CREDIT AGREEMENT 



DATED AS OF OCTOBER 17,
2006 



AMONG 



GEHL COMPANY AND THE
SUBSIDIARY BORROWERS PARTIES HERETO,  



THE GUARANTORS FROM
TIME TO TIME PARTIES HERETO,  



THE LENDERS FROM TIME
TO TIME PARTIES HERETO,  



AND 



BANK OF MONTREAL
as
Administrative Agent  
















TABLE OF CONTENTS  





	SECTION	HEADING	PAGE
	
SECTION 1.	THE CREDIT FACILITIES	  1
	
       Section 1.1.	Revolving Credit Commitments	  1
	       Section 1.2.	Letters of Credit	  1
	       Section 1.3.	Applicable Interest Rates	  4
	       Section 1.4.	Minimum Borrowing Amounts; Maximum Eurocurrency Loans	  6
	       Section 1.5.	Manner of Borrowing Loans and Designating Applicable Interest Rates	  6
	       Section 1.6.	Interest Periods	  9
	       Section 1.7.	Maturity of Loans	10
	       Section 1.8.	Prepayments	10
	       Section 1.9.	Default Rate	12
	       Section 1.10.	Evidence of Indebtedness	13
	       Section 1.11.	Funding Indemnity	14
	       Section 1.12.	Commitment Terminations	14
	       Section 1.13.	Substitution of Lenders	15
	       Section 1.14.	Swing Loans	15
	       Section 1.15.	Increase in Revolving Credit Commitments	17
	       Section 1.16.	Appointment of Company as Agent for Subsidiary Borrowers	18
	
SECTION 2.	FEES	18
	
       Section 2.1.	Fees	18
	
SECTION 3.	PLACE AND APPLICATION OF PAYMENTS	19
	
       Section 3.1.	Place and Application of Payments	19
	       Section 3.2.	Account Debit	20
	
SECTION 4.	GUARANTIES AND COLLATERAL	21
	
       Section 4.1.	Guaranties	21
	       Section 4.2.	Collateral	21
	       Section 4.3.	Further Assurances	21
	
SECTION 5.	DEFINITIONS; INTERPRETATION	21
	
       Section 5.1.	Definitions	21
	       Section 5.2.	Interpretation	37
	       Section 5.3.	Change in Accounting Principles	37
	
SECTION 6.	REPRESENTATIONS AND WARRANTIES	38
	
       Section 6.1.	Organization and Qualification	38




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	       Section 6.2.	Subsidiaries	38
	       Section 6.3.	Authority and Validity of Obligations	38
	       Section 6.4.	Use of Proceeds; Margin Stock	39
	       Section 6.5.	Financial Reports	39
	       Section 6.6.	No Material Adverse Change	40
	       Section 6.7.	Full Disclosure	40
	       Section 6.8.	Trademarks, Franchises, and Licenses	40
	       Section 6.9.	Governmental Authority and Licensing	40
	       Section 6.10.	Good Title	40
	       Section 6.11.	Litigation and Other Controversies	40
	       Section 6.12.	Taxes	40
	       Section 6.13.	Approvals	41
	       Section 6.14.	Affiliate Transactions	41
	       Section 6.15.	Investment Company	41
	       Section 6.16.	ERISA	41
	       Section 6.17.	Compliance with Laws	41
	       Section 6.18.	Other Agreements	42
	       Section 6.19.	Solvency	42
	       Section 6.20.	No Broker Fees	42
	       Section 6.21.	No Default	42
	
SECTION 7.	CONDITIONS PRECEDENT	42
	
       Section 7.1.	All Credit Events	42
	       Section 7.2.	Initial Credit Event	43
	       Section 7.3.	Existing Agreement	44
	
SECTION 8.	COVENANTS	45
	
       Section 8.1.	Maintenance of Business	45
	       Section 8.2.	Maintenance of Properties	45
	       Section 8.3.	Taxes and Assessments	45
	       Section 8.4.	Insurance	45
	       Section 8.5.	Financial Reports	45
	       Section 8.6.	Inspection	47
	       Section 8.7.	Borrowings and Guaranties	47
	       Section 8.8.	Liens	48
	       Section 8.9.	Investments, Acquisitions, Loans and Advances	50
	       Section 8.10.	Mergers, Consolidations and Sales	51
	       Section 8.11.	Maintenance of Subsidiaries	52
	       Section 8.12.	Dividends and Certain Other Restricted Payments	52
	       Section 8.13.	ERISA	52
	       Section 8.14.	Compliance with Laws	53
	       Section 8.15.	Burdensome Contracts With Affiliates	53
	       Section 8.16.	No Changes in Fiscal Year	53
	       Section 8.17.	Formation of Subsidiaries	53
	       Section 8.18.	Change in the Nature of Business	53




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	       Section 8.19.	Use of Proceeds	54
	       Section 8.20.	No Restrictions	54
	       Section 8.21.	Financial Covenants	54
	
SECTION 9.	EVENTS OF DEFAULT AND REMEDIES	55
	
       Section 9.1.	Events of Default	55
	       Section 9.2.	Non-Bankruptcy Defaults	57
	       Section 9.3.	Bankruptcy Defaults	57
	       Section 9.4.	Collateral for Undrawn Letters of Credit	57
	       Section 9.5.	Notice of Default	58
	       Section 9.6.	Expenses	58
	
SECTION 10.	CHANGE IN CIRCUMSTANCES	58
	
       Section 10.1.	Change of Law	58
	       Section 10.2.	Unavailability of Deposits or Inability to Ascertain, or 
	 	   Inadequacy of, LIBOR	59
	       Section 10.3.	Increased Cost and Reduced Return	59
	       Section 10.4.	Lending Offices	60
	       Section 10.5.	Discretion of Lender as to Manner of Funding	61
	
SECTION 11.	THE ADMINISTRATIVE AGENT	61
	
       Section 11.1.	Appointment and Authorization of Administrative Agent	61
	       Section 11.2.	Administrative Agent and its Affiliates	61
	       Section 11.3.	Action by Administrative Agent	61
	       Section 11.4.	Consultation with Experts	62
	       Section 11.5.	Liability of Administrative Agent; Credit Decision	62
	       Section 11.6.	Indemnity	63
	       Section 11.7.	Resignation of Administrative Agent and Successor Administrative Agent	63
	       Section 11.8.	L/C Issuer	64
	       Section 11.9.	Hedging Liability and Funds Transfer and Deposit Account 
	 	    Liability Arrangements	64
	       Section 11.10.	Designation of Additional Agents	64
	       Section 11.11.	Authorization to Release	64
	       Section 11.12.	Authorization to Enter into, and Enforcement of, the 
	 	    Collateral Documents	65
	
SECTION 12.	THE GUARANTEES	65
	
       Section 12.1.	The Guarantees	65
	       Section 12.2.	Guarantee Unconditional	66
	       Section 12.3.	Discharge Only upon Payment in Full; Reinstatement in 
	 	    Certain Circumstances	66
	       Section 12.4.	Subrogation	67
	       Section 12.5.	Waivers	67




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	       Section 12.6.	Limit on Recovery	67
	       Section 12.7.	Stay of Acceleration	67
	       Section 12.8.	Benefit to Guarantors	68
	       Section 12.9.	Guarantor Covenants	68
	
SECTION 13.	MISCELLANEOUS	68
	
       Section 13.1.	Withholding Taxes	68
	       Section 13.2.	No Waiver, Cumulative Remedies	69
	       Section 13.3.	Non-Business Days	69
	       Section 13.4.	Documentary Taxes	70
	       Section 13.5.	Survival of Representations	70
	       Section 13.6.	Survival of Indemnities	70
	       Section 13.7.	Sharing of Set-Off	70
	       Section 13.8.	Notices	70
	       Section 13.9.	Counterparts	71
	       Section 13.10.	Successors and Assigns	71
	       Section 13.11.	Participants	71
	       Section 13.12.	Assignments	72
	       Section 13.13.	Amendments	74
	       Section 13.14.	Headings	74
	       Section 13.15.	Costs and Expenses; Indemnification	74
	       Section 13.16.	Set-off	75
	       Section 13.17.	Entire Agreement	75
	       Section 13.18.	Governing Law	76
	       Section 13.19.	Severability of Provisions	76
	       Section 13.20.	Excess Interest	76
	       Section 13.21.	Construction	76
	       Section 13.22.	Each Lender's Obligations Several	77
	       Section 13.23.	Submission to Jurisdiction; Waiver of Jury Trial	77
	       Section 13.24.	USA Patriot Act	77
	       Section 13.25.	Confidentiality	77
	       Section 13.26.	Currency	78
	
Signature Page		S-1







	EXHIBIT A	—	Notice of Payment Request
	EXHIBIT B	—	Notice of Borrowing
	EXHIBIT C	—	Notice of Continuation/Conversion
	EXHIBIT D-1	—	Revolving Note
	EXHIBIT D-2	—	Swing Note
	EXHIBIT E	—	Compliance Certificate
	EXHIBIT F	—	Additional Guarantor Supplement
	EXHIBIT G	—	Assignment and Acceptance
	SCHEDULE 1	—	Commitments
	SCHEDULE 1.2	—	Existing Letters of Credit
	SCHEDULE 6.2	—	Subsidiaries






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CREDIT AGREEMENT 



        This
Credit Agreement is entered into as of October 17, 2006 by and among GEHL COMPANY, a
Wisconsin corporation (the “Company”), COMPACT EQUIPMENT ATTACHMENTS
INC., a Wisconsin corporation (“Compact”), GEHL POWER PRODUCTS, INC., a
South Dakota corporation (“Gehl Power”) and MUSTANG MANUFACTURING
COMPANY, INC., a Minnesota corporation (“Mustang” and, together with
Compact and Gehl Power, the “Subsidiary Borrowers”; the Company and the
Subsidiary Borrowers are sometimes herein referred to as the
“Borrowers”), the direct and indirect Subsidiaries of the Company from
time to time party to this Agreement, as Guarantors, the several financial institutions
from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, as
Administrative Agent as provided herein. All capitalized terms used herein without
definition shall have the same meanings herein as such terms are defined in
Section 5.1 hereof. 



PRELIMINARY STATEMENT 



        The
Borrowers have requested, and the Lenders have agreed to extend, certain credit facilities
on the terms and conditions of this Agreement. 



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



SECTION 1.              THE
CREDIT FACILITIES.  



        Section 1.1.       Revolving
Credit Commitments. Subject to the terms and conditions hereof,           each
Lender, by its acceptance hereof, severally agrees to make loans (each
          individually a “Revolving Loan” and collectively the “Revolving
Loans”) in U.S. Dollars and Alternative Currencies           to the Borrowers
from time to time on a revolving basis in an aggregate           outstanding Original
Dollar Amount up to the amount of such Lender’s           Revolving Credit
Commitment, subject to any reductions thereof pursuant to the           terms hereof,
before the Revolving Credit Termination Date. The sum of the           (i) aggregate
Original Dollar Amount of Revolving Loans, (ii) the           aggregate principal
amount of Swing Loans and (iii) the aggregate U.S.           Dollar Equivalent of
all L/C Obligations at any time outstanding shall not           exceed theRevolving
Credit Commitments in effect at such time. Each           Borrowing of Revolving Loans
shall be made ratably by the Lenders in proportion           to their respective Revolver
Percentages. As provided in Section 1.5(a)           hereof, the applicable Borrower
may elect that each Borrowing of Revolving Loans           denominated in U.S. Dollars be
either Base Rate Loans or Eurocurrency Loans. All           Loans denominated in an
Alternative Currency shall be Eurocurrency Loans, and           the aggregate Original
Dollar Amount of all Loans denominated in Alternative           Currencies shall not at
any time exceed $25,000,000. Revolving Loans may be           repaid and the principal
amount thereof reborrowed before the Revolving Credit           Termination Date, subject
to the terms and conditions hereof.  




        Section 1.2.       Letters
of Credit. (a) General Terms. Subject to the terms and           conditions
hereof, as part of the Revolving Credit, the L/C Issuer shall issue           standby and
commercial letters of credit (each a “Letter of           Credit”) for
the account of the Borrowers in U.S. Dollars or an           Alternative Currency in the
U.S. Dollar Equivalent of an aggregate undrawn face           amount up to the L/C
Sublimit. Each Letter of Credit shall be issued by the L/C           Issuer, but each
Lender shall be obligated to reimburse the L/C Issuer for such           Lender’s
Revolver Percentage of the amount of each drawing thereunder and,           accordingly,
each Letter of Credit shall constitute usage of the Revolving           Credit Commitment
of each Lender pro rata in an amount equal to its Revolver           Percentage of the L/C Obligations
then outstanding. The parties hereto           hereby acknowledge and agree that each of
the letters of credit set forth on           Schedule 1.2 hereto shall constitute
Letters of Credit for all purposes of           this Agreement.  













        (b)       Applications. At
any time before the Revolving Credit Termination Date,           the L/C Issuer shall, at
the request of one of the Borrowers (such Borrower           requesting a Letter of
Credit the “Applicant Borrower” with           respect to such Letter of
Credit), issue one or more Letters of Credit in a form           satisfactory to the L/C
Issuer, with expiration dates no later than the earlier           of 12 months from the
date of issuance (or which are cancelable not later than           12 months from the
date of issuance and each renewal) or 30 days prior to           the Revolving
Credit Termination Date, in an aggregate face amount as set forth           above, upon
the receipt of an application duly executed by the Applicant           Borrower for the
relevant Letter of Credit in the form then customarily           prescribed by the L/C
Issuer for the Letter of Credit requested (each an “Application”).
Notwithstanding anything contained in any           Application to the contrary: (i) the
Borrowers shall pay fees in connection           with each Letter of Credit as set forth
in Section 2.1 hereof,           (ii) except as otherwise provided in Section
1.8 hereof, before the           occurrence of an Event of Default, the L/C Issuer will
not call for the funding           by the Applicant Borrower of any amount under a Letter
of Credit before being           presented with a drawing thereunder, and (iii) if
the L/C Issuer is not           timely reimbursed for the amount of any drawing under a
Letter of Credit on the           date such drawing is paid, the Applicant Borrower’s
obligation to reimburse           the L/C Issuer for the amount of such drawing shall
bear interest (which the           Applicant Borrower hereby promises to pay) from and
after the date such drawing           is paid at a rate per annum (x) if such Letter
of Credit is denominated in           U.S. Dollars, equal to the sum of the Base Rate
from time to time in effect plus the Applicable Margin for Base Rate Loans and (y) if
such           Letter of Credit is denominated in an Alternative Currency, equal to the
sum of           the Applicable Margin for Eurocurrency Loans plus the rate
established           pursuant to Section 1.9(c)(iii) hereof for Eurocurrency Loans
denominated           in an Alternative Currency. If the L/C Issuer issues any Letter of
Credit with           an expiration date that is automatically extended unless the L/C
Issuer gives           notice that the expiration date will not so extend beyond its then
scheduled           expiration date, unless the Required Lenders instruct the L/C Issuer
otherwise,           the L/C Issuer will give such notice of non-renewal before the time
necessary to           prevent such automatic extension if before such required notice
date:           (i) the expiration date of such Letter of Credit if so extended
would be           after the Revolving Credit Termination Date, (ii) the Revolving
Credit           Commitments have been terminated, or (iii) a Default or an Event of
Default           exists and the Administrative Agent, at the request or with the consent
of the           Required Lenders, has given the L/C Issuer instructions not to so permit
the           extension of the expiration date of such Letter of Credit. The L/C Issuer
agrees           to issue amendments to the Letter(s) of Credit increasing the amount, or
          extending the expiration date, thereof at the request of the Applicant Borrower
          subject to the conditions of Section 7 hereof and the other terms of this
          Section 1.2.  




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        (c)       The
Reimbursement Obligations. Subject to Section 1.2(b) hereof, the
          obligation of the Applicant Borrower to reimburse the L/C Issuer for all
          drawings under a Letter of Credit (a “Reimbursement           Obligation”)
shall be governed by the Application related to such           Letter of Credit, except
that reimbursement shall be made in immediately           available funds (i) if
such Letter of Credit is issued in U.S. Dollars, by           no later than 12:00 Noon
(Chicago time) on the date when each drawing is to be           paid if the Applicant
Borrower has been informed of such drawing by the L/C           Issuer on or before 9:00 a.m.
(Chicago time) (including the day before such           drawing is to be paid) on the
date when such drawing is to be paid or, if notice           of such drawing is given to
the Applicant Borrower after 9:00 a.m. (Chicago           time) on the date when
such drawing is to be paid, by the end of such day, at           the Administrative Agent’s
principal office in Chicago, Illinois or such           other office as the
Administrative Agent may designate in writing to the           Applicant Borrower and (ii) if
such Letter of Credit is denominated in an           Alternative Currency, to such local
office as the Administrative Agent has           previously specified, by no later than
12:00 Noon (local time) on the date           when each drawing is to be paid if the
Applicant Borrower has been informed of           such drawing by the L/C Issuer on or
before 9:00 a.m. (local time)           (including the day before such drawing is to
be paid) on the date when such           drawing is to be paid or, if notice of such
drawing is given to the Applicant           Borrower after 9:00 a.m. (local time) on
the date when such drawing is to           be paid, by the end of such day (and the
Administrative Agent shall thereafter           cause to be distributed to the L/C Issuer
such amount(s) in like funds). If the           Applicant Borrower does not make any such
reimbursement payment on the date due           and the Participating Lenders fund their
participations therein in the manner           set forth in Section 1.2(d) below,
then all payments thereafter received by           the Administrative Agent in discharge
of any of the relevant Reimbursement           Obligations shall be distributed in
accordance with Section 1.2(d) below.  




        (d)       The
Participating Interests. Each Lender (other than the Lender acting as           L/C
Issuer in issuing the relevant Letter of Credit), by its acceptance hereof,
          severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby
          agrees to sell to each such Lender (a “Participating Lender”),
          an undivided percentage participating interest (a “Participating
          Interest”), to the extent of its Revolver Percentage, in each Letter
of           Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer.
          Upon any failure by the Applicant Borrower to pay any Reimbursement Obligation
          at the time required on the date the related drawing is to be paid, as set
forth           in Section 1.2(c) above, or if the L/C Issuer is required at any
time to           return to the Applicant Borrower or to a trustee, receiver, liquidator,
          custodian or other Person any portion of any payment of any Reimbursement
          Obligation, each Participating Lender shall, not later than the Business Day it
          receives a certificate in the form of Exhibit A hereto from the L/C Issuer
          (with a copy to the Administrative Agent) to such effect, if such certificate
is           received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m.
          (Chicago time)the following Business Day, if such certificate is
          received after such time, pay to the Administrative Agent for the account of
the           L/C Issuer an amount equal to such Participating Lender’s Revolver
          Percentage of such unpaid or recaptured Reimbursement Obligation together with
          interest on such amount accrued from the date the related payment was made by
          the L/C Issuer to the date of such payment by such Participating Lender at a
          rate per annum equal to: (i) from the date the related payment was made by
          the L/C Issuer to the date 2 Business Days after payment by such
          Participating Lender is due hereunder, (x) if such Letter of Credit is
          denominated in U.S. Dollars, the Federal Funds Rate for each day and (y) if
          such Letter of Credit is denominated in an Alternative Currency, at the rate
          established by Section 1.9(c)(iii) hereof for Eurocurrency Loans
          denominated in such currency and (ii) from the date 2 Business Days
          after the date such payment is due from such Participating Lender to the date
          such payment is made by such Participating Lender, (x) if such Letter of
          Credit is denominated in U.S. Dollars, the Base Rate in effect for each such
day           and (y) if such Letter of Credit is denominated in an Alternative
Currency,           the rate established by Section 1.9(c) hereof for Eurocurrency
Loans           denominated in such currency. Each such Participating Lender shall
thereafter be           entitled to receive its Revolver Percentage of each payment
received in respect           of the relevant Reimbursement Obligation and of interest
paid thereon, with the           L/C Issuer retaining its Revolver Percentage thereof as
a Lender hereunder. The           several obligations of the Participating Lenders to the
L/C Issuer under this           Section 1.2 shall be absolute, irrevocable, and
unconditional under any and           all circumstances whatsoever and shall not be
subject to any set-off,           counterclaim or defense to payment which any
Participating Lender may have or           have had against the Applicant Borrower, the
L/C Issuer, the Administrative           Agent, any Lender or any other Person
whatsoever. Without limiting the           generality of the foregoing, such obligations
shall not be affected by any           Default or Event of Default or by any reduction or
termination of any Commitment           of any Lender, and each payment by a
Participating Lender under this           Section 1.2 shall be made without any
offset, abatement, withholding or           reduction whatsoever.  




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




        (f)       Manner
of Requesting a Letter of Credit. The Applicant Borrower shall           provide at
least three (3) Business Days’ advance written notice to           the
Administrative Agent of each request for the issuance of a Letter of Credit,
          such notice in each case to be accompanied by an Application for such Letter of
          Credit properly completed and executed by the Applicant Borrower and, in the
          case of an extension or an increase in the amount of a Letter of Credit, a
          written request therefor, in a form acceptable to the Administrative Agent and
          the L/C Issuer, in each case, together with the fees called for by this
          Agreement. The Administrative Agent shall promptly notify the L/C Issuer of the
          Administrative Agent’s receipt of each such notice and the L/C Issuer
shall           promptly notify the Administrative Agent and the Lenders of the issuance
of the           Letter of Credit so requested.  




        Section 1.3.       Applicable
Interest Rates. (a) Base Rate Loans. Each Base           Rate Loan made
or maintained by a Lender shall bear interest during each           Interest Period it is
outstanding (computed on the basis of a year of 365 or           366 days, as the
case may be, and the actual days elapsed) on the unpaid           principal amount
thereof from the date such Loan is advanced or continued, or           created by
conversion from a Eurocurrency Loan, until maturity (whether by           acceleration or
otherwise) at a rate per annum equal to the sum of the           Applicable Margin plus
the Base Rate from time to time in effect, payable on the           last day of its
Interest Period and at maturity (whether by acceleration or           otherwise).  




