EXECUTION COPY











                           THREE YEAR CREDIT AGREEMENT

                           Dated as of October 6, 2000

                                      among

                           COACHMEN INDUSTRIES, INC.,

                            THE LENDERS NAMED HEREIN,

                               FLEET NATIONAL BANK
                              as Syndication Agent,

                          KEYBANK NATIONAL ASSOCIATION
                             as Documentation Agent

                                       and

                                  BANK ONE, NA
                             as Administrative Agent

                         BANC ONE CAPITAL MARKETS, INC.
                       Lead Arranger and Sole Book Runner




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


ARTICLE I  DEFINITIONS.........................................................1


ARTICLE II  THE CREDITS.......................................................12

         2.1.     Commitment..................................................12
         2.2.     Required Payments; Termination..............................12
         2.3.     Ratable Loans...............................................12
         2.4.     Types of Advances...........................................12
         2.5.     Swing Line Loans............................................12
         2.6.     Facility Fee; Reductions and Increases in Aggregate
                  Commitment..................................................14
         2.7.     Minimum Amount of Each Advance..............................15
         2.8.     Optional Principal Payments.................................15
         2.9.     Method of Selecting Types and Interest Periods for
                  New Advances................................................15
         2.10.    Conversion and Continuation of Outstanding Advances.........16
         2.11.    Changes in Interest Rate, etc...............................16
         2.12.    Rates Applicable After Default..............................17
         2.13.    Method of Payment...........................................17
         2.14.    Noteless Agreement; Evidence of Indebtedness................17
         2.15.    Telephonic Notices..........................................18
         2.16.    Interest Payment Dates; Interest and Fee Basis..............18
         2.17.    Notification of Advances, Interest Rates, Prepayments
                  and Commitment Reductions and Increases.....................19
         2.18.    Lending Installations.......................................19
         2.19.    Non-Receipt of Funds by the Agent...........................19
         2.20.    Replacement of Lender.......................................19

ARTICLE III  YIELD PROTECTION; TAXES..........................................20

         3.1.     Yield Protection............................................20
         3.2.     Changes in Capital Adequacy Regulations.....................21
         3.3.     Availability of Types of Advances...........................21
         3.4.     Funding Indemnification.....................................21
         3.5.     Taxes.......................................................21
         3.6.     Lender Statements; Survival of Indemnity....................23

ARTICLE IV  CONDITIONS PRECEDENT..............................................23

         4.1.     Initial Advance.............................................23
         4.2.     Each Advance................................................25

ARTICLE V  REPRESENTATIONS AND WARRANTIES.....................................25

         5.1.     Existence and Standing......................................25
         5.2.     Authorization and Validity..................................25

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         5.3.     No Conflict; Government Consent.............................25
         5.4.     Financial Statements........................................26
         5.5.     Material Adverse Change.....................................26
         5.6.     Taxes.......................................................26
         5.7.     Litigation and Contingent Obligations.......................26
         5.8.     Subsidiaries................................................27
         5.9.     ERISA.......................................................27
         5.10.    Accuracy of Information.....................................27
         5.11.    Regulation U................................................27
         5.12.    Material Agreements.........................................27
         5.13.    Compliance With Laws........................................27
         5.14.    Ownership of Properties.....................................28
         5.15.    Plan Assets; Prohibited Transactions........................28
         5.16.    Environmental Matters.......................................28
         5.17.    Investment Company Act......................................28
         5.18.    Public Utility Holding Company Act..........................28
         5.19.    Insurance...................................................28

ARTICLE VI  COVENANTS.........................................................28

         6.1.     Financial Reporting.........................................29
         6.2.     Use of Proceeds.............................................30
         6.3.     Notice of Default...........................................30
         6.4.     Conduct of Business.........................................30
         6.5.     Taxes.......................................................30
         6.6.     Insurance...................................................30
         6.7.     Compliance with Laws........................................30
         6.8.     Maintenance of Properties...................................31
         6.9.     Inspection..................................................31
         6.10.    Dividends...................................................31
         6.11.    Indebtedness................................................31
         6.12.    Merger......................................................32
         6.13.    Sale of Assets..............................................32
         6.14.    Investments and Acquisitions................................32
         6.15.    Liens.......................................................33
         6.16.    Affiliates..................................................34
         6.17.    Guarantors; Pledge of Stock of Foreign Subsidiaries.........34
         6.18.    Financial Covenants.........................................34

ARTICLE VII  DEFAULTS.........................................................35


ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES..................37

         8.1.     Acceleration................................................37
         8.2.     Amendments..................................................38
         8.3.     Preservation of Rights......................................38

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ARTICLE IX  GENERAL PROVISIONS................................................39

         9.1.     Survival of Representations.................................39
         9.2.     Governmental Regulation.....................................39
         9.3.     Headings....................................................39
         9.4.     Entire Agreement............................................39
         9.5.     Several Obligations; Benefits of this Agreement.............39
         9.6.     Expenses; Indemnification...................................39
         9.7.     Numbers of Documents........................................40
         9.8.     Accounting..................................................40
         9.9.     Severability of Provisions..................................40
         9.10.    Nonliability of Lenders.....................................40
         9.11.    Confidentiality.............................................40
         9.12.    Nonreliance.................................................41
         9.13.    Disclosure..................................................41

ARTICLE X  THE AGENT..........................................................41

         10.1.    Appointment; Nature of Relationship.........................41
         10.2.    Powers......................................................41
         10.3.    General Immunity............................................41
         10.4.    No Responsibility for Loans, Recitals, etc..................41
         10.5.    Action on Instructions of Lenders...........................42
         10.6.    Employment of Agents and Counsel............................42
         10.7.    Reliance on Documents; Counsel..............................42
         10.8.    Agent's Reimbursement and Indemnification...................42
         10.9.    Notice of Default...........................................43
         10.10.   Rights as a Lender..........................................43
         10.11.   Lender Credit Decision......................................43
         10.12.   Successor Agent.............................................43
         10.13.   Agent and Arranger Fees.....................................44
         10.14.   Delegation to Affiliates....................................44
         10.15.   Collateral Releases.........................................44
         10.16.   Co-Agents, Documentation Agent, Syndication Agent, etc......44

ARTICLE XI  SETOFF; RATABLE PAYMENTS..........................................45

         11.1.    Setoff......................................................45
         11.2.    Ratable Payments............................................45

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................45

         12.1.    Successors and Assigns......................................45
         12.2.    Participations..............................................46
         12.3.    Assignments.................................................46
         12.4.    Dissemination of Information................................47
         12.5.    Tax Treatment...............................................47

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ARTICLE XIII  NOTICES.........................................................48

         13.1.    Notices.....................................................48
         13.2.    Change of Address...........................................48

ARTICLE XIV  COUNTERPARTS.....................................................48


ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
            TRIAL.............................................................48

         15.1.    CHOICE OF LAW...............................................48
         15.2.    CONSENT TO JURISDICTION.....................................48
         15.3.    WAIVER OF JURY TRIAL........................................49


         EXHIBITS

Exhibit A1        -       Form of Borrower's General Counsel's Opinion
Exhibit A2        -       Form of Borrower's Special Illinois Counsel's Opinion
Exhibit B         -       Form of Compliance Certificate
Exhibit C         -       Form of Assignment Agreement
Exhibit D         -       Form of Loan/Credit Related Money Transfer Instruction
Exhibit E         -       Form of Promissory Note



         SCHEDULES

Pricing Schedule
Schedule 5.7      -       Litigation and Contingent Obligations
Schedule 5.8      -       Subsidiaries
Schedule 5.14     -       Ownership of Properties
Schedule 5.16     -       Environmental Matters
Schedule 6.11     -       Existing Indebtedness
Schedule 6.14     -       Existing Investments
Schedule 6.15     -       Existing Liens



<PAGE>



                           THREE YEAR CREDIT AGREEMENT

         This  Agreement,  dated  as of  October  6,  2000,  is  among  Coachmen
Industries,  Inc.,  the Lenders,  Fleet  National  Bank, as  Syndication  Agent,
KeyBank  National  Association,  as  Documentation  Agent,  and Bank One,  NA, a
national banking  association having its principal office in Chicago,  Illinois,
as Administrative Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

         As used in this Agreement:

         "Acquisition"   means  any  transaction,   or  any  series  of  related
transactions,  consummated on or after the date of this Agreement,  by which the
Borrower or any of its  Subsidiaries  (i) acquires any going  business or all or
substantially  all of the assets of any firm,  corporation or limited  liability
company,  or division  thereof,  whether through  purchase of assets,  merger or
otherwise or (ii) directly or indirectly  acquires (in one transaction or as the
most recent  transaction  in a series of  transactions)  at least a majority (in
number of votes) of the securities of a corporation  which have ordinary  voting
power for the election of  directors  (other than  securities  having such power
only by reason of the happening of a  contingency)  or a majority (by percentage
or voting power) of the  outstanding  ownership  interests of a  partnership  or
limited liability company.

         "Advance" means a borrowing  hereunder,  (i) made by some or all of the
Lenders on the same  Borrowing  Date,  or (ii)  converted  or  continued  by the
Lenders on the same date of conversion or  continuation,  consisting,  in either
case, of the aggregate  amount of the several Loans of the same Type and, in the
case of Eurodollar Loans, for the same Interest Period. The term "Advance" shall
include Swing Line Loans unless otherwise expressly provided.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to control another Person if the controlling  Person owns 10% or
more of any class of voting  securities  (or other  ownership  interests) of the
controlled Person or possesses,  directly or indirectly,  the power to direct or
cause the  direction of the  management  or policies of the  controlled  Person,
whether through ownership of stock, by contract or otherwise.

         "Agent" means Bank One in its capacity as contractual representative of
the  Lenders  pursuant  to Article X, and not in its  individual  capacity  as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate  Commitment"  means the aggregate of the  Commitments of all
the Lenders,  as  increased  or reduced from time to time  pursuant to the terms
hereof. As of the date hereof, the Aggregate Commitment is $103,333,334.

         "Aggregate  Outstanding  Credit  Exposure"  means,  at  any  time,  the
aggregate of the Outstanding Credit Exposure of all the Lenders.


<PAGE>

         "Agreement"  means  this  credit  agreement,  as it may be  amended  or
modified and in effect from time to time.

         "Agreement  Accounting  Principles" means generally accepted accounting
principles  as in effect in the United  States  from time to time,  applied in a
manner consistent with that used in preparing the financial  statements referred
to in Section 5.4.

         "Alternate Base Rate" means,  for any day, a rate of interest per annum
equal to the  higher of (i) the Prime  Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Facility Fees are accruing on the Aggregate  Commitment (without regard
to usage) at such time as set forth in the Pricing Schedule.

         "Applicable  Margin" means, with respect to Advances of any Type at any
time,  the  percentage  rate per  annum  which is  applicable  at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger"   means  Banc  One  Capital   Markets,   Inc.,   a  Delaware
corporation,  and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized   Officer"  means  any  of  the  chief  executive  officer,
president,  chief operating officer,  chief financial officer,  chief accounting
officer or treasurer of the Borrower, acting singly.

         "Available  Aggregate  Commitment"  means,  at any time,  the Aggregate
Commitment  then in effect minus the Aggregate  Outstanding  Credit  Exposure at
such time.

         "Bank One" means Bank One, NA, a national  banking  association  having
its principal office in Chicago,  Illinois, in its individual capacity,  and its
successors.

         "Borrower" means Coachmen Industries, Inc., an Indiana corporation, and
its successors and assigns.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally  are open in  Chicago  and New York for the  conduct  of
substantially  all  of  their  commercial  lending  activities,  interbank  wire
transfers  can be made on the  Fedwire  system  and  dealings  in United  States
dollars  are  carried on in the London  interbank  market and (ii) for all other
purposes,  a day (other than a Saturday or Sunday) on which banks  generally are
open in Chicago for the conduct



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of substantially all of their commercial  lending  activities and interbank wire
transfers can be made on the Fedwire system.

         "Capitalized  Lease" of a Person  means any lease of  Property  by such
Person as lessee which would be  capitalized  on a balance  sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized  Lease  Obligations"  of a Person  means the amount of the
obligations  of such Person under  Capitalized  Leases which would be shown as a
liability  on a  balance  sheet  of such  Person  prepared  in  accordance  with
Agreement Accounting Principles.

         "Cash Equivalent  Investments" means (i) short-term  obligations of, or
fully  guaranteed by, the United States of America,  (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's,  (iii) demand deposit accounts
maintained  in the ordinary  course of business,  (iv)  certificates  of deposit
issued by and time deposits with commercial banks (whether  domestic or foreign)
having capital and surplus in excess of $100,000,000,  (v) fully  collateralized
repurchase  agreements  with a term of not  more  than 30  days  for  securities
described  in clause (i) above and  entered  into with a  financial  institution
satisfying  the  criteria  described  in  clause  (iv)  above,  (vi)  short-term
obligations consisting of discount notes issued by the Federal National Mortgage
Association  (FNMA), the Federal Farm Credit Banks Funding  Corporation  (FFCB),
the Federal Home Loan Bank System (FHLB), the Student Loan Marketing Association
(SLMA) or the Federal Home Loan Mortgage  Corporation  (FHLMC), and (vii) shares
of money market  mutual funds  having net assets in excess of  $500,000,000  the
investments  of which are  limited  to one or more of the  types of  investments
described in clauses (i), (ii), (iii),  (iv), (v) and (vi) above,  provided that
such mutual funds have maturities which occur or redemption or withdrawal rights
which are  exercisable no later than one year from the date of  investment;  and
provided  further in the case of  investments  described  in clauses (i) through
(vi) above,  that the same  provide for payment of both  principal  and interest
(and  not  principal  alone  or  interest  alone)  and  are not  subject  to any
contingency regarding the payment of principal or interest.

         "Change in Control" means (i) the acquisition by any Person,  or two or
more Persons acting in concert,  of beneficial  ownership (within the meaning of
Rule  13d-3 of the  Securities  and  Exchange  Commission  under the  Securities
Exchange Act of 1934) of 20% or more of the  outstanding  shares of voting stock
of the  Borrower or (ii) the  majority of the Board of Directors of the Borrower
fails to consist of Continuing Directors.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise  modified  from  time to  time,  and any  rule  or  regulation  issued
thereunder.

         "Collateral Documents" means, collectively, all agreements, instruments
and documents  executed in connection  with this  Agreement that are intended to
create or  evidence  Liens to secure  the  Obligations  or the  Guaranty  of the
Obligations,  including,  without  limitation,  any  pledge  agreement  executed
pursuant to the terms of Section 6.17(b).

         "Commitment"  means, for each Lender,  the obligation of such Lender to
make  Revolving  Loans not exceeding the amount set forth opposite its signature
below,  as it may be  modified  as a




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<PAGE>



result of any assignment that has become effective pursuant to Section 12.3.2 or
as otherwise modified from time to time pursuant to the terms hereof.

         "Commitment Increase Request" is defined in Section 2.6(c).

         "Consolidated  EBIT" means  Consolidated Net Income plus, to the extent
deducted from revenues in determining  Consolidated Net Income, (i) Consolidated
Interest  Expense  and (ii)  expense for taxes paid or  accrued,  minus,  to the
extent included in Consolidated Net Income,  extraordinary  gains realized other
than in the ordinary course of business, all calculated for the Borrower and its
Subsidiaries on a consolidated basis.

         "Consolidated  EBITDA"  means  Consolidated  EBIT  plus,  to the extent
deducted from revenues in determining  Consolidated Net Income, (i) depreciation
and (ii)  amortization of  intangibles,  all calculated for the Borrower and its
Subsidiaries on a consolidated basis.

         "Consolidated  Interest  Expense" means,  with reference to any period,
the  interest  expense of the  Borrower  and its  Subsidiaries  calculated  on a
consolidated basis for such period.

         "Consolidated Net Income" means, with reference to any period,  the net
after-tax income (or loss) of the Borrower and its Subsidiaries  calculated on a
consolidated  basis for such period,  excluding minority interests and including
only dividends  actually received by the Borrower from any entity which is not a
Subsidiary.

         "Consolidated   Net   Worth"   means  at  any  time  the   consolidated
stockholders'  equity  of the  Borrower  and its  Subsidiaries  calculated  on a
consolidated basis as of such time.

         "Consolidated  Tangible Net Worth" means  Consolidated Net Worth minus,
to the extent included as assets in determining  Consolidated Net Worth, the net
book value of all (i) goodwill,  including,  without  limitation,  the excess of
cost over book value of any asset, (ii)  organization or experimental  expenses,
(iii)  unamortized debt discount and expense,  (iv) patents,  trademarks,  trade
names and copyrights, (v) treasury stock, (vi) franchises, licenses and permits,
and (vii)  other  assets  which are deemed  intangible  assets  under  Agreement
Accounting Principles.

         "Consolidated  Total  Debt" means at any time the  Indebtedness  of the
Borrower and its  Subsidiaries  calculated  on a  consolidated  basis as of such
time,  including  all  Off-Balance  Sheet  Liabilities  of the  Borrower and its
Subsidiaries  calculated on a consolidated  basis as of such time  regardless of
the treatment of such Off-Balance Sheet  Liabilities under Agreement  Accounting
Principles.

