the Swap Contract and, at all other times, shall be deemed to be
$0.

     "Indebtedness to Capitalization Ratio" means the relationship, expressed as
a numerical ratio, between:

          (a) Indebtedness;

and

          (b) the sum of (i) Indebtedness and (ii) Total Equity;

all as determined without duplication in accordance with GAAP applied on a
consistent basis to the Company and its Consolidated Subsidiaries as of the date
of determination.

     "Indebtedness to EBITDA Ratio" means the relationship, expressed as a
numerical ratio, between:

          (a) Indebtedness, as of the date of determination;

and

          (b) the sum of (i) Earnings Before Taxes, (ii) Interest Expense, (iii)
     Depreciation Expense and (iv) Amortization Expense, in each case for the
     four quarter period ending on the date of determination; all as determined
     in



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     accordance with GAAP applied on a consistent basis to the Company and its
     Consolidated Subsidiaries; provided, however, if the Company (a) acquires
     the capital stock or other ownership interests of another Person (the
     "Acquired Company") which, upon completion of the transaction, becomes a
     Subsidiary or (b) acquires assets from another Person (the "Acquired
     Assets"), then the Earnings Before Taxes, Interest Expense, Depreciation
     Expense and Amortization Expense of the Acquired Company, or, in the case
     of Acquired Assets, the portion thereof attributable to the Acquired
     Assets, shall be added to or subtracted from, as the case may be, those of
     the Company for the portion of the four quarter period preceding the date
     of determination that the Company did not own the Acquired Company or the
     Acquired Assets. The Company shall separately identify any amounts relating
     to an Acquired Company or to Acquired Assets in the financial covenant
     calculations required to be provided under section 5.2.

     "Interest Coverage Ratio" means the relationship, expressed as a numerical
ratio, between:

          (a) the sum of (i) Earnings Before Taxes and (ii) Interest Expense;

and

          (b) Interest Expense;

all as determined without duplication in accordance with GAAP applied on a
consistent basis to the Company and its Consolidated Subsidiaries for the four
quarter period ending on the date of determination.

     "Interest Expense" means, for any period, the aggregate amount which would
be reported as paid, incurred, or accrued as interest expense on the
consolidated statement of income for such period of the Company and its
Consolidated Subsidiaries.

     "Interest Period" means, with respect to a LIBOR Rate Loan, a period of
one, two or three months commencing on (and including) a Business Day selected
by the Company pursuant to section 2.3(a) or 2.4(c) of this Agreement and ending
on (but excluding) the day which corresponds numerically to such date one, two
or three months thereafter (or, if such month has no numerically corresponding
date, on the last Business Day of such month), provided that:

          (a) if an Interest Period would otherwise end on a day which is not a
     Business Day, such Interest Period shall end on the next



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     following Business Day (unless such next following Business Day is in a new
     calendar month in which case such Interest Period shall end on the
     immediately preceding Business Day); and

          (b) no Interest Period may end later than the Revolving Note Maturity
     Date, in the case of a Revolving Loan or the Term Note Maturity Date, in
     the case of a Term Loan.

     "Lease Obligations" means, at any date, the obligations of the Company or
any Subsidiary under leases of real or personal property (including taxes,
insurance, maintenance and similar expenses which the Company or a Subsidiary is
required to pay under any such lease) whether or not such obligations are
reflected as liabilities on the consolidated balance sheet of the Company or in
a note thereto excluding, however, Capitalized Lease Obligations.

     "LIBOR Rate" means, with respect to a LIBOR Rate Loan for the applicable
Interest Period, the interest rate at which deposits in United States dollars,
in an amount approximately equal to the requested LIBOR Rate Loan and having a
maturity approximately equal to the requested Interest Period, are offered to
the Agent by prime banks in the London interbank market at approximately 11 a.m.
(London time) two Business Days prior to the first day of such Interest Period.
The LIBOR Rate determined by the Agent shall, in the absence of manifest error,
be conclusive.

     "LIBOR Rate Loan" means a Loan bearing interest at a rate determined by
reference to the Adjusted LIBOR Rate.

     "LIBOR Reserve Requirement" means, with respect to a LIBOR Rate Loan for
the applicable Interest Period, the percentage (expressed as a decimal) equal to
the maximum aggregate reserve requirements (including, without limitation, any
marginal, special, emergency and supplemental reserves) established by the Board
of Governors of the Federal Reserve System for "eurocurrency liabilities" (as
defined in Regulation D of such Board), or for other liabilities which include
deposits of the type used in determining the LIBOR Rate, having a term
approximately equal to the applicable Interest Period.

     "Loan" means an extension of credit by a Lender to the Company in the form
of a Revolving Loan or Term Loan.

     "Loan Documents" means this Agreement, the Notes and all other documents,
instruments and agreements related to or executed in connection with this
Agreement and the transactions contemplated hereby.



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     "Majority Lenders" means the Lenders holding in the aggregate at least 51%
of the aggregate outstanding principal balance of the Loans or, if there are no
Loans outstanding, Lenders whose aggregate Percentage is at least 51%.

     "Multiemployer Plan" means any pension benefit plan subject to Title IV of
ERISA as defined in section 4001(a)(3) of ERISA, to which the Company, any of
its Subsidiaries or any member of the Controlled Group is required to contribute
on behalf of its employees.

     "Net Earnings" means, for any period, the excess of:

          (a) all revenues and income derived from operations in the ordinary
     course of business (excluding extraordinary gains and profits upon the
     disposition of investments and fixed assets),

over

          (b) all expenses and other proper charges against income (including
     payment or provision for all applicable income and other taxes, but
     excluding extraordinary losses and losses upon the disposition of
     investments and fixed assets),

all as determined for such period in accordance with GAAP applied on a
consistent basis to the Company and its Consolidated Subsidiaries.

     "Note" means a Revolving Note or a Term Note and "Notes" means all
Revolving Notes and all Term Notes.

     "Notice of Borrowing" means a notice in substantially the form of Exhibit
C.

     "Percentage" means, for each Lender:

          (a) a percentage equal to such Lender's Revolving Loan Commitment
     divided by the aggregate Revolving Loan Commitments of all Lenders; or,

          (b) if the aggregate Revolving Loan Commitments of all Lenders have
     been terminated, a percentage equal to the outstanding principal amount of
     Loans made by such Lender divided by the aggregate outstanding principal
     amount of Loans made by all Lenders;



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and the Percentage of each Lender as of the date of execution of this Agreement
is set forth opposite its signature hereto.

     "Permitted Liens" means (a) security interests and liens listed on Schedule
1.1 attached hereto, provided that the Indebtedness secured thereby shall not be
renewed, extended or increased; (b) liens for taxes, assessments or governmental
charges not delinquent or being contested in good faith by the Company or any
Subsidiary for which adequate reserves are established and maintained in
accordance with GAAP; (c) construction lien claims not delinquent; (d) purchase
money security interests or liens on any property to be used by the Company or a
Subsidiary in the normal course of its business, and created or incurred
simultaneously with the acquisition of such property, if such security interest
or lien is limited to the property so acquired and the aggregate Indebtedness
incurred by the Company and its Subsidiaries during any fiscal year which is
secured by such security interests and liens does not exceed $2,000,000; (e)
liens or deposits in connection with worker's compensation or other insurance or
to secure the performance of bids, trade contracts (other than for borrowed
money), leases, public or statutory obligations, surety or appeal bonds or other
obligations of like nature incurred in the ordinary course of business; (f)
security interests or liens in respect of capital assets acquired pursuant to
capitalized leases, provided the aggregate Capitalized Lease Obligations
(determined in accordance with GAAP) under all capitalized leases does not
exceed $2,000,000; and (h) easements, restrictions, minor title irregularities
and similar matters which have no material adverse effect as a practical matter
upon the ownership or use of its property by the Company or any Subsidiary.

     "Permitted Swap Contract" means a Swap Contract between the Company and a
Lender (or any Affiliate of a Lender); provided that such agreement is entered
into in the ordinary course of business by the Company for the purpose of
mitigating the Company's risks with respect to interest rate volatility and not
for the purpose of speculation.

     "Person" means any natural person, corporation, limited liability company,
joint venture, partnership, association, trust or other entity or any government
or political subdivision or any agency, department or instrumentality thereof.

     "Plan" means any pension benefit plan subject to Title IV of ERISA,
including any Multiemployer Plan, maintained by the Company, any of its
Subsidiaries or any member of the Controlled Group or any such Plan to which the
Company, any of its Subsidiaries or any member of the Controlled Group is
required to contribute on behalf of its employees.



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     "Prime Rate" means the rate of interest announced by the Agent from time to
time as its base rate for interest rate determinations. The Prime Rate may or
may not be the lowest interest rate charged by the Agent.

     "Quoted Rate" means, as to a Swing Line Loan, the per annum rate of
interest quoted to the Company by Firstar as the rate of interest applicable to
the Swing Line Loan requested by the Company.

     "Quoted Rate Loan" means a Swing Line Loan that bears interest based on the
Quoted Rate.

     "Reportable Event" means a reportable event as that term is defined in
ERISA.

     "Restricted Payments" means dividends or other distributions by the Company
or any Subsidiary based upon the stock or other ownership interest of the
Company or any Subsidiary (except dividends payable to the Company and dividends
payable solely in stock of the Company) and purchases, redemptions and other
acquisitions, direct or indirect, by the Company or any Subsidiary, of the stock
or other ownership interest of the Company or any Subsidiary.

     "Revolving Loan" means an extension of credit made by a Lender to the
Company pursuant to section 2.1 of this Agreement.

     "Revolving Loan Commitment" means the obligation of each Lender to make
Revolving Loans to the Company. The total Revolving Loan Commitment of the
Lenders is $76,000,000 as of the date of the execution of this Agreement and is
subject to reduction from time to time pursuant to section 2.6 and is further
subject to reduction and reinstatement pursuant to section 2.19. The Revolving
Loan Commitment of each Lender as of the date of execution of this Agreement is
set forth opposite its signature hereto.

     "Revolving Note" means a promissory note of the Company in the form of
Exhibit A, appropriately completed, evidencing Revolving Loans made by a Lender
to the Company and "Revolving Notes" means each Revolving Note.

     "Revolving Note Maturity Date" means April 13, 2001, or such earlier date
on which the Revolving Notes become immediately due and payable pursuant to
section 7.2 of this Agreement.



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     "Subordinated Debt" means Indebtedness for borrowed money of the Company or
any of its Subsidiaries, the payment of which is fully subordinated, in a manner
satisfactory to the Lenders, to the prior payment of the Notes.

     "Subsidiary" means as of a particular date (a) any corporation more than
50% of whose outstanding stock having ordinary voting power for the election of
directors shall at the time be owned or controlled by the Company or by one of
its Subsidiaries and (b) any limited liability company more than 50% of whose
outstanding ownership interests shall at the time be owned or controlled by the
Company or by one of its Subsidiaries.

     "Swap Contract" means any agreement (including any master agreement and the
schedules thereto) designed to protect at least one of the parties thereto from
fluctuations in interest rates, exchange rates or forward rates including, but
not limited to, dollar-denominated or cross-currency interest rate exchange
agreements, forward currency exchange agreements, interest rate swap, cap or
collar agreements, forward rate currency or interest rate options, puts and
warrants.

     "Swap Termination Value" means, in respect to any Swap Contract, the
termination value determined in accordance with such Swap Contract after taking
into account any legally enforceable netting agreement.

     "Swing Line Loan" means a Revolving Loan made to the Company by Firstar
pursuant to Section 2.1(b). Swing Line Loans shall be a subfacility of Firstar's
Revolving Loan Commitment and thus, a subfacility of the Lenders' total
Revolving Loan Commitment.

     "Term Loan" means a term loan made by a Lender to the Company pursuant to
section 2.7.

     "Term Loan Amount" means $24,000,000.

     "Term Note" means a promissory note of the Company in the form of Exhibit
B, appropriately completed, evidencing a Term Loan made by a Lender to the
Company and "Term Notes" means each Term Note.

     "Term Note Maturity Date" means April 13, 2003 or such earlier date on
which the Term Notes become due and payable pursuant to section 7.2 of this
Agreement.