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        “Base
Rate” means for any day the greater of: (i) the rate of interest announced or
otherwise established by the Administrative Agent from time to time as its prime
commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located in the
United States, as in effect on such day, with any change in the Base Rate resulting
from a change in said prime commercial rate to be effective as of the date of the relevant
change in said prime commercial rate (it being acknowledged and agreed that such rate may
not be the Administrative Agent’s best or lowest rate) and (ii) the sum of
(x) the rate determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the
Administrative Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as
is practicable) on such day (or, if such day is not a Business Day, on the immediately
preceding Business Day) by two or more Federal funds brokers selected by the
Administrative Agent for sale to the Administrative Agent at face value of Federal funds
in the secondary market in an amount equal or comparable to the principal amount owed to
the Administrative Agent for which such rate is being determined, plus (y) 1/2 of
1%. 



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




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



	Adjusted LIBOR	=	LIBOR

			1 - Eurocurrency Reserve Percentage






        “Eurocurrency
Reserve Percentage” means, for any Borrowing of Eurocurrency Loans, the daily
average for the applicable Interest Period of the maximum rate, expressed as a decimal, at
which reserves (including, without limitation, any supplemental, marginal, and emergency
reserves) are imposed during such Interest Period by the Board of Governors of the Federal
Reserve System (or any successor) on “eurocurrency liabilities”, as
defined in such Board’s Regulation D (or in respect of any other category of
liabilities that includes deposits by reference to which the interest rate on Eurocurrency
Loans is determined or any category of extensions of credit or other assets that include
loans by non-United States offices of any Lender to United States residents), subject to
any amendments of such reserve requirement by such Board or its successor, taking into
account any transitional adjustments thereto. For purposes of this definition, the
Eurocurrency Loans shall be deemed to be “eurocurrency liabilities” as
defined in Regulation D without benefit or credit for any prorations, exemptions or
offsets under Regulation D. 




-5- 









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



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



        “Telerate
Page” means the display page designated on the Telerate Service (or such other
service as may be nominated by the British Bankers’ Association as the information
vendor for the purpose of displaying British Bankers’ Association Interest Settlement
Rates) for the applicable currency. 



        (c)       Rate
Determinations. The Administrative Agent shall determine each           interest rate
applicable to the Loans and the Reimbursement Obligations           hereunder, and its
determination thereof shall be conclusive and binding except           in the case of
manifest error. The Original Dollar Amount of each Eurocurrency           Loan
denominated in an Alternative Currency shall be determined or redetermined,           as
applicable, effective as of the first day of each Interest Period applicable           to
such Loan.  




        Section 1.4.       Minimum
Borrowing Amounts; Maximum Eurocurrency Loans. Each Borrowing of           Base Rate
Loans shall be in an amount equal to $500,000 or such greater amount           which is
an integral multiple of $100,000. Each Borrowing of Eurocurrency Loans           shall be
in an amount not less than an Original Dollar Amount of $1,000,000 or           such
greater amount in units of the relevant currency as would have the Original
          Dollar Amount most closely approximating $100,000 or an integral multiple
          thereof. Without the Administrative Agent’s consent, there shall not be
          more than ten (10) Borrowings of Eurocurrency Loans outstanding hereunder at
any           one time.  




        Section 1.5.       Manner
of Borrowing Loans and Designating Applicable Interest Rates.           (a) Notice
to the Administrative Agent. The applicable Borrower           shall give notice to
the AdministrativeAgent by no later than           10:00 a.m. (Chicago time):
(i) at least four (4) Business Days before           the date on which such Borrower
requests the Lenders to advance a Borrowing of           Eurocurrency Loans denominated
in an Alternative Currency, (ii) at least           3 Business Days before the
date on which such Borrower requests the Lenders           to advance a Borrowing of
Eurocurrency Loans denominated in U.S. Dollars and           (ii) on the date such
Borrower requests the Lenders to advance a Borrowing           of Base Rate Loans. The
Loans included in each Borrowing shall bear interest           initially at the type of
rate specified in such notice of a new Borrowing.           Thereafter, subject to the
terms and conditions hereof, the applicable Borrower           may from time to time
elect to change or continue the type of interest rate           borne by each Borrowing
or, subject to Section 1.4‘s minimum amount           requirement for each
outstanding Borrowing, a portion thereof, as follows:           (i) if such
Borrowing is of Eurocurrency Loans, on the last day of the           Interest Period
applicable thereto, the applicable Borrower may continue part or           all of such
Borrowing as Eurocurrency Loans or, if such Eurocurrency Loan is           denominated in
U.S. Dollars convert part or all of such Borrowing into Base Rate           Loans or (ii) if
such Borrowing is of Base Rate Loans, on any Business Day,           the applicable
Borrower may convert all or part of such Borrowing into           Eurocurrency Loans
denominated in U.S. Dollars for an Interest Period or           Interest Periods
specified by such Borrower. The applicable Borrower shall give           all such notices
requesting the advance, continuation or conversion of a           Borrowing to the
AdministrativeAgent by telephone or telecopy (which           notice shall be
irrevocable once given and, if by telephone, shall be promptly           confirmed in
writing), substantially in the form attached hereto as           Exhibit B (Notice
of Borrowing) or Exhibit C (Notice of           Continuation/Conversion), as
applicable, or in such other form acceptable to the           AdministrativeAgent.
Notice of the continuation of a Borrowing of           Eurocurrency Loans denominated in
U.S. Dollars for an additional Interest Period           or of the conversion of part or
all of a Borrowing of Base Rate Loans into           Eurocurrency Loans denominated in
U.S. Dollars must be given by no later than           10:00 a.m. (Chicago time) at
least 3 Business Days before the date of           the requested continuation or
conversion. Notices of the continuation of a           Borrowing of Eurocurrency Loans
denominated in an Alternative Currency must be           given no later than 12:00 noon
(Chicago time) at least four (4) Business           Days before the requested
continuation. All such notices concerning the advance,           continuation or
conversion of a Borrowing shall specify the date of the           requested advance,
continuation or conversion of a Borrowing (which shall be a           Business Day), the
amount of the requested Borrowing to be advanced, continued           or converted, the
type of Loans to comprise such new, continued or converted           Borrowing and, if
such Borrowing is to be comprised of Eurocurrency Loans, the           currency and the
Interest Period applicable thereto. The Borrowers agree that           the Administrative
Agent may rely on any such telephonic or telecopy notice           given by any person
the Administrative Agent in good faith believes is an           Authorized Representative
without the necessity of independent investigation,           and in the event any such
notice by telephone conflicts with any written           confirmation such telephonic
notice shall govern if the Administrative Agent has           acted in reliance thereon.
Notwithstanding any other term or provision of this           Agreement, at any time when
a Default or Event of Default has occurred and is           continuing, the Required
Lenders may, at their option, by notice to the Company,           declare that no
Borrowing or portion thereof may be converted into or continued           as a
Eurocurrency Loan.  




-6- 










        (b)       Notice
to the Lenders. The Administrative Agent shall give prompt           telephonic or
telecopy notice to each Lender of any notice from any Borrower           received
pursuant to Section 1.5(a) above and, if such notice requests the           Lenders
to make Eurocurrency Loans, the Administrative Agent shall give notice           to the
applicable Borrower and each Lender by like means of the interest rate
          applicable thereto promptly after the Administrative Agent has made such
          determination and, if such Borrowing is denominated in an Alternative Currency,
          shall give notice by such means to the applicable Borrower and each Lender of
          the Original Dollar Amount thereof.  




-7- 










        (c)       Borrower’s
Failure to Notify; Automatic Continuations and           Conversions. Any outstanding
Borrowing of Base Rate Loans shall           automatically be continued for an additional
Interest Period on the last day of           its then current Interest Period unless the
applicable Borrower has notified the           Administrative Agent within the period
required by Section 1.5(a) that such           Borrower intends to convert such
Borrowing, subject to Section 7.1 hereof,           into a Borrowing of Eurocurrency
Loans or such Borrowing is prepaid in           accordance with Section 1.8(a). If the
applicable Borrower fails to give notice           pursuant to Section 1.5(a) above
of the continuation or conversion of any           outstanding principal amount of a
Borrowing of Eurocurrency Loans denominated in           U.S. Dollars before the last day
of its then current Interest Period within the           period required by Section 1.5(a)
or, whether or not such notice has been           given, one or more of the conditions
set forth in Section 7.1 for the           continuation or conversion of a Borrowing of
Eurocurrency Loans would not be           satisfied, and such Borrowing is not prepaid in
accordance with           Section 1.8(a), such Borrowing shall automatically be
converted into a           Borrowing of Base Rate Loans. If the applicable Borrower fails
to give notice           pursuant to Section 1.5(a) above of the continuation of any
outstanding           principal amount of a Borrowing of Eurocurrency Loans denominated
in an           Alternative Currency before the last day of its then current Interest
Period           within the period required by Section 1.5(a) and has not notified
the           Administrative Agent within the period required by Section 1.8(a) that
it           intends to prepay such Borrowing, such Borrowing shall automatically be
          continued as a Borrowing of Eurocurrency Loans in the same Alternative Currency
          with an Interest Period of one month. In the event the applicable Borrower
fails           to give notice pursuant to Section 1.5(a) above of a Borrowing equal
to the           amount of a Reimbursement Obligation denominated in U.S. Dollars and has
not           notified the Administrative Agent by 12:00 noon (Chicago time) on the
day           such Reimbursement Obligation becomes due that it intends to repay such
          Reimbursement Obligation through funds not borrowed under this Agreement, such
          Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under
          the Revolving Credit (or, at the option of the Administrative Agent, under the
          Swing Line) on such day in the amount of the Reimbursement Obligation then due,
          which Borrowing shall be applied to pay the Reimbursement Obligation then due.  




        (d)       Disbursement
of Loans. Not later than 12:00 Noon (Chicago time) on           the date of any
requested advance of a new Borrowing, subject to Section 7           hereof, each
Lender shall make available its Loan comprising part of such           Borrowing in funds
immediately available at the principal office of the           Administrative Agent in
Chicago, Illinois, except that if such Borrowing is           denominated in an
Alternative Currency each Lender shall, subject to           Section 7 hereof, make
available its Loan comprising part of such Borrowing           at such office as the
Administrative Agent has previously specified in a notice           to each Lender, in
such funds as are then customary for the settlement of           international
transactions in such currency and no later than such local time as           is necessary
for such funds to be received and transferred to the applicable           Borrower for
same day value on the date of the Borrowing. The Administrative           Agent shall
make the proceeds of each new Borrowing denominated in U.S. Dollars           available
to the applicable Borrower at the Administrative Agent’s           principal office
in Chicago, Illinois, by depositing such proceeds to the credit           of such Borrower’s
operating account maintained with the Administrative           Agent or as such Borrower
and the Administrative Agent may otherwise agree, and           the Administrative Agent
shall make the proceeds of each new Borrowing           denominated in an Alternative
Currency available at such office as the           Administrative Agent has previously
agreed to with the applicable Borrower, in           each case in the type of funds
received by the Administrative Agent from the           Lenders.  





-8- 









        (e)       Administrative
Agent Reliance on Lender Funding. Unless the           Administrative Agent shall
have been notified by a Lender prior to (or, in the           case of a Borrowing of Base
Rate Loans, by 12:00 Noon (Chicago time) on)           the date on which such Lender
is scheduled to make payment to the Administrative           Agent of the proceeds of a
Loan (which notice shall be effective upon receipt)           that such Lender does not
intend to make such payment, the Administrative Agent           may assume that such
Lender has made such payment when due and the           Administrative Agent may in
reliance upon such assumption (but shall not be           required to) make available to
the applicable Borrower the proceeds of the Loan           to be made by such Lender and,
if any Lender has not in fact made such payment           to the Administrative Agent,
such Lender shall, on demand, pay to the           Administrative Agent the amount made
available to such Borrower attributable to           such Lender together with interest
thereon in respect of each day during the           period commencing on the date such
amount was made available to the applicable           Borrower and ending on (but
excluding) the date such Lender pays such amount to           the Administrative Agent at
a rate per annum equal to: (i) from the date           the related advance was made
by the Administrative Agent to the date 2 Business           Days after payment by such
Lender is due hereunder, at a rate per annum equal to           the Federal Funds Rate
or, in the case of a Loan denominated in an Alternative           Currency, the cost to
the Administrative Agent of funding the amount it advanced           to fund such Lender’s
Loan, as determined by the Administrative Agent and           (ii) from the date 2
Business Days after the date such payment is due from           such Lender to the date
such payment is made by such Lender, the Base Rate in           effect for each such day
or in the case of a Loan denominated in an Alternative           Currency, the rate
established by Section 1.9(c) for Eurocurrency Loans           denominated in such
currency. If such amount is not received from such Lender by           the Administrative
Agent immediately upon demand, the applicable Borrower will,           on demand, repay
to the Administrative Agent the proceeds of the Loan           attributable to such
Lender with interest thereon at a rate per annum equal to           the interest rate
applicable to the relevant Loan, but without such payment           being considered a
payment or prepayment of a Loan under Section 1.11           hereof so that the
applicable Borrower will have no liability under such Section           with respect to
such payment.  




        Section 1.6.       Interest
Periods. As provided in Section 1.5(a) and 1.14 hereof, at           the time of
each request to advance, continue or create by conversion a           Borrowing of
Eurocurrency Loans or Swing Loans, the applicable Borrower shall           select an
Interest Period applicable to such Loans from among the available           options. The
term “Interest Period” means the period commencing           on the date
a Borrowing of Loans is advanced, continued or created by conversion           and
ending: (a) in the case of Base Rate Loans, on the last day of the
          calendar quarter (i.e., the last day of March, June, September or
          December, as applicable) in which such Borrowing is advanced, continued or
          created by conversion (or on the last day of the following calendar quarter if
          such Loan is advanced, continued or created by conversion on the last day of a
          calendar quarter), (b) in the case of a Eurocurrency Loan, 1, 2, 3, 6 or,
          if available to all Lenders, 12 months thereafter, and (c) in the case of
a           Swing Loan, on the date 1 to 7 days thereafter as mutually agreed to by
the           applicable Borrower and the Administrative Agent; provided, however, that:  





-9- 









	 	        (i)                      any
Interest Period for a Borrowing of Revolving Loans or Swing Loans consisting
               of Base Rate Loans that otherwise would end after the Revolving Credit
               Termination Date shall end on the Revolving Credit Termination Date;  







	 	        (ii)                      no
Interest Period with respect to any portion of the Revolving Loans or Swing
               Loans shall extend beyond the Revolving Credit Termination Date;  







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







	 	        (iv)                      for
purposes of determining an Interest Period for a Borrowing of Eurocurrency
               Loans, a month means a period starting on one day in a calendar month and
ending                on the numerically corresponding day in the next calendar month; provided,
               however, that if there is no numerically corresponding day in the
month in                which such an Interest Period is to end or if such an Interest
Period begins on                the last Business Day of a calendar month, then such
Interest Period shall end                on the last Business Day of the calendar month
in which such Interest Period is                to end.  







        Section 1.7.       Maturity
of Loans. Each Loan, both for principal and interest not sooner           paid, shall
mature and become due and payable by the applicable Borrower on the           Revolving
Credit Termination Date.  




        Section 1.8.       Prepayments.
(a) Optional. The Borrowers may prepay in whole           or in part
(but, if in part, then: (i) if such Borrowing is of Base Rate           Loans, in an
amount not less than $100,000, (ii) if such Borrowing is of           Eurocurrency
Loans denominated in U.S. Dollars, in an amount not less than           $1,000,000, (iii) if
such Borrowing is denominated in an Alternative           Currency, an amount for which
the U.S. Dollar Equivalent is not less than           $1,000,000 and (iv) in each
case, in an amount such that the minimum amount           required for a Borrowing
pursuant to Sections 1.4 and 1.14 hereof remains           outstanding) any
Borrowing of (x) Eurocurrency Loans denominated in U.S.           Dollars at any
time upon 3 Business Days prior notice by the applicable           Borrower to the
Administrative Agent, (y) Eurocurrency Loans denominated in           an Alternative
Currency at any time upon 4 Business Days prior notice by the           applicable
Borrower to the Administrative Agent, or (z) Base Rate Loans,           notice
delivered by the applicable Borrower to the Administrative Agent no later           than
10:00 a.m. (Chicago time) on the date of prepayment (or, in any case,           such
shorter period of time then agreed to by the Administrative Agent), such
          prepayment to be made by the payment of the principal amount to be prepaid and,
          in the case of any Eurocurrency Loans or Swing Loans, accrued interest thereon
          to the date fixed for prepayment plus any amounts due the Lenders under
          Section 1.11 hereof.  




-10- 










        (b)       Mandatory.
(i) If the Company or any Subsidiary shall at any time or           from time to
time make or agree to make a Disposition or shall suffer an Event           of Loss with
respect to any Property, then the Company shall promptly notify the
          Administrative Agent of such proposed Disposition or Event of Loss (including
          the amount of the estimated Net Cash Proceeds to be received by the Company or
          such Subsidiary in respect thereof) and, promptly upon receipt by the Company
or           such Subsidiary of the Net Cash Proceeds of such Disposition or Event of
Loss,           the Company shall prepay the Obligations in an aggregate amount equal to
100% of           the amount of all such Net Cash Proceeds; provided that (x) so
long           as no Event of Default then exists, this subsection shall not require any
such           prepayment with respect to Net Cash Proceeds received on account of an
Event of           Loss so long as such Net Cash Proceeds are applied to replace or
restore the           relevant Property in accordance with the relevant Collateral
Documents,           (y) this subsection shall not require any such prepayment with
respect to           Net Cash Proceeds received on account of Dispositions during any
fiscal year of           the Company not exceeding $5,000,000 in the aggregate so long as
no Event of           Default then exists, and (z) in the case of any Disposition
not covered by           clause (y) above, so long as no Default or Event of Default
then exists, if           the Company states in its notice of such event that the Company
or the relevant           Subsidiary intends to reinvest, within 180 days of the
applicable           Disposition, the Net Cash Proceeds thereof in assets similar to the
assets which           were subject to such Disposition, then the Company shall not be
required to make           a mandatory prepayment under this subsection in respect of
such Net Cash           Proceeds to the extent such Net Cash Proceeds are actually
reinvested in such           similar assets with such 180-day period. Promptly after the
end of such 180-day           period, the Company shall notify the Administrative Agent
whether the Company or           such Subsidiary has reinvested such Net Cash Proceeds in
such similar assets,           and, to the extent such Net Cash Proceeds have not been so
reinvested, the           Company shall promptly prepay the Obligations in the amount of
such Net Cash           Proceeds not so reinvested. The amount of each such prepayment
shall be applied           first to repay the Loans and then to cash collateralize the
Letters of Credit.  




        (ii)                 If
after the Closing Date the Company or any Subsidiary shall issue new equity
          securities (whether common or preferred stock or otherwise) at any time when
any           Event of Default has occurred and is continuing, other than equity
securities           issued in connection with the exercise of employee stock options and
capital           stock issued to the seller of an Acquired Business in connection with
an           Acquisition permitted hereby, the Company shall promptly notify the
          Administrative Agent of the estimated Net Cash Proceeds of such issuance to be
          received by or for the account of the Company or such Subsidiary in respect
          thereof. Promptly upon receipt by the Company or such Subsidiary of Net Cash
          Proceeds of such issuance, the Company shall prepay the Obligations in an
          aggregate amount equal to 50% of the amount of such Net Cash Proceeds. The
          amount of each such prepayment shall be applied first to repay the Loans and
          then to cash collateralize the Letters of Credit. The Company acknowledges that
          its performance hereunder shall not limit the rights and remedies of the
Lenders           for any breach of Section 8.11 (Maintenance of Subsidiaries) or
          Section 9.1(i) (Change of Control) hereof or any other terms of the Loan
          Documents.  




        (iii)                 If
after the Closing Date the Company or any Subsidiary shall issue any
          Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money
          permitted by Section 8.7(a)-(f) hereof, at any time when any Event of
          Default has occurred and is continuing, the Company shall promptly notify the
          Administrative Agent of the estimated Net Cash Proceeds of such issuance to be
          received by or for the account of the Company or such Subsidiary in respect
          thereof. Promptly upon receipt by the Company or such Subsidiary of Net Cash
          Proceeds of such issuance, the Company shall prepay the Obligations in an
          aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The
          amount of each such prepayment shall be applied first to repay the Loans and
          then to cash collateralize the Letters of Credit. The Company acknowledges that
          its performance hereunder shall not limit the rights and remedies of the
Lenders           for any breach of Section 8.7 hereof or any other terms of the
Loan           Documents.  




-11- 










        (iv)                 The
Company shall, on each date the Revolving Credit Commitments are reduced
          pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing Loans,
          and, if necessary, prefund the L/C Obligations by the amount, if any, necessary
          to reduce the sum of the aggregate principal amount of Revolving Loans, Swing
          Loans, and L/C Obligations then outstanding to the amount to which the
Revolving           Credit Commitments have been so reduced.  




        (v)                 Unless
the Company otherwise directs, prepayments made under this           Section 1.8(b)
in U.S. Dollars shall be applied first to Borrowings of Base           Rate Loans until
payment in full thereof with any balance applied to Borrowings           of Eurocurrency
Loans denominated in U.S. Dollars in the order in which their           Interest Periods
expire and prepayments made in Alternative Currencies under           this Section 1.8(b)
shall be applied to Borrowings in such Alternative           Currency in the order in
which their Interest Periods expire. Each prepayment of           Loans under this
Section  1.8(b) shall be made by the payment of the           principal amount to be
prepaid and, in the case of any Eurocurrency Loans or           Swing Loans, accrued
interest thereon to the date of prepayment together with           any amounts due the
Lenders under Section 1.11 hereof. Each prefunding of           L/C Obligations
shall be made in accordance with Section 9.4 hereof.  