         "Continuing  Director"  means,  as of any  date of  determination,  any
member of the board of  directors  of the  Company  who (a) was a member of such
board of  directors  on the date hereof,  or (b) was  nominated  for election or
elected to such board of directors with the approval of the Continuing Directors
who were members of such board at the time of such nomination or election.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Default" means an event described in Article VII.



                                       4
<PAGE>


         "Domestic  Subsidiary" means any Subsidiary organized under the laws of
the United States of America, any State thereof or the District of Columbia.

         "Environmental  Laws"  means  any and all  federal,  state,  local  and
foreign statutes,  laws, judicial  decisions,  regulations,  ordinances,  rules,
judgments, orders, decrees, plans, injunctions,  permits,  concessions,  grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the  protection of the  environment,  (ii) the effect of the  environment on
human  health,   (iii)   emissions,   discharges  or  releases  of   pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land,  or  (iv)  the  manufacture,  processing,  distribution,  use,  treatment,
storage, disposal, transport or handling of pollutants,  contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "ERISA  Affiliate"  means,  with  respect to any  Person,  any trade or
business (whether or not incorporated)  which,  together with such Person or any
Subsidiary of such Person,  would be treated as a single  employer under Section
414 of the Code.

         "Eurodollar  Advance"  means an  Advance  which,  except  as  otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.
         "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for
the relevant  Interest  Period,  the  applicable  British  Bankers'  Association
Interest  Settlement  Rate for  deposits in U.S.  dollars  appearing  on Reuters
Screen FRBD as of 11:00 a.m.  (London time) two Business Days prior to the first
day of such  Interest  Period,  and  having a  maturity  equal to such  Interest
Period,  provided that, (i) if Reuters Screen FRBD is not available to the Agent
for any reason,  the applicable  Eurodollar Base Rate for the relevant  Interest
Period shall instead be the applicable  British  Bankers'  Association  Interest
Settlement Rate for deposits in U.S.  dollars as reported by any other generally
recognized  financial  information  service as of 11:00 a.m.  (London  time) two
Business  Days  prior to the first day of such  Interest  Period,  and  having a
maturity  equal to such Interest  Period,  and (ii) if no such British  Bankers'
Association  Interest  Settlement Rate is available to the Agent, the applicable
Eurodollar Base Rate for the relevant  Interest Period shall instead be the rate
determined by the Agent to be the rate at which Bank One or one of its Affiliate
banks offers to place  deposits in U.S.  dollars with  first-class  banks in the
London interbank  market at approximately  11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period,  in the approximate  amount
of Bank One's  relevant  Eurodollar  Loan and  having a  maturity  equal to such
Interest Period.

         "Eurodollar Loan" means a Loan which,  except as otherwise  provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means,  with respect to a Eurodollar  Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate  applicable to such Interest  Period,  divided by (b) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  plus
(ii) the Applicable Margin.


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<PAGE>


         "Excluded  Taxes"  means,  in the  case of each  Lender  or  applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the  jurisdiction  under the laws of which
such Lender or the Agent is incorporated  or organized or (ii) the  jurisdiction
in which  the  Agent's  or such  Lender's  principal  executive  office  or such
Lender's applicable Lending Installation is located.

         "Exhibit"  refers  to an  exhibit  to this  Agreement,  unless  another
document is specifically referenced.

         "Facility Fee" is defined in Section 2.6(a).

         "Facility  Termination  Date" means October 6, 2003 or any earlier date
on which the  Aggregate  Commitment  is reduced to zero or otherwise  terminated
pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the  weighted  average of the rates on  overnight  Federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
funds  brokers on such day, as published  for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York,  or, if such rate is not so  published  for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions  received by the Agent from three Federal
funds  brokers  of  recognized  standing  selected  by the  Agent  in  its  sole
discretion.

         "Floating  Rate" means,  for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable  Margin,  in each case
changing when and as the Alternate Base Rate changes.

         "Floating  Rate Advance"  means an Advance  which,  except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which,  except as otherwise  provided
in Section 2.11, bears interest at the Floating Rate.

         "Foreign  Subsidiary"  means  any  Subsidiary  that  is not a  Domestic
Subsidiary.

         "Guarantor"  means each Subsidiary that executes the Guaranty  pursuant
to the terms of Section 6.17(a), and its successors and assigns.

         "Guaranty" means that certain Subsidiary  Guaranty dated as of the date
hereof,  executed  by the  Guarantors  in favor of the  Agent,  for the  ratable
benefit of the Lenders,  as it may be  supplemented,  amended or modified and in
effect from time to time.

         "Indebtedness"  of  a  Person  means,  without  duplication,   (a)  the
obligations of such Person (i) for borrowed money, (ii) under or with respect to
notes payable and drafts accepted which represent  extensions of credit (whether
or not  representing  obligations  for  borrowed  money) to such  Person,  (iii)
constituting  reimbursement obligations with respect to letters of credit issued
for the  account  of such  Person  or (iv) for the  deferred  purchase  price of
property or services other than current accounts payable arising in the ordinary
course of business  on terms




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<PAGE>


customary in the trade,  (b) the obligations of others,  whether or not assumed,
secured by Liens on property of such Person or payable out of the proceeds of or
production from property now or hereafter owned or acquired by such Person,  (c)
the Capitalized  Lease  Obligations of such Person,  (d) the obligations of such
Person  under  guaranties  by  such  Person  of  any  Indebtedness  (other  than
obligations  for  borrowed  money  incurred to finance the  purchase of property
leased to such Person  pursuant to a  Capitalized  Lease of such  Person) of any
other  Person,   and  (e)   Off-Balance   Sheet   Liabilities  of  such  Person.
"Indebtedness"  shall not include  customary  repurchase  agreements  related to
dealer stock.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one,  two,  three or six months  commencing on a Business Day selected by the
Borrower  pursuant to this Agreement.  Such Interest Period shall end on the day
which  corresponds  numerically  to such  date  one,  two,  three or six  months
thereafter,   provided,   however,   that  if  there  is  no  such   numerically
corresponding  day in such next,  second,  third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next,  second,  third
or sixth  succeeding  month.  If an Interest Period would otherwise end on a day
which  is not a  Business  Day,  such  Interest  Period  shall  end on the  next
succeeding  Business  Day,  provided,  however,  that  if said  next  succeeding
Business Day falls in a new calendar  month,  such Interest  Period shall end on
the immediately preceding Business Day.

         "Investment"   of  a  Person  means  any  loan,   advance  (other  than
commission,  travel and similar  advances to officers and employees  made in the
ordinary  course  of  business),   extension  of  credit  (other  than  accounts
receivable  arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person;  stocks,  bonds, mutual funds,
partnership  interests,  notes,  debentures  or other  securities  owned by such
Person;  any deposit  accounts and  certificate of deposit owned by such Person;
and  structured  notes,  derivative  financial  instruments  and  other  similar
instruments or contracts owned by such Person.

         "Lenders" means the lending  institutions listed on the signature pages
of this Agreement and their respective successors and assigns.  Unless otherwise
specified,  the term  "Lenders"  includes Bank One in its capacity as Swing Line
Lender.

         "Lending  Installation"  means,  with respect to a Lender or the Agent,
the office,  branch,  subsidiary or affiliate of such Lender or the Agent listed
on the  signature  pages hereof or on a Schedule or  otherwise  selected by such
Lender or the Agent pursuant to Section 2.17.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Total Debt outstanding on such date to (ii) Consolidated EBITDA for
the Borrower's then most-recently ended four fiscal quarters.

         "Lien"  means  any  lien  (statutory  or  other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement).

         "Loan" means a Revolving Loan or a Swing Line Loan.



                                       7
<PAGE>

         "Loan  Documents"  means this  Agreement,  any Notes issued pursuant to
Section 2.13, the Collateral Documents and the Guaranty.

         "Loan Party" means the Borrower and each Guarantor.

         "Material  Adverse  Effect" means a material  adverse effect on (i) the
business, Property,  condition (financial or otherwise),  results of operations,
or prospects of the Borrower  and its  Subsidiaries  taken as a whole,  (ii) the
ability of the Borrower to perform its  obligations  under the Loan Documents to
which it is a party, or (iii) the validity or  enforceability of any of the Loan
Documents or the rights or remedies of the Agent or the Lenders thereunder.

         "Material Indebtedness" is defined in Section 7.5.

         "Material  Subsidiary"  means any  Subsidiary of the Borrower which (i)
represents  more  than 5% of the  consolidated  assets of the  Borrower  and its
Subsidiaries as would be shown in the consolidated  financial  statements of the
Borrower and its  Subsidiaries  as at the end of the four fiscal  quarter period
ending with the fiscal quarter  immediately prior to the fiscal quarter in which
such  determination  is made,  or (ii) is  responsible  for more  than 5% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial  statements referred to in clause (i)
above.

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

         "Multiemployer  Plan"  means any  "multiemployer  plan" as  defined  in
Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.13.

         "Notice of Assignment" is defined in Section 12.3.2.

         "Obligations"  means all unpaid  principal  of and  accrued  and unpaid
interest  on  the  Loans,   all  accrued  and  unpaid  fees  and  all  expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender,  the Agent or any  indemnified  party  arising  under the Loan
Documents.

         "Off-Balance  Sheet  Liability"  of a Person  means (i) any  repurchase
obligation  or  liability  of such  Person  with  respect to  accounts  or notes
receivable sold by such Person,  (ii) any liability under any Sale and Leaseback
Transaction  which is not a Capitalized  Lease,  (iii) any  liability  under any
financing lease or so-called  "synthetic lease" transaction entered into by such
Person,  or (iv) any  obligation  arising with respect to any other  transaction
which is the functional  equivalent of or takes the place of borrowing but which
does not  constitute  a liability  on the  balance  sheets of such  Person,  but
excluding from this clause (iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized  Lease)  by  such  Person  as  lessee  which  has an  original  term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.



                                       8
<PAGE>

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding  Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate  principal amount of its Revolving Loans outstanding at
such  time,  plus (ii) an amount  equal to its Pro Rata  Share of the  aggregate
principal amount of Swing Line Loans outstanding at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment  Date" means the last day of each March,  June,  September and
December.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Permitted  Acquisition"  means any Acquisition made by the Borrower or
any of its Subsidiaries, provided that (i) as of the date of the consummation of
such  Acquisition,  no Default or Unmatured  Default  shall have occurred and be
continuing or would result from such  Acquisition,  and the  representation  and
warranty  contained  in Section  5.11 shall be true both before and after giving
effect  to  such  Acquisition,   (ii)  such  Acquisition  is  consummated  on  a
non-hostile basis pursuant to a negotiated acquisition agreement approved by the
board of directors or other applicable governing body of the seller or entity to
be  acquired,  and no material  challenge  to such  Acquisition  (excluding  the
exercise of appraisal  rights) shall be pending or threatened by any shareholder
or director  of the seller or entity to be  acquired,  (iii) the  business to be
acquired in such  Acquisition  is similar or related to one or more of the lines
of business in which the Borrower and its  Subsidiaries  are engaged on the date
hereof and is located in the United States or in Canada, and (iv) as of the date
of the  consummation of such  Acquisition,  all material  approvals  required in
connection therewith shall have been obtained.

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

         "Plan" means, with respect to any Person,  any pension plan (other than
a  Multiemployer  Plan)  subject to Title IV of ERISA or to the minimum  funding
standards of Section 412 of the Code which has been established or maintained by
such Person,  any  Subsidiary of such Person or any ERISA  Affiliate,  or by any
other  Person  if such  Person,  any  Subsidiary  of such  Person  or any  ERISA
Affiliate could have liability with respect to such pension plan.

         "Pricing  Schedule" means the Schedule  attached  hereto  identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not  necessarily
the lowest rate charged to any  customer),  changing when and as said prime rate
changes.

         "Prohibited Transaction" means any transaction involving any Plan which
is proscribed by Section 406 of ERISA or Section 4975 of the Code.

         "Property"  of a  Person  means  any and all  property,  whether  real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.


                                       9
<PAGE>

         "Pro Rata Share" means,  with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's  Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchase  Price"  means the  total  consideration  and  other  amounts
payable in connection  with any  Acquisition or Investment,  including,  without
limitation,  any portion of the consideration  payable in cash, the value of any
capital stock or other equity interests of the Borrower or any Subsidiary issued
as  consideration   for  such  Acquisition  or  Investment,   all  Indebtedness,
liabilities  and contingent  obligation  incurred or assumed in connection  with
such Acquisition or Investment and all transaction  costs and expenses  incurred
in connection with such Acquisition or Investment.

         "Purchasers" is defined in Section 12.3.1.

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor  thereto
or other  regulation  or  official  interpretation  of said  Board of  Governors
relating  to reserve  requirements  applicable  to member  banks of the  Federal
Reserve System.

         "Regulation  U" means  Regulation  U of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of  purchasing  or carrying  margin
stocks applicable to member banks of the Federal Reserve System.

         "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,
including  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.

         "Required  Lenders" means Lenders in the aggregate  having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders  in the  aggregate  holding  at least 51% of the  Aggregate  Outstanding
Credit Exposure.

         "Reserve  Requirement"  means, with respect to an Interest Period,  the
maximum  aggregate  reserve  requirement  (including  all  basic,  supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving  Loan" means,  with respect to a Lender,  such Lender's loan
made  pursuant  to its  commitment  to lend  set  forth in  Section  2.1 (or any
conversion or continuation thereof).

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

         "Sale and Leaseback  Transaction"  means any sale or other  transfer of
Property by any Person with the intent to lease such Property as lessee.



                                       10
<PAGE>

         "Schedule"  refers to a specific  schedule  to this  Agreement,  unless
another document is specifically referenced.

         "Section" means a numbered  section of this  Agreement,  unless another
document is specifically referenced.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(ii) any partnership,  limited liability company, association,  joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary  voting  power  of which  shall at the time be so owned or  controlled.
Unless otherwise  expressly  provided,  all references  herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

         "Substantial  Portion"  means,  with  respect  to the  Property  of the
Borrower and its  Subsidiaries,  Property which (i) represents  more than 10% of
the  consolidated  assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the end of the four fiscal  quarter  period  ending  with the fiscal  quarter
immediately prior to the fiscal quarter in which such  determination is made, or
(ii) is  responsible  for more than 10% of the  consolidated  net  income of the
Borrower and its Subsidiaries as reflected in the financial  statements referred
to in clause (i) above.

         "Swing Line Borrowing Notice" is defined in Section 2.5.2.

         "Swing Line  Commitment"  means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum  principal amount of $10,000,000 at any
one time outstanding.

         "Swing  Line  Lender"  means  Bank One or such other  Lender  which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement.

         "Swing Line Loan" means a Loan made  available  to the  Borrower by the
Swing Line Lender pursuant to Section 2.5.

         "Taxes"  means any and all  present or future  taxes,  duties,  levies,
imposts, deductions,  charges or withholdings,  and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "364-Day Credit  Agreement" means the 364-Day Credit Agreement dated as
of the date  hereof  among the  Borrower,  the  lenders  from time to time party
thereto, and Bank One as agent for such lenders.

         "Transferee" is defined in Section 12.4.

         "Type"  means,  with respect to any  Advance,  its nature as a Floating
Rate Advance or a Eurodollar Advance.



                                       11
<PAGE>

         "Unfunded  Benefit  Liabilities"  means, with respect to any Plan as of
any  date,  the  amount  of  the  unfunded  benefit  liabilities  determined  in
accordance with Section 4001(a)(18) of ERISA.

         "Unmatured  Default"  means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned  Subsidiary"  of a Person means (i) any Subsidiary all of
the  outstanding  voting  securities  of  which  shall  at the  time be owned or
controlled,  directly or indirectly,  by such Person or one or more Wholly-Owned
Subsidiaries  of such  Person,  or by such  Person and one or more  Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association,  joint  venture  or  similar  business  organization  100%  of  the
ownership  interests  having ordinary voting power of which shall at the time be
so owned or controlled.

         The  foregoing  definitions  shall be  equally  applicable  to both the
singular and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDITS
                                   -----------

         2.1.  Commitment.  From and  including  the date of this  Agreement and
prior to the Facility  Termination  Date, each Lender severally  agrees,  on the
terms and conditions set forth in this Agreement,  to make Loans to the Borrower
from time to time in  amounts  not to exceed  in the  aggregate  at any one time
outstanding its Pro Rata Share of the Available Aggregate  Commitment,  provided
that at no time shall the aggregate  principal  amount of the Loans  outstanding
hereunder  exceed  the  Aggregate  Commitment.  Subject  to the  terms  of  this
Agreement,  the Borrower may borrow, repay and reborrow at any time prior to the
Facility Termination Date. The Commitments to lend hereunder shall expire on the
Facility Termination Date.

         2.2. Required Payments;  Termination.  Any outstanding Advances and all
other unpaid  Obligations  shall be paid in full by the Borrower on the Facility
Termination Date.

         2.3. Ratable Loans.  Each Advance  hereunder (other than any Swing Line
Loan) shall consist of Revolving  Loans made from the several Lenders ratably in
proportion to the ratio that their respective  Commitments bear to the Aggregate
Commitment.

         2.4.  Types of Advances.  The Advances may be Floating Rate Advances or
Eurodollar  Advances,  or a  combination  thereof,  selected by the  Borrower in
accordance  with  Sections  2.9 and 2.10,  or Swing Line Loans  selected  by the
Borrower in accordance with Section 2.5.

