<PAGE>
                                                                 EXHIBIT 10.6(a)

================================================================================



                                CREDIT AGREEMENT




                          DATED AS OF OCTOBER 22, 2003,




                                      AMONG




                                  PLEXUS CORP.,




                THE GUARANTORS FROM TIME TO TIME PARTIES HERETO,




                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,




                                       AND




                         HARRIS TRUST AND SAVINGS BANK,
                as Administrative Agent and as Sole Lead Arranger


================================================================================




<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                              HEADING                                                PAGE

<S>                     <C>                                                                                 <C>
SECTION 1.              THE CREDIT FACILITIES..................................................................1

    Section 1.1.        Revolving Credit Commitments...........................................................1
    Section 1.2.        Letters of Credit......................................................................1
    Section 1.3.        Applicable Interest Rates..............................................................4
    Section 1.4.        Minimum Borrowing Amounts; Maximum Eurodollar Loans....................................6
    Section 1.5.        Manner of Borrowing Loans and Designating Applicable Interest Rates....................6
    Section 1.6.        Interest Periods.......................................................................8
    Section 1.7.        Maturity of Revolving Loans and Swing Loans............................................9
    Section 1.8.        Prepayments............................................................................9
    Section 1.9.        Default Rate..........................................................................11
    Section 1.10.       The Notes.............................................................................12
    Section 1.11.       Funding Indemnity.....................................................................12
    Section 1.12.       Revolving Credit Commitment Terminations..............................................13
    Section 1.13.       Substitution of Lenders...............................................................13
    Section 1.14.       Swing Loans...........................................................................14

SECTION 2.              FEES..................................................................................15

    Section 2.1.        Fees..................................................................................15

SECTION 3.              PLACE AND APPLICATION OF PAYMENTS.....................................................16

    Section 3.1.        Place and Application of Payments.....................................................16

SECTION 4.              GUARANTIES AND COLLATERAL.............................................................18

    Section 4.1.        Guaranties............................................................................18
    Section 4.2.        Collateral............................................................................18
    Section 4.3.        Further Assurances....................................................................19

SECTION 5.              DEFINITIONS; INTERPRETATION...........................................................19

    Section 5.1.        Definitions...........................................................................19
    Section 5.2.        Interpretation........................................................................35
    Section 5.3.        Change in Accounting Principles.......................................................35

SECTION 6.              REPRESENTATIONS AND WARRANTIES........................................................35

    Section 6.1.        Organization and Qualification........................................................35
    Section 6.2.        Subsidiaries..........................................................................36
    Section 6.3.        Authority and Validity of Obligations.................................................36
    Section 6.4.        Use of Proceeds; Margin Stock.........................................................37
    Section 6.5.        Financial Reports.....................................................................37
</TABLE>


<PAGE>

<TABLE>
<S>                     <C>                                                                                 <C>
    Section 6.6.        No Material Adverse Change............................................................37
    Section 6.7.        Full Disclosure.......................................................................37
    Section 6.8.        Trademarks, Franchises, and Licenses..................................................37
    Section 6.9.        Governmental Authority and Licensing..................................................38
    Section 6.10.       Good Title............................................................................38
    Section 6.11.       Litigation and Other Controversies....................................................38
    Section 6.12.       Taxes.................................................................................38
    Section 6.13.       Approvals.............................................................................38
    Section 6.14.       Affiliate Transactions................................................................39
    Section 6.15.       Investment Company; Public Utility Holding Company....................................39
    Section 6.16.       ERISA.................................................................................39
    Section 6.17.       Compliance with Laws..................................................................39
    Section 6.18.       Other Agreements......................................................................40
    Section 6.19.       Solvency..............................................................................40
    Section 6.20.       No Default............................................................................40

SECTION 7.              CONDITIONS PRECEDENT..................................................................40

    Section 7.1.        All Credit Events.....................................................................40
    Section 7.2.        Initial Credit Event..................................................................41

SECTION 8.              COVENANTS.............................................................................43

    Section 8.1.        Maintenance of Business...............................................................43
    Section 8.2.        Maintenance of Properties.............................................................43
    Section 8.3.        Taxes and Assessments.................................................................43
    Section 8.4.        Insurance.............................................................................43
    Section 8.5.        Financial Reports.....................................................................44
    Section 8.6.        Inspection............................................................................46
    Section 8.7.        Borrowings and Guaranties.............................................................46
    Section 8.8.        Liens.................................................................................47
    Section 8.9.        Investments, Acquisitions, Loans and Advances.........................................48
    Section 8.10.       Mergers, Consolidations and Sales.....................................................49
    Section 8.11.       Maintenance of Subsidiaries...........................................................50
    Section 8.12.       Dividends and Certain Other Restricted Payments.......................................50
    Section 8.13.       ERISA.................................................................................50
    Section 8.14.       Compliance with Laws..................................................................50
    Section 8.15.       Burdensome Contracts With Affiliates..................................................51
    Section 8.16.       No Changes in Fiscal Year.............................................................51
    Section 8.17.       Formation of Subsidiaries.............................................................52
    Section 8.18.       Change in the Nature of Business......................................................52
    Section 8.19.       Use of Loan Proceeds..................................................................52
    Section 8.20.       No Restrictions.......................................................................52
    Section 8.21.       Financial Covenants...................................................................52

SECTION 9.              EVENTS OF DEFAULT AND REMEDIES........................................................53
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                     <C>                                                                                 <C>
    Section 9.1.        Events of Default.....................................................................53
    Section 9.2.        Non-Bankruptcy Defaults...............................................................55
    Section 9.3.        Bankruptcy Defaults...................................................................56
    Section 9.4.        Collateral for Undrawn Letters of Credit..............................................56
    Section 9.5.        Notice of Default.....................................................................56
    Section 9.6.        Expenses..............................................................................57

SECTION 10.             CHANGE IN CIRCUMSTANCES...............................................................57

    Section 10.1.       Change of Law.........................................................................57
    Section 10.2.       Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,
                            LIBOR.............................................................................57
    Section 10.3.       Increased Cost and Reduced Return.....................................................58
    Section 10.4.       Lending Offices.......................................................................59
    Section 10.5.       Discretion of Lender as to Manner of Funding..........................................59

SECTION 11.             THE ADMINISTRATIVE AGENT..............................................................59

    Section 11.1.       Appointment and Authorization of Administrative Agent.................................59
    Section 11.2.       Administrative Agent and its Affiliates...............................................60
    Section 11.3.       Action by Administrative Agent........................................................60
    Section 11.4.       Consultation with Experts.............................................................60
    Section 11.5.       Liability of Administrative Agent; Credit Decision....................................60
    Section 11.6.       Indemnity.............................................................................61
    Section 11.7.       Resignation of Administrative Agent and Successor Administrative Agent................61
    Section 11.8.       L/C Issuer............................................................................62
    Section 11.9.       Hedging Liability and Funds Transfer and Deposit Account Liability
                            Arrangements......................................................................62
    Section 11.10.      Designation of Additional Agents......................................................63
    Section 11.11.      Authorization to Release or Subordinate or Limit Liens................................63
    Section 11.12.      Authorization to Enter into, and Enforcement of, the Collateral
                            Documents.........................................................................63

SECTION 12.             THE GUARANTEES........................................................................63

    Section 12.1.       The Guarantees........................................................................63
    Section 12.2.       Guarantee Unconditional...............................................................64
    Section 12.3.       Discharge Only upon Payment in Full; Reinstatement in Certain
                            Circumstances.....................................................................65
    Section 12.4.       Subrogation...........................................................................65
    Section 12.5.       Waivers...............................................................................66
    Section 12.6.       Limit on Recovery.....................................................................66
    Section 12.7.       Stay of Acceleration..................................................................66
    Section 12.8.       Benefit to Guarantors.................................................................66
    Section 12.9.       Guarantor Covenants...................................................................66
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                     <C>                                                                                 <C>
SECTION 13.             MISCELLANEOUS.........................................................................66

    Section 13.1.       Withholding Taxes.....................................................................66
    Section 13.2.       No Waiver, Cumulative Remedies........................................................68
    Section 13.3.       Non-Business Days.....................................................................68
    Section 13.4.       Documentary Taxes.....................................................................68
    Section 13.5.       Survival of Representations...........................................................68
    Section 13.6.       Survival of Indemnities...............................................................68
    Section 13.7.       Sharing of Set-Off....................................................................68
    Section 13.8.       Notices...............................................................................69
    Section 13.9.       Counterparts..........................................................................69
    Section 13.10.      Successors and Assigns................................................................70
    Section 13.11.      Participants..........................................................................70
    Section 13.12.      Assignments...........................................................................70
    Section 13.13.      Amendments............................................................................71
    Section 13.14.      Headings..............................................................................72
    Section 13.15.      Costs and Expenses; Indemnification...................................................72
    Section 13.16.      Set-off...............................................................................72
    Section 13.17.      Entire Agreement......................................................................73
    Section 13.18.      Governing Law.........................................................................73
    Section 13.19.      Severability of Provisions............................................................73
    Section 13.20.      Excess Interest.......................................................................73
    Section 13.21.      Construction..........................................................................74
    Section 13.22.      Lender's Obligations Several..........................................................74
    Section 13.23.      Submission to Jurisdiction; Waiver of Jury Trial......................................74
    Section 13.24.      Confidentiality.......................................................................74

Signature Page...............................................................................................S-1

EXHIBIT A         --       Notice of Payment Request
EXHIBIT B         --       Notice of Borrowing
EXHIBIT C         --       Notice of Continuation/Conversion
EXHIBIT D-1       --       Revolving Note
EXHIBIT D-2       --       Swing Note
EXHIBIT E         --       Borrowing Base Certificate
EXHIBIT F         --       Compliance Certificate
EXHIBIT G         --       Additional Guarantor Supplement
EXHIBIT H         --       Assignment and Acceptance
SCHEDULE 1        --       Revolving Credit Commitments
SCHEDULE 6.2      --       Subsidiaries
SCHEDULE 6.8      --       Trademarks, Franchises and Licenses
SCHEDULE 8.7      --       Existing Guarantees
</TABLE>


                                      -iv-

<PAGE>


                                CREDIT AGREEMENT

         This Credit Agreement is entered into as of October 22, 2003, by and
among PLEXUS CORP., a Wisconsin corporation (the "Borrower"), the direct and
indirect Domestic Subsidiaries of the Borrower from time to time party to this
Agreement, as Guarantors, the several financial institutions from time to time
party to this Agreement, as Lenders, and Harris Trust and Savings Bank, as
Administrative Agent as provided herein. All capitalized terms used herein
without definition shall have the same meanings herein as such terms are defined
in Section 5.1 hereof.


                              PRELIMINARY STATEMENT

         The Borrower has requested, and the Lenders have agreed to extend,
certain credit facilities on the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.           THE CREDIT FACILITIES.

         Section 1.1. Revolving Credit Commitments. Subject to the terms and
conditions hereof, each Lender, by its acceptance hereof, severally agrees to
make a loan or loans (individually a "Revolving Loan" and collectively the
"Revolving Loans") in U.S. Dollars to the Borrower from time to time on a
revolving basis up to the amount of such Lender's Revolving Credit Commitment,
subject to any reductions thereof pursuant to the terms hereof, before the
Revolving Credit Termination Date. The sum of the aggregate principal amount of
Revolving Loans, Swing Loans, and L/C Obligations at any time outstanding shall
not exceed the Revolving Credit Commitments in effect at such time; provided,
however, that at all times after the occurrence of the Borrowing Base Condition,
the sum of the aggregate principal amount of Revolving Loans, Swing Loans, and
L/C Obligations at any time outstanding shall not exceed the lesser of (i) the
Revolving Credit Commitments in effect at such time and (ii) the Borrowing Base
as then determined and computed. Each Borrowing of Revolving Loans shall be made
ratably by the Lenders in proportion to their respective Revolver Percentages.
As provided in Section 1.5(a) hereof, the Borrower may elect that each Borrowing
of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving
Loans may be repaid and the principal amount thereof reborrowed before the
Revolving Credit Termination Date, subject to the terms and conditions hereof.
The Administrative Agent will, within 30 days of determining or being notified
that the Borrowing Base Condition has occurred, conduct or cause to be conducted
a field audit of the Collateral, at the expense of the Borrower as set forth in
Section 2.1(d) hereof, for the purpose of verifying the amount of the initial
Borrowing Base.

         Section 1.2. Letters of Credit. (a) General Terms. Subject to the terms
and conditions hereof, as part of the Revolving Credit, the L/C
Issuer shall issue standby and commercial letters of credit (each a "Letter of
Credit") for the account of Borrower in an aggregate undrawn face amount up to
the L/C Sublimit. Each Letter of Credit shall be issued by the L/C Issuer, but
each


<PAGE>



Lender shall be obligated to reimburse the L/C Issuer for such Lender's
Revolver Percentage of the amount of each drawing thereunder and, accordingly,
each Letter of Credit shall constitute usage of the Revolving Credit Commitment
of each Lender pro rata in an amount equal to its Revolver Percentage of the L/C
Obligations then outstanding.

         (b) Applications. At any time before the Revolving Credit Termination
Date, the L/C Issuer shall, at the request of the Borrower, issue one or more
Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer,
with expiration dates no later than the earlier of twelve (12) months from the
date of issuance (or which are cancelable not later than twelve (12) months from
the date of issuance and each renewal) or thirty (30) days prior to the
Revolving Credit Termination Date, in an aggregate face amount as set forth
above, upon the receipt of an application duly executed by the Borrower for the
relevant Letter of Credit in the form then customarily prescribed by the L/C
Issuer for the Letter of Credit requested (each an "Application").
Notwithstanding anything contained in any Application to the contrary: (i) the
Borrower shall pay fees in connection with each Letter of Credit as set forth in
Section 2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof,
before the occurrence of an Event of Default, the L/C Issuer will not call for
the funding by the Borrower of any amount under a Letter of Credit before being
presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely
reimbursed for the amount of any drawing under a Letter of Credit on the date
such drawing is paid, the Borrower's obligation to reimburse the L/C Issuer for
the amount of such drawing shall bear interest (which the Borrower hereby
promises to pay) from and after the date such drawing is paid at a rate per
annum equal to the sum of the Applicable Margin plus the Base Rate from time to
time in effect (computed on the basis of a year of 365 or 366 days, as the case
may be, and the actual number of days elapsed). If the L/C Issuer issues any
Letter of Credit with an expiration date that is automatically extended unless
the L/C Issuer gives notice that the expiration date will not so extend beyond
its then scheduled expiration date, unless the Required Lenders instruct the L/C
Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the
time necessary to prevent such automatic extension if before such required
notice date: (i) the expiration date of such Letter of Credit if so extended
would be after the Revolving Credit Termination Date, (ii) the Revolving Credit
Commitments have been terminated, or (iii) a Default or an Event of Default
exists and the Administrative Agent, at the request or with the consent of the
Required Lenders, has given the L/C Issuer instructions not to so permit the
extension of the expiration date of such Letter of Credit. The L/C Issuer agrees
to issue amendments to the Letter(s) of Credit increasing the amount, or
extending the expiration date, thereof at the request of the Borrower subject to
the conditions of Section 7 hereof and the other terms of this Section 1.2.

         (c) The Reimbursement Obligations. Subject to Section 1.2(b) hereof,
the obligation of the Borrower to reimburse the L/C Issuer for all drawings
under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the
Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 12:00 Noon (Chicago time) on the date when each drawing is
to be paid if the Borrower has been informed of such drawing by the L/C Issuer
on or before 11:30 a.m. (Chicago time) on the date when such drawing is to be
paid or, if notice of such drawing is given to the Borrower after 11:30 a.m.
(Chicago time) on the date when such drawing is to be paid, by the end of such
day, in immediately available funds at the Administrative Agent's principal
office in Chicago, Illinois or such other office as the


                                      -2-
<PAGE>

Administrative Agent may designate in writing to the Borrower (who shall
thereafter cause to be distributed to the L/C Issuer such amount(s) in like
funds). If the Borrower does not make any such reimbursement payment on the date
due and the Participating Lenders fund their participations therein in the
manner set forth in Section 1.2(d) below, then all payments thereafter received
by the Administrative Agent in discharge of any of the relevant Reimbursement
Obligations shall be distributed in accordance with Section 1.2(d) below.

         (d) The Participating Interests. Each Lender (other than the Lender
acting as L/C Issuer in issuing the relevant Letter of Credit), by its
acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C
Issuer hereby agrees to sell to each such Lender (a "Participating Lender"), an
undivided percentage participating interest (a "Participating Interest"), to the
extent of its Revolver Percentage, in each Letter of Credit issued by, and each
Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the
Borrower to pay any Reimbursement Obligation at the time required on the date
the related drawing is to be paid, as set forth in Section 1.2(c) above, or if
the L/C Issuer is required at any time to return to the Borrower or to a
trustee, receiver, liquidator, custodian or other Person any portion of any
payment of any Reimbursement Obligation, each Participating Lender shall, not
later than the Business Day it receives a certificate in the form of Exhibit A
hereto from the L/C Issuer (with a copy to the Administrative Agent) to such
effect, if such certificate is received before 1:00 p.m. (Chicago time), or not
later than 1:00 p.m. (Chicago time) the following Business Day, if such
certificate is received after such time, pay to the Administrative Agent for the
account of the L/C Issuer an amount equal to such Participating Lender's
Revolver Percentage of such unpaid or recaptured Reimbursement Obligation
together with interest on such amount accrued from the date the related payment
was made by the L/C Issuer to the date of such payment by such Participating
Lender at a rate per annum equal to: (i) from the date the related payment was
made by the L/C Issuer to the date two (2) Business Days after payment by such
Participating Lender is due hereunder, the Federal Funds Rate for each such day
and (ii) from the date two (2) Business Days after the date such payment is due
from such Participating Lender to the date such payment is made by such
Participating Lender, the Base Rate in effect for each such day. Each such
Participating Lender shall thereafter be entitled to receive its Revolver
Percentage of each payment received in respect of the relevant Reimbursement
Obligation and of interest paid thereon, with the L/C Issuer retaining its
Revolver Percentage thereof as a Lender hereunder. The several obligations of
the Participating Lenders to the L/C Issuer under this Section 1.2 shall be
absolute, irrevocable, and unconditional under any and all circumstances
whatsoever and shall not be subject to any set-off, counterclaim or defense to
payment which any Participating Lender may have or have had against the
Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other
Person whatsoever. Without limiting the generality of the foregoing, such
obligations shall not be affected by any Default or Event of Default or by any
reduction or termination of any Revolving Credit Commitment of any Lender, and
each payment by a Participating Lender under this Section 1.2 shall be made
without any offset, abatement, withholding or reduction whatsoever.

         (e) Indemnification. The Participating Lenders shall, to the extent of
their respective Revolver Percentages, indemnify the L/C Issuer (to the extent
not reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from the L/C Issuer's gross negligence or willful

                                       -3-
<PAGE>


misconduct) that the L/C Issuer may suffer or incur in connection with any
Letter of Credit issued by it. The obligations of the Participating Lenders
under this Section 1.2(e) and all other parts of this Section 1.2 shall survive
termination of this Agreement and of all Applications, Letters of Credit, and
all drafts and other documents presented in connection with drawings thereunder.

         (f) Manner of Requesting a Letter of Credit. The Borrower shall provide
at least five (5) Business Days' advance written notice to the Administrative
Agent of each request for the issuance of a Letter of Credit, such notice in
each case to be accompanied by an Application for such Letter of Credit properly
completed and executed by the Borrower and, in the case of an extension or an
increase in the amount of a Letter of Credit, a written request therefor, in a
form acceptable to the Administrative Agent and the L/C Issuer, in each case,
together with the fees called for by this Agreement. The Administrative Agent
shall promptly notify the L/C Issuer of the Administrative Agent's receipt of
each such notice and the L/C Issuer shall promptly notify the Administrative
Agent and the Lenders of the issuance of the Letter of Credit so requested.

         Section 1.3. Applicable Interest Rates. (a) Base Rate Loans. Each Base
Rate Loan made or maintained by a Lender shall bear interest during each
Interest Period it is outstanding (computed on the basis of a year of 365 or 366
days, as the case may be, and the actual days elapsed) on the unpaid principal
amount thereof from the date such Loan is advanced or continued, or created by
conversion from a Eurodollar Loan, until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable Margin plus
the Base Rate from time to time in effect, payable on the last day of its
Interest Period and at maturity (whether by acceleration or otherwise).

         "Base Rate" means for any day the greater of: (i) the rate of interest
announced or otherwise established by the Administrative Agent from time to time
as its prime commercial rate as in effect on such day, with any change in the
Base Rate resulting from a change in said prime commercial rate to be effective
as of the date of the relevant change in said prime commercial rate (it being
acknowledged and agreed that such rate may not be the Administrative Agent's
best or lowest rate) and (ii) the sum of (x) the rate determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the rates per annum quoted to the Administrative
Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is
practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at
face value of Federal funds in the secondary market in an amount equal or
comparable to the principal amount owed to the Administrative Agent for which
such rate is being determined, plus (y) 1/2 of 1%.

         (b) Eurodollar Loans. Each Eurodollar Loan made or maintained by a
Lender shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of 360 days and actual days elapsed) on the
unpaid principal amount thereof from the date such Loan is advanced or
continued, or created by conversion from a Base Rate Loan, until maturity
(whether by acceleration or otherwise) at a rate per annum equal to the sum of
the Applicable Margin plus the Adjusted LIBOR applicable for such Interest
Period, payable on the last day of the Interest Period and at maturity (whether
by acceleration or otherwise), and, if the applicable Interest


                                      -4-
<PAGE>

Period is longer than three months, on each day occurring every three months
after the commencement of such Interest Period.

         "Adjusted LIBOR" means, for any Borrowing of Eurodollar Loans, a rate
per annum determined in accordance with the following formula:

             Adjusted LIBOR     =                    LIBOR
                                       ----------------------------------
                                       1 - Eurodollar Reserve Percentage

         "Eurodollar Reserve Percentage" means, for any Borrowing of Eurodollar
Loans, the daily average for the applicable Interest Period of the maximum rate,
expressed as a decimal, at which reserves (including, without limitation, any
supplemental, marginal, and emergency reserves) are imposed during such Interest
Period by the Board of Governors of the Federal Reserve System (or any
successor) on "eurocurrency liabilities", as defined in such Board's Regulation
D (or in respect of any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any
category of extensions of credit or other assets that include loans by
non-United States offices of any Lender to United States residents), subject to
any amendments of such reserve requirement by such Board or its successor,
taking into account any transitional adjustments thereto. For purposes of this
definition, the Eurodollar Loans shall be deemed to be "eurocurrency
liabilities" as defined in Regulation D without benefit or credit for any
prorations, exemptions or offsets under Regulation D.

         "LIBOR" means, for an Interest Period for a Borrowing of Eurodollar
Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic
average of the rates of interest per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately
available funds are offered to the Administrative Agent at 11:00 a.m. (London,
England time) two (2) Business Days before the beginning of such Interest Period
by three (3) or more major banks in the interbank eurodollar market selected by
the Administrative Agent for delivery on the first day of and for a period equal
to such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made by the Administrative Agent
as part of such Borrowing.

         "LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for deposits in U.S. Dollars for a period equal to such
Interest Period, which appears on the Telerate Page 3750 as of 11:00 a.m.
(London, England time) on the day two (2) Business Days before the commencement
of such Interest Period.

         "Telerate Page 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for U.S. Dollar deposits).


                                      -5-
<PAGE>


         (c) Rate Determinations. The Administrative Agent shall determine each
interest rate applicable to the Loans and the Reimbursement Obligations
hereunder, and its determination thereof shall be conclusive and binding except
in the case of manifest error.

         Section 1.4. Minimum Borrowing Amounts; Maximum Eurodollar Loans. Each
Borrowing of Base Rate Loans advanced hereunder shall be in an amount not less
than $500,000 or such greater amount which is an integral multiple of $100,000.
Each Borrowing of Eurodollar Loans advanced, continued or converted hereunder
shall be in an amount equal to $1,000,000 or such greater amount which is an
integral multiple of $100,000. Without the Administrative Agent's consent, there
shall not be more than five (5) Borrowings of Eurodollar Loans outstanding
hereunder at any one time.

         Section 1.5. Manner of Borrowing Loans and Designating Applicable
Interest Rates. (a) Notice to the Administrative Agent. The Borrower shall give
notice to the Administrative Agent by no later than 10:00 a.m. (Chicago time):
(i) at least three (3) Business Days before the date on which the Borrower
requests the Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the
date the Borrower requests the Lenders to advance a Borrowing of Base Rate
Loans. The Loans included in each Borrowing shall bear interest initially at the
type of rate specified in such notice of a new Borrowing. Thereafter, subject to
the terms and conditions hereof, the Borrower may from time to time elect to
change or continue the type of interest rate borne by each Borrowing or, subject
to Section 1.4's minimum amount requirement for each outstanding Borrowing, a
portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on
the last day of the Interest Period applicable thereto, the Borrower may
continue part or all of such Borrowing as Eurodollar Loans or convert part or
all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base
Rate Loans, on any Business Day, the Borrower may convert all or part of such
Borrowing into Eurodollar Loans for an Interest Period or Interest Periods
specified by the Borrower. The Borrower shall give all such notices requesting
the advance, continuation or conversion of a Borrowing to the Administrative
Agent by telephone or telecopy (which notice shall be irrevocable once given
and, if by telephone, shall be promptly confirmed in writing), substantially in
the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice
of Continuation/Conversion), as applicable, or in such other form acceptable to
the Administrative Agent. Notice of the continuation of a Borrowing of
Eurodollar Loans for an additional Interest Period or of the conversion of part
or all of a Borrowing of Base Rate Loans into Eurodollar Loans must be given by
no later than 10:00 a.m. (Chicago time) at least three (3) Business Days before
the date of the requested continuation or conversion. All such notices
concerning the advance, continuation or conversion of a Borrowing shall specify
the date of the requested advance, continuation or conversion of a Borrowing
(which shall be a Business Day), the amount of the requested Borrowing to be
advanced, continued or converted, the type of Loans to comprise such new,
continued or converted Borrowing and, if such Borrowing is to be comprised of
Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees
that the Administrative Agent may rely on any such telephonic or telecopy notice
given by any person the Administrative Agent in good faith believes is an
Authorized Representative without the necessity of independent investigation,
and in the event any such notice by telephone conflicts with any written
confirmation such telephonic notice shall govern if the Administrative Agent has
acted in reliance thereon.

                                      -6-
<PAGE>


         (b) Notice to the Lenders. The Administrative Agent shall give prompt
telephonic or telecopy notice to each Lender of any notice from the Borrower
received pursuant to Section 1.5(a) above and, if such notice requests the
Lenders to make Eurodollar Loans, the Administrative Agent shall give notice to
the Borrower and each Lender by like means of the interest rate applicable
thereto promptly after the Administrative Agent has made such determination.

         (c) Borrower's Failure to Notify; Automatic Continuations and
Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be
continued for an additional Interest Period on the last day of its then current
Interest Period unless the Borrower has notified the Administrative Agent within
the period required by Section 1.5(a) that the Borrower intends to convert such
Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans
or such Borrowing is prepaid in accordance with Section 1.8(a). If the Borrower
fails to give notice pursuant to Section 1.5(a) above of the continuation or
conversion of any outstanding principal amount of a Borrowing of Eurodollar
Loans before the last day of its then current Interest Period within the period
required by Section 1.5(a) or, whether or not such notice has been given, one or
more of the conditions set forth in Section 7.1 for the continuation or
conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such
Borrowing is not prepaid in accordance with Section 1.8(a), such Borrowing shall
automatically be converted into a Borrowing of Base Rate Loans. In the event the
Borrower fails to give notice pursuant to Section 1.5(a) above of a Borrowing
equal to the amount of a Reimbursement Obligation and has not notified the
Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement
Obligation becomes due that it intends to repay such Reimbursement Obligation
through funds not borrowed under this Agreement, the Borrower shall be deemed to
have requested a Borrowing of Base Rate Loans under the Revolving Credit (or, at
the option of the Administrative Agent, under the Swing Line) on such day in the
amount of the Reimbursement Obligation then due, which Borrowing shall be
applied to pay the Reimbursement Obligation then due.

         (d) Disbursement of Loans. Not later than 1:00 p.m. (Chicago time) on
the date of any requested advance of a new Borrowing, subject to Section 7
hereof, each Lender shall make available its Loan comprising part of such
Borrowing in funds immediately available at the principal office of the
Administrative Agent in Chicago, Illinois. The Administrative Agent shall make
the proceeds of each new Borrowing available to the Borrower at the
Administrative Agent's principal office in Chicago, Illinois, by depositing such
proceeds to the credit of the Borrower's operating account maintained with the
Administrative Agent or as the Borrower and the Administrative Agent may
otherwise agree.