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     "Total Equity" means the aggregate amount shown as shareholders' equity as
reported on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries.

     "Type" means, with respect to any Loan, its nature as a Base Rate Loan or
as a LIBOR Rate Loan.

     2.  The Credit Facilities; Fees.

         2.1   Revolving Loans.

               (a) During the period from the Effective Date to the Revolving
          Note Maturity Date, each Lender will make Revolving Loans to the
          Company, subject to the terms and conditions hereof, in an amount
          equal to such Lender's Percentage of the amount of Revolving Loans
          requested by the Company on the applicable Borrowing Date, up to the
          maximum amount at any time outstanding of such Lender's Revolving Loan
          Commitment; provided, however, that the Lenders shall have no
          obligation to make Revolving Loans to the Company if, after giving
          effect thereto, the sum of the aggregate outstanding principal amount
          of Revolving Loans would exceed the total Revolving Loan Commitments.
          Within such maximum amount Revolving Loans may be made, repaid and
          made again. The Revolving Loans made by a Lender shall be evidenced by
          a Revolving Note payable to the order of such Lender and shall be
          payable on the Revolving Note Maturity Date. Although each Revolving
          Note shall be expressed to be payable in the amount of the payee
          Lender's Revolving Loan Commitment on the Effective Date, the Company
          shall be obligated to pay only the amount of Revolving Loans actually
          disbursed to or for the account of the Company by the payee Lender,
          together with interest on the unpaid balance of the sums so disbursed,
          which remain outstanding from time to time as shown on the records of
          the payee Lender. Except as set forth below, the Revolving Loans made
          by the Lenders on a Borrowing Date shall be made ratably in accordance
          with each Lender's Percentage.

               (b) The parties agree that for ease of administration and to
          avoid frequent transfers of funds, Firstar may at its option and from
          time to time make Swing Line Loans to the Company without
          proportionate loans by the other Lenders. Notwithstanding any
          provision of this Agreement to the contrary:

                   (i)   The aggregate outstanding principal amount of all
               outstanding Swing Line Loans shall not exceed $5,000,000;



                                       12
<PAGE>


                   (ii)  The Company may request a Swing Line Loan by a
               telephonic request therefor to Firstar not later than 3 p.m.,
               Milwaukee, Wisconsin time on the requested Borrowing Date;

                   (iii) Swing Line Loans shall be evidenced by the Revolving
               Note payable to the order of Firstar;

                   (iv)  Swing Line Loans shall be Base Rate Loans or Quoted
               Rate Loans, at the option of the Company; and

                   (v)   Swing Line Loans may be prepaid at any time in whole or
               in part without premium or penalty and all payments of principal
               and interest made by the Company on Swing Line Loans shall be
               made to and retained by Firstar.

     Except as expressly set forth to the contrary in this Agreement, Swing Line
Loans shall be governed by the provisions of this Agreement applicable to
Revolving Loans.

     During any period that any Swing Line Loans are outstanding, the Lenders
agree that at any time, upon the request of Firstar, each Lender will make a
Revolving Loan to the Company by transferring to Firstar an amount equal to such
Lender's Percentage of the aggregate principal amount of, and accrued interest
on, the Swing Line Loans then outstanding. Such transfer shall be considered a
Revolving Loan (which shall be a Base Rate Loan) by that Lender to the Company
and a payment of the Swing Line Loans by the Company to Firstar. If an Event of
Default occurs while Swing Line Loans are outstanding, each Lender agrees to
purchase from Firstar, at any time upon Firstar's request, a participation in
such Swing Line Loans in an amount equal to such Lender's Percentage of the then
outstanding principal amount of, and accrued interest on, the Swing Line Loans,
and the principal amount of such participation shall bear interest at the
greater of the Base Rate or the interest rate in effect for such Swing Line
Loans.

         2.2   Interest Rate Options.

               (a) Revolving Loans. Revolving Loans, except for Swing Line
          Loans, may be Base Rate Loans or LIBOR Rate Loans, or a combination
          thereof. The Company shall select the Type of Revolving Loan (and in
          the case of LIBOR Rate Loans, the applicable Interest Period) in
          accordance with sections 2.3(a) and 2.4(c).



                                       13
<PAGE>


               (b) Term Loans. Term Loans may be Base Rate Loans or LIBOR Rate
          Loans, or a combination thereof. The Company shall select the Type of
          Term Loan (and in the case of LIBOR Rate Loans, the applicable
          Interest Period) in accordance with section 2.4(c).

               (c) Additional Provisions. The aggregate principal amount of
          LIBOR Rate Loans made by the Lenders on a Borrowing Date, or pursuant
          to an election by the Company to either (a) convert Base Rate Loans to
          LIBOR Rate Loans or (b) continue LIBOR Rate Loans, shall be in a
          minimum amount of $1,000,000 and in integral multiples of $100,000
          above such minimum. After giving effect to any advance under section
          2.1 or conversion or continuation under section 2.4, there may not be
          more than 10 different Interest Periods in effect.

         2.3   Borrowing Procedure for Revolving Loans.

               (a) The Company shall request Revolving Loans by submitting a
          Notice of Borrowing to the Agent. The Notice of Borrowing must be
          received by the Agent (i) in the case of requested Revolving Loans
          comprised of LIBOR Rate Loans, not later than 11 a.m., Milwaukee,
          Wisconsin time, on a Business Day which is three Business Days prior
          to the requested Borrowing Date (which must be a Business Day) and
          (ii) in the case of requested Revolving Loans comprised of Base Rate
          Loans, not later than 11 a.m., Milwaukee, Wisconsin time, on the
          requested Borrowing Date (which must be a Business Day). Each Notice
          of Borrowing must specify the amount of the requested Revolving Loans,
          the Type of requested Revolving Loans and, if the Company requests
          LIBOR Rate Loans, the applicable Interest Period. The aggregate amount
          of each type of Revolving Loans made on each Borrowing Date shall be
          in a minimum amount of $1,000,000 and in integral multiples of
          $100,000 above such minimum. Each Notice of Borrowing shall be
          irrevocable and shall constitute a certification by the Company that
          the borrowing conditions specified in sections 4.3(b) and 4.3(c) will
          be satisfied on the specified Borrowing Date. The Agent will promptly
          notify the Lenders of the requested Revolving Loans. On or before 3
          p.m., Milwaukee, Wisconsin time, on the specified Borrowing Date each
          Lender shall deposit its Percentage of the requested Revolving Loans
          with the Agent in immediately available funds. Upon fulfillment of the
          applicable borrowing conditions, the Agent shall deposit the Revolving
          Loans in the Company's account maintained with the Agent or as the
          Company may otherwise direct in writing.

               (b) Unless the Agent shall have been notified by telephone,
          confirmed promptly thereafter in writing, by a Lender not later than 2
          p.m., Milwaukee, Wisconsin time, on a Borrowing Date that such Lender
          will



                                       14
<PAGE>


          not make available to the Agent such Lender's Percentage of the
          requested Revolving Loans, the Agent may assume that such Lender has
          made such amount available to the Agent and, in reliance upon such
          assumption, the Agent may (but shall not be required) to make
          available to the Company on such Borrowing Date a corresponding
          amount. If and to the extent that such Lender shall not have so made
          such amount available to the Agent and the Agent in such circumstances
          has made such amount available to the Company, such Lender shall on
          the Business Day following the Borrowing Date make such amount,
          together with interest at the Federal Funds Rate for each day during
          such period, available to the Agent. If such amount is so made
          available, such payment to the Agent shall constitute such Lender's
          Revolving Loan on the Borrowing Date for all purposes of this
          Agreement. If such amount is not made available to the Agent on the
          Business Day following the Borrowing Date, the Agent shall notify the
          Company of such failure to fund and, upon demand by the Agent, the
          Company shall pay such amount to the Agent for the Agent's account
          together with interest thereon, for each day from the date the Agent
          made such amount available to the Company to the date such amount is
          repaid to the Agent, at the interest rate specified in section 2.8(a).

               (c) The failure of any Lender to make a Revolving Loan shall not
          relieve any other Lender of its obligation hereunder to make a
          Revolving Loan on the applicable Borrowing Date, but no Lender shall
          be responsible for the failure of any other Lender to make the
          Revolving Loan to be made by such other Lender on the applicable
          Borrowing Date.

         2.4   Continuation and Conversion Procedure.

               (a) Base Rate Loans shall continue as Base Rate Loans unless and
          until converted into LIBOR Rate Loans. The Company may elect from time
          to time, subject to the terms and conditions of this Agreement, to
          convert all or any part of the outstanding Base Rate Loans into LIBOR
          Rate Loans.

               (b) At the end of the applicable Interest Period for LIBOR Rate
          Loans, such LIBOR Rate Loans shall be automatically converted into
          Base Rate Loans unless the Company shall have given the Agent notice
          in accordance with section 2.4(c) requesting that, at the end of such
          Interest Period, such LIBOR Rate Loans continue as LIBOR Rate Loans.

               (c) The Company shall deliver a Conversion/ Continuation Notice
          to the Agent for each conversion of Base Rate Loans or continuation of
          LIBOR Rate Loans. The Conversion/Continuation Notice must be



                                       15
<PAGE>


          received by the Agent not later than 11 a.m., Milwaukee time, at least
          three Business Days prior to the date of the requested conversion or
          continuation and must specify (i) the requested date (which shall be a
          Business Day) of such conversion or continuation, (ii) the amount of
          Loans to be converted or continued and (iii) the duration of the
          Interest Periods applicable thereto.

               (d) The Agent will promptly notify each Lender of its receipt of
          a Conversion/Continuation Notice or, if no notice is timely provided
          by the Company, the Agent will promptly notify each Lender of the
          details of any automatic conversion. All conversions and continuations
          shall be made ratably according to the respective outstanding
          principal amounts of the Loans with respect to which the notice was
          given.

               (e) Notwithstanding anything to the contrary contained in this
          section, Loans may not be converted into or continued as LIBOR Rate
          Loans when any Default or Event of Default has occurred and is
          continuing.

         2.5   Commitment Fee. As consideration for the Lenders' Revolving Loan
     Commitments, the Company will pay to the Agent, for the account of the
     Lenders, on the last Business Day of each quarter commencing June 30, 2000
     and on the Revolving Note Maturity Date, a commitment fee equal to .15% (15
     basis points) per annum of the daily average unused amount of the Revolving
     Loan Commitment during the preceding quarter or other applicable period;
     provided that for purposes of computing the commitment fee due on June 30,
     2000, the applicable period shall be the Effective Date through June 30,
     2000. Commitment fees shall be calculated for the actual number of days
     elapsed on the basis of a 360-day year.

         2.6   Reduction or Termination of Revolving Loan Commitment. The
     Company may, upon seven Business Days' prior written notice to the Agent,
     permanently reduce the amount of the total Revolving Loan Commitment;
     provided that (i) no such reduction shall reduce the amount of the total
     Revolving Loan Commitment to an amount less than the sum of the aggregate
     unpaid principal balances of the Revolving Notes on the date of such
     reduction and (ii) upon any termination of the Revolving Loan Commitments
     the Company shall pay to the Agent, for the account of the Lenders, the
     outstanding principal balance of the Revolving Notes, all accrued interest
     on the Revolving Notes and all fees, expenses and other amounts payable
     under this Agreement relating to the Revolving Loans as of the termination
     date. Each reduction in the total Revolving Loan Commitment shall be in a
     minimum amount of $1,000,000. Each reduction in the total Revolving Loan
     Commitment shall ratably reduce each Lender's Revolving Loan Commitment.



                                       16
<PAGE>


         2.7   Term Loans. On the Effective Date, each Lender will make a Term
     Loan to the Company, subject to the terms and conditions hereof, in an
     amount equal to such Lender's Percentage of the amount of the Term Loan
     Amount. The Term Loan made by a Lender shall be evidenced by a Term Note
     payable to the order of such Lender. The Company shall repay the
     outstanding principal balance of the Term Notes in 11 equal quarterly
     payments of $2,000,000 each on the last Business Day of each quarter,
     beginning on June 30, 2000 plus a final payment of principal and accrued
     and unpaid interest due on the Term Note Maturity Date. The Company shall
     also pay interest on the unpaid balance of the Term Notes as set forth in
     section 2.8.

