AMENDED AND RESTATED LOAN AGREEMENT


		THIS AMENDED AND RESTATED LOAN AGREEMENT is made and 
entered into as of March 26, 1997, by and among (i) STEEL TECHNOLO-
GIES INC., a Kentucky corporation with principal office and place 
of business in Louisville, Kentucky (the "Borrower"), (ii) (a) PNC 
BANK, KENTUCKY, INC., a Kentucky banking corporation with principal 
office and place of business in Louisville, Kentucky ("PNC"), (b) 
NATIONAL CITY BANK OF KENTUCKY, a national banking association with 
principal office and place of business in Louisville, Kentucky 
("National City"), (c) NBD BANK, N.A., a national banking associa-
tion with principal office and place of business in Detroit, 
Michigan ("NBD"), and (d) SUNTRUST BANK, NASHVILLE, N.A., a 
national banking association with principal office and place of 
business in Nashville, Tennessee ("SunTrust") (each of PNC, 
National City, NBD and SunTrust is hereinafter individually 
referred to as a "Bank," and all of the same are hereinafter 
collectively referred to as the "Banks"), and (iii) PNC BANK, 
KENTUCKY, INC., in its capacity as agent for the Banks (in such 
capacity, the "Agent").

	PRELIMINARY  STATEMENTS

		A.	Borrower, the Banks and the Agent are parties to 
that certain Loan Agreement dated as of October 15, 1994 (the 
"Original Loan Agreement"), as amended pursuant to (i) that certain 
First Amendment to Loan Agreement dated as of January 17, 1997, 
among the Borrower, the Banks and the Agent (the "First Amend-
ment"), (ii) that certain Second Amendment to Loan Agreement dated 
as of April 6, 1995, among the Borrower, the Banks and the Agent 
(the "Second Amendment"), (iii) that certain Third Amendment to 
Loan Agreement dated as of October 14, 1995, among the Borrower, 
the Banks and the Agent (the "Third Amendment"), and (iv) that 
certain Fourth Amendment to Loan Agreement dated as of October 11, 
1996, among the Borrower, the Banks and the Agent (the "Fourth 
Amendment"), pursuant to which the Banks established a revolving 
credit facility in the current maximum permitted principal amount 
of Thirty Million Dollars ($30,000,000) in favor of the Borrower 
(the "Revolver") for the purposes set forth in Section 2.5 of the 
Original Loan Agreement, and the Line of Credit in the current 
maximum permitted principal amount of Twenty-Five Million Dollars 
($25,000,000) for the purposes set forth in the Fourth Amendment, 
and PNC has established the Swing Line Loan Commitment described in 
the Fourth Amendment.

		B.	The Borrower, the Banks and the Agent now desire to 
enter into this Amended and Restated Loan Agreement (referred to 
hereinafter as the "Loan Agreement") in order to (i) amend and 
restate the Original Loan Agreement by incorporating the changes 
effected by the First Amendment, the Second Amendment, the Third 
Amendment and the Fourth Amendment, (ii) provide for the consent by 
the Banks and the Agent to the acquisition by Borrower of all of 
the issued and outstanding capital stock of Atlantic Coil Process-
ing, Inc., a North Carolina corporation ("Atlantic") that upon such 
acquisition shall become a new Subsidiary of Borrower, (iii) permit 
loans and advances from Borrower to Atlantic in a maximum aggregate 
amount at any one time outstanding of $22,000,000, (iv) require 
Borrower to cause Atlantic to deliver to the Agent, on or before 
ninety (90) days following written notice to Borrower from the 
Requisite Banks, as hereinafter defined, the absolute, uncondition-
al and joint and several guaranty of payment by Atlantic in favor 
of Agent and the Banks of all of the Obligations, and (v) otherwise 
to the effect set forth herein.

		NOW, THEREFORE, in consideration of the premises and the 
mutual covenants and agreements set forth herein and for other good 
and valuable consideration, the mutuality, receipt and sufficiency 
of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

	SECTION 1
	DEFINITIONS

	1.	Definitions and Cross Reference.  The following terms 
used in this Loan Agreement shall have the following meanings:

		1.1.  "Adjusted LIBOR Rate" means, on the particular 
Interest Rate Determination Date, the rate determined by dividing 
(i) the per annum rate of interest equal to the offered rates for 
deposits in Dollars for the applicable Interest Period which appear 
on Page 3750 of the TELERATE rate reporting system or other similar 
system as of approximately 13:00 A.M., Greenwich Mean Time on the 
Interest Rate Determination Date, except as provided below, by (ii) 
an amount equal to one minus the stated maximum rate (expressed as 
a decimal) of all reserve requirements (including any marginal, 
emergency, supplemental, special or other reserves) that is 
specified on the first day of the applicable Interest Period by the 
Board of Governors of the Federal Reserve System (or any successor 
agency) for determining the maximum reserve requirement with re-
spect to eurocurrency funding (currently referred to as "Eurocur-
rency liabilities" in Regulation D of such Board) maintained by a 
member bank of such System.  It is expressly understood that each 
Bank may or may not actually purchase any such time deposits and 
obtain such funds and the Adjusted LIBOR Rate will be an estimate 
and, for a variety of reasons, including changing market condi-
tions, the actual cost of funds to the Banks (if the Banks elect to 
purchase funds in the form of time deposits on such date) might 
vary from the Agent's estimate of the Adjusted LIBOR Rate.  Each 
determination by the Agent of the Adjusted LIBOR Rate shall be 
conclusive and binding on the Borrower in the absence of manifest 
error on the part of the Agent.

		1.2.  "Affected Bank" has the meaning assigned to that 
term in Sections 2.1B, 2.2G(ii), 2.6C, 2.8A, 2.8B and 2.8C hereof.

		1.3.  "Affiliate" means, as applied to any Person, (i) 
any other Person directly or indirectly controlling, controlled by, 
or under common control with, that Person, (ii) any other Person 
that, directly or indirectly, owns or controls, whether beneficial-
ly or as a trustee, guardian or other fiduciary, 10% or more of the 
stock having ordinary voting power in the election of directors of 
such Person, or (iii) each of such Person's directors and officers 
appointed by the board of directors of such Person.  For the 
purposes of this definition, "control" (including with correlative 
meanings, the terms "controlling," "controlled by" and "under 
common control with"), as applied to any Person, means the 
possession, directly or indirectly, of the power to direct or cause 
the direction of the management and policies of that Person, 
whether through the ownership of voting securities or by contract 
or otherwise.

		1.4.  "Agent" has the meaning assigned to that term in 
the introduction to this Loan Agreement, and includes any successor 
Agent under Section 9.13 hereof.

		1.5.  "And/or" means one or the other or both, or any 
one or more or all, of the things or persons or parties in 
connection with which the conjunction is used.

		1.6.	"Applicable Letter of Credit Fee" means each per 
annum percentage set forth in the table appearing in Section 
2.7F(ii) of this Loan Agreement.

		1.7.	"Applicable LIBOR Rate Margin" means each per annum 
percentage set forth in the table appearing in Section 2.2A(ii) of 
this Loan Agreement.

		1.8.	"Applicable Revolver Commitment Fee" means each per 
annum percentage set forth in the table appearing in Section 
2.3A(i) of this Loan Agreement.

		1.9.  "Application and Agreement For Letter of Credit" 
means the document substantially in the form of Exhibit C annexed 
hereto, as the same may be amended or modified from time to time by 
PNC, with appropriate insertions and deletions, with respect to the 
proposed issuance or amendment of a Letter of Credit.

		1.10.  "Assignment Agreement" means an Assignment 
Agreement between an assigning Bank and its Eligible Assignee, 
substantially in the form of Exhibit E-1 annexed hereto with 
respect to the Revolving Loan Commitment, and Exhibit E-2 annexed 
hereto, with respect to the Line of Credit Commitment.

		1.11.  "Atlantic" means Atlantic Coil Processing, Inc., 
a North Carolina corporation.

		1.12.  "Atlantic Guaranty Agreement" means the absolute, 
unconditional and joint and several guaranty of payment by Atlantic 
of the Obligations, substantially in the form of Exhibit A hereto.

		1.13.  "Authorized Officer" means the President, the 
Chief Financial Officer and any other officer of the Borrower who, 
by the Articles of Incorporation, Bylaws or Resolutions of the 
Board of Directors of the Borrower, is authorized to execute and 
deliver this Loan Agreement and the other Loan Instruments on 
behalf of the Borrower.

		1.14.  "Bank" and "Banks" have the meanings assigned to 
those terms in the introduction to this Loan Agreement and shall 
include PNC in its individual capacity.

		1.15.  "Bankruptcy Code" means Title 11 of the United 
States Code entitled "Bankruptcy" as now and hereafter in effect, 
or any successor statute.

		1.16.  "Base Rate" means, at the time of its selection, 
the higher of (i) the Prime Rate, or (ii) the Federal Funds Rate 
plus one percent (1%); provided, in the event that, and during the 
periods that, the Federal Funds Rate cannot be determined by the 
Agent under the circumstances specified in Section 2.2 hereof, the 
Base Rate shall be the Prime Rate.

		1.17.  "Base Rate Loans" means Revolving Loans, Swing 
Line Loans or Line of Credit Advances made to the Borrower and 
bearing interest at rates determined by reference to the Base Rate 
as provided in Sections 2.2A and 2.2G hereof.

		1.18.  "Borrower" has the meaning assigned to that term 
in the introduction to this Loan Agreement.

		1.19.  "Business Day" means (i) for all purposes other 
than as covered by clause (ii) below, any day excluding Saturday, 
Sunday and any day which is a legal holiday under the laws of the 
jurisdiction in which each Bank maintains its office for purposes 
of performing its obligations under this Loan Agreement as set 
forth on the signature pages of this Loan Agreement or is a day on 
which banking institutions located in such jurisdiction are 
authorized or required by law or other governmental action to 
close, and (ii) with respect to all notices, determinations, 
fundings and payments in connection with the Adjusted LIBOR Rate, 
any day which is a Business Day described in clause (i) above and 
which is also a day for trading by and between banks in dollar 
deposits in the London interbank market.

		1.20.  "Capital Expenditures" means, for any period, the 
aggregate of all expenditures (whether in cash or accrued as 
liabilities and including that portion of Capital Leases originally 
incurred during such period which is capitalized on the balance 
sheet of the Borrower) incurred by the Borrower during such period 
that, in conformity with GAAP, are included in the balance sheet of 
the Borrower.

		1.21.  "Capital Lease" means, as applied to any Person, 
any lease of any property (whether real, personal or mixed) by that 
Person as lessee which, in conformity with GAAP, is or should be 
accounted for as a capital lease on the balance sheet of that 
Person.

		1.22.  "Change in Control" means (i) the acquisition by 
any Person or "group" (as defined in Section 13(d)(3) of the 
Securities Exchange Act of 1934, as amended) of more than 50% of 
the Voting Stock of the Borrower, including any such acquisition by 
merger or consolidation, or (ii) the acquisition by any Person or 
"group" (as defined in Section 13(d)(3) of the Securities Exchange 
Act of 1934, as amended) of more than 20% of the Voting Stock of 
the Borrower, including any such acquisition by merger or consoli-
dation, and, at any time following an acquisition described in this 
clause (ii), the Continuing Directors shall not constitute a 
majority of the Board of Directors of the Borrower.

		1.23.  "Closing Date" means October 15, 1994 or, if 
later, the date on which the conditions set forth in Section 3.1 
hereof are satisfied.

		1.24.  "Commitment Fee" or "Commitment Fees" has the 
meaning specified in Section 2.3A hereof.

		1.25.  "Commitment Fee Pro Rata Shares" means, with 
respect to each Bank's share of each Commitment Fee paid by the 
Borrower, the percentage determined by dividing (i) the average 
daily amount of the unused portion of such Bank's Revolving Loan 
Commitment during the period for which the Commitment Fee is 
payable, by (ii) the aggregate average daily amount of the unused 
portions of all of the Banks' Revolving Loan Commitments during the 
period for which the Commitment Fee is payable.  For purposes of 
determining the Banks' respective Commitment Fee Pro Rata Shares 
from time to time, the Letter of Credit Usage shall constitute 
usage of each Bank's Revolving Loan Commitment in accordance with 
its Pro Rata Share.

		1.26.  "Compliance Certificate" means a certificate sub-
stantially in the form of Exhibit D annexed hereto delivered by the 
Borrower to the Agent on behalf of the Banks pursuant to Section 
5.3(c) hereof.

		1.27.  "Confidentiality Agreement" means a Confidenti-
ality Agreement between a potential Eligible Assignee and the 
Borrower substantially in the form of Exhibit F annexed hereto.

		1.28.  "Consolidated Current Assets" means all current 
assets of the Borrower and its Consolidated Subsidiaries as deter-
mined on a consolidated basis in accordance with GAAP consistently 
applied.

		1.29.  "Consolidated Current Liabilities" means all 
current liabilities of the Borrower and its Consolidated Subsidiar-
ies as determined on a consolidated basis in accordance with GAAP 
consistently applied; provided, however, that the aggregate 
principal balance of all Revolving Loans outstanding from time to 
time under this Loan Agreement shall not constitute a Consolidated 
Current Liability notwithstanding the accounting thereof under 
GAAP.

		1.30.  "Consolidated Interest Expense" means, for any 
period, total interest expense (including that attributable to 
Capital Leases in conformity with GAAP) of the Borrower and its 
Consolidated Subsidiaries on a consolidated basis with respect to 
all outstanding Indebtedness of the Borrower and its Consolidated 
Subsidiaries on a consolidated basis, including, without limita-
tion, all commissions, discounts and other fees and charges owed 
with respect to letters of credit and bankers' acceptance financing 
and net costs and benefits under interest rate agreements, whether 
payable in cash or accrued (including amortization of discount), 
all as determined on a consolidated basis in conformity with GAAP.

		1.31.  "Consolidated Long-Term Debt" means, as at any 
date on which the amount thereof shall be determined, the aggregate 
unpaid principal of all Indebtedness for borrowed money, the aggre-
gate amount due under all Capital Leases entered into by the Bor-
rower or any of its Consolidated Subsidiaries over the respective 
terms of such Capital Leases, and the deferred purchase price of 
property, in each case which is not payable within a period of one 
year from the date determination of Consolidated Long-Term Debt is 
being made, plus any such Indebtedness which is payable within one 
year from the date determination of Consolidated Long-Term Debt is 
being made but which may be renewed or extended at the option of 
the particular obligor thereunder, all as determined on a consoli-
dated basis in accordance with GAAP.

		1.32.  "Consolidated Net Income" means, for any period, 
the net income (or loss) of the Borrower and its Consolidated 
Subsidiaries for such period taken as a single accounting period 
determined on a consolidated basis in accordance with GAAP; 
provided that there shall be excluded from Consolidated Net Income 
any after-tax gains or losses attributable to the sale of assets 
outside the ordinary course of business.

		1.33.  "Consolidated Rent Expense" means, for any 
period, all rent, including, without limitation, all common area 
maintenance charges, pass-through operating expenses and other 
out-of-pocket operating expenses of the lessor characterized as 
additional rent, paid or payable by the Borrower and its Consoli-
dated Subsidiaries during such period under all operating leases to 
which the Borrower or any of its Consolidated Subsidiaries is a 
party or is subject to or otherwise bound.

		1.34.  "Consolidated Subsidiaries" means at any particu-
lar time, Wabash, the Mexican Subsidiary, and from and after the 
acquisition by Borrower of more than 50% of outstanding voting 
stock of Atlantic, if applicable, Atlantic, together with all other 
Subsidiaries of the Borrower whose accounts are or should be 
consolidated with those of the Borrower in accordance with GAAP.  
The Joint Ventures shall not be deemed to be Consolidated Subsid-
iaries for purposes of this Loan Agreement.

		1.35.  "Consolidated Tangible Net Worth" means, as at 
any date on which the amount thereof shall be determined, (i) the 
consolidated stockholders equity of the Borrower and its Consoli-
dated Subsidiaries, less (ii) the sum of the aggregate amount of 
all intangible assets of the Borrower and its Consolidated Subsidi-
aries, including, without limitation, lease acquisition costs, 
patents, patent rights, trademarks, goodwill, rights to refund and 
indemnification and any other assets which would be treated as an 
intangible asset under GAAP, plus the amount of any write-up in the 
book value of any assets of the Borrower and its Consolidated 
Subsidiaries in excess of the cost thereof to the Borrower and its 
Consolidated Subsidiaries, in each case as determined by reference 
to the most recent consolidated balance sheet of the Borrower, as 
determined on a consolidated basis in accordance with GAAP.

		1.36.  "Consolidated Total Capitalization" means, as at 
any date on which the amount thereof shall be determined, the sum 
of the Consolidated Total Debt plus the stockholders' equity of the 
Borrower as at such date, in each case as determined on a consoli-
dated basis in accordance with GAAP.

		1.37.  "Consolidated Total Debt" means, as at any date 
on which the amount thereof shall be determined, (i) all Indebted-
ness for borrowed money of the Borrower and its Consolidated 
Subsidiaries on a consolidated basis as at such date, including, 
without limitation, all unpaid Obligations, all amounts due under 
all Capital Leases entered into or assumed by the Borrower or any 
of its Consolidated Subsidiaries and all Contingent Obligations of 
the Borrower or any of its Consolidated Subsidiaries, all as 
determined on a consolidated basis in accordance with GAAP.

		1.38.  "Contingent Obligation" means, as applied to any 
Person, any direct or indirect liability, contingent or otherwise, 
of that Person (i) with respect to any indebtedness, lease, 
dividend, letter of credit or other obligation of another if the 
primary purpose or intent thereof by the Person incurring the 
Contingent Obligation is to provide assurance to the obligee of 
such obligation of another that such obligation of another will be 
paid or discharged, or that any agreements relating thereto will be 
complied with, or that the holder of such obligation will be pro-
tected (in whole or in part) against loss in respect thereof, or 
(ii) under any letter of credit issued for the account of or for 
which that Person is otherwise liable for reimbursement thereof, or 
(iii) under interest rate swap agreements, interest rate collar 
agreements or other similar arrangements providing interest rate 
protection, in each case as marked to market.  Contingent Obliga-
tions shall include, without limitation, (a) the direct or indirect 
guaranty, endorsement (otherwise than for collection or deposit in 
the ordinary course of business), co-making, discounting with 
recourse or sale with recourse by such Person of the obligation of 
another, and (b) any liability of such Person for the obligations 
of another through any agreement (contingent or otherwise) (1) to 
purchase, repurchase or otherwise acquire such obligation or any 
security therefor, or to provide funds for the payment or discharge 
of such obligation (whether in the form of loans, advances, stock 
purchases, capital contributions or otherwise), (2) to maintain the 
solvency of any balance sheet item, level of income or financial 
condition of another, or (3) to make take-or-pay or similar pay-
ments if required regardless of non-performance by any other party 
or parties to an agreement, if the case of any agreement described 
under subclauses (1), (2) or (3) of this sentence the primary pur-
pose or intent thereof is as described in clause (i) of the preced-
ing sentence.  The amount of any Contingent Obligation, as at any 
time of determination, shall be equal to the amount of the obliga-
tion so guaranteed or otherwise supported at such time of determi-
nation which amount shall be deemed to be the amount of such obli-
gation guarantied, as reasonably estimated by the Borrower, if such 
amount cannot be specifically determined at the time of determi-
nations.  The term "Contingent Obligations" specifically includes, 
with respect to the Borrower, all obligations of the Borrower to 
reimburse PNC for all drafts honored by PNC under the existing 
letters of credit issued by PNC for the account of the Borrower.

		1.39.  "Continuing Director" means any member of the 
Board of Directors of the Borrower who is a member of such Board on 
the Closing Date and any Person who is a member of such Board and 
whose nomination as a director was approved by a majority of the 
Continuing Directors then on the Board of Directors of the 
Borrower.

		1.40.  "Covered Tax" means any Tax that is not an 
Excluded Tax.

		1.41.  "Date of Determination" means, for purposes of 
determining the applicable Pricing Level on any Pricing Level 
Calculation Date, the forty-fifth (45th) day following the last day 
of the most recent Fiscal Quarter of the Borrower.

		1.42.  "Default Rate" means, upon the occurrence and 
during the continuation of the Events of Default referred to in 
Sections 7(a) and 7(b) of this Loan Agreement, as well as upon the 
acceleration of the maturity of the Obligations due to the 
occurrence of any other Event of Default: (i) with respect to Line 
of Credit Advances, Revolving Loans and Swing Line Loans, a 
variable rate per annum equal to the sum of (a) two percent (2%) 
per annum, plus (b) the Base Rate; and (ii) with respect to Letters 
of Credit outstanding on the date of the occurrence of such Event 
of Default or thereafter issued by PNC during the continuation of 
such Event of Default (it being understood that PNC has no 
obligation to issue any Letter of Credit upon the occurrence and 
during the continuation of any Event of Default), a Letter of 
Credit Fee equal to the sum of (a) two percent (2%) per annum, plus 
(b) the Letter of Credit Fee Percentage.

		1.43.  "Dollars" means the lawful money of the United 
States of America.

		1.44.  "Effective Date" means the effective date of this 
Loan Agreement as defined in and subject to the conditions 
described in Section 3.1 hereof.

		1.45.  "Eligible Assignees" means (i) each Bank and each 
Affiliate of each Bank, (ii) any commercial bank, insurance com-
pany, savings bank or other financial institution to which a Bank 
desires to sell all or a permitted portion of its Revolving Loans 
and Revolving Loan Commitment pursuant to Section 10.A. hereof, and 
(iii) any commercial bank, insurance company, savings bank or other 
financial institution selected by the Borrower and to which the 
Borrower directs any Bank to sell its Revolving Loans and Revolving 
Loan Commitment pursuant to Section 10.A hereof.

		1.46.  "Eligible Investments" means (i) callable direct, 
general obligations of the United States of America, or any obli-
gations unconditionally guaranteed as to the timely payment of 
principal and interest by the full faith and credit of the United 
States of America, (ii) bonds, notes or debentures issued by the 
Federal Home Loan Banks, the Export-Import Banks of the United 
States of America, the Federal National Mortgage Association, the 
Government National Mortgage Association, or any agency or instru-
mentality of the government of the United States of America which 
shall be established for the purpose of acquiring the obligations 
of any of the foregoing, (iii) obligations of a deposit-taking 
institution whose deposits are insured by the bank insurance fund 
maintained by the Federal Deposit Insurance Corporation, provided 
the principal plus interest to accrue over the term of the deposit 
is fully insured by the Bank Insurance Fund, (iv) investment grade 
securities with a maturity of one year or less, rated BBB or better 
by Standard and Poor's Corporation or Baa or better by Moody's In-
vestor Services, Inc., and (v) such other investments as shall be 
reasonably acceptable to the Agent.

		1.47.  "ERISA" means the Employee Retirement Income 
Security Act of 1974, as amended from time to time, and any 
successor statute.

		1.48.  "Events of Default" means the occurrence or 
happening of any of the matters set forth in Section 7 hereof.

		1.49.  "Excluded Tax" means any of the following taxes, 
levies, imposts, duties, deductions, withholdings or charges, and 
all liabilities with respect thereto: (i) Taxes imposed on the net 
income of a Bank, the Agent or a Tax Transferee (including without 
limitation branch profits taxes, minimum taxes and taxes computed 
under alternative methods, at least one of which is based on net 
income (collectively referred to as net income taxes") by (A) the 
United States of America, (B) the jurisdiction under the laws of 
which such Bank, the Agent or Tax Transferee is organized or any 
political subdivision thereof, or (C) the jurisdiction of such 
Bank's, Tax Transferee's or the Agent's applicable lending office 
or any political subdivision thereof, or (D) any jurisdiction in 
which the Bank, the Agent or Tax Transferee is doing business, (ii) 
any Taxes to the extent that they are in effect and would apply to 
a payment to such Bank or the Agent, as applicable, as of the 
Closing Date, or as of the date such Person becomes a Bank, in the 
case of any Eligible Assignee pursuant to Section 10 hereof, (iii) 
any Taxes that are in eft and would apply to a payment to a Tax 
Transferee as of the date of acquisition of the Revolving Loans by 
such Tax Transferee or the date of the change of lending office of 
such Tax Transferee, as the case may be (provided however that a 
Person shall not be considered a Tax Transferee for purposes of 
this clause (iii) as a result of a change of its lending office or 
the taking of any other steps pursuant to Section 2.9 hereof), (iv) 
any Taxes to the extent of any credit or other Tax benefit avail-
able to such Bank, Tax Transferee or the Agent, as applicable, as a 
result thereof, or (v) any Taxes that would not have been imposed 
but for the failure by the Agent or such Bank or Tax Transferee, as 
applicable, to provide and keep current any certification or other 
documentation required to qualify for an exemption from or reduced 
rate of any Tax.

		1.50.  "Federal Funds Rate" means the interest rate per 
annum equal to the Weighted Average of the average national federal 
funds rate which shall be computed on a monthly basis using the 
daily average national federal funds rate as released each Business 
Day by the Federal Reserve Bank of New York, provided that if the 
Federal Reserve Bank of New York ceases releasing such information 
such rate shall be obtained by the Agent from another generally 
recognized source.  For the purposes of this definition, the term 
"Weighted Average" shall mean the quotient of (A) the sum of the 
products for each day of the relevant calendar month of (1) each 
Base Rate Loan multiplied by (2) the average national federal funds 
rate for such day divided by (B) the aggregate amounts of all Base 
Rate Loans for each day of such calendar month.

		1.51.  "Fiscal Quarter" means a fiscal quarter of the 
Borrower.  The Fiscal Quarters of the Borrower currently end on the 
last day of December, March, June and September.

		1.52.  "Fiscal Year" means a fiscal year of the 
Borrower.  The Fiscal Year of the Borrower currently ends on 
September 30 of each calendar year.

		1.53.  "Funding Date" means the date of the funding of a 
Revolving Loan, a Swing Line Loan or a Line of Credit Advance.

		1.54.  "GAAP" means generally accepted accounting 
principles set forth 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 in such other statements by 
such other entity as may be approved by a significant segment of 
the accounting profession, which are applicable to the 
circumstances as of the date of determination, as applied in 
accordance with the modifications contained in Section 5.3 hereof.

		1.55.  "Guaranty Agreements" mean, collectively, the 
Wabash Guaranty Agreement and, upon the execution and delivery 
thereof by Atlantic, the Atlantic Guaranty Agreement.

		1.56.  "Indebtedness" means, with respect to the 
Borrower and each of its Consolidated Subsidiaries, (i) all 
indebtedness for borrowed money, including, without limitation, all 
reimbursement obligations of such Person in respect of all letters 
of credit issued for the account of such Person, (ii) that portion 
of obligations with respect to Capital Leases which is properly 
classified as a liability on a balance sheet in conformity with 
GAAP, (iii) notes payable and drafts accepted representing 
extensions of credit whether or not representing obligations for 
borrowed money, (iv) any obligation owed for all or any part of the 
deferred purchase price of property or services which purchase 
price is (y) due more than six months from the date of incurrence 
of the obligation in respect thereof, or (z) evidenced by a note or 
similar written instrument, but excluding trade payables incurred 
in the ordinary course of business, and (v) all indebtedness 
secured by any Lien on any property or asset owned by such Person 
regardless of whether the indebtedness secured thereby shall have 
been assumed by such Person or is non-recourse to the credit of 
such Person but only to the extent of the fair market value of any 
such property or assets.

		1.57.  "Interest Payment Date" means (i) with respect to 
each Base Rate Loan, the last day of each month during which such 
Base Rate Loan is outstanding in whole or in part, and (ii) with 
respect to each LIBOR Rate Loan, the last day of each Interest 
Period applicable to such LIBOR Rate Loan; provided that in the 
case of each Interest Period of six months, "Interest Payment Date" 
shall also include each three month anniversary of the commencement 
of that Interest Period.

		1.58.  "Interest Period" means any interest period 
applicable to a LIBOR Rate Loan as determined pursuant to Section 
2.2B hereof.

		1.59.  "Interest Rate Determination Date" means each 
date on which the Agent shall quote the LIBOR Rate to the Borrower 
for purposes of determining the LIBOR Rate in respect of an 
Interest Period.  The Interest Rate Determination Date shall be the 
second Business Day prior to the first day of the related Interest 
Period.

		1.60.  "Internal Revenue Code" means the Internal 
Revenue Code of 1986, as amended to the date hereof and from time 
to time hereafter.

		1.61.  "Joint Ventures" means, collectively, (i) Mi-Tech 
Steel, Inc., a joint venture formed by the Borrower and Mitsui 
Steel Development Company under the laws of the State of Delaware, 
(ii) Processing Technology, Inc., a joint venture formed by the 
Borrower, LTV Corporation and Mitsui Steel Development Company 
under the laws of the State of Delaware, and (iii) all other part-
nerships or joint ventures to which the Borrower is now or in the 
future a party and in which the Borrower has contributed capital 
and/or to which the Borrower has made loan(s).

		1.62.  "Letters of Credit" means any letter of credit or 
similar instrument issued by PNC for the account of the Borrower 
pursuant to this Loan Agreement for the purpose of securing the 
performance, payment, deposit or surety obligations of the Borrower 
pursuant to purchase orders, contracts and/or operating leases or 
Capital Leases entered into or proposed to be entered into or 
assumed or proposed to be assumed by the Borrower in the ordinary 
course of such business.  The term "Letters of Credit" as used 
herein specifically excludes the outstanding letters of credit 
issued by PNC for the account of the Borrower and which are 
described on Schedule 1.62 annexed hereto.

		1.63.  "Letter of Credit Fee" has the meaning assigned 
to that term in Section 2.7F(ii) hereof.

		1.64.  "Letter of Credit Fee Percentage" means the 
Applicable LIBOR Rate Margin in effect during a particular Pricing 
Period in which a Letter of Credit is issued by PNC for the account 
of the Borrower.

		1.65.  "Letter of Credit Usage" means, as at any date of 
determination thereof, the sum of (i) the maximum aggregate amount 
which is or at any time thereafter may become available for drawing 
under all Letters of Credit then outstanding, plus (ii) the aggre-
gate unpaid amount of all drawings under all Letters of Credit 
honored by PNC.

		1.66.  "Leverage Ratio" means, as of each Date of 
Determination, (a) the Borrower's Consolidated Total Debt as of the 
particular Date of Determination, divided by (b) the Borrower's 
Consolidated Total Capitalization as of the particular Date of 
Determination, in each case determined for the Borrower on a 
consolidated basis in accordance with GAAP.

		1.67.  "LIBOR Rate" means the Adjusted LIBOR Rate plus 
the Applicable LIBOR Rate Margin in effect for the particular 
Interest Period.

		1.68.  "LIBOR Rate Loans" means Revolving Loans and Line 
of Credit Advances made to the Borrower bearing interest at the 
LIBOR Rate.

		1.69.  "Lien" means any lien, mortgage, pledge, security 
interest, charge or encumbrance of any kind (including any condi-
tional sale or other title retention agreement, any lease in the 
nature thereof, and any agreement to give any security interest).

