<PAGE>
                                                                    Exhibit 10.1

                               SEVENTH AMENDMENT

         SEVENTH AMENDMENT, dated as of February 28, 2003 (this "Seventh
Amendment"), to the Credit and Guarantee Agreement, dated as of June 26, 1997
(the "Credit Agreement"), among Bush Industries, Inc., a Delaware corporation
(the "Company"), each Foreign Subsidiary Borrower (as defined in the Credit
Agreement) (together with the Company, the "Borrowers"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders")
and JPMorgan Chase Bank, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), as amended by a First Amendment, dated as
of August 17, 1998, among the Borrowers, the Lenders and the Administrative
Agent, a Second Amendment, dated as of December 31, 1998, among the Borrowers,
the Lenders and the Administrative Agent, a Third Amendment and Consent, dated
as of March 31, 1999, among the Borrowers, the Lenders and the Administrative
Agent, a Fourth Amendment, dated as of February 29, 2000, among the Borrowers,
the Lenders and the Administrative Agent, a Fifth Amendment, dated as of May 2,
2000, among the Borrowers, the Lenders and the Administrative Agent, and a Sixth
Amendment, dated as of December 28, 2001, among the Borrowers, the Lenders and
the Administrative Agent.

                                   WITNESSETH:

         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrowers; and

         WHEREAS, the Borrowers have requested, and, upon this Seventh Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Seventh
Amendment;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         I.  Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

         II. Amendments to Credit Agreement.

         (a) Amendments to Subsection 1.1; Additional Definitions. Subsection
1.1 of the Credit Agreement is hereby amended by adding thereto the following
definitions:

             "Capital Markets Transaction": means (a) the issuance and sale
             by the Company or its Subsidiaries in a Rule l44A/Regulation S
             transaction or private placement of notes, debentures,
             convertible debt, warrants, instruments or other debt
             securities, (b) the incurrence by the Company or its
             Subsidiaries of subordinated loans or (c) the consummation of
             a sale-leaseback transaction related to the operations or
             property of the Foreign Subsidiary Borrowers or either of
             them.

<PAGE>

                                                                               2

                  "FQ1", "FQ2", "FQ3", and "FQ4": when used with a numerical
                  year designation, means the first, second, third or fourth
                  fiscal quarters, respectively, of such fiscal year of the
                  Borrower.

                  "Seventh Amendment Effective Date": February 28, 2003.

         (b) Amendment to Subsection 1.1; Definition of "Consolidated EBITDA".
The definition of "Consolidated EBITDA" contained in Subsection 1.1 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and substituting in lieu thereof the following:

                  "Consolidated EBITDA": for any period, the sum of (a)
                  Consolidated Net Income for such fiscal period plus (b) the
                  amount of income and franchise taxes and depreciation
                  deducted in determining such Consolidated Net Income plus (c)
                  the amount of Consolidated Interest Expense for such period
                  plus (d) amortization of Intangible Assets deducted in
                  determining such Consolidated Net Income, provided, however,
                   that in any computation of Consolidated Net Income, the
                  following items, without duplication, shall be disregarded:
                  (i) non-cash charges deducted in determining Consolidated Net
                  Income for any period due to impairments recorded in
                  accordance with the Financial Accounting Standards Board's
                  Statement of Financial Accounting Standards No. 142 and 144,
                  (ii) other non-cash charges deducted in determining
                  Consolidated Net Income for any period that are associated
                  with a writedown of intangible assets in an amount not to
                  exceed $5,000,000 in the aggregate while this Agreement is
                  in effect, (iii) any extraordinary or non-recurring non-cash
                  gains that are included in determining Consolidated Net
                  Income and (iv) the non-cash portion of charges deducted in
                  determining Consolidated Net Income in accordance with the
                  Company's 2003 Strategic Plan Implementation Cost Summary,
                  such charges not to exceed $ 17,613,000 in an aggregate
                  amount.

         (c) Amendment to Subsection 1.1; Definition of "Applicable Margin". The
definition of "Applicable Margin" contained in Subsection 1.1 of the Credit
Agreement is hereby amended by deleting subsection (d) of such definition in its
entirety and substituting in lieu thereof the following:

                          (d) for each day from and after the Seventh Amendment
                  Effective Date until the subsequent Adjustment Date, the
                  Applicable Margin shall be 3.50% per annum, and from and after
                  such subsequent Adjustment Date the Applicable Margin shall be
                  determined in accordance with Annex I based upon the
                  Consolidated Leverage Ratio as of the last day of the fiscal
                  quarter to which such Adjustment Date relates.

         (d) Amendment to Subsection 1.1; Definition of "Commitment Fee Rate".
The definition of "Commitment Fee Rate" contained in Subsection 1.1 of the
Credit Agreement is hereby amended by deleting subsection (d) of such definition
in its entirety and substituting in lieu thereof the following:

<PAGE>

                                                                               3

                  (d) for each day from and after the Seventh Amendment
         Effective Date until the subsequent Adjustment Date, the Commitment Fee
         Rate shall be .75% per annum, and from and after such subsequent
         Adjustment Date the Commitment Fee Rate shall be determined in
         accordance with Annex I based upon the Consolidated Leverage Ratio as
         of the last day of the fiscal quarter to which such Adjustment Date
         relates.

         (e) Amendment to Subsection 1.1; Definition of "Consolidated Net
Worth". The definition of "Consolidated Net Worth" contained in Subsection 1.1
of the Credit Agreement is hereby amended by deleting such definition in its
entirety and substituting in lieu thereof the following:

                  "Consolidated Net Worth": at any date, stockholders equity of
         the Company and its Subsidiaries on a consolidated basis as at such
         date, determined in accordance with GAAP, adjusted to exclude (a)
         non-cash charges due to impairments recorded in accordance with the
         Financial Accounting Standards Board's Statement of Financial
         Accounting Standards No. 142 and 144 and (b) other non-cash charges
         that are associated with a writedown of intangible assets in an
         aggregate amount not to exceed $5,000,000, in each case except to the
         extent that cash payments are made in respect of such non-cash charges
         whether such cash payments are made during the period in which such
         charges are recorded or in any subsequent period.

         (f) Amendment to Subsection 6.1; Interest rates and Payment Dates.
Subsection 6.1 of the Credit Agreement is hereby amended by deleting clause (c)
of such subsection in its entirety and substituting in lieu thereof the
following:

                  (c) Each ABR Loan shall bear interest for each day that it is
         outstanding at a rate per annum equal to the Alternate Base Rate for
         such day plus the ABR Margin, which shall be .75% from and after the
         Seventh Amendment Effective Date until the subsequent Adjustment Date,
         and from and after such subsequent Adjustment Date the ABR Margin shall
         be determined in accordance with Annex I based upon the Consolidated
         Leverage Ratio as of the last day of the fiscal quarter to which such
         Adjustment Date relates.

         (g) Amendment to Subsection 6.13; Use of Proceeds. Subsection 6.13 of
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and substituting in lieu thereof the following:

                           6.13 Use of Proceeds. The proceeds of the Loans shall
                  be used (a) to refinance the Existing Credit Agreement, (b) to
                  pay fees and expenses incurred by the Borrowers in connection
                  with this Agreement, (c) to finance the Rohr Acquisition, pay
                  transaction fees and related costs with respect to the Rohr
                  acquisition, refinance certain indebtedness of Rohr and
                  finance the working capital needs of Rohr; provided that none
                  of the proceeds of the Loans shall be available for any of the
                  uses described in this subsection 6.13(c) prior to the Second
                  Closing Date and (d) for working capital and other general
                  corporate purposes of the Borrowers and their consolidated
                  Subsidiaries, including investments and acquisitions; provided
                  that not more than 75,000,000 euro (or, if applicable, the
                  equivalent thereof in other Available Foreign Currencies) in
                  the

<PAGE>

                                                                               4

          aggregate of Loan proceeds shall be used for any of the uses described
          in subsections 6.13(c) and (d) (excluding the Company with respect to
          such subsection).

     (h)  Amendments to Section 9; Affirmative Covenants. Section 9 of the
Credit Agreement is hereby amended by adding thereto the following subsections:

               9.12 Asset Based Audit. If the Administrative Agent so requests,
          cooperate with Cole, Samsel and Bernstein, LLC or a similar firm
          acceptable to the Administrative Agent to permit such firm to complete
          an audit of the Collateral within 60 days after the Seventh Amendment
          Effective Date.