         2.8   Interest Rates.

               (a) The unpaid principal balance of Base Rate Loans outstanding
          from time to time shall bear interest prior to, in the case of
          Revolving Loans, the Revolving Note Maturity Date and in the case of
          Term Loans, the Term Note Maturity Date, at an annual rate equal to
          the Base Rate plus the Applicable Margin for Base Rate Loans, and such
          rate shall change on each day on which the Base Rate changes. Accrued
          interest shall be due on the first Business Day of each month,
          commencing April 3, 2000, and on the Revolving Note Maturity Date.

               (b) The unpaid principal balance of each LIBOR Rate Loan shall
          bear interest during the applicable Interest Period at the
          corresponding Adjusted LIBOR Rate plus the Applicable Margin for LIBOR
          Rate Loans. Accrued interest for each LIBOR Rate Loan shall be due on
          the last day of the applicable Interest Period, and in the case of
          Revolving Loans, on the Revolving Note Maturity Date and in the case
          of Term Loans, on the Term Note Maturity Date.

               (c) The unpaid principal balance of each Quoted Rate Loan
          outstanding from time to time under the Revolving Notes shall bear
          interest prior to the Revolving Note Maturity Date at an annual rate
          equal to the Quoted Rate. Accrued interest for each Quoted Rate Loan
          shall be due on the first Business Day of each month, commencing on
          the first of such dates to occur after the Borrowing Date for such
          Quoted Rate Loan.

               (d) Notwithstanding the provisions of sections 2.8(a), 2.8(b),
          and 2.8(c) above, upon the occurrence and during the continuance of an
          Event of Default, the unpaid principal balance of each Note shall,
          upon notice from the Agent to the Company (which notice the Agent may
          send in its discretion and shall send at the direction of the Majority
          Lenders), bear



                                       17
<PAGE>


          interest at an annual rate equal to the Base Rate plus one percentage
          point (the "Default Rate"), payable upon demand. On and after the
          Revolving Note Maturity Date, the unpaid principal balance of the
          Revolving Notes and all accrued interest thereon shall bear interest
          at the Default Rate and shall be payable upon demand. On and after the
          Term Note Maturity Date, the unpaid principal balance of the Term
          Notes and all accrued interest thereon shall bear interest at the
          Default Rate and shall be payable upon demand.

               (e) Interest shall be calculated for the actual number of days
          elapsed on the basis of a 360-day year.

         2.9   Payments. All payments of principal and interest on the Notes and
     of all fees due hereunder shall be made at the office of the Agent, for the
     account of the Lenders, in immediately available funds not later than 12
     noon, Milwaukee, Wisconsin time, on the date due; funds received after that
     time shall be deemed to have been received on the next Business Day.
     Whenever any payment to be made shall otherwise be due on a day which is
     not a Business Day, such payment shall be made on the next succeeding
     Business Day and such extension of time shall be included in computing
     interest and fees, if any, in connection with such payment. The Agent may
     charge any account of the Company at the Agent or at any Lender for any
     payment due under the Notes, or any fee or expense payable hereunder, on or
     after the date due. Except as otherwise provided in section 2.13, the Agent
     shall forward to each Lender, promptly after receipt (and in any event no
     later than 2 p.m. on the following Business Day), such Lender's Percentage
     of such payments received by the Agent.

         2.10  Prepayments.

               (a) Mandatory. The Company shall make a mandatory prepayment of
          the Revolving Notes if and to the extent that the sum of the aggregate
          outstanding principal balances of the Revolving Notes exceeds the
          Revolving Loan Commitment.

               (b) Optional. The Company may at any time repay, without premium
          or penalty, Base Rate Loans in a minimum amount of $ 100,000 (or, if
          less, all outstanding Base Rate Loans). The Company may at any time
          repay, without premium or penalty, Quoted Rate Loans. The Company may
          prepay LIBOR Rate Loans (in a minimum amount of $1,000,000 and in
          integral multiples of $100,000 above such minimum) at any time;
          provided, that, in the event of a prepayment of a LIBOR Rate Loan on
          any day other than the last day of the applicable Interest Period, the
          Company shall also pay to the Agent for the



                                       18
<PAGE>


          account of the Lenders on the prepayment date the amounts referred to
          in section 2.11(c).

     The Company will give the Agent notice of any optional prepayment of the
Notes not later than 12 noon, Milwaukee, Wisconsin time, on the Business Day
prior to the prepayment date, specifying the prepayment date (which must be a
Business Day), the amount to be prepaid and whether the prepayment is to be
applied to the Revolving Notes or to the Term Notes. The amount of such
prepayment and any amounts related thereto shall be due and payable on the
specified prepayment date.

     All optional prepayments of the Term Notes shall be applied on a pro rata
basis to the scheduled principal installments of the Term Notes in the inverse
order of maturity.

         2.11  Additional LIBOR Rate Loan Provisions

               (a) If any Lender determines that the making or maintaining of a
          LIBOR Rate Loan would violate any applicable law, rule regulation or
          directive, whether or not having the force of law, then the obligation
          of the Lenders to make or continue LIBOR Rate Loans, or to convert
          Base Rate Loans into LIBOR Rate Loans, shall be suspended until the
          Agent notifies the Company that the circumstances causing such
          suspension no longer exist. During any such period, all LIBOR Rate
          Loans shall automatically convert into Base Rate Loans at the end of
          the applicable Interest Period or sooner if required by law.

               (b) If the Agent is unable to determine the LIBOR Rate in respect
          of a requested Interest Period or the Majority Lenders are unable to
          obtain deposits of United States dollars in the London interbank
          market in the applicable amounts and for the requested Interest
          Period, then, upon notice from the Agent to the Company, the
          obligation of the Lenders to make or continue LIBOR Rate Loans, or to
          convert Base Rate Loans into LIBOR Rate Loans, shall be suspended
          until the Agent notifies the Company that the circumstances causing
          such suspension no longer exist.

               (c) If any Lender shall incur any loss or expense (including any
          loss or expense incurred by reason of a liquidation or redeployment of
          deposits or other funds acquired by such Lender to make, continue or
          maintain any portion of a LIBOR Rate Loan, or to convert any portion
          of a Base Rate Loan into a LIBOR Rate Loan) as a result of: (i) any
          conversion or repayment or prepayment of the principal amount of LIBOR
          Rate Loan on a date other than the last day of the Interest Period
          applicable thereto (whether as a result of



                                       19
<PAGE>


          acceleration, prepayment or otherwise); (ii) any Revolving Loan not
          being made as a LIBOR Rate Loan in accordance with the Notice of
          Borrowing therefor; or (iii) any Loan not being continued as, or
          converted into, a LIBOR Rate Loan in accordance with the Continuation/
          Conversion Notice therefore, then, upon written notice from such
          Lender to the Company, the Company shall, within ten days of its
          receipt thereof, pay to such Lender such amount as will (in the
          reasonable determination of such Lender) reimburse such Lender for
          such loss or expense. Such written notice (which shall include
          calculations in reasonable detail) shall, in the absence of manifest
          error, be conclusive and binding on the Company.

         2.12  Setoff. Each Lender shall, upon the occurrence and during the
     continuance of an Event of Default, have the right to apply to the payment
     of any Note held by such Lender (whether or not then due) any and all
     balances, credits, deposits, accounts or monies of the Company then or
     thereafter maintained with such Lender. Each Lender agrees to promptly
     notify the Company and the Agent after any such setoff and application made
     by such Lender; provided, however, that the failure to give such notice
     shall not affect the validity of such setoff and application.

         2.13  Pro Rata Treatment; Sharing of Payments.

               (a) Except as otherwise provided in this Agreement, all payments
          of principal, interest and fees made by the Company shall be
          distributed pro rata to the Lenders according to their respective
          Percentages. If any Lender shall obtain any payment or other recovery
          (whether voluntary, involuntary, by application of setoff or
          otherwise) in excess of its pro rata share of payments then or
          therewith obtained by all Lenders, such Lender shall immediately
          purchase, without recourse and for cash, from the other Lenders, such
          participations in the Notes of such other Lenders so that each Lender
          shall thereafter have a percentage interest in all of such obligations
          equal to such Lender's Percentage; provided, however, that if any
          payment so received shall be recovered in whole or in part from such
          purchasing Lender, the purchase shall be rescinded and the purchase
          price restored to the extent of any such recovery, but without
          interest. The Company agrees that any Lender so purchasing a
          participation from another Lender pursuant to this section may, to the
          fullest extent permitted by law, exercise all of its rights of payment
          (including its right of setoff) with respect to such participation as
          if such Lender were the direct creditor of the Company in the amount
          of such participation.

               (b) Notwithstanding anything to the contrary contained in this
          Credit Agreement, any Lender that fails to make available to the Agent
          its pro rata share of any Loan as, when and to the full extent
          required by the



                                       20
<PAGE>


          provisions of this Credit Agreement, shall be deemed delinquent (a
          "Delinquent Lender") until such time as such delinquency is satisfied.
          A Delinquent Lender shall be deemed to have assigned any and all
          payments due to it from the Company to the Agent and the nondelinquent
          Lenders for application to, and reduction of, their respective pro
          rata shares of all outstanding Loans. The Delinquent Lender hereby
          authorizes the Agent to (i) retain such payments to the extent the
          Agent funded such delinquency or (ii) distribute such payments to the
          nondelinquent Lenders in proportion to their respective pro rata
          shares of all outstanding Loans to the extent the nondelinquent
          Lenders funded such delinquency. A Delinquent Lender shall be deemed
          to have satisfied in full a delinquency when and if, as a result of
          the application of the assigned payments to the Agent and/or the
          nondelinquent Lenders, all advances funded by the Agent have been
          repaid in full and the Lenders' respective pro rata shares of all
          outstanding Loans have returned to their respective Percentages.

         2.14  Capital Adequacy. As used in this section, the term "Regulatory
     Change" means any change enacted or issued after the date of this Agreement
     of any (or the adoption after the date of this Agreement of any new)
     federal or state law, regulation, interpretation, direction, policy or
     guideline, or any court decision, which affects (or, in the case of a court
     decision would, if the decision were applicable to any Lender, affect) the
     treatment of any Loan or any commitment of any Lender hereunder as an asset
     or other item included for the purpose of calculating the appropriate
     amount of capital to be maintained by such Lender or any corporation
     controlling such Lender. If such Regulatory Change has the effect of
     reducing the rate of return on such Lender's or such corporation's capital
     as a consequence of the Loans or commitments of such Lender hereunder to a
     level below that which such Lender or such corporation could have achieved
     but for such Regulatory Change (taking into account such Lender's or such
     corporation's policies with respect to capital adequacy) by an amount
     deemed in good faith by such Lender to be material, then from time to time
     following notice by such Lender to the Company of such Regulatory Change,
     within ten days after demand from such Lender, the Company shall pay to
     such Lender such additional amount or amounts as will compensate such
     Lender or such corporation, as the case may be, for such reduction.

         2.15  Yield Protection. If any law or any governmental rule,
     regulation, policy, guideline or directive (whether or not having the force
     of law), or any interpretation thereof, or the compliance of any Lender
     therewith,

               (a) subjects any Lender to any tax, duty, charge or withholding
          on or from payments due from the Company (excluding federal taxation
          of the overall net income of any Lender and any such tax, duty, charge
          or



                                       21
<PAGE>


          withholding in effect as of the date of this Agreement), or changes
          the basis of taxation of payments to any Lender in respect of its
          Loans or other amounts due it hereunder (excluding federal taxation of
          the overall net income of any Lender);

               (b) imposes or increases or deems applicable any reserve,
          assessment, insurance charge, special deposit or similar requirement
          against assets of, deposits with or for the account of, or credit
          extended by, any lender (other than reserves and assessments taken
          into account in determining the interest rate applicable to LIBOR Rate
          Loans) with respect to its Loans; or

               (c) imposes any other condition the result of which is to
          increase the cost to any Lender of making, funding or maintaining the
          Loans or reduces any amount received by any Lender in connection with
          the Loans or requires any Lender to make any payment calculated by
          reference to the amount of Loans held or interest received by it, by
          an amount deemed material by such Lender;

then, within ten days of demand by such Lender, the Company shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender determines is attributable thereto.