		1.70.  "Line of Credit" means the revolving line of 
credit in the original principal amount of Twenty-Five Million 
Dollars ($25,000,000.00) established by the Banks in favor of the 
Borrower pursuant to this Loan Agreement.

		1.71.  "Line of Credit Advances" means the advances 
under the Line of Credit made from time to time by the Banks to the 
Borrower pursuant to, and subject to the terms and conditions set 
forth in, this Loan Agreement.

		1.72.  "Line of Credit Commitment" means the commitment 
of each Bank to maintain or make Line of Credit Advances as set 
forth in this Loan Agreement.

		1.73.  "Line of Credit Commitment Fee" or "Line of 
Credit Commitment Fees" has the meaning specified in Section 
2.3A(ii) of this Loan Agreement.

		1.74.  "Line of Credit Commitment Fee Pro Rata Shares" 
means, with respect to each Bank's share of each Line of Credit 
Commitment Fee paid by the Borrower, the percentage determined by 
dividing (i) the average daily amount of the unused portion of such 
Bank's Line of Credit Commitment during the period for which the 
Line of Credit Commitment Fee is payable, by (ii) the aggregate 
average daily amount of the unused portions of all of the Banks' 
Line of Credit Commitments during the period for which the Line of 
Credit Commitment Fee is payable.

		1.75.  "Line of Credit Commitment Termination Date" 
means the Line of Credit Commitment Termination Date then in 
effect, which shall originally be October 10, 1997, subject to 
extension thereof pursuant to Section 2.1A.-2 of this Loan 
Agreement or, if sooner, (i) the date as of which the Obligations 
shall have become immediately due and payable pursuant to Section 7 
of this Loan Agreement, or (ii) the date on which all of the 
Obligations are paid in full and all Line of Credit Commitments are 
reduced to zero.

		1.76.  "Line of Credit Notes" means, collectively, (i) 
that certain Line of Credit Promissory Note dated October 11, 1996, 
made by the Borrower, payable to the order of PNC, and in the face 
principal amount of Nine Million Three Hundred Seventy-Five 
Thousand Dollars ($9,375,000.00) (together with all amendments, 
modifications, renewals, extensions, restatements and replacements 
thereof, the "PNC Line of Credit Note"), (ii) that certain Line of 
Credit Promissory Note dated October 11, 1996, made by the 
Borrower, payable to the order of NBD, and in the face principal 
amount of Six Million Two Hundred Fifty Thousand Dollars 
($6,250,000.00) (together with all amendments, modifications, 
renewals, extensions, restatements and replacements thereof, the 
"NBD Line of Credit Note"), (iii) that certain Line of Credit 
Promissory Note dated October 11, 1996, made by the Borrower, 
payable to the order of SunTrust, and in the face principal amount 
of Six Million Two Hundred Fifty Thousand Dollars ($6,250,000.00) 
(together with all amendments, modifications, renewals, extensions, 
restatements and replacements thereof, the "SunTrust Line of Credit 
Note"), and (iv) that certain Line of Credit Promissory Note dated 
October 11, 1996, made by the Borrower, payable to the order of 
National City, and in the face principal amount of Three Million 
One Hundred Twenty-Five Thousand Dollars ($3,125,000.00) (together 
with all amendments, modifications, renewals, extensions, restate-
ments and replacements thereof, the "National City Line of Credit 
Note").

		1.77.  "Loan Agreement" means this Amended and Restated 
Loan Agreement dated as of March 26, 1997, as it may be amended, 
supplemented or otherwise modified from time to time.

		1.78.  "Loan Instruments" means this Loan Agreement, the 
Revolving Notes, the Line of Credit Notes, the Guaranty Agreement, 
each Application and Agreement for Letter of Credit and all other 
applications, reimbursement agreements and other documents or 
certificates executed in favor of PNC relating to the Letters of 
Credit, each Request for Revolving Loan, each Request for Line of 
Credit Advance, each Request for Swing Line Loan, each Compliance 
Certificate and all other agreements, documents and instruments 
delivered by the Borrower pursuant to this Loan Agreement.

		1.79.  "Margin Stock" has the meaning assigned to that 
term in Regulation U of the Board of Governors of the Federal 
Reserve System as in effect from time to time.

		1.80.  "Material Adverse Effect" means a material 
adverse effect upon the business, operations, properties, assets, 
condition or prospects (financial or otherwise) of the Borrower and 
its Consolidated Subsidiaries on a consolidated basis.

		1.81.  "Mexican Subsidiary" means Transformadora y 
Comercializadora de Metales S.A. de C.V., a corporation organized 
and existing under the laws of Mexico.

		1.82.  "Note Purchase Agreement" means that certain Note 
Agreement dated as of March 1, 1995, between the Borrower and the 
Note Purchasers pursuant to which Borrower issued and severally 
sold to the Note Purchasers the Senior Notes.

		1.83.  "Note Purchasers" means the institutional 
investors that are parties to the Note Purchase Agreement with 
Borrower.

		1.84.  "Note Purchasers Guaranty Agreements" means 
guaranty agreements by Wabash and, if applicable, Atlantic, respec-
tively, identical in all respects to the Wabash Guaranty Agreement, 
except given in favor of the Note Purchasers to guarantee the 
obligations of the Borrower under the Note Purchase Agreement.

		1.85.  "Note Purchasers Intercreditor Agreement" means 
the Intercreditor Agreement dated as of March 1, 1995 entered into 
among Agent, each of the Banks and each of the Note Purchasers.

		1.86.  "Notice of Conversion/Continuation" means a 
notice in the form of Exhibit G annexed hereto with respect to a 
proposed conversion or continuation of a Revolving Loan or a Line 
of Credit Advance.

		1.87.  "Obligations" means: (i) the entire unpaid 
principal balance of and all interest accrued on the Revolving 
Notes, (ii) the entire unpaid principal balance of and all interest 
accrued on the Line of Credit Notes, and (iii) all other liabili-
ties owing by the Borrower to the Banks arising under or pursuant 
to this Loan Agreement or the other Loan Instruments of any kind or 
nature, present or future, and whether or not evidenced by any 
note, guaranty or other instrument.  The term "Obligations" 
includes, without limitation, all interest, charges, expenses, 
reasonable attorneys' fees and any other sums chargeable to the 
Borrower under this Loan Agreement and/or any other Loan Instru-
ment.

		1.88.  "Offered Rate" means the interest rate quoted 
from time to time by PNC to the Borrower as applicable to Swing 
Line Loans.  The Offered Rate shall constitute, on each Funding 
Date of a Swing Line Loan, the offer quoted by an officer of PNC to 
the Borrower on each such Funding Date of a Swing Line Loan.

		1.89.  "Officer's Certificate" means a certificate 
executed on behalf of the Borrower by an Authorized Officer 
pursuant to this Loan Agreement.

		1.90.  "Person" means any individual, sole proprietor-
ship, partnership, joint venture, trust, unincorporated organiza-
tion, association, corporation, other entity or group, institution, 
party or government, whether federal, state, county, city, 
municipal or other, or agency or division thereof.

		1.91.  "Potential Event of Default" means the occurrence 
of any event or condition which, with the passage of time or the 
giving of notice, or both, would become an Event of Default.

		1.92.  "Pricing Level" means, for any Pricing Period, 
Pricing Level I, Pricing Level II or Pricing Level III, as may be 
in effect for such Pricing Period; provided that the Default Rate 
shall be in effect upon the occurrence and during the continuation 
of any Event of Default.

		1.93.  "Pricing Level I" means the Pricing Level that 
will be in effect for the applicable Pricing Period if, as of the 
relevant Date of Determination, the Leverage Ratio of the Borrower 
is equal to or less than .30 to 1.0.

		1.94.  "Pricing Level II" means the Pricing Level that 
will be in effect for the applicable Pricing Period if, as of the 
relevant Date of Determination, the Leverage Ratio of the Borrower 
is greater than .30 to 1.0 but is less than .40 to 1.0.

 		1.95.  "Pricing Level III" means the Pricing Level that 
will be in effect for the applicable Pricing Period if, as of the 
relevant Date of Determination, the Leverage Ratio of the Borrower 
is equal to or greater than .40 to 1.0.

		1.96.  Pricing Level Calculation Date" means the date of 
delivery to the Banks of the Compliance Certificate for the 
preceding Fiscal Quarter of the Borrower pursuant to Section 5.3(c) 
of this Loan Agreement.

		1.97.  "Pricing Period" means, with respect to any Date 
of Determination, the period commencing on such Date of Determina-
tion and ending on the day immediately preceding the next Date of 
Determination.

		1.98.  "Prime Rate" means at any time the interest rate 
per annum most recently designated or announced by PNC as its 
"Prime Rate" in effect at its principal office in Louisville, 
Kentucky, it being expressly understood and agreed to by the 
Borrower that the "Prime Rate" is the rate of interest designated 
by PNC as its "Prime Rate" and such term does not necessarily mean 
or imply that it is the lowest or best rate then available from the 
Bank.

		1.99.  "Pro Rata Share" means, (i) with respect to each 
Revolving Loan Commitment of each Bank, the percentage set forth 
opposite that Bank's name on Schedule 2.1 annexed hereto, and (ii) 
with respect to each Line of Credit Commitment of each Bank, the 
percentage set forth opposite that Bank's name on Schedule 2.1 
annexed hereto; provided that Schedule 2.1 shall be amended and 
each Bank's Pro Rata Share shall be adjusted from time to time to 
give effect to the addition or removal of any Bank as provided 
herein or by assignment pursuant to Section 10 hereof.

		1.100.  "Purchase Money Indebtedness" means all 
Indebtedness of the Borrower which is secured by a purchase money 
security interest in the assets acquired by the Borrower with the 
proceeds of such Indebtedness, but only to the extent such security 
interest encumbers solely the assets acquired by the Borrower with 
the proceeds of such Indebtedness and only secures the payment of 
the Indebtedness incurred by the Borrower to acquire such assets.

		1.101.  "Regulation D" means Regulation D of the Board 
of Governors of the Federal Reserve System as in effect from time 
to time.

		1.102.  "Request for Line of Credit Advance" means the 
request in the form of Exhibit I hereto with respect to a proposed 
Line of Credit Advance to be delivered by the Borrower to the Agent 
pursuant to Section 2.1C of this Loan Agreement.

		1.103.  "Request for Revolving Loan" means the Request 
in the form of Exhibit B annexed hereto with respect to a proposed 
Revolving Loan to be delivered by the Borrower to the Agent on 
behalf of the Banks pursuant to Sections 2.1C and 3.3A hereof.

		1.104.  "Request for Swing Line Loan" means the request 
in the form of Exhibit J hereto with respect to a proposed Swing 
Line Loan to be delivered by the Borrower to PNC pursuant to 
Section 2.11B of this Loan Agreement.

		1.105.  "Requisite Banks" means Banks holding at least 
60% of the sum of the Total Utilization of Revolving Loan Commit-
ments and Total Utilization of Line of Credit Commitments as of the 
date of determination of the Requisite Banks; provided, if there 
are no Revolving Loans, Line of Credit Advances or Letters of 
Credit outstanding as of the date of determination of the Requisite 
Banks, the term "Requisite Banks" shall mean Banks holding at least 
60% of the sum of the Revolving Loan Commitments and Line of Credit 
Commitments as of the date of determination of the Requisite Banks. 
 It is expressly understood that the Total Utilization of Revolving 
Loan Commitments for purposes of determination of the Requisite 
Banks includes each Bank's obligation to make Revolving Loans in an 
amount equal to its Pro Rata Share of all drawings under Letters of 
Credit issued by PNC pursuant to this Loan Agreement.

		1.106.  "Restricted Junior Payment" means (i) any 
dividend or other distribution, direct or indirect, on account of 
any shares of any class of stock of the Borrower now or hereafter 
outstanding, other than any dividend payable solely in shares of 
capital stock or in options, warrants or other rights to purchase 
capital stock, (ii) any redemption, retirement, sinking fund or 
similar payment, purchase or other acquisition for value, direct or 
indirect, of any shares of any class of stock of the Borrower, or 
of any warrants, options or other rights to acquire any such shares 
of stock, now or hereafter outstanding, or (iii) any payment or 
prepayment of principal of, premium, if any, or interest on, 
redemption, purchase, retirement, defeasance, sinking fund or 
similar payment with respect to, any Subordinated Indebtedness.

		1.107.  "Revolver" means the revolving credit facility 
established by the Banks in favor of the Borrower in the original 
principal amount of Thirty Million Dollars ($30,000,000.00) pur-
suant to this Loan Agreement, pursuant to which the Borrower may 
obtain Revolving Loans and Letters of Credit during the term of the 
Revolver upon the terms and conditions set forth in this Loan 
Agreement.  All references to the "aggregate principal balance of 
the Revolving Loans outstanding" or similar phrases in this Loan 
Agreement shall mean, as at the date of determination thereof, the 
sum of (i) the entire aggregate outstanding principal balance of 
all Revolving Loans made by the Banks pursuant to this loan Agree-
ment, and (ii) the then existing Letter of Credit Usage.

		1.108.  "Revolving Loan Commitment" or "Revolving Loan 
Commitments" means (i) the commitment of each Bank to maintain or 
make Revolving Loans and to make and/or participate in Letters of 
Credit as set forth in Sections 2.1 and 2.7 hereof, and (ii) the 
commitment of PNC to issue Letters of Credit as set forth in Sec-
tion 2.7 hereof.

		1.109.  "Revolving Loan Commitment Termination Date" 
means the Revolving Loan Commitment Termination Date then in 
effect, which currently shall be October 11, 1999, subject to 
extension thereof pursuant to Section 2.1B hereof, or, if sooner, 
(i) the date as of which the Obligations shall have become 
immediately due and payable pursuant to Section 7 hereof, or (ii) 
the date on which all of the Obligations are paid in full (includ-
ing, without limitation, the repayment, expiration, termination or 
cash collateralization of Letters of Credit pursuant to this Loan 
Agreement) and all Revolving Loan Commitments are reduced to zero.

		1.110.  "Revolving Loans" means the Revolving Loans 
which the Banks have agreed to maintain or make pursuant to Section 
2.1 hereof.

		1.111.  "Revolving Note" means, collectively, (i) that 
certain Amended and Restated Revolving Promissory Note dated 
October 11, 1996, made by the Borrower, payable to the order of 
PNC, and in the face principal amount of Eleven Million Two Hundred 
Fifty Thousand Dollars ($11,250,000.00), together with all 
amendments, modifications, renewals, extensions, restatements and 
replacements thereof, (ii) that certain Amended and Restated 
Revolving Promissory Note dated October 11, 1996, made by the 
Borrower, payable to the order of NBD, and in the face principal 
amount of Seven Million Five Hundred Thousand Dollars 
($7,500,000.00), together with all amendments, modifications, 
renewals, extensions, restatements and replacements thereof, (iii) 
that certain Amended and Restated Revolving Promissory Note dated 
October 11, 1996, made by the Borrower, payable to the order of 
SunTrust, and in the face principal amount of Seven Million Five 
Hundred Thousand Dollars ($7,500,000.00), together with all 
amendments, modifications, renewals, extensions, restatements and 
replacements thereof, and (iv) that certain Amended and Restated 
Revolving Promissory Note dated October 11, 1996, made by the 
Borrower, payable to the order of National City, and in the face 
principal amount of Three Million Seven Hundred Fifty Thousand 
Dollars ($3,750,000.00), together with all amendments, modifica-
tions, renewals, extensions, restatements and replacements thereof.

		1.112.  "Senior Notes" means Borrower's $40,000,000 
8.52% Senior Notes due March 1, 2005 that Borrower issued and 
severally sold to the Note Purchasers pursuant to the Note Purchase 
Agreement.

		1.113.  "Subordinated Indebtedness" means any Indebted-
ness of the Borrower now or hereafter owing to any Person and which 
has been subordinated to the prior payment of the Obligations in a 
manner satisfactory to the Banks.

		1.114.  "Subsidiary" means, with respect to the 
Borrower, (i) any corporation of which more than 50% of the 
outstanding voting stock is at the time owned by the Borrower or by 
one or more of its Subsidiaries, and (ii) any Person controlled by 
the Borrower or by one or more of its Subsidiaries, whether by 
virtue of voting interest, other beneficial interest or by voting 
agreement, proxy or otherwise.  The Joint Ventures shall not be 
deemed to be Subsidiaries for purposes of this Loan Agreement.

		1.115.  "Swing Line Loan Commitment" means the 
commitment of PNC to maintain or make Swing Line Loans as set forth 
in Section 2.11A of this Loan Agreement.

		1.116.  "Swing Line Loan Commitment Termination Date" 
means the Swing Line Loan Commitment Termination Date then in 
effect, which shall originally be October 10, 1997, subject to 
extension thereof pursuant to Section 2.11C of this Loan Agreement, 
or if sooner (i) the date as of which the Obligations shall have 
become immediately due and payable pursuant to Section 7 of this 
Loan Agreement, or (ii) the date on which all of the Obligations 
are paid in full (including, without limitation, the repayment, 
expiration, termination or cash collateralization of Letters of 
Credit pursuant to this Loan Agreement) and the Swing Line Loan 
Commitment is reduced to zero.

		1.117.  "Swing Line Loans" means the Swing Line Loans 
which PNC has agreed to maintain or make pursuant to Section 2.11A 
of this Loan Agreement.

		1.118.  "Swing Line Note" means that certain Swing Line 
Loan Promissory Note dated October 11, 1996, made by Borrower, 
payable to the order of PNC, and in the face principal amount of 
$5,000,000, together with all amendments, modifications, renewals, 
extensions, restatements and replacements thereof.

		1.119.  "Tax" or "Taxes" means any present or future 
tax, levy, impost, duty, charge, governmental fee, deduction or 
withholding of any nature and whatever called, by whomsoever, on 
whomsoever and wherever imposed, levied, collected, withheld or 
assessed; provided that "Tax on the overall net income" of a Person 
shall be construed as a reference to a tax imposed by the jurisdic-
tion in which that Person's principal office (and/or, in the case 
of a Bank, its lending office) is located on all or part of the net 
income, profits or gains of that Person (whether worldwide, or only 
insofar as such income, profits or gains are considered to arise in 
or to relate to a particular jurisdiction, or otherwise).

		1.120.  "Tax Transferee" means any Person who acquires 
any interest in the Revolving Loans (whether or not by operation of 
law) or in the office to which a Bank or the Agent has transferred 
its Revolving Loans for purposes of determining where the Revolving 
Loans are made, accounted for or booked.

		1.121.  "Total Utilization of Revolving Loan Commit-
ments" means, as at any date of determination thereof, the sum of 
(i) the aggregate principal amount of all outstanding Revolving 
Loans, and (ii) the Letter of Credit Usage.

		1.122.  "Total Utilization of Line of Credit Commit-
ments" means, as at any day of determination thereof, the sum of 
the aggregate principal amount of all outstanding Line of Credit 
Advances.

		1.123.  "Voting Stock" means the shares of capital stock 
or other securities of the Borrower entitled to vote generally in 
the election of the directors of the Borrower.

		1.124.  "Wabash" means Wabash Steel Corporation, an 
Indiana corporation.

		1.125.  "Wabash Guaranty Agreement" means that certain 
Amended and Restated Guaranty Agreement required to be delivered by 
Wabash in favor of Agent for the benefit of the Bank in satisfac-
tion of one of the conditions precedent to the Effective Date under 
Section 3.1 and, if applicable, any and all amendments, modifica-
tions, renewals, extensions, restatements and replacements thereof 
after the Effective Date, and which supersedes, replaces, amends 
and restates the Guaranty Agreement dated as of March 1, 1995, 
executed and delivered by Wabash in favor of the Agent for the 
benefit of the Banks, as supplemented by (i) that certain Ratifica-
tion and Reaffirmation Agreement dated as of October 15, 1995, 
executed and delivered by Wabash in favor of the Agent for the 
benefit of the Banks, and (ii) that certain Second Ratification and 
Reaffirmation Agreement dated as of October 11, 1996, executed and 
delivered by Wabash in favor of the Agent for the benefit of the 
Banks.

		1.126.  Accounting Terms.  For purposes of this Loan 
Agreement, all accounting terms not otherwise defined herein shall 
have the meanings assigned to them in conformity with GAAP and all 
financial statements and certificates and reports as to financial 
matters required to be delivered to the Banks hereunder shall 
(unless otherwise disclosed to the Banks in writing at the time of 
delivery thereof in the manner described in Section 5.3(b) hereof) 
be prepared in accordance with GAAP applied on a basis consistent 
with GAAP.

		1.127.  Other Definitional Provisions.  Any reference in 
this Loan Agreement (i) to a Section, a Schedule or an Exhibit is a 
reference to a section hereof, a schedule hereto or an exhibit 
hereto, respectively; and (ii) to a subsection or a clause is, 
unless otherwise stated, a reference to a subsection or a clause of 
the Section or subsection in which the reference appears.  In this 
Loan Agreement the singular includes the plural and the plural the 
singular; "hereof," "herein," "thereto," "hereunder" and the like 
mean and refer to this Loan Agreement as a whole and not merely to 
the specific section, paragraph or clause in which the respective 
word appears; words importing any gender include the other genders; 
references to statutes are to be construed as including all statu-
tory provisions consolidating, amending or replacing the statute 
referred to; references to "writing" include printing, typing, 
lithography and other means of reproducing words in a tangible 
visible form; the words "including," "includes" and "include" shall 
be deemed to be followed by the words "without limitation"; refer-
ences to agreements and other contractual instruments shall be 
deemed to include all subsequent amendments, supplements, assign-
ments and other modifications thereto, but only to the extent such 
modifications are not prohibited by the terms of this Loan Agree-
ment, and references to Persons include their respective permitted 
successors and assigns or, in the case of governmental Persons, 
Persons succeeding to the relevant functions of such Persons.

	SECTION 2
	REVOLVER; LINE OF CREDIT AND SWING LINE LOANS

	2.	Revolver.  Subject to the terms and conditions of this 
Loan Agreement, the Banks hereby establish the Revolver in favor of 
the Borrower in the principal amount of Thirty Million Dollars 
($30,000,000.00).  Pursuant to the Revolver, the Borrower may 
obtain Revolving Loans pursuant to, and subject to the terms and 
conditions set forth in, this Loan Agreement for the purposes set 
forth in Section 2.5 hereof.  The Revolver is subject to the 
following terms and conditions:

		2.1.  Revolving Loan Commitments; Revolving Loans; Line 
of Credit Commitment; Line of Credit Advances.

		2.1A.	Revolving Loan Commitments.  Each Bank severally 
agrees, subject to the limitations set forth below with respect to 
the maximum amount of Revolving Loans permitted to be outstanding 
from time to time, to lend to the Borrower from time to time during 
the period from the Closing Date to but excluding the Revolving 
Loan Commitment Termination Date an aggregate amount not exceeding 
its Pro Rata Share of the aggregate Revolving Loan Commitments.  
The original amount of each Bank's Revolving Loan Commitment is set 
forth opposite its name on Schedule 2.1 annexed hereto and the 
aggregate original amount of the Revolving Loan Commitments is 
Thirty Million Dollars ($30,000,000.00); provided that the amount 
of the Revolving Loan Commitments shall be reduced from time to 
time by the amount of any reductions thereto made pursuant to 
Section 2.4C hereof (it being understood that all references to the 
Revolving Loan Commitments of the Banks set forth in this Loan 
Agreement shall mean the initial Revolving Loan Commitments of the 
Banks set forth on Schedule 2.1 annexed hereto as reduced by 
voluntary reductions of the Revolving Loan Commitments effected by 
the Borrower pursuant to Section 2.4C hereof).  Each Bank's 
Revolving Loan Commitment shall expire on the Revolving Loan 
Commitment Termination Date and all Revolving Loans and all other 
Obligations owed hereunder shall be paid in full no later than that 
date.  Amounts borrowed under this Section 2.1A may be repaid and 
reborrowed to but excluding the Revolving Loan Commitment Termina-
tion Date, subject to the provisions of Section 2.4C hereof.

		Anything contained in this Loan Agreement to the 
contrary notwithstanding, the Revolving Loans and the Revolving 
Loan Commitments shall be subject to the following limitations (and 
the Borrower may be obligated to prepay Revolving Loans outstanding 
by virtue of such limitations as required under Sections 2.4A(ii) 
hereof):

	(1) The amount otherwise available for borrowing under the 
Revolving Loan Commitments as of the time of determination thereof 
(other than to reimburse PNC for the amount of any drawings under 
any Letters of Credit honored by PNC and not theretofore reimbursed 
by the Borrower) shall be reduced by an amount equal to the Letter 
of Credit Usage as of such time of determination; and

	(2) The Total Utilization of Revolving Loan Commitments shall 
not exceed the aggregate Revolving Loan Commitments.

		2.1B.	Term of Revolving Loan Commitments.  The Revolving 
Loan Commitments shall become effective immediately as of the 
Closing Date, and as of the Closing Date, the Borrower may obtain 
Revolving Loans and Letters of Credit subject to the terms and 
conditions contained herein.  The Revolving Loan Commitments shall 
continue in effect until the Revolving Loan Commitment Termination 
Date, unless sooner terminated (a) by the Banks upon the occurrence 
and during the continuation of an Event of Default, or (b) by the 
Borrower at any time in its sole and absolute discretion.  The 
Borrower may request, not less than sixty (60) days prior to 
October 11, 1999 or any subsequent Revolving Loan Commitment 
Termination Date, that the Revolving Loan Commitment Termination 
Date be extended for a period selected by the Borrower and 
acceptable to the Banks.  The Agent shall notify the Borrower in 
writing, within thirty (30) days of receipt of such request, 
whether the Banks have elected to so extend the Revolving Loan 
Commitment Termination Date.  In the event the Agent fails to give 
such written notice to the Borrower within such thirty (30) day 
period, such failure shall constitute an affirmative election by 
the Banks not to so extend the Revolving Loan Commitment Termina-
tion Date.  The Revolving Loan Commitment Termination Date may only 
be extended by the unanimous written consent of all of the Banks in 
their sole and absolute discretion as communicated in writing to 
the Agent.  If any Bank elects not to extend the Revolving Loan 
Commitment Termination Date, the Agent shall notify the Borrower 
thereof and such Bank shall constitute an "Affected Bank" for pur-
poses of Section 10.E hereof.  In the event the Banks elect not to 
extend the Revolving Loan Commitment Termination Date, the Revolv-
ing Loan Commitments shall terminate, and the entire unpaid prin-
cipal balance of and all accrued and unpaid interest on the Revolv-
ing Loans and the other Obligations shall be respectively due and 
payable in full to the Banks on the then Revolving Loan Commitment 
Termination Date, subject at all times to the Banks' absolute right 
to terminate the Revolving Loan Commitments upon the occurrence and 
during the continuation of an Event of Default.  Upon termination 
of the Revolving Loan Commitments by the Banks upon the occurrence 
and during the continuation of an Event of Default, or by the Bor-
rower at any time in its sole and absolute discretion, the entire 
unpaid principal balance of and all accrued and unpaid interest on 
the Revolving Loans and all other Obligations shall be respectively 
due and payable in full to the Banks.  The termination of the Re-
volving Loan Commitments, for whatever reason, shall not in any way 
release or relieve the Borrower from its obligations incurred here-
under or in connection herewith or under the Revolving Notes or the 
other Loan Instruments and the provisions hereof and of the Revolv-
ing Notes and the other Loan Instruments shall continue in full 
force and effect until the Revolving Notes and all other Obliga-
tions have been respectively paid in full to the Banks.  In the 
event the Borrower terminates the Revolving Loan Commitments, which 
the Borrower has the right to do at any time in its sole and abso-
lute discretion, the Borrower shall be obligated to pay the Revolv-
ing Notes and all other Obligations in full to the Banks, respec-
tively.

		2.1A.-2	Line of Credit.  The Banks hereby establish a 
revolving line of credit in favor of the Borrower in the original 
principal amount of Twenty-Five Million Dollars ($25,000,000.00) 
(the "Line of Credit"). The Line of Credit shall be evidenced by 
the Line of Credit Notes. Pursuant to the Line of Credit, the 
Borrower may obtain Line of Credit Advances pursuant to, and 
subject to the terms and conditions set forth in, this Loan 
Agreement. The Line of Credit shall be subject to the following 
terms and conditions:

			(i)	Term of Line of Credit. The Line of Credit 
shall become effective immediately as of the date of this Loan 
Agreement, and as of the date hereof, the Borrower may obtain 
Line of Credit Advances, in each case subject to the terms and 
conditions contained in this Loan Agreement. The Line of 
Credit shall terminate on the Line of Credit Commitment 
Termination Date, unless sooner terminated (a) by the Banks 
upon the occurrence and during the continuation of an Event of 
Default, or (b) by the Borrower at any time in its sole and 
absolute discretion. The Borrower may request in writing, not 
less than sixty (60) days prior to the current Line of Credit 
Commitment Termination Date or any subsequent Line of Credit 
Commitment Termination Date (which shall be 364 days from the 
immediately preceding Line of Credit Commitment Termination 
Date), that the Line of Credit Commitment Termination Date be 
extended for a period selected by the Borrower and acceptable 
to the Banks. The Agent shall notify the Borrower in writing, 
within thirty (30) days of receipt of such request, whether 
the Banks have elected to so extend the Line of Credit 
Commitment Termination Date. In the event the Borrower fails 
to receive such written notice from the Agent, such failure 
shall constitute an affirmative election by the Banks not to 
so extend the Line of Credit Commitment Termination Date. The 
Line of Credit Commitment Termination Date may only be 
extended by the unanimous written consent of all of the Banks 
in their sole and absolute discretion as communicated in 
writing to the Agent. If any Bank elects not to extend the 
Line of Credit Commitment Termination Date, the Agent shall 
notify the Borrower thereof and such Bank shall constitute an 
"Affected Bank" for purposes of Section 10.E of the Loan 
Agreement. In the event the Banks elect not to extend the Line 
of Credit Commitment Termination Date, the Line of Credit 
Commitments shall terminate, and the entire unpaid principal 
balance of and all accrued and unpaid interest on the Line of 
Credit Advances shall be due and payable in full to the Banks 
on the then Line of Credit Commitment Termination Date, 
subject at all times to the Banks' absolute right to terminate 
the Line of Credit Commitments upon the occurrence and during 
the continuation of an Event of Default. Upon termination of 
the Line of Credit Commitments by the Banks upon the occur-
rence and during the continuation of an Event of Default, or 
by the Borrower at any time in its sole and absolute discre-
tion, the entire unpaid principal balance of and all accrued 
and unpaid interest on the Line of Credit Advances shall be 
due and payable in full to the Banks and, in the case of the 
occurrence and continuance of an Event of Default, the Bank 
shall be entitled to all of the other rights and remedies 
available to them thereupon under the Loan Instruments. The 
termination of the Line of Credit Commitments, for whatever 
reason, shall not in any way release or relieve the Borrower 
from its obligations incurred hereunder or in connection 
herewith or under the Line of Credit Notes or the other Loan 
Instruments and the provisions hereof and of the Line of 
Credit Notes and the other Loan Instruments shall continue in 
full force and effect until the Line of Credit Notes and all 
other Obligations have been respectively paid in full to the 
Banks. In the event the Borrower terminates the Line of Credit 
Commitments, which the Borrower has the right to do at any 
time in its sole and absolute discretion, the Borrower shall 
be obligated to pay the Line of Credit Notes in full to the 
Banks at the time of such termination.

