FIRST AMENDMENT, dated as of November 11, 1997 (this "First Amendment"),
to the CREDIT AGREEMENT, dated as of June 12, 1997, among:

(a)	HEDSTROM CORPORATION, a Delaware corporation (the "Borrower");

(b)	HEDSTROM HOLDINGS, INC., a Delaware corporation (the "Parent");

(c)	the Lenders from time to time parties thereto;

(d)     SOCIETE GENERALE, as Documentation Agent for the Lenders;

(e)	UBS SECURITIES LLC, as Syndication Agent for the Lenders; and

(f)	CREDIT SUISSE FIRST BOSTON, as Administrative Agent for the Lenders.


                          W I T N E S S E T H :


           WHEREAS, the parties hereto wish to amend certain provisions of
the Credit Agreement on the terms set forth herein:

           NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

           1. Definitions.  Unless otherwise defined herein, terms defined
           in the Credit Agreement shall be used as so defined.

           2. Amendment to Subsection 1.1 of the Credit Agreement.  

           A. Amendment to Subsection 1.1.  Subsection 1.1 of the Credit
       Agreement is hereby amended by deleting in its entirety the definitions
       of "Aggregate Tranche B Commitment", "Clean-Down Amount" and "Tranche B
       Loan" and adding the following definitions:

               `Aggregate Tranche B Commitment':  $45,000,000, as such amount
            may be reduced from time to time pursuant to this Agreement.

               `Clean-Down Amount':  the amount equal to $10,000,000 for
            fiscal years 1998 and 1999 and $15,000,000 for each fiscal year
            thereafter; provided that with respect to each such fiscal year
            such amount shall be increased by the lesser of (a) $15,000,000
            and (b) the aggregate principal amount of the Revolving Credit
            Loans borrowed to consummate the acquisition permitted by
            subsection 11.10(n)(i).

               `First Amendment Effective Date': as defined in the First
            Amendment dated as of November 11, 1997 to this Agreement.

               `Tranche B Loans':  as defined in subsection 3.1."

           3. Amendment to Section 3.  Section 3 of the Credit Agreement is
  hereby amended in its entirety by deleting such Section in its entirety and
  substituting in lieu thereof the following:

             "SECTION III.  AMOUNT AND TERMS OF TRANCHE B LOAN
                                COMMITMENTS

                  3.1. Tranche B Loans. (a) Subject to the terms and
  conditions hereof, each Tranche B Lender severally agrees to (a) continue
  the Tranche B Loans outstanding on the First Amendment Effective Date
  pursuant to the terms hereof and (b) make a term loan (the Tranche B Loans
  continued or made pursuant to clauses (a) and (b), collectively, the
  "Tranche B Loans") to the Borrower prior to December 31,1997 in an amount
  not to exceed such Tranche B Lender's Tranche B Commitment Percentage of
  $10,000,000.  The Tranche B Loans may from time to time be (a) Eurodollar
  Loans, (b) ABR Loans or (c) a combination thereof, as determined by the
  Borrower and notified to the Administrative Agent in accordance with
  subsections 3.2 and 7.6.  The Borrower shall have the right, upon not less
  than one Business Day's notice to the Administrative Agent, to terminate up
  to $10,000,000 of the Aggregate Tranche B Commitment or, from time to time
  prior to any borrowing pursuant to subsection 3.2, to reduce the amount
  thereof.  Any such reduction shall be in an amount equal to $1,000,000 or
  a whole multiple of $250,000 in excess thereof and shall reduce permanently
  the Aggregate Tranche B Commitment then in effect.

                    (b) Subsequent to a Notice of Borrowing given by the
  Borrower pursuant to subsection 3.2 and immediately prior to any borrowing
  of Tranche B Loans, without the necessity of further action by any party,
  one or more Tranche B Lenders (the "Selling Lenders") as specified on
  Schedule 1.1C hereto shall sell, transfer and assign to one or more other
  Tranche B Lenders (the "Purchasing Lenders") as specified on Schedule 1.1C
  hereto a portion of the Selling Lender's right, title and interest in and
  to its Tranche B Term Loans as specified on Schedule 1.1C hereto, without
  recourse, representation or warranty, and each Purchasing Lender shall
  purchase, take and acquire from a Selling Lender a portion of such Selling
  Lender's right, title and interest in and to its Tranche B Term Loans as
  specified on Schedule 1.1C hereto, so that after giving effect to all such
  transfers, each Tranche B Lender's interest in the Tranche B Term Loans
  shall be as specified on Schedule 1.1C hereto.

