$230,000,000

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                         Dated as of September 28, 2000

                                      among

                           OSHKOSH TRUCK CORPORATION,

                             BANK OF AMERICA, N.A.,

                                    as Agent

                                       and

                              as Swing Line Lender,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO



                         BANC OF AMERICA SECURITIES LLC,

                        as Lead Arranger and Book Manager

<PAGE>
                                Table Of Contents
                                -----------------
                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS..........................................................1
   1.01     Certain Defined Terms..............................................1
   1.02     Other Interpretive Provisions.....................................29
   1.03     Accounting Principles.............................................30
   1.04     Currency Equivalents Generally....................................30
ARTICLE II THE CREDITS........................................................30
   2.01     Amounts and Terms of Commitments..................................30
   2.02     Loan Accounts.....................................................31
   2.03     Procedure for Borrowing...........................................31
   2.04     Conversion and Continuation Elections.............................32
   2.05     The Swing Line Loans..............................................34
   2.06     Procedure for Swing Line Loans....................................34
   2.07     The Fronted Offshore Currency Loans...............................36
   2.08     Utilization of Commitments in Offshore Currencies.................39
   2.09     Voluntary Termination, Reduction or Increase of
               Revolving Loan Commitments.....................................40
   2.10     Optional Prepayments..............................................42
   2.11     Mandatory Prepayments of Loans.....................................
   2.12     Repayment.........................................................43
   2.13     Interest..........................................................44
   2.14     Fees..............................................................45
   2.15     Computation of Fees and Interest..................................45
   2.16     Payments by the Borrowers.........................................46
   2.17     Payments by the Lenders to the Agent..............................46
   2.18     Sharing of Payments, Etc..........................................47
   2.19     Security and Subsidiary Guaranty..................................47
   2.20     Subsidiary Borrowers..............................................47
ARTICLE III THE LETTERS OF CREDIT.............................................48
   3.01     The Letter of Credit Subfacility..................................48
   3.02     Issuance, Amendment and Renewal of Letters of Credit..............49
   3.03     Risk Participations, Drawings and Reimbursements..................51
   3.04     Repayment of Participations.......................................52
   3.05     Role of the Issuer................................................53
   3.06     Obligations Absolute..............................................54
   3.07     Cash Collateral Pledge............................................54
   3.08     Letter of Credit Fees.............................................55
   3.09     Applicability of ISP98 and UCP....................................55
   3.10     Utilization of Offshore Currencies................................56
ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY.............................56
   4.01     Taxes..............................................................
   4.02     Illegality........................................................57
   4.03     Increased Costs and Reduction of Return...........................58
   4.04     Funding Losses.....................................................
   4.05     Inability to Determine Rates......................................59
   4.06     Certificates of Lenders...........................................59


                                       i
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                               Table Of Contents
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----

   4.07     Substitution of Banks.............................................59
   4.08     Survival..........................................................59
ARTICLE V CONDITIONS PRECEDENT................................................60
   5.01     Conditions to Effectiveness of Restatement........................60
   5.02     Conditions to All Credit Extensions...............................63
ARTICLE VI REPRESENTATIONS AND WARRANTIES.....................................63
   6.01     Corporate Existence and Power.....................................63
   6.02     Corporate Authorization; No Contravention.........................64
   6.03     Governmental Authorization........................................64
   6.04     Binding Effect....................................................64
   6.05     Litigation........................................................64
   6.06     No Default........................................................65
   6.07     ERISA Compliance..................................................65
   6.08     Use of Proceeds; Margin Regulations...............................66
   6.09     Title to Properties...............................................66
   6.10     Taxes.............................................................66
   6.11     Financial Condition...............................................66
   6.12     Environmental Matters.............................................66
   6.13     Collateral Documents..............................................67
   6.14     Regulated Entities................................................68
   6.15     No Burdensome Restrictions........................................68
   6.16     Copyrights, Patents, Trademarks and Licenses, etc.................68
   6.17     Capitalization; Subsidiaries......................................68
   6.18     Insurance.........................................................68
   6.19     Swap Obligations.   ..............................................69
   6.20     Solvency..........................................................69
   6.21     Subordination Provisions..........................................69
   6.22     Subsidiary Borrower Supplements...................................69
   6.23     Letter Agreements.................................................69
   6.24     Full Disclosure...................................................69
ARTICLE VII AFFIRMATIVE COVENANTS.............................................69
   7.01     Financial Statements..............................................69
   7.02     Certificates; Other Information...................................70
   7.03     Notices...........................................................70
   7.04     Preservation of Corporate Existence, Etc..........................72
   7.05     Maintenance of Property...........................................72
   7.06     Insurance.........................................................72
   7.07     Payment of Obligations............................................73
   7.08     Compliance with Laws..............................................73
   7.09     Compliance with ERISA.............................................73
   7.10     Inspection of Property and Books and Records......................73
   7.11     Environmental Laws................................................74
   7.12     Use of Proceeds...................................................74


                                       ii
<PAGE>
                               Table Of Contents
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----
   7.13     Further Assurances................................................74
   7.14     Additional Guaranties and Personal Property Pledge................75
   7.15     Additional Real Property..........................................75
   7.16     Additional Pledge.................................................75
ARTICLE VIII NEGATIVE COVENANTS...............................................76
   8.01     Limitation on Liens...............................................76
   8.02     Disposition of Assets.............................................78
   8.03     Consolidations and Mergers........................................79
   8.04     Loans and Investments.............................................80
   8.05     Limitation on Indebtedness........................................81
   8.06     Transactions with Affiliates......................................82
   8.07     Use of Proceeds...................................................83
   8.08     Contingent Obligations............................................83
   8.09     Joint Ventures....................................................84
   8.10     Lease Obligations.................................................84
   8.11     Restricted Payments...............................................84
   8.12     ERISA.............................................................85
   8.13     Change in Business................................................85
   8.14     Accounting Changes................................................85
   8.15     Amendments to Charter and Agreements; Subordinated Indebtedness...85
   8.16     Net Worth.........................................................86
   8.17     Leverage Ratio....................................................86
   8.18     Minimum EBITDA....................................................86
   8.19     Restrictive Agreements............................................86
ARTICLE IX EVENTS OF DEFAULT..................................................87
   9.01     Event of Default..................................................87
   9.02     Remedies..........................................................90
   9.03     Rights Not Exclusive..............................................90
ARTICLE X THE AGENT...........................................................90
   10.01    Appointment and Authorization; "Agent"............................90
   10.02    Delegation of Duties..............................................91
   10.03    Liability of Agent................................................91
   10.04    Reliance by Agent.................................................91
   10.05    Notice of Default.................................................92
   10.06    Credit Decision...................................................92
   10.07    Indemnification of Agent..........................................92
   10.08    Agent in Individual Capacity......................................93
   10.09    Successor Agent...................................................93
   10.10    Withholding Tax...................................................94
   10.11    Collateral Matters................................................95
ARTICLE XI MISCELLANEOUS......................................................96
   11.01    Amendments and Waivers............................................96
   11.02    Notices...........................................................97


                                       iii
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                               Table Of Contents
                               -----------------
                                  (continued)
                                                                            Page
                                                                            ----
   11.03    No Waiver; Cumulative Remedies....................................98
   11.04    Costs and Expenses................................................98
   11.05    Company Indemnification...........................................99
   11.06    Marshalling; Payments Set Aside..................................100
   11.07    Successors and Assigns...........................................100
   11.08    Assignments, Participations, etc.................................100
   11.09    Confidentiality..................................................103
   11.10    Set-off..........................................................103
   11.11    Automatic Debits of Fees.........................................103
   11.12    Notification of Addresses, Lending Offices, Etc..................103
   11.13    Counterparts.....................................................104
   11.14    Severability.....................................................104
   11.15    No Third Parties Benefited.......................................104
   11.16    Governing Law and Jurisdiction...................................104
   11.17    WAIVER OF JURY TRIAL.............................................104
   11.18    Judgment.........................................................105
   11.19    Entire Agreement.................................................105
   11.20    Restatement Date.................................................105
   11.21    Return of Notes..................................................106
   11.22    Departing Lenders................................................106
   11.23    Collateral Documents.............................................106
ARTICLE XII COMPANY GUARANTY.................................................106
   12.01    The Guaranty.....................................................106
   12.02    Insolvency.......................................................107
   12.03    Nature of Liability..............................................107
   12.04    Independent Obligation...........................................107
   12.05    Authorization....................................................107
   12.06    Reliance.........................................................108
   12.07    Subordination....................................................108
   12.08    Waiver...........................................................109
   12.09    Nature of Liability..............................................109



                                       iv
<PAGE>

    SCHEDULES

    Schedule 1.01       Existing Letters of Credit
    Schedule 2.01       Commitments and Pro Rata Shares
    Schedule 6.07       ERISA
    Schedule 6.16       Litigation
    Schedule 6.11       Pro Forma
    Schedule 6.12       Environmental Matters
    Schedule 6.17       Capitalization; Subsidiaries and Minority Interests
    Schedule 6.18       Insurance Matters
    Schedule 7.04       Excluded Subsidiaries
    Schedule 8.01       Permitted Liens
    Schedule 8.02       Asset Dispositions
    Schedule 8.04(d)    Pending Acquisitions
    Schedule 8.04(m)    Investments
    Schedule 8.05       Permitted Indebtedness
    Schedule 8.08       Contingent Obligations
    Schedule 11.02      Lending Offices; Addresses for Notices


    EXHIBITS

    Exhibit A   Form of Notice of Borrowing
    Exhibit B   Form of Notice of Conversion/Continuation
    Exhibit C   Form of Compliance Certificate
    Exhibit D   Form of Assignment and Acceptance
    Exhibit E   Form of Revolving Loan Note
    Exhibit F   Form of Term Loan Note
    Exhibit G   Form of Swing Line Note
    Exhibit H   Form of Subsidiary Borrower Supplement
    Exhibit I   Form of Offshore Currency Addendum



                                       v
<PAGE>
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
September 28, 2000, among Oshkosh Truck Corporation, a Wisconsin corporation
(the "Company"), the several financial institutions from time to time party to
this Agreement (collectively, the "Lenders"; individually, a "Lender"), and Bank
of America, N.A. (f/k/a Bank of America National Trust and Savings Association),
as Swing Line Lender and as agent for the Lenders.

         WHEREAS, the Company, the lenders party thereto and the Agent entered
into that certain Credit Agreement dated as of February 26, 1998 and amended as
of December 21, 1999 (the "Prior Credit Agreement"), pursuant to which such
lenders made certain term loans to the Company and made a revolving credit
facility available to the Company;

         WHEREAS, the Company, the Lenders and the Agent wish to refinance the
existing term loans, to refinance and increase the existing revolving credit
facility and letter of credit and swing line subfacilities and to add a fronted
offshore currency subfacility and, concurrently, to amend and restate the Prior
Credit Agreement in its entirety; and

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree, subject to the fulfillment of
the conditions precedent set forth in Section 5.01, that the Prior Credit
Agreement is hereby amended and restated in its entirety as follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.01 Certain Defined Terms. The following terms have the following
meanings:

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

                  "Affiliate" means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. A Person shall be deemed to control
         another Person if the controlling Person possesses, directly or
         indirectly, the power to direct or cause the direction of the
<PAGE>

         management and policies of the other Person, whether through the
         ownership of voting securities, membership interests, by contract, or
         otherwise.

                  "Agent" means BofA in its capacity as agent for the Lenders
         hereunder, and any successor agent arising under Section 10.09.

                  "Agent-Related Persons" means BofA and any successor agent
         arising under Section 10.09 and any successor letter of credit issuing
         bank hereunder, together with their respective Affiliates (including,
         in the case of BofA, the Arranger), and the officers, directors,
         employees, agents and attorneys-in-fact of such Persons and Affiliates.

                  "Agent's Payment Office" means the address for payments set
         forth on Schedule 11.02 or such other address as the Agent may from
         time to time specify.

                  "Aggregate Commitment" means the sum of (a) the Aggregate
         Revolving Loan Commitment and (b) the Aggregate Term Loan Commitment.

                  "Aggregate Revolving Loan Commitment" means the aggregate
         Revolving Loan Commitments of the Lenders.

                  "Aggregate Term Loan Commitment" means the aggregate Term
         Loan Commitments of the Lenders, equal to Sixty Million Dollars
         ($60,000,000).

                  "Agreement" means this Credit Agreement.

                  "Agreement Currency" has the meaning specified in subsection
         11.18.

                  "Alternate Currency" shall mean any Offshore Currency (and any
         other currency which is at the relevant time freely traded in the
         offshore interbank foreign exchange markets and is freely transferable
         and freely convertible into Dollars) which, as applicable, (a) the
         applicable Borrower requests the applicable Offshore Currency Fronting
         Lender to include as an Alternate Currency hereunder and which is
         acceptable to the applicable Offshore Currency Fronting Lender and with
         respect to which an Offshore Currency Addendum has been executed by a
         Subsidiary Borrower or the Company and the applicable Offshore Currency
         Fronting Lender in connection therewith or (b) a Borrower requests as
         the currency in which a Letter of Credit is to be denominated and which
         is acceptable to the Issuer thereof.

                  "Applicable Base Rate Margin" means, subject to the last
         sentence of this definition, for any period, the applicable of the
         following percentages in effect with respect to such period as the
         Leverage Ratio of the Company shall fall within the indicated ranges:


                                       2
<PAGE>

                                               Applicable Base
                                               Rate Margin
             Leverage Ratio                    (in basis points)
             --------------                    ----------------
             Less        Greater Than
             Than        or Equal to
             ----        -----------
             2.0:1.0     _ _:_                          0
             2.5:1.0     2.0:1.0                     12.5
             3.0:1.0     2.5:1.0                     37.5
             3.5:1.0     3.0:1.0                     62.5
             4.0:1.0     3.5:1.0                     87.5
              ----       4.0:0.1                    125.0

         The Leverage Ratio shall be calculated by the Company as of the end of
         each fiscal quarter, commencing with the fiscal quarter ending
         September 30, 2000, and shall be reported to the Agent pursuant to a
         Compliance Certificate executed by a Responsible Officer of the Company
         and delivered pursuant to subsection 7.02(b) hereof. The Applicable
         Base Rate Margin shall be adjusted, if necessary, on the third Business
         Day after the delivery of such certificate; provided, that no such
         adjustment shall take place until the date 90 days after the
         Restatement Date; and further provided that if such certificate,
         together with the financial statements to which such certificate
         relates, is not delivered to the Agent by the fifth Business Day after
         the date on which the related financial statements are due to be
         delivered to the Agent pursuant to subsection 7.01(a) or (b), then,
         from such fifth Business Day until the third Business Day after
         delivery of such certificate, the Applicable Base Rate Margin shall be
         equal to 125 basis points. From the Restatement Date until adjusted as
         described above, the Applicable Base Rate Margin shall be equal to 0
         basis points.

                  "Applicable Commitment Fee Percentage" means, subject to the
         last sentence of this definition, for any period, the applicable of the
         following percentages in effect with respect to such period as the
         Leverage Ratio of the Company shall fall within the indicated ranges:

                                                  Applicable Commitment
                                                     Fee Percentage
                  Leverage Ratio                    (in basis points)
                  Less           Greater Than
                  Than           or Equal to

                   1.5:1.0          ----                 20.0
                   2.0:1.0        1.5:1.0                25.0
                   2.5:1.0        2.0:1.0                30.0
                   3.0:1.0        2.5:1.0                35.0
                   3.5:1.0        3.0:1.0                40.0
                   4.0:1.0        3.5:1.0                45.0
                     ----         4.0:1.0                50.0


                                       3
<PAGE>

         The Leverage Ratio shall be calculated by the Company as of the end of
         each fiscal quarter, commencing with the fiscal quarter ending
         September 30, 2000, and shall be reported to the Agent pursuant to a
         Compliance Certificate executed by a Responsible Officer of the Company
         and delivered pursuant to subsection 7.02(b) hereof. The Applicable
         Commitment Fee Percentage shall be adjusted, if necessary, on the third
         Business Day after the delivery of such certificate; provided, that no
         such downward adjustment shall take place until the date 90 days after
         the Restatement Date; and further provided that if such certificate,
         together with the financial statements to which such certificate
         relates, is not delivered to the Agent by the fifth Business Day after
         the date on which the related financial statements are due to be
         delivered to the Agent pursuant to subsection 7.01(a) or (b), then,
         from such fifth Business Day until the third Business Day after
         delivery of such certificate, the Applicable Commitment Fee Percentage
         shall be equal to 50 basis points. From the Restatement Date until
         adjusted as described above, the Applicable Commitment Fee Percentage
         shall be equal to 25 basis points.

                  "Applicable Currency" means, as to any particular Letter of
         Credit or Loan, Dollars or the Offshore Currency or Alternate Currency
         in which it is denominated or payable.

                  "Applicable Offshore Rate Margin" means, subject to the last
         sentence of this definition, for any period, the applicable of the
         following percentages in effect with respect to such period as the
         Leverage Ratio of the Company shall fall within the indicated ranges:

                                                Applicable Offshore
                                                  Rate Margin
               Leverage Ratio                   (in basis points)
               ---------------                 ---------------------
             Less        Greater Than
             Than        or Equal to
             ----        -----------
             1.5:1.0       ----                     100.0
             2.0:1.0     1.5:1.0                    112.5
             2.5:1.0     2.0:1.0                    137.5
             3.0:1.0     2.5:1.0                    162.5
             3.5:1.0     3.0:1.0                    187.5
             4.0:1.0     3.5:1.0                    212.5
              ----       4.0:0.1                    250.0

         The Leverage Ratio shall be calculated by the Company as of the end of
         each fiscal quarter, commencing with the fiscal quarter ending
         September 30, 2000, and shall be reported to the Agent pursuant to a
         Compliance Certificate executed by a Responsible Officer of the Company
         and delivered pursuant to subsection 7.02(b) hereof. The Applicable
         Offshore Rate Margin shall be adjusted, if necessary, on the third
         Business Day after the delivery of such certificate, with such
         adjustment to apply to all Interest Periods then outstanding and
         beginning thereafter until the next adjustment date; provided, that no
         such downward adjustment shall take place until the date 90 days after


                                       4
<PAGE>

         the Restatement Date; and further provided that if such certificate,
         together with the financial statements to which such certificate
         relates, is not delivered to the Agent by the fifth Business Day after
         the date on which the related financial statements are due to be
         delivered to the Agent pursuant to subsection 7.01(a) or (b), then,
         from such fifth Business Day until the third Business Day after
         delivery of such certificate, the Applicable Offshore Rate Margin shall
         be equal to 250 basis points. From the Restatement Date until adjusted
         as described above, the Applicable Offshore Rate Margin shall be equal
         to 112.5 basis points.

                  "Approved Fund" means, with respect to any Lender that is a
         fund that invests in bank loans, any other fund that invests in bank
         loans and is advised or managed by the same investment advisor as such
         Lender or by an Affiliate of such investment advisor.

                  "Arranger" means Banc of America Securities LLC, a Delaware
         corporation.

                  "Asset Disposition" has the meaning specified in Section 8.02.

                  "Assignee" has the meaning specified in subsection 11.08(a).

                  "Attorney Costs" means and includes all reasonable fees and
         disbursements of any law firm or other external counsel, the allocated
         cost of internal legal services and all disbursements of internal
         counsel.

                  "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C.ss.101, et seq.).

                  "Base Rate" means for any day a fluctuating rate per annum
         equal to, in the case of Loans in Dollars, the higher of (a) the
         Federal Funds Rate plus 1/2 of 1%; or (b) the rate of interest in
         effect for such day as publicly announced from time to time by BofA as
         its "prime rate" and, in the case of Loans in any Alternate Currency,
         the comparable rate for such Alternate Currency, as reasonably
         determined by the Agent or Offshore Currency Funding Lender, as
         applicable. Such "prime rate" is a rate set by BofA based upon various
         factors including BofA's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above, or below such
         announced rate. Any change in such rate announced by BofA shall take
         effect at the opening of business on the day specified in the public
         announcement of such change.

                  "Base Rate Loan" means a Loan or an L/C Advance that bears
         interest based on the Base Rate and is denominated in Dollars.

                  "basis point" means one one-hundredth of one percent.

                  "BofA" means Bank of America, N.A., a national banking
         association.

                  "Borrower" means either the Company or any Subsidiary
         Borrower.


                                       5
<PAGE>

                  "Borrowing" means a borrowing hereunder consisting of
         Revolving Loans or Term Loans of the same Type made to the Company on
         the same day by the Lenders or a borrowing consisting of Revolving
         Loans of the same type made to a Subsidiary Borrower under Article II,
         and, in the case of Offshore Rate Loans, having the same Interest
         Period and denominated in the same Offshore Currency. The making of
         either a Swing Line Loan or a Fronted Offshore Currency Loan shall not
         constitute a Borrowing.

                  "Borrowing Date" means any date on which a Borrowing occurs
         under Section 2.03.

                  "Business Day" means any day other than a Saturday, Sunday or
         other day on which commercial banks are authorized or required by law
         to close or are in fact closed, in the state where the Agent's Payment
         Office is located and, if the applicable Business Day relates to any
         Offshore Rate Loan denominated in Dollars, means such a day on which
         dealings are carried on in the applicable offshore dollar interbank
         market and, if the applicable Business Day relates to any Offshore Rate
         Loan denominated in any Offshore Currency, a day on which commercial
         banks are open for foreign exchange business in London, England, and on
         which dealings in the relevant Offshore Currency are carried on in the
         applicable offshore foreign exchange interbank market in which
         disbursements of or payments in such Offshore Currency will be made or
         received hereunder.

                  "Capital Adequacy Regulation" means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

                  "Capital Stock" means (a) in the case of a corporation,
         corporate stock, (b) in the case of an association or business entity,
         any and all shares, interests, participations, rights or other
         equivalents (however designated) of corporate stock, (c) in the case of
         a partnership or limited liability company, partnership or membership
         interests (whether general or limited) and (d) any other interest or
         participation that confers on a Person the right to receive a share of
         the profits and losses of, or distributions of assets of, the issuing
         Person.

                  "Cash Collateralize" means to pledge and deposit with or
         deliver to the Agent, for the benefit of the Agent, the Issuers and the
         Lenders, as additional collateral for the L/C Obligations, cash or
         deposit account balances pursuant to documentation in form and
         substance reasonably satisfactory to the Agent and the Issuers (which
         documents are hereby consented to by the Lenders). Derivatives of such
         term shall have corresponding meanings. The Company hereby grants the
         Agent, for the benefit of the Agent, the Issuers and the Lenders, a
         security interest in all such cash and deposit account balances. Cash
         collateral shall be maintained in blocked, non-interest bearing deposit
         accounts at BofA while an Event of Default is continuing and shall be
         transferred to an interest bearing account as soon as practicable after
         the termination of such Event of Default.

                  "CERCLA" has the meaning specified in the definition of
         "Environmental Laws."


                                       6
<PAGE>

                  "Change of Control" means the occurrence of any of the
         following: (a) the sale, lease, transfer, conveyance or other
         disposition (other than by way of merger or consolidation), in one or a
         series of related transactions, of all or substantially all of the
         assets of the Company and its Subsidiaries taken as a whole to any
         "person" (as such term is used in Section 13(d)(3) of the Exchange
         Act); (b) the adoption of a plan relating to the liquidation or
         dissolution of the Company; (c) the consummation of any transaction
         (including, without limitation, any merger or consolidation) the result
         of which is that any "person" (as defined above) becomes the
         "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
         13d-5 under the Exchange Act, except that a person shall be deemed to
         have "beneficial ownership" of all securities that such person has the
         right to acquire, whether such right is currently exercisable or is
         exercisable only upon the occurrence of a subsequent condition),
         directly or indirectly of more than 30% of the Voting Stock of the
         Company (measured by voting power rather than number of shares); (d)
         the Company consolidates with, or merges with or into, any Person, or
         any Person consolidates with, or merges with or into, the Company in
         any such event pursuant to a transaction in which any of the
         outstanding Voting Stock of the Company is converted into or exchanged
         for cash, securities or other property, other than any such transaction
         where the Voting Stock of the Company outstanding immediately prior to
         such transaction is converted into or exchanged for Voting Stock of the
         surviving or transferee Person constituting a majority of the
         outstanding shares of such Voting Stock of such surviving or transferee
         Person (immediately after giving effect to such issuance); or (e)
         during any period of 25 consecutive calendar months, commencing on the
         Restatement Date, the ceasing of those individuals (the "Continuing
         Directors") who (i) were directors of the Company on the first day of
         each such period or (ii) subsequently became directors of the Company
         and whose actual election or initial nomination for election subsequent
         to that date was approved by a majority of the Continuing Directors
         then on the board of directors of the Company, to constitute a majority
         of the board of directors of the Company.

                  "Closing Date" means February 26, 1998.

                  "Code" means the Internal Revenue Code of 1986, and
         regulations promulgated thereunder.

                  "Collateral" means all property and interests in property and
         proceeds thereof now owned or hereafter acquired by the Company or any
         Guarantor and their respective Subsidiaries in or upon which a Lien now
         or hereafter exists in favor of the Lenders, or the Agent on behalf of
         the Lenders, whether under this Agreement, under the Collateral
         Documents or under any other documents executed by any such Person and
         delivered to the Agent or the Lenders.

                  "Collateral Documents" means, collectively, (a) the Security
         Agreement, the Mortgages, the Pledge Agreement, the Subsidiary
         Guaranty, the Subsidiary Security Agreement, and all other security
         agreements, mortgages, deeds of trust, patent and trademark
         assignments, lease assignments, guarantees and other similar agreements
         between the Company or any Subsidiary or any Guarantor and the Lenders
         or the Agent for the benefit of the Lenders previously, now or
         hereafter delivered to the Lenders or the Agent pursuant to or in
         connection with the transactions contemplated hereby, and all


                                       7
<PAGE>

         financing statements (or comparable documents now or hereafter filed in
         accordance with the Uniform Commercial Code or comparable law) against
         the Company or any Subsidiary or any Guarantor as debtor in favor of
         the Lenders or the Agent for the benefit of the Lenders as secured
         party, and (b) any amendments, supplements, modifications, renewals,
         replacements, consolidations, substitutions and extensions of any of
         the foregoing.

                  "Commitment", as to each Lender, means (a) such Lender's Term
         Loan Commitment, plus (b) such Lender's Revolving Loan Commitment.

                  "Company" has the meaning specified in the introductory clause
         hereto.

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit C.

                  "Computation Date" has the meaning specified in subsection
         2.08(a).

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "primary
         obligations") of another Person (the "primary obligor"), including any
         obligation of that Person (i) to purchase, repurchase or otherwise
         acquire such primary obligations or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any such
         primary obligation, or to maintain working capital or equity capital of
         the primary obligor or otherwise to maintain the net worth or solvency
         or any balance sheet item, level of income or financial condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any such primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation, or (iv) otherwise to assure or hold harmless
         the holder of any such primary obligation against loss in respect
         thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
         Instrument issued for the account of that Person or as to which that
         Person is otherwise liable for reimbursement of drawings or payments;
         (c) to purchase any materials, supplies or other property from, or to
         obtain the services of, another Person if the relevant contract or
         other related document or obligation requires that payment for such
         materials, supplies or other property, or for such services, shall be
         made regardless of whether delivery of such materials, supplies or
         other property is ever made or tendered, or such services are ever
         performed or tendered; or (d) in respect of any Swap Contract (other
         than in respect of ordinary course foreign currency hedging
         arrangements). The amount of any Contingent Obligation, (w) in the case
         of Guaranty Obligations (excluding payment guarantees made to third
         parties in connection with Bank One leasing programs, which shall be
         valued at the maximum stated amount of any such guarantees), shall be
         deemed equal to the lesser of (i) the stated or determinable amount of
         the primary obligation in respect of which such Guaranty Obligation is
         made or, if not stated or if indeterminable, the maximum reasonably
         anticipated liability in respect thereof, and (ii) the stated amount of
         the guaranty, (x) in the case of Contingent Obligations in respect of
         Swap Contracts, shall be deemed equal to the aggregate Swap Termination
         Value of such Swap Contracts, (y) in the case of Contingent Obligations
         in


                                       8
<PAGE>

         respect of Surety Instruments other than Non-Surety L/C's, shall be
         deemed equal to the probable amount of the expected liability
         thereunder, and (z) in the case of Contingent Obligations in respect of
         Non-Surety L/C's, shall be deemed equal to (i) the face amount of
         outstanding Non-Surety L/C's which are not Letters of Credit and (ii)
         the outstanding amount of L/C Obligations in respect of Non-Surety
         L/C's which are Letters of Credit pursuant to Article III.

                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or by
         which it or any of its property is bound.

                  "Conversion/Continuation Date" means any date on which, under
         Section 2.04, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Loans of the same Type, but with a new
         Interest Period, Loans having Interest Periods expiring on such date.

                  "Credit Extension" means and includes (a) the making of any
         Loans hereunder, and (b) the Issuance of any Letters of Credit
         hereunder.

                  "Current Assets" means all assets of the Company, on a
         consolidated basis, which should, in accordance with GAAP, be
         classified as current assets.

                  "Current Liabilities" means all liabilities of the Company, on
         a consolidated basis, which should, in accordance with GAAP, be
         classified as current liabilities, other than current maturities in
         respect of the Loans.

                  "Default" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "Departing Lenders" means those lenders party to the Prior
         Credit Agreement which are not signatories to this Agreement.

                  "Dividend Supplement Amount" means, as at any date of
         determination, an amount equal to (a) the lesser of (1) $5,000,000 and
         (2) the cumulative excess of (A) Restricted Equity Payments which the
         Company was permitted by Section 8.11(c) (but without giving effect to
         Section 8.11(c)(i)(A)(2) thereof) to pay during the period commencing
         on October 1, 1998 and ending on the date of determination over (B) the
         amount of Restricted Equity Payments actually paid by the Company
         during such period minus (b) the aggregate amount of incremental
         Restricted Equity Payments previously designated by the Company
         pursuant to Section 8.11(c)(i)(A)(2).

                  "Dollars", "dollars" and "$" each mean lawful money of the
         United States.

                  "Dollar Equivalent" means, at any time, (a) as to any amount
         denominated in Dollars, the amount thereof at such time, and (b) as to
         any amount denominated in an


                                       9
<PAGE>

         Offshore Currency, the equivalent amount in Dollars as determined by
         the Agent at such time on the basis of the Spot Rate for the purchase
         of Dollars with such Offshore Currency on the most recent Computation
         Date.

                  "Domestic Subsidiary" means a Subsidiary organized under the
         laws of the United States or any political subdivision or any agency,
         department or instrumentality thereof.

                  "EBITDA" means, for any period, for the Company and its
         Subsidiaries on a consolidated basis, determined in accordance with
         GAAP, the sum of (a) the net income (or net loss) for such period, plus
         (b) all amounts treated as expenses for depreciation and interest and
         the amortization of intangibles of any kind to the extent included in
         the determination of such net income (or loss), plus (c) all accrued
         taxes on or measured by income to the extent included in the
         determination of such net income (or net loss), plus (d) all charges
         (or less any credits) in such period arising from LIFO valuation, plus
         (or less, if negative) (e) the amount of post-retirement health
         benefits accrued in such period less the amount of post-retirement
         health benefits paid in such period, in an amount of up to $1,000,000
         in any period, plus (f) all charges arising from the write down of
         fixed assets, severance payments and relocation expenses taken after
         the Closing Date with respect to Permitted Acquisitions, in an amount
         not to exceed $10,000,000 in the aggregate, plus (g) all charges (or
         less any credits) arising from the write-off of intangible assets
         (without duplication of any amounts set forth in clause (b)); provided,
         however, that net income (or net loss) shall be computed (i) without
         giving effect to extraordinary losses or extraordinary gains, (ii)
         without regard to the net income (or net loss) of Leasing Subsidiaries
         or to the carrying value of the equity interest of the Company and its
         Subsidiaries in Leasing Subsidiaries, and (iii) without giving effect
         to any dividends or other distributions received by the Company and its
         Subsidiaries from Leasing Subsidiaries or any equity contributions made
         by the Company and its Subsidiaries to Leasing Subsidiaries.