               9.13 Outside Consultant. If at any time after the Seventh
          Amendment Effective Date an Event of Default occurs, or if the
          Consolidated Leverage Ratio is greater than or equal to 4.50 to 1.00
          on September 27, 2003, engage a nationally recognized consultant
          acceptable to the Administrative Agent to recommend strategic
          alternatives satisfactory to the Administrative Agent in a timeframe
          and scope acceptable to the Administrative Agent.

               9.14 Mortgaged Properties. Within 60 days after the Seventh
          Amendment Effective Date, execute and deliver to the Administrative
          Agent in form and substance satisfactory to the Administrative Agent
          the following certificates and documents with respect to each property
          ("Mortgaged Property") listed in Schedule 9.14:

               (a)  a mortgage or a deed of trust, as applicable ("Mortgage"),
          in favor of, or for the benefit of, the Administrative Agent for the
          benefit of the Lenders, in form and substance reasonably satisfactory
          to the Administrative Agent;

               (b)  any material governmental and third party approvals
          (including landlords' and other consents) necessary in connection with
          creating each Mortgage;

               (c)  to the extent existing and requested by the Administrative
          Agent, a written environmental assessment regarding each Mortgaged
          Property, prepared by an environmental consultant acceptable to the
          Administrative Agent, in form, scope, and substance satisfactory to
          the Administrative Agent, together with a letter from the
          environmental consultant permitting the Administrative Agent and the
          Lenders to rely on the environmental assessment as if addressed to and
          prepared for each of them;

               (d)  if requested by the Administrative Agent, an appraisal of
          the value, or a valuation, of each Mortgaged Property, which shall be
          reasonably satisfactory to the Administrative Agent; and

               (e)  (i) if requested by the Administrative Agent, maps or plats
          (to the extent maps or plats are available in the states where the
          Mortgaged Property is located) of an as-built survey of the sites of
          the Mortgaged Properties prepared by

<PAGE>

                                                                               5

                  an independent professional licensed land surveyor reasonably
                  satisfactory to the Administrative Agent and the Title
                  Insurance Company (as defined below) (and certified by such
                  surveyor to the Administrative Agent and the Title Insurance
                  Company), any such maps or plats and the surveys on which they
                  are based being made in accordance with the Minimum Standard
                  Detail Requirements for Land Title Surveys jointly established
                  and adopted by the American Land Title Association and the
                  American Congress on Surveying and Mapping in 1992, and,
                  without limiting the generality of the foregoing, there shall
                  be surveyed and shown on such maps, plats or surveys the
                  following: (A) the locations on such sites of all the
                  buildings, structures and other improvements and the
                  established building setback lines; (B) the lines of streets
                  abutting the sites and width thereof; (C) all access and other
                  easements appurtenant to the sites; (D) all roadways, paths,
                  driveways, easements, encroachments and overhanging
                  projections and similar encumbrances affecting the site,
                  whether recorded, apparent from a physical inspection of the
                  sites or otherwise known to the surveyor; (E) any
                  encroachments on any adjoining property by the building
                  structures and improvements on the sites; (F) if the site is
                  described as being on a filed map, a legend relating the
                  survey to said map; and (G) the flood zone designations, if
                  any, in which the Mortgaged Properties are located;

                          (ii) a mortgagee's title insurance policy (or
                  policies) or marked up unconditional binder for such
                  insurance, along with evidence satisfactory to the
                  Administrative Agent that all premiums in respect of each
                  such policy, all charges for mortgage recording tax, and all
                  related expenses, if any, have been paid. Each such policy
                  shall (A) be in an amount reasonably satisfactory to the
                  Administrative Agent, but not greater than the amounts of
                  the Liens described in Schedule 9.14; (B) be issued at
                  ordinary rates; (C) insure that the Mortgage insured thereby
                  creates a valid first lien on such Mortgaged Property free
                  and clear of all defects and encumbrances, except as
                  disclosed therein; (D) name the Administrative Agent for the
                  benefit of the Lenders as the insured thereunder; (E) be in
                  the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and
                  10/17/84) (or equivalent policies); (F) contain such
                  endorsements and affirmative coverage as the Administrative
                  Agent may reasonably request and (G) be issued by a title
                  company ("Title Insurance Company") satisfactory to the
                  Administrative Agent (including any such title companies
                  acting as co-insurers or reinsurers, at the option of the
                  Administrative Agent);

                          (iii) if requested by the Administrative Agent and if
                  applicable to any Mortgaged Property, (A) a policy of flood
                  insurance that (1) covers any parcel of improved real property
                  that is encumbered by any Mortgage and (2) is written in an
                  amount not less than the outstanding principal amount of the
                  indebtedness secured by such Mortgage that is reasonably
                  allocable to such real property or the maximum limit of
                  coverage made available with respect to the particular type of
                  property under the National Flood Insurance Act of 1968,
                  whichever is less, (B) confirmation that the Borrowers have
                  received any notice delivered as required pursuant to Section
                  208.25(i) of Regulation H of the Board of Governors of the
                  Federal Reserve System of the United States and (C)

<PAGE>

                                                                               6

             cooperate in maintaining the policy or policies described in
             clause (A) hereof in full force until the Loans have matured;

                              (iv) all recorded documents referred to, or
             listed as exceptions to title in, the title policy or policies
             referred to in clause (ii) above and a copy of all other material
             documents affecting title to the Mortgaged Properties; and

                              (v) such legal opinions and evidence of corporate
             action in respect of such Mortgages as the Administrative Agent
             shall reasonably request.

         (i) Amendment to Subsection 10.1; Consolidated Cash Flow Coverage
Ratio. Subsection 10.1 of the Credit Agreement is hereby amended by deleting
said subsection in its entirety and substituting in lieu thereof the following:

                        10.1  Consolidated Cash Flow Coverage Ratio. Permit
             the Consolidated Cash Flow Coverage Ratio for any period of
             four consecutive fiscal quarters of the Borrower ending during
             any period set forth below to be less than the ratio set forth
             below opposite such period:

                                                          Consolidated
                                                          Cash Flow
                 Fiscal Quarter                           Coverage Ratio
                 --------------                           --------------

                 Start of FQ1 2003 through FQ3 2003       2.75 to 1.00

                 FQ4 2003                                 3.00 to 1.00

                 FQ1 2004 and thereafter                  3.25 to 1.00

         (j) Amendment to Subsection 10.2; Consolidated Leverage Ratio.
Subsection 10.2 of the Credit Agreement is hereby amended by deleting said
subsection in its entirety and substituting in lieu thereof the following:

                        10.2 Consolidated Leverage Ratio. Permit the
             Consolidated Leverage Ratio as at the last day of any fiscal
             quarter ending during any period set forth below to exceed the
             ratio set forth below opposite such period:

                                                          Consolidated
                 Fiscal Quarter                           Leverage Ratio
                 --------------                           --------------

                 Start of FQ1 2003 through FQ2 2003       5.25 to 1.00

                 FQ3 2003                                 4.75 to 1.00

                 FQ4 2003                                 3.75 to 1.00

                 FQ1 2004                                 3.50 to 1.00

<PAGE>

                                                                               7

               FQ2 2004 and thereafter                              3.00 to 1.00


         (k) Amendment to Subsection 10.3; Maintenance of Consolidated Net
Worth. Subsection 10.3 of the Credit Agreement is hereby amended by deleting
said subsection in its entirety and substituting in lieu thereof the following:

                          10.3 Maintenance of Consolidated Net Worth. Permit
                  Consolidated Net Worth at any time to be less than
                  $120,000,000 plus 50% of Consolidated Net Income for each
                  fiscal quarter for which Consolidated Net Income is a positive
                  number commencing with FQ2 2003.

         (1) Amendment to Subsection 10.4; Limitation on Indebtedness.
Subsection 10.4 of the Credit Agreement is hereby amended by (i) deleting "and"
from the end of clause (g) thereof, (ii) deleting the period from the end of
clause (h) thereof and substituting in lieu thereof "; and" and (iii) adding the
following clause (i) thereto:

                          (i) Unsecured Indebtedness of the Company and any of
                  its Subsidiaries issued pursuant to a Capital Markets
                  Transaction or Indebtedness of the Company and any of its
                  Subsidiaries secured by a subordinated lien issued pursuant to
                  a Capital Markets Transaction, on terms (including, without
                  limitation, terms relating to maturity, interest rate,
                  amortization and subordination) satisfactory to the
                  Administrative Agent, the proceeds of which are used to reduce
                  the amount of any outstanding Loans accompanied by a
                  simultaneous reduction, in amount equal to the amount of such
                  proceeds, in the amount of the Revolving Credit Commitments.

         (m) Amendment to Subsection 10.8; Limitation on Sale of Assets.
Subsection 10.8 of the Credit Agreement is hereby amended by deleting clause (b)
of said subsection in its entirety and substituting in lieu thereof the
following:

                          (b) the sale or other disposition of any property in
                  the ordinary course of business, provided that (other than
                  inventory) the aggregate fair market value of all assets so
                  sold or disposed of after the Closing Date shall not exceed
                  $5,000,000 in any fiscal year, provided further that such
                  $5,000,000 shall not include the sale of the Company's
                  facility (including, without limitation, real estate and
                  equipment) in St. Paul, VA.

         (n) Amendment to Subsection 10.9; Limitation on Dividends. Subsection
10.9 of the Credit Agreement is hereby amended by deleting said subsection in
its entirety and substituting in lieu thereof the following:

                          10.9. Limitation on Dividends. Declare or pay any
                  dividend (other than dividends payable solely in common stock
                  of the Company) on, or make any payment on account of, or set
                  apart assets for a sinking or other analogous fund for, the
                  purchase, redemption, defeasance, retirement or other
                  acquisition of, any shares of any class of Capital Stock of
                  the Company or any warrants or options to

<PAGE>
                                                                               8

                  purchase any such Stock, whether now or hereafter outstanding,
                  or make any other distribution in respect thereof, either
                  directly or indirectly, whether in cash or property or in
                  obligations of the Company or any Subsidiary (such
                  declarations, payments, setting apart, purchases, redemptions,
                  defeasances, retirements, acquisitions and distributions being
                  herein called "Restricted Payments"), except that:

                          (a) a Subsidiary may declare and make Restricted
                  Payments if all of the Capital Stock of such Subsidiary is
                  owned by the Company or by a direct or indirect wholly-owned
                  Subsidiary of the Company;

                          (b) the Company may from time to time declare and make
                  Restricted Payments if such Restricted Payments are payable
                  solely in shares of Capital Stock (or options, warrants or
                  rights therefor) of the Company;

                          (c) the Company may from time to time purchase,
                  redeem, retire or acquire shares of its Capital Stock that
                  were sold in FQ4 1999 to certain employees, directors and
                  consultants of the Company in exchange for notes receivable,
                  if on the date of such purchase, redemption, retirement or
                  acquisition or immediately thereafter and after giving effect
                  thereto, no Event of Default or Default shall exist;

                          (d) the Company may issue shares of its Capital Stock
                  in connection with contributions made by the Company on behalf
                  of employees of the Company and its Subsidiaries to the
                  Company's 401(k) Plan;

                          (e) the Company may issue shares of its Class A Common
                  Stock upon conversion of shares of its Class B Common Stock to
                  Class A Common Stock pursuant to and in accordance with the
                  terms of the Class B Common Stock;

                          (f) the Company may issue shares of its Capital Stock
                  upon the exercise of options granted with respect thereto
                  pursuant to the terms of such options; and

                          (g) the Company may repurchase shares of its Capital
                  Stock from the estate of Paul S. Bush with the proceeds of a
                  life insurance policy on the life of Paul S. Bush, as more
                  fully described in Schedule 10.9(h).

                          The Company shall not declare any dividend payable
                  later than 90 days after declaration and shall not permit any
                  Subsidiary to declare any dividend payable later than 15 days
                  after declaration.

           (o)    Amendment to Subsection 10.10; Limitation on Capital
Expenditures. Subsection 10.10 of the Credit Agreement is hereby amended by
deleting said subsection in its entirety and substituting in lieu thereof the
following:

                          10.10  Limitation on Capital Expenditures. Make or
                  commit to make any expenditure in respect of the purchase or
                  other acquisition of fixed or capital

<PAGE>
                                                                               9

                    assets (excluding any such asset acquired in connection with
                    normal replacement and maintenance programs properly charged
                    to current operations) except for expenditures in the
                    ordinary course of business not exceeding, in the aggregate
                    for the Company and its Subsidiaries during any fiscal year
                    of the Company, $10,000,000.

               (p)  Amendment to Annex I. Annex I of the Credit Agreement is
          hereby amended by deleting said Annex in its entirety and substituting
          in lieu thereof a new Annex I in the form of Annex I to this Seventh
          Amendment.

               (q)  Amendment to Schedule I. Schedule I of the Credit Agreement
          is hereby amended by deleting said Schedule in its entirety and
          substituting in lieu thereof a new Schedule I in the form of Schedule
          I to this Seventh Amendment.

               (r)  Amendment to the Schedules. The Schedules to the Credit
          Agreement are hereby amended by adding a new Schedule 9.14 in the form
          of Schedule 9.14 to this Seventh Amendment.

               III. Conditions to Effectiveness. This Seventh Amendment shall
          become effective on the date on which (a) the Company, the Foreign
          Subsidiary Borrowers and the Lenders shall have executed and delivered
          to the Administrative Agent this Seventh Amendment; (b) the
          Administrative Agent shall have received, for the account of each
          Lender that executes and delivers this Seventh Amendment on or before
          February 28, 2003, a fee in the amount set forth in Annex A hereto as
          the Seventh Amendment Fee for such Lender; (c) the Administrative
          Agent shall have received a certified copy of resolutions of the Board
          of Directors of the Company and each Domestic Subsidiary owning any
          Mortgaged Property authorizing this Seventh Amendment and the
          Mortgages; and (d) the Administrative Agent shall have received a
          satisfactory written legal opinion of counsel to the Company covering
          such matters with respect to this Seventh Amendment as the
          Administrative Agent shall reasonably request.

               IV.  Representations and Warranties. The representations and
          warranties made by the Borrowers in the Loan Documents are true and
          correct in all material respects on and as of the Seventh Amendment
          Effective Date, before and after giving effect to the effectiveness of
          this Seventh Amendment, as if made on and as of the Seventh Amendment
          Effective Date, except to the extent that such representations and
          warranties expressly relate to a specific earlier date in which case
          the Company hereby confirms, reaffirms and restates such
          representations and warranties as of such earlier date.

               V.   Payment of Expenses. The Company agrees to pay or reimburse
          the Administrative Agent for all of its reasonable out-of-pocket costs
          and expenses incurred in connection with this Seventh Amendment, any
          other documents prepared in connection herewith and the transactions
          contemplated hereby, including, without limitation, the reasonable
          fees and disbursements of counsel to the Administrative Agent.

               VI.  No Other Amendments; Confirmation. Except as expressly
          amended, modified and supplemented hereby, the provisions of the
          Credit Agreement and the Notes are and shall remain in full force and
          effect.

<PAGE>

                                                                              10

     VII. Governing Law; Counterparts. (a) This Seventh Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

     (b)  This Seventh Amendment maybe executed by one or more of the parties to
this Seventh Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Seventh Amendment signed by all the
parties shall be lodged with the Company and the Administrative Agent. This
Seventh Amendment may be delivered by facsimile transmission of the relevant
signature pages hereof.

<PAGE>
                                                                              11


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

                                        BUSH INDUSTRIES, INC.

                                           /s/
                                        -----------------------------



                                        ROHR-BUSH GMBH & CO.,
                                        as a Foreign Subsidiary Borrower

                                           /s/
                                        -----------------------------



                                        BUSH VIOTECHNIK GMBH,
                                        as a Foreign Subsidiary Borrower

                                           /s/
                                        -----------------------------



                                        JPMORGAN CHASE BANK,
                                        as Administrative Agent
                                        and a Lender

                                           /s/
                                        -----------------------------



<PAGE>

                                       WACHOVIA BANK, NATIONAL
                                       ASSOCIATION

                                       /s/
                                       ---------------------------



                                       PNC BANK, NATIONAL ASSOCIATION

                                       /s/
                                       ---------------------------



                                       NATIONAL CITY BANK OF
                                       PENNSYLVANIA

                                       /s/
                                       ---------------------------



                                       HSBC BANK USA

                                       /s/
                                       ---------------------------



                                       FLEET NATIONAL BANK

                                       /s/
                                       ---------------------------



                                       CITIZENS BANK OF PENNSYLVANIA

                                       /s/
                                       ---------------------------



<PAGE>
                                                                         Annex I
                                  Pricing Grid


<TABLE>
<CAPTION>

 -----------------------------------------------------------------------------------------
             Consolidated                      Applicable                     Commitment
            Leverage Ratio                       Margin       ABR Margin       Fee Rate
 -----------------------------------------------------------------------------------------
<S>                                            <C>            <C>             <C>

