Exhibit 10.16
--------------------------------------------------------------------------------



                         SIXTH AMENDMENT TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT

                                      among

                          OUTBOARD MARINE CORPORATION,
                         OMC ALUMINUM BOAT GROUP, INC.,
                          OMC FISHING BOAT GROUP, INC.,

                       OMC LATIN AMERICA/CARIBBEAN, INC.,

                                       and

                   RECREATIONAL BOAT GROUP LIMITED PARTNERSHIP
                          as Borrowers and Guarantors,

                                       and

                       OMC RECREATIONAL BOAT GROUP, INC.,

                                       and

               (and the other Borrowers and/or Guarantors, if any,
                        from time to time party hereto),

                              BANK OF AMERICA, N.A.
                             as Agent and a Lender,

        (and the other Lenders, if any, from time to time party hereto),
                                   as Lenders

                       Dated effective as of July 30, 1999


<PAGE>

                         SIXTH AMENDMENT TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT

        THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
("Amendment"), dated effective as of July 30, 1999 (the "Amendment Effective
Date"), is executed and entered into by and among OUTBOARD MARINE CORPORATION, a
Delaware corporation ("OMC"), OMC ALUMINUM BOAT GROUP, INC., a Delaware
corporation OMC FISHING BOAT GROUP, INC., a Delaware corporation, OMC LATIN
AMERICA/CARIBBEAN, INC., a Delaware corporation, RECREATIONAL BOAT GROUP LIMITED
PARTNERSHIP, a Delaware limited partnership, OMC RECREATIONAL BOAT GROUP, INC.,
a Delaware corporation (collectively all of the "Loan Parties," as of the
Amendment Effective Date, under the Amended and Restated Loan and Security
Agreement referenced under the Recitals hereinbelow; herein called the "Loan
Parties"), each of the lending institutions signatory hereto (collectively all
of the "Lenders," as of the Amendment Effective Date, under the Amended and
Restated Loan and Security Agreement referenced under the Recitals hereinbelow;
herein called the "Lenders") and BANK OF AMERICA, N.A., (a national banking
association and successor in interest to Bank of America, N.A., formerly
NationsBank, N.A., successor in interest to NationsBank of Texas, N.A.), in its
capacity as agent for itself and the other Lenders (in such capacity, together
with its successors and assigns in such capacity, herein called "Agent").

                                    RECITALS:

        A. The Loan Parties, the Lenders and Agent are parties to the certain
Amended and Restated Loan and Security Agreement dated effective as of January
6, 1998, as amended by the certain First Amendment to Loan and Security
Agreement dated effective as of May 21, 1998, the Second Amendment to Amended
and Restated Loan and Security Agreement dated effective as of August 31, 1998,
the Third Amendment to Amended and Restated Loan and Security Agreement dated
effective as of December 21, 1998, the Fourth Amendment to Amended and Restated
Loan and Security Agreement dated effective as of February 1, 1999, and the
Fifth Amendment to Amended and Restated Loan and Security Agreement dated
effective as of February 25, 1999 (hereinafter called the "Agreement"). Unless
otherwise defined in this Amendment, terms defined by the Agreement, where used
in this Amendment, shall have the same meanings as are prescribed by the
Agreement, as amended by this Amendment.

        B. The Loan Parties, the Lenders and Agent have agreed to amend the
Agreement as provided hereinbelow.

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



<PAGE>

                                    ARTICLE 1

                                   Definitions

        Section 1.1 Definitions. Unless otherwise defined in this Amendment,
each capitalized term used in this Amendment, shall have the same meaning given
to such term in the Agreement, as amended by this Amendment.

                                    ARTICLE 2

                                   Amendments

        Section 2.1 Amendment to Definitions in Article 1 of the Agreement.
Effective as of the date hereof, the following definitions in Article 1 of the
Agreement are hereby amended and restated in their entirety to read as follows:

               "Applicable Margin" means, for the period through the end of the
        fiscal quarter of OMC in which Agent receives OMC's financial statements
        dated December 31, 1999, pursuant to Section 11.1(a), two percent (2%)
        with respect to Eurodollar Loans and one-half percent (0.5%) with
        respect to Base Rate Loans, subject to adjustment from time to time
        thereafter to the percentage specified for each Type of Loan,
        corresponding to the Leverage Ratio, as set forth below, respectively:

================================================================================
            Leverage Ratio                 Eurodollar Loans      Base Rate Loans
================================================================================
 Greater than or equal to 3.5 to 1.0             2.00%                0.50%
--------------------------------------------------------------------------------
   Less than 3.5 to 1.0 but greater              1.75%                0.00%
     than or equal to 2.5 to 1.0
--------------------------------------------------------------------------------
         Less than 2.5 to 1.0                    1.25%                0.00%
================================================================================

        provided, however, that notwithstanding the forgoing, on any day on
        which the unpaid balance of Loans exceeds the aggregate amount
        determined under paragraph (b) of the definition of "Borrowing Base"
        without giving effect to subparagraph (vii) thereof, with respect to
        that portion of the balance of the Loans which is up to, but does not
        exceed, $30,000,000, "Applicable Margin" means the Applicable Margin
        determined as provided above plus three-quarters of one percent
        (0.75%)). For the purpose of determining the Applicable Margin, OMC's
        Leverage Ratio shall be determined based upon OMC's Consolidated
        financial statements for the months of March, June, September and
        December delivered to Agent as required by Section 11.1, and any
        resulting change, if any, in the Applicable Margin, shall become
        effective (i) as to Base Rate Loans, as of the first day of the calendar
        month following the month in which such financial statements are
        delivered to Agent and (ii) as to Eurodollar Loans, as of the date (on
        or after the effective date as referenced

                                        2


<PAGE>


        in clause (i) preceding) when any such Eurodollar Loan is made,
        Continued or Converted, as the case may be.

               "Borrowing Base" means, at any time, an amount equal to the
        lesser of:

                       (a)  the maximum principal amount of the Revolving Credit
                            Facility, minus the sum of return

                            (i)   the Letter of Credit Reserve, plus return

                            (ii)  the Reserve, or

                       (b)  an amount equal to the sum of

                            (i)   85% (or such lesser percentage as Agent may
                                  determine pursuant to Section 2.5) of the face
                                  value of Eligible Receivables that are
                                  determined by Agent in its discretion to be
                                  Qualified L/C Supported Receivables at such
                                  time, plus

                            (ii)  85% (or such lesser percentage as Agent may
                                  determine pursuant to Section 2.5) of the face
                                  value of Eligible Receivables that are
                                  determined by Agent in its discretion to be
                                  Qualified Guaranteed Receivables at such time,
                                  plus

                            (iii) 85% (or such lesser percentage as Agent may
                                  determine pursuant to Section 2.5) of the face
                                  value of Eligible Domestic Receivables (other
                                  than Qualified L/C Supported Receivables or
                                  Qualified Guaranteed Receivables) at such
                                  time, plus

                            (iv)  75% (or such lesser percentage as Agent may
                                  determine pursuant to Section 2.5) of the
                                  Dollar Equivalent face value of Eligible
                                  Foreign Receivables (other than Qualified L/C
                                  Supported Receivables or Qualified Guaranteed
                                  Receivables) at such time,

                       plus

                            (v)   the lesser of

                                  (A) 60% with respect to Eligible Domestic
                                      Inventory and 50% with respect to Eligible
                                      Foreign Inventory (or such lesser
                                      percentage as Agent may determine pursuant
                                      to Section 2.5) of the lesser of cost
                                      determined on a FIFO (or first-in-first-
                                      out) accounting basis or fair market value
                                      of such Eligible Inventory, as applicable,
                                      net of the Loan Parties' reserve for
                                      obsolescence (if any), at such time, plus,
                                      the following percentage, as applicable
                                      (or such lesser percentage as Agent may in
                                      its discretion determine from time to

                                        3


<PAGE>

                                      time) of the lesser of cost determined on
                                      a FIFO (or first-in-first-out) accounting
                                      basis or fair market value of Eligible
                                      Work-In-Process Inventory, net of the
                                      Loan Parties' reserve for obsolescence
                                      (if any): (i) 35% during the period of
                                      January 1, 1998 through April 30, 1998,
                                      (ii) 35% during the period of January 1,
                                      1999 through June 30, 1999, (iii) 35%
                                      during the period July 30, 1999 through
                                      August 31, 1999, (iv) 17.5% during the
                                      period September 1, 1999 through
                                      September 30, 1999 and (v) 35% during the
                                      period of January 1 through April 30 of
                                      any calendar year thereafter, or