                  "Effective Amount" means (a) with respect to any Revolving
         Loans, Swing Line Loans, Fronted Offshore Currency Loans and Term Loans
         on any date, the aggregate outstanding principal amount thereof after
         giving effect to any Borrowings and prepayments or repayments of
         Revolving Loans, Swing Line Loans, Fronted Offshore Currency Loans and
         Term Loans occurring on such date; and (b) with respect to any
         outstanding L/C Obligations on any date, the amount of such L/C
         Obligations on such date after giving effect to any Issuances of
         Letters of Credit occurring on such date and any other changes in the
         aggregate amount of the L/C Obligations as of such date, including as a
         result of any reimbursements of outstanding unpaid drawings under any
         Letters of Credit or any reductions in the maximum amount available for
         drawing under Letters of Credit taking effect on such date. For
         purposes of subsection 2.09(a) the Effective Amount shall be determined
         without giving effect to any mandatory prepayments to be made under
         subsection 2.09(b).

                  "Eligible Assignee" means (a) a commercial bank organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000; (b) a commercial
         bank organized under the laws of any other country


                                       10
<PAGE>

         which is a member of the Organization for Economic Cooperation and
         Development (the "OECD"), or a political subdivision of any such
         country, and having a combined capital and surplus of at least
         $100,000,000, provided that such bank is acting through a branch or
         agency located in the United States; (c) a Person that is primarily
         engaged in the business of commercial banking and that is (i) a
         Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender
         is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary;
         (d) as to the Term Loans, (i) an "accredited investor", as such term is
         defined in Rule 501(a) of Regulation D under the Securities Act of
         1933, as amended (other than the Company or an Affiliate of the
         Company) or (ii) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is primarily engaged in the business of
         making, purchasing or otherwise investing in commercial loans; and (e)
         any other entity approved by the Company and the Agent.

                  "Environmental Claims" means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential liability
         or responsibility for violation of any Environmental Law, or for
         release or injury to the environment or threat to public health,
         personal injury (including sickness, disease or death), property
         damage, natural resources damage, or otherwise alleging liability or
         responsibility for damages (punitive or otherwise), investigation,
         cleanup, removal, remedial or response costs, restitution, civil or
         criminal penalties, injunctive relief, or other type of relief,
         resulting from or based upon the presence, placements, discharge,
         emission or release (including intentional and unintentional, negligent
         and non-negligent, sudden or non-sudden, accidental or non-accidental,
         placements, spills, leaks, discharges, emissions or releases) of any
         Hazardous Material at, in, or from any property, whether or not owned
         by the Company or any Subsidiary or taken as collateral, or in
         connection with any operations of the Company.

                  "Environmental Laws" means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements with, any
         Governmental Authorities, in each case relating to environmental,
         health, safety and land use matters, including without limitation, the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution Control
         Act of 1972, the Solid Waste Disposal Act, the Federal Resource
         Conservation and Recovery Act, the Toxic Substances Control Act, and
         the Emergency Planning and Community Right-to-Know Act.

                  "Environmental Permits" has the meaning specified in
         subsection 6.12(b).

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and regulations promulgated thereunder.

                  "ERISA Affiliate" means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).


                                       11
<PAGE>

                  "ERISA Event" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a cessation of operations which is treated as
         such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
         partial withdrawal by the Company or any ERISA Affiliate from a
         Multiemployer Plan or notification that a Multiemployer Plan is in
         reorganization; (d) the filing of a notice of intent to terminate, the
         treatment of a Plan amendment as a termination under Section 4041 or
         4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (e) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (f) the imposition of any liability under Title IV of ERISA, other than
         PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
         the Company or any ERISA Affiliate.

                  "Eurodollar Reserve Percentage" has the meaning specified in
         the definition of "Offshore Rate".

                  "Event of Default" means any of the events or circumstances
         specified in Section 9.01.

                  "Event of Loss" means, with respect to any property, any of
         the following: (a) any loss, destruction or damage of such property;
         (b) any institution of any proceedings for the condemnation or seizure
         of such property or for the exercise of any right of eminent domain; or
         (c) any actual condemnation, seizure or taking, by exercise of the
         power of eminent domain or otherwise, of such property, or confiscation
         of such property or the requisition of the use of such property.

                  "Exchange Act" means the Securities Exchange Act of 1934 and
         the regulations promulgated thereunder.

                  "FDIC" means the Federal Deposit Insurance Corporation, and
         any Governmental Authority succeeding to any of its principal
         functions.

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards to the nearest 1/100 of 1%) equal to the weighted
         average of the rates on overnight Federal funds transactions with
         members of the Federal Reserve System arranged by Federal funds brokers
         on such day, as published by the Federal Reserve Bank on the Business
         Day next succeeding such day; provided that (a) if such day is not a
         Business Day, the Federal Funds Rate for such day shall be such rate on
         such transactions on the next preceding Business Day as so published on
         the next succeeding Business Day, and (b) if no such rate is published
         on such next succeeding Business Day, the Federal Funds Rate for such
         day shall be the average rate charged to BofA on such day on such
         transactions as determined by the Agent.

                  "Fee Letter" has the meaning specified in subsection 2.14(a).


                                       12
<PAGE>

                  "Floor Plan Financing Facility" means any facility entered or
         to be entered into by the Company or any Subsidiary pursuant to which
         such person may (a) incur Indebtedness to purchase vehicles and/or
         related equipment from certain vendors for the prompt resale to
         customers in the ordinary course of business and (b) grant a security
         interest in such vehicles and/or related equipment to secure such
         borrowings.

                  "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  "Fronted Offshore Currency Commitment" means, for any Offshore
         Currency Fronting Lender for each Alternate Currency, the obligation of
         such Offshore Currency Fronting Lender to make Fronted Offshore
         Currency Loans in such Alternate Currency not exceeding the Dollar
         Equivalent set forth in the applicable Offshore Currency Addendum, as
         such amount may be modified from time to time pursuant to the terms of
         this Agreement and the applicable Offshore Currency Addendum.

                  "Fronted Offshore Currency Loan" means a loan made by an
         Offshore Currency Fronting Lender to a Borrower pursuant to Section
         2.07 and an Offshore Currency Addendum.

                  "Fronted Offshore Currency Note" means a promissory note in
         such form as may be required by the applicable Offshore Currency
         Addendum.

                  "Fronted Offshore Currency Rate" means, for any day for any
         Fronted Offshore Currency Loan, the per annum rate of interest
         determined under or as set forth in the applicable Offshore Currency
         Addendum.

                  "Further Taxes" means any and all present or future taxes,
         levies, assessments, imposts, duties, deductions, fees, withholdings or
         similar charges (including, without limitation, net income taxes and
         franchise taxes), and all liabilities with respect thereto, imposed by
         any jurisdiction on account of amounts payable or paid pursuant to
         Section 4.01.

                  "FX Trading Office" means the Foreign Exchange Trading Center,
         Chicago, Illinois, of BofA, or such other of BofA's offices as the
         Agent may designate from time to time.

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

                  "Governmental Authority" means (a) any nation or government,
         any state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory


                                       13
<PAGE>

         authority) thereof, any entity exercising executive, legislative,
         judicial, regulatory or administrative functions of or pertaining to
         government, and any corporation or other entity owned or controlled,
         through stock or capital ownership or otherwise, by any of the
         foregoing, and (b) the National Association of Insurance Commissioners.

                  "Guaranteed Creditors" shall mean and include the Agent, the
         Lenders and each Person (other than the Company or any of its
         Subsidiaries) which is a party to a Rate Swap Document if such Person
         is or at the time of entry into such Rate Swap Document was a Lender or
         an Affiliate of a Lender.

                  "Guaranteed Obligations" shall mean (a) the full and prompt
         payment when due (whether at the stated maturity, by acceleration or
         otherwise) of the principal and interest (whether such interest is
         allowed as a claim in a bankruptcy proceeding with respect to any
         Subsidiary Borrower or otherwise) on each Note issued by a Subsidiary
         Borrower to each Lender, and Loans made under this Agreement to any
         Subsidiary Borrower, together with all other Obligations (including
         obligations which, but for the automatic stay under Section 362(a) of
         the Bankruptcy Code, would become due) and liabilities (including,
         without limitation, indemnities, fees and interest thereon) of any
         Subsidiary Borrower to the Agent or any Lender now existing or
         hereafter incurred under, arising out of or in connection with this
         Agreement or any other Loan Documents and the due performance and
         compliance with all terms, conditions and agreements contained in the
         Loan Documents by any Subsidiary Borrower and (b) the full and prompt
         payment when due (whether by acceleration or otherwise) of all
         Obligations (including obligations which, but for the automatic stay
         under Section 362(a) of the Bankruptcy Code or similar proceeding under
         applicable law, would become due) of the Company or any Subsidiary
         owing under any Rate Swap Document entered into by the Company or any
         Subsidiary with any Lender or any Affiliate thereof (even if such
         Lender subsequently ceases to be a Lender under this Agreement for any
         reason) so long as such Lender or Affiliate participates in such Rate
         Swap Document and their subsequent assigns, if any, whether now in
         existence or hereafter arising, and the due performance and compliance
         with all terms, conditions and agreements contained therein.

                  "Guarantors" means each of the Subsidiaries of the Company
         from time to time party to the Subsidiary Guaranty.

                  "Guaranty Obligation" has the meaning specified in the
         definition of "Contingent Obligation."

                  "Hazardous Materials" means all those substances that are
         regulated by, or which may form the basis of liability or a standard of
         conduct under, any Environmental Law, including any substance
         identified under any Environmental Law as a pollutant, contaminant,
         hazardous waste, hazardous constituent, special waste, hazardous
         substance, hazardous material, or toxic substance, or petroleum or
         petroleum-derived substance or waste.

                  "Honor Date" has the meaning specified in subsection 3.03(b).


                                       14
<PAGE>

                  "Indebtedness" of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary course
         of business on ordinary terms); (c) all Contingent Obligations with
         respect to Surety Instruments; (d) all obligations evidenced by notes,
         bonds, debentures or similar instruments, including obligations so
         evidenced incurred in connection with the acquisition of property,
         assets or businesses; (e) all indebtedness created or arising under any
         conditional sale or other title retention agreement, or incurred as
         financing, in either case with respect to property acquired by the
         Person (even though the rights and remedies of the seller or bank under
         such agreement in the event of default are limited to repossession or
         sale of such property); (f) all obligations with respect to capital
         leases; (g) all indebtedness referred to in clauses (a) through (f)
         above secured by (or for which the holder of such Indebtedness has an
         existing right, contingent or otherwise, to be secured by) any Lien
         upon or in property (including accounts and contract rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Indebtedness; and (h) all Guaranty Obligations
         in respect of indebtedness or obligations of others of the kinds
         referred to in clauses (a) through (g) above; provided, that
         "Indebtedness" shall not include (x) any indebtedness incurred by the
         Company or any Subsidiary pursuant to any Floor Plan Financing Facility
         to the extent that it shall be non-interest bearing or (y) any
         obligations of the Company or its Subsidiaries in respect of customer
         advances received and held in the ordinary course of business. For all
         purposes of this Agreement, the Indebtedness of any Person shall
         include all recourse Indebtedness of any partnership or joint venture
         or limited liability company in which such Person is a general partner
         or a joint venturer or a member and as to which such Person is or may
         become directly liable.

                  "Indemnified Liabilities" has the meaning specified in Section
         11.05.

                  "Indemnified Person" has the meaning specified in Section
         11.05.

                  "Independent Auditor" has the meaning specified in subsection
         7.01(a).

                  "Insolvency Proceeding" means, with respect to any Person, (a)
         any case, action or proceeding with respect to such Person before any
         court or other Governmental Authority relating to bankruptcy,
         reorganization, insolvency, liquidation, receivership, dissolution,
         winding-up or relief of debtors, or (b) any general assignment for the
         benefit of creditors, composition, marshalling of assets for creditors,
         or other, similar arrangement in respect of its creditors generally or
         any substantial portion of its creditors; in each case, undertaken
         under U.S. Federal, state or foreign law, including the Bankruptcy
         Code.

                  "Interest Payment Date" means, as to any Offshore Rate Loan,
         the last day of each Interest Period applicable to such Loan and, as to
         any Base Rate Loan, the last Business Day of each calendar quarter;
         provided, however, that if any Interest Period for an Offshore Rate
         Loan exceeds three months, the date that falls three months after the
         beginning of such Interest Period and after each Interest Payment Date
         thereafter is also an Interest Payment Date.


                                       15
<PAGE>

                  "Interest Period" means, as to any Fronted Offshore Currency
         Loan, the Interest Period as set forth in, or determined in accordance
         with, the applicable Offshore Currency Addendum and, as to any other
         Offshore Rate Loan, the period commencing on the Borrowing Date of such
         Loan or on the Conversion/Continuation Date on which the Loan is
         converted into or continued as an Offshore Rate Loan, and ending on the
         date one, two, three or six months thereafter as selected by a Borrower
         in its Notice of Borrowing or Notice of Conversion/Continuation;

         provided that:

                           (a) if any Interest Period would otherwise end on a
                  day that is not a Business Day, that Interest Period shall be
                  extended to the following Business Day unless the result of
                  such extension would be to carry such Interest Period into
                  another calendar month, in which event such Interest Period
                  shall end on the preceding Business Day;

                           (b) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month at the end of such Interest
                  Period;

                           (c)  no Interest  Period for any Term Loan or for any
                  Revolving Loan shall extend beyond January 31, 2006; and

                           (d) no Interest Period applicable to a Term Loan or
                  portion thereof shall extend beyond any date upon which is due
                  any scheduled principal payment in respect of the Term Loans
                  unless the aggregate principal amount of Term Loans
                  represented by Base Rate Loans, or by Offshore Rate Loans
                  having Interest Periods that will expire on or before such
                  date, equals or exceeds the amount of such principal payment.

                  "Investments" has the meaning specified in Section 8.04.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "Issuance Date" has the meaning specified in subsection
         3.01(a).

                  "Issue" means, with respect to any Letter of Credit, to issue
         or to extend the expiry of, or to renew or increase the amount of, such
         Letter of Credit; and the terms "Issued," "Issuing" and "Issuance" have
         corresponding meanings.

                  "Issuer" means, in respect of each Letter of Credit, BofA or
         such other Revolving Lender selected by a Borrower which, in either
         case, has agreed to act as issuer of such Letter of Credit hereunder.

                  "Joint Venture" means a single-purpose corporation,
         partnership, limited liability company, joint venture or other similar
         legal arrangement (whether created by contract or


                                       16
<PAGE>

         conducted through a separate legal entity) now or hereafter formed by
         the Company or any of its Subsidiaries with another Person (or such a
         pre-existing entity in which the Company or any of its Subsidiaries
         acquires a minority interest) in order to conduct a common venture or
         enterprise with such Person.

                  "Judgment Currency" has the meaning specified in subsection
         11.18.

                  "L/C Advance" means each Revolving Lender's participation in
         any L/C Borrowing in accordance with its Pro Rata Share.

                  "L/C Amendment Application" means an application form for
         amendment of outstanding standby or commercial documentary letters of
         credit as shall at any time be in use at the applicable Issuer, as such
         Issuer shall request.

                  "L/C Application" means an application form for issuances of
         standby or commercial documentary letters of credit as shall at any
         time be in use at the applicable Issuer, as such Issuer shall request.

                  "L/C Borrowing" means an extension of credit resulting from a
         drawing under any Letter of Credit which shall not have been reimbursed
         on the date when made nor converted into a Borrowing of Revolving Loans
         under subsection 3.03(c).

                  "L/C Commitment" means the commitment of the Issuers to Issue,
         and the commitment of the Revolving Lenders severally to participate
         in, Letters of Credit from time to time Issued or outstanding under
         Article III, in an aggregate amount not to exceed on any date (a) the
         Aggregate Revolving Loan Commitment less (b) the aggregate principal
         amount of Revolving Loans, Swing Line Loans and Fronted Offshore
         Currency Commitments then outstanding; provided that the L/C Commitment
         is a part of the Aggregate Revolving Credit Commitment, rather than a
         separate, independent commitment.

                  "L/C Obligations" means at any time the sum of (a) the
         aggregate undrawn amount of all Letters of Credit then outstanding,
         plus (b) the amount of all unreimbursed drawings under all Letters of
         Credit, including all outstanding L/C Borrowings.

                  "L/C-Related Documents" means the Letters of Credit, the L/C
         Applications, the L/C Amendment Applications and any other document
         relating to any Letter of Credit, including any standard form documents
         used by any Issuer for letter of credit issuances.

                  "Lease Assets" means, with respect to any lease, all of the
         following property and interests in property whether now existing or
         existing in the future or hereafter acquired or arising: (a) all
         vehicles or equipment manufactured or refurbished by the Company or any
         of its Subsidiaries (and truck chassis, cement block boom trucks and
         similar vehicles manufactured or refurbished by third parties) and
         acquired by a Leasing Subsidiary in connection with such assets being
         contemporaneously leased to a third party; (b) all leases and other
         contracts or agreements relating to the lease financing by a customer
         of vehicles or equipment manufactured or refurbished by the Company or
         any of its


                                       17
<PAGE>

         Subsidiaries; (c) all accounts receivable and other obligations
         incurred by lessees in connection with the foregoing, no matter how
         evidenced; (d) all rights to any vehicles or equipment subject to any
         of the foregoing after or in connection with creation of the foregoing,
         including, without limitation, returned or repossessed goods; (e) all
         reserves and credit balances with respect to any such lease contracts
         or agreements or lessees; (f) all letters of credit, security or
         guarantees for any of the foregoing; (g) all insurance policies or
         reports relating to any of the foregoing; and (h) all books and records
         relating to any of the foregoing.

                  "Leasing Subsidiary" means MFSI, Oshkosh/McNeilus Financial
         Services, Inc., Oshkosh/McNeilus Financial Services Partnership and any
         other Subsidiary that is designated by the Board of Directors of the
         Company as a Leasing Subsidiary and that is exclusively engaged in
         Leasing Transactions and activities related thereto. If at any time any
         Leasing Subsidiary should engage in a material transaction or activity
         other than those described above, it shall thereafter cease to be a
         Leasing Subsidiary hereunder.

                  "Leasing Transaction" means (a) the formation of Leasing
         Subsidiaries (whether in one or a series of related transactions); (b)
         the sale or other disposition to a third party of Lease Assets or an
         interest therein; (c) the borrowing of money secured by Lease Assets;
         or (d) the sale or other disposition of Lease Assets or an interest
         therein to a Leasing Subsidiary followed by a financing transaction in
         connection with such sale or disposition of such Lease Assets (whether
         such financing transaction is effected by such Leasing Subsidiary or by
         a third party to whom such Leasing Subsidiary sells such Lease Assets
         or interest therein); provided, that in each of the foregoing, the
         Company or its Subsidiaries receive or have received in cash at least
         95% of the aggregate sale price attributed to the vehicles and
         equipment that underlie the leases financed in such transaction.

                  "Lender" has the meaning specified in the introductory clause
         hereto. References to the "Lenders" shall include BofA, including in
         its capacity as an Issuer, as Offshore Currency Fronting Lender and as
         Swing Line Lender; for purposes of clarification only, to the extent
         that BofA may have any rights or obligations in addition to those of
         the Lenders due to its status as an Issuer, as Offshore Currency
         Fronting Lender or as Swing Line Lender, its status as such will be
         specifically referenced.

                  "Lending Office" means, as to any Lender, the office or
         offices of such Lender specified as its "Lending Office" or "Domestic
         Lending Office" or "Offshore Lending Office", as the case may be, on
         Schedule 11.02, or such other office or offices as such Lender may from
         time to time notify the Company and the Agent.

                   "Letters of Credit" means any letters of credit (whether
         standby letters of credit or commercial documentary letters of credit)
         Issued by the Issuers pursuant to Article III, including without
         limitation the existing letters of credit set forth on Schedule 1.01
         hereto.

                  "Leverage Ratio" means, as of any date of determination, the
         ratio of (a) all Indebtedness of the Company and its Subsidiaries
         (other than MFSI) determined on a


                                       18
<PAGE>

         consolidated basis as of such date, to (b) EBITDA for the period of
         four fiscal quarters ending on such date.

                  "Lien" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or similar interest of any kind
         or nature whatsoever in respect of any property (including those
         created by, arising under or evidenced by any conditional sale or other
         title retention agreement, the interest of a lessor under a capital
         lease, any financing lease having substantially the same economic
         effect as any of the foregoing, or the filing of any financing
         statement naming the owner of the asset to which such lien relates as
         debtor, under the Uniform Commercial Code or any comparable law) and
         any contingent or other agreement to provide any of the foregoing, but
         not including the interest of a lessor under an operating lease.

                  "Loan" means an extension of credit by a Lender to a Borrower
         under Article II or Article III in the form of a Revolving Loan, Term
         Loan, Swing Line Loan, Fronted Offshore Currency Loan or L/C Advance.

                  "Loan Documents" means this Agreement, any Notes, the Fee
         Letters, the L/C-Related Documents, the Collateral Documents, the Rate
         Swap Documents and all other documents delivered to the Agent or any
         Lender in connection herewith.

                  "local time" shall mean (a) with respect to Loans, the time of
         the office of the Agent or Offshore Currency Fronting Lender, as
         applicable, to which payment of each Loan is to be made, and (b) with
         respect to Letters of Credit, the time of the issuing office of the
         Issuer issuing such Letter of Credit.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                  "Material Adverse Effect" means (a) a material adverse change
         in, or a material adverse effect upon, the operations, business,
         properties or condition (financial or otherwise) of the Company or the
         Company and its Subsidiaries taken as a whole; (b) a material
         impairment of the ability of the Company or any Subsidiary to perform
         under any Loan Document and to avoid any Event of Default; or (c) a
         material adverse effect upon the legality, validity, binding effect or
         enforceability against the Company or any Subsidiary of any Loan
         Document.

                  "Material Subsidiary" means, at any time, any Subsidiary
         having at such time either (a) total (gross) revenues for the preceding
         four fiscal quarter period in excess of 2% of the total (gross)
         revenues of the Company and its Subsidiaries for such period or (b) a
         shareholder's equity, as of the last day of the preceding fiscal
         quarter, with a book value in excess of 4% of Net Worth, based in each
         case, to the extent applicable, upon the Company's most recent annual
         or quarterly financial statements delivered to the Agent pursuant to
         Section 7.01.

                  "MFSI" means McNeilus Financial Services, Inc., a Minnesota
         corporation.


                                       19
<PAGE>

                  "Mortgage" means any deed of trust, mortgage, leasehold
         mortgage, assignment of rents or other document creating a Lien on real
         property or any interest in real property.

                  "Mortgaged Property" means all property subject to a Lien
         pursuant to a Mortgage.

                  "Multiemployer Plan" means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which the Company or any
         ERISA Affiliate makes, is making, or is obligated to make contributions
         or, during the preceding three calendar years, has made, or been
         obligated to make, contributions.

                  "Net Proceeds" means (a) with respect to any Asset
         Disposition, the sum of cash or readily marketable cash equivalents
         received (including by way of a cash generating sale or discounting of
         a note or receivable, but excluding any other consideration received in
         the form of assumption by the acquiring Person of debt or other
         obligations relating to the properties or assets so disposed of or
         received in any other non-cash form) therefrom, whether at the time of
         such disposition or subsequent thereto, or (b) with respect to any sale
         or issuance of publicly traded debt securities (or other Indebtedness
         issued pursuant to an indenture, including Indebtedness issued in a so
         called "144A Offering") of the Company or any Subsidiary, cash or
         readily marketable cash equivalents received (but excluding any other
         non-cash form) therefrom, whether at the time of such disposition, sale
         or issuance or subsequent thereto, net, in either case, of all legal,
         title and recording tax expenses, commissions and other fees and all
         costs and expenses incurred and all federal, state, local and other
         taxes required to be accrued as a liability as a consequence of such
         transactions and, in the case of an Asset Disposition, net of all
         payments made by the Company or any of its Subsidiaries on any
         Indebtedness which is secured by such assets pursuant to a Permitted
         Lien upon or with respect to such assets or which must by the terms of
         such Lien, or in order to obtain a necessary consent to such Asset
         Disposition, or by applicable law be repaid out of the proceeds from
         such Asset Disposition.

                  "Net Worth" means the shareholders' equity of the Company as
         determined in accordance with GAAP, but excluding any portion thereof
         in excess of $23,000,000 attributable to the equity interest of the
         Company and its Subsidiaries in Leasing Subsidiaries.

                  "Non-Surety L/C's" means letters of credit which are not
         Surety L/C's.

                  "Note" means a promissory note executed by a Borrower in favor
         of a Lender pursuant to subsection 2.02(b), or pursuant to the
         applicable Offshore Currency Addendum.

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

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


                                       20
<PAGE>

                  "Obligations" means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document owing
         by the Company and each Subsidiary Borrower to any Lender, the Agent,
         or any Indemnified Person, whether direct or indirect (including those
         acquired by assignment), absolute or contingent, due or to become due,
         now existing or hereafter arising.

                  "Offshore Currency" means at any time, Euro, Japanese Yen,
         French Francs, Pounds Sterling, German Deutschemarks, Canadian Dollars
         or Italian Lira and, from and after the time of such approval, any
         other currency requested by the Company and approved by each Lender in
         accordance with subsection 2.08(e).

                  "Offshore Currency Addendum" means an addendum substantially
         in the form of Exhibit I hereto with such modifications thereto as
         shall be approved by the applicable Offshore Currency Fronting Lender
         and the Agent.

                  "Offshore Currency Fronting Lender" means any Lender with a
         Revolving Loan Commitment (or any Affiliate, branch or agency thereof)
         to the extent it is party to an Offshore Currency Addendum as the
         "Offshore Currency Fronting Lender" thereunder. If any agency, branch
         or Affiliate of such Lender shall be a party to an Offshore Currency
         Addendum, such agency, branch or Affiliate shall, to the extent of any
         commitment extended and any Loans made by it, have all the rights of
         such Lender hereunder; provided, however, that such Lender shall to the
         exclusion of such agency, branch or Affiliate, continue to have all the
         voting rights vested in it by the terms hereof.

                  "Offshore Currency Loan" means any Offshore Rate Loan
         denominated in an Offshore Currency.

                  "Offshore Currency Sublimit" means $50,000,000.

                   "Offshore Rate" means, for any Interest Period, with respect
         to Offshore Rate Loans comprising part of the same Borrowing or any
         Fronted Offshore Currency Loan, as applicable, the rate of interest per
         annum (rounded upward to the next 1/100th of 1%) determined by the
         Agent as follows:

         Offshore Rate =              IBOR
                        ----------------------------------------
                           1.00 - Eurodollar Reserve Percentage
         Where,

                  "Eurodollar Reserve Percentage" means for any day for any
                  Interest Period the maximum reserve percentage (expressed as a
                  decimal, rounded upward to the next 1/100th of 1%) in effect
                  on such day (whether or not applicable to any Lender) under
                  regulations issued from time to time by the FRB for
                  determining the maximum reserve requirement (including any
                  emergency, supplemental or other marginal reserve requirement)
                  with respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities"); and


                                       21
<PAGE>

                  "IBOR" means the rate of interest per annum determined by the
                  Agent as the rate at which deposits in the Applicable Currency
                  in the approximate amount of BofA's Offshore Rate Loan for
                  such Interest Period would be offered by BofA's Grand Cayman
                  Branch, Grand Cayman B.W.I. (or such other office as may be
                  designated for such purpose by BofA), to major banks in the
                  offshore interbank market at their request at approximately
                  11:00 a.m. (local time) two Business Days prior to the
                  commencement of such Interest Period.

                  The Offshore Rate shall be adjusted automatically as to all
         Offshore Rate Loans then outstanding as of the effective date of any
         change in the Eurodollar Reserve Percentage.

                  "Offshore Rate Loan" means a Loan that bears interest based on
         the Offshore Rate, which may be denominated in Dollars or any Offshore
         Currency.

                  "Organization Documents" means, for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement, and
         all applicable resolutions of the board of directors (or any committee
         thereof) of such corporation.

                  "Other Taxes" means any present or future stamp, court or
         documentary taxes or any other excise or property taxes, charges or
         similar levies which arise from any payment made hereunder or from the
         execution, delivery, performance, enforcement or registration of, or
         otherwise with respect to, this Agreement or any other Loan Documents.

                   "Participant" has the meaning specified in subsection
         11.08(e).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  "Pension Plan" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which the Company or any
         ERISA Affiliate sponsors, maintains, or to which it makes, is making,
         or is obligated to make contributions, or otherwise has any liability,
         or in the case of a multiple employer plan (as described in Section
         4064(a) of ERISA) has made contributions at any time during the
         immediately preceding five (5) plan years.

                  "Permitted Liens" has the meaning specified in Section 8.01.

                  "Permitted Securitization" means any receivables financing
         program providing for the sale of accounts receivable (including rights
         in respect of capitalized leases) and related rights by the Company and
         its Subsidiaries to a Securitization Subsidiary in transactions
         purporting to be sales (and treated as sales for GAAP purposes), which
         Securitization Subsidiary shall finance the purchase of such assets by
         the sale, transfer, conveyance, lien or pledge of such assets to one or
         more limited purpose financing


                                       22
<PAGE>

         companies, special purpose entities and/or other financial
         institutions, in each case pursuant to documentation in form and
         substance reasonably satisfactory to the Agent.

                  "Permitted Swap Obligations" means all obligations (contingent
         or otherwise) of the Company or any Subsidiary existing or arising
         under Swap Contracts, provided that each of the following criteria is
         satisfied: (a) such obligations are (or were) entered into by such
         Person in the ordinary course of business for the purpose of directly
         mitigating risks associated with liabilities, commitments or assets
         held or reasonably anticipated by such Person, or changes in the value
         of securities issued by such Person in conjunction with a securities
         repurchase program not otherwise prohibited hereunder, and not for
         purposes of speculation or taking a "market view"; and (b) such Swap
         Contracts do not contain any provision ("walk-away" provision)
         exonerating the non-defaulting party from its obligation to make
         payments on outstanding transactions to the defaulting party.

                  "Person" means an individual, partnership, corporation,
         limited liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.

                  "Plan" means an employee benefit plan (as defined in Section
         3(3) of ERISA) which the Company or any ERISA Affiliate sponsors or
         maintains or to which the Company or any ERISA Affiliate makes, is
         making, or is obligated to make contributions or otherwise has any
         liability and includes any Pension Plan.

                  "Pledge Agreement" means that certain Stock and Note Pledge
         Agreement dated as of the Closing Date between the Company and the
         Agent.

                  "Pledged Collateral" has the meaning specified in the Pledge
         Agreement.

                  "Pro Rata Revolving Share" means, as to any Revolving Lender,
         (a) at any time at which the Aggregate Revolving Loan Commitment
         remains outstanding, the percentage equivalent (expressed as a decimal
         rounded to the ninth decimal place) at such time of such Lender's
         Revolving Loan Commitment divided by the Aggregate Revolving Loan
         Commitment, and (b) after the termination of the Aggregate Revolving
         Loan Commitment, the percentage equivalent (expressed as a decimal,
         rounded to the ninth decimal place) at such time of the principal
         amount of such Lender's outstanding Revolving Loans (other than Swing
         Line Loans and Fronted Offshore Currency Loans) divided by the
         aggregate principal amount of the outstanding Revolving Loans (other
         than Swing Line Loans and Fronted Offshore Currency Loans) of all the
         Lenders.

                  "Pro Rata Share" means, as to any Lender, (a) in respect of a
         particular Loan and/or Commitment, (i) at any time at which the
         Commitments in respect of such Loan remain outstanding, the percentage
         equivalent (expressed as a decimal, rounded to the ninth decimal place)
         at such time of such Lender's Commitment in respect of such Loan
         divided by the combined Commitments in respect of such Loan, and (ii)
         after the termination of the Commitments in respect of such Loan, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of the principal amount outstanding of such
         Loans held by such Lender divided by the aggregate


                                       23
<PAGE>

         principal amount outstanding of such Loans held by all Lenders, and (b)
         in respect of all Loans and/or Commitments, (i) at any time at which
         the Aggregate Commitment (or any portion thereof) remains outstanding,
         the percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Lender's Commitments in respect of
         all Loans (and if any Term Loans are outstanding, with the Term Loan
         Commitment deemed to be outstanding to the extent of the principal
         amount of the related Term Loan which is then outstanding) divided by
         the Aggregate Commitment, and (b) after the termination of the
         Aggregate Commitment, the percentage equivalent (expressed as a
         decimal, rounded to the ninth decimal place) at such time of the
         principal amount of such Lender's outstanding Loans (including such
         Lender's ratable share of outstanding Swing Line Loans, Fronted
         Offshore Currency Loans and L/C Obligations) divided by the aggregate
         principal amount of the outstanding Loans and L/C Obligations of all of
         the Lenders.