			(ii)	Purpose of Line of Credit. The Borrower agrees 
that the proceeds of the Line of Credit and each Line of 
Credit Advance obtained thereunder shall be used to support 
working capital and the general corporate purposes of the 
Borrower. The Borrower further agrees that no portion of the 
proceeds of the Line of Credit or any Line of Credit Advance 
obtained thereunder shall be used to purchase or carry any 
margin stock, to extend credit to others for the purpose of 
purchasing or carrying margin stock or for any purpose pro-
scribed by Regulation G, Regulation T, Regulation U or 
Regulation X of the Board of Governors of the Federal Reserve 
System.

			(iii)  Payments of Line of Credit. All payments on 
the Line of Credit Notes shall be in legal tender of the 
United States of America. If the date any payment due under 
the Line of Credit Notes shall not be a Business Day, the 
payment otherwise then due shall be due and payable on the 
next succeeding Business Day (provided, interest shall 
continue to accrue on each such non-Business Day)

		2.1C Borrowing Mechanics. The obtaining by the Borrower 
of each Revolving Loan and each Line of Credit Advance shall 
be subject to the following terms and conditions:

			(a)	Base Rate Loans shall be in the minimum amount 
of One Million Dollars ($1,000,000.00) and integral multiples 
of One Hundred Thousand Dollars ($100,000.00) in excess of 
that amount or, if less, the amount available to be borrowed 
under either the Revolver or the Line of Credit at the time 
the Base Rate Loan is requested by the Borrower. Subject to 
there being sufficient availability under the Revolver and the 
Line of Credit, as applicable, LIBOR Rate Loans shall be in 
the minimum amount of Five Million Dollars ($5,000,000.00) and 
integral multiples of One Million Dollars ($1,000,000.00) in 
excess of that amount. Whenever the Borrower desires that the 
Banks make a Revolving Loan and/or a Line of Credit Advance to 
the Borrower, the Borrower shall deliver to the Banks a 
Request for Revolving Loan or a Request for Line of Credit 
Advance no later than 10:30 A.M. (Louisville, Kentucky time) 
at least three (3) Business Days in advance of the proposed 
Funding Date in the case of a LIBOR Rate Loan and on the day 
of the proposed Funding Date in the case of a Base Rate Loan. 
The Request for Revolving Loan and the Request for Line of 
Credit Advance shall be in the form of Exhibits B and I, 
respectively, attached hereto and made a part of this Loan 
Agreement.  Revolving Loans and Line of Credit Advances may be 
continued as or converted into Base Rate Loans and LIBOR Rate 
Loans in the manner provided in Section 2.2D hereof. In lieu 
of delivering the above described Request for Revolving Loan 
and the Request for Line of Credit Advance, the Borrower may 
give the Agent telephonic notice by the required time of the 
requested Revolving Loan and/or Line of Credit Advance under 
this Section 2.1C; provided that such notice shall be promptly 
confirmed in writing by delivery of a Request for Revolving 
Loan and the Request for Line of Credit Advance to the Agent 
on or before the applicable Funding Date.

			(b)	Neither the Agent nor the Banks shall incur 
any liability to the Borrower in acting upon any telephonic 
notice referred to above which the Agent and/or the Banks 
believe in good faith to have been given by an Authorized 
Officer or other person authorized to borrow on behalf of the 
Borrower or for otherwise acting in good faith under this 
Section 2.1C, and, upon funding of any Revolving Loans or any 
Line of Credit Advances by the Banks in accordance with this 
Loan Agreement pursuant to any telephonic notice, the Borrower 
shall have effected such Revolving Loans or such Line of 
Credit Advances hereunder.

			(c)	Except as provided in Sections 2.6B, 2.6C or 
2.6F hereof, a Request for Revolving Loan or a Request for 
Line of Credit Advance for a LIBOR Rate Loan (or telephonic 
notice in lieu thereof) shall be irrevocable on and after the 
related Interest Rate Determination Date, and the Borrower 
shall be bound to borrow the particular LIBOR Rate Loan in 
accordance therewith.

			(d)	The Agent shall make the proceeds of each 
Revolving Loan and each Line of Credit Advance requested by 
the Borrower available to the Borrower on the Funding Date by 
causing an amount of same day funds equal to the proceeds of 
such Revolving Loan and such Line of Credit Advance to be 
credited to the account of the Borrower maintained with the 
Banks.

			(e)	The Borrower shall have no right to obtain, 
and the Banks shall have no obligation to make, any Revolving 
Loan or any Line of Credit Advance if a Potential Event of 
Default or an Event of Default has occurred and is continuing.

			(f)	Each request by the Borrower for a Revolving 
Loan, a Line of Credit Advance or a Swing Line Loan shall, in 
and of itself, constitute a continuing representation and 
warranty by the Borrower to the Banks (i) that the Borrower 
then is, and at the time the Revolving Loan, Line of Credit 
Advance or Swing Line Loan is actually made will be, entitled 
under this Loan Agreement to obtain the particular Revolving 
Loan, Line of Credit Advance or Swing Line Loan, and (ii) that 
all of the covenants, agreements, representations and warran-
ties made by the Borrower herein and in the other Loan 
Instruments are true and correct, and have been fully complied 
with, as of such date.

			(g)	The Borrower shall have no right to obtain any 
Revolving Loan, Line of Credit Advance or Swing Line Loan 
unless all of the terms and conditions set forth in this 
Section 2.1C have been fully satisfied with regard to that 
Revolving Loan, that Line of Credit Advance or that Swing Line 
Loan.

		2.1D	Disbursement of Revolving Loans to the Borrower.  
All Revolving Loans made to the Borrower under this Loan Agreement 
shall be made by the Banks simultaneously and proportionately in 
accordance with their respective Pro Rata Shares of the Revolving 
Loan Commitments, it being understood that no Bank shall be 
responsible for any default by any other Bank of that other Bank's 
obligation to fund its Pro Rata Share of a Revolving Loan requested 
hereunder by the Borrower, nor shall the Revolving Loan Commitment 
of any Bank be increased or decreased as a result of the default by 
any other Bank of that other Bank's obligation to fund its Pro Rata 
Share of a Revolving Loan requested hereunder by the Borrower. 
Promptly after receipt by the Agent of a Request For Revolving Loan 
pursuant to Section 2.1C hereof (or telephonic notice in lieu 
thereof), the Agent shall notify each Bank of the Revolving Loan 
requested by the Borrower pursuant thereto.  Each Bank shall make 
its Pro Rata Share of each Revolving Loan to be made to the 
Borrower available to the Agent, in same day funds, at the office 
of the Agent located at 500 West Jefferson Street, Louisville, 
Kentucky not later than 1:00 P.M. (Louisville, Kentucky time) on 
the Funding Date.  Except with respect to the reimbursement to PNC 
for a drawing under a Letter of Credit issued by PNC as provided in 
Section 2.7 hereof, upon satisfaction or waiver of the conditions 
precedent specified in Section 3.l in the case of the initial 
Revolving Loan on the initial Funding Date and Section 3.3 in the 
case of a Revolving Loan on any subsequent Funding Date, the Agent 
shall make the proceeds of each Revolving Loan requested by the 
Borrower available to the Borrower on the Funding Date by causing 
an amount of same day funds equal to the proceeds of the Banks' 
respective Pro Rata Shares of such Revolving Loan received by the 
Agent at its office located at the address set forth in the preced-
ing sentence to be credited to the account of the Borrower at such 
office of the Agent or wired to an account designated by the Bor-
rower.  All Revolving Loans shall be paid in full to the Agent on 
the Revolving Loan Commitment Termination Date.

		Unless the Agent shall have been notified by any Bank 
prior to a Funding Date that such Bank does not intend to make 
available to the Agent such Bank's Pro Rata Share of the Revolving 
Loan requested on such Funding Date to be made to the Borrower, the 
Agent may assume that such Bank has made such amount available to 
the Agent on such Funding Date and the Agent may, in its sole 
discretion, but shall not be obligated to, make available to the 
Borrower a corresponding amount on such Funding Date.  If such 
corresponding amount is not in fact made available to the Agent by 
such Bank, the Agent shall be entitled to recover such correspond-
ing amount on demand from such Bank together with interest thereon, 
for each day from such Funding Date until the date such amount is 
paid to the Agent, at the customary rate set by the Agent for the 
correction of errors among banks for three (3) Business Days and 
thereafter at the Federal Funds Rate.  If such Bank does not pay 
such corresponding amount forthwith upon the Agent's demand 
therefor, the Agent shall promptly notify the Borrower thereof and 
the Borrower shall immediately pay such corresponding amount to the 
Agent together with interest thereon, for each day from such 
Funding Date until the date such amount is paid to the Agent, at 
the interest rate borne by the particular Revolving Loan.  Nothing 
in this Section 2.1D shall be deemed to relieve any Bank from its 
obligation to fulfill its Revolving Loan Commitment hereunder or to 
prejudice any rights that the Borrower may have against any Bank as 
a result of any default by such Bank hereunder.  In the event any 
Bank gives notice to the Agent that such Bank does not intend to 
fund its Pro Rata Share of any Revolving Loan to be made to the 
Borrower or in the event any Bank otherwise fails to fund its Pro 
Rata Share of any Revolving Loan to be made to the Borrower, the 
Agent shall promptly notify the other Banks and the Borrower of the 
occurrence of any such event.

		2.2.	Interest on the Revolving Loans and the Line of 
Credit Advances.

			2.2A.	Rates of Interest. Subject to the provisions 
of Sections 2.2G and 2.6 hereof, each Revolving Loan and each 
Line of Credit Advance made to the Borrower shall bear 
interest on the unpaid principal amount thereof from the date 
made through maturity (whether by acceleration or otherwise) 
at either the Base Rate or the LIBOR Rate as provided below, 
as the case may be. The applicable basis for determining the 
rate of interest with respect to Revolving Loans and/or Line 
of Credit Advances made to the Borrower shall be selected by 
the Borrower initially at the time a Request for Revolving 
Loan or a Request for Line of Credit Advance is delivered to 
the Agent pursuant to Section 2.1A hereof.  The basis for 
determining the interest rate with respect to any Revolving 
Loan or any Line of Credit Advance made to the Borrower may be 
changed from time to time pursuant to Section 2.2D hereof.  If 
on any day a Revolving Loan or a Line of Credit Advance is 
outstanding to the Borrower with respect to which notice has 
not been delivered to the Banks in accordance with the terms 
of this Loan Agreement specifying the applicable basis for 
determining the rate of interest to apply to such Revolving 
Loan or such Line of Credit Advance then, for that day, that 
Revolving Loan or that Line of Credit Advance shall be deemed 
a Base Rate Loan and shall bear interest at the Base Rate.

			Subject to the provisions of Sections 2.6B and 2.6C 
hereof, Revolving Loans and/or Line of Credit Advances shall 
bear interest through maturity as follows:

				(i)	If a Base Rate Loan, then at a rate per 
annum equal to the Base Rate;

				(ii)	If a LIBOR Rate Loan, then at a rate per 
annum equal to the LIBOR Rate; provided that, on each 
Date of Determination, commencing with the first such 
date to occur after October 11, 1996, the Applicable 
LIBOR Rate Margin in effect for the Pricing Period 
commencing on such Date of Determination and continuing 
for the term of the Pricing Period that begins on such 
Date of Determination shall be the Applicable LIBOR Rate 
Margin corresponding to the Pricing Level in effect for 
such Pricing Period, as applicable:

								Applicable
			Pricing Level		LIBOR Rate Margin

			Pricing Level I		.500%
			Pricing Level II		.575%
			Pricing Level III		.625%

			Notwithstanding anything in the foregoing to the 
contrary, if any Compliance Certificate delivered by the 
Borrower demonstrating the appropriate Pricing Level shall 
prove to be incorrect (as determined by reference to the 
Borrower's financial statements or otherwise), such Compliance 
Certificate shall no longer be in effect, and the Banks shall 
notify the Borrower of such incorrectness and shall calculate 
the difference between the amount of interest actually paid by 
the Borrower on the basis of such incorrect Compliance 
Certificate and the amount of interest which would have been 
due had such incorrect Compliance Certificate not been 
delivered. The Agent shall notify the Borrower of the amount 
of such difference, if any, in a statement setting forth the 
method of calculation of such amount (which calculation, in 
the absence of demonstrable error, shall be deemed correct) 
and the Borrower shall pay such amount to the Agent, for the 
benefit of the Banks, within three (3) Business Days of such 
notice.

			2.2B.	LIBOR Interest Periods. In connection with 
each LIBOR Rate Loan made to the Borrower, the Borrower may, 
pursuant to the Request for Revolving Loan, Request for Line 
of Credit Advance or Notice of Conversion/Continuation, as the 
case may be, select an interest period (each an "Interest 
Period") to be applicable to such LIBOR Rate Loan, which 
Interest Period shall be at the Borrower's option either a 
one, two, three or six month period, provided that:

				(i)	the initial Interest Period for any LIBOR 
Rate Loan made to the Borrower shall commence on the 
Funding Date of such LIBOR Rate Loan, in the case of a 
Revolving Loan or a Line of Credit Advance initially 
made as a LIBOR Rate Loan, or on the date specified in 
the applicable Notice of Conversion/Continuation, in the 
case of a Base Rate Loan converted to a LIBOR Rate Loan;

				(ii)	in the case of immediately successive 
Interest Periods applicable to a LIBOR Rate Loan made to 
the Borrower continued as such pursuant to a Notice of 
Conversion/ Continuation, each successive Interest 
Period shall commence on the day on which the next 
preceding Interest Period expires;

				(iii)  if an Interest Period would otherwise 
expire on a day that is not a Business Day, such 
Interest Period shall expire on the next succeeding 
Business Day; provided that, if any Interest Period 
would otherwise expire on a day that is not a Business 
Day but is a day of the month after which no further 
Business Day occurs in such month, such Interest Period 
shall expire on the next preceding Business Day;

				(iv)	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, subject to clause (iii) of this Section 2.2B, end 
on the last Business Day of a calendar month;

				(v)	there shall be no more than seven (7) 
Interest Periods relating to the LIBOR Rate Loans made 
to the Borrower outstanding at any time, unless there 
are Base Rate Loans outstanding, in which event there 
shall be no more than six (6) Interest Periods relating 
to LIBOR Rate Loans outstanding at such time;

				(vi)	in the event the Borrower fails to speci-
fy an Interest Period in the particular Request for 
Revolving Loan, Request for Line of Credit Advance 
and/or Notice of Conversion/Continuation, the Borrower 
shall be deemed to have selected an Interest Period of 
one month; and

				(vii)  no Interest Period shall extend beyond 
the then stated maturity date of the Revolver or the 
Line of Credit, as applicable.

			2.2C.	Interest Payments. Subject to the provisions 
of Section 2.2E hereof, interest shall be payable on the 
Revolving Loans and the Line of Credit Advances made to the 
Borrower as follows:

				(i)	interest on each Base Rate Loan shall be 
payable in arrears on the last day of each Fiscal 
Quarter, upon any prepayment or repayment of any such 
Revolving Loan or Line of Credit Advance (to the extent 
accrued on the amount being prepaid or repaid) and at 
maturity (including final maturity); all the interest on 
the Base Rate Loans shall be computed based upon the 
actual number of days elapsed over an assumed year of 
three hundred sixty-five -(365) or three hundred 
sixty-six (366) days; and

				(ii)	interest on each LIBOR Rate Loan shall be 
payable in arrears on the last day of an Interest 
Period, if the Interest Period is one, two or three 
months, or shall be payable in arrears on the ninetieth 
(90th) day of each Interest Period and on the last day 
of the Interest Period if the Interest Period is six 
months, upon the date of any prepayment or repayment of 
such LIBOR Rate Loan (to the extent accrued on the 
amount being prepaid or repaid) and at maturity 
(including final maturity); all the interest on the 
LIBOR Rate Loans shall be computed based upon the actual 
number of days elapsed over an assumed year of three 
hundred sixty (360) days.

			2.2D.	Conversion or Continuation.  Subject to the 
provisions of Section 2.6 hereof, the Borrower shall have the 
option (i) to convert at any time all or any part of outstand-
ing Revolving Loans made to the Borrower from Revolving Loans 
bearing interest at a rate determined by reference to one 
basis to Revolving Loans bearing interest at a rate determined 
by reference to an alternative basis, (ii) to convert at any 
time all or any part of outstanding Line of Credit Advances 
made to the Borrower from Line of Credit Advances bearing 
interest at a rate determined by reference to one basis to 
Line of Credit Advances bearing interest at a rate determined 
by reference to an alternative basis, or (iii) upon the 
expiration of any Interest Period applicable to a LIBOR Rate 
Loan made to the Borrower, to continue all or any portion of 
such LIBOR Rate Loan as a LIBOR Rate Loan, and the succeeding 
Interest Period of such continued LIBOR Rate Loan shall 
commence on the last day of the current Interest Period with 
respect thereto; provided however that a LIBOR Rate Loan may 
only be converted into a Base Rate Loan on the expiration date 
of the Interest Period applicable thereto.

			The Borrower shall deliver a Notice of 
Conversion/Continuation to the Agent no later than 10:30 
A.M. (Louisville, Kentucky time) on the same Business 
Day in advance of the proposed conversion/continuation 
date (in the case of a conversion to a Base Rate Loan) 
and at least three (3) Business Days in advance of the 
proposed conversion/continuation date (in the case of a 
conversion to, or a continuation of, a LIBOR Rate Loan). 
A Notice of Conversion/Continuation shall specify (i) 
the proposed conversion/continuation date (which shall 
be a Business Day), (ii) the amount of the Revolving 
Loan or the Line of Credit Advance to be 
converted/continued, (iii) the nature of the proposed 
conversion/continuation, (iv) in the case of a 
conversion to, or continuation of, a LIBOR Rate Loan, 
the requested Interest Period, and (v) in the case of a 
conversion to, or a continuation of, a LIBOR Rate Loan, 
that no Event of Default has occurred and is continuing. 
In lieu of delivering the above-described Notice of 
Conversion/Continuation, the Borrower may give the Banks 
telephonic notice by the required time of any proposed 
conversion/continuation under this Section 2.2D; 
provided that such notice shall be promptly confirmed in 
writing by delivery of a Notice of Conversion/Con-
tinuation to the Agent on or before the proposed conver-
sion/continuation date.

			Neither the Agent nor the Bank shall incur any 
liability to the Borrower in acting upon any telephonic 
notice referred to above that the Agent believes in good 
faith to have been given by an Authorized Officer of the 
Borrower or for otherwise acting in good faith under 
this Section 2.2D, and upon conversion or continuation 
of the applicable basis for determining the interest 
rate with respect to any Revolving Loans or any Line of 
Credit Advances made to the Borrower in accordance with 
this Loan Agreement pursuant to any such telephonic 
notice, the Borrower shall have effected a conversion or 
continuation, as the case may be, hereunder.

			Except as otherwise provided in Sections 2.6B, 
2.6C and 2.6F hereof, a Notice of Conver-
sion/Continuation for conversion to, or continuation of, 
a LIBOR Rate Loan (or telephonic notice in lieu thereof) 
shall be irrevocable on and after the related Interest 
Rate Determination Date and the Borrower shall be bound 
to effect the conversion or continuation in accordance 
therewith.

			2.2E.	Post-Maturity Interest. All installments of 
accrued interest on and all unpaid principal of the Revolving 
Notes and/or the Line of Credit Notes not paid to the Banks 
when due or within fifteen (15) days thereafter shall bear 
interest (including post-petition interest in any proceeding 
under the Bankruptcy Code or other applicable Bankruptcy laws) 
at the Default Rate until such overdue installments of accrued 
interest and unpaid principal have been paid in full to the 
Banks. Payment or acceptance of the increased rates of 
interest provided for in this Section 2.2E is not a permitted 
alternative to timely payment and shall not constitute a 
waiver of any Event of Default or otherwise prejudice or limit 
any rights or remedies of the Agent or any Bank.

2.2F.   Computation of Interest. In computing interest 
on any Revolving Loan or any Line of Credit Advance made to 
the Borrower, the date of the making of such Revolving Loan or 
such Line of Credit Advance or the first day of an Interest 
Period applicable to such Revolving Loan or such Line of 
Credit Advance or, with respect to a Base Rate Loan being 
converted from a LIBOR Rate Loan, the date of conversion of 
such LIBOR Rate Loan to such Base Rate Loan, as the case may 
be, shall be included, and the date of payment of such 
Revolving Loan or such Line of Credit Advance or the expira-
tion date of an Interest Period applicable to such Revolving 
Loan or such Line of Credit Advance or, with respect to a Base 
Rate Loan being converted to a LIBOR Rate Loan, the date of 
conversion of such Base Rate Loan to such LIBOR Rate Loan 
shall be excluded; provided that if a Revolving Loan or a Line 
of Credit Advance is repaid on the same day on which it is 
made, one day's interest shall be paid on that Revolving Loan 
or that Line of Credit Advance.

			2.2G.	Special Provisions Governing Federal Funds 
Rate.

(i)     Federal Funds Rate Unascertainable. In 
the event that, on any date on which a Federal Funds 
Rate would otherwise be set, the Agent shall have 
determined (which determination shall be final and 
conclusive) that, by reason of circumstances affecting 
the reporting of the average national federal funds rate 
by the Federal Reserve Bank of New York or such other 
agency then reporting such rate, reasonable means do not 
exist for ascertaining the Federal Funds Rate, the Agent 
shall give prompt notice of such determination to the 
Borrower and to the Banks and, until the Agent notifies 
the Borrower and the Banks that the circumstances giving 
rise to such determination no longer exist, all Base 
Rate Loans then or thereafter outstanding shall bear 
interest at the Prime Rate.

(ii)    Impracticability of Offering Federal 
Funds Rate by Any Bank. In the event that any Bank shall 
determine, in good faith, that it is impracticable or 
impossible for such Bank to offer funds to the Borrower 
at the Federal Funds Rate because changes in market 
conditions and/or in such Bank's cost of funds occurring 
after the Closing Date have made it not feasible for 
such Bank to realize the anticipated and 
bargained-for-yield hereunder, then such Bank shall be 
an "Affected Bank" hereunder and shall promptly notify 
the Agent of such impracticability. The Agent upon 
receipt of such notice shall notify the Borrower that 
all Base Rate Loans from the Affected Bank shall 
thereafter bear interest at the Prime Rate. Nothing in 
this Section 2.2G(ii) shall affect the obligation of any 
Bank other than an Affected Bank to make or maintain 
Revolving Loans and/or Line of Credit Advances as, or to 
convert Revolving Loans and/or Line of Credit Advances 
to, Base Rate Loans in accordance with the other terms 
of this Loan Agreement.


		2.3.  Fees.

			2.3A.	

				(i)	Revolver Commitment Fee. The Borrower 
agrees to pay the Agent, for the benefit of the Banks in 
proportion to their respective Commitment Fee Pro Rata 
Shares, commitment fees (the "Commitment Fees") for the 
period from and including October 11, 1996 to and 
excluding the Revolving Loan Commitment Termination 
Date, equal to the average of the daily excess of the 
Revolving Loan Commitments (as reduced pursuant to 
Section 2.4C hereof) over the aggregate principal amount 
of Revolving Loans plus the Letter of Credit Usage 
multiplied by the Applicable Revolver Commitment Fee per 
annum. The Commitment Fees shall be calculated on the 
basis of a 360-day year and the actual number of days 
elapsed and shall be payable quarterly in arrears on the 
last day of each Fiscal Quarter, commencing on the first 
such day to occur after October 11, 1996, and on the 
Revolving Loan Commitment Termination Date. The Borrower 
shall have no liability to any Banks for any Commitment 
Fees paid to the Agent which the Agent does not properly 
remit to such Banks, and any such Bank's sole remedy in 
respect thereof shall be against the Agent. The 
Applicable Revolver Commitment Fee in effect for the 
Pricing Period commencing on the first day of each 
Fiscal Quarter and continuing for the term of the Fiscal 
Quarter that begins on such first day of the Fiscal 
Quarter shall be the Applicable Revolver Commitment Fee 
corresponding to the Pricing Level in effect for such 
period, as applicable:

                              Applicable Revolver
			Pricing Level		  Commitment Fee   

			Pricing Level I		.175%
			Pricing Level II		.200%
			Pricing Level III		.225%

    (ii)    Line of Credit Commitment Fee. Borrower 
agrees to pay to the Agent, for the benefit of the Banks 
in proportion to their respective Line of Credit Commit-
ment Fee Pro Rata Shares, commitment fees ("the Line of 
Credit Commitment Fees") for the period from and includ-
ing October 11, 1996 to and excluding the Line of Credit 
Termination Date, equal to the average of the daily 
excess of the Line of Credit Commitments (as reduced 
pursuant to Section 2.4C hereof) over the aggregate 
principal amount of Line of Credit Advances multiplied 
by one eighth of one percent (0.125%) per annum. The 
Line of Credit Commitment Fees shall be calculated on 
the basis of a 360-day year and the actual number of 
days elapsed and shall be payable quarterly in arrears 
on the last day of each Fiscal Quarter, commencing on 
the first such date to occur after October 11, 1996, and 
on the Line of Credit Commitment Termination Date. The 
Borrower shall have no liability to any Bank for any 
Line of Credit Commitment Fees paid to the Agent which 
the Agent does not properly remit to such Bank, and any 
such Bank's sole remedy in respect thereof shall be 
against the Agent.

		2.3B.	Other Fees.  The Borrower agrees to pay to the 
Agent such fees for serving as the Agent hereunder in the amounts 
and at the times agreed to in writing between the Borrower and the 
Agent.

		2.4.  Prepayments and Payments; Reductions in Revolving 
Loan and Line of Credit Commitments.  The parties to this Loan 
Agreement stipulate that the provisions of this Section 2.4 shall 
apply to the Line of Credit Advances with the same force and effect 
as such provisions apply to Revolving Loans.

		2.4A.	Prepayments.

	(i) Voluntary Prepayments of Revolving Loans Made to the 
Borrower.  The Borrower may at any time prepay Revolving Loans by 
giving to the Agent, in the case of Base Rate Loans, notice of 
intent to prepay such Base Rate Loans by 11:00 A.M. Louisville, 
Kentucky time on the date the Borrower elects to prepay such Base 
Rate Loans and, in the case of LIBOR Rate Loans, notice of intent 
to prepay by 11:00 A.M., Louisville, Kentucky time one (1) Business 
Day prior to the date the Borrower elects to prepay such LIBOR Rate 
Loans (which notice the Agent will promptly transmit by telecopy, 
telex or telephone to each Bank), provided that each such prepay-
ment shall be in a minimum amount of Two Hundred Fifty Thousand 
Dollars ($250,000.00) and integral multiples of Fifty Thousand 
Dollars ($50,000.00) in excess of that amount; provided further 
that in the event that the Borrower prepays a LIBOR Rate Loan 
pursuant to this Section 2.4A or pays a LIBOR Rate Loan pursuant to 
any other Section of this Loan Agreement on a date that is other 
than the expiration date of the Interest Period applicable thereto, 
the Borrower shall compensate the Banks receiving such prepayments 
in accordance with the provisions of Section 2.6D hereof.  If the 
Borrower has given notice of prepayment as aforesaid, the principal 
amount of the Revolving Loans specified in such notice shall become 
due and payable on the prepayment date specified therein.

	(ii) Mandatory Prepayments.  The Borrower shall from time to 
time prepay the Revolving Loans to the extent necessary to give 
effect to the limitations set forth in Section 2.1A hereof.

		All prepayments of the Revolving Loans made to the 
Borrower shall be applied to the outstanding Revolving Loans in the 
manner directed by the Borrower and, if no direction is given by 
the Borrower to the Agent, first to Base Rate Loans to the full 
extent thereof and then to LIBOR Rate Loans.

		2.4B.	General Provisions Regarding Payments.

	(i) Manner and Time of Payment.  Except as provided in Section 
2.7 hereof, all payments by the Borrower of principal, interest and 
fees hereunder and under the Revolving Notes shall be made without 
defense, setoff and counterclaim and in same day funds and 
delivered to the Agent not later than 12:00 Noon (Louisville, 
Kentucky time) on the date due at its office located at 500 West 
Jefferson Street, Louisville, Kentucky, for the account of the 
Banks.  Funds received by the Agent after that time shall be deemed 
to have been paid by the Borrower on the next succeeding Business 
Day.  The Borrower hereby authorizes the Agent to charge its 
accounts with the Agent in order to cause timely payment to be made 
to the Agent of all principal, interest and fees due hereunder 
(subject to sufficient funds being available in its account for 
that purpose).

	(ii) Apportionment of Payments.  The Agent shall apportion all 
principal and interest payments made by the Borrower to the payment 
in full of all outstanding Revolving Loans, in each case propor-
tionately to the Banks' respective Pro Rata Shares.  Subject to the 
penultimate sentence of Section 2.7E hereof, the Agent (or, in the 
case of payments received by PNC from the Borrower after payments 
have been made to PNC by the Banks pursuant to Section 2.7E hereof, 
PNC) shall promptly distribute to each Bank at its primary address 
set forth below its name on the appropriate signature page hereof 
or such other address as any Bank may request, its share of all 
such payments received by the Agent (or PNC in respect of Letters 
of Credit, including all Letter of Credit Fees) and the Commitment 
Fees of such Bank when received by the Agent pursuant to Section 
2.3A hereof.  Notwithstanding the foregoing provisions of this 
Section 2.4B(ii), if, pursuant to the provisions of Section 2.6C 
hereof, any Notice of Conversion/Continuation is withdrawn as to 
any Affected Bank or if any Affected Bank makes Base Rate Loans to 
the Borrower in lieu of its Pro Rata Share of any LIBOR Rate Loans, 
the Agent shall give effect thereto in apportioning payments 
received thereafter.  The Borrower shall have no liability to any 
Bank for any payments made to the Agent which the Agent does not 
properly remit to such Bank, and any such Bank's sole remedy in 
respect thereof shall be against the Agent.

	(iii) Payments on Business Days.  Whenever any payment to be 
made hereunder or under the Revolving Notes shall be stated to be 
due on a day that is not a Business Day, such payment shall be made 
on the next succeeding Business Day and such extension of time 
shall be included in the computation of the payment of interest 
hereunder or under the Revolving Notes or of the Commitment Fees 
hereunder, as the case may be.