                  3.2.  Procedure for Tranche B Loan Borrowing.  The Borrower
  shall give the Administrative Agent its irrevocable Notice of Borrowing
  (which notice must be received by the Administrative Agent prior to 11:00
  A.M., New York City time, (a) three Business Days prior to the requested
  Borrowing Date, if all or any part of the requested Tranche B Loans are to
  be initially Eurodollar Loans or (b) on the requested Borrowing Date,
  otherwise) requesting that the Tranche B Lenders make the Tranche B Loans
  on the requested Borrowing Date and specifying the amount to be borrowed.
  Upon receipt of such Notice of Borrowing, the Administrative Agent shall
  promptly notify each Tranche B Lender thereof.  Each Tranche B Lender will
  make the amount of its pro rata share of the Tranche B Loans available to
  the Administrative Agent for the account of the Borrower at the office of
  the Administrative Agent specified in subsection 14.2 prior to 11:00 A.M.,
  New York City time, on the Borrowing Date in funds immediately available
  to the Administrative Agent.  Such Tranche B Loans will then be made
  available to the Borrower by the Administrative Agent transferring to the
  account directed by the Borrower (which account need not be maintained by
  the Administrative Agent) with the aggregate of the amounts made available
  to the Administrative Agent by the Tranche B Lenders and in like funds as
  received by the Administrative Agent.

                  3.3.  Amortization of Tranche B Loans.  (a)  The Borrower
  shall repay the Tranche B Loans on each date set forth below by the amount
  set forth below opposite such date:

                      Period                  Amount
                      December 31, 1997      $158,460
                      March 31, 1998          158,460
                      June 30, 1998           158,460
                      September 30, 1998      158,460
                      December 31, 1998       158,460
                      March 31, 1999          158,460
                      June 30, 1999           158,460
                      September 30, 1999      158,460
                      December 31, 1999       158,460
                      March 31, 2000          158,460
                      June 30, 2000           158,460
                      September 30, 2000      158,460
                      December 31, 2000       158,460
                      March 31, 2001          158,460
                      June 30, 2001           158,460
                      September 30, 2001      158,460
                      December 31, 2001       158,460
                      March 31, 2003        6,338,020
                      June 30, 2003         1,584,510
                      September 30, 2003    6,338,020
                      December 31, 2003     1,584,510
                      March 31, 2004        6,845,065
                      June 30, 2004         1,711,265
                      September 30, 2004    6,845,065
                      December 31, 2004     1,711,265
                      March 31, 2005        6,464,785
                      June 30, 2005         2,249,835

                    (b)  The Borrower shall repay any then outstanding Tranche
  B Loans on June 30, 2005.

                  3.4.  Use of Proceeds of Tranche B Loans.  The proceeds of
  the Tranche B Loans shall be utilized by the Borrower only (a) to finance
  the purchase by AcquisitionCo of the Tendered Shares, (b) to finance the
  Merger, (c) to refinance outstanding Indebtedness of the Borrower and its
  Subsidiaries (including, without limitation, ERO), (d) to finance the
  acquisition permitted by subsection 11.10(n)(ii) and (e) to pay any fees
  and expenses relating thereto."

                  4. Amendment to Section 7.  Subsection 7.2 is hereby amended
  by adding "(a)" immediately prior to the text thereof and adding at the end
  thereof the following paragraph:

                     "(b)  The Borrower agrees to pay to the Administrative
                Agent for the account of each Purchasing Lender specified
                on Schedule 1.1C a commitment fee for the period from and
                including the First Amendment Effective Date to but excluding
                the earliest of (a) December 31, 1997, (b) subsequent Borrowing
                Date for Tranche B Loans (as to which the Borrower has given
                notice pursuant to subsection 3.2) and (c) the date on which
                the Tranche B Commitments shall terminate as provided herein,
                computed at the rate equal to 1/2 of 1% per annum on the
                Tranche B Commitment of such Purchasing Lender (or any assignee
                who purchases such Tranche B Commitment pursuant to the terms
                hereof), payable quarterly in arrears on the earlier of (i)
                the last Business Day of December 1997 or (ii) the date on
                which the Tranche B Commitments shall terminate as provided
                herein, commencing on the first of such dates to occur after
                the date hereof."