         (e) Administrative Agent Reliance on Lender Funding. Unless the
Administrative Agent shall have been notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date
on which such Lender is scheduled to make payment to the Administrative Agent of
the proceeds of a Loan (which notice shall be effective upon receipt) that such
Lender does not intend to make such payment, the Administrative Agent may assume
that such Lender has made such payment when due and the Administrative Agent may
in reliance upon such assumption (but shall not be required to) make available
to the Borrower the proceeds of the Loan to be made by such Lender and, if any
Lender has not in fact


                                      -7-

<PAGE>

made such payment to the Administrative Agent, such Lender shall, on demand, pay
to the Administrative Agent the amount made available to the Borrower
attributable to such Lender together with interest thereon in respect of each
day during the period commencing on the date such amount was made available to
the Borrower and ending on (but excluding) the date such Lender pays such amount
to the Administrative Agent at a rate per annum equal to: (i) from the date the
related advance was made by the Administrative Agent to the date two (2)
Business Days after payment by such Lender is due hereunder, the Federal Funds
Rate for each such day and (ii) from the date two (2) Business Days after the
date such payment is due from such Lender to the date such payment is made by
such Lender, the Base Rate in effect for each such day. If such amount is not
received from such Lender by the Administrative Agent immediately upon demand,
the Borrower will, on demand, repay to the Administrative Agent the proceeds of
the Loan attributable to such Lender with interest thereon at a rate per annum
equal to the interest rate applicable to the relevant Loan, but without such
payment being considered a payment or prepayment of a Loan under Section 1.11
hereof so that the Borrower will have no liability under such Section with
respect to such payment.

         Section 1.6. Interest Periods. As provided in Section 1.5(a) and 1.14
hereof, at the time of each request to advance, continue or create by conversion
a Borrowing of Eurodollar Loans or Swing Loans, the Borrower shall select an
Interest Period applicable to such Loans from among the available options. The
term "Interest Period" means the period commencing on the date a Borrowing of
Loans is advanced, continued or created by conversion and ending: (a) in the
case of Base Rate Loans, on the last day of the calendar quarter (i.e., the last
day of March, June, September or December, as applicable) in which such
Borrowing is advanced, continued or created by conversion (or on the last day of
the following calendar quarter if such Loan is advanced, continued or created by
conversion on the last day of a calendar quarter), (b) in the case of a
Eurodollar Loan, 1, 2, 3 or 6 months thereafter, and (c) in the case of a Swing
Loan, on the date 1 to 5 days thereafter as mutually agreed to by the Borrower
and the Administrative Agent; provided, however, that:

                   (i) any Interest Period for a Borrowing of Revolving Loans or
         Swing Loans consisting of Base Rate Loans that otherwise would end
         after the Revolving Credit Termination Date shall end on the Revolving
         Credit Termination Date;

                  (ii) no Interest Period with respect to any portion of the
         Revolving Loans or Swing Loans shall extend beyond the Revolving Credit
         Termination Date;

                 (iii) whenever the last day of any Interest Period would
         otherwise be a day that is not a Business Day, the last day of such
         Interest Period shall be extended to the next succeeding Business Day,
         provided that, if such extension would cause the last day of an
         Interest Period for a Borrowing of Eurodollar Loans to occur in
         the following calendar month, the last day of such Interest Period
         shall be the immediately preceding Business Day; and

                  (iv) for purposes of determining an Interest Period for a
         Borrowing of Eurodollar Loans, a month means a period starting on one
         day in a calendar month and ending on the numerically corresponding day
         in the next calendar month;


                                      -8-

<PAGE>

         provided, however, that if there is no numerically corresponding day in
         the month in which such an Interest Period is to end or if such an
         Interest Period begins on the last Business Day of a calendar month,
         then such Interest Period shall end on the last Business Day of the
         calendar month in which such Interest Period is to end.

         Section 1.7. Maturity of Revolving Loans and Swing Loans. Each
Revolving Loan and Swing Loan, both for principal and interest not sooner paid,
shall mature and become due and payable by the Borrower on the Revolving Credit
Termination Date.

         Section 1.8. Prepayments. (a) Optional. The Borrower may prepay in
whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate
Loans, in an amount not less than $500,000, (ii) if such Borrowing is of
Eurodollar Loans, in an amount not less than $1,000,000, and (iii) in each case,
in an amount such that the minimum amount required for a Borrowing pursuant to
Section 1.4 and 1.14 hereof remains outstanding) any Borrowing of Eurodollar
Loans at any time upon three (3) Business Days prior notice by the Borrower to
the Administrative Agent or, in the case of a Borrowing of Base Rate Loans,
notice delivered by the Borrower to the Administrative Agent no later than 10:00
a.m. (Chicago time) on the date of prepayment (or, in any case, such shorter
period of time then agreed to by the Administrative Agent), such prepayment to
be made by the payment of the principal amount to be prepaid and, in the case of
any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to
the date fixed for prepayment plus any amounts due the Lenders under Section
1.11 hereof.

         (b) Mandatory. (i) If the Borrower or any Subsidiary shall at any time
or from time to time make or agree to make a Disposition or shall suffer an
Event of Loss with respect to any Property, then the Borrower shall promptly
notify the Administrative Agent of such proposed Disposition or Event of Loss
(including the amount of the estimated Net Cash Proceeds to be received by the
Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by
the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or
Event of Loss, the Borrower shall prepay the Revolving Loans in an aggregate
amount equal to 100% of the amount of all such Net Cash Proceeds; provided that
(x) so long as no Default or Event of Default then exists, this subsection shall
not require any such prepayment with respect to Net Cash Proceeds received on
account of an Event of Loss so long as such Net Cash Proceeds are applied to
replace or restore the relevant Property in accordance with the relevant
Collateral Documents, (y) this subsection shall not require any such prepayment
with respect to Net Cash Proceeds received on account of any Disposition of or
Event of Loss with respect to assets with a value not exceeding 10% of the
aggregate book value of the total consolidated assets of the Borrower and its
Subsidiaries immediately prior to such Disposition or Event of Loss so long as
no Default or Event of Default then exists, and (z) in the case of any
Disposition not covered by clause (y) above, so long as no Default or Event of
Default then exists, if the Borrower states in its notice of such event that the
Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the
applicable Disposition, the Net Cash Proceeds thereof in assets similar to the
assets which were subject to such Disposition, then the Borrower shall not be
required to make a mandatory prepayment under this subsection in respect of such
Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested
in such similar assets with such 90-day period. Promptly after the end of such
90-day period, the Borrower shall notify the Administrative Agent whether the
Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such
similar


                                      -9-

<PAGE>

assets, and, to the extent such Net Cash Proceeds have not been so reinvested,
the Borrower shall promptly prepay the Revolving Loans in the amount of such Net
Cash Proceeds not so reinvested. The amount of each such prepayment shall be
applied on a ratable basis among the outstanding Revolving Loans of the several
Lenders based on the principal amounts thereof. If the Administrative Agent or
the Required Lenders so request, all proceeds of such Disposition or Event of
Loss shall be deposited with the Administrative Agent (or its agent) and held by
it in the Collateral Account. So long as no Default or Event of Default exists,
the Administrative Agent is authorized to disburse amounts representing such
proceeds from the Collateral Account to or at the Borrower's direction for
application to or reimbursement for the costs of replacing, rebuilding or
restoring such Property.

         (ii) If after the Closing Date the Borrower or any Subsidiary shall
issue new equity securities (whether common or preferred stock or otherwise),
other than (1) equity securities issued in connection with the exercise of
employee stock options or pursuant to the Borrower's employee stock purchase or
401(k) plans, (2) capital stock issued to the seller of an Acquired Business in
connection with an Acquisition permitted hereby and (3) other issuances of
equity securities the Net Cash Proceeds of which do not exceed $5,000,000 in the
aggregate during the term of this Agreement, the Borrower shall promptly notify
the Administrative Agent of the estimated Net Cash Proceeds of such issuance to
be received by or for the account of the Borrower or such Subsidiary in respect
thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash
Proceeds of such issuance, the Borrower shall prepay the Revolving Loans in an
aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The
amount of each such prepayment shall be applied on a ratable basis among the
outstanding Revolving Loans of the several Lenders based on the principal
amounts thereof. The Borrower acknowledges that its performance hereunder shall
not limit the rights and remedies of the Lenders for any breach of Section 8.11
(Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or
any other terms of the Loan Documents.

         (iii) If after the Closing Date the Borrower or any Subsidiary shall
issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed
Money permitted by Section 8.7(a)-(h) hereof, the Borrower shall promptly notify
the Administrative Agent of the estimated Net Cash Proceeds of such issuance to
be received by or for the account of the Borrower or such Subsidiary in respect
thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash
Proceeds of such issuance, the Borrower shall prepay the Revolving Loans in an
aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The
amount of each such prepayment shall be applied on a ratable basis among the
outstanding Revolving Loans of the several Lenders based on the principal
amounts thereof. The Borrower acknowledges that its performance hereunder shall
not limit the rights and remedies of the Lenders for any breach of Section 8.7
hereof or any other terms of the Loan Documents.

         (iv) The Borrower shall, on each date the Revolving Credit Commitments
are reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing
Loans, and, if necessary, prefund the L/C Obligations by the amount, if any,
necessary to reduce the sum of the aggregate principal amount of Revolving
Loans, Swing Loans, and L/C Obligations then outstanding to the amount to which
the Revolving Credit Commitments have been so reduced.


                                      -10-
<PAGE>

         (v) If at any time after the occurrence of the Borrowing Base Condition
the sum of the unpaid principal balance of the Revolving Loans, Swing Loans, and
the L/C Obligations then outstanding shall be in excess of the Borrowing Base as
then determined and computed, the Borrower shall immediately and without notice
or demand pay over the amount of the excess to the Administrative Agent for the
account of the Lenders as and for a mandatory prepayment on such Obligations,
with each such prepayment first to be applied to the Revolving Loans and Swing
Loans until payment in full thereof with any remaining balance to be held by the
Administrative Agent in the Collateral Account as security for the Obligations
owing with respect to the Letters of Credit.

         (vi) Unless the Borrower otherwise directs, prepayments of Loans under
this Section 1.8(b) shall be applied first to Borrowings of Base Rate Loans
until payment in full thereof with any balance applied to Borrowings of
Eurodollar Loans in the order in which their Interest Periods expire. Each
prepayment of Loans under this Section 1.8(b) shall be made by the payment of
the principal amount to be prepaid and, in the case of Eurodollar Loans or Swing
Loans, accrued interest thereon to the date of prepayment together with any
amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C
Obligations shall be made in accordance with Section 9.4 hereof.

         (c) Any amount of Revolving Loans and Swing Loans paid or prepaid
before the Revolving Credit Termination Date may, subject to the terms and
conditions of this Agreement, be borrowed, repaid and borrowed again.

         Section 1.9. Default Rate. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists or after acceleration, the
Borrower shall pay interest (after as well as before entry of judgment thereon
to the extent permitted by law) on the principal amount of all Loans and
Reimbursement Obligations, and letter of credit fees at a rate per annum equal
to:

                  (a) for any Base Rate Loan or any Swing Loan bearing interest
         based on the Base Rate, the sum of 2.0% plus the Applicable Margin plus
         the Base Rate from time to time in effect;

                  (b) for any Eurodollar Loan or any Swing Loan bearing interest
         at the Administrative Agent's Quoted Rate, the sum of 2.0% plus the
         rate of interest in effect thereon at the time of such default until
         the end of the Interest Period applicable thereto and, thereafter, at a
         rate per annum equal to the sum of 2.0% plus the Applicable Margin for
         Base Rate Loans plus the Base Rate from time to time in effect;

                  (c) for any Reimbursement Obligation, the sum of 2.0% plus the
         amounts due under Section 1.2 with respect to such Reimbursement
         Obligation; and

                  (d) for any Letter of Credit, the sum of 2.0% plus the letter
         of credit fee due under Section 2.1 with respect to such Letter of
         Credit;


                                      -11-
<PAGE>

provided, however, that in the absence of acceleration, any adjustments pursuant
to this Section shall be made at the election of the Administrative Agent,
acting at the request or with the consent of the Required Lenders, with written
notice to the Borrower. While any Event of Default exists or after acceleration,
interest shall be paid on demand of the Administrative Agent at the request or
with the consent of the Required Lenders.

         Section 1.10. The Notes. (a) The Revolving Loans made to the Borrower
by a Lender shall be evidenced by a single promissory note of the Borrower
issued to such Lender in the form of Exhibit D-1 hereto. Each such promissory
note is hereinafter referred to as a "Revolving Note" and collectively such
promissory notes are referred to as the "Revolving Notes."

         (b) The Swing Loans made to the Borrower by the Administrative Agent
shall be evidenced by a single promissory note of the Borrower issued to the
Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is
hereinafter referred to as the "Swing Note."

         (c) Each Lender shall record on its books and records or on a schedule
to its appropriate Note the amount of each Loan advanced, continued or converted
by it, all payments of principal and interest and the principal balance from
time to time outstanding thereon, the type of such Loan, and, for any Eurodollar
Loan or Swing Loan, the Interest Period and the interest rate applicable
thereto. The record thereof, whether shown on such books and records of a Lender
or on a schedule to the relevant Note, shall be prima facie evidence as to all
such matters; provided, however, that the failure of any Lender to record any of
the foregoing or any error in any such record shall not limit or otherwise
affect the obligation of the Borrower to repay all Loans made to it hereunder
together with accrued interest thereon. At the request of any Lender and upon
such Lender tendering to the Borrower the appropriate Note to be replaced, the
Borrower shall furnish a new Note to such Lender to replace any outstanding
Note.

         Section 1.11. Funding Indemnity. If any Lender shall incur any loss,
cost or expense (including, without limitation, any loss of profit, and any
loss, cost or expense incurred by reason of the liquidation or re-employment of
deposits or other funds acquired by such Lender to fund or maintain any
Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits
or amounts paid or prepaid to such Lender) as a result of:

                  (a) any payment, prepayment or conversion of a Eurodollar Loan
         or Swing Loan on a date other than the last day of its Interest Period,

                  (b) any failure (because of a failure to meet the conditions
         of Section 7 or otherwise) by the Borrower to borrow or continue a
         Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a
         Eurodollar Loan or Swing Loan, on the date specified in a notice given
         pursuant to Section 1.5(a) or 1.14 hereof,

                  (c) any failure by the Borrower to make any payment of
         principal on any Eurodollar Loan or Swing Loan when due (whether by
         acceleration or otherwise), or

                  (d) any acceleration of the maturity of a Eurodollar Loan or
         Swing Loan as a result of the occurrence of any Event of Default
         hereunder,



                                      -12-
<PAGE>

then, upon the demand of such Lender, the Borrower shall pay to such Lender such
amount as will reimburse such Lender for such loss, cost or expense. If any
Lender makes such a claim for compensation, it shall provide to the Borrower,
with a copy to the Administrative Agent, a certificate setting forth the amount
of such loss, cost or expense in reasonable detail (including an explanation of
the basis for and the computation of such loss, cost or expense) and the amounts
shown on such certificate shall be conclusive if reasonably determined.

         Section 1.12. Revolving Credit Commitment Terminations. (a) Optional
Revolving Credit Terminations. The Borrower shall have the right at any time and
from time to time, upon five (5) Business Days prior written notice to the
Administrative Agent (or such shorter period of time agreed to by the
Administrative Agent), to terminate the Revolving Credit Commitments without
premium or penalty and in whole or in part, any partial termination to be (i) in
an amount not less than $5,000,000 or, if greater, a whole multiple thereof, and
(ii) allocated ratably among the Lenders in proportion to their respective
Revolver Percentages, provided that the Revolving Credit Commitments may not be
reduced to an amount less than the sum of the aggregate principal amount of
Revolving Loans, Swing Loans, and L/C Obligations then outstanding. Any
termination of the Revolving Credit Commitments below the L/C Sublimit or Swing
Line Sublimit then in effect shall reduce the L/C Sublimit and Swing Line
Sublimit, as applicable, by a like amount. The Administrative Agent shall give
prompt notice to each Lender of any such termination of the Revolving Credit
Commitments.

         (b) Mandatory Revolving Credit Termination. The Revolving Credit
Commitments shall ratably terminate by the amount of any mandatory prepayments
made by the Borrower pursuant to Section 1.8(b)(i), (ii) or (iii).

         (c) Any termination of the Revolving Credit Commitments pursuant to
this Section 1.12 may not be reinstated.

         Section 1.13. Substitution of Lenders. In the event (a) the Borrower
receives a claim from any Lender for compensation under Section 10.3 or 13.1
hereof, (b) the Borrower receives notice from any Lender of any illegality
pursuant to Section 10.1 hereof, (c) any Lender is in default in any material
respect with respect to its obligations under the Loan Documents, or (d) a
Lender fails to consent to an amendment or waiver requested under Section 13.13
hereof at a time when the Required Lenders have approved such amendment or
waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being
hereinafter referred to as an "Affected Lender"), the Borrower may, in addition
to any other rights the Borrower may have hereunder or under applicable law,
require, at its expense, any such Affected Lender to assign, at par plus accrued
interest and fees, without recourse, all of its interest, rights, and
obligations hereunder (including all of its Revolving Credit Commitments and the
Loans and participation interests in Letters of Credit and other amounts at any
time owing to it hereunder and the other Loan Documents) to a commercial bank or
other financial institution specified by the Borrower, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or
order of any court or other governmental authority, (ii) the Borrower shall have
received the written consent of the Administrative Agent, which consent shall
not be unreasonably withheld, to such assignment, (iii) the Borrower shall have
paid to the Affected Lender all monies (together with amounts due such Affected
Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather

                                      -13-
<PAGE>

than assigned) other than such principal owing to it hereunder, and (iv) the
assignment is entered into in accordance with the other requirements of Section
13.12 hereof (provided any assignment fees and reimbursable expenses due
thereunder shall be paid by the Borrower).

         Section 1.14. Swing Loans. (a) Generally. Subject to the terms and
conditions hereof, as part of the Revolving Credit, the Administrative Agent
agrees to make loans to the Borrower under the Swing Line (individually a "Swing
Loan" and collectively the "Swing Loans") which shall not in the aggregate at
any time outstanding exceed the Swing Line Sublimit. The Swing Loans may be
availed of by the Borrower from time to time and borrowings thereunder may be
repaid and used again during the period ending on the Revolving Credit
Termination Date; provided that each Swing Loan must be repaid on the last day
of the Interest Period applicable thereto. Each Swing Loan shall be in a minimum
amount of $250,000 or such greater amount which is an integral multiple of
$100,000.

         (b) Interest on Swing Loans. Each Swing Loan shall bear interest until
maturity (whether by acceleration or otherwise) at a rate per annum equal to (i)
the Administrative Agent's Quoted Rate (computed on the basis of a year of 360
days for the actual number of days elapsed) or (ii) if no such Administrative
Agent's Quoted Rate is given and accepted by the Borrower as described in clause
(c), below, the sum of the Base Rate plus the Applicable Margin for Base Rate
Loans under the Revolving Credit as from time to time in effect (computed on the
basis of a year of 365 or 366 days, as the case may be, for the actual number of
days elapsed). Interest on each Swing Loan shall be due and payable on the last
day of its Interest Period and at maturity (whether by acceleration or
otherwise).

         (c) Requests for Swing Loans. The Borrower shall give the
Administrative Agent prior notice (which may be written or oral) no later than
12:00 Noon (Chicago time) on the date upon which a Borrower requests that any
Swing Loan be made, of the amount and date of such Swing Loan, and the Interest
Period requested therefor. Within 30 minutes after receiving such notice, the
Administrative Agent shall in its discretion quote an interest rate to the
Borrower at which the Administrative Agent would be willing to make such Swing
Loan available to the Borrower for the Interest Period so requested (the rate so
quoted for a given Interest Period being herein referred to as "Administrative
Agent's Quoted Rate"). The Borrower acknowledges and agrees that the interest
rate quote is given for immediate and irrevocable acceptance. If the Borrower
does not so immediately accept the Administrative Agent's Quoted Rate for the
full amount requested by the Borrower for such Swing Loan, the Administrative
Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan
shall bear interest at the rate per annum determined by adding the Applicable
Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from
time to time in effect. Subject to the terms and conditions hereof, the proceeds
of such Swing Loan shall be made available to the Borrower on the date so
requested at the offices of the Administrative Agent in Chicago, Illinois, by
depositing such proceeds to the credit of the Borrower's operating account
maintained with the Administrative Agent or as the Borrower and the
Administrative Agent may otherwise agree. Anything contained in the foregoing to
the contrary notwithstanding, (i) the obligation of the Administrative Agent to
make Swing Loans shall be subject to all of the terms and conditions of this
Agreement and (ii) the Administrative Agent shall not be obligated to make more
than one Swing Loan during any one day.



                                      -14-
<PAGE>


         (d) Refunding Loans. In its sole and absolute discretion, the
Administrative Agent may at any time, on behalf of the Borrower (which hereby
irrevocably authorizes the Administrative Agent to act on its behalf for such
purpose) and with notice to the Borrower, request each Lender to make a
Revolving Loan in the form of a Base Rate Loan in an amount equal to such
Lender's Revolver Percentage of the amount of the Swing Loans outstanding on the
date such notice is given. Unless an Event of Default described in Section
9.1(j) or 9.1(k) exists with respect to the Borrower, regardless of the
existence of any other Event of Default, each Lender shall make the proceeds of
its requested Revolving Loan available to the Administrative Agent, in
immediately available funds, at the Administrative Agent's principal office in
Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day
following the day such notice is given. The proceeds of such Borrowing of
Revolving Loans shall be immediately applied to repay the outstanding Swing
Loans.

         (e) Participations. If any Lender refuses or otherwise fails to make a
Revolving Loan when requested by the Administrative Agent pursuant to Section
1.14(d) above (because an Event of Default described in Section 9.1(j) or 9.1(k)
exists with respect to the Borrower or otherwise), such Lender will, by the time
and in the manner such Revolving Loan was to have been funded to the
Administrative Agent, purchase from the Administrative Agent an undivided
participating interest in the outstanding Swing Loans in an amount equal to its
Revolver Percentage of the aggregate principal amount of Swing Loans that were
to have been repaid with such Revolving Loans. Each Lender that so purchases a
participation in a Swing Loan shall thereafter be entitled to receive its
Revolver Percentage of each payment of principal received on the Swing Loan and
of interest received thereon accruing from the date such Lender funded to the
Administrative Agent its participation in such Loan. The several obligations of
the Lenders under this Section shall be absolute, irrevocable and unconditional
under any and all circumstances whatsoever and shall not be subject to any
set-off, counterclaim or defense to payment which any Lender may have or have
had against the Borrower, any other Lender or any other Person whatever. Without
limiting the generality of the foregoing, such obligations shall not be affected
by any Default or Event of Default or by any reduction or termination of the
Revolving Credit Commitments of any Lender, and each payment made by a Lender
under this Section shall be made without any offset, abatement, withholding or
reduction whatsoever.


SECTION 2.    FEES.

         Section 2.1. Fees. (a) Revolving Credit Commitment Fee. The Borrower
shall pay to the Administrative Agent for the ratable account of the Lenders in
accordance with their Revolver Percentages a commitment fee at the rate of 0.50%
per annum (computed on the basis of a year of 360 days and the actual number of
days elapsed) on the average daily Unused Revolving Credit Commitments. Such
commitment fee shall be payable quarterly in arrears on the last day of each
March, June, September, and December in each year (commencing on the first such
date occurring after the date hereof) and on the Revolving Credit Termination
Date, unless the Revolving Credit Commitments are terminated in whole on an
earlier date, in which event the commitment fee for the period to the date of
such termination in whole shall be paid on the date of such termination.


                                      -15-
<PAGE>


         (b) Letter of Credit Fees. On the date of issuance or extension, or
increase in the amount, of any Letter of Credit pursuant to Section 1.2 hereof,
the Borrower shall pay to the L/C Issuer for its own account a fronting fee
equal to 0.125% of the face amount of (or of the increase in the face amount of)
such Letter of Credit. Quarterly in arrears, on the last day of each March,
June, September, and December, commencing on the first such date occurring after
the date hereof, the Borrower shall pay to the Administrative Agent, for the
ratable benefit of the Lenders in accordance with their Revolver Percentages, a
letter of credit fee at a rate per annum equal to the Applicable Margin in
effect during each day of such quarter (computed on the basis of a year of 360
days and the actual number of days elapsed) applied to the daily average face
amount of Letters of Credit outstanding during such quarter. In addition, the
Borrower shall pay to the L/C Issuer for its own account the L/C Issuer's
standard issuance, drawing, negotiation, amendment, and other administrative
fees for each Letter of Credit as established by the L/C Issuer from time to
time.

         (c) Administrative Agent Fees. The Borrower shall pay to the
Administrative Agent, for its own use and benefit, the fees agreed to between
the Administrative Agent and the Borrower in a fee letter dated August 13, 2003,
or as otherwise agreed to in writing between them.

         (d) Audit Fees. The Borrower shall pay to the Administrative Agent for
its own use and benefit charges for audits of the Collateral performed by the
Administrative Agent or its agents or representatives in such amounts as the
Administrative Agent may from time to time request (the Administrative Agent
acknowledging and agreeing that such charges shall be computed in the same
manner as it at the time customarily uses for the assessment of charges for
similar collateral audits).

SECTION 3.    PLACE AND APPLICATION OF PAYMENTS.

         Section 3.1. Place and Application of Payments. All payments of
principal of and interest on the Loans and the Reimbursement Obligations, and of
all other Obligations payable by the Borrower under this Agreement and the other
Loan Documents, shall be made by the Borrower to the Administrative Agent by no
later than 12:00 Noon (Chicago time) on the due date thereof at the office of
the Administrative Agent in Chicago, Illinois (or such other location as the
Administrative Agent may designate to the Borrower) for the benefit of the
Lender or Lenders entitled thereto. Any payments received after such time shall
be deemed to have been received by the Administrative Agent on the next Business
Day. All such payments shall be made in U.S. Dollars, in immediately available
funds at the place of payment, in each case without set-off or counterclaim. The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest on Loans and on Reimbursement
Obligations in which the Lenders have purchased Participating Interests ratably
to the Lenders and like funds relating to the payment of any other amount
payable to any Lender to such Lender, in each case to be applied in accordance
with the terms of this Agreement. If the Administrative Agent causes amounts to
be distributed to the Lenders in reliance upon the assumption that the Borrower
will make a scheduled payment and such scheduled payment is not so made, each
Lender shall, on demand, repay to the Administrative Agent the amount
distributed to such Lender together with interest thereon in respect of each day
during the period


                                      -16-

<PAGE>

commencing on the date such amount was distributed to such Lender and ending on
(but excluding) the date such Lender repays such amount to the Administrative
Agent, at a rate per annum equal to: (i) from the date the distribution was made
to the date two (2) Business Days after payment by such Lender is due hereunder,
the Federal Funds Rate for each such day and (ii) from the date two (2) Business
Days after the date such payment is due from such Lender to the date such
payment is made by such Lender, the Base Rate in effect for each such day.

         Anything contained herein to the contrary notwithstanding (including,
without limitation, Section 1.8(b) hereof), all payments and collections
received in respect of the Obligations and all proceeds of the Collateral
received, in each instance, by the Administrative Agent or any of the Lenders
after acceleration or the final maturity of the Obligations or termination of
the Revolving Credit Commitments as a result of an Event of Default shall be
remitted to the Administrative Agent and distributed as follows:

                   (a) first, to the payment of any outstanding costs and
         expenses incurred by the Administrative Agent, and any security trustee
         therefor, in monitoring, verifying, protecting, preserving or enforcing
         the Liens on the Collateral, in protecting, preserving or enforcing
         rights under the Loan Documents, and in any event including all costs
         and expenses of a character which the Borrower has agreed to pay the
         Administrative Agent under Section 13.15 hereof (such funds to be
         retained by the Administrative Agent for its own account unless it has
         previously been reimbursed for such costs and expenses by the Lenders,
         in which event such amounts shall be remitted to the Lenders to
         reimburse them for payments theretofore made to the Administrative
         Agent);

                  (b) second, to the payment of principal and interest on the
         Swing Note until paid in full;

                  (c) third, to the payment of any outstanding interest and fees
         due under the Loan Documents to be allocated pro rata in accordance
         with the aggregate unpaid amounts owing to each holder thereof;

                  (d) fourth, to the payment of principal on the Notes, unpaid
         Reimbursement Obligations, together with amounts to be held by the
         Administrative Agent as collateral security for any outstanding L/C
         Obligations pursuant to Section 9.4 hereof (until the Administrative
         Agent is holding an amount of cash equal to the then outstanding amount
         of all such L/C Obligations), and Hedging Liability, the aggregate
         amount paid to, or held as collateral security for, the Lenders and, in
         the case of Hedging Liability, their Affiliates to be allocated pro
         rata in accordance with the aggregate unpaid amounts owing to each
         holder thereof;

                  (e) fifth, to the payment of all other unpaid Obligations and
         all other indebtedness, obligations, and liabilities of the Borrower
         and its Subsidiaries secured by the Collateral Documents (including,
         without limitation, Funds Transfer and Deposit Account Liability) to be
         allocated pro rata in accordance with the aggregate unpaid amounts
         owing to each holder thereof; and



                                      -17-
<PAGE>

                  (f) finally, to the Borrower or whoever else may be lawfully
         entitled thereto.