		2.4C.	Voluntary Reductions of Revolving Loan Commitments. 
 The Borrower shall have the right, at any time and from time to 
time, to terminate in whole or permanently reduce in part, without 
premium or penalty, the Revolving Loan Commitments in an amount up 
to the amount by which the Revolving Loan Commitments exceed the 
Total Utilization of Revolving Loan Commitments.  The Borrower 
shall give not less than five (5) Business Days' prior written 
notice to the Agent designating the date (which shall be a Business 
Day) of such termination or reduction and the amount of any partial 
reduction of the Revolving Loan Commitments.  Within one (1) 
Business Day after receipt of a notice of such termination or 
partial reduction, the Agent shall notify each Bank of the proposed 
termination or reduction.  Such termination or partial reduction of 
the Revolving Loan Commitments shall be effective on the date 
specified in the Borrower's notice and shall reduce the Revolving 
Loan Commitment of each Bank in proportion to its Pro Rata Share.  
Any such partial reduction of the Revolving Loan Commitments shall 
be in an aggregate minimum amount of Five Million Dollars 
($5,000,000.00), and integral multiples of One Million Dollars 
($1,000,000.00) in excess of that amount.

		2.5.  Use of Proceeds.

		2.5A.	Revolving Loans and Letters of Credit.  The 
proceeds of the Revolving Loans shall be used by the Borrower for 
its working capital and other general corporate purposes.  The 
Letters of Credit shall be used for general corporate purposes, 
including, without limitation, to secure the Borrower's legal 
obligations under bonds, permits, licenses and contracts to which 
the Borrower is a party or otherwise subject.

		2.5B.	Margin Regulations.  No portion of the proceeds of 
any Revolving Loans shall be used by the Borrower in any manner 
which might cause the making of the Revolving Loans or the applica-
tion of the proceeds thereof to violate Regulation G, Regulation U, 
Regulation T, or Regulation X of the Board of Governors of the 
Federal Reserve System or any other regulation of such Board or to 
violate the Securities and Exchange Act of 1934, in each case as in 
effect on the date or dates of the making of any such Revolving 
Loan and such use of the proceeds thereof.  If requested by any 
Bank, the Borrower shall execute and deliver to such Bank a com-
pleted Federal Reserve Form U-1.

		2.6.  Special Provisions Governing LIBOR Rate Loans.  
The parties to this Loan Agreement stipulate that the provisions of 
this Section 2.6 shall apply to the Line of Credit Advances with 
the same force and effect as such provisions apply to Revolving 
Loans.

		Notwithstanding any other provision of this Loan 
Agreement to the contrary, the following provisions shall govern 
with respect to LIBOR Rate Loans as to the matters covered:

		2.6A.	Determination of Applicable Interest Rate.  As soon 
as practicable after 10:00 A.M. Louisville, Kentucky time on each 
Interest Rate Determination Date, the Agent shall furnish to the 
Borrower a best efforts quote of the Adjusted LIBOR Rate to apply 
to the particular LIBOR Rate Loan.  The Agent will in addition 
confirm to the Borrower and each Bank in writing the actual 
Adjusted LIBOR Rate on the Funding Date of the particular LIBOR 
Rate Loan, and the determination of each Adjusted LIBOR Rate by the 
Agent, provided that the Agent shall have determined the Adjusted 
LIBOR Rate in good faith, shall be final, conclusive and binding 
upon all parties in the absence of manifest or demonstrable error 
and shall apply to the particular LIBOR Rate Loan for the appli-
cable Interest Period.

		2.6B.	Inability to Determine Applicable Interest Rate.  
In the event that the Agent shall have determined in good faith 
(which determination shall be final and conclusive and binding upon 
all parties hereto), on any Interest Rate Determination Date or 
Funding Date with respect to any LIBOR Rate Loans, that by reason 
of circumstances occurring after the date of this Loan Agreement 
affecting the London interbank market, adequate and fair means do 
not exist for ascertaining the interest rate applicable to such 
LIBOR Rate Loans on the basis provided for in the definition of 
Adjusted LIBOR Rate, the Agent shall on such date give notice (by 
telecopy or by telephone confirmed in writing) to the Borrower and 
each Bank of such determination, whereupon (i) no Revolving Loans 
may be made as, or converted to, LIBOR Rate Loans until such time 
as the Agent notifies the Borrower and the Banks that the circum-
stances giving rise to such notice no longer exist; (ii) any Notice 
of Conversion/Continuation given by the Borrower with respect to 
the Revolving Loans in respect of which such determination was made 
shall be deemed to be rescinded by the Borrower, and (iii) any 
Request For Revolving Loan given by the Borrower with respect to 
the Revolving Loans in respect of which such determination was made 
shall be deemed to be a request to make Base Rate Loans.

		2.6C.	Illegality or Impracticability of LIBOR Rate Loans. 
 In the event that on any date any Bank shall have determined in 
good faith (which determination shall be final and conclusive and 
binding upon all parties hereto but shall be made only after 
consultation with the Borrower and the Agent) that the making, 
maintaining or continuation of its LIBOR Rate Loans (i) has become 
unlawful as a result of compliance by such Bank in good faith with 
any law, treaty, governmental rule, regulation, guideline or order 
(or would conflict with any such treaty, governmental rule, regula-
tion, guideline or order not having the force of law even though 
the failure to comply therewith would not be unlawful) or (ii) has 
become impracticable, or would cause such Bank material hardship, 
as a result of contingencies occurring after the date of this Loan 
Agreement which materially and adversely affect the London inter-
bank market or the position of such Bank in that market, then, and 
in any such event, such Bank shall be an "Affected Bank" and it 
shall as soon as practicable but in no event later than the next 
Business Day give notice (by telecopy or by telephone confirmed in 
writing) to the Borrower and the Agent of such determination (which 
notice the Agent shall promptly transmit to each other Bank).  
Thereafter, (a) the obligation of the Affected Bank to make Re-
volving Loans as, or to convert Revolving Loans to, LIBOR Rate 
Loans shall be suspended until such notice shall be withdrawn by 
the Affected Bank, (b) to the extent such determination by the 
Affected Bank relates to a LIBOR Rate Loan then being requested by 
the Borrower pursuant to a Request For Revolving Loan or a Notice 
of Conversion/Continuation, the Affected Bank shall make such LIBOR 
Rate Loan as (or convert such LIBOR Rate Loan to, as the case may 
be) a Base Rate Loan, and (c) the Affected Bank's obligation to 
maintain its outstanding LIBOR Rate Loans, as the case may be (the 
"Affected Loans"), shall be terminated at the earlier to occur of 
the expiration of the Interest Period then in effect with respect 
to the Affected Loans or when required by law, and the Affected 
Loans shall automatically convert into Base Rate Loans on the date 
of such termination.  Notwithstanding the foregoing, to the extent 
a determination by an Affected Bank as described above relates to a 
LIBOR Rate Loan then being requested by the Borrower pursuant to a 
Request For Revolving Loan or a Notice of Conversion/Continuation, 
the Borrower shall have the option to rescind such Request For 
Revolving Loan or Notice of Conversion/Continuation as to all the 
Banks by giving notice (by telecopy or by telephone confirmed in 
writing) to the Agent of such rescission on the date on which the 
Affected Bank gives notice of its determination as described above 
(which notice of rescission the Agent shall promptly transmit to 
each other Bank).  Except as provided in the immediately preceding 
sentence, nothing in this Section 2.6C shall affect the obligation 
of any Bank other than an Affected Bank to make or maintain 
Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate 
Loans in accordance with the terms of this Loan Agreement.

		2.6D.	Compensation For Breakage or Non-Commencement of 
Interest Periods.  The Borrower shall compensate each Bank, within 
fifteen (15) days after written request by that Bank (which request 
shall set forth the basis for requesting such amounts), for all 
reasonable losses, expenses and liabilities (including, without 
limitation, any interest paid by that Bank to lenders of funds bor-
rowed by it to make or carry its LIBOR Rate Loans and any reason-
able loss, expense or liability sustained by that Bank in connec-
tion with the liquidation or re-employment of such funds) which 
that Bank may sustain: (i) if for any reason (other than a default 
by that Bank or the conversion of such Bank's Request For Revolving 
Loan from a request to make LIBOR Rate Loans into a request to make 
Base Rate Loans pursuant to Section 2.6B or 2.6C hereof) a bor-
rowing of any LIBOR Rate Loan does not occur on a date specified 
therefor in a Request For Revolving Loan or a telephonic request 
for borrowing, or a conversion to or continuation of any LIBOR Rate 
Loan does not occur on a date specified therefor in a Notice of 
Conversion/Continuation or a telephonic request for conversion or 
continuation, (ii) if any prepayment or conversion of any of its 
LIBOR Rate Loans occurs on a date that is not the last day of an 
Interest Period applicable to that LIBOR Rate Loan, even if the 
Borrower gave written notice of the intended prepayment to the 
Agent in accordance with the provisions of Section 2.1A hereof, 
(iii) if any prepayment of any of its LIBOR Rate Loans is not made 
on any date specified in a notice of prepayment given by the Bor-
rower, or (iv) as a consequence of any other default by the Bor-
rower to repay its LIBOR Rate Loans when required by the terms of 
this Loan Agreement.  Each Bank seeking compensation from the Bor-
rower pursuant to this Section 2.6D shall deliver to the Borrower a 
certificate setting forth the calculation of the compensation 
claimed to be due to such Bank within thirty (30) days after the 
occurrence of the event giving rise to such claim for compensation, 
which calculations shall be binding upon the Borrower in the 
absence of manifest or demonstrable error

		2.6E.	Booking of LIBOR Rate Loans.  Any Bank may make, 
carry or transfer LIBOR Rate Loans at, to, or for the account of 
any of its branch offices or the office of an Affiliate of that 
Bank; provided however that if any transfer of LIBOR Rate Loans 
from the office where such LIBOR Rate Loans originated shall mate-
rially and unreasonably increase the cost to the Borrower of such 
LIBOR Rate Loans, such transfer may occur only if required (x) by 
the introduction of or any change (including, without limitation, 
any change by way of imposition or increase of reserve require-
ments) in or in the interpretation of any law or regulation, or (y) 
to comply with any guideline or request from any central bank or 
other governmental authority or quasi-governmental authority exer-
cising control over banks or financial institutions generally 
(whether or not such guideline or request shall have the force of 
law).

		2.6F.	LIBOR Rate Loans After Default.  After the occur-
rence and during the continuation of an Event of Default, (i) the 
Borrower may not elect to have a Revolving Loan be made or 
maintained as, or converted to, a LIBOR Rate Loan after the expi-
ration of any Interest Period then in effect for that Revolving 
Loan, (ii) subject to the provisions of Section 2.6D hereof, any 
Request For Revolving Loan or Notice of Conversion/Continuation 
given by the Borrower with respect to a requested borrowing or 
conversion/continuation that has not yet occurred shall be deemed 
to be rescinded by the Borrower, and (iii) all LIBOR Rate Loans and 
Base Rate Loans shall thereupon bear interest at the Default Rate 
until the Event of Default is cured or the Revolving Loans are paid 
in full to the Banks and the Revolving Loan Commitments have 
expired or have been terminated by the Borrower or the Banks.

		2.7.  Letters of Credit.

		2.7A.	Letters of Credit.  Subject to the terms and condi-
tions of this Loan Agreement and in reliance upon the repre-
sentations and warranties of the Borrower set forth herein, the 
Borrower may request, in accordance with the provisions of this 
Section 2.7A, that on and after the Closing Date, PNC issue Letters 
of Credit for the account of the Borrower denominated in Dollars.  
Issuances of Letters of Credit shall be subject to the following 
limitations:

			(i)	The Borrower may not request that PNC issue 
any Letter of Credit if, after giving effect to such 
issuance, (y) the total Letter of Credit Usage would 
exceed Ten Million Dollars ($10,000,000), or (z) the 
Total Utilization of Revolving Loan Commitments would 
exceed the Revolving Loan Commitments as the amount 
available under such Revolving Loan Commitments may be 
limited from time to time pursuant to the second para-
graph of Section 2.1A hereof or shall be reduced from 
time to time pursuant to Section 2.4C hereof.

			(ii) In no event shall PNC issue, reissue, amend or 
permit the extension of: (y) any Letter of Credit having 
an expiration date later than the Revolving Loan Commit-
ment Termination Date in effect at the time of issuance, 
reissuance, amendment or extension (automatic or other-
wise) thereof; or (z) subject to the foregoing clause 
(y), any Letter of Credit having an expiration date more 
than one year after its date of issuance; provided that 
subject to the foregoing clause (y), this clause (z) 
shall not prevent PNC from agreeing that a Letter of 
Credit will automatically be extended annually for one 
or more periods each not to exceed one year if PNC does 
not cancel such extension, subject to the Banks 
extending the Revolving Loan Commitment Termination 
Date.

		It shall be a condition precedent to the issuance of any 
Letter of Credit in accordance with the provisions of this Section 
2.7 that each condition set forth in Sections 3.2 and 3.3 of this 
Loan Agreement shall have been satisfied.

		Immediately upon the issuance of each Letter of Credit, 
each Bank shall be deemed to, and hereby agrees to, have irrevoca-
bly purchased from PNC a participation in such Letter of Credit and 
drawings thereunder in an amount equal to such Bank's Pro Rata 
Share of the maximum amount which is or at any time may become 
available to be drawn thereunder.

		Each Letter of Credit shall provide that it shall be 
subject to the Uniform Customs and Practice of Documentary Credits 
(1993 Revision), International Chamber of Commerce Brochure No. 
500, or any successor thereto.  Each Letter of Credit may provide 
that PNC may (but shall not be required to) pay the beneficiary 
thereof upon the occurrence of an Event of Default and the 
acceleration of the maturity of the Revolving Loans or, if payment 
is not then due to the beneficiary, provide for the deposit of 
funds in an account to secure payment to the beneficiary and that 
any funds so deposited shall be paid to the beneficiary of the 
Letter of Credit if conditions to such payment are satisfied or 
returned to PNC for distribution to the Banks (or, if all Obliga-
tions shall have been indefeasibly paid in full, to the Borrower) 
if no payment to the beneficiary has been made and thirty (30) days 
after the final date available for drawings under the Letter of 
Credit has passed.  Each payment or deposit of funds by PNC as 
provided in this paragraph shall be treated for all purposes of 
this Loan Agreement as a drawing duly honored by PNC under the 
related Letter of Credit.

		2.7B.	Notice of Issuance.  Whenever the Borrower desires 
the issuance of a Letter of Credit, the Borrower shall deliver to 
PNC an Application and Agreement for Letter of Credit in the form 
of Exhibit C annexed hereto no later than 10:00 A.M. (Louisville, 
Kentucky time) at least ten (10) Business Days, or in each case 
such shorter period as may be agreed to by PNC in any particular 
instance, in advance of the proposed date of issuance.  The 
Application and Agreement for Letter of Credit shall specify (i) 
the proposed date of issuance (which shall be a Business Day under 
the laws of the Commonwealth of Kentucky), (ii) the face amount of 
the Letter of Credit, (iii) the expiration date of the Letter of 
Credit, (iv) the name and address of the beneficiary, and (v) a 
summary of the purpose and contemplated terms of such Letter of 
Credit.  Prior to the date of issuance of any Letter of Credit, the 
Borrower shall specify a precise description of the documents and 
the proposed text of any certificate to be presented by the 
beneficiary under such Letter of Credit which, if presented by the 
beneficiary prior to the expiration date of the Letter of Credit, 
would require PNC to make payment under the Letter of Credit; 
provided that PNC, in its sole reasonable judgment, may require 
changes in any such documents and certificates; provided further 
that no Letter of Credit shall require payment against a conforming 
draft to be made thereunder on the same Business Day (under the 
laws of the Commonwealth of Kentucky) that such draft is presented 
if such presentation is made after 11:00 A.M. (Louisville, Kentucky 
time) on such Business Day.  In determining whether to pay under 
any Letter of Credit, PNC shall be responsible only to determine 
that the documents and certificates required to be delivered under 
that Letter of Credit have been delivered and that they comply on 
their face with the requirements of that Letter of Credit; pro-
vided, further, nothing contained in this Section 2.7B shall be 
deemed to prejudice the right of the Borrower to recover from PNC 
in respect of any amounts paid by PNC under any Letter of Credit in 
the event that it is determined by a court of competent jurisdic-
tion that the payment with respect to such Letter of Credit by PNC 
constituted gross negligence or willful misconduct on the part of 
PNC.

		2.7C.	Delivery of Copies of Letters of Credit and Letter 
of Credit Amendments.  PNC shall, promptly after the issuance of 
each Letter of Credit, or any amendment or cancellation thereto, 
furnish each other Bank with a copy of such Letter of Credit or of 
such amendment or cancellation, as the case may be, together with, 
in the case of the issuance of any Letter of Credit, the amount of 
their risk participation therein, which shall be each Bank's Pro 
Rata Share of the stated amount of such Letter of Credit.

		2.7D.	Payment of Amounts Drawn Under Letters of Credit.  
In the event of any drawing under any Letter of Credit by the 
beneficiary thereof, PNC shall promptly notify the Borrower of such 
drawing, and the Borrower shall reimburse PNC on the date on which 
such drawing is honored in an amount in same day funds equal to the 
amount of such drawing.  The Borrower shall have the right to 
obtain a Revolving Loan (subject to the limitations set forth in 
Section 2.1A hereof) in an amount sufficient to repay in full any 
such drawing honored by PNC under a Letter of Credit.

		2.7E.	Payment by Banks with Respect to Letters of Credit. 
 In the event that the Borrower shall fail to reimburse PNC as 
provided in Section 2.7D hereof in an amount equal to the amount of 
any drawing honored by PNC under a Letter of Credit issued by PNC, 
PNC shall promptly notify each Bank of the unreimbursed amount of 
such drawing and of such Bank's respective participation therein, 
which participation shall be equal to such Bank's Pro Rata Share of 
the unreimbursed amount of such drawing.  Each Bank shall make 
available to PNC an amount equal to its respective participation in 
same day funds, at the offices of PNC located at 500 West Jefferson 
Street, Louisville, Kentucky, not later than 1:00 P.M. (Louisville, 
Kentucky time) on the Business Day (under the laws of the Common-
wealth of Kentucky) after the date notified by PNC, and each such 
amount so made available by each Bank will be deemed a Revolving 
Loan made by such Bank to the Borrower under this Loan Agreement as 
of the date such amount is so made available to PNC.  In the event 
that any Bank fails to make available to PNC the amount of such 
Bank's participation in such Letter of Credit as provided in this 
Section 2.7E, PNC shall be entitled to recover such amount on 
demand from such Bank together with interest at the customary rate 
set by PNC for the correction of errors among banks for three 
Business Days and thereafter at the Federal Funds Rate.  Nothing in 
this Section 2.7 shall be deemed to prejudice the right of any Bank 
to recover from PNC any amounts made available by such Bank to PNC 
pursuant to this Section 2.7E in the event that it is determined by 
a court of competent jurisdiction that the payment made by PNC with 
respect to a Letter of Credit in respect of which reimbursement was 
made by such Bank constituted gross negligence or willful miscon-
duct on the part of PNC.  PNC shall distribute to each other Bank 
which has paid all amounts payable by it under this Section 2.7E 
with respect to any Letter of Credit issued by PNC such other Banks 
Pro Rata Share of all payments received by PNC from the Borrower in 
reimbursement of drawings honored by PNC under such Letter of 
Credit, as the case may be, when such payments are received.  
Notwithstanding anything to the contrary herein, each Bank which 
has paid all amounts payable by it under this Section 2.7E shall 
have a direct right to reimbursement of such amounts from the 
Borrower, subject to the procedures for reimbursing Banks set forth 
in this Section 2.7.

		2.7F.	Compensation.  The Borrower agrees to pay, without 
duplication, the following amounts to PNC with respect to each such 
Letter of Credit issued by PNC for the account of the Borrower:

			(i)	With respect to each Letter of Credit a letter 
of credit issuance fee payable to PNC equal to 1/8th of 1% per 
annum of the maximum amount available from time to time to be 
drawn under such Letter of Credit, calculated on the basis of 
a 360-day year and the actual number of days elapsed and 
payable in immediately available funds quarterly in advance to 
PNC until the expiration of such Letter of Credit;

			(ii)	With respect to each Letter of Credit a letter 
of credit fee (the "Letter of Credit Fee") payable to PNC for 
the account of the Banks (and to be shared by the Banks as 
provided in Section 2.7E hereof) equal to the per annum 
Applicable Letter of Credit Fee multiplied by the maximum 
amount available from the time to time to be drawn under such 
Letter of Credit, calculated on the basis of a 360-day year 
and the actual number of days elapsed and payable in immedi-
ately available funds quarterly in advance on the first Busi-
ness Day immediately succeeding the last day of each Fiscal 
Quarter and upon expiration of such Letter of Credit; provid-
ed, however, upon the occurrence and during the continuation 
of any Event of Default, the Letter of Credit Fee shall equal 
two percent (2%) per annum plus the Applicable Letter of 
Credit Fee in effect on the date of the occurrence of such 
Event of Default;

		On each Date of Determination, commencing with the first 
such date to occur after October 11, 1996, the Applicable Letter of 
Credit Fee in effect for the Pricing Period commencing on such Date 
of Determination and continuing for the term of the Pricing Period 
that begins on such Date of Determination shall be the Applicable 
Letter of Credit Fee corresponding to the Pricing Level in effect 
for such Pricing Period, as follows:

						Applicable Letter
		Pricing Level		  of Credit Fee  

		Pricing Level I		.500%
		Pricing Level II		.575%
		Pricing Level III		.625%

(iii)   With respect to drawings made under any Letter 
of Credit, interest, payable in immediately available funds to 
PNC on demand, on the amount paid by PNC in respect of each 
drawing from the date of the drawing through the date such 
amount is reimbursed by the Borrower at a variable rate equal 
to the Base Rate then in effect for Base Rate Loans made or 
available to be made to the Borrower;

			(iv)	With respect to the issuance, amendment or 
transfer of each Letter of Credit and each drawing made 
thereunder, documentary and processing charges payable to PNC 
in accordance with PNC's standard schedule for such charges in 
effect at the time of such issuance, amendment, transfer or 
drawing, as the case may be; and

			(v)	Promptly upon receipt by PNC of the amount 
described in subsections (ii) and (iii) of this Section 2.7F, 
PNC shall distribute to each Bank its pro rata share of such 
amount.

		2.7G.	Obligations Absolute.  Subject to the right of the 
Borrower and the Banks to seek damages in the event that a court of 
competent jurisdiction determines that PNC acted in bad faith 
and/or committed gross negligence or willful misconduct in honoring 
any draft presented under any Letter of Credit issued by PNC, the 
obligation of the Borrower to reimburse PNC for drawings made under 
such Letter of Credit and the obligation of the Banks under Section 
2.7E hereof to reimburse PNC in accordance with their Pro Rata 
Shares for drawings made under such Letter of Credit shall be 
unconditional and irrevocable and shall be paid strictly in 
accordance with the terms of this Loan Agreement under all circum-
stances including, without limitation, the following circumstances:

	(i) any lack of validity or enforceability of such Letter of 
Credit;

	(ii) the existence of any claim, set-off, defense or other 
right which the Borrower may have at any time against a beneficiary 
or any transferee of such Letter of Credit (or any Persons for whom 
any such transferee may be acting), the Agent, any Bank or any 
other Person, whether in connection with this Loan Agreement, the 
transactions contemplated herein or any unrelated transaction 
(including any underlying transaction between the Borrower and the 
beneficiary for which such Letter of Credit was procured);

	(iii) any draft, demand, certificate or any other document 
presented under such 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;

	(iv) payment by PNC under such Letter of Credit against 
presentation of a demand, draft or certificate or other document 
which does not comply with the terms of such Letter of Credit;

	(v) any other circumstance or happening whatsoever, which is 
similar to any of the foregoing; or

	(vi) the fact that an Event of Default or a Potential Event of 
Default under this Loan Agreement shall have occurred and be 
continuing.

		As between the Borrower and PNC, the Borrower assumes 
all risks of the acts and omissions of, or misuse of the Letters of 
Credit issued by PNC for the account of the Borrower by, the re-
spective beneficiaries of such Letters of Credit.  In furtherance 
and not in limitation of the foregoing, PNC shall not be responsi-
ble: (i) for the form, validity, sufficiency, accuracy, genuineness 
or legal effect of any document submitted by any party in connec-
tion with the application for and issuance of such Letters of 
Credit, even if it should in fact prove to be in any or all re-
spects invalid, insufficient, inaccurate, fraudulent or forged; 
(ii) for the validity or sufficiency of any instrument transferring 
or assigning or purporting to transfer or assign any such 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; (iii) for failure of the beneficiary of any such Letter 
of Credit to comply fully with conditions required in order to draw 
upon such Letter of Credit; (iv) for errors, omissions, interrup-
tions or delays in transmission or delivery of any messages, by 
mail, cable, telegraph, telex or otherwise, whether or not they be 
in cipher; (v) for errors in interpretation of technical terms; 
(vi) for any loss or delay in the transmission or otherwise of any 
document required in order to make a drawing under any such Letter 
of Credit or of the proceeds thereof; (vii) for the misapplication 
by the beneficiary of any such Letter of Credit of the proceeds of 
any drawing under such Letter of Credit; and (viii) for any conse-
quences arising from causes beyond the control of PNC, including, 
without limitation, any act or omission, whether rightful or wrong-
ful, of any present or future government agency or authority.  None 
of the above shall affect, impair, or prevent the vesting of any of 
PNC's rights or powers hereunder; provided however, that PNC shall 
be responsible for any payment PNC makes under any Letter of Credit 
against presentation of a demand, draft or certificate or other 
document which does not comply with the terms of such Letter of 
Credit in the event such payment constitutes bad faith, gross 
negligence or willful misconduct of PNC as determined by a court of 
competent jurisdiction.

		In furtherance and extension and not in limitation of 
the specific provisions hereinabove set forth, any action taken or 
omitted by PNC under or in connection with the Letters of Credit 
issued by it or the related certificates, if taken or omitted in 
good faith and without bad faith, gross negligence or willful 
misconduct, shall not put PNC under any resulting liability to the 
Borrower or the Banks.

		Notwithstanding anything to the contrary contained in 
this Section 2.7, the Borrower shall have no obligation to 
indemnify PNC in respect of any liability incurred by PNC arising 
out of the bad faith, gross negligence or willful misconduct of 
PNC, as determined by a court of competent jurisdiction, or out of 
the wrongful dishonor by PNC of proper demand for payment made 
under the Letters of Credit issued by it.

		2.7H.	Computation of Interest.  Interest payable pursuant 
to this Section 2.7 shall be computed on the basis of a 360-day 
year and the actual number of days elapsed in the period during 
which it accrues.

		2.7I.	Amendments.  The Borrower may request that PNC 
enter into one or more amendments of any Letter of Credit issued by 
PNC for the account of the Borrower by delivering to PNC an Appli-
cation and Agreement For Letter of Credit specifying (i) the pro-
posed date of the amendment, and (ii) the requested amendment.  PNC 
shall be entitled to enter into amendments with respect to the 
Letters of Credit issued by it; provided however that any such 
amendment extending the expiry date, changing the letter of Credit 
Fee Percentage, or increasing the stated amount of any Letter of 
Credit shall only be permitted if PNC would be permitted to issue a 
new Letter of Credit having such an expiry date, different Letter 
of Credit Fee Percentage, or stated amount under this Section 2.7 
on the date of the amendment.

		2.8.  Increased Costs; Taxes; Capital Adequacy.  The 
parties to this Loan Agreement stipulate that the provisions of 
this Section 2.8 shall apply to the Line of Credit Advances with 
the same force and effect as such provisions apply to Revolving 
Loans.

		2.8A.	Compensation for Increased Costs and Taxes.  In the 
event that any Bank shall determine in good faith (which deter-
mination shall, absent manifest or demonstrable error, be final and 
conclusive and binding upon all parties hereto) that any law, 
treaty or governmental rule, regulation or order, or any change 
therein or in the interpretation, administration or application 
thereof (including the introduction of any new law, treaty or 
governmental rule, regulation or order), or any determination of a 
court or governmental authority, in each case that becomes effec-
tive after the date hereof, or compliance by such Bank with any 
guideline, request or directive issued or made after the date 
hereof by any central bank or other governmental or quasi-govern-
mental authority, and which has the force of law and first becomes 
effective after the Closing Date:

	(i) subjects such Bank (or its applicable lending office) to 
any additional Covered Tax with respect to this Loan Agreement or 
any of the Revolving Loans or any of its obligations hereunder, or 
changes the basis of taxation of payments to such Bank (or its 
applicable lending office) of principal, interest, fees or any 
other amount payable hereunder (but not changes in Excluded Taxes);

	(ii) imposes, modifies or holds applicable any additional 
reserve (including without limitation any marginal, emergency, 
supplemental, special or other reserve), special deposit, compulso-
ry loan, FDIC insurance or similar requirement against assets held 
by, or deposits or other liabilities in or for the account of, or 
advances or loans by, or other credit extended by, or any other 
acquisition of funds by, the Bank (or its applicable lending 
office) (other than any such reserve or other requirements with 
respect to LIBOR Rate Loans that are reflected in the definition of 
Adjusted LIBOR Rate, as the case may be); or

	(iii) imposes any other condition on or affecting such Bank 
(or its applicable lending office) or its obligations hereunder or 
the London interbank market, other than with respect to Taxes; and 
the result of any of the foregoing is to increase the cost to such 
Bank of agreeing to make, making or maintaining Revolving Loans 
hereunder or to reduce any amount received or receivable by such 
Bank (or its applicable lending office) with respect thereto, then, 
in any such case, the Borrower shall promptly pay to such Bank, 
upon demand, such additional amount or amounts (in the form of an 
increased rate of, or a different method of calculating, interest 
as such Bank in its reasonable discretion shall determine) as may 
be necessary to compensate such Bank on an after-tax basis for any 
such increased cost or reduction in amounts received or receivable 
hereunder; provided that any increased cost arising as a result of 
any of the foregoing other than in respect of Taxes shall apply 
only to LIBOR Rate loans; provided further, such Bank shall have 
the right to seek such additional compensation from the Borrower 
only if such Bank has given the Borrower not less than ninety (90) 
days prior written notice of such Bank's intent to seek such 
additional compensation from the Borrower and only if such Bank is 
generally seeking to recover the additional costs of the type 
referred to in this Section 2.8A from its other borrowers similarly 
situated; provided even further, each Bank that seeks additional 
compensation from the Borrower pursuant to this Section 2.8A shall 
be an Affected Bank and such Bank shall be entitled to such 
additional compensation from the Borrower only if the Borrower has 
not replaced such Bank pursuant to Section 10 hereof within the 
ninety (90) day notice period provided above.  Such Bank shall 
deliver to the Borrower a written statement, setting forth in 
reasonable detail the basis for calculating the additional amounts 
owed to such Bank under this Section 2.8A, which statement shall be 
conclusive and binding upon all parties hereto absent manifest or 
demonstrable error.

		2.8B.	Withholding of Taxes.