                  "Rate Swap Documents" means, collectively, all Swap Contracts
         entered into between the Company and any Lender (or any Affiliate
         thereof) in respect of any portion of the Obligations.

                  "Remarketing Agreements" means agreements guaranteeing the
         residual or future resale value of products manufactured and sold or
         leased by the Company or any Subsidiary.

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC.

                  "Required Lenders" means at any time Lenders then holding at
         least 51% of the sum of (a) the then aggregate unpaid principal amount
         of the Term Loans, plus (b) the amount of the Aggregate Revolving Loan
         Commitment (or if the Revolving Loan Commitment has been terminated,
         then the aggregate principal amount outstanding of Revolving Loans,
         Swing Line Loans and Fronted Offshore Currency Loans, plus the
         outstanding amount of L/C Obligations); provided, that, if no principal
         amount of any Loan is then outstanding, then "Required Lenders" shall
         mean Lenders then having at least 51% of the Aggregate Revolving Loan
         Commitment.

                  "Required Revolving Lenders" means at any time Revolving
         Lenders then holding at least 51% of the then aggregate unpaid
         principal amount of the Revolving Loans, or, if no such principal
         amount is then outstanding, Revolving Lenders then having at least 51%
         of the Aggregate Revolving Loan Commitment.

                  "Requirement of Law" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.


                                       24
<PAGE>

                  "Responsible Officer" means the chief executive officer, the
         president, the chief financial officer, the treasurer or the corporate
         controller of the Company, or any other officer having substantially
         the same authority and responsibility.

                  "Restatement Date" means the date on which all conditions
         precedent set forth in Section 5.01 are satisfied or waived by all
         Lenders (or, in the case of subsection 5.01(e), waived by the Person
         entitled to receive such payment).

                  "Restricted Equity Payments" has the meaning specified in
         Section 8.11.

                  "Revolving Lender" means any Lender having a Revolving Loan
         Commitment.

                  "Revolving Loan" has the meaning specified in subsection
         2.01(b).

                  "Revolving Loan Commitment", as to each Revolving Lender, has
         the meaning specified in subsection 2.01(b).

                  "Revolving Termination Date" means the earlier to occur of:

                           (a) January 31, 2006; and

                           (b) the date on which the Aggregate Revolving Loan
                  Commitment terminates in accordance with the provisions of
                  this Agreement.

                  "Same Day Funds" means (a) with respect to disbursements and
         payments in Dollars, immediately available funds, and (b) with respect
         to disbursements and payments in an Offshore Currency, same day or
         other funds as may be determined by the Agent to be customary in the
         place of disbursement or payment for the settlement of international
         banking transactions in the relevant Offshore Currency.

                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "Securitization Subsidiary" means a special purpose,
         bankruptcy remote Wholly-Owned Subsidiary of the Company which may be
         formed for the sole and exclusive purpose of engaging in activities in
         connection with the purchase, sale and financing of accounts receivable
         and related rights (or of rights as lessor under capitalized leases and
         related equipment and rights) in connection with and pursuant to a
         Permitted Securitization.

                  "Security Agreement" means that certain Security Agreement
         dated as of the Closing Date between the Company and the Agent.

                   "Senior Subordinated Debt Documents" means the Senior
         Subordinated Indenture, the Senior Subordinated Notes and the other
         documents and instruments executed and delivered in connection
         therewith.


                                       25
<PAGE>

                  "Senior Subordinated Indenture" means that certain Indenture
         dated as of February 26, 1998 between the Company and the subsidiary
         guarantors party thereto and Firstar Trust Company.

                  "Senior Subordinated Notes" means those certain $100,000,000
         8.75% Senior Subordinated Notes of the Company due 2008.

                  "Solvent" means, as to any Person at any time, that (a) the
         fair value of the property of such Person is greater than the amount of
         such Person's liabilities (including disputed, contingent and
         unliquidated liabilities) as such value is established and liabilities
         evaluated for purposes of Section 101(31) of the Bankruptcy Code and,
         in the alternative, for purposes of the Illinois Uniform Fraudulent
         Transfer Act; (b) the present fair saleable value of the property of
         such Person is not less than the amount that will be required to pay
         the probable liability of such Person on its debts as they become
         absolute and matured; (c) such Person is able to realize upon its
         property and pay its debts and other liabilities (including disputed,
         contingent and unliquidated liabilities, but applying the reasonably
         anticipated liability, after giving effect to payments under insurance
         policies and indemnity agreements which such Person reasonably expects
         to receive) as they mature in the normal course of business; (d) such
         Person does not intend to, and does not believe that it will, incur
         debts or liabilities beyond such Person's ability to pay as such debts
         and liabilities mature; and (e) such Person is not engaged in business
         or a transaction, and is not about to engage in business or a
         transaction, for which such Person's property would constitute
         unreasonably small capital.

                  "Spot Rate" for a currency means the rate quoted by BofA as
         the spot rate for the purchase by BofA of such currency with another
         currency through its FX Trading Office at approximately 10:30 a.m.
         (local time) on the date two Business Days prior to the date as of
         which the foreign exchange computation is made.

                  "Stated Amount" means the stated or face amount of a Letter of
         Credit to the extent available at the time for drawing (subject to
         presentment of all requested documents), as the same may be increased
         or decreased from time to time in accordance with the terms of such
         Letter of Credit.

                   "Subsidiary" of a Person means any corporation, association,
         partnership, limited liability company, joint venture or other business
         entity of which more than 50% of the voting stock, membership interests
         or other equity interests (in the case of Persons other than
         corporations), is owned or controlled directly or indirectly by the
         Person, or one or more of the Subsidiaries of the Person, or a
         combination thereof; provided, that for the purposes of Articles VII
         and VIII hereof (and any definitions incorporated therein) and of
         calculating the Leverage Ratio and Net Worth, "Subsidiary" shall
         exclude all Leasing Subsidiaries. Unless the context otherwise clearly
         requires, references herein to a "Subsidiary" refer to a Subsidiary of
         the Company.

                  "Subsidiary Borrower" means any Subsidiary that is designated
         as a Subsidiary Borrower by the Company pursuant to Section 2.20 with
         the consent of the Agent, which


                                       26
<PAGE>

         Subsidiary shall have delivered a Subsidiary Borrower Supplement in
         accordance with Section 2.20.

                  "Subsidiary Borrower Supplement" means a Subsidiary Borrower
         Supplement in the form of Exhibit H.

                  "Subsidiary Guaranty" means that certain Subsidiary Guaranty
         dated as of the Closing Date by certain of the Subsidiaries in favor of
         the Agent and the Lenders.

                  "Subsidiary Security Agreement" means that certain Subsidiary
         Security Agreement dated as of the Closing Date between the Guarantors
         and the Agent.

                  "Surety Bonds" means all bonds issued for the account of the
         Company or any Subsidiary to assure the performance thereby (or to the
         extent issued in the ordinary course of business, any other Person)
         under any contract entered into in the ordinary course of business.

                  "Surety Instruments" means all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties,
         shipside bonds, performance bonds, Surety Bonds, Remarketing Agreements
         and similar instruments.

                  "Surety L/C's" means letters of credit which are issued for
         the account of the Company or any Subsidiary to provide credit support,
         in the ordinary course of business, for (a) a contract bid by any such
         Person, (b) the performance by any such Person under any contract, (c)
         any warranty extended by any such Person and (d) the repayment of
         advance payments made to any such Person.

                  "Swap Contract" means any agreement, whether or not in
         writing, relating to any transaction that is a rate swap, basis swap,
         forward rate transaction, commodity swap, commodity option, equity or
         equity index swap or option, bond, note or bill option, interest rate
         option, forward foreign exchange transaction, cap, collar or floor
         transaction, currency swap, cross-currency rate swap, swaption,
         currency option or any other, similar transaction (including any option
         to enter into any of the foregoing) or any combination of the
         foregoing, and, unless the context otherwise clearly requires, any
         master agreement relating to or governing any or all of the foregoing.

                  "Swap Termination Value" means, in respect of any one or more
         Swap Contracts, after taking into account the effect of any legally
         enforceable netting agreement relating to such Swap Contracts, (a) for
         any date on or after the date such Swap Contracts have been closed out
         and termination value(s) determined in accordance therewith, such
         termination value(s), and (b) for any date prior to the date referenced
         in clause (a) the amount(s) determined as the mark-to-market value(s)
         for such Swap Contracts, as determined by the Company based upon one or
         more mid-market or other readily available quotations provided by any
         recognized dealer in such Swap Contracts (which may include any
         Lender).


                                       27
<PAGE>

                  "Swing Line Commitment" means at any time, the obligation of
         the Swing Line Lender to make Swing Line Loans pursuant to Section
         2.05.

                  "Swing Line Lender" means BofA, in its capacity as provider of
         the Swing Line Loans.

                  "Swing Line Loan" means a Loan denominated in Dollars made by
         the Swing Line Lender.

                  "Swing Line Note" means a promissory note in substantially the
         form of Exhibit G.

                  "Swing Line Rate" means, at any time, for each Swing Line
         Loan, (a) the Offshore Rate in effect as of the Business Day of the
         making of a Swing Line Loan (or if extended, the date of such
         extension), assuming an Interest Period of one month, plus (b) the
         Applicable Offshore Rate Margin then in effect, plus (c) 50 basis
         points per annum.

                  "Taxes" means any and all present or future taxes, levies,
         assessments, imposts, duties, deductions, fees, withholdings or similar
         charges, and all liabilities with respect thereto, excluding, in the
         case of each Lender and the Agent, respectively, taxes imposed on or
         measured by its net income by the jurisdiction (or any political
         subdivision thereof) under the laws of which such Lender or the Agent,
         as the case may be, is organized or maintains a lending office.

                   "Term Loan Commitment" means, as to each Lender, such
         Lender's Term Loan Commitment, as specified on Schedule 2.01.

                   "Term Loan" has the meaning specified in subsection 2.01(a).

                  A "Type" of Loan means its status as either a Base Rate Loan
         or an Offshore Rate Loan.

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of Illinois.

                  "Unfunded Pension Liability" means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                  "United States" and "U.S." each means the United States of
         America.

                  "Voting Stock" of any Person as of any date means the Capital
         Stock of such Person that is entitled to vote in the election of the
         board of directors (or other governing body) of such Person.

                   "Wholly-Owned Subsidiary" means any corporation in which
         (other than directors' qualifying shares required by law) 100% of the
         capital stock of each class having ordinary voting power, and 100% of
         the capital stock of every other class, in each


                                       28
<PAGE>

         case (or, in the case of Persons other than corporations, membership
         interests or other equity interests), at the time as of which any
         determination is being made, is owned, beneficially and of record, by
         the Company, or by one or more of the other Wholly-Owned Subsidiaries,
         or both.

                  "Working Capital" means (a) Current Assets, less (b) Current
         Liabilities.

         1.02 Other Interpretive Provisions. (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

                  (b) The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and subsection, Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

                  (c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

                           (ii) The term "including" is not limiting and means
         "including without limitation."

                           (iii) In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including"; the words "to" and "until" each mean "to but
         excluding", and the word "through" means "to and including."

                           (iv) The term "property" includes any kind of
         property or asset, real, personal or mixed, tangible or intangible.

                  (d) Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any statute
or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute or regulation.

                  (e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

                  (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

                  (g) This Agreement and the other Loan Documents are the result
of negotiations among and have been reviewed by counsel to the Agent, the
Company and the other parties, and are the products of all parties. Accordingly,
they shall not be construed against the Lenders or the Agent merely because of
the Agent's or Lenders' involvement in their preparation.


                                       29
<PAGE>

         1.03 Accounting Principles. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                  (b) References herein to "fiscal year" and "fiscal quarter"
refer to such fiscal periods of the Company.

                  (c) In the event that any changes in GAAP occur after the date
of this Agreement and such changes result in a material variation in the method
of calculation of financial covenants or other terms of this Agreement or in
what Subsidiaries are consolidated for financial reporting purposes, then the
Company, the Agent and the Lenders agree to amend such provisions of this
Agreement so as to equitably reflect such changes so that the criteria for
evaluating the Company's financial condition will be the same after such changes
as if such changes had not occurred.

         1.04 Currency Equivalents Generally. For all purposes of this Agreement
(but not for purposes of the preparation of any financial statements delivered
pursuant hereto), the equivalent in any Offshore Currency or other currency of
an amount in Dollars, and the equivalent in Dollars of an amount in any Offshore
Currency or other currency, shall be determined at the Spot Rate.

                                   ARTICLE II

                                   THE CREDITS

         2.01 Amounts and Terms of Commitments. (a) The Term Loans. Each Lender
severally agrees, on the terms and conditions set forth herein, to make a single
loan in Dollars to the Company (each such loan, a "Term Loan") on the
Restatement Date in an amount not to exceed such Lender's Term Loan Commitment
as set forth on Schedule 2.01. Amounts borrowed as a Term Loan which are repaid
or prepaid by the Company may not be reborrowed.

                  (b) The Revolving Credit. Each Revolving Lender severally
agrees, on the terms and conditions set forth herein, to make loans to the
Borrowers (each such loan, a "Revolving Loan") from time to time on any Business
Day during the period from the Restatement Date to the Revolving Termination
Date, in Dollars and/or one or more Offshore Currencies to the Company and in
Offshore Currencies only to any Subsidiary Borrower, in an aggregate amount the
Dollar Equivalent of which shall not exceed at any time outstanding the amount
set forth on Schedule 2.01 (such amount, as the same may be reduced or increased
under Section 2.09 or as a result of one or more assignments under Section
11.08, the Revolving Lender's "Revolving Loan Commitment"); provided, however,
that, after giving effect to any Borrowing of Revolving Loans, the Dollar
Equivalent of the Effective Amount of all Revolving Loans and Swing Line Loans
outstanding at such time plus the Dollar Equivalent of the Effective Amount of
all L/C Obligations outstanding at such time, plus the aggregate amount of all
Fronted Offshore Currency Commitments outstanding at such time, shall not at any
time exceed the Aggregate Revolving Loan Commitment; provided further, that the
Dollar Equivalent of the Effective Amount of the outstanding Revolving Loans of
any Revolving Lender plus the participation of such Revolving Lender in the
Dollar Equivalent of the Effective Amount of all


                                       30
<PAGE>

L/C Obligations and such Revolving Lender's Pro Rata Revolving Share of any
outstanding Swing Line Loans and of the aggregate amount of all Fronted Offshore
Currency Commitments shall not at any time exceed such Revolving Lender's
Revolving Loan Commitment; and provided further, that the sum of the Dollar
Equivalent of the Effective Amount of the outstanding Revolving Loans
denominated in an Offshore Currency, plus the aggregate amount of all Fronted
Offshore Currency Commitments shall not exceed the Offshore Currency Sublimit.
Within the limits of each Revolving Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrowers may borrow under this
subsection 2.01(b), prepay under Section 2.10 and reborrow under this subsection
2.01(b).

         2.02 Loan Accounts. (a) The Loans made by each Lender and the Letters
of Credit Issued by the Issuer shall be evidenced by one or more accounts or
records maintained by such Lender or Issuer, as the case may be, in the ordinary
course of business. The accounts or records maintained by the Agent, the Issuer
and each Lender shall be conclusive absent manifest error of the amount of the
Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for
the account of the Company, and the interest and payments thereon. Any failure
so to record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrowers hereunder to pay any amount owing with
respect to the Loans or any Letter of Credit.

                  (b) Each Borrower shall issue to each Lender notes ("Notes")
to evidence such Lender's Loans (which shall be substantially in the form of
Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans
and Exhibit G with respect to Swing Line Loans and with respect to Fronted
Offshore Currency Loans, shall be in such form as may be required by the
applicable Offshore Currency Addendum). Each Lender may, instead of or in
addition to maintaining a loan account, endorse on the schedule annexed to its
Note(s) the date, amount and maturity of each Loan made by it and the amount of
each payment of principal made by a Borrower with respect thereto. Each such
Lender is irrevocably authorized by the Borrowers to endorse its Note(s) and
each Lender's record shall be conclusive absent manifest error; provided,
however, that the failure of a Lender to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of any Borrower hereunder or under any such Note to such Lender.

         2.03 Procedure for Borrowing. (a) Each Borrowing shall be made upon the
applicable Borrower's irrevocable notice delivered to the Agent in the form of a
Notice of Borrowing (which notice must be received by the Agent prior to noon
(local time) (i) two Business Days prior to the requested Borrowing Date, in the
case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days
prior to the requested Borrowing Date in the case of Offshore Rate Loans
denominated in Offshore Currencies; and (iii) on the requested Borrowing Date,
in the case of Base Rate Loans), specifying:

                           (A) the amount of the Borrowing, which shall be in an
                  aggregate minimum Dollar Equivalent amount of $3,000,000 or
                  any Dollar Equivalent multiple of $250,000 in excess thereof;

                           (B) the requested Borrowing Date, which shall be a
                  Business Day;

                           (C) the Type of Loans comprising the Borrowing;


                                       31
<PAGE>

                           (D) with respect to Offshore Rate Loans, the duration
                  of the Interest Period applicable to such Loans included in
                  such notice. If the Notice of Borrowing fails to specify the
                  duration of the Interest Period for any Borrowing comprised of
                  Offshore Rate Loans, such Interest Period shall be three
                  months;

                           (E) with respect to Offshore Rate Loans, the
                  Applicable Currency for the Borrowing; and

                           (F) the identity of the Borrower requesting the
                  Borrowing.

                  (b) The Agent will promptly notify each applicable Lender of
its receipt of any Notice of Borrowing and, in respect of Borrowings of
Revolving Loans, of (i) the amount of such Revolving Lender's Pro Rata Revolving
Share of that Borrowing and (ii) if such Borrowing is in an Offshore Currency,
the aggregate Dollar Equivalent amount of the Borrowing and the applicable Spot
Rate used by the Agent to determine the Dollar Equivalent amount. The Agent
shall also give the Company prompt notice of the matters referred to in subpart
(ii) of the preceding sentence.

                  (c) Each Lender will make the amount of its Pro Rata Share of
each Borrowing available to the Agent for the account of the applicable Borrower
at the Agent's applicable Payment Office by 1:00 p.m. (local time) on the
Borrowing Date requested by the Company in funds immediately available to the
Agent; provided that each "Lender" under the Prior Credit Agreement which is a
Lender shall be deemed to have made available on the Restatement Date an amount
equal to the lesser of the aggregate principal amount of "Loans" under the Prior
Credit Agreement outstanding on the Restatement Date and the amount of its Pro
Rata Share of each Borrowing on the Restatement Date. The proceeds of all such
Loans will then be made available to the applicable Borrower by the Agent at
such office by crediting the account of such Borrower on the books of BofA with
the aggregate of the amounts made available to the Agent by the Lenders and in
like funds as received by the Agent.

                  (d) After giving effect to any Borrowing, unless the Agent
shall otherwise consent, there may not be more than 10 different Interest
Periods in effect.

                  (e) Each Borrower hereby authorizes the Lenders and the Agent
to accept Notices of Borrowing 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
such Borrower. Each Borrower agrees to deliver promptly to the Agent a written
confirmation of each telephonic notice, signed by a Responsible Officer or an
authorized designee. 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.

         2.04 Conversion and Continuation Elections. (a) Each Borrower may, with
respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable
notice to the Agent in accordance with subsection 2.04(b):

                           (i) elect, as of any Business Day, in the case of
                  Base Rate Loans, or as of the last day of the applicable
                  Interest Period, in the case of Offshore Rate Loans made


                                       32
<PAGE>

                  to the Company, to convert any such Loans (or any part thereof
                  in a Dollar Equivalent amount not less than $3,000,000 or that
                  is in an integral multiple of the Dollar Equivalent of
                  $250,000 in excess thereof) into Base Rate Loans; or

                           (ii) elect as of the last day of the applicable
                  Interest Period, to continue any Revolving Loans or Term Loans
                  having Interest Periods expiring on such day (or any part
                  thereof in an amount not less than the Dollar Equivalent of
                  $3,000,000, or that is in an integral multiple of the Dollar
                  Equivalent of $250,000 in excess thereof);

provided, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing by all Borrowers is reduced, by payment, prepayment, or
conversion of part thereof to be less than the Dollar Equivalent of $3,000,000,
such Offshore Rate Loans shall be assigned to and assumed by the Company, if
borrowed by a Borrower other than the Company, and then may, upon written notice
by the Company delivered to the Agent and the Swing Line Lender concurrent with
its notice of prepayment and compliance with Section 2.06, be converted into
Swing Line Loans, or, in the absence of such a conversion, shall automatically
convert into Base Rate Loans, and on and after such date the right of the
Company to continue such Loans as, and convert such Loans into, Offshore Rate
Loans shall terminate.

                  (b) Each Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 10:30 a.m.
(local time) at least (i) two Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as Offshore Rate Loans denominated in Dollars; (ii) four Business Days in
advance of the Conversion/Continuation Date, if the Loans are to be converted
into or continued as Offshore Rate Loans denominated in an Offshore Currency;
and (iii) on the Conversion/Continuation Date, if the Loans are to be converted
into Base Rate Loans, specifying:

                           (A) the proposed Conversion/Continuation Date;

                           (B) the aggregate amount of Loans to be converted or
                  continued;

                           (C) the Type of Loans resulting from the proposed
                  conversion or continuation;

                           (D) other than in the case of conversions into Base
                  Rate Loans, the duration of the requested Interest Period; and

                           (E) if converted into Offshore Rate Loans denominated
                  in an Offshore Currency, the Applicable Currency in which such
                  converted Loans are to be denominated.

                  (c) If upon the expiration of any Interest Period applicable
to Offshore Rate Loans, a Borrower has failed to select timely a new Interest
Period to be applicable to such Offshore Rate Loans, as the case may be, then
(i) if no Default or Event of Default then exists, such Borrower shall be deemed
to have elected to continue such Loans as Offshore Rate Loans to itself
denominated in the same Offshore Currency and having a one-month Interest Period
effective as of the expiration date of such expiring Interest Period and (ii) if
any Default or Event


                                       33
<PAGE>

of Default then exists, such Borrower shall be deemed to have elected to convert
such Offshore Rate Loans into Base Rate Loans made to the Company and
denominated in Dollars effective as of the expiration date of such expiring
Interest Period.

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

                  (e) Unless the Required Lenders otherwise consent, during the
existence of a Default or Event of Default, no Borrower may elect to have a Loan
converted into or continued as an Offshore Rate Loan.

                  (f) After giving effect to any conversion or continuation of
Loans, unless the Agent shall otherwise consent, there may not be more than 10
different Interest Periods in effect.

                  (g) Each Borrower hereby authorizes the Lenders and the Agent
to accept Notices of Conversion/Continuation 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 such Borrower. Each Borrower agrees to deliver promptly to
the Agent a written confirmation of each telephonic notice, signed by a
Responsible Officer or an authorized designee. 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.

         2.05 The Swing Line Loans. Subject to the terms and conditions hereof,
the Swing Line Lender agrees to make Swing Line Loans denominated in Dollars to
the Company from time to time prior to the Revolving Termination Date in an
aggregate principal amount at any one time outstanding not to exceed
$20,000,000; provided, that after giving effect to any such Swing Line Loan, the
Dollar Equivalent of the Effective Amount of all Revolving Loans, Swing Line
Loans, Fronted Offshore Currency Commitments and L/C Obligations at such time
would not exceed the Aggregate Revolving Loan Commitment at such time. Prior to
the Revolving Termination Date, the Company may use the Swing Line Commitment by
borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof. All Swing Line Loans
shall bear interest at the Swing Line Rate and shall not be entitled to be
converted into Loans that bear interest at any other rate.

         2.06 Procedure for Swing Line Loans. (a) The Company may borrow under
the Swing Line Commitment on any Business Day until the Revolving Termination
Date; provided, that the Company shall give the Swing Line Lender irrevocable
written notice signed by a Responsible Officer or an authorized designee (which
notice must be received by the Swing Line Lender prior to 11:00 a.m. (local
time)) with a copy to the Agent specifying the amount of the requested Swing
Line Loan, which shall be in a minimum amount of $100,000 or a whole multiple of
$100,000 in excess thereof. The proceeds of the Swing Line Loan will be made
available by the Swing Line Lender to the Company in immediately available funds
at the office of the Swing Line Lender by 1:00 p.m. (local time) on the date of
such notice. The Company may at any time and from time to time, prepay the Swing
Line Loans, in whole or in part,


                                       34
<PAGE>

without premium or penalty, by notifying the Swing Line Lender prior to 11:00
a.m. (local time) on any Business Day of the date and amount of prepayment with
a copy to the Agent. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein. Partial
prepayments shall be in an aggregate principal amount of $100,000 or a whole
multiple of $100,000 in excess thereof.

                  (b) If any Swing Line Loan shall remain outstanding at 11:00
a.m. (local time) on the fifth Business Day following the date of such Swing
Line Loan and if by such time on such fifth Business Day the Agent shall have
received neither (i) a Notice of Borrowing delivered by the Company pursuant to
Section 2.03 requesting that Revolving Loans be made pursuant to subsection
2.01(b) on the immediately succeeding Business Day in an amount at least equal
to the principal amount of such Swing Line Loan for the purpose of refunding
such Swing Line Loan nor (ii) any other notice satisfactory to the Agent
indicating the Company's intent to repay such Swing Line Loan on or before the
immediately succeeding Business Day with funds obtained from other sources or to
extend such Swing Line Loan, then on such Business Day the Swing Line Lender
shall (and on any Business Day the Swing Line Lender in its sole discretion
may), on behalf of the Company (which hereby irrevocably directs the Swing Line
Lender to act on its behalf) request the Agent to notify each Revolving Lender
to make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata
Revolving Share of (A) in the case of such a request which is required to be
made, the amount of the relevant Swing Line Loan and (B) in the case of such a
discretionary request, the aggregate principal amount of the Swing Line Loans
outstanding on the date such notice is given; provided, that absent notice by
the Company to the contrary by such time on such fifth Business Day, the Company
shall be deemed to have requested, at the end of such five Business Day period,
that each outstanding Swing Line Loan be extended for an additional period of
five Business Days, so long as the conditions specified in Section 5.02 would be
satisfied at the beginning of each such additional period, treating each such
extension as if it were the making of a new Loan. Unless any of the events
described in subsection 9.01(f) or (g) shall have occurred with respect to the
Company (in which event the procedures of paragraph (d) of this Section 2.06
shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan
available to the Agent for the account of the Swing Line Lender at the Agent's
Payment Office in funds immediately available prior to 1:00 p.m. (local time) on
the Business Day next succeeding the date such notice is given. The proceeds of
such Revolving Loans shall be immediately applied to repay the outstanding Swing
Line Loans. Effective on the day such Revolving Loans are made, the portion of
the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans
and shall no longer be due under the Swing Line Note. The Company shall pay to
the Swing Line Lender, promptly following the Swing Line Lender's demand, the
amount of its outstanding Swing Line Loans to the extent amounts received from
the Revolving Lenders are not sufficient to repay in full such outstanding Swing
Line Loans.

                  (c) Notwithstanding anything herein to the contrary, the Swing
Line Lender (i) shall not be obligated to make any Swing Line Loan if the
conditions set forth in Article V have not been satisfied and (ii) shall not
make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the
date of such requested Swing Line Loan, it has received a written notice from
the Agent or any Revolving Lender directing it not to make further Swing Line
Loans because one or more of the conditions specified in Article V are not then
satisfied.


                                       35
<PAGE>

                  (d) If prior to the making of a Revolving Loan required to be
made by subsection 2.06(b) an Event of Default described in subsection 9.01(f)
or 9.01(g) shall have occurred and be continuing with respect to the Company,
each Revolving Lender will, on the date such Revolving Loan was to have been
made pursuant to the notice described in subsection 2.06(b), purchase an
undivided participating interest in the outstanding Swing Line Loans in an
amount equal to its Pro Rata Revolving Share of the aggregate principal amount
of Swing Line Loans then outstanding. Each Revolving Lender will immediately
transfer to the Agent for the benefit of the Swing Line Lender, in immediately
available funds, the amount of its participation.

                  (e) Whenever, at any time after a Revolving Lender has
purchased a participating interest in a Swing Line Loan, the Swing Line Lender
receives any payment on account thereof, the Swing Line Lender will distribute
to the Agent for delivery to each Revolving Lender its participating interest in
such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Lender's participating
interest was outstanding and funded); provided, however, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
Revolving Lender will return to the Agent for delivery to the Swing Line Lender
any portion thereof previously distributed by the Swing Line Lender to it.

                  (f) Each Lender's obligation to make the Revolving Loans
referred to in subsection 2.06(b) and to purchase participating interests
pursuant to subsection 2.06(d) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Revolving Lender or
the Company may have against the Swing Line Lender, the Company or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a
Default or an Event of Default, (iii) any adverse change in the condition
(financial or otherwise) of the Company, (iv) any breach of this Agreement or
any other Loan Document by the Company, any Subsidiary or any other Lender, or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

         2.07 The Fronted Offshore Currency Loans.

                  (a) Upon the satisfaction of the conditions precedent set
forth in Article V hereof and set forth in the applicable Offshore Currency
Addendum, from and including the later of the date of this Agreement and the
date of execution of the applicable Offshore Currency Addendum and prior to the
termination of the Aggregate Revolving Loan Commitment (or such earlier
termination date as shall be specified in or pursuant to the applicable Offshore
Currency Addendum), each Offshore Currency Fronting Lender agrees, on the terms
and conditions set forth in this Agreement and in the applicable Offshore
Currency Addendum, to make Fronted Offshore Currency Loans under such Offshore
Currency Addendum to the applicable Borrower party to such Offshore Currency
Addendum from time to time in the applicable Alternate Currency, in an aggregate
principal Effective Amount with a Dollar Equivalent not to exceed each such
Offshore Currency Fronting Lender's applicable Fronted Offshore Currency
Commitment (the amount of which shall in no event be, if not zero, less than the
Dollar Equivalent of $10,000,000 or an increment of $1,000,000 in excess
thereof); provided, that, at no time shall the Dollar Equivalent of the Fronted
Offshore Currency Loans for any specific Alternate Currency exceed the maximum
amount specified as the maximum amount for such


                                       36
<PAGE>

Alternate Currency in the applicable Offshore Currency Addendum other than as a
result of currency fluctuations. Subject to the terms of this Agreement and the
applicable Offshore Currency Addendum, the applicable Borrowers may borrow,
repay and reborrow Fronted Offshore Currency Loans in the applicable Alternate
Currency at any time prior to the termination of the Aggregate Revolving Loan
Commitment (or such earlier termination date as shall be specified in or
pursuant to the applicable Offshore Currency Addendum). On the termination of
the Aggregate Revolving Loan Commitment (or such earlier termination date as
shall be specified in or pursuant to the applicable Offshore Currency Addendum),
the outstanding principal balance of the Fronted Offshore Currency Loans shall
be paid in full by the applicable Borrower and prior to the termination of the
Aggregate Revolving Loan Commitment (or such earlier termination date as shall
be specified in or pursuant to the applicable Offshore Currency Addendum)
prepayments of the Fronted Offshore Currency Loans shall be made by the
applicable Borrower if and to the extent required by Section 2.11(e). For the
avoidance of doubt, it is understood that no Lender shall have any obligation
hereunder to execute an Offshore Currency Addendum and so to become an Offshore
Currency Fronting Lender.

                  (b) The applicable Borrower shall pay the Offshore Currency
Fronting Lender a fronting fee in respect of each Fronted Offshore Currency Loan
in accordance with the Offshore Currency Addendum (or other agreement with the
Offshore Currency Fronting Lender).

                  (c) Except as otherwise required by applicable law, in no
event shall any Offshore Currency Fronting Lender have the right to accelerate
the Fronted Offshore Currency Loans outstanding under any Offshore Currency
Addendum prior to the stated termination date in respect thereof, except that
each Offshore Currency Fronting Lender shall have such rights upon an
acceleration of the Loans and a termination of the Revolving Loan Commitments
pursuant to Article IX.

                  (d) Each Offshore Currency Fronting Lender shall furnish to
the Agent not less frequently than monthly, at the end of each calendar quarter,
and at any other time upon the request of the Agent, a statement setting forth
the outstanding Fronted Offshore Currency Loans made and repaid during the
period since the last such report under such Offshore Currency Addendum.