         Section 3.2. Account Debit. The Borrower hereby irrevocably authorizes
the Administrative Agent to charge the Borrower's deposit account or accounts
maintained with the Administrative Agent for the amounts from time to time
necessary to pay any then due Obligations; provided that the Borrower
acknowledges and agrees that the Administrative Agent shall not be under an
obligation to do so and the Administrative Agent shall not incur any liability
to the Borrower or any other Person for the Administrative Agent's failure to do
so.

SECTION 4.    GUARANTIES AND COLLATERAL.

         Section 4.1. Guaranties. The payment and performance of the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
shall at all times be guaranteed by the Borrower and by each direct and indirect
Subsidiary of the Borrower (individually a "Guarantor" and collectively the
"Guarantors") pursuant to Section 12 hereof or pursuant to one or more guaranty
agreements in form and substance acceptable to the Administrative Agent, as the
same may be amended, modified or supplemented from time to time (individually a
"Guaranty" and collectively the "Guaranties"); provided, however, that (i)
unless otherwise required by the Administrative Agent or the Required Lenders
during the existence of any Event of Default, no Foreign Subsidiary shall be
required to be a Guarantor hereunder and (ii) no Foreign Subsidiary shall be
required to be a Guarantor hereunder if its entry into a Guaranty would be
prohibited by the laws of any jurisdiction applicable to it.

         Section 4.2. Collateral. The Obligations, Hedging Liability, and Funds
Transfer and Deposit Account Liability shall be secured by valid, perfected, and
enforceable Liens on all right, title, and interest of the Borrower and each
other Guarantor in all of their accounts, chattel paper, instruments, documents,
deposit accounts, inventory and certain other personal property, whether now
owned or hereafter acquired or arising, and all proceeds thereof; provided,
however, that: (i) until the occurrence of the Borrowing Base
Condition and thereafter until otherwise required by the Administrative Agent or
the Required Lenders, Liens on deposit accounts maintained by the Borrower and
the other Guarantors need not be perfected, (ii) unless otherwise required by
the Administrative Agent or the Required Lenders during the existence of any
Event of Default, no Liens need be granted on the stock of any Domestic
Subsidiaries, and Liens on the Voting Stock of a Foreign Subsidiary shall be
limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary
or, if less at any time, the greatest percentage of the total outstanding Voting
Stock thereof the pledge of which would not, under applicable U.S. tax laws and
regulations in effect at such time, cause the owner of such Voting Stock or its
direct or indirect parent corporation to recognize a "deemed dividend" for U.S.
federal income tax purposes, and (iii) unless otherwise required by the
Administrative Agent or the Required Lenders during the existence of any Event
of Default, Liens need not be granted on the assets of a Foreign Subsidiary. The
Borrower acknowledges and agrees that the Liens on the Collateral shall be
granted to the Administrative Agent for the benefit of the holders of the
Obligations, the Hedging Liability, and the Funds Transfer and Deposit Account
Liability and shall be valid and perfected first priority Liens subject,
however, to the proviso appearing at the end of the preceding sentence and to
Liens permitted by Section 8.8 hereof, in each case pursuant to one or more
Collateral

                                      -18-

<PAGE>

Documents from such Persons, each in form and substance satisfactory
to the Administrative Agent.

         Section 4.3. Further Assurances. The Borrower agrees that it shall, and
shall cause each other Guarantor to, from time to time at the request of the
Administrative Agent or the Required Lenders, execute and deliver such documents
and do such acts and things as the Administrative Agent or the Required Lenders
may reasonably request in order to provide for or perfect or protect such Liens
on the Collateral. In the event the Borrower or any other Guarantor forms or
acquires any other Subsidiary after the date hereof, except as otherwise
provided in Sections 4.1 and 4.2 above, the Borrower shall promptly upon such
formation or acquisition cause such newly formed or acquired Subsidiary to
execute a Guaranty and such Collateral Documents as the Administrative Agent may
then require, and the Borrower shall also deliver to the Administrative Agent,
or cause such Subsidiary to deliver to the Administrative Agent, at the
Borrower's cost and expense, such other instruments, documents, certificates,
and opinions reasonably required by the Administrative Agent in connection
therewith. Without limiting the foregoing provisions of this Section 4.3, (i)
promptly upon the request of the Administrative Agent after the occurrence of
the Borrowing Base Condition, the Borrower will cause to be delivered to the
Administrative Agent deposit account and securities account control agreements
in form and substance satisfactory to the Administrative Agent with respect to
its and its Domestic Subsidiaries' deposit accounts and securities accounts and
(ii) the Borrower shall use commercially reasonable efforts to deliver to the
Administrative Agent, within 45 days after a request therefor, fully executed
landlord waivers or warehouse agreements in form and substance reasonably
acceptable to the Administrative Agent with respect to those leased locations or
public warehouses, as the case may be, identified by the Administrative Agent at
which material amounts of inventory of the Borrower or any other Guarantor is
located and with respect to which such waivers or agreements were not delivered
prior to the Closing Date.

SECTION 5.    DEFINITIONS; INTERPRETATION.

         Section 5.1. Definitions. The following terms when used herein shall
have the following meanings:

         "Account Debtor" means any Person obligated to make payment on any
Receivable.

         "Acquired Business" means the entity or assets acquired by the Borrower
or a Subsidiary in an Acquisition, whether before or after the date hereof.

         "Adjusted EBITDA" means, with reference to any period, the sum of (a)
EBITDA for such period, (b) without duplication of amounts included in clause
(a), EBITDA of the Acquired Business subject of any Permitted Acquisition
consummated during such period for that portion of such period prior to the
consummation of such Permitted Acquisition, and (c) all non-cash restructuring
and other non-recurring non-cash charges for such period (not to exceed
$15,000,000 in aggregate from the date hereof through the Revolving Credit
Termination Date).

         "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a

                                      -19-

<PAGE>

Person, or of any business or division of a Person, (b) the acquisition of in
excess of 50% of the capital stock, partnership interests, membership interests
or equity of any Person (other than a Person that is a Subsidiary), or otherwise
causing any Person to become a Subsidiary, or (c) a merger or consolidation or
any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Borrower or the Subsidiary is the surviving
entity.

         "Adjusted LIBOR" is defined in Section 1.3(b) hereof.

         "Administrative Agent" means Harris Trust and Savings Bank and any
successor pursuant to Section 11.7 hereof.

         "Administrative Agent's Quoted Rate" is defined in Section 1.14(c)
hereof.

         "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interest of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.

         "Agreement" means this Credit Agreement, as the same may be amended,
modified, restated or supplemented from time to time pursuant to the terms
hereof.

         "Applicable Margin" means, with respect to Loans, Reimbursement
Obligations, and the commitment fees and letter of credit fees payable under
Section 2.1 hereof, until the first Pricing Date, the rates per annum shown
opposite Level I below, and thereafter from one Pricing Date to the next the
Applicable Margin means the rates per annum determined in accordance with the
following schedule:


<TABLE>
<CAPTION>
                                             APPLICABLE
                                             MARGIN FOR           APPLICABLE
                                              BASE RATE           MARGIN FOR
                                            LOANS UNDER           EURODOLLAR
                 TOTAL USAGE                  REVOLVING          LOANS UNDER
                   RATIO                     CREDIT AND        REVOLVING CREDIT
                CALCULATED ON               REIMBURSEMENT      AND FOR LETTER OF
                SUCH PRICING                 OBLIGATIONS       CREDIT FEE SHALL
        LEVEL       DATE                     SHALL BE:                BE:
<S>             <C>                         <C>                <C>
         III     Greater than or equal          0.50%                2.00%
                 to 0.50 to 1.0
</TABLE>



                                      -20-

<PAGE>
<TABLE>
<CAPTION>
                                             APPLICABLE
                                             MARGIN FOR           APPLICABLE
                                              BASE RATE           MARGIN FOR
                                            LOANS UNDER           EURODOLLAR
                 TOTAL USAGE                  REVOLVING          LOANS UNDER
                   RATIO                     CREDIT AND        REVOLVING CREDIT
                CALCULATED ON               REIMBURSEMENT      AND FOR LETTER OF
                SUCH PRICING                 OBLIGATIONS       CREDIT FEE SHALL
        LEVEL       DATE                     SHALL BE:                BE:
<S>             <C>                         <C>                <C>
         II      Less than 0.50 to 1.0,         0.25%                1.75%
                 but greater than or
                 equal to 0.33 to 1.0

          I      Less than 0.33 to 1.0          0.00%                1.50%
</TABLE>

For purposes hereof, the term "Pricing Date" means, for any fiscal quarter of
the Borrower ending on or after December 31, 2003, the date on which the
Administrative Agent calculates the Total Usage Ratio for the 30-day period
ending on the last day of such fiscal quarter, which date of calculation, unless
otherwise agreed by the Borrower and the Required Lenders, will be the tenth
Business Day following the end of such fiscal quarter. The Applicable Margin
shall be established based on the Total Usage Ratio for the 30-day period ending
on the last day of the most recently completed fiscal quarter and the Applicable
Margin established on a Pricing Date shall remain in effect until the next
Pricing Date. Each determination of the Applicable Margin made by the
Administrative Agent in accordance with the foregoing shall be conclusive and
binding on the Borrower and the Lenders absent manifest error.

         "Application" is defined in Section 1.2(b) hereof.

         "Authorized Representative" means those persons shown on the list of
officers provided by the Borrower pursuant to Section 7.2 hereof or on any
update of any such list provided by the Borrower to the Administrative Agent, or
any further or different officers of the Borrower so named by any Authorized
Representative of the Borrower in a written notice to the Administrative Agent.

         "Base Rate" is defined in Section 1.3(a) hereof.

         "Base Rate Loan" means a Loan bearing interest at a rate specified in
Section 1.3(a) hereof.

         "Borrower" is defined in the introductory paragraph of this Agreement.

         "Borrowing" means the total of Loans of a single type advanced,
continued for an additional Interest Period, or converted from a different type
into such type by the Lenders under a Credit on a single date and, in the case
of Eurodollar Loans, for a single Interest Period.



                                      -21-
<PAGE>

Borrowings of Loans are made and maintained ratably from each of the Lenders
under a Credit according to their Percentages of such Credit. A Borrowing is
"advanced" on the day Lenders advance funds comprising such Borrowing to the
Borrower, is "continued" on the date a new Interest Period for the same type of
Loans commences for such Borrowing, and is "converted" when such Borrowing is
changed from one type of Loan to the other, all as determined pursuant to
Section 1.5 hereof. Borrowings of Swing Loans are made by the Administrative
Agent in accordance with the procedures set forth in Section 1.14 hereof.

         "Borrowing Base" means, as of any time it is to be determined, the sum
of:

                  (a) 85% of the then outstanding unpaid amount of Eligible
         Receivables; plus

                  (b) the lesser of (x) 25% of the value (computed at the lower
         of market or cost using the first-in/first-out method of inventory
         valuation applied in accordance with GAAP) of Eligible Inventory and
         (y) $30,000,000;

provided that (i) the Borrowing Base shall be computed only as against and on so
much of such Collateral as is included on the Borrowing Base Certificates
furnished from time to time by the Borrower pursuant to this Agreement and, if
required by the Administrative Agent or the Required Lenders pursuant to any of
the terms hereof or any Collateral Document, as verified by such other evidence
reasonably required to be furnished to the Administrative Agent or the Lenders
pursuant hereto or pursuant to any such Collateral Document, and (ii) the
Administrative Agent shall have the right to reduce the advance rates against
Eligible Receivables or Eligible Inventory and the sublimit on Eligible
Inventory and to modify so as to make more restrictive the definitions of
"Eligible Receivables" and "Eligible Inventory" in the reasonable exercise of
its discretion based on the results of any field audit of any Collateral which
reasonably supports any such reduction or modification, as the case may be.

         "Borrowing Base Certificate" means the certificate in the form of
Exhibit E hereto, or in such other form acceptable to the Administrative Agent,
to be delivered to the Administrative Agent and the Lenders pursuant to Sections
7.2 and 8.5 hereof.

         "Borrowing Base Condition" has occurred if the aggregate outstanding
principal amount of Revolving Loans, Swing Loans and L/C Obligations either (i)
equals or exceeds $20,000,000 for a period of thirty (30) days or more during
any rolling sixty (60) day period or (ii) equals or exceeds $40,000,000 at any
time.

         "Business Day" means any day (other than a Saturday or Sunday) on which
banks are not authorized or required to close in Chicago, Illinois and, if the
applicable Business Day relates to the advance or continuation of, or conversion
into, or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollar
deposits in the interbank eurodollar market in London, England and Nassau,
Bahamas.

         "Capital Expenditures" means, with respect to any Person for any
period, the aggregate amount of all expenditures (whether paid in cash or
accrued as a liability) by such Person during that period for the acquisition or
leasing (pursuant to a Capital Lease) of fixed or capital assets or



                                      -22-

<PAGE>

additions to property, plant, or equipment (including replacements, capitalized
repairs, and improvements) which should be capitalized on the balance sheet of
such Person in accordance with GAAP.

         "Capital Lease" means any lease of Property which in accordance with
GAAP is required to be capitalized on the balance sheet of the lessee.

         "Capitalized Lease Obligation" means, for any Person, the amount of the
liability shown on the balance sheet of such Person in respect of a Capital
Lease determined in accordance with GAAP.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. SECTIONS 9601 et seq., and any future
amendments.

         "Change of Control" means any of (a) the acquisition by any "person" or
"group" (as such terms are used in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) at any time of beneficial ownership of 20% or
more of the outstanding capital stock or other equity interests of the Borrower
on a fully-diluted basis, other than acquisitions of such interests by the
Borrower or any of its Subsidiaries, (b) the failure of individuals who are
members of the board of directors (or similar governing body) of the Borrower on
the Closing Date (together with any new or replacement directors whose initial
nomination for election was approved by a majority of the directors who were
either directors on the Closing Date or previously so approved) to constitute a
majority of the board of directors (or similar governing body) of the Borrower,
or (c) any "Change of Control" (or words of like import), as defined in any
agreement or indenture relating to any issue of Indebtedness for Borrowed Money
shall occur.

         "Closing Date" means the date of this Agreement or such later Business
Day upon which each condition described in Section 7.2 shall be satisfied or
waived in a manner acceptable to the Administrative Agent in its discretion.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

         "Collateral" means all properties, rights, interests, and privileges
from time to time subject to the Liens granted to the Administrative Agent, or
any security trustee therefor, by the Collateral Documents.

         "Collateral Account" is defined in Section 9.4 hereof.

         "Collateral Documents" means the Security Agreement, the Pledge
Agreement, and all other mortgages, deeds of trust, security agreements, pledge
agreements, assignments, financing statements and other documents as shall from
time to time secure or relate to the Obligations, the Hedging Liability, and the
Funds Transfer and Deposit Account Liability or any part thereof.


                                      -23-
<PAGE>


         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.

         "Credit" means any of the Revolving Credit or the Swing Line.

         "Credit Event" means the advancing of any Loan, the continuation of or
conversion into a Eurodollar Loan, or the issuance of, or extension of the
expiration date or increase in the amount of, any Letter of Credit.

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

         "Disposition" means the sale, lease, conveyance or other disposition of
Property, other than sales or other dispositions expressly permitted under
Sections 8.10(a)-(f) hereof.

         "Domestic Subsidiary" means any Subsidiary other than a Foreign
Subsidiary.

         "EBITDA" means, with reference to any period, Net Income for such
period plus the sum of all amounts deducted in arriving at such Net Income
amount in respect of (a) Interest Expense for such period, (b) federal, state,
and local income taxes for such period, and (c) depreciation of fixed assets and
amortization of intangible assets for such period.

         "Eligible Inventory" means any raw materials or finished goods
inventory of the Borrower or any other Guarantor (other than packaging, crating
and supplies inventory) which:

                  (a) is an asset of such Person to which it has good and
         marketable title, is freely assignable, and is subject to a perfected,
         first priority Lien in favor of the Administrative Agent free and clear
         of any other Liens (other than Liens permitted by Section 8.8(a) or (b)
         hereof arising by operation of law which are subordinate to the Liens
         in favor of the Administrative Agent);

                  (b) is located in the United States of America at a Permitted
         Collateral Location as set forth in the Security Agreement and, in the
         case of facilities not owned by such Person, which are at all times
         subject to lien waiver agreements from such landlords or other third
         parties to the extent required by, and in form and substance
         satisfactory to, the Administrative Agent;

                  (c) is not so identified to a contract to sell that it
         constitutes a Receivable;

                  (d) is not obsolete or slow moving, and is of good and
         merchantable quality free from any defects which might adversely affect
         the market value thereof;

                  (e) is not covered by a warehouse receipt or similar document;



                                      -24-
<PAGE>

                  (f) in the case of finished goods inventory, was produced
         pursuant to binding and existing purchase orders therefor to which the
         Borrower or such other Guarantor has title; and

                  (g) is otherwise deemed to be Eligible Inventory in the
         reasonable judgment of the Administrative Agent (it being acknowledged
         and agreed that with five (5) Business Days prior written notice any
         inventory or categories thereof of the Borrower or any other Guarantor
         may be deemed ineligible by the Administrative Agent acting in its
         reasonable judgment).

         "Eligible Line of Business" means any business engaged in as of the
date of this Agreement by the Borrower or any of its Subsidiaries or reasonably
related thereto.

         "Eligible Receivables" means any Receivable of the Borrower or any
other Guarantor which:

                  (a) arises out of the sale of finished goods inventory
         delivered to and accepted by, or out of the rendition of services fully
         performed and accepted by, the Account Debtor on such Receivable, and
         such Receivable does not represent a pre-billed Receivable or a
         progress billing;

                  (b) is payable in U.S. Dollars and the Account Debtor on such
         Receivable is located within the United States of America or, if such
         right has arisen out of the sale of such goods shipped to, or out of
         the rendition of services to, an Account Debtor located in any other
         country, such right is secured by a valid and irrevocable transferable
         letter of credit issued by a lender reasonably acceptable to the
         Administrative Agent for the full amount thereof, which has been
         assigned or transferred to the Administrative Agent in a manner
         acceptable to the Administrative Agent;

                  (c) is the valid, binding and legally enforceable obligation
         of the Account Debtor obligated thereon and such Account Debtor is not
         (i) a Subsidiary or an Affiliate of the Borrower, (ii) a shareholder,
         director, officer or employee of the Borrower or any Subsidiary, (iii)
         the United States of America, or any state or political subdivision
         thereof, or any department, agency or instrumentality of any of the
         foregoing, unless the Assignment of Claims Act or any similar state or
         local statute, as the case may be, is complied with to the satisfaction
         of the Administrative Agent, (iv) a debtor under any proceeding under
         the United States Bankruptcy Code, as amended, or any other comparable
         bankruptcy or insolvency law, or (v) an assignor for the benefit of
         creditors;

                  (d) is not evidenced by an instrument or chattel paper unless
         the same has been endorsed and delivered to the Administrative Agent;

                  (e) is an asset of such Person to which it has good and
         marketable title, is freely assignable, and is subject to a perfected,
         first priority Lien in favor of the Administrative Agent free and clear
         of any other Liens (other than Liens permitted by




                                      -25-
<PAGE>
         Section 8.8(a) or (b) hereof arising by operation of law which are
         subordinate to the Liens in favor of the Administrative Agent);

                   (f) is not subject to any counterclaim or defense asserted by
         the Account Debtor or subject to any offset or contra account payable
         to the Account Debtor (unless the amount of such Receivable is net of
         such contra account established to the reasonable satisfaction of the
         Administrative Agent);

                  (g) no surety bond was required or given in connection with
         said Receivable or the contract or purchase order out of which the same
         arose;

                   (h) it is evidenced by an invoice to the Account Debtor dated
         not more than five (5) Business Days subsequent to the shipment date of
         the relevant inventory or completion of performance of the relevant
         services and is issued on ordinary trade terms requiring payment within
         60 days of invoice date;

                  (i) is not unpaid more than 90 days after the original invoice
         date;

                  (j) is not owed by an Account Debtor who is obligated on
         Receivables more than 25% of the aggregate unpaid balance of which have
         been past due for longer than the relevant period specified in
         subsection (i) above unless the Administrative Agent has approved the
         continued eligibility thereof;

                  (k) would not cause the total Receivables owing from any one
         Account Debtor and its Affiliates to exceed 15% of all Eligible
         Receivables;

                  (l) does not arise from a sale on a bill-and-hold, guaranteed
         sale, sale-or-return, sale-on-approval, consignment or any other
         repurchase or return basis; and

                  (m) is otherwise deemed to be an Eligible Receivable in the
         reasonable judgment of the Administrative Agent (it being acknowledged
         and agreed that with five (5) Business Days prior written notice any
         Receivable of the Borrower or any other Guarantor may be deemed
         ineligible by the Administrative Agent acting in its reasonable
         judgment).

         "Environmental Claim" means any investigation, notice, violation,
demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding or claim (whether administrative, judicial or
private in nature) arising (a) pursuant to, or in connection with an actual or
alleged violation of, any Environmental Law, (b) in connection with any
Hazardous Material, (c) from any abatement, removal, remedial, corrective or
response action in connection with a Hazardous Material, Environmental Law or
order of a governmental authority or (d) from any actual or alleged damage,
injury, threat or harm to health, safety, natural resources or the environment.

         "Environmental Law" means any current or future Legal Requirement
pertaining to (a) the protection of health, safety and the indoor or outdoor
environment, (b) the conservation,




                                      -26-
<PAGE>
management or use of natural resources and wildlife, (c) the protection or use
of surface water or groundwater, (d) the management, manufacture, possession,
presence, use, generation, transportation, treatment, storage, disposal,
Release, threatened Release, abatement, removal, remediation or handling of, or
exposure to, any Hazardous Material or (e) pollution (including any Release to
air, land, surface water or groundwater), and any amendment, rule, regulation,
order or directive issued thereunder.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

         "Eurodollar Loan" means a Loan bearing interest at the rate specified
in Section 1.3(b) hereof.

         "Eurodollar Reserve Percentage" is defined in Section 1.3(b) hereof.

         "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

         "Event of Loss" means, with respect to any Property, any of the
following: (a) any loss, destruction or damage of such Property or (b) any
condemnation, seizure, or taking, by exercise of the power of eminent domain or
otherwise, of such Property, or confiscation of such Property or the requisition
of the use of such Property.

         "Federal Funds Rate" means the fluctuating interest rate per annum
described in part (x) of clause (ii) of the definition of Base Rate appearing in
Section 1.3(a) hereof.

         "Foreign Subsidiary" means each Subsidiary which is organized under the
laws of a jurisdiction other than the United States of America or any state
thereof.

         "Funds Transfer and Deposit Account Liability" means the liability of
the Borrower or any Subsidiary owing to any of the Lenders, or any Affiliates of
such Lenders, arising out of (a) the execution or processing of electronic
transfers of funds by automatic clearing house transfer, wire transfer or
otherwise to or from deposit accounts of the Borrower and/or any Subsidiary now
or hereafter maintained with any of the Lenders or their Affiliates, (b) the
acceptance for deposit or the honoring for payment of any check, draft or other
item with respect to any such deposit accounts, and (c) any other deposit,
disbursement, and cash management services afforded to the Borrower or any
Subsidiary by any of such Lenders or their Affiliates.

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

         "Guarantor" and "Guarantors" each is defined in Section 4.1 hereof.



                                      -27-
<PAGE>
         "Guaranty" and "Guaranties" each is defined in Section 4.1 hereof.

         "Hazardous Material" means any substance, chemical, compound, product,
solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which
is hazardous or toxic, and includes, without limitation, (a) asbestos,
polychlorinated biphenyls and petroleum (including crude oil or any fraction
thereof) and (b) any material classified or regulated as "hazardous" or "toxic"
or words of like import pursuant to an Environmental Law.

         "Hazardous Material Activity" means any activity, event or occurrence
involving a Hazardous Material, including, without limitation, the manufacture,
possession, presence, use, generation, transportation, treatment, storage,
disposal, Release, threatened Release, abatement, removal, remediation, handling
of or corrective or response action to any Hazardous Material.

         "Hedging Liability" means the liability of the Borrower or any
Subsidiary to any of the Lenders, or any Affiliates of such Lenders, in respect
of any interest rate, foreign currency, and/or commodity swap, exchange, cap,
collar, floor, forward, future or option agreement, or any other similar
interest rate, currency or commodity hedging arrangement, as the Borrower or
such Subsidiary, as the case may be, may from time to time enter into with any
one or more of the Lenders party to this Agreement or their Affiliates.

         "Hostile Acquisition" means the acquisition of the capital stock or
other equity interests of a Person through a tender offer or similar
solicitation of the owners of such capital stock or other equity interests which
has not been approved (prior to such acquisition) by resolutions of the Board of
Directors of such Person or by similar action if such Person is not a
corporation, and as to which such approval has not been withdrawn.

         "Indebtedness for Borrowed Money" means for any Person (without
duplication) (a) all indebtedness created, assumed or incurred in any manner by
such Person representing money borrowed (including by the issuance of debt
securities), (b) all indebtedness for the deferred purchase price of property or
services (other than trade accounts payable arising in the ordinary course of
business which are not more than sixty (60) days past due), (c) all indebtedness
secured by any Lien upon Property of such Person, whether or not such Person has
assumed or become liable for the payment of such indebtedness, (d) all
Capitalized Lease Obligations of such Person, and (e) all obligations of such
Person on or with respect to letters of credit, bankers' acceptances and other
extensions of credit whether or not representing obligations for borrowed money,
such obligations to be included at the full face or stated amount thereof.

         "Interest Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations and all amortization of debt discount and expense) of the
Borrower and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.

         "Interest Period" is defined in Section 1.6 hereof.

                                      -28-
<PAGE>
         "L/C Issuer" means the Administrative Agent, or any other Lender
requested by the Borrower and approved by the Administrative Agent in its sole
discretion with respect to any Letter of Credit.

         "L/C Obligations" means the aggregate undrawn face amounts of all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

         "L/C Sublimit" means $10,000,000, as reduced pursuant to the terms
hereof.

         "Legal Requirement" means any treaty, convention, statute, law,
regulation, ordinance, license, permit, governmental approval, injunction,
judgment, order, consent decree or other requirement of any governmental
authority, whether federal, state, or local.

         "Lenders" means and includes Harris Trust and Savings Bank and the
other financial institutions from time to time party to this Agreement,
including each assignee Lender pursuant to Section 13.12 hereof.

         "Lending Office" is defined in Section 10.4 hereof.

         "Letter of Credit" is defined in Section 1.2(a) hereof.

         "LIBOR" is defined in Section 1.3(b) hereof.

         "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

         "Loan" means any Revolving Loan or Swing Loan, whether outstanding as a
Base Rate Loan or Eurodollar Loan or otherwise, each of which is a "type" of
Loan hereunder.

         "Loan Documents" means this Agreement, the Notes, the Applications, the
Collateral Documents, the Guaranties, and each other instrument or document to
be delivered hereunder or thereunder or otherwise in connection therewith.

         "Material Adverse Effect" means (a) a material adverse change in, or
material adverse effect upon, the operations, business, Property, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole, (b) a material impairment of the ability of the Borrower or any
Subsidiary to perform its material obligations under any Loan Document or (c) a
material adverse effect upon (i) the legality, validity, binding effect or
enforceability against the Borrower or any Subsidiary of any Loan Document or
the rights and remedies of the Administrative Agent and the Lenders thereunder
or (ii) the perfection or priority of any Lien granted under any Collateral
Document.

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



                                      -29-
<PAGE>
         "Net Cash Proceeds" means, as applicable, (a) with respect to any
Disposition by a Person, cash and cash equivalent proceeds received by or for
such Person's account, net of (i) reasonable direct costs relating to such
Disposition and (ii) sale, use or other transactional taxes paid or payable by
such Person as a direct result of such Disposition, (b) with respect to any
Event of Loss, cash and cash equivalent proceeds received in respect thereof
(whether as a result of payments made under any applicable insurance policy
therefor or in connection with condemnation proceedings or otherwise), net of
reasonable direct costs incurred in connection with the collection of such
proceeds, awards or other payments, and (c) with respect to any offering of
equity securities of a Person or the issuance of any Indebtedness for Borrowed
Money by a Person, cash and cash equivalent proceeds received by or for such
Person's account, net of reasonable legal, underwriting, and other fees and
expenses incurred as a direct result thereof.