         2.5. Swing Line Loans.

         2.5.1.  Amount  of  Swing  Line  Loans.  Upon the  satisfaction  of the
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to
be made on the date of the initial Advance  hereunder,  the  satisfaction of the
conditions  precedent  set forth in Section 4.1 as well,  from and including the
date of this  Agreement and prior to the Facility  Termination  Date,  the



                                       12
<PAGE>


Swing  Line  Lender  agrees,  on the  terms  and  conditions  set  forth in this
Agreement,  to make  Swing Line  Loans to the  Borrower  from time to time in an
aggregate  principal  amount not to exceed the Swing Line  Commitment,  provided
that the Aggregate  Outstanding Credit Exposure shall not at any time exceed the
Aggregate Commitment,  and provided further that at no time shall the sum of (i)
the Swing Line  Lender's  Pro Rata Share of the Swing Line Loans,  plus (ii) the
outstanding  Revolving  Loans made by the Swing Line Lender  pursuant to Section
2.1,  exceed the Swing Line  Lender's  Commitment  at such time.  Subject to the
terms of this Agreement,  the Borrower may borrow, repay and reborrow Swing Line
Loans at any time prior to the Facility Termination Date.

         2.5.2.  Borrowing  Notice.  The Borrower shall deliver to the Agent and
the Swing Line Lender  irrevocable  notice (a "Swing Line Borrowing Notice") not
later than noon (Chicago  time) on the  Borrowing  Date of each Swing Line Loan,
specifying  (i) the  applicable  Borrowing  Date (which date shall be a Business
Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall
be an amount not less than $100,000. The Swing Line Loans shall bear interest at
the Floating Rate.

         2.5.3.  Making of Swing Line Loans.  Promptly  after receipt of a Swing
Line  Borrowing  Notice,  the Agent  shall  notify  each Lender by fax, or other
similar form of  transmission,  of the requested Swing Line Loan. Not later than
2:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line Lender
shall make  available  the Swing Line Loan,  in funds  immediately  available in
Chicago,  to the Agent at its address  specified  pursuant to Article XIII.  The
Agent  will  promptly  make the funds so  received  from the Swing  Line  Lender
available  to the  Borrower  on the  Borrowing  Date  at the  Agent's  aforesaid
address.

         2.5.4.  Repayment  of Swing Line  Loans.  Each Swing Line Loan shall be
paid in full by the Borrower on or before the fifth (5th) Business Day after the
Borrowing Date for such Swing Line Loan. In addition,  the Swing Line Lender (i)
may at any time in its sole  discretion  with respect to any  outstanding  Swing
Line Loan,  or (ii) shall on the fifth (5th)  Business  Day after the  Borrowing
Date of any Swing Line  Loan,  require  each  Lender  (including  the Swing Line
Lender) to make a Revolving  Loan in the amount of such  Lender's Pro Rata Share
of such Swing Line Loan (including, without limitation, any interest accrued and
unpaid  thereon),  for the purpose of repaying  such Swing Line Loan.  Not later
than noon  (Chicago  time) on the date of any notice  received  pursuant to this
Section 2.5.4, each Lender shall make available its required  Revolving Loan, in
funds  immediately  available  in Chicago to the Agent at its address  specified
pursuant to Article  XIII.  Revolving  Loans made pursuant to this Section 2.5.4
shall  initially  be Floating  Rate Loans and  thereafter  may be  continued  as
Floating Rate Loans or converted into Eurodollar Loans in the manner provided in
Section 2.10 and subject to the other  conditions and  limitations  set forth in
this  Article II.  Unless a Lender  shall have  notified  the Swing Line Lender,
prior to its making any Swing Line Loan, that any applicable condition precedent
set forth in  Sections  4.1 or 4.2 had not then been  satisfied,  such  Lender's
obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing
Line Loans shall be  unconditional,  continuing,  irrevocable  and  absolute and
shall not be affected by any circumstances,  including,  without limitation, (a)
any set-off, counterclaim,  recoupment, defense or other right which such Lender
may have against the Agent,  the Swing Line Lender or any other Person,  (b) the
occurrence or  continuance  of a Default or Unmatured  Default,  (c) any adverse
change in the condition  (financial  or  otherwise) of the Borrower,  or (d) any
other



                                       13
<PAGE>


circumstances, happening or event whatsoever. In the event that any Lender fails
to make  payment to the Agent of any amount due under this  Section  2.5.4,  the
Agent shall be entitled to receive, retain and apply against such obligation the
principal  and interest  otherwise  payable to such Lender  hereunder  until the
Agent  receives  such payment from such Lender or such  obligation  is otherwise
fully  satisfied.  In  addition to the  foregoing,  if for any reason any Lender
fails to make payment to the Agent of any amount due under this  Section  2.5.4,
such Lender shall be deemed, at the option of the Agent, to have unconditionally
and  irrevocably  purchased  from the Swing Line  Lender,  without  recourse  or
warranty,  an undivided  interest and participation in the applicable Swing Line
Loan in the amount of such Revolving  Loan, and such interest and  participation
may be recovered from such Lender together with interest  thereon at the Federal
Funds  Effective  Rate for each day during the period  commencing on the date of
demand  and  ending  on the  date  such  amount  is  received.  On the  Facility
Termination  Date,  the Borrower shall repay in full the  outstanding  principal
balance of the Swing Line Loans.

         2.6. Facility Fee; Reductions and Increases in Aggregate Commitment.

         (a)  Facility  Fee.  The  Borrower  agrees  to pay to the Agent for the
account of each Lender a facility fee (the  "Facility  Fee") at a per annum rate
equal to the Applicable Fee Rate on the daily amount of such Lender's Commitment
(regardless  of  usage)  from the date  hereof  to and  including  the  Facility
Termination  Date,  payable on each Payment Date  hereafter  and on the Facility
Termination Date.

         (b) Reductions in Aggregate  Commitment.  The Borrower may  permanently
reduce the Aggregate  Commitment in whole,  or in part ratably among the Lenders
in integral multiples of $5,000,000,  upon at least three Business Days' written
notice  to the  Agent,  which  notice  shall  specify  the  amount  of any  such
reduction,  provided,  however,  that the amount of the Aggregate Commitment may
not be reduced below the aggregate principal amount of the outstanding Advances.
All  accrued  Facility  Fees  shall  be  payable  on the  effective  date of any
termination of the obligations of the Lenders to make Loans hereunder.

         (c)  Increases in  Aggregate  Commitment.  The Borrower  shall have the
right, no more frequently than once in any twelve month period,  to request that
the Aggregate  Commitment be increased (each a "Commitment Increase Request") in
a minimum amount of $10,000,000 by obtaining additional Commitments, either from
one or more of the Lenders or one or more other lending  institutions,  provided
that the Aggregate Commitment hereunder,  together with the Aggregate Commitment
under (and as defined in) the 364-Day Credit Agreement, shall in no event exceed
$200,000,000  without the  consent of all of the  Lenders.  Any  increase in the
Aggregate   Commitment  pursuant  to  this  Section  2.6(c)  shall  be  effected
concurrently  with a proportionate  increase in the Aggregate  Commitment  under
(and as  defined  in) the  364-Day  Credit  Agreement.  In the  event  of such a
Commitment Increase Request,  each of the Lenders shall be given the opportunity
to participate in the requested  increase  ratably in the proportions that their
respective  Commitments bear to the Aggregate  Commitment.  No Lender shall have
any obligation to increase its Commitment  pursuant to a request by the Borrower
hereunder.  To the extent that all of the Lenders do not elect to participate in
such  requested  increase after being afforded an opportunity to do so, then the
Borrower  shall consult with the Agent as to the number,  identity and requested
Commitments of additional  financial  institutions  which the Borrower may, upon
the  written  consent  of the Agent  (which  consent  shall not be  unreasonably


                                       14
<PAGE>


withheld),  invite to participate in the Aggregate Commitment. In the event that
the  Borrower and one or more of the Lenders (or other  financial  institutions)
shall agree upon such an increase in the Aggregate Commitment, the Borrower, the
Agent and each Lender or other financial  institution  increasing its Commitment
or extending a new  Commitment  shall enter into an amendment to this  Agreement
setting forth the amounts of the  Commitments,  as so increased,  providing that
the financial  institutions  extending new Commitments  shall be Lenders for all
purposes of this Agreement and the other Loan Documents,  and setting forth such
additional  provisions as the Agent shall consider  reasonably  appropriate.  No
such  amendment  shall  require  the  approval  or consent  of any Lender  whose
Commitment  is not being  increased.  Upon the  execution  and  delivery of such
amendment as provided above,  and upon  satisfaction of such other conditions as
the Agent may reasonably specify upon the request of the financial  institutions
that are  increasing or extending  new  Commitments  (including  the delivery of
certificates,  evidence of corporate  authority and legal  opinions on behalf of
the  Borrower),  this  Agreement  shall be  deemed  to be  amended  accordingly.
Notwithstanding  anything  in  this  Section  2.6(c)  to the  contrary,  no such
increase in the  Aggregate  Commitment  shall be  effective  if (A) a Default or
Unmatured  Default shall exist on the date any such Commitment  Increase Request
is made or after  giving  effect to the  requested  increase or (B) the Borrower
shall have voluntarily reduced the Aggregate Commitment at any time prior to the
making of such Commitment Increase Request.

         2.7. Minimum Amount of Each Advance.  Each Eurodollar  Advance shall be
in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof),  and each Floating Rate Advance  (other than an Advance to repay Swing
Line Loans) shall be in the minimum  amount of  $5,000,000  (and in multiples of
$1,000,000  if in excess  thereof),  provided,  however,  that any Floating Rate
Advance may be in the amount of the unused Aggregate Commitment.

         2.8. Optional  Principal  Payments.  The Borrower may from time to time
pay, without penalty or premium,  all outstanding  Floating Rate Advances (other
than Swing Line Loans),  or, in a minimum  aggregate amount of $5,000,000 or any
integral  multiple  of  $1,000,000  in  excess  thereof,   any  portion  of  the
outstanding  Floating  Rate  Advances  (other  than Swing Line  Loans)  upon two
Business  Days' prior  notice to the Agent.  The  Borrower  may at any time pay,
without penalty or premium,  all outstanding  Swing Line Loans, or, in a minimum
amount of $100,000 and increments of $50,000 in excess  thereof,  any portion of
the  outstanding  Swing Line Loans,  with notice to the Agent and the Swing Line
Lender by 11:00 a.m.  (Chicago time) on the date of repayment.  The Borrower may
from time to time pay,  subject to the  payment of any  funding  indemnification
amounts required by Section 3.4 but without penalty or premium,  all outstanding
Eurodollar  Advances,  or, in a minimum  aggregate  amount of  $5,000,000 or any
integral  multiple  of  $1,000,000  in  excess  thereof,   any  portion  of  the
outstanding  Eurodollar  Advances upon three  Business Days' prior notice to the
Agent.

         2.9. Method of Selecting  Types and Interest  Periods for New Advances.
The  Borrower  shall  select  the  Type  of  Advance  and,  in the  case of each
Eurodollar  Advance,  the Interest Period applicable  thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing  Notice") not
later than 10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate
Advance  (other  than a Swing  Line  Loan) and three  Business  Days  before the
Borrowing Date for each Eurodollar Advance, specifying:



                                       15
<PAGE>

         (i)      the Borrowing Date, which shall  be  a  Business Day, of  such
                  Advance,

         (ii)     the aggregate amount of such Advance,

         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

Not later than noon (Chicago  time) on each  Borrowing  Date,  each Lender shall
make  available  its  Revolving  Loan or  Revolving  Loans in funds  immediately
available in Chicago to the Agent at its address  specified  pursuant to Article
XIII.  The Agent will make the funds so received  from the Lenders  available to
the Borrower at the Agent's aforesaid address.

         2.10.  Conversion and  Continuation of Outstanding  Advances.  Floating
Rate  Advances  (other than Swing Line Loans)  shall  continue as Floating  Rate
Advances  unless  and until such  Floating  Rate  Advances  are  converted  into
Eurodollar  Advances  pursuant to this Section 2.10 or are repaid in  accordance
with Section 2.8. Each Eurodollar Advance shall continue as a Eurodollar Advance
until the end of the then  applicable  Interest Period  therefor,  at which time
such Eurodollar  Advance shall be  automatically  converted into a Floating Rate
Advance unless (x) such  Eurodollar  Advance is or was repaid in accordance with
Section   2.8  or  (y)   the   Borrower   shall   have   given   the   Agent   a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period,  such Eurodollar  Advance continue as a Eurodollar Advance
for the same or another  Interest  Period.  Subject to the terms of Section 2.7,
the  Borrower  may  elect  from  time to time to  convert  all or any  part of a
Floating Rate Advance (other than a Swing Line Loan) into a Eurodollar  Advance.
The Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation
Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance
or continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time)
at least three  Business Days prior to the date of the  requested  conversion or
continuation, specifying:

         (i)      the  requested  date, which  shall be  a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate  amount and  Type of the Advance which is to  be
                  converted or continued, and

         (iii)    the amount of such Advance  which is to be  converted  into or
                  continued  as a  Eurodollar  Advance  and the  duration of the
                  Interest Period applicable thereto.

         2.11.  Changes in Interest Rate, etc. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding  principal amount
thereof,  for each day from and  including  the date such  Advance is made or is
automatically  converted from a Eurodollar  Advance into a Floating Rate Advance
pursuant to Section  2.10,  to but excluding the date it is paid or is converted
into a Eurodollar  Advance pursuant to Section 2.10 hereof,  at a rate per annum
equal to the  Floating  Rate for such  day.  Each  Swing  Line Loan  shall  bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the day such Swing Line Loan is made to but  excluding the date it is
paid,  at a rate per annum equal to the Floating  Rate for such day.  Changes in
the rate of interest on that  portion of any  Advance  maintained  as a



                                       16
<PAGE>


Floating  Rate Advance will take effect  simultaneously  with each change in the
Alternate  Base  Rate.  Each  Eurodollar  Advance  shall  bear  interest  on the
outstanding  principal  amount  thereof from and  including the first day of the
Interest Period  applicable  thereto to (but not including) the last day of such
Interest  Period at the interest  rate  determined by the Agent as applicable to
such Eurodollar Advance based upon the Borrower's  selections under Sections 2.9
and 2.10 and otherwise in accordance  with the terms hereof.  No Interest Period
may end after the Facility Termination Date.

         2.12. Rates Applicable After Default.  Notwithstanding  anything to the
contrary  contained in Section 2.9 or 2.10,  during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower  (which  notice may be revoked  at the option of the  Required  Lenders
notwithstanding  any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest  rates),  declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the  Required  Lenders may, at their  option,  by notice to the Borrower
(which   notice  may  be  revoked  at  the  option  of  the   Required   Lenders
notwithstanding  any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates),  declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable  Interest  Period at the
rate  otherwise  applicable to such  Interest  Period plus 2% per annum and (ii)
each  Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating  Rate in effect  from time to time plus 2% per  annum,  provided  that,
during the continuance of a Default under Section 7.6 or 7.7, the interest rates
set forth in clauses  (i) and (ii) above  shall be  applicable  to all  Advances
without any election or action on the part of the Agent or any Lender.

         2.13.  Method of Payment.  All  payments of the  Obligations  hereunder
shall be made,  without  setoff,  deduction,  or  counterclaim,  in  immediately
available  funds to the  Agent at the  Agent's  address  specified  pursuant  to
Article  XIII, or at any other Lending  Installation  of the Agent  specified in
writing by the Agent to the Borrower,  by noon (local time) on the date when due
and shall  (except  with respect to  repayments  of Swing Line Loans) be applied
ratably by the Agent among the Lenders.  Each payment delivered to the Agent for
the  account  of any Lender  shall be  delivered  promptly  by the Agent to such
Lender  in the  same  type of funds  that  the  Agent  received  at its  address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Borrower  maintained with Bank One for each payment of
principal, interest and fees as it becomes due hereunder.

         2.14. Noteless Agreement; Evidence of Indebtedness.

         (i) Each Lender shall maintain in accordance with its usual practice an
account or accounts  evidencing the  indebtedness of the Borrower 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.

         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
with  respect  thereto,  (b) the amount of any  principal  or  interest  due and
payable or to become due and payable from the



                                       17
<PAGE>

Borrower to each Lender  hereunder and (c) the amount of any sum received by the
Agent hereunder from the Borrower and each Lender's share thereof.

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

         (iv) Any Lender may request that its Loans be evidenced by a promissory
note or, in the case of the Swing Line Lender, promissory notes representing its
Revolving Loans and Swing Line Loans, respectively, substantially in the form of
Exhibit E, with appropriate  changes for notes evidencing Swing Line Loans (each
a "Note").  In such event,  the Borrower shall  prepare,  execute and deliver to
such Lender such Note or Notes payable to the order of such Lender.  Thereafter,
the Loans  evidenced by each such Note and interest  thereon  shall at all times
(including after any assignment  pursuant to Section 12.3) be represented by one
or more Notes  payable to the order of the payee named  therein or any  assignee
pursuant to Section 12.3,  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 paragraphs (i) and (ii) above.