                  (e) Immediately and automatically upon the occurrence of an
Event of Default under Sections 9.1(a), (f) or (g), each Revolving Lender shall
be deemed to have unconditionally and irrevocably purchased from the applicable
Offshore Currency Fronting Lender, without recourse or warranty, an undivided
interest in and participation in each Fronted Offshore Currency Loan ratably in
an amount equal to such Lender's Pro Rata Revolving Share of the amount of
principal and accrued interest of such Loan, and immediately and automatically
all Fronted Offshore Currency Loans shall be converted to and redenominated in
Dollars equal to the Dollar Equivalent of each such Fronted Offshore Currency
Loan determined as of the date of such conversion; provided, that to the extent
such conversion shall occur other than at the end of an Interest Period, the
applicable Borrower shall pay to the applicable Offshore Currency Fronting
Lender, all losses and breakage costs related thereto in accordance with Section
4.04. Each of the Lenders shall pay to the applicable Offshore Currency Fronting
Lender not later than two (2) Business Days following a request for payment from
such Offshore Currency Fronting Lender, in Dollars, an amount equal to the
undivided interest in and participation in the Fronted


                                       37
<PAGE>

Offshore Currency Loan purchased by such Lender pursuant to this Section
2.07(e). In the event that any Lender fails to make payment to the applicable
Offshore Currency Fronting Lender of any amount due under this Section 2.07(e),
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 from such Lender an amount sufficient to discharge such Lender's
payment obligation as prescribed in this Section 2.07(e) together with interest
thereon at the Federal Funds Rate for each day during the period commencing on
the date of demand by the applicable Offshore Currency Fronting Lender and
ending on the date such obligation is fully satisfied. The Agent will promptly
remit all payments received as provided above to the applicable Offshore
Currency Fronting Lender. In consideration of the risk participations prescribed
in this Section 2.07(e), each Lender shall receive, from the accrued interest
paid for periods prior to the conversion of any Fronted Offshore Currency Loan
as described above by the applicable Borrower on each Fronted Offshore Currency
Loan, a fee equal to such Lender's Pro Rata Revolving Share of the Applicable
Offshore Rate Margin component of the interest accrued on such Loan, as in
effect from time to time during the period such interest accrued. Such portion
of the interest paid by the applicable Borrower on Fronted Offshore Currency
Loans to the applicable Offshore Currency Fronting Lender shall be paid as
promptly as possible by such Offshore Currency Fronting Lender to the Agent, and
the Agent shall as promptly as possible convert such amount into Dollars at the
spot rate of exchange in accordance with its normal banking practices and apply
such resulting amount ratably among the Lenders (including the Offshore Currency
Fronting Lenders) in proportion to their Pro Rata Revolving Share.

                  (f) Whenever, at any time after a Revolving Lender has
purchased a participating interest in a Fronted Offshore Currency Loan, the
Offshore Currency Fronting Lender receives any payment on account thereof, the
Offshore Currency Fronting Lender will distribute to the Agent for delivery to
each Revolving Lender its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Revolving Lender's participating interest was outstanding and
funded); provided, however, that in the event that such payment received by the
Offshore Currency Fronting Lender is required to be returned, such Revolving
Lender will return to the Agent for delivery to the Offshore Currency Fronting
Lender any portion thereof previously distributed by the Agent or the Offshore
Currency Fronting Lender to it.

                  (g) Each Revolving Lender's obligation to purchase the
participating interests referred to in subsection 2.07(e) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Revolving Lender or any Borrower may have against the Offshore
Currency Fronting Lender, the Company or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default or an Event of
Default, (iii) any adverse change in the condition (financial or otherwise) of
any Borrower, (iv) any breach of this Agreement or any other Loan Document by
any Borrower, any Guarantor or any other Lender, or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

                  (h) The specification of payment of Fronted Offshore Currency
Loans in the related Alternate Currency at a specific place pursuant to this
Agreement is of the essence. Such


                                       38
<PAGE>

Alternate Currency shall, subject to Section 2.07, be the currency of account
and payment of such Loans under this Agreement and the applicable Offshore
Currency Addendum. Notwithstanding anything in this Agreement, the obligation of
the applicable Borrower in respect of such Loans shall not be discharged by an
amount paid in any other currency or at another place, whether pursuant to a
judgment or otherwise, to the extent the amount so paid, on prompt conversion
into the applicable Alternate Currency and transfer to such Lender under normal
banking procedure, does not yield the amount of such Alternate Currency due
under this Agreement or the applicable Offshore Currency Addendum. In the event
that any payment, whether pursuant to a judgment or otherwise, upon conversion
and transfer, does not result in payment of the amount of such Alternate
Currency due under this Agreement or the applicable Offshore Currency Addendum,
such Lender shall have an independent cause of action against each of the
Borrowers for the currency deficit. In the event that any payment, upon
conversion and transfer, results in payment in excess of the amount of such
Alternate Currency due under this Agreement or the applicable Offshore Currency
Addendum, such Lender shall refund such excess to the applicable Borrower.

         2.08 Utilization of Commitments in Offshore Currencies.

                  (a) The Agent will determine the Dollar Equivalent amount with
respect to any (i) Borrowing comprised of Offshore Currency Loans as of the
requested Borrowing Date, (ii) outstanding Offshore Currency Loans as of the
last Banking Day of each month, and (iii) outstanding Offshore Currency Loans as
of any redenomination date pursuant to this Section 2.08 or Section 4.05 (each
such date under clauses (i) through (iii) a "Computation Date"). The Agent will
provide the Company with the amount determined pursuant to the foregoing clause
(ii) promptly following the end of each month. Upon receipt of any Notice of
Borrowing, the Agent will promptly notify each Revolving Lender thereof and of
the amount of such Lender's Pro Rata Revolving Share of the Borrowing. In the
case of a Borrowing comprised of Offshore Currency Loans, such notice will
provide the approximate amount of each Lender's Pro Rata Revolving Share of the
Borrowing, and the Agent will, upon the determination of the Dollar Equivalent
amount of the Borrowing as specified in the Notice of Borrowing, promptly notify
each Revolving Lender of the exact amount of such Revolving Lender's Pro Rata
Revolving Share of the Borrowing.

                  (b) In the case of a proposed Borrowing comprised of Offshore
Currency Loans, the Revolving Lenders shall be under no obligation to make
Offshore Currency Loans in the requested Offshore Currency as part of such
Borrowing if the Agent has received notice from any of the Revolving Lenders by
3:00 p.m. (local time) three Business Days prior to the day of such Borrowing
that such Lender cannot provide Loans in the requested Offshore Currency, in
which event the Agent will give notice to the Company no later than 9:00 a.m.
(local time) on the third Business Day prior to the requested date of such
Borrowing that the Borrowing in the requested Offshore Currency is not then
available, no such Borrowing shall be made and any request for a Revolving Loan
in such Offshore Currency shall be deemed withdrawn and shall otherwise be
without effect.

                  (c) In the case of a proposed continuation of Offshore
Currency Loans for an additional Interest Period pursuant to Section 2.04, the
Revolving Lenders shall be under no obligation to continue such Offshore
Currency Loans if the Agent has received notice from any


                                       39
<PAGE>

of the Revolving Lenders by 4:00 p.m. (local time) three Business Days prior to
the day of such continuation that such Revolving Lender cannot continue to
provide Loans in the Offshore Currency, in which event the Agent will give
notice to the Company not later than 9:00 a.m. (local time) on the second
Business Day prior to the requested date of such continuation that the
continuation of such Offshore Currency Loans in the Offshore Currency is not
then available, and notice thereof also will be given promptly by the Agent to
the Lenders. If the Agent shall have so notified the Company that any such
continuation of Offshore Currency Loans is not then available, any Notice of
Continuation/Conversion with respect thereto shall be deemed withdrawn and such
Offshore Currency Loans shall be redenominated into Base Rate Loans assumed by
the Company in Dollars with effect from the last day of the Interest Period with
respect to any such Offshore Currency Loans. The Agent will promptly notify the
Company and the Revolving Lenders of any such redenomination and in such notice
by the Agent to each Revolving Lender the Agent will state the aggregate Dollar
Equivalent amount of the redenominated Offshore Currency Loans assumed by the
Company as of the Computation Date with respect thereto and such Revolving
Lender's Pro Rata Share thereof.

                  (d) Notwithstanding anything herein to the contrary, during
the existence of an Event of Default, upon the request of the Required Revolving
Lenders, all or any part of any outstanding Offshore Currency Loans shall be
redenominated and converted into Base Rate Loans in Dollars assumed by the
Company with effect from the last day of the Interest Period with respect to any
such Offshore Currency Loans. The Agent will promptly notify the applicable
Borrower of any such redenomination and conversion request.

                  (e) The Company shall be entitled to request that Revolving
Loans hereunder shall also be permitted to be made in any other lawful currency
constituting a eurocurrency (other than Dollars), in addition to the currencies
specified in the definition of "Offshore Currency" herein, that in the opinion
of each Revolving Lender is at such time freely traded in the offshore interbank
foreign exchange markets and is freely transferable and freely convertible into
Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the
Agent any request for designation of an Agreed Alternative Currency in
accordance with Section 11.02, to be received by the Agent not later than noon
(local time) at least ten Business Days in advance of the date of any Borrowing
hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt
of any such request the Agent will promptly notify the Revolving Lenders
thereof, and each Revolving Lender will use its best efforts to respond to such
request within two Business Days of receipt thereof. Each Revolving Lender may
grant or accept such request in its sole discretion. The Agent will promptly
notify the Company of the acceptance or rejection of any such request.

         2.09 Voluntary Termination, Reduction or Increase of Revolving Loan
Commitments. (a) The Company may, upon not less than five Business Days' prior
notice to the Agent, terminate the Revolving Loan Commitments, or permanently
reduce the Revolving Loan Commitments by an aggregate minimum amount of
$10,000,000 or any multiple of $1,000,000 in excess thereof; unless, after
giving effect thereto and to any prepayments of Loans made on the effective date
thereof, (a) the Dollar Equivalent of the Effective Amount of all Revolving
Loans, Swing Line Loans and L/C Obligations together plus the amount of all
outstanding Fronted Offshore Currency Commitments would exceed the amount of the
Aggregate Revolving


                                       40
<PAGE>

Loan Commitment then in effect, or (b) the Dollar Equivalent of the Effective
Amount of all L/C Obligations then outstanding would exceed the L/C Commitment.
Once reduced in accordance with this Section, the Revolving Loan Commitments may
not be increased. Any reduction of the Revolving Loan Commitments shall be
applied to each Revolving Lender according to its Pro Rata Revolving Share. All
accrued commitment and letter of credit fees to, but not including, the
effective date of any reduction or termination of Revolving Loan Commitments,
shall be paid on the effective date of such reduction or termination.

                  (b) At no time shall the sum of the Swing Line Commitment and
the Fronted Offshore Currency Commitment(s) exceed the Aggregate Revolving Loan
Commitment, and any reduction of the Aggregate Revolving Loan Commitment which
reduces the Aggregate Revolving Loan Commitment below the then-current sum of
the Swing Line Commitment and the Fronted Offshore Currency Commitments shall
result in an automatic pro rata corresponding reduction of each of the Swing
Line Commitment and the Fronted Offshore Currency Commitment(s) so that the sum
thereof is equal to the amount of the Aggregate Revolving Loan Commitment, as so
reduced, without any action on the part of the Swing Line Lender or the Fronted
Offshore Currency Lender(s). At no time shall either the sum of the Swing Line
Commitment plus any Fronted Offshore Currency Commitment of BofA exceed the
Revolving Loan Commitment of BofA, and any reduction of the Aggregate Revolving
Loan Commitment which reduces the Revolving Loan Commitment of BofA below the
then-current sum of the Swing Line Commitment plus the Fronted Offshore Currency
Commitment of BofA shall result in an automatic corresponding reduction of the
Swing Line Commitment and the Fronted Offshore Currency Commitment of BofA, on a
ratable basis, to the amount of the Revolving Loan Commitment of BofA, as so
reduced, without any action on the part of BofA.

                  (c) The Company may, at its option, on a single occasion
within two years of the Restatement Date, seek to increase the Aggregate
Revolving Loan Commitment by up to an aggregate amount of $50,000,000 (resulting
in a maximum Aggregate Revolving Loan Commitment of $220,000,000) upon at least
three (3) Business Days' prior written notice to the Agent, which notice shall
specify the amount of any such increase and shall be delivered at a time when no
Default or Event of Default has occurred and is continuing. The Company may,
after giving such notice, offer the increase (which may be declined by any
Lender in its sole discretion) in the Aggregate Revolving Loan Commitment on
either a ratable basis to the Lenders or on a non pro-rata basis to one or more
Lenders and/or to other banks or entities reasonably acceptable to the Agent. No
increase in the Aggregate Revolving Loan Commitment shall become effective until
the existing or new Lenders extending such incremental Revolving Loan Commitment
amount and the Company shall have delivered to the Agent a document in form
reasonably satisfactory to the Agent pursuant to which any such existing
Revolving Lender states the amount of its Revolving Loan Commitment increase,
any such new Revolving Lender states its Revolving Loan Commitment amount and
agrees to assume and accept the obligations and rights of a Revolving Lender
hereunder and the Company accepts such incremental Revolving Loan Commitments.
The Revolving Lenders (new or existing) shall accept an assignment from the
existing Revolving Lenders, and the existing Revolving Lenders shall make an
assignment to the new or existing Revolving Lender accepting a new or increased
Revolving Loan Commitment, of an interest (or participation interest, as
applicable) in all Revolving Loans and other credit exposure in respect of the


                                       41
<PAGE>

Aggregate Revolving Loan Commitment such that, after giving effect thereto, all
Revolving Loans and all such other credit exposure are held ratably by the
Revolving Lenders in proportion to their respective Revolving Loan Commitments.
Assignments pursuant to the preceding sentence shall be made in exchange for the
principal amount assigned plus accrued and unpaid interest and commitment and
other fees. The Company shall make any payments under Section 4.04 resulting
from such assignments.

         2.10 Optional Prepayments. Subject to Section 4.04, any Borrower may,
at any time or from time to time, upon not less than two (2) Business Days'
irrevocable notice to the Agent, in respect of Offshore Rate Loans (other than
Fronted Offshore Currency Loans, except as otherwise provided in the applicable
Offshore Currency Addendum), and in respect of Base Rate Loans, by not later
than 10:30 a.m. (local time) on the prepayment date, prepay Loans in whole or in
part, in minimum amounts equal to the Dollar Equivalent of $3,000,000 or any
Dollar Equivalent multiple of $250,000 in excess thereof. Such notice of
prepayment shall specify the date and amount of such prepayment, which Loans are
to be prepaid and the Type(s) of such Loans to be prepaid. The Agent will
promptly notify each Lender of its receipt of any such notice, and of such
Lender's Pro Rata Share of such prepayment. If such notice is given by any
Borrower, such Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein,
together, in the case of Offshore Rate Loans, with accrued interest to each such
date on the amount prepaid and any amounts required pursuant to Section 4.04.
Optional prepayments of such Term Loan shall be applied first, in the order of
maturity, to payments due on the Term Loan in the next 12 months, and then
ratably to all remaining payments on the Term Loan.

         2.11 Mandatory Prepayments of Loans. (a) If on any date the Effective
Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash
Collateralize on such date the outstanding Letters of Credit in an amount equal
to the excess of the maximum amount then available to be drawn under the Letters
of Credit over the Aggregate L/C Commitment. Subject to Section 4.04, if on any
date, after giving effect to any Cash Collateralization made on such date
pursuant to the preceding sentence, the Dollar Equivalent of the Effective
Amount of all Revolving Loans, Swing Line Loans and Fronted Offshore Currency
Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds
the Aggregate Revolving Loan Commitment, the Borrowers shall immediately, and
without notice or demand, prepay the outstanding principal amount of the
Revolving Loans, Swing Line Loans, Fronted Offshore Currency Loans and/or L/C
Advances by an amount equal to such excess.

                  (b) Within five (5) Business Days after the receipt thereof,
the Company shall prepay the Term Loans and reduce the Aggregate Revolving Loan
Commitment in an amount equal to 100% of the Net Proceeds realized upon the
issuance by the Company or any Subsidiary of any publicly traded debt securities
(or other Indebtedness issued pursuant to an indenture, including Indebtedness
issued in a so called "144A Offering") other than any subordinated debt
securities issued pursuant to Section 8.05(g) or Indebtedness incurred pursuant
to Section 8.05(i).

                  (c) Within five (5) Business Days after the end of each fiscal
quarter, the Company shall prepay the Term Loans and reduce the Aggregate
Revolving Loan Commitment in an amount equal to 100% of the sum of (a) the Net
Proceeds realized upon all Asset Dispositions (excluding those described in
Section 8.02 (a)-(c) and (e)-(m) and those which,


                                       42
<PAGE>

together with all related Asset Dispositions, result in Net Proceeds of less
than $1,000,000) made by the Company or any Subsidiary in such fiscal quarter,
(b) the insurance proceeds received by the Company or any Subsidiary in such
fiscal quarter following a casualty involving such Person's Property and (c) the
payments received by the Company or any Subsidiary in such fiscal quarter from a
condemnation of such Person's Property, aggregating in excess of $250,000, to
the extent not applied (or committed to be applied) within 90 days after the
consummation or receipt thereof, as applicable, to the purchase of other assets
that are not classified as current assets under GAAP and are used or useful in
the business of the Company and its Subsidiaries. Notwithstanding the foregoing,
the prepayment due in respect of any sales pursuant to a Permitted
Securitization shall not exceed the program limit for such Permitted
Securitization.

                  (d) The amount of any prepayment pursuant to paragraph (b) or
(c) shall be applied (i) first to the Term Loans as described in the last
sentence of Section 2.10, and then (ii) to permanently reduce the Aggregate
Revolving Loan Commitment. The Company shall use its best efforts to notify the
Agent and each Lender of the amount of any required prepayment at least three
(3) Business Days before it is made.

                  (e) If at any time of calculation by the Agent (whether
pursuant to Section 2.08(a) or otherwise) (i) the Dollar Equivalent of the
Effective Amount of all Revolving Loans denominated in an Offshore Currency plus
the outstanding amount of all Fronted Offshore Currency Commitments exceeds
either the Aggregate Revolving Loan Commitment or the Offshore Currency Sublimit
as a result of fluctuations in currency exchange rates, the Borrowers shall
immediately prepay Loans in an aggregate amount such that after giving effect
thereto any such excess is eliminated; or (ii) the Dollar Equivalent of the
Effective Amount of the aggregate outstanding principal amount of Fronted
Offshore Currency Loans in the same Alternate Currency exceeds the aggregate
Fronted Offshore Currency Commitments with respect thereto as a result of
fluctuations in currency exchange rates, the applicable Borrowers shall on such
date prepay Fronted Offshore Currency Loans in such Alternate Currency in an
aggregate amount such that after giving effect thereto the Dollar Equivalent of
the Effective Amount of all Fronted Offshore Currency Loans in such Alternate
Currency is less than or equal to the aggregate Fronted Offshore Currency
Commitments with respect thereto.

         2.12 Repayment. (a) Term Loan. The Company shall repay the Term Loan on
each date set forth below as follows (each a "Principal Payment Date"):

                                           Term Loan
                    Date                   Payment
                    ----                  ----------
                    12/31/00              $2,000,000
                    3/31/01               $2,000,000
                    6/30/01               $2,000,000
                    9/30/01               $2,000,000
                    12/31/01              $2,500,000
                    3/31/02               $2,500,000
                    6/30/02               $2,500,000
                    9/30/02               $2,500,000
                    12/31/02              $3,000,000


                                       43
<PAGE>

                                           Term Loan
                    Date                   Payment
                    ----                  ----------
                    3/31/03               $3,000,000
                    6/30/03               $3,000,000
                    9/30/03               $3,000,000
                    12/31/03              $3,500,000
                    3/31/04               $3,500,000
                    6/30/04               $3,500,000
                    9/30/04               $3,500,000
                    12/31/04              $3,500,000
                    3/31/05               $3,500,000
                    6/30/05               $3,500,000
                    9/30/05               $3,500,000
                    12/31/05              $1,000,000
                    1/31/06               $1,000,000

                    Total                $60,000,000

                  (b) The Revolving Credit. The Borrowers shall repay to the
Lenders on the Revolving Termination Date the aggregate principal amount of
Revolving Loans outstanding on such date.

         2.13 Interest. (a) Each Revolving Loan and Term Loan shall bear
interest on the outstanding principal amount thereof from the applicable
Borrowing Date at a rate per annum equal to the Offshore Rate or the Base Rate,
as the case may be (and subject to the Borrowers' right to convert to other
Types of Loans under Section 2.04), plus the Applicable Offshore Rate Margin or
the Applicable Base Rate Margin, as applicable. Each Fronted Offshore Currency
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the applicable Fronted
Offshore Currency Rate.

                  (b) Interest on each Revolving Loan and Term Loan shall be
paid in arrears on each Interest Payment Date. Interest on Base Rate Loans shall
also be paid on the date of any payment (including prepayment) in full thereof.
Interest on Offshore Rate Loans shall also be paid on the date of any prepayment
of Loans under Section 2.10 or 2.11 for the portion of the Loans so prepaid and
upon payment (including prepayment) in full thereof. During the existence of any
Event of Default, interest on all Loans shall be paid on demand of the Agent at
the request or with the consent of the Required Lenders.

                  (c) Notwithstanding subsection 2.13(a), while any Event of
Default exists or after acceleration, the applicable Borrower shall pay interest
(after as well as before entry of judgment thereon to the extent permitted by
law) on the principal amount of all outstanding Obligations, at a rate per annum
which is determined by adding 2% per annum to the applicable interest rate
otherwise then in effect for such Loans; provided, however, that on and after
the expiration of any Interest Period applicable to any Offshore Rate Loan
outstanding on the date of occurrence of such Event of Default or acceleration,
the principal amount of such Loan shall,


                                       44
<PAGE>
during the continuation of such Event of Default or after acceleration, bear
interest at a rate per annum equal to the Base Rate plus the Applicable Base
Rate Margin plus 2%.

                  (d) Anything herein to the contrary notwithstanding, the
obligations of any Borrower to any Lender hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Lender would be contrary
to the provisions of any law applicable to such Lender limiting the highest rate
of interest that may be lawfully contracted for, charged or received by such
Lender, and in such event such Borrower shall pay such Lender interest at the
highest rate permitted by applicable law.

         2.14 Fees. In addition to certain fees described in Section 3.08:

                  (a) Arrangement, Agency Fees. The Company shall pay such fees
to the Agent and the Arranger as are required by the letter agreement ("Fee
Letter") between the Company and the Arranger and Agent dated July 19, 2000.

                  (b) Commitment Fees. The Company shall pay to the Agent for
the account of each Revolving Lender a commitment fee on the average daily
unused portion of such Revolving Lender's Revolving Loan Commitment, computed on
a quarterly basis in arrears on the last Business Day of each calendar quarter
based upon the daily utilization for that quarter as calculated by the Agent,
equal to the Applicable Commitment Fee Percentage. For purposes of calculating
utilization under this subsection, the Revolving Loan Commitments shall be
deemed used to the extent of the Effective Amount of Revolving Loans then
outstanding (excluding any outstanding Swing Line Loans), plus the Effective
Amount of the Dollar Equivalent of the Fronted Offshore Currency Loans then
outstanding plus the Effective Amount of L/C Obligations then outstanding. Such
commitment fee shall accrue from the date hereof to the Revolving Termination
Date and shall be due and payable quarterly in arrears on the last Business Day
of each calendar quarter commencing on September 30, 2000 through the Revolving
Termination Date, with the final payment to be made on the Revolving Termination
Date; provided that, in connection with any reduction or termination of
Revolving Loan Commitments under Section 2.09, the accrued commitment fee
calculated for the period ending on such date shall also be paid on the date of
such reduction or termination, with the following quarterly payment being
calculated on the basis of the period from such reduction or termination date to
such quarterly payment date. The commitment fees provided in this subsection
shall accrue at all times after the above-mentioned commencement date, including
at any time during which one or more conditions in Article V are not met.

         2.15 Computation of Fees and Interest. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by BofA's "reference rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
interest being paid than if computed on the basis of a 365-day year). Interest
and fees shall accrue during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.


                                       45
<PAGE>

                  (b) Each determination of an interest rate by the Agent shall
be conclusive and binding on the applicable Borrower and the Lenders in the
absence of manifest error.

         2.16 Payments by the Borrowers. (a) All payments to be made by the
Borrowers shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrowers shall be made
to the Agent for the account of the Lenders at the Agent's Payment Office, and
shall be made in dollars and in immediately available funds, no later than 11:00
a.m. (local time) on the date specified herein. The Agent will promptly
distribute to each Lender its applicable share of such payment in like funds as
received which, except as otherwise expressly provided herein, shall be based
upon such Lender's Pro Rata Share of the Loans in respect of which such
prepayment has been made. Any payment received by the Agent later than 1:00 p.m.
(local time) shall be deemed to have been received on the following Business Day
and any applicable interest or fee shall continue to accrue.

                  (b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

                  (c) Unless the Agent receives notice from a Borrower prior to
the date on which any payment is due to the Lenders that such Borrower will not
make such payment in full as and when required, the Agent may assume that such
Borrower has made such payment in full to the Agent on such date in immediately
available funds and the Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Lender on such due date an amount equal
to the amount then due such Lender. If and to the extent a Borrower has not made
such payment in full to the Agent, each Lender shall repay to the Agent on
demand such amount distributed to such Lender, together with interest thereon at
the Federal Funds Rate for each day from the date such amount is distributed to
such Lender until the date repaid.

         2.17 Payments by the Lenders to the Agent. (a) Except as otherwise
expressly provided in Section 2.08 with respect to Fronted Offshore Currency
Loans, unless the Agent receives notice from a Lender on or prior to the
Restatement Date or, with respect to any Borrowing after the Restatement Date,
at least one Business Day prior to the date of such Borrowing, that such Lender
will not make available as and when required hereunder to the Agent for the
account of a Borrower the amount of that Lender's Pro Rata Share of the
Borrowing, the Agent may assume that each Lender has made such amount available
to the Agent in immediately available funds on the Borrowing Date and the Agent
may (but shall not be so required), in reliance upon such assumption, make
available to such Borrower on such date a corresponding amount. If and to the
extent any Lender shall not have made its full amount available to the Agent in
immediately available funds and the Agent in such circumstances has made
available to such Borrower such amount, that Lender shall on the Business Day
following such Borrowing Date make such amount available to the Agent, together
with interest at the Federal Funds Rate for each day during such period. A
notice of the Agent submitted to any Lender with respect to amounts owing under
this subsection (a) shall be conclusive, absent manifest error. If such amount
is so made available, such payment to the Agent shall constitute such Lender's
Loan on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to the Agent on the Business Day following the Borrowing
Date, the Agent


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<PAGE>
will notify applicable Borrower of such failure to fund and, upon demand by the
Agent, such Borrower shall pay such amount to the Agent for the Agent's account,
together with interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the time
to the Loans comprising such Borrowing.

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

         2.18 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Lender shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Lenders such participations in the
Loans made by them as shall be necessary to cause such purchasing Lender to
share the excess payment pro rata with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Each Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 11.10) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount
of such participation. The Agent will keep records (which shall be conclusive
and binding in the absence of manifest error) of participations purchased under
this Section and will in each case notify the Lenders following any such
purchases or repayments.

         2.19 Security and Subsidiary Guaranty. (a) All Obligations of the
Borrowers and the Guarantors under this Agreement, the Notes and all other Loan
Documents shall be secured in accordance with the Collateral Documents.

                  (b) All Obligations of the Borrowers under this Agreement,
each of the Notes delivered by it and all other Loan Documents shall be
unconditionally guaranteed by the Guarantors pursuant to the Subsidiary
Guaranty, and all Obligations of the Subsidiary Borrowers under this Agreement,
each of the Notes delivered by them and all other Loan Documents shall be
unconditionally guaranteed by the Company pursuant to the terms of Section 12
hereof.

         2.20 Subsidiary Borrowers. On or after the Restatement Date, with the
consent of the Agent, the Company may designate any Subsidiary (other than any
Securitization Subsidiary and any captive insurance company Subsidiary) as a
Subsidiary Borrower by delivery to the Agent of a Subsidiary Borrower Supplement
executed by such Subsidiary and the Company, together with Notes in favor of
each Revolving Lender and, if applicable, a Fronted Offshore Currency Note in
favor of the Offshore Currency Fronting Lender, and upon such delivery such
Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and
party to this Agreement. As


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<PAGE>
soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Agent
will deliver a copy thereof to each Lender. So long as the principal of and
interest on all Loans made to any Subsidiary Borrowers under this Agreement
shall have been paid in full and all other obligations of such Subsidiary
Borrower shall have been fully performed, such Subsidiary Borrower may, upon not
less than five Business Days' prior written notice to the Agent (which shall
promptly notify the Lenders thereof), terminate its status as a "Subsidiary
Borrower".

                                  ARTICLE III

                              THE LETTERS OF CREDIT

         3.01 The Letter of Credit Subfacility. (a) On the terms and conditions
set forth herein (i) the Issuer agrees, (A) from time to time on any Business
Day, during the period from the Restatement Date to the day which is five days
prior to the Revolving Termination Date, to issue Letters of Credit for the
account of the Company in an aggregate Stated Amount in Dollars or any Alternate
Currency at any one time that, the Dollar Equivalent of which, together with the
aggregate Dollar Equivalent of the Stated Amount of all other outstanding
Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment,
and to amend or renew Letters of Credit previously issued by it, in accordance
with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters
of Credit; and (ii) the Revolving Lenders severally agree to participate in
Letters of Credit Issued for the account of the Company; provided, that the
Issuer shall not be obligated to Issue, and no Revolving Lender shall be
obligated to participate in, any Letter of Credit if as of the date of Issuance
of such Letter of Credit (the "Issuance Date") (1) the Dollar Equivalent of the
Effective Amount of all L/C Obligations, plus the Dollar Equivalent of the
Effective Amount of all Revolving Loans and Swing Line Loans plus the aggregate
amount of all Fronted Offshore Currency Commitments exceeds the Aggregate
Revolving Loan Commitment or (2) the participation of any Lender in the Dollar
Equivalent of the Effective Amount of all L/C Obligations plus the Effective
Amount of the Revolving Loans of such Lender and such Revolving Lender's Pro
Rata Revolving Share of any outstanding Swing Line Loans and Fronted Offshore
Currency Commitments exceeds such Lender's Commitment. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Company's
ability to obtain Letters of Credit shall be fully revolving, and, accordingly,
the Company may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit which have expired or which have been drawn upon and
reimbursed.

                  (b) The Issuer is under no obligation to, and shall not, Issue
any Letter of Credit if:

                           (i) any order, judgment or decree of any Governmental
         Authority or arbitrator shall by its terms purport to enjoin or
         restrain the Issuer from Issuing such Letter of Credit, or any
         Requirement of Law applicable to the Issuer or any request or directive
         (whether or not having the force of law) from any Governmental
         Authority with jurisdiction over the Issuer shall prohibit, or request
         that the Issuer refrain from, the Issuance of letters of credit
         generally or such Letter of Credit in particular or shall impose upon
         the Issuer with respect to such Letter of Credit any restriction,
         reserve or capital requirement (for which the Issuer is not otherwise
         compensated hereunder) not in effect on the Closing Date, or shall
         impose upon the Issuer any unreimbursed loss, cost or


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<PAGE>
         expense which was not applicable on the Closing Date and which the
         Issuer in good faith deems material to it;

                           (ii) the Issuer has received written notice from any
         Revolving Lender, the Agent or the Company, on or prior to the Business
         Day prior to the requested date of Issuance of such Letter of Credit,
         that one or more of the applicable conditions contained in Article V is
         not then satisfied;

                           (iii) the expiry date of any requested Letter of
         Credit is (A) more than 720 days after the date of Issuance, unless (1)
         the Required Revolving Lenders have approved such expiry date in
         writing or (2) such Letter of Credit is a Surety L/C, or (B) after the
         date which is five days prior to the Revolving Termination Date, unless
         all of the Revolving Lenders have approved such expiry date in writing;

                           (iv) the expiry date of any requested Letter of
         Credit is prior to the maturity date of any financial obligation to be
         supported by the requested Letter of Credit;

                           (v) any requested Letter of Credit does not provide
         for drafts, or is not otherwise in form and substance acceptable to the
         Issuer, or the Issuance of a Letter of Credit shall violate any
         applicable policies of the Issuer; or

                           (vi) such Letter of Credit is to be denominated in a
         currency other than Dollars or any Offshore Currency.

