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EXECUTION COPY




  FIRST AMENDMENT TO CREDIT AGREEMENT  



    This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered into as of January 3,
2000, is by and between MARTEN TRANSPORT, LTD., a Delaware corporation (the "Borrower"), the banks which are signatories hereto (individually, a "Bank" and, collectively, the "Banks"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks (in such capacity, the "Agent").


RECITALS


    1.  The
Borrower and U.S. Bank National Association, in its capacity as a Bank and the Agent, entered into a Credit Agreement dated as of October 30, 1998 (the
"Credit Agreement");


    2.  U.S.
Bank National Association, in its capacity as a Bank, has extended to the Borrower, pursuant to the terms of the Credit Agreement, a revolving loan in the
amount of $40,000,000. The Borrower has requested, among other things, that the Revolving Commitment Amount under the Credit Agreement be increased to $50,000,000, and The Northern Trust Company is
willing to extend a $10,000,000 revolving loan to the Borrower and become a Bank under Section 9.6 of the Credit Agreement; and


    3.  The
Borrower desires to amend certain other provisions of the Credit Agreement, and the Banks and Agent have agreed to make such amendments, subject to the terms
and conditions set forth in this Amendment.




  AGREEMENT  


    NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby covenant and agree to be bound as follows:


    Section 1.  Capitalized Terms.  Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, unless the context shall otherwise require.



    Section 2.  Amendments.  The Credit Agreement is hereby
amended as follows:



    2.1  Definitions.  (a) The definition of
Applicable Margin, contained in Section 1.1 of the Credit Agreement, is amended to read in its entirety as follows:



    "Applicable Margin": With respect to Eurodollar Rate Advances, the rate per annum corresponding with the Cash Flow Leverage Ratio as of
the last day of the preceding fiscal quarter:



	Cash Flow Leverage Ratio

	 	Applicable Margin
	 
	>3.00	 	1.500	%
	>2.25 and <=3.00	 	1.250	%
	>1.75 and <=2.25	 	0.875	%
	>1.00 and <=1.75	 	0.750	%
	<=1.00	 	0.625	%




    (b) Section 1.1
of the Credit Agreement is further amended by adding the following definition of "Fee Letter":


    "Fee Letter": The confidential letter, dated as of January 3, 2000, from the Agent to the Borrower.










    (c) The
definition of Revolving Commitment Amount, contained in Section 1.1 of the Credit
Agreement, is amended to read in its entirety as follows:


    "Revolving Commitment Amount": With respect to a Bank, initially the amount set forth with respect to that Bank on Schedule I,
as the same may be amended from time to time, but as the same may be reduced from time to time pursuant to Section 2.13.


    2.2  Required Banks.  The Credit Agreement is amended by
replacing the term "Majority Banks" in all instances in which it appears in the Credit Agreement with the term "Required Banks", and Section 1.1 of the Credit Agreement is further amended by
adding the following definition of "Required Banks":



    "Required Banks": At any time there are one or two Banks, both such Banks; at any time there are three or more Banks, Banks holding at
least 662/3% of the aggregate unpaid principal amount of the Revolving Notes or, if no Revolving Loans are at the time outstanding hereunder, Banks holding at least
662/3% if the Aggregate Revolving Commitment Amounts.


    2.3  Agreement to Repay Letter of Credit Drawings.  The
first sentence of Section 2.11 of the Credit Agreement is deleted and replaced with the following two sentences:



If
the Agent has received documents purporting to draw under a Letter of Credit that the Agent believes conform to the requirements of the Letter of Credit, it shall honor such drawing and provide
Borrower with notice of such drawing. If the Agent has received documents purporting to draw under a Letter of Credit that the Agent believes does not conform to the requirements of the Letter of
Credit, it shall notify the Borrower of such fact and, if Agent nevertheless is authorized to honor such draw by the Borrower, the Agent may honor such nonconforming
draw, provided, however, if a Default has occurred and is continuing, the Agent may do so only with the consent of all of the Banks




    2.4  Revolving Commitment Fee.  Section 2.15 of
the Credit Agreement is amended by deleting the revolving commitment fee table as it appears therein and inserting in lieu thereof the following table:



	Cash Flow Leverage Ratio

	 	Rate Per Annum
	 
	>3.00	 	0.3750	%
	>2.25 and <=3.00	 	0.3125	%
	>1.75 and <=2.25	 	0.2500	%
	>1.00 and <=1.75	 	0.1875	%
	<=1.00	 	0.1500	%