         "Net Income" means, with reference to any period, the net income (or
net loss) of the Borrower and its Subsidiaries for such period computed on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from Net Income (a) the net income (or net loss) of any Person accrued
prior to the date it becomes a Subsidiary of, or has merged into or consolidated
with, the Borrower or another Subsidiary, and (b) the net income (or net loss)
of any Person (other than a Subsidiary) in which the Borrower or any of its
Subsidiaries has a equity interest in, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries during such period.

         "Notes" means and includes the Revolving Notes and the Swing Note.

         "Obligations" means all obligations of the Borrower to pay principal
and interest on the Loans, all Reimbursement Obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment
obligations of the Borrower or any of its Subsidiaries arising under or in
relation to any Loan Document, in each case whether now existing or hereafter
arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired.

         "Operating Lease" shall mean any lease of Property other than a Capital
Lease.

         "Participating Interest" is defined in Section 1.2(d) hereof.

         "Participating Lender" is defined in Section 1.2(d) hereof.

         "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

         "Percentage" means for any Lender its Revolver Percentage.

         "Permitted Acquisition" means any Acquisition approved by the Required
Lenders in writing with respect to which all of the following conditions shall
have been satisfied:

                  (a) the Acquired Business is in an Eligible Line of Business;

                                      -30-
<PAGE>
                  (b) the Acquisition shall not be a Hostile Acquisition;

                  (c) the financial statements of the Acquired Business shall
         have been audited by one of the "Big Three" accounting firms or by
         another independent accounting firm of national or regional repute or
         otherwise reasonably satisfactory to the Administrative Agent, or if
         such financial statements have not been audited by such an accounting
         firm, (i) such financial statements shall have been approved by the
         Administrative Agent and (ii) the Acquired Business has undergone a
         successful so-called businessman's review by one of the "Big Three"
         accounting firms as part of the Borrower's due diligence on the
         Acquisition;

                  (d) the Total Consideration for the Acquired Business, when
         taken together with the Total Consideration for all Acquired Businesses
         acquired during the immediately preceding 12-month period, does not
         exceed $5,000,000 in the aggregate;

                  (e) if a new Subsidiary is formed or acquired as a result of
         or in connection with the Acquisition, the Borrower shall have complied
         with the requirements of Section 4 hereof in connection therewith; and

                  (f) after giving effect to the Acquisition, no Default or
         Event of Default shall exist, including with respect to the financial
         covenants contained in Section 8.21 hereof on a pro forma basis (and,
         prior to the consummation of the Acquisition, the Borrower shall have
         demonstrated such pro forma compliance in a manner reasonably
         acceptable to the Administrative Agent).

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political
subdivision thereof.

         "Plan" means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
that either (a) is maintained by a member of the Controlled Group for employees
of a member of the Controlled Group or (b) is maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which a member of the Controlled Group
is then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions.

         "Pledge Agreement" means that certain Pledge Agreement dated the date
of this Agreement among the Borrower and the other Guarantors and the
Administrative Agent, as the same may be amended, modified, supplemented or
restated from time to time.

         "Premises" means the real property owned or leased by the Borrower or
any Subsidiary.

         "Property" means, as to any Person, all types of real, personal,
tangible, intangible or mixed property owned by such Person, whether or not
included in the most recent balance sheet of such Person and its subsidiaries
under GAAP.



                                      -31-
<PAGE>
         "RCRA" means the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments
of 1984, 42 U.S.C. Sections 6901 et seq., and any future amendments.

         "Receivables" means all rights to the payment of a monetary obligation,
now or hereafter owing to the Borrower or any other Guarantor, evidenced by
accounts, instruments, chattel paper, or general intangibles.

         "Receivables Purchase Agreement" means that certain Receivables
Purchase Agreement dated as of October 6, 2000, as amended, among Plexus ABS,
Inc., Plexus Corp., Bank One, NA (Main Office Chicago) and Preferred Receivables
Funding Corporation.

         "Reimbursement Obligation" is defined in Section 1.2(c) hereof.

         "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, migration, dumping, or
disposing into the indoor or outdoor environment, including, without limitation,
the abandonment or discarding of barrels, drums, containers, tanks or other
receptacles containing or previously containing any Hazardous Material.

         "Required Lenders" means, as of the time when the same is to be
determined, not fewer than three (3) Lenders whose Revolving Credit Commitments
constitute a majority of the aggregate Revolving Credit Commitments of the
Lenders or, at any time when the Revolving Credit Commitments have been
terminated, a majority of the total outstanding Loans and interests in Letters
of Credit; provided, that if fewer than three (3) Lenders are party hereto at
such time, "Required Lenders" shall mean all Lenders.

         "Revolver Percentage" means, for each Lender, the percentage of the
Revolving Credit Commitments represented by such Lender's Revolving Credit
Commitment or, if the Revolving Credit Commitments have been terminated, the
percentage held by such Lender (including through participation interests in
Reimbursement Obligations) of the aggregate principal amount of all Revolving
Loans and L/C Obligations then outstanding.

         "Revolving Credit" means the credit facility for making Revolving Loans
and issuing Letters of Credit described in Sections 1.1 and 1.2 hereof.

         "Revolving Credit Commitment" means, as to any Lender, the obligation
of such Lender to make Revolving Loans and to participate in Swing Loans and
Letters of Credit issued for the account of the Borrower hereunder in an
aggregate principal or face amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule 1 attached hereto and
made a part hereof, as the same may be reduced or modified at any time or from
time to time pursuant to the terms hereof. The Borrower and the Lenders
acknowledge and agree that the Revolving Credit Commitments of the Lenders
aggregate $100,000,000 on the date hereof.



                                      -32-
<PAGE>

         "Revolving Credit Termination Date" means October 22, 2006, or such
earlier date on which the Revolving Credit Commitments are terminated in whole
pursuant to Section 1.12, 9.2 or 9.3 hereof.

         "Revolving Loan" is defined in Section 1.1 hereof and, as so defined,
includes a Base Rate Loan or a Eurodollar Loan, each of which is a "type" of
Revolving Loan hereunder.

         "Revolving Note" is defined in Section 1.10 hereof.

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

         "Security Agreement" means that certain Security Agreement dated the
date of this Agreement among the Borrower and the other Guarantors and the
Administrative Agent, as the same may be amended, modified, supplemented or
restated from time to time.

         "Subsidiary" means, as to any particular parent corporation or
organization, any other corporation or organization more than 50% of the
outstanding Voting Stock of which is at the time directly or indirectly owned by
such parent corporation or organization or by any one or more other entities
which are themselves subsidiaries of such parent corporation or organization.
Unless otherwise expressly noted herein, the term "Subsidiary" means a
Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.

         "Swing Line" means the credit facility for making one or more Swing
Loans described in Section 1.14 hereof.

         "Swing Line Sublimit" means $5,000,000, as reduced pursuant to the
terms hereof.

         "Swing Loan" and "Swing Loans" each is defined in Section 1.14 hereof.

         "Swing Note" is defined in Section 1.10 hereof.

         "Tangible Capital" means, at any time the same is to be determined, the
sum of (a) Tangible Net Worth at such time and (b) Total Funded Debt at such
time.

         "Tangible Net Worth" means, at any time the same is to be determined,
the total shareholders' equity (including capital stock, additional paid-in
capital and retained earnings after deducting treasury stock) which would appear
on the balance sheet of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP, less the sum of (a) the aggregate
book value of all assets which would be classified as intangible assets under
GAAP, including, without limitation, goodwill, patents, trademarks, trade names,
copyrights and franchises and (b) all prepaids and deferred income tax assets as
identified on the Borrower's financial statements.

         "Total Consideration" means, with respect to an Acquisition, the sum
(but without duplication) of (a) cash paid in connection with any Acquisition,
(b) indebtedness payable to the




                                      -33-
<PAGE>
seller in connection with such Acquisition, (c) the fair market value of any
equity securities, including any warrants or options therefor, delivered in
connection with any Acquisition, (d) the present value of covenants not to
compete entered into in connection with such Acquisition or other future
payments which are required to be made over a period of time and are not
contingent upon the Borrower or its Subsidiaries meeting financial performance
objectives (exclusive of salaries paid in the ordinary course of business and
earn-outs unless such earn-outs are not contingent upon the Borrower or its
Subsidiaries meeting financial performance objectives) (discounted at the Base
Rate), but only to the extent not included in clause (a), (b) or (c) above, and
(e) the amount of indebtedness assumed in connection with such Acquisition.

         "Total Funded Debt" means, at any time the same is to be determined,
the sum (but without duplication) of (a) all Indebtedness for Borrowed Money of
the Borrower and its Subsidiaries at such time and (b) all Indebtedness for
Borrowed Money of any other Person at such time which is directly or indirectly
guaranteed by the Borrower or any of its Subsidiaries or which the Borrower or
any of its Subsidiaries has agreed (contingently or otherwise) to purchase or
otherwise acquire or in respect of which the Borrower or any of its Subsidiaries
has otherwise assured a creditor against loss.

         "Total Leverage Ratio" means, at any time the same is to be determined,
the ratio of (a) Total Funded Debt at such time to (b) Tangible Capital at such
time.

         "Total Usage Ratio" means the ratio, for any period, of (a) the average
aggregate outstanding principal amount during such period of Revolving Loans,
Swing Loans and L/C Obligations to (b) the average amount of Revolving Credit
Commitments in effect during such period.

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

         "Unfunded Vested Liabilities" means, for any Plan at any time, the
amount (if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

         "Unused Revolving Credit Commitments" means, at any time, the
difference between the Revolving Credit Commitments then in effect and the
aggregate outstanding principal amount of Revolving Loans and L/C Obligations;
it being understood that Swing Loans outstanding from time to time shall not be
counted as usage of the Revolving Credit Commitments for purposes of computing
the commitment fee under Section 2.1(a) hereof.

         "U.S. Dollars" and "$" each means the lawful currency of the United
States of America.

         "Voting Stock" of any Person means capital stock or other equity
interests of any class or classes (however designated) having ordinary power for
the election of directors or other similar




                                      -34-
<PAGE>
governing body of such Person, other than stock or other equity interests having
such power only by reason of the happening of a contingency.

         "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of
ERISA.

         "Wholly-owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity interests are owned by the Borrower and/or
one or more Wholly-owned Subsidiaries within the meaning of this definition.

         Section 5.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof", "herein", and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois, time unless otherwise specifically provided. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the
specific provisions of this Agreement.

         Section 5.3. Change in Accounting Principles. If, after the date of
this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements referred to in Section 6.5 hereof and
such change shall result in a change in the method of calculation of any
financial covenant, standard or term found in this Agreement, either the
Borrower or the Required Lenders may by notice to the Lenders and the Borrower,
respectively, require that the Lenders and the Borrower negotiate in good faith
to amend such covenants, standards, and term so as equitably to reflect such
change in accounting principles, with the desired result being that the criteria
for evaluating the financial condition of the Borrower and its Subsidiaries
shall be the same as if such change had not been made. No delay by the Borrower
or the Required Lenders in requiring such negotiation shall limit their right to
so require such a negotiation at any time after such a change in accounting
principles. Until any such covenant, standard, or term is amended in accordance
with this Section 5.3, financial covenants shall be computed and determined in
accordance with GAAP in effect prior to such change in accounting principles.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Administrative Agent and
the Lenders as follows:

         Section 6.1. Organization and Qualification. The Borrower is duly
organized, validly existing, and in active status as a corporation under the
laws of the State of Wisconsin, has full and adequate power to own its Property
and conduct its business as now conducted, and is duly licensed or qualified and
in good standing in each jurisdiction in which the nature of the business
conducted by it or the nature of the Property owned or leased by it requires
such licensing or qualifying, except where the failure to do so would not have a
Material Adverse Effect.



                                      -35-
<PAGE>
         Section 6.2. Subsidiaries. Each Subsidiary is duly organized, validly
existing, and in good standing under the laws of the jurisdiction in which it is
organized, has full and adequate power to own its Property and conduct its
business as now conducted, and is duly licensed or qualified and in good
standing (or other comparable status) in each jurisdiction in which the nature
of the business conducted by it or the nature of the Property owned or leased by
it requires such licensing or qualifying, except where the failure to do so
would not have a Material Adverse Effect. Schedule 6.2 hereto identifies each
Subsidiary, the jurisdiction of its organization, the percentage of issued and
outstanding shares of each class of its capital stock or other equity interests
owned by the Borrower and the other Subsidiaries and, if such percentage is not
100% (excluding directors' qualifying shares as required by law), a description
of each class of its authorized capital stock and other equity interests and the
number of shares of each class issued and outstanding. All of the outstanding
shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable (except as
provided in Wisconsin Statutes Sect. 180.0622(b) as judicially interpreted) and
all such shares and other equity interests indicated on Schedule 6.2 as owned by
the Borrower or another Subsidiary are owned, beneficially and of record, by the
Borrower or such Subsidiary free and clear of all Liens other than the Liens
granted in favor of the Administrative Agent pursuant to the Collateral
Documents. There are no outstanding commitments or other obligations of any
Subsidiary to issue, and no options, warrants or other rights of any Person to
acquire, any shares of any class of capital stock or other equity interests of
any Subsidiary.

         Section 6.3. Authority and Validity of Obligations. The Borrower has
full right and authority to enter into this Agreement and the other Loan
Documents executed by it, to make the borrowings herein provided for, to issue
its Notes in evidence thereof, to grant to the Administrative Agent the Liens
described in the Collateral Documents executed by the Borrower, and to perform
all of its obligations hereunder and under the other Loan Documents executed by
it. Each Subsidiary has full right and authority to enter into the Loan
Documents executed by it, to guarantee the Obligations, Hedging Liability, and
Funds Transfer and Deposit Account Liability, to grant to the Administrative
Agent the Liens described in the Collateral Documents executed by such Person,
and to perform all of its obligations under the Loan Documents executed by it.
The Loan Documents delivered by the Borrower and by each Subsidiary have been
duly authorized, executed, and delivered by such Person and constitute valid and
binding obligations of such Person enforceable against it in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law); and this
Agreement and the other Loan Documents do not, nor does the performance or
observance by the Borrower or any Subsidiary of any of the matters and things
herein or therein provided for, (a) contravene or constitute a default under any
provision of law or any judgment, injunction, order or decree binding upon the
Borrower or any Subsidiary or any provision of the organizational documents
(e.g., charter, certificate or articles of incorporation and by-laws,
certificate or articles of association and operating agreement, partnership
agreement, or other similar organizational documents) of the Borrower or any
Subsidiary, (b) contravene or constitute a default under any covenant, indenture
or agreement of or affecting the Borrower or any Subsidiary or any of its
Property, in each case where such contravention or default, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect,
or (c) result



                                      -36-
<PAGE>
in the creation or imposition of any Lien on any Property of the Borrower or any
Subsidiary other than the Liens granted in favor of the Administrative Agent
pursuant to the Collateral Documents.

         Section 6.4. Use of Proceeds; Margin Stock. The Borrower shall use the
proceeds of the Revolving Credit for its general working capital purposes and
for such other legal and proper purposes as are consistent with all applicable
laws. Neither the Borrower nor any Subsidiary is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan or any other extension of
credit made hereunder will be used to purchase or carry any such margin stock or
to extend credit to others for the purpose of purchasing or carrying any such
margin stock. Margin stock (as hereinabove defined) constitutes less than 25% of
the assets of the Borrower and its Subsidiaries which are subject to any
limitation on sale, pledge or other restriction hereunder.

         Section 6.5. Financial Reports. The consolidated balance sheet of the
Borrower and its Subsidiaries as at September 30, 2002, and the related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
PricewaterhouseCoopers LLP, independent public accountants, and the unaudited
interim consolidated balance sheet of the Borrower and its Subsidiaries as at
June 30, 2003, and the related consolidated statements of income, retained
earnings and cash flows of the Borrower and its Subsidiaries for the nine (9)
months then ended, heretofore furnished to the Administrative Agent and the
Lenders, fairly present in all material respects the consolidated financial
condition of the Borrower and its Subsidiaries as at said dates and the
consolidated results of their operations and cash flows for the periods then
ended in conformity with GAAP applied on a consistent basis. Neither the
Borrower nor any Subsidiary has contingent liabilities which are material to it
other than as indicated on such financial statements or, with respect to future
periods, on the financial statements furnished pursuant to Section 8.5 hereof.

         Section 6.6. No Material Adverse Change. Since June 30, 2003, there has
been no Material Adverse Effect.

         Section 6.7. Full Disclosure. The statements and information furnished
to the Administrative Agent and the Lenders in connection with the negotiation
of this Agreement and the other Loan Documents and the commitments by the
Lenders to provide all or part of the financing contemplated hereby do not, to
the knowledge of the Borrower after due investigation, contain any untrue
statements of a material fact or omit a material fact necessary to make the
material statements contained herein or therein not misleading, the
Administrative Agent and the Lenders acknowledging that as to any projections
furnished to the Administrative Agent and the Lenders, the Borrower only
represents that the same were prepared on the basis of information and estimates
the Borrower believed to be reasonable.

         Section 6.8. Trademarks, Franchises, and Licenses. Except as set forth
on Schedule 6.8, the Borrower and its Subsidiaries own, possess, or have the
right to use all necessary patents, licenses, franchises, trademarks, trade
names, trade styles, copyrights, trade secrets, know how,




                                      -37-
<PAGE>
and confidential commercial and proprietary information to conduct their
businesses as now conducted, without known conflict with any patent, license,
franchise, trademark, trade name, trade style, copyright or other proprietary
right of any other Person.

         Section 6.9. Governmental Authority and Licensing. The Borrower and its
Subsidiaries have received all licenses, permits, and approvals of all federal,
state, and local governmental authorities, if any, necessary to conduct their
businesses, in each case where the failure to obtain or maintain the same could
reasonably be expected to have a Material Adverse Effect. No investigation or
proceeding which, if adversely determined, could reasonably be expected to
result in revocation or denial of any material license, permit or approval is
pending or, to the knowledge of the Borrower, threatened.

        Section 6.10. Good Title. The Borrower and its Subsidiaries have good
and defensible title (or valid leasehold interests) to their assets as reflected
on the most recent consolidated balance sheet of the Borrower and its
Subsidiaries furnished to the Administrative Agent and the Lenders (except for
sales of assets in the ordinary course of business), subject to no Liens other
than such as are permitted by Section 8.8 hereof.

        Section 6.11. Litigation and Other Controversies. There is no litigation
or governmental or arbitration proceeding or labor controversy pending, nor to
the knowledge of the Borrower threatened, against the Borrower or any Subsidiary
which if adversely determined, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

         Section 6.12. Taxes. All material tax returns required to be filed by
the Borrower or any Subsidiary in any jurisdiction have, in fact, been filed
("material tax returns" as used herein being understood to refer to returns in
connection with which the Borrower or any Subsidiary would be required to pay
taxes in excess of the amount set forth in clause (i), below), and all taxes,
assessments, fees, and other governmental charges upon the Borrower or any
Subsidiary or upon any of its Property, income or franchises, which are shown to
be due and payable in such returns, have been paid, except such taxes,
assessments, fees and governmental charges, if any (i) in an aggregate amount
not to exceed $25,000 at any one time and (ii) as are being contested in good
faith and by appropriate proceedings which prevent enforcement of the matter
under contest and as to which adequate reserves established in accordance with
GAAP have been provided. The Borrower does not know of any proposed additional
tax assessment against it or its Subsidiaries for which adequate provisions in
accordance with GAAP have not been made on their accounts. Adequate provisions
in accordance with GAAP for taxes on the books of the Borrower and each
Subsidiary have been made for all open years, and for its current fiscal period.

         Section 6.13. Approvals. No authorization, consent, license or
exemption from, or filing or registration with, any court or governmental
department, agency or instrumentality, nor any approval or consent of any other
Person, is or will be necessary to the valid execution, delivery or performance
by the Borrower or any Subsidiary of any Loan Document, except for such
approvals which have been obtained prior to the date of this Agreement and
remain in full force and effect.



                                      -38-
<PAGE>
        Section 6.14. Affiliate Transactions. Neither the Borrower nor any
Subsidiary is a party to any contracts or agreements with any of its Affiliates
(other than with Wholly-owned Subsidiaries which are Domestic Subsidiaries) on
terms and conditions which are less favorable to the Borrower or such Subsidiary
than would be usual and customary in similar contracts or agreements between
Persons not affiliated with each other.

        Section 6.15. Investment Company; Public Utility Holding Company.
Neither the Borrower nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

        Section 6.16. ERISA. The Borrower and each other member of its
Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the
Code to the extent applicable to it and has not incurred any liability to the
PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. Neither the Borrower nor any Subsidiary
has any contingent liabilities with respect to any post-retirement benefits
under a Welfare Plan, other than liability for continuation coverage described
in article 6 of Title I of ERISA.

         Section 6.17. Compliance with Laws. (a) The Borrower and its
Subsidiaries are in compliance with the requirements of all federal, state and
local laws, rules and regulations applicable to or pertaining to their Property
or business operations (including, without limitation, the Occupational Safety
and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws
and regulations establishing quality criteria and standards for air, water, land
and toxic or hazardous wastes and substances), where any such non-compliance,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (b) Without limiting the representations and warranties set forth in
Section 6.17(a) above, except for such matters, individually or in the
aggregate, which could not reasonably be expected to result in a Material
Adverse Effect, the Borrower represents and warrants that: (i) the Borrower and
its Subsidiaries, and each of the Premises, comply in all material respects with
all applicable Environmental Laws; (ii) the Borrower and its Subsidiaries have
obtained all governmental approvals required for their operations and each of
the Premises by any applicable Environmental Law; (iii) the Borrower and its
Subsidiaries have not, and the Borrower has no knowledge of any other Person who
has, caused any Release, threatened Release or disposal of any Hazardous
Material at, on, about, or off any of the Premises in any material quantity and,
to the knowledge of the Borrower, none of the Premises are adversely affected by
any Release, threatened Release or disposal of a Hazardous Material originating
or emanating from any other property; (iv) none of the Premises contain and have
contained any: (1) underground storage tank, (2) material amounts of asbestos
containing building material, (3) landfills or dumps, (4) hazardous waste
management facility as defined pursuant to RCRA or any comparable state law, or
(5) site on or nominated for the National Priority List promulgated pursuant to
CERCLA or any state remedial priority list promulgated or published pursuant to
any comparable state law; (v) the Borrower and its Subsidiaries have not used a
material quantity of any Hazardous Material and have conducted no Hazardous
Material Activity at any of the Premises; (vi) the




                                      -39-
<PAGE>
Borrower and its Subsidiaries have no material liability for response or
corrective action, natural resource damage or other harm pursuant to CERCLA,
RCRA or any comparable state law; (vii) the Borrower and its Subsidiaries are
not subject to, have no notice or knowledge of and are not required to give any
notice of any Environmental Claim involving the Borrower or any Subsidiary or
any of the Premises, and there are no conditions or occurrences at any of the
Premises which could reasonably be anticipated to form the basis for an
Environmental Claim against the Borrower or any Subsidiary or such Premises;
(viii) none of the Premises are subject to any, and the Borrower has no
knowledge of any imminent restriction on the ownership, occupancy, use or
transferability of the Premises in connection with any (1) Environmental Law or
(2) Release, threatened Release or disposal of a Hazardous Material; and (ix)
there are no conditions or circumstances at any of the Premises which pose an
unreasonable risk to the environment or the health or safety of Persons.

         Section 6.18. Other Agreements. Neither the Borrower nor any Subsidiary
is in default under the terms of any covenant, indenture or agreement of or
affecting such Person or any of its Property, which default if uncured could
reasonably be expected to have a Material Adverse Effect.

        Section 6.19. Solvency. The Borrower and its Subsidiaries are solvent,
able to pay their debts as they become due, and have sufficient capital to carry
on their business and all businesses in which they are about to engage.

         Section 6.20. No Default. No Default or Event of Default has occurred
and is continuing.

SECTION 7. CONDITIONS PRECEDENT.

         The obligation of each Lender to advance, continue or convert any Loan
(other than the continuation of, or conversion into, a Base Rate Loan) or of the
L/C Issuer to issue, extend the expiration date (including by not giving notice
of non-renewal) of or increase the amount of any Letter of Credit under this
Agreement, shall be subject to the following conditions precedent:

         Section 7.1. All Credit Events. At the time of each Credit Event
hereunder:

                   (a) each of the representations and warranties set forth
         herein and in the other Loan Documents shall be and remain true and
         correct as of said time, except to the extent the same expressly relate
         to an earlier date;

                   (b) the Borrower and each Subsidiary shall be in compliance
         with all of the terms and conditions hereof and of the other Loan
         Documents, and no Default or Event of Default shall have occurred and
         be continuing or would occur as a result of such Credit Event;

                   (c) in the case of a Borrowing the Administrative Agent shall
         have received the notice required by Section 1.5 hereof, in the case of
         the issuance of any Letter of Credit the L/C Issuer shall have received
         a duly completed Application for such Letter of Credit together with
         any fees called for by Section 2.1 hereof, and, in the case of an



                                      -40-
<PAGE>
         extension or increase in the amount of a Letter of Credit, a written
         request therefor in a form acceptable to the L/C Issuer together with
         fees called for by Section 2.1 hereof; and

                   (d) such Credit Event shall not violate any order, judgment
         or decree of any court or other authority or any provision of law or
         regulation applicable to the Administrative Agent, the L/C Issuer, or
         any Lender (including, without limitation, Regulation U of the Board of
         Governors of the Federal Reserve System) as then in effect.

         Each request for a Borrowing hereunder and each request for the
issuance of, increase in the amount of, or extension of the expiration date of,
a Letter of Credit shall be deemed to be a representation and warranty by the
Borrower on the date of such Credit Event as to the facts specified in
subsections (a) through (c), both inclusive, of this Section.

         Section 7.2. Initial Credit Event. Before or concurrently with the
initial Credit Event:

                  (a) the Administrative Agent shall have received for each
         Lender this Agreement duly executed by the Borrower and its
         Subsidiaries, as Guarantors, and the Lenders;

                  (b) the Administrative Agent shall have received for each
         Lender such Lender's duly executed Notes of the Borrower dated the date
         hereof and otherwise in compliance with the provisions of Section 1.10
         hereof;

                  (c) the Administrative Agent shall have received the Pledge
         Agreement and the Security Agreement duly executed by the Borrower and
         its Domestic Subsidiaries, together with (i) original stock
         certificates or other similar instruments or securities representing
         65% of the issued and outstanding shares of capital stock or other
         equity interests in each first-tier Foreign Subsidiary as of the
         Closing Date, (ii) stock powers for the Collateral consisting of the
         stock or other equity interest in each first-tier Foreign Subsidiary
         executed in blank and undated, and (iii) UCC financing statements to be
         filed against the Borrower and each Domestic Subsidiary, as debtor, in
         favor of the Administrative Agent, as secured party;

                  (d) the Administrative Agent shall have received evidence of
         insurance required to be maintained under the Loan Documents, naming
         the Administrative Agent as loss payee and additional insured;

                  (e) the Administrative Agent shall have received for each
         Lender copies of the Borrower's and each Domestic Subsidiary's articles
         of incorporation and bylaws (or comparable organizational documents)
         and any amendments thereto, certified in each instance by its Secretary
         or Assistant Secretary;

                  (f) the Administrative Agent shall have received for each
         Lender copies of resolutions of the Borrower's and each Domestic
         Subsidiary's Board of Directors (or similar governing body) authorizing
         the execution, delivery and performance of this Agreement and the other
         Loan Documents to which it is a party and the consummation of





                                      -41-
<PAGE>
         the transactions contemplated hereby and thereby, together with
         specimen signatures of the persons authorized to execute such documents
         on the Borrower's and each Domestic Subsidiary's behalf, all certified
         in each instance by its Secretary or Assistant Secretary;

                   (g) the Administrative Agent shall have received for each
         Lender copies of the certificates of good standing (or comparable
         status) for the Borrower and each Domestic Subsidiary (dated no earlier
         than thirty (30) days prior to the date hereof) from the office of the
         secretary of the state of its incorporation or organization and of each
         state in which it is qualified to do business as a foreign corporation
         or organization;

                  (h) the Administrative Agent shall have received for each
         Lender a list of the Borrower's Authorized Representatives;

                  (i) the Administrative Agent shall have received for itself
         and for the Lenders the initial fees called for by Section 2.1 hereof;

                  (j) each Lender shall have received such evaluations and
         certifications as it may reasonably require in order to satisfy itself
         as to the value of the Collateral, the financial condition of the
         Borrower and its Subsidiaries, and the lack of material contingent
         liabilities of the Borrower and its Subsidiaries;

                  (k) the Administrative Agent shall have received financing
         statement, tax, and judgment lien search results against the Property
         of the Borrower and each Domestic Subsidiary evidencing the absence of
         Liens on its Property except as permitted by Section 8.8 hereof;

                  (l) the Administrative Agent shall have received pay-off and
         lien release letters from secured creditors of the Borrower and each
         Subsidiary (including, without limitation, the parties to the
         Receivables Purchase Agreement) setting forth, among other things, the
         total amount of indebtedness outstanding and owing to them (or
         outstanding letters of credit issued for the account of the Borrower or
         any Subsidiary) and containing an undertaking to cause to be delivered
         to the Administrative Agent UCC termination statements and any other
         lien release instruments necessary to release their Liens on the assets
         of the Borrower and each Subsidiary, which pay-off and lien release
         letters shall be in form and substance acceptable to the Administrative
         Agent, and the obligations under the Receivables Purchase Agreement
         shall be repaid in full and the Receivables Purchase Agreement shall be
         cancelled;

                  (m) the Administrative Agent shall have received for each
         Lender the favorable written opinion of counsel to the Borrower and
         each Domestic Subsidiary, in form and substance satisfactory to the
         Administrative Agent;

                  (n) the Administrative Agent shall have received for each
         Lender the historical financial audits, the interim financial
         statements and the three-year projections of the Borrower, each in form
         and substance satisfactory to the Administrative Agent; and



                                      -42-
<PAGE>
                  (o) the Administrative Agent shall have received for the
         account of the Lenders such other agreements, instruments, documents,
         certificates, and opinions as the Administrative Agent may reasonably
         request.