         2.16  Taxes.

               (a) Any and all payments by the Company hereunder or under the
          Notes shall be made, in accordance with sections 2.9 and 2.10 free and
          clear of and without deduction for any and all present or future
          taxes, levies, imposts, deductions, charges or withholdings, and all
          liabilities with respect thereto, excluding in the case of each Lender
          and the Agent, taxes imposed on or measured by net income or overall
          gross receipts, and capital and franchise taxes imposed on it (all
          such non-excluded taxes, levies, imposts, deductions, charges,
          withholdings and liabilities being hereinafter referred to as
          "Taxes"). Subject to the provisions of subsection 2.16(h) below, if
          the Company shall be required by law to deduct any Taxes from or in
          respect of any sum payable hereunder or under any Note to any Lender
          or the Agent, (i) the sum payable shall be increased as may be
          necessary so that after making all required deductions (including
          deductions applicable to additional sums payable under this section
          2.16) such Lender or the Agent (as the case may be) receives an amount
          equal to the sum it would have received had no such deductions been
          made, (ii) the Company shall make such deductions and (iii) the
          Company shall pay the full amount deducted to the relevant taxation
          authority or other authority in accordance with applicable law.



                                       22
<PAGE>


               (b) In addition, the Company agrees to pay any present and future
          stamp and documentary taxes and any other excise and property taxes,
          charges and similar levies which arise from any payment made hereunder
          or under the Notes or the other Loan Documents or from the execution,
          delivery or registration of, or otherwise with respect to, this
          Agreement or the Notes or the other Loan Documents (the foregoing are
          collectively referred to herein as "Other Taxes").

               (c) Except to the extent the Company makes payments pursuant to
          subsections (a) or (b) above, and subject to the provisions of
          subsection (h) below, the Company will indemnify each Lender and the
          Agent against, and reimburse each on demand for, the full amount of
          Taxes and Other Taxes (including, without limitation, any Taxes and
          Other Taxes imposed by any jurisdiction on amounts payable under this
          section 2.16) incurred or paid by such Lender or the Agent (as the
          case may be) or any of their respective affiliates and any liability
          (including penalties, interest and expenses) arising therefrom or with
          respect thereto, whether or not such Taxes or Other Taxes were
          correctly or legally asserted. Each Lender agrees, within a reasonable
          time after receiving a written request from the Company, to provide
          the Company and the Agent with such certificates as are reasonably
          required, and take such other actions as are reasonably necessary, to
          claim such exemptions as such Lender may be entitled to claim in
          respect of all or a portion of any Taxes or Other Taxes which are
          otherwise required to be paid or deducted or withheld pursuant to this
          section 2.16 in respect of any payments under this Agreement or under
          the Notes.

               (d) Within 90 days after the close of each fiscal year of the
          Company, the Company will furnish to the Agent, at its address
          referred to in section 11.4, the original or a certified copy of a
          receipt evidencing payment of any Taxes or Other Taxes during such
          fiscal year.

               (e) Each Lender that is not created or organized under the laws
          of the United States or a political subdivision thereof shall deliver
          to the Company and the Agent on the date hereof (i) [a] two duly
          completed copies of IRS Form 1001 (or any successor or substitute form
          or forms) if such Lender claims eligibility to receive payments
          hereunder and under the Notes or other documents without deduction or
          withholding of United States federal income tax under the provisions
          of an applicable tax treaty concluded by the United States or [b] two
          duly completed copies of IRS Form 4224 (or any successor or substitute
          form or forms) if the Lender claims such eligibility under sections
          1441(c)(1) and 1442(a) of the Code. Each such Lender shall amend or


                                       23
<PAGE>


          deliver such additional IRS Forms as required by law and to the extent
          legally entitled to do so.

               (f) Any Lender claiming any additional amounts payable pursuant
          to this section 2.16 shall use its best efforts (consistent with its
          internal policy and legal and regulatory restrictions) to take any
          actions permissible if the taking of such action would avoid the need
          for, or reduce the amount of, any such additional amounts which may
          thereafter accrue and would not, in the reasonable judgment of such
          Lender, be otherwise disadvantageous to such Lender including changing
          the jurisdiction of its lending office. If such additional amounts
          cannot be eliminated by such actions, the Company shall have the right
          to replace the affected Lender hereunder with a Lender not so affected
          which is reasonably acceptable to the Agent and the remaining Majority
          Lenders upon payment to such affected Lender of outstanding principal,
          accrued interest and fees and all other amounts due pursuant to this
          Agreement, including any amounts payable hereunder and under sections
          2.11, 2.14 and 2.15. No replacement of a Lender shall be made pursuant
          hereto if, after giving affect thereto, any amount shall be owing the
          replaced Lender hereunder.

               (g) Without prejudice to the survival of any other agreement of
          the Company under this Agreement, the agreements and obligations of
          the Company, the Lenders or the Agent contained in this section 2.16
          shall survive the payment in full of principal and interest under this
          Agreement and under the Notes.

               (h) Notwithstanding the provisions of section 2.16(a) and 2.16(c)
          above, the Company shall not be required to pay any additional amounts
          thereunder to a Lender if (i) the obligation to pay such additional
          amounts would not have arisen but for a failure of the Lender to
          comply with requirements described in section 2.16(e) and an exemption
          would have been available to such Lender or (ii) the Lender shall not
          have furnished the Company with such forms or shall not have taken
          such other action as reasonably may be available to it under
          applicable tax laws and any applicable tax treaty to obtain an
          exemption from, or reduction (to the lowest applicable rate) of
          withholding of such United States federal income tax and an exemption
          would have been available to such Lender; provided, however, that the
          Company's obligation to pay such additional amounts shall be
          reinstated upon receipt of such forms or evidence that action with
          respect to obtaining such exemption or reduction has been taken.

         2.17  Other Fees. [reserved]



                                       24
<PAGE>


         2.18  Use of Proceeds. The Company shall use Loan proceeds solely for
     the purpose of refinancing existing Indebtedness, corporate acquisitions,
     working capital needs and for other general corporate and lawful purposes.

     3.  Representations and Warranties. In order to induce the Lenders to make
the Loans, the Company represents and warrants to the Lenders that:

         3.1   Organization; Subsidiaries; Corporate Power. The Company is a
     corporation validly existing under the laws of the State of Wisconsin and
     (a) the Company has filed with the Wisconsin Department of Financial
     Institutions the required annual report for its most recently completed
     report year, (b) the Company is not the subject of a proceeding under
     Wisconsin Statutes section 180.1421 to cause its dissolution, (c) no filing
     has been made with the Wisconsin Department of Financial Institutions of a
     decree of dissolution with respect to the Company and (d) neither the
     shareholders nor the Board of Directors of the Company have taken any
     action authorizing the liquidation or dissolution of the Company. The
     Company is duly qualified as a foreign corporation to do business and is in
     good standing in every jurisdiction in which the nature of its business or
     the ownership of its properties requires such qualification and in which
     the failure to so qualify would materially adversely affect the business
     operations or financial condition of the Company. Schedule 3.1 contains the
     name, state of incorporation and number of authorized and outstanding
     shares of each class of stock of each Subsidiary and the number thereof
     owned by the Company. Each Subsidiary is validly existing and in good
     standing in the state of its incorporation and each is duly qualified as a
     foreign corporation and is in good standing in every jurisdiction in which
     the nature of its business or the ownership of its properties requires such
     qualification and in which the failure to so qualify would materially
     adversely affect the business operations or financial condition of such
     Subsidiary. The Company and each Subsidiary has the corporate power to own
     its properties and carry on its business as currently being conducted.

         3.2   Authorization and Binding Effect. The execution and delivery by
     the Company of the Loan Documents to which it is a party, and the
     performance by the Company of its obligations thereunder, are within its
     corporate power, have been duly authorized by proper corporate action on
     the part of the Company, are not in violation of any existing law, rule or
     regulation of any governmental agency or authority, any order or decision
     of any court, the Articles of Incorporation or By-Laws of the Company or
     the terms of any agreement, restriction or undertaking to which the Company
     is a party or by which it is bound, and do not require the approval or
     consent of the shareholders of the Company,



                                       25
<PAGE>


     any governmental body, agency or authority or any other person or entity.
     The Loan Documents to which the Company is a party, when executed and
     delivered, will constitute the valid and binding obligations of the Company
     enforceable in accordance with their terms, except as limited by
     bankruptcy, insolvency or similar laws of general application affecting the
     enforcement of creditors' rights and except to the extent that general
     principles of equity might affect the specific enforcement of such Loan
     Documents.

         3.3   Financial Statements. The Company has furnished to the Lenders
     (a) the consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as of December 31, 1999, and related statements of income,
     retained earnings and cash flows for the year ended on that date, certified
     by Arthur Anderson LLP, and (b) the consolidated balance sheet of the
     Company and its Consolidated Subsidiaries dated December 31, 1999 and
     related statements of income and retained earnings for the period ended on
     such date, prepared by the Company. Such financial statements were prepared
     in accordance with GAAP consistently applied throughout the periods
     involved, are correct and complete and fairly present the consolidated
     financial condition of the Company and such Subsidiaries as of such dates
     and the results of their operations for the periods ended on such dates,
     subject, in the case of the interim statements, to normal year-end
     adjustments. There has been no material adverse change in the condition or
     prospects of the Company or its Consolidated Subsidiaries, financial or
     otherwise, since the date of the most recent financial statement furnished
     to the Lenders.

         3.4   Litigation. Except for the matters described on Schedule 3.4,
     there is no litigation or administrative proceeding pending or, to the
     knowledge of the Company, threatened against or affecting the Company or
     any Subsidiary or the properties of the Company or any Subsidiary which if
     determined adversely would have a material adverse effect upon the
     business, financial condition or properties of the Company or such
     Subsidiary.

         3.5   Restricted Payments. The Company has not, since the date of the
     most recent financial statements referred to in section 3.3, made any
     Restricted Payments except for Restricted Payments permitted under section
     6.1.

         3.6  Indebtedness; No Default. Neither the Company nor any Subsidiary
     has any outstanding Indebtedness, Guaranty Obligations or Lease
     Obligations, except those permitted under sections 6.2, 6.3 and 6.4. There
     exists no default nor has any act or omission occurred which, with the
     giving of notice or the passage of time, would constitute a default under
     the provisions of (a) any instrument evidencing such Indebtedness, Guaranty
     Obligations or Lease Obligations or any agreement relating thereto or (b)
     any other agreement or



                                       26
<PAGE>


     instrument to which the Company or any Subsidiary is a party and which is
     material to the financial condition, business operations or prospects of
     the Company or such Subsidiary.

         3.7  Ownership of Properties; Liens and Encumbrances. The Company and
     each Subsidiary has good and marketable title to all property, real and
     personal, reflected on the most recent financial statement of the Company
     furnished to the Lenders, and all property purported to have been acquired
     since the date of such financial statement, except property sold or
     otherwise disposed of in the ordinary course of business subsequent to such
     date; and all such property is free of any lien, security interest,
     mortgage, encumbrance or charge of any kind or any agreement not to grant a
     security interest, mortgage or lien, except Permitted Liens. All owned and
     leased buildings and equipment of the Company and each Subsidiary are in
     good condition, repair and working order (reasonable wear and tear
     excepted) and, to the Company's knowledge, conform in all material respects
     to all applicable laws, ordinances and regulations.

         3.8   Tax Returns Filed. The Company and each Subsidiary has filed when
     due all federal and state income and other tax returns which are required
     to be filed. The Company has paid or made provision for the payment of all
     taxes shown on such returns, and on all assessments received by it to the
     extent that such taxes or assessments have become due, except any such
     taxes or assessments which are being contested in good faith by appropriate
     proceedings and for which adequate reserves in accordance with GAAP have
     been established. The Company has no knowledge of any liabilities which may
     be asserted against it or any Subsidiary upon audit of its federal or state
     tax returns.