         3.02 Issuance, Amendment and Renewal of Letters of Credit. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Company received by the Issuer (with a copy sent by the Company to the Agent) at
least three days (or such shorter time as the Issuer may agree in a particular
instance in its sole discretion) prior to the proposed date of issuance;
provided, that five days' prior notice (or such shorter time as the Issuer may
agree in a particular instance in its sole discretion) shall be required in
respect of each Letter of Credit to be denominated in an Offshore Currency. Each
such request for issuance of a Letter of Credit shall be by facsimile, confirmed
immediately in an original writing (if required by the Issuer), in the form of
an L/C Application (or such other form as shall be acceptable to the Issuer), or
shall be by online letter of credit software acceptable to the Issuer, and shall
specify in form and detail satisfactory to the Issuer: (i) the proposed date of
issuance of the Letter of Credit (which shall be a Business Day); (ii) the face
amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit;
(iv) the name and address of the beneficiary thereof; (v) the documents to be
presented by the beneficiary of the Letter of Credit in case of any drawing
thereunder; (vi) the full text of any certificate to be presented by the
beneficiary in case of any drawing thereunder; (vii) the currency in which such
Letter of Credit is to be denominated, which shall be Dollars or an Offshore
Currency; and (viii) such other matters as the Issuer may require.

                  (b) At least two Business Days prior to the Issuance of any
Letter of Credit (or such shorter time as the Agent may agree in a particular
instance in its sole discretion), the Issuer will confirm with the Agent (by
telephone or in writing) that the Agent has received a copy of the L/C
Application or L/C Amendment Application from the Company and, if not, the
Issuer


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<PAGE>
will provide the Agent with a copy thereof. Unless the Issuer has received
notice on or before the Business Day immediately preceding the date the Issuer
is to issue a requested Letter of Credit from the Agent (A) directing the Issuer
not to issue such Letter of Credit because such issuance is not then permitted
under subsection 3.01(a) as a result of the limitations set forth in clauses (1)
through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more
conditions specified in Article V are not then satisfied; then, subject to the
terms and conditions hereof, the Issuer shall, on the requested date, issue a
Letter of Credit for the account of the Company in accordance with the Issuer's
usual and customary business practices.

                  (c) From time to time while a Letter of Credit is outstanding
and prior to the Revolving Termination Date, the Issuer will, upon the written
request of the Company received by the Issuer (with a copy sent by the Company
to the Agent) at least three days (or such shorter time as the Issuer may agree
in a particular instance in its sole discretion) prior to the proposed date of
amendment, amend any Letter of Credit issued by it. Each such request for
amendment of a Letter of Credit shall be made by facsimile, confirmed
immediately in an original writing (if required by the Issuer), made in the form
of an L/C Amendment Application or through on-line letter of credit software
acceptable to the Issuer and shall specify in form and detail satisfactory to
the Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of
amendment of the Letter of Credit (which shall be a Business Day); (iii) the
nature of the proposed amendment; and (iv) such other matters as the Issuer may
require. The Issuer shall be under no obligation to amend any Letter of Credit
if: (A) the Issuer would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms of this Agreement; or (B) the
beneficiary of any such letter of Credit does not accept the proposed amendment
to the Letter of Credit. The Agent will promptly notify the Revolving Lenders of
the receipt by it of any L/C Application or L/C Amendment Application.

                  (d) The Issuer and the Lenders agree that, while a Letter of
Credit is outstanding and prior to the Revolving Termination Date, at the option
of the Company and upon the written request of the Company received by the
Issuer (with a copy sent by the Company to the Agent) at least three days (or
such shorter time as the Issuer may agree in a particular instance in its sole
discretion) prior to the proposed date of notification of renewal, the Issuer
shall be entitled to authorize the automatic renewal of any Letter of Credit
issued by it. Each such request for renewal of a Letter of Credit shall be made
by facsimile, confirmed immediately in an original writing (if required by the
Issuer), in the form of an L/C Amendment Application or through on-line letter
of credit software acceptable to the Issuer, and shall specify in form and
detail satisfactory to the Issuer: (i) the Letter of Credit to be renewed; (ii)
the proposed date of notification of renewal of the Letter of Credit (which
shall be a Business Day); (iii) the revised expiry date of the Letter of Credit;
and (iv) such other matters as the Issuer may require. The Issuer shall be under
no obligation so to renew any Letter of Credit if: (A) the Issuer would have no
obligation at such time to issue or amend such Letter of Credit in its renewed
form under the terms of this Agreement; or (B) the beneficiary of any such
Letter of Credit does not accept the proposed renewal of the Letter of Credit.
If any outstanding Letter of Credit shall provide that it shall be automatically
renewed unless the beneficiary thereof receives notice from the Issuer that such
Letter of Credit shall not be renewed, and if at the time of renewal the Issuer
would be entitled to authorize the automatic renewal of such Letter of Credit in
accordance with this subsection 3.02(e) upon the request of the Company but the
Issuer shall not have received any


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<PAGE>
L/C Amendment Application from the Company with respect to such renewal or other
written direction by the Company with respect thereto, the Issuer shall
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Lenders hereby authorize such renewal, and, accordingly, the
Issuer shall be deemed to have received an L/C Amendment Application from the
Company requesting such renewal.

                  (e) The Issuer may, at its election (or as required by the
Agent at the direction of the Required Revolving Lenders), deliver any notices
of termination or other communications to any Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the date which is five days prior to the
Revolving Termination Date.

                  (f) This Agreement shall control in the event of any conflict
with any L/C-Related Document (other than any Letter of Credit).

                  (g) The Issuer will also deliver to the Agent, concurrently or
promptly following its delivery of a Letter of Credit, or amendment to or
renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and
complete copy of each such Letter of Credit or amendment to or renewal of a
Letter of Credit.

         3.03 Risk Participations, Drawings and Reimbursements. (a) Immediately
upon the Issuance of each Letter of Credit, each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuer a participation in such Letter of Credit and each drawing thereunder
in an amount equal to the product of (i) the Pro Rata Revolving Share of such
Revolving Lender, times (ii) the Dollar Equivalent of the maximum amount
available to be drawn under such Letter of Credit and the amount of such
drawing, respectively. For purposes of subsection 2.01(d), each Issuance of a
Letter of Credit shall be deemed to utilize the Revolving Loan Commitment of
each Revolving Lender by an amount equal to the amount of such participation.

                  (b) In the event of any request for a drawing under a Letter
of Credit by the beneficiary or transferee thereof, the Issuer will promptly
notify the Company. The Company shall reimburse the Issuer prior to 11:00 a.m.
(local time), on each date that any amount is paid by the Issuer under any
Letter of Credit (each such date, an "Honor Date"), in an amount in Dollars
equal to the Dollar Equivalent of the amount so paid by the Issuer. In the event
the Company fails to reimburse the Issuer in Dollars for the Dollar Equivalent
of the full amount of any drawing under any Letter of Credit by 11:00 a.m.
(local time) on the Honor Date, the Issuer will promptly notify the Agent and
the Agent will promptly notify each Lender thereof, and the Company shall be
deemed to have requested that Base Rate Loans in an amount equal to such
unreimbursed amount be made by the Revolving Lenders to be disbursed on the
Honor Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Aggregate Revolving Loan Commitment and subject to the conditions
set forth in Section 5.02. Any notice given by the Issuer or the Agent pursuant
to this subsection 3.03(b) may be oral if immediately confirmed in writing
(including by facsimile); provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.


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<PAGE>

                  (c) Each Revolving Lender shall upon any notice pursuant to
subsection 3.03(b) make available to the Agent for the account of the relevant
Issuer an amount in Dollars and in immediately available funds equal to its Pro
Rata Revolving Share of the Dollar Equivalent of the amount of the drawing,
whereupon the participating Revolving Lenders shall (subject to subsection
3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate
Loan to the Company in that amount. If any Revolving Lender so notified fails to
make available to the Agent for the account of the Issuer the amount of such
Revolving Lender's Pro Rata Share of the Dollar Equivalent of the amount of the
drawing by no later than 12:00 noon (local time) on the Honor Date, then
interest shall accrue on such Revolving Lender's obligation to make such
payment, from the Honor Date to the date such Revolving Lender makes such
payment, at a rate per annum equal to the Federal Funds Rate in effect from time
to time during such period. The Agent will promptly give notice of the
occurrence of the Honor Date, but failure of the Agent to give any such notice
on the Honor Date or in sufficient time to enable any Revolving Lender to effect
such payment on such date shall not relieve such Revolving Lender from its
obligations under this Section 3.03.

                  (d) With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans to the Company in
whole or in part, because of the Company's failure to satisfy the conditions set
forth in Section 5.02 or for any other reason, the Company shall be deemed to
have incurred from the Issuer an L/C Borrowing in the Dollar Equivalent of the
amount of such drawing, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at a rate per annum equal to
the Base Rate, plus the Applicable Base Rate Margin, plus 2.0% per annum, and
each Revolving Lender's payment to the Issuer pursuant to subsection 3.03(c)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Revolving Lender in satisfaction
of its participation obligation under this Section 3.03.

                  (e) Each Revolving Lender's obligation in accordance with this
Agreement to make the Revolving Loans or L/C Advances, as contemplated by this
Section 3.03, as a result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to the Issuer and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Revolving Lender may have against
the Issuer, the Company or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default, an Event of Default or a Material
Adverse Effect; or (iii) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing; provided, however, that each
Revolving Lender's obligation to make Revolving Loans under this Section 3.03 is
subject to the conditions set forth in Section 5.02.

         3.04 Repayment of Participations. (a) Upon (and only upon) receipt by
the Agent for the account of the Issuer of immediately available funds in
Dollars from the Company (i) in reimbursement of any payment made by the Issuer
under the Letter of Credit with respect to which any Revolving Lender has paid
the Agent for the account of the Issuer for such Revolving Lender's
participation in the Letter of Credit pursuant to Section 3.03 or (ii) in
payment of interest thereon, the Agent will promptly pay to each Revolving
Lender, in the same funds as those received by the Agent for the account of the
Issuer, the amount of such Revolving Lender's Pro Rata Revolving Share of such
funds, and the Issuer shall receive the amount of the Pro Rata


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<PAGE>
Revolving Share of such funds of any Revolving Lender that did not so pay the
Agent for the account of the Issuer.

                  (b) If the Agent or the Issuer is required at any time to
return to the Company, or to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency Proceeding, any portion of the payments made by the
Company to the Agent for the account of the Issuer pursuant to subsection
3.04(a) in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Revolving Lender shall, on demand of the Agent,
forthwith return to the Agent or the Issuer the amount of its Pro Rata Revolving
Share of any amounts so returned by the Agent or the Issuer plus interest
thereon from the date such demand is made to the date such amounts are returned
by such Revolving Lender to the Agent or the Issuer, at a rate per annum equal
to the Federal Funds Rate in effect from time to time.

         3.05 Role of the Issuer. (a) Each Lender and the Company agree that, in
paying any drawing under a Letter of Credit, the Issuer shall not have any
responsibility to obtain any document (other than any sight draft and
certificates expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.

                  (b) No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuer shall be liable to any
Lender for: (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders (including the Required Lenders or
Required Revolving Lenders, as applicable); (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any L/C-Related
Document.

                  (c) The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the Issuer, shall be liable or responsible for any of the matters
described in clauses (i) through (vii) of Section 3.06; provided, however,
anything in such clauses to the contrary notwithstanding, that the Company may
have a claim against the Issuer, and the Issuer may be liable to the Company, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Company which the Company proves were
caused by the Issuer's willful misconduct or gross negligence or the Issuer's
willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing: (i) the Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary; and (ii) the Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.


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<PAGE>

         3.06 Obligations Absolute. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuer for a drawing
under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a
Letter of Credit converted into Revolving Loans, shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

                           (i) any lack of validity or enforceability of this
         Agreement or any L/C-Related Document;

                           (ii) any change in the time, manner or place of
         payment of, or in any other term of, all or any of the obligations of
         the Company in respect of any Letter of Credit or any other amendment
         or waiver of or any consent to departure from all or any of the
         L/C-Related Documents;

                           (iii) the existence of any claim, set-off, defense or
         other right that the Company may have at any time against any
         beneficiary or any transferee of any Letter of Credit (or any Person
         for whom any such beneficiary or any such transferee may be acting),
         the Issuer or any other Person, whether in connection with this
         Agreement, the transactions contemplated hereby or by the L/C-Related
         Documents or any unrelated transaction;

                           (iv) any draft, demand, certificate or other document
         presented under any Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under any Letter of Credit;

                           (v) any payment by the Issuer under any Letter of
         Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of any Letter of Credit; or any payment
         made by the Issuer under any Letter of Credit to any Person purporting
         to be a trustee in bankruptcy, debtor-in-possession, assignee for the
         benefit of creditors, liquidator, receiver or other representative of
         or successor to any beneficiary or any transferee of any Letter of
         Credit, including any arising in connection with any Insolvency
         Proceeding;

                           (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any other guarantee, for all or any of the obligations
         of the Company in respect of any Letter of Credit; or

                           (vii) any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Company or a guarantor.

         3.07 Cash Collateral Pledge. Upon (i) the request of the Agent, (A) if
the Issuer has honored any full or partial drawing request on any Letter of
Credit and such drawing has resulted in an L/C Borrowing hereunder, or (B) if,
as of the Revolving Termination Date, any Letters of


                                       54
<PAGE>
Credit may for any reason remain outstanding and partially or wholly undrawn,
(ii) the occurrence of the circumstances described in subsection 2.09(a)
requiring the Company to Cash Collateralize Letters of Credit, or (iii) the
termination of the Aggregate Commitment, then, the Company shall immediately
Cash Collateralize the L/C Obligations in an amount in Dollars equal to the
Dollar Equivalent of the L/C Obligations.

         3.08 Letter of Credit Fees. (a) The Company shall pay to the Agent for
the account of each of the Revolving Lenders a letter of credit fee with respect
to the Letters of Credit equal to the Applicable Offshore Rate Margin times the
Dollar Equivalent of the average daily maximum amount available to be drawn of
the outstanding Letters of Credit, computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter based upon Letters of Credit
outstanding for that quarter as calculated by the Agent. Such letter of credit
fees shall be due and payable quarterly in arrears on the last Business Day of
each calendar quarter during which Letters of Credit are outstanding, commencing
on the first such quarterly date to occur after the Restatement Date, through
the Revolving Termination Date (or such later date upon which the outstanding
Letters of Credit shall expire), with the final payment to be made on the
Revolving Termination Date (or such later expiration date).

                  (b) The Company shall pay to the Issuer a letter of credit
fronting fee with respect to the Letters of Credit equal to the percentage
specified in the Fee Letter times the Dollar Equivalent of the average daily
maximum amount available to be drawn of the outstanding Letters of Credit,
computed on a quarterly basis in arrears based upon Letters of Credit
outstanding for that quarter as calculated by the Agent. Such letter of credit
fronting fee shall be due and payable on the last day of each calendar quarter.

                  (c) The Company shall pay to the Issuer from time to time on
demand the normal issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of such Issuer relating to letters of
credit as from time to time in effect.

         3.09 Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the Issuer and the applicable Borrower when a Letter of Credit is issued
(including any such agreement applicable to a Letter of Credit outstanding on
the date hereof), (a) the rules of the "International Standby Practices 1998"
published by the Institute of International Banking Law & Practice (or such
later version thereof as may be in effect at the time of issuance) ("ISP98")
shall apply to each standby Letter of Credit, and (b) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce (the "ICC") at the time of issuance (including
the ICC decision published by the Commission on Banking Technique and Practice
on April 6, 1998 regarding the European single currency (euro)) (the "UCP")
shall apply to each commercial Letter of Credit. It is understood, however, that
the applicable Borrower may request that any particular Letter of Credit be
governed by either ISP98 or the UCP, as selected by such Borrower.

         3.10 Utilization of Offshore Currencies. In the case of a proposed
Issuance of a Letter of Credit denominated in an Offshore Currency, the
applicable Issuer shall be under no obligation to issue such Letter of Credit if
the applicable Issuer cannot issue Letters of Credit denominated in the
requested Offshore Currency, in which event the Issuer will give notice to the
Company no later than 10:30 a.m. (local time) on the third Business Day prior to
the date of such


                                       55
<PAGE>
issuance that the Issuance in the requested Offshore Currency is not then
available. If the applicable Issuer shall have so notified the Company that any
such Issuance in a requested Offshore Currency is not then available, then such
requested Letter of Credit shall not be issued unless the Company, by notice to
the applicable Issuer not later than 5:00 p.m. (local time) three Business Days
prior to the requested date of such Issuance, requests that the Letter of Credit
be denominated in Dollars and issued in an equivalent aggregate amount, in which
case the Letter of Credit shall be so denominated and issued.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         4.01 Taxes. (a) Any and all payments by each Borrower to each Lender or
the Agent under this Agreement and any other Loan Document shall be made free
and clear of, and without deduction or withholding for, any Taxes. In addition,
each Borrower shall pay all Other Taxes.

                  (b) If any Borrower shall be required by law to deduct or
withhold any Taxes, Other Taxes or Further Taxes from or in respect of any sum
payable hereunder to any Lender or the Agent, then:

                           (i) the sum payable shall be increased as necessary
         so that, after making all required deductions and withholdings
         (including deductions and withholdings applicable to additional sums
         payable under this Section), such Lender or the Agent, as the case may
         be, receives and retains an amount equal to the sum it would have
         received and retained had no such deductions or withholdings been made;

                           (ii) such Borrower shall make such deductions and
         withholdings;

                           (iii) such Borrower shall pay the full amount
         deducted or withheld to the relevant taxing authority or other
         authority in accordance with applicable law; and

                           (iv) such Borrower shall also pay to each Lender or
         the Agent for the account of such Lender, at the time interest is paid,
         Further Taxes in the amount that the respective Lender specifies as
         necessary to preserve the after-tax yield the Lender would have
         received if such Taxes, Other Taxes or Further Taxes had not been
         imposed.

                  (c) Each Borrower agrees to indemnify and hold harmless each
Lender and the Agent for the full amount of (i) Taxes, (ii) Other Taxes, and
(iii) Further Taxes in the amount that the respective Lender specifies as
necessary to preserve the after-tax yield the Lender would have received if such
Taxes, Other Taxes or Further Taxes had not been imposed, and any liability
(including penalties (except to the extent arising from the gross negligence or
willful misconduct of the Agent or such Lender), interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes,
Other Taxes or Further Taxes were correctly or legally asserted. Payment under
this indemnification shall be made within 30 days after the date the Lender or
the Agent makes written demand therefor.


                                       56
<PAGE>

                  (d) Within 30 days after the date of any payment by any
Borrower of Taxes, Other Taxes or Further Taxes, such Borrower shall furnish to
each Lender or the Agent the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of payment satisfactory to such
Lender or the Agent.

                  (e) If such Borrower is required to pay any amount to any
Lender or the Agent pursuant to subsection (b) or (c) of this Section, then such
Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by such Borrower which may thereafter
accrue, if such change in the sole judgment of such Lender is not otherwise
disadvantageous to such Lender.

         4.02 Illegality. (a) If any Lender determines that the introduction of
any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Lender to the Company
through the Agent, any obligation of that Lender to make Offshore Rate Loans
shall be suspended until the Lender notifies the Agent and the Company that the
circumstances giving rise to such determination no longer exist.

                  (b) If a Lender determines that it is unlawful to maintain any
Offshore Rate Loan, the applicable Borrower shall, upon the receipt by the
Company of notice of such fact and demand from such Lender (with a copy to the
Agent), prepay in full such Offshore Rate Loans of that Lender then outstanding,
together with interest accrued thereon and amounts required under Section 4.04,
either on the last day of the Interest Period thereof, if the Lender may
lawfully continue to maintain such Offshore Rate Loans to such day, or
immediately, if the Lender may not lawfully continue to maintain such Offshore
Rate Loan. If a Borrower is required to so prepay any Offshore Rate Loan, then
concurrently with such prepayment, the Company (regardless of whether the
Company is the initial Borrower) shall borrow from the affected Lender, in the
amount of such repayment, a Base Rate Loan.

                  (c) If the obligation of any Lender to make or maintain
Offshore Rate Loans has been so terminated or suspended, the Company may elect,
by giving notice to the Lender through the Agent that all Loans which would
otherwise be made by the Lender as Offshore Rate Loans shall be instead Base
Rate Loans.

                  (d) Before giving any notice to the Agent under this Section,
the affected Lender shall designate a different Lending Office with respect to
its Offshore Rate Loans if such designation will avoid the need for giving such
notice or making such demand and will not, in the judgment of the Lender, be
illegal or otherwise disadvantageous to the Lender.

         4.03 Increased Costs and Reduction of Return. (a) If any Lender
determines that, due to either (i) the introduction of or any change (other than
any change by way of imposition of or increase in reserve requirements included
in the calculation of the Offshore Rate) in or in the interpretation of any law
or regulation made after the Restatement Date or (ii) the compliance by that
Lender with any guideline or request from any central bank or other Governmental


                                       57
<PAGE>
Authority (whether or not having the force of law), there shall be any increase
in the cost to such Lender of agreeing to make or making, funding or maintaining
any Offshore Rate Loans or participating in Letters of Credit or Fronted
Offshore Currency Loans, or, in the case of the Issuer, any increase in the cost
to the Issuer of agreeing to issue, issuing or maintaining any Letter of Credit
or of agreeing to make or making, funding or maintaining any unpaid drawing
under any Letter of Credit, then such Borrower shall be liable for, and shall
from time to time, upon demand (with a copy of such demand to be sent to the
Agent), pay to the Agent for the account of such Lender, additional amounts as
are sufficient to compensate such Lender for such increased costs.

                  (b) If any Lender shall have determined that (i) the
introduction of any Capital Adequacy Regulation made after the Restatement Date,
(ii) any change in any Capital Adequacy Regulation made after the Restatement
Date, (iii) any change in the interpretation or administration of any Capital
Adequacy Regulation by any central bank or other Governmental Authority charged
with the interpretation or administration thereof made after the Restatement
Date, or (iv) compliance by the Lender (or its Lending Office) or any
corporation controlling the Lender with any Capital Adequacy Regulation, affects
or would affect the amount of capital required or expected to be maintained by
the Lender or any corporation controlling the Lender and (taking into
consideration such Lender's or such corporation's policies with respect to
capital adequacy and such Lender's desired return on capital) determines that
the amount of such capital is increased as a consequence of its Commitment,
loans, credits or obligations under this Agreement, then, upon demand of such
Lender to the Company through the Agent, the applicable Borrower shall pay to
the Lender, from time to time as specified by the Lender, additional amounts
sufficient to compensate the Lender for such increase.

         4.04 Funding Losses. Each Borrower shall reimburse each Lender and hold
each Lender harmless from any loss or expense which the Lender may sustain or
incur as a consequence of:

                  (a) the failure of such Borrower to make on a timely basis any
payment of principal of any Offshore Rate Loan;

                  (b) the failure of such Borrower to borrow, continue or
convert a Loan after such Borrower has given (or is deemed to have given) a
Notice of Borrowing or a Notice of Conversion/ Continuation;

                  (c) the failure of such Borrower to make any prepayment in
accordance with any notice delivered under Section 2.10;

                  (d) the prepayment (including pursuant to Section 2.11) or
other payment (including after acceleration thereof or pursuant to Section
2.09(c)) of an Offshore Rate Loan on a day that is not the last day of the
relevant Interest Period; or

                  (e) the automatic conversion under Section 2.04 of any
Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the
relevant Interest Period;


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<PAGE>

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Borrowers to the Lenders under this Section
and under subsection 4.03(a), each Offshore Rate Loan made by a Lender (and each
related reserve, special deposit or similar requirement) shall be conclusively
deemed to have been funded at the IBOR used in determining the Offshore Rate for
such Offshore Rate Loan by a matching deposit or other borrowing in the
interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Offshore Rate Loan is in fact so funded.

         4.05 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the Offshore
Rate for an Applicable Currency for any requested Interest Period with respect
to a proposed Offshore Rate Loan, or that the Offshore Rate applicable pursuant
to subsection 2.13(a) for an Applicable Currency for any requested Interest
Period with respect to a proposed Offshore Rate Loan does not adequately and
fairly reflect the cost to the Lenders of funding such Loan, the Agent will
promptly so notify the Company and each Lender. Thereafter, the obligation of
the Lenders to make or maintain Offshore Rate Loans hereunder in such Applicable
Currency shall be suspended until the Agent revokes such notice in writing. Upon
receipt of such notice, the Company may revoke any Notice of Borrowing or Notice
of Conversion/Continuation then submitted by it or any other Borrower. If the
Company does not revoke such Notice, then the Lenders shall make, convert or
continue the Loans, as proposed by the Company, in the amount specified in the
applicable notice submitted by the Company, but such Loans shall be made,
converted or continued as Base Rate Loans instead of Offshore Rate Loans, as the
case may be, and such Loans shall be assumed by the Company notwithstanding the
fact that the Loans may initially have been made to a Subsidiary Borrower.

         4.06 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy to
the Agent) contemporaneously with the demand in payment a certificate setting
forth in reasonable detail the amount payable to the Lender hereunder and such
certificate shall be conclusive and binding on the applicable Borrower in the
absence of manifest error.

         4.07 Substitution of Banks. Upon the receipt by the Company from any
Lender (an "Affected Lender") of a claim for compensation under Section 4.04, of
notice that it cannot make Offshore Rate Loans under Section 4.02, or of a claim
for Taxes or Further Taxes under Section 4.01, then the Agent, at the Company's
direction, shall: (i) request the Affected Lender to use good faith efforts to
obtain a replacement bank or financial institution satisfactory to the Company
to acquire and assume all or a ratable part of all of such Affected Lender's
Loans and Commitments at the face amount thereof (a "Replacement Lender"); (ii)
request one more of the other Lenders to acquire and assume all or part of such
Affected Lender's Loans and Commitments; or (iii) designate a Replacement
Lender. Any such designation of a Replacement Lender under clause (i) or (iii)
shall be subject to the prior written consent of the Agent (which consent shall
not be unreasonably withheld).

         4.08 Survival. The agreements and obligations of the Borrowers in this
Article IV shall survive the payment of all other Obligations, and no Borrower
will have an obligation to


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<PAGE>
pay any amount hereunder unless a demand is made within 180 days after the date
upon which the Agent's or applicable Lender's right to reimbursement arises.

                                   ARTICLE V

                              CONDITIONS PRECEDENT

         5.01 Conditions to Effectiveness of Restatement. The effectiveness of
this Agreement is subject to the condition that the Agent shall have received
all of the following, in form and substance satisfactory to the Agent and each
Lender, and in sufficient copies for each Lender:

                  (a) Credit Agreement and Notes. This Agreement and the Notes
and the Swing Line Note executed by each party thereto;

                  (b) Resolutions; Incumbency.

                           (i) Copies of the resolutions of the board of
         directors of the Company and each Subsidiary party to a Loan Document
         authorizing the transactions contemplated hereby, certified as of the
         Restatement Date by the Secretary or an Assistant Secretary of such
         Person; and

                           (ii) A certificate of the Secretary or Assistant
         Secretary of the Company and each Subsidiary party to a Loan Document
         certifying the names and true signatures of the officers of the Company
         or such Subsidiary authorized to execute, deliver and perform, as
         applicable, this Agreement, and all other Loan Documents to be
         delivered by it hereunder;

                  (c) Organization Documents; Good Standing. Each of the
following documents:

                           (i) the articles or certificate of incorporation and
         the bylaws of the Company and each Subsidiary party to any Loan
         Document as in effect on the Restatement Date, certified by the
         Secretary or Assistant Secretary of the Company or such Subsidiary as
         of the Restatement Date (or a certification as of the Restatement Date
         from such person that there has been no change therein since the
         Closing Date); and

                           (ii) a good standing certificate or certificate of
         status for the Company and each Subsidiary party to any Loan Document
         from the Secretary of State (or similar, applicable Governmental
         Authority) of its state of incorporation and such other states as shall
         be reasonably requested by Agent;

                  (d) Legal Opinions.

                           (i) an opinion of Foley & Lardner, counsel to the
         Company and addressed to the Agent and the Lenders; and

                           (ii) an opinion of such local counsel to the Company
         as shall be requested by the Agent and addressed to the Agent and the
         Lenders.


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<PAGE>

                  (e) Payment of Fees. Evidence of payment by the Company of all
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Restatement Date, together with Attorney Costs of BofA to the extent
invoiced prior to or on the Restatement Date, plus such additional amounts of
Attorney Costs as shall constitute BofA's reasonable estimate of Attorney Costs
incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude final settling of accounts between
the Company and BofA); including any such costs, fees and expenses arising under
or referenced in Sections 2.14 and 11.04;

                  (f) Certificate. A certificate signed by a Responsible
Officer, dated as of the Restatement Date, stating that:

                           (i) the representations and warranties contained in
         Article VI are true and correct on and as of such date, as though made
         on and as of such date;

                           (ii) no Default or Event of Default exists or would
         result from the Credit Extension; and

                           (iii) there has occurred since September 30, 1999, no
         event or circumstance that has resulted or could reasonably be expected
         to result in a Material Adverse Effect;

                  (g) Collateral Documents. The Collateral Documents (or
amendments thereto), executed by the Company and the Subsidiaries, in
appropriate form for recording, where necessary, together with:

                           (i) copies of all UCC-l financing statements to be
         filed, registered or recorded to perfect (or maintain perfection of)
         the security interests of the Agent for the benefit of the Lenders, and
         other filings, registrations and recordings necessary and advisable to
         perfect or maintain the Liens of the Agent for the benefit of the
         Lenders in accordance with applicable law;

                           (ii) written advice relating to such Lien and
         judgment searches as the Agent shall have requested, and such
         termination statements or other documents as may be necessary to
         confirm that the Collateral is subject to no other Liens in favor of
         any Persons (other than Permitted Liens);

                           (iii) all certificates and instruments representing
         the Pledged Collateral and stock and note transfer powers executed in
         blank with signatures guaranteed as the Agent may specify;

                           (iv) to the extent requested by the Agent, funds
         sufficient to pay any filing or recording tax or fee in connection with
         any and all UCC-1 financing statements and the Mortgages;

                           (v) with respect to the Mortgaged Property, (A) an
         ALTA Form B (or other form acceptable to the Agent and the Lenders)
         mortgagee policy of title insurance


                                       61
<PAGE>
         or a binder issued by a title insurance company satisfactory to the
         Agent insuring (or undertaking to insure, in the case of a binder) that
         the Mortgages create and constitute a valid first Lien against the
         Mortgaged Property in favor of the Agent, subject only to exceptions
         acceptable to the Agent, with such endorsements and affirmative
         insurance as the Agent may reasonably request or (B) evidence
         satisfactory to the Agent that such policies issued pursuant to the
         Prior Credit Agreement with respect to such properties as the Agent may
         require remain in full force and effect as to the Obligations under
         this Agreement;

                           (vi) evidence that the Agent has been named as loss
         payee under all policies of casualty insurance, and as additional
         insured under all policies of liability insurance, required by the
         Mortgage;

                           (vii) flood insurance and earthquake insurance, to
         the extent applicable, on terms satisfactory to the Agent;

                           (viii) proof of payment (or arrangements therefor
         satisfactory to the Agent) of all title insurance premiums, documentary
         stamp or intangible taxes, recording fees and mortgage taxes payable in
         connection with the recording of any Mortgage or the issuance of the
         title insurance policies (whether due on the Restatement Date or in the
         future) including sums due in connection with any future advances;

                           (ix) such consents, estoppels, subordination
         agreements, waivers and other documents and instruments executed by
         landlords, tenants, bailees, warehousemen and other Persons party to
         material contracts relating to any Collateral as to which the Agent
         shall be granted a Lien for the benefit of the Lenders, as requested by
         the Agent; and

                           (x) evidence that all other actions necessary or, in
         the opinion of the Agent, desirable to perfect and protect the first
         priority Lien created by the Collateral Documents, and to enhance the
         Agent's ability to preserve and protect its interests in and access to
         the Collateral, have been taken (or arrangements therefor satisfactory
         to the Agent have been made);

                  (h) Insurance Policies. Standard lenders' payable endorsements
with respect to the insurance policies or other instruments or documents
evidencing insurance coverage on the properties of the Company in accordance
with Section 6.18;

                  (i) Departing Lender Consent. The Agent shall have received
(to the extent required by the Agent) from each Departing Lender a consent in
form reasonably satisfactory to the Agent as to this Agreement and the matters
set forth in Section 11.22;

                  (j) MFSI and Other Subsidiaries. Joinder and other
documentation in form reasonably satisfactory to the Agent pursuant to which
MFSI and its Subsidiaries (other than Oshkosh/McNeilus Financial Services
Partnership) and other domestic Subsidiaries of the Company designated by the
Agent become parties to the Subsidiary Guaranty and, as


                                       62
<PAGE>
appropriate, the other Collateral Documents and have their respective equity
interests pledged to the Agent pursuant thereto;

                  (k) Payment of Principal and Interest. Evidence of payment in
full by the Company of the outstanding principal amount of all "Loans" under the
Prior Credit Agreement and all accrued and unpaid interest and fees thereunder;
and

                  (l) Other Documents. Such other approvals, opinions, documents
or materials as the Agent or any Lender may request.