         2.15.  Telephonic  Notices.  The Borrower hereby authorizes the Lenders
and the Agent to extend,  convert or continue  Advances,  effect  selections  of
Types of Advances and to transfer funds based on telephonic  notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing  authorization is
specifically  intended to allow  Borrowing  Notices and  Conversion/Continuation
Notices to be given  telephonically.  The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written  confirmation  differs in any material  respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

         2.16. Interest Payment Dates;  Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date,  commencing
with the first such date to occur  after the date  hereof,  on any date on which
the Floating Rate Advance is prepaid,  whether due to acceleration or otherwise,
and at maturity.  Interest accrued on that portion of the outstanding  principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of  conversion.  Interest
accrued  on each  Eurodollar  Advance  shall be  payable  on the last day of its
applicable  Interest  Period,  on any date on which the  Eurodollar  Advance  is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each  Eurodollar  Advance having an Interest  Period longer than three months
shall also be payable on the last day of each  three-month  interval during such
Interest  Period.  Interest on  Eurodollar  Advances and Facility  Fees shall be
calculated  for actual days elapsed on the basis of a 360-day year;  interest on
Floating Rate Advances  shall be calculated for actual days elapsed on the basis
of a 365/366-day year.  Interest shall be payable for the day an Advance is made
but not for the day of any  payment  on the amount  paid if payment is  received
prior to noon (local time) at the place of payment.  If any payment of



                                       18
<PAGE>


principal of or interest on an Advance  shall become due on a day which is not a
Business  Day, such payment  shall be made on the next  succeeding  Business Day
and,  in the  case of a  principal  payment,  such  extension  of time  shall be
included in computing interest in connection with such payment.

         2.17.  Notification  of  Advances,   Interest  Rates,  Prepayments  and
Commitment  Reductions and Increases.  Promptly after receipt thereof, the Agent
will notify each Lender of the contents of each Aggregate  Commitment  reduction
notice,  Commitment  Increase Request,  Borrowing  Notice,  Swing Line Borrowing
Notice,  Conversion/Continuation  Notice,  and repayment  notice  received by it
hereunder.  The Agent will notify each Lender of the interest rate applicable to
each Eurodollar  Advance  promptly upon  determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.18.  Lending  Installations.  Each  Lender  may book its Loans at any
Lending  Installation  selected  by such  Lender  and  may  change  its  Lending
Installation  from time to time. All terms of this Agreement  shall apply to any
such Lending  Installation and the Loans and any Notes issued hereunder shall be
deemed  held by each Lender for the  benefit of any such  Lending  Installation.
Each Lender may, by written  notice to the Agent and the Borrower in  accordance
with Article XIII,  designate  replacement or additional  Lending  Installations
through  which Loans will be made by it and for whose  account Loan payments are
to be made.

         2.19.  Non-Receipt  of Funds by the  Agent.  Unless the  Borrower  or a
Lender,  as the case may be, notifies the Agent prior to the date on which it is
scheduled  to make  payment  to the  Agent of (i) in the case of a  Lender,  the
proceeds of a Loan or (ii) in the case of the Borrower,  a payment of principal,
interest or fees to the Agent for the account of the  Lenders,  that it does not
intend to make such  payment,  the Agent may assume  that such  payment has been
made.  The Agent may,  but shall not be  obligated  to,  make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such  Lender  or the  Borrower,  as the case may be,  has not in fact  made such
payment to the Agent,  the  recipient  of such payment  shall,  on demand by the
Agent,  repay to the Agent the amount so made  available  together with interest
thereon in respect  of each day  during the period  commencing  on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender,  the
Federal  Funds  Effective  Rate for  such  day for the  first  three  days  and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower,  the interest rate  applicable to the relevant Loan.
2.20.  Replacement  of Lender.  If the Borrower is required  pursuant to Section
3.1, 3.2 or 3.5 to make any additional  payment to any Lender or if any Lender's
obligation  to make or continue,  or to convert  Floating  Rate  Advances  into,
Eurodollar  Advances  shall be suspended  pursuant to Section 3.3 (any Lender so
affected an "Affected Lender"), the Borrower may elect, if such amounts continue
to be charged or such  suspension is still  effective,  to replace such Affected
Lender  as a  Lender  party  to this  Agreement,  provided  that no  Default  or
Unmatured  Default  shall have  occurred and be  continuing  at the time of such
replacement,  and provided further that, concurrently with such replacement, (i)
another bank or other entity which is  reasonably  satisfactory  to the Borrower
and the Agent shall  agree,  as of such date,  to purchase for cash the Advances
and other  Obligations  due to the  Affected  Lender  pursuant to an  assignment
substantially  in the form of Exhibit C and to become a Lender for all  purposes
under



                                       19
<PAGE>


this  Agreement  and to assume  all  obligations  of the  Affected  Lender to be
terminated as of such date and to comply with the  requirements  of Section 12.3
applicable  to  assignments,  and (ii) the Borrower  shall pay to such  Affected
Lender in same day funds on the day of such  replacement (A) all interest,  fees
and  other  amounts  then  accrued  but  unpaid to such  Affected  Lender by the
Borrower  hereunder to and including the date of termination,  including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount,  if any,  equal to the  payment  which would have been due to
such Lender on the day of such  replacement  under  Section 3.4 had the Loans of
such  Affected  Lender  been  prepaid  on  such  date  rather  than  sold to the
replacement Lender.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES
                             -----------------------

         3.1. Yield Protection.  If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental  rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change in the  interpretation or  administration  thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by any  Lender  or
applicable  Lending  Installation with any request or directive  (whether or not
having  the  force of law) of any such  authority,  central  bank or  comparable
agency:

         (i)      subjects any Lender or any applicable Lending  Installation to
                  any Taxes, or changes the basis of taxation of payments (other
                  than with respect to Excluded  Taxes) to any Lender in respect
                  of its Eurodollar Loans, or

         (ii)     imposes  or  increases  or  deems   applicable   any  reserve,
                  assessment,  insurance  charge,  special  deposit  or  similar
                  requirement  against  assets  of,  deposits  with  or for  the
                  account  of,  or  credit   extended  by,  any  Lender  or  any
                  applicable  Lending  Installation  (other  than  reserves  and
                  assessments  taken into  account in  determining  the interest
                  rate applicable to Eurodollar Advances), or

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

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation  in connection  with such  Eurodollar  Loans or  Commitment,  then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender such
additional  amount or amounts as will  compensate such Lender for such increased
cost or reduction in amount received.



                                       20
<PAGE>

         3.2. Changes in Capital Adequacy  Regulations.  If a Lender  determines
the amount of capital required or expected to be maintained by such Lender,  any
Lending  Installation of such Lender or any corporation  controlling such Lender
is  increased  as a result of a Change,  then,  within 15 days of demand by such
Lender,  the Borrower  shall pay such Lender the amount  necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
Commitment  to make Loans  hereunder  (after  taking into account such  Lender's
policies as to capital  adequacy).  "Change" means (i) any change after the date
of this Agreement in the Risk-Based  Capital  Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this  Agreement  which  affects  the amount of capital
required or expected to be maintained by any Lender or any Lending  Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this  Agreement,  including  transition  rules,  and (ii)  the  corresponding
capital  regulations  promulgated by regulatory  authorities  outside the United
States  implementing  the July 1988  report of the Basle  Committee  on  Banking
Regulation and  Supervisory  Practices  Entitled  "International  Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

         3.3.  Availability of Types of Advances.  If any Lender determines that
maintenance of its Eurodollar  Loans at a suitable  Lending  Installation  would
violate any  applicable  law,  rule,  regulation,  or directive,  whether or not
having the force of law, or if the Required Lenders  determine that (i) deposits
of a type and maturity  appropriate  to match fund  Eurodollar  Advances are not
available or (ii) the interest rate  applicable to Eurodollar  Advances does not
accurately reflect the cost of making or maintaining  Eurodollar Advances,  then
the Agent shall suspend the availability of Eurodollar  Advances and require any
affected  Eurodollar  Advances  to be  repaid  or  converted  to  Floating  Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4. Funding  Indemnification.  If any payment of a Eurodollar  Advance
occurs on a date which is not the last day of the  applicable  Interest  Period,
whether  because of  acceleration,  prepayment  or  otherwise,  or a  Eurodollar
Advance is not made on the date  specified  by the Borrower for any reason other
than default by the Lenders,  the Borrower  will  indemnify  each Lender for any
loss or cost incurred by it resulting therefrom,  including, without limitation,
any  loss or cost in  liquidating  or  employing  deposits  acquired  to fund or
maintain such Eurodollar Advance.

         3.5. Taxes.

         (i) All payments by the Borrower to or for the account of any Lender or
the  Agent  hereunder  or under  any Note  shall be made  free and  clear of and
without  deduction for any and all Taxes.  If the Borrower  shall be required by
law to deduct any Taxes from or in respect of any sum payable  hereunder  to any
Lender or the Agent, (a) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section 3.5) such Lender or the Agent (as the
case may be) receives an amount  equal to the sum it would have  received had no
such deductions been made,



                                       21
<PAGE>


(b) the Borrower shall make such deductions, (c) the Borrower shall pay the full
amount deducted to the relevant  authority in accordance with applicable law and
(d) the  Borrower  shall  furnish  to the Agent the  original  copy of a receipt
evidencing payment thereof within 30 days after such payment is made.

         (ii) In  addition,  the  Borrower  hereby  agrees to pay any present or
future  stamp or  documentary  taxes and any other  excise  or  property  taxes,
charges or similar  levies which arise from any payment made  hereunder or under
any Note or from the  execution or delivery  of, or  otherwise  with respect to,
this Agreement or any Note ("Other Taxes").

         (iii) The Borrower hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including,  without limitation, any
Taxes or Other Taxes imposed on amounts  payable under this Section 3.5) paid by
the Agent or such Lender and any liability  (including  penalties,  interest and
expenses)  arising  therefrom or with respect  thereto.  Payments due under this
indemnification  shall be made  within  30 days of the  date  the  Agent or such
Lender makes demand therefor pursuant to Section 3.6.

         (iv) Each Lender that is not incorporated  under the laws of the United
States of America or a state thereof (each a "Non-U.S.  Lender")  agrees that it
will,  not more than ten  Business  Days after the date of this  Agreement,  (i)
deliver  to each of the  Borrower  and the  Agent two duly  completed  copies of
United  States  Internal  Revenue  Service Form W-8BEN or W-8ECI,  certifying in
either  case that  such  Lender is  entitled  to  receive  payments  under  this
Agreement  without  deduction or withholding of any United States federal income
taxes,  and (ii) deliver to each of the  Borrower and the Agent a United  States
Internal  Revenue  Form W-8 or W-9, as the case may be, and  certify  that it is
entitled to an  exemption  from  United  States  backup  withholding  tax.  Each
Non-U.S.  Lender  further  undertakes to deliver to each of the Borrower and the
Agent (x) renewals or additional  copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it,  such  additional  forms  or  amendments  thereto  as  may be  reasonably
requested by the Borrower or the Agent. All forms or amendments described in the
preceding  sentence  shall  certify  that such  Lender is  entitled  to  receive
payments  under this  Agreement  without  deduction or withholding of any United
States federal income taxes,  unless an event (including  without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any
such  delivery  would  otherwise  be  required  which  renders  all  such  forms
inapplicable  or which  would  prevent  such  Lender  from duly  completing  and
delivering any such form or amendment with respect to it and such Lender advises
the Borrower and the Agent that it is not capable of receiving  payments without
any deduction or withholding of United States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an  appropriate  form  pursuant to clause (iv),  above (unless
such failure is due to a change in treaty,  law or regulation,  or any change in
the  interpretation  or  administration  thereof by any governmental  authority,
occurring  subsequent to the date on which a form  originally was required to be
provided),  such Non-U.S.  Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes  imposed by the United  States;  provided
that,  should a Non-U.S.  Lender which is otherwise  exempt from or subject to a
reduced rate of  withholding  tax become subject to Taxes because of its failure
to deliver a form required  under clause (iv),




                                       22
<PAGE>

above,  the  Borrower  shall take such steps,  at the  expense of such  Non-U.S.
Lender, as such Non-U.S. Lender shall reasonably request to assist such Non-U.S.
Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an  exemption  from or reduction of
withholding  tax with  respect  to  payments  under this  Agreement  or any Note
pursuant to the law of any relevant  jurisdiction or any treaty shall deliver to
the  Borrower  (with a copy to the Agent),  at the time or times  prescribed  by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S.  Internal  Revenue Service or any other  governmental
authority of the United States or any other country or any political subdivision
thereof  asserts  a claim  that the  Agent did not  properly  withhold  tax from
amounts paid to or for the account of any Lender (because the  appropriate  form
was not  delivered or properly  completed,  because such Lender failed to notify
the  Agent of a change  in  circumstances  which  rendered  its  exemption  from
withholding  ineffective,  or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid,  directly or  indirectly,  by the Agent as
tax, withholding therefor, or otherwise,  including penalties and interest,  and
including  taxes  imposed by any  jurisdiction  on amounts  payable to the Agent
under this  subsection,  together  with all costs and expenses  related  thereto
(including  attorneys  fees and time charges of attorneys  for the Agent,  which
attorneys may be employees of the Agent).  The  obligations of the Lenders under
this  Section  3.5(vii)  shall  survive  the  payment  of  the  Obligations  and
termination of this Agreement.

         3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible,  each Lender shall designate an alternate  Lending  Installation  with
respect to its Eurodollar  Loans to reduce any liability of the Borrower to such
Lender  under  Sections  3.1,  3.2 and 3.5 or to  avoid  the  unavailability  of
Eurodollar  Advances  under Section 3.3, so long as such  designation is not, in
the judgment of such Lender,  disadvantageous to such Lender.  Each Lender shall
deliver a written  statement of such Lender to the Borrower  (with a copy to the
Agent) as to the amount due, if any,  under  Section 3.1,  3.2, 3.4 or 3.5. Such
written  statement shall set forth in reasonable  detail the  calculations  upon
which such  Lender  determined  such amount and shall be final,  conclusive  and
binding on the  Borrower  in the  absence of manifest  error.  Determination  of
amounts  payable under such Sections in connection  with a Eurodollar Loan shall
be  calculated  as though each Lender  funded its  Eurodollar  Loan  through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in  determining  the  Eurodollar  Rate  applicable  to such Loan,
whether in fact that is the case or not. Unless otherwise  provided herein,  the
amount  specified  in the written  statement  of any Lender  shall be payable on
demand after receipt by the Borrower of such written statement.  The obligations
of the Borrower  under  Sections 3.1, 3.2, 3.4 and 3.5 shall survive  payment of
the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT
                              --------------------

         4.1.  Initial  Advance.  The Lenders  shall not be required to make the
initial  Advance  hereunder  unless the Borrower has furnished to the Agent with
sufficient copies for the Lenders:



                                       23
<PAGE>

         (i)      Copies of the articles or certificate of incorporation of each
                  Loan Party, together with all amendments, and a certificate of
                  good standing, each certified by the appropriate  governmental
                  officer in its jurisdiction of incorporation.

         (ii)     Copies,  certified by the Secretary or Assistant  Secretary of
                  each Loan Party, of its by-laws and of its Board of Directors'
                  resolutions  and of  resolutions  or actions of any other body
                  authorizing the execution of the Loan Documents to which it is
                  a party.

         (iii)    An  incumbency  certificate,  executed  by  the  Secretary  or
                  Assistant  Secretary of each Loan Party,  which shall identify
                  by name and title and bear the  signatures  of the  Authorized
                  Officers and any other officers of such Loan Party  authorized
                  to sign the Loan Documents to which it is a party,  upon which
                  certificate  the Agent and the  Lenders  shall be  entitled to
                  rely until informed of any change in writing by the applicable
                  Loan Party.

         (iv)     A  certificate,   signed  by  an  Authorized  Officer  of  the
                  Borrower,  stating  that  on the  initial  Borrowing  Date  no
                  Default or Unmatured Default has occurred and is continuing.

         (v)      A written opinion of the Borrower's  general counsel delivered
                  by   Richard  M.   Lavers,   addressed   to  the   Lenders  in
                  substantially the form of Exhibit A1; and a written opinion of
                  the  Borrower's   special   Illinois   counsel   delivered  by
                  McDermott,   Will  &  Emery   addressed   to  the  Lenders  in
                  substantially the form of Exhibit A2.

         (vi)     Any  Notes  requested  by  a  Lender  pursuant to Section 2.14
                  payable to the order of each such requesting Lender.

         (vii)    Written money transfer instructions, in substantially the form
                  of  Exhibit  D,  addressed  to  the  Agent  and  signed  by an
                  Authorized  Officer,  together  with such other  related money
                  transfer  authorizations  as the  Agent  may  have  reasonably
                  requested.

         (viii)   The Guaranty  executed by each Material  Subsidiary identified
                  on Schedule 5.8.

         (ix)     Such  other documents  as any  Lender or  its counsel may have
                  reasonably requested.

It is an additional  condition of the initial Advance  hereunder that the Credit
Agreement  dated as of June 23,  1993,  as  amended,  among  the  Borrower,  the
financial  institutions  party thereto and Bank One,  Indiana,  NA (successor by
merger to NBD Bank,  N.A.),  as agent,  shall have been or shall  simultaneously
with the initial Advance  hereunder be terminated  (except for those  provisions
that expressly  survive the termination  thereof) and all loans  outstanding and
other  amounts  owed to the lenders or the agent  thereunder  shall have been or
shall simultaneously with the initial Advance hereunder be paid in full.