         3.9   Margin Stock. The Company will not use, directly or indirectly,
     any part of the proceeds of any Note for the purpose of purchasing or
     carrying, or to extend credit to others for the purpose of purchasing or
     carrying, any margin stock within the meaning of Regulation U of the Board
     of Governors of the Federal Reserve System, or any amendments thereto.
     Neither the Company nor any Subsidiary is engaged principally, or as one of
     its important activities, in the business of extending credit for the
     purpose of purchasing or carrying margin stock.

         3.10  Investment Company. The Company is not an "investment company" or
     a company controlled by an "investment company" within the meaning of the
     Investment Company Act of 1940, as amended.

         3.11  ERISA Liabilities. The Company has no knowledge of the occurrence
     of any event with respect to any Plan which could result in a



                                       27
<PAGE>


     liability of the Company or any Subsidiary or any member of the Controlled
     Group to any Plan, the Internal Revenue Service or to the Pension Benefit
     Guaranty Corporation other than the payment of contributions in the normal
     course or premiums (but not a late payment charge) pursuant to section 4007
     of ERISA. With respect to any Plan there is no (a) accumulated funding
     deficiency within the meaning of section 412(a) of the Code; (b)
     nondeductible contribution to any Plan within the meaning of section 4972
     of the Code; (c) excess contribution within the meaning of section 4979(c)
     of the Code which would result in tax under section 4979(a) of the Code;
     (d) prohibited transaction within the meaning of ERISA section 406 which is
     not exempt under ERISA section 408; (e) failure to make required
     contributions to any Multiemployer Plan; or (f) withdrawal or partial
     withdrawal from any Multiemployer Plan within the meaning of ERISA sections
     4203 and 4205.

         3.12  No Burdensome Agreements. Neither the Company nor any Subsidiary
     is a party to or bound by any agreement, instrument or undertaking, or
     subject to any other restriction (a) which materially adversely affects, or
     is likely in the future to so affect, the property, financial condition or
     business operations of the Company or any Subsidiary or (b) under or
     pursuant to which the Company or any Subsidiary is or will be required to
     grant (or under which any other Person may obtain) a security interest or
     lien upon any of its property (other than a Permitted Lien), either upon
     demand or upon the fulfillment of a condition, with or without demand.

         3.13  Trademarks, Etc. The Company and each Subsidiary possesses
     adequate trademarks, trade names, copyrights, patents, permits, service
     marks and licenses, or rights thereto, for the present and planned future
     conduct of their respective businesses substantially as now conducted,
     without any known conflict with the rights of others which would result in
     a material adverse effect on the Company or any Subsidiary.

         3.14  Dump Sites. With respect to the period during which the Company
     or any Subsidiary owned or occupied its real estate, and to the Company's
     knowledge after reasonable investigation, with respect to the time before
     the Company or any Subsidiary owned or occupied its real estate, no person
     or entity has caused or permitted materials to be stored, deposited,
     treated, recycled or disposed of on, under or at any real estate owned or
     occupied by the Company or any Subsidiary, which materials, if known to be
     present, would require cleanup, removal or some other remedial action under
     Environmental Laws.



                                       28
<PAGE>


         3.15  Tanks. There are not now, to the Company's knowledge after
     reasonable investigation, tanks or other facilities on, under, or at any
     real estate owned or occupied by the Company or any Subsidiary which
     contain materials which, if known to be present in soils or ground water,
     would require cleanup, removal or some other remedial action under
     Environmental Laws.

         3.16  Other Environmental Conditions. There are no conditions existing
     which would subject the Company or any Subsidiary to damages, penalties,
     injunctive relief or cleanup costs under any Environmental Laws or which
     require or are likely to require cleanup, removal, remedial action or other
     response pursuant to Environmental Laws by the Company or any Subsidiary.

         3.17  Changes in Laws. To the Company's knowledge after reasonable
     investigation, there are no proposed or pending changes in Environmental
     Laws that would adversely affect the Company or any Subsidiary.

         3.18  Environmental Judgments, Decrees and Orders. Neither the Company
     nor any Subsidiary is subject to any judgment, decree, order or citation
     related to or arising out of Environmental Laws. Except as set forth in
     Schedule 3.18, neither the Company nor any Subsidiary has been named as a
     potentially responsible party by a governmental body or agency in a matter
     arising under any Environmental Law.

         3.19  Environmental Permits and Licenses. The Company and each
     Subsidiary has all permits, licenses and approvals required under
     Environmental Laws.

         3.20  Year 2000. Except as set forth on Schedule 3.20 attached hereto,
     the information technology systems used by the Company and its Subsidiaries
     in their business operations accurately process date/time data (including
     without limitation calculating, comparing and sequencing) from, into and
     between the twentieth and twenty-first centuries, the year 1999 and 2000
     and leap year calculations.

         3.21  Accuracy of Information. All information furnished by the Company
     to the Lenders is true, correct and complete in all material respects as of
     the date furnished and does not contain any untrue statement of a material
     fact or omit to state a material fact necessary to make such information
     not misleading.



                                       29
<PAGE>


     4.  Conditions for Borrowing. The Lenders' obligations to make Loans is
subject to the satisfaction, on or before the following Borrowing Dates, of the
following conditions:

         4.1   On or Before the Effective Date. The Agent shall have received
     the following, all in form, detail and content satisfactory to the Lenders:

               (a) Certified Articles of Incorporation. A copy of the Articles
          of Incorporation of the Company, certified as of a recent date by the
          Wisconsin Department of Financial Institutions.

               (b) Certificates of Status and Good Standing. Certificates of
          status and good standing with respect to the Company, issued as of a
          recent date by the Secretary of State (or comparable governmental
          authority) of each state in which the Company is incorporated or is
          qualified to transact business as a foreign corporation.

               (c) Closing Certificate. Copies, certified by the Secretary of
          the Company to be true and correct and in full force and effect on the
          Effective Date, of (i) the By-Laws of the Company; (ii) resolutions of
          the Board of Directors of the Company authorizing the execution and
          delivery of the Loan Documents to which the Company is a party; and
          (iii) a statement containing the names and titles of the officer or
          officers of the Company authorized to sign such Loan Documents,
          together with true signatures of such officers.

               (d) Notes. The Notes, duly executed by the Company.

               (e) Personal Property Searches. Searches of the appropriate
          public offices demonstrating that no security interest, tax lien,
          judgment lien or other charge or encumbrance is of record affecting
          the Company or its properties except those which are acceptable to the
          Agent.

               (f) Bring-Down Certificate. A certificate dated the Effective
          Date and signed by the President or any Vice President of the Company,
          certifying that (i) the representations and warranties of the Company
          contained in section 3 hereof are true and correct as of the Effective
          Date and (ii) no Default or Event of Default exists as of the
          Effective Date.

               (g) Opinion of Counsel. An opinion from Wayne E. Larsen, Esq.,
          general counsel of the Company, in the form of Exhibit E attached
          hereto.



                                       30
<PAGE>


               (h) Proceedings Satisfactory. Such other documents as the Lenders
          may reasonably request; and all proceedings taken in connection with
          the transactions contemplated by this Agreement, and all instruments,
          authorizations and other documents applicable thereto, shall be
          satisfactory to the Lenders.


         4.2   On or Before Each Subsequent Borrowing Date:

               (a) Borrowing Procedure. The Company shall have complied with the
          borrowing procedure specified in section 2.3.

               (b) Representations and Warranties True and Correct. The
          representations and warranties contained in section 3 hereof and in
          the other Loan Documents shall be true and correct on and as of the
          relevant Borrowing Date except (i) that the representations and
          warranties contained in section 3.3 shall apply to the most recent
          financial statements delivered pursuant to sections 5.1 and 5.2 and
          (ii) for changes contemplated or permitted by this Agreement.

               (c) No Default. There shall exist on that Borrowing Date no
          Default or Event of Default.

               (d) Proceedings and Documentation. The Lenders shall have
          received such instruments and other documents as they may reasonably
          request in connection with the making of such Loans, and all such
          instruments and documents shall be in form and content satisfactory to
          the Lenders.

     5.  Affirmative Covenants. The Company covenants that it will, at all times
on and after the Effective Date until the Lenders' Revolving Loan Commitment has
terminated or expired, and the Notes, and all fees and expenses payable
hereunder, have been paid in full:

         5.1   Annual Financial Statement. Furnish to the Agent within 90 days
     after the end of each fiscal year of the Company a copy for each Lender of
     a balance sheet of the Company and its Consolidated Subsidiaries as of the
     close of such fiscal year and related statements of income, retained
     earnings and cash flows for such year, setting forth in each case in
     comparative form corresponding figures from the preceding annual audit, all
     in reasonable detail and satisfactory



                                       31
<PAGE>


     in scope to the Lenders, prepared in accordance with GAAP applied on a
     consistent basis, accompanied by the unqualified opinion of a firm of
     independent certified public accountants selected by the Company and
     satisfactory to the Lenders. Each annual financial statement shall be
     accompanied by a written statement from the accounting firm which prepared
     the same containing a computation showing whether or not the Company is in
     compliance with the financial covenants contained in section 6. All such
     financial statements, and the financial statements referred to in section
     5.2, shall be furnished in consolidated form for the Company and all
     Consolidated Subsidiaries which it may at the time have.

         5.2   Interim Financial Statements. Furnish to the Agent within 45 days
     after the end of each fiscal quarter of the Company a copy for each Lender
     of the consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as of the end of such fiscal quarter, together with the
     related statements of income and retained earnings for the period from the
     beginning of the fiscal year to the end of such period, prepared in the
     manner set forth in section 5.1 for the annual statements, certified,
     subject to audit and normal year-end adjustments, to be accurate and
     complete by an authorized financial representative of the Company and
     accompanied by the certificate of such representative (i) containing
     computations showing whether or not the Company is in compliance with the
     financial covenants set forth in section 6 and (ii) to the effect that
     there exists no Default or Event of Default or, if any Default or Event of
     Default exists, specifying the nature thereof, the period of existence
     thereof and what action the Company proposes to take with respect thereto.

         5.3   Management Letters. Furnish to the Agent, promptly upon receipt,
     copies for each Lender of all management letters and detailed audit reports
     submitted to the Company by its independent certified public accountants.

         5.4   Other Financial Information. Furnish to the Agent, as soon as
     available, copies for each Lender of all reports submitted to the
     shareholders of the Company in their capacity as shareholders, and such
     other financial information as any Lender may from time to time reasonably
     request.

         5.5   Books and Records; Inspection. Keep and cause each Subsidiary to
     keep proper, complete and accurate books of record and account and permit
     any representatives of the Agent or any Lender to visit and inspect any of
     the properties and examine and copy any of the books and records of the
     Company or any Subsidiary at any reasonable time and as often as may
     reasonably be desired.

         5.6   Insurance. Maintain and cause each Subsidiary to maintain
     insurance coverage as may be required by law but in any event not less than
     insurance coverage, in the forms, amounts and with companies, which would


                                       32
<PAGE>


     be carried by prudent management in connection with similar properties and
     businesses. Without limiting the foregoing, the Company will and will cause
     each Subsidiary to (a) keep all its physical property insured against fire
     and extended coverage risks in amounts and with deductibles at least equal
     to those generally maintained by businesses engaged in similar activities
     in similar geographic areas; (b) maintain all such worker's compensation
     and similar insurance as may be required by law; and (c) maintain, in
     amounts and with deductibles at least equal to those generally maintained
     by businesses engaged in similar activities in similar geographic areas,
     general public liability insurance against claims for bodily injury, death
     or property damage occurring on, in or about the properties of the Company
     or such Subsidiary, business interruption insurance and product liability
     insurance.

         5.7   Condition of Property. Keep and cause each Subsidiary to keep its
     properties (whether owned or leased) in good condition, repair and working
     order (reasonable wear and tear excepted).

         5.8   Payment of Taxes. Pay and discharge, and cause each Subsidiary to
     pay and discharge, all lawful taxes, assessments and governmental charges
     upon it or against its properties prior to the date on which penalties are
     attached thereto, unless and to the extent only that the same shall be
     contested in good faith and by appropriate proceedings by the Company or
     the appropriate Subsidiary and appropriate reserves with respect thereto
     are established and maintained in accordance with GAAP.