	(i) Payments to Be Free and Clear.  All sums payable by the 
Borrower under this Loan Agreement and the other Loan Instruments 
to or for the benefit of any Bank or the Agent or any Person who 
acquires any interest in the Revolving Loans pursuant to the 
provisions hereof shall be paid free and clear of and (except to 
the extent required by law) without any deduction or withholding on 
account of any Covered Tax imposed, levied, collected, withheld or 
assessed by or within the United States of America or any political 
subdivision in or of the United States of America or any other 
jurisdiction from or to which a payment is made by or on behalf of 
the Borrower or by any federation or organization of which the 
United States of America or any such jurisdiction is a member at 
the time of payment.

	(ii) Grossing-up of Payments.  If the Borrower or any other 
Person is required by law to make any deduction or withholding on 
account of any Covered Tax from any sum paid or payable by the 
Borrower to the Agent or any Bank under any of the Loan Instru-
ments;

	(1) The Borrower shall notify the Agent of any such require-
ment or any change in any such requirement as soon as the Borrower 
becomes aware of it;

	(2) The Borrower shall pay any such Tax before the date on 
which penalties attach thereto, such payment to be made (if the 
liability to pay is imposed on the Borrower) for its own account or 
(if that liability is imposed on the Agent or such Bank, as the 
case may be) on behalf of and in the name of the Agent or such 
Bank;

	(3) The sum payable by the Borrower in respect of which the 
relevant deduction, withholding or payment is required shall be 
increased to the extent necessary to ensure that, after the making 
of that deduction, withholding or payment, the Agent or such Bank, 
as the case may be, receives on the due date and retains (free from 
any liability in respect of any such deduction, withholding or 
payment) a net sum equal to what it would have received and so 
retained had no such deduction, withholding or payment in respect 
of Covered Taxes been required or made; and

	(4) Within thirty (30) days after paying any sum from which it 
is required by law to make any deduction or withholding, and within 
thirty (30) days after the due date of payment of any Tax which it 
is required to pay by clause (b) above, the Borrower shall deliver 
to the Agent evidence satisfactory to the other affected parties of 
such deduction, withholding or payment and of the remittance 
thereof to the relevant taxing or other authority;

provided that no such additional amount shall be required to be 
paid to any Bank under clause (3) above except to the extent that 
any change after the date hereof in any such requirement for a 
deduction, withholding or payment as is mentioned therein shall 
result in an increase in the rate of such deduction, withholding or 
payment from that in effect at the date of this Loan Agreement in 
respect of payments to such Bank; provided, further, such Bank 
shall have the right to seek such additional amounts under this 
Section 2.8B from the Borrower only if such Bank has given the 
Borrower not less than ninety (90) days prior written notice of 
such Bank's intent to seek such additional amounts from the Bor-
rower and only if such Bank is generally seeking to recover the 
additional amounts of the type referred to in this Section 2.8B 
from its other borrowers similarly situated; provided even further, 
each Bank that seeks additional amounts from the Borrower-pursuant 
to this Section 2.8B shall be an Affected Bank and such Bank shall 
be entitled to such additional amounts from the Borrower only if 
the Borrower has not replaced such Bank pursuant to Section 10 
hereof within the ninety (90) day notice period provided above.

	(iii) Tax Refund.  If the Borrower determines in good faith 
that a reasonable basis exists for contesting a Covered Tax, the 
relevant Bank or Tax Transferee or the Agent, as applicable, shall 
cooperate with the Borrower in challenging such Tax at the 
Borrower's expense if requested by the Borrower (it being under-
stood and agreed that neither the Agent nor any Bank shall have any 
obligation to contest, or any responsibility for contesting, any 
Tax).  If any Tax Transferee, any Bank or the Agent, as applicable, 
receives a refund (whether by way of a direct payment or by offset 
of any Covered Tax for which a payment has been made pursuant to 
this Section 2.8) the amount of such refund (together with any 
interest received thereon) shall be paid to the Borrower to the 
extent payment has been made in full pursuant to this Section 2.8.

	(iv) U.S. Tax Certificates.  Each Bank that is organized under 
the laws of any jurisdiction other than the United States or any 
state or other political subdivision thereof shall deliver to the 
Agent for transmission to the Borrower, on or prior to the Closing 
Date (in the case of each Bank listed on the signature pages 
hereof) or on the date (and as a condition to effectiveness) of the 
Assignment Agreement pursuant to which it becomes a Bank (in the 
case of each other Bank), and at such other times as may be 
necessary in the determination of the Borrower or the Agent (each 
in the reasonable exercise of its discretion), such certificates, 
documents or other evidence, properly completed and duly executed 
by such Bank (including, without limitation, Internal Revenue 
Service Form 1001 or Form 4224 or any other certificate or 
statement of exemption required by Treasury Regulations Section 
1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to 
establish that such Bank is not subject to deduction or withholding 
of United States federal income tax under Section 1441 or 1442 of 
the Internal Revenue Code or otherwise (or under any comparable 
provisions of any successor statute) with respect to any payments 
to such Bank of principal, interest, fees or other amounts payable 
under any of the Loan Instruments.  The Borrower shall be required 
to pay any additional amount to any such Bank under clause (3) of 
Section 2.8B(ii) hereof if such Bank shall have failed to satisfy 
the requirements of the immediately preceding sentence; provided 
that if such Bank shall have satisfied such requirements on the 
Closing Date (in the case of each Bank listed on the signature 
pages hereof) or on the date of the Assignment Agreement pursuant 
to which it became a Bank (in the case of each other Bank), nothing 
in this Section 2.8B(iv) shall relieve the Borrower of its obli-
gation to pay any additional amounts pursuant to clause (3) of 
Section 2.8B(ii) hereof in the event that, as a result of any 
change in applicable law, such Bank is no longer properly entitled 
to deliver certificates, documents or other evidence at a subse-
quent date establishing the fact that such Bank is not subject to 
withholding as described in the immediately preceding sentence.

		2.8C. Capital Adequacy Adjustment.  If any Bank shall 
have determined in good faith that the adoption, effectiveness, 
phase-in or applicability of any law, rule or regulation (or any 
provision thereof) regarding capital adequacy, or any change 
therein or in the interpretation or administration thereof by any 
governmental authority, central bank or comparable agency charged 
with the interpretation or administration thereof, or compliance by 
any Bank (or its applicable lending office) with any guideline, 
request or directive regarding capital adequacy of any such govern-
mental authority, central bank or comparable agency, and which has 
the force of law and first becomes effective after the Closing 
Date, has or will have the effect of reducing the rate of return on 
the capital of such Bank or any corporation controlling such Bank 
as a consequence of, or with reference to, such Bank's Revolving 
Loans or Revolving Loan Commitment or other Obligations hereunder 
to a level below that which such Bank or such controlling corpora-
tion would have achieved but for such adoption, effectiveness, 
phase-in, applicability, change or compliance (taking into consid-
eration the policies of such Bank or such controlling corporation 
with regard to capital adequacy), then from time to time, within 
ten (10) Business Days after demand by such Bank (with a copy of 
such demand to the Agent), the Borrower shall pay to such Bank such 
additional amount or amounts as will compensate such Bank or such 
controlling corporation on an after-tax basis for such reduction as 
and when incurred; provided, such Bank shall have the right to seek 
such additional compensation from the Borrower only if such Bank 
has given the Borrower not less than ninety (90) days prior written 
notice of such Bank's intent to seek such additional compensation 
from the Borrower and only if such Bank is generally seeking to 
recover such additional compensation of the type contemplated in 
this Section 2.8C from its other borrowers similarly situated pro-
vided further, each Bank that seeks additional compensation from 
the Borrower pursuant to this Section 2.8C shall be an Affected 
Bank and such Bank shall be entitled to such additional compensa-
tion from the Borrower only if the Borrower has not replaced such 
Bank pursuant to Section 10 hereof within the ninety (90) day 
notice period provided above.  Each Bank, upon determining in good 
faith that any additional amounts will be payable pursuant to this 
Section 2.8C, will give prompt written notice thereof to the Bor-
rower, which notice shall set forth the basis of the calculation of 
such additional amounts, although the failure to give any such 
notice shall not release or diminish any of the Borrower's obli-
gations to pay additional amounts under this Section 2.8C.

		2.9.  Banks' Obligation to Mitigate.  The parties to 
this Loan Agreement stipulate that the provisions of this Section 
2.9 shall apply to the Line of Credit Advances with the same force 
and effect as such provisions apply to Revolving Loans.

		Each Bank agrees that, as promptly as practicable after 
the officer of such Bank responsible for administering the 
Revolving Loans under this Loan Agreement becomes aware of the 
occurrence of an event or the existence of a condition that would 
cause such Bank to become an Affected Bank or that would entitle 
such Bank to receive payments under Section 2.6 or 2.8 hereof, it 
will, to the extent not inconsistent with such Bank's internal 
policies, use reasonable efforts (i) to make, fund or maintain the 
Revolving Loan Commitment of such Bank or the Affected Loans of 
such Bank through another lending office of such Bank, or (ii) take 
such other reasonable measures if as a result thereof the circum-
stances which would cause such Bank to be an Affected Bank would 
cease to exist or the additional amounts which would otherwise be 
required to be paid to such Bank pursuant to Section 2.6 or 2.8 
hereof would be materially reduced and if, as determined by such 
Bank in its sole discretion, the making, funding or maintaining of 
such Revolving Loan Commitment or Revolving Loans through such 
other lending office or in accordance with such other measures, as 
the case may be, would not otherwise materially adversely affect 
such Revolving Loan Commitments or Revolving Loans or the interests 
of such Bank; provided that such Bank will not be obligated to 
utilize such other lending office pursuant to this Section 2.9 
unless the Borrower agree to pay all expenses incurred by such Bank 
in utilizing such other lending office.  A certificate as to the 
amount of any such expenses payable by the Borrower pursuant to 
this Section 2.9 (setting forth in reasonable detail the basis for 
requesting such amount) submitted by such Bank to the Borrower 
shall be conclusive absent manifest or demonstrable error.

		2.10.  Records.  The parties to this Loan Agreement 
stipulate that the provisions of this Section 2.10 shall apply to 
the Line of Credit Advances with the same force and effect as such 
provisions apply to Revolving Loans.

		2.10A.	The Agent shall record the names and addresses 
of the Banks and the Revolving Loan Commitments and the Revolving 
Loans (or participations therein) of each Bank from time to time in 
the electronic records of the Agent.  The Borrower, the Agent and 
the Banks may treat each Person whose name is so recorded in the 
electronic records of the Agent as a Bank hereunder for all pur-
poses of this Loan Agreement.  Printouts of the Agent's electronic 
records shall be available for inspection by the Borrower or any 
Bank at any reasonable time and from time to time upon reasonable 
prior notice to the Agent.

		2.10B.	The Agent shall record the Revolving Loan 
Commitment and the Revolving Loans from time to time of each Bank 
made to the Borrower and each repayment or prepayment in respect of 
the principal amount of the Revolving Loans of each Bank made to 
the Borrower in the Agent's electronic records.  Any such recorda-
tion in accordance with the terms of this Loan Agreement shall be 
conclusive and binding on the Borrower absent manifest error; pro-
vided, that failure to make any such recordation, or any error in 
such recordation, shall not affect the Borrower's obligation to 
repay all Revolving Loans to the Banks in accordance with this Loan 
Agreement and the Revolving Notes.

		2.10C.	Each Bank shall record on its internal records 
its Pro Rata Share of each Revolving Loan made by it to the Bor-
rower and each payment in respect thereof.  Any such recordation in 
accordance with the terms of this Loan Agreement shall be conclu-
sive and binding on the Borrower absent manifest error; provided, 
that failure to make any such recordation, or any error in such 
recordation, shall not affect the Borrower's obligation to repay 
all Revolving Loans to the Banks in accordance with this Loan 
Agreement; provided further, that in the event of any inconsistency 
between the Agent's electronic records and any Bank's records, the 
Agent's electronic records shall govern in the absence of manifest 
or demonstrable error.

		2.11.  Swing Line Loans.

			2.11A.	Swing Line Loan Commitment. Subject to 
the terms and conditions of this Loan Agreement and in reliance 
upon the representations and warranties of the Borrower set forth 
herein, PNC hereby agrees, subject to the limitations set forth 
below with respect to the maximum amount of Swing Line Loans per-
mitted to be outstanding from time to time, to make a portion of 
its Revolving Loan Commitment and a portion of its Line of Credit 
Commitment available to the Borrower from time to time during the 
period up to but not including the Revolving Loan Commitment Termi-
nation Date and the Line of Credit Commitment Termination Date, 
respectively, in an aggregate principal amount of up to Five 
Million Dollars ($5,000,000.00), by making Swing Line Loans to the 
Borrower, notwithstanding the fact that such Swing Line Loans, when 
aggregated with PNC's outstanding Revolving Loans and Line of 
Credit Advances, may exceed PNC's Revolving Loan Commitment or its 
Line of Credit Commitment. PNC's commitment to make Swing Line 
Loans to the Borrower pursuant to this Section 2.11 is herein 
called its "Swing Line Loan Commitment." In no event shall (a) the 
aggregate principal amount of Swing Line Loans outstanding at any 
time exceed the Swing Line Loan Commitment, or (b) the aggregate 
principal amount of Revolving Loans, Line of Credit Advances and 
Swing Line Loans outstanding at any time exceed the sum of the 
aggregate Revolving Loan Commitments reduced by the aggregate 
Letter of Credit Usage at such time plus the aggregate Line of 
Credit Commitments. Any reduction of the Revolving Loan Commitments 
or the Line of Credit Commitments made pursuant to Section 2.4 
hereof which reduces the Revolving Loan Commitments and the Line of 
Credit Commitments below the then current amount of the Swing Line 
Loan Commitment shall result in an automatic corresponding 
reduction of the Swing Line Loan Commitment to the amount of the 
Revolving Loan Commitments and Line of Credit Commitments, as so 
reduced, without any further action on the part of PNC.

		PNC's Swing Line Loan Commitment shall constitute a 
364-day facility and shall be renewable from time to time at the 
sole option of PNC upon not less than thirty (30) days' prior 
written notice to the Borrower; Provided, that all outstanding 
Swing Line Loans on the date of cancellation of the Swing Line Loan 
Commitment, if such date is earlier than the Revolving Loan 
Commitment Termination Date or the Line of Credit Commitment 
Termination Date shall be paid in full to PNC with Revolving Loans 
and/or Line of Credit Advances made by the Banks in accordance with 
their respective Pro Rata Shares in the manner set forth in Section 
2.1D herein; provided further, the Swing Line Loan Commitment shall 
expire on either the Revolving Loan Commitment Termination Date or 
the Line of Credit Termination Date and all Swing Line Loans shall 
be paid in full to PNC no later than such date.

		All Swing Line Loans shall bear interest on the unpaid 
principal amount thereof from the date made through maturity 
(whether by acceleration or otherwise) at a rate per annum equal to 
the Offered Rate, shall be payable monthly in arrears and shall not 
be entitled to be converted into LIBOR Rate Loans unless and until 
such Swing Line Loans are converted to Revolving Loans or Line of 
Credit Advances in accordance with Section 2.11C hereof. Swing Line 
Loans made on any Funding Date may be in any amount up to Five 
Million Dollars ($5,000,000.00), or, if less, the positive 
difference between Five Million Dollars ($5,000,000.00) and the 
aggregate principal amount of all Swing Line Loans then outstand-
ing. All Swing Line Loans together with accrued interest thereon 
shall be evidenced by the Swing Line Note. All Swing Line Loans 
shall be paid in full to PNC on the Swing Line Loan Commitment 
Termination Date.

		2.11B.  Request For Swing Line Loans. Whenever the 
Borrower desires to obtain a Swing Line Loan pursuant to Section 
2.11A hereof, it shall deliver to PNC a Request For Swing Line Loan 
no later than 1:00 P.M. (Louisville, Kentucky time) on the proposed 
Funding Date. The Request For Swing Line Loan shall specify (i) the 
proposed Funding Date (which shall be a Business Day), and (ii) the 
amount of the proposed Swing Line Loan. In lieu of delivering the 
above-described Request For Swing Line Loan, the Borrower may give 
PNC telephonic notice by the required time of any proposed 
borrowing under this Section 2.11B; provided that such notice shall 
be promptly confirmed in writing by delivery of a Request For Swing 
Line Loan to PNC prior to or promptly after the Funding Date of the 
requested Swing Line Loan.

		Neither the Agent nor any Bank shall incur any liability 
to the Borrower in acting upon any telephonic notice referred to 
above which PNC believes in good faith to have been given by a duly 
Authorized Officer or other Person authorized to borrow on behalf 
of the Borrower or for otherwise acting in good faith under this 
Section 2.11B and, upon funding of Swing Line Loans by PNC in 
accordance with this Loan Agreement pursuant to any telephonic 
notice, the Borrower shall have effected such Swing Line Loans 
hereunder.

		2.11C.  Reimbursement to PNC for Swing Line Loans. PNC 
shall notify each Bank on Tuesday of each week of any Swing Line 
Loans that are outstanding, and, within one (1) Business Day after 
receipt of such notice, each Bank, including PNC, shall make a 
Revolving Loan (which shall initially be funded as a Base Rate 
Loan) or a Line of Credit Advance (which shall initially be funded 
as a Base Rate Loan), in each case as directed by PNC, in an amount 
equal to such Bank's Pro Rata Share of the amount of the Swing Line 
Loans outstanding on the date notice is given to the Banks to fund 
their Pro Rata Shares of the Swing Line Loans; provided, however, 
the obligation of each Bank to make any such Revolving Loan or Line 
of Credit Advance is subject to the condition that (i) PNC believed 
in good faith that all conditions under Section 2.1C(f) hereof to 
the making of such Swing Line Loan were satisfied at the time such 
Swing Line Loan was made, or (ii) the satisfaction of any such 
condition not satisfied had been waived by the Requisite Banks 
prior to or at the time such Swing Line Loan was made. In the case 
of Revolving Loans or Line of Credit Advances made by Banks other 
than PNC under the immediately preceding sentence, each such Bank 
shall make the amount of its Revolving Loan or Line of Credit 
Advance available to the Agent, in same day funds, at the office of 
the Agent located at 500 West Jefferson Street, Louisville, 
Kentucky 40202, not later than 1:00 P.M. (Louisville, Kentucky 
time) on the required Business Day. The proceeds of such Revolving 
Loans or Line of Credit Advances shall be immediately delivered to 
PNC (and not to the Borrower) and applied to repay the outstanding 
Swing Line Loans. On the day such Revolving Loans or Line of Credit 
Advances are made, PNC's Pro Rata Share of the outstanding Swing 
Line Loans shall be deemed to be paid with the proceeds of a 
Revolving Loan or Line of Credit Advance made by PNC and such 
portion of the Swing Line Loans deemed to be so paid shall no 
longer be outstanding as Swing Line Loans, shall no longer be due 
under the Swing Line Note and shall be due under the Revolving Note 
issued by the Borrower to PNC or the PNC Line of Credit Note. The 
Borrower authorizes the Agent to charge the Borrower's accounts 
with the Agent (up to the amount available in each such account) in 
order to immediately pay PNC the amount of such outstanding Swing 
Line Loans to the extent amounts received from the Banks, including 
amounts deemed to be received from PNC, are not sufficient to repay 
in full such outstanding Swing Line Loans. If any portion of any 
such amount paid (or deemed to be paid) to PNC should be recovered 
by or on behalf of the Borrower from PNC in bankruptcy, by 
assignment for the benefit of creditors or otherwise, the loss of 
the amount so recovered shall be ratably shared among all of the 
Banks that have made Revolving Loans or Line of Credit Advances 
pursuant to this Section 2.11C in the manner contemplated by 
Section 10 hereof. Subject to the proviso contained in the first 
sentence of this paragraph, each Bank's obligation to make the 
Revolving Loans referred to in this Section 2.11C and each Bank's 
obligation to make Line of Credit Advances shall be absolute and 
unconditional and shall not be affected by any circumstance, 
including, without limitation, (i) any setoff, counterclaim, 
recoupment, defense or other right which such Bank may have against 
PNC, the Borrower or anyone else for any reason whatsoever; (ii) 
the occurrence or continuance of an Event of Default or a Potential 
Event of Default; (iii) any adverse change in the condition 
(financial or otherwise) of the Borrower; (iv) the acceleration or 
maturity of any Revolving Loans or the termination of the Revolving 
Loan Commitments after the making of any Swing Line Loan; (v) the 
acceleration or maturity of any Line of Credit Advances or the 
termination of the Line of Credit Commitments after the making of 
any Swing Line Loan; (vi) any breach of this Loan Agreement by the 
Borrower or any other Bank; or (vii) any other circumstance, 
happening or event whatsoever, whether or not similar to any of the 
foregoing. All Swing Line Loans outstanding on the Revolving Loan 
Commitment Termination Date or on the Line of Credit Commitment 
Termination Date shall be paid in full to PNC on such date.

		In the event that the Borrower has filed for protection 
under the Bankruptcy Code or any other bankruptcy laws, each Bank 
shall upon request by PNC acquire without recourse or warranty an 
undivided participation interest equal to such Bank's Pro Rata 
Share of any Swing Line Loan otherwise required to be repaid by 
such Bank pursuant to the preceding paragraph by paying to PNC on 
the date on which such Bank would otherwise have been required to 
make a Revolving Loan or Line of Credit Advance in respect of such 
Swing Line Loan pursuant to the preceding paragraph, in immediately 
available funds, an amount equal to such Bank's Pro Rata Share of 
such Swing Line Loan, and no Revolving Loans and no Line of Credit 
Advances shall be made by such Bank pursuant to the preceding 
paragraph. If such amount is not in fact made available to PNC by 
that Bank on the date when Revolving Loans or Line of Credit 
Advances would otherwise be required to be made pursuant to the 
preceding paragraph, PNC shall be entitled to recover such amount 
on demand from that Bank together with interest accrued from such 
date at the customary rate set by PNC for the correction of errors 
among banks for three Business Days and thereafter at the Base 
Rate. From and after the date on which any Bank purchases an 
undivided participation interest in a Swing Line Loan pursuant to 
this paragraph, PNC shall promptly distribute to such Bank such 
Bank's Pro Rata Share of all payments of principal and interest in 
respect of such Swing Line Loan.

		A copy of each notice given by PNC to the Banks pursuant 
to the second preceding paragraph shall be promptly delivered by 
PNC to the Borrower. Upon the making of a Revolving Loan or a Line 
of Credit Advance by a Bank pursuant to this Section 2.11C, the 
amount so funded shall become due under the Revolving Note or the 
Line of Credit Note issued by the Borrower to such Bank and shall 
no longer be owed under the Swing Line Note.

		Notwithstanding anything herein to the contrary, PNC 
shall not be obligated to make any Swing Line Loans if it has 
elected after the occurrence of a Potential Event of Default or 
Event of Default not to make Swing Line Loans and has notified the 
Borrower in writing or by telephone of such election. PNC shall 
promptly give notice to the Banks of such election not to make 
Swing Line Loans.

	SECTION 3
	CONDITIONS PRECEDENT


	3.	Effective Date; Other Stipulations.

		3.1.  Conditions to Effectiveness of Loan Agreement.  
This Loan Agreement shall be effective on that date (the "Effective 
Date") on which each of the following documents (collectively, the 
"Amendment Documents") has been executed by each of the parties to 
them and delivered to the Agent, on behalf of the Banks:

			[i]	this Loan Agreement, duly executed by the 
Borrower; and

			[ii]	an Amended and Restated Guaranty Agreement, 
substantially in the form of Exhibit K, duly executed and 
delivered by Wabash; and

			[iii]  Certified Resolutions of the Board of 
Directors of the Borrower, authorizing the execution and 
delivery by Borrower of this Loan Agreement; and

			[iv]	supplemental written opinions of counsel to 
the Borrower and Wabash, respectively, substantially in the 
form of Exhibits H-1 and H-2 hereto.  

		If each of the Amendment Documents has not been fully 
executed and delivered to the Agent on or before April 15, 1997, 
this Loan Agreement shall be voidable at any time thereafter upon 
notice given by Borrower to the Banks or by notice given by the 
Agent, acting at the direction of the Requisite Banks, to the 
Borrower.

		3.1A.	Upon the Effective Date, this Loan Agreement shall 
supersede and replace the Original Loan Agreement as modified by 
the First Amendment, Second Amendment, Third Amendment and Fourth 
Amendment, and from and after the Effective Date each reference to 
the "Loan Agreement" or words of like import shall mean and be 
deemed a reference to this Loan Agreement.

		3.2.  Conditions to All Letters of Credit.  
[intentionally omitted].

		3.3.  Conditions to All Revolving Loans and Letters of 
Credit.  The obligation of the Banks to make Revolving Loans to the 
Borrower and the obligation of PNC to issue or extend the stated 
expiration date of each Letter of Credit is subject to the follow-
ing further conditions precedent:

		3.3A.	The Agent shall have received with respect to each 
Revolving Loan, in accordance with the provisions of Section 2.1C 
of this Loan Agreement, an originally executed Request For 
Revolving Loan, in each case signed by an Authorized Officer of the 
Borrower.

		3.3B.	PNC shall have received with respect to each Letter 
of Credit, in accordance with the provisions of Section 2.7B of 
this Loan Agreement, an originally executed Application and 
Agreement For Letter of Credit relating to such Letter of Credit, 
in each case signed by an Authorized Officer of the Borrower.

		3.3C.	As of the Funding Date of the Revolving Loan or the 
date of issuance or extension of the stated expiration date of the 
Letter of Credit:

	(i) The representations and warranties contained herein, as 
originally stated or as updated in writing from time to time by the 
Borrower, shall be true and correct in all material respects on and 
as of that date to the same extent as though made on and as of that 
date;

	(ii) No event shall have occurred and be continuing or would 
result from the funding of the Revolving Loan or the issuance or 
extension of the stated expiration date of such Letter of Credit 
which would constitute an Event of Default;

	(iii) No order, judgment or decree of any court, arbitrator or 
governmental authority shall purport to enjoin or restrain any Bank 
from making that Revolving Loan or PNC from issuing or extending 
the stated expiration date of that Letter of Credit; and

	(iv) No injunction or other restraining order shall have been 
issued and no hearing to cause an injunction or other restraining 
order to be issued shall be pending or noticed with respect to any 
action, suit or proceeding seeking to enjoin or otherwise prevent 
the consummation of this Loan Agreement or the making of the 
Revolving Loans hereunder or the issuance or extension of the 
respective stated expiration dates of the Letters of Credit 
hereunder.

	SECTION 4
	REPRESENTATIONS AND WARRANTIES


	4.	Representations and Warranties.  The Borrower represents 
and warrants to the Banks as follows, which representations and 
warranties shall be deemed restated as of each Funding Date and the 
date of the issuance of or the extension of the expiration date of 
each Letter of Credit, and shall survive the execution and delivery 
of this Loan Agreement:

		4.1.  Organization, Standing, etc.  The Borrower is a 
corporation duly organized and validly existing under the laws of 
the Commonwealth of Kentucky.  The Borrower has all requisite power 
and authority to own and operate its properties, to carry on its 
business as now conducted and proposed to be conducted, to execute 
and deliver this Loan Agreement and the other Loan Instruments to 
which it is a party, and to carry out the terms hereof and thereof. 
The Borrower has delivered to the Agent a true and complete copy of 
its Articles of Incorporation and Bylaws as in effect on the date 
hereof.

		4.2.  Qualification.  The Borrower is duly qualified to 
transact business as a foreign corporation and is in good standing 
as a foreign corporation in each jurisdiction in respect of which 
the failure to be so qualified would have a Material Adverse 
Effect.

		4.3.  Use of Proceeds.  The Borrower's uses of the 
Revolving Loans made to the Borrower (a) will at all times be legal 
and proper corporate uses of the Borrower, and such uses are 
consistent with all applicable laws and statutes as in effect as of 
the date hereof, and (b) will not violate or result in a violation 
of Regulations G, U, T or X of the Board of Governors of the 
Federal Reserve System.

		4.4.  Intellectual Property.  The Borrower owns or pos-
sesses such assets, licenses, patents, patent applications, copy-
rights, trademarks, trademark applications, trade names, fran-
chises, consents, authorizations and service marks and rights with 
respect to the foregoing which are necessary to be owned or 
possessed by the Borrower to prevent a Material Adverse Effect.

		4.5.  Contracts; Labor Disputes.  The Borrower is not a 
party to any contract or agreement, or subject to any charge, 
corporate restriction, judgment, decree or order, which has or 
could be reasonably foreseen to have a Material Adverse Effect.  
There are no strikes or walkouts relating to any labor contracts 
binding upon the Borrower.

		4.6.  Accuracy of Financial Reports.  The audited 
financial statements of the Borrower for its Fiscal Year 1996 and 
the interim unaudited financial statements of the Borrower as at 
and for the period ending December 31, 1996, in each case which 
have been delivered to the Banks, have been prepared in accordance 
with GAAP and fairly and accurately present the financial condition 
of the Borrower on a consolidated basis as of the dates and for the 
periods ended reflected in such financial statements; provided, 
such interim financial statements shall be without footnotes and 
shall be subject to normal year-end adjustments.  There have been 
no material adverse changes in the financial condition of the 
Borrower on a consolidated basis subsequent to the periods ended 
reflected in such financial statements.

		4.7.  Disclosure.  Neither this Loan Agreement nor any 
other Loan Instrument furnished to the Agent on behalf of the Banks 
by or on behalf of the Borrower in connection with the transactions 
contemplated hereby taken as a whole contains any statement of any 
material fact which is untrue or omits to state a material fact 
necessary in order to make the statements contained herein or 
therein not misleading.  There is no fact known to the Borrower 
(other than which is hereafter disclosed in any document filed by 
the Borrower with the Securities and Exchange Commission or is 
otherwise disclosed by the Borrower in writing to the Agent) which 
materially adversely affects the financial condition of the Bor-
rower on a consolidated basis which has not been set forth in this 
Loan Agreement or in the other Loan Instruments furnished to the 
Banks by or on behalf of the Borrower in connection with the trans-
actions contemplated hereby.  The Borrower is currently solvent, 
and neither the issuance and delivery of the Revolving Notes to the 
Banks, nor the performance of the transactions contemplated here-
under, will render the Borrower insolvent, inadequately capitalized 
to undertake the transactions contemplated hereunder or to under-
take the business in which it is presently engaged or about to 
engage or render the Borrower unable to pay its debts as they 
become due.  The Borrower is not currently contemplating either the 
filing of a petition by it or the commencement of a case by it 
under the Bankruptcy Code or any other insolvency laws or the 
liquidation of all or a major portion of its property, and the 
Borrower does not have any knowledge of any Person contemplating 
the filing of any such petition or commencement of any such case 
against the Borrower.

		4.8.  Tax Returns and Payments.  The Borrower has filed 
all tax returns required by law to be filed by it and has paid all 
taxes, assessments and other governmental charges levied upon its 
properties, assets, income and franchises, other than those not yet 
delinquent and those taxes, assessments and other governmental 
charges the non-payment of which would not have a Material Adverse 
Effect.  The charges, accruals and reserves on the books of the 
Borrower in respect of its taxes are adequate in the opinion of the 
Borrower.  The Borrower does not know of any unpaid assessment for 
additional taxes.