                                       24
<PAGE>

         4.2. Each Advance. The Lenders shall not (except as otherwise set forth
in Section  2.5.4 with  respect to  Revolving  Loans for the purpose of repaying
Swing Line  Loans) be  required  to make any  Advance  unless on the  applicable
Borrowing Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties  contained in Article V are
                  true and  correct  as of such  Borrowing  Date  except  to the
                  extent any such representation or warranty is stated to relate
                  solely to an earlier date,  in which case such  representation
                  or warranty  shall have been true and correct in all  material
                  respects on and as of such earlier date.

         (iii)    All legal matters incident to the making of such Advance shall
                  be satisfactory to the Lenders and their counsel.

         Each Borrowing Notice or Swing Line Borrowing  Notice,  as the case may
be, with respect to each such Advance  shall  constitute  a  representation  and
warranty by the Borrower  that the  conditions  contained in Section  4.2(i) and
(ii) have been satisfied.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         The Borrower represents and warrants to the Lenders that:

         5.1. Existence and Standing.  Each of the Borrower and its Subsidiaries
is a  corporation,  partnership  (in the case of  Subsidiaries  only) or limited
liability company duly and properly  incorporated or organized,  as the case may
be, validly  existing and (to the extent such concept applies to such entity) in
good  standing  under  the  laws  of  its   jurisdiction  of   incorporation  or
organization  and has all  requisite  authority  to conduct its business in each
jurisdiction in which its business is conducted.

         5.2.  Authorization  and  Validity.  Each Loan  Party has the power and
authority and legal right to execute and deliver the Loan  Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by each  Loan  Party  of the  Loan  Documents  to  which  it is a party  and the
performance of its  obligations  thereunder  have been duly authorized by proper
corporate  proceedings,  and the Loan  Documents  to which  each Loan Party is a
party  constitute  legal,  valid and  binding  obligations  of such  Loan  Party
enforceable  against such Loan Party in accordance  with their terms,  except as
enforceability  may  be  limited  by  bankruptcy,  insolvency  or  similar  laws
affecting the enforcement of creditors' rights generally.

         5.3.  No  Conflict;  Government  Consent.  Neither  the  execution  and
delivery by the Loan Parties of the Loan Documents,  nor the consummation of the
transactions  therein  contemplated,  nor compliance with the provisions thereof
will violate (i) any law, rule, regulation,  order, writ, judgment,  injunction,
decree or award binding on the Borrower or any of its  Subsidiaries  or (ii) the
Borrower's  or  any  Subsidiary's  articles  or  certificate  of  incorporation,
partnership  agreement,  certificate of partnership,  articles or certificate of
organization,  by-laws, or operating or other management agreement,  as the case
may be, or (iii) the  provisions  of any




                                       25
<PAGE>

indenture,  instrument  or  agreement  to  which  the  Borrower  or  any  of its
Subsidiaries  is a party or is  subject,  or by which  it, or its  Property,  is
bound,  or conflict  with or constitute a default  thereunder,  or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority,  or any
subdivision  thereof,  which has not been obtained by the Borrower or any of its
Subsidiaries,  is  required  to be  obtained  by  the  Borrower  or  any  of its
Subsidiaries  in  connection  with  the  execution  and  delivery  of  the  Loan
Documents,  the borrowings under this Agreement,  the payment and performance by
the Borrower of the  Obligations  or the legality,  validity,  binding effect or
enforceability of any of the Loan Documents.

         5.4. Financial Statements. The December 31, 1999 consolidated financial
statements  of the Borrower  and its  Subsidiaries  heretofore  delivered to the
Lenders  were  prepared  in  accordance  with  generally   accepted   accounting
principles  in effect on the date  such  statements  were  prepared  and  fairly
present,  in all material respects,  the consolidated  financial position of the
Borrower and its Subsidiaries at such date and the consolidated results of their
operations and cash flows for the fiscal year then ended.

         5.5. Material Adverse Change. Since December 31, 1999 there has been no
change in the business, Property, prospects,  condition (financial or otherwise)
or results of  operations  of the  Borrower  and its  Subsidiaries  which  could
reasonably be expected to have a Material Adverse Effect.

         5.6.  Taxes.  The Borrower and its  Subsidiaries  have filed all United
States  federal tax returns and all other tax returns  which are  required to be
filed and have paid all taxes due  pursuant  to said  returns or pursuant to any
assessment  received  by the  Borrower or any of its  Subsidiaries,  except such
taxes,  if any, as are being  contested  in good faith and as to which  adequate
reserves have been provided in accordance with Agreement Accounting  Principles.
The United States income tax returns of the Borrower and its  Subsidiaries  have
been  audited by the  Internal  Revenue  Service  through  the fiscal year ended
December 31, 1993. No tax liens have been filed and no claims are being asserted
with respect to any such taxes. The charges,  accruals and reserves on the books
of the  Borrower  and  its  Subsidiaries  in  respect  of  any  taxes  or  other
governmental charges are adequate.

         5.7.  Litigation  and  Contingent  Obligations.  Except as set forth on
Schedule 5.7, there is no litigation,  arbitration,  governmental investigation,
proceeding  or inquiry  pending or, to the  knowledge of any of their  officers,
threatened  against or affecting the Borrower or any of its  Subsidiaries  which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent,  enjoin or delay the  making of any  Loans.  Other  than any  liability
incident  to any  litigation,  arbitration  or  proceeding  which  (i) could not
reasonably be expected to have a Material Adverse Effect or (ii) is set forth on
Schedule 5.7, the Borrower has no material  contingent  obligations not provided
for or disclosed in the financial statements referred to in Section 5.4.


                                       26
<PAGE>


         5.8.  Subsidiaries.  Schedule  5.8  contains  an  accurate  list of all
Subsidiaries  of the Borrower as of the date of this  Agreement,  setting  forth
their  respective  jurisdictions  of  organization  and the  percentage of their
respective  capital stock or other ownership  interests owned by the Borrower or
other   Subsidiaries  and  identifying  those  Subsidiaries  that  are  Material
Subsidiaries. All of the issued and outstanding shares of capital stock or other
ownership  interests of such Subsidiaries have been (to the extent such concepts
are relevant  with respect to such  ownership  interests)  duly  authorized  and
issued and are fully paid and non-assessable.

         5.9. ERISA. The Borrower, its Subsidiaries,  their ERISA Affiliates and
their  respective  Plans are in compliance  in all material  respects with those
provisions  of ERISA and of the Code which are  applicable  with  respect to any
Plan.  No  Prohibited  Transaction  and no  Reportable  Event has occurred  with
respect to any such Plan. None of the Borrower,  any of its  Subsidiaries or any
of their ERISA Affiliates is an employer with respect to any Multiemployer Plan.
The Borrower,  its  Subsidiaries  and their ERISA Affiliates have met all of the
minimum funding  requirements  under Section 302 of ERISA and Section 412 of the
Code  with  respect  to each of their  respective  Plans,  if any,  and have not
incurred any  liability  to the PBGC or any Plan.  The  execution,  delivery and
performance  of this  Agreement and the other Loan Documents do not constitute a
Prohibited Transaction. There are no unfunded benefit liabilities, determined in
accordance  with Section  4001(a)(18) of ERISA,  with respect to any Plan of the
Borrower,  its Subsidiaries or their ERISA Affiliates in excess of $5,000,000 in
the aggregate for all such Plans.

         5.10.  Accuracy  of  Information.  No  information,  exhibit  or report
furnished  by the  Borrower  or any of its  Subsidiaries  to the Agent or to any
Lender in  connection  with the  negotiation  of, or compliance  with,  the Loan
Documents  contained  any  material  misstatement  of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11.   Regulation  U.  Margin  stock  (as  defined  in  Regulation  U)
constitutes  less than 25% of the value of those  assets of the Borrower and its
Subsidiaries  which are  subject to any  limitation  on sale,  pledge,  or other
restriction hereunder.

         5.12. Material Agreements. Neither the Borrower nor any Subsidiary is a
party  to any  agreement  or  instrument  or  subject  to any  charter  or other
corporate  restriction  which  could  reasonably  be expected to have a Material
Adverse  Effect.  Neither the Borrower nor any  Subsidiary  is in default in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained  in any  agreement to which it is a party,  which  default
could reasonably be expected to have a Material Adverse Effect.

         5.13.  Compliance  With Laws.  The Borrower and its  Subsidiaries  have
complied  with  all  applicable  statutes,   rules,   regulations,   orders  and
restrictions  of any domestic or foreign  government or any  instrumentality  or
agency  thereof  having  jurisdiction  over  the  conduct  of  their  respective
businesses or the ownership of their respective Property, except for any failure
to comply with any of the  foregoing  which could not  reasonably be expected to
have a Material Adverse Effect.



                                       27
<PAGE>

         5.14. Ownership of Properties. Except as set forth on Schedule 5.14, on
the date of this  Agreement,  the Borrower and its  Subsidiaries  will have good
title,  free of all Liens other than those  permitted by Section 6.15, to all of
the Property and assets  reflected in the  Borrower's  most recent  consolidated
financial  statements  provided  to the Agent as owned by the  Borrower  and its
Subsidiaries.

         5.15.  Plan  Assets;  Prohibited  Transactions.  The Borrower is not an
entity  deemed to hold  "plan  assets"  within  the  meaning  of 29  C.F.R.  ss.
2510.3-101  of an employee  benefit  plan (as defined in Section  3(3) of ERISA)
which is subject to Title I of ERISA or any plan  (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Loans  hereunder gives rise to a prohibited  transaction  (within the meaning of
Section 406 of ERISA or Section 4975 of the Code) with respect to "plan  assets"
of the Borrower and its Subsidiaries.

         5.16.  Environmental  Matters.  In the ordinary course of its business,
the officers of the Borrower  consider the effect of  Environmental  Laws on the
business  of the  Borrower  and its  Subsidiaries,  in the  course of which they
identify and evaluate  potential risks and liabilities  accruing to the Borrower
due to Environmental Laws. On the basis of this consideration,  the Borrower has
concluded  that  Environmental  Laws  cannot  reasonably  be  expected to have a
Material  Adverse  Effect.  Except as set forth on  Schedule  5.16,  neither the
Borrower  nor any  Subsidiary  has  received  any notice to the effect  that its
operations  are not in  material  compliance  with  any of the  requirements  of
applicable  Environmental  Laws or are  the  subject  of any  federal  or  state
investigation  evaluating  whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance  or  remedial  action  could  reasonably  be  expected  to have a
Material Adverse Effect.

         5.17.  Investment  Company Act. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18.  Public Utility Holding Company Act. Neither the Borrower nor any
Subsidiary  is a  "holding  company"  or a  "subsidiary  company"  of a "holding
company",  or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19.  Insurance.  The Property of the Borrower and its Subsidiaries is
insured with financially sound and reputable  insurance companies not Affiliates
of the Borrower,  in such amounts, with such deductibles and covering such risks
as are customarily  carried by companies  engaged in similar business and owning
similar properties.

                                   ARTICLE VI

                                    COVENANTS
                                    ---------

         During the term of this  Agreement,  unless the Required  Lenders shall
otherwise consent in writing:



                                       28
<PAGE>


         6.1. Financial  Reporting.  The Borrower will maintain,  for itself and
each  Subsidiary,  a  system  of  accounting  established  and  administered  in
accordance with generally  accepted  accounting  principles,  and furnish to the
Lenders:

         (i)      Within 90 days after the close of each of its fiscal years, an
                  unqualified (except for qualifications  relating to changes in
                  accounting  principles  or  practices  reflecting  changes  in
                  generally  accepted  accounting  principles  and  required  or
                  approved  by  the  Borrower's   independent  certified  public
                  accountants)  audit report certified by independent  certified
                  public  accountants  acceptable  to the  Lenders,  prepared in
                  accordance   with   Agreement   Accounting   Principles  on  a
                  consolidated basis for itself and its Subsidiaries,  including
                  a  balance  sheet  as of  the  end  of  such  period,  related
                  statements  of income,  shareholders'  equity and cash  flows,
                  accompanied  by (a) any  management  letter  prepared  by said
                  accountants and (b) a certificate of said accountants that, in
                  the   course  of  their   examination   necessary   for  their
                  certification   of  the  foregoing,   they  have  obtained  no
                  knowledge of any Default or Unmatured  Default,  or if, in the
                  opinion of such accountants,  any Default or Unmatured Default
                  shall exist, stating the nature and status thereof.

         (ii)     Within 45 days  after the close of the first  three  quarterly
                  periods  of each  of its  fiscal  years,  for  itself  and its
                  Subsidiaries, a consolidated unaudited balance sheet as at the
                  close of each  such  period  and  consolidated  statements  of
                  income  and cash flows for the period  from the  beginning  of
                  such fiscal year to the end of such quarter,  all certified by
                  its chief  financial  officer,  chief  accounting  officer  or
                  treasurer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer, chief
                  accounting  officer  or  treasurer  showing  the  calculations
                  necessary  to determine  compliance  with this  Agreement  and
                  stating that no Default or Unmatured Default exists, or if any
                  Default or Unmatured  Default  exists,  stating the nature and
                  status thereof.

         (iv)     Within  270 days  after  the  close  of each  fiscal  year,  a
                  statement of the Unfunded  Liabilities of each Single Employer
                  Plan, certified as correct by an actuary enrolled under ERISA.

         (v)      As soon as possible  and in any event within 10 days after the
                  Borrower  knows that any  Reportable  Event has occurred  with
                  respect  to  any  Plan,  a  statement,  signed  by  the  chief
                  financial  officer,  chief accounting  officer or treasurer of
                  the Borrower,  describing said Reportable Event and the action
                  which the Borrower proposes to take with respect thereto.

         (vi)     As soon as  possible  and in any event  within  10 days  after
                  receipt by the Borrower,  a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its  Subsidiaries is or
                  may be liable to any Person as a result of the  release by the
                  Borrower, any of its Subsidiaries,  or any other Person of any
                  toxic or hazardous  waste or substance  into the  environment,
                  and (b) any notice  alleging  any  violation



                                       29
<PAGE>

                  of any federal, state or local environmental, health or safety
                  law or regulation by the Borrower or any of its  Subsidiaries,
                  which, in either case,  could reasonably be expected to have a
                  Material Adverse Effect.

         (vii)    Promptly upon the furnishing  thereof to the  shareholders  of
                  the Borrower, copies of all financial statements,  reports and
                  proxy statements so furnished.

         (viii)   Promptly upon the filing thereof,  copies of all  registration
                  statements  and annual,  quarterly,  monthly or other  regular
                  reports  which the Borrower or any of its  Subsidiaries  files
                  with the Securities and Exchange Commission.

         (ix)     Such other information (including  non-financial  information)
                  as the Agent or any  Lender  may from time to time  reasonably
                  request.

         6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Advances for general corporate  purposes,  including
Permitted Acquisitions.

         6.3.  Notice  of  Default.  The  Borrower  will,  and will  cause  each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or  Unmatured  Default and of any other  development,  financial  or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4.  Conduct  of  Business.  The  Borrower  will,  and will cause each
Subsidiary  to,  carry on and conduct its  business  in  substantially  the same
manner  and  only in  substantially  the  same  fields  of  enterprise  as it is
presently  conducted and, except as otherwise  permitted by Section 6.12, do all
things necessary to remain duly incorporated or organized,  validly existing and
(to the extent  such  concept  applies to such  entity)  in good  standing  as a
domestic   corporation,   partnership  or  limited   liability  company  in  its
jurisdiction of incorporation or organization,  as the case may be, and maintain
all requisite  authority to conduct its business in each  jurisdiction  in which
its  business is  conducted,  except to the extent that a failure to do so could
not reasonably be expected to have a Material Adverse Effect.

         6.5. Taxes.  The Borrower will, and will cause each Subsidiary to, file
on a timely basis,  including allowable extensions of time to file, complete and
correct  United  States  federal  and  applicable  foreign,  state and local tax
returns required by law and pay when due all taxes, assessments and governmental
charges and levies  upon it or its income,  profits or  Property,  except  those
which are being  contested  in good faith by  appropriate  proceedings  and with
respect  to which  adequate  reserves  have  been set aside in  accordance  with
Agreement Accounting Principles.

         6.6.  Insurance.  The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable  insurance  companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound  business  practice,  and the  Borrower  will  furnish to any Lender  upon
request full information as to the insurance carried.

         6.7.  Compliance  with Laws.  The  Borrower  will,  and will cause each
Subsidiary  to,  comply  in  all  material   respects  with  all  laws,   rules,
regulations,  orders, writs, judgments,



                                       30
<PAGE>



injunctions,  decrees  or awards to which it may be subject  including,  without
limitation, all Environmental Laws.

         6.8. Maintenance of Properties.  The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain,  preserve,  protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

         6.9. Inspection.  The Borrower will, and will cause each Subsidiary to,
permit  the Agent  and the  Lenders,  by their  respective  representatives  and
agents,  to inspect  any of the  Property,  books and  financial  records of the
Borrower  and each  Subsidiary,  to  examine  and make  copies  of the  books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs,  finances and accounts of the Borrower and each  Subsidiary
with,  and to be advised as to the same by,  their  respective  officers at such
reasonable times and intervals as the Agent or any Lender may designate.

         6.10.  Dividends.  The  Borrower  will  not,  nor  will it  permit  any
Subsidiary  to,  declare or pay any dividends or make any  distributions  on its
capital stock (other than dividends payable in its own capital stock) or redeem,
repurchase  or otherwise  acquire or retire any of its capital stock at any time
outstanding,  unless at the time  thereof no Default or  Unmatured  Default  has
occurred and is continuing or would result therefrom, except that any Subsidiary
may  declare  and pay  dividends  or make  distributions  to the  Borrower or to
another Subsidiary of the Borrower.

         6.11.  Indebtedness.  The  Borrower  will not,  nor will it permit  any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

         (i)      The Loans.

         (ii)     Indebtedness outstanding under the 364-Day Credit Agreement.

         (iii)    Indebtedness  existing on  the date  hereof  and  described on
                  Schedule 6.11.

         (iv)     Indebtedness owed to the Borrower by any Guarantor.

         (v)      Off-Balance  Sheet  Liabilities,  provided  that the  Leverage
                  Ratio as of the end of the four fiscal  quarter  period ending
                  immediately  prior to the  fiscal  quarter  in which  any such
                  Off-Balance  Sheet  Liability is incurred was not greater than
                  2.25 to 1.

         (vi)     Indebtedness of any Subsidiary, Indebtedness secured by a Lien
                  on  any  Property  of  the  Borrower  or  any  Subsidiary  and
                  unsecured  Indebtedness  of the  Borrower,  in each case other
                  than  Indebtedness  permitted by clause (i), (ii), (iii), (iv)
                  or (v) above,  not  exceeding in the aggregate an amount equal
                  to 10% of Consolidated Tangible Net Worth.



                                       31
<PAGE>


         6.12.  Merger. The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that a Subsidiary
may  merge  (i)  into  the  Borrower  or a  Wholly-Owned  Subsidiary  or (ii) in
connection with a Permitted Acquisition.

         6.13.  Sale of Assets.  The  Borrower  will not, nor will it permit any
Subsidiary  to,  lease,  sell or otherwise  dispose of its Property to any other
Person, except:

         (i)      Sales  of inventory  and  obsolete  or excess  assets  in  the
                  ordinary course of business.

         (ii)     Leases,  sales or other  dispositions  of its  Property  that,
                  together  with all  other  Property  of the  Borrower  and its
                  Subsidiaries  previously  leased,  sold or  disposed of (other
                  than  inventory  and obsolete or excess assets in the ordinary
                  course of business)  as  permitted by this Section  during the
                  four fiscal  quarter  period ending with the fiscal quarter in
                  which any such lease, sale or other disposition occurs, do not
                  constitute  a  Substantial  Portion  of  the  Property  of the
                  Borrower and its Subsidiaries.

         6.14. Investments and Acquisitions.  The Borrower will not, nor will it
permit any  Subsidiary  to, make or suffer to exist any  Investments  (including
without   limitation,   loans  and  advances  to,  and  other   Investments  in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or  remain  a  partner  in any  partnership  or  joint  venture,  or to make any
Acquisition, except:

         (i)      Cash Equivalent Investments.

         (ii)     Existing  Investments in Subsidiaries and other Investments in
                  existence on the date hereof and described in Schedule 6.14.

         (iii)    Investments in corporate  preferred stock rated A or better by
                  S&P or A2 or better by Moody's not  exceeding  $25,000,000  in
                  the  aggregate  at any time,  including  any such  Investments
                  described in Schedule 6.14.

         (iv)     Investments in any Guarantor.

         (v)      Permitted  Acquisitions,  provided  that (A) not less than ten
                  days prior to the  consummation of any Permitted  Acquisition,
                  the Borrower  shall have  delivered to the Agent,  in form and
                  substance  reasonably  satisfactory  to the Agent, a pro forma
                  consolidated  balance  sheet,  income  statement and cash flow
                  statement   of  the  Borrower   and  its   Subsidiaries   (the
                  "Acquisition Pro Forma"),  based on the Borrower's most recent
                  financial  statements  delivered pursuant to Section 6.1(i) or
                  (ii), which shall be complete and shall fairly present, in all
                  material  respects,   the  financial   position,   results  of
                  operations and cash flows of the Borrower and its Subsidiaries
                  in accordance with Agreement Accounting Principles, but taking
                  into account such Permitted Acquisition and the funding of all
                  Loans in connection therewith,  and such Acquisition Pro Forma
                  shall reflect that, on a pro forma basis,  the Borrower  would
                  have been in compliance with the financial covenants set forth
                  in Section 6.18 for the four fiscal  quarter  period (the "Pro
                  Forma Period")




                                       32
<PAGE>

                  reflected  in  the   compliance   certificate   most  recently
                  delivered to the Agent  pursuant to Section  6.1(iii) prior to
                  the consummation of such Permitted  Acquisition (giving effect
                  to  such  Permitted   Acquisition  and  all  Loans  funded  in
                  connection  therewith  as if  made  on the  first  day of such
                  period)  and  (B) if the  Purchase  Price  of  such  Permitted
                  Acquisition  exceeds  $75,000,000,  the Leverage Ratio for the
                  Pro Forma Period (giving effect to such Permitted  Acquisition
                  and all Loans funded in connection therewith as if made on the
                  first day of such period) shall not exceed 1.75 to 1.

         (vi)     Investments  to the extent that the  Purchase  Price  therefor
                  consists of capital stock of the Borrower,  other than capital
                  stock consisting of treasury stock  repurchased after June 30,
                  2000 or consisting of reissued stock that was  repurchased and
                  cancelled after June 30, 2000.

         (vii)    Investments not otherwise permitted by clauses (i) through (v)
                  above,  provided that at the time such Investment is made, (A)
                  the Purchase Price for such Investment  shall not exceed 5% of
                  Consolidated  Tangible  Net Worth as of the end of the  fiscal
                  quarter  ending  immediately  prior to the  fiscal  quarter in
                  which such  Investment  is made and (B) the Purchase  Price of
                  all  Investments  made pursuant to this clause (vi) (including
                  such  Investment)  in the  aggregate  shall not  exceed 15% of
                  Consolidated  Tangible  Net Worth as of the end of the  fiscal
                  quarter  ending  immediately  prior to the  fiscal  quarter in
                  which such Investment is made.

         6.15.  Liens.  The Borrower will not, nor will it permit any Subsidiary
to, create,  incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its  Property  if  the  same  shall  not  at  the  time  be
                  delinquent or thereafter can be paid without  penalty,  or are
                  being  contested in good faith and by appropriate  proceedings
                  and for which adequate  reserves in accordance  with Agreement
                  Accounting Principles shall have been set aside on its books.

         (ii)     Liens imposed by law, such as  carriers',  warehousemen's  and
                  mechanics'  liens  and  other  similar  liens  arising  in the
                  ordinary   course  of  business   which   secure   payment  of
                  obligations  not more than 60 days past due or which are being
                  contested  in good faith by  appropriate  proceedings  and for
                  which   adequate   reserves  in  accordance   with   Agreement
                  Accounting Principles shall have been set aside on its books.

         (iii)    Liens  arising  out of  pledges  or  deposits  under  worker's
                  compensation laws, unemployment  insurance,  old age pensions,
                  or other social  security or retirement  benefits,  or similar
                  legislation.

         (iv)     Utility  easements,   building  restrictions  and  such  other
                  encumbrances  or charges  against  real  property  as are of a
                  nature  generally  existing  with respect to  properties  of a
                  similar  character and which do not in any material way affect
                  the


                                       33
<PAGE>

                  marketability of the same or interfere with the use thereof in
                  the business of the Borrower or its Subsidiaries.

         (v)      Liens  existing on the date hereof  and described on  Schedule
                  6.15.

         (vi)     Liens securing Indebtedness permitted by Section 6.11(iii) and
                  (vi).

         (vii)    Liens  in favor  of a  collateral  agent,  for the  equal  and
                  ratable  benefit  of the  Lenders  and the  lenders  under the
                  364-Day Credit  Agreement,  granted pursuant to any Collateral
                  Document.

         6.16.  Affiliates.  The  Borrower  will not,  and will not  permit  any
Subsidiary to,
enter into any transaction (including,  without limitation, the purchase or sale
of any  Property or  service)  with,  or make any  payment or  transfer  to, any
Affiliate  except  in the  ordinary  course  of  business  and  pursuant  to the
reasonable requirements of the Borrower's or such Subsidiary's business and upon
fair and reasonable  terms no less favorable to the Borrower or such  Subsidiary
than the Borrower or such  Subsidiary  would obtain in a comparable  arms-length
transaction.

         6.17. Guarantors; Pledge of Stock of Foreign Subsidiaries.

         (a)  The  Borrower  shall  cause  each  Material  Subsidiary  that is a
Domestic  Subsidiary  and  each  Domestic  Subsidiary  acquired  pursuant  to  a
Permitted Acquisition,  within ten days after such Domestic Subsidiary becomes a
Material  Subsidiary  or is so acquired,  to become a Guarantor by delivering to
the  Agent a duly  executed  supplement  to the  Guaranty,  together  with  such
supporting  documentation,  including  authorizing  resolutions  and opinions of
counsel,  as the  Agent  may  reasonable  request  and  in  form  and  substance
reasonably satisfactory to the Agent.

         (b) The  Borrower  shall  pledge,  or cause one or more of its Domestic
Subsidiaries to pledge,  to a collateral  agent acceptable to the Agent, for the
equal and  ratable  benefit of the  Lenders  and the  lenders  under the 364-Day
Credit Agreement, 65% of the capital stock or other equity interests held by the
Borrower and its Domestic  Subsidiaries  of each  Foreign  Subsidiary  that is a
Material Subsidiary or is acquired pursuant to a Permitted  Acquisition,  within
ten days after such Foreign  Subsidiary  becomes a Material  Subsidiary or is so
acquired,  pursuant to one or more pledge agreements, in each case together with
supporting  documentation,  including  authorizing  resolutions  and opinions of
counsel (including counsel from the jurisdiction of organization of such Foreign
Subsidiary),  as the Agent may  reasonably  request,  all in form and  substance
reasonably satisfactory to the Agent.

         6.18. Financial Covenants.

         6.18.1.  Interest  Coverage  Ratio.  The  Borrower  will not permit the
ratio,  determined  as of the end of each of its  fiscal  quarters  for the then
most-recently  ended four  fiscal  quarters,  of (i)  Consolidated  EBIT to (ii)
Consolidated Interest Expense to be less than 3.0 to 1.0.

         6.18.2.  Leverage  Ratio.  The  Borrower  will not  permit  the  ratio,
determined  as of the end of each of its fiscal  quarters,  of (i)  Consolidated
Total Debt to (ii)  Consolidated  EBITDA for the then  most-recently  ended four
fiscal quarters to be greater than 2.25 to 1.0.



                                       34
<PAGE>

         6.18.3.  Minimum Net Worth.  The  Borrower  will at all times  maintain
Consolidated  Net Worth of not less than the sum of (i)  $176,177,600  plus (ii)
50% of Consolidated Net Income earned in each fiscal quarter  beginning with the
quarter ending September 30, 2000 (without  deduction for losses) plus (iii) the
amount of any addition to the consolidated  shareholders' equity of the Borrower
and its  Subsidiaries  at any time  resulting  from the  issuance or sale of any
capital stock or other equity  interests by the Borrower  after the date of this
Agreement.

                                  ARTICLE VII

                                    DEFAULTS
                                    --------

         The  occurrence  of any  one or  more  of the  following  events  shall
constitute a Default:

         7.1. Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its  Subsidiaries to the Lenders or the Agent under or
in connection with this  Agreement,  any Loan, or any certificate or information
delivered in connection  with this Agreement or any other Loan Document shall be
materially false on the date as of which made.

         7.2.  Nonpayment  of principal of any Loan when due, or  nonpayment  of
interest upon any Loan or of any Facility Fee or other  obligations under any of
the Loan Documents within five days after the same becomes due.

         7.3.  The breach by the Borrower of any of the terms or  provisions  of
Sections 6.2, 6.3, 6.9, 6.10,  6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or 6.18;
or the breach by the Borrower of any of the terms or  provisions  of Section 6.1
which is not remedied  within five Business  Days after written  notice from the
Agent or any Lender.

         7.4. The breach by the Borrower (other than a breach which  constitutes
a Default  under  another  Section of this  Article  VII) of any of the terms or
provisions of this  Agreement or any other Loan  Document  which is not remedied
within 30 days after written notice from the Agent or any Lender.

         7.5. Failure of the Borrower or any of its Subsidiaries to pay when due
any Indebtedness aggregating in excess of $5,000,000 ("Material  Indebtedness");
or the default by the  Borrower or any of its  Subsidiaries  in the  performance
(beyond the applicable grace period with respect  thereto,  if any) of any term,
provision or condition  contained in any agreement under which any such Material
Indebtedness  was  created or is  governed,  or any other  event  shall occur or
condition  exist, the effect of which default or event is to cause, or to permit
the holder or holders of such  Material  Indebtedness  to cause,  such  Material
Indebtedness  to  become  due  prior to its  stated  maturity;  or any  Material
Indebtedness of the Borrower or any of its Subsidiaries  shall be declared to be
due and  payable  or  required  to be prepaid or  repurchased  (other  than by a
regularly  scheduled  payment)  prior to the  stated  maturity  thereof;  or the
Borrower  or any of its  Subsidiaries  shall not pay,  or admit in  writing  its
inability to pay, its debts generally as they become due.

         7.6.  The Borrower or any of its  Subsidiaries  shall (i) have an order
for relief entered with respect to it under the Federal  bankruptcy  laws as now
or hereafter in effect,  (ii) make an  assignment  for the benefit of creditors,
(iii)  apply for,  seek,  consent  to, or  acquiesce  in, the



                                       35
<PAGE>


appointment of a receiver,  custodian,  trustee, examiner, liquidator or similar
official for it or any Substantial  Portion of its Property,  (iv) institute any
proceeding  seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate  it a bankrupt or 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, (v) take any corporate or  partnership  action to authorize or
effect any of the  foregoing  actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7.  Without the  application,  approval or consent of the Borrower or
any of its Subsidiaries,  a receiver,  trustee, examiner,  liquidator or similar
official shall be appointed for the Borrower or any of its  Subsidiaries  or any
Substantial  Portion  of its  Property,  or a  proceeding  described  in Section
7.6(iv) shall be instituted  against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

         7.8. Any court,  government or governmental agency shall condemn, seize
or otherwise  appropriate,  or take custody or control of, all or any portion of
the Property of the Borrower and its  Subsidiaries  which,  when taken  together
with all other  Property of the  Borrower  and its  Subsidiaries  so  condemned,
seized,  appropriated,  or taken custody or control of, during the  twelve-month
period  ending with the month in which any such  action  occurs,  constitutes  a
Substantial Portion.

         7.9. The Borrower or any of its Subsidiaries  shall fail within 30 days
to pay, bond or otherwise  discharge one or more (i) judgments or orders for the
payment  of money  (except to the extent  covered by  insurance  as to which the
insurer has not disclaimed  coverage) in excess of $5,000,000 (or the equivalent
thereof  in  currencies  other  than U.S.  Dollars)  in the  aggregate,  or (ii)
nonmonetary judgments or orders which,  individually or in the aggregate,  could
reasonably be expected to have a Material Adverse Effect, which judgment(s),  in
any such  case,  is/are not stayed on appeal or  otherwise  being  appropriately
contested in good faith.

         7.10. A Reportable Event shall occur that results in or could result in
liability  of the  Borrower,  any  Subsidiary  of the  Borrower  or their  ERISA
Affiliates to the PBGC or to any Plan and such Reportable Event is not corrected
within ten (10) days after the occurrence thereof; or any Reportable Event shall
occur  which  could  constitute  grounds  for  termination  of any  Plan  of the
Borrower,  its  Subsidiaries  or their ERISA  Affiliates  by the PBGC or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer any such Plan and such Reportable  Event is not corrected  within ten
(10) days after the occurrence thereof;  or the Borrower,  any Subsidiary of the
Borrower  or any of their  ERISA  Affiliates  shall  file a notice  of intent to
terminate a Plan or other  proceedings  shall be instituted to terminate a Plan;
or the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates
shall fail to pay when due any  liability to the PBGC or to a Plan;  or the PBGC
shall have  instituted  proceedings  to  terminate,  or to cause a trustee to be
appointed to administer,  any Plan of the Borrower,  its  Subsidiaries  or their
ERISA  Affiliates;  or any Person shall engage in a Prohibited  Transaction with
respect  to any Plan  which  results  in or could  result  in  liability  of the
Borrower,  any Subsidiary of the Borrower,  any of their ERISA  Affiliates,  any
Plan of the Borrower, its



                                       36
<PAGE>

Subsidiaries  or their ERISA  Affiliates  or fiduciary of any such Plan;  or the
Borrower,  any Subsidiary of the Borrower or any of their ERISA Affiliates shall
fail to make a required  installment  or other  payment  to any Plan  within the
meaning of Section 302(f) of ERISA or Section 412(n) of the Code,  which failure
results in or could result in liability of the Borrower,  any  Subsidiary of the
Borrower  or any of  their  ERISA  Affiliates  to the PBGC or any  Plan;  or the
Borrower,  any  of its  Subsidiaries  or any of  their  ERISA  Affiliates  shall
withdraw from a Plan during a plan year in which it was a "substantial employer"
as  defined  in  Section  4001(a)(2)  of  ERISA;  or  the  Borrower,  any of its
Subsidiaries  or any of their ERISA  Affiliates  shall  become an employer  with
respect to any  Multiemployer  Plan  without  the prior  written  consent of the
Required Lenders.