         5.9   Compliance with Law. Do and, except as permitted under section
     6.6, cause each Subsidiary to do all things necessary to (a) maintain its
     corporate existence in its state of incorporation and maintain its
     qualification as a foreign corporation in any other state where the
     ownership of property or the conduct of business make qualification
     necessary and where the failure to so qualify would have a material adverse
     effect upon its business, operations or financial condition, (b) preserve
     and keep in full force and effect its rights and franchises necessary to
     continue its business and (c) comply with all applicable laws, regulations
     and ordinances, including all applicable Environmental Laws, except those
     being contested in good faith and involving no possibility of criminal
     liability, if and to the extent that the failure to so comply would have a
     material adverse affect upon the Company and its Subsidiaries taken as a
     whole.

         5.10  ERISA Certificate. Comply and cause each Subsidiary to comply
     with all applicable requirements of ERISA for each Plan and furnish to the
     Agent, as soon as possible and in any event within 30 days after the
     Company shall have obtained knowledge that a Reportable Event has occurred
     with respect



                                       33
<PAGE>


     to any Plan, a certificate of an officer of the Company setting forth the
     details as to such Reportable Event and the action which the Company
     proposes to take with respect thereto, and a copy of each notice of a
     Reportable Event sent to the Pension Benefit Guaranty Corporation by the
     Company and, with respect to a Multiemployer Plan, furnish to the Agent as
     soon as possible after the Company receives notice or obtains knowledge
     that the Company or any member of the Controlled Group may be subject to
     withdrawal liability, or required to post a bond to avoid such liability,
     to a Multiemployer Plan, a certificate of an officer of the Company setting
     forth the details as to such event and the actions which the Company plans
     to take with respect thereto.

         5.11  Compliance with Other Loan Documents. Timely comply with all of
     its obligations under the other Loan Documents.

         5.12  Notice of Default or Claimed Default. Furnish to the Agent (a)
     immediately upon becoming aware of any Default or Event of Default, a
     written notice specifying the nature and period of existence thereof and
     what action the Company is taking or proposes to take with respect thereto;
     (b) immediately upon becoming aware that the holder of any other
     Indebtedness issued or assumed by the Company or any Subsidiary, or the
     lessor under any lease as to which the Company or any Subsidiary is the
     lessee, has given notice or has taken any action with respect to a claimed
     default thereunder, or under any agreement under which any such
     Indebtedness was issued or secured, a written notice specifying the notice
     given or action taken, the nature of the claimed default and what action
     the Company is taking or proposes to take with respect thereto; (c)
     immediately upon receipt, copies of any correspondence, notice, pleading,
     citation, indictment, complaint, order, decree or other document from any
     governmental authority or court asserting or alleging a circumstance or
     condition which requires or may require a financial contribution by the
     Company or a cleanup, removal, remedial action or other response by or on
     the part of the Company or any Subsidiary under Environmental Laws or which
     seeks damages or civil, criminal or punitive penalties from the Company or
     any Subsidiary for an alleged violation of Environmental Laws which, in any
     such case, is likely to have a material adverse effect on the financial
     condition or business operations of the Company or any Subsidiary; and (d)
     written notice of any condition or event which would make the warranties
     contained in section 3 inaccurate, as soon as the Company becomes aware of
     such condition or event.

     6.  Negative Covenants. The Company covenants that, without the prior
written consent of the Majority Lenders, it will not, and will not permit any
Subsidiary to, at any time on or after the Effective Date until the Lenders'


                                       34
<PAGE>


Revolving Loan Commitment has terminated or expired, and the Notes, and all fees
and expenses payable hereunder, have been paid in full:

         6.1  Restricted Payments. Make any Restricted Payments except that so
     long as no Default or Event of Default exists the Company may make
     Restricted Payments if, after giving effect thereto, the aggregate amount
     of Restricted Payments made during the period after December 31, 1997, to
     and including the date of making the Restricted Payment in question, does
     not exceed 50% of the Company's Net Earnings for such period computed on a
     cumulative basis for said entire period.

         6.2   Limitations on Indebtedness. Create, incur, assume or permit to
     exist any Indebtedness except (a) Indebtedness owed to the Lenders
     hereunder; (b) Indebtedness secured by Permitted Liens; (c) Subordinated
     Debt; (d) Indebtedness permitted under section 6.7(e); and (e) Indebtedness
     arising in connection with a Permitted Swap Contract.

         6.3   Limitations on Guaranty Obligations. Create, incur, assume or
     permit to exist any Guaranty Obligations except for (a) the endorsement of
     negotiable or nonnegotiable instruments for collection in the ordinary
     course of business, and (b) Guaranty Obligations in favor of a Lender; and
     (c) Guaranty Obligations described on Schedule 6.3 existing on the date of
     this Agreement, provided that the principal amount thereof shall not be
     increased.

         6.4   Limitations on Lease Obligations. Permit the aggregate Lease
     Obligations of the Company and its Subsidiaries to exceed $1,000,000 due in
     any fiscal year of the Company.

         6.5   Limitations on Liens and Encumbrances. Create, assume or permit
     to exist any mortgage, security interest, lien or charge of any kind,
     including any restriction against mortgages, security interests, liens or
     charges upon any of its other property or assets, whether now owned or
     hereafter acquired, except for Permitted Liens.

         6.6   Limitations on Mergers, Etc. Merge or consolidate with or into
     any other corporation or entity or sell, lease, transfer or otherwise
     dispose of in a single transaction or a series of transactions, all or a
     substantial part of its assets (other than sales made in the ordinary
     course of business), except that any Subsidiary may merge into, or transfer
     all or a substantial part of its assets to the Company or to a Subsidiary
     wholly owned by the Company.

         6.7   Limitations on Acquisitions, Advances and Investments. Acquire
     stock issued by a corporation, all or substantially all of the



                                       35
<PAGE>


     assets of any Person, an ownership interest in any limited liability
     company or any partnership or joint venture interest or make any loan,
     advance or extension of credit to any Person except (a) the purchase of
     United States government bonds and obligations; (b) extensions of credit to
     customers in the ordinary course of business of the Company or any
     Subsidiary; (c) the purchase of bank certificates of deposit issued by a
     bank having a long-term certificate of deposit rating of A or better from
     Standard & Poor's Rating Services (or an equivalent rating from another
     national rating agency), (d) commercial paper with a maturity not exceeding
     90 days; (e) investments of the Company in any Subsidiary in existence on
     the Closing Date, and loans and advances to wholly owned Subsidiaries of
     the Company and advances by any Subsidiary to the Company or to another
     wholly owned Subsidiary; (f) deposits in deposit accounts at banks; (g)
     investments in bank repurchase agreements; (h) loans and advances to
     employees and agents in the ordinary course of business for travel and
     entertainment expenses and similar items; (i) partnership and joint
     ventures entered into in the ordinary course of business; (j) nonhostile
     acquisitions of the assets or 100% of the stock or other ownership interest
     of a Person; and (k) the purchase by the Company of its stock to the extent
     permitted under section 6.1.

         6.8   Lines of Business. Engage or permit any Subsidiary to engage in
     any business other than those in which it is now engaged and any business
     directly related thereto if, as a result thereof, the general nature of the
     businesses engaged in by the Company and its Subsidiaries on a consolidated
     basis would be substantially changed from the general nature of their
     businesses as of the Closing Date.

         6.9   Sales of Receivables. Discount or sell with recourse, or sell for
     less than the face amount thereof, any of its notes or accounts receivable.

         6.10  Sales of Subsidiaries. Sell or otherwise dispose of any stock (or
     other ownership interest), or securities convertible into stock (or other
     ownership interest), of any Subsidiary except to the Company or to a
     Subsidiary wholly owned by the Company.

         6.11  Sale and Leaseback. Sell or transfer any fixed assets and then or
     thereafter rent or lease as lessee any such assets.

         6.12  Indebtedness to Capitalization Ratio. Permit the Indebtedness to
     Capitalization Ratio to exceed 0.55 to 1.0 at any time.



                                       36
<PAGE>


         6.13  Interest Coverage Ratio. Permit the Interest Coverage Ratio to be
     less than 3.00 to 1.00 at any time.

         6.14  Indebtedness to EBITDA Ratio. Permit the Indebtedness to EBITDA
     Ratio to exceed 2.00 to 1.0 at any time.

         6.15  Transactions with Affiliates. Enter into or be a party to any
     transaction with any Affiliate except as otherwise provided herein or in
     the ordinary course of business and upon fair and reasonable terms which
     are no less favorable than a comparable arm's length transaction with an
     entity which is not an Affiliate.

     7. Events of Default; Remedies.

         7.1   Events of Default. The occurrence of any of the following shall
     constitute an Event of Default:

               (a) Failure to Pay Note. The Company fails to pay (a) principal
          on any Note when due, whether at a stated payment date, or a date
          fixed by the Company for prepayment or by acceleration, or (b)
          interest on any Note, or any fee or other amount payable hereunder,
          when due and such default in payment of interest, fees or other
          amounts continues uncured for a period of five days; or

               (b) Falsity of Representations and Warranties. Any representation
          or warranty made in any Loan Document or in any writing furnished in
          connection with or pursuant to this Agreement or any other Loan
          Document is false in any material respect on the date as of which made
          or as of which the same is to be effective; or

               (c) Breach of Covenants. The Company fails to comply with any
          term, covenant or agreement contained in section 5 or 6 hereof; or

               (d) Breach of Other Provisions. The Company fails to comply with
          any other agreement contained herein and such default continues for a
          period of 30 days after written notice to the Company from the Agent;
          or

               (e) Default Under Other Agreements. The Company or any Subsidiary
          fails to pay when due any other Indebtedness issued or assumed by the
          Company or such Subsidiary or fails to comply with the terms of any
          agreement under which such Indebtedness was created and such default
          continues beyond the period of grace, if any, therein provided; or



                                       37
<PAGE>


               (f) Entry of Final Judgments. A final judgment is entered against
          the Company or any Subsidiary which, together with all unsatisfied
          final judgments entered against the Company and all Subsidiaries,
          exceeds the sum of $250,000, and such judgment shall remain
          unsatisfied or unstayed for a period of 60 days after the entry
          thereof; or

               (g) ERISA Liability. Any event in relation to any Plan which the
          Lenders determine in good faith could result in any of the occurrences
          set forth in section 3.11 above; or

               (h) Default Under Other Loan Documents. An "Event of Default" (as
          defined therein) shall occur under any other Loan Document or the
          party to any other Loan Document fails to timely comply with any term,
          covenant or agreement contained therein; or

               (i) Change In Control. Any Change in Control shall occur; or

               (j) Insolvency, Failure to Pay Debts or Appointment of Receiver,
          Etc. The Company or any Subsidiary becomes insolvent or the subject of
          state insolvency proceedings, fails generally to pay its debts as they
          become due or makes an assignment for the benefit of creditors; or a
          receiver, trustee, custodian or other similar official is appointed
          for, or takes possession of any substantial part of the property of,
          the Company or any Subsidiary; or

               (k) Subject of United States Bankruptcy Proceedings. The taking
          of corporate action by the Company or any Subsidiary to authorize such
          organization to become the subject of proceedings under the United
          States Bankruptcy Code; or the execution by the Company or any
          Subsidiary of a petition to become a debtor under the United States
          Bankruptcy Code; or the filing of an involuntary petition against the
          Company or any Subsidiary under the United States Bankruptcy Code
          which remains undismissed for a period of 60 days; or the entry of an
          order for relief under the United States Bankruptcy Code against the
          Company or any Subsidiary.

         7.2   Remedies. Upon the occurrence of any of the events described in
     sections 7.1(a) through 7.1(j), inclusive, the Agent shall, at the
     direction of the Majority Lenders, at the same or different times, take any
     of the following actions:



                                       38
<PAGE>


               (a) declare the Lenders' Revolving Loan Commitments to be
          terminated, whereupon the Lenders' Revolving Loan Commitments shall
          immediately terminate; or

               (b) declare the Loans, and all accrued interest thereon, to be
          immediately due and payable, whereupon the Loans, all accrued interest
          thereon and all other amounts owing or payable under the Loan
          Documents shall be immediately due and payable without presentment,
          demand, protest or notice of any kind, all of which are expressly
          waived by the Company.