         5.02 Conditions to All Credit Extensions. The obligation of each Lender
to make any Loan to be made by it (including its initial Loan) and the
obligation of the Issuer to Issue any Letter of Credit (including the initial
Letter of Credit) is subject to the satisfaction of the following conditions
precedent on the relevant Borrowing Date or Issuance Date:

                  (a) Notice, Application. The Agent shall have received a
Notice of Borrowing or in the case of any Issuance of any Letter of Credit, the
Issuer and the Agent shall have received an L/C Application or L/C Amendment
Application, as required under Section 3.02;

                  (b) Continuation of Representations and Warranties. The
representations and warranties in Article V shall be true and correct in all
material respects on and as of such Borrowing Date or Issuance Date with the
same effect as if made on and as of such Borrowing Date or Issuance Date (except
to the extent such representations and warranties expressly refer to an earlier
date, in which case they shall be true and correct as of such earlier date); and

                  (c) No Existing Default. No Default or Event of Default shall
exist or shall result from such Borrowing or Issuance.

Each Notice of Borrowing and L/C Application or L/C Amendment Application
submitted by the Company hereunder shall constitute a representation and
warranty by the Company hereunder, as of the date of each such notice and as of
each Borrowing Date or Issuance Date, as applicable, that the conditions in this
Section 5.02 are satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and each Lender that
both before and after giving effect to the consummation of the transactions
contemplated by the Loan Documents:

         6.01 Corporate Existence and Power. The Company, each Subsidiary
Borrower and each of its Material Subsidiaries:

                  (a) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;


                                       63
<PAGE>

                  (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, to carry on its
business in all material respects and to execute, deliver, and perform its
obligations under the Loan Documents to which it is a party;

                  (c) is duly qualified as a foreign corporation and is licensed
and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification or license; and

                  (d) is in compliance with all Requirements of Law; except, in
each case referred to in clause (c) or clause (d), to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         6.02 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Company and its Subsidiaries of this Agreement and each
other Loan Document to which such Person is party, have been duly authorized by
all necessary corporate action, and do not and will not:

                  (a) contravene the terms of any of that Person's Organization
Documents;

                  (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, any document evidencing any material
Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its
property is subject; or

                  (c) violate any Requirement of Law.

         6.03 Governmental Authorization. Excluding governmental approvals
required in connection with the exercise by the Lenders of any security interest
in shares of a captive insurance company Subsidiary, no approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except those that have been obtained and remain in
effect and for recordings or filings in connection with the Liens granted to the
Agent under the Collateral Documents) is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, the
Company or any of its Subsidiaries of this Agreement or any other Loan Document.

         6.04 Binding Effect. This Agreement and each other Loan Document to
which the Company or any of its Subsidiaries is a party constitute the legal,
valid and binding obligations of the Company and any of its Subsidiaries to the
extent it is a party thereto, enforceable against such Person in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

         6.05 Litigation. There are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Company, or its Subsidiaries or any of their respective
properties:


                                       64
<PAGE>

                  (a) which purport to affect or pertain to this Agreement or
any other Loan Document, or any of the transactions contemplated hereby or
thereby; or

                  (b) as to which there exists a substantial likelihood of an
adverse determination, which determination could reasonably be expected to have
a Material Adverse Effect. No injunction, writ, temporary restraining order or
any order of any nature has been issued by any court or other Governmental
Authority purporting to enjoin or restrain the execution, delivery or
performance of this Agreement or any other Loan Document, or directing that the
transactions provided for herein or therein not be consummated as herein or
therein provided.

         6.06 No Default. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Company or from the grant or
perfection of the Liens of the Agent and the Lenders on the Collateral. As of
the Restatement Date, neither the Company nor any Subsidiary is in default under
or with respect to any Contractual Obligation in any respect which, individually
or together with all such defaults, could reasonably be expected to have a
Material Adverse Effect, or that would, if such default had occurred after the
Restatement Date, create an Event of Default under subsection 9.01(e).

         6.07 ERISA Compliance. Except as specifically disclosed in Schedule
6.07:

                  (a) Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state law.
Each Plan which is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS and to the best knowledge
of the Company, nothing has occurred which would cause the loss of such
qualification. The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, and no application
for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Company nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Company nor any ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.


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<PAGE>

         6.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 7.12
and Section 8.07. Neither the Company nor any Subsidiary is generally engaged in
the business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

         6.09 Title to Properties. The Company and each Material Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Restatement Date, the property of the Company and its
Subsidiaries is subject to no Liens, other than Permitted Liens.

         6.10 Taxes. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

         6.11 Financial Condition. (a) Each of (i) the audited consolidated
financial statements of the Company and its Subsidiaries dated September 30,
1999, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal year ended on that date, and
(ii) the unaudited consolidated financial statements of the Company and its
Subsidiaries dated June 30, 2000 and the related consolidated statements of
income or operations, shareholders' equity and cash flows for the nine months
ended on that date:

                           (x) were prepared in accordance with GAAP
         consistently applied throughout the period covered thereby, except for
         the absence of footnotes and as otherwise expressly noted therein,
         subject, in the case of such unaudited financial statements, to
         ordinary, good faith year end audit adjustments;

                           (y) fairly present the financial condition of the
         Company and its Subsidiaries as of the date thereof and results of
         operations for the period covered thereby; and

                           (z) except as specifically disclosed in Schedule
         6.11, show all material indebtedness and other liabilities, direct or
         contingent, of the Company and its Subsidiaries as of the date thereof.

                  (b) Since September 30, 1999, there has been no Material
Adverse Effect.

         6.12 Environmental Matters. (a) Except as specifically disclosed in
Schedule 6.12, the on-going operations of the Company and each of its
Subsidiaries comply in all respects with all Environmental Laws, except such
non-compliance which would not (if enforced in accordance with applicable law)
result in liability in excess of $10,000,000 in the aggregate


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<PAGE>
(exclusive of amounts payable under insurance policies and indemnity agreements
which the Company or such Subsidiary reasonably expects to receive).

                  (b) Except as specifically disclosed in Schedule 6.12, the
Company and each of its Subsidiaries have obtained all licenses, permits,
authorizations and registrations required under any Environmental Law
("Environmental Permits") and necessary for their respective ordinary course
operations, all such Environmental Permits are in good standing, and the Company
and each of its Subsidiaries are in compliance with all material terms and
conditions of such Environmental Permits.

                  (c) Except as specifically disclosed in Schedule 6.12, none of
the Company, any of its Subsidiaries or any of their respective present property
or operations, is subject to any outstanding written order from or agreement
with any Governmental Authority, nor subject to (i) any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim
or Hazardous Material or (ii) to the extent that it could reasonably be expected
to have a Material Adverse Effect, any claim, proceeding or written notice from
any Person regarding any Environmental Law, Environmental Claim or Hazardous
Material.

                  (d) Except as specifically disclosed in Schedule 6.12, there
are no Hazardous Materials or other conditions or circumstances existing with
respect to any property of the Company or any Subsidiary, or arising from
operations prior to the Restatement Date, of the Company or any of its
Subsidiaries that would reasonably be expected to give rise to Environmental
Claims with a potential liability of the Company and its Subsidiaries in excess
of $10,000,000 in the aggregate for all such conditions, circumstances and
properties (exclusive of amounts payable under insurance policies and indemnity
agreements which the Company or such Subsidiary reasonably expects to receive).
In addition, (i) neither the Company nor any Subsidiary has any underground
storage tanks (x) that are not properly registered or permitted under applicable
Environmental Laws, or (y) that are leaking or disposing of Hazardous Materials
off-site, which in any such case could reasonably be expected to have a Material
Adverse Effect, and (ii) the Company and its Subsidiaries have met all material
notification requirements under applicable Environmental Laws.

         6.13 Collateral Documents. (a) The provisions of each of the Collateral
Documents are effective to create in favor of the Agent for the benefit of the
Lenders, a legal, valid and enforceable first priority security interest in all
right, title and interest of the Company and its Subsidiaries in the collateral
described therein, subject only to any Permitted Liens.

                  (b) Each Mortgage when delivered will be effective to grant to
the Agent for the benefit of the Lenders a legal, valid and enforceable lien on
all the right, title and interest of the mortgagor under such Mortgage in the
mortgaged property described therein. When each such Mortgage is duly recorded
in the offices listed on the schedule to such Mortgage and the mortgage
recording fees and taxes in respect thereof are paid and compliance is otherwise
had with the formal requirements of state law applicable to the recording of
real estate mortgages generally, each such mortgaged property, subject to the
encumbrances and exceptions to title set forth therein and any Permitted Liens
and except as noted in the title policies delivered to the Agent pursuant to
Section 5.01, is subject to a legal, valid, enforceable and perfected first
priority lien; and when financing statements have been filed in the offices
specified in such


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<PAGE>
Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected
first lien on, and security interest in, all right, title and interest of the
Company or such Subsidiary under such Mortgage in all personal property and
fixtures covered by such Mortgage, subject to no other Liens, except the
encumbrances and exceptions to title set forth therein, as noted in the title
policies delivered to the Agent pursuant to Section 5.01 and Permitted Liens.

                  (c) All representations and warranties of the Company and any
of its Subsidiaries party thereto contained in the Collateral Documents are true
and correct.

         6.14 Regulated Entities. None of the Company, any Person controlling
the Company, or any Subsidiary, is an "Investment Company" within the meaning of
the Investment Company Act of 1940. Neither the Company nor any other Borrower
is subject to regulation under the Public Utility Holding Company Act of 1935,
the Federal Power Act, the Interstate Commerce Act, any state public utilities
code, or any other Federal or state statute or regulation limiting its ability
to incur Indebtedness.

         6.15 No Burdensome Restrictions. Neither the Company nor any Subsidiary
is a party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect.

         6.16 Copyrights, Patents, Trademarks and Licenses, etc. The Company and
its Material Subsidiaries own or are licensed or otherwise have the right to use
all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the best knowledge of the Company, no
slogan or other advertising device, product, process, method, substance, part or
other material now employed, or now contemplated to be employed, by the Company
or any Subsidiary infringes upon any rights held by any other Person, which
infringement could reasonably be expected to have a Material Adverse Effect.
Except as specifically disclosed in Schedule 6.16, no claim or litigation
regarding any of the foregoing is pending or threatened, and no patent,
invention, device, application, principle or any statute, law, rule, regulation,
standard or code is pending or, to the knowledge of the Company, proposed,
which, in either case, could reasonably be expected to have a Material Adverse
Effect.

         6.17 Capitalization; Subsidiaries. As of the Restatement Date, the
Company has no Subsidiaries other than those specifically disclosed in part (a)
of Schedule 6.17 hereto and has no equity investments in any other corporation
or entity other than those specifically disclosed in part (b) of Schedule 6.17.
The capitalization of the Company and its Subsidiaries as of the Restatement
Date is as set forth on part (a) of Schedule 6.17.

         6.18 Insurance. Except as specifically disclosed in Schedule 6.18, the
properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and are similarly situated.


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<PAGE>

         6.19 Swap Obligations. Neither the Company nor any of its Subsidiaries
has incurred any outstanding obligations under any Swap Contracts, other than
Permitted Swap Obligations. The Company has undertaken its own independent
assessment of its consolidated assets, liabilities and commitments and has
considered appropriate means of mitigating and managing risks associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.

         6.20 Solvency. The Company and each of its Material Subsidiaries are
Solvent.

         6.21 Subordination Provisions. The subordination provisions contained
in the Senior Subordinated Debt Documents are enforceable against the Company
and the holders thereof, and the Loans are within the definition of "Senior
Debt" included in such provisions.

         6.22 Subsidiary Borrower Supplements. For so long as any Subsidiary
shall be a Subsidiary Borrower, the representations and warranties of such
Subsidiary in such Subsidiary's Subsidiary Borrower Supplement are true and
correct.

         6.23 Letter Agreements. All Letter Agreements (as defined in the Prior
Credit Agreement) have been terminated and neither the Borrower nor any
Subsidiary has any further liabilities or obligations thereunder.

         6.24 Full Disclosure. None of the representations or warranties made by
the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Company to the Lenders prior to the Restatement Date), contains
any untrue statement of a material fact or omits any material fact required to
be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they are made, not misleading as of the time when
made or delivered.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Lenders waive compliance in
writing:

         7.01 Financial Statements. The Company shall deliver to the Agent, in
form and detail satisfactory to the Agent and the Required Lenders, with
sufficient copies for each Lender:

                  (a) as soon as available, but not later than the earlier of
(i) five days after the filing thereof with the SEC and (ii) 105 days after the
end of each fiscal year (commencing with the fiscal year ended September 30,
2000), a copy of the audited consolidated balance sheet of the Company and its
Subsidiaries as at the end of such year and the related consolidated statements
of income, shareholders' equity and cash flows for such year, setting forth in
each


                                       69
<PAGE>
case in comparative form the figures for the previous fiscal year, and
accompanied by the opinion of Arthur Andersen LLP or another
nationally-recognized independent public accounting firm ("Independent Auditor")
which report shall state that such consolidated financial statements present
fairly the financial position for the periods indicated in conformity with GAAP
applied on a basis consistent with prior years. Such opinion shall not be
qualified or limited because of a restricted or limited examination by the
Independent Auditor of any material portion of the Company's or any Subsidiary's
records; and

                  (b) as soon as available, but not later than the earlier of
(i) five days after the filing thereof with the SEC and (ii) 45 days after the
end of each of the first three fiscal quarters of each fiscal year (commencing
with the fiscal quarter ended December 31, 2000), a copy of the unaudited
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such fiscal quarter and the related consolidated statements of income,
shareholders' equity and cash flows for the period commencing on the first day
and ending on the last day of such fiscal quarter, together with a consolidating
income statement for such period, and certified by a Responsible Officer as
fairly presenting, in accordance with GAAP (subject to ordinary, good faith
year-end audit adjustments and the absence of footnotes), the financial position
and the results of operations of the Company and the Subsidiaries.

         7.02 Certificates; Other Information. The Company shall furnish to the
Agent, with sufficient copies for each Lender:

                  (a) concurrently with the delivery of the financial statements
referred to in subsection 7.01(a), a certificate of the Independent Auditor
stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default, except as specified in such
certificate;

                  (b) concurrently with the delivery of the financial statements
referred to in subsections 7.01(a) and (b), a Compliance Certificate executed by
a Responsible Officer;

                  (c) concurrently with the delivery of the financial statements
referred to in subsection 7.01(a), (i) a consolidating balance sheet and income
statement for such year (which need not be audited) and, in the case of such
income statement, setting forth in comparative form the figures for the previous
fiscal year, and (ii) a budget for the next succeeding fiscal year;

                  (d) promptly, copies of all financial statements and reports
that the Company sends to its shareholders, and copies of all financial
statements and regular, periodic or special reports (including Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to, or file with, the SEC
(it being understood that notification to the Agent of actual availability of
any of the foregoing on the internet shall constitute the furnishing of same to
the Agent); and

                  (e) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary as the
Agent, at the request of any Lender, may from time to time reasonably request.

         7.03 Notices. The Company shall promptly notify the Agent:


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<PAGE>

                  (a) of the occurrence of any Default or Event of Default, and
of the occurrence or existence of any event or circumstance that foreseeably
will become a Default or Event of Default;

                  (b) of any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including, to the extent so
applicable, (i) any breach or non-performance of, or any default under, a
Contractual Obligation of the Company or any Subsidiary; (ii) any dispute,
litigation, investigation, proceeding or suspension between the Company or any
Subsidiary and any Governmental Authority; or (iii) the commencement of, or any
material development in, any litigation or proceeding affecting the Company or
any Subsidiary, including pursuant to any applicable Environmental Laws;

                  (c) of the occurrence of any of the following events affecting
the Company or any ERISA Affiliate (but in no event more than 10 days after such
event becomes known to an officer of the Company or any Subsidiary), and deliver
to the Agent and each Lender a copy of any notice with respect to such event
that is filed with a Governmental Authority and any notice delivered by a
Governmental Authority to the Company or any ERISA Affiliate with respect to
such event:

                           (i) an ERISA Event;

                           (ii) a material increase in the Unfunded Pension
         Liability of any Pension Plan;

                           (iii) the adoption of, or the commencement of
         contributions to, any Plan subject to Section 412 of the Code by the
         Company or any ERISA Affiliate resulting in a material contribution
         obligation; or

                           (iv) the adoption of any amendment to a Plan subject
         to Section 412 of the Code, if such amendment results in a material
         increase in contributions or Unfunded Pension Liability.

                  (d) of any material change in accounting policies or financial
reporting practices by the Company or any of its consolidated Subsidiaries; and

                  (e) upon, but in no event later than 15 days after, any
officer of the Company or any Subsidiary becoming aware of (i) any and all
enforcement, investigation, cleanup, removal or other governmental or regulatory
actions instituted, completed or threatened against the Company or any
Subsidiary or any of their respective properties pursuant to any applicable
Environmental Laws which could reasonably be expected to have a Material Adverse
Effect, (ii) all other material Environmental Claims, and (iii) any
environmental or similar condition on any real property adjoining or in the
vicinity of the property of the Company or any Subsidiary that could reasonably
be anticipated to cause such property of the Company or such Subsidiary or any
part thereof to be subject to any material restrictions on the ownership,
occupancy, transferability or use of such property under any Environmental Laws.


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<PAGE>

                  Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action the Company or any
affected Subsidiary proposes to take with respect thereto and at what time. Each
notice under subsection 7.03(a) shall describe with particularity any and all
clauses or provisions of this Agreement or other Loan Document that have been
(or foreseeably will be) breached or violated.

         7.04 Preservation of Corporate Existence, Etc. Except as otherwise
expressly permitted hereby, the Company shall, and shall cause each Subsidiary
(other than Subsidiaries with no material assets) to:

                  (a) preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its state or
jurisdiction of incorporation, except to the extent otherwise expressly
permitted herein;

                  (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business except
in connection with transactions permitted by Section 8.03 and sales of assets
permitted by Section 8.02;

                  (c) use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill except to the
extent otherwise expressly permitted herein; and

                  (d) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

Except with respect to those Subsidiaries set forth on Schedule 7.04, the
Company shall cause each Subsidiary which is a Wholly-Owned Subsidiary as of the
Restatement Date to continue to exist as a Wholly-Owned Subsidiary so long as it
shall be a Subsidiary.

         7.05 Maintenance of Property. The Company shall maintain, and shall
cause each Subsidiary to maintain, and preserve all its property which is used
or useful in its business in good working order and condition, ordinary wear and
tear excepted, and make all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         7.06 Insurance. In addition to insurance requirements set forth in the
Collateral Documents, the Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons; including workers'
compensation insurance, public liability and property and casualty insurance
which amount shall not be materially reduced by the Company in the absence of 30
days' prior written notice to the Agent; provided that self insurance of risks
and in amounts customary in the Company's industry shall be permitted. All


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<PAGE>
casualty insurance maintained by the Company shall name the Agent as loss payee
and all liability insurance shall name the Agent as additional insured for the
benefit of the Lenders, as their interests may appear. Upon request of the Agent
or any Lender, the Company shall furnish the Agent, with sufficient copies for
each Lender, at reasonable intervals (but not more than once per calendar year)
a certificate of a Responsible Officer of the Company (and, if requested by the
Agent, any insurance broker of the Company) setting forth the nature and extent
of all insurance maintained by the Company and its Subsidiaries in accordance
with this Section or any Collateral Documents (and which, in the case of a
certificate of a broker, were placed through such broker).

         7.07 Payment of Obligations. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary; and

                  (b) all material lawful claims which, if unpaid, would by law
become a Lien upon its property in violation of Section 8.01.

         7.08 Compliance with Laws. The Company shall comply, and shall cause
each Subsidiary to comply, in all material respects with all material
Requirements of Law of any Governmental Authority having jurisdiction over it or
its business (including the Federal Fair Labor Standards Act), except such as
may be contested in good faith or as to which a bona fide dispute may exist.

         7.09 Compliance with ERISA. The Company shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code; to the extent that any failure to
comply with any such provision could reasonably be expected to result in
liabilities in excess of $3,000,000 for all such failures in the aggregate.

         7.10 Inspection of Property and Books and Records. The Company shall
maintain and shall cause each Subsidiary to maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall permit, and shall cause each Subsidiary to permit, representatives
and independent contractors of the Agent or any Lender to visit and inspect any
of their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided, however, when an Event
of Default exists


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<PAGE>
the Agent or any Lender may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice;
provided, further, that neither the Agent nor any Lender shall conduct any
environmental testing of any owned or leased facility of the Company or any
Subsidiary without the prior written consent of the Company, which shall not
unreasonably be withheld.

         7.11 Environmental Laws. (a) The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws, the violation of which could reasonably
be expected to result in liability to the Company and its Subsidiaries in excess
of $10,000,000 in the aggregate (net of any payments under insurance policies or
indemnity agreements which the Company or such Subsidiary reasonably expects to
receive).

                  (b) Upon the written request of the Agent or any Lender, the
Company shall submit and cause each of its Subsidiaries to submit, to the Agent
with sufficient copies for each Lender, at the Company's sole cost and expense,
at reasonable intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report required pursuant to subsection 7.03(e), that could,
individually or in the aggregate, result in liability in excess of $10,000,000
(net of any payments under insurance policies or indemnity agreements which the
Company or such Subsidiary reasonably expects to receive).

         7.12 Use of Proceeds. The Company shall use the proceeds of the Loans
(a) to refinance existing indebtedness of the Company and its Subsidiaries, (b)
to finance Acquisitions made in accordance with Section 8.04 and (c) for working
capital, capital expenditures and other general corporate purposes not in
contravention of any Requirement of Law or of any Loan Document.

         7.13 Further Assurances. (a) The Company shall ensure that all written
information, exhibits and reports furnished to the Agent or the Lenders do not
and will not contain any untrue statement of a material fact and do not and will
not omit to state any material fact or any fact necessary to make the statements
contained therein not misleading in light of the circumstances in which made,
and will promptly disclose to the Agent and the Lenders and correct any defect
or error that may be discovered therein or in any Loan Document or in the
execution, acknowledgment or recordation thereof.

                  (b) Promptly upon request by the Agent or the Required
Lenders, the Company shall (and shall cause any of its Subsidiaries to) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further acts, deeds, conveyances, security
agreements, mortgages, assignments, estoppel certificates, financing statements
and continuations thereof, termination statements, notices of assignment,
transfers, certificates, assurances and other instruments the Agent or such
Lenders, as the case may be, may reasonably require from time to time in order
(i) to carry out more effectively the purposes of this Agreement or any other
Loan Document, (ii) to subject to the Liens created by any of the Collateral
Documents any of the properties, rights or interests covered by any of the
Collateral Documents, (iii) to perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and the Liens intended to be
created thereby, and (iv) to better assure,


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<PAGE>
convey, grant, assign, transfer, preserve, protect and confirm to the Agent and
Lenders the rights granted or now or hereafter intended to be granted to the
Lenders under any Loan Document or under any other document executed in
connection therewith.

         7.14 Additional Guaranties and Personal Property Pledge. Effective upon
any Person (a) becoming a Domestic Subsidiary (other than (w) any Domestic
Subsidiary with less than 2.0% of the total assets of the Company and its
Subsidiaries (other than Leasing Subsidiaries), (x) any Leasing Subsidiary, (y)
any Securitization Subsidiary and (z) any captive insurance company Subsidiary)
or (b) becoming or being required to become a "Subsidiary Guarantor" under the
Senior Subordinated Indenture or a guarantor of any other subordinated
Indebtedness of the Company or any Domestic Subsidiary, such Person shall (i)
join as a Guarantor under the Subsidiary Guaranty and the Subsidiary Security
Agreement pursuant to amendments thereto in form and substance acceptable to the
Agent, (ii) provide an intercompany note to the Company which shall be pledged
to the Agent pursuant to the Pledge Agreement and (iii) provide such other of
the items specified in subsection 5.01(g) as shall be applicable thereto, in
each case in form and substance acceptable to Agent; provided, that any Domestic
Subsidiary which does not become a party to the Subsidiary Guaranty and the
Subsidiary Security Agreement because it does not satisfy the requirement in
clause (w) above shall execute the Subsidiary Guaranty and the Subsidiary
Security Agreement if it subsequently acquires sufficient assets to satisfy such
requirement; provided, further, that if all Domestic Subsidiaries (other than
Leasing Subsidiaries) which are not party to the Subsidiary Guaranty and the
Subsidiary Security Agreement hold 4.0% or more of the total assets of the
Company and its Subsidiaries (other than Leasing Subsidiaries), then such
Domestic Subsidiaries shall promptly execute the Subsidiary Guaranty and the
Subsidiary Security Agreement so that, upon such execution, such 4.0% threshold
is no longer exceeded. The Company shall promptly notify the Agent at any time
at which, in accordance with this Section 7.14, any Subsidiary shall be required
to join as a guarantor under the Subsidiary Guaranty and the Subsidiary Security
Agreement, with such determinations to be made based on the average assets of
the relevant Subsidiary and other entities over the prior 12-month period.

         7.15 Additional Real Property. Concurrent with (a) the acquisition by
the Company or any Domestic Subsidiary of any parcel of property which has a
value in excess of $2,500,000 or (b) the acquisition or lease by the Company or
any Domestic Subsidiary of any parcel of property which, in the Agent's
determination, is otherwise of significant value to the operations of the
Company and its Subsidiaries, unless the Required Lenders shall otherwise
direct, the Company shall, or shall cause such Domestic Subsidiary to, execute
and deliver to the Agent a Mortgage on such parcel or leasehold substantially in
the form of the applicable Mortgages executed and delivered on the Closing Date,
together with such other of the items specified in subsection 5.01(g) as shall
be applicable thereto, in each case in form and substance acceptable to the
Agent.

         7.16 Additional Pledge. Effective upon any Person becoming a Subsidiary
of the Company or any of its Subsidiaries (including without limitation any
Leasing Subsidiary), the shareholder or shareholders thereof, shall pledge the
stock or other equity interests thereof to the Agent pursuant to documentation
reasonably acceptable to the Agent; provided, that the equity interests of
Securitization Subsidiaries and Oshkosh/McNeilus Financial Services Partnership


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need not be pledged at any time; provided, further, that such shareholder shall
only be required to pledge 65% of the equity interests of any Subsidiary which
is not a Domestic Subsidiary.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Lenders waive compliance in
writing:

         8.01 Limitation on Liens. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, make, create, incur, assume
or suffer to exist any Lien upon or with respect to any part of its property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

                  (a) any Lien existing on property of the Company or any
Subsidiary on the Restatement Date and set forth in Schedule 8.01 securing
Indebtedness outstanding on such date;

                  (b) any Lien created under any Loan Document;

                  (c) Liens for taxes, fees, assessments or other governmental
charges (other than any Lien imposed by ERISA or in respect of environmental
obligations) which are not delinquent or remain payable without penalty, or to
the extent that non-payment thereof is permitted by Section 7.07, provided that
no notice of lien has been filed or recorded under the Code;

                  (d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto;

                  (e) Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation;

                  (f) Liens on the property of the Company or its Subsidiaries
securing (i) the non-delinquent performance of bids, trade contracts (other than
for borrowed money), leases, statutory obligations, (ii) Contingent Obligations
in connection with performance bonds, Surety Bonds and appeal bonds, and (iii)
other non-delinquent obligations of a like nature, in each case, incurred in the
ordinary course of business; provided that all such Liens in the aggregate could
not (taking into account the probable likelihood of their being enforced)
reasonably be expected to cause a Material Adverse Effect;

                  (g) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and the
obligations secured by all such Liens


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<PAGE>
in the aggregate at any time outstanding for the Company and its Subsidiaries do
not exceed $5,000,000;

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

                  (i) Liens on assets of corporations which become Subsidiaries
after the Restatement Date; provided, however, that such Liens existed at the
time the respective corporations became Subsidiaries and were not created in
anticipation thereof and the obligations secured by all such Liens in the
aggregate at any time outstanding do not exceed (i) $20,000,000, less (ii)
amounts outstanding under paragraphs (j) and (p);

                  (j) purchase money security interests on any property acquired
or held by the Company or its Subsidiaries, securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the cost of acquiring
such property; provided that (i) any such Lien attaches to such property
concurrently with or within 20 days after the acquisition thereof, (ii) such
Lien attaches solely to the property so acquired in such transaction and other
like assets in respect of which financing was provided by the same lender to the
obligor of such Indebtedness, (iii) the principal amount of the debt secured
thereby does not exceed 100% of the cost of such property, and (iv) the
principal amount of the Indebtedness secured by any and all such purchase money
security interests shall not at any time exceed, together with Indebtedness
permitted under subsection 8.05(d), (i) $20,000,000, less (ii) amounts
outstanding under paragraphs (i) and (p);

                  (k) Liens securing obligations in respect of capital leases on
assets subject to such leases, provided that such capital leases are otherwise
permitted hereunder;

                  (l) Liens arising solely by virtue of any statutory or common
law provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company or any Subsidiary in excess of those set forth by
regulations promulgated by the FRB, and (ii) such deposit account is not
intended by the Company or any Subsidiary to provide collateral to the
depository institution;

                  (m) Liens on vehicles or related property securing obligations
under any Floor Plan Financing Facility incurred in the ordinary course of
business; provided, that the aggregate principal amount of all obligations at
any time outstanding under all Floor Plan Financing Facilities after giving
effect to such incurrence does not exceed the total cost of the vehicles and
equipment securing such obligations;

                  (n) Liens on assets acquired with the proceeds of industrial
revenue bonds securing Indebtedness incurred or assumed to acquire such
property; provided, that the obligations secured by such Liens do not exceed
$20,000,000 in the aggregate at any time outstanding for the Company and its
Subsidiaries;


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<PAGE>

                  (o) Liens upon assets of any Securitization Subsidiary
relating to any Permitted Securitization; and

                  (p) Liens securing other obligations of the Company and its
Subsidiaries not to exceed in the aggregate at any one time outstanding (i)
$20,000,000 less (ii) amounts outstanding under paragraphs (i) and (j).