    2.5  Letter of Credit Fees.  Section 2.16 of the
Credit Agreement is amended by deleting the letter of credit fee table as it appears therein and inserting in lieu thereof the following table:



	Cash Flow Leverage Ratio

	 	Rate Per Annum
	 
	>3.00	 	1.500	%
	>2.25 and <=3.00	 	1.250	%
	>1.75 and <=2.25	 	0.875	%
	>1.00 and <=1.75	 	0.750	%
	<=1.00	 	0.625	%




    2.6  Financial Statements and
Reports.  Section 5.1(d) and Section 5.1(e) of the Credit Agreement are amended by deleting the phrase "chief financial officer of the Borrower" as
it appears therein and inserting in lieu thereof the phrase "either the chief financial officer of the Borrower or the vice president of finance of the Borrower".



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    2.7  Inspection.  Section 5.5 of the Credit
Agreement is amended to read in its entirety as follows:


    The
Borrower shall permit any Persons designated by the Agent or any Bank to visit and inspect any of the properties, corporate books and financial records of the Borrower and
Subsidiaries, to examine and to make copies of the books of accounts and other financial records of the Borrower and the Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower
and the Subsidiaries with, and to be advised as to the same by, its officers at such reasonable times and intervals as the Agent or any such Bank may designate. So long as No Event of Default exists,
the expenses of the Agent or any such Bank for such visits, inspections and examinations shall be at the expense of the Agent or any such Bank, but such visits, inspections and examinations made while
any Event of Default is continuing shall be at the expense of the Borrower.


    2.8  Year 2000.  Section 5.12 of the Credit
Agreement is amended to read in its entirety as follows:


    The
Borrower has (a) reviewed and assessed its business operations, equipment and machinery and computer systems and applications to address the "year 2000 problem" (that is,
that computer applications and other equipment used by the Borrower, directly or indirectly through third parties, may be unable to perform properly date-sensitive functions before, during
and after January 1, 2000); (b) developed a plan and contingency plan which included expense estimates to address the year 2000 problem and remediated any material year 2000 problem; and
(c) substantially completed implementation and testing of the plan as of the date hereof.


    2.9  Transferees.  The second sentence of
Section 9.6 of the Credit Agreement is amended to read in its entirety as follows:


    Each
Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of $10,000,000) of its Revolving Commitments, the
Revolving Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions
("Transferees"); provided, however, that a Bank may dispose of a Transferred Interest only with the consents of the Agent and the
Borrower (which consents shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $3,000 for each
party. Notwithstanding the preceding sentence, a Bank may dispose of a Transferred Interest without consent of the Borrower if an Event of Default has occurred and is continuing.




    Section 3.  Schedule I.  The Credit
Agreement is hereby amended to include Schedule I in the form attached hereto.


    Section 4.  Effectiveness of Amendments.  The
amendments contained in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following:



    4.1 This Amendment and a new Revolving Note payable to The Northern Trust Company in the principal amount of $10,000,000
in the form of Exhibit 4.1 hereto (the "Northern Trust Revolving Note") duly executed by the Borrower.


    4.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Amendment and the Revolving Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary
(i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a
certificate of the Secretary of the Borrower dated October 30, 1998,



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and
(ii) identifying each officer of the Borrower authorized to execute this Amendment, the Northern Trust Revolving Note, and any other instrument or agreement executed by the Borrower in
connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer
holds.


    4.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory
approval (if any) with respect to this Amendment.


    4.4 An opinion of counsel to the Borrower in the form of Exhibit 4.4 attached to this Amendment, duly executed by
said counsel.


    4.5 A copy of the Fee Letter, dated as of the date hereof, duly executed by the Borrower.



    4.6 A good standing certificate for the Borrower from the States of Delaware, Wisconsin, California, Oregon, and Georgia
issued not more than 30 days prior to the date of this Amendment.


    4.7 All fees, costs and expenses due and payable pursuant to the Fee Letter, payable in Immediately Available Funds on
the date hereof.


    4.8 The Borrower shall have satisfied such other conditions as specified by the Agent and the Banks, including payment
of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.




    Section 5.  Representations, Warranties, Authority, No Adverse
Claim.  



    5.1  Reassertion of Representations and Warranties, No
Default.  The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and
warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of
the Credit Agreement, and (b) there will exist no Default or Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Agent and the
Banks.


    5.2  Authority, No Conflict, No Consent Required.  The
Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into the Amendment Documents and has duly authorized as appropriate the execution and delivery
of the Amendment Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper corporate, and none of the Amendment Documents nor
the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the
Borrower's Certificate of Incorporation, Bylaws or any other agreement or requirement of law in which the consequences of such default or violation could have a material adverse effect on the
business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property
under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Banks. The Borrower represents and warrants that no consent,
approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the
Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein
described, except for those which the Borrower has obtained or provided



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and
as to which the Borrower has delivered certified copies of documents evidencing each such action to the Agent.


    5.3  No Adverse Claim.  The Borrower warrants,
acknowledges and agrees that no events have taken place and no circumstances exist at the date hereof which would give the Borrower a basis to assert a defense, offset or counterclaim to any claim of
the Agent or the Banks with respect to the Obligations or the Borrower's obligations under the Credit Agreement as amended by this Amendment.




    Section 6.  Affirmation of Credit Agreement, Further
References.  The Agent, the Banks, and the Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in
all respects and all terms, conditions and provisions of the Credit Agreement, except as
amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby amended and shall refer to the Credit
Agreement as amended by this Amendment. All of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and representations of the Borrower under such
documents and any and all other documents and agreements entered into with respect to the obligations under the Credit Agreement are incorporated herein by reference and are hereby ratified and
affirmed in all respects by the Borrower.


    Section 7.  Merger and Integration, Superseding
Effect.  This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged
into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment, shall control with respect to the specific
subjects hereof and thereof.


    Section 8.  Severability.  Whenever possible, each
provision of this Amendment and the other Amendment Documents and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in
such manner as to be effective, valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment, the other Amendment Documents or any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited, invalid or unenforceable under the applicable law, such provision shall be
ineffective in such jurisdiction only to the extent of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the
remaining provisions of this Amendment, the other Amendment Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.



    Section 9.  Successors.  The Amendment Documents
shall be binding upon the Borrower, the Banks, and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Banks, and the Agent and the successors
and assigns of the Banks and the Agent.


    Section 10.  Legal Expenses.  As provided in
Section 9.2 of the Credit Agreement, the Borrower agrees to reimburse the Agent, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including
attorney' fees and legal expenses of Dorsey & Whitney LLP, counsel for the Agent) incurred in connection with the Credit Agreement, including in connection with the negotiation, preparation and
execution of the Amendment Documents and all other documents negotiated, prepared and executed in connection with the Amendment Documents, and in enforcing the obligations of the Borrower under the
Amendment Documents, and to pay and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the
Amendment Documents, which obligations of the Borrower shall survive any termination of the Credit Agreement.


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    Section 11.  Headings.  The headings of various
sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.


    Section 12.  Counterparts.  The Amendment
Documents may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded
as one and the same document, and either party to the Amendment Documents may execute any such agreement by executing a counterpart of such agreement.


    Section 13.  Governing
Law.  THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW
PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.


    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.



	 	 	MARTEN TRANSPORT, LTD.
	 

 	 
 	 
 By:	 

 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	129 Marten Street

Mondovi, Wisconsin 54755
	 
 Revolving Commitment

Amount:	 
 	 
 U.S. BANK NATIONAL ASSOCIATION

In its individual corporate capacity and as Agent
	 

$40,000,000	 
 	 

By:	 

 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	601 Second Avenue South,

MPFP0602

Minneapolis, MN 55402-4302

ATTN: Michael J. Reymann
	 
 Revolving Commitment

Amount:	 
 	 
 THE NORTHERN TRUST COMPANY
	 

$10,000,000	 
 	 

By:	 

 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	50 South LaSalle Street

Chicago, IL 60675

ATTN: Daniel Hintzen



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  SCHEDULE I
   TO THE CREDIT AGREEMENT  



	Name and Notice Address of Bank

	 	Revolving Commitment Amount

	U.S. Bank National Association

601 Second Avenue South, MPFP0602

Minneapolis, MN 55402-4302

ATTN: Michael J. Reymann	 	$
 
	40,000,000

 


	 

The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

ATTN: Daniel Hintzen	 
 	 
$
 
	 

10,000,000

 





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EXHIBIT 4.1 TO FIRST AMENDMENT

TO CREDIT AGREEMENT




  REVOLVING NOTE  



	$10,000,000 January 3, 2000	 	Minneapolis, Minnesota



    FOR
VALUE RECEIVED, MARTEN TRANSPORT LTD., a Delaware corporation, hereby promises to pay to the order of The Northern Trust Company (the "Bank") at the main office of U.S.
Bank National Association, as Agent for the Bank, in Minneapolis, Minnesota, in lawful money of the United States of America in Immediately Available Funds (as such term and each other capitalized
term used herein are defined in the Credit Agreement hereinafter referred to) on the Revolving Commitment Ending Date, the principal amount of TEN MILLION AND NO/100 DOLLARS ($10,000,000) or, if less,
the aggregate unpaid principal amount of the Revolving Loans made by the Bank under the Credit Agreement, and to pay interest (computed on the basis of actual days elapsed and a year of
360 days) in like funds on the unpaid principal amount hereof from time to time outstanding at the rates and times set forth in the Credit Agreement.



    This
note is one of the Revolving Notes referred to in the Credit Agreement dated as of October 30, 1998, as amended by that certain First Amendment to Credit Agreement dated
as of January 3, 2000 (as the same may hereafter from time to time be further amended, restated or otherwise modified, the "Credit Agreement") among the undersigned, the Bank and the other
banks named therein. This note is subject to certain permissive and mandatory prepayments and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement.


    In
the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys' fees. The undersigned waives demand,
presentment, notice of nonpayment, protest, notice of protest and notice of dishonor.


    THE
VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.



	 	 	MARTEN TRANSPORT LTD.
	 

 	 
 	 

By:	 
 	 

 
	 	 	 	 	

	 	 	Its:	 	 
	 	 	 	 	




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STATE OF	 
 	 

)	 
 	 

 	 
 	 

 
	 

 	 
 	 

) ss.	 
 	 

 	 
 	 

 
	 

COUNTY OF	 
 	 

)	 
 	 

 	 
 	 

 



    On
this      day of January, 2000, before me, the undersigned, a Notary Public, appeared            who being by me duly sworn, did say that he is the
            of MARTEN TRANSPORT LTD. and that the foregoing instrument was signed on behalf of the corporation by authority of its Board of Directors, and said officer acknowledged the
foregoing instrument to be executed for the purposes therein stated and as the free act and deed of the corporation.


    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.


















Notary Public













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EXECUTION COPY




  SECRETARY'S CERTIFICATE  


    I,            , hereby certify to U.S. Bank National Association, as "Agent" on behalf of the "Banks" (as such terms are defined in the Credit
Agreement), on behalf of Marten Transport, Ltd., a Delaware corporation (the "Company"), as follows:



    1.  I
am the duly elected and acting Secretary of the Company.


    2.  Attached
hereto as Exhibit A is a true, complete, and correct copy of resolutions duly adopted by the Board of Directors of the Company. Such resolutions are
in conformity with the provisions of the Articles of Incorporation and the Bylaws, as amended, of the Company, and such resolutions are in full force and effect as of the date hereof.


    3.  There
has been no amendment to the Articles of Incorporation or Bylaws of the Company since true and accurate copies of the same were delivered to the Bank with a
certificate of the Secretary of the Company dated October 30, 1998.


    4.  The
following persons are duly elected and acting incumbents in the corporate offices indicated, and the signature set forth opposite the name of each such person
is the true and genuine specimen signature of such person:



	Name and Title
	 	Signature

	 

 	 
 	 

 
	 


	 
 	 



	 


	 
 	 



	 


	 
 	 






    IN
WITNESS WHEREOF, I have executed this Secretary's Certificate this      day of January, 2000.



	 

 	 
 	 



	 	 	Name:
	 	 	Title: Secretary



    I,            ,
being the duly elected and acting Executive Vice President, Chief Financial Officer and Treasurer to the Company, do hereby certify to U.S. Bank National
Association, as Agent, that            is the duly elected and acting Secretary of the Company and that the signature set forth above is his genuine signature.



	 

 	 
 	 



	 	 	Name:	 	 
	 	 	Title:	 	Executive Vice President, Chief
	 	 	 	 	Financial Officer and Treasurer











 

  EXHIBIT A
   TO SECRETARY'S CERTIFICATE  


    WHEREAS, the Company, the banks which are signatories to the Credit Agreement (individually, a "Bank" and,
collectively, the "Banks") and U.S. Bank National Association, as agent for the Banks (in such capacity, the "Agent") entered into a Credit Agreement dated as of October 30, 1998 (the "Credit
Agreement").


    WHEREAS, the Board of Directors of the Company has determined that it is in the Company's best interests to enter into that certain
First Amendment to Credit Agreement to be dated as of December    , 1999 (the "First Amendment"), the terms of which will increase to $50,000,000 the Revolving Commitment Amount under
the Credit Agreement and the terms of which will change the pricing of the loan as set forth in the First Amendment.