     Promptly following the making of such declaration, the Agent shall give
notice thereof to the Company and each Lender but the failure to give such
notice shall not impair any of the effects of such declaration. Upon the
occurrence of any of the events described in section 7.1(k), the Lenders'
Revolving Loan Commitments shall immediately terminate, and the Notes, together
with accrued interest thereon and all other amounts owing or payable under the
Loan Documents shall be immediately due and payable without presentment, demand,
protest or notice of any kind, all of which are expressly waived by the Company.

     8.  The Agent.

         8.1   Appointment and Duties of the Agent. The Lenders hereby appoint
     Firstar, subject to the terms and conditions of this section 8, as the
     Agent for the Lenders under and for purposes of this Agreement and the
     other Loan Documents. Each of the Lenders hereby irrevocably, authorizes,
     and directs the Agent to take such action on its behalf and to exercise
     such powers hereunder as are delegated to the Agent herein, together with
     such powers as are reasonably incident thereto, in connection with the
     administration of and enforcement of any rights or remedies with respect to
     this Agreement and the other Loan Documents. The Agent shall use reasonable
     diligence to examine the face of each document received by it hereunder to
     determine whether such document, on its face, appears to be what it
     purports to be. However, the Agent shall not be under any duty to examine
     into or pass upon the validity or genuineness of any documents received by
     it hereunder and the Agent shall be entitled to assume that any of the same
     which appears regular on its face is genuine and valid and what it purports
     to be.

         8.2   Discretion and Liability of the Agent. Subject to sections 8.3,
     8.5 and 9.12 hereof, the Agent shall be entitled to use its discretion with
     respect to exercising or refraining from exercising any rights which may be
     vested in it by, or with respect to, taking or refraining from taking any
     action or actions which it may be able to take under or in respect of this
     Agreement and the other Loan Documents. Neither the Agent nor any of its
     directors, officers,



                                       39
<PAGE>


     employees, agents or representatives shall be liable for any action taken
     or not taken under any Loan Document in the absence of gross negligence or
     willful misconduct.

         8.3   Notice of Default. The Agent shall not be deemed to have
     knowledge or notice of the occurrence of any Default or Event of Default,
     except with respect to a failure by the Company to pay principal, interest
     or fees required to be paid to the Agent, unless the Agent has actual
     knowledge of such facts or has received notice from a Lender or the
     Company in writing that such Lender or the Company considers that a Default
     or Event of Default has occurred and is continuing and which specifies the
     nature thereof.

     If the Agent shall acquire actual knowledge of or receive notice from a
Lender or the Company that a Default or Event of Default has occurred, the Agent
shall promptly notify the Lenders and the Company of such Default or Event of
Default.

         8.4   Consultation. The Agent in good faith may consult with legal
     counsel or other advisors selected by it and shall be entitled to fully
     rely upon any opinion of such counsel or other advisor in connection with
     any action taken or not taken by the Agent in accordance with such opinion.

         8.5   Communications To and From the Agent. Upon any occasion requiring
     or permitting an approval, consent, waiver, election or other action on the
     part of the Lenders, unless action by the Agent alone is expressly
     permitted hereunder, action shall be taken by the Agent for and on behalf
     or for the benefit of the Lenders upon the direction of the Majority
     Lenders or, if required under section 9.12, all the Lenders. The Company
     may rely upon any communication from the Agent hereunder and need not
     inquire into the propriety of or authorization for such communication. Upon
     receipt by the Agent from the Company or any Lender of any communication
     calling for an action on the part of the Lenders, the Agent will, in turn,
     promptly inform the other Lenders in writing of the nature of such
     communication. In addition, the Agent shall forward to each Lender,
     promptly after receipt, copies of information provided by the Company
     pursuant to the requirements of the Loan Documents including, without
     limitation, the financial statements referred to in sections 5.1 and 5.2,
     and the notices referred to in section 5.12.

         8.6   Limitations of Agency. The Agent will act under the Loan
     Documents solely as the agent of the Lenders and only to the extent
     specifically set forth in the Loan Documents and will, under no
     circumstances, be considered to be a fiduciary of any nature whatsoever in
     respect of any other



                                       40
<PAGE>


     Person. The relationship between the Agent and the Lenders is that of agent
     and principal only and the Agent shall not be deemed to be a trustee or
     fiduciary for any Lender. The Agent may generally engage in any kind of
     banking or trust business with the Company as if it were not the Agent.

         8.7   No Representation or Warranty. No Lender (including the Agent)
     makes to any other Lender any representation or warranty, express or
     implied, or assumes any responsibility with respect to the execution,
     validity or enforceability of this Agreement or the other Loan Documents.

         8.8   Lender Credit Decision. Each Lender acknowledges that it has,
     independent of and without reliance upon any other Lender (including the
     Agent) or any information provided by any other Lender (including the
     Agent) and based upon the financial statements of the Company and such
     other documents and information as it has deemed appropriate, made its own
     credit analysis and decision to enter into this Agreement. Each Lender also
     acknowledges that it will, independent of and without reliance upon any
     other Lender (including the Agent) and based upon such documents and
     information as it shall deem appropriate at that time, continue to make its
     own credit decision in taking or not taking action under this Agreement and
     the other Loan Documents.

         8.9   Indemnity. Each Lender hereby indemnifies (which indemnity shall
     survive the termination of this Agreement) the Agent, pro rata according to
     such Lender's Percentage, from and against any and all liabilities,
     obligations, losses, damages, claims, costs, or expenses of any kind or
     nature whatsoever including reasonable attorneys' fees which may at any
     time be imposed on, incurred by, or asserted against, the Agent in any way
     related to or arising out of this Agreement or the other Loan Documents and
     as to which the Agent is not reimbursed by the Company; provided, however,
     that no Lender shall be liable for the payment of any portion of such
     liabilities, obligations, losses, damages, claims, costs or expenses which
     are determined by a court of competent jurisdiction in a final proceeding
     to have resulted solely from the Agent's gross negligence or willful
     misconduct. The Agent shall not be required to take any action hereunder or
     under any other Loan Document, or to prosecute or defend any suit in
     respect of the transactions contemplated hereby, unless it is indemnified
     hereunder to its satisfaction. If any indemnity in favor of the Agent shall
     be or become, in the Agent's determination, inadequate, the Agent may call
     for additional indemnification from the Lenders and cease to do the acts
     indemnified against hereunder until such additional indemnity is given.

         8.10  Resignation or Removal of Agent; Successor Agent. The Agent may
     resign as such at any time upon at least 30 days' prior notice to the


                                       41
<PAGE>


     Company and all Lenders. The Agent may be removed at any time by the
     Majority Lenders upon at least 30 days' prior notice by the Majority
     Lenders to the Company and the Agent, but only for cause consisting of its
     gross negligence or willful misconduct or following a declaration of
     insolvency by the appropriate regulators. If the Agent at any time shall
     resign or be removed, the Majority Lenders may appoint another Lender as a
     successor Agent which shall thereupon become the Agent hereunder. If no
     successor Agent shall have been so appointed by the Majority Lenders, and
     shall have accepted such appointment, within 30 days after the retiring
     Agent gives notice of resignation, then the retiring Agent may, on behalf
     of the Lenders, appoint the successor Agent, which shall be one of the
     Lenders. Upon the acceptance of any appointment as Agent hereunder by a
     successor Agent, such successor Agent shall be entitled to receive from the
     retiring Agent such documents of transfer and such assignments as such
     successor Agent may reasonably request, and shall thereupon succeed to and
     become vested with all rights, powers, privileges and duties of the
     retiring Agent and the retiring Agent shall be discharged from its duties
     and obligations as Agent under this Agreement.

     9.  Miscellaneous.

         9.1   Survival of Representations and Warranties. The Company's
     representations and warranties contained in section 3 hereof shall survive
     closing and execution and delivery of the Notes.

         9.2   Indemnification. The Company agrees to defend, indemnify and hold
     harmless the Agent, the Lenders and their respective directors, officers,
     employees and agents from and against any and all loss, cost, expense or
     liability (including reasonable attorneys' fees) incurred in connection
     with any and all claims or proceedings (whether brought by a private party
     or governmental agency) as a result of, or arising out of or relating to:

               (a) bodily injury, property damage, abatement or remediation,
          environmental damage or impairment or any other injury or damage
          resulting from or relating to any hazardous or toxic substance or
          contaminated material (as determined under Environmental Laws) located
          on or migrating into, from or through property previously, now or
          hereafter owned or occupied by the Company, which the Agent or any
          Lender may incur due to the making of the Loans, or otherwise;

               (b) any transaction financed or to be financed, in whole or in
          part, directly or indirectly, with the proceeds of any Loan; or



                                       42
<PAGE>


               (c) the entering into, performance of and exercise of their
          rights under this Agreement or any other Loan Document by the Agent,
          and the Lenders.

     This indemnity will survive the repayment of the Loans.

         9.3   Expenses. The Company agrees, whether or not the transaction
     hereby contemplated shall be consummated, to pay on demand (a) all
     out-of-pocket expenses incurred by the Agent or any Lender in connection
     with the negotiation, execution, administration, amendment or enforcement
     of this Agreement and the other Loan Documents, including reasonable
     counsel fees and expenses (provided that the maximum amount of fees and
     expenses incurred by each Lender in connection with the negotiation,
     execution, administration and amendment of this Agreement and the other
     Loan Documents to be reimbursed by the Company shall not exceed $1,000),
     (b) any taxes (including any interest and penalties relating thereto)
     payable by any Lender (other than taxes based upon such Lender's net
     income) on or with respect to the transactions contemplated by this
     Agreement (the Company hereby agreeing to indemnify each Lender with
     respect thereto) and (c) all out-of-pocket expenses, including reasonable
     counsel fees and expenses, incurred by the Agent or any Lender in
     connection with any litigation, proceeding or dispute in any way related to
     the Agent's and the Lenders' relationships with the Company, whether
     arising hereunder or otherwise, other than in connection with a successful
     action brought by the Company against a Lender for such Lender's breach of
     its obligations to the Company. The obligations of the Company under this
     section will survive payment of the Loans.

         9.4   Notices. All notices provided for herein shall be in writing and
     shall be (a) delivered; (b) sent by express or first-class mail; or (c)
     sent by facsimile transmission and confirmed in writing provided to the
     recipient in a manner described in (a) or (b), and, if to the Agent or a
     Lender, addressed to it at the address set forth below its signature, and
     if to the Company, addressed to it at 5481 South Packard Avenue, Cudahy,
     Wisconsin 53110, Attention: Wayne E. Larsen, Vice President Law/Finance,
     Facsimile No. 414-747-2890, or to such other address with respect to any
     party as such party shall notify the others in writing; such notices shall
     be deemed given when delivered or mailed or so transmitted.

         9.5   Assignments and Participations.

               (a) Any Lender may, with the written consent of the Company (at
          all times other than during the existence of an Event of Default) and
          the Agent, which consents shall not be unreasonably withheld, at any
          time assign



                                       43
<PAGE>


          and delegate to one or more Eligible Assignees (provided that no
          written consent of the Company or the Agent shall be required in
          connection with any assignment and delegation by a Lender to an
          Eligible Assignee that is an Affiliate of such Lender) (each an
          "Assignee") all, or any ratable part of all, of the Loans, the
          Revolving Loan Commitment and the other rights and obligations of such
          Lender hereunder, in a minimum amount of $10,000,000; provided,
          however, that the Company and the Agent may continue to deal solely
          and directly with such Lender in connection with the interest so
          assigned to an Assignee until (i) written notice of such assignment,
          together with payment instructions, addresses and related information
          with respect to the Assignee, shall have been given to the Company and
          the Agent by such Lender and the Assignee; (ii) such Lender and its
          Assignee shall have delivered to the Company and the Agent an
          Assignment and Acceptance in the form of Exhibit F (an "Assignment and
          Acceptance") together with any Note subject to such assignment and
          (iii) the assignor Lender or Assignee has paid to the Agent a
          processing fee in an amount specified by the Agent not exceeding
          $3,500 and has agreed to indemnify and hold the Company harmless from
          and against any and all costs, expenses and liabilities resulting from
          such assignment.