         8.02 Disposition of Assets. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, (x) issue any equity
interests of any Subsidiary to any Person which is not the Company or a
Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of
(whether in one or a series of transactions) any property, including accounts
and notes receivable, with or without recourse (each, an "Asset Disposition"),
or enter into any agreement to do any of the foregoing, except:

                  (a) dispositions of inventory, or used, worn-out or surplus
equipment, all in the ordinary course of business;

                  (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment;

                  (c) Asset Dispositions by the Company or any Subsidiary to any
Wholly-Owned Subsidiary that is party to the Subsidiary Guaranty and Asset
Dispositions permitted by Section 8.03(c);

                  (d) sales of accounts receivable and related rights (and of
rights as lessor under capitalized leases and related equipment and rights) to
or by a Securitization Subsidiary pursuant to a Permitted Securitization;

                  (e) sale/leaseback transactions involving an aggregate
consideration not to exceed $10,000,000 after the date hereof;

                  (f) the transfer of Lease Assets to Leasing Subsidiaries
solely in connection with Leasing Transactions;

                  (g) the sale or other disposition of the assets or stock of
Summit Performance Systems, Inc. in exchange for cash or a promissory note;
provided, that any such promissory note is pledged to the Agent pursuant to the
Pledge Agreement;

                  (h) Asset Dispositions that are not otherwise permitted in
this Section 8.02 and which are of property located outside of the United
States; provided; that the aggregate fair market value of all such property
disposed of after the date hereof (valued at the time of disposition) shall not
exceed $10,000,000;

                  (i) Asset Dispositions of property (1) acquired pursuant to
Section 8.04(a) or (2) acquired as an Investment pursuant to Section
8.04(b)-(p); provided, that the aggregate fair market value of such property
referred to in clause (2) shall not exceed $10,000,000 after the date hereof;


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<PAGE>

                  (j) the granting of non-exclusive licenses of patents,
trademarks and copyrights by the Company or any Subsidiary;

                  (k) Asset Dispositions identified on Schedule 8.02;

                  (l) sales at a discount in the ordinary course of business of
accounts receivable arising out of sales by the Company or its Domestic
Subsidiaries to Persons domiciled outside of the United States; and

                  (m) dispositions not otherwise permitted hereunder which are
made for fair market value; provided, that (i) at the time of any disposition,
no Event of Default shall exist or shall result from such disposition, (ii) at
least 75% of the aggregate sales price from such dispositions shall be paid in
cash, and (iii) the aggregate value of all assets so sold by the Company and its
Subsidiaries after the date hereof, together, shall not (x) represent more than
10% of Net Worth, as would be shown in the consolidated financial statements of
the Company and its Subsidiaries as at the end of the fiscal quarter next
preceding the date on which such determination is made, or (y) be responsible
for more than 10% of the consolidated net revenues or consolidated net income of
the Company and its Subsidiaries for the 12-month period ending as of the end of
the fiscal quarter next preceding the date of determination.

         8.03 Consolidations and Mergers. The Company shall not, and shall not
suffer or permit any Subsidiary to, merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:

                  (a) any Subsidiary may merge with the Company, provided that
(i) the Company shall be the continuing or surviving corporation, or with any
one or more Subsidiaries, and (ii) if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be
the continuing or surviving corporation;

                  (b) another Person organized under the laws of any state of
the United States may merge with or consolidate into the Company or any
Subsidiary so long as (i) no Default or Event of Default shall have occurred and
be continuing either before or after giving effect to such transaction
(determined in respect of Sections 8.16, 8.17 and 8.18 on a pro forma basis as
of the last day of the prior fiscal quarter), (ii) the Company or such
Subsidiary is the surviving Person, and (iii) all applicable legal requirements
have been satisfied;

                  (c) any Subsidiary may transfer, dispose of or sell all or
substantially all of its assets (upon voluntary liquidation or otherwise), to
the Company or another Wholly-Owned Subsidiary;

                  (d) the Company may merge with a corporation organized under
the laws of any state of the United States solely for the purpose of
reincorporating in such other state so long as (i) the surviving Person assumes
the Company's Obligations under the Loan Documents pursuant to a written
instrument reasonably satisfactory to the Agent and (ii) no Default or Event of
Default has occurred and is continuing or would occur after giving effect
thereto; and


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<PAGE>

                  (e) the Company or any Subsidiary may sell or transfer assets
to effect an Investment in a Joint Venture permitted by Section 8.04(e).

         8.04 Loans and Investments. The Company shall not purchase or acquire,
or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company (together, "Investments"), except for:

                  (a) Investments held by the Company or Subsidiary in the form
of cash equivalents or short term marketable securities;

                  (b) extensions of credit in the nature of accounts receivable
or notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

                  (c) Investments by the Company or any Subsidiary in
Wholly-Owned Subsidiaries party to the Subsidiary Guaranty and other
Indebtedness incurred pursuant to subsection 8.05(e);

                  (d) Investments incurred in order to consummate Acquisitions
otherwise permitted herein, provided that (i) without the prior written consent
of the Required Lenders, the aggregate consideration (consisting of cash paid
plus assumption of Indebtedness) for Acquisitions undertaken by the Company and
its Subsidiaries (other than the pending Acquisitions described on Schedule
8.04(d)) shall not exceed $35,000,000 for any single Acquisition or series of
related Acquisitions or $100,000,000 in the aggregate for all such Acquisitions
consummated after the Restatement Date, (ii) such Acquisitions are undertaken in
accordance with all applicable Requirements of Law, (iii) the prior, effective
written consent or approval to such Acquisition of the board of directors or
equivalent governing body of the acquiree is obtained, (iv) the Company provides
the Agent and the Lenders with a certificate at least ten days prior to the
consummation of such Acquisition evidencing that, after giving effect to such
Acquisition, no Default or Event of Default would occur (as determined in
respect of Sections 8.16, 8.17 and 8.18 on a pro forma basis as of the last day
of the preceding fiscal quarter); provided, however, that such requirement may
be waived by the Agent in its sole and absolute discretion in respect of any
Acquisition with a total consideration of $10,000,000 or less; and (v) the
Person or business which is the subject of such Acquisition is in the same or
similar line of business as the Company and its Subsidiaries or another business
relating thereto.

                  (e) Investments in Joint Ventures (other than Leasing
Subsidiaries) not exceeding $35,000,000 in the aggregate after the Restatement
Date;

                  (f) Investments constituting Permitted Swap Obligations or
payments or advances under Swap Contracts relating to Permitted Swap
Obligations;

                  (g) loans, advances and progress payments to vendors of the
Company and its Subsidiaries, or suppliers to such vendors, to enable such
vendors and suppliers to purchase


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<PAGE>
goods or parts to be processed and sold to the Company and its Subsidiaries in
the ordinary course of business and consistent with past practices;

                  (h) loans and advances to officers, directors and employees of
the Company and its Subsidiaries not to exceed $2,500,000 in the aggregate at
any one time outstanding;

                  (i) Investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and customers and
in settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business;

                  (j) loans and advances to sales representatives of the Company
or its Subsidiaries in the ordinary course of business and consistent with past
practices;

                  (k) Investments (i) by the Company or any Subsidiary in
Subsidiaries to the extent not permitted under clause (c) above and (ii)
incurred in order to consummate Acquisitions of (x) assets located outside the
United States or (y) Persons which are not organized under the laws of the
United States or any state thereof; provided, that the aggregate cash
consideration paid therefor after the Restatement Date shall not exceed
$30,000,000; provided, further, that any such Investment made in order to
consummate an Acquisition shall be made in compliance with clauses (ii), (iii),
(iv) and (v) of paragraph (d) above;

                  (l) Cash Investments in Leasing Subsidiaries consisting
exclusively of Lease Assets solely in connection with the consummation of
Leasing Transactions and additional Investments in Leasing Subsidiaries
consisting of cash and other property in an amount not to exceed either (i) the
sum of (A) $25,000,000 plus (B) the aggregate cash dividends or distributions
paid by the Leasing Subsidiaries after the Restatement Date, in the aggregate
after the Restatement Date, or (ii) $10,000,000 in any fiscal year;

                  (m) Investments aggregating not in excess of $10,000,000 made
after the date hereof in a Subsidiary which is a captive insurance company;

                  (n) Investments aggregating not in excess of $125,000 made
after the date hereof in Securitization Subsidiaries;

                  (o) Investments of a nature not contemplated by the foregoing
clauses hereof that are outstanding as of the Restatement Date and set forth in
Schedule 8.04 (o) hereto; and

                  (p) Other Investments aggregating no more than $10,000,000
after the date hereof.

         8.05 Limitation on Indebtedness. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement;


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<PAGE>

                  (b) Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 8.08;

                  (c) Indebtedness existing on the Restatement Date and set
forth in Schedule 8.05;

                  (d) Indebtedness incurred in connection with leases permitted
pursuant to Section 8.10;

                  (e) (i) unsecured Indebtedness owed (A) to the Company or any
Wholly-Owned Subsidiary which is a Guarantor (B) by any Subsidiary or by the
Company or any Wholly-Owned Subsidiary which is a Guarantor to any Wholly-Owned
Subsidiary which is a Guarantor so long as it is evidenced by a note pledged to
the Agent, (ii) unsecured Indebtedness owed by the Company or any non-Guarantor
Subsidiary to any non-Guarantor Subsidiary and (iii) unsecured Indebtedness owed
by the Company to any Leasing Subsidiary to the extent of funds advanced to the
Company in connection with the Company's cash pooling arrangements.

                  (f) Indebtedness evidenced by the Senior Subordinated Notes;

                  (g) unsecured Indebtedness incurred on a subordinated basis on
terms (other than interest and fees, which shall be at a market rate) not
materially less favorable (or in the case of terms of subordination, no less
favorable) to the Lenders than those of the Senior Subordinated Notes or on such
other terms and conditions approved by the Agent and the Required Lenders;

                  (h) unsecured Indebtedness owed to former McNeilus
shareholders in an aggregate principal amount not to exceed $3,300,000 at any
one time outstanding;

                  (i) Indebtedness of Securitization Subsidiaries which is
non-recourse to the Company or any other Subsidiary and which is incurred in
connection with a Permitted Securitization;

                  (j) Indebtedness incurred in connection with the issuance of
industrial revenue bonds in a principal amount not to exceed $20,000,000 at any
one time outstanding; and

                  (k) other Indebtedness with an aggregate principal amount not
to exceed $35,000,000 at any time outstanding.

         8.06 Transactions with Affiliates. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company, except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or such
Subsidiary and except for the following:

                  (a) any employment or severance agreement and any amendment
thereto entered into by the Company or any of its Subsidiaries in the ordinary
course of business;


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<PAGE>

                  (b) transactions between (i) the Company and any Guarantor,
(ii) Guarantors or (iii) the Company or any Subsidiary and any Leasing
Subsidiary (including the contribution of overhead costs consistent with past
practice) in the ordinary course of business;

                  (c) the payment of reasonable directors' fees and benefits,
provided that the amount of such fees and benefits paid to any Affiliate does
not exceed the amount of such fees and benefits paid to any Person who is not
otherwise an Affiliate of the Company;

                  (d) payments permitted pursuant to Section 8.11 and
transactions permitted pursuant to Section 8.04 or Section 8.08;

                  (e) the provision of officers' and directors' indemnification
and insurance in the ordinary course of business to the extent permitted by
applicable law; and

                  (f) the payment of employee salaries, bonuses and employee
benefits in the ordinary course of business (including the payment of
commissions on behalf of any Leasing Subsidiary by the Company or any of its
Subsidiaries consistent with past practices and in the ordinary course of
business).

         8.07 Use of Proceeds. The Company shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the proceeds of any Loan or any
Letter of Credit, directly or indirectly, (i) to purchase or carry Margin Stock,
(ii) to repay or otherwise refinance indebtedness of the Company or others
incurred to purchase or carry Margin Stock, (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

         8.08 Contingent Obligations. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:

                  (a) endorsements for collection or deposit in the ordinary
course of business;

                  (b) Permitted Swap Obligations;

                  (c) Contingent Obligations of the Company and its Subsidiaries
existing as of the Restatement Date and listed in Schedule 8.08;

                  (d) Contingent Obligations with respect to Indebtedness of the
Company's Wholly-Owned Subsidiaries permitted pursuant to Section 8.05;

                  (e) Contingent Obligations with respect to Surety Instruments
incurred by the Company and its Subsidiaries (including on behalf of third
parties) in the ordinary course of business;

                  (f) Contingent Obligations of the Company and its Wholly-Owned
Subsidiaries in respect of the Bank One leasing programs in an amount not to
exceed $2,000,000 incurred per year (up to a maximum of $7,000,000 at any one
time outstanding), without duplication of amounts covered by subsection (j)
below;


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<PAGE>

                  (g) Contingent Obligations with respect to letters of credit
issued to support Indebtedness incurred in connection with industrial revenue
bonds permitted pursuant to Section 8.05(h) with an aggregate face amount not
exceeding at any time $20,000,000;

                  (h) Contingent Obligations of any Subsidiary which is a
captive insurance company Subsidiary which are incurred in the ordinary course
of its business and are non-recourse to the Company and its other Subsidiaries;

                  (i) Contingent Obligations of the Company's Subsidiaries
arising from their becoming a "Subsidiary Guarantor" under the Senior
Subordinated Indenture to the extent that such Subsidiaries have complied with
Section 7.14;

                  (j) Contingent Obligations which are recorded as liabilities
on the balance sheet of the Company and its Subsidiaries in accordance with
GAAP;

                  (k) Contingent Obligations aggregating up to $15,000,000 in
respect of which the Company or its Subsidiaries have contractual
indemnification rights against a third party; and

                  (l) other Contingent Obligations (except in respect of
obligations of Leasing Subsidiaries) not exceeding at any time $20,000,000 in
the aggregate in respect of the Company and its Subsidiaries together.

         8.09 Joint Ventures. The Company shall not, and shall not suffer or
permit any Subsidiary to enter into any Joint Venture, other than (a) in the
ordinary course of business and (b) in compliance with subsection 8.04(e).

         8.10 Lease Obligations. The Company shall not, and shall not suffer or
permit any Subsidiary to, create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except for:

                  (a) leases of the Company and of Subsidiaries in existence on
the Restatement Date and any renewal, extension or refinancing thereof;

                  (b) operating leases entered into by the Company or any
Subsidiary after the Restatement Date in the ordinary course of business;

                  (c) leases entered into by the Company or any Subsidiary after
the Restatement Date pursuant to sale-leaseback transactions entered into in the
ordinary course of business; and

                  (d) capital leases other than those permitted under clauses
(a) and (c) of this Section, entered into by the Company or any Subsidiary after
the Restatement Date to finance the acquisition of equipment.

         8.11 Restricted Payments. The Company shall not, and shall not suffer
or permit any Subsidiary to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its capital stock, or purchase, redeem or
otherwise acquire for value any shares of its capital stock or any warrants,


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<PAGE>
rights or options to acquire such shares, now or hereafter outstanding
(collectively, "Restricted Equity Payments"); except that any Subsidiary may
declare and make dividend payments and other distributions to its shareholders
on a pro rata basis and the Company may:

                  (a) declare and make dividend payments or other distributions
payable solely in its common stock;

                  (b) purchase, redeem or otherwise acquire shares of its common
stock or warrants or options to acquire any such shares with the proceeds
received from the substantially concurrent issue of new shares of its common
stock; and

                  (c) declare or pay cash dividends to its stockholders and
purchase, redeem or otherwise acquire shares of its capital stock or warrants,
rights or options to acquire any such shares for cash and computed on a
cumulative consolidated basis; provided, that, (i) all such payments made in any
period of four fiscal quarters (ending with the fiscal quarter in which any such
payment is made) shall not exceed the lesser of (A) the sum of (1) the Company's
consolidated net income for the period of four fiscal quarters ending with the
second preceding fiscal quarter prior to the fiscal quarter in which such
payment is made (if positive), plus (2) only to the extent necessary to permit
the payment of up to $5,000,000 in Restricted Equity Payments during any fiscal
year, an amount equal to all or any portion of the Dividend Supplement Amount as
designated in writing to the Agent by the Company at least five Business Days
prior to the payment of such incremental amount, and (B) the sum of (1)
$6,000,000, plus (2) 7.5% of the Company's consolidated net income for the
period specified in clause (A), and (ii) immediately after giving effect to such
proposed action, no Default or Event of Default would exist (determined with
respect to Sections 8.16, 8.17 and 8.18 on a pro forma basis as of the last day
of the previous fiscal quarter).

         8.12 ERISA. The Company shall not, and shall not suffer or permit any
of its ERISA Affiliates to: (a) engage in a prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably expected to result in liability of the Company in
an aggregate amount in excess of $3,000,000; or (b) engage in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

         8.13 Change in Business. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any material line of business substantially
different from those lines of business carried on by the Company and its
Subsidiaries on the Restatement Date.

         8.14 Accounting Changes. The Company shall not, and shall not suffer or
permit any Subsidiary to, (a) make any significant change in accounting
treatment or reporting practices, except (i) as required by GAAP, (ii) a change
in the depreciation method employed thereby to straight line depreciation and
(iii) any other change which does not affect the calculations required to
determine compliance with Section 8.16, 8.17 or 8.18, or (b) change the fiscal
year of the Company or of any Subsidiary.

         8.15 Amendments to Charter and Agreements; Subordinated Indebtedness.
The Company will not, nor will it permit any Subsidiary to, (a) make any
amendment or modification to any indenture, notes or other agreement evidencing
or governing any subordinated


                                       85
<PAGE>
Indebtedness, including without limitation the Indebtedness evidenced by the
Senior Subordinated Notes, (b) directly or indirectly prepay, defease or in
substance defease, purchase, redeem, retire or otherwise acquire, any such
Indebtedness, except that (i) the Company may pay the Senior Subordinated Notes
on the scheduled maturity date therefor in accordance with the terms thereof
(including without limitation the terms of subordination set forth therein) as
in effect on the Closing Date and (ii) the Company may apply an amount equal to
25% of the Net Proceeds realized upon any issuance of equity securities by the
Company to the prepayment or repurchase of the Senior Subordinated Notes so long
as (A) after giving effect thereto, the Company's Senior Debt to EBITDA Ratio is
less than 2.0 to 1.0 and (B) no Event of Default or Default has occurred and is
continuing or would occur after giving effect thereto, determined in the case of
clauses (A) and (B) (in respect of Sections 8.16, 8.17, and 8.18) on a pro forma
basis as of the last day of the immediately preceding fiscal quarter, (c) make
any amendment or modification to any terms or provisions of its Certificate or
Articles of Incorporation or bylaws which is materially adverse to the Agent or
the Lenders without the prior written consent of the Required Lenders or (d)
issue any preferred stock. The Company shall not, and shall not permit any
Subsidiary to, amend, waive, modify or terminate any material portion of any
Senior Subordinated Debt Document. The Company will not designate any
Indebtedness as "Designated Senior Indebtedness" under the Senior Subordinated
Indenture.

         8.16 Net Worth. The Company shall not permit its consolidated Net Worth
at any time to be less than the sum of (a) $245,000,000, plus (b) the aggregate
net proceeds of all offerings and sales of equity securities by the Company or
any Subsidiary after the Restatement Date, plus (c) 75% of the Company's
positive consolidated net income, as determined in accordance with GAAP, for
each fiscal quarter ending after the Restatement Date and on or prior to the
date of determination.

         8.17 Leverage Ratio. The Company shall not permit its Leverage Ratio as
determined as of the last day of each fiscal quarter in any period set forth
below to be greater than the ratio set forth below for such period:


                  Period                                       Ratio
                  ------                                       -----
                  Restatement Date through 9/29/02           4.50:1.0
                  9/30/02 through 9/29/03                    4.25:1.0
                  9/30/03 and thereafter                     4.00:1.0

         8.18 Minimum EBITDA. The Company shall not permit its consolidated
EBITDA, as of the last day of any fiscal quarter for the period of four fiscal
quarters ending on such date, to be less than (i) $90,000,000 through September
30, 2002 and (ii) $100,000,000 for each measurement period thereafter.

         8.19 Restrictive Agreements. The Company shall not, nor shall it permit
any of its Subsidiaries to, enter into any indenture, agreement, instrument or
other arrangement which directly or indirectly prohibits or restrains, or has
the effect of prohibiting or restraining, or imposes materially adverse
conditions upon, the ability of any Subsidiary to (a) pay dividends or make
other distributions (i) on its Capital Stock or (ii) with respect to any other
interest or participation in, or measured by, its profits, (b) make loans or
advances to the Company or any


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Subsidiary, (c) repay loans or advances from the Company or any Subsidiary or
(d) transfer any of its properties or assets to the Company or any Subsidiary.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         9.01 Event of Default. Any of the following shall constitute an "Event
of Default":

                  (a) Non-Payment. Any Borrower fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan or of any L/C
Obligation, or (ii) within five (5) days after the same becomes due, any
interest, fee or any other amount payable hereunder or under any other Loan
Document; or

                  (b) Representation or Warranty. Any representation or warranty
by the Company or any Subsidiary made or deemed made herein or in any other Loan
Document, or contained in any certificate, document or financial or other
statement by the Company, any Subsidiary, or any Responsible Officer, furnished
at any time under this Agreement, or in or under any other Loan Document, is
incorrect in any material respect on or as of the date made or deemed made; or

                  (c) Specific Defaults. The Company fails to perform or observe
any term, covenant or agreement contained in any of Section 7.01, 7.02, 7.03 or
7.09 or in Article VIII; or

                  (d) Other Defaults. The Company or any Subsidiary party
thereto fails to perform or observe any other term or covenant contained in this
Agreement or any other Loan Document, and such default shall continue unremedied
for a period of 30 days after the date upon which written notice thereof is
given to the Company by the Agent or any Lender; or

                  (e) Cross-Default. (i) The Company or any Subsidiary (A) fails
to make any payment in respect of any Indebtedness or Contingent Obligation
(other than in respect of Swap Contracts), having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
$5,000,000 when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or (B) fails to perform or observe any other condition
or covenant, or any other event shall occur or condition exist, under any
agreement or instrument relating to any such Indebtedness or Contingent
Obligation, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable, or to be required to be repurchased, prior to its stated
maturity, or such Contingent Obligation to become payable or cash collateral in
respect thereof to be demanded; (ii) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from (1) any
event of default under such Swap Contract as to which the Company or


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any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2)
any Termination Event (as so defined) arising due to a "Tax Event Upon Merger"
or a "Credit Event Upon Merger" as to which the Company or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Company or such Subsidiary as a result thereof is greater than
$5,000,000; or (iii) the Company or any Subsidiary fails to perform or observe
any condition or covenant under any contract providing for the issuance of, or
reimbursement of amounts in respect of, Surety Instruments (other than
Non-Surety L/C's), which in such event requires the making of payments in excess
of $5,000,000 in the aggregate, net of the proceeds of insurance policies and
indemnity agreements in favor of the Company or any Subsidiary and received or
reasonably expected to be received thereby.

                  (f) Insolvency; Voluntary Proceedings. Any Borrower or any
Material Subsidiary (i) ceases or fails to be solvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they become due,
subject to applicable grace periods, if any, whether at stated maturity or
otherwise; (ii) voluntarily ceases to conduct its business in the ordinary
course; (iii) commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the foregoing; or

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Subsidiary, or any
writ, judgment, warrant of attachment, execution or similar process, is issued
or levied against a substantial part of the Company's or any Subsidiary's
properties, and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded within 60 days after commencement, filing or
levy; (ii) the Company or any Subsidiary admits the material allegations of a
petition against it in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or
(iii) the Company or any Subsidiary acquiesces in the appointment of a receiver,
trustee, custodian, conservator, liquidator, mortgagee in possession (or agent
therefor), or other similar Person for itself or a substantial portion of its
property or business; or

                  (h) ERISA. (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company or any ERISA Affiliate under
Title IV of ERISA to such Pension Plan or Multiemployer Plan or to the PBGC in
an aggregate amount for all such Pension Plans and Multiemployer Plans in excess
of $5,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all
Pension Plans and Multiemployer Plans at any time exceeds $5,000,000
(determined, in respect of Multiemployer Plans, by reference to the Unfunded
Person Liability for which the Company or any ERISA Affiliate may be liable); or
(iii) the Company or any ERISA Affiliate shall fail to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $5,000,000; or

                  (i) Monetary Judgments. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Subsidiary involving in the aggregate a liability (to
the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related


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series of transactions, incidents or conditions, of $5,000,000 or more, and the
same shall remain unsatisfied, unvacated and unstayed pending appeal for a
period of 10 days after the entry thereof; or

                  (j) Non-Monetary Judgments. Any non-monetary judgment, order
or decree is entered against the Company or any Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be any
period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  (k) Change of Control. There occurs any Change of Control; or

                  (l) Loss of Licenses. Any Governmental Authority revokes or
fails to renew any material license, permit or franchise of the Company or any
Material Subsidiary, or the Company or any Material Subsidiary for any reason
loses any material license, permit or franchise, or the Company or any Material
Subsidiary suffers the imposition of any restraining order, escrow, suspension
or impound of funds in connection with any proceeding (judicial or
administrative) with respect to any material license, permit or franchise; or

                  (m) Guarantor Defaults. Any Guarantor fails in any material
respect to perform or observe any term, covenant or agreement in the Subsidiary
Guaranty; or the Subsidiary Guaranty is for any reason partially (including with
respect to future advances) or wholly revoked or invalidated, or otherwise
ceases to be in full force and effect, or any Guarantor or any other Person
contests in any manner the validity or enforceability thereof or denies that it
has any further liability or obligation thereunder; or any event described at
subsections (f) or (g) of this Section occurs with respect to any Guarantor; or

                  (n) Invalidity of Subordination Provisions. The subordination
provisions of the Senior Subordinated Debt Documents or any agreement or
instrument governing any other subordinated debt with an outstanding principal
amount of $5,000,000 or more are for any reason revoked or invalidated, or
otherwise cease to be in full force and effect, any Person contests in any
manner the validity or enforceability thereof, or the Indebtedness hereunder is
for any reason subordinated or does not have the priority contemplated by this
Agreement or such subordination provisions; or

                  (o) Collateral.

                           (i) any provision of any Collateral Document shall
         for any reason cease to be valid and binding on or enforceable against
         the Company or any Subsidiary party thereto or the Company or any
         Subsidiary shall so state in writing or bring an action to limit its
         obligations or liabilities thereunder; or

                           (ii) any Collateral Document shall for any reason
         (other than pursuant to the terms thereof) cease to create a valid
         security interest in the Collateral purported to be covered thereby or
         such security interest shall for any reason cease to be a perfected and
         first priority security interest subject only to Permitted Liens.


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<PAGE>

         9.02 Remedies. If any Event of Default has occurred and is continuing,
the Agent shall, at the request of, or may, with the consent of, the Required
Lenders,

                  (a) declare the Commitment of each Lender to make Loans and
any obligation of the Issuer to Issue Letters of Credit to be terminated,
whereupon such Commitments and obligation shall be terminated;

                  (b) declare an amount equal to the Dollar Equivalent of the
maximum aggregate amount that is or at any time thereafter may become available
for drawing under any outstanding Letters of Credit (whether or not any
beneficiary shall have presented, or shall be entitled at such time to present,
the drafts or other documents required to draw under such Letters of Credit) to
be immediately due and payable, and declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by each Borrower;
and

                  (c) exercise on behalf of itself and the Lenders all rights
and remedies available to it and the Lenders under the Loan Documents or
applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.01 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each
Lender to make Loans and any obligation of the Issuer to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent, the Issuer or any Lender.

         9.03 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE X

                                    THE AGENT

         10.01 Appointment and Authorization; "Agent". (a) Each Lender hereby
irrevocably (subject to Section 10.09) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent. Without limiting the generality of the
foregoing sentence, the


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use of the term "agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

                  (b) Each Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit Issued by it and the documents associated
therewith until such time and except for so long as the Agent may agree at the
request of the Required Lenders to act for such Issuer with respect thereto;
provided, however, that such Issuer shall have all of the benefits and
immunities (i) provided to the Agent in this Article X with respect to any acts
taken or omissions suffered by the Issuer in connection with Letters of Credit
Issued by it or proposed to be Issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if the
term "Agent", as used in this Article X, included such Issuer with respect to
such acts or omissions, and (ii) as additionally provided in this Agreement with
respect to such Issuer.

         10.02 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

         10.03 Liability of Agent. None of the Agent-Related Persons shall (a)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (b) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or for the value of
or title to any Collateral, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of the Company or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Company or any of the Company's Subsidiaries or
Affiliates.

         10.04 Reliance by Agent. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Company), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking


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or continuing to take any such action. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Lenders.

                  (b) For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to such Lender.

         10.05 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Agent for the account of the Lenders, unless the Agent shall
have received written notice from a Lender or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Lenders in
accordance with Article IX; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Lenders.

         10.06 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, the value of and title to any Collateral, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Lenders by the Agent, the Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come
into the possession of any of the Agent-Related Persons.

         10.07 Indemnification of Agent. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the


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extent not reimbursed by or on behalf of the Company and without limiting the
obligation of the Company to do so), in accordance with such Lender's Pro Rata
Share of all Loans and Commitments, from and against any and all Indemnified
Liabilities; provided, however, that no Lender shall be liable for the payment
to the Agent-Related Persons of any portion of such Indemnified Liabilities
resulting from such Person's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender shall reimburse the Agent upon demand
for its ratable share of any costs or out-of-pocket expenses (including Attorney
Costs) incurred by the Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Agent is not reimbursed for such expenses by or on behalf of the
Company. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of the Agent.

         10.08 Agent in Individual Capacity. BofA and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Agent or an Issuer
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, BofA or its Affiliates may
receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Company or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, BofA
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Agent or an Issuer.

         10.09 Successor Agent. The Agent may, and at the request of the
Required Lenders shall, resign as Agent upon 30 days' notice to the Lenders. If
the Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders subject, so long as no Event
of Default has occurred and is then continuing, to the consent of the Company,
which shall not be unreasonably withheld or delayed. If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent
may appoint, after consulting with the Lenders and the Company, a successor
agent from among the Lenders. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,
powers and duties of the retiring Agent and the term "Agent" shall mean such
successor agent and the retiring Agent's appointment, powers and duties as Agent
shall be terminated. After any retiring Agent's resignation hereunder as Agent,
the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent has accepted appointment as Agent by
the date which is 30 days following a retiring Agent's notice of resignation,
the retiring Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as provided
for above. Notwithstanding the foregoing, however, BofA may not be removed as
the Agent at the request of the Required Lenders unless BofA shall also
simultaneously be replaced as an


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"Issuer" (if any letters of credit Issued by BofA are then outstanding)
hereunder pursuant to documentation in form and substance reasonably
satisfactory to BofA.

         10.10 Withholding Tax. (a) (i) If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Lender agrees with and in favor of the Agent and the
Company, to deliver to the Agent and the Company:

                           (A) if such Lender claims an exemption from, or a
                  reduction of, withholding tax under a United States tax
                  treaty, two properly completed and executed copies of IRS Form
                  W-8BEN before the payment of any interest in the first
                  calendar year and before the payment of any interest in each
                  third succeeding calendar year during which interest may be
                  paid under this Agreement;

                           (B) if such Lender claims that interest paid under
                  this Agreement is exempt from United States withholding tax
                  because it is effectively connected with a United States trade
                  or business of such Lender, two properly completed and
                  executed copies of IRS Form W-8ECI before the payment of any
                  interest is due in the first taxable year of such Lender and
                  in each succeeding taxable year of such Lender during which
                  interest may be paid under this Agreement; and

                           (C) such other form or forms as may be required under
                  the Code or other laws of the United States as a condition to
                  exemption from, or reduction of, United States withholding
                  tax.

Such Lender agrees to promptly notify the Agent and the Company of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

                  (ii) If any foreign Lender claims exemption from U.S. federal
         withholding tax under Section 871(h) or 881(c) of the Code with respect
         to payments of "portfolio interest", such Lender agrees with and in
         favor of the Agent and the Company to deliver to the Agent and the
         Company a Form W-8, or any subsequent versions thereof or successors
         thereto (and, if such Lender delivers a Form W-8, a certificate
         representing that such Lender is not a "bank" for purposes of Section
         881(c) of the Code, is not a 10-percent shareholder (within the meaning
         of Section 871(h)(3)(B) of the Code) of the Company and is not a
         controlled foreign corporation related to the Company (within the
         meaning of Section 864(d)(4) of the Code)).

                  (b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8BEN
and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Company to such Lender, such
Lender agrees to notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Company to such Lender. To the
extent of such percentage amount, the Agent will treat such Lender's IRS Form
W-8BEN as no longer valid.

                  (c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form W-8ECI with the Agent sells, assigns, grants
a participation in, or otherwise


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transfers all or part of the Obligations of the Company to such Lender, such
Lender agrees to undertake sole responsibility for complying with the
withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

                  (d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable withholding tax after taking into account
such reduction. However, if the forms or other documentation required by
subsection (a) of this Section are not delivered to the Agent, then the Agent
may withhold from any interest payment to such Lender not providing such forms
or other documentation an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction.

                  (e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction 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 was not properly executed, or
because such Lender failed to notify the Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax 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 or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, together
with all costs and expenses (including Attorney Costs). The obligation of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent.

         10.11 Collateral Matters. (a) The Agent is authorized on behalf of all
the Lenders, without the necessity of any notice to or further consent from the
Lenders, from time to time to take any action with respect to any Collateral or
the Collateral Documents which may be necessary to perfect and maintain
perfected the security interest in and Liens upon the Collateral granted
pursuant to the Collateral Documents.