                   5. Amendments to Section 11.  

                   A.  Amendment to Subsection 11.1.  Subsection 11.1 is hereby
                amended by deleting the paragraph at the end of such subsection
                (which paragraph begins with the word "Notwithstanding") and
                substituting the following paragraph in lieu thereof:

                         "Notwithstanding anything to the contrary herein, for
                   the purposes of determining the Leverage Ratio and the
                   Consolidated Interest Coverage Ratio for the periods ending
                   on or about December 31, 1997, March 31, 1998, June 30, 1998
                   and September 30, 1998, (i) Consolidated EBITDA for the
                   relevant period shall be deemed to equal actual Consolidated
                   EBITDA for such period (commencing with the period ended on
                   or about June 30, 1997) plus $17,000,000, $8,000,000,
                   $4,000,000 and $2,500,000, respectively; and (ii)
                   Consolidated Interest Expense for the relevant period shall
                   be deemed to equal actual Consolidated Interest Expense for
                   such period (since on or about October 1, 1997) multiplied
                   by 4, 2 and 4/3, respectively."

                   B.  Amendment to Subsection 11.10.  Subsection 11.10 is
                hereby amended by adding the following paragraph "(n)" at the
                end of such subsection (and adjusting the punctuation at the
                end of paragraph (m) accordingly):

			"(n)  so long as after giving effect thereto no Default
                   or Event of Default shall have occurred and be continuing
                   or would result therefrom, (i) the Borrower may use proceeds
                   of Revolving Credit Loans to acquire certain assets of
                   Bollinger Industries, Inc. on terms and conditions reasonably
                   satisfactory to the Required Lenders so long as the
                   aggregate amount of consideration paid in connection
                   therewith (which may include Indebtedness permitted by
                   subsection 11.2(m)) shall not exceed approximately
                   $15,000,000 and (ii) the Borrower may purchase the assets
                   of RDM Sports Group, Inc. on terms and conditions reasonably
                   satisfactory to the Required Lenders so long as the
                   aggregate amount of consideration paid in connection
                   therewith (which may include Indebtedness permitted by
                   subsection 11.2(m)) shall not exceed $10,000,000, provided
                   that, in the case of clauses (i) and (ii), (A) such actions
                   as may be required or reasonably requested to ensure that
                   the Administrative Agent, for the ratable benefit of the
                   Lenders, has a perfected first priority security interest in
                   any assets acquired, subject to Liens permitted by
                   subsection 11.3, shall have been taken, (B) (I) on a pro
                   forma basis for the period of four consecutive fiscal
                   quarters most recently ended (assuming the consummation of
                   such acquisition and the incurrence or assumption of any
                   Indebtedness in connection therewith occurred on the first
                   day of such period of four consecutive fiscal quarters), the
                   Borrower shall be in compliance with the covenants contained
                   in subsection 11.1 and (II) the Administrative Agent shall
                   have received calculations in reasonable detail reasonably
                   satisfactory to it showing compliance with the requirements
                   of this clause (B) certified by a Responsible Officer of the
                   Borrower and (C) such acquisitions are Permitted
                   Acquisitions."

                   6. Amendment to Schedule 1.1A.  Schedule 1.1A to the Credit
                Agreement is hereby amended by deleting Schedule 1.1A in its
                entirety and substituting in lieu thereof Annex A hereto.

                   7. Addition of Schedule 1.1C.  Schedule 1.1C in the form of
                Annex B hereto is hereby added to the Credit Agreement.

                   8. Effective Date.  This First Amendment will become
                effective as of the date (the "First Amendment Effective Date")
                hereof upon its execution by the Borrower and the Required
                Lenders in accordance with the terms of the Credit Agreement.

                   9. Representations and Warranties.  The Borrower represents
                   and warrants to each Lender that (a) this First Amendment
                   constitutes the legal, valid and binding obligation of the
                   Borrower, enforceable against it in accordance with its
                   terms, except as such enforcement may be limited by
                   bankruptcy, insolvency, fraudulent conveyances,
                   reorganization, moratorium or similar laws affecting
                   creditors' rights generally, by general equitable
                   principles (whether enforcement is sought by proceedings
                   in equity or at law) and by an implied covenant of good
                   faith and fair dealing, (b) the representations and
                   warranties made by the Credit Parties in the Credit
                   Documents are true and correct in all material respects
                   on and as of the date hereof (except to the extent that
                   such representations and warranties are expressly stated
                   to relate to an earlier date, in which case such
                   representations and warranties shall have been true and
                   correct in all material respects on and as of such earlier
                   date) and (c) no Default or Event of Default has occurred
                   and is continuing as of the date hereof.