        (c)                 Any
amount of Revolving Loans and Swing Loanspaid or prepaid before the
          Revolving Credit Termination Date may, subject to the terms and conditions of
          this Agreement, be borrowed, repaid and borrowed again.  




        Section 1.9.       Default
Rate. Notwithstanding anything to the contrary contained herein,           while any
Event of Default exists or after acceleration, the Borrowers shall pay           interest
(after as well as before entry of judgment thereon to the extent           permitted by
law) on the principal amount of all Loans and Reimbursement           Obligations, and
letter of credit fees at a rate per annum equal to:  




	 	        (a)                      for
any Base Rate Loan or any Swing Loan bearing interest based on the Base
               Rate, the sum of 2.0% plus the Applicable Margin plus the Base Rate from
time to                time in effect;  







	 	        (b)                      for
any Eurocurrency Loan denominated in U.S. Dollars, the sum of 2.0% plus the rate
of interest in effect thereon at the time of such default                until the end of
the Interest Period applicable thereto and, thereafter, at a                rate per
annum equal to the sum of 2.0% plus the Applicable Margin for                Base
Rate Loans plus the Base Rate from time to time in effect;  







	 	        (c)                      for
any Eurocurrency Loan denominated in an Alternative Currency, the sum of
               2.0% plus  the rate of interest in effect thereon at the time of
such                default until the end of the Interest Period applicable thereto and,
thereafter,                at a rate per annum equal to the sum of (i) the
Applicable Margin for                Eurocurrency Loans plus (ii) two percent
(2%) plus               (iii) the rate of interest per annum as determined in
good faith by the                Administrative Agent (rounded upwards, if necessary, to
the next higher                1/100,000 of 1%) at which overnight or weekend deposits
(or, if such amount due                remains unpaid more than three Business Days, then
for such other period of time                not longer than one month as the
Administrative Agent may elect in good faith)                of the relevant Alternative
Currency for delivery in immediately available and                freely transferable
funds would be offered by the Administrative Agent to major                banks in the
interbank market upon request of such major banks for the                applicable
period as determined above and in an amount comparable to the unpaid
               principal amount of any such Eurocurrency Loan (or, if the Administrative
Agent                is not placing deposits in such currency in the interbank market,
then the                Administrative Agent’s cost of funds in such currency for
such period); and  








-12- 









	 	        (d)                      for
any Reimbursement Obligation, the sum of 2.0% plus the amounts due
               under Section 1.2 with respect to such Reimbursement Obligation; and  







	 	        (e)                      for
any Letter of Credit, the sum of 2.0% plus the letter of credit fee
               due under Section  2.1 with respect to such Letter of Credit;  







provided, however, that in the
absence of acceleration, any adjustments pursuant to this Section shall be made at the
election of the Administrative Agent, acting at the request or with the consent of the
Required Lenders, with written notice to the Company. While any Event of Default exists or
after acceleration, interest shall be paid on demand of the Administrative Agent at the
request or with the consent of the Required Lenders. 



        Section 1.10.       Evidence
of Indebtedness. (a) Each Lender shall maintain in           accordance with its
usual practice an account or accounts evidencing the           indebtedness of the
Borrowers to such Lender resulting from each Loan made by           such Lender from time
to time, including the amounts of principal and interest           payable and paid to
such Lender from time to time hereunder.  




        (b)                 The
Administrative Agent shall also maintain accounts in which it will record           (i) the
amount of each Loan made hereunder, the type thereof and the           Interest Period
with respect thereto, (ii) the amount of any principal or           interest due and
payable or to become due and payable from the Borrowers to each           Lender
hereunder and (iii) the amount of any sum received by the           Administrative
Agent hereunder from the Borrowers and each Lender’s share           thereof.  




        (c)                 The
entries maintained in the accounts maintained pursuant to           paragraphs (a)
and (b) above shall be prima facie evidence of the           existence and amounts
of the Obligations therein recorded; provided, however, that the failure of the
Administrative Agent or any Lender to maintain such           accounts or any error
therein shall not in any manner affect the obligation of           the Borrowers to repay
the Obligations in accordance with their terms.  




        (d)                 Any
Lender may request that its Loans be evidenced by a promissory note or notes           in
the forms of Exhibit D-1 (in the case of its Revolving Loans and referred to
          herein as a “Revolving Note”), orD-2 (in the case of
          its Swing Loans and referred to herein as a “Swing Note”), as
          applicable (the Revolving Notes and Swing Note being hereinafter referred to
          collectively as the “Notes” and individually as a “Note”).
In such event, each Borrower shall prepare, execute           and deliver to such Lender
a Note payable to the order of such Lender in the           amount of such Lender’s
Revolving Credit Commitment and, in the case of the           Swing Line Lender, the
Swing Line Sublimit. Thereafter, the Loans evidenced by           such Note or Notes and
interest thereon shall at all times (including after any           assignment pursuant to
Section 13.12) be represented by one or more Notes           payable to the order of
the payee named therein or any assignee pursuant to           Section 13.12, except
to the extent that any such Lender or assignee           subsequently returns any such
Note for cancellation and requests that such Loans           once again be evidenced as
described in subsections (a) and (b) above.  





-13- 









        Section 1.11.       Funding
Indemnity. If any Lender shall incur any loss, cost or expense           (including,
without limitation, any loss of profit, and any loss, cost or           expense incurred
by reason of the liquidation or re-employment of deposits or           other funds
acquired by such Lender to fund or maintain any Eurocurrency Loan or           Swing Loan
or the relending or reinvesting of such deposits or amounts paid or           prepaid to
such Lender) as a result of:  




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







	 	        (b)                      any
failure (because of a failure to meet the conditions of Section 7 or
               otherwise) by a Borrower to borrow or continue a Eurocurrency Loan or
Swing                Loan, or to convert a Base Rate Loan into a Eurocurrency Loan or
Swing Loan on                the date specified in a notice given pursuant to Section 1.5(a)
or 1.14                hereof,  







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







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







then, upon the demand of such Lender,
the applicable Borrower shall pay to such Lender such amount as will reimburse such Lender
for such loss, cost or expense. If any Lender makes such a claim for compensation, it
shall provide to the Company, with a copy to the Administrative Agent, a certificate
setting forth the amount of such loss, cost or expense in reasonable detail (including an
explanation of the basis for and the computation of such loss, cost or expense) and the
amounts shown on such certificate shall be conclusive if reasonably determined. 



        Section 1.12.       Commitment
Terminations. The Company shall have the right at any time and           from time to
time, upon 5 Business Days prior written notice to the           Administrative
Agent (or such shorter period of time agreed to by the           Administrative Agent),
to terminate the Revolving Credit Commitments without           premium or penalty and in
whole or in part, any partial termination to be           (i) in an amount not less
than $10,000,000 and in integral multiples of           $1,000,000 and (ii) allocated
ratably among the Lenders in proportion to           their respective Revolver
Percentages, provided that the Revolving Credit           Commitments may not be reduced
to an amount less than the sum of the Original           Dollar Amount of Revolving Loans
and Swing Loans, and the U.S. Dollar Equivalent           of all L/C Obligations
then outstanding. Any termination of the Revolving           Credit Commitments below the
L/C Sublimit or Swing Line Sublimit then in           effect shall reduce the L/C Sublimit
and Swing Line Sublimit, as           applicable, to an amount equal to the reduced
aggregate amount of the Revolving           Credit Commitments. The Administrative Agent
shall give prompt notice to each           Lender of any such termination of the
Revolving Credit Commitments.  




-14- 










        (b)                 Any
termination of the Commitments pursuant to this Section 1.12 may not be
          reinstated.  




        Section 1.13.       Substitution
of Lenders. In the event (a) any Borrower receives a           claim from any
Lender for compensation under Section 10.3 or 13.1 hereof,           (b) any
Borrower receives notice from any Lender of any illegality pursuant           to Section 10.1
hereof, (c) any Lender is in default in any material           respect with respect
to its obligations under the Loan Documents, or (d) a           Lender fails to
consent to an amendment or waiver requested under           Section 13.13 hereof at
a time when the Required Lenders have approved such           amendment or waiver (any
such Lender referred to in clause (a), (b), (c),           or (d) above being
hereinafter referred to as an “Affected           Lender”), the Company
may, in addition to any other rights the Company           may have hereunder or under
applicable law, require, at its expense, any such           Affected Lender to assign, at
par plus accrued interest and fees, without           recourse, all of its interest,
rights, and obligations hereunder (including all           of its Commitments and the
Loans and participation interests in Letters of           Credit and other amounts at any
time owing to it hereunder and the other Loan           Documents) to a commercial bank
or other financial institution specified by the           Company, provided that
(i) such assignment shall not conflict with           or violate any law, rule or
regulation or order of any court or other           governmental authority, (ii) the
Company shall have received the written           consent of the Administrative Agent,
which consent shall not be unreasonably           withheld, to such assignment, (iii) the
Borrowers shall have paid to the           Affected Lender all monies (together with
amounts due such Affected Lender under           Section 1.11 hereof as if the Loans
owing to it were prepaid rather than           assigned) other than such principal owing
to it hereunder, and (iv) the           assignment is entered into in accordance
with the other requirements of           Section 13.12 hereof (provided any
assignment fees and reimbursable           expenses due thereunder shall be paid to the
Administrative Agent or Lender, as           the case may be, by the Company unless
otherwise agreed among the parties).  




        Section 1.14.       Swing
Loans. (a)  Generally. Subject to the terms and           conditions
hereof, as part of the Revolving Credit, the Swing Line Lender agrees           to make
loans in U.S. Dollars to the Borrowers under the Swing Line           (individually
a “Swing Loan” and collectively the “Swing Loans”)
which shall not in the aggregate at any time           outstanding exceed the Swing Line
Sublimit. The Swing Loans may be availed of           the Borrowers from time to time and
borrowings thereunder may be repaid and used           again during the period ending on
the Revolving Credit Termination Date; provided that each Swing Loan must be
repaid on the last day of the           Interest Period applicable thereto. Each Swing
Loan shall be in a minimum amount           of $250,000 or such greater amount which is
an integral multiple of $100,000.  




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




-15- 










        (c)       Requests
for Swing Loans. The applicable Borrower shall give the           Administrative
Agent prior notice (which may be written or oral) no later than           12:00 Noon
(Chicago time) on the date upon which such Borrower requests           that any Swing
Loan be made, of the amount and date of such Swing Loan, and the           Interest
Period requested therefor. Within 30 minutes after receiving such           notice,
the Administrative Agent shall in its discretion quote an interest rate           to such
Borrower at which the Swing Line Lender would be willing to make such           Swing
Loan available to such Borrower for the Interest Period so requested (the           rate
so quoted for a given Interest Period being herein referred to as “Administrative
Agent’s Quoted Rate”). Each such Borrower           acknowledges and agrees
that the interest rate quote is given for immediate and           irrevocable acceptance.
If the applicable Borrower does not so immediately           accept the Administrative
Agent’s Quoted Rate for the full amount requested           by such Borrower for
such Swing Loan, the Administrative Agent’s Quoted           Rate shall be deemed
immediately withdrawn and such Swing Loan shall bear           interest at the rate per
annum determined by adding the Applicable Margin for           Base Rate Loans under the
Revolving Credit to the Base Rate as from time to time           in effect. Subject to
the terms and conditions hereof, the proceeds of such           Swing Loan shall be made
available by the Swing Line Lender to the applicable           Borrower on the date so
requested at the offices of the Administrative Agent in           Chicago, Illinois, by
depositing such proceeds to the credit of such           Borrower’s operating
account maintained with the Administrative Agent or as           such Borrower and the
Administrative Agent may otherwise agree. Anything           contained in the foregoing
to the contrary notwithstanding, (i) the           obligation of the Swing Line
Lender to make Swing Loans shall be subject to all           of the terms and conditions
of this Agreement and (ii) the Swing Line           Lender shall not be obligated to
make more than one Swing Loan during any one           day.  




        (d)       Refunding
Loans. In its sole and absolute discretion, the Swing Line           Lender may at
any time, on behalf of the Borrowers (each of which hereby           irrevocably
authorizes the Administrative Agent to act on its behalf for such           purpose) and
with notice to the applicable Borrower, request each Lender to make           a Revolving
Loan in the form of a Base Rate Loan in an amount equal to such           Lender’s
Revolver Percentage of the amount of the Swing Loans outstanding           on the date
such notice is given. Unless an Event of Default described in           Section 9.1(j)
or 9.1(k) exists with respect to the applicable Borrower,           regardless of the
existence of any other Event of Default, each Lender shall           make the proceeds of
its requested Revolving Loan available to the Swing Line           Lender, in immediately
available funds, at the Administrative Agent’s           principal office in
Chicago, Illinois, before 12:00 Noon (Chicago time) on           the Business Day
following the day such notice is given. The proceeds of such           Borrowing of
Revolving Loans shall be immediately applied to repay the           outstanding Swing
Loans.  




        (e)       Participations.
If any Lender refuses or otherwise fails to make a           Revolving Loan when
requested by the Administrative Agent at the direction of           the Swing Line Lender
pursuant to Section 1.14(d) above (because an Event           of Default described
in Section 9.1(j) or 9.1(k) exists with respect to the           applicable Borrower
or otherwise), such Lender will, by the time and in the           manner such Revolving
Loan was to have been funded to the Administrative Agent,           purchase from the
Swing Line Lender an undivided participating interest in the           outstanding Swing
Loans in an amount equal to its Revolver Percentage of the           aggregate principal
amount of Swing Loans that were to have been repaid with           such Revolving Loans.
Each Lender that so purchases a participation in a Swing           Loan shall thereafter
be entitled to receive its Revolver Percentage of each           payment of principal
received on the Swing Loan and of interest received thereon           accruing from the
date such Lender funded to the Swing Line Lender its           participation in such
Loan. The several obligations of the Lenders under this           Section shall be
absolute, irrevocable and unconditional under any and all           circumstances
whatsoever and shall not be subject to any set-off, counterclaim           or defense to
payment which any Lender may have or have had against the           applicable Borrower,
any other Lender or any other Person whatsoever. Without           limiting the
generality of the foregoing, such obligations shall not be affected           by any
Default or Event of Default or by any reduction or termination of the
          Commitments of any Lender, and each payment made by a Lender under this Section
          shall be made without any offset, abatement, withholding or reduction
          whatsoever.  




-16- 










        Section 1.15.       Increase
in Revolving Credit Commitments. (a) The Company may, upon           at least 10
Business Days’ notice to the Administrative Agent (of which           notice the
Administrative Agent shall promptly provide a copy to the Lenders),           and provided
that the Company has not previously terminated all or any           portion of the
Revolving Credit Commitments pursuant to Section 1.12           hereof, propose to
increase the aggregate amount of the Revolving Credit           Commitments by not less
than $10,000,000 and to an amount not to exceed           $175,000,000 (the amount of any
such increase, the “Commitment           Increase”). The Company may not
make more than three requests for           Commitment Increases during the term of this
Agreement, and no such request may           be made less than six months after another
request.  




        (b)                 The
Company, with the consent of the Administrative Agent (which shall not be
          unreasonably withheld or delayed), but without the consent of any other
Lenders,           may designate one or more other banks or other financial institutions
(which may           be, but need not be, one or more of the existing Lenders; for
greater certainty,           no existing Lender shall have any obligation to increase its
applicable           Revolving Credit Commitment) which at the time agree in the case of
any such           bank or other financial institution that is an existing Lender to
increase its           applicable Revolving Credit Commitment and, in the case of any
other such bank           or financial institution (an “Additional Lender”),
to become a           party to this Agreement. The sum of the increases in the Revolving
Credit           Commitments of the existing Lenders pursuant to this subsection
          (b) plus the Revolving Credit Commitments of the Additional Lenders
          shall not in the aggregate exceed the amount of the Commitment Increase.  




        (c)                 An
increase in the aggregate amount of the Revolving Credit Commitments pursuant
          to this Section 1.15 shall become effective upon the receipt by the
          Administrative Agent of an agreement in form and substance satisfactory to the
          Administrative Agent signed by all of the Borrowers, by each Additional Lender
          and by each other Lender whose Revolving Credit Commitment is to be increased,
          setting forth the new Revolving Credit Commitments of such Lenders and setting
          forth the agreement of each Additional Lender to become a party to this
          Agreement and to be bound by all the terms and provisions hereof, together with
          such evidence of appropriate corporate authorization on the part of each
          Borrower with respect to the Commitment Increase as the Administrative Agent
may           reasonably request, if any.  




-17- 










        (d)                 Upon
the effectiveness of any increase in the aggregate amount of the Revolving
          Credit Commitments pursuant to this Section 1.15, the Revolving Credit
          Commitment amounts set forth on Schedule 1 shall be deemed amended
          reflecting the increases of the Revolving Credit Commitments of existing
Lenders           and the addition of the new Revolving Credit Commitments of the
Additional           Lenders (if any). Concurrently with the effectiveness of such
increase and any           additional extension of credit in connection therewith, each
Lender shall fund           its Revolver Percentage of the outstanding Revolving Loans
and overdue           Reimbursement Obligations, if any, to the Administrative Agent so
that after           giving effect thereto each Lender, including the Additional Lenders
(if any),           holds its Revolver Percentage of the outstanding Revolving Loans and
          Reimbursement Obligations, and the Company shall pay to each Lender all amounts
          due under Section 1.12 hereof as a result of any prepayment of any
          outstanding Eurocurrency Loans resulting from any Lender’s funding of
          Revolving Loans previously funded by other Lenders.  




        Section 1.16.       Appointment
of Company as Agent for Subsidiary Borrowers. Each Subsidiary           Borrower
hereby irrevocably appoints the Company as its agent hereunder to make           requests
on such Subsidiary Borrower’s behalf under Section 1 hereof           for
Borrowings, to request on such Subsidiary Borrower’s behalf Letters of
          Credit and to execute all Applications therefor, and to take any other action
          contemplated by the Loan Documents with respect to the credit extended
hereunder           to such Subsidiary Borrower.  




SECTION 2.              FEES.  



        Section 2.1.       Fees.
(a) Revolving Credit Commitment Fee. The Company shall           pay to the
Administrative Agent for the ratable account of the Lenders in           accordance with
their Revolver Percentages a commitment fee at the rate per           annum equal to the
Applicable Margin (computed on the basis of a year of           360 days and the
actual number of days elapsed) on the average daily Unused           Revolving Credit
Commitments. Such commitment fee shall be payable quarterly in           arrears on the
last day of each March, June, September, and December in each           year (commencing
on the first such date occurring after the date hereof) and on           the Revolving
Credit Termination Date, unless the Revolving Credit Commitments           are terminated
in whole on an earlier date, in which event the commitment fee           for the period
to the date of such termination in whole shall be paid on the           date of such
termination.  




        (b)       Letter
of Credit Fees. On the date of issuance or extension (including,           without
limitation, any automatic extension pursuant to an evergreen provision),           or
increase in the amount, of any Letter of Credit pursuant to Section 1.2
          hereof, the Applicant Borrower shall pay to the L/C Issuer for its own account
a           fronting fee equal to 0.125% of the face amount of (or of the increase in the
          face amount of) such Letter of Credit. Quarterly in arrears, on the last day of
          each March, June, September, and December, commencing on the first such date
          occurring after the date hereof, the Company shall pay or cause the Applicant
          Borrowers to pay to the Administrative Agent, for the ratable benefit of the
          Lenders in accordance with their Revolver Percentages, a letter of credit fee
at           a rate per annum equal to the Applicable Margin (computed on the basis of a
year           of 360 days and the actual number of days elapsed) in effect during
each           day of such quarter applied to the daily average face amount of Letters of
          Credit outstanding during such quarter. In addition, the Applicant Borrowers
          shall pay to the L/C Issuer for its own account the L/C Issuer’s standard
          issuance, drawing, negotiation, amendment, assignment, and other administrative
          fees for each Letter of Credit as established by the L/C Issuer from time to
          time.  



-18- 











        (c)       Administrative
Agent Fees. The Company shall pay to the Administrative           Agent, for its own
use and benefit, the fees agreed to between the           Administrative Agent and the
Company in a letter dated September 12, 2006,           or as otherwise agreed to in
writing between them.  




SECTION 3.              PLACE
AND APPLICATION OF PAYMENTS.  



        Section 3.1.       Place
and Application of Payments. All payments of principal of and           interest on
the Loans and the Reimbursement Obligations, and of all other           Obligations
payable by the Borrowers under this Agreement and the other Loan           Documents,
shall be made by the applicable Borrower to the Administrative Agent           by no
later than 12:00 Noon (Chicago time) on the due date thereof at the           office
of the Administrative Agent in Chicago, Illinois (or such other location           as the
Administrative Agent may designate to such Borrower) or, if such payment           is to
be made in an Alternative Currency, no later than 12:00 noon local time at           the
place of payment to such office as the Administrative Agent has previously
          specified in a notice to the applicable Borrower for the benefit of the Lender
          or Lenders entitled thereto. Any payments received after such time shall be
          deemed to have been received by the Administrative Agent on the next Business
          Day. All such payments shall be made (i) in U.S. Dollars, in immediately
          available funds at the place of payment, or (ii) in the case of amounts
          payable hereunder in an Alternative Currency, in such Alternative Currency in
          such funds then customary for the settlement of international transactions in
          such currency, in each case without set-off or counterclaim. The Administrative
          Agent will promptly thereafter cause to be distributed like funds relating to
          the payment of principal or interest on Loans and on Reimbursement Obligations
          in which the Lenders have purchased Participating Interests ratably to the
          Lenders and like funds relating to the payment of any other amount payable to
          any Lender to such Lender, in each case to be applied in accordance with the
          terms of this Agreement. If the Administrative Agent causes amounts to be
          distributed to the Lenders in reliance upon the assumption that a Borrower will
          make a scheduled payment and such scheduled payment is not so made, each Lender
          shall, on demand, repay to the Administrative Agent the amount distributed to
          such Lender together with interest thereon in respect of each day during the
          period commencing on the date such amount was distributed to such Lender and
          ending on (but excluding) the date such Lender repays such amount to the
          Administrative Agent, at a rate per annum equal to: (i) from the date the
          distribution was made to the date 2 Business Days after payment by such Lender
          is due hereunder, (x) if such scheduled payment was to be made in U.S.
          Dollars, the Federal Funds Rate for each such day and (y) if such
scheduled           payment was to be made in an Alternative Currency, the rate
established by           Section 1.9(c)(iii) hereof for Eurocurrency Loans
denominated in such           currency and (ii) from the date 2 Business Days after
the date such payment           is due from such Lender to the date such payment is made
by such Lender,           (x) if such scheduled payment was to be made in U.S.
Dollars, the Base Rate           in effect for each such day and (y) if such
scheduled payment was to be           made in an Alternative Currency, the rate per annum
established by           Section 1.9(c) hereof for Eurocurrency Loans denominated in
such currency.  