         7.11. The Borrower or any of its Subsidiaries  shall (i) be the subject
of any  proceeding or  investigation  pertaining to the release by the Borrower,
any of its  Subsidiaries  or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect and is not remedied within 30 days.

         7.12. Any Change in Control shall occur.

         7.13.  The Guaranty  shall fail to remain in full force or effect as to
any  Guarantor  or any  action  shall be taken to  discontinue  or to assert the
invalidity or unenforceability  of the Guaranty,  or any Guarantor shall fail to
comply with any of the terms or  provisions  of the  Guaranty,  or any Guarantor
shall deny that it has any further  liability under the Guaranty,  or shall give
notice to such effect.

         7.14.  Any  Collateral  Document  shall for any reason fail to create a
valid and perfected first priority security interest in any collateral purported
to be  covered  thereby,  except as  permitted  by the  terms of any  Collateral
Document,  or any  Collateral  Document  shall  fail to remain in full  force or
effect or any action shall be taken to  discontinue  or to assert the invalidity
or unenforceability of any Collateral Document.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

         8.1.  Acceleration.  If any  Default  described  in Section  7.6 or 7.7
occurs with  respect to the  Borrower,  the  obligations  of the Lenders to make
Loans  hereunder  shall  automatically   terminate  and  the  Obligations  shall
immediately become due and payable without any election or action on the part of
the Agent or any Lender.  If any other Default occurs,  the Required Lenders (or
the Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans  hereunder,  or declare the Obligations
to be  due  and  payable,  or  both,  whereupon  the  Obligations  shall  become
immediately due and payable,  without presentment,  demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives.

                  If, within 30 days after  acceleration  of the maturity of the
Obligations  or  termination  of the  obligations  of the  Lenders to make Loans
hereunder  as a result of any Default

                                       37


<PAGE>


(other than any Default as  described  in Section 7.6 or 7.7 with respect to the
Borrower)  and before any judgment or decree for the payment of the  Obligations
due shall have been  obtained or entered,  the  Required  Lenders (in their sole
discretion) shall so direct, the Agent shall, by notice to the Borrower, rescind
and annul such acceleration and/or termination.

         8.2.  Amendments.  Subject to the  provisions of this Article VIII, the
Required  Lenders  (or the Agent with the  consent  in  writing of the  Required
Lenders) and the Borrower may enter into agreements  supplemental hereto for the
purpose of adding or modifying any  provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of each Lender affected thereby:

         (i)      Extend the final  maturity  of any Loan or forgive  all or any
                  portion of the principal amount thereof, or reduce the rate or
                  extend the time of payment of interest or fees thereon.

         (ii)     Reduce  the percentage specified in the definition of Required
                  Lenders.

         (iii)    Extend the Facility  Termination Date, or reduce the amount or
                  extend the payment date for, the mandatory  payments  required
                  under Section 2.2, or increase the amount of the Commitment of
                  any Lender  hereunder,  or permit the  Borrower  to assign its
                  rights under this Agreement.

         (iv)     Amend this Section 8.2.

         (v)      Release any Guarantor or, except as provided in the Collateral
                  Documents, release all or  substantially all of the collateral
                  covered thereby.

No amendment of any provision of this  Agreement  relating to the Agent shall be
effective  without  the  written  consent  of the  Agent.  No  amendment  of any
provision of this Agreement  relating to the Swing Line Lender or any Swing Line
Loans shall be effective  without the written  consent of the Swing Line Lender.
The Agent may waive  payment of the fee required  under Section  12.3.2  without
obtaining the consent of any other party to this Agreement.

         8.3. Preservation of Rights. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents  shall impair such right or
be construed to be a waiver of any Default or an acquiescence  therein,  and the
making of a Loan  notwithstanding the existence of a Default or the inability of
the  Borrower  to  satisfy  the  conditions  precedent  to such  Loan  shall not
constitute  any waiver or  acquiescence.  Any single or partial  exercise of any
such right shall not preclude other or further  exercise thereof or the exercise
of any other right,  and no waiver,  amendment or other  variation of the terms,
conditions or provisions of the Loan Documents  whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing  specifically set forth. All remedies contained in
the Loan  Documents  or by law  afforded  shall be  cumulative  and all shall be
available to the Agent and the Lenders until the  Obligations  have been paid in
full.



                                       38
<PAGE>

                                   ARTICLE IX

                               GENERAL PROVISIONS
                               ------------------

         9.1. Survival of Representations. All representations and warranties of
the Borrower  contained in this Agreement  shall survive the making of the Loans
herein contemplated.

         9.2. Governmental  Regulation.  Anything contained in this Agreement to
the contrary  notwithstanding,  no Lender shall be obligated to extend credit to
the Borrower in  violation  of any  limitation  or  prohibition  provided by any
applicable statute or regulation.

         9.3.  Headings.   Section  headings  in  the  Loan  Documents  are  for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4. Entire  Agreement.  The Loan Documents embody the entire agreement
and  understanding  among the Borrower,  the Agent and the Lenders and supersede
all prior agreements and  understandings  among the Borrower,  the Agent and the
Lenders  relating  to the  subject  matter  thereof  other  than the fee  letter
described in Section 10.13.

         9.5. Several  Obligations;  Benefits of this Agreement.  The respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its  obligations  hereunder  shall not relieve any other  Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit  upon any Person other than the parties to this  Agreement  and
their respective  successors and assigns,  provided,  however,  that the parties
hereto  expressly  agree  that the  Arranger  shall  enjoy the  benefits  of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent  specifically set forth
therein and shall have the right to enforce  such  provisions  on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6.  Expenses;  Indemnification.  (i) The Borrower shall reimburse the
Agent  and the  Arranger  for any  costs,  internal  charges  and  out-of-pocket
expenses  (including  reasonable  attorneys'  fees, time charges and expenses of
attorneys  for the  Agent)  paid or  incurred  by the Agent or the  Arranger  in
connection with the preparation,  negotiation, execution, delivery, syndication,
distribution   (including,   without  limitation,   via  the  internet)  review,
amendment,  modification, and administration of the Loan Documents. The Borrower
also agrees to reimburse the Agent,  the Arranger and the Lenders for any costs,
internal charges and out-of-pocket  expenses  (including  reasonable  attorneys'
fees, time charges and expenses of attorneys for the Agent, the Arranger and the
Lenders,  which  attorneys  may be employees  of the Agent,  the Arranger or the
Lenders) paid or incurred by the Agent, the Arranger or any Lender in connection
with the collection and enforcement of the Loan Documents.

         (ii) The Borrower  hereby  further  agrees to indemnify the Agent,  the
Arranger, each Lender, their respective affiliates, and each of their directors,
officers  and  employees  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
Agent,



                                       39
<PAGE>


the Arranger,  any Lender or any affiliate is a party thereto) which any of them
may pay or incur  arising out of or relating to this  Agreement,  the other Loan
Documents,  the  transactions  contemplated  hereby or the  direct  or  indirect
application  or proposed  application  of the  proceeds  of any Loan  hereunder,
except to the extent that any of the foregoing is due to the gross negligence or
willful misconduct of the party seeking indemnification.  The obligations of the
Borrower under this Section 9.6 shall survive the termination of this Agreement.

         9.7. Numbers of Documents. All statements,  notices, closing documents,
and  requests  hereunder  shall  be  furnished  to  the  Agent  with  sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         9.8.  Accounting.  Except  as  provided  to the  contrary  herein,  all
accounting   terms  used  herein  shall  be   interpreted   and  all  accounting
determinations  hereunder shall be made in accordance with Agreement  Accounting
Principles.

         9.9.  Severability  of  Provisions.  Any provision in any Loan Document
that is held to be inoperative,  unenforceable,  or invalid in any  jurisdiction
shall,  as to that  jurisdiction,  be  inoperative,  unenforceable,  or  invalid
without  affecting  the  remaining   provisions  in  that  jurisdiction  or  the
operation,   enforceability,   or  validity  of  that  provision  in  any  other
jurisdiction,  and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. Nonliability of Lenders. The relationship between the Borrower on
the one hand and the  Lenders  and the Agent on the other  hand  shall be solely
that of borrower  and lender.  Neither the Agent,  the  Arranger  nor any Lender
shall have any fiduciary  responsibilities  to the Borrower.  Neither the Agent,
the Arranger nor any Lender  undertakes  any  responsibility  to the Borrower to
review or inform the Borrower of any matter in connection  with any phase of the
Borrower's  business or operations.  The Borrower agrees that neither the Agent,
the  Arranger  nor any Lender  shall have  liability  to the  Borrower  (whether
sounding in tort,  contract or otherwise) for losses suffered by the Borrower in
connection  with,  arising out of, or in any way  related  to, the  transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless such losses resulted
from the gross negligence or willful misconduct of the party from which recovery
is  sought.  Neither  the Agent,  the  Arranger  nor any  Lender  shall have any
liability with respect to, and the Borrower  hereby waives,  releases and agrees
not to sue  for,  any  special,  indirect,  consequential  or  punitive  damages
suffered  by the  Borrower  in  connection  with,  arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

         9.11.  Confidentiality.  Each  Lender  agrees to hold any  confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their  respective  Affiliates,  (ii) to legal  counsel,  accountants,  and other
professional  advisors to such Lender or to a  Transferee,  (iii) to  regulatory
officials,  (iv) to any Person as  requested  pursuant to or as required by law,
regulation,  or legal  process,  (v) to any Person in connection  with any legal
proceeding  to which such  Lender is a party,  (vi) to such  Lender's  direct or
indirect  contractual  counterparties  in swap  agreements or to legal  counsel,
accountants and other professional  advisors to such  counterparties,  and (vii)
permitted by Section 12.4.



                                       40
<PAGE>

         9.12. Nonreliance. Each Lender hereby represents that it is not relying
on or looking to any margin  stock (as defined in  Regulation  U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

         9.13.  Disclosure.  The Borrower and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other  relationships  with the  Borrower and its
Affiliates.

                                    ARTICLE X

                                    THE AGENT
                                    ---------

         10.1.  Appointment;  Nature of  Relationship.  Bank  One,  NA is hereby
appointed  by each of the  Lenders  as its  contractual  representative  (herein
referred to as the "Agent")  hereunder and under each other Loan  Document,  and
each of the Lenders  irrevocably  authorizes the Agent to act as the contractual
representative  of such  Lender with the rights and duties  expressly  set forth
herein  and in the  other  Loan  Documents.  The  Agent  agrees  to act as  such
contractual representative upon the express conditions contained in this Article
X.  Notwithstanding  the  use of  the  defined  term  "Agent,"  it is  expressly
understood   and   agreed   that  the  Agent   shall  not  have  any   fiduciary
responsibilities  to any  Lender by reason of this  Agreement  or any other Loan
Document and that the Agent is merely acting as the  contractual  representative
of the  Lenders  with  only  those  duties  as are  expressly  set forth in this
Agreement  and  the  other  Loan  Documents.  In its  capacity  as the  Lenders'
contractual  representative,  the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders,  (ii) is a "representative"  of the Lenders within
the meaning of Section 9-105 of the Uniform  Commercial Code and (iii) is acting
as an  independent  contractor,  the rights  and duties of which are  limited to
those expressly set forth in this Agreement and the other Loan  Documents.  Each
of the Lenders  hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability  for breach of  fiduciary  duty,  all of
which claims each Lender hereby waives.

         10.2.  Powers.  The Agent shall have and may exercise such powers under
the Loan  Documents as are  specifically  delegated to the Agent by the terms of
each thereof,  together with such powers as are reasonably  incidental  thereto.
The Agent shall have no implied duties to the Lenders,  or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3.  General  Immunity.  Neither the Agent nor any of its  directors,
officers,  agents or employees  shall be liable to the Borrower,  the Lenders or
any Lender for any action  taken or omitted to be taken by it or them  hereunder
or under any other Loan Document or in connection  herewith or therewith  except
to the extent  such action or inaction  due to the gross  negligence  or willful
misconduct of such Person.

         10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors,  officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement,  warranty
or  representation  made in  connection  with any Loan Document or any borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,



                                       41
<PAGE>


any agreement by an obligor to furnish information  directly to each Lender; (c)
the  satisfaction  of any condition  specified in Article IV, except  receipt of
items  required  to be  delivered  solely to the  Agent;  (d) the  existence  or
possible  existence  of any  Default or  Unmatured  Default;  (e) the  validity,
enforceability,  effectiveness,  sufficiency or genuineness of any Loan Document
or any other instrument or writing  furnished in connection  therewith;  (f) the
value,  sufficiency,  creation,  perfection  or  priority  of  any  Lien  in any
collateral  security;  or (g) the  financial  condition  of the  Borrower or any
guarantor  of any of the  Obligations  or of any of the  Borrower's  or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders  information that is not required to be furnished by the Borrower to
the Agent at such time,  but is  voluntarily  furnished  by the  Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5.  Action on Instructions of Lenders.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting,  hereunder and under
any other Loan Document in accordance  with written  instructions  signed by the
Required  Lenders,  and such instructions and any action taken or failure to act
pursuant  thereto  shall be binding on all of the  Lenders.  The Lenders  hereby
acknowledge  that the  Agent  shall  be under no duty to take any  discretionary
action  permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan  Document  unless it shall be requested in writing to do so by
the Required Lenders.  The Agent shall be fully justified in failing or refusing
to take any action  hereunder and under any other Loan Document  unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all  liability,  cost and  expense  that it may  incur by  reason  of  taking or
continuing to take any such action.

         10.6.  Employment  of Agents and Counsel.  The Agent may execute any of
its duties as Agent  hereunder  and under any other Loan  Document by or through
employees,  agents,  and  attorneys-in-fact  and shall not be  answerable to the
Lenders,  except  as to money or  securities  received  by it or its  authorized
agents,  for the default or misconduct  of any such agents or  attorneys-in-fact
selected by it with  reasonable  care.  The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters  pertaining to the Agent's duties  hereunder and under any other
Loan Document.

         10.7.  Reliance on Documents;  Counsel.  The Agent shall be entitled to
rely upon any Note, notice, consent,  certificate,  affidavit, letter, telegram,
statement,  paper or  document  believed  by it to be genuine and correct and to
have been  signed or sent by the proper  person or  persons,  and, in respect to
legal matters,  upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8. Agent's  Reimbursement and Indemnification.  The Lenders agree to
reimburse and  indemnify  the Agent  ratably in  proportion to their  respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments  immediately  prior to such  termination)  (i) for any  amounts  not
reimbursed by the Borrower for which the Agent is entitled to  reimbursement  by
the Borrower under the Loan Documents,  (ii) for any other expenses  incurred by
the  Agent on  behalf  of the  Lenders,  in  connection  with  the  preparation,
execution,  delivery,  administration  and  enforcement  of the  Loan  Documents
(including,  without  limitation,  for any  expenses  incurred  by the  Agent in
connection  with any dispute  between the Agent and any Lender or between two or
more of the  Lenders)  and  (iii)  for  any  liabilities,



                                       42
<PAGE>

obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted  against the Agent in any way relating to or arising
out of the  Loan  Documents  or  any  other  document  delivered  in  connection
therewith  or  the  transactions   contemplated   thereby  (including,   without
limitation,  for any such amounts  incurred by or asserted  against the Agent in
connection  with any dispute  between the Agent and any Lender or between two or
more  of the  Lenders),  or the  enforcement  of any of the  terms  of the  Loan
Documents or of any such other  documents,  provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing resulted from
the  gross  negligence  or  willful   misconduct  of  the  Agent  and  (ii)  any
indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the
provisions of this Section  10.8,  be paid by the relevant  Lender in accordance
with the provisions  thereof.  The obligations of the Lenders under this Section
10.8 shall survive payment of the Obligations and termination of this Agreement.

         10.9.  Notice  of  Default.  The  Agent  shall  not be  deemed  to have
knowledge  or notice of the  occurrence  of any  Default  or  Unmatured  Default
hereunder  unless the Agent has  received  written  notice  from a Lender or the
Borrower  referring  to this  Agreement  describing  such  Default or  Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice,  the Agent shall give prompt notice thereof to
the Lenders.

         10.10.  Rights  as a Lender.  In the  event the Agent is a Lender,  the
Agent shall have the same rights and powers  hereunder  and under any other Loan
Document  with  respect  to its  Commitment  and its Loans as any Lender and may
exercise  the same as though it were not the  Agent,  and the term  "Lender"  or
"Lenders"  shall,  at any time when the Agent is a Lender,  unless  the  context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally  engage in
any kind of trust,  debt,  equity or other  transaction,  in  addition  to those
contemplated by this Agreement or any other Loan Document,  with the Borrower or
any of its  Subsidiaries  in  which  the  Borrower  or  such  Subsidiary  is not
restricted hereby from engaging with any other Person.