    (greater than) 4.00 to 1.00                    3.50%          .75%           .75%
 -----------------------------------------------------------------------------------------
    (greater than) 3.75 to 1.00                    3.00%          .50%           .50%
but (less than or equal to)  4.00 to 1.00
 -----------------------------------------------------------------------------------------
    (greater than) 3.50 to 1.00                    2.75%          .25%           .45%
but (less than or equal to)  3.75 to 1.00
 -----------------------------------------------------------------------------------------
    (greater than) 3.25 to 1.00                    2.50%         0               .40%
but (less than or equal to) 3.50 to 1.00
 -----------------------------------------------------------------------------------------
    (greater than) 3.00 to 1.00                    2.25%         0               .35%
but (less than or equal to) 3.25 to 1.00
 -----------------------------------------------------------------------------------------
    (greater than) 2.75 to 1.00                    2.00%         0               .30%
but (less than or equal to) 3.00 to 1.00
 -----------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                      SCHEDULE I
                             COMMITMENTS; ADDRESSES


A.  Revolving Credit Commitment

--------------------------------------------------------------------------------
                  Lender                         Revolving Credit Commitment
--------------------------------------------------------------------------------
JPMorgan Chase Bank                                               $37,687,861.27
--------------------------------------------------------------------------------
Citizens Bank of Pennsylvania                                     $33,919,075.14
--------------------------------------------------------------------------------
HSBC Bank USA                                                     $20,728,323.70
--------------------------------------------------------------------------------
Fleet National Bank                                               $20,728,323.70
--------------------------------------------------------------------------------
Wachovia Bank, National Association                               $18,843,930.64
--------------------------------------------------------------------------------
National City Bank of Pennsylvania                                $16,959,537.57
--------------------------------------------------------------------------------
PNC Bank, National Association                                    $14,132,947.98
--------------------------------------------------------------------------------


<PAGE>

B.    Addresses for Notices

Citizens Bank of Pennsylvania
1128 State Street
Erie, PA 16501
Attn: Edward J. Kloecker, Jr.
Telephone: 814-453-7233
Telecopy: 814-453-7275

PNC Bank, National Association
Corporate Banking
Ninth and State Streets
Box 8480
Erie, PA 16553
Attn: James F. Stevenson
Telephone: 814-871-9383
Telecopy: 814-871-9432

National City Bank of Pennsylvania
801 State Street
Erie, PA 16501
Attn: William A. Feldmann
Telephone: 814-871-1337
Telecopy: 814-455-5495

HSBC Bank USA
One HSBC Center
Buffalo, NY 14203
Attn: John G. Tierney
Telephone: 716-841-0962
Telecopy: 716-855-0384

Fleet National Bank
10 Fountain Plaza
Buffalo, NY 14202
Attn: Andrew M. Constantino
Telephone: 716-847-4257
Telecopy: 716-847-4491

Wachovia Bank, National Association
1339 Chestnut Street
Mail Code PA4843
Philadelphia, PA 19107
Attn: Mark Supple
Telephone: 267-321-6634
Telecopy: 267-321-6700



                                       2

<PAGE>

                                                                         ANNEX A

                             SEVENTH AMENDMENT FEE

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             Lender                               Seventh Amendment Fee
--------------------------------------------------------------------------------
JPMorgan Chase Bank                                                 $131,907.51
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Citizens Bank of Pennsylvania                                       $118,716.76
--------------------------------------------------------------------------------
HSBC Bank USA                                                        $72,549.13
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Fleet National Bank                                                  $72,549.13
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Wachovia Bank, National Association                                  $65,953.76
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National City Bank of Pennsylvania                                   $59,358.38
--------------------------------------------------------------------------------
PNC Bank, National Association                                       $49,465.32
--------------------------------------------------------------------------------

<PAGE>

                                                                   SCHEDULE 9.14

                              MORTGAGED PROPERTIES
<TABLE>
<S>  <C>
1.   $10,000,000 First Lien -- One Mason Drive, Jamestown, NY; 1111 Allen Street, Jamestown, NY; 150 Tiffany Avenue

2.   $45,000,000 Third Lien -- 2455 Robison Road, Erie, PA

3.   $5,000,000 First Lien -- 3010 Executive Drive, Greensboro, NC
</TABLE>