               (b) From and after the date that the Agent notifies the assignor
          Lender that it has received (and provided its consent with respect to)
          an executed Assignment and Acceptance and payment of the
          above-referenced processing fee, (i) the Assignee thereunder shall be
          a party hereto and, to the extent that rights and obligations
          hereunder have been assigned to it pursuant to such Assignment and
          Acceptance, shall have the rights and obligations of a Lender under
          the Loan Documents, and (ii) the assignor Lender shall, to the extent
          that rights and obligations hereunder and under the other Loan
          Documents have been assigned by it pursuant to such Assignment and
          Acceptance, relinquish its rights and be released from its obligations
          under the Loan Documents.

               (c) Within five Business Days after its receipt of notice by the
          Agent that it has received an executed Assignment and Acceptance and
          payment of the processing fee, (and provided that it consents to such
          assignment in accordance with subsection 9.5(a)), the Company shall
          execute and deliver to the Agent, a new Revolving Note evidencing such
          Assignee's assigned Revolving Loan Commitment, a new Term Note
          evidencing such Assignee's assigned Term Loan and, if the assignor
          Lender has retained a portion of its Loans and its Revolving Loan
          Commitment, a replacement Revolving Note in the principal amount of
          the Revolving Loan Commitment retained by the assignor Lender and a
          replacement Term Note in the principal amount of the Term Loan
          retained by the assignor Lender (such Notes to be in exchange for, but
          not in payment of, the Notes held by such Lender). Immediately upon
          each Assignee's making its processing fee payment under the Assignment
          and Acceptance, this



                                       44
<PAGE>


          Agreement shall be deemed to be amended to the extent, but only to the
          extent, necessary to reflect the addition of the Assignee and the
          resulting adjustment of the Revolving Loan Commitments arising
          therefrom. The Revolving Loan Commitment allocated to each Assignee
          shall reduce the Revolving Loan Commitment of the assigning Lender pro
          tanto.

               (d) Any Lender may, at its option, with the written consent of
          the Company (at all times other than during the existence of an Event
          of Default) sell to another financial institution or institutions
          participating interests in a Note payable to such Lender and, in
          connection with each such sale, and thereafter, disclose to the
          purchaser or prospective purchaser of each such interest financial and
          other information concerning the Company. The Company agrees that if
          amounts outstanding under this Agreement or a Note are due and unpaid,
          or shall have been declared or shall have become due and payable upon
          the occurrence of an Event of Default, each such purchaser shall be
          deemed to have, to the extent permitted by applicable law, the right
          of setoff in respect of its participating interest in amounts owing
          under this Agreement and such Note to the same extent as if the amount
          of its participating interest were owed directly to it. The Company
          further agrees that each such purchaser shall be entitled to the
          benefits of sections 2.14 and 2.15 with respect to its participation
          in the selling Lender's Revolving Loan Commitment; provided that no
          such purchaser shall be entitled to receive any greater amount
          pursuant to that section than the Lender would have been entitled to
          receive if no such sale had occurred.

         9.6   Titles. The titles of sections in this Agreement are for
     convenience only and do not limit or construe the meaning of any section.

         9.7   Parties Bound; Waiver. The provisions of this Agreement shall
     inure to the benefit of and be binding upon any successor of any of the
     parties hereto and shall extend and be available to any holder of a Note;
     provided that the Company's rights under this Agreement are not assignable.
     No delay on the part of the Agent or any Lender in exercising any right,
     power or privilege hereunder shall operate as a waiver thereof, and no
     single or partial exercise of any right, power or privilege hereunder shall
     preclude other or further exercise thereof or the exercise of any other
     right, power or privilege. The rights and remedies herein specified are
     cumulative and not exclusive of any rights or remedies which the Agent or a
     Lender would otherwise have.

         9.8   Governing Law. This Agreement is being delivered in and shall be
     deemed to be a contract governed by the laws of the State of Wisconsin and
     shall be interpreted and enforced in accordance with the laws of that state
     without regard to the principles of conflicts of laws.



                                       45
<PAGE>


         9.9   Submission to Jurisdiction; Service of Process. As a material
     inducement to the Agent and the Lenders to enter into this Agreement:

               (a) THE COMPANY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY
          MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN
          DOCUMENTS MAY BE BROUGHT ONLY IN COURTS OF THE STATE OF WISCONSIN
          LOCATED IN MILWAUKEE COUNTY OR THE FEDERAL COURT FOR THE EASTERN
          DISTRICT OF WISCONSIN AND THE COMPANY CONSENTS TO THE JURISDICTION OF
          SUCH COURTS. THE COMPANY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
          HAVE TO THE VENUE OF ANY SUCH COURT AND ANY RIGHT IT MAY HAVE NOW OR
          HEREAFTER HAVE TO CLAIM THAT ANY SUCH ACTION OR PROCEEDING IS IN AN
          INCONVENIENT COURT; and

               (b) The Company consents to the service of process in any such
          action or proceeding by certified mail sent to the address specified
          in section 9.4.

               Nothing contained herein shall affect the right of the Agent or
          the Lenders to serve process in any other manner permitted by law.

         9.10  Waiver of Jury Trial. THE COMPANY, THE AGENT AND THE LENDERS
     HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A
     JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED ON OR ARISING OUT OF
     OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY COURSE
     OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
     ANY OTHER ACTION OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO
     THE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT.

         9.11  Limitation of Liability. THE COMPANY, THE AGENT AND THE LENDERS
     HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER FROM ANY
     OTHER PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
     ANY DAMAGES, OF WHATEVER NATURE, OTHER THAN ACTUAL DAMAGES.

         9.12  Amendments. No provision of this Agreement or the other Loan
     Documents may be amended, modified, supplemented, changed,



                                       46
<PAGE>


     waived, discharged or terminated unless the consent of the Majority Lenders
     and the Company is obtained in writing, provided, however, that no such
     amendment, modification or waiver which would:

               (a) Modify any requirement hereunder that any particular action
          be taken by all the Lenders or by the Majority Lenders shall be
          effective unless consented to by each Lender;

               (b) modify this section 9.12, change the definition of "Majority
          Lenders," increase any Revolving Loan Commitment or the Percentage of
          any Lender, or reduce any fees payable hereunder, shall be effective
          unless consented to by each Lender;

               (c) extend the scheduled due date for the payment of principal or
          interest on any Note (or reduce the principal amount of or rate of
          interest on any Note) shall be made without the consent of the holder
          of such Note;

               (d) release any collateral (except as permitted herein or in the
          applicable Loan Document) shall be effective unless consented to by
          each Lender; or

               (e) adversely affect the interests, rights, or obligations of the
          Agent shall be made without the consent of the Agent.

         9.13  Counterparts. This Agreement and any amendment hereof may be
     executed in several counterparts, each of which shall be executed by the
     Agent and the Company and be deemed to be an original and all of which
     together shall constitute one instrument. This Agreement shall become
     effective when counterparts hereof executed on behalf of the Company, the
     Agent and each Lender shall have been received by the Agent and notice
     thereof shall have been given by the Agent to the Company and each Lender.

         9.14  Effect on Original Credit Agreement. On the Effective Date this
     Credit Agreement will supersede and replace the Original Credit Agreement
     and the commitments of the Original Lenders will terminate. The only
     provisions of the Original Credit Agreement which will continue to be
     effective are those provisions which expressly state that they survive the
     repayment of the obligations of the Company under the Original Credit
     Agreement. All "Revolving Loans" under the Original Credit Agreement
     outstanding on the Effective Date shall be repaid in full, including
     accrued interest thereon. All commitment fees accrued under the Original
     Credit Agreement shall be due on the Effective Date.



                                       47
<PAGE>



         9.15  Entire Agreement. This Agreement and the other Loan Documents
     shall constitute the entire agreement of the parties pertaining to the
     subject matter hereof and supersedes all prior or contemporaneous
     agreements and understandings of the parties in connection therewith.

                                          LADISH CO., INC.


                                          BY
                                            ----------------------------------
                                            Its
                                               -------------------------------


Revolving
  Loan
Commitment           Percentage

$22,800,000              30%              FIRSTAR BANK, NATIONAL ASSOCIATION,
                                          as the Agent and a Lender


                                          BY
                                            ----------------------------------
                                            Its
                                               -------------------------------

                                          Address:  777 East Wisconsin Avenue
                                                    Milwaukee, WI 53202
                                                    Attn: Jeffrey J. Janza

                                          Facsimile No.:  414-765-4632


$15,200,000              20%              BANK ONE, N.A. (Main Office Chicago)


                                          BY
                                            ----------------------------------
                                            Its
                                               -------------------------------

                                          Address:  111 East Wisconsin Avenue
                                                    Milwaukee, Wisconsin 53202
                                                    Attn: Anthony F. Maggiore

                                          Facsimile No.:  414-765-2625



                                       48
<PAGE>


Revolving
  Loan
Commitment           Percentage

$15,200,000              20%              U.S. BANK NATIONAL ASSOCIATION


                                          BY
                                            ----------------------------------
                                            Its
                                               -------------------------------

                                          Address:  201 West Wisconsin Avenue
                                                    Milwaukee, WI 53259
                                                    Attn:  Dennis Ciche

                                          Facsimile No.:  414-227-5881


$15,200,000              20%              LASALLE BANK NATIONAL ASSOCIATION


                                          BY
                                            ----------------------------------
                                            Its
                                               -------------------------------

                                          Address:  411 East Wisconsin Avenue
                                                    Milwaukee, WI 53202
                                                    Attn:  James A. Meyer

                                          Facsimile No.:  414-224-0071




                                       49
<PAGE>



Revolving
  Loan
Commitment           Percentage


$ 7,600,000              10%              ST. FRANCIS  BANK, F.S.B.


                                          BY
                                            ----------------------------------
                                            Its
                                               -------------------------------

                                          Address:  13400 Bishops Lane
                                                    Suite 190
                                                    Brookfield, WI 53005
                                                    Attn:  John C. Tans

                                          Facsimile No.:  414-486-8778

-----------             ----
$76,000,000             100%
============================




                                       50
<PAGE>




                                  SCHEDULE 1.1

                      Existing Liens and Security Interests



None.


<PAGE>



                                  SCHEDULE 3.1

                                  Subsidiaries



1.  Stowe Machine Co., Inc., a Nevada corporation

2.  Pacific Cast Technologies, Inc., a Nevada corporation


<PAGE>




                                  SCHEDULE 3.4

                                   Litigation



None

<PAGE>



                                  SCHEDULE 3.18

                              Environmental Matters



Ladish Co., Inc. has been named as a potentially responsible party at the
following locations:

          Site                            Status

     1)   Hunts Superfund Site            Consent order signed, site
          Caledonia, WI                   remedied, monitoring continuing.

     2)   Fadrowski Superfund Site        Site remedied, owner has
          Franklin, WI                     monitoring responsibility.

     3)   ILCO Superfund Site             Ladish settled as a De Minimis
          Leeds, AL                        party and dismissed.

     4)   Marina Cliffs Superfund Site    Ladish settled as a De Minimis
          South Milwaukee, WI             party and dismissed.

Former subsidiary of Ladish Co., Inc. was named as a potentially responsible
party at the Operating Industries Inc. site in California. The subsidiary was
liquidated with no additional assets.


<PAGE>



                                  SCHEDULE 3.20

                              Year 2000 Compliance



Ladish Co., Inc.implemented a new information technology system and has found
the new system to be Year 2000 compliant.

<PAGE>



                                  SCHEDULE 6.3

                              Guaranty Obligations



Ladish Co., Inc. has guaranteed certain aspects of the performance and condition
of the assets of its former Industrial Products Division ("IPD") under the sale
of IPD to Trinity Fitting and Flange Company, Inc.