                                  (B) $75,000,000, minus

                            (vi)  the Letter of Credit Reserve; plus

                            (vii) provided that the representations of Borrowers
                                  under Section 7.1(z) are and remain true and
                                  correct, with respect to any period commencing
                                  during any calendar year, determined as
                                  provided hereinbelow (each such period herein
                                  called a "Designated Period") (i) $30,000,000
                                  at any time during any portion of any single
                                  Designated Period that occurs from the
                                  Agreement Date through December 30, 1998, (ii)
                                  $20,000,000 at any time during any portion of
                                  any single Designated Period that occurs
                                  during the period from December 31, 1998
                                  through January 31, 1999, (iii) $30,000,000 at
                                  any time during any portion of any two
                                  Designated Periods that occur during the
                                  period February 1, 1999 through October 31,
                                  1999, (iv) $10,000,000 at any time during any
                                  portion of any single Designated Period that
                                  occurs during the period from December 31,
                                  1999 through December 30, 2000 and (v) $0.00
                                  on and at all times after December 31, 2000;
                                  provided, that any such Designated Period for
                                  any calendar year shall begin on the first
                                  Business Day, if any, occurring during such
                                  year (or, with respect to the second of the
                                  Designated Periods referenced in clause (iii),
                                  on the first Business Day, if any, occurring
                                  after expiration of the first of such
                                  Designated Periods) on which the aggregate
                                  outstanding balance of Loans first exceeds an
                                  amount equal to the aggregate amount
                                  determined under paragraph (b) of this
                                  definition without regard to this subparagraph
                                  (vii), and shall terminate on the earlier of
                                  (x) the expiration of one hundred eighty

                                        4


<PAGE>

                                  (180) days thereafter or (y) October 31, 1999
                                  with respect to the calendar year 1999 or
                                  December 31 of any other calendar year,

                       provided, that with respect to clause (b) preceding,
                       Agent may deduct any Reserve prior to application of the
                       relevant percentages used to calculate the Borrowing Base
                       as set forth herein.

               "Indebtedness" of any Person means, without duplication, all
        Liabilities of such Person, and to the extent not otherwise included in
        Liabilities, the following:

               (a) all obligations for Money Borrowed or for the deferred
        purchase price of property or services;

               (b) all obligations (including, during the noncancellable term of
        any lease in the nature of a title retention agreement, all future
        payment obligations under such lease discounted to their present value
        in accordance with GAAP) secured by any Lien to which any property or
        asset owned or held by such Person is subject, whether or not the
        obligation secured thereby shall have been assumed by such Person;

               (c) all obligations of other Persons which such Person has
        Guaranteed, including, but not limited to, all obligations of such
        Person consisting of recourse liability with respect to accounts
        receivable sold or otherwise disposed of by such Person;

               (d) the mark to market settlement amount of all obligations of
        such Person in respect of Interest Rate Protection Agreements to the
        extent that such Person would suffer a loss thereunder; and

               (e) in the case of any Borrower (without duplication) all
        obligations of such Borrower under the Revolving Credit Loans.

               "Leverage Ratio" means, at any time, the ratio of (i) the sum of
        Indebtedness for Money Borrowed, determined as of such time, to (ii)
        EBITDA, determined for the preceding four (4) completed fiscal quarters.

               "Termination Date" means December 31, 2001, such earlier date as
        all Secured Obligations shall have been irrevocably paid in full and the
        Revolving Credit Facility shall have been terminated, or such later date
        as to which the same may be extended pursuant to the provisions of
        Section 2.7.

        Section 2.2 Amendment Section 11.1. Section 11.1 of the Loan and
Security Agreement hereby is amended and restated to read as follows:

               Section 11.1   Financial Statements.