                  (b) The Lenders irrevocably authorize the Agent, at its option
and in its discretion, to release any Lien granted to or held by the Agent upon
any Collateral (i) upon termination of the Commitments and payment in full of
all Loans and all other Obligations known to the Agent and payable under this
Agreement or any other Loan Document; (ii) constituting property sold or to be
sold or disposed of as part of or in connection with any disposition permitted
hereunder; (iii) constituting property in which the Company or any Subsidiary
owned no interest at the time the Lien was granted or at any time thereafter;
(iv) constituting property leased to the Company or any Subsidiary under a lease
which has expired or been terminated in a transaction permitted under this
Agreement or is about to expire and which has not been, and is not intended by
the Company or such Subsidiary to be, renewed or extended; (v) consisting of an
instrument evidencing Indebtedness or other debt instrument, if the indebtedness
evidenced thereby has been paid in full; or (vi) if approved, authorized or
ratified in writing by the Required Lenders or all the Lenders, as the case may
be, as provided in subsection 11.01(f). Upon request by the Agent at any time,
the Lenders will confirm in writing the Agent's authority to release particular
types or items of Collateral pursuant to this subsection 10.11(b), provided that
the absence of any such confirmation for whatever reason shall not affect the
Agent's rights under this Section 10.11.


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                  (c) Each Lender agrees with and in favor of each other (which
agreement shall not be for the benefit of the Company or any Subsidiary) that
the Company's obligation to such Lender under this Agreement and the other Loan
Documents is not and shall not be secured by any real property collateral now or
hereafter acquired by such Lender other than the real property described in the
Mortgages.

                  (d) While an Event of Default has occurred and is continuing,
the Agent shall deliver a "Payment Blockage Notice" (as defined in the Senior
Subordinated Indenture) to the Trustee under the Senior Subordinated Indenture
at the direction or with the consent of the Required Lenders.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.01 Amendments and Waivers. Except as expressly provided in the
proviso in Section 8.04(d)(iv), no amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent with respect to any
departure by the Company or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Required Lenders
(or by the Agent at the written request of the Required Lenders) and the Company
and acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Lenders directly affected thereby and
the Company and acknowledged by the Agent, do any of the following:

                  (a) increase or extend the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 9.02) except for
increases pursuant to Section 2.09(c);

                  (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document including without limitation any mandatory prepayment required pursuant
to subsection 2.11(b);

                  (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or (subject to clause (iii) below) any fees or other amounts
payable hereunder or under any other Loan Document;

                  (d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lenders
or any of them to take any action hereunder or reduce the percentage specified
in the definition of "Required Lenders" or, without the consent of each
Revolving Lender, "Required Revolving Lenders"; or

                  (e) amend this Section, or Section 2.18, or any provision
herein providing for consent or other action by all Lenders;


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                  (f) discharge all or substantially all of the Guarantors, or
release all or substantially all of the Collateral except as otherwise may be
provided in the Collateral Documents or except where the consent of the Required
Lenders only is specifically provided for;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuer in addition to the Required Lenders or all the
Lenders, as the case may be, affect the rights or duties of the Issuer under
this Agreement or any L/C-Related Document relating to any Letter of Credit
Issued or to be Issued by it, (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Agent in addition to the Required Lenders or all
the Lenders, as the case may be, affect the rights or duties of the Agent under
this Agreement or any other Loan Document, (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Lender in addition to the
Required Lenders or all the Lenders, as the case may be, affect the rights or
duties of the Swing Line Lender under this Agreement or any other Loan Document,
(iv) no amendment, waiver or consent shall, unless in writing and signed by the
Offshore Currency Fronting Lender in addition to the Required Lenders or all of
the Lenders, as the case may be, affect the rights or duties of the Offshore
Currency Fronting Lender under this Agreement or any other Loan Document, (v)
without limiting clauses (a) through (f) above, no amendment, waiver or consent
shall, unless signed by Lenders holding a majority of a particular Loan
(determined by reference to outstanding Commitments or, if no Commitments are
then outstanding, outstanding principal amount), affect the rights of such
Lenders to receive or defer payment in respect of such Loan, and (vi) the Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing
executed by the parties thereto. Notwithstanding the foregoing, upon the
execution and delivery of all documentation required by Section 2.09(c) to be
delivered in connection with an increase to the Aggregate Revolving Loan
Commitment, this Agreement shall be deemed amended without further action by any
party to reflect, as applicable, the new Lenders and their new Revolving Loan
Commitments and any increase in the Revolving Loan Commitment of any existing
Lender.

         11.02 Notices. (a) All notices, requests, consents, approvals, waivers
and other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by the Company by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on
Schedule 11.02, and (ii) shall be followed promptly by delivery of a hard copy
original thereof) and mailed, faxed or delivered, to the address or facsimile
number specified for notices on Schedule 11.02; or, as directed to the Company
or the Agent, to such other address as shall be designated by such party in a
written notice to the other parties, and as directed to any other party, at such
other address as shall be designated by such party in a written notice to the
Company and the Agent.

                  (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed or delivered, upon delivery; except that
notices pursuant to Article II, III or X to the Agent shall not be effective
until actually received by the Agent, and notices pursuant to Article III to any
Issuer shall not be effective until actually received by such Issuer at the
address specified on Schedule 11.02.


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<PAGE>

                  (c) Any agreement of the Agent and the Lenders herein to
receive certain notices by telephone or facsimile is solely for the convenience
and at the request of the Company. The Agent and the Lenders shall be entitled
to rely on the authority of any Person identifying himself or herself as, and
reasonably appearing to be, a Person authorized by the Company to give such
notice and the Agent and the Lenders shall not have any liability to the Company
or other Person on account of any action taken or not taken by the Agent or the
Lenders in good faith in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans and L/C Obligations shall not be
affected in any way or to any extent by any failure by the Agent and the Lenders
to receive written confirmation of any telephonic or facsimile notice or the
receipt by the Agent and the Lenders of a confirmation which is at variance with
the terms understood by the Agent and the Lenders to be contained in the
telephonic or facsimile notice.

         11.03 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

         11.04 Costs and Expenses. The Company shall:

                  (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse BofA (including in its capacity as Agent and an
Issuer) and the Arranger within five Business Days after demand (subject to
subsection 5.01(e)) for all costs and expenses incurred by BofA (including in
its capacity as Agent and Issuer) and the Arranger in connection with the
development, preparation, delivery, administration, syndication and execution
of, and any amendment, supplement, waiver or modification to (in each case,
whether or not consummated), this Agreement, any Loan Document and any other
documents prepared in connection herewith or therewith, and the consummation of
the transactions contemplated hereby and thereby, including reasonable Attorney
Costs incurred by BofA (including in its capacity as Agent and an Issuer) and
the Arranger with respect thereto;

                  (b) pay or reimburse the Agent, the Arranger and each Lender
within five Business Days after demand (subject to subsection 5.01(e)) for all
costs and expenses (including Attorney Costs) incurred by them in connection
with the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or any other Loan Document during the existence of
an Event of Default or after acceleration of the Loans (including in connection
with any "workout" or restructuring regarding the Loans, and including in any
Insolvency Proceeding or appellate proceeding); and

                  (c) pay or reimburse BofA (including in its capacity as Agent)
within five Business Days after demand (subject to subsection 5.01(e)) for all
reasonable appraisal (including the allocated cost of internal appraisal
services), audit, environmental inspection and review (including the allocated
cost of such internal services), search and filing costs, fees and expenses,
incurred or sustained by BofA (including in its capacity as Agent) in connection
with the matters referred to under subsections (a) and (b) of this Section.


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         11.05 Company Indemnification. (a) The Company shall indemnify, defend
and hold the Agent-Related Persons, and each Lender and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Agent or replacement of any
Lender or assignment by any Lender of its Loans or Commitments) be imposed on,
incurred by or asserted against any Indemnified Person arising out of this
Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or Letters of Credit or the use of the proceeds thereof or related
to any Offshore Currency transactions entered into in connection herewith,
whether or not any Indemnified Person is a party thereto (all the foregoing,
collectively, the "Indemnified Liabilities"); provided, that the Company shall
have no obligation hereunder to any Indemnified Person with respect to
Indemnified Liabilities resulting from (i) the gross negligence or willful
misconduct of such Indemnified Person or (ii) any proceeding initiated by the
Agent against any Lender (except to the extent arising from a breach by such
Lender of its obligations hereunder) or by any Lender against the Agent or any
other Lender (except to the extent arising from a breach by the Agent or such
Lender, as the case may be, of its obligations hereunder). The agreements in
this Section shall survive payment of all other Obligations.

                  (b) (i) The Company shall indemnify, defend and hold harmless
each Indemnified Person, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
or disbursements (including Attorney Costs and the allocated cost of internal
environmental audit or review services), which may be incurred by or asserted
against such Indemnified Person in connection with or arising out of any pending
or threatened investigation, litigation or proceeding, or any action taken by
any Person, with respect to any Environmental Claim arising out of or related to
any property, whether or not subject to a Mortgage in favor of the Agent or any
Lender, or arising out of or related to any operations of the Company or any
Subsidiary. No action taken by legal counsel chosen by the Agent or any Lender
in defending against any such investigation, litigation or proceeding or
requested remedial, removal or response action shall vitiate or any way impair
the Company's obligation and duty hereunder to indemnify and hold harmless the
Agent and each Lender.

                           (ii) In no event shall any site visit, observation,
         or testing by the Agent or any Lender (or any contractee of the Agent
         or any Lender) be deemed a representation or warranty that Hazardous
         Materials are or are not present in, on, or under, the site, or that
         there has been or shall be compliance with any Environmental Law.
         Neither the Company nor any other Person is entitled to rely on any
         site visit, observation, or testing by the Agent or any Lender. Neither
         the Agent nor any Lender owes any duty of care to protect the Company
         or any other Person against, or to inform the Company or any other
         party of, any Hazardous Materials or any other adverse condition
         affecting any site or property. The Agent or any Lender may, at its
         discretion, disclose


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<PAGE>
         to the Company or any other Person any report or findings made as a
         result of, or in connection with, any site visit, observation, or
         testing by the Agent or any Lender. The Company understands and agrees
         that the Agent and the Lenders make no warranty or representation to
         the Company or any other Person regarding the truth, accuracy or
         completeness of any such report or findings that may be disclosed. The
         Company also understands that, depending upon the results of any site
         visit, observation or testing by the Agent or any Lender and disclosed
         to the Company, the Company may have a legal obligation to notify one
         or more environmental agencies of the results and that such reporting
         requirements are site-specific and are to be evaluated by the Company
         without advice or assistance from the Agent or any Lender.

                  (c) The obligations in this Section shall survive payment of
all other Obligations. At the election of any Indemnified Person, the Company
shall defend such Indemnified Person using legal counsel satisfactory to such
Indemnified Person in such Person's sole discretion, at the sole cost and
expense of the Company. All amounts owing under this Section shall be paid
within 30 days after demand.

         11.06 Marshalling; Payments Set Aside. Neither the Agent nor the
Lenders shall be under any obligation to marshall any assets in favor of any
Borrower or any other Person or against or in payment of any or all of the
Obligations. To the extent that any Borrower makes a payment to the Agent or the
Lenders, or the Agent or the Lenders exercise their right of set-off, and such
payment or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Agent or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Lender
severally agrees to pay to the Agent upon demand its pro rata share of any
amount so recovered from or repaid by the Agent.

         11.07 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Lender.

         11.08 Assignments, Participations, etc. (a) Any Lender may, with the
written consent of the Company at all times other than during the existence of
an Event of Default and the Agent, the Swing Line Lender, the Offshore Currency
Fronting Lender and, in respect of assignments of Revolving Loans or a Revolving
Loan Commitment, the Issuer, which consents shall not be unreasonably withheld
or delayed, at any time assign and delegate to one or more Eligible Assignees
(each an "Assignee") all, or any part of all, of the Loans, the Commitments, the
L/C Obligations and the other rights and obligations of such Lender hereunder,
in a minimum amount of $5,000,000 or, if less, the total amount of such Lender's
outstanding Loans and/or Commitments (provided that (x) no written consent of
the Company, the Agent, the Swing Line Lender, the Offshore Currency Fronting
Lender or the Issuer shall be required in connection with any assignment and
delegation by a Lender to an Eligible Assignee that is a Lender or an Affiliate
of such Lender or any Approved Fund and (y) no consent of the Swing Line Lender,
the Offshore Currency Fronting Lender or the Issuer shall be required in respect
of any assignment


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and delegation consisting solely of Term Loans); provided, however, that the
Company and the Agent may continue to deal solely and directly with such Lender
in connection with the interest so assigned to an Assignee until (i) written
notice of such assignment, together with payment instructions, addresses and
related information with respect to the Assignee, shall have been given to the
Company and the Agent by such Lender and the Assignee; (ii) such Lender and its
Assignee shall have delivered to the Company and the Agent an Assignment and
Acceptance in the form of Exhibit D ("Assignment and Acceptance") together with
any Note or Notes subject to such assignment and (iii) the assignor Lender or
Assignee has paid to the Agent a processing fee in the amount of $3,500;
provided, that in the case of contemporaneous assignments by a Lender to more
than one fund managed by the same investment advisor, only a single fee of
$3,500 shall be payable for all such contemporaneous assignments.

                  (b) From and after the date that the Agent notifies the
assignor Lender that it has received (and, if required, provided its consent
with respect to) an executed Assignment and Acceptance and payment of the
above-referenced processing fee, (i) the Assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder (including
without limitation any obligations under Section 10.10) have been assigned to it
pursuant to such Assignment and Acceptance, shall have the rights and
obligations of a Lender under the Loan Documents, and (ii) the assignor Lender
shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents.

                  (c) Within five Business Days after its receipt of notice by
the Agent that it has received an executed Assignment and Acceptance and payment
of the processing fee, (and, if required, provided that it consents to such
assignment in accordance with subsection 11.08(a)), the Company shall execute
and deliver to the Agent new Notes evidencing such Assignee's assigned Loans and
Commitment and, if the assignor Lender has retained a portion of its Loans and
its Commitment, replacement Notes in the principal amount of the Loans retained
by the assignor Lender (such Notes to be in exchange for, but not in payment of,
the Notes held by such Lender). Immediately upon each Assignee's making its
processing fee payment under the Assignment and Acceptance, this Agreement shall
be deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Lender pro tanto.

                  (d) The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders and the Commitments of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in such register
shall be conclusive, in the absence of manifest error, and the Company, the
Agent and the Lenders shall treat each person whose name is recorded in such
register as the owner of the Commitments and the Loans recorded therein for all
purposes of this Agreement. The register shall be available for inspection by
the Company, any Lender and their representatives, at any reasonable time and
from time to time upon reasonable prior notice.

                  (e) Any Lender may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "Participant")
participating interests in any Loans, the Commitment of that Lender and the
other interests of that Lender (the "originating


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Lender") hereunder and under the other Loan Documents; provided, however, that
(i) the originating Lender's obligations under this Agreement shall remain
unchanged, (ii) the originating Lender shall remain solely responsible for the
performance of such obligations, (iii) the Company, each Issuer and the Agent
shall continue to deal solely and directly with the originating Lender in
connection with the originating Lender's rights and obligations under this
Agreement and the other Loan Documents, and (iv) no Lender shall transfer or
grant any participating interest under which the Participant has rights to
approve any amendment to, or any consent or waiver with respect to, this
Agreement or any other Loan Document, except to the extent such amendment,
consent or waiver would require unanimous consent of the Lenders as described in
clause (a) (but only in respect of any increase of any Commitment of any
Originating Lender), (b), (c) or (f) of the first proviso to Section 11.01. In
the case of any such participation, the Participant shall be entitled to the
benefit of Sections 4.01, 4.03 and 11.05 as though it were also a Lender
hereunder, and if amounts outstanding under this Agreement are due and unpaid,
or shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement.

                  (f) Notwithstanding any other provision in this Agreement, (i)
any Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Notes held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank
may enforce such pledge or security interest in any manner permitted under
applicable law and (ii) any Lender that is a fund that invests in bank loans
may, without the consent of the Agent or the Company, pledge all or any portion
of its rights under and interest in this Agreement to any trustee or to any
other representative of holders of obligations owed or securities issued by such
fund as security for such obligations or securities; provided, that any transfer
to any Person upon the enforcement of such pledge or security interest may only
be made subject to Section 11.08.

         11.09 Confidentiality. Each Lender agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information provided to it by the Company or
any Subsidiary, or by the Agent on the Company's or such Subsidiary's behalf,
under this Agreement or any other Loan Document, and neither it nor any of its
Affiliates shall use any such information other than in connection with or in
enforcement of this Agreement and the other Loan Documents or in connection with
other business now or hereafter existing or contemplated with the Company or any
Subsidiary; except to the extent such information (i) was or becomes generally
available to the public other than as a result of disclosure by the Lender or
its Affiliates, or (ii) was or becomes available on a non-confidential basis
from a source other than the Company, provided that such source is not bound by
a confidentiality agreement with the Company known to the Lender; provided,
however, that any Lender may disclose such information (A) at the request or
pursuant to any requirement of any Governmental Authority to which the Lender is
subject or in connection with an examination of such Lender by any such
authority; (B) pursuant to subpoena or other court process; (C) when required to
do so in accordance with the provisions of any applicable


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Requirement of Law; (D) to the extent reasonably required in connection with any
litigation or proceeding involving the Company to which the Agent, any Lender or
their respective Affiliates may be party; (E) to the extent reasonably required
in connection with the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Lender's independent auditors and other professional
advisors; (G) to any Participant or Assignee, actual or potential, provided that
such Person agrees in writing to keep such information confidential to the same
extent required of the Lenders hereunder; (H) as to any Lender or its Affiliate,
as expressly permitted under the terms of any other document or agreement
regarding confidentiality to which the Company or any Subsidiary is party or is
deemed party with such Lender or such Affiliate; (I) to its Affiliates, provided
that such Person is advised of the confidentiality requirements set forth
herein; and (J) to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires
access to information about such Lender's investment portfolio in connection
with ratings issued with respect to such Lender.

         11.10 Set-off. In addition to any rights and remedies of the Lenders
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to any Borrower, any such notice being waived by each
Borrower to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of such Borrower against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Agent or such Lender shall have made demand under this Agreement or any Loan
Document and although such Obligations may be contingent or unmatured. Each
Lender agrees promptly to notify the Company and the Agent after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application.

         11.11 Automatic Debits of Fees. With respect to any commitment fee,
arrangement fee, letter of credit fee or other fee, or any other cost or expense
(including Attorney Costs) due and payable to the Agent, any Issuer, BofA or the
Arranger under the Loan Documents, the Company hereby irrevocably authorizes
BofA to debit any deposit account of the Company with BofA in an amount such
that the aggregate amount debited from all such deposit accounts does not exceed
such fee or other cost or expense; provided, that so long as no Event of Default
has occurred and is continuing, BofA has given notice to the Company thereof not
later than 9:00 a.m. (local time) on the date of such debit. If there are
insufficient funds in such deposit accounts to cover the amount of the fee or
other cost or expense then due, such debits will be reversed so as not to create
an overdraft (in whole or in part, in BofA's sole discretion) and such amount
not debited shall be deemed to be unpaid. No such debit under this Section shall
be deemed a set-off.

         11.12 Notification of Addresses, Lending Offices, Etc. Each Lender
shall notify the Agent in writing of any changes in the address to which notices
to the Lender should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.


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         11.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         11.14 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         11.15 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Borrowers, the Lenders,
the Agent and the Agent-Related Persons, and their permitted successors and
assigns, and no other Person shall be a direct or indirect legal beneficiary of,
or have any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

         11.16 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE
STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF);
PROVIDED THAT THE BORROWERS, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE AGENT
AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS, THE AGENT AND
THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE
BORROWERS, THE AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
ILLINOIS LAW.

         11.17 WAIVER OF JURY TRIAL. THE BORROWERS, THE LENDERS AND THE AGENT
EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWERS, THE
LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A


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JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

         11.18 Judgment. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or under any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the Agent could
purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Agent or any Lender hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by the Agent or such Lender of any sum adjudged to be so due in the
Judgment Currency, the Agent or such Lender may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the sum
originally due to the Agent or such Lender in the Agreement Currency, each
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Agent or such Lender or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Agent or such Lender in such
currency, the Agent or such Lender agrees to return the amount of any excess to
such Borrower (or to any other Person who may be entitled thereto under
applicable law).

         11.19 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Borrowers,
the Lenders and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

         11.20 Restatement Date. The Company, each Lender and the Agent agree
that on the Restatement Date the following transactions shall be deemed to occur
automatically, without further action by any party hereto:

                  (a) The Prior Credit Agreement shall be deemed to be amended
and restated in its entirety in the form of this Agreement.

                  (b) The Agent shall, promptly after receipt of the Notes
reflecting the amendments to the Prior Credit Agreement effected hereunder,
cancel and return to the Company (upon receipt from the Lenders) the promissory
notes being replaced by such Notes.

         The Company, each Lender, and the Agent agree that (i) the restatement
transactions provided in the foregoing sentence shall not be effective until the
execution of this Agreement by


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all of the parties hereto and the satisfaction of the conditions precedent set
forth in Section 5.01 hereof; (ii) all terms and conditions of the Prior Credit
Agreement which are amended and restated by this Agreement shall remain
effective until such amendment and restatement becomes effective hereunder, and
thereafter shall continue to be effective only as amended and restated by this
Agreement and (iii) the representations, warranties and covenants set forth
herein shall become effective concurrently with the execution of this Agreement
by all of the parties hereto.

         11.21 Return of Notes. Each Lender which is a party to the Prior Credit
Agreement agrees that, upon receipt of its Notes pursuant to Section 5.01(a) it
shall return to the Company for cancellation any "Notes" issued to it under the
Prior Credit Agreement.

         11.22 Departing Lenders. Upon the effectiveness of this Agreement and
the payment to each Departing Lender of the "Obligations" due it under the Prior
Credit Agreement, (a) the Departing Lenders shall have no further Commitment
hereunder and (b) the Departing Lenders shall cease to have any rights or duties
as Lenders hereunder; provided, that the Departing Lenders shall remain entitled
to indemnities hereunder which by their terms survive termination of this
Agreement.

         11.23 Collateral Documents. Each Lender hereby consents to (and
authorizes the Agent to execute on the Restatement Date) such amendment,
reaffirmation and joinder agreements with respect to the Collateral Documents as
may be satisfactory to the Agent.


                                  ARTICLE XII

                                COMPANY GUARANTY


         12.01 The Guaranty. In order to induce the Lenders to enter into this
Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by the Company from the proceeds of the Loans and the
issuance of the Letters of Credit, the Company hereby agrees with the Lenders as
follows: the Company hereby unconditionally and irrevocably guarantees as
primary obligor and not merely as surety the full and prompt payment when due,
whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors.
If any or all of the Guaranteed Obligations of such Borrowers to the Guaranteed
Creditors becomes due and payable hereunder, the Company unconditionally
promises to pay such indebtedness to the Agent and/or the Lenders, on demand,
together with any and all expenses which may be incurred by the Agent or the
Lenders in collecting any of the Guaranteed Obligations. If claim is ever made
upon any Guaranteed Creditor for repayment or recovery of any amount or amounts
received in payment or on account of any of the Guaranteed Obligations and any
of the aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrowers), then and in such event the Company agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon the
Company, notwithstanding any revocation


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<PAGE>
of this Guaranty or other instrument evidencing any liability of any Borrower,
and the Company shall be and remain liable to the aforesaid payees hereunder for
the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.

         12.02 Insolvency. Additionally, the Company unconditionally and
irrevocably guarantees the payment of the Dollar Equivalent of any and all of
the Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed
Creditors whether or not due or payable by any Borrower upon the occurrence of
any of the events specified in Sections 9.01(f) or (g), and unconditionally
promises to pay the Dollar Equivalent of such Guaranteed Obligations to the
Guaranteed Creditors, or order, on demand, in lawful money of the United States.

         12.03 Nature of Liability. The liability of the Company hereunder is
exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of any Borrower whether executed by the Company, any
other guarantor or by any other party, and the liability of the Company
hereunder is not affected or impaired by (a) any direction as to application of
payment by any Borrower or by any other party; or (b) any other continuing or
other guaranty, undertaking or maximum liability of a guarantor or of any other
party as to the Guaranteed Obligations of any Borrower; or (c) any payment on or
in reduction of any such other guaranty or undertaking; or (d) any dissolution,
termination or increase, decrease or change in personnel by any Borrower; or (e)
any payment made to any Guaranteed Creditor on the Guaranteed Obligations which
any such Guaranteed Creditor repays to any Borrower pursuant to court order in
any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and the Company waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding.

         12.04 Independent Obligation. The obligations of the Company hereunder
are independent of the obligations of any other guarantor, any other party or
any Borrower, and a separate action or actions may be brought and prosecuted
against the Company whether or not action is brought against any other
guarantor, any other party or any Borrower and whether or not any other
guarantor, any other party or any Borrower is joined in any such action or
actions. The Company waives, to the full extent permitted by law, the benefit of
any statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by a Borrower or other circumstance which operates to toll
any statute of limitations as to such Borrower shall operate to toll the statute
of limitations as to the Company's obligations under this Article XII.

         12.05 Authorization. The Company authorizes the Guaranteed Creditors
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:

                  (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew, increase, accelerate or alter,
any of the Guaranteed Obligations (including any increase or decrease in the
rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and the Guaranty herein made shall
apply to the Guaranteed Obligations as so changed, extended, renewed or altered;


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<PAGE>

                  (b) take and hold security for the payment of the Guaranteed
Obligations and sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;

                  (c) exercise or refrain from exercising any rights against any
Borrower or others or otherwise act or refrain from acting;

                  (d) release or substitute any one or more endorsers,
guarantors, Borrowers or other obligors;

                  (e) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of any Borrower to its creditors other than the
Guaranteed Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of any Borrower to the Guaranteed Creditors
regardless of what liability or liabilities of the Company or any Borrower
remain unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
default under, this Agreement or any of the instruments or agreements referred
to herein, or otherwise amend, modify or supplement this Agreement or any of
such other instruments or agreements; and/or

                  (h) take any other action which would, under otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of the Company from its liabilities under this Guaranty.

         12.06 Reliance. It is not necessary for any Guaranteed Creditor to
inquire into the capacity or powers of any Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
Guaranteed Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

         12.07 Subordination. Any of the indebtedness of each Borrower relating
to the Guaranteed Obligations now or hereafter owing to the Company is hereby
subordinated to the Guaranteed Obligations of such Borrower owing to the
Guaranteed Creditors, and if the Agent so requests at a time when an Event of
Default exists, all such indebtedness relating to the Guaranteed Obligations of
such Borrower to the Company shall be collected, enforced and received by the
Company for the benefit of the Guaranteed Creditors and be paid over to the
Agent on behalf of the Guaranteed Creditors on account of the Guaranteed
Obligations of such Borrower to the Guaranteed Creditors, but without affecting
or impairing in any manner the liability of the Company under the other
provisions of this Guaranty. Prior to the transfer by the Company of any note or
negotiable instrument evidencing any of the indebtedness relating to the
Guaranteed Obligations of such Borrower to the Company, the Company shall mark
such note or negotiable instrument with a legend that the same is subject to
this subordination. Without


                                       108
<PAGE>
limiting the generality of the foregoing, the Company hereby agrees with the
Guaranteed Creditors that it will not exercise any right of subrogation which it
may at any time otherwise have as a result of this Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been irrevocably paid in full in cash.

         12.08 Waiver.

                  (a) The Company waives any right (except as shall be required
by applicable statute and cannot be waived) to require any Guaranteed Creditor
to (i) proceed against any Borrower, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from any Borrower, any other
guarantor or any other party or (iii) pursue any other remedy in any Guaranteed
Creditor's power whatsoever. The Company waives any defense based on or arising
out of any defense of any Borrower, any other guarantor or any other party,
other than payment in full of the Guaranteed Obligations, based on or arising
out of the disability of any Borrower, any other guarantor or any other party,
or the validity, legality or unenforceability of the Guaranteed Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of any Borrower other than payment in full of the Guaranteed
Obligations. The Guaranteed Creditors may, at their election, foreclose on any
security held by the Agent or any other Guaranteed Creditor by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable
law), or exercise any other right or remedy the Guaranteed Creditors may have
against any Borrower or any other party, or any security, without affecting or
impairing in any way the liability of the Company hereunder except to the extent
the Guaranteed Obligations have been paid. The Company waives any defense
arising out of any such election by the Guaranteed Creditors, even though such
election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of the Company against any Borrower or any
other party or any security.

                  (b) Except as otherwise expressly provided in this Agreement,
the Company waives all presentments, demands for performance, protests and
notices, including without limitation notices of nonperformance, notices of
protest, notices of dishonor, notices of acceptance of this Guaranty, and
notices of the existence, creation or incurring of new or additional Guaranteed
Obligations. The Company assumes all responsibility for being and keeping itself
informed of each Borrower's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks which the Company assumes and
incurs hereunder, and agrees that the Agent and the Lenders shall have no duty
to advise the Company of information known to them regarding such circumstances
or risks.

         12.09 Nature of Liability. It is the desire and intent of the Company
and the Guaranteed Creditors that this Guaranty shall be enforced against the
Company to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of the Company under this Guaranty shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of the Guaranteed
Obligations shall be deemed to be reduced and the


                                       109
<PAGE>
Company shall pay the maximum amount of the Guaranteed Obligations which would
be permissible under applicable law.


                                             [signature pages follow]




                                       110

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Chicago, Illinois by their proper and duly
authorized officers as of the day and year first above written.

                                    OSHKOSH TRUCK CORPORATION


                                    By: /s/ Scott L. Ney
                                        ---------------------------------------
                                    Title: Vice President and Treasurer


                                    BANK OF AMERICA, N.A., as Agent


                                    By: /s/ David A. Johanson
                                        ----------------------------------------
                                    Title: Vice President


                                    BANK OF AMERICA, N.A., as a Lender,
                                    as Swing Line Lender


                                    By: /s/
                                        ----------------------------------------
                                    Title: Senior Vice President

                                    [Other Lenders to be added]


                                    BANK ONE, N.A. (Main Office Chicago), as
                                    Syndication Agent


                                    By: /s/A. F. Maggada
                                        ---------------------------------------
                                    Title: Managing Director


                                    FIRSTAR BANK, N.A.


                                    By: /s/David M. Hirsch
                                        ----------------------------------------
                                    Title: Assistant Vice President


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<PAGE>

                                    CREDIT LYONNAIS CHICAGO BRANCH


                                    By: /s/Joseph A. Philbin
                                        ----------------------------------------
                                    Title: Vice President


                                    U.S. BANK NATIONAL ASSOCIATION


                                    By: /s/
                                        ----------------------------------------
                                    Title: Senior Vice President


                                    THE BANK OF NEW YORK


                                    By: /s/John M. Lokay, Jr.
                                        ----------------------------------------
                                    Title: Vice President


                                    COMERICA BANK


                                    By: /s/
                                        ---------------------------------------
                                    Title: Vice President


                                    SUNTRUST BANK


                                    By: /s/William C. Humphries
                                        ----------------------------------------
                                    Title: Director


                                    FIRST UNION NATIONAL BANK


                                    By: /s/
                                        ----------------------------------------
                                    Title: Vice President


                                    THE FUJI BANK, LIMITED


                                    By: /s/Peter L. Chinnici
                                        ----------------------------------------
                                    Title: Senior Vice President and Group Head


                                    HARRIS TRUST AND SAVINGS BANK


                                    By: /s/George M. Daly
                                        ----------------------------------------
                                    Title: Vice President


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<PAGE>

                                    LASALLE BANK NATIONAL ASSOCIATION


                                    By: /s/Lou D. Banach
                                        ----------------------------------------
                                    Title: Vice President and Senior Lender


                                    M&I MARSHALL & ILSLEY BANK


                                    By: /s/
                                        ----------------------------------------
                                    Title: Vice President

                                    By: /s/ Ronald Carey
                                        ----------------------------------------
                                    Title: Vice President


                                    BANK OF SCOTLAND


                                    By: /s/Joseph Fratus
                                        ----------------------------------------
                                    Title: Vice President


                                    THE NORTHERN TRUST COMPANY


                                    By: /s/
                                        ----------------------------------------
                                    Title: Vice President


                                       113