		4.9.  Indebtedness, etc.  As of the date of this Loan 
Agreement, and without regard to the transactions contemplated 
hereunder, the Borrower does not have any outstanding Indebtedness 
other than the Indebtedness identified on Schedule 4.10 annexed 
hereto and other Indebtedness the principal amount of which does 
not exceed One Million Dollars ($1,000,000.00) in the aggregate.

		4.10.  Title to Properties; Liens.  The Borrower has 
good and marketable title to all of its properties and assets and 
none of such properties or assets is or will be, as of the Closing 
Date, subject to any Lien except (i) the Liens identified on 
Schedule 4.10 annexed hereto and other liens which secure Indebted-
ness the principal amount of which does not exceed One Million 
Dollars ($1,000,000.00) in the aggregate, and (ii) other 
non-consensual Liens which in the aggregate are not substantial in 
amount, do not secure any Indebtedness, do not in any case 
materially detract from the value of the property subject thereto 
or materially impair the operations of the Borrower and would 
either singularly or in the aggregate have a Material Adverse 
Effect.

		4.11.  Operating Leases.  The Borrower enjoys quiet 
possession under all operating leases to which it is a party as 
lessee, and all of such operating leases are to the best knowledge 
of the Borrower, after due inquiry, validly existing and in full 
force and effect, and, to the best knowledge of the Borrower, after 
due inquiry, neither the lessor nor the Borrower as lessee is in 
default under any of such operating leases to an extent which has 
or could be reasonably foreseen to have a Material Adverse Effect. 
 None of such operating leases contains any provision restricting 
the incurrence of Indebtedness by the lessee or any unusual or 
burdensome provision which has or could be reasonably foreseen to 
have a Material Adverse Effect.

		4.12.  Litigation, etc.  Except as described on Schedule 
4.12 annexed hereto (as the same may be updated in writing from 
time to time by the Borrower), there is no action, proceeding or 
investigation pending or, to the best knowledge of the Borrower, 
threatened (or any basis therefor known to the Borrower) which 
questions the validity of this Loan Agreement, the Revolving Notes 
or the other Loan Instruments or any action taken or to be taken 
pursuant hereto or thereto or which if determined adversely to the 
Borrower would in the Borrower's reasonable judgment result, either 
in any case or in the aggregate, in any Material Adverse Effect.

		4.13.  Authorization; Compliance with Other Instruments, 
etc.  The execution, delivery and performance of this Loan Agree-
ment, the Revolving Notes and the other Loan Instruments to which 
the Borrower is a party have been duly authorized by all necessary 
corporate action on the part of the Borrower, will not result in 
any violation of or be in conflict with or constitute a default 
under the Articles of Incorporation or By-Laws of the Borrower or 
any agreement, instrument, judgment, decree, order, statute, rule 
or governmental regulation applicable to the Borrower, or result in 
the creation of any Lien upon any of the properties or assets of 
the Borrower.  The Borrower is not in material violation of its 
Articles of Incorporation or By-Laws or any agreement or instrument 
to which it is a party, or, to the Borrower's best knowledge, any 
judgment, decree, order, statute, rule or governmental regulation 
applicable to the Borrower.  Without limiting the generality of the 
foregoing, to the best knowledge of the Borrower, the Borrower is 
in compliance with all federal and state laws and all rules, regu-
lations and administrative orders of all state and local commis-
sions or authorities which are applicable to the Borrower or to the 
operation of its business the non-compliance of which could result 
in a Material Adverse Effect.

		4.14.  Enforceability.  This Loan Agreement, the 
Revolving Notes and the other Loan Instruments to which the 
Borrower is a party constitute the valid and binding obligations of 
the Borrower, legally enforceable against the Borrower in accor-
dance with their respective terms, except to the extent the 
enforceability of the Loan Agreement, the Revolving Notes and the 
other Loan Instruments is subject to the effect of applicable laws 
affecting the rights of creditors generally and equitable princi-
ples.

		4.15.  Governmental Consent.  To the best knowledge of 
the Borrower, the Borrower is not currently required to obtain any 
order, consent, approval or authorization of, and is not currently 
required to make any declaration or filing with, any governmental 
authority in connection with the execution and delivery of this 
Loan Agreement or the negotiation, offer, issue, sale and delivery 
of the Revolving Notes, or in connection with the execution, deliv-
ery and performance of the other Loan Instruments, and the failure 
to so obtain any such order, consent, approval or authorization or 
to make any such declaration or filing would result in a Material 
Adverse Effect.

		4.16.  Investment Company Act Status.  The Borrower is 
not an "investment company", as such term is defined in the 
Investment Company Act of 1940, as amended.

		4.17.  Regulation G, etc.  None of the Revolving Loans 
will be used, directly or indirectly, by the Borrower for the 
purpose of reducing or retiring any Indebtedness which was 
originally incurred to purchase or carry any Margin Stock or for 
any other purpose which might constitute the transactions contem-
plated hereby a "purpose credit" within the meaning of Regulation G 
or Regulation U of the Board of Governors of the Federal Reserve 
System, or cause this Loan Agreement to violate Regulation G, 
Regulation U, Regulation T, Regulation X or any other regulation of 
the Board of Governors of the Federal Reserve System or the 
Securities Exchange Act of 1934.

		4.18.  Holding Company Act.  The Borrower is not a 
"Holding Company" or a "Subsidiary Company" of a "Holding Company", 
or an "Affiliate" of a "Holding Company" or of a "Subsidiary 
Company" of a "Holding Company", as such terms are defined in the 
Public Utility Holding Company Act of 1935, as amended.

		4.19.  Employee Retirement Income Security Act of 1974. 
 The Borrower (a) has not incurred any material accumulated funding 
deficiency within the meaning of ERISA, (b) has not incurred any 
material liability to the Pension Benefit Guaranty Corporation 
established under ERISA (or any successor thereto under ERISA) in 
connection with any employee benefit plan established or maintained 
by the Borrower, nor has the Borrower had any tax assessed against 
it by the Internal Revenue Service for any alleged violation under 
Section 4975 of the Internal Revenue Code, and (c) has not and does 
not participate in any Multi-Employer Pension Plan within the 
meaning of Section 3(37) of ERISA except as approved by the Banks 
and set forth on Schedule 4.19 attached hereto. Further, to the 
Borrower's knowledge, each employee benefit plan established or 
maintained by the Borrower is in compliance in all material 
respects with ERISA and all other applicable laws, and no pro-
hibited transaction within the meaning of Section 4975 of the 
Internal Revenue Code has occurred with respect to any such 
employee benefit plan established or maintained by the Borrower.

		4.20.  Environmental Matters.

		4.20A.	As used herein, the term "Environmental 
Law(s)" means any federal, state or local statute, law, ordinance, 
code, rule, regulation, order or decree regulating, relating to, or 
imposing liability or standards of conduct concerning any Hazardous 
Substance, as now or at any time hereafter in effect.  As used 
herein, the term "Hazardous Substance(s)" shall have the meaning 
ascribed in any Environmental Law to any hazardous, toxic or 
dangerous waste, substance, pollutant or material.

		4.20B.	The Borrower represents and warrants, to its 
knowledge, and except as otherwise disclosed in writing to the 
Agent on behalf of the Banks prior to the date of this Loan Agree-
ment, that neither the Borrower nor any other Person within the 
Borrower's knowledge or control, including any lessee of the 
Borrower's property, has ever caused or permitted any Hazardous 
Substance to be released, spilled or disposed of on, under or at 
the Borrower's property nor any part thereof which has resulted in 
or could reasonably be foreseen to result in a Material Adverse 
Effect. Further, to the Borrower's knowledge, no portion of the 
Borrower's property has ever been used by the Borrower or any other 
person as a dump site or storage site, whether permanent or 
temporary, for any Hazardous Substance, except in substantial 
compliance with all Environmental Laws or except as otherwise 
disclosed in writing to the Banks prior to the date of this Loan 
Agreement.

		4.20C.	The Borrower shall, except as otherwise sepa-
rately disclosed in writing to the Agent on behalf of the Banks 
prior to the date of this Loan Agreement, give the Banks prompt 
written notice of any litigation or administrative proceeding 
involving a claim against the Borrower which (i) asserts or alleges 
that (a) the Borrower has violated any Environmental Law, (b) the 
Borrower is required to clean up or take other response action due 
to the release or threatened release or transportation of any 
Hazardous Substance, or (c) the Borrower is required to pay all or 
a portion of the cost of any past, present or future cleanup or 
other response action which arises out of or is related to the 
release or threatened release or transportation of any Hazardous 
Substance, and (ii) if true, would have a Material Adverse Effect.

		4.21.  Schedule of Guaranties.  Annexed hereto as 
Schedule 4.21 is a list of all guaranty agreements or similar 
instruments to which the Borrower is currently a party or which is 
otherwise binding upon the Borrower.

		4.22.  Subsidiaries and Joint Ventures.  Annexed hereto 
as Schedule 4.22 is a list of all existing Subsidiaries and Joint 
Ventures of the Borrower.

		4.23.  Events of Default.  There are no Potential Events 
of Default or Events of Default existing as of the Closing Date.


	SECTION 5
	AFFIRMATIVE COVENANTS


	5.	Affirmative Covenants.  The Borrower hereby covenants 
and agrees that until the Revolving Notes have been respectively 
paid in full to the Banks, the Borrower will perform and observe 
all of the following provisions unless waived in writing by the 
Requisite Banks:

		5.1.  Maintenance of Assets; Casualty Insurance.  The 
Borrower will, insofar as it is not prevented by causes beyond its 
control, maintain or cause to be maintained in good repair, working 
order and condition its assets used or useful in its business in a 
manner and to the extent necessary to prevent a Material Adverse 
Effect.  The Borrower will in addition, insofar as it is not pre-
vented by causes beyond its control, make or cause to be made all 
appropriate repairs, renewals and replacements to its assets to the 
extent necessary to prevent a Material Adverse Effect.  The Bor-
rower will maintain or cause to be maintained, with financially 
sound and reputable insurers, insurance with respect to its assets 
and business against loss or damage of the kinds customarily in-
sured against by corporations of established reputation engaged in 
the same or a similar business and similarly situated, in such 
types and amounts as are customarily carried under similar circum-
stances by such other corporations.

		5.2.  Monetary Obligations.

	(a) The Borrower will pay and discharge promptly as they 
become due and payable all taxes, assessments and other gov-
ernmental charges levied upon it or its income or upon any of its 
properties or assets or in respect of its franchises, business, 
income or profits, or upon any part thereof, as well as all lawful 
claims of any kind (including claims for labor, materials and 
supplies) which, if unpaid, might by law become a lien or a charge 
upon its property before any of the same become delinquent; pro-
vided, however, the Borrower shall not be obligated to pay any such 
tax, assessment or charge (i) if the non-payment thereof would not 
have a Material Adverse Effect, or (ii) if the non-payment thereof 
would have a Material Adverse Effect but the Borrower is contesting 
the amount or validity of, or its liability for, any such taxes, 
assessments or charges in good faith and by appropriate proceedings 
promptly initiated and diligently conducted by the Borrower and the 
Borrower has established such reserve or other appropriate provi-
sion, if any, as shall be required by GAAP in respect thereof.  The 
Borrower will satisfy or cause to be satisfied the minimum annual 
funding standard within the meaning of ERISA for any employee 
benefit plan established or maintained by the Borrower which is 
subject to such minimum funding standards under ERISA, and the Bor-
rower will not permit any tax or penalty to be incurred by it as a 
result of any failure to satisfy any such minimum funding require-
ment or as a result of any violation of the provisions of Section 
4975 of the Internal Revenue Code or of any regulation issued 
thereunder.

	(b) The Borrower will pay in full all its other debts, 
obligations and liabilities allowed hereunder before the same 
become delinquent, unless (i) the non-payment thereof would not 
have a Material Adverse Effect, or (ii) the non-payment thereof 
would have a Material Adverse Effect but the same are being con-
tested in good faith by the Borrower, the Borrower has established 
adequate reserves for the payment of the same in accordance with 
GAAP, and the contesting thereof does not involve the risk of 
forfeiture or loss of any of the Borrower's assets.

		5.3.  Financial Statements and Other Reports.  The Bor-
rower will furnish to the Agent on behalf of the Banks:

	(a) As soon as reasonably possible, and in any event within 
one hundred twenty (120) days after the end of each Fiscal Year, 
the audited balance sheet of the Borrower as at the end of such 
Fiscal Year, and the related audited statements of income and cash 
flows of the Borrower for such Fiscal Year, on a consolidated 
basis, together with statements in comparative form for the 
previous Fiscal Year, all in reasonable detail and accompanied by 
the opinion thereon of independent public accountants selected by 
the Borrower and reasonably acceptable to the Banks (the Banks 
acknowledge and agree that Coopers & Lybrand or any other "Big 6" 
accounting firm hereafter selected by the Borrower shall be 
acceptable to the Banks), which opinion shall be in a form 
generally recognized as unqualified and shall state that such 
financial statements have been prepared in accordance with GAAP 
applied on a basis consistent with that of the preceding Fiscal 
Year (except for such changes, if any, as shall be specified and 
approved by such accountants in such opinion) and that the audit by 
such accountants in connection with such financial statements has 
been made in accordance with GAAP relating to auditing;

	(b) As soon as reasonably possible, and in any event within 
forty-five (45) days after the end of each Fiscal Quarter in each 
Fiscal Year, an unaudited balance sheet of the Borrower as at the 
end of such Fiscal Quarter, and related unaudited statements of 
income and cash flows of the Borrower for such Fiscal Quarter, on a 
consolidated basis, all in reasonable detail, prepared in 
accordance with GAAP consistently applied and certified to be true, 
accurate and complete by the Chief Financial Officer of the 
Borrower; provided, such interim financial statements shall be 
without footnotes and shall be subject to normal year-end adjust-
ments;

	(c) Together with each delivery of financial statements 
pursuant to subdivisions (a) and (b) above, (i) a Certificate of 
the President or Chief Financial Officer of the Borrower setting 
forth the maximum amount of all guaranty agreements and similar 
instruments issued by the Borrower for the account of each Joint 
Venture and each Subsidiary, and (ii) a Compliance Certificate (A) 
stating that the Chief Financial Officer of the Borrower has 
reviewed the relevant terms of this Loan Agreement and has no 
knowledge of any event or condition which constitutes a Potential 
Event of Default or an Event of Default hereunder, or, if any such 
Potential Event of Default or Event of Default existed or exists, 
specifying the nature and period of existence thereof and what 
action the Borrower has taken or is taking or proposes to take with 
respect thereto, and (B) demonstrating in reasonable detail 
compliance at the end of such accounting period with Section 6.2, 
relating to Indebtedness, Section 6.4, relating to Liens, Section 
6.5, relating to investments and loans, and Sections 6.8 through 
6.11, relating to financial covenants;

	(d) Forthwith upon any principal officer of the Borrower 
obtaining knowledge of, or receiving notice of any claim of or 
action taken with respect to, any condition or event which 
constitutes a Potential Event of Default or an Event of Default 
(including, without limitation, knowledge that any claim by any 
creditor has been made that there exists, or that any action has 
been taken by any creditor with respect to, any default as set 
forth in Section 7(h) hereof), an Officers' Certificate specifying 
the nature and period of existence thereof and what action the 
Borrower has taken or is taking or propose to take with respect 
thereto;

	(e) Promptly upon receipt thereof, a copy of any final 
management letter submitted to the Borrower by its independent 
certified public accountants in connection with the examination of 
the financial statements of the Borrower made by such accountants;

	(f) Promptly upon the filing thereof with the Securities and 
Exchange Commission, copies of all reports hereafter filed by the 
Borrower with the Securities and Exchange Commission;

	(g) Copies of all annual and, upon written request by the 
Requisite Banks, interim, financial statements, including balance 
sheets and statements of income and cash flows, prepared in respect 
of the Joint Ventures, promptly upon receipt thereof by the 
Borrower; provided, the Borrower shall be obligated to deliver any 
such financial statements to the Agent on behalf of the Banks only 
if the delivery thereof to the Agent on behalf of the Banks does 
not violate the joint venture agreement under which any such Joint 
Venture was formed or any other agreement or any applicable law to 
which the Borrower is subject;

	(h) With reasonable promptness, such other information and 
data with respect to the Borrower as from time to time may be 
reasonably requested by the Requisite Banks; provided, the Borrower 
shall be obligated to deliver any financial statements pertaining 
to the Joint Ventures only if the delivery thereof to the Agent on 
behalf of the Banks does not violate the joint venture agreement 
under which any such Joint Venture was formed or any other 
agreement or any applicable law to which the Borrower is subject; 
and

	(i) Promptly upon receipt thereof, copies of such notices, 
reports or other documents received by the Borrower which discloses 
facts which, if true, could reasonably be expected to have a 
Material Adverse Effect on the Borrower.

		The Borrower shall deliver to the Agent on behalf of the 
Banks at the same time as the delivery of any annual or quarterly 
financial statement under this Section 5.3, (i) a description in 
reasonable detail of any variation between the application of 
accounting principles employed in the preparation of such statement 
and the application of accounting principles employed in the 
preparation of the next preceding annual or quarterly financial 
statements (which variation materially affects the presentation of 
the financial position or results of operations of the Borrower) 
and (ii) reasonable estimates of the difference between such 
statements arising as a consequence thereof.

		The Banks shall keep confidential all of the financial 
statements and other information furnished to the Banks pursuant to 
this Loan Agreement other than any such information which has 
otherwise been publicly disclosed or is in the public domain, and 
each Bank shall cooperate with the Borrower in establishing a joint 
privilege with respect to all such non-public information furnished 
to such Bank; provided, subject to the foregoing, each Bank shall 
have the right to furnish copies of such financial statements and 
other information furnished to each Bank (A) to any proposed 
Eligible Assignee of such Bank pursuant to Section 10 hereof, 
subject to such proposed Eligible Assignee executing a Confidenti-
ality Agreement as required under Section 10 hereof, (B) to 
governmental agencies having jurisdiction over such Bank and which 
request copies of such financial statements and/or other informa-
tion, (C) if required to under applicable rules of civil procedure 
to any appropriate Person in any litigation involving or affecting 
such Bank, provided such Bank shall give notice to the Borrower of 
such Bank's receipt of the subpoena or other request to furnish 
such information and the Borrower shall have the right at its 
expense to seek an appropriate protective order in such litigation 
preserving the confidentiality of any non-public information 
furnished to such Bank, and (D) to any appropriate Person in 
connection with the enforcement by such Bank of its rights under 
this Loan Agreement and the Revolving Note issued to it.

		5.4.  Financial Records.  The Borrower will maintain a 
system of accounting established and administered in accordance 
with GAAP consistently applied, and will set aside on its books all 
such proper reserves as shall be required by GAAP.

		5.5.  Permits, Certificates, Leases, Licenses, etc.  The 
Borrower will obtain, maintain and comply at all times with all 
permits, certificates, licenses, approvals, authorizations, leases 
and other instruments necessary or appropriate for the conduct of 
its business as presently conducted or as contemplated to be con-
ducted in the future; provided, the Borrower shall not be in vio-
lation of this Section 5.5 if the failure to obtain any such 
permit, certificate, license, approval, authorization, lease or 
other instrument would not have a Material Adverse Effect.

		5.6.  Notice.  The Borrower will notify the Agent on 
behalf of the Banks in writing, within no more than ten (10) Busi-
ness Days (and without the benefit of any grace period afforded in 
any provision of this Loan Agreement or any other Loan Instrument) 
after the Borrower learns of any of the following: (i) the exis-
tence or occurrence of any Potential Event of Default under this 
Loan Agreement and/or any of the other Loan Instruments, (ii) that 
any representation or warranty made herein or in the other Loan 
Instruments shall, for any reason, not be or shall cease in any 
material respect to be true and complete and not misleading, or 
(iii) the institution of, or adverse determination in, any liti-
gation involving a claim against the Borrower in excess of the sum 
of One Million Dollars ($1,000,000.00) which is not fully covered 
by insurance (other than any deductible), describing the nature 
thereof, what happened with respect thereto, and what steps are 
being taken by the Borrower with respect thereto.

		5.7.  Further Assurances.  The Borrower will from time 
to time hereafter execute and deliver, or will cause to be executed 
and delivered, such additional instruments, certificates or docu-
ments and will take all such further actions, as the Banks may 
reasonably request for the purposes of implementing or effectuating 
the provisions of this Loan Agreement and/or the other Loan Instru-
ments; provided, the Borrower shall not be required to grant or 
create any consensual or voluntary lien on or security interest in 
any of its assets pursuant to this Section 5.7.  Upon the exercise 
by the Agent of any power, right, privilege or remedy pursuant to 
the Loan Instruments which requires any consent, approval, regis-
tration, qualification or authorization of any Person, the Borrower 
will execute and deliver, or will cause the execution and delivery 
of, all applications, certificates, instruments and other documents 
and papers that the Agent requires in order to obtain any such 
consent, approval, registration, qualification or authorization.

		5.8.  Preservation of Existence, Leases, etc.  The Bor-
rower will at all times preserve and keep in full force and effect, 
to the extent necessary to prevent a Material Adverse Effect, its 
corporate existence, rights, patents, trademarks, service marks, 
trade names, copyrights, licenses, consents and authorizations and 
operating leases and Capital Leases to which the Borrower is a 
party, other than any changes to any of the same effected by the 
Borrower in the ordinary course of business, and the Borrower shall 
comply with all applicable laws and regulations.

		5.9.  Comprehensive General Liability Insurance.  The 
Borrower will, in addition to obtaining and maintaining all insur-
ance required under Section 5.1 hereof, obtain and maintain compre-
hensive general liability insurance with an insurance company 
licensed to do business in all jurisdictions wherein the Borrower 
transacts business in such amounts and upon such terms and condi-
tions as are reasonably satisfactory to the Agent; the Agent ac-
knowledges that the insurance currently maintained by the Borrower 
as described in the Certificate of Insurance delivered to the Agent 
satisfies the provisions of this Section 5.9 as of the Closing 
Date.

		5.10.  Hazardous Materials.

		5.10A.	The Borrower covenants that (i) the Borrower 
will not violate any Environmental Law, as such term is defined in 
Section 4.20 hereof, in connection with the use, ownership, lease, 
maintenance or operation of all real property owned or leased by it 
and the conduct of business thereon if such violation would result 
in or could reasonably be foreseen as resulting in a Material Ad-
verse Effect, and (ii) the Borrower, its agents, employees, lessees 
and independent contractors, will operate the Borrower's real prop-
erty and will receive, handle, use, store, treat, transport and 
dispose of all Hazardous Substances, as such term is defined in 
Section 4.20 hereof, in compliance in all material respects with 
all Environmental Laws; provided, in the event the Borrower re-
ceives notice from any appropriate governmental agency to the 
effect that the Borrower is in violation of any Environmental Law, 
the same shall not constitute a default hereunder to the extent the 
Borrower seeks to correct any such violation in good faith and with 
due diligence.

		5.10B.	If the Borrower receives any written notice 
from any governmental agency or "potentially responsible party" 
within the meaning of the Environmental Laws regarding (i) the 
happening of any event involving any Hazardous Substance, or (ii) 
any noncompliance with regard to any environmental matter, and as a 
result thereof the Borrower would suffer a Material Adverse Effect, 
the Borrower shall immediately notify the Banks orally and in 
writing thereof and shall provide the Banks with copies of any 
written notice or information.

		5.10C.	The Borrower agrees to indemnify each Bank and 
hold each Bank harmless from and against any and all losses, lia-
bilities, including strict liability, damages, injuries, expenses, 
including reasonable attorneys' fees, claims for damage to the 
environment, claims for fines or civil penalties, costs of any 
settlement or judgment and claims of any and every kind whatsoever 
paid, incurred or suffered by or asserted against the Bank by any 
Person for, with respect to or as a direct or indirect result of 
the presence on or under the Borrower's property of, or the release 
or threatened release or transportation of, any Hazardous Substance 
or arising under any Environmental Law; provided that the incur-
rence by any such Bank of any such losses, liabilities, damages, 
injuries, expenses, claims for damage to the environment, claims 
for fines or civil penalties, costs of any settlement or judgment 
and other claims is not the result of any gross negligence or will-
ful misconduct committed by that Bank.  The Borrower's indemnifi-
cation obligations hereunder include, without limitation, costs 
incurred by any Bank in connection with any investigation of site 
conditions or any clean up, removal or restoration work required by 
any federal, state or local governmental agency or political subdi-
vision because of Hazardous Substances present in or about the Bor-
rower's property.  The indemnification obligations of the Borrower 
shall survive the payment of the Obligations to the Banks and the 
termination of this Loan Agreement.

		5.11.  Compliance by Consolidated Subsidiaries.  The 
Borrower covenants and agrees to cause each of its Consolidated 
Subsidiaries, whether now existing or hereafter created or 
acquired, to comply with all of the covenants set forth in Section 
5 and Sections 6.1 through 6.7 and Section 6.12 hereof.  The 
covenants set forth in Sections 6.8 through 6.11 hereof are 
calculated on a consolidated basis and shall be determined solely 
by reference to the consolidated financial statements of the 
Borrower and its Consolidated Subsidiaries.

		5.12.  Delivery of Atlantic Guaranty.  Borrower shall 
cause the following to be delivered to Agent for the benefit of the 
Banks on or before ninety (90) days following written notice to 
Borrower from the Requisite Banks given on or at any time after, if 
applicable, the date that Atlantic becomes a Subsidiary of 
Borrower, and failure of Borrower to do so shall constitute an 
Event of Default:  (i) the Atlantic Guaranty Agreement, and (ii) an 
opinion of counsel for Atlantic to the effect that Atlantic is 
validly existing and the Atlantic Guaranty Agreement has been duly 
executed and delivered by a duly authorized corporate officer of 
Atlantic.

	SECTION 6
	NEGATIVE COVENANTS

	6.	Negative Covenants.  The Borrower hereby covenants and 
agrees that until the Revolving Notes have been paid in full to the 
Banks, the Borrower will perform and observe all of the following 
provisions:

		6.1.  Mergers.  Dissolutions and Other Extraordinary 
Events.  The Borrower will not, without the prior written consent 
of the Requisite Banks, which consent shall not be unreasonably 
withheld:

	(a) Be or become a party to any consolidation, reorganization 
(including, without limitation, the types referred to in Section 
368 of the Code) merger or recapitalization, other than (i) any 
merger of a Subsidiary into the Borrower, (ii) any merger of a 
Subsidiary into another Subsidiary, or (iii) any merger pursuant to 
which the Borrower or any Subsidiary of the Borrower is the 
surviving corporation; or

	(b) Sell, lease, assign, transfer or dispose of all or a 
material portion of its assets other than in the ordinary course of 
the Borrower's business as historically conducted.

		6.2.  Indebtedness.  The Borrower will not, without the 
prior written consent of the Requisite Banks, directly or indi-
rectly, create, incur, assume, guarantee, agree to purchase or 
repurchase or provide funds in respect of, or otherwise become 
liable with respect to any Indebtedness or Contingent Obligation 
other than

	(a) the Revolving Notes;

	(b) current liabilities of the Borrower (other than for 
borrowed money) incurred in the ordinary course of its business and 
in accordance with customary trade practices;

	(c) Purchase Money Indebtedness incurred by the Borrower to 
finance Capital Expenditures, up to Five Million Dollars 
($5,000,000.00) in aggregate principal amount at any one time 
outstanding, subject to the limitation that any such Purchase Money 
Indebtedness may only be secured by those assets acquired by the 
Borrower with the proceeds of such Purchase Money Indebtedness;

	(d) Indebtedness the proceeds of which are used to permanently 
reduce the Revolving Loan Commitments pursuant to Section 2.4A(i) 
hereof;

	(e) the Indebtedness and Contingent Obligations identified on 
Schedule 4.10 annexed hereto;

	(f) the Line of Credit Notes; 

	(g) the Swing Line Note;

	(h) the Senior Notes; and

	(i) the Note Purchasers Guaranty Agreements, provided neither 
of the same is modified or amended without the prior written 
consent of the Banks.

		6.3.  Use of Assets.  The Borrower will not use, or 
cause or permit the use of, any of its assets in any manner which 
could result in a Material Adverse Effect.

		6.4.  Liens.  The Borrower will not, without the prior 
written consent of the Requisite Banks, directly or indirectly 
create, incur, assume or permit to continue in existence (other 
than existing Liens permitted under this Loan Agreement), any Lien 
on, or pledge or deposit of, or conditional sale or other title 
retention agreement (including any Capital Lease which in accor-
dance with GAAP would constitute Indebtedness) with respect to, any 
property or asset now owned or hereafter acquired by the Borrower, 
provided that the restrictions in this Section 6.4 shall not 
prohibit:

	(a) Liens securing all Purchase Money Indebtedness permitted 
under Section 6.2(c) hereof, provided that (i) each such Lien shall 
at all times be confined solely to the item of property acquired 
with the proceeds of such Purchase Money Indebtedness, and (ii) no 
such Lien shall be permitted unless at the time of the creation of 
such Lien the incurrence of such Purchase Money Indebtedness would 
be permitted by Section 6.2 hereof;

	(b) liens for taxes, assessments or other governmental charges 
the payment of which is not at the time required for the reasons 
set forth by the proviso to the first sentence of Section 5.2(a);

	(c) statutory liens of landlords and liens of carriers, 
warehousemen, mechanics, contractors and materialmen incurred in 
the ordinary course of business for sums not yet due or being 
contested by the Borrower in good faith and by appropriate 
proceedings promptly initiated and diligently conducted, if the 
Borrower shall have made such reserve or other appropriate provi-
sion, if any, as shall be required by GAAP in connection therewith;

	(d) Liens incurred or deposits made in the ordinary course of 
business in connection with worker's compensation, unemployment 
insurance and other types of social security or to secure the 
performance of tenders, statutory obligations, surety and appeal 
bonds, bids, leases, performance and return of money bonds and 
other similar obligations (exclusive of obligations for the payment 
of borrowed money) for sums not yet due or being contested by the 
Borrower in good faith and by appropriate proceedings promptly 
initiated and diligently conducted, if the Borrower shall have made 
such reserve or other appropriate provision, if any, as shall be 
required by GAAP in connection therewith;

	(e) easements, rights-of-way, restrictions and other similar 
charges or encumbrances incurred in the ordinary course of business 
which do not in the aggregate materially detract from the value of 
the property of the Borrower or materially impair the use thereof 
in the operation of its business and which do not interfere with 
the ordinary conduct of the business of the Borrower;

	(f) Liens, charges, encumbrances and priority claims which (i) 
are incidental to the conduct of the business of the Borrower and 
the ownership of its properties and assets, (ii) were not incurred 
in connection with the borrowing of money or the obtaining of 
advances of credit, and (iii) do not in the aggregate materially 
detract from the value of the property of the Borrower or material-
ly impair the use thereof in the operation of its business;

	(g) security interests created under Capital Leases expressly 
permitted to be entered into by the Borrower pursuant to Section 
6.2 hereof;

	(h) the Liens identified on Schedule 4.10 annexed hereto;

	(i) common law liens encumbering goods acquired by the 
Borrower the acquisition of which has been financed through a 
"trade" or "commercial" letter of credit issued for the account of 
the Borrower; and

	(j) other liens securing amounts not in excess of Two Hundred 
Fifty Thousand Dollars ($250,000.00) in principal amount (including 
capitalized interest) at any one time outstanding.