SECTION 8. COVENANTS.

         The Borrower agrees that, so long as any credit is available to or in
use by the Borrower hereunder, except to the extent compliance in any case or
cases is waived in writing pursuant to the terms of Section 13.13 hereof:

         Section 8.1. Maintenance of Business. The Borrower shall, and shall
cause each Subsidiary to, preserve and maintain its existence, except as
otherwise provided in Section 8.10(c) hereof. The Borrower shall, and shall
cause each Subsidiary to, preserve and keep in force and effect all licenses,
permits, franchises, approvals, patents, trademarks, trade names, trade styles,
copyrights, and other proprietary rights necessary to the proper conduct of its
business where the failure to do so could reasonably be expected to have a
Material Adverse Effect.

         Section 8.2. Maintenance of Properties. The Borrower shall, and shall
cause each Subsidiary to, maintain, preserve, and keep its property, plant, and
equipment in good repair, working order and condition (ordinary wear and tear
excepted), and shall from time to time make all needful and proper repairs,
renewals, replacements, additions, and betterments thereto so that at all times
the efficiency thereof shall be fully preserved and maintained, except to the
extent that, in the reasonable business judgment of such Person, any such
Property is no longer necessary for the proper conduct of the business of such
Person.

         Section 8.3. Taxes and Assessments. The Borrower shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees, and governmental charges upon or against it or its
Property, in each case before the same become delinquent and before penalties
accrue thereon except for taxes, rates, assessments, fees and governmental
charges (i) not to exceed $25,000 in the aggregate at any one time and (ii)
which are being contested in good faith and by appropriate proceedings which
prevent enforcement of the matter under contest and adequate reserves are
provided therefor.

         Section 8.4. Insurance. The Borrower shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Borrower shall insure, and shall cause each Subsidiary to
insure, such other hazards and risks (including, without limitation, business
interruption, employers' and public liability risks) with good and responsible
insurance companies as and to the extent usually insured by Persons similarly
situated and conducting similar businesses. The Borrower shall in any event
maintain, and cause each Subsidiary to maintain, insurance on the Collateral to
the extent required by the Collateral Documents. The Borrower shall, upon the
request of the Administrative Agent,




                                      -43-
<PAGE>
furnish to the Administrative Agent and the Lenders a certificate setting forth
in summary form the nature and extent of the insurance maintained pursuant to
this Section.

         Section 8.5. Financial Reports. The Borrower shall, and shall cause
each Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and shall furnish to the Administrative Agent, each Lender and each of
their duly authorized representatives such information respecting the business
and financial condition of the Borrower and each Subsidiary as the
Administrative Agent or such Lender may reasonably request; and without any
request, shall furnish to the Administrative Agent and the Lenders:

                  (a) as soon as available at all times after the Borrowing Base
         Condition has occurred, and in any event within 30 days after the last
         day of each calendar month at all times after the Borrowing Base
         Condition has occurred, a Borrowing Base Certificate showing the
         computation of the Borrowing Base in reasonable detail as of the close
         of business on the last day of such month, together with an accounts
         receivable and accounts payable aging, prepared by the Borrower and
         certified to by its chief financial officer or another officer of the
         Borrower acceptable to the Administrative Agent;

                  (b) as soon as available, and in any event within thirty (30)
         days after the last day of each calendar month, a copy of the
         consolidated and consolidating balance sheet of the Borrower and its
         Subsidiaries as of the last day of such month and the consolidated and
         consolidating statements of income, retained earnings, and cash flows
         of the Borrower and its Subsidiaries for the month and for the fiscal
         year-to-date period then ended, each in reasonable detail showing in
         comparative form the figures for the corresponding date and period in
         the previous fiscal year, prepared by the Borrower in accordance with
         GAAP (subject to the absence of footnote disclosures and year-end audit
         adjustments) and certified to by its chief financial officer or another
         officer of the Borrower acceptable to the Administrative Agent;

                  (c) as soon as available, and in any event within forty-five
         (45) days after the close of each fiscal quarter of each fiscal year of
         the Borrower, a copy of the consolidated and consolidating balance
         sheet of the Borrower and its Subsidiaries as of the last day of such
         fiscal quarter and the consolidated and consolidating statements of
         income, retained earnings, and cash flows of the Borrower and its
         Subsidiaries for the fiscal quarter and for the fiscal year-to-date
         period then ended, each in reasonable detail showing in comparative
         form the figures for the corresponding date and period in the previous
         fiscal year, prepared by the Borrower in accordance with GAAP (subject
         to the absence of footnote disclosures and year-end audit adjustments)
         and certified to by its chief financial officer or another officer of
         the Borrower acceptable to the Administrative Agent;

                  (d) as soon as available, and in any event within ninety (90)
         days after the close of each fiscal year of the Borrower, a copy of the
         consolidated and consolidating balance sheet of the Borrower and its
         Subsidiaries as of the last day of the fiscal year then ended and the
         consolidated and consolidating statements of income, retained earnings,
         and cash flows of the Borrower and its Subsidiaries for the fiscal year
         then ended, and accompanying notes thereto, each in reasonable detail
         showing in comparative form the





                                      -44-
<PAGE>
         figures for the previous fiscal year, accompanied in the case of the
         consolidated financial statements by an unqualified opinion of
         PricewaterhouseCoopers LLP or another firm of independent public
         accountants of recognized national standing, selected by the Borrower
         and reasonably satisfactory to the Administrative Agent and the
         Required Lenders, to the effect that the consolidated financial
         statements have been prepared in accordance with GAAP and present
         fairly in accordance with GAAP the consolidated financial condition of
         the Borrower and its Subsidiaries as of the close of such fiscal year
         and the results of their operations and cash flows for the fiscal year
         then ended and that an examination of such accounts in connection with
         such financial statements has been made in accordance with generally
         accepted auditing standards;

                  (e) promptly after receipt thereof, any additional written
         reports, management letters or other detailed information contained in
         writing concerning significant aspects of the Borrower's or any
         Subsidiary's operations and financial affairs given to it by its
         independent public accountants;

                  (f) promptly after the sending or filing thereof, copies of
         each financial statement, report, notice or proxy statement sent by the
         Borrower or any Subsidiary to its stockholders or other equity holders,
         and copies of each regular, periodic or special report, registration
         statement or prospectus (including all Form 10-K, Form 10-Q and Form
         8-K reports) filed by the Borrower or any Subsidiary with any
         securities exchange or the Securities and Exchange Commission or any
         successor agency;

                  (g) as soon as available, and in any event within thirty (30)
         days after the beginning of each fiscal year of the Borrower, a copy of
         the Borrower's consolidated and consolidating operating budget for such
         fiscal year, such operating budget to show the Borrower's projected
         consolidated and consolidating revenues, expenses and balance sheet on
         a month-by-month basis, such operating budget to be in reasonable
         detail prepared by the Borrower and in form satisfactory to the
         Administrative Agent and the Required Lenders (which shall include a
         summary of all assumptions made in preparing such operating budget);

                  (h) notice of any Change of Control;

                  (i) promptly after knowledge thereof shall have come to the
         attention of any responsible officer of the Borrower, written notice of
         any threatened or pending litigation or governmental or arbitration
         proceeding or labor controversy against the Borrower or any Subsidiary
         which, if adversely determined, could reasonably be expected to have a
         Material Adverse Effect or of the occurrence of any Default or Event of
         Default hereunder; and

                  (j) with each of the financial statements furnished to the
         Lenders pursuant to subsections (c) and (d) above, a written
         certificate in the form attached hereto as Exhibit F signed by the
         chief financial officer of the Borrower or another officer of the
         Borrower acceptable to the Administrative Agent to the effect that to
         the best of such officer's knowledge and belief no Default or Event of
         Default has occurred during the



                                      -45-
<PAGE>

         period covered by such statements or, if any such Default or Event of
         Default has occurred during such period, setting forth a description of
         such Default or Event of Default and specifying the action, if any,
         taken by the Borrower or any Subsidiary to remedy the same. Such
         certificate shall also set forth the calculations supporting such
         statements in respect of Section 8.21 hereof.

         Section 8.6. Inspection. The Borrower shall, and shall cause each
Subsidiary to, permit the Administrative Agent, each Lender, and each of their
duly authorized representatives and agents to visit and inspect any of its
Property, corporate books, and financial records, to examine and make copies of
its books of accounts and other financial records, and to discuss its affairs,
finances, and accounts with, and to be advised as to the same by, its officers,
employees and independent public accountants (and by this provision the Borrower
hereby authorizes such accountants to discuss with the Administrative Agent and
such Lenders the finances and affairs of the Borrower and its Subsidiaries) at
such reasonable times and intervals as the Administrative Agent or any such
Lender may designate and, so long as no Default or Event of Default exists, with
reasonable prior notice to the Borrower.

         Section 8.7. Borrowings and Guaranties. The Borrower shall not, nor
shall it permit any Subsidiary to, issue, incur, assume, create or have
outstanding any Indebtedness for Borrowed Money, or be or become liable as
endorser, guarantor, surety or otherwise for any debt, obligation or undertaking
of any other Person, or otherwise agree to provide funds for payment of the
obligations of another, or supply funds thereto or invest therein or otherwise
assure a creditor of another against loss, or apply for or become liable to the
issuer of a letter of credit which supports an obligation of another, or
subordinate any claim or demand it may have to the claim or demand of any other
Person; provided, however, that the foregoing shall not restrict nor operate to
prevent:

                  (a) the Obligations, Hedging Liability, and Funds Transfer and
         Deposit Account Liability of the Borrower and its Subsidiaries owing to
         the Administrative Agent and the Lenders (and their Affiliates);

                  (b) purchase money indebtedness and Capitalized Lease
         Obligations of the Borrower and its Subsidiaries in an amount not to
         exceed $40,000,000 in the aggregate at any one time outstanding;

                  (c) obligations of the Borrower arising out of interest rate,
         foreign currency, and commodity hedging agreements entered into with
         financial institutions in the ordinary course of business;

                  (d) endorsement of items for deposit or collection of
         commercial paper received in the ordinary course of business;

                  (e) indebtedness from time to time owing by any Subsidiary to
         the Borrower;

                  (f) indebtedness secured by Liens permitted by Section 8.8(h)
         hereof;

                                      -46-
<PAGE>

                  (g) unsecured indebtedness of the Borrower and its
         Subsidiaries not otherwise permitted by this Section in an amount not
         to exceed $5,000,000 in the aggregate at any one time outstanding; and

                  (h) guarantees existing on the Closing Date and listed on
         Schedule 8.7 hereto.

         Section 8.8. Liens. The Borrower shall not, nor shall it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any
Property owned by any such Person; provided, however, that the foregoing shall
not apply to nor operate to prevent:

                  (a) Liens arising by statute in connection with worker's
         compensation, unemployment insurance, old age benefits, social security
         obligations, taxes, assessments, statutory obligations or other similar
         charges (other than Liens arising under ERISA), good faith cash
         deposits in connection with tenders, contracts or leases to which the
         Borrower or any Subsidiary is a party or other cash deposits required
         to be made in the ordinary course of business, provided in each case
         that the obligation is not for borrowed money and that the obligation
         secured is not overdue or, if overdue, is being contested in good faith
         by appropriate proceedings which prevent enforcement of the matter
         under contest and adequate reserves have been established therefor;

                  (b) mechanics', workmen's, materialmen's, landlords',
         carriers' or other similar Liens arising in the ordinary course of
         business with respect to obligations which are not due or which are
         being contested in good faith by appropriate proceedings which prevent
         enforcement of the matter under contest;

                  (c) judgment liens and judicial attachment liens not
         constituting an Event of Default under Section 9.1(g) hereof and the
         pledge of assets for the purpose of securing an appeal, stay or
         discharge in the course of any legal proceeding, provided that the
         aggregate amount of such judgment liens and attachments and liabilities
         of the Borrower and its Subsidiaries secured by a pledge of assets
         permitted under this subsection, including interest and penalties
         thereon, if any, shall not be in excess of $2,500,000 at any one time
         outstanding;

                  (d) Liens on equipment of the Borrower or any Subsidiary
         created solely for the purpose of securing indebtedness permitted by
         Section 8.7(b) hereof, representing or incurred to finance the purchase
         price of such Property, provided that no such Lien shall extend to or
         cover other Property of the Borrower or such Subsidiary other than the
         respective Property so acquired, and the principal amount of
         indebtedness secured by any such Lien shall at no time exceed the
         purchase price of such Property, as reduced by repayments of principal
         thereon;

                  (e) any interest or title of a lessor under any Operating
         Lease;

                  (f) easements, rights-of-way, restrictions, and other similar
         encumbrances against real property incurred in the ordinary course of
         business which, in the aggregate, are not substantial in amount and
         which do not materially detract from the value of the




                                      -47-
<PAGE>
         Property subject thereto or materially interfere with the ordinary
         conduct of the business of the Borrower or any Subsidiary;

                  (g) the Liens granted in favor of the Administrative Agent
         pursuant to the Collateral Documents;

                  (h) Liens not otherwise permitted by this Section securing
         indebtedness in an amount not to exceed $10,000,000 in the aggregate at
         any one time outstanding, provided that the value of the Property
         encumbered by such Liens may not exceed $10,000,000 at any time;

                  (i) Liens in the nature of licenses that arise in the ordinary
         course of business and consistent with past practice of the Borrower
         and its Subsidiaries; and

                  (j) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any Lien
         referred to in the foregoing clauses; provided that such extension,
         renewal or replacement Lien shall be limited to all or a part of the
         Property which secured the Lien so extended, renewed or replaced, and
         the allowance of such extension, renewal and replacement Liens pursuant
         to this clause (j) shall not be understood to increase the maximum
         amounts described in the foregoing clauses (c) and (h).

         Section 8.9. Investments, Acquisitions, Loans and Advances. The
Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly, make, retain or have outstanding any investments (whether through
purchase of stock or obligations or otherwise) in, or loans or advances to
(other than for travel advances and other similar cash advances made to
employees in the ordinary course of business), any other Person, or acquire all
or any substantial part of the assets or business of any other Person or
division thereof; provided, however, that the foregoing shall not apply to nor
operate to prevent:

                  (a) investments in direct obligations of the United States of
         America or of any agency or instrumentality thereof whose obligations
         constitute full faith and credit obligations of the United States of
         America, provided that any such obligations shall mature within one
         year of the date of issuance thereof;

                  (b) investments in commercial paper rated at least P-1 by
         Moody's and at least A-1 by S&P maturing within one year of the date of
         issuance thereof;

                  (c) investments in certificates of deposit issued by any
         Lender or by any United States commercial bank having capital and
         surplus of not less than $100,000,000 which have a maturity of one year
         or less;

                  (d) investments in repurchase obligations with a term of not
         more than seven (7) days for underlying securities of the types
         described in subsection (a) above entered into with any bank meeting
         the qualifications specified in subsection (c) above, provided



                                      -48-
<PAGE>
         all such agreements require physical delivery of the securities
         securing such repurchase agreement, except those delivered through the
         Federal Reserve Book Entry System;

                  (e) investments in money market funds that invest solely, and
         which are restricted by their respective charters to invest solely, in
         investments of the type described in the immediately preceding
         subsections (a), (b), (c), and (d) above;

                  (f) the Borrower's investments from time to time in its
         Subsidiaries, and investments made from time to time by a Subsidiary in
         or more of its Subsidiaries;

                  (g) intercompany advances made from time to time by the
         Borrower to its Subsidiaries in the ordinary course of business to
         finance working capital needs;

                  (h) Permitted Acquisitions; and

                  (i) other investments, loans, and advances in addition to
         those otherwise permitted by this Section in an amount not to exceed
         $5,000,000 in the aggregate at any one time outstanding.

In determining the amount of investments, acquisitions, loans, and advances
permitted under this Section, investments and acquisitions shall always be taken
at the original cost thereof (regardless of any subsequent appreciation or
depreciation therein), and loans and advances shall be taken at the principal
amount thereof then remaining unpaid.

        Section 8.10. Mergers, Consolidations and Sales. The Borrower shall not,
nor shall it permit any Subsidiary to, be a party to any merger or
consolidation, or sell, transfer, lease or otherwise dispose of all or any part
of its Property, including any disposition of Property as part of a sale and
leaseback transaction, or in any event sell or discount (with or without
recourse) any of its notes or accounts receivable; provided, however, that so
long as no Default or Event of Default exists (except as otherwise permitted by
the Security Agreement) this Section shall not apply to nor operate to prevent:

                  (a) the sale or lease of inventory in the ordinary course of
         business;

                  (b) the sale, transfer, lease or other disposition of Property
         of the Borrower and its Subsidiaries to one another in the ordinary
         course of its business;

                  (c) the merger of any Subsidiary with and into the Borrower or
         any other Subsidiary, provided that, (i) in the case of any merger
         involving the Borrower, the Borrower is the corporation surviving the
         merger and (ii) no Domestic Subsidiary shall be permitted to merge into
         any Foreign Subsidiary;

                  (d) the sale of delinquent notes or accounts receivable in the
         ordinary course of business for purposes of collection only (and not
         for the purpose of any bulk sale or securitization transaction);

                                      -49-
<PAGE>
                  (e) the sale, transfer or other disposition of any tangible
         personal property that, in the reasonable business judgment of the
         Borrower or its Subsidiary, has become obsolete or worn out, and which
         is disposed of in the ordinary course of business; and

                  (f) the sale, transfer, lease or other disposition of Property
         of the Borrower or any Subsidiary (including any disposition of
         Property as part of a sale and leaseback transaction) aggregating for
         the Borrower and its Subsidiaries not more than $10,000,000 during any
         fiscal year of the Borrower.

         Section 8.11. Maintenance of Subsidiaries. The Borrower shall not
assign, sell or transfer, nor shall it permit any Subsidiary to issue, assign,
sell or transfer, any shares of capital stock or other equity interests of a
Subsidiary; provided, however, that the foregoing shall not operate to prevent
(a) Liens on the capital stock or other equity interests of Subsidiaries granted
to the Administrative Agent pursuant to the Collateral Documents, (b) the
issuance, sale, and transfer to any person of any shares of capital stock of a
Subsidiary solely for the purpose of qualifying, and to the extent legally
necessary to qualify, such person as a director of such Subsidiary, and (c) any
transaction permitted by Section 8.10(c) above.

         Section 8.12. Dividends and Certain Other Restricted Payments. The
Borrower shall not, nor shall it permit any Subsidiary to, (a) declare or pay
any dividends on or make any other distributions in respect of any class or
series of its capital stock or other equity interests or (b) directly or
indirectly purchase, redeem, or otherwise acquire or retire any of its capital
stock or other equity interests or any warrants, options, or similar instruments
to acquire the same; provided, however, that the foregoing shall not operate to
prevent (i) the making of dividends or distributions by any Subsidiary to the
Borrower or (ii) the declaration or payment of dividends by the Borrower,
provided that no Default or Event of Default exists or would be caused thereby.

         Section 8.13. ERISA. The Borrower shall, and shall cause each
Subsidiary to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed could
reasonably be expected to result in the imposition of a Lien against any of its
Property. The Borrower shall, and shall cause each Subsidiary to, promptly
notify the Administrative Agent and each Lender of: (a) the occurrence of any
reportable event (as defined in ERISA) with respect to a Plan, (b) receipt of
any notice from the PBGC of its intention to seek termination of any Plan or
appointment of a trustee therefor, (c) its intention to terminate or withdraw
from any Plan, and (d) the occurrence of any event with respect to any Plan
which would result in the incurrence by the Borrower or any Subsidiary of any
liability, fine or penalty, or any increase in the contingent liability of the
Borrower or any Subsidiary with respect to any post-retirement Welfare Plan
benefit which, in any of the cases described in this clause (d), could
reasonably be expected to have a Material Adverse Effect.

         Section 8.14. Compliance with Laws. (a) The Borrower shall, and shall
cause each Subsidiary to, comply in all respects with the requirements of all
federal, state, and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to its Property or business operations, where any
such non-compliance, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect or result in a Lien upon any of its
Property other than a Lien permitted pursuant to Section 8.8 hereof.



                                      -50-
<PAGE>

         (b) Without limiting the agreements set forth in Section 8.14(a) above,
the Borrower shall, and shall cause each Subsidiary to, at all times, do the
following to the extent the failure to do so, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect: (i) comply in
all material respects with, and maintain each of the Premises in compliance in
all material respects with, all applicable Environmental Laws; (ii) require that
each tenant and subtenant, if any, of any of the Premises or any part thereof
comply in all material respects with all applicable Environmental Laws; (iii)
obtain and maintain in full force and effect all material governmental approvals
required by any applicable Environmental Law for operations at each of the
Premises; (iv) cure any material violation by it or at any of the Premises of
applicable Environmental Laws; (v) not allow the presence or operation at any of
the Premises of any (1) landfill or dump or (2) hazardous waste management
facility or solid waste disposal facility as defined pursuant to RCRA or any
comparable state law; (vi) not manufacture, use, generate, transport, treat,
store, release, dispose or handle any Hazardous Material at any of the Premises
except in the ordinary course of its business and in compliance with all
applicable Environmental Laws; (vii) within ten (10) Business Days notify the
Administrative Agent in writing of and provide any reasonably requested
documents upon learning of any of the following in connection with the Borrower
or any Subsidiary or any of the Premises: (1) any material liability for
response or corrective action, natural resource damage or other harm pursuant to
CERCLA, RCRA or any comparable state law; (2) any material Environmental Claim;
(3) any material violation of an Environmental Law or material Release,
threatened Release or disposal of a Hazardous Material; (4) any restriction on
the ownership, occupancy, use or transferability arising pursuant to any (x)
Release, threatened Release or disposal of a Hazardous Material or (y)
Environmental Law; or (5) any environmental, natural resource, health or safety
condition, which could reasonably be expected to have a Material Adverse Effect;
(viii) conduct at its expense any investigation, study, sampling, testing,
abatement, cleanup, removal, remediation or other response action necessary to
remove, remediate, clean up or abate any material Release, threatened Release or
disposal of a Hazardous Material as required by any applicable Environmental
Law, (ix) abide by and observe any restrictions on the use of the Premises
imposed by any governmental authority as set forth in a deed or other instrument
affecting the Borrower's or any Subsidiary's interest therein; (x) promptly
provide or otherwise make available to the Administrative Agent any reasonably
requested environmental record concerning the Premises which the Borrower or any
Subsidiary possesses or can reasonably obtain; and (xi) perform, satisfy, and
implement any operation or maintenance actions required by any governmental
authority or Environmental Law, or included in any no further action letter or
covenant not to sue issued by any governmental authority under any Environmental
Law.

        Section 8.15. Burdensome Contracts With Affiliates. The Borrower shall
not, nor shall it permit any Subsidiary to, enter into any contract, agreement
or business arrangement with any of its Affiliates (other than with Wholly-owned
Subsidiaries which are Domestic Subsidiaries) on terms and conditions which are
less favorable to the Borrower or such Subsidiary than would be usual and
customary in similar contracts, agreements or business arrangements between
Persons not affiliated with each other.

         Section 8.16. No Changes in Fiscal Year. The fiscal year of the
Borrower and its Subsidiaries ends on September 30 of each year; and the
Borrower shall not, nor shall it permit any Subsidiary to, change its fiscal
year from its present basis.

                                      -51-
<PAGE>
         Section 8.17. Formation of Subsidiaries. Promptly upon the formation or
acquisition of any Subsidiary, the Borrower shall provide the Administrative
Agent and the Lenders notice thereof and timely comply with the requirements of
Section 4 hereof (at which time Schedule 6.2 shall be deemed amended to include
reference to such Subsidiary). The Borrower shall not allow Plexus Technology
Group, Limited to have any assets or engage in any business or activity other
than entering into a proceeding to dissolve under applicable law.

        Section 8.18. Change in the Nature of Business. The Borrower shall not,
nor shall it permit any Subsidiary to, engage in any business or activity if as
a result the general nature of the business of the Borrower or any Subsidiary
would be changed in any material respect from the general nature of the business
engaged in by it as of the Closing Date.

         Section 8.19. Use of Loan Proceeds. The Borrower shall use the credit
extended under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 6.4 hereof.

         Section 8.20. No Restrictions. Except as provided herein, the Borrower
shall not, nor shall it permit any Subsidiary to, directly or indirectly create
or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of the Borrower or any
Subsidiary to: (a) pay dividends or make any other distribution on any
Subsidiary's capital stock or other equity interests owned by the Borrower or
any other Subsidiary, (b) pay any indebtedness owed to the Borrower or any other
Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary,
(d) transfer any of its Property to the Borrower or any other Subsidiary or (e)
guarantee the Obligations and/or grant Liens on its assets to the Administrative
Agent as required by the Loan Documents.

         Section 8.21. Financial Covenants. (a) Total Leverage Ratio. As of the
last day of each fiscal quarter of the Borrower, the Borrower shall not permit
the Total Leverage Ratio to be greater than 0.35 to 1.0.

         (b) Minimum Cash and Marketable Securities. The Borrower shall, at all
times, maintain cash on hand in deposit accounts in United States commercial
banks and marketable United States domestic securities in certificated form or
in United States domestic brokerage accounts in an aggregate amount of not less
than $40,000,000.

         (c) Tangible Net Worth. The Borrower shall, at all times, maintain
Tangible Net Worth in an amount not less than the sum of (i) $245,000,000 and
(ii) 50% of Net Income (if positive) for each fiscal quarter of the Borrower
ending on or after December 31, 2003 (without deduction for losses).

         (d) Minimum Adjusted EBITDA. As of the last day of each fiscal quarter
of the Borrower set forth below, the Borrower shall have earned Adjusted EBITDA
for such period then ended in an amount not less than the following:




                                      -52-
<PAGE>
<TABLE>
<CAPTION>
                                                       MINIMUM ADJUSTED EBITDA
                      FISCAL PERIOD:                    SHALL NOT BE LESS THAN

<S>                                                    <C>
                   fiscal quarter ending                              $0
                    September 30, 2003

                   fiscal quarter ending                      $2,500,000
                     December 31, 2003

              two consecutive fiscal quarters                 $5,000,000
                   ending March 31, 2004

                 three consecutive fiscal                     $7,500,000
               quarters ending June 30, 2004

                  four consecutive fiscal                    $10,000,000
               quarters ending September 30,
               2004 and each fiscal quarter
                     ending thereafter
</TABLE>

         (e) Maximum Rentals. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, create, incur or suffer to exist obligations for fixed
rentals or other consideration payable under Operating Leases during any fiscal
year in the aggregate for the Borrower and its Subsidiaries in excess of
$24,000,000.

SECTION 9. EVENTS OF DEFAULT AND REMEDIES.

         Section 9.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default" hereunder:

                   (a) default (i) in the payment when due of all or any part of
         the principal of any Note (whether at the stated maturity thereof or at
         any other time provided for in this Agreement) or of any Reimbursement
         Obligation or (ii) for a period of five (5) Business Days in the
         payment of any interest or any fee or other Obligation payable
         hereunder or under any other Loan Document;

                   (b) default in the observance or performance of any covenant
         set forth in Sections 8.1, 8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.17,
         8.18 or 8.21 hereof or of any provision in any Loan Document dealing
         with the use, disposition or remittance of the proceeds of Collateral
         or requiring the maintenance of insurance thereon;

                   (c) default in the observance or performance of any other
         provision hereof or of any other Loan Document which is not remedied
         within thirty (30) days after the earlier of (i) the date on which such
         failure shall first become known to any officer of the



                                      -53-
<PAGE>
         Borrower or (ii) written notice thereof is given to the Borrower by the
         Administrative Agent;

                   (d) any representation or warranty made herein or in any
         other Loan Document or in any certificate furnished to the
         Administrative Agent or the Lenders pursuant hereto or thereto or in
         connection with any transaction contemplated hereby or thereby proves
         untrue in any material respect as of the date of the issuance or making
         or deemed making thereof;

                   (e) any event occurs or condition exists (other than those
         described in subsections (a) through (d) above) which is specified as
         an event of default under any of the other Loan Documents, or any of
         the Loan Documents shall for any reason not be or shall cease to be in
         full force and effect or is declared to be null and void, or any of the
         Collateral Documents shall for any reason fail to create a valid and
         perfected first priority Lien in favor of the Administrative Agent in
         any Collateral purported to be covered thereby except as expressly
         permitted by the terms thereof, or any Subsidiary takes any action for
         the purpose of terminating, repudiating or rescinding any Loan Document
         executed by it or any of its obligations thereunder;

                   (f) default shall occur under any Indebtedness for Borrowed
         Money issued, assumed or guaranteed by the Borrower or any Subsidiary
         aggregating in excess of $5,000,000, or under any indenture, agreement
         or other instrument under which the same may be issued, and such
         default shall continue for a period of time sufficient to permit the
         acceleration of the maturity of any such Indebtedness for Borrowed
         Money (whether or not such maturity is in fact accelerated), or any
         such Indebtedness for Borrowed Money shall not be paid when due
         (whether by demand, lapse of time, acceleration or otherwise);

                   (g) any judgment or judgments, writ or writs or warrant or
         warrants of attachment, or any similar process or processes, shall be
         entered or filed against the Borrower or any Subsidiary, or against any
         of its Property, in an aggregate amount in excess of $5,000,000 (except
         to the extent fully covered by insurance pursuant to which the insurer
         has accepted liability therefor in writing), and which remains
         undischarged, unvacated, unbonded or unstayed for a period of thirty
         (30) days;

                   (h) the Borrower or any Subsidiary, or any member of its
         Controlled Group, shall fail to pay when due an amount or amounts
         aggregating in excess of $5,000,000 which it shall have become liable
         to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
         intent to terminate a Plan or Plans having aggregate Unfunded Vested
         Liabilities in excess of $5,000,000 (collectively, a "Material Plan")
         shall be filed under Title IV of ERISA by the Borrower or any
         Subsidiary, or any other member of its Controlled Group, any plan
         administrator or any combination of the foregoing; or the PBGC shall
         institute proceedings under Title IV of ERISA to terminate or to cause
         a trustee to be appointed to administer any Material Plan or a
         proceeding shall be instituted by a fiduciary of any Material Plan
         against the Borrower or any Subsidiary, or any member of its Controlled
         Group, to enforce Section 515 or 4219(c)(5) of ERISA and such
         proceeding shall not have been dismissed within thirty (30) days
         thereafter; or a condition


                                      -54-
<PAGE>
         shall exist by reason of which the PBGC would be entitled to obtain a
         decree adjudicating that any Material Plan must be terminated;

                   (i) any Change of Control shall occur;

                   (j) the Borrower or any Subsidiary shall (i) have entered
         involuntarily against it an order for relief under the United States
         Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
         inability to pay, its debts generally as they become due, (iii) make an
         assignment for the benefit of creditors, (iv) apply for, seek, consent
         to or acquiesce in, the appointment of a receiver, custodian, trustee,
         examiner, liquidator or similar official for it or any substantial part
         of its Property, (v) institute any proceeding seeking to have entered
         against it an order for relief under the United States Bankruptcy Code,
         as amended, to adjudicate it insolvent, or seeking dissolution, winding
         up, liquidation, reorganization, arrangement, adjustment or composition
         of it or its debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors or fail to file an answer or other
         pleading denying the material allegations of any such proceeding filed
         against it, (vi) take any action in furtherance of any matter described
         in parts (i) through (v) above, or (vii) fail to contest in good faith
         any appointment or proceeding described in Section 9.1(k) hereof; or

                   (k) a custodian, receiver, trustee, examiner, liquidator or
         similar official shall be appointed for the Borrower or any Subsidiary,
         or any substantial part of any of its Property, or a proceeding
         described in Section 9.1(j)(v) shall be instituted against the Borrower
         or any Subsidiary, and such appointment continues undischarged or such
         proceeding continues undismissed or unstayed for a period of sixty (60)
         days.

         Section 9.2. Non-Bankruptcy Defaults. When any Event of Default other
than those described in subsection (j) or (k) of Section 9.1 hereof has occurred
and is continuing, the Administrative Agent shall, by written notice to the
Borrower: (a) if so directed by the Required Lenders, terminate the remaining
Revolving Credit Commitments and all other obligations of the Lenders hereunder
on the date stated in such notice (which may be the date thereof); (b) if so
directed by the Required Lenders, declare the principal of and the accrued
interest on all outstanding Notes to be forthwith due and payable and thereupon
all outstanding Notes, including both principal and interest thereon, shall be
and become immediately due and payable together with all other amounts payable
under the Loan Documents without further demand, presentment, protest or notice
of any kind; and (c) if so directed by the Required Lenders, demand that the
Borrower immediately pay to the Administrative Agent the full amount then
available for drawing under each or any Letter of Credit, and the Borrower
agrees to immediately make such payment and acknowledges and agrees that the
Lenders would not have an adequate remedy at law for failure by the Borrower to
honor any such demand and that the Administrative Agent, for the benefit of the
Lenders, shall have the right to require the Borrower to specifically perform
such undertaking whether or not any drawings or other demands for payment have
been made under any Letter of Credit. The Administrative Agent, after giving
notice to the Borrower pursuant to Section 9.1(c) or this Section 9.2, shall
also promptly send a copy of such notice to the other Lenders, but the failure
to do so shall not impair or annul the effect of such notice.




                                      -55-
<PAGE>
         Section 9.3. Bankruptcy Defaults. When any Event of Default described
in subsections (j) or (k) of Section 9.1 hereof has occurred and is continuing,
then all outstanding Notes shall immediately become due and payable together
with all other amounts payable under the Loan Documents without presentment,
demand, protest or notice of any kind, the obligation of the Lenders to extend
further credit pursuant to any of the terms hereof shall immediately terminate
and the Borrower shall immediately pay to the Administrative Agent the full
amount then available for drawing under all outstanding Letters of Credit, the
Borrower acknowledging and agreeing that the Lenders would not have an adequate
remedy at law for failure by the Borrower to honor any such demand and that the
Lenders, and the Administrative Agent on their behalf, shall have the right to
require the Borrower to specifically perform such undertaking whether or not any
draws or other demands for payment have been made under any of the Letters of
Credit.

         Section 9.4. Collateral for Undrawn Letters of Credit. (a) If the
prepayment of the amount available for drawing under any or all outstanding
Letters of Credit is required under Section 1.8(b) or under Section 9.2 or 9.3
above, the Borrower shall forthwith pay the amount required to be so prepaid, to
be held by the Administrative Agent as provided in subsection (b) below.

         (b) All amounts prepaid pursuant to subsection (a) above shall be held
by the Administrative Agent in one or more separate collateral accounts (each
such account, and the credit balances, properties, and any investments from time
to time held therein, and any substitutions for such account, any certificate of
deposit or other instrument evidencing any of the foregoing and all proceeds of
and earnings on any of the foregoing being collectively called the "Collateral
Account") as security for, and for application by the Administrative Agent (to
the extent available) to, the reimbursement of any payment under any Letter of
Credit then or thereafter made by the Administrative Agent, and to the payment
of the unpaid balance of any other Obligations. The Collateral Account shall be
held in the name of and subject to the exclusive dominion and control of the
Administrative Agent for the benefit of the Administrative Agent, the Lenders,
and the L/C Issuer. If and when requested by the Borrower, the Administrative
Agent shall invest funds held in the Collateral Account from time to time in
direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America with a remaining
maturity of one year or less, provided that the Administrative Agent is
irrevocably authorized to sell investments held in the Collateral Account when
and as required to make payments out of the Collateral Account for application
to amounts due and owing from the Borrower to the L/C Issuer, the Administrative
Agent or the Lenders; provided, however, that if (i) the Borrower shall have
made payment of all such obligations referred to in subsection (a) above and
(ii) no Letters of Credit, Revolving Credit Commitments, Loans or other
Obligations remain outstanding hereunder, then the Administrative Agent shall
release to the Borrower any remaining amounts held in the Collateral Account.

         Section 9.5. Notice of Default. The Administrative Agent shall give
notice to the Borrower under Section 9.1(c) hereof promptly upon being requested
to do so by any Lender and shall thereupon notify all the Lenders thereof.




                                      -56-
<PAGE>
         Section 9.6. Expenses. The Borrower agrees to pay to the Administrative
Agent and each Lender, and any other holder of any Note outstanding hereunder,
all costs and expenses reasonably incurred or paid by the Administrative Agent
and such Lender or any such holder, including reasonable attorneys' fees and
court costs, in connection with any Default or Event of Default hereunder or in
connection with the enforcement of any of the Loan Documents (including all such
costs and expenses incurred in connection with any proceeding under the United
States Bankruptcy Code involving the Borrower or any Subsidiary as a debtor
thereunder).

SECTION 10. CHANGE IN CIRCUMSTANCES.

        Section 10.1. Change of Law. Notwithstanding any other provisions of
this Agreement or any Note, if at any time any change in applicable law or
regulation or in the interpretation thereof makes it unlawful for any Lender to
make or continue to maintain any Eurodollar Loans or to perform its obligations
as contemplated hereby, such Lender shall promptly give notice thereof to the
Borrower and such Lender's obligations to make or maintain Eurodollar Loans
under this Agreement shall be suspended until it is no longer unlawful for such
Lender to make or maintain Eurodollar Loans. The Borrower shall prepay on demand
the outstanding principal amount of any such affected Eurodollar Loans, together
with all interest accrued thereon and all other amounts then due and payable to
such Lender under this Agreement; provided, however, subject to all of the terms
and conditions of this Agreement, the Borrower may then elect to borrow the
principal amount of the affected Eurodollar Loans from such Lender by means of
Base Rate Loans from such Lender, which Base Rate Loans shall not be made
ratably by the Lenders but only from such affected Lender.

         Section 10.2. Unavailability of Deposits or Inability to Ascertain, or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:

                   (a) the Administrative Agent determines that deposits in U.S.
         Dollars (in the applicable amounts) are not being offered to it in the
         interbank eurodollar market for such Interest Period, or that by reason
         of circumstances affecting the interbank eurodollar market adequate and
         reasonable means do not exist for ascertaining the applicable LIBOR, or

                   (b) the Required Lenders advise the Administrative Agent that
         (i) LIBOR as determined by the Administrative Agent will not adequately
         and fairly reflect the cost to such Lenders of funding their Eurodollar
         Loans for such Interest Period or (ii) that the making or funding of
         Eurodollar Loans become impracticable,

then the Administrative Agent shall forthwith give notice thereof to the
Borrower and the Lenders, whereupon until the Administrative Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist,
the obligations of the Lenders to make Eurodollar Loans shall be suspended.




                                      -57-
<PAGE>
        Section 10.3. Increased Cost and Reduced Return. (a) If, on or after the
date hereof, the adoption of any applicable law, rule or regulation, or any
change therein, or any change 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 Lender (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency:

                   (i) shall subject any Lender (or its Lending Office) to any
         tax, duty or other charge with respect to its Eurodollar Loans, its
         Notes, its Letter(s) of Credit, or its participation in any thereof,
         any Reimbursement Obligations owed to it or its obligation to make
         Eurodollar Loans, issue a Letter of Credit, or to participate therein,
         or shall change the basis of taxation of payments to any Lender (or its
         Lending Office) of the principal of or interest on its Eurodollar
         Loans, Letter(s) of Credit, or participations therein or any other
         amounts due under this Agreement or any other Loan Document in respect
         of its Eurodollar Loans, Letter(s) of Credit, any participation
         therein, any Reimbursement Obligations owed to it, or its obligation to
         make Eurodollar Loans, or issue a Letter of Credit, or acquire
         participations therein (except for changes in the rate of tax on the
         overall net income of such Lender or its Lending Office imposed by the
         jurisdiction in which such Lender's principal executive office or
         Lending Office is located); or

                  (ii) shall impose, modify or deem applicable any reserve,
         special deposit or similar requirement (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System, but excluding with respect to any Eurodollar Loans any
         such requirement included in an applicable Eurodollar Reserve
         Percentage) against assets of, deposits with or for the account of, or
         credit extended by, any Lender (or its Lending Office) or shall impose
         on any Lender (or its Lending Office) or on the interbank market any
         other condition affecting its Eurodollar Loans, its Notes, its
         Letter(s) of Credit, or its participation in any thereof, any
         Reimbursement Obligation owed to it, or its obligation to make
         Eurodollar Loans, or to issue a Letter of Credit, or to participate
         therein;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Lending Office) of making or maintaining any Eurodollar Loan, issuing or
maintaining a Letter of Credit, or participating therein, or to reduce the
amount of any sum received or receivable by such Lender (or its Lending Office)
under this Agreement or under any other Loan Document with respect thereto, by
an amount deemed by such Lender in good faith to be material, then, within
fifteen (15) Business Days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall be obligated to pay to such Lender
such additional amount or amounts as will compensate such Lender for such
increased cost or reduction.

         (b) If, after the date hereof, any Lender or the Administrative Agent
shall have determined that the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change 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 Lender (or its Lending Office) or
any corporation




                                      -58-
<PAGE>
controlling such Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has had the effect of reducing the rate of return on such
Lender's or such corporation's capital as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time,
within fifteen (15) Business Days after demand by such Lender (with a copy to
the Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such reduction.

         (c) A certificate of a Lender claiming compensation under this Section
10.3 and setting forth in reasonable detail the additional amount or amounts to
be paid to it hereunder shall be conclusive if reasonably determined. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

        Section 10.4. Lending Offices. Each Lender may, at its option, elect to
make its Loans hereunder at the branch, office or affiliate specified on the
appropriate signature page hereof (each a "Lending Office") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
as it may from time to time elect and designate in a written notice to the
Borrower and the Administrative Agent. To the extent reasonably possible, a
Lender shall designate an alternative branch or funding office with respect to
its Eurodollar Loans to reduce any liability of the Borrower to such Lender
under Section 10.3 hereof or to avoid the unavailability of Eurodollar Loans
under Section 10.2 hereof, so long as such designation is not otherwise
disadvantageous to the Lender.

        Section 10.5. Discretion of Lender as to Manner of Funding.
Notwithstanding any other provision of this Agreement, each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans in any
manner it sees fit, it being understood, however, that for the purposes of this
Agreement all determinations hereunder with respect to Eurodollar Loans shall be
made as if each Lender had actually funded and maintained each Eurodollar Loan
through the purchase of deposits in the interbank eurodollar market having a
maturity corresponding to such Loan's Interest Period, and bearing an interest
rate equal to LIBOR for such Interest Period.

SECTION 11. THE ADMINISTRATIVE AGENT.

         Section 11.1. Appointment and Authorization of Administrative Agent.
Each Lender hereby appoints Harris Trust and Savings Bank as the Administrative
Agent under the Loan Documents and hereby authorizes the Administrative Agent to
take such action as Administrative Agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto. The Lenders expressly agree that the Administrative Agent is not acting
as a fiduciary of the Lenders in respect of the Loan Documents, the Borrower or
otherwise, and nothing herein or in any of the other Loan Documents shall result
in any duties or obligations on the Administrative Agent or any of the Lenders
except as expressly set forth herein.



                                      -59-
<PAGE>
        Section 11.2. Administrative Agent and its Affiliates. The
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any other Lender and may exercise or refrain
from exercising such rights and power as though it were not the Administrative
Agent, and the Administrative Agent and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with the Borrower or
any Affiliate of the Borrower as if it were not the Administrative Agent under
the Loan Documents. The term "Lender" as used herein and in all other Loan
Documents, unless the context otherwise clearly requires, includes the
Administrative Agent in its individual capacity as a Lender. References in
Section 1 hereof to the Administrative Agent's Loans, or to the amount owing to
the Administrative Agent for which an interest rate is being determined, refer
to the Administrative Agent in its individual capacity as a Lender.

         Section 11.3. Action by Administrative Agent. If the Administrative
Agent receives from the Borrower a written notice of an Event of Default
pursuant to Section 8.5 hereof, the Administrative Agent shall promptly give
each of the Lenders written notice thereof. The obligations of the
Administrative Agent under the Loan Documents are only those expressly set forth
therein. Without limiting the generality of the foregoing, the Administrative
Agent shall not be required to take any action hereunder with respect to any
Default or Event of Default, except as expressly provided in Sections 9.2 and
9.5. Upon the occurrence of an Event of Default, the Administrative Agent shall
take such action to enforce its Lien on the Collateral and to preserve and
protect the Collateral as may be directed by the Required Lenders. Unless and
until the Required Lenders give such direction, the Administrative Agent may
(but shall not be obligated to) take or refrain from taking such actions as it
deems appropriate and in the best interest of all the Lenders. In no event,
however, shall the Administrative Agent be required to take any action in
violation of applicable law or of any provision of any Loan Document, and the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder or under any other Loan Document unless it first
receives any further assurances of its indemnification from the Lenders that it
may require, including prepayment of any related expenses and any other
protection it requires against any and all costs, expense, and liability which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall be entitled to assume that no Default or Event of
Default exists unless notified in writing to the contrary by a Lender or the
Borrower. In all cases in which the Loan Documents do not require the
Administrative Agent to take specific action, the Administrative Agent shall be
fully justified in using its discretion in failing to take or in taking any
action thereunder. Any instructions of the Required Lenders, or of any other
group of Lenders called for under the specific provisions of the Loan Documents,
shall be binding upon all the Lenders and the holders of the Obligations.

         Section 11.4. Consultation with Experts. The Administrative Agent may
consult with legal counsel, independent public accountants, and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.

         Section 11.5. Liability of Administrative Agent; Credit Decision.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or not taken by it in connection
with the Loan Documents: (i) with the consent or at



                                      -60-
<PAGE>
the request of the Required Lenders or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into or verify: (i) any statement, warranty or
representation made in connection with this Agreement, any other Loan Document
or any Credit Event; (ii) the performance or observance of any of the covenants
or agreements of the Borrower or any Subsidiary contained herein or in any other
Loan Document; (iii) the satisfaction of any condition specified in Section 7
hereof, except receipt of items required to be delivered to the Administrative
Agent; or (iv) the validity, effectiveness, genuineness, enforceability,
perfection, value, worth or collectibility hereof or of any other Loan Document
or of any other documents or writing furnished in connection with any Loan
Document or of any Collateral; and the Administrative Agent makes no
representation of any kind or character with respect to any such matter
mentioned in this sentence. The Administrative Agent may execute any of its
duties under any of the Loan Documents by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, the Borrower, or
any other Person for the default or misconduct of any such agents or
attorneys-in-fact selected with reasonable care. The Administrative Agent shall
not incur any liability by acting in reliance upon any notice, consent,
certificate, other document or statement (whether written or oral) believed by
it to be genuine or to be sent by the proper party or parties. In particular and
without limiting any of the foregoing, the Administrative Agent shall have no
responsibility for confirming the accuracy of any compliance certificate or
other document or instrument received by it under the Loan Documents. The
Administrative Agent may treat the payee of any Note as the holder thereof until
written notice of transfer shall have been filed with the Administrative Agent
signed by such payee in form satisfactory to the Administrative Agent. Each
Lender acknowledges that it has independently and without reliance on the
Administrative Agent or any other Lender, and based upon such information,
investigations and inquiries as it deems appropriate, made its own credit
analysis and decision to extend credit to the Borrower in the manner set forth
in the Loan Documents. It shall be the responsibility of each Lender to keep
itself informed as to the creditworthiness of the Borrower and its Subsidiaries,
and the Administrative Agent shall have no liability to any Lender with respect
thereto.

         Section 11.6. Indemnity. The Lenders shall ratably, in accordance with
their respective Percentages, indemnify and hold the Administrative Agent, and
its directors, officers, employees, agents, and representatives harmless from
and against any liabilities, losses, costs or expenses suffered or incurred by
it under any Loan Document or in connection with the transactions contemplated
thereby, regardless of when asserted or arising, except to the extent they are
promptly reimbursed for the same by the Borrower and except to the extent that
any event giving rise to a claim was caused by the gross negligence or willful
misconduct of the party seeking to be indemnified. The obligations of the
Lenders under this Section shall survive termination of this Agreement. The
Administrative Agent shall be entitled to offset amounts received for the
account of a Lender under this Agreement against unpaid amounts due from such
Lender to the Administrative Agent hereunder (whether as fundings of
participations, indemnities or otherwise), but shall not be entitled to offset
against amounts owed to the Administrative Agent by any Lender arising outside
of this Agreement and the other Loan Documents.

         Section 11.7. Resignation of Administrative Agent and Successor
Administrative Agent. The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders




                                      -61-
<PAGE>
and the Borrower. Upon any such resignation of the Administrative Agent, the
Required Lenders shall have the right to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within thirty (30)
days after the retiring Administrative Agent's giving of notice of resignation
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which may be any Lender hereunder or any
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$200,000,000. Upon the acceptance of its appointment as the Administrative Agent
hereunder, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent under the Loan Documents, and the retiring Administrative Agent shall be
discharged from its duties and obligations thereunder. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 11 and all protective provisions of the other Loan
Documents shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent, but no successor Administrative
Agent shall in any event be liable or responsible for any actions of its
predecessor. If the Administrative Agent resigns and no successor is appointed,
the rights and obligations of such Administrative Agent shall be automatically
assumed by the Required Lenders and (i) the Borrower shall be directed to make
all payments due each Lender hereunder directly to such Lender and (ii) the
Administrative Agent's rights in the Collateral Documents shall be assigned
without representation, recourse or warranty to the Lenders as their interests
may appear.

        Section 11.8. L/C Issuer. The L/C Issuer shall act on behalf of the
Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith. The L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Section 11 with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
Applications pertaining to such Letters of Credit as fully as if the term
"Administrative Agent", as used in this Section 11, included the L/C Issuer with
respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to such L/C Issuer.

         Section 11.9. Hedging Liability and Funds Transfer and Deposit Account
Liability Arrangements. By virtue of a Lender's execution of this Agreement or
an assignment agreement pursuant to Section 13.12 hereof, as the case may be,
any Affiliate of such Lender with whom the Borrower or any Subsidiary has
entered into an agreement creating Hedging Liability or Funds Transfer and
Deposit Account Liability shall be deemed a Lender party hereto for purposes of
any reference in a Loan Document to the parties for whom the Administrative
Agent is acting, it being understood and agreed that the rights and benefits of
such Affiliate under the Loan Documents consist exclusively of such Affiliate's
right to share in payments and collections out of the Collateral and the
Guaranties as more fully set forth in Section 3.1 hereof. In connection with any
such distribution of payments and collections, the Administrative Agent shall be
entitled to assume no amounts are due to any Lender or its Affiliate with
respect to Hedging Liability or Funds Transfer and Deposit Account Liability
unless such Lender has notified the Administrative Agent in writing of the
amount of any such liability owed to it or its Affiliate prior to such
distribution.



                                      -62-
<PAGE>
       Section 11.10. Designation of Additional Agents. The Administrative Agent
shall have the continuing right, for purposes hereof, at any time and from time
to time to designate one or more of the Lenders (and/or its or their Affiliates)
as "syndication agents," "documentation agents," "arrangers," or other
designations for purposes hereto, but such designation shall have no substantive
effect, and such Lenders and their Affiliates shall have no additional powers,
duties or responsibilities as a result thereof.

       Section 11.11. Authorization to Release or Subordinate or Limit Liens.
The Administrative Agent is hereby irrevocably authorized by each of the Lenders
to (a) release any Lien covering any Collateral that is sold, transferred, or
otherwise disposed of in accordance with the terms and conditions of this
Agreement and the relevant Collateral Documents (including a sale, transfer, or
disposition permitted by the terms of Section 8.10 hereof or which has otherwise
been consented to in accordance with Section 13.13 hereof), (b) release or
subordinate any Lien on Collateral consisting of goods financed with purchase
money indebtedness or under a Capital Lease to the extent such purchase money
indebtedness or Capitalized Lease Obligation, and the Lien securing the same,
are permitted by Sections 8.7(b) and 8.8(d) hereof, and (c) reduce or limit the
amount of the indebtedness secured by any particular item of Collateral to an
amount not less than the estimated value thereof to the extent necessary to
reduce mortgage registry, filing and similar tax.

       Section 11.12. Authorization to Enter into, and Enforcement of, the
Collateral Documents. The Administrative Agent is hereby irrevocably authorized
by each of the Lenders to execute and deliver the Collateral Documents on behalf
of each of the Lenders and their Affiliates and to take such action and exercise
such powers under the Collateral Documents as the Administrative Agent considers
appropriate, provided the Administrative Agent shall not amend the Collateral
Documents unless such amendment is agreed to in writing by the Required Lenders
and any other Persons whose agreement to such amendment is required pursuant to
the terms thereof. Each Lender acknowledges and agrees that it will be bound by
the terms and conditions of the Collateral Documents upon the execution and
delivery thereof by the Administrative Agent. Except as otherwise specifically
provided for herein, no Lender (or its Affiliates) other than the Administrative
Agent shall have the right to institute any suit, action or proceeding in equity
or at law for the foreclosure or other realization upon any Collateral or for
the execution of any trust or power in respect of the Collateral or for the
appointment of a receiver or for the enforcement of any other remedy under the
Collateral Documents; it being understood and intended that no one or more of
the Lenders (or their Affiliates) shall have any right in any manner whatsoever
to affect, disturb or prejudice the Lien of the Administrative Agent (or any
security trustee therefor) under the Collateral Documents by its or their action
or to enforce any right thereunder, and that all proceedings at law or in equity
shall be instituted, had, and maintained by the Administrative Agent (or its
security trustee) in the manner provided for in the relevant Collateral
Documents for the benefit of the Lenders and their Affiliates.

SECTION 12. THE GUARANTEES.

        Section 12.1. The Guarantees. To induce the Lenders to provide the
credits described herein and in consideration of benefits expected to accrue to
the Borrower by reason of the Revolving Credit Commitments and for other good
and valuable consideration, receipt of which




                                      -63-
<PAGE>
is hereby acknowledged, each of the Borrower and each Subsidiary party hereto
(including any Subsidiary formed or acquired after the Closing Date executing an
Additional Guarantor Supplement in the form attached hereto as Exhibit G or such
other form acceptable to the Administrative Agent) hereby unconditionally and
irrevocably guarantees jointly and severally to the Administrative Agent, the
Lenders, and their Affiliates, the due and punctual payment of all present and
future Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability, including, but not limited to, the due and punctual payment of
principal of and interest on the Notes, the Reimbursement Obligations, and the
due and punctual payment of all other Obligations now or hereafter owed by the
Borrower under the Loan Documents and the due and punctual payment of all
Hedging Liability and Funds Transfer and Deposit Account Liability, in each case
as and when the same shall become due and payable, whether at stated maturity,
by acceleration, or otherwise, according to the terms hereof and thereof
(including interest which, but for the filing of a petition in bankruptcy, would
otherwise accrue on any such indebtedness, obligation, or liability), provided
that no Guarantor shall be understood to guarantee pursuant to this Section 12
the payment of any Obligations, Hedging Liability or Funds Transfer and Deposit
Account Liability with respect to which it is the primary obligor. In case of
failure by the Borrower or other obligor punctually to pay any Obligations,
Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed
hereby, each Guarantor hereby unconditionally agrees to make such payment or to
cause such payment to be made punctually as and when the same shall become due
and payable, whether at stated maturity, by acceleration, or otherwise, and as
if such payment were made by the Borrower or such obligor.

         Section 12.2. Guarantee Unconditional. The obligations of each
Guarantor under this Section 12 shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or
otherwise affected by:

                   (a) any extension, renewal, settlement, compromise, waiver,
         or release in respect of any obligation of the Borrower or other
         obligor or of any other guarantor under this Agreement or any other
         Loan Document or by operation of law or otherwise;

                   (b) any modification or amendment of or supplement to this
         Agreement or any other Loan Document or any agreement relating to
         Hedging Liability or Funds Transfer and Deposit Account Liability;

                   (c) any change in the corporate existence, structure, or
         ownership of, or any insolvency, bankruptcy, reorganization, or other
         similar proceeding affecting, the Borrower or other obligor, any other
         guarantor, or any of their respective assets, or any resulting release
         or discharge of any obligation of the Borrower or other obligor or of
         any other guarantor contained in any Loan Document;

                   (d) the existence of any claim, set-off, or other rights
         which the Borrower or other obligor or any other guarantor may have at
         any time against the Administrative Agent, any Lender, or any other
         Person, whether or not arising in connection herewith;



                                      -64-
<PAGE>
                   (e) any failure to assert, or any assertion of, any claim or
         demand or any exercise of, or failure to exercise, any rights or
         remedies against the Borrower or other obligor, any other guarantor, or
         any other Person or Property;

                   (f) any application of any sums by whomsoever paid or
         howsoever realized to any obligation of the Borrower or other obligor,
         regardless of what obligations of the Borrower or other obligor remain
         unpaid;

                   (g) any invalidity or unenforceability relating to or against
         the Borrower or other obligor or any other guarantor for any reason of
         this Agreement or of any other Loan Document or any agreement relating
         to Hedging Liability or Funds Transfer and Deposit Account Liability or
         any provision of applicable law or regulation purporting to prohibit
         the payment by the Borrower or other obligor or any other guarantor of
         the principal of or interest on any Note or any Reimbursement
         Obligation or any other amount payable under the Loan Documents or any
         agreement relating to Hedging Liability or Funds Transfer and Deposit
         Account Liability; or

                   (h) any other act or omission to act or delay of any kind by
         the Administrative Agent, any Lender, or any other Person or any other
         circumstance whatsoever that might, but for the provisions of this
         paragraph, constitute a legal or equitable discharge of the obligations
         of any Guarantor under this Section 12.