-19- 










        Anything
contained herein to the contrary notwithstanding (including, without limitation,
Section 1.8(b) hereof), all payments and collections received in respect of the
Obligations and all proceeds of the Collateral received, in each instance, by the
Administrative Agent or any of the Lenders after acceleration or the final maturity of the
Obligations or termination of the Commitments as a result of an Event of Default shall be
remitted to the Administrative Agent and distributed as follows: 



	 	        (a)                      first,
to the payment of any outstanding costs and expenses incurred by the
               Administrative Agent, and any security trustee therefor, in monitoring,
               verifying, protecting, preserving or enforcing the Liens on the
Collateral, in                protecting, preserving or enforcing rights under the Loan
Documents, and in any                event including all costs and expenses of a
character which the Borrowers or any                of them have agreed to pay the
Administrative Agent under Section 13.15                hereof (such funds to be
retained by the Administrative Agent for its own                account unless it has
previously been reimbursed for such costs and expenses by                the Lenders, in
which event such amounts shall be remitted to the Lenders to                reimburse
them for payments theretofore made to the Administrative Agent);  







	 	        (b)                      second,
to the payment of any outstanding interest and fees due under the Loan
               Documents to be allocated pro rata in accordance with the aggregate unpaid
               amounts owing to each holder thereof;  







	 	        (c)                      third,
to the payment of principal on the Notes, unpaid Reimbursement
               Obligations, together with amounts to be held by the Administrative Agent
as                collateral security for any outstanding L/C Obligations pursuant
to                Section 9.4 hereof (until the Administrative Agent is holding an
amount of                cash equal to the then outstanding amount of all such L/C Obligations),
and                Hedging Liability, the aggregate amount paid to, or held as collateral
security                for, the Lenders and, in the case of Hedging Liability, their
Affiliates to be                allocated pro rata in accordance with the aggregate
unpaid amounts owing to each                holder thereof;  







	 	        (d)                      fourth,
to the payment of all other unpaid Obligations and all other                indebtedness,
obligations, and liabilities of the Borrowers and their                Subsidiaries
secured by the Loan Documents (including, without limitation, Funds
               Transfer and Deposit Account Liability) to be allocated pro rata in
accordance                with the aggregate unpaid amounts owing to each holder thereof;
and  







	 	        (e)                      finally,
to the Borrowers or whoever else may be lawfully entitled thereto.  







        Section 3.2.       Account
Debit. Each Borrower hereby irrevocably authorizes the           Administrative Agent
to charge any of such Borrower’s deposit accounts           maintained with the
Administrative Agent for the amounts from time to time           necessary to pay any
then due Obligations; provided thateach           Borrower acknowledges and
agrees that the Administrative Agent shall not be           under an obligation to do so
and the Administrative Agent shall not incur any           liability to any Borrower or
any other Person for the Administrative           Agent’s failure to do so.  




-20- 










SECTION 4.              GUARANTIES
AND COLLATERAL.  



        Section 4.1.       Guaranties.
The payment and performance of the Obligations, Hedging           Liability, and Funds
Transfer and Deposit Account Liability shall at all times           be guaranteed by the
Company (with respect to such Obligations, Hedging           Liability and Funds Transfer
and Deposit Account Liability with respect to which           it is not the principal
obligor), and by each direct and indirect Subsidiary of           the Company and of each
other Borrower other than any SPE (each of such Persons           individually a “Guarantor”and
collectively the “Guarantors”) pursuant to Section 12 hereof or
pursuant to           one or more guaranty agreements in form and substance acceptable to
the           Administrative Agent, as the same may be amended, modified or supplemented
from           time to time (individually a “Guaranty” and collectively
the “Guaranties”); provided, however, that neither a Foreign
          Subsidiary nor a Dormant Subsidiary (as defined in the Security Agreement)
shall           be required to be a Guarantor hereunder.  




        Section 4.2.       Collateral.
The Obligations, Hedging Liability, and Funds Transfer and           Deposit Account
Liability shall be secured by valid, perfected, and enforceable           Liens on all
right, title, and interest of the Company in and to all the issued           and
outstanding equity interests of the Subsidiary Borrowers owned by the           Company
pursuant to one or more Pledge Agreements. The Company acknowledges and           agrees
that the Liens on the Collateral shall be granted to the Administrative           Agent
for the benefit of the holders of the Obligations, the Hedging Liability,           and
the Funds Transfer and Deposit Account Liability and shall be valid and
          perfected first priority Liens subject, however, to Liens permitted by
          Section 8.8 hereof, in each case pursuant to one or more Pledge Agreements
          from the Company, each in form and substance satisfactory to the Administrative
          Agent.  




        Section 4.3.       Further
Assurances. The Company agrees that it shall, from time to time           at the
request of the Administrative Agent or the Required Lenders, execute and
          deliver such documents and do such acts and things as the Administrative Agent
          or the Required Lenders may reasonably request in order to provide for or
          perfect or protect such Liens on the Collateral. In the event the Company forms
          or acquires any other Subsidiary after the date hereof, except as otherwise
          provided in Sections 4.1 above, the Company shall promptly upon such
          formation or acquisition cause such newly formed or acquired Subsidiary to
          execute a Guaranty, and the Company shall also deliver to the Administrative
          Agent at the Company’s cost and expense, such other instruments,
documents,           certificates, and opinions reasonably required by the Administrative
Agent in           connection therewith.  




SECTION 5.              DEFINITIONS;
INTERPRETATION.  



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




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



        “Acquisition”
means any transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all of the
assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of 50% of the capital stock, partnership interests, membership interests or
equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any
Person to become a Subsidiary, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary) provided that
the Company or the Subsidiary is the surviving entity. 




-21- 









        “Adjusted
LIBOR” is defined in Section 1.3(b) hereof. 



        “Administrative
Agent” means Bank of Montreal and any successor pursuant to Section 11.7
hereof. 



        “Administrative
Agent’s Quoted Rate” is defined in Section 1.14(c) hereof. 



        “Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent. 



        “Affiliate”
means any Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, another Person. A Person shall be deemed to control another
Person for purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors, trustees or
officers, by contract or otherwise; provided that, in any event for purposes of
this definition, any Person that owns, directly or indirectly, 10% or more of the
securities having the ordinary voting power for the election of directors or governing
body of a corporation or 10% or more of the partnership or other ownership interest of any
other Person (other than as a limited partner of such other Person) will be deemed to
control such corporation or other Person. 



        “Agreement”
means this Credit Agreement, as the same may be amended, modified, restated or
supplemented from time to time pursuant to the terms hereof. 



        “Alternative
Currency” means either euros or Canadian dollars, in each case for so long as
such currency is readily available to all the Lenders and is freely transferable and
freely convertible to U.S. Dollars and the Dow Jones Telerate Service or Reuters Monitor
Money Rates Service (or any successor to either) reports a LIBOR for such currency for
interest periods of one, two, three and six calendar months; provided that if any
Lender provides written notice to the Company (with a copy to the Administrative Agent)
that any currency control or other exchange regulations are imposed in the country in
which any such Alternative Currency is issued and that in the reasonable opinion of such
Lender funding a Loan in such currency is impractical, then such currency shall cease to
be an Alternative Currency hereunder until such time as all the Lenders reinstate such
country’s currency as an Alternative Currency. 



        “Applicable
Margin” means, with respect to Loans, Reimbursement Obligations, and the
commitment fees and letter of credit fees payable under Section 2.1 hereof, until the
first Pricing Date, the rates per annum shown opposite Level I below, and thereafter
from one Pricing Date to the next the Applicable Margin means the rates per annum
determined in accordance with the following schedule: 




-22- 














	LEVEL	TOTAL CAPITALIZATION
RATIO FOR SUCH
PRICING DATE	APPLICABLE MARGIN FOR BASE

RATE LOANS AND 
REIMBURSEMENT
OBLIGATIONS 
SHALL BE:	APPLICABLE MARGIN FOR

EUROCURRENCY LOANS AND

LETTER OF CREDIT FEE SHALL

BE:	APPLICABLE MARGIN

FOR COMMITMENT FEE

SHALL BE:
	
IV	Greater than 0.40 to	-0.125%	1.375	0.25
		1.0	 	 	
	
III	Less than or equal to	-0.625%	1.125	0.20
		0.40 to 1.0, but
		greater than 0.30 to
		1.0	 	 	
	
II	Less than or equal to	-0.875%	0.875	0.15
		0.30 to 1.0, but
		greater than 0.20 to
	 	1.0	 	 	
	
I	Less than or equal to	-1.125%	0.625	0.125
		0.20 to 1.0






For purposes hereof, the term
“Pricing Date” means, for any fiscal quarter of the Company ending on or
after September 30, 2006, the date on which the Administrative Agent is in receipt of
the Company’s most recent financial statements (and, in the case of the year-end
financial statements, audit report) for the fiscal quarter then ended, pursuant to
Section 8.5 hereof, it being understood that the first Pricing Date shall be the
date on which the Administrative Agent is in receipt of the Company’s financial
statements for the fiscal quarter ended September 30, 2006. The Applicable Margin
shall be established based on the Total Capitalization Ratio for the most recently
completed fiscal quarter and the Applicable Margin established on a Pricing Date shall
remain in effect until the next Pricing Date. If the Company has not delivered its
financial statements by the date such financial statements (and, in the case of the
year-end financial statements, audit report) are required to be delivered under
Section 8.5 hereof, until such financial statements and audit report are delivered,
the Applicable Margin shall be the highest Applicable Margin (i.e., Level IV
shall apply). If the Company subsequently delivers such financial statements before the
next Pricing Date, the Applicable Margin established by such late delivered financial
statements shall take effect from the date of delivery until the next Pricing Date. In all
other circumstances, the Applicable Margin established by such financial statements shall
be in effect from the Pricing Date that occurs immediately after the end of the fiscal
quarter covered by such financial statements until the next Pricing Date. Each
determination of the Applicable Margin made by the Administrative Agent in accordance with
the foregoing shall be conclusive and binding on the Borrowers and the Lenders if
reasonably determined. 



        “Applicant
Borrower” is defined in Section 1.2(b) hereof. 



        “Application”
is defined in Section 1.2(b) hereof. 



        “Approved
Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender. 




-23- 









        “Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required by
Section 13.12 hereof), and accepted by the Administrative Agent, in substantially the
form of Exhibit H or any other form approved by the Administrative Agent. 



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



        “Base
Rate” is defined in Section 1.3(a) hereof. 



        “Base Rate
Loan” means a Loan bearing interest at a rate specified in Section 1.3(a)
hereof. 



        “Borrowers”
is defined in the introductory paragraph of this Agreement, any one of the Borrowers is
sometimes herein referred to individually as a “Borrower”. 



        “Borrowing”
means the total of Loans of a single type advanced, continued for an additional Interest
Period, or converted from a different type into such type by the Lenders on a single date
and, in the case of Eurocurrency Loans, for a single Interest Period. Borrowings of Loans
(other than Swing Loans) are made and maintained ratably from each of the Lenders
according to their Percentages. A Borrowing is “advanced” on the day
Lenders advance funds comprising such Borrowing to the applicable Borrower, is
“continued” on the date a new Interest Period for the same type of Loans
commences for such Borrowing, and is “converted” when such Borrowing is
changed from one type of Loans to the other, all as determined pursuant to
Section 1.5 hereof. Borrowings of Swing Loans are advanced by the Administrative
Agent in accordance with the procedures set forth in Section 1.14 hereof. 



        “Business
Day” means any day (other than a Saturday or Sunday) on which banks are not
authorized or required to close in Chicago, Illinois and, if the applicable Business Day
relates to the advance or continuation of, or conversion into, or payment of a
Eurocurrency Loan, on which banks are dealing in U.S. Dollar deposits in the interbank
Eurocurrency market in London, England and Nassau, Bahamas and, if the applicable Business
Day relates to the borrowing or payment of a Eurocurrency Loan denominated in an
Alternative Currency, on which banks and foreign exchange markets are open for business in
the city where disbursements of or payments on such Loan are to be made and, if such
Alternative Currency is the euro, which is a TARGET Settlement Day. 



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



-24- 










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



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



        “CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
§§9601 et seq., and any future amendments. 



        “Change
of Control” means any of (a) the acquisition by any
“person” or “group” (as such terms are used in
sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any
time of beneficial ownership of 30% or more of the outstanding capital stock or other
equity interests of the Company on a fully-diluted basis, (b) the failure of
individuals who are members of the board of directors (or similar governing body) of the
Company on the Closing Date (together with any new or replacement directors whose initial
nomination for election was approved by a majority of the directors who were either
directors on the Closing Date or previously so approved) to constitute a majority of the
board of directors (or similar governing body) of the Company, or (c) the occurrence
of any “Change of Control” (or words of like import), as defined in any
agreement or indenture relating to any issue of Indebtedness for Borrowed Money of the
Company or any of its Subsidiaries. 



        “Closing
Date” means the date of this Agreement or such later Business Day upon which each
condition described in Section 7.2 shall be satisfied or waived in a manner
acceptable to the Administrative Agent in its discretion. 



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



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



        “Collateral
Account” is defined in Section 9.4 hereof. 



        “Collateral Documents”
means the Pledge Agreement and all other security agreements, pledge agreements,
assignments, financing statements and other documents as shall from time to time secure or
relate to the Obligations, the Hedging Liability, and the Funds Transfer and Deposit
Account Liability or any part thereof. 



        “Commitments”
means the Revolving Credit Commitments. 



        “Company”
is defined in the introductory paragraph of this Agreement. 



-25- 










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



        “Credit”
means either of the Revolving Credit or the Swing Line. 



        “Credit
Event” means the advancing of any Loan or the issuance of, extension of the
expiration date of, or increase in the amount of, any Letter of Credit. 



        “Dealer”
means any dealer in goods manufactured, distributed or sold by the Borrower or any
Subsidiary for resale or lease by such dealer. 



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



        “Disposition”
means the sale, lease, conveyance or other disposition of Property, other than sales or
other dispositions expressly permitted under Sections 8.10(a), (b), (c), (d), (e) and
(f) hereof. 



        “Domestic
Subsidiary” means any Subsidiary other than a Foreign Subsidiary. 



        “EBITDA”
means, with reference to any period, Net Income for such period plus the sum of all
amounts deducted in arriving at such Net Income amount in respect of (a) Interest
Expense for such period, (b) federal, state, and local income taxes for such period,
(c) depreciation of fixed assets and amortization of intangible assets for such
period and (d) extraordinary losses for such period, minus (e) all amounts included
within Net Income in respect of extraordinary gains for such period. To the extent that
any Permitted Acquisition or any Disposition of a Subsidiary or other significant business
unit occurs during any such period for which EBITDA is to be determined hereunder, EBITDA
shall (x) include, with respect to any such Permitted Acquisition, EBITDA of the Acquired
Business which is the subject of such Permitted Acquisition (to the extent not
subsequently sold or otherwise disposed of during such period), determined as if such
Permitted Acquisition had occurred on the first day of such period, all as calculated by
the Company and reasonably satisfactory to the Administrative Agent, and (y) exclude, with
respect to any such Disposition, EBITDA of the Subsidiary or significant business unit
which is the subject of such Disposition, determined as if such Disposition had occurred
on the first day of such period. 



        “Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an
Approved Fund, and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent, (ii) in the case of any assignment of a Revolving
Credit Commitment, the L/C Issuer, and (iii) unless an Event of Default has occurred
and is continuing, the Company (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, “Eligible
Assignee” shall not include (a) the Borrowers or any Guarantor or any of the
Borrowers’ or such Guarantor’s Affiliates or Subsidiaries or (b) any Person
which is known to be a direct competitor of the Company in its primary manufacturing and
distribution lines of business or an Affiliate of any such competitor. 



-26- 










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



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



        “Environmental
Law” means any current or future Legal Requirement pertaining to (a) the
protection of health, safety and the indoor or outdoor environment, (b) the conservation,
management or use of natural resources and wildlife, (c) the protection or use of surface
water or groundwater, (d) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, Release, threatened Release,
abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or
(e) pollution (including any Release to air, land, surface water or groundwater), and any
amendment, rule, regulation, order or directive issued thereunder. 



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



        “Eurocurrency
Loan” means a Loan bearing interest at the rate specified in Section 1.3(b)
hereof. 



        “Eurocurrency
Reserve Percentage” is defined in Section 1.3(b) hereof. 



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



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



        “Excess
Securitization Transaction Indebtedness” means, at any time, the principal amount
of all Securitization Transaction Indebtedness in excess of $20,000,000 outstanding at
such time. 



        “Existing
Agreement” means that certain Credit Agreement dated as of June 3, 2005,
among the Company, the Subsidiary Borrowers, the Guarantors, the Lenders and Harris N.A.,
as Administrative Agent, as amended. 



        “Federal
Funds Rate” means the fluctuating interest rate per annum described in part (x)
of clause (ii) of the definition of Base Rate appearing in Section 1.3(a) hereof. 




-27- 









        “Foreign
Subsidiary” means each Subsidiary which is organized under the laws of a
jurisdiction other than the United States of America or any state thereof. 



        “Fund”
means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business. 



        “Funds
Transfer and Deposit Account Liability” means the liability of the Company or any
Subsidiary owing to any of the Lenders, or any Affiliates of such Lenders, arising out of
(a) the execution or processing of electronic transfers of funds by automatic
clearing house transfer, wire transfer or otherwise to or from deposit accounts of the
Company and/or any Subsidiary now or hereafter maintained with any of the Lenders or their
Affiliates, (b) the acceptance for deposit or the honoring for payment of any check,
draft or other item with respect to any such deposit accounts, and (c) any other
deposit, disbursement, and cash management services afforded to the Company or any
Subsidiary by any of such Lenders or their Affiliates. 



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



        “Guarantor”
and “Guarantors” each is defined in Section 4.1 hereof. 



        “Guaranty”
and “Guaranties” each is defined in Section 4.1 hereof. 



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



        “Hazardous
Material Activity” means any activity, event or occurrence involving a Hazardous
Material, including, without limitation, the manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, Release, threatened Release,
abatement, removal, remediation, handling of or corrective or response action to any
Hazardous Material. 



        “Hedging
Liability” means the liability of the Company or any Subsidiary to any of
the Lenders, or any Affiliates of such Lenders, in respect of any interest rate, foreign
currency, and/or commodity swap, exchange, cap, collar, floor, forward, future or option
agreement, or any other similar interest rate, currency or commodity hedging arrangement,
as the Company or such Subsidiary, as the case may be, may from time to time enter into
with any one or more of the Lenders party to this Agreement or their Affiliates. 




-28- 









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



        “Indebtedness
for Borrowed Money” means for any Person (without duplication) (a) all
indebtedness created, assumed or incurred in any manner by such Person representing money
borrowed (including by the issuance of debt securities), (b) all indebtedness for the
deferred purchase price of property or services (other than trade accounts payable arising
in the ordinary course of business which are not more than ninety (90) days past due),
(c) all indebtedness secured by any Lien upon Property of such Person, whether or not
such Person has assumed or become liable for the payment of such indebtedness,
(d) all Capitalized Lease Obligations of such Person, (e) all obligations of
such Person on or with respect to letters of credit, bankers’ acceptances (included
at the full stated or face amount thereof, whether or not drawn or matured, as the case
may be) and other extensions of credit whether or not representing obligations for
borrowed money and (f) all Securitization Transaction Indebtedness. 



        “Interest
Coverage Ratio” means, as of the last day of any fiscal quarter of the Company,
the ratio of EBITDA of the Company and its Subsidiaries for the period of four fiscal
quarters then ended to Interest Expense for such period, provided that, to the
extent that EBITDA for such period is adjusted to account for any Acquisition or
Disposition as described in the definition of “EBITDA” herein, Interest
Expense for such period shall also be adjusted to reflect such Acquisition or Disposition
on a pro forma basis in a manner reasonably acceptable to the Administrative Agent. 



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



        “Interest
Period” is defined in Section 1.6 hereof. 



        “L/C
Issuer” means the Administrative Agent, any Affiliate of the Administrative
Agent, or any other Lender requested by the Company (with the consent of such Lender) and
approved by the Administrative Agent in its sole discretion with respect to any Letter of
Credit. 



        “L/C
Obligations” means the U.S. Dollar Equivalent of the aggregate undrawn face
amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations. 



        “L/C
Sublimit” means $25,000,000, as reduced pursuant to the terms hereof. 



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




-29- 









        “Lenders”
means and includes BMO Capital Markets Financing, Inc. and the other financial
institutions from time to time party to this Agreement, including each assignee Lender
pursuant to Section 13.12 hereof. 



        “Lending
Office” is defined in Section 10.4 hereof. 



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



        “LIBOR”
is defined in Section 1.3(b) hereof. 



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



        “Loan”
means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan or
Eurocurrency Loan or otherwise, each of which is a “type” of Loan
hereunder. 