                   10. Continuing Effect.  Except as expressly waived or
                amended hereby, the Credit Agreement shall continue to be and
                shall remain in full force and effect in accordance with its
                terms.

                   11. GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED
                BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
                OF THE STATE OF NEW YORK.

                   12. Counterparts.  This First Amendment may be executed by
               the parties hereto in any number of separate counterparts, and
               all of said counterparts taken together shall be deemed to
               constitute one and the same instrument.

                   13. Payment of Expenses.  The Borrower agrees to pay and
                reimburse the Administrative Agent for all of its out-of-pocket
                costs and reasonable expenses incurred in connection with this
                First Amendment, including, without limitation, the reasonable
                fees and disbursements of counsel to the Administrative Agent.

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

HEDSTROM CORPORATION


By:	                                                     
	Title: 


CREDIT SUISSE FIRST BOSTON, as
   Administrative Agent


By:	                                                    
	Title: 


By:	                                                     
	Title: 


CREDIT SUISSE FIRST BOSTON, as a Lender


By:	                                                    
	Title: 


By:	                                                    
	Title: 


SOCIETE GENERALE, as a Lender


By:	                                                    
	Title:


UNION BANK OF SWITZERLAND, NEW YORK BRANCH, as a Lender


By:	                                                    
	Title: 


By:	                                                    
	Title: 


BANK POLSKA KASA OPIEKI S.A. -
PEKAO S.A. GROUP


By:	                                                    
	Title: 

BHF-BANK AKTIENGESELLSCHAFT


By:	                                                    
	Title: 


By:	                                                    
	Title: 


CITICORP USA, INC.


By:	                                                    
	Title: 

 
DEEPROCK & COMPANY
By: Eaton Vance Management,
as Investment Advisor


By:	                                                    
	Title: 



THE FIRST NATIONAL BANK OF CHICAGO


By:	                                                    
	Title: 


FIRST SOURCE FINANCIAL, LLP
By: First Source Financial, Inc.,
as Agent/Manager


By:	                                                    
	Title: 


MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.


By:	                                                    
	Title: 


MERRILL LYNCH DEBT STRATEGIES FUND, INC.


By:	                                                    
	Title: 

MERRILL LYNCH PRIME RATE PORTFOLIO
By:	Merrill Lynch Asset Management,
	L.P., as Investment Advisor


By:	                                                    
	Title: 



MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By:	Merrill Lynch Asset Management,
	L.P., as Investment Advisor


By:	                                                    
	Title: 


NATIONAL WESTMINSTER BANK PLC


By:	                                                    
	Title: 


ORIX USA CORPORATION



By:	                                                    
	Title: 


SANWA BUSINESS CREDIT CORPORATION


By:	                                                    
	Title:


SENIOR DEBT PORTFOLIO
By:	BOSTON MANAGEMENT AND 	RESEARCH, as Investment Advisor


By:	                                                    
	Title:



PAMCO CAYMAN LTD., by Protective Asset Management as Collateral Manager


By:	                                                    
	Title:


THE CHASE MANHATTAN BANK


By:	                                                    
	Title:




     SECOND AMENDMENT, dated as of December 19, 1997 (this "Second Amendment"),
to the CREDIT AGREEMENT, dated as of June 12, 1997, among:

(a)	HEDSTROM CORPORATION, a Delaware corporation (the "Borrower");

(b)	HEDSTROM HOLDINGS, INC., a Delaware corporation (the "Parent");

(c)	the Lenders from time to time parties thereto;

(d)     SOCIETE GENERALE, as Documentation Agent for the Lenders;

(e)	UBS SECURITIES LLC, as Syndication Agent for the Lenders; and

(f)	CREDIT SUISSE FIRST BOSTON, as Administrative Agent for the Lenders.


                        W I T N E S S E T H :


        WHEREAS, the parties hereto wish to amend certain provisions of the
Credit Agreement on the terms set forth herein:

        NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

        1. Definitions.  Unless otherwise defined herein, terms defined in
the Credit Agreement shall be used as so defined.

        2. Amendment to Section 3.  Section 3.3 of the Credit Agreement is
hereby amended in its entirety by deleting such Section 3.3 in its entirety
and substituting in lieu thereof the following:

             "3.3.  Amortization of Tranche B Loans.  (a)  The Borrower shall
         repay the Tranche B Loans on each date set forth below by the amount
         set forth below opposite such date:

               Period                    Amount
               December 31, 1997         $125,000
               March 31, 1998             125,000
               June 30, 1998              125,000
               September 30, 1998         125,000
               December 31, 1998          125,000
               March 31, 1999             125,000
               June 30, 1999              125,000
               September 30, 1999         125,000
               December 31, 1999          125,000
               March 31, 2000             125,000
               June 30, 2000              125,000
               September 30, 2000         125,000
               December 31, 2000          125,000
               March 31, 2001             125,000
               June 30, 2001              125,000
               September 30, 2001         125,000
               December 31, 2001          125,000
               March 31, 2002             125,000
               June 30, 2002              125,000
               September 30, 2002         125,000
               December 31, 2002          125,000
               March 31, 2003           5,000,000
               June 30, 2003            1,250,000
               September 30, 2000       5,000,000
               December 31, 2003        1,250,000
               March 31, 2004           5,400,000
               June 30, 2004            1,350,000
               September 30, 2004       5,400,000
               December 31, 2004        1,350,000
               March 31, 2005           5,100,000
               June 30, 2005            1,275,000

               (b)  The Borrower shall repay any then outstanding Tranche B
          Loans on June 30, 2005."

             3. Amendments to Section 11.

                A. Amendment to Subsection 11.1.  Subsection 11.1 is hereby
          amended by deleting the paragraph at the end of such subsection
          (which paragraph begins with the word "Notwithstanding") and
          substituting the following paragraph in lieu thereof:

                     "Notwithstanding anything to the contrary herein, for
                the purposes of determining the Leverage Ratio and the
                Consolidated Interest Coverage Ratio for the periods ending
                on or about December 31, 1997, March 31, 1998, June 30, 1998
                and September 30, 1998, (i) Consolidated EBITDA for the
                relevant period shall be deemed to equal actual Consolidated
                EBITDA for such period (commencing with the period ended on
                or about June 30, 1997) plus $12,000,000, $3,700,000,
                $2,000,000 and $1,200,000, respectively; and (ii)
                Consolidated Interest Expense for the relevant period shall
                be deemed to equal actual Consolidated Interest Expense for
                such period (since on or about October 1, 1997) multiplied by
                4, 2 and 4/3, respectively."

		B.  Amendment to Subsection 11.10.  Subsection 11.10 is hereby
          amended by adding the following paragraph "(n)" at the end of such
          subsection (and adjusting the punctuation at the end of paragraph (m)
          accordingly):

                     "(n)  so long as after giving effect thereto no Default
                or Event of Default shall have occurred and be continuing or
                would result therefrom, the Borrower may use proceeds of
                Revolving Credit Loans to acquire certain assets of Bollinger
                Industries, Inc. on terms and conditions reasonably
                satisfactory to the Required Lenders so long as the aggregate
                amount of consideration paid in connection therewith (which
                may include Indebtedness permitted by subsection 11.2(m))
                shall not exceed approximately $15,000,000 provided that (A)
                such actions as may be required or reasonably requested to
                ensure that the Administrative Agent, for the ratable benefit
                of the Lenders, has a perfected first priority security
                interest in any assets acquired, subject to Liens permitted
                by subsection 11.3, shall have been taken, (B) (I) on a pro
                forma basis for the period of four consecutive fiscal quarters
                most recently ended (assuming the consummation of such
                acquisition and the incurrence or assumption of any
                Indebtedness in connection therewith occurred on the first
                day of such period of four consecutive fiscal quarters), the
                Borrower shall be in compliance with the covenants contained
                in subsection 11.1 and (II) the Administrative Agent shall
                have received calculations in reasonable detail reasonably
                satisfactory to it showing compliance with the requirements
                of this clause (B) certified by a Responsible Officer of the
                Borrower and (C) such acquisitions are Permitted Acquisitions."

                4. Effective Date.  This Second Amendment will become effective
       as of the date (the "Second Amendment Effective Date") hereof upon its
       execution by the Borrower and the Required Lenders in accordance with
       the terms of the Credit Agreement.

                5. Representations and Warranties.  The Borrower represents
       and warrants to each Lender that (a) this Second Amendment constitutes
       the legal, valid and binding obligation of the Borrower, enforceable
       against it in accordance with its terms, except as such enforcement may
       be limited by bankruptcy, insolvency, fraudulent conveyances,
       reorganization, moratorium or similar laws affecting creditors' rights
       generally, by general equitable principles (whether enforcement is
       sought by proceedings in equity or at law) and by an implied covenant
       of good faith and fair dealing, (b) the representations and warranties
       made by the Credit Parties in the Credit Documents are true and correct
       in all material respects on and as of the date hereof (except to the
       extent that such representations and warranties are expressly stated
       to relate to an earlier date, in which case such representations and
       warranties shall have been true and correct in all material respects
       on and as of such earlier date) and (c) no Default or Event of Default
       has occurred and is continuing as of the date hereof.