		6.5.  Investments, Loans, etc.  The Borrower will not, 
without the prior written consent of the Requisite Banks, directly 
or indirectly, purchase or otherwise acquire the stock or other 
securities or the properties or assets of any other Person, or make 
any investment in or any loan, advance or capital contribution to 
any other Person, provided that

	(i) the Borrower may purchase or otherwise acquire and own 
Eligible Investments;

	(ii) the Borrower may purchase or otherwise acquire goods and 
services in the ordinary course of business and in accordance with 
customary trade practices;

	(iii) the Borrower may make Capital Expenditures subject to 
the limitation on the incurrence of Purchase Money Indebtedness set 
forth in Sections 6.2(c) and 6.4(a) hereof;

	(iv) so long as no Event of Default or Potential Event of 
Default has occurred and is continuing or would result therefrom, 
the Borrower (A) may contribute capital and/or make loans to its 
Mexican Subsidiary in an amount not to exceed Ten Million Dollars 
($10,000,000.00) during the term of the Loan Agreement, and (B) may 
increase its existing investment in and/or make loans to its other 
Consolidated Subsidiaries;

	(v) the Borrower may extend, renew and/or reissue its guaranty 
of payment of each and every promissory note now or hereafter 
issued by Processing Technology, Inc. to National City to evidence 
the Two Million Dollars ($2,000,000) line of credit established by 
National City in favor of Processing Technology, Inc.;

	(vi) the Borrower may extend, renew and/or reissue from time 
to time any guaranties of payment up to an aggregate amount of Six 
Million Two Hundred fifty Thousand Dollars ($6,250,000.00) of the 
unpaid principal of and/or unpaid interest on each and every 
promissory note now or hereafter issued by Mi-Tech Steel, Inc.;

	(vii) so long as no Event of Default or Potential Event of 
Default has occurred and is continuing or would result therefrom, 
the Borrower may increase its existing investment in the Joint 
Ventures, subject to the limitation set forth in subpart (viii) 
below; and

	(viii) the Borrower may incur guarantees and other Contingent 
Obligations and/or expend funds, including, without limitation, by 
making loans, up to a maximum aggregate amount of Five Million 
Dollars ($5,000,000.00), in connection with the acquisition of the 
assets, debt or equity interests of any Person, provided that any 
such acquisition, on a pro forma basis after giving effect to any 
such acquisition, will not cause the Borrower to be in violation of 
any of the covenants set forth in Sections 6.8 through 6.11 hereof, 
as evidenced by a duly completed Compliance Certificate delivered 
to the Agent, and provided that no Event of Default or Potential 
Event of Default shall exist.  For purposes of the Five Million 
Dollar ($5,000,000.00) limitation set forth in this Section 
6.5(viii), the amount of any Contingent Obligation incurred by the 
Borrower shall be deemed to equal the maximum dollar amount of 
liability of the Borrower under the particular Contingent Obliga-
tion.

	(ix) so long as no Event of Default or Potential Event of 
Default has occurred and is continuing or would result therefrom 
the Borrower (A) may contribute capital and/or make loans to Mi-
Tech Steel, Inc., or guarantee the obligations of Mi-Tech Steel, 
Inc. in an aggregate amount not to exceed Ten Million Dollars 
($10,000,000.00) during the term of the Loan Agreement, and (B) may 
increase its existing investment in and/or make loans to its other 
Consolidated Subsidiaries.

	(x) so long as no Event of Default or Potential Event of 
Default has occurred and is continuing or would result therefrom 
the Borrower (A) may acquire all of the issued and outstanding 
capital stock of Atlantic, provided such acquisition is concluded 
on or before May 15, 1997, and provided that the total purchase 
price paid by or for the account of Borrower in cash or other 
property does not exceed the amount of $7,250,000, and (B) from and 
after the acquisition by Borrower of all of the issued and 
outstanding capital stock of Atlantic, (a) may contribute capital 
and/or make loans to Atlantic in an amount not to exceed Twenty-Two 
Million Dollars ($22,000,000) in the aggregate outstanding at any 
one time during the term of the Loan Agreement, and (b) may 
increase its existing investment in and/or make loans to its other 
Consolidated Subsidiaries.

		6.6.  Restricted Junior Payments.  The Borrower will not 
make any Restricted Junior Payments after the occurrence and during 
the continuation of any Event of Default.

		6.7.  Agreements and Licenses.  The Borrower will not 
transfer, terminate, cancel, modify or amend, encumber, or commit a 
default under, any operating lease or Capital Lease to which the 
Borrower is a party, or any license, permit, consent, approval or 
authorization necessary or appropriate for the conduct of the Bor-
rower's business, if the same would result in a Material Adverse 
Effect.

		6.8.  Consolidated Current Ratio.  The Borrower will not 
permit the ratio of its Consolidated Current Assets to its Consoli-
dated Current Liabilities to be less than 1.5 to 1.0 as at any 
Fiscal Quarter end.

		6.9.  Consolidated Total Debt to Consolidated Total 
Capitalization.  The Borrower will not permit the ratio of its 
Consolidated Total Debt to its Consolidated Total Capitalization to 
exceed .55 to 1.0 as at any Fiscal Quarter end.

		6.10.  Consolidated Interest Expense and Consolidated 
Rent Expense Coverage Ratio.  The Borrower will not permit, as at 
each Fiscal Quarter end, the ratio of (a) its Consolidated Net 
Income plus Consolidated Interest Expense, provisions for all taxes 
and Consolidated Rent Expense for the four-Fiscal Quarter period 
ended on such Fiscal Quarter end, to (b) the sum of its Consolidat-
ed Interest Expense and Consolidated Rent Expense for the 
four-Fiscal Quarter period ended on such Fiscal Quarter end, to be 
less than 3.0 to 1.0 as at any Fiscal Quarter end.

		6.11.  Minimum Consolidated Tangible Net Worth.  The 
Borrower will not permit its Consolidated Tangible Net Worth:

	(i) As of September 30, 1996 to be less than Eighty-Five 
Million Dollars ($85,000,000); and

	(ii) As of each subsequent Fiscal Quarter end of the Borrower 
after September 30, 1996, to be less than the sum of the Minimum 
Consolidated Tangible Net Worth required of the Borrower as of the 
immediately preceding Fiscal Quarter end plus fifty percent (50%) 
of the Borrower's Consolidated Net Income for its Fiscal Quarter 
then ended plus one hundred percent (100%) of the net proceeds from 
any equity offering completed after October 11, 1996.

		For purposes of this Section 6.11, any net losses 
hereafter incurred by the Borrower will not reduce the amount of 
the Minimum Consolidated Tangible Net Worth required to be 
maintained by the Borrower pursuant to this Section 6.11.

		6.12.  Transactions with Affiliates.  The Borrower will 
not directly or indirectly enter into any operating lease or 
Capital Lease or other transaction with any Affiliate of the 
Borrower which would have a Material Adverse Effect.


	SECTION 7
	EVENTS OF DEFAULT; ACCELERATION


	7.	Events of Default; Acceleration.  If any of the 
following events ("Events of Default") shall occur:

	(a) If the Borrower shall default in the payment of any 
interest on any of the Revolving Notes, the Line of Credit Notes or 
the Swing Line Note when the same becomes due and payable and any 
such default continues for ten (10) Business Days; or

	(b) If the Borrower shall default in the payment of any 
principal of any of the Revolving Notes, the Line of Credit Notes 
or the Swing Line Note when the same becomes due and payable and 
any such default continues for ten (10) Business Days; or

	(c) If the Borrower shall breach or default in the performance 
or observance of any of the provisions of Sections 6.1, 6.6, 6.7, 
6.8, 6.9, 6.10 or 6.11 and such breach or default is not cured 
within thirty (30) days after the Agent has given written notice of 
such breach or default to the Borrower; or

	(d) If the Borrower shall default in the performance of or 
compliance with any covenant, obligation or provision contained in 
this Loan Agreement (other than those referred to above in this 
Section 7), and any such default shall not have been remedied (i) 
within thirty (30) days after the date written notice of such 
default shall have been delivered to the Borrower, or (ii) if such 
default cannot be cured within such thirty (30) day period, within 
such longer period of time as may be necessary to effect such cure, 
but in any event within sixty (60) days after written notice of 
such default shall have been delivered to the Borrower, provided 
that the Borrower commences to cure the particular default within 
such thirty (30) day period and prosecutes the cure to completion 
with due diligence within sixty (60) days after written notice of 
such default shall have been delivered to the Borrower; or

	(e) If any material representation or warranty made in writing 
by or on behalf of the Borrower herein or pursuant hereto or 
otherwise in connection with the transactions contemplated hereby 
shall have been materially false or misleading or incorrect when 
made and the Borrower shall have known or should have known of the 
falsity, misleading nature of or incorrectness of such repre-
sentation or warranty when it was made, and the Borrower fails to 
cause such representation or warranty to cease to be materially 
false, misleading or incorrect within thirty (30) days after writ-
ten notice of such materially false, misleading or incorrect rep-
resentation or warranty shall have been delivered to the Borrower; 
or

	(f) If the Borrower shall default (as principal or guarantor 
or other surety or otherwise) in the payment of any principal of or 
premium, if any, or interest on any other Indebtedness in respect 
of borrowed money or any Capital Lease or in the deferred purchase 
price of property which, at the time of the Borrower's default in 
the payment thereof, has an unpaid balance in excess of One Million 
Dollars ($1,000,000.00), or if the Borrower defaults in the 
performance of or compliance with any term of any documents 
evidencing Indebtedness of the Borrower or of any agreement relat-
ing thereto, and (i) such default shall continue for more than the 
period of grace, if any, specified therein and shall not have been 
waived pursuant thereto, (ii) the Borrower shall not be contesting 
the amount or validity of, or its liability for, any such Indebt-
edness or Capital Lease or deferred purchase price of property in 
good faith and by appropriate proceedings promptly initiated and 
diligently conducted by the Borrower and in which all actions 
against the property of the Borrower have been stayed, and (iii) 
the holder of such Indebtedness has an immediate right under 
applicable law to accelerate the maturity of such Indebtedness by 
virtue of such default and expiration of the applicable grace 
period; or

	(g) If the Borrower shall discontinue its business or shall 
make an assignment for the benefit of its creditors, or shall fail 
generally to pay its debts as such debts become due, or shall apply 
for or consent to the appointment of or taking possession by a 
trustee, receiver or liquidator (or other similar official) of any 
substantial part of its property, or if the Borrower shall take any 
action in furtherance of its dissolution or liquidation; or

	(h) If the Borrower shall commence a case or have an order for 
relief entered against it under the federal bankruptcy laws, as now 
or hereafter constituted, or any other applicable bankruptcy, 
insolvency or other similar law, or if, within thirty (30) days 
after the commencement against the Borrower of a case under the 
Bankruptcy Code, as now or hereafter constituted, or any other 
applicable bankruptcy, insolvency or other similar law, such case 
shall have been consented to or shall not have been dismissed or 
all orders or proceedings thereunder affecting the operations or 
the business of the Borrower shall not have been stayed, or if the 
stay of any such order or proceeding shall thereafter be set aside, 
or if within sixty (60) days after the entry of a decree appointing 
a trustee, receiver or liquidator (or other similar official) of 
any substantial part of the property of the Borrower, such appoint-
ment shall not have been vacated; or

	(i) If a final uninsured judgment which, with other out-
standing final judgments against the Borrower exceeds an aggregate 
of One Million Dollars ($1,000,000.00), shall be rendered against 
the Borrower and (i) if, prior to the availability of any execution 
thereon, such judgment shall not have been discharged or execution 
thereof shall not have been stayed pending appeal, or if, after the 
expiration of any such stay, such judgment shall not have been dis-
charged, or (ii) the Borrower shall not have established adequate 
reserves on its books in respect of such final uninsurable judgment 
or judgments; or

	(j) If the Borrower experiences a Change in Control without 
the prior written consent of the Banks;

then (i) upon the occurrence of any Event of Default described in 
clause (h) of this Section 7 with respect to the Borrower, the 
Revolving Loan Commitment of each Bank shall terminate and the 
respective unpaid principal balances of the Revolving Notes to-
gether with all accrued interest thereon and all other Obligations 
of the Borrower to the Banks shall automatically become immediately 
due and payable, without presentment, demand, protest or other 
requirements of any kind, all of which are hereby expressly waived 
by the Borrower, or (ii) upon the occurrence of any other Event of 
Default referred to in this Section 7, the Agent, with the written 
consent of the Requisite Banks at any time at their option, shall 
by written notice to the Borrower, terminate the Banks' respective 
Revolving Loan Commitments and declare the respective unpaid prin-
cipal balances of the Revolving Notes together with all accrued 
interest thereon and all other Obligations of the Borrower to the 
Banks to be due and payable in full to the Banks, without present-
ment, demand, protest or other requirements of any kind, all of 
which are hereby waived by the Borrower.  Upon the occurrence of 
any Event of Default, the Banks shall have no obligation to make 
additional Revolving Loans to the Borrower, PNC shall have no 
obligation to issue or extend the expiration date of any Letters of 
Credit, and the Borrower shall immediately deposit with the Agent 
an amount in "good and collected" funds equal to the then-existing 
Letter of Credit Usage to secure all Obligations of the Borrower in 
respect of all outstanding Letters of Credit.

		Any amendment or modification of this Loan Agreement 
shall, except as otherwise expressly provided herein, require the 
affirmative written consent of the Requisite Banks; provided, 
notwithstanding anything herein to the contrary, the following 
shall require the affirmative written consent of all of the Banks: 
(i) the termination, cancellation or release of any Loan Instru-
ment, (ii) the decrease in the interest rate(s) borne by the 
Revolving Loans, other than decreases in the interest rate(s) borne 
by the Revolving Loans by virtue of any decreases in the Federal 
Funds Rate or the Adjusted LIBOR Rate, in each case as expressly 
contemplated herein, (iii) the decrease in the Letter of Credit Fee 
Percentage, (iv) any extension of the stated maturity date of the 
Revolving Loan Commitments pursuant to Section 2.1B hereof, (v) any 
extension of the due dates of any installments of accrued interest 
on the Revolving Loans, (vi) any reduction in the Pro Rata Share of 
any Bank except as expressly contemplated or permitted in this Loan 
Agreement, (vii) any change in the provision that Banks holding 
more than 60% of the Total Utilization of Revolving Loan Commit-
ments constitute the Requisite Banks, (viii) any amendment, modi-
fication or termination of the Guaranty Agreement and/or any re-
lease of Wabash Steel Corporation from any of its obligations 
thereunder, or (ix) any amendment of the provisions of this 
paragraph.

	SECTION 8
	REMEDIES


	8.	Remedies.

		8.1.  Defaults.  Upon the occurrence and during the con-
tinuation of any Event of Default, the Agent, at the direction of 
the Requisite Banks, shall proceed to protect and enforce the 
rights of the Banks by an action at law, suit in equity or other 
appropriate proceeding, whether for the specific performance of any 
agreement contained herein, in the Revolving Notes or in the other 
Loan Instruments, or for an injunction against a violation of any 
of the terms hereof or thereof, or in aid of the exercise of any 
power granted hereby or thereby or by law.  In case of a default in 
the payment of any principal of or premium, if any, or interest on 
the Revolving Notes or upon acceleration thereof, the Borrower will 
pay to the Banks such further amount as shall be sufficient to 
cover the costs and expenses of collection thereof, including (to 
the extent permitted by law), without limitation, reasonable 
attorneys' fees, expenses and disbursements (including allocable 
costs of in-house counsel of the Agent or any Bank).

		8.2.  Offset.  If any Event of Default shall occur and 
be continuing and regardless of whether or not the Banks have 
accelerated the maturity date of the Revolving Notes or any of the 
other Obligations, each Bank shall have the right then, or at any 
time thereafter, to setoff against any and all deposit balances and 
other sums and Indebtedness and other property then held or owed by 
that Bank to or for the credit or account of the Borrower, all 
without notice to or demand upon the Borrower or any other Person, 
all such notices and demands being hereby expressly waived by the 
Borrower, and in and on all of which the Borrower hereby grants 
each Bank a Lien to secure the payment of the Obligations.  All 
amounts received by a Bank pursuant to the exercise of its right of 
setoff against any deposit balances or other sums and Indebtedness 
and other property then held or owed by such Bank to or for the 
credit or account of the Borrower shall be shared pro rata with the 
other Banks and applied to the payment of the Obligations in the 
manner set forth in Section 12.4 hereof.

		8.3.  Rights Cumulative.  All of the rights and remedies 
of the Banks and/or the Agent, in its capacity as agent for the 
Banks, as applicable, upon the occurrence of an Event of Default 
shall be cumulative to the greatest extent permitted by law, and 
shall be in addition to all those rights and remedies afforded the 
Banks at law or in equity or under the other Loan Instruments.

		8.4.  Payment of Costs and Expenses.  All of the costs, 
expenses, damages and liabilities, including, without limitation, 
all reasonable attorneys' fees, incurred by and imposed upon the 
Banks with respect to, in connection with or as a result of any 
action taken or omitted to be taken pursuant to this Loan Agreement 
and the other Loan Instruments shall be paid by, and shall be the 
sole and joint and several responsibility of, the Borrower.

	SECTION 9
	THE AGENT


	9.	The Agent.  The parties to this Loan Agreement stipulate 
that the provisions of this Section 9 shall apply to the Line of 
Credit Advances with the same force and effect as such provisions 
apply to Revolving Loans.

		9.1.  Appointment.  Each Bank hereby irrevocably desig-
nates, appoints and authorizes PNC to act as Agent for such Bank 
under this Loan Agreement and to execute and deliver or accept on 
behalf of each of the Banks the other Loan Instruments.  Each Bank 
hereby irrevocably authorizes, and each holder of any Revolving 
Note by the acceptance of such Revolving Note shall be deemed 
irrevocably to authorize, the Agent to take such action on behalf 
of such Bank and such holder under the provisions of this Loan 
Agreement and the other Loan Instruments and any other instruments 
and agreements referred to herein, and to exercise such powers and 
to perform such duties hereunder as are specifically delegated to 
or required of the Agent by the terms hereof, together with such 
powers as are reasonably incidental thereto.  PNC agrees to act as 
the Agent on behalf of the Banks to the extent provided in this 
Loan Agreement.

		9.2.  Delegation of Duties.  The Agent may perform any 
of its duties hereunder by or through agents or employees (provided 
such delegation is exercised with reasonable care and does not con-
stitute a relinquishment of its duties as Agent) and, subject to 
Sections 9.5, 9.6 and 9.7 hereof, shall be entitled to engage and 
pay for the advice or services of any attorneys, accountants or 
other experts concerning all matters pertaining to its duties here-
under and to rely upon any advice so obtained, provided reasonable 
care is used in the selection of the foregoing experts.

		9.3.  Nature of Duties; Independent Credit 
Investigation.  The Agent shall have no duties or responsibilities 
except those expressly set forth in this Loan Agreement and the 
other Loan Instruments and no implied covenants, functions, 
responsibilities, duties, obligations or liabilities shall be read 
into this Loan Agreement or shall otherwise exist.  The duties of 
the Agent shall be mechanical and administrative in nature and 
shall include the duty to provide to each Bank an executed original 
of such Bank's Revolving Note and an executed original of this Loan 
Agreement and a copy of the other Loan Instruments; the Agent shall 
not have by reason of this Loan Agreement a fiduciary or trust 
relationship in respect of any Bank; and nothing in this Loan 
Agreement, expressed or implied, is intended to or shall be so 
construed as to impose upon the Agent any obligations in respect of 
this Loan Agreement except as expressly set forth herein.  Each 
Bank expressly acknowledges (i) that the Agent has not made any 
representations or warranties to it and that no act which the Agent 
hereafter takes, including any review of the affairs of the 
Borrower, shall be deemed to constitute any representation or 
warranty by the Agent to any Bank; (ii) that it has made and will 
continue to make, without reliance upon the Agent, its own 
independent investigation of the financial condition and affairs 
and its own appraisal of the creditworthiness of the Borrower in 
connection with this Loan Agreement and the making and continuance 
of the Revolving Loans hereunder; and (iii) except as expressly 
provided herein, that the Agent shall have no duty or 
responsibility, either initially or on a continuing basis, to 
provide any Bank with any credit or other information with respect 
thereto, whether coming into its possession before the making of 
any Revolving Loan or at any time or times thereafter

		9.4.  Actions in Discretion of the Agent; Instructions 
from the Banks.  The Agent agrees, upon the written request of the 
Requisite Banks, to take or refrain from taking any action of the 
type specified as being within the Agent's rights, powers or dis-
cretion herein; provided that the Agent shall not be required to 
take any action which exposes the Agent to legal liability or which 
is contrary to this Loan Agreement or any other Loan Instrument or 
applicable law.  In the absence of a request by the Requisite 
Banks, the Agent shall have authority, in its sole discretion, to 
take or not to take any such action, unless this Loan Agreement 
specifically requires the consent of the Requisite Banks or all of 
the Banks.  Any action taken or failure to act pursuant to such 
instructions or discretion shall be binding on the Banks, subject 
to the provisions of Section 9.6 hereof.  Subject to the provisions 
of Section 9.6 hereof, no Bank shall have any right of action what-
soever against the Agent as a result of the Agent acting or re-
fraining from acting hereunder in accordance with the instructions 
of the Requisite Banks or the Banks, as applicable, or in the 
absence of such instructions, in the absolute discretion of the 
Agent.

		9.5.  Reimbursement and Indemnification of the Agent and 
the Banks by the Borrower.  The Borrower unconditionally agrees to 
pay or reimburse the Agent and each Bank and save the Agent and 
each Bank harmless against (i) liability for the payment of all 
reasonable and necessary out-of-pocket costs, expenses and dis-
bursements for which reimbursement is customarily obtained, in-
cluding fees and expenses of counsel and consultants (including 
allocable costs of in-house counsel of the Agent and each Bank), 
incurred by the Agent and/or any Bank (a) in connection with the 
preparation, negotiation, printing, execution, administration, 
interpretation and performance of this Loan Agreement and the other 
Loan Instruments, (b) relating to any requested amendments, waivers 
or consents pursuant to the provisions hereof, (c) in connection 
with the enforcement of this Loan Agreement or any other Loan In-
strument or collection of amounts due hereunder or thereunder or 
the proof and allowability of any claim arising under this Loan 
Agreement or any other Loan Instrument, whether in bankruptcy or 
receivership proceedings or otherwise, and (d) in any workout or 
restructuring or in connection with the protection, preservation, 
exercise or enforcement of any of the terms hereof or of any rights 
hereunder or under any other Loan Instrument or in connection with 
any foreclosure, collection or bankruptcy proceedings, and (ii) all 
liabilities, obligations, losses, damages, penalties, actions, 
judgments, suits, costs, expenses or disbursements of any kind or 
nature whatsoever which may be imposed on, incurred by or asserted 
against the Agent and/or any Bank, in its capacity as such, in any 
way relating to or arising out of this Loan Agreement or any other 
Loan Instrument or any action taken or omitted by the Agent and/or 
any Bank hereunder or thereunder; provided that the Borrower shall 
not be liable for any portion of such liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, 
expenses or disbursements (A) if the same results from the gross 
negligence or willful misconduct of the Agent or any Bank, or (B) 
if the Borrower were not given notice of the subject claim and the 
opportunity to participate in the defense thereof, at its expense, 
or (C) if the same results from a compromise or settlement 
agreement entered into without the consent of the Borrower which 
consent shall not be unreasonably withheld.

		9.6.  Exculpatory Provisions.  Neither the Agent nor any 
of its directors, officers, employees, agents or affiliates shall 
(i) be liable to any Bank for any action taken or omitted to be 
taken by it or them hereunder, or in connection herewith including 
pursuant to any other Loan Instruments, unless caused by its or 
their own gross negligence or willful misconduct, (ii) be respon-
sible in any manner to any of the Banks for the effectiveness, 
enforceability, genuineness, validity or the due execution of this 
Loan Agreement or any other Loan Instrument or for any recital, 
representation, warranty, document, certificate, report or state-
ment herein or made or furnished under or in connection with this 
Loan Agreement or any other Loan Instrument, or (iii) be under any 
obligation to any of the Banks to ascertain or to inquire as to the 
performance or observance of any of the terms, covenants or condi-
tions hereof or thereof on the part of the Borrower, or the finan-
cial condition of the Borrower, or the existence or possible 
existence of any Event of Default or Potential Event of Default 
under the Loan Instruments.  Neither the Agent nor any Bank nor any 
of their respective directors, officers, employees, agents, attor-
neys or affiliates shall be liable to the Borrower or any other 
Person for consequential damages resulting from any breach of con-
tract, tort or other wrong in connection with the negotiation, 
documentation or administration of the Loan Instruments or the 
collection of the Revolving Loans.

		9.7.  Reimbursement and Indemnification of the Agent by 
the Banks.  Each Bank agrees to reimburse and indemnify the Agent 
(to the extent not reimbursed by the Borrower and without limiting 
the obligation of the Borrower to do so) in proportion to its Pro 
Rata Share from and against all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind or nature whatsoever which may be imposed 
on, incurred by or asserted against the Agent, in its capacity as 
such, in any way relating to or arising out of this Loan Agreement 
or any other Loan Instrument or any action taken or omitted by the 
Agent hereunder or thereunder, provided that no such reimbursement 
shall be required with respect to expenses incurred by the Agent 
during the time period through the Closing Date and no Bank shall 
be liable for any portion of such liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements (i) if the same relates to or arises out of the 
Agent's gross negligence or willful misconduct, or (ii) if such 
Bank was not given notice of the subject claim and the opportunity 
to participate in the defense thereof, at its expense, or (iii) if 
the same results from a compromise and settlement agreement entered 
into without the consent of the Requisite Banks, which consent 
shall not be unreasonably withheld.

		9.8.  Reliance by the Agent.  The Agent shall be 
entitled to rely upon any writing, telegram, telex or teletype 
message, facsimile, resolution, notice, consent, certificate, 
letter, cablegram, statement, order or other document or 
conversation by telephone or otherwise believed by it to be genuine 
and correct and to have been signed, sent or made by the proper 
Person or Persons, and upon the advice and opinions of counsel and 
other professional advisers selected by the Agent.  The Agent shall 
be fully justified in failing or refusing to take any action 
hereunder unless it shall first be indemnified to its satisfaction 
by the Banks against any and all liability and expense which may be 
incurred by it by reason of taking or continuing to take any such 
action.

		9.9.  Notice of Default.  The Agent shall not be deemed 
to have knowledge or notice of the occurrence of any Potential 
Event of Default or Event of Default unless the Agent has received 
written notice from a Bank or the Borrower referring to this Loan 
Agreement, specifically describing such Potential Event of Default 
or Event of Default and stating that such notice is a "notice of 
default."

		9.10.  The Banks in Their Individual Capacities.  With 
respect to its Revolving Loan Commitment and the Revolving Loans 
made by it, the Agent shall have the same rights and powers here-
under as any other Bank and may exercise the same as though it were 
not the Agent, and the term "Banks" shall, unless the context 
otherwise indicates, include the Agent in its individual capacity. 
 PNC and its Affiliates and each of the Banks and their respective 
Affiliates may, without liability to account, except as prohibited 
herein, make loans to, accept deposits from, discount drafts for, 
act as trustee under indentures of, and generally engage in any 
kind of banking or trust business with, the Borrower and its 
Affiliates, in the case of the Agent, as though it were not acting 
as Agent hereunder and in the case of each Bank, as though such 
Bank were not a Bank hereunder.

		9.11.  Holders of Revolving Notes.  The Agent may deem 
and treat any payee of any Revolving Note as the owner thereof for 
all purposes hereof unless and until written notice of the 
assignment or transfer thereof shall have been filed with the 
Agent.  Any request, authority or consent of any Person who at the 
time of making such request or giving such authority or consent is 
the holder of any Revolving Note shall be conclusive and binding on 
any subsequent holder, transferee or assignee of such Revolving 
Note or of any Revolving Note or Revolving Notes issued in exchange 
therefor.

		9.12.  Equalization of the Banks.  The Banks and the 
holders of any participations in any Revolving Notes agree among 
themselves that, with respect to all amounts received by any Bank 
or any such holder for application on any Obligation hereunder or 
under any Revolving Note or other Loan Instrument or under any such 
participation, whether received by voluntary payment, by realiza-
tion upon security, by the exercise of the right of setoff or 
banker's lien, by counterclaim or by any other non-pro rata source, 
equitable adjustment will be made in the manner stated in the 
following sentence so that, in effect, all such excess amounts will 
be shared ratably among the Banks and such holders in proportion to 
their interests in payments under the Revolving Notes.  The Banks 
or any such holder receiving any such amount shall purchase for 
cash from each of the other Banks an interest in such Bank's Re-
volving Loans in such amount as shall result in a ratable partici-
pation by the Banks and each holder in the aggregate unpaid amount 
under the Revolving Notes, provided that if all or any portion of 
such excess amount is thereafter recovered from the Bank or the 
holder making such purchase, such purchase shall be rescinded and 
the purchase price restored to the extent of such recovery, to-
gether with interest or other amounts, if any, required by law 
(including court order) to be paid by the Bank or the holder making 
such purchase.

		9.13.  Successor Agent.  The Agent may resign as Agent 
with the consent of the Borrower, such consent not to be 
unreasonably withheld, upon not less than thirty (30) days prior 
written notice given to the Borrower and the Banks.  If the Agent 
shall resign under this Loan Agreement, then either (i) the 
Requisite Banks shall appoint from among the Banks a successor 
agent for the Banks, subject to the consent to such successor agent 
by the Borrower, such consent not to be unreasonably withheld, or 
(ii) if a successor agent shall not be so appointed and approved 
within the thirty (30) day period following the Agent's notice to 
the Banks of its resignation, then the Agent shall appoint, with 
the consent of the Borrower, such consent not to be unreasonably 
withheld, a successor agent who shall serve as Agent until such 
time as the Requisite Banks appoint, and the Borrower consents, 
which consent shall not be unreasonably withheld, to the appoint-
ment of, a successor agent.  Upon its appointment pursuant to 
either clause (i) or (ii) above, such successor agent shall succeed 
to the rights, powers and duties of the Agent and the term "Agent" 
shall mean such successor agent, effective upon its appointment, 
and the former Agent's rights, powers and duties as Agent shall be 
terminated without any other or further act or deed on the part of 
such former Agent or any of the other parties to this Loan 
Agreement.  After the resignation of any Agent hereunder, the 
provisions of this Section 9.13 shall not by reason of such 
resignation be deemed to release the Agent from liability for any 
actions taken or not taken by it while it was the Agent under this 
Loan Agreement.