         Section 12.3. Discharge Only upon Payment in Full; Reinstatement in
Certain Circumstances. Each Guarantor's obligations under this Section 12 shall
remain in full force and effect until the Revolving Credit Commitments are
terminated, all Letters of Credit have expired, and the principal of and
interest on the Notes and all other amounts payable by the Borrower and the
Guarantors under this Agreement and all other Loan Documents and, if then
outstanding and unpaid, all Hedging Liability and Funds Transfer and Deposit
Account Liability shall have been paid in full. If at any time any payment of
the principal of or interest on any Note or any Reimbursement Obligation or any
other amount payable by the Borrower or other obligor or any Guarantor under the
Loan Documents or any agreement relating to Hedging Liability or Funds Transfer
and Deposit Account Liability is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy, or reorganization of the Borrower or
other obligor or of any guarantor, or otherwise, each Guarantor's obligations
under this Section 12 with respect to such payment shall be reinstated at such
time as though such payment had become due but had not been made at such time.

         Section 12.4. Subrogation. Each Guarantor agrees it will not exercise
any rights which it may acquire by way of subrogation by any payment made
hereunder, or otherwise, until all the Obligations, Hedging Liability, and Funds
Transfer and Deposit Account Liability shall have been paid in full subsequent
to the termination of all the Revolving Credit Commitments and expiration of all
Letters of Credit. If any amount shall be paid to a Guarantor on account of such
subrogation rights at any time prior to the later of (x) the payment in full of
the Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability and all other amounts payable by the Borrower hereunder and the other
Loan Documents and (y) the termination of the Revolving Credit Commitments and
expiration of all Letters of Credit, such amount shall be held




                                      -65-
<PAGE>
in trust for the benefit of the Administrative Agent and the Lenders (and their
Affiliates) and shall forthwith be paid to the Administrative Agent for the
benefit of the Lenders (and their Affiliates) or be credited and applied upon
the Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability, whether matured or unmatured, in accordance with the terms of this
Agreement.

         Section 12.5. Waivers. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest, and any notice not provided for herein, as
well as any requirement that at any time any action be taken by the
Administrative Agent, any Lender, or any other Person against the Borrower or
other obligor, another guarantor, or any other Person.

        Section 12.6. Limit on Recovery. Notwithstanding any other provision
hereof, the right of recovery against each Guarantor under this Section 12 shall
not exceed $1.00 less than the lowest amount which would render such Guarantor's
obligations under this Section 12 void or voidable under applicable law,
including, without limitation, fraudulent conveyance law.

        Section 12.7. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrower or other obligor under this
Agreement or any other Loan Document, or under any agreement relating to Hedging
Liability or Funds Transfer and Deposit Account Liability, is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower or such obligor, all
such amounts otherwise subject to acceleration under the terms of this Agreement
or the other Loan Documents, or under any agreement relating to Hedging
Liability or Funds Transfer and Deposit Account Liability, shall nonetheless be
payable by the Guarantors hereunder forthwith on demand by the Administrative
Agent made at the request of the Required Lenders.

         Section 12.8. Benefit to Guarantors. The Borrower and the other
Guarantors are engaged in related businesses and integrated to such an extent
that the financial strength and flexibility of the Borrower has a direct impact
on the success of each other Guarantor. Each Guarantor will derive substantial
direct and indirect benefit from the extensions of credit hereunder.

         Section 12.9. Guarantor Covenants. Each Guarantor shall take such
action as the Borrower is required by this Agreement to cause such Guarantor to
take, and shall refrain from taking such action as the Borrower is required by
this Agreement to prohibit such Guarantor from taking.

SECTION 13. MISCELLANEOUS.

         Section 13.1. Withholding Taxes. (a) Payments Free of Withholding.
Except as otherwise required by law and subject to Section 13.1(b) hereof, each
payment by the Borrower and the other Guarantors under this Agreement or the
other Loan Documents shall be made without withholding for or on account of any
present or future taxes (other than overall net income taxes on the recipient)
imposed by or within the jurisdiction in which the Borrower or such other
Guarantor is domiciled, any jurisdiction from which the Borrower or such other
Guarantor makes any payment, or (in each case) any political subdivision or
taxing authority thereof or therein. If any such withholding is so required, the
Borrower or such other Guarantor shall make the



                                      -66-
<PAGE>
withholding, pay the amount withheld to the appropriate governmental authority
before penalties attach thereto or interest accrues thereon, and forthwith pay
such additional amount as may be necessary to ensure that the net amount
actually received by each Lender and the Administrative Agent free and clear of
such taxes (including such taxes on such additional amount) is equal to the
amount which that Lender or the Administrative Agent (as the case may be) would
have received had such withholding not been made. If the Administrative Agent or
any Lender pays any amount in respect of any such taxes, penalties or interest,
the Borrower or such other Guarantor shall reimburse the Administrative Agent or
such Lender for that payment on demand in the currency in which such payment was
made. If the Borrower or such other Guarantor pays any such taxes, penalties or
interest, it shall deliver official tax receipts evidencing that payment or
certified copies thereof to the Lender or Administrative Agent on whose account
such withholding was made (with a copy to the Administrative Agent if not the
recipient of the original) on or before the thirtieth day after payment.

         (b) U.S. Withholding Tax Exemptions. Each Lender that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent on or before the date the
initial Credit Event is made hereunder or, if later, the date such financial
institution becomes a Lender hereunder, two duly completed and signed copies of
(i) either Form W-8 BEN (relating to such Lender and entitling it to a complete
exemption from withholding under the Code on all amounts to be received by such
Lender, including fees, pursuant to the Loan Documents and the Obligations) or
Form W-8 ECI (relating to all amounts to be received by such Lender, including
fees, pursuant to the Loan Documents and the Obligations) of the United States
Internal Revenue Service or (ii) solely if such Lender is claiming exemption
from United States withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of "portfolio interest", a Form W-8 BEN, or any
successor form prescribed by the Internal Revenue Service, and a certificate
representing that such Lender is not a bank for purposes of Section 881(c) of
the Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Code). Thereafter and from time to time, each Lender shall submit to the
Borrower and the Administrative Agent such additional duly completed and signed
copies of one or the other of such Forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) and
such other certificates as may be (i) requested by the Borrower in a written
notice, directly or through the Administrative Agent, to such Lender and (ii)
required under then-current United States law or regulations to avoid or reduce
United States withholding taxes on payments in respect of all amounts to be
received by such Lender, including fees, pursuant to the Loan Documents or the
Obligations. Upon the request of the Borrower or the Administrative Agent, each
Lender that is a United States person (as such term is defined in Section
7701(a)(30) of the Code) shall submit to the Borrower and the Administrative
Agent a certificate to the effect that it is such a United States person.

         (c) Inability of Lender to Submit Forms. If any Lender determines, as a
result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit to the
Borrower or the Administrative Agent any form or certificate that such Lender is
obligated to submit pursuant to subsection (b) of this Section 13.1 or that such
Lender is required to withdraw or cancel any such form or certificate previously




                                      -67-
<PAGE>
submitted or any such form or certificate otherwise becomes ineffective or
inaccurate, such Lender shall promptly notify the Borrower and Administrative
Agent of such fact and the Lender shall to that extent not be obligated to
provide any such form or certificate and will be entitled to withdraw or cancel
any affected form or certificate, as applicable.

         Section 13.2. No Waiver, Cumulative Remedies. No delay or failure on
the part of the Administrative Agent or any Lender or on the part of the holder
or holders of any of the Obligations in the exercise of any power or right under
any Loan Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. The rights and remedies hereunder of the Administrative Agent, the
Lenders and of the holder or holders of any of the Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would
otherwise have.

         Section 13.3. Non-Business Days. If any payment hereunder becomes due
and payable on a day which is not a Business Day, the due date of such payment
shall be extended to the next succeeding Business Day on which date such payment
shall be due and payable. In the case of any payment of principal falling due on
a day which is not a Business Day, interest on such principal amount shall
continue to accrue during such extension at the rate per annum then in effect,
which accrued amount shall be due and payable on the next scheduled date for the
payment of interest.

         Section 13.4. Documentary Taxes. The Borrower agrees to pay on demand
any documentary, stamp or similar taxes payable in respect of this Agreement or
any other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

         Section 13.5. Survival of Representations. All representations and
warranties made herein or in any other Loan Document or in certificates given
pursuant hereto or thereto shall survive the execution and delivery of this
Agreement and the other Loan Documents, and shall continue in full force and
effect with respect to the date as of which they were made as long as any credit
is in use or available hereunder.

         Section 13.6. Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Lenders of amounts sufficient to
protect the yield of the Lenders with respect to the Loans and Letters of
Credit, including, but not limited to, Sections 1.11, 10.3, and 13.15 hereof,
shall survive the termination of this Agreement and the other Loan Documents and
the payment of the Obligations.

         Section 13.7. Sharing of Set-Off. Each Lender agrees with each other
Lender a party hereto that if such Lender shall receive and retain any payment,
whether by set-off or application of deposit balances or otherwise, on any of
the Loans or Reimbursement Obligations in excess of its ratable share of
payments on all such Obligations then outstanding to the Lenders, then such
Lender shall purchase for cash at face value, but without recourse, ratably from
each of the other Lenders such amount of the Loans or Reimbursement Obligations,
or participations therein, held





                                      -68-
<PAGE>
by each such other Lenders (or interest therein) as shall be necessary to cause
such Lender to share such excess payment ratably with all the other Lenders;
provided, however, that if any such purchase is made by any Lender, and if such
excess payment or part thereof is thereafter recovered from such purchasing
Lender, the related purchases from the other Lenders shall be rescinded ratably
and the purchase price restored as to the portion of such excess payment so
recovered, but without interest. For purposes of this Section, amounts owed to
or recovered by the L/C Issuer in connection with Reimbursement Obligations in
which Lenders have been required to fund their participation shall be treated as
amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

         Section 13.8. Notices. Except as otherwise specified herein, all
notices hereunder and under the other Loan Documents shall be in writing
(including, without limitation, notice by telecopy) and shall be given to the
relevant party at its address or telecopier number set forth below, or such
other address or telecopier number as such party may hereafter specify by notice
to the Administrative Agent and the Borrower given by courier, by United States
certified or registered mail, by telecopy or by other telecommunication device
capable of creating a written record of such notice and its receipt. Notices
under the Loan Documents to the Lenders and the Administrative Agent shall be
addressed to their respective addresses or telecopier numbers set forth on the
signature pages hereof, and to the Borrower or any other Guarantor to:

                      Plexus Corp.
                      55 Jewelers Park Drive
                      P.O. Box 156
                      Neenah, Wisconsin  54957-0156
                      Attention:    Mr. George W.F. Setton
                      Telephone:    (920) 751-5656
                      Telecopy:     (920) 751-3234

                      With a copy to:

                      Attention:    Mr. Joseph Kaufman (same address as above)
                      Telephone:    (920) 751-3311
                      Telecopy:     (920) 751-3234

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section or on the signature pages hereof and a confirmation of
such telecopy has been received by the sender, (ii) if given by mail, five (5)
days after such communication is deposited in the mail, certified or registered
with return receipt requested, addressed as aforesaid or (iii) if given by any
other means, when delivered at the addresses specified in this Section or on the
signature pages hereof; provided that any notice given pursuant to Section 1
hereof shall be effective only upon receipt.

         Section 13.9. Counterparts. This Agreement may be executed in any
number of counterparts, and by the different parties hereto on separate
counterpart signature pages, and all such counterparts taken together shall be
deemed to constitute one and the same instrument.

                                      -69-
<PAGE>
         Section 13.10. Successors and Assigns. This Agreement shall be binding
upon the Borrower and the other Guarantors and their successors and assigns, and
shall inure to the benefit of the Administrative Agent and each of the Lenders
and the benefit of their respective successors and assigns, including any
subsequent holder of any of the Obligations. The Borrower and the other
Guarantors may not assign any of their rights or obligations under any Loan
Document without the written consent of all of the Lenders.

         Section 13.11. Participants. Each Lender shall have the right at its
own cost to grant participations (to be evidenced by one or more agreements or
certificates of participation) in the Loans made and Reimbursement Obligations
and/or Revolving Credit Commitments held by such Lender at any time and from
time to time to one or more other Persons (other than any Person which is a
direct competitor of the Borrower or any of its Subsidiaries); provided that no
such participation shall relieve any Lender of any of its obligations under this
Agreement, and, provided, further that no such participant shall have any rights
under this Agreement except as provided in this Section, and the Administrative
Agent shall have no obligation or responsibility to such participant. Any
agreement pursuant to which such participation is granted shall provide that the
granting Lender shall retain the sole right and responsibility to enforce the
obligations of the Borrower under this Agreement and the other Loan Documents
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of the Loan Documents, except that such agreement may
provide that such Lender will not agree to any modification, amendment or waiver
of the Loan Documents that would reduce the amount of or postpone any fixed date
for payment of any Obligation in which such participant has an interest. Any
party to which such a participation has been granted shall have the benefits of
Section 1.11 and Section 10.3 hereof. The Borrower authorizes each Lender to
disclose to any participant or prospective participant under this Section any
financial or other information pertaining to the Borrower or any Subsidiary,
provided that such participant or prospective participant shall have agreed to
keep such information confidential pursuant to the terms of Section 13.24
hereof.

         Section 13.12. Assignments. (a) Each Lender shall have the right at any
time, with the prior consent of the Administrative Agent (and the L/C Issuers,
if other than the Administrative Agent) and, so long as no Event of Default then
exists, the Borrower (which consent of the Borrower shall not be unreasonably
withheld) to sell, assign, transfer or negotiate all or any part of its rights
and obligations under the Loan Documents (including, without limitation, the
indebtedness evidenced by the Notes then held by such assigning Lender, together
with an equivalent percentage of its obligation to make Loans and participate in
Letters of Credit) to one or more commercial banks or other financial
institutions or investors, provided that, unless otherwise agreed to by the
Administrative Agent, such assignment shall be of a fixed percentage (and not by
its terms of varying percentage) of the assigning Lender's rights and
obligations under the Loan Documents; provided, however, that in order to make
any such assignment (i) unless the assigning Lender is assigning all of its
Revolving Credit Commitments, outstanding Loans and interests in Letters of
Credit Obligations, the assigning Lender shall retain at least $5,000,000 in
unused Revolving Credit Commitments, outstanding Loans and interests in Letters
of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments,
outstanding Loans and interests in Letters of Credit of at least $5,000,000,
(iii) each such assignment shall be evidenced by a written agreement
(substantially in the form attached hereto as Exhibit H or in such other form
acceptable to the Administrative Agent) executed by such assigning Lender,



                                      -70-
<PAGE>


such assignee Lender or Lenders, the Administrative Agent (and the L/C Issuers,
if other than the Administrative Agent) and, if required as provided above, the
Borrower, which agreement shall specify in each instance the portion of the
Obligations which are to be assigned to the assignee Lender and the portion of
the Revolving Credit Commitments of the assigning Lender to be assumed by the
assignee Lender, and (iv) the assigning Lender shall pay to the Administrative
Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and
expenses incurred by the Administrative Agent in connection with any such
assignment agreement. Any such assignee shall become a Lender for all purposes
hereunder to the extent of the rights and obligations under the Loan Documents
it assumes and the assigning Lender shall be released from its obligations, and
will have released its rights, under the Loan Documents to the extent of such
assignment. The address for notices to such assignee Lender shall be as
specified in the assignment agreement executed by it. Promptly upon the
effectiveness of any such assignment agreement, the Borrower shall execute and
deliver replacement Notes to the assignee Lender and the assigning Lender in the
respective amounts of their Revolving Credit Commitments (or assigned principal
amounts, as applicable) after giving effect to the reduction occasioned by such
assignment (all such Notes to constitute "Notes" for all purposes of the Loan
Documents), and the assignee Lender shall thereafter surrender to the Borrower
its old Notes. The Borrower authorizes each Lender to disclose to any purchaser
or prospective purchaser of an interest in the Loans and interest in Letters of
Credit owed to it or its Revolving Credit Commitments under this Section any
financial or other information pertaining to the Borrower or any Subsidiary.

         (b) Any Lender may at any time pledge or grant a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any such pledge or grant to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or grant of a security interest;
provided that no such pledge or grant of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or
secured party for such Lender as a party hereto; provided further, however, the
right of any such pledgee or grantee (other than any Federal Reserve Bank) to
further transfer all or any portion of the rights pledged or granted to it,
whether by means of foreclosure or otherwise, shall be at all times subject to
the terms of this Agreement.

     Section 13.13. Amendments. Any provision of this Agreement or the other
Loan Documents may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by (a) the Borrower, (b) the Required
Lenders, and (c) if the rights or duties of the Administrative Agent or the L/C
Issuer are affected thereby, the Administrative Agent or such L/C Issuer, as
applicable; provided that:

                  (i) no amendment or waiver pursuant to this Section 13.13
         shall (A) increase any Revolving Credit Commitment of any Lender
         without the consent of such Lender or (B) reduce the amount of or
         postpone the date for any scheduled payment of any principal of or
         interest on any Loan or of any Reimbursement Obligation or of any fee
         payable hereunder without the consent of the Lender to which such
         payment is owing or which has committed to make such Loan or Letter of
         Credit (or participate therein) hereunder;

                  (ii) no amendment or waiver pursuant to this Section 13.13
         shall, unless signed by each Lender, increase the aggregate Revolving
         Credit Commitments of the


                                      -71-

<PAGE>



         Lenders, change the definitions of Revolving Credit Termination Date or
         Required Lenders, change the provisions of this Section 13.13, release
         any material guarantor or any substantial part of the Collateral
         (except as otherwise provided for in the Loan Documents), change the
         definition of Borrowing Base Condition, increase the advance rates
         against Eligible Receivables or Eligible Inventory or the sublimit on
         Eligible Inventory in the Borrowing Base, change the requirement set
         forth in Section 1.1 hereof to conduct a field audit of the Collateral
         upon the occurrence of the Borrowing Base Condition, change the
         provisions set forth in this Agreement which cause the Borrowing Base
         to become effective upon the occurrence of the Borrowing Base
         Condition, or affect the number of Lenders required to take any action
         hereunder or under any other Loan Document; and

                  (iii) no amendment to Section 12 hereof shall be made without
         the consent of the Guarantor(s) affected thereby.

     Section 13.14. Headings. Section headings used in this Agreement are for
reference only and shall not affect the construction of this Agreement.

     Section 13.15. Costs and Expenses; Indemnification. (a) The Borrower agrees
to pay all costs and expenses of the Administrative Agent in connection with the
preparation, negotiation, syndication, and administration of the Loan Documents,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent, in connection with the preparation and execution of
the Loan Documents, and any amendment, waiver or consent related thereto,
whether or not the transactions contemplated herein are consummated, together
with any fees and charges suffered or incurred by the Administrative Agent in
connection with collateral filing fees and lien searches. The Borrower further
agrees to indemnify the Administrative Agent, each Lender, and their respective
directors, officers, employees, agents, financial advisors, and consultants
against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all reasonable expenses of litigation
or preparation therefor, whether or not the indemnified Person is a party
thereto, or any settlement arrangement arising from or relating to any such
litigation) which any of them may pay or incur arising out of or relating to any
Loan Document or any of the transactions contemplated thereby or the direct or
indirect application or proposed application of the proceeds of any Loan or
Letter of Credit, other than those which arise from the gross negligence or
willful misconduct of the party claiming indemnification. The Borrower, upon
demand by the Administrative Agent or a Lender at any time, shall reimburse the
Administrative Agent or such Lender for any legal or other expenses incurred in
connection with investigating or defending against any of the foregoing
(including any settlement costs relating to the foregoing) except if the same is
directly due to the gross negligence or willful misconduct of the party to be
indemnified. The obligations of the Borrower under this Section shall survive
the termination of this Agreement.

     Section 13.16. Set-off. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, each Lender and each subsequent holder of
any Obligation is hereby authorized by the Borrower and each other Guarantor at
any time or from time to time, without notice to the Borrower or such Guarantor
or to any other Person, any such notice being hereby expressly waived, to
set-off


                                      -72-

<PAGE>


and to appropriate and to apply any and all deposits (general or special,
including, but not limited to, indebtedness evidenced by certificates of
deposit, whether matured or unmatured, but not including trust accounts, and in
whatever currency denominated) and any other indebtedness at any time held or
owing by that Lender or that subsequent holder to or for the credit or the
account of the Borrower or such Guarantor, whether or not matured, against and
on account of the Obligations of the Borrower or such Guarantor to that Lender
or that subsequent holder under the Loan Documents, including, but not limited
to, all claims of any nature or description arising out of or connected with the
Loan Documents, irrespective of whether or not (a) that Lender or that
subsequent holder shall have made any demand hereunder or (b) the principal of
or the interest on the Loans or Notes and other amounts due hereunder shall have
become due and payable pursuant to Section 9 and although said obligations and
liabilities, or any of them, may be contingent or unmatured.

     Section 13.17. Entire Agreement. The Loan Documents constitute the entire
understanding of the parties thereto with respect to the subject matter thereof
and any prior agreements, whether written or oral, with respect thereto are
superseded hereby.

     Section 13.18. Governing Law. This Agreement and the other Loan Documents
(except as otherwise specified therein), and the rights and duties of the
parties hereto, shall be construed and determined in accordance with the
internal laws of the State of Illinois.

     Section 13.19. Severability of Provisions. Any provision of any Loan
Document which is unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. All rights, remedies
and powers provided in this Agreement and the other Loan Documents may be
exercised only to the extent that the exercise thereof does not violate any
applicable mandatory provisions of law, and all the provisions of this Agreement
and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement or the other Loan
Documents invalid or unenforceable.

     Section 13.20. Excess Interest. Notwithstanding any provision to the
contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount of interest in excess
of the maximum amount of interest permitted by applicable law to be charged for
the use or detention, or the forbearance in the collection, of all or any
portion of the Loans or other obligations outstanding under this Agreement or
any other Loan Document ("Excess Interest"). If any Excess Interest is provided
for, or is adjudicated to be provided for, herein or in any other Loan Document,
then in such event (a) the provisions of this Section shall govern and control,
(b) neither the Borrower nor any guarantor or endorser shall be obligated to pay
any Excess Interest, (c) any Excess Interest that the Administrative Agent or
any Lender may have received hereunder shall, at the option of the
Administrative Agent, be (i) applied as a credit against the then outstanding
principal amount of Obligations hereunder and accrued and unpaid interest
thereon (not to exceed the maximum amount permitted by applicable law), (ii)
refunded to the Borrower, or (iii) any combination of the foregoing, (d) the
interest rate payable hereunder or under any other Loan Document shall be
automatically subject to reduction


                                      -73-


<PAGE>



to the maximum lawful contract rate allowed under applicable usury laws (the
"Maximum Rate"), and this Agreement and the other Loan Documents shall be deemed
to have been, and shall be, reformed and modified to reflect such reduction in
the relevant interest rate, and (e) neither the Borrower nor any guarantor or
endorser shall have any action against the Administrative Agent or any Lender
for any damages whatsoever arising out of the payment or collection of any
Excess Interest. Notwithstanding the foregoing, if for any period of time
interest on any of Borrower's Obligations is calculated at the Maximum Rate
rather than the applicable rate under this Agreement, and thereafter such
applicable rate becomes less than the Maximum Rate, the rate of interest payable
on the Borrower's Obligations shall remain at the Maximum Rate until the Lenders
have received the amount of interest which such Lenders would have received
during such period on the Borrower's Obligations had the rate of interest not
been limited to the Maximum Rate during such period.

     Section 13.21. Construction. Nothing contained herein shall be deemed or
construed to permit any act or omission which is prohibited by the terms of any
Collateral Document, the covenants and agreements contained herein being in
addition to and not in substitution for the covenants and agreements contained
in the Collateral Documents.

     Section 13.22. Lender's Obligations Several. The obligations of the Lenders
hereunder are several and not joint. Nothing contained in this Agreement and no
action taken by the Lenders pursuant hereto shall be deemed to constitute the
Lenders a partnership, association, joint venture or other entity.

     Section 13.23. Submission to Jurisdiction; Waiver of Jury Trial. The
Borrower and the other Guarantors hereby submit to the nonexclusive jurisdiction
of the United States District Court for the Northern District of Illinois and of
any Illinois State court sitting in the City of Chicago for purposes of all
legal proceedings arising out of or relating to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby. The Borrower and
the other Guarantors irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
THE BORROWER, THE OTHER GUARANTORS, THE ADMINISTRATIVE AGENT, AND THE LENDERS
HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY.

     Section 13.24. Confidentiality. Each of the Administrative Agent, the
Lenders and the L/C Issuer agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or



                                      -74-

<PAGE>


any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (A) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (B) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower, (h) to the extent such Information (A) becomes publicly
available other than as a result of a breach of this Section or (B) becomes
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis from a source other than the Borrower, (i) to rating
agencies if requested or required by such agencies in connection with a rating
relating to the Loans or Revolving Credit Commitments hereunder, or (j) to
entities which compile and publish information about the syndicated loan market,
provided that only basic information about the pricing and structure of the
transaction evidenced hereby may be disclosed pursuant to this clause (j).

         For purposes of this Section, "Information" means all information
received from the Borrower or any of its Subsidiaries relating to the Borrower
or any of its Subsidiaries or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower,
provided that, in the case of information received from the Borrower after the
date hereof, such information is clearly identified at the time of delivery as
confidential.

         Notwithstanding anything in this Agreement or any other Loan Document
to the contrary, Information shall not include, and each Lender (and each
employee, representative or other agent of any Lender or its Affiliates) may
disclose to any and all Persons, without limitation of any kind, the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are or
have been provided to such Lender relating to such tax treatment or tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning such tax treatment or tax structure
of the transactions contemplated hereby as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to such tax treatment or tax structure.


                           [SIGNATURE PAGES TO FOLLOW]


                                      -75-


<PAGE>



         This Credit Agreement is entered into between us for the uses and
purposes hereinabove set forth as of the date first above written.

                                     "BORROWER"

                                     PLEXUS CORP.



                                     By
                                       George W.F. Setton
                                       Corp. Treasurer & Chief Treasury Officer

                                     "GUARANTORS"

                                     PLEXUS SERVICES CORP.


                                     By
                                       George W.F. Setton
                                       Treasurer

                                     PLEXUS ELECTRONIC ASSEMBLY CORP.


                                     By
                                       George W.F. Setton
                                       Treasurer

                                     PLEXUS INTL. SALES & LOGISTICS, LLC


                                     By
                                       George W.F. Setton
                                       Treasurer

                                     PLEXUS QS, LLC


                                     By
                                       George W.F. Setton
                                       Treasurer


                                       S-1


<PAGE>






                                     PLEXUS TECHNOLOGY GROUP INC.


                                     By
                                       George W.F. Setton
                                       Treasurer

                                     PLEXUS INTERNATIONAL SERVICES, INC.


                                     By
                                       Angelo Ninivaggi
                                       President

                                     PTL INFORMATION TECHNOLOGY SERVICES CORP.


                                     By
                                       Angelo Ninivaggi
                                       President


                                       S-2



<PAGE>




                                     "LENDERS"

                                     HARRIS TRUST AND SAVINGS BANK, in its
                                       individual capacity as a Lender, as
                                       L/C Issuer, and as Administrative Agent


                                     By
                                       Name_____________________________________
                                       Title____________________________________

                                     Address:
                                     111 West Monroe Street
                                     Chicago, Illinois 60603
                                     Attention:   Michael M. Fordney
                                     Telecopy:    (312) 293-5041
                                     Telephone:   (312) 461-7514


                                       S-3

<PAGE>






                                     LASALLE BANK NATIONAL ASSOCIATION


                                     By
                                       Name_____________________________________
                                       Title____________________________________

                                     Address:
                                     135 South LaSalle Street
                                     Chicago, Illinois 60603
                                     Attention:   Lou D. Banach
                                     Telecopy:    (414) 224-0071
                                     Telephone:   (414) 224-0394


                                       S-4

<PAGE>






                                     NATIONAL CITY BANK


                                     By
                                       Name_____________________________________
                                       Title____________________________________

                                     Address:
                                     2021 Spring Road, Suite 600
                                     Oak Brook, IL 60523
                                     Attention:   Tiffany Cozzolino
                                     Telecopy:    (630) 954-3730
                                     Telephone:   (630) 954-5782


                                       S-5


<PAGE>




                                     THE BANK OF TOKYO - MITSUBISHI, LTD.,
                                       CHICAGO BRANCH


                                     By
                                       Name_____________________________________
                                       Title____________________________________

                                     Address:
                                     227 West Monroe Street, Suite 2300
                                     Chicago, Illinois 60606
                                     Attention:   Wayne Yamanaka
                                     Telecopy:    (312) 696-4535
                                     Telephone:   (312) 696-4664


                                       S-6

<PAGE>



                                     THE PROVIDENT BANK


                                     By
                                       Name_____________________________________
                                       Title____________________________________

                                     Address:
                                     __________________________
                                     __________________________

                                     Attention:     ________________
                                     Telecopy:      (___) ___-____
                                     Telephone:     (___) ___-____


                                       S-7



<PAGE>


                                    EXHIBIT A


                            NOTICE OF PAYMENT REQUEST



                                     [Date]



[Name of Lender]
[Address]

Attention:

         Reference is made to the Credit Agreement, dated as of October 22,
2003, among PLEXUS CORP., the Lenders party thereto, and Harris Trust and
Savings Bank, as Administrative Agent (the "Credit Agreement"). Capitalized
terms used herein and not defined herein have the meanings assigned to them in
the Credit Agreement. [The Borrower has failed to pay its Reimbursement
Obligation in the amount of $____________. Your Revolver Percentage of the
unpaid Reimbursement Obligation is $_____________] or [________________________
has been required to return a payment by the Borrower of a Reimbursement
Obligation in the amount of $_______________. Your Revolver Percentage of the
returned Reimbursement Obligation is $_______________.]

                                     Very truly yours,

                                     HARRIS TRUST AND SAVINGS BANK,
                                     as L/C Issuer



                                     By
                                       Name_____________________________________
                                       Title____________________________________



<PAGE>


                                    EXHIBIT B

                               NOTICE OF BORROWING

                                                   Date:_________________, ____

To:     Harris Trust and Savings Bank, as Administrative Agent for the Lenders
        parties to the Credit Agreement dated as of October 22, 2003 (as
        extended, renewed, amended or restated from time to time, the "Credit
        Agreement"), among Plexus Corp., certain Lenders which are signatories
        thereto, and Harris Trust and Savings Bank, as Administrative Agent

Ladies and Gentlemen:

         The undersigned, Plexus Corp. (the "Borrower"), refers to the Credit
Agreement, the terms defined therein being used herein as therein defined, and
hereby gives you notice irrevocably, pursuant to Section 1.5 of the Credit
Agreement, of the Borrowing specified below:

                  1. The Business Day of the proposed Borrowing is ___________,
         ____.

                  2. The aggregate amount of the proposed Borrowing is
         $______________.

                  3. The Borrowing is being advanced under the Revolving Credit.

                  4. The Borrowing is to be comprised of $___________ of [BASE
         RATE] [EURODOLLAR] Loans.

                  [5. THE DURATION OF THE INTEREST PERIOD FOR THE EURODOLLAR
         LOANS INCLUDED IN THE BORROWING SHALL BE ____________ MONTHS.]

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

                   (a) the representations and warranties of the Borrower
         contained in Section 6 of the Credit Agreement are true and correct as
         though made on and as of such date (except to the extent such
         representations and warranties relate to an earlier date, in which case
         they are true and correct as of such date); and

                  (b) no Default or Event of Default has occurred and is
         continuing or would result from such proposed Borrowing.

                                     PLEXUS CORP.


                                     By
                                       Name_____________________________________
                                       Title____________________________________


<PAGE>


                                    EXHIBIT C

                        NOTICE OF CONTINUATION/CONVERSION

                                                       Date:  ____________, ____

To:    Harris Trust and Savings Bank, as Administrative Agent for the Lenders
       parties to the Credit Agreement dated as of October 22, 2003 (as
       extended, renewed, amended or restated from time to time, the "Credit
       Agreement") among Plexus Corp., certain Lenders which are signatories
       thereto, and Harris Trust and Savings Bank, as Administrative Agent

Ladies and Gentlemen:

         The undersigned, Plexus Corp. (the "Borrower"), refers to the Credit
Agreement, the terms defined therein being used herein as therein defined, and
hereby gives you notice irrevocably, pursuant to Section 1.5 of the Credit
Agreement, of the [CONVERSION] [CONTINUATION] of the Loans specified herein,
that:

                  1. The conversion/continuation Date is __________, ____.

                  2. The aggregate amount of the Revolving Loans to be
         [CONVERTED] [CONTINUED] is $______________.

                  3. The Loans are to be [CONVERTED INTO] [CONTINUED AS]
         [EURODOLLAR] [BASE RATE] Loans.

                  4. [IF APPLICABLE:] The duration of the Interest Period for
         the Revolving Loans included in the [CONVERSION] [CONTINUATION] shall
         be _________ months.

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the proposed conversion/continuation
date, before and after giving effect thereto and to the application of the
proceeds therefrom:

                  (a) the representations and warranties of the Borrower
         contained in Section 6 of the Credit Agreement are true and correct as
         though made on and as of such date (except to the extent such
         representations and warranties relate to an earlier date, in which case
         they are true and correct as of such date); provided, however, that
         this condition shall not apply to the conversion of an outstanding
         Eurodollar Loan to a Base Rate Loan; and

                  (b) no Default or Event of Default has occurred and is
         continuing, or would result from such proposed [CONVERSION]
         [CONTINUATION].

                                     PLEXUS CORP.


                                     By
                                       Name_____________________________________
                                       Title____________________________________


<PAGE>



                                   EXHIBIT D-1


                                 REVOLVING NOTE

U.S. $_______________                                           October 22, 2003

         FOR VALUE RECEIVED, the undersigned, Plexus Corp., a Wisconsin
corporation (the "Borrower"), hereby promises to pay to the order of
____________________ (the "Lender") on the Revolving Credit Termination Date of
the hereinafter defined Credit Agreement, at the principal office of Harris
Trust and Savings Bank, as Administrative Agent, in Chicago, Illinois, in
immediately available funds, the principal sum of ___________________ Dollars
($__________) or, if less, the aggregate unpaid principal amount of all
Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, together with interest on the principal amount of each Revolving Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.

         This Note is one of the Revolving Notes referred to in the Credit
Agreement dated as of October 22, 2003, among the Borrower, the Guarantors party
thereto, the Lenders party thereto, and Harris Trust and Savings Bank, as
Administrative Agent for the Lenders (the "Credit Agreement"), and this Note and
the holder hereof are entitled to all the benefits and security provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.

         Voluntary prepayments may be made hereon, certain prepayments are
required to be made hereon, and this Note may be declared due prior to the
expressed maturity hereof, all in the events, on the terms and in the manner as
provided for in the Credit Agreement.

         The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.

                                     PLEXUS CORP.



                                     By
                                       Name_____________________________________
                                       Title____________________________________



<PAGE>




                                   EXHIBIT D-2

                                   SWING NOTE

U.S. $_____________                                             October 22, 2003

         FOR VALUE RECEIVED, the undersigned, Plexus Corp., a Wisconsin
corporation (the "Borrower"), hereby promises to pay to the order of
___________________ (the "Lender") on the Revolving Credit Termination Date of
the hereinafter defined Credit Agreement, at the principal office of Harris
Trust and Savings Bank, as Administrative Agent, in Chicago, Illinois, in
immediately available funds, the principal sum of ________________________
Dollars ($___________) or, if less, the aggregate unpaid principal amount of all
Swing Loans made by the Lender to the Borrower pursuant to the Credit Agreement,
together with interest on the principal amount of each Swing Loan from time to
time outstanding hereunder at the rates, and payable in the manner and on the
dates, specified in the Credit Agreement.

         This Note is the Swing Note referred to in the Credit Agreement dated
as of October 22, 2003, among the Borrower, the Guarantors party thereto, the
Lenders party thereto, and Harris Trust and Savings Bank, as Administrative
Agent for the Lenders (the "Credit Agreement"), and this Note and the holder
hereof are entitled to all the benefits and security provided for thereby or
referred to therein, to which Credit Agreement reference is hereby made for a
statement thereof. All defined terms used in this Note, except terms otherwise
defined herein, shall have the same meaning as in the Credit Agreement. This
Note shall be governed by and construed in accordance with the internal laws of
the State of Illinois.

         Voluntary prepayments may be made hereon, certain prepayments are
required to be made hereon, and this Note may be declared due prior to the
expressed maturity hereof, all in the events, on the terms and in the manner as
provided for in the Credit Agreement.

         The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.

                                     PLEXUS CORP.



                                     By
                                       Name_____________________________________
                                       Title____________________________________






<PAGE>



                                    EXHIBIT E


                                  PLEXUS CORP.


                           BORROWING BASE CERTIFICATE


To:      Harris Trust and Savings Bank, as
         Administrative Agent under, and the Lenders
         party to, the Credit Agreement described below.

         Pursuant to the terms of the Credit Agreement dated as of October 22,
2003, among us (the "Credit Agreement"), we submit this Borrowing Base
Certificate to you and certify that the information set forth below and on any
attachments to this Certificate is true, correct and complete as of the date of
this Certificate.
<TABLE>
<S>                                                                  <C>                      <C>
A.    RECEIVABLES IN BORROWING BASE

      1.      Gross Receivables                                                                ____________________

              Less

              (a) Ineligible sales                                    ____________________

              (b) Owed by an account debtor who is an Affiliate       ____________________

              (c) Owed by an account debtor who is in an insolvency   ____________________
                  or reorganization proceeding

              (d) Credits/allowances                                  ____________________

              (e) Terms longer than 60 days from invoice date         ____________________

              (f) Unpaid more than 90 days from invoice date          ____________________

              (g) Owing from an Account Debtor more than 25% of       ____________________
                  whose Receivables are ineligible under clause (f)
                  (taint factor)

              (h) Concentration exceeding 15%                         ____________________

              (i) Otherwise ineligible                                ____________________

      2.      Total Deductions (sum of lines A1a - A1g)                                        ____________________

      3.      Eligible Receivables (line A1 minus line A2)                                     ____________________

</TABLE>


<PAGE>
<TABLE>
<S>     <C>                                                            <C>                     <C>

      4.      Eligible Receivables in Borrowing Base                                           ____________________
              (line A3 x .85)

B.     INVENTORY IN BORROWING BASE

      1.      Gross inventory of Finished Goods and Raw Materials                              ____________________

      2.      Less

              (a)   Finished Goods and Raw Materials not located at   ____________________
                    approved locations

              (b)   Obsolete, slow moving, or not merchantable        ____________________

              (c)   Otherwise ineligible                              ____________________

      3.      Total Deductions (sum of lines B2a - B2c above)                                  ____________________

      4.      Eligible Inventory (line B1 minus line B3)                                       ____________________

      5.      Eligible Inventory in Borrowing Base (lesser of line B4                          ____________________
              x .25 and $30,000,000)

C.     TOTAL BORROWING BASE

      1.      Line A4                                                 ____________________

      2.      Line B5                                                 ____________________

      3.      Sum of Lines C1 and C2 (Borrowing Base)                 ____________________

D.     REVOLVING CREDIT ADVANCES

      1.      Loans                                                   ____________________

      2.      Letters of Credit                                       ____________________

      3.      Total Outstandings (line D1 plus D2)                                             ____________________

</TABLE>



                                        2


<PAGE>



E.     AVAILABLE BORROWING BASE COLLATERAL

              (line C3 minus line D3)                       ____________________

         Dated as of this ______ day of __________________.

                                     PLEXUS CORP.


                                     By
                                       Name_____________________________________
                                       Title____________________________________



                                        3


<PAGE>



                                    EXHIBIT F


                                  PLEXUS CORP.


                             COMPLIANCE CERTIFICATE


To:      Harris Trust and Savings Bank, as
         Administrative Agent under, and the Lenders
         party to, the Credit Agreement described below

         This Compliance Certificate is furnished to the Administrative Agent
and the Lenders pursuant to that certain Credit Agreement dated as of October
22, 2003, among us (the "Credit Agreement"). Unless otherwise defined herein,
the terms used in this Compliance Certificate have the meanings ascribed thereto
in the Credit Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected ____________ of Plexus Corp.;

         2. I have reviewed the terms of the Credit Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or the occurrence of any
event which constitutes a Default or Event of Default during or at the end of
the accounting period covered by the attached financial statements or as of the
date of this Compliance Certificate, except as set forth below;

         4. The financial statements required by Section 8.5 of the Credit
Agreement and being furnished to you concurrently with this Compliance
Certificate are true, correct and complete as of the date and for the periods
covered thereby; and

         5. The Schedule I hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my knowledge,
true, complete and correct and have been made in accordance with the relevant
Sections of the Credit Agreement.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:



<PAGE>


         _______________________________________________________________
         _______________________________________________________________
         _______________________________________________________________
         _______________________________________________________________

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ______ day of
__________________ 20___.

                                     PLEXUS CORP.



                                     By
                                       Name_____________________________________
                                       Title____________________________________



                                       -2-

<PAGE>



                                   SCHEDULE I
                            TO COMPLIANCE CERTIFICATE


                                  PLEXUS CORP.


                             COMPLIANCE CALCULATIONS
                FOR CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2003

                    CALCULATIONS AS OF _____________, _______


<TABLE>
<S>     <C>                                                                                     <C>
A.       Total Leverage Ratio (Section 8.21(a))

         1.     Total Funded Debt                                                                $___________

         2.     Tangible Net Worth                                                               $___________

         3.     Line A1 plus Line A2 ("Tangible Capital")                                        $___________

         4.     Ratio of Line A1 to A3                                                             ____:1.0

         5.     Line A4 ratio must not exceed                                                      0.35:1.0

         6.     The Borrower is in compliance (circle yes or no)                                    yes/no

B.       Minimum Cash and Marketable Securities (Section 8.21(b))

         1.     Domestic cash on deposit                                                         $___________

         2.     Marketable domestic securities                                                   $___________

         3.     Sum of lines B1 and B2                                                           $___________

         4.     Line B3 must not be less than                                                    $40,000,000

         5.     The Borrower is in compliance (circle yes or no)                                    yes/no

C.       Minimum Tangible Net Worth (Section 8.21(c))

         1.     Tangible Net Worth                                                               $___________

         2.     Base amount required                                                             $245,000,000

         3.     50% of Net Income (if positive) for each quarter ending on or after              $___________
                12/31/03

         4.     Sum of Lines C2 and C3 (Required minimum)                                        $___________

         5.     The Borrower is in compliance (circle yes or no)                                    yes/no
</TABLE>



<PAGE>


<TABLE>
<S>     <C>                                                                                     <C>
D.       Minimum Adjusted EBITDA (Section 8.21(d))

         1.     Net Income for calculation period                                                $___________

         2.     Interest Expense for calculation period                                          $___________

         3.     Income taxes for calculation period                                              $___________

         4.     Depreciation and Amortization Expense for calculation period                     $___________

         5.     Sum of lines D1, D2, D3 and D4 ("EBITDA")                                        $___________

         6.     EBITDA of Acquired Businesses during calculation period prior to
                Acquisition and not otherwise included in Net Income                             $___________

         7.     Non-cash restructuring/other non-cash non-recurring charges for
                calculation period (not to exceed $15,000,000 during term of Agreement)          $___________

         8.     Sum of lines D5, D6 and D7 ("Adjusted EBITDA")
                                                                                                 $___________

         9.     Line D8 must not be less than                                                    $___________

         10.    The Borrower is in compliance (circle yes or no)                                    yes/no

E.       Maximum Rentals (Section 8.21(f))

         1.     Obligations for fixed rentals or other consideration payable under               $___________
                Operating Leases during most recent fiscal year

         2.     Line F1 shall not be greater than                                                $24,000,000

         3.     The Borrower is in compliance (circle yes or no)                                    yes/no
</TABLE>


                                       -2-
<PAGE>


                                    EXHIBIT G


                         ADDITIONAL GUARANTOR SUPPLEMENT

                                                             ______________, ___

Harris Trust and Savings Bank, as
Administrative Agent for the Lenders
named in the Credit Agreement dated
as of October 22, 2003, among Plexus
Corp., as Borrower, the Guarantors
referred to therein, the Lenders from
time to time party thereto, and the
Administrative Agent (the "Credit
Agreement")

Ladies and Gentlemen:

         Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

         The undersigned, [NAME OF SUBSIDIARY GUARANTOR], a [JURISDICTION OF
INCORPORATION OR ORGANIZATION] hereby elects to be a "Guarantor" for all
purposes of the Credit Agreement, effective from the date hereof. The
undersigned confirms that the representations and warranties set forth in
Section 6 of the Credit Agreement are true and correct as to the undersigned as
of the date hereof and the undersigned shall comply with each of the covenants
set forth in Section 8 of the Credit Agreement applicable to it.

         Without limiting the generality of the foregoing, the undersigned
hereby agrees to perform all the obligations of a Guarantor under, and to be
bound in all respects by the terms of, the Credit Agreement, including without
limitation Section 12 thereof, to the same extent and with the same force and
effect as if the undersigned were a signatory party thereto.

         The undersigned acknowledges that this Agreement shall be effective
upon its execution and delivery by the undersigned to the Administrative Agent,
and it shall not be necessary for the Administrative Agent or any Lender, or any
of their Affiliates entitled to the benefits hereof, to execute this Agreement
or any other acceptance hereof. This Agreement shall be construed in accordance
with and governed by the internal laws of the State of Illinois.

                                          Very truly yours,

                                          [NAME OF SUBSIDIARY GUARANTOR]


                                          By
                                             Name______________________________
                                             Title_____________________________
<PAGE>
                                    EXHIBIT H

                            ASSIGNMENT AND ACCEPTANCE


                           Dated _____________, _____



         Reference is made to the Credit Agreement dated as of October 22, 2003
(the "Credit Agreement") among Plexus Corp., the Guarantors party thereto, the
Lenders party thereto, and Harris Trust and Savings Bank, as Administrative
Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.

         ______________________________________________________ (the "Assignor")
and _________________________ (the "Assignee") agree as follows:

                    1. The Assignor hereby sells and assigns to the Assignee,
         and the Assignee hereby purchases and assumes from the Assignor, a
         _______% interest in and to all of the Assignor's rights and
         obligations under the Credit Agreement as of the Effective Date (as
         defined below), including, without limitation, such percentage interest
         in the Assignor's Revolving Credit Commitments as in effect on the
         Effective Date and the Loans, if any, owing to the Assignor on the
         Effective Date and the Assignor's Revolver Percentage of any
         outstanding L/C Obligations.

                    2. The Assignor (i) represents and warrants that as of the
         date hereof (A) its Revolving Credit Commitment is $_______________,
         (B) the aggregate outstanding principal amount of Loans made by it
         under the Credit Agreement that have not been repaid is $___________
         and a description of the interest rates and interest periods of such
         Loans is attached as Annex 1 hereto, and (C) the aggregate principal
         amount of Assignor's Revolver Percentage of outstanding L/C Obligations
         is $___________; (ii) represents and warrants that it is the legal and
         beneficial owner of the interest being assigned by it hereunder and
         that such interest is free and clear of any adverse claim, lien, or
         encumbrance of any kind; (iii) makes no representation or warranty and
         assumes no responsibility with respect to any statements, warranties or
         representations made in or in connection with the Credit Agreement or
         the execution, legality, validity, enforceability, genuineness,
         sufficiency or value of the Credit Agreement or any other instrument or
         document furnished pursuant thereto; and (iv) makes no representation
         or warranty and assumes no responsibility with respect to the financial
         condition of the Borrower or any Subsidiary or the performance or
         observance by the Borrower or any Subsidiary of any of their respective
         obligations under the Credit Agreement or any other instrument or
         document furnished pursuant thereto.

                    3. The Assignee (i) confirms that it has received a copy of
         the Credit Agreement, together with copies of the most recent financial
         statements delivered to the Lenders pursuant to Section 8.5(b), (c),
         and (d) thereof and such other documents and
<PAGE>
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Assignment and Acceptance;
         (ii) agrees that it will, independently and without reliance upon the
         Administrative Agent, the Assignor or any other Lender and based on
         such documents and information as it shall deem appropriate at the
         time, continue to make its own credit decisions in taking or not taking
         action under the Credit Agreement; (iii) appoints and authorizes the
         Administrative Agent to take such action as Administrative Agent on its
         behalf and to exercise such powers under the Credit Agreement and the
         other Loan Documents as are delegated to the Administrative Agent by
         the terms thereof, together with such powers as are reasonably
         incidental thereto; (iv) agrees that it will perform in accordance with
         their terms all of the obligations which by the terms of the Credit
         Agreement are required to be performed by it as a Lender; and (v)
         specifies as its lending office (and address for notices) the offices
         set forth beneath its name on the signature pages hereof.

                    4. As consideration for the assignment and sale contemplated
         in Annex 1 hereof, the Assignee shall pay to the Assignor on the
         Effective Date in Federal funds the amount agreed upon by the Assignor
         and the Assignee. It is understood that commitment and/or letter of
         credit fees accrued to the Effective Date with respect to the interest
         assigned hereby are for the account of the Assignor and such fees
         accruing from and including the date hereof are for the account of the
         Assignee. Each of the Assignor and the Assignee hereby agrees that if
         it receives any amount under the Credit Agreement which is for the
         account of the other party hereto, it shall receive the same for the
         account of such other party to the extent of such other party's
         interest therein and shall promptly pay the same to such other party.

                    5. The effective date for this Assignment and Acceptance
         shall be ___________ (the "Effective Date"). Following the execution of
         this Assignment and Acceptance, it will be delivered to the
         Administrative Agent for acceptance and recording by the Administrative
         Agent and, if required, the Borrower.

                    6. Upon such acceptance and recording, as of the Effective
         Date, (i) the Assignee shall be a party to the Credit Agreement and, to
         the extent provided in this Assignment and Acceptance, have the rights
         and obligations of a Lender thereunder and (ii) the Assignor shall, to
         the extent provided in this Assignment and Acceptance, relinquish its
         rights and be released from its obligations under the Credit Agreement.

                    7. Upon such acceptance and recording, from and after the
         Effective Date, the Administrative Agent shall make all payments under
         the Credit Agreement in respect of the interest assigned hereby
         (including, without limitation, all payments of principal, interest and
         commitment fees with respect thereto) to the Assignee. The Assignor and
         Assignee shall make all appropriate adjustments in payments under the
         Credit Agreement for periods prior to the Effective Date directly
         between themselves.

                    8. In accordance with Section 13.12 of the Credit Agreement,
         the Assignor and the Assignee request and direct that the
         Administrative Agent prepare and cause the Borrower to execute and
         deliver to the Assignee the relevant Notes payable to the


                                      -2-
<PAGE>
         Assignee in the amount of its Revolving Credit Commitments and new
         Notes to the Assignor in the amount of its Revolving Credit Commitments
         after giving effect to this assignment.

                    9. This Assignment and Acceptance shall be governed by, and
         construed in accordance with, the laws of the State of Illinois.

                                       [Assignor Lender]


                                       By
                                          Name_________________________________
                                          Title________________________________

                                       [Assignee Lender]


                                       By
                                          Name_________________________________
                                          Title________________________________

                                       Lending office (and address for notices):

Accepted and consented this
____ day of _____________

PLEXUS CORP.


By_________________________________
     Name__________________________
     Title_________________________

Accepted and consented to by the Administrative
  Agent and L/C Issuer this ___ day of ________

HARRIS TRUST AND SAVINGS BANK, as
  Administrative Agent and L/C Issuer


By_________________________________
     Name__________________________
     Title_________________________




                                      -3-
<PAGE>
                                     ANNEX I
                          TO ASSIGNMENT AND ACCEPTANCE

PRINCIPAL AMOUNT        TYPE OF LOAN         INTEREST RATE        MATURITY DATE





<PAGE>
                                   SCHEDULE 1

                          REVOLVING CREDIT COMMITMENTS

<TABLE>
<CAPTION>
                                           REVOLVING CREDIT        SWING LINE
           NAME OF LENDER                     COMMITMENT           COMMITMENT

<S>                                        <C>                   <C>
   Harris Trust and Savings Bank             $ 29,000,000          $5,000,000

       LaSalle Bank National                 $ 24,000,000          $      -0-
            Association

         National City Bank                  $ 24,000,000          $      -0-

   The Bank of Tokyo - Mitsubishi,           $ 14,000,000          $      -0-
         Ltd., Chicago Branch

         The Provident Bank                  $  9,000,000          $      -0-

       TOTAL                                 $100,000,000          $5,000,000
                                             ============          ==========
</TABLE>
<PAGE>
                                  SCHEDULE 6.2


                                  SUBSIDIARIES


<TABLE>
<CAPTION>
                                                   JURISDICTION               PERCENTAGE
                NAME                               ORGANIZATION               OWNERSHIP               OWNER

<S>                                             <C>                             <C>         <C>
Plexus Services Corp.                                  Nevada                    100%                Borrower

Plexus Electronic Assembly Corp.                       Nevada                    100%          Plexus Services Corp.

Plexus Intl. Sales & Logistics, LLC                   Delaware                   100%            Plexus Electronic
                                                                                                  Assembly Corp.

Plexus QS, LLC                                        Delaware                   100%            Plexus Electronic
                                                                                                  Assembly Corp.

Plexus Technology Group Inc.                           Nevada                    100%          Plexus Services Corp.

Plexus International Services, Inc.                    Nevada                    100%                Borrower

Plexus ABS, Inc. (special purpose entity               Nevada                    100%                Borrower
to be dissolved)

PTL Information Technology Services Corp.              Nevada                    100%                Borrower

Plexus Electronica S. de R.L. de C.V.                  Mexico                     99%(1)       Plexus Intl. Sales &
                                                                                                  Logistics, LLC

Plexus Servicios, S. de R.L. de C.V.                   Mexico                     99%(1)       Plexus Electronica S.
                                                                                                  de R.L. de C.V.

Plexus Corp. Limited                               United Kingdom                100%          Plexus International
                                                                                                  Services, Inc.
</TABLE>

------------------------------------------
(1) Remaining 1% owned by Plexus QS, LLC






<PAGE>
<TABLE>
<S>                                            <C>                               <C>          <C>


Plexus Asia, Ltd.                              British Virgin Islands             81%(2)       Plexus International
                                                                                                  Services, Inc.

Plexus Technology Group, Limited (inactive)        United Kingdom                100%          Plexus International
                                                                                                  Services, Ltd.

Plexus Corp. (UK) Limited                          United Kingdom                100%          Plexus Corp. Limited

Plexus Corp. (Kelso) Limited (inactive)            United Kingdom                100%            Plexus Corp. (UK)
                                                                                                      Limited

Plexus Corp. (Maldon) Limited (inactive)           United Kingdom                100%            Plexus Corp. (UK)
                                                                                                      Limited

Plexus (Xiamen) Co. Ltd.                               China                     100%            Plexus Asia, Ltd.

Plexus Manufacturing Sdn. Bhd.                        Malaysia                   100%            Plexus Asia, Ltd.
</TABLE>

-----------------------------------------------------
(2) Remaining 19% owned by Plexus Corp. (UK) Limited





                                      -2-
<PAGE>
                                  SCHEDULE 6.8


                       TRADEMARKS, FRANCHISES AND LICENSES

         Plexus Corp. (along with hundreds of other companies) has been sued by
the Lemelson Medical, Educational & Research Foundation Limited Partnership
("Lemelson") for alleged possible infringement of certain Lemelson patents. The
complaint, which is one of a series of complaints by Lemelson against hundreds
of companies, seeks injunctive relief, treble damages (amount unspecified) and
attorney's fees. Plexus Corp. has obtained a stay of action pending developments
in other related litigation; that litigation is currently expected to be tried
in November 2003. Plexus Corp. believes the vendors from which patent-related
equipment was purchased may be required to contractually indemnify it. However,
based upon Plexus Corp.'s observation of the plaintiff's actions in other
parallel cases, it appears that the primary objective of the plaintiff is to
cause defendants to enter into license agreements. If a judgment is rendered
and/or a license fee required, it is the opinion of the management of Plexus
Corp. that such judgment or fee would not be material to Plexus Corp.'s
consolidated financial position or the results of its operations. Lemelson
Medical, Educational & Research Foundation Limited Partnership vs. Esco
Electronics Corporation et al, US District Court for the District of Arizona,
Case Number CIV 000660 PHX JWS (2000).
<PAGE>
                                  SCHEDULE 8.7


                               EXISTING GUARANTEES


         Plexus Corp. has two existing guarantees to the following parties and
for the following outstanding amounts:



<TABLE>
<CAPTION>
            Party                                Amount Outstanding
            -----                                ------------------

<S>                                              <C>
Samsung                                               $14,878.90

ATI Technology Systems Corp.                               $0.00
</TABLE>