NOW, THEREFORE, BE IT:




    RESOLVED, that the form, terms, conditions, and provisions of that certain First Amendment between the Company,
the Banks, and the Agent as heretofore presented to the Board of Directors of the Company be, and said First Amendment hereby is, approved and adopted in all respects.


    RESOLVED FURTHER, that the consummation of each of the transactions contemplated by and in the First Amendment be, and said
transactions hereby are authorized, approved, and adopted in all respects.


    RESOLVED FURTHER, that the Chairman of the Board of Directors, the President, each Vice President and Assistant Vice President, and the
Secretary of the Company, or any one of them, be, and said officers, or any on of them, hereby are, authorized to execute and deliver the First Amendment with such changes as they, or any one of them,
shall approve, the execution and delivery thereof to be conclusive evidence of such approval.


    RESOLVED FURTHER, that the Chairman of the Board of Directors, the President, each Vice President and Assistant Vice President, and the
Secretary of the Company, or any one of them, be, and said officers, or any one of them, hereby are authorized to execute and deliver any and all documents and instruments and to take any and all such
actions as he or she may deem necessary or desirable in order to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of such documents or instruments or the
taking of such action to be conclusive evidence that such execution and delivery or the taking of such action was authorized by this resolution.


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EXHIBIT 4.4 TO

FIRST AMENDMENT TO CREDIT AGREEMENT




  MATTERS TO BE COVERED BY
 OPINION OF COUNSEL
 TO THE BORROWER  



    The opinion of counsel to the Borrower which is called for by Article III of the First Amendment to Credit Agreement (the "First Amendment") shall be
addressed to the Agent and the Banks and dated the date of the First Amendment. It shall be satisfactory in form and substance to the Agent and the Banks and shall cover the matters set forth below,
subject to such assumptions, exceptions and qualifications as may be acceptable to the Agent, the Banks and counsel to the Agent and the Banks. Capitalized terms used herein have the respective
meanings given such terms in the Credit Agreement dated as of October 30, 1998 (the "Credit Agreement") and the First Amendment.



     (i) The
Borrower is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate
power and authority to carry on its business as now conducted, to enter into the First Amendment and to perform all of its obligations under the Credit Agreement, as amended by the First Amendment.
The Borrower is duly qualified and in good standing as a foreign corporation in all of the jurisdictions in which the character of the properties owned or leased by it or the business conducted by it
makes such qualification necessary and the failure to so qualify would permanently preclude the Borrower from enforcing its rights with respect to any material asset or expose the Borrower to any
material liability.


    (ii) The
execution, delivery and performance by the Borrower of the First Amendment have been duly authorized by all necessary corporate action by the Borrower.



    (iii) The
Credit Agreement, as amended by the First Amendment, constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its respective terms.


    (iv) The
execution and delivery of the First Amendment and the performance by the Borrower of the Credit Agreement, as amended by the First Amendment, will not
(i) violate any provision of any law, statute, rule or regulation or, to the best knowledge of such counsel, any order, writ, judgment, injunction, decree, determination or award of any court,
governmental agency or arbitrator presently in effect having applicability to the Borrower, (ii) violate or contravene any provision of the Articles of Incorporation or bylaws of the Borrower,
or (iii) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it
or any of its properties may be bound or result in the creation of any Lien thereunder.


    (v) No
order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or
authority is required on the part of the Borrower to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or
enforceability of, the Credit Agreement, as amended by the First Amendment.


    (vi) To
the best knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting the Borrower or any of its properties
before any court or arbitrator, or any governmental department, board, agency or other instrumentality which (i) challenge the legality, validity or enforceability of the Credit Agreement, as
amended by the First Amendment, or (ii) if determined adversely to the Borrower, would have a material adverse effect on the business, operations, property or condition (financial or otherwise)
of the Borrower and the Subsidiaries as a consolidated enterprise or on the ability of the Borrower to perform its obligations under the Credit Agreement, as amended by the First Amendment.



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QuickLinks


FIRST AMENDMENT TO CREDIT AGREEMENT

AGREEMENT



SCHEDULE I TO THE CREDIT AGREEMENT

REVOLVING NOTE



SECRETARY'S CERTIFICATE



EXHIBIT A TO SECRETARY'S CERTIFICATE



MATTERS TO BE COVERED BY OPINION OF COUNSEL TO THE BORROWER