		9.14.  Calculations.  In the absence of gross negligence 
or willful misconduct, the Agent shall not be liable for any error 
in computing the amount payable to any Bank whether in respect of 
the Revolving Loans or the fees or other amounts due to the Banks 
under this Loan Agreement.  In the event an error in computing any 
amount payable to any Bank is made, the Agent, the Borrower and 
each affected Bank shall, forthwith upon discovery of such error, 
make such adjustments as shall be required to correct such error, 
and any compensation therefor will be calculated at the Federal 
Funds Rate.

		9.15.  Beneficiaries.  Except as set forth in Sections 
9.5 and 9.13 hereof, the provisions of this Section 9 are solely 
for the benefit of the Agent and the Banks, and the Borrower shall 
not have any right to rely on or enforce any of the provisions 
hereof.  In performing its functions and duties under this Loan 
Agreement, the Agent shall act solely as agent of the Banks and 
does not assume and shall not be deemed to have assumed any 
obligation toward or relationship of agency or trust with or for 
the Borrower or any other Person.

	SECTION 10
	ASSIGNMENTS AND PARTICIPATIONS


	10.	Assignments and Participations in Revolving Loans and 
Revolving Notes.  The parties to this Loan Agreement stipulate that 
the provisions of this Section 10 shall apply to the Line of Credit 
Advances with the same force and effect as such provisions apply to 
Revolving Loans.

		10A.	Each Bank shall have the right at any time, upon 
prior written notice to, and with the prior written consent of, the 
Borrower and the Agent, which consent shall not be unreasonably 
withheld, to sell, assign, transfer or negotiate all or a permitted 
portion of such Bank's Revolving Loans and Revolving Loan Commit-
ment to one or more Eligible Assignees.  Each Bank shall, following 
a demand by the Borrower after a demand by such Bank pursuant to 
Section 2.2G(ii), 2.6C, 2.8A, 2.8B or 2.8C hereof, or upon the 
failure by a Bank to extend the Revolving Loan Commitment Termina-
tion Date pursuant to Section 2.1B hereof, sell, assign, transfer 
or negotiate all or any part of its Revolving Loans and Revolving 
Loan Commitment to one or more Eligible Assignees selected or 
approved by the Borrower; provided that prior to receiving any 
confidential or other material information regarding the Borrower 
or the transactions contemplated by this Loan Agreement, any 
Eligible Assignee shall have entered into a Confidentiality Agree-
ment; provided further that any such assignment shall become 
effective five (5) Business Days after the Agent's receipt of (x) a 
written notice of such assignment from the assigning Bank, (y) 
processing and recordation fees of Two Thousand Dollars ($2,000) 
from the assigning Bank in connection with the Agent's recording of 
such sale, assignment, transfer or negotiation, and (z) an Assign-
ment Agreement executed by the assignee and assignor; provided 
still further that no Bank shall make any assignment to any Eligi-
ble Assignee in a principal amount of less than Five Million 
Dollars ($5,000,000) unless, after giving effect to such assign-
ment, the assigning Bank will have no Revolving Loans or Revolving 
Loan Commitment hereunder; provided still further, each such 
assignment made as a result of a demand by the Borrower pursuant to 
this Section 10.A shall be arranged by the Borrower at its expense 
(including without limitation, the processing and recordation fee 
referred to in (y) above) after consultation with the Agent, shall 
be to an Eligible Assignee(s) acceptable to the Agent as confirmed 
in a written notice to the Borrower, and shall be either an assign-
ment of all of the rights and obligations of the assigning Bank 
under this Loan Agreement or an assignment of a portion of such 
rights and obligations made concurrently with another assignment or 
other such assignments which together constitute all of the rights 
and obligations of the assigning Bank under this Loan Agreement.  
In the case of any sale, assignment, transfer or negotiation of all 
or part of the Revolving Loans and the Revolving Loan Commitments 
authorized under this Section 10.A, the assignee, transferee or 
recipient shall have, to the extent of such sale, assignment, 
transfer or negotiation, the same rights, benefits and obligations 
as it would if it were a Bank hereunder, including, without 
limitation (x) the right to approve or disapprove actions which, in 
accordance with the terms hereof, require the approval of the 
Requisite Banks or the Banks, as applicable, and (y) the obligation 
to fund Revolving Loans directly to the Agent pursuant to Section 2 
hereof.  Upon its receipt of any Assignment Agreement delivered by 
an assigning Bank pursuant to this Section 10.A, the Agent shall 
record the information contained therein in the records of the 
Agent.

		10B.	Notwithstanding Section 10.A hereof, each Bank may 
grant participations in all or any part of its Revolving Loans and 
Revolving Loan Commitment to one or more of its Affiliates; pro-
vided that (i) any such disposition shall not, without the consent 
of the Borrower, require the Borrower to file a registration 
statement with the Securities and Exchange Commission or apply to 
qualify the Revolving Loans or the Revolving Notes or any other 
Loan Instrument under the blue sky law of any state; (ii) the 
holder of any such participation shall not be entitled to require 
such Bank to take or omit to take any action hereunder except 
action directly extending the final maturity of any portion of the 
principal amount of or interest on a Revolving Loan allocated to 
such participation or a reduction of the principal amount of or the 
rate of interest payable on the Revolving Loans, or payments due in 
repayment of draws under Letters of Credit allocable to such par-
ticipation; and (iii) neither the Agent nor the Borrower shall have 
any duty or obligation to deal directly with the holder of any such 
participation but instead shall be entitled to continue to deal 
directly with the Bank that granted such participation.

		10C.	No Bank shall, as between the Borrower and that 
Bank, be relieved of any of its obligations hereunder as a result 
of any granting of participations in all or any part of the Revolv-
ing Loans or Revolving Loan Commitment or other Obligations owed to 
such Bank to any Affiliate of such Bank.  Each Bank shall, as be-
tween the Borrower and that Bank, be relieved of its obligations 
hereunder as a result of any sale, assignment, transfer or negotia-
tion of all or any part of the Revolving Loans or Revolving Loan 
Commitment of that Bank or other Obligations owed to such Bank made 
in accordance with Section 10.A hereof.

		10D.	Notwithstanding the provisions of Section 10.A. 
hereof, no Bank shall be entitled to assign all or any portion of 
its Revolving Loans or Revolving Loan Commitment under this Loan 
Agreement pursuant to Section 10.A. hereof unless (x) such assign-
ing Bank shall have given the other Banks a first right to acquire 
or purchase the portion of the Bank's Revolving Loans and Revolving 
Loan Commitment being assigned.  The assigning or selling Bank 
shall notify the Agent of the amount of its Revolving Loans and Re-
volving Loan Commitment it intends to transfer and the Agent shall 
give each other Bank notice thereof and shall determine within 
forty-five (45) days the amount, if any, that the other Banks elect 
to acquire, such amount to be allocated pro rata among such Banks 
in accordance with their respective Revolving Loan Commitments 
unless such Banks otherwise agree to the contrary.  The provisions 
of this Section 10.D. shall not apply to the sale by any Bank of 
participations in its Revolving Loans and Revolving Loan Commitment 
to any Affiliate of such Bank.

		10E.	In the event any Bank becomes an Affected Bank pur-
suant to Section 2.1B, 2.2G, 2.6C, 2.8A, 2.8B or 2.8C hereof and 
the Borrower elects, at its sole option, to replace the Affected 
Bank with an Eligible Assignee(s) selected by the Borrower and 
approved of in writing by the Agent, which approval shall not be 
unreasonably withheld, the Borrower shall, prior to selecting any 
replacement Eligible Assignee for the Affected Bank, offer to the 
other Banks for a period of sixty (60) days the right to increase 
their respective Revolving Loan Commitments by an aggregate amount 
equal to the Revolving Loan Commitment of the Affected Bank, such 
Revolving Loan Commitment of the Affected Bank to be allocated pro 
rata among the other Banks in accordance with their respective 
Revolving Loan Commitments unless such other Banks otherwise agree 
to the contrary.  In the event the Banks (other than the Affected 
Bank) elect not to increase their respective Revolving Loan Com-
mitments or fail to respond to the Borrower within the sixty (60) 
day period referenced above, the Borrower shall have the right to 
replace the Affected Bank with an Eligible Assignee(s).  Each Bank 
agrees that, in the event it becomes an Affected Bank, such Bank 
will sell its Revolving Loan and Revolving Loan Commitment to the 
other Banks and/or an Eligible Assignee(s), as the case may be, if 
directed by the Borrower, in accordance with the provisions of this 
Section 10.E.  The Affected Bank and the Eligible Assignee(s) shall 
be obligated to execute and deliver an Assignment Agreement in 
favor of the Agent.

	SECTION 11
	INDEMNITY


		The Borrower shall indemnify and hold harmless the 
Banks, their respective successors, assigns, agents and employees, 
from and against any and all claims, actions, suits, proceedings, 
costs, expenses, damages, fines, penalties and liabilities, 
including, without limitation, reasonable attorneys' fees and 
costs, arising out of and/or connected with the transactions 
contemplated hereunder.  Provided, the Borrower shall have no 
obligation to indemnify the Banks for any loss caused by the Banks' 
gross negligence or willful misconduct.  At each Bank's request, 
the Borrower shall, at its own cost and expense, defend or cause to 
be defended any and all such actions or suits that may be brought 
against the applicable Bank and, in any event, shall satisfy, pay 
and discharge any and all judgments, awards, penalties, costs and 
fines that may be recovered against the applicable Bank in any such 
action, plus all attorneys' fees and costs related thereto to the 
extent permitted by applicable law; provided, however, that each 
Bank shall give the Borrower, to the extent the applicable Bank 
seeks indemnification from the Borrower under this Section 11, 
written notice of any such claim, demand or suit as soon as 
practicable after the applicable Bank has received written notice 
thereof, and the applicable Bank shall not settle any such claim, 
demand or suit, if the applicable Bank seeks indemnification 
therefor from the Borrower, without first giving notice to Borrower 
of the applicable Bank's desire to settle and obtaining the consent 
of Borrower to the same, which consent Borrower hereby agrees not 
to unreasonably withhold.

	SECTION 12
	MISCELLANEOUS



		12.1.  Submission to Jurisdiction, etc.  The Borrower 
hereby irrevocably agrees that any legal action, suit or proceeding 
against the Borrower with respect to the obligations and liabili-
ties of the Borrower hereunder or any other matter under or arising 
out of or in connection with this loan Agreement or for recognition 
or enforcement of any judgment rendered in any such action, suit or 
proceeding may be brought in the United States District Court of 
the Western District of Kentucky or in the courts of the Common-
wealth of Kentucky, as the Requisite Banks may elect, and, by exe-
cution and delivery of this Loan Agreement, the Borrower hereby 
irrevocably accepts and submits to the non-exclusive jurisdiction 
of each of the aforesaid courts in personam generally and uncondi-
tionally with respect to any such action, suit or proceeding in-
volving the Borrower and in respect of the Borrower's property.  
The Borrower further agrees that final judgment against the Bor-
rower in any action, suit or proceeding referred to herein shall be 
conclusive after all appeals have been exhausted or waived by the 
Borrower, and may thereafter be enforced in any other jurisdiction, 
within or outside the United States of America, by suit on the 
judgment, a certified or exemplified copy of which shall be conclu-
sive evidence of the fact and of the amount of the Borrower's obli-
gations and liabilities.  The Borrower further irrevocably consents 
and agrees to the service of any and all legal process, summons, 
notices and documents out of any of the aforesaid courts in any 
such action, suit or proceeding by mailing copies thereof by regis-
tered or certified air mail, postage prepaid, to the Borrower at 
the address set forth in Section 12.3 below or by serving copies 
thereof upon any statutory agent for service of process of the 
Borrower.  The Borrower agrees that service upon the Borrower as 
provided for herein shall constitute valid and effective personal 
service upon the Borrower and that the failure of any statutory 
agent to give any notice of such service to the Borrower shall not 
impair or affect in any way the validity of such service or any 
judgment rendered in any action or proceeding based thereon.  Noth-
ing herein shall, or shall be construed so as to, limit the right 
of the Banks to bring actions, suits or proceedings with respect to 
the obligations and liabilities of the Borrower under, or any other 
matter arising out of or in connection with, this Loan Agreement 
and/or the other Loan Instruments, or for recognition or enforce-
ment of any judgment rendered in any such action, suit or proceed-
ing, in the courts of whatever jurisdiction in which property of 
the Borrower may be found or as otherwise shall to the Requisite 
Banks seem appropriate, or to affect the rights to service of 
process in any jurisdiction in any manner permitted by law.  In 
addition, the Borrower hereby irrevocably and unconditionally 
waives any objection which the Borrower may now or hereafter have 
to the laying of venue of any of the aforesaid actions, suits or 
proceedings arising out of or in connection with this Loan Agree-
ment and/or the other Loan Instruments brought in the Circuit Court 
of Jefferson County, Kentucky or in the United States District 
Court for the Western District of Kentucky, and hereby further 
irrevocably and unconditionally waives and agrees not to plead or 
claim that any such action, suit or proceeding brought in either 
such court has been brought in an inconvenient forum.

		12.2.  Role of the Banks.  Notwithstanding any of the 
terms or conditions hereof or of the other Loan Instruments to the 
contrary, the Banks shall not have, and by their execution and 
acceptance of this Loan Agreement hereby expressly disclaim, any 
obligation or responsibility for the management, conduct or 
operation of the business and affairs of the Borrower.  Any term or 
condition hereof, or of any of the other Loan Instruments, 
permitting the Banks to take or refrain from taking any action with 
respect to the Borrower shall be deemed solely to permit the Banks 
to audit and review the management, operation and conduct of the 
business and affairs of the Borrower, and may not be relied upon by 
any other Person.  Further, the Banks shall not have, have not 
assumed, and by their execution and acceptance of this Loan 
Agreement hereby expressly disclaim, any liability or responsibili-
ty for the payment or performance of any indebtedness or obligation 
of the Borrower, and no term or condition hereof, or of any of the 
other Loan Instruments, shall be construed otherwise.

		12.3.  Notices.  All notices required or permitted to be 
given hereunder shall be given in writing and shall be personally 
delivered or sent by telecopier, by express courier service or by 
registered or certified United States mail, return receipt re-
quested, postage prepaid, addressed as follows (or to such other 
address as to which any party hereto shall have given the other 
written notice):

If to the Borrower:		Steel Technologies Inc.
					15415 Shelbyville Road
					Louisville, KY 40245
					Attn: Mr. Kenneth Bates,
					Chief Financial Officer
					Telephone: (502) 245-2110
					Telecopy: (502) 245-3821

			  cc:	William E. Hellmann, Esq.
					Stites & Harbison
					Suite 1800
					400 West Market Street
					Louisville, KY 40202
					Telephone: (502) 587-3400
					Telecopy: (502) 587-6391

	If to the Banks:	At the telecopy number or address speci-
fied below the signature of the applica-
ble Bank

			   cc:	Ms. Arlene M. Ohler
					Assistant Vice President
					Manager
					PNC Securities Corp.
					Multi-Bank Loan Administration
					One PNC Plaza
					Fifth Avenue and Wood Street
					Pittsburgh, PA 15265
					Telephone: (412) 762-3627
					Telecopy: (412) 762-8672

			   cc:	Arthur A. Rouse, Esq.
					Wyatt, Tarrant & Combs
					2700 Citizens Plaza
					Louisville, KY 40202
					Telephone: (502) 562-7508
					Telecopy: (502) 589-0309

		All notices hereunder shall be deemed given upon the 
earliest of (a) actual delivery in person or by telecopier, (b) one 
(1) Business Day after delivery to an express courier service, or 
(c) three (3) Business Days after having been deposited in the 
United States mails, in accordance with the foregoing.

		12.4.  Ratable Sharing.  Each Bank agrees with each 
other Bank that (i) with respect to all amounts received by them 
which are applicable to the payment of principal of or interest on 
the Revolving Loans and amounts payable in respect of the Letters 
of Credit or Commitment Fees, including, without limitation, all 
amounts received by such Bank pursuant to the exercise of the right 
of setoff pursuant to Section 8.2 hereof, equitable adjustment will 
be made so that, in effect, all such amounts will be shared among 
the Banks proportionately in accordance with their respective Pro 
Rata Shares whether received by voluntary payment, by the exercise 
of the right of set-off or banker's lien, by counterclaim or cross 
action or by the enforcement of any or all of the Obligations, and 
(ii) if any of them shall exercise any right of counterclaim, set-
off, banker's lien or similar right with respect to amounts owed by 
the Borrower hereunder or in respect of the Letters of Credit, that 
Bank shall apportion the amount recovered as a result of the exer-
cise of such right pro rata in accordance with (a) all amounts 
outstanding at such time owed by the Borrower to it hereunder, and 
(b) all amounts otherwise owed by the Borrower to it, and (iii) if 
any of them shall thereby through the exercise of any right of 
counterclaim, set-off, banker's lien or otherwise, or as adequate 
protection of a deposit treated as cash collateral under the Bank-
ruptcy Code, receive payment or reduction of a proportion of the 
aggregate amount of principal and interest due with respect to the 
Revolving Loans made by that Bank or amounts payable in respect of 
any Letter of Credit or any participation therein, or any other 
amount payable hereunder (collectively, the "Aggregate Amount Due" 
to such Bank), which is greater than the proportion received by any 
other Bank in respect of the Aggregate Amount Due to such other 
Bank, then the Bank receiving such proportionately greater payment 
shall (y) notify each other Bank and the Agent of such receipt and 
(z) purchase participations (which it shall be deemed to have done 
simultaneously upon the receipt of such payment) in the Aggregate 
Amounts Due to the other Banks so that all recoveries of Aggregate 
Amounts Due shall be shared by the Banks in proportion to their 
respective Pro Rata Shares; provided that if all of part of such 
proportionately greater payment received by such purchasing Bank is 
thereafter recovered from such Bank, those purchases shall be 
rescinded and the purchase prices paid for such participations 
shall be returned to that Bank to the extent of such recovery, but 
without interest.  The Borrower expressly consents to the foregoing 
arrangements and agrees that any participant in respect of any 
Revolving Loan may exercise any and all rights of banker's lien, 
set-off or counterclaim with respect to any and all rights of 
banker's lien, set-off or counterclaim with respect to any and all 
monies owing by the Borrower to that participant as fully as if 
that participant were a Bank in the amount of such participation 
held by that participant.

		12.5.  Waiver.  No course of dealing in respect of, nor 
any omission or delay in the exercise of, any right, power, remedy 
or privilege by the Banks shall operate as a waiver thereof, nor 
shall any right, power, remedy or privilege of the Banks be 
exclusive of any other right, power, remedy or privilege referred 
to herein or in any related document or now or hereafter available 
at law, in equity, in bankruptcy, by statute or otherwise.  Each 
such right, power, remedy or privilege may be exercised by the 
Banks, either independently or concurrently with others, and as 
often and in such order as the Banks may deem expedient.  No waiver 
or consent granted by the Banks in respect of this Loan Agreement, 
the Revolving Notes or the other Loan Instruments shall be binding 
upon the Banks unless specifically granted in writing by a duly 
authorized officer of each Bank, which writing shall be strictly 
construed.

		12.6.  Survival of Representations and Warranties.  All 
representations, warranties and covenants of the Borrower contained 
herein or in the other Loan Instruments or made pursuant hereto 
shall survive the execution and delivery of the Loan Instruments.  
Further, the indemnities set forth in Sections 5.11 and 11 hereof 
shall survive the payment of the Revolving Notes and the other 
Obligations.

		12.7.  Invalidity.  If any part of this Loan Agreement 
shall be adjudged invalid or unenforceable, whether in general or 
in any particular circumstance, then such partial invalidity or 
enforceability shall not cause the remainder of this Loan Agreement 
to be or to become invalid or unenforceable, and if a provision 
hereof is held invalid or unenforceable in one or more of its 
applications, the parties hereto agree that said provision shall 
remain in effect in all valid applications that are severable from 
the invalid or unenforceable application or applications.

		12.8.  Assignment.  This Loan Agreement may not be 
assigned by the Borrower without the prior written consent of the 
Banks.  All rights of the Banks hereunder shall inure to the 
benefit of their respective permitted successors and assigns, and 
all obligations, covenants and agreements of the Borrower shall 
bind its successors and assigns, if any.

		12.9.  Governing Law.  This Loan Agreement and the 
rights and obligations of the parties hereunder shall, in all 
respects, be governed by and construed in accordance with the laws 
of the Commonwealth of Kentucky.

		12.10.  Section Headings.  The section headings of this 
Loan Agreement are inserted herein solely for convenience of 
reference and shall not affect the construction or interpretation 
of the provisions hereof.

		12.11.  Entire Agreement.  This Loan Agreement, the 
Revolving Notes and the other Loan Instruments constitute the 
entire agreement among the Banks and the Borrower with respect to 
the subject matter hereof.

		12.12.  Costs and Expenses.  The Borrower agrees to 
reimburse PNC for all charges, expenses, out-of-pocket costs and 
fees incurred by PNC in the preparation, negotiation, documenta-
tion, amendment, execution and administration (other than the 
ordinary and customary expenses of administration) of this Loan 
Agreement and all other Loan Instruments, including without 
limitation: the reasonable fees of PNC's counsel and agreed loan or 
commitment fees.  All obligations of the Borrower under this 
Section 12.12 shall survive the termination or cancellation of this 
Loan Agreement for any reason whatsoever.

		12.13.  Time of the Essence.  Time shall be of the 
essence in the payment and performance of all of the Borrower's 
obligations under this Loan Agreement, the Revolving Notes and the 
other Loan Instruments.

		12.14.  No Oral Modifications.  This Loan Agreement may 
be modified only in writing executed by the Requisite Banks (or all 
of the Banks to the extent applicable) and the Borrower.

		12.15.  Counterparts.  This Loan Agreement may be 
executed in one or more counterparts, each of which shall be deemed 
an original and all of which shall constitute one and the same 
instrument.

		12.16.  Delivery to the Agent Only.  Notwithstanding any 
provision or inference to the contrary set forth herein, all 
notices, financial statements, certificates, documents, instruments 
and other items or information required to be given, provided, 
furnished or delivered by the Borrower under this Loan Agreement 
shall be delivered solely to the Agent and not to all of the Banks, 
unless the Borrower at its sole option otherwise elects to deliver 
any such notices, financial statements, certificates, documents, 
instruments and other items or information to all of the Banks.

	[Signatures Commence on Next Page]

		IN WITNESS WHEREOF, the parties hereto have caused this 
Loan Agreement to be duly executed as of the day and year first 
above written.

						(the "Borrower")

						STEEL TECHNOLOGIES INC.

                                      By:________________________________
                                                      (signature)

                                      Name:______________________________
                                                     (type or print)

                                      Title:_____________________________
                                                     (type or print)



						("PNC")

						PNC BANK, KENTUCKY, INC.


                                        By:________________________________
                                                      (signature)

                                        Name:______________________________
                                                      (type or print)

                                        Title:_____________________________
                                                     (type or print)

                                    Address:        PNC Bank, Kentucky, Inc.
                                                    Citizens Plaza
                                                    500 West Jefferson Street
                                                    Louisville, KY 40202
                                                    Attn: Ralph A. Phillips
                                                    Vice President
                                                    Telephone: (502) 581-4543
                                                    Telecopy: (502) 581-2302



                                     ("National City")

                                       NATIONAL CITY BANK OF KENTUCKY
                                      By:________________________________
                                                    (signature)
                                      Name:______________________________
                                                  (type or print)

                                     Title:_____________________________
                                                   (type or print)

                                      Address:        101 South Fifth Street
                                                      Louisville, KY 40202
                                                      Attn: Deroy Scott
                                                      Vice President
                                                      Telephone: (502) 581-7821
                                                      Telecopy: (502) 581-4424


						("NBD")

						NBD BANK, N.A.


                                        By:________________________________
                                                   (signature)

                                        Name:______________________________
                                                  (type or print)

                                        Title:_____________________________
                                                  (type or print)

                                        Address:        One Indiana Square
                                                    Suite 302
                                                   Indianapolis, IN  46266
                                                    Attn: Randall K. Stephens
                                                    Telephone: (317) 266-6704
                                                    Telecopy: (317) 266-6042


						("SunTrust")

						SUNTRUST BANK, NASHVILLE, N.A.


                                           By:________________________________
                                                      (signature)

                                           Name:______________________________
                                                      (type or print)

                                          Title:_____________________________
                                                       (type or print)

                                       Address:        201 Fourth Avenue North
                                                       Nashville, TN 37219
                                                       Attn: Jeffrey L. Howard
                                                       Group Vice President
                                                       Telephone: (615) 748-5579
                                                       Telecopy: (615) 259-4119

                                               (collectively, the "Banks")



						(the "Agent")

						PNC BANK, KENTUCKY, INC., in its 
capacity as Agent


                                        By:________________________________
                                                         (signature)

                                        Name:______________________________
                                                      (type or print)

                                       Title:_____________________________
                                                      (type or print)




E:\AAR\PNCAMD3.AGM

















	AMENDED AND RESTATED LOAN AGREEMENT


	Dated as of March 26, 1997


	by and among


	STEEL TECHNOLOGIES INC.


	and


	PNC BANK, KENTUCKY, INC.,
	NATIONAL CITY BANK OF KENTUCKY,
	NBD BANK, N.A., and
	SUNTRUST BANK, NASHVILLE, N.A.

	and

	PNC BANK, KENTUCKY, INC.,
	in its capacity as agent for the Banks

	TABLE OF CONTENTS

	Page


1.	Definitions and Cross Reference	  2

2.	Revolver.	 22

	2.1.		Revolving Loan Commitments; Revolving Loans;
			Line of Credit Commitment; Line of Credit
			Advances	 22
	2.2.		Interest on the Revolving Loans and the Line
			of Credit Advances	 29
	2.3.		Fees	 35
	2.4.		Prepayments and Payments; Reductions in 
			Revolving Loan and Line of Credit Commitments	 36
	2.5.		Use of Proceeds	 38
	2.6.		Special Provisions Governing LIBOR Rate Loans	 38
	2.7.		Letters of Credit	 41
	2.8.		Increased Costs; Taxes; Capital Adequacy	 48
	2.9.		Banks' Obligation to Mitigate	 53
	2.10.	Records	 53
	2.11.	Swing Line Loans	 54

3.	Effective Date; Other Stipulations.	 58

	3.1.		Conditions to Effectiveness of Loan Agreement	 58
	3.2.		Conditions to All Letters of Credit	 59
	3.3.		Conditions to All Revolving Loans and 
			Letters of Credit	 59

4.	Representations and Warranties	 60

	4.1.		Organization, Standing, etc.	 60
	4.2.		Qualification	 60
	4.3.		Use of Proceeds	 60
	4.4.		Intellectual Property	 60
	4.5.		Contracts; Labor Disputes	 61
	4.6.		Accuracy of Financial Reports	 61
	4.7.		Disclosure	 61
	4.8.		Tax Returns and Payments	 62
	4.9.		Indebtedness, etc.	 62
	4.10.	Title to Properties; Liens	 62
	4.11.	Operating Leases	 62
	4.12.	Litigation, etc.	 62
	4.13.	Authorization; Compliance with 
			Other Instruments, etc.	 63
	4.14.	Enforceability	 63
	4.15.	Governmental Consent	 63
	4.16.	Investment Company Act Status	 64
	4.17.	Regulation G, etc.	 64
	4.18.	Holding Company Act	 64
	4.19.	Employee Retirement Income Security 
			Act of 1974	 64
	4.20.	Environmental Matters	 64
	4.21.	Schedule of Guaranties	 65
	4.22.	Subsidiaries and Joint Ventures	 65
	4.23.	Events of Default	 65

5.	Affirmative Covenants	 65

	5.1.		Maintenance of Assets; Casualty Insurance	 66
	5.2.		Monetary Obligations	 66
	5.3.		Financial Statements and Other Reports	 67
	5.4.		Financial Records	 69
	5.5.		Permits, Certificates, Leases, Licenses, etc.	 69
	5.6.		Notice.	 70
	5.7.		Further Assurances	 70
	5.8.		Preservation of Existence, Leases, etc.	 70
	5.9.		Comprehensive General Liability Insurance	 70
	5.10.	Hazardous Materials	 71
	5.11.	Compliance by Consolidated Subsidiaries	 72
	5.12.	Delivery of Atlantic Guaranty	 72

6.	Negative Covenants	 72

	6.1.		Mergers	 72
	6.2.		Indebtedness	 73
	6.3.		Use of Assets	 73
	6.4.		Liens	 73
	6.5.		Investments, Loans, etc.	 75
	6.6.		Restricted Junior Payments	 77
	6.7.		Agreements and Licenses	 77
	6.8.		Consolidated Current Ratio	 77
	6.9.		Consolidated Total Debt to Consolidated 
			Total Capitalization	 77
	6.10.	Consolidated Interest Expense and 
			Consolidated Rent Expense Coverage Ratio	 77
	6.11.	Minimum Consolidated Tangible Net Worth	 77
	6.12.	Transactions with Affiliates	 78

7.	Events of Default; Acceleration	 78

8.	Remedies	 81

	8.1.		Defaults	 81
	8.2.		Offset	 81
	8.3.		Rights Cumulative	 82
	8.4.		Payment of Costs and Expenses	 82

9.	The Agent	 82

	9.1.		Appointment	 82
	9.2.		Delegation of Duties	 82
	9.3.		Nature of Duties; Independent Credit 
			Investigation	 82
	9.4.		Actions in Discretion of the Agent; 
			Instructions from the Banks	 83
	9.5.		Reimbursement and Indemnification of 
			the Agent and the Banks by the Borrower	 83
	9.6.		Exculpatory Provisions	 84
	9.7.		Reimbursement and Indemnification of the 
			Agent by the Banks	 85
	9.8.		Reliance by the Agent	 85
	9.9.		Notice of Default	 85
	9.10.	The Banks in Their Individual Capacities	 86
	9.11.	Holders of Revolving Notes	 86
	9.12.	Equalization of the Banks	 86
	9.13.	Successor Agent	 87
	9.14.	Calculations	 87
	9.15.	Beneficiaries	 87

10.	Assignments and Participations in Revolving Loans and
         Revolving Notes  88

11.	Indemnity	 90

12.	Miscellaneous	 91

	12.1.	Submission to Jurisdiction, etc.	 91
	12.2.	Role of the Banks	 92
	12.3.	Notices	 92
	12.4.	Ratable Sharing	 93
	12.5.	Waiver	 94
	12.6.	Survival of Representations and Warranties	 95
	12.7.	Invalidity	 95
	12.8.	Assignment	 95
	12.9.	Governing Law	 95
	12.10.	Section Headings	 95
	12.11.	Entire Agreement	 95
	12.12.	Costs and Expenses	 95
	12.13.	Time of the Essence	 96
	12.14.	No Oral Modifications	 96
	12.15.	Counterparts	 96
	12.16.	Delivery to the Agent Only	 96