         10.11.  Lender Credit Decision.  Each Lender  acknowledges that it has,
independently  and without  reliance  upon the Agent,  the Arranger or any other
Lender and based on the financial  statements  prepared by the Borrower and such
other  documents  and  information  as it has deemed  appropriate,  made its own
credit  analysis  and decision to enter into this  Agreement  and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance  upon the Agent,  the  Arranger  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement and the other Loan Documents.

         10.12.  Successor  Agent.  The Agent  may  resign at any time by giving
written notice thereof to the Lenders and the Borrower,  such  resignation to be
effective upon the  appointment of a successor  Agent or, if no successor  Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign.  The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders,  such removal
to be effective on the date  specified  by the Required  Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so



                                       43
<PAGE>


appointed by the Required Lenders within thirty days after the resigning Agent's
giving notice of its intention to resign,  then the resigning Agent may appoint,
on behalf of the Borrower and the Lenders,  a successor  Agent.  Notwithstanding
the  previous  sentence,  the Agent may at any time  without  the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Agent hereunder. If the Agent has resigned or been removed and no
successor  Agent has been  appointed,  the Lenders may perform all the duties of
the Agent  hereunder and the Borrower  shall make all payments in respect of the
Obligations  to the  applicable  Lender  and for all other  purposes  shall deal
directly  with the Lenders.  No successor  Agent shall be deemed to be appointed
hereunder  until such  successor  Agent has accepted the  appointment.  Any such
successor Agent shall be a commercial bank having capital and retained  earnings
of at  least  $100,000,000.  Upon the  acceptance  of any  appointment  as Agent
hereunder by a successor Agent,  such successor Agent shall thereupon succeed to
and become  vested with all the  rights,  powers,  privileges  and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of the Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents.  After the effectiveness
of the  resignation  or removal of an Agent,  the  provisions  of this Article X
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted  to be taken by it while it was  acting as the Agent  hereunder
and under the other Loan  Documents.  In the event that there is a successor  to
the Agent by merger,  or the Agent  assigns  its duties  and  obligations  to an
Affiliate  pursuant to this Section 10.12, then the term "Prime Rate" as used in
this Agreement  shall mean the prime rate,  base rate or other analogous rate of
the new Agent.

         10.13. Agent and Arranger Fees. The Borrower agrees to pay to the Agent
and the  Arranger,  for their  respective  accounts,  the fees  agreed to by the
Borrower,  the Agent and the Arranger  pursuant to that certain letter agreement
dated June 22, 2000, or as otherwise agreed from time to time.

         10.14.  Delegation  to  Affiliates.  The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees)  which performs duties in connection with this Agreement shall be
entitled  to  the  same  benefits  of  the  indemnification,  waiver  and  other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15.  Collateral  Releases.  The Lenders hereby empower and authorize
the Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or  instruments  as shall be necessary  or  appropriate  to effect any
releases of Collateral Documents which shall be permitted by the terms hereof or
of any other Loan  Document or which shall  otherwise  have been approved by the
Required  Lenders  (or,  if  required  by the terms of Section  8.2,  all of the
Lenders) in writing.

         10.16. Co-Agents,  Documentation Agent, Syndication Agent, etc. Neither
any of the  Lenders  identified  in  this  Agreement  as a  "co-agent"  nor  the
Documentation  Agent or the  Syndication  Agent  shall  have any  right,  power,
obligation,  liability,  responsibility  or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary  relationship  with any
Lender. Each Lender hereby makes the same  acknowledgments  with respect to such
Lenders as it makes with respect to the Agent in Section 10.11.



                                       44
<PAGE>

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS
                            ------------------------

         11.1.  Setoff. In addition to, and without limitation of, any rights of
the Lenders under  applicable law, if the Borrower  becomes  insolvent,  however
evidenced,  or any Default occurs,  any and all deposits  (including all account
balances,  whether  provisional  or  final  and  whether  or  not  collected  or
available) and any other Indebtedness at any time held or owing by any Lender or
any  Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and  applied  toward  the  payment  of the  Obligations  owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

         11.2. Ratable Payments. If any Lender,  whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments  received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater  proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender,  whether in connection with
setoff or  amounts  which  might be  subject  to setoff or  otherwise,  receives
collateral or other  protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in  proportion  to their  Loans.  In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------

         12.1.  Successors  and Assigns.  The terms and  provisions  of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders  and  their  respective  successors  and  assigns,  except  that (i) the
Borrower shall not have the right to assign its rights or obligations  under the
Loan  Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 12.1  relates  only to absolute  assignments  and does not prohibit
assignments creating security interests,  including, without limitation, (x) any
pledge or  assignment  by any Lender of all or any  portion of its rights  under
this  Agreement  and any Note to a Federal  Reserve Bank or (y) in the case of a
Lender which is a fund,  any pledge or  assignment  of all or any portion of its
rights  under  this  Agreement  and any Note to its  trustee  in  support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security  interest  shall  release  the  transferor  Lender  from its
obligations  hereunder  unless and until the parties  thereto have complied with
the  provisions of Section  12.3.  The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3;  provided,  however,  that the
Agent may in its discretion  (but shall not be required to) follow  instructions
from the Person  which made any Loan or which holds any Note to direct  payments
relating to such Loan or Note to another  Person.  Any assignee of the rights to
any Loan or any Note agrees by acceptance of such  assignment to be bound by all
the terms and  provisions  of the Loan  Documents.  Any  request,  authority  or
consent



                                       45
<PAGE>


of any Person,  who at the time of making such request or giving such  authority
or  consent is the owner of the  rights to any Loan  (whether  or not a Note has
been  issued in  evidence  thereof),  shall be  conclusive  and  binding  on any
subsequent holder or assignee of the rights to such Loan.

         12.2. Participations.

         12.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance  with  applicable law, at any time sell
to one or more banks or other entities ("Participants")  participating interests
in any Loan owing to such Lender,  any Note held by such Lender,  any Commitment
of such Lender or any other interest of such Lender under the Loan Documents. In
the  event  of any  such  sale  by a  Lender  of  participating  interests  to a
Participant,  such Lender's  obligations  under the Loan Documents  shall remain
unchanged,  such Lender shall remain  solely  responsible  to the other  parties
hereto for the  performance  of such  obligations,  such Lender shall remain the
owner of its Loans and the holder of any Note issued to it in  evidence  thereof
for all purposes under the Loan  Documents,  all amounts payable by the Borrower
under this  Agreement  shall be  determined  as if such Lender had not sold such
participating  interests,  and the Borrower and the Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents.

         12.2.2.  Voting  Rights.  Each  Lender  shall  retain the sole right to
approve, without the consent of any Participant, any amendment,  modification or
waiver  of any  provision  of the  Loan  Documents  other  than  any  amendment,
modification  or waiver  with  respect to any Loan or  Commitment  in which such
Participant  has an interest  which would require  consent of all of the Lenders
pursuant to the terms of Section 8.2 or of any other Loan Document.

         12.2.3.  Benefit of Setoff.  The Borrower agrees that each  Participant
shall be deemed to have the right of setoff  provided in Section 11.1 in respect
of its  participating  interest in amounts owing under the Loan Documents to the
same extent as if the amount of its  participating  interest were owing directly
to it as a Lender  under the Loan  Documents,  provided  that each Lender  shall
retain the right of setoff  provided in Section  11.1 with respect to the amount
of participating interests sold to each Participant.  The Lenders agree to share
with each Participant,  and each Participant,  by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender,  any amount received
pursuant to the  exercise of its right of setoff,  such  amounts to be shared in
accordance with Section 11.2 as if each Participant were a Lender.

         12.3. Assignments.

         12.3.1.  Permitted Assignments.  Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Loan Documents.  Such assignment shall be substantially in
the form of Exhibit C or in such  other form as may be agreed to by the  parties
thereto. The consent of the Borrower and the Agent shall be required prior to an
assignment  becoming effective with respect to a Purchaser which is not a Lender
or an Affiliate thereof;  provided,  however, that if a Default has occurred and
is continuing,  the consent of the Borrower shall not be required.  Such consent
shall not be unreasonably withheld or delayed. Each such assignment with respect
to a Purchaser which is not a Lender or an Affiliate  thereof



                                       46
<PAGE>


shall  (unless each of the Borrower and the Agent  otherwise  consents) be in an
amount not less than the lesser of (i)  $5,000,000 or (ii) the remaining  amount
of the  assigning  Lender's  Commitment  (calculated  as at  the  date  of  such
assignment)  or  outstanding  Loans  (if  the  applicable  Commitment  has  been
terminated).

         12.3.2.  Effect;  Effective  Date. Upon (i) delivery to the Agent of an
assignment,  together  with any consents  required by Section  12.3.1,  and (ii)
payment of a $4,000 fee to the Agent for processing such assignment (unless such
fee is waived by the Agent),  such  assignment  shall  become  effective  on the
effective date  specified in such  assignment.  The  assignment  shall contain a
representation  by the  Purchaser  to the effect that none of the  consideration
used to make the  purchase  of the  Commitment  and Loans  under the  applicable
assignment  agreement  constitutes "plan assets" as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan  Documents  will
not be "plan  assets"  under  ERISA.  On and  after the  effective  date of such
assignment,  such  Purchaser  shall for all  purposes be a Lender  party to this
Agreement  and any other Loan  Document  executed by or on behalf of the Lenders
and  shall  have all the  rights  and  obligations  of a Lender  under  the Loan
Documents,  to the same extent as if it were an original  party  hereto,  and no
further  consent or action by the  Borrower,  the  Lenders or the Agent shall be
required to release the transferor  Lender with respect to the percentage of the
Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation
of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor
Lender,  the Agent  and the  Borrower  shall,  if the  transferor  Lender or the
Purchaser  desires  that its  Loans be  evidenced  by  Notes,  make  appropriate
arrangements so that new Notes or, as appropriate,  replacement Notes are issued
to such transferor Lender and new Notes or, as appropriate,  replacement  Notes,
are issued to such Purchaser, in each case in principal amounts reflecting their
respective Commitments, as adjusted pursuant to such assignment.

         12.4. Dissemination of Information. The Borrower authorizes each Lender
to disclose to any  Participant  or Purchaser  or any other Person  acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective  Transferee  any and all  information  in such  Lender's  possession
concerning the creditworthiness of the Borrower and its Subsidiaries,  including
without limitation any information contained in any Reports;  provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5.  Tax  Treatment.   If  any  interest  in  any  Loan  Document  is
transferred  to  any  Transferee  which  is  organized  under  the  laws  of any
jurisdiction  other than the United States or any State thereof,  the transferor
Lender shall cause such Transferee,  concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).



                                       47
<PAGE>

                                  ARTICLE XIII

                                     NOTICES
                                     -------

         13.1.  Notices.  Except as  otherwise  permitted  by Section  2.14 with
respect to borrowing notices, all notices,  requests and other communications to
any party  hereunder  shall be in writing  (including  electronic  transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the  signature  pages  hereof,  (y) in the case of any  Lender,  at its
address or facsimile number set forth in its administrative questionnaire or (z)
in the case of any party,  at such other  address  or  facsimile  number as such
party  may  hereafter  specify  for the  purpose  by notice to the Agent and the
Borrower in  accordance  with the  provisions  of this Section  13.1.  Each such
notice,  request  or  other  communication  shall be  effective  (i) if given by
facsimile  transmission,  when  transmitted to the facsimile number specified in
this Section and confirmation of receipt is received,  (ii) if given by mail, 72
hours  after such  communication  is  deposited  in the mails  with first  class
postage prepaid,  addressed as aforesaid,  or (iii) if given by any other means,
when  delivered  (or, in the case of electronic  transmission,  received) at the
address  specified  in this  Section;  provided  that notices to the Agent under
Article II shall not be effective until received.

         13.2.  Change of Address.  The  Borrower,  the Agent and any Lender may
each  change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                                  ARTICLE XIV

                                  COUNTERPARTS
                                  ------------

         This  Agreement may be executed in any number of  counterparts,  all of
which taken  together shall  constitute  one  agreement,  and any of the parties
hereto  may  execute  this  Agreement  by  signing  any such  counterpart.  This
Agreement  shall be effective  when it has been  executed by the  Borrower,  the
Agent and the  Lenders  and each  party  has  notified  the  Agent by  facsimile
transmission or telephone that it has taken such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
          ------------------------------------------------------------

         15.1.  CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING,  WITHOUT  LIMITATION,  735 ILCS SECTION 105/5-1 ET
SEQ., BUT OTHERWISE  WITHOUT  REGARD TO THE CONFLICT OF LAWS  PROVISIONS) OF THE
STATE OF  ILLINOIS,  BUT GIVING  EFFECT TO FEDERAL LAWS  APPLICABLE  TO NATIONAL
BANKS.

         15.2. CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO,



                                       48
<PAGE>

ILLINOIS  IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR  RELATING TO ANY LOAN
DOCUMENTS AND THE BORROWER HEREBY  IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT,  ACTION OR PROCEEDING  BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR
ANY LENDER TO BRING PROCEEDINGS  AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.  ANY JUDICIAL  PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY
LENDER  OR ANY  AFFILIATE  OF THE AGENT OR ANY  LENDER  INVOLVING,  DIRECTLY  OR
INDIRECTLY,  ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT  SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO,  ILLINOIS OR THE
CITY IN WHICH THE PRINCIPAL OFFICE OF THE AGENT OR SUCH LENDER OR AFFILIATE,  AS
THE CASE MAY BE, IS LOCATED.

         15.3.  WAIVER OF JURY TRIAL.  THE  BORROWER,  THE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY  JUDICIAL  PROCEEDING  INVOLVING,  DIRECTLY OR
INDIRECTLY,  ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY  ARISING  OUT OF,  RELATED TO, OR  CONNECTED  WITH ANY LOAN  DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                            [Signature Pages Follow]



<PAGE>


         IN  WITNESS  WHEREOF,  the  Borrower,  the  Lenders  and the Agent have
executed this Agreement as of the date first above written.


                                            COACHMEN INDUSTRIES, INC.
                                            By:   ___________________________
                                            Title:  _________________________
                                                       2831 Dexter Drive
                                                       Elkhart, Indiana  46514
                                            Attention:
                                                       Telephone:     ()
                                                       FAX:           ()
Commitments

$________                                   BANK ONE, NA
                                              Individually and as Agent
                                            By:   ___________________________
                                            Title:  _________________________
                                                       1 Bank One Plaza
                                                       Chicago, Illinois 60670
                                            Attention:
                                                       Telephone:    ()
                                                       FAX:          ()


<PAGE>







<TABLE>

                                PRICING SCHEDULE
<CAPTION>

========================= ================ ================== =================== ================= ==================
   APPLICABLE MARGIN      LEVEL I STATUS    LEVEL II STATUS    LEVEL III STATUS   LEVEL IV STATUS    LEVEL V STATUS
------------------------- ---------------- ------------------ ------------------- ----------------- ------------------
    <S>                        <C>              <C>                 <C>                <C>                <C>
    Eurodollar Rate            0.50%            0.625%              0.75%              0.95%              1.15%
------------------------- ---------------- ------------------ ------------------- ----------------- ------------------
     Floating Rate              0%                0%                  0%                 0%                0%
========================= ================ ================== =================== ================= ==================


========================= ================ ================== =================== ================= ==================
  APPLICABLE FEE RATE     LEVEL I STATUS    LEVEL II STATUS    LEVEL III STATUS   LEVEL IV STATUS    LEVEL V STATUS
========================= ================ ================== =================== ================= ==================
      <S>                      <C>               <C>                <C>                <C>                <C>
      Facility Fee             0.25%             0.25%              0.25%              0.30%              0.35%
========================= ================ ================== =================== ================= ==================

</TABLE>

         For the  purposes  of this  Schedule,  the  following  terms  have  the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial  statements of the
Borrower delivered pursuant to Section 6.1(i) or (ii).

         "Level I  Status"  exists  at any  date  if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  the
Leverage Ratio is less than 0.50 to 1.00.

         "Level  II  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
less than 1.00 to 1.00.

         "Level  III  Status"  exists  at any date if, as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the  Borrower has not  qualified  for Level I Status or Level II Status and (ii)
the Leverage Ratio is less than 1.50 to 1.00.

         "Level  IV  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not qualified for Level I Status,  Level II Status or Level III
Status and (ii) the Leverage Ratio is less than 2.00 to 1.00.

         "Level V Status"  exists at any date if the Borrower has not  qualified
for Level I Status, Level II Status, Level III Status or Level IV Status.

         "Status"  means  either  Level I  Status,  Level II  Status,  Level III
Status, Level IV Status or Level V Status.

         The  Applicable  Margin and  Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's  Status as reflected
in the then most  recent  Financials.  Adjustments,  if any,  to the  Applicable
Margin or  Applicable  Fee Rate shall be effective  five Business Days after the
Agent has received the applicable  Financials.  If the Borrower fails to deliver
the  Financials to the Agent at the time required  pursuant to Section 6.1, then
the Applicable  Margin and  Applicable Fee Rate shall be the highest  Applicable
Margin and Applicable Fee Rate set forth in the foregoing  table until five days
after such Financials are so delivered.