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



        “Material
Adverse Effect” means (a) a material adverse change in, or material adverse
effect upon, the business, condition (financial or otherwise), operations, performance,
properties or prospects of the Company and its Subsidiaries taken as a whole, (b) a
material impairment of the ability of any Borrower or any Subsidiary to perform its
material obligations under any Loan Document or (c) a material adverse effect upon
(i) the legality, validity, binding effect or enforceability against any Borrower or
any Subsidiary of any Loan Document or the rights and remedies of the Administrative Agent
and the Lenders thereunder or (ii) the perfection or priority of any Lien granted
under any Collateral Document. 



        “Moody’s”
means Moody’s Investors Service, Inc. 




        “Net
Cash Proceeds” means, as applicable, (a) with respect to any Disposition by a
Person, cash and cash equivalent proceeds received by or for such Person’s account,
net of (i) reasonable direct costs relating to such Disposition and (ii) sale, use or
other transactional taxes paid or payable by such Person as a direct result of such
Disposition, (b) with respect to any Event of Loss of a Person, cash and cash
equivalent proceeds received by or for such Person’s account (whether as a result of
payments made under any applicable insurance policy therefor or in connection with
condemnation proceedings or otherwise), net of reasonable direct costs incurred in
connection with the collection of such proceeds, awards or other payments, and (c) with
respect to any offering of equity securities of a Person or the issuance of any
Indebtedness for Borrowed Money by a Person, cash and cash equivalent proceeds received by
or for such Person’s account, net of reasonable legal, underwriting, and other fees
and expenses incurred as a direct result thereof. 




-30- 









        “Net
Income” means, with reference to any period, the net income (or net loss) of the
Company and its Subsidiaries for such period computed on a consolidated basis in
accordance with GAAP; provided that there shall be excluded from Net Income
(a) except to the extent otherwise specifically provided in the definition of
“EBITDA” herein when Net Income is used as a component of EBITDA for the
purposes of calculations under this Agreement, the net income (or net loss) of any Person
accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated
with, the Company or another Subsidiary, and (b) the net income (or net loss) of any
Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has a
equity interest, except to the extent of the amount of dividends or other distributions
actually paid to the Company or any of its Subsidiaries during such period. 



        “Net
Worth” means, for any Person and at any time the same is to be determined, total
shareholder’s equity (including capital stock, additional paid-in capital, and
retained earnings after deducting treasury stock) which would appear on the balance sheet
of such Person in accordance with GAAP. 



        “Notes”
means and includes the Revolving Notes and the Swing Notes. 



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



        “Original
Dollar Amount” means the amount of any Obligation denominated in U.S. Dollars
and, in relation to any Loan denominated in an Alternative Currency, the U.S. Dollar
Equivalent of such Loan on the day it is advanced or continued for an Interest Period. 



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



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



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



        “Percentage”
means for any Lender its Revolver Percentage. 



        “Permitted
Acquisition” means any Acquisition with respect to which all of the following
conditions (or, in the case of any Acquisition with respect to which the Total
Consideration for the Acquired Business is less than $5,000,000, each of conditions (a),
(b), (d), (f) and (g)) shall have been satisfied: 



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







-31- 










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







	 	        (c)                      the
financial statements of the Acquired Business shall have been audited by one
               of the “Big Four” accounting firms or by another independent
               accounting firm of national or regional repute or otherwise reasonably
               satisfactory to the Administrative Agent, or if such financial statements
have                not been audited by such an accounting firm, such financial
statements shall be                in a form reasonably satisfactory to the
Administrative Agent;  







	 	        (d)                      the
Total Consideration for the Acquired Business, when taken together with the
               Total Consideration for all Acquired Businesses acquired during the
immediately                preceding 12-month period, does not exceed $30,000,000 in the
aggregate;  







	 	        (e)                      the
Company shall have notified the Administrative Agent and Lenders not less
               than 30 days prior to any such Acquisition and furnished to the
Administrative                Agent and Lenders at such time reasonable details as to
such Acquisition                (including sources and uses of funds therefor), and
historical financial                information with respect to the Acquired Business
reasonably satisfactory to the                Administrative Agent, together with
covenant compliance calculations reasonably                satisfactory to the
Administrative Agent showing pro forma compliance with the                financial
covenants set forth in Section 8.21(a), (b) and (c) hereof after
               giving effect to such Acquisition;  







	 	        (f)                      if
a new Subsidiary is formed or acquired as a result of or in connection with
               the Acquisition, the Company shall have complied with the requirements of
               Section 4 hereof in connection therewith; and  







	 	        (g)                      after
giving effect to the Acquisition, no Default or Event of Default shall
               exist, including with respect to the financial covenants contained in
               Section 8.21 hereof on a pro forma basis.  







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



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



        “Pledge
Agreement” means that certain Pledge Agreement dated as of the date hereof by and
between the Company and the Administrative Agent, as the same may be amended, modified,
restated or supplemented from time to time. 




-32- 









        “Premises”
means the real property owned or leased by the Company or any Subsidiary. 



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



        “Qualified
Securitization Transaction” means any transaction or series of transactions,
whether structured as a sale or as a secured loan, that may be entered into by the Company
or any Subsidiary pursuant to which the Company or any Subsidiary may sell, convey or
otherwise transfer to a newly-formed Subsidiary or other special-purpose entity, or any
other Person, any installment sale contracts, installment promissory notes, security
agreements and rights related thereto, provided that the installment sale
contracts, installment promissory notes, security agreements and related rights and assets
transferred in such transaction or series of transactions arise from sales or financing of
inventory or finished goods directly to retail customers or to Dealers for lease (but not
sale) directly to retail customers (and excluding, in any event, all Wholesale
Receivables) and may include, without limitation, installment sale contracts, installment
promissory notes and security agreements repurchased from third-party creditors. 



        “RCRA”
means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act of 1976 and Hazardous and Solid Waste Amendments of 1984,
42 U.S.C. §§6901 et seq., and any future amendments. 



        “Receivables”
means all rights to the payment of a monetary obligation, whether or not earned by
performance, and whether evidenced by an account, chattel paper, instrument, payment
intangible, or otherwise. 



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



        “Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, migration, dumping, or disposing into the indoor or outdoor
environment, including, without limitation, the abandonment or discarding of barrels,
drums, containers, tanks or other receptacles containing or previously containing any
Hazardous Material. 



        “Reportable
Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section, with respect to a Plan, excluding, however, such
events as to which the PBGC has by regulation waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such
event, provided, however, that a failure to meet the minimum funding standard of
Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event
regardless of the issuance of any such waiver of the notice requirement in accordance with
either Section  4043(a) of ERISA or Section 412(d) of the Code. 



        “Required
Lenders” means, as of the date of determination thereof, (a) Lenders whose
Commitments constitute more than 50% of the aggregate Commitments of the Lenders or, (b)
if the Commitments have expired or been terminated, Lenders whose interests in Loans and
L/C Obligations constitute more than 50% of the aggregate outstanding Loans and aggregate
L/C Obligations, provided that for the purposes of clause (b) of this definition,
each Lender shall be deemed to own a percentage interest in outstanding Swing Loans equal
to its Revolver Percentage. 




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        “Revaluation
Date” means, with respect to any Letter of Credit denominated in an Alternative
Currency, (a) the date of issuance thereof, (b) the date of each amendment
thereto having the effect of increasing the amount thereof, (c) the last day of each
calendar month, and (d) each additional date as the Administrative Agent or the
Required Lenders shall specify. 



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



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



        “Revolving
Credit Commitment” means, as to any Lender, the obligation of such Lender to make
Revolving Loans and to participate in Swing Loans and Letters of Credit issued for the
account of any Borrower hereunder in an aggregate principal or face amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 1 attached hereto and made a part hereof, as the same may be reduced or
modified at any time or from time to time pursuant to the terms hereof. The Borrowers and
the Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders
aggregate $125,000,000 on the date hereof. 



        “Revolving
Credit Termination Date” means October 17, 2011, or such earlier date on which
the Revolving Credit Commitments are terminated in whole pursuant to Section 1.12,
9.2 or 9.3 hereof. 



        “Revolving
Loan” is defined in Section 1.1 hereof and, as so defined, includes a Base
Rate Loan or a Eurocurrency Loan, each of which is a “type” of Revolving
Loan hereunder. 



        “Revolving
Note” is defined in Section 1.10 hereof. 



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



        “Securitization
Transaction Indebtedness” means the amount of obligations outstanding under the
legal documents entered into as part of any Qualified Securitization Transaction which is
required to be shown as indebtedness on a consolidated balance sheet of the Company and
its Subsidiaries prepared in accordance with GAAP. 



        “SPE”
means a Person which is a special purpose entity wholly or partially owned by the Company
or any Subsidiary and which is a party to any Qualified Securitization Transaction,
substantially all of the assets of which are assets transferred to such Person as a part
of or in connection with such Qualified Securitization Transaction and which conducts no
business or activity other than its participation in such Qualified Securitization
Transaction. 




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



        “Subsidiary
Borrower” is defined in the introductory paragraph of this Agreement. 



        “Swing
Line” means the credit facility for making one or more Swing Loans described
in Section 1.14 hereof. 



        “Swing
Line Lender” means BMO Capital Markets Financing, Inc., in its capacity as
provider of Swing Loans, or any successor Administrative Agent hereunder. 



        “Swing
Line Sublimit” means $10,000,000, as reduced pursuant to the terms hereof. 



        “Swing Loan”
and “Swing Loans” each is defined in Section 1.14 hereof. 



        “Swing
Note” is defined in Section 1.10 hereof. 



        “Tangible
Net Worth” means Net Worth less the sum of (a) the aggregate book value of all
assets which would be classified as intangible assets under GAAP, including, without
limitation, goodwill, patents, trademarks, trade names, copyrights, franchises and
deferred charges (including, without limitation, unamortized debt discount and expense,
organization costs and deferred research and development expense) and similar assets and
(b) the write-up of assets above cost as a result of a revaluation thereof. 



        “TARGET
Settlement Day” means any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open. 



        “Total
Capitalization Ratio” means, at any time the same is to be determined, the ratio
of (a) Total Funded Debt to (b) the sum of (i) Total Funded Debt and (ii) Net
Worth. 



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




-35- 









        “Total
Funded Debt” means, at any time the same is to be determined, the sum (but
without duplication) of (a) all Indebtedness for Borrowed Money of the Company and
its Subsidiaries at such time, but excluding all Securitization Transaction Indebtedness
other than Excess Securitization Transaction Indebtedness, (b) the amount of recourse, as
reasonably determined by the Administrative Agent, to the Company or any Subsidiary (other
than an SPE) with respect to the assets transferred in any Qualified Securitization
Transaction entered into after the Closing Date other than that portion of any such
recourse reasonably attributable to a portion of such Qualified Securitization Transaction
with respect to which the obligations of the Company and its Subsidiaries constitute
Excess Securitization Transaction Indebtedness, (c) all indebtedness, obligations and
liabilities of the Company and its Subsidiaries at such time in connection with the amount
of obligations outstanding under any legal document entered into as part of any Wholesale
Receivables Securitization Transaction whether or not such indebtedness, obligations or
liabilities are required to be shown as indebtedness on a consolidated balance sheet of
the Company and its Subsidiaries prepared in accordance with GAAP, and (d) all
Indebtedness for Borrowed Money of any other Person which is directly or indirectly
guaranteed by the Company or any of its Subsidiaries or which the Company or any of its
Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or in
respect of which the Company or any of its Subsidiaries has otherwise assured a creditor
against loss. 



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



        “Unused
Revolving Credit Commitments” means, at any time, the difference between the
Revolving Credit Commitments then in effect and the sum of the aggregate Original Dollar
Amount of Revolving Loans and U.S. Dollar Equivalent of all L/C Obligations then
outstanding, it being understood that Swing Loans outstanding from time to time
shall not be deemed to reduce the Unused Revolving Credit Commitments for purposes of
computing the commitment fee under Section 2.1(a) hereof. 



        “U.S.        Dollar
Equivalent” means (a) the amount of any Obligation or           Letter of
Credit denominated in U.S. Dollars, (b) in relation to any           Obligation or
Letter of Credit denominated in an Alternative Currency, the           amount of U.S.
Dollars which would be realized by converting such Alternative           Currency into
U.S. Dollars at the exchange rate quoted to the Administrative           Agent, at
approximately 11:00 a.m. (London time) three Business Days prior           (i) to
the date on which a computation thereof is required to be made, and           (ii) in
the case of L/C Obligations, on any Revaluation Date, in each case,           by major
banks in the interbank foreign exchange market for the purchase of U.S.           Dollars
for such Alternative Currency.  




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





-36- 









        “Voting
Stock” of any Person means capital stock or other equity interests of any class
or classes (however designated) having ordinary power for the election of directors or
other similar governing body of such Person, other than stock or other equity interests
having such power only by reason of the happening of a contingency. 



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



        “Wholesale
Receivables” means Receivables resulting from (i) transactions with Dealers
(other than transactions consisting of sales or financing of inventory or finished goods
to Dealers for rental directly to retail customers), including without limitation
so-called “dealer floor plan” arrangements, or (ii) other wholesale
transactions. 



        “Wholesale
Receivables Securitization Transaction” means any transaction or series of
transactions, whether structured as a sale or as a secured loan, that may be entered into
by the Company or any Subsidiary pursuant to which the Company or any Subsidiary may sell,
convey or otherwise transfer to a newly-formed Subsidiary or other special-purpose entity,
or any other Person, any Wholesale Receivable. 



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



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




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




-37- 










SECTION 6.              REPRESENTATIONS
AND WARRANTIES.  



        Each
of the Borrowers represents and warrants to the Administrative Agent and the Lenders as
follows: 



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




        Section 6.2.       Subsidiaries.
Each Subsidiary is duly organized, validly existing, and in           good standing under
the laws of the jurisdiction in which it is organized, has           full and adequate
power to own its Property and conduct its business as now           conducted, and is
duly licensed or qualified and in good standing in each           jurisdiction in which
the nature of the business conducted by it or the nature           of the Property owned
or leased by it requires such licensing or qualifying,           except where the failure
to do so would not have a Material Adverse Effect.           Schedule 6.2 hereto
identifies each Subsidiary, the jurisdiction of its           organization, the
percentage of issued and outstanding shares of each class of           its capital stock
or other equity interests owned by the Company and the other           Subsidiaries and,
if such percentage is not 100% (excluding directors’          qualifying shares as
required by law), a description of each class of its           authorized capital stock
and other equity interests and the number of shares of           each class issued and
outstanding. All of the outstanding shares of capital           stock and other equity
interests of each Subsidiary are validly issued and           outstanding and fully paid
and nonassessable and all such shares and other           equity interests indicated on
Schedule 6.2 as owned by the Company or           another Subsidiary are owned,
beneficially and of record, by the Company or such           Subsidiary free and clear of
all Liens other than the Liens granted in favor of           the Administrative Agent
pursuant to the Collateral Documents. There are no           outstanding commitments or
other obligations of any Subsidiary to issue, and no           options, warrants or other
rights of any Person to acquire, any shares of any           class of capital stock or
other equity interests of any Subsidiary.  




        Section
6.3. Authority and Validity of Obligations. Each Borrower has full right and
authority to enter into this Agreement and the other Loan Documents executed by it, to
make the borrowings and other requests for Credit Events, conversions and continuations of
Loans and extensions of the term of Letters of Credit herein provided for, to issue its
Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the
Collateral Documents executed by it, and to perform all of its obligations hereunder and
under the other Loan Documents executed by it. Each Guarantor has full right and authority
to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging
Liability, and Funds Transfer and Deposit Account Liability, to grant to the
Administrative Agent the Liens described in the Collateral Documents executed by it,
and to perform all of its obligations under the Loan Documents executed by it. The
Loan Documents delivered by the Company and the Subsidiaries have been duly authorized,
executed, and delivered by such Persons and constitute valid and binding obligations of
such Persons enforceable against them in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting creditors’ rights generally and general principles of equity
(regardless of whether the application of such principles is considered in a proceeding in
equity or at law); and this Agreement and the other Loan Documents do not, nor does the
performance or observance by the Company or any Subsidiary of any of the matters and
things herein or therein provided for, (a) contravene or constitute a default under
any provision of law or any judgment, injunction, order or decree binding upon the Company
or any Subsidiary or any provision of the organizational documents (e.g., charter,
certificate or articles of incorporation and by-laws, certificate or articles of
association and operating agreement, partnership agreement, or other similar
organizational documents) of the Company or any Subsidiary, (b) contravene or
constitute a default under any covenant, indenture or agreement of or affecting the
Company or any Subsidiary or any of their Property, in each case where such contravention
or default, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (c) result in the creation or imposition of any Lien on
any Property of the Company or any Subsidiary other than the Liens granted in favor of the
Administrative Agent pursuant to the Collateral Documents. 



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        Section 6.4.       Use
of Proceeds; Margin Stock. The Borrowers shall use the proceeds of           the
Loans to refinance their existing indebtedness, for its general working           capital
purposes and for such other legal and proper purposes as are consistent           with
all applicable laws. Neither the Company nor any Subsidiary is engaged in           the
business of extending credit for the purpose of purchasing or carrying           margin
stock (within the meaning of Regulation U of the Board of Governors           of the
Federal Reserve System), and no part of the proceeds of any Loan or any           other
extension of credit made hereunder will be used to purchase or carry any           such
margin stock or to extend credit to others for the purpose of purchasing or
          carrying any such margin stock. Margin stock (as hereinabove defined)
          constitutes less than 25% of the assets of the Company and its Subsidiaries
          which are subject to any limitation on sale, pledge or other restriction
          hereunder.  




        Section 6.5.       Financial
Reports.  The consolidated balance sheet of the Company           and its
Subsidiaries as at December 31, 2005, and the related consolidated           statements
of income, retained earnings and cash flows of the Company and its           Subsidiaries
for the fiscal year then ended, and accompanying notes thereto,           which financial
statements are accompanied by the audit report of           PricewaterhouseCoopers LLP,
independent public accountants, and the unaudited           interim consolidated balance
sheet of the Company and its Subsidiaries as at           June 30, 2006, and the
related consolidated statements of income, retained           earnings and cash flows of
the Company and its Subsidiaries for the           6 months then ended, heretofore
furnished to the Administrative Agent and           the Lenders, fairly present the
consolidated financial condition of the Company           and its Subsidiaries as at said
dates and the consolidated results of their           operations and cash flows for the
periods then ended in conformity with GAAP           applied on a consistent basis.
Neither the Company nor any Subsidiary has           contingent liabilities which are
material to it other than as indicated on such           financial statements or, with
respect to future periods, on the financial           statements furnished pursuant to
Section 8.5 hereof.  




-39- 










        Section 6.6.       No
Material Adverse Change. Since December 31, 2005, there has been no
          Material Adverse Effect.  




        Section 6.7.       Full
Disclosure. The statements and information furnished to the           Administrative
Agent and the Lenders in connection with the negotiation of this           Agreement and
the other Loan Documents and the commitments by the Lenders to           provide all or
part of the financing contemplated hereby do not contain any           untrue statements
of a material fact or omit a material fact necessary to make           the material
statements contained herein or therein, under the circumstances in           which they
were made, not misleading, the Administrative Agent and the Lenders
          acknowledging that as to any projections furnished to the Administrative Agent
          and the Lenders, the Borrowers only represent that the same were prepared on
the           basis of information and estimates the Borrowers believed to be reasonable.  




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




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




        Section 6.10.       Good
Title. The Company and its Subsidiaries have good and defensible           title (or
valid leasehold interests) to their assets as reflected on the most           recent
consolidated balance sheet of the Company and its Subsidiaries furnished           to the
Administrative Agent and the Lenders (except for sales of assets in the
          ordinary course of business), subject to no Liens other than such thereof as
are           permitted by Section 8.8hereof.  




        Section 6.11.       Litigation
and Other Controversies. There is no litigation or           governmental or
arbitration proceeding or labor controversy pending, nor to the           knowledge of
the Company threatened, against the Company or any Subsidiary or           any of their
Property which if adversely determined, individually or in the           aggregate, could
reasonably be expected to have a Material Adverse Effect.  




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





-40- 









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




        Section 6.14.       Affiliate
Transactions. Neither the Company nor any Subsidiary is a party           to any
contracts or agreements with any of its Affiliates (other than           (i) transactions
with Wholly-owned Subsidiaries and (ii) transactions           permitted pursuant to
Section 8.9(i))on terms and conditions which           are less favorable to
the Company or such Subsidiary than would be usual and           customary in similar
contracts or agreements between Persons not affiliated with           each other.  




        Section 6.15.       Investment
Company. Neither the Company nor any Subsidiary is an           “investment
company” or a company “controlled” by an           “investment company” within
the meaning of the Investment Company Act           of 1940, as amended.  




        Section 6.16.       ERISA.
The Company and each other member of its Controlled Group has           fulfilled its
obligations under the minimum funding standards of and is in           compliance in all
material respects with ERISA and the Code to the extent           applicable to it and
has not incurred any liability to the PBGC other than for           premiums under Section 4007
of ERISA. Neither the Company nor any           Subsidiary has any contingent liabilities
with respect to any post-retirement           benefits under a Welfare Plan, other than
liability for continuation coverage           described in article 6 of Title I
of ERISA and other liabilities which           are, to the extent required by GAAP,
reflected on the financial statements of           the Company described in Section 6.5
hereof and, with respect to periods ending           after the Closing Date, the
financial statements of the Company furnished           pursuant to Section 8.5 hereof.  




        Section 6.17.       Compliance
with Laws. The Company and its Subsidiaries are in compliance           with the
requirements of all federal, state and local laws, rules and           regulations
applicable to or pertaining to their Property or business operations
          (including, without limitation, the Occupational Safety and Health Act of 1970,
          the Americans with Disabilities Act of 1990, and laws and regulations
          establishing quality criteria and standards for air, water, land and toxic or
          hazardous wastes and substances), where any such non-compliance, individually
or           in the aggregate, could reasonably be expected to have a Material Adverse
          Effect. Neither the Company nor any Subsidiary has received notice to the
effect           that its operations are not in compliance with any of the requirements
of           applicable federal, state or local environmental statutes and regulations or
is           the subject of any governmental investigation evaluating whether any
remedial           action is needed to respond to a release of any toxic or hazardous
waste or           substance into the environment, where any such non-compliance or
remedial           action, individually or in the aggregate, could reasonably be expected
to have a           Material Adverse Effect.  




-41- 










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




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




        Section 6.20.       No
Broker Fees. No broker’s or finder’s fee or commission will           be
payable with respect hereto or any of the transactions contemplated thereby;
          and the Company hereby agrees to indemnify the Administrative Agent and the
          Lenders against, and agree that they will hold the Administrative Agent and the
          Lenders harmless from, any claim, demand, or liability for any such
          broker’s or finder’s fees alleged to have been incurred in connection
          herewith or therewith and any expenses (including reasonable attorneys’          fees)
arising in connection with any such claim, demand, or liability.  




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




SECTION 7.              CONDITIONS
PRECEDENT.  



        The
obligation of each Lender to advance, continue or convert any Loan (other than the
continuation of, or conversion into, a Base Rate Loan) or of the L/C Issuer to issue,
extend the expiration date (including by not giving notice of non-renewal) of or increase
the amount of any Letter of Credit under this Agreement, shall be subject to the following
conditions precedent: 



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




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







	 	        (b)                      no
Default or Event of Default shall have occurred and be continuing or would
               occur as a result of such Credit Event;  







	 	        (c)                      in
the case of a Borrowing the Administrative Agent shall have received the
               notice required by Section 1.5 hereof, in the case of the issuance of
any                Letter of Credit the L/C Issuer shall have received a duly
completed                Application for such Letter of Credit together with any fees
called for by                Section 2.1 hereof, and, in the case of an extension or
increase in the                amount of a Letter of Credit, a written request therefor
in a form acceptable to                the L/C Issuer together with fees called for
by Section 2.1 hereof;                and  








-42- 









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







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



        Section
7.2.       Initial Credit Event.  Before or concurrently with the initial Credit Event: 




	 	        (a)                      the
Administrative Agent shall have received for each Lender this Agreement duly
               executed by the Borrowers, the Guarantors and the Lenders;  







	 	        (b)                      the
Administrative Agent shall have received for each Lender requesting Notes,
               such Lender’s duly executed Notes of each Borrower dated the date
hereof                and otherwise in compliance with the provisions of Section 1.10
hereof;  







	 	        (c)                      the
Administrative Agent shall have received the Pledge Agreement duly executed
               by the Company, together with (i) original stock certificates or
other                similar instruments or securities representing all of the issued and
outstanding                shares of capital stock or other equity interests in each
Subsidiary Borrower,                (ii) stock powers for the Collateral consisting
of the stock or other                equity interest in each Subsidiary Borrower executed
in blank and undated, and                (iii) UCC financing statements to be filed
against the Company as debtor,                in favor of the Administrative Agent, as
secured party;  







	 	        (d)                      the
Administrative Agent shall have received for each Lender copies of each
               Borrower’s and each other Guarantor’s articles of incorporation
and                bylaws (or comparable organizational documents) and any amendments
thereto,                certified in each instance by its Secretary or Assistant
Secretary and, in the                case of articles of incorporation, by the secretary
of state or comparable                official of its state of incorporation;  







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







	 	        (f)                      the
Administrative Agent shall have received for each Lender copies of the
               certificates of good standing for each Borrower and each other Guarantor
(dated                no earlier than 30 days prior to the date hereof) from
the office of                the secretary of state of the state of its incorporation or
organization;  







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	 	        (g)                      the
Administrative Agent shall have received for each Lender a list of each
               Borrower’s Authorized Representatives;  







	 	        (h)                      the
Administrative Agent shall have received for itself and for the Lenders the
               initial fees called for by Section 2.1 hereof and the Administrative Agent
shall                have received payment of the costs and expenses described in
               Section 13.15(a) hereof, to the extent the Borrower has received an
invoice                for such costs and expenses;  







	 	        (i)                      each
Lender shall have received annual audited consolidated financial statements
               for fiscal year 2005 and forecasted consolidated annual projections for
fiscal                years 2006-2011;  







	 	        (j)                      the
Administrative Agent shall have received financing statement, tax, and
               judgment lien search results against the Property of the Company and each
               Subsidiary evidencing the absence of Liens on its Property except as
permitted                by Section 8.8 hereof;  







	 	        (k)                      the
Administrative Agent shall have received pay-off and lien release letters
               from Harris N.A. setting forth, among other things, the total amount of
               indebtedness outstanding and owing to it (or outstanding letters of credit
               issued for the account of the Company or any Subsidiary) and containing an
               undertaking to cause to be delivered to the Administrative Agent UCC
termination                statements and any other lien release instruments necessary to
release its Liens                on the assets of the Company and each Subsidiary, which
pay-off and lien release                letters shall be in form and substance acceptable
to the Administrative Agent;  







	 	        (l)                      the
Administrative Agent shall have received for each Lender the favorable
               written opinion of counsel to each Borrower and each other Guarantor, in
form                and substance satisfactory to the Administrative Agent; and  







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







        Section 7.3.       Existing
Agreement. Each of the parties hereto (other than Bank of           Montreal and BMO
Capital Markets Financing, Inc.) is currently party to the           Existing Agreement
and, therefore, each of the parties hereby confirms and           agrees that,
notwithstanding anything contained herein to the contrary, upon           satisfaction of
the conditions precedent set forth in Section 7.2 above,           each of the Loans
outstanding under the Existing Agreement (other than those           Loans owing to
Harris N.A.) shall automatically, and without further action by           any Person,
become evidenced by the Notes payable to the applicable Lender and           constitute
Loans hereunder for the duration of the Interest Periods currently           applicable
to such Loans under the Existing Agreement, as if such Loans had           originally
been made under this Agreement.  




-44- 










SECTION 8.              COVENANTS.  



        Each
Borrower agrees that, so long as any credit is available to or in use by any Borrower
hereunder, except to the extent compliance in any case or cases is waived in writing
pursuant to the terms of Section 13.13 hereof: 



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




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




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




        Section 8.4.       Insurance. The
Company shall insure and keep insured, and shall cause           each Subsidiary to
insure and keep insured, with good and responsible insurance           companies, all
insurable Property owned by it which is of a character usually           insured by
Persons similarly situated and operating like Properties against loss           or damage
from such hazards and risks, and in such amounts, as are insured by           Persons
similarly situated and operating like Properties; and the Company shall           insure,
and shall cause each Subsidiary to insure, such other hazards and risks
          (including, without limitation, employers’ and public liability risks)
with           good and responsible insurance companies as and to the extent usually
insured by           Persons similarly situated and conducting similar businesses. The
Company shall,           upon the request of the Administrative Agent, furnish to the
Administrative           Agent and the Lenders a certificate setting forth in summary
form the nature and           extent of the insurance maintained pursuant to this
Section.  




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




-45- 










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







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







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







	 	        (d)                      promptly
after the sending or filing thereof, copies of each financial                statement,
report, notice or proxy statement sent by the Company or any                Subsidiary to
its stockholders or other equity holders, and copies of each                regular,
periodic or special report, registration statement or prospectus
               (including all Form 10-K, Form 10-Q and Form 8-K reports) filed by the
Company                or any Subsidiary with any securities exchange or the Securities
and Exchange                Commission or any successor agency;  








-46-   









	 	        (e)                      as
soon as available, and in any event within 90 days after the first day
               of each fiscal year of the Company, a copy of the Company’s
consolidated                business plan for such fiscal year, such business plan to
show the                Company’s projected consolidated revenues, expenses and
balance sheet on a                quarter-by-quarterbasis, such business plan to
be in reasonable detail                prepared by the Company and in form satisfactory
to the Administrative Agent and                the Required Lenders(which shall
include a summary of all material                assumptions made in preparing such
business plan);  







	 	        (f)                      notice
of any Change of Control;  







	 	        (g)                      promptly
after knowledge thereof shall have come to the attention of any
               responsible officer of the Company, written notice of (i) any
threatened or                pending litigation or governmental or arbitration proceeding
or labor                controversy against the Company or any Subsidiary or any of their
Property                which, if adversely determined, could reasonably be expected to
have a Material                Adverse Effect or (ii) the occurrence of any Default
or Event of Default                hereunder; and  







	 	        (h)                      with
each of the financial statements furnished to the Lenders pursuant to
               subsections (a) and (b) above, a written certificate in the form
attached                hereto as Exhibit E signed by the chief financial officer of
the Company or                another officer of the Company acceptable to the
Administrative Agent to the                effect that to the best of such officer’s
knowledge and belief no Default                or Event of Default has occurred during
the period covered by such statements                or, if any such Default or Event of
Default has occurred during such period,                setting forth a description of
such Default or Event of Default and specifying                the action, if any, taken
by the Company or any Subsidiary to remedy the same.                Such certificate
shall also set forth the calculations supporting such                statements in
respect of Section 8.21hereof.  







        Section 8.6.       Inspection.
The Company shall, and shall cause each Subsidiary to, permit           the
Administrative Agent, each Lender, and each of their duly authorized
          representatives and agents to visit and inspect any of its Property, corporate
          books, and financial records, to examine and make copies of its books of
          accounts and other financial records, and to discuss its affairs, finances, and
          accounts with, and to be advised as to the same by, its officers, employees and
          independent public accountants (and by this provision the Company hereby
          authorizes such accountants to discuss with the Administrative Agent and such
          Lenders the finances and affairs of the Company and its Subsidiaries) at such
          reasonable times and intervals as the Administrative Agent or any such Lender
          may designate and, so long as no Default or Event of Default exists, with
          reasonable prior notice to the Company.  




        Section 8.7.       Borrowings
and Guaranties. The Company shall not, nor shall it permit any           Subsidiary
to, issue, incur, assume, create or have outstanding any           (i) Indebtedness
for Borrowed Money, (ii) obligations with respect to           interest rate,
foreign currency or commodity swaps, exchanges, caps, collars,           forwards,
futures or option arrangements or like transactions, or           (iii) obligations
or liabilities under or with respect to any Qualified           Securitization
Transaction, or be or become liable as endorser, guarantor,           surety or otherwise
for any debt, obligation or undertaking of any other Person,           or otherwise agree
to provide funds for payment of the obligations of another,           or supply funds
thereto or invest therein or otherwise assure a creditor of           another against
loss, or apply for or become liable to the issuer of a letter of           credit which
supports an obligation of another, or subordinate any claim or           demand it may
have to the claim or demand of any other Person; provided,           however, that
the foregoing shall not restrict nor operate to prevent:  




-47- 










	 	        (a)                      the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account
               Liability of the Borrowers and the Subsidiaries owing to the
Administrative                Agent and the Lenders (and their Affiliates);  







	 	        (b)                      purchase
money indebtedness and Capitalized Lease Obligations of the Company and
               its Subsidiaries in an amount not to exceed $25,000,000 in the aggregate
at any                one time outstanding;  







	 	        (c)                      obligations
of the Company or any Subsidiary arising out of interest rate,                foreign
currency, and commodity hedging agreements entered into with financial
               institutions for hedging purposes and not for purposes of speculation;  







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







	 	        (e)                      intercompany
advances from time to time owing by any Guarantor to the Company or
               another Subsidiary or by the Company to a Guarantor in the ordinary course
of                business;  







	 	        (f)                      Securitization
Transaction Indebtedness and other obligations and liabilities                incurred as
part of a Qualified Securitization Transaction, provided that the
               aggregate amount of recourse to the Company or any Subsidiary in
connection with                all Qualified Securitization Transactions other than those
entered into prior to                the Closing Date, as reasonably determined by the
Administrative Agent (other                than recourse solely to any Subsidiary which
is an SPE), does not exceed                $15,000,000 at any time;  







	 	        (g)                      indebtedness,
obligations and liabilities of the Company or any Subsidiary                pursuant to a
Wholesale Receivables Securitization Transaction; provided               that all
such indebtedness, obligations and liabilities shall be included in the
               calculation of Total Funded Debt for all purposes of this Agreement; and  







	 	        (h)                      unsecured
indebtedness of the Company and its Subsidiaries not otherwise                permitted
by this Section in an amount not to exceed $50,000,000 in the                aggregate at
any one time outstanding.  







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




-48- 










	 	        (a)                      Liens
arising by statute in connection with worker’s compensation,
               unemployment insurance, old age benefits, social security obligations,
taxes,                assessments, statutory obligations or other similar charges (other
than Liens                arising under ERISA), good faith cash deposits in connection
with tenders,                contracts or leases to which the Company or any Subsidiary
is a party or other                cash deposits required to be made in the ordinary
course of business, provided                in each case that the obligation is not for
borrowed money and that the                obligation secured is not overdue or, if
overdue, is being contested in good                faith by appropriate proceedings which
prevent enforcement of the matter under                contest and adequate reserves have
been established therefor;  







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







	 	        (c)                      judgment
liens and judicial attachment liens not constituting an Event of                Default
under Section 9.1(g) hereof and the pledge of assets for the                purpose
of securing an appeal, stay or discharge in the course of any legal
               proceeding, provided that the aggregate amount of such judgment liens and
               attachments and liabilities of the Company and its Subsidiaries secured by
a                pledge of assets permitted under this subsection, including interest and
               penalties thereon, if any, shall not be in excess of $5,000,000 at any one
time                outstanding;  







	 	        (d)                      Liens
on equipment of the Company or any Subsidiary created solely for the
               purpose of securing indebtedness permitted by Section 8.7(b) hereof,
               representing or incurred to finance the purchase price of such Property,
               provided that no such Lien shall extend to or cover other Property of the
               Company or such Subsidiary other than the respective Property so acquired,
and                the principal amount of indebtedness secured by any such Lien shall at
no time                exceed the purchase price of such Property, as reduced by
repayments of                principal thereon;  







	 	        (e)                      any
interest or title of a lessor under any operating lease;  







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







	 	        (g)                      Liens
incurred in connection with any transfer of an interest in or grant of a
               security interest in installment sale contracts, installment promissory
notes,                security agreements and related assets as part of a Qualified
Securitization                Transaction or Wholesale Receivables Securitization
Transaction, provided               that such Liens encumber only those assets and
other rights transferred pursuant                to the terms of such Qualified
Securitization Transaction or Wholesale                Receivables Securitization
Transaction, as applicable; and  








-49- 









	 	        (h)                      Liens
granted in favor of the Administrative Agent pursuant to the Collateral
               Documents.  







        Section 8.9.       Investments,
Acquisitions, Loans and Advances. The Company shall not, nor           shall it
permit any Subsidiary to, directly or indirectly, make, retain or have
          outstanding any investments (whether through purchase of stock or obligations
or           otherwise) in, or loans or advances to (other than for travel advances and
other           similar cash advances made to employees in the ordinary course of
business), any           other Person, or acquire all or any substantial part of the
assets or business           of any other Person or division thereof; provided,
however, that the           foregoing shall not apply to nor operate to prevent:  




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







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







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







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







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







	 	        (f)                      the
Company’s investments existing on the date of this Agreement in its
               Subsidiaries, and additional investments from time to time by the Company
or any                Subsidiary in any Guarantor;  







	 	        (g)                      intercompany
advances made from time to time by the Company or a Subsidiary to a
               Guarantor or by a Subsidiary to the Borrowers in the ordinary course of
               business;  







	 	        (h)                      Permitted
Acquisitions;  








-50- 









	 	        (i)                      investments
comprised of capital contributions (whether in the form of cash, a                note,
or other assets) to a Subsidiary or SPE created solely to engage in a
               Qualified Securitization Transaction or otherwise resulting from transfers
of                assets permitted by Section 8.10(f) to such a Subsidiary or SPE,
provided that                any such investments other than those consisting of assets
transferred or                encumbered in connection with such Qualified Securitization
Transaction shall be                in an amount reasonably acceptable to the
Administrative Agent;  







	 	        (j)                      investments
comprised of capital contributions (whether in the form of cash, a                note,
or other assets) to a Subsidiary or SPE created solely to engage in a
               Wholesale Receivables Securitization Transaction or otherwise resulting
from                transfers of assets permitted by Section 8.10(g) to such a Subsidiary
or SPE,                provided that any such investments other than those consisting of
assets                transferred or encumbered in connection with such Wholesale
Receivables                Securitization Transaction shall be in an amount reasonably
acceptable to the                Administrative Agent; and  







	 	        (k)                      other
investments, loans, and advances in addition to those otherwise permitted
               by this Section in an amount not to exceed $5,000,000 in the aggregate at
any                one time outstanding.  







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



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




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







	 	        (b)                      the
sale, transfer, lease or other disposition of Property of the Company and
               the Guarantors to one another in the ordinary course of its business;  







	 	        (c)                      so
long as no Default or Event of Default exists or would result after giving
               effect to such transaction, the merger of any Subsidiary with and into the
               Company or any other Subsidiary, provided that, in the case of any merger
               involving the Company, the Company is the corporation surviving the
merger, and                in the case of any merger involving a Guarantor, the
corporation surviving the                merger is a Guarantor;  







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








-51- 









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







	 	        (f)                      any
transfer of an interest in installment sale contracts, installment
               promissory notes, security agreements and related assets in connection
with a                Qualified Securitization Transaction;  







	 	        (g)                      any
transfer of an interest in Wholesale Receivables and related assets in
               connection with any Wholesale Receivables Securitization Transaction; and  







	 	        (h)                      so
long as no Default or Event of Default exists or would result after giving
               effect to such transaction, the sale, transfer, lease or other disposition
of                Property of the Company or any Subsidiary (including any disposition of
Property                as part of a sale and leaseback transaction) aggregating for the
Company and its                Subsidiaries not more than $10,000,000 during any fiscal
year of the Company.  







        Section 8.11.       Maintenance
of Subsidiaries. The Company shall not assign, sell or           transfer, nor shall
it permit any Subsidiary to issue, assign, sell or transfer,           any shares of
capital stock or other equity interests of a Subsidiary; provided, however, that
the foregoing shall not operate to prevent           (a) Liens on the capital stock
or other equity interests of Subsidiaries           granted to the Administrative Agent
pursuant to the Collateral Documents,           (b) the issuance, sale, and transfer
to any person of any shares of capital           stock of a Subsidiary solely for the
purpose of qualifying, and to the extent           legally necessary to qualify, such
person as a director of such Subsidiary, (c)           the creation of, and any
transaction relating to the equity interests in, any           Subsidiary which is an SPE
in connection with a Qualified Securitization           Transaction, and (d) any
transaction permitted by Section 8.10(c)           above.  




        Section 8.12.       Dividends
and Certain Other Restricted Payments. The Company shall not,           nor shall it
permit any Subsidiary to, (a) declare or pay any dividends on           or make any
other distributions in respect of any class or series of its capital           stock or
other equity interests or (b) directly or indirectly purchase,           redeem, or
otherwise acquire or retire any of its capital stock or other equity           interests
or any warrants, options, or similar instruments to acquire the same; provided,
however, that the foregoing shall not operate to prevent (x)           the making of
dividends or distributions by any Subsidiary to the Company or a           Guarantor or
(y) any other dividend, distribution, purchase, redemption,           retirement or
acquisition of capital stock or other equity interests or any           warrants, options
or similar instruments to acquire the same so long as no           Default or Event of
Default exists as the time of such transaction or after           giving effect thereto.  




        Section 8.13.       ERISA. The
Company shall, and shall cause each Subsidiary to, promptly           pay and discharge
all obligations and liabilities arising under ERISA of a           character which if
unpaid or unperformed could reasonably be expected to result           in the imposition
of a Lien against any of its Property. The Company shall, and           shall cause each
Subsidiary to, promptly notify the Administrative Agent and           each Lender of: (a) the
occurrence of any Reportable Event with respect to           a Plan, (b) receipt of
any notice from the PBGC of its intention to seek           termination of any Plan or
appointment of a trustee therefor, (c) its           intention to terminate or
withdraw from any Plan, and (d) the occurrence of           any event which would
result in the incurrence by the Company or any Subsidiary           of any material
liability, fine or penalty with respect to any Plan or in a           material increase
in the contingent liability of the Company or any Subsidiary           with respect to
any post-retirement Welfare Plan benefit.  





-52- 









        Section 8.14.       Compliance
with Laws. (a) The Company shall, and shall cause each           Subsidiary to,
comply in all respects with the requirements of all federal,           state, and local
laws, rules, regulations, ordinances and orders applicable to           or pertaining to
its Property or business operations, where any such           non-compliance,
individually or in the aggregate, could reasonably be expected           to have a
Material Adverse Effect or result in a Lien upon any of its Property.  




        (b)                 Without
limiting the agreements set forth in Section 8.14(a) above, the           Company
shall, and shall cause each Subsidiary to, at all times, do the           following to
the extent the failure to do so, individually or in the aggregate,           could
reasonably be expected to have a Material Adverse Effect: (i) comply           in
all material respects with, and maintain each of the Premises in compliance           in
all material respects with, all applicable Environmental Laws; (ii) within           10 Business
Days notify the Administrative Agent in writing of and provide           any reasonably
requested documents upon learning of any of the following in           connection with
the Company or any Subsidiary or any of the Premises:           (1) any material
liability for response or corrective action, natural           resource damage or other
harm pursuant to CERCLA, RCRA or any comparable state           law; (2) any
material Environmental Claim; (3) any material violation           of an
Environmental Law or material Release, threatened Release or disposal of a
          Hazardous Material; and (iii) promptly provide or otherwise make available
          to the Administrative Agent any reasonably requested environmental record
          concerning the Premises which the Company or any Subsidiary possesses.  




        Section 8.15.       Burdensome
Contracts With Affiliates. The Company shall not, nor shall it           permit any
Subsidiary to, enter into any contract, agreement or business           arrangement with
any of its Affiliates (other than (i) transactions with           Wholly-owned
Subsidiaries and (ii) transactions permitted pursuant to           Section 8.9(i))
on terms and conditions which are less favorable to the           Company or such
Subsidiary than would be usual and customary in similar           contracts, agreements
or business arrangements between Persons not affiliated           with each other.  




        Section 8.16.       No
Changes in Fiscal Year. The fiscal year of the Company and its           Subsidiaries
ends on December 31 of each year; and the Company shall not, nor           shall it
permit any Subsidiary to, change its fiscal year from its present           basis.  




        Section 8.17.       Formation
of Subsidiaries. Promptly upon the formation or acquisition of           any
Subsidiary, the Company shall provide the Administrative Agent and the           Lenders
notice thereof and timely comply with the requirements of Section 4           hereof
(at which time Schedule 6.2 shall be deemed amended to include           reference
to such Subsidiary).  




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




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




        Section 8.20.       No
Restrictions. Except as provided herein, the Company shall not, nor           shall
it permit any Subsidiary (other than an SPE) to, directly or indirectly           create
or otherwise cause or suffer to exist or become effective any consensual
          encumbrance or restriction of any kind on the ability of the Company or any
          Subsidiary to: (a) pay dividends or make any other distribution on any
          Subsidiary’s capital stock or other equity interests owned by the Company
          or any other Subsidiary, (b) pay any indebtedness owed to the Company or
          any other Subsidiary, (c) make loans or advances to the Company or any
          other Subsidiary, (d) transfer any of its Property to the Company or any
          other Subsidiary or (e) guarantee the Obligations and/or grant Liens on
any           of its assets (other than those of type described in the definition of “Qualified
Securitization Transaction” or other assets subject           to Liens permitted
to exist in favor of parties other than the Administrative           Agent, the Lenders
and their Affiliates under Section 8.8 hereof) to the           Administrative
Agent.  




        Section 8.21.       Financial
Covenants. (a) Total Capitalization Ratio. The           Company shall
not permit the Total Capitalization Ratio to be greater than 0.50           to 1.0 at any
time.  




        (b)       TangibleNet
Worth. The Company shall at all times maintain           Consolidated Tangible Net
Worth of the Company and its Subsidiaries in an amount           not less than the sum of
(x) $100,000,000, plus (y) 50% of cumulative Net Income           of the Company and its
Subsidiaries for each fiscal quarter commencing with the           fiscal quarter ending
June 30, 2005 (without deduction for losses), plus           (z) 50% of the
aggregate Net Cash Proceeds of equity issuances received by           the Company and its
Subsidiaries after the Closing Date.  




        (c)       Interest
Coverage Ratio. As of the last day of each fiscal quarter of the           Company,
the Company shall maintain an Interest Coverage Ratio of not less than           3.0 to
1.0.  




        (d)       Capital
Expenditures. The Company shall not, nor shall it permit any of           its
Subsidiaries to, incur Capital Expenditures in an amount in excess of
          $20,000,000 in the aggregate during the fiscal year of the Company ending
          December 31, 2006, and $30,000,000 in the aggregate during any fiscal year
          of the Company thereafter; provided, however, that so long as no Default
          or Event of Default has occurred and is continuing or would result from such
          Capital Expenditure, any portion of the amount of Capital Expenditures
permitted           hereunder not expended during the fiscal year of the Company may be
carried over           for Capital Expenditures in the next following fiscal year of the
Company but           any amount so carried over may not be carried over for any
subsequent fiscal           year.  




        (e)       Operating
Leases. The Company shall not, nor shall it permit any           Subsidiary to,
create, incur or suffer to exist obligations for fixed rentals           and other
consideration payable by the Company and its Subsidiaries under           Operating
Leases in an aggregate amount in excess of $5,000,000 during any           fiscal year of
the Company.  




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SECTION 9.              EVENTS
OF DEFAULT AND REMEDIES.  



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




	 	        (a)                      default
in the payment when due of all or any part of the principal of any Note
               (whether at the stated maturity thereof or at any other time provided for
in                this Agreement) or of any Reimbursement Obligation, or default for a
period of                5 Business Days or more in the payment when due of anyfee
or other                Obligation payable hereunder or under any other Loan Document;  







	 	        (b)                      default
in the observance or performance of any covenant set forth in                Sections 8.1,
8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.15, 8.16 or 8.21                hereof or of any
provision in any Loan Document dealing with the use,                disposition or
remittance of the proceeds of Collateral;  







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







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







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







	 	        (f)                      default
shall occur under any Indebtedness for Borrowed Money issued, assumed or
               guaranteed by the Company or any Subsidiary aggregating in excess of
$5,000,000,                or under any indenture, agreement or other instrument under
which the same may                be issued, and such default shall continue for a period
of time sufficient to                permit the acceleration of the maturity of any such
Indebtedness for Borrowed                Money (whether or not such maturity is in fact
accelerated), or any such                Indebtedness for Borrowed Money shall not be
paid when due (whether by demand,                lapse of time, acceleration or
otherwise);  







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	 	        (g)                      any
judgment or judgments, writ or writs or warrant or warrants of attachment,
               or any similar process or processes, shall be entered or filed against the
               Company or any Subsidiary, or against any of its Property, in an aggregate
               amount in excess of $5,000,000 (except to the extent fully covered by
insurance                pursuant to which the insurer has accepted liability therefor in
writing), and                which remains undischarged, unvacated, unbonded or unstayed
for a period of                30 days;  







	 	        (h)                      the
Company or any Subsidiary, or any member of its Controlled Group, shall fail
               to pay when due an amount or amounts aggregating in excess of $5,000,000
which                it shall have become liable to pay to the PBGC or to a Plan under
Title IV                of ERISA; or notice of intent to terminate a Plan or Plans
having aggregate                Unfunded Vested Liabilities in excess of $5,000,000
(collectively, a “Material Plan”) shall be filed under Title IV
of                ERISA by the Company or any Subsidiary, or any other member of its
Controlled                Group, any plan administrator or any combination of the
foregoing; or the PBGC                shall institute proceedings under Title IV of
ERISA to terminate or to                cause a trustee to be appointed to administer any
Material Plan or a proceeding                shall be instituted by a fiduciary of any
Material Plan against the Company or                any Subsidiary, or any member of its
Controlled Group, to enforce                Section 515 or 4219(c)(5) of ERISA and
such proceeding shall not have been                dismissed within 30 days thereafter;
or a condition shall exist by reason of                which the PBGC would be entitled
to obtain a decree adjudicating that any                Material Plan must be terminated;  







	 	        (i)                      any
Change of Control shall occur;  







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







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








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




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




        Section 9.4.       Collateral
for Undrawn Letters of Credit. (a) If the prepayment of           the amount
available for drawing under any or all outstanding Letters of Credit           is
required under Section 1.8(b) or under Section 9.2 or 9.3 above,           the
applicable Applicant Borrower shall forthwith pay the amount required to be           so
prepaid, to be held by the Administrative Agent as provided in           subsection (b)
below.  




        (b)                 All
amounts prepaid pursuant to subsection (a) above shall be held by the
          Administrative Agent in one or more separate collateral accounts (each such
          account, and the credit balances, properties, and any investments from time to
          time held therein, and any substitutions for such account, any certificate of
          deposit or other instrument evidencing any of the foregoing and all proceeds of
          and earnings on any of the foregoing being collectively called the “Collateral
Account”) as security for, and for application by           the Administrative
Agent (to the extent available) to, the reimbursement of any           payment under any
Letter of Credit then or thereafter made by the Administrative           Agent, and to
the payment of the unpaid balance of all other Obligations (and to           all Hedging
Liability and Funds Transfer and Deposit Account Liability). The           Collateral
Account shall be held in the name of and subject to the exclusive           dominion and
control of the Administrative Agent for the benefit of the           Administrative
Agent, the Lenders, and the L/C Issuer. If and when requested by           the Company,
the Administrative Agent shall invest funds held in the Collateral           Account from
time to time in direct obligations of, or obligations the principal           of and
interest on which are unconditionally guaranteed by, the United States of
          America with a remaining maturity of one year or less, provided that the
          Administrative Agent is irrevocably authorized to sell investments held in the
          Collateral Account when and as required to make payments out of the Collateral
          Account for application to amounts due and owing from any Borrower to the L/C
          Issuer, the Administrative Agent or the Lenders; provided, however, that
          (i) if the Borrowers shall have made payment of all obligations referred
to           in subsection (a) above required under Section 1.8(b) hereof, at
the           request of the Company the Administrative Agent shall release to the
Company           amounts held in the Collateral Account so long as at the time of the
release and           after giving effect thereto no Default or Event of Default exists,
and           (ii) if the Borrowers shall have made payment of all obligations
referred           to in subsection (a) above required under Section 9.2 or 9.3
hereof,           so long as no Letters of Credit, Commitments, Loans or other Obligations,
Hedging Liability, or Funds Transfer and Deposit Account Liability remain
          outstanding, at the request of the Company the Administrative Agent shall
          release to the Company any remaining amounts held in the Collateral Account.  





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




        Section 9.6.       Expenses.
The Company agrees to pay to the Administrative Agent and each           Lender, and any
other holder of any Note outstanding hereunder, all costs and           expenses
reasonably incurred or paid by the Administrative Agent and such Lender           or any
such holder, including reasonable attorneys’ fees and court costs,           in
connection with any Default or Event of Default hereunder or in connection           with
the enforcement of any of the Loan Documents (including all such costs and
          expenses incurred in connection with any proceeding under the United States
          Bankruptcy Code involving any Borrower or any Subsidiary as a debtor
          thereunder).  




SECTION 10.              CHANGE
IN CIRCUMSTANCES.  



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




-58- 










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




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







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







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



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




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








-59- 









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







and the result of any of the
foregoing is to increase the cost to such Lender (or its Lending Office) of making or
maintaining any Eurocurrency Loan, issuing or maintaining a Letter of Credit, or
participating therein, or to reduce the amount of any sum received or receivable by such
Lender (or its Lending Office) under this Agreement or under any other Loan Document with
respect thereto, by an amount deemed by such Lender to be material, then, within
15 days after demand by such Lender (with a copy to the Administrative Agent), the
Company shall be obligated to pay to such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction. 



        (b)                 If,
after the date hereof, any Lender or the Administrative Agent shall have
          determined that the adoption of any applicable law, rule or regulation
regarding           capital adequacy, or any change therein, or any change in the
interpretation or           administration thereof by any governmental authority, central
bank or comparable           agency charged with the interpretation or administration
thereof, or compliance           by any Lender (or its Lending Office) or any corporation
controlling such Lender           with any request or directive regarding capital
adequacy (whether or not having           the force of law) of any such authority,
central bank or comparable agency, has           had the effect of reducing the rate of
return on such Lender’s or such           corporation’s capital as a
consequence of its obligations hereunder to a           level below that which such
Lender or such corporation could have achieved but           for such adoption, change or
compliance (taking into consideration such           Lender’s or such corporation’s
policies with respect to capital           adequacy) by an amount deemed by such Lender
to be material, then from time to           time, within 15 days after demand by
such Lender (with a copy to the           Administrative Agent), the Company shall pay to
such Lender such additional           amount or amounts as will compensate such Lender
for such reduction.  




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




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




-60- 










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




SECTION 11.              THE
ADMINISTRATIVE AGENT.  



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




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




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




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




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




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        Section 11.6.       Indemnity.
The Lenders shall ratably, in accordance with their respective           Percentages,
indemnify and hold the Administrative Agent, and its directors,           officers,
employees, agents, and representatives harmless from and against any
          liabilities, losses, costs or expenses suffered or incurred by it under any
Loan           Document or in connection with the transactions contemplated thereby,
regardless           of when asserted or arising, except to the extent they are promptly
reimbursed           for the same by the Borrowers and except to the extent that any
event giving           rise to a claim was caused by the gross negligence or willful
misconduct of the           party seeking to be indemnified. The obligations of the
Lenders under this           Section shall survive termination of this Agreement. The
Administrative Agent           shall be entitled to offset amounts received for the
account of a Lender under           this Agreement against unpaid amounts due from such
Lender to the Administrative           Agent hereunder (whether as fundings of
participations, indemnities or           otherwise), but shall not be entitled to offset
against amounts owed to the           Administrative Agent by any Lender arising outside
of this Agreement and the           other Loan Documents.  




        Section 11.7.       Resignation
of Administrative Agent and Successor Administrative Agent.           The
Administrative Agent may resign at any time by giving written notice thereof           to
the Lenders and the Company. Upon any such resignation of the Administrative
          Agent, the Required Lenders shall have the right to appoint a successor
          Administrative Agent with the consent of the Company (which consent (x) shall
          not be unreasonably withheld and (y) shall not be required at any time when an
          Event of Default has occurred and is continuing). If no successor
Administrative           Agent shall have been so appointed by the Required Lenders, and
shall have           accepted such appointment, within 30 days after the retiring
Administrative           Agent’s giving of notice of resignation then the retiring
Administrative           Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent           with the consent of the Company (which consent (x) shall
not be unreasonably           withheld and (y) shall not be required at any time when an
Event of Default has           occurred and is continuing), which may be any Lender
hereunder or any commercial           bank organized under the laws of the United States
of America or of any State           thereof and having a combined capital and surplus of
at least $200,000,000. Upon           the acceptance of its appointment as the
Administrative Agent hereunder, such           successor Administrative Agent shall
thereupon succeed to and become vested with           all the rights and duties of the
retiring Administrative Agent under the Loan           Documents, and the retiring
Administrative Agent shall be discharged from its           duties and obligations
thereunder. After any retiring Administrative           Agent’s resignation
hereunder as Administrative Agent, the provisions of           this Section 11 and
all protective provisions of the other Loan Documents           shall inure to its
benefit as to any actions taken or omitted to be taken by it           while it was
Administrative Agent, but no successor Administrative Agent shall           in any event
be liable or responsible for any actions of its predecessor. If the
          Administrative Agent resigns and no successor is appointed, the rights and
          obligations of such Administrative Agent shall be automatically assumed by the
          Required Lenders and (i) the Borrowers shall be directed to make all
          payments due each Lender hereunder directly to such Lender and (ii) the
          Administrative Agent’s rights in the Collateral Documents shall be
assigned           without representation, recourse or warranty to the Lenders as their
interests           may appear.  




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        Section 11.8.       L/C
Issuer. The L/C Issuer shall act on behalf of the Lenders with           respect
to any Letters of Credit issued by it and the documents associated           therewith.
The L/C Issuer shall have all of the benefits and immunities           (i) provided
to the Administrative Agent in this Section 11 with           respect to any acts
taken or omissions suffered by the L/C Issuer in           connection with Letters
of Credit issued by it or proposed to be issued by it           and the Applications
pertaining to such Letters of Credit as fully as if the           term “Administrative
Agent”, as used in this Section 11, included           the L/C Issuer with
respect to such acts or omissions and (ii) as           additionally provided in
this Agreement with respect to such L/C Issuer.  




        Section 11.9.       Hedging
Liability and Funds Transfer and Deposit Account Liability           Arrangements. By
virtue of a Lender’s execution of this Agreement or an           assignment
agreement pursuant to Section 13.12 hereof, as the case may be,           any
Affiliate of such Lender with whom the Company or any Subsidiary has entered
          into an agreement creating Hedging Liability or Funds Transfer and Deposit
          Account Liability shall be deemed a Lender party hereto for purposes of any
          reference in a Loan Document to the parties for whom the Administrative Agent
is           acting, it being understood and agreed that the rights and benefits of such
          Affiliate under the Loan Documents consist exclusively of such Affiliate’s
          right to share in payments and collections out of the Collateral and the
          Guaranties as more fully set forth in Section 3.1 hereof. In connection
          with any such distribution of payments and collections, the Administrative
Agent           shall be entitled to assume no amounts are due to any Lender or its
Affiliate           with respect to Hedging Liability or Funds Transfer and Deposit
Account           Liability unless such Lender has notified the Administrative Agent in
writing of           the amount of any such liability owed to it or its Affiliate prior
to such           distribution.  




        Section 11.10.       Designation
of Additional Agents. The Administrative Agent shall have the           continuing
right, for purposes hereof, at any time and from time to time to           designate one
or more of the Lenders (and/or its or their Affiliates) as           “syndication
agents,” “documentation agents,”          “arrangers,” or other
designations for purposes hereto, but such           designation shall have no
substantive effect, and such Lenders and their           Affiliates shall have no
additional powers, duties or responsibilities as a           result thereof.  




        Section 11.11.       Authorization
to Release . The Administrative Agent is hereby irrevocably           authorized by
each of the Lenders to (a) release any Lien covering any           Collateral that
is sold, transferred, or otherwise disposed of in accordance           with the terms and
conditions of this Agreement and the relevant Collateral           Documents (including a
sale, transfer, or disposition permitted by the terms of           Section 8.10
hereof or which has otherwise been consented to in accordance           with Section 13.13
hereof).  





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        Section 11.12.       Authorization
to Enter into, and Enforcement of, the Collateral           Documents. The
Administrative Agent is hereby irrevocably authorized by each           of the Lenders to
execute and deliver the Collateral Documents on behalf of each           of the Lenders
and their Affiliates and to take such action and exercise such           powers under the
Collateral Documents as the Administrative Agent considers           appropriate, provided the
Administrative Agent shall not amend the           Collateral Documents unless such
amendment is agreed to in writing by the           Required Lenders. Each Lender
acknowledges and agrees that it will be bound by           the terms and conditions of
the Collateral Documents upon the execution and           delivery thereof by the
Administrative Agent. Except as otherwise specifically           provided for herein, no
Lender (or its Affiliates) other than the Administrative           Agent shall have the
right to institute any suit, action or proceeding in equity           or at law for the
foreclosure or other realization upon any Collateral or for           the execution of
any trust or power in respect of the Collateral or for the           appointment of a
receiver or for the enforcement of any other remedy under the           Collateral
Documents; it being understood and intended that no one or more of           the Lenders
(or their Affiliates) shall have any right in any manner whatsoever           to affect,
disturb or prejudice the Lien of the Administrative Agent (or any           security
trustee therefor) under the Collateral Documents by its or their action           or to
enforce any right thereunder, and that all proceedings at law or in equity
          shall be instituted, had, and maintained by the Administrative Agent (or its
          security trustee) in the manner provided for in the relevant Collateral
          Documents for the benefit of the Lenders and their Affiliates.  




SECTION 12.              THE
GUARANTEES.  



        Section 12.1.       The
Guarantees. To induce the Lenders to provide the credits described           herein
and in consideration of benefits expected to accrue to the Company and           its
Subsidiaries by reason of the Commitments and for other good and valuable
          consideration, receipt of which is hereby acknowledged, the Company, each
          Subsidiary Borrower and each other Subsidiary party hereto (including any
          Subsidiary formed or acquired after the Closing Date executing an Additional
          Guarantor Supplement in the form attached hereto as Exhibit F or such
other           form acceptable to the Administrative Agent) hereby unconditionally and
          irrevocably guarantees jointly and severally to the Administrative Agent, the
          Lenders, and their Affiliates, the due and punctual payment of all present and
          future Obligations, Hedging Liability, and Funds Transfer and Deposit Account
          Liability, including, but not limited to, the due and punctual payment of
          principal of and interest on the Notes, the Reimbursement Obligations, and the
          due and punctual payment of all other Obligations now or hereafter owed by any
          Borrower under the Loan Documents and the due and punctual payment of all
          Hedging Liability and Funds Transfer and Deposit Account Liability, in each
case           as and when the same shall become due and payable, whether at stated
maturity,           by acceleration, or otherwise, according to the terms hereof and
thereof           (including interest which, but for the filing of a petition in
bankruptcy, would           otherwise accrue on any such indebtedness, obligation, or
liability), provided that no Guarantor shall be understood to guaranty the payment
of           any obligations with respect to which it is the primary obligor. In case of
          failure by any Borrower or other obligor punctually to pay any Obligations,
          Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed
          hereby, each Guarantor hereby unconditionally agrees to make such payment or to
          cause such payment to be made punctually as and when the same shall become due
          and payable, whether at stated maturity, by acceleration, or otherwise, and as
          if such payment were made by such Borrower or such obligor.  




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




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







	 	        (b)                      any
modification or amendment of or supplement to this Agreement or any other
               Loan Document or any agreement relating to Hedging Liability or Funds
Transfer                and Deposit Account Liability;  







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







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







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







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







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







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







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




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




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




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




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




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        Section 12.8.       Benefit
to Guarantors. The Borrowers and the Guarantors are engaged in           related
businesses and integrated to such an extent that the financial strength           and
flexibility of the Borrowers has a direct impact on the success of each
          Guarantor. Each Guarantor will derive substantial direct and indirect benefit
          from the extensions of credit hereunder.  




        Section
12.9.       Guarantor Covenants. Each
Guarantor shall take such action as the Company or any other Borrower is required by this
Agreement to cause such Guarantor to take, and shall refrain from taking such action as
the Company or any other Borrower is required by this Agreement to prohibit such
Guarantor from taking.  




SECTION 13.              MISCELLANEOUS.  



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




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





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




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




        Section 13.3.       Non-Business
Days. If any payment hereunder becomes due and payable on a           day which is
not a Business Day, the due date of such payment shall be extended           to the next
succeeding Business Day on which date such payment shall be due and           payable. In
the case of any payment of principal falling due on a day which is           not a
Business Day, interest on such principal amount shall continue to accrue           during
such extension at the rate per annum then in effect, which accrued amount           shall
be due and payable on the next scheduled date for the payment of interest.  




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




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




        Section 13.6.       Survival
of Indemnities. All indemnities and other provisions relative to
          reimbursement to the Lenders of amounts sufficient to protect the yield of the
          Lenders with respect to the Loans and Letters of Credit, including, but not
          limited to, Sections 1.11, 10.3, and 13.15 hereof, shall survive the
          termination of this Agreement and the other Loan Documents and the payment of
          the Obligations.  




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




        Section 13.8.       Notices.
Except as otherwise specified herein, all notices hereunder and           under the other
Loan Documents shall be in writing (including, without           limitation, notice by
telecopy) and shall be given to the relevant party at its           address or telecopier
number set forth below, or such other address or           telecopier number as such
party may hereafter specify by notice to the           Administrative Agent and the
Company given by courier, by United States           certified or registered mail, by
telecopy or by other telecommunication device           capable of creating a written
record of such notice and its receipt. Notices           under the Loan Documents to the
Lenders and the Administrative Agent shall be           addressed to their respective
addresses or telecopier numbers set forth on the           signature pages hereof, and to
any Borrower or any Guarantor (it being           understood that notices for any
Borrower or Guarantor shall be directed to the           Company as shown below) to:  




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Gehl
Company                            
143 Water Street                            
West Bend,
Wisconsin  53095                            
Attention:      Mr. James J. Monnat
                           
Telephone:    (262) 338-7518
                           
Telecopy:      (262) 338-7517








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



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




        Section 13.10.       Successors
and Assigns. This Agreement shall be binding upon the           Borrowers and the
Guarantors and their successors and assigns, and shall inure           to the benefit of
the Administrative Agent and each of the Lenders and the           benefit of their
respective successors and assigns, including any subsequent           holder of any of
the Obligations. No Borrower or Guarantor may assign any of its           rights or
obligations under any Loan Document without the written consent of all           of the
Lenders.  




        Section 13.11.       Participants.
Each Lender shall have the right at its own cost to           grant participations (to be
evidenced by one or more agreements or certificates           of participation) in the
Loans made and Reimbursement Obligations and/or           Commitments held by such Lender
at any time and from time to time to one or more           other Persons; provided that
no such participation shall relieve any Lender of           any of its obligations under
this Agreement, and, provided, further that no such           participant shall have any
rights under this Agreement except as provided in           this Section, and the
Administrative Agent shall have no obligation or           responsibility to such
participant. Any agreement pursuant to which such           participation is granted
shall provide that the granting Lender shall retain the           sole right and
responsibility to enforce the obligations of the Borrowers under           this Agreement
and the other Loan Documents including, without limitation, the           right to
approve any amendment, modification or waiver of any provision of the           Loan
Documents, except that such agreement may provide that such Lender will not
          agree to any modification, amendment or waiver of the Loan Documents that would
          reduce the amount of or postpone any fixed date for payment of any Obligation
in           which such participant has an interest. Any party to which such a
participation           has been granted shall have the benefits of Section 1.11 and
          Section 10.3 hereof. The Borrowers authorize each Lender to disclose to
any           participant or prospective participant under this Section any financial or
other           information pertaining to any Borrower or any Subsidiary, subject to an
          undertaking by such participant or prospective participant to comply with the
          provisions of Section 13.25 hereof. Unless otherwise agreed to by the
          Company, no such participation shall be granted to a Person which is known to
          the Lender granting such participation to be a direct competitor of the Company
          in its primary manufacturing and distribution lines of business or an Affiliate
          of any such direct competitor.  





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        Section 13.12.       Assignments.
(a) Any Lender may at any time assign to one or more           Eligible Assignees
all or a portion of such Lender’s rights and obligations           under this
Agreement (including all or a portion of its Commitment and the Loans           at the
time owing to it); provided that any such assignment shall be           subject to
the following conditions:  




        (i)       Minimum
Amounts. (A) In the case of an assignment of the entire           remaining
amount of the assigning Lender’s Commitment and the Loans and
          participation interest in L/C Obligations at the time owing to it or in the
case           of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, no           minimum amount need be assigned; and (B) in any case not described in
subsection           (a)(i)(A) of this Section, the aggregate amount of the Commitment
(which for           this purpose includes Loans and participation interest in L/C
Obligations           outstanding thereunder) or, if the applicable Commitment is not
then in effect,           the principal outstanding balance of the Loans and
participation interest in L/C           Obligations of the assigning Lender subject to
each such assignment (determined           as of the date the Assignment and Acceptance
with respect to such assignment is           delivered to the Administrative Agent or, if
“Effective Date” is           specified in the Assignment and Acceptance, as of
the Effective Date) shall not           be less than $5,000,000 unless each of the
Administrative Agent and, so long as           no Event of Default has occurred and is
continuing, the Borrower otherwise           consents (each such consent not to be
unreasonably withheld or delayed);  




        (ii)       Proportionate
Amounts. Each partial assignment shall be made as an           assignment of a
proportionate part of all the assigning Lender’s rights and           obligations
under this Agreement with respect to the Loan or the Commitment           assigned.  




        (iii)       Required
Consents. No consent shall be required for any assignment except           to the
extent required by Section 13.12(a)(i)(B) and, in addition:  




	 	        (a)                      the
consent of the Company (such consent not to be unreasonably withheld or
               delayed) shall be required unless (x) an Event of Defaulthas
occurred                and is continuing at the time of such assignment or (y) such
assignment is to a                Lender, an Affiliate of a Lender or an Approved Fund;  







	 	        (b)                      the
consent of the Administrative Agent (such consent not to be unreasonably
               withheld or delayed) shall be required for assignments in respect of the
               Revolving Credit if such assignment is to a Person that is not a Lender
with a                Commitment in respect of such facility, an Affiliate of such Lender
or an                Approved Fund with respect to such Lender; and  







	 	        (c)                      the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
               delayed) shall be required for any assignment that increases the
obligation of                the assignee to participate in exposure under one or more
Letters of Credit                (whether or not then outstanding).  








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        (iv)       Assignment
and Acceptance. The parties to each assignment shall execute           and deliver to
the Administrative Agent an Assignment and Acceptance, together           with a
processing and recordation fee of $3,500, and the assignee, if it is not           a
Lender, shall deliver to the Administrative Agent an Administrative
          Questionnaire.  




        (v)       No
Assignment to Borrowers. No such assignment shall be made to the           Borrowers
or any of their Affiliates or Subsidiaries.  




        (vi)       No
Assignment to Natural Persons. No such assignment shall be made to a
          natural person.  




Subject to acceptance and recording
thereof by the Administrative Agent pursuant to Section 13.12(b) hereof, from and
after the effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections 13.6 and
13.15 with respect to facts and circumstances occurring prior to the effective date of
such assignment. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with Section 13.11 hereof. 



        (b)       Register.
The Administrative Agent, acting solely for this purpose as an           agent of the
Borrower, shall maintain at one of its offices in Chicago,           Illinois, a copy of
each Assignment and Acceptance delivered to it and a           register for the
recordation of the names and addresses of the Lenders, and the           Commitments of,
and principal amounts of the Loans owing to, each Lender           pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register
shall be conclusive,           and the Borrowers, the Administrative Agent, and the
Lenders may treat each           Person whose name is recorded in the Register pursuant
to the terms hereof as a           Lender hereunder for all purposes of this Agreement,
notwithstanding notice to           the contrary. The Register shall be available for
inspection by the Borrowers           and any Lender, at any reasonable time and from
time to time upon reasonable           prior notice.  




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




-73- 










        Section 13.13.       Amendments.
Any provision of this Agreement or the other Loan Documents           may be amended
or waived if, but only if, such amendment or waiver is in writing           and is signed
by (a) the Borrowers, (b) the Required Lenders, and (c) if the           rights or duties
of the Administrative Agent or the L/C Issuer are affected           thereby, the
Administrative Agent or such L/C Issuer, as applicable;           provided that:  




	 	        (i)                      no
amendment or waiver pursuant to this Section 13.13 shall                (A) increase
any Commitment of any Lender without the consent of such                Lender or (B) reduce
the amount of or postpone the date for any scheduled                payment of any
principal of or interest on any Loan or of any Reimbursement                Obligation or
of any fee payable hereunder without the consent of the Lender to                which
such payment is owing or which has committed to make such Loan or Letter
               of Credit (or participate therein) hereunder;  







	 	        (ii)                      no
amendment or waiver pursuant to this Section 13.13 shall, unless signed
               by each Lender, extend the Revolving Credit Termination Date, change the
               definition of Required Lenders, change the provisions of this
               Section 13.13, release any material guarantor or any substantial part
of                the Collateral (except as otherwise provided for in the Loan
Documents), or                affect the number of Lenders required to take any action
hereunder or under any                other Loan Document; and  







	 	        (iii)                      no
amendment to Section 12 hereof shall be made without the consent of the
               Guarantor(s) affected thereby.  







        Section 13.14.       Headings. Section
headings used in this Agreement are for reference only           and shall not affect the
construction of this Agreement.  




        Section 13.15.       Costs
and Expenses; Indemnification. (a) The Company agrees to pay           all costs
and expenses of the Administrative Agent in connection with the           preparation,
negotiation, syndication, and administration of the Loan Documents,           including,
without limitation, the reasonable fees and disbursements of counsel           to the
Administrative Agent, in connection with the preparation and execution of           the
Loan Documents, and any amendment, waiver or consent related thereto,           whether
or not the transactions contemplated herein are consummated, together           with any
fees and charges suffered or incurred by the Administrative Agent in           connection
with collateral filing fees and lien searches. The Company further           agrees to
indemnify the Administrative Agent, each Lender, and their respective
          directors, officers, employees, agents, financial advisors, and consultants
          against all losses, claims, damages, penalties, judgments, liabilities and
          expenses (including, without limitation, all reasonable expenses of litigation
          or preparation therefor, whether or not the indemnified Person is a party
          thereto, or any settlement arrangement arising from or relating to any such
          litigation) which any of them may pay or incur arising out of or relating to
any           Loan Document or any of the transactions contemplated thereby or the direct
or           indirect application or proposed application of the proceeds of any Loan or
          Letter of Credit, other than those which arise from the gross negligence or
          willful misconduct of the party claiming indemnification. The Company, upon
          demand by the Administrative Agent or a Lender at any time, shall reimburse the
          Administrative Agent or such Lender for any legal or other expenses incurred in
          connection with investigating or defending against any of the foregoing
          (including any settlement costs relating to the foregoing) except if the same
is           directly due to the gross negligence or willful misconduct of the party to
be           indemnified. The obligations of the Company under this Section shall survive
the           termination of this Agreement.  




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




        Section 13.16.       Set-off.
In addition to any rights now or hereafter granted under           applicable law and not
by way of limitation of any such rights, upon the           occurrence of any Event of
Default, each Lender and each subsequent holder of           any Obligation is hereby
authorized by each Borrower and each Guarantor at any           time or from time to
time, without notice to any Borrower or Guarantor or to any           other Person, any
such notice being hereby expressly waived, to set-off and to           appropriate and to
apply any and all funds on deposit in the deposit accounts           specifically pledged
to the Administrative Agent as Collateral pursuant to the           Security Agreement,
against and on account of the Obligations of any Borrower or           Guarantor to that
Lender or that subsequent holder under the Loan Documents,           including, but not
limited to, all claims of any nature or description arising           out of or connected
with the Loan Documents, irrespective of whether or not           (a) that Lender or
that subsequent holder shall have made any demand           hereunder or (b) the
principal of or the interest on the Loans or Notes and           other amounts due
hereunder shall have become due and payable pursuant to           Section 9 and
although said obligations and liabilities, or any of them,           may be contingent or
unmatured.  




        Section 13.17.       Entire
Agreement. The Loan Documents constitute the entire understanding           of the
parties thereto with respect to the subject matter thereof and any prior
          agreements, whether written or oral, with respect thereto are superseded
hereby.  




-75- 










        Section 13.18.       Governing
Law. This Agreement and the other Loan Documents (except as           otherwise
specified therein), and the rights and duties of the parties hereto,           shall be
construed and determined in accordance with the internal laws of the           State of
Illinois.  




        Section 13.19.       Severability
of Provisions. Any provision of any Loan Document which is           unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective           to the extent
of such unenforceability without invalidating the remaining           provisions hereof
or affecting the validity or enforceability of such provision           in any other
jurisdiction. All rights, remedies and powers provided in this           Agreement and
the other Loan Documents may be exercised only to the extent that           the exercise
thereof does not violate any applicable mandatory provisions of           law, and all
the provisions of this Agreement and other Loan Documents are           intended to be
subject to all applicable mandatory provisions of law which may           be controlling
and to be limited to the extent necessary so that they will not           render this
Agreement or the other Loan Documents invalid or unenforceable.  




        Section 13.20.       Excess
Interest. Notwithstanding any provision to the contrary contained           herein or
in any other Loan Document, no such provision shall require the           payment or
permit the collection of any amount of interest in excess of the           maximum amount
of interest permitted by applicable law to be charged for the use           or detention,
or the forbearance in the collection, of all or any portion of the           Loans or
other obligations outstanding under this Agreement or any other Loan           Document (“Excess
Interest”). If any Excess Interest is           provided for, or is adjudicated
to be provided for, herein or in any other Loan           Document, then in such event (a) the
provisions of this Section shall           govern and control, (b) neither any
Borrower nor any guarantor or endorser           shall be obligated to pay any Excess
Interest, (c) any Excess Interest that           the Administrative Agent or any
Lender may have received hereunder shall, at the           option of the Administrative
Agent, be (i) applied as a credit against the           then outstanding principal
amount of Obligations hereunder and accrued and           unpaid interest thereon (not to
exceed the maximum amount permitted by           applicable law), (ii) refunded to
the applicable Borrower, or           (iii) any combination of the foregoing, (d) the
interest rate payable           hereunder or under any other Loan Document shall be
automatically subject to           reduction to the maximum lawful contract rate allowed
under applicable usury           laws (the “Maximum Rate”), and this
Agreement and the other           Loan Documents shall be deemed to have been, and shall
be, reformed and modified           to reflect such reduction in the relevant interest
rate, and (e) neither           any Borrower nor any guarantor or endorser shall
have any action against the           Administrative Agent or any Lender for any damages
whatsoever arising out of the           payment or collection of any Excess Interest.
Notwithstanding the foregoing, if           for any period of time interest on any
Borrower’s Obligations is calculated           at the Maximum Rate rather than the
applicable rate under this Agreement, and           thereafter such applicable rate
becomes less than the Maximum Rate, the rate of           interest payable on such
Borrower’s Obligations shall remain at the Maximum           Rate until the Lenders
have received the amount of interest which such Lenders           would have received
during such period on such Borrower’s Obligations had           the rate of interest
not been limited to the Maximum Rate during such period.  




        Section 13.21.       Construction.
The provisions of this Agreement relating to Subsidiaries           shall only apply
during such times as the Company has one or more Subsidiaries.           NOTHING
CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED TO PERMIT ANY ACT OR           OMISSION
WHICH IS PROHIBITED BY THE TERMS OF ANY COLLATERAL DOCUMENT, THE           COVENANTS AND
AGREEMENTS CONTAINED HEREIN BEING IN ADDITION TO AND NOT IN           SUBSTITUTION FOR
THE COVENANTS AND AGREEMENTS CONTAINED IN THE COLLATERAL           DOCUMENTS.  




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        Section 13.22.       Each
Lender’s Obligations Several. The obligations of the Lenders           hereunder
are several and not joint. Nothing contained in this Agreement and no           action
taken by the Lenders pursuant hereto shall be deemed to constitute the           Lenders
a partnership, association, joint venture or other entity.  




        Section 13.23.       Submission
to Jurisdiction; Waiver of Jury Trial. The Borrowers and the           Guarantors
hereby submit to the nonexclusive jurisdiction of the United States           District
Court for the Northern District of Illinois and of any Illinois State           court
sitting in the City of Chicago for purposes of all legal proceedings           arising
out of or relating to this Agreement, the other Loan Documents or the
          transactions contemplated hereby or thereby. The Borrowers and the Guarantors
          irrevocably waive, to the fullest extent permitted by law, any objection which
          they may now or hereafter have to the laying of the venue of any such
proceeding           brought in such a court and any claim that any such proceeding
brought in such a           court has been brought in an inconvenient forum. THE
BORROWERS, THE GUARANTORS,           THE ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY
IRREVOCABLY WAIVE ANY AND ALL           RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO ANY           LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY.  




        Section 13.24.       USA
Patriot Act. Each Lender that is subject to the requirements of the           USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
          (the “Act”) hereby notifies each Borrower that pursuant to the
          requirements of the Act, it is required to obtain, verify, and record
          information that identifies each Borrower, which information includes the name
          and address of each Borrower and other information that will allow such Lender
          to identify each Borrower in accordance with the Act.  




        Section
13.25.         Confidentiality. Each of the Administrative Agent, the Lenders and the
L/C Issuer agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and other
advisors to the extent any such Person has a need to know such Information (it being
understood that the Persons to whom such disclosure is made will first be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (A) any assignee of or
participant in, or any prospective assignee of or participant in, any of its rights or
obligations under this Agreement or (B) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to any Borrower or any
Subsidiary and its obligations, (g) with the prior written consent of the Company,
(h) to the extent such Information (A) becomes publicly available other than as
a result of a breach of this Section or (B) becomes available to the Administrative
Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than a
Borrower or Subsidiary or any of their directors, officers, employees or agents, including
accountants, legal counsel and other advisors, (i) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Loans or Commitments
hereunder, or (j) to entities which compile and publish information about the syndicated
loan market, provided that only basic information about the pricing and structure
of the transaction evidenced hereby may be disclosed pursuant to this subsection (j). 




-77- 









        For
purposes of this Section, “Information” means all information received
from the Company or any of the Subsidiaries relating to the Company or any of the
Subsidiaries or any of their respective businesses, other than any such information that
is available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Company or such Subsidiary,
provided that, in the case of information received from the Company or a Subsidiary
after the date hereof, such information is clearly identified at the time of delivery as
confidential. 



        Section 13.26.       Currency. Each
reference in this Agreement to U.S. Dollars or to an           Alternative Currency (the
“relevant currency”) is of the           essence. To the fullest extent
permitted by law, the obligation of each Borrower           and each Guarantor in respect
of any amount due in the relevant currency under           this Agreement shall,
notwithstanding any payment in any other currency (whether           pursuant to a
judgment or otherwise), be discharged only to the extent of the           amount in the
relevant currency that the Person entitled to receive such payment           may, in
accordance with normal banking procedures, purchase with the sum paid in           such
other currency (after any premium and costs of exchange) on the Business           Day
immediately following the day on which such Person receives such payment. If
          the amount of the relevant currency so purchased is less than the sum
originally           due to such Person in the relevant currency, the applicable Borrower
or relevant           Guarantor agrees, as a separate obligation and notwithstanding any
such           judgment, to indemnify such Person against such loss, and if the amount of
the           specified currency so purchased exceeds the sum of (a) the amount
          originally due to the relevant Person in the specified currency plus
          (b) any amounts shared with other Lenders as a result of allocations of
          such excess as a disproportionate payment to such Person under Section 13.7
          hereof, such Person agrees to remit such excess to the Borrower.  




[SIGNATURE PAGES TO
FOLLOW] 













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



		“COMPANY”, “BORROWER” AND 
    “GUARANTOR”
	
	GEHL COMPANY
	

 	By:  /s/ James J. Monnat
		        Name: James J. Monnat
		        Title: Treasurer
	

 	“SUBSIDIARY BORROWERS” AND 
    “GUARANTORS”
	
 	COMPACT EQUIPMENT ATTACHMENTS INC.
	

 	By:  /s/ Thomas M. Rettler
		        Name: Thomas M. Rettler
		        Title: Vice President and Treasurer
	

 	GEHL POWER PRODUCTS, INC.
	

 	By:  /s/ Thomas M. Rettler
		        Name: Thomas M. Rettler
		        Title: Vice President and Treasurer
	

 	MUSTANG MANUFACTURING COMPANY, INC.
	

 	By:  /s/ Thomas M. Rettler
		        Name: Thomas M. Rettler
		        Title: Vice President and Treasurer









S-1 


















		“LENDERS”
	
 	BANK OF MONTREAL, in its individual capacity 
		as a L/C Issuer, and as Administrative Agent
	

 	By  /s/ Danjuma G. Gibson
		        Name  Danjuma G. Gibson
		        Title  Vice President
	

 	BMO CAPITAL MARKETS FINANCING, INC., as 
		Swing Line Lender and a Lender
	

 	By  /s/ Danjuma G. Gibson
		        Name  Danjuma G. Gibson
		        Title  Vice President
	

 	Address:
		111 West Monroe Street, 10th Floor
		Chicago, Illinois 60603
		Attention:    Danjuma Gibson
		Telecopy:    (312) 293-5068
		Telephone:  (312) 461-7100













S-2 





















		JPMORGAN CHASE BANK, N.A.
	

	By  /s/ Stephen L. Mayer
		        Name  Stephen L. Mayer
		        Title  Vice President
	

	Address:
		20975 Swenson Drive, Suite 110
		Waukesha, Wisconsin 53186
		Attention:    Stephen Mayer
		Telecopy:    (262) 717-7539
		Telephone:  (262) 798-7810





 













S-3 












		LASALLE BANK NATIONAL ASSOCIATION
	

 	By  /s/ Jeff Janza
		        Name  Jeff Janza
		        Title  First Vice President
	

 	Address:
		411 E. Wisconsin Avenue, Suite 2300
		Milwaukee, Wisconsin 53202
		Attention:    Jeff Janza, CFA
		Telecopy:    (414) 224-0071
		Telephone:  (414) 224-0394

















S-4 









		WELLS FARGO BANK, NATIONAL 
    ASSOCIATION
	

 	By  /s/ Paul J. Hennessy
		        Name  Paul J. Hennessy
		        Title  Vice President
	

 	Address:
		100 E. Wisconsin Avenue, Suite 1400
		Milwaukee, Wisconsin 53202
		Attention:    Paul Hennessy
		Telecopy:    (414) 224-7410
		Telephone:  (414) 224-7405

















S-5 












		M & I MARSHALL & ILSLEY BANK
	

 	By  /s/ Ronald J. Carey
		        Name  Ronald J. Carey
		        Title  Vice President
	

 	By  /s/ James R. Miller
		        Name  James R. Miller
		        Title  Senior Vice President
	

 	Address:
		770 North Water Street, NW-18
		Milwaukee, Wisconsin 53202
		Attention:    Ronald Carey
		Telecopy:    (414) 765-7625
		Telephone:  (414) 765-7439




















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