                                        5


<PAGE>


               a. Audited Year-End Statements. As soon as available, but in any
        event within one hundred twenty (120) days after the end of each of its
        fiscal years OMC and each other Loan Party (to the extent its financial
        statements are not reported on a consolidated basis with OMC) will
        provide Agent with copies of the consolidating and consolidated balance
        sheets of such Person and its Consolidated Subsidiaries as at the end of
        such fiscal year and the related statements of earnings, shareholders'
        equity and statement of cash flows for such fiscal year, in each case
        setting forth in comparative form the figures for the previous fiscal
        year of such Person, reported on, as to such consolidated statements,
        without qualification (provided that OMC's financial statements for the
        fiscal year ended September 30, 1997, may be qualified solely as to the
        future maturity of its $150,000,000 loan facility provided pursuant to
        that certain Credit Agreement, dated August 13, 1997, as amended, by and
        among Greenmarine Acquisition Corp., as borrower, and American Annuity
        Group, Inc. and Great American Insurance Company, as lenders, which
        matures in June 1998) as to the scope of the audit or the status of such
        Person as a "going concern", by independent certified public accountants
        of nationally recognized standing.

               b. Monthly Financial Statements. As soon as available after the
        end of each month, but in any event within thirty (30) days after the
        end of each month, each Loan Party will provide Agent with copies of the
        unaudited consolidated balance sheet of such Loan Party and its
        Consolidated Subsidiaries as at the end of such month and the related
        unaudited consolidated statements of earnings and cash flows for such
        Loan Party and its Consolidated Subsidiaries for such month and for the
        portion of the fiscal year of such Loan Party and its Consolidated
        Subsidiaries through such month, certified by a Financial Officer as
        presenting fairly the financial condition and results of operations of
        such Loan Party (subject to normal year-end audit adjustments).

               c. Quarterly Financial Statements. As soon as available after the
        end of each fiscal quarter, but in any event within forty-five (45) days
        after the end of each fiscal quarter, each Loan Party will provide Agent
        with copies of the unaudited consolidated and consolidating balance
        sheets of such Loan Party and its Consolidated Subsidiaries as at the
        end of such quarter and the related unaudited consolidated and
        consolidating statements of earnings and cash flows for such Loan Party
        and its Consolidated Subsidiaries for such quarter and for the portion
        of the fiscal year of such Loan Party and its Consolidated Subsidiaries
        through such quarter, certified by a Financial Officer as presenting
        fairly the financial condition and results of operations of such Loan
        Party (subject to normal year-end audit adjustments).

All of the financial statements referenced in this Section 11.1 are to be
complete and correct in all material respects and prepared in accordance with
GAAP (except, with respect to the monthly financial statements referred to in
clause (b), for the omission of footnotes and for the effect of normal year-end
audit adjustments) applied consistently throughout the periods reflected
therein.

        Section 2.3 Amendment Section 11.3. In Section 11.3 of the Loan and
Security Agreement the reference to "Section 11.1(b)" hereby is amended and
restated to read "Section 11.1(c)".

                                        6


<PAGE>


                                    ARTICLE 3

                                  Miscellaneous

        Section 3.1   Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:

               (a) Agent shall have received all of the following, each dated
        the date of this Amendment (unless otherwise indicated), in form and
        substance satisfactory to Agent:

                    (i) Amendment Documents. This Amendment and any other
               instrument, document or certificate required by Agent to be
               executed or delivered by any of the Loan Parties, Agent or the
               Lenders in connection with this Amendment, in each case duly
               executed (the "Amendment Documents");

                    (ii) Fees and Expenses. Evidence that the costs and expenses
               (including, without limitation, reasonable attorneys' fees and
               expenses) incurred by Agent incident to this Amendment or
               otherwise required to be paid in accordance with Section 16.2 of
               the Agreement, to the extent incurred and submitted to the Loan
               Parties, shall have been paid in full;

                    (iii) Additional Information. Agent shall have received such
               additional documents, instruments and information as Agent may
               reasonably request to effect the transactions contemplated
               hereby; and

                    (iv) Consents. All consents required by Section 16.9 of the
               Agreement shall have been obtained (it being understood that,
               pursuant to Section 16.9 of the Agreement, consent of Agent and
               all Lenders shall be required for effectiveness of Section 2.1 of
               this Amendment and consent of Agent and Required Lenders shall be
               required for effectiveness of all other provisions of this
               Agreement.

                    (v) Amendment Fee. Payment of an amendment fee in an amount
               agreed upon among the Loan Parties, Agent and the Lenders.

               (c) The representations and warranties contained herein, in the
        Agreement and in all other Loan Documents, as amended hereby, shall be
        true and correct as of the date hereof as if made on the date hereof
        (except those, if any, which by their terms specifically relate only to
        a different date).

               (d) All corporate proceedings taken in connection with the
        transactions contemplated by this Amendment and all other agreements,
        documents and instruments executed and/or delivered pursuant hereto, and
        all legal matters incident thereto, shall be satisfactory to Agent.

               (e) No Default or Event of Default shall have occurred and be
continuing.

                                        7


<PAGE>


        Section 3.2 Representations and Warranties. The Loan Parties hereby
represent and warrant to, and agree with, Agent, for the benefit of the Lenders,
that, as of the date of and after giving effect to this Amendment, (a) the
execution, delivery and performance of this Amendment and any and all other
Amendment Documents executed and/or delivered in connection herewith have been
authorized by all requisite corporate action on the part of each of the Loan
Parties (as applicable) and will not violate any of such Loan Party's
certificate of incorporation or bylaws (or, in the case of Recreational Boat
Group Limited Partnership, its certificate of limited partnership or its limited
partnership agreement), (b) all representations and warranties set forth in the
Agreement and in any other Loan Document are true and correct as if made again
on and as of such date (except those, if any, which by their terms specifically
relate only to a different date) in the Agreement), (d) no Default or Event of
Default has occurred and is continuing, (e) the Agreement (as amended by this
Amendment), and all other Loan Documents are and remain legal, valid, binding
and enforceable obligations in accordance with the terms thereof, and (f) the
certifications delivered to Agent under clause (i), clause (ii) and clause (iii)
of Section 6.1(c) of the Agreement (in the case of the certification required by
such clause (iii), as subsequently modified pursuant to Section 6.2(b) of the
Agreement) remain true, correct and complete as of the Amendment Effective Date.

        Section 3.3 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agent or any Lender, or any closing, shall
affect the representations and warranties or the right of Agent and the Lenders
to rely upon them.

        Section 3.4 Reference to Agreement. Each of the Loan Documents,
including the Agreement, the Amendment Documents and any and all other
agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents
to the Agreement, whether direct or indirect, shall mean a reference to the
Agreement as amended hereby.

        Section 3.5 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

        Section 3.6 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Credit Parties and the Loan Parties and their
respective successors and assigns, except each of the Loan Parties may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Agent and the Lenders.

        Section 3.7 General. This Amendment, when signed by each signatory as
provided hereinbelow (i) shall be deemed effective prospectively as of the
Amendment Effective Date, (ii) contains the entire agreement among the parties
and may not be amended or modified except in writing signed by all parties,
(iii) shall be governed and construed according to the laws of the State

                                        8


<PAGE>


of Texas, and (iv) may be executed in any number of counterparts, each of which
shall be valid as an original and all of which shall be one and the same
agreement. A telecopy or other electronic transmission of any executed
counterpart shall be deemed valid as an original.

        THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
        BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
        EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
        AGREEMENTS OF THE PARTIES.  THERE ARE NO ORAL
        AGREEMENTS BETWEEN THE PARTIES.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers in several counterparts
effective as of the date specified in the preamble hereof.


                                     BORROWERS:

                                     OUTBOARD MARINE CORPORATION

                                     By:  /s/ Andrew P. Hines
                                         -------------------------------
                                     Name:    Andrew P. Hines
                                           -----------------------------
                                     Title:   Executive Vice President and
                                              Chief Financial Officer
                                            ----------------------------

                                     By:  /s/ Gordon G. Repp
                                         -------------------------------
                                     Name:    Gordon G. Repp
                                           -----------------------------
                                     Title:   Senior Counsel and
                                              Assistant Secretary
                                            ----------------------------


                                     OMC ALUMINUM BOAT GROUP, INC.


                                     By:  /s/ Andrew P. Hines
                                         -------------------------------
                                     Name:    Andrew P. Hines
                                           -----------------------------
                                     Title:   Chief Financial Officer
                                            ----------------------------


                                     By:  /s/ Gordon G. Repp
                                         -------------------------------
                                     Name:    Gordon G. Repp
                                           -----------------------------
                                     Title:   Assistant Secretary and
                                              Treasurer
                                            ----------------------------


                                        9


<PAGE>


                                     OMC FISHING BOAT GROUP, INC.


                                     By:  /s/ Andrew P. Hines
                                         -------------------------------
                                     Name:    Andrew P. Hines
                                           -----------------------------
                                     Title:   Chief Financial Officer
                                            ----------------------------


                                     By:  /s/ Gordon G. Repp
                                         -------------------------------
                                     Name:    Gordon G. Repp
                                           -----------------------------
                                     Title:   Assistant Secretary and
                                              Treasurer
                                            ----------------------------


                                     OMC LATIN AMERICA/CARIBBEAN, INC.


                                     By:  /s/ Andrew P. Hines
                                         -------------------------------
                                     Name:    Andrew P. Hines
                                           -----------------------------
                                     Title:   Chief Financial Officer
                                            ----------------------------


                                     By:  /s/ Gordon G. Repp
                                         -------------------------------
                                     Name:    Gordon G. Repp
                                           -----------------------------
                                     Title:   Assistant Secretary
                                            ----------------------------


                                     RECREATIONAL BOAT GROUP
                                          LIMITED PARTNERSHIP

                                     By:  OMC Recreational Boat Group, Inc.,
                                               General Partner


                                     By:  /s/ Andrew P. Hines
                                         -------------------------------
                                     Name:    Andrew P. Hines
                                           -----------------------------
                                     Title:   Chief Financial Officer
                                            ----------------------------


                                     By:  /s/ Gordon G. Repp
                                         -------------------------------
                                     Name:    Gordon G. Repp
                                           -----------------------------
                                     Title:   Assistant Secretary and
                                              Treasurer
                                            ----------------------------


                                       10


<PAGE>


                                     GUARANTOR:

                                     OMC RECREATIONAL BOAT GROUP, INC.


                                     By:  /s/ Andrew P. Hines
                                         -------------------------------
                                     Name:    Andrew P. Hines
                                           -----------------------------
                                     Title:   Chief Financial Officer
                                            ----------------------------


                                     By:  /s/ Gordon G. Repp
                                         -------------------------------
                                     Name:    Gordon G. Repp
                                           -----------------------------
                                     Title:   Assistant Secretary and
                                              Treasurer
                                            ----------------------------


                                       11


<PAGE>


                                     AGENT:

                                     BANK OF AMERICA, N.A.
                                     In its capacity as Agent


                                     By:  /s/ Stacey Wills
                                         -------------------------------
                                     Name:    Stacey Wills
                                           -----------------------------
                                     Title:   Vice President
                                            ----------------------------


                                       12


<PAGE>


                                     LENDERS:

                                     BANK OF AMERICA, N.A.
                                     In its capacity as Agent


                                     By:  /s/ Stacey Wills
                                         -------------------------------
                                     Name:    Stacey Wills
                                           -----------------------------
                                     Title:   Vice President
                                            ----------------------------


                                       13


<PAGE>



                                     AMERICAN NATIONAL BANK AND
                                     TRUST COMPANY OF CHICAGO


                                     By:  /s/ Donna H. Evans
                                         -------------------------------
                                     Name:    Donna H. Evans
                                           -----------------------------
                                     Title:   Vice President
                                            ----------------------------


                                       14


<PAGE>



                                     FLEET CAPITAL CORPORATION


                                     By:  /s/ Thomas Maiale
                                         -------------------------------
                                     Name:    Thomas Maiale
                                           -----------------------------
                                     Title:   Vice President
                                            ----------------------------


                                       15


<PAGE>



                                     THE CIT GROUP/BUSINESS CREDIT, INC.


                                     By:  /s/ Neal T. Legan
                                         -------------------------------
                                     Name:    Neal T. Legan
                                           -----------------------------
                                     Title:   Vice President
                                            ----------------------------


                                       16


<PAGE>



                                     TRANSAMERICA BUSINESS CREDIT
                                     CORPORATION


                                     By:  /s/ R.L. Heinl
                                         -------------------------------
                                     Name:    R.L. Heinl
                                           -----------------------------
                                     Title:   Senior Vice President
                                            ----------------------------


                                       17


<PAGE>


                                     FLEET BUSINESS CREDIT CORPORATION


                                     By:  /s/ Thomas Maiale
                                         -------------------------------
                                     Name:    Thomas Maiale
                                           -----------------------------
                                     Title:   Vice President
                                            ----------------------------


                                       18