                 6. Continuing Effect.  Except as expressly waived or amended
       hereby, the Credit Agreement shall continue to be and shall remain in
       full force and effect in accordance with its terms.

                 7. GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
       AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
       OF NEW YORK.

                 8. Counterparts.  This Second Amendment may be executed by
       the parties hereto in any number of separate counterparts, and all of
       said counterparts taken together shall be deemed to constitute one and
       the same instrument.

                 9. Payment of Expenses.  The Borrower agrees to pay and
       reimburse the Administrative Agent for all of its out-of-pocket costs
       and reasonable expenses incurred in connection with this Second
       Amendment, including, without limitation, the reasonable fees and
       disbursements of counsel to the Administrative Agent.

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

                                        HEDSTROM CORPORATION
						
						
                                        By:                                  
                                        Title: 
						
						
                                        CREDIT SUISSE FIRST BOSTON, as
                                        Administrative Agent
						
						
                                         By:                           
                                         Title: 
						
						
                                         By:                       
                                         Title: 
						
						
                                         CREDIT SUISSE FIRST BOSTON, as a
                                         Lender
						
						
                                         By:                                 
                                         Title: 
						
						
                                         By:                          
                                         Title: 
						
						
                                         SOCIETE GENERALE, as a Lender
						
						
                                         By:                          
                                         Title:
						
						
                                         UNION BANK OF SWITZERLAND,
                                         NEW YORK BRANCH, as a Lender
						
						
                                         By:                               
                                         Title: 
						
						
                                         By:                          
                                         Title: 
						
						
                                         BANK POLSKA KASA OPIEKI S.A. -
                                         PEKAO S.A. GROUP
						
						
                                         By:                    
                                         Title: 
						
                                         BHF-BANK AKTIENGESELLSCHAFT
						
						
                                         By:                        
                                         Title: 
						
						
                                         By:                       
                                         Title: 
						
						
                                         CITICORP USA, INC.
						
						
                                         By:                  
                                         Title: 
						
						 
                                         DEEPROCK & COMPANY
                                         By: Eaton Vance Management,
                                         as Investment Advisor
						
						
                                         By:                  
                                         Title: 
						
						
						
                                         THE FIRST NATIONAL BANK OF CHICAGO
						
						
                                         By:                  
                                         Title: 
						
						
                                         FIRST SOURCE FINANCIAL, LLP
                                         By: First Source Financial, Inc.,
                                              as Agent/Manager
						
						
                                         By:                 
                                         Title: 
						
						
                                         MERRILL LYNCH SENIOR FLOATING RATE
                                         FUND, INC.
						
						
                                         By:                
                                         Title: 
						
						
                                         MERRILL LYNCH DEBT STRATEGIES FUND,
                                          INC.
						
						
                                         By:                 
                                         Title: 
						
                                         MERRILL LYNCH PRIME RATE PORTFOLIO
                                         By:     Merrill Lynch Asset
                                                 Management,
                                                 L.P., as Investment Advisor
						
						
                                         By:                     
                                         Title: 
						
						
                                         MERRILL LYNCH DEBT STRATEGIES
                                           PORTFOLIO
                                         By:     Merrill Lynch Asset
                                                 Management, L.P., as
                                                 Investment Advisor
						
						
                                         By:                 
                                         Title: 
						
						
                                         NATIONAL WESTMINSTER BANK PLC
						
						
                                         By:                              
                                         Title: 
						
						
                                         ORIX USA CORPORATION
						
						
						
                                         By:                       
                                         Title: 
						
						
                                         SANWA BUSINESS CREDIT CORPORATION
						
						
                                         By:                     
                                         Title:
						
						
                                         SENIOR DEBT PORTFOLIO
                                         By:     BOSTON MANAGEMENT AND
                                                 RESEARCH, as Investment
                                                 Advisor
						
						
                                          By:                   
                                          Title:
                                         
						
                                          PAMCO CAYMAN LTD., by Protective
                                          Asset Management as Collateral
                                          Manager
						
						
                                          By:                    
                                          Title:
						
						
                                          THE CHASE MANHATTAN BANK
						
						
                                          By:                   
                                          Title: