EXECUTION COPY

                        3-YEAR REVOLVING CREDIT AGREEMENT

                           DATED AS OF AUGUST 31, 2001

                                      AMONG


                             JOHNSON OUTDOORS INC.,


                            THE SUBSIDIARY BORROWERS
                        FROM TIME TO TIME PARTIES HERETO,


                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,


                                       and


                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             as Administrative Agent



--------------------------------------------------------------------------------

                         BANC ONE CAPITAL MARKETS, INC.,
                        as Arranger and Sole Book Runner

--------------------------------------------------------------------------------

                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603



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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I  DEFINITIONS........................................................1

       1.1.     Certain Defined Terms.........................................1

       1.2.     References...................................................20

       1.3.     Supplemental Disclosure......................................20


ARTICLE II  THE CREDITS......................................................20

       2.1.     Commitment...................................................20

       2.2.     Swing Line Loans.............................................21

           2.2.1.   Amount of Swing Line Loans...............................21

           2.2.2.   Borrowing Notice.........................................21

           2.2.3.   Making of Swing Line Loans...............................21

           2.2.4.   Repayment of Swing Line Loans............................21

       2.3.     Determination of Dollar Amounts; Required Payments;
                  Termination................................................22

           2.3.1.   Determination of Dollar Amounts..........................22

           2.3.2.   Required Payments........................................23

           2.3.3.   Termination..............................................23

       2.4.     Ratable Loans................................................23

       2.5.     Types of Advances............................................23

       2.6.     Commitment Fee; Reductions in Aggregate Commitment;
                  Increases in Aggregate Commitment..........................23

           2.6.1.   Commitment Fee...........................................23

           2.6.2.   Reductions in Aggregate Commitment.......................23

           2.6.3.   Increase of Aggregate Commitment.........................24

       2.7.     Minimum Amount of Each Advance...............................24

       2.8.     Principal Payments...........................................24

           2.8.1.   Optional Principal Payments..............................25

           2.8.2.   Mandatory Principal Payments.............................25

       2.9.     Method of Selecting Types and Interest Periods for
                  New Advances; Method of Borrowing; Advances to be
                  Made in euro...............................................25

           2.9.1.   Method of Selecting Types and Interest Periods
                      for New Advances.......................................25

           2.9.2.   Method of Borrowing......................................26

           2.9.3.   Advances to be Made in euro..............................26

       2.10.    Conversion and Continuation of Outstanding Advances..........26

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       2.11.    Changes in Interest Rate, etc................................27

       2.12.    No Conversion or Continuation of Eurocurrency Advances
                  After Default; Rates Applicable After Default..............27

       2.13.    Method of Payment............................................28

       2.14.    Noteless Agreement; Evidence of Indebtedness.................29

       2.15.    Telephonic Notices...........................................29

       2.16.    Interest Payment Dates; Interest and Fee Basis...............30

       2.17.    Notification of Advances, Interest Rates, Prepayments
                  and Commitment Reductions..................................30

       2.18.    Lending Installations........................................30

       2.19.    Non-Receipt of Funds by the Administrative Agent.............31

       2.20.    Replacement of Lender........................................31

       2.21.    Facility LCs.................................................31

           2.21.1.  Issuance; Transitional Facility LCs......................31

           2.21.2.  Participations...........................................32

           2.21.3.  Notice...................................................32

           2.21.4.  LC Fees..................................................32

           2.21.5.  Administration; Reimbursement by Lenders.................33

           2.21.6.  Reimbursement by the Borrowers...........................33

           2.21.7.  Obligations Absolute.....................................34

           2.21.8.  Actions of LC Issuers....................................34

           2.21.9.  Indemnification..........................................35

           2.21.10. Lenders' Indemnification.................................35

           2.21.11. Facility LC Collateral Account...........................36

           2.21.12. Rights as a Lender.......................................36

       2.22.    Subsidiary Borrowers.........................................36

       2.23.    Judgment Currency............................................37


ARTICLE III  YIELD PROTECTION; TAXES.........................................37

       3.1.     Yield Protection.............................................37

       3.2.     Changes in Capital Adequacy Regulations......................38

       3.3.     Availability of Types of Advances............................39

       3.4.     Funding Indemnification......................................39

       3.5.     Taxes........................................................39

       3.6.     Lender Statements; Survival of Indemnity.....................41

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ARTICLE IV  CONDITIONS PRECEDENT.............................................41

       4.1.     Initial Credit Extension.....................................41

       4.2.     Each Credit Extension........................................43

       4.3.     Initial Advance to Each New Subsidiary Borrower..............43


ARTICLE V  REPRESENTATIONS AND WARRANTIES....................................44

       5.1.     Existence and Standing.......................................44

       5.2.     Authorization and Validity...................................44

       5.3.     No Conflict; Government Consent..............................45

       5.4.     Financial Statements.........................................45

       5.5.     Material Adverse Change......................................45

       5.6.     Taxes........................................................45

       5.7.     Litigation and Contingent Obligations........................45

       5.8.     Subsidiaries.................................................46

       5.9.     Accuracy of Information......................................46

       5.10.    Regulation U.................................................46

       5.11.    Material Agreements..........................................46

       5.12.    Compliance With Laws.........................................46

       5.13.    Ownership of Properties......................................46

       5.14.    ERISA; Foreign Pension Matters...............................47

       5.15.    Plan Assets; Prohibited Transactions.........................47

       5.16.    Environmental Matters........................................47

       5.17.    Investment Company Act.......................................48

       5.18.    Public Utility Holding Company Act...........................48

       5.19.    Insurance....................................................48


ARTICLE VI  COVENANTS........................................................48

       6.1.     Reporting....................................................48

       6.2.     Use of Proceeds..............................................51

       6.3.     Notice of Default............................................51

       6.4.     Conduct of Business..........................................51

       6.5.     Taxes........................................................52

       6.6.     Insurance....................................................52

       6.7.     Compliance with Laws; Maintenance of Plans...................52

       6.8.     Maintenance of Properties....................................52

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       6.9.     Inspection; Keeping of Books and Records.....................52

       6.10.    Addition of Guarantors.......................................52

       6.11.    Dividends and Distributions..................................53

       6.12.    Indebtedness.................................................53

       6.13.    Merger.......................................................54

       6.14.    Sale of Assets...............................................54

       6.15.    Investments and Acquisitions.................................55

       6.16.    Liens........................................................57

       6.17.    Transactions with Affiliates.................................58

       6.18.    Financial Contracts..........................................58

       6.19.    ERISA........................................................58

       6.20.    Environmental Compliance.....................................59

       6.21.    Financial Covenants..........................................59

           6.21.1.  Maximum Leverage Ratio...................................59

           6.21.2.  Minimum Fixed Charge Coverage Ratio......................59

           6.21.3.  Minimum Consolidated Net Worth...........................60


ARTICLE VII  DEFAULTS........................................................60

       7.1.     Breach of Representations or Warranties......................60

       7.2.     Failure to Make Payments When Due............................60

       7.3.     Breach of Covenants..........................................60

       7.4.     Other Breaches...............................................60

       7.5.     Default as to Other Indebtedness.............................60

       7.6.     Voluntary Bankruptcy; Appointment of Receiver; Etc...........61

       7.7.     Involuntary Bankruptcy; Appointment of Receiver; Etc.........61

       7.8.     Custody or Control of Property...............................61

       7.9.     Judgments....................................................61

       7.10.    ERISA Liabilities............................................62

       7.11.    Environmental Matters........................................62

       7.12.    Change in Control............................................62

       7.13.    Guarantor Revocation.........................................62


ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.................62

       8.1.     Acceleration.................................................62

       8.2.     Amendments...................................................63

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       8.3.     Preservation of Rights.......................................64


ARTICLE IX  GUARANTY.........................................................65

       9.1.     Guarantee of Obligations.....................................65

           9.1.1.   Company Guaranty.........................................65

           9.1.2.   Performance by Company...................................65

       9.2.     Nature of Guaranty...........................................65

       9.3.     Waivers and Other Agreements.................................65

       9.4.     Obligations Absolute.........................................66

       9.5.     No Investigation by Lenders or Administrative Agent..........66

       9.6.     Indemnity....................................................67

       9.7.     Reinstatement................................................67


ARTICLE X  GENERAL PROVISIONS................................................67

       10.1.    Survival of Representations..................................67

       10.2.    Governmental Regulation......................................67

       10.3.    Headings.....................................................67

       10.4.    Entire Agreement.............................................67

       10.5.    Several Obligations; Benefits of this Agreement..............67

       10.6.    Expenses; Indemnification....................................68

       10.7.    Numbers of Documents.........................................68

       10.8.    Accounting...................................................69

       10.9.    Severability of Provisions...................................69

       10.10.   Nonliability of Lenders......................................69

       10.11.   Confidentiality..............................................69

       10.12.   Lenders Not Utilizing Plan Assets............................70

       10.13.   Nonreliance..................................................70

       10.14.   Disclosure...................................................70

       10.15.   Subordination of Intercompany Indebtedness...................70


ARTICLE XI  THE ADMINISTRATIVE AGENT.........................................71

       11.1.    Appointment; Nature of Relationship..........................71

       11.2.    Powers.......................................................72

       11.3.    General Immunity.............................................72

       11.4.    No Responsibility for Loans, Recitals, etc...................72

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       11.5.    Action on Instructions of Lenders............................72

       11.6.    Employment of Agents and Counsel.............................73

       11.7.    Reliance on Documents; Counsel...............................73

       11.8.    Administrative Agents' Reimbursement and Indemnification.....73

       11.9.    Notice of Default............................................73

       11.10.   Rights as a Lender...........................................74

       11.11.   Lender Credit Decision.......................................74

       11.12.   Successor Administrative Agents..............................74

       11.13.   Agent and Arranger Fees......................................75

       11.14.   Delegation to Affiliates.....................................75

       11.15.   Release of Guarantors........................................75


ARTICLE XII  SETOFF; RATABLE PAYMENTS........................................75

       12.1.    Setoff.......................................................75

       12.2.    Ratable Payments.............................................76


ARTICLE XIII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..............76

       13.1.    Successors and Assigns; Designated Lenders...................76

           13.1.1.  Successors and Assigns...................................76

           13.1.2.  Designated Lenders.......................................76

       13.2.    Participations...............................................78

           13.2.1.  Permitted Participants; Effect...........................78

           13.2.2.  Voting Rights............................................78

           13.2.3.  Benefit of Setoff........................................78

       13.3.    Assignments..................................................78

           13.3.1.  Permitted Assignments....................................79

           13.3.2.  Effect; Effective Date...................................79

           13.3.3.  The Register.............................................79

       13.4.    Dissemination of Information.................................80

       13.5.    Tax Treatment................................................80


ARTICLE XIV  NOTICES.........................................................80

       14.1.    Notices......................................................80

       14.2.    Change of Address............................................81

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ARTICLE XV  COUNTERPARTS.....................................................81


ARTICLE XVI  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL....81

       16.1.    CHOICE OF LAW................................................81

       16.2.    CONSENT TO JURISDICTION......................................81

       16.3.    WAIVER OF JURY TRIAL.........................................82


ARTICLE XVII  TERMINATION OF EXISTING CREDIT AGREEMENT.......................82





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                                    EXHIBITS

Exhibit A      -     Form of Borrowers' Counsel's Opinion

Exhibit B      -     Form of Compliance Certificate

Exhibit C      -     Form of Assignment Agreement

Exhibit D      -     Form of Loan/Credit Related Money Transfer Instruction

Exhibit E      -     Form of Promissory Note (if requested)

Exhibit F      -     List of Closing Documents

Exhibit G      -     Form of Designation Agreement

Exhibit H      -     Form of Guaranty

Exhibit I      -     Form of Assumption Letter



                                    SCHEDULES

Pricing Schedule

Commitment Schedule

Eurocurrency Payment Office Schedule

Schedule 1.1      -      Subsidiary Borrowers

Schedule 5.4      -      Financial Statements

Schedule 5.8      -      Subsidiaries

Schedule 5.14     -      ERISA Matters

Schedule 5.16            Environmental Matters

Schedule 6.12     -      Existing Indebtedness

Schedule 6.15     -      Existing Investments

Schedule 6.16     -      Existing Liens



                                      viii
<PAGE>
                        3-YEAR REVOLVING CREDIT AGREEMENT

         This 3-Year Revolving Credit Agreement, dated as of August 31, 2001, is
among JOHNSON OUTDOORS INC., one or more other Subsidiary Borrowers from time to
time parties hereto (whether now existing or hereafter formed), the institutions
from time to time parties hereto as Lenders (whether by execution of this
Agreement or an assignment pursuant to Section 13.3), BANK ONE, NA, a national
banking association having its principal office in Chicago, Illinois, as Swing
Line Lender, LC Issuer and Administrative Agent. The parties hereto agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1. Certain Defined Terms. As used in this Agreement:

         "Accounting Changes" is defined in Section 10.8 hereof.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
of voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Administrative Agent" means Bank One in its capacity as contractual
representative of the Lenders pursuant to Article XI, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to Article XI.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of several Loans (i) made by some or all of the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurocurrency
Loans, in the same Agreed Currency and for the same Interest Period. The term
"Advance" shall include Swing Line Loans unless otherwise expressly provided.

         "Affected Lender" is defined in Section 2.20.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of five percent (5%) or more of any class of voting securities (or
other voting interests) of the controlled Person or possesses, directly or
indirectly,

<PAGE>

the power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of voting securities, by contract
or otherwise.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as may be adjusted from time to time pursuant to the terms hereof.
The initial Aggregate Commitment is Seventy Million and 00/100 Dollars
($70,000,000).

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "Agreed Currencies" means (i) Dollars, (ii) so long as such currencies
remain Eligible Currencies, Australian Dollars, British Pounds Sterling,
Canadian Dollars, German Deutsche Marks, Dutch Guilders, French Francs, Swiss
Francs, Japanese Yen, and, from and after becoming generally available in the
international currency and exchange markets, the euro, and (iii) any other
Eligible Currency which the applicable Borrower requests the Administrative
Agent to include as an Agreed Currency hereunder and which is acceptable to all
of the Lenders. For the purposes of this definition, each of the specific
currencies referred to in clause (ii), above, shall mean and be deemed to refer
to the lawful currency of the jurisdiction referred to in connection with such
currency, e.g., "Australian Dollars" means the lawful currency of Australia.

         "Agreement" means this 3-Year Revolving Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified and as in effect from time
to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 5.4; provided, however, that except as provided
in Section 10.8, with respect to the calculation of financial ratios and other
financial tests required by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as of the date of this Agreement, applied in a manner consistent with that used
in preparing the financial statements of the Company referred to in Section 5.4
hereof.

         "Alternate Base Rate" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

         "Applicable Commitment Fee Rate" means, at any time, the percentage
rate per annum at which Commitment Fees are accruing on unused portion of the
Aggregate Commitment at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Eurocurrency Advances at any
time, the percentage rate per annum which is applicable at such time with
respect to Eurocurrency Advances as set forth in the Pricing Schedule.

         "Applicable Performance LC Fee" means, with respect to Performance LCs
at any time, the percentage rate per annum which is applicable at such time with
respect to Performance LCs as set forth in the Pricing Schedule.



                                       2
<PAGE>

         "Approximate Equivalent Amount" of any currency with respect to any
amount of Dollars shall mean the Equivalent Amount of such currency with respect
to such amount of Dollars on or as of such date, rounded up to the nearest whole
unit of such currency as determined by the Administrative Agent from time to
time.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Assignment Agreement" is defined in Section 13.3.1.

         "Assumption Letter" means a letter of a Subsidiary of the Company
addressed to the Administrative Agent and the Lenders, and acknowledged by the
Administrative Agent, in substantially the form of Exhibit I hereto, pursuant to
which such Subsidiary agrees to become a "Subsidiary Borrower" and agrees to be
bound by the terms and conditions hereof.

         "Authorized Officer" means any of the chief executive officer,
president, chief operating officer, chief financial officer, chief accounting
officer or treasurer of the Company, acting singly.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.

         "Benefit Plan" shall mean a defined benefit plan as defined in Section
3(35) of ERISA (other than a Multiemployer Plan) in respect of which the Company
or any ERISA Affiliate is, or within the immediately preceding six (6) years
was, an "employer" as defined in Section 3(5) of ERISA.

         "Borrower" means, as applicable, any of the Company or any of the
Subsidiary Borrowers, together with their respective permitted successors and
assigns, and "Borrowers" means, collectively, the Company and the Subsidiary
Borrowers.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago, Illinois for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in Dollars and the
other Agreed Currencies are carried on in the London interbank market (and, if
the Advances which are the subject of such borrowing, payment or rate selection
are denominated in euro, a day upon which such clearing system as is determined
by the Administrative Agent to be


                                       3
<PAGE>

suitable for clearing or settlement of the euro is open for business) and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago, Illinois for the conduct of substantially all of
their commercial lending activities and interbank wire transfers can be made on
the Fedwire system.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

         "Cash Equivalent Investments" means, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any investment grade commercial bank having, or which is the
principal banking subsidiary of an investment grade bank holding company
organized under the laws of the United States, any State thereof, the District
of Columbia or any foreign jurisdiction having capital, surplus and undivided
profits aggregating in excess of $500,000,000, with maturities of not more than
one year from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than ninety (90) days for underlying
securities of the types described in clause (i) above entered into with any bank
meeting the qualifications specified in clause (ii) above, provided that such
repurchase obligations are secured by a first priority security interest in such
underlying securities which have, on the date of purchase thereof, a fair market
value of at least 100% of the amount of the repurchase obligations, (iv)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 by S&P or P-1 by Moody's and in each case maturing not more than 270
days after the date of acquisition by such Person, (v) investments in money
market funds substantially all of the assets of which are comprised of
securities of the types described in clauses (i) through (iv) above, and (vi)
demand deposit accounts maintained in the ordinary course of business.

         "Change" is defined in Section 3.2.

         "Change in Control" means (i) the Johnson Family shall at any time fail
to own stock having, in the aggregate, votes sufficient to elect at least a
fifty-one percent (51%) majority of the Board of Directors of the Company, (ii)
the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or

                                       4
<PAGE>

indirectly, of thirty percent (30%) or more of the outstanding shares of voting
stock of the Company; or (iii) the majority of the Board of Directors of the
Company fails to consist of Continuing Directors; or (iv) except as expressly
permitted under the terms of this Agreement, the Company consolidates with or
merges into another Person or conveys, transfers or leases all or substantially
all of its property to any Person, or any Person consolidates with or merges
into the Company, in either event pursuant to a transaction in which the
outstanding Capital Stock of the Company is reclassified or changed into or
exchanged for cash, securities or other property; or (v) except as otherwise
expressly permitted under the terms of this Agreement, the Company shall cease
to own and control, directly or indirectly, all of the economic and voting
rights associated with all of the outstanding Capital Stock of each of the
Company's Subsidiaries or shall cease to have the power, directly or indirectly,
to elect all of the members of the board of directors of each of the Company's
Subsidiaries.

         "Closing Date" means August 31, 2001.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans to, and participate in Facility LCs issued upon the
application of, a Borrower in an aggregate amount not exceeding the amount set
forth on the Commitment Schedule or in an Assignment Agreement executed pursuant
to Section 13.3, as it may be modified as a result of any assignment that has
become effective pursuant to Section 13.3.2 or as otherwise modified from time
to time pursuant to the terms hereof.

         "Commitment Fee" is defined in Section 2.6.1.

         "Commitment Schedule" means the Schedule identifying each Lender's
Commitment as of the Closing Date attached hereto and identified as such.

         "Company" means Johnson Outdoors Inc., a Wisconsin corporation, and its
permitted successors and assigns (including, without limitation, a
debtor-in-possession on its behalf).

         "Computation Date" is defined in Section 2.2.

         "Consolidated Net Income" means, with reference to any period, the net
after-tax income (or loss) of the Company and its Subsidiaries calculated on a
consolidated basis for such period determined in accordance with Agreement
Accounting Principles.

         "Consolidated Net Worth" means, as of the date of any determination
thereof, the amount of the par or stated value of all outstanding capital stock,
capital surplus and retained earnings of the Company and its Subsidiaries, net
of all cumulative translation adjustments and contingent compensation
adjustments determined on a consolidated basis in accordance with Agreement
Accounting Principles.

         "Consolidated Tangible Net Worth" means the consolidated stockholders'
equity of the Company and its Subsidiaries minus, to the extent included as
assets in determining Consolidated Net Worth, the net book value of all (i)
goodwill, including, without limitation, the excess of cost over book value of
any asset, (ii) organization or experimental expenses, (iii) unamortized debt

                                       5
<PAGE>

discount and expense, (iv) patents, trademarks, trade names and copyrights, (v)
treasury stock, (vi) franchises, licenses and permits, and (vii) other assets
which are deemed intangible assets under Agreement Accounting Principles.

         "Consolidated Total Assets" means the total amount of all assets of the
Company and its consolidated Subsidiaries, and including amounts attributable to
minority interests in Affiliates of the Company to the extent deducted in
calculating the Consolidated Total Assets of the Company and its Subsidiaries
but only to the extent such Affiliate shall be a Guarantor hereunder, calculated
on a consolidated basis as of such time in accordance with Agreement Accounting
Principles.

         "Continuing Director" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that any individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director prior thereto.

         "Contractual Obligation" of any Person shall mean any provision of any
security issued by such Person or of any agreement, instrument or undertaking
under which such Person is obligated or by which it or any of the property owned
by it is bound.

         "Conversion/Continuation Notice" is defined in Section 2.10.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Designated Lender" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
13.1.2.

         "Designating Lender" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 13.1.2.

         "Designation Agreement" is defined in Section 13.1.2.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Facility Termination Date.



                                       6
<PAGE>

         "DOL" shall mean the United States Department of Labor and any
successor department or agency.

         "Dollar Amount" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the equivalent in such
currency of such amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such currency on the
London market at 11:00 a.m., London time, on or as of the most recent
Computation Date provided for in Section 2.2.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "Domestic Subsidiary" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America.

         "EBITDA" shall mean, for any period for the Company and its
consolidated Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) Net Income, plus (ii) Interest Expense to the extent deducted
in computing Net Income, plus (iii) charges against income for foreign, federal,
state and local taxes to the extent deducted in computing Net Income, plus (iv)
depreciation expense to the extent deducted in computing Net Income, plus (v)
amortization expense, including, without limitation, amortization of goodwill
and other intangible assets to the extent deducted in computing Net Income, plus
(vi) any other non-recurring charges to the extent deducted in computing Net
Income, minus (vii) any non-recurring credits to the extent added in computing
Net Income, plus (viii) non-recurring after-tax losses (or minus non-recurring
after-tax gains); provided, that the aggregate adjustment pursuant to clauses
(vi) through (viii) of this definition shall not exceed $2,000,000 for the
four-quarter period ending on such date (exclusive of any such adjustments for
the closing of the Escape Sailboats operation in Portsmouth, Rhode Island and
the closing of certain of the Necky Kayak operations located in Abbotsfort,
British Columbia (collectively, the "Identified Plants") in an aggregate amount
not to exceed $2,500,000).

         "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated. If, after the designation
by the Lenders of any currency as an Agreed Currency, (x) currency control or
other exchange regulations are imposed in the country in which such currency is
issued with the result that different types of such currency are introduced, (y)
such currency is, in the determination of the Administrative Agent, no longer
readily available or freely traded or (z) in the determination of the
Administrative Agent, an Equivalent Amount of such currency is not readily
calculable, the Administrative Agent shall promptly notify the Lenders and the
Borrowers, and such currency shall no longer be an Agreed Currency until such
time as all of the Lenders agree to reinstate such currency as an Agreed
Currency and promptly, but in any event within five Business Days of receipt of
such notice from the Administrative Agent, the Borrowers shall repay all Loans
in such affected currency or convert such Loans into Loans in Dollars or another
Agreed Currency, subject to the other terms set forth in Article II.



                                       7
<PAGE>

         "Eligible Designee" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered by a
Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "Equivalent Amount" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such other currency at
11:00 a.m., London time, on the date on or as of which such amount is to be
determined.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "ERISA Affiliate" shall mean any (i) corporation which is a member of
the same controlled group of corporations (within the meaning of Section 414(b)
of the IRC) as the Company, (ii) partnership or other trade or business (whether
or not incorporated) under common control (within the meaning of Section 414(c)
of the IRC) with the Company, and (iii) member of the same affiliated service
group (within the meaning of Section 414(m) of the IRC) as the Company, any
corporation described in clause (i) above or any partnership or trade or
business described in clause (ii) above.

         "euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states of the
European Union that participate in the third stage of Economic and Monetary
Union.

         "Eurocurrency" means any Agreed Currency.

         "Eurocurrency Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at a Eurocurrency Rate requested by a
Borrower pursuant to Sections 2.9 and 2.10.

         "Eurocurrency Loan" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at a Eurocurrency Rate requested by a Borrower
pursuant to Sections 2.9 and 2.10.



                                       8
<PAGE>

         "Eurocurrency Payment Office" of the Administrative Agent shall mean,
for each of the Agreed Currencies, the office, branch, affiliate or
correspondent bank of the Administrative Agent specified as the "Eurocurrency
Payment Office" for such currency on the Eurocurrency Payment Office Schedule
hereto or such other office, branch, affiliate or correspondent bank of the
Administrative Agent as it may from time to time specify to the Borrowers and
each Lender as its Eurocurrency Payment Office.

         "Eurocurrency Payment Office Schedule" means the Schedule identifying
the Eurocurrency Payment Office of the Administrative Agent for each of the
Agreed Currencies attached hereto identified as such.

         "Eurocurrency Rate" means, with respect to a Eurocurrency Advance for
the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurocurrency Reference Rate applicable to such Interest Period, divided by (b)
one minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the then Applicable Margin, changing as and when the
Applicable Margin changes.

         "Eurocurrency Reference Rate" means, with respect to a Eurocurrency
Advance for the relevant Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in the applicable Agreed
Currency appearing on Reuters Screen FRBD or the applicable Reuters Screen for
such Agreed Currency as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, (i) if Reuters Screen FRBD or the applicable
Reuters Screen for such Agreed Currency is not available to the Administrative
Agent for any reason, the applicable Eurocurrency Reference Rate for the
relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in the Applicable Agreed
Currency as reported by any other generally recognized financial information
service as of 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, and having a maturity equal to such Interest Period,
and (ii) if no such British Bankers' Association Interest Settlement Rate is
available, the applicable Eurocurrency Reference Rate for the relevant Interest
Period shall instead be the rate determined by the Administrative Agent to be
the rate at which Bank One offers to place deposits in the applicable Agreed
Currency with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant Eurocurrency
Loan and having a maturity equal to such Interest Period.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Administrative Agent is incorporated or
organized or any political combination or subdivision or taxing authority
thereof or (ii) the jurisdiction in which the Administrative Agent's or Lender's
principal executive office or such Lender's applicable Lending Installation is
located or in which, other than as a result of the transaction evidenced by this
Agreement, the Administrative Agent or Lender otherwise is, or at any time was,
engaged in business.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.



                                       9
<PAGE>

         "Existing Credit Agreement" means that certain Amended and Restated
Credit Agreement dated as of April 3, 1998 among the Company, the subsidiary
borrowers parties thereto, the lenders parties thereto, and Bank One, NA
(formerly known as The First National Bank of Chicago), as Administrative Agent,
as the same has been amended, restated, supplemented or otherwise modified from
time to time.

         "Facility LC" is defined in Section 2.21.1.

         "Facility LC Application" is defined in Section 2.21.3.

         "Facility LC Collateral Account" is defined in Section 2.21.11.

         "Facility Termination Date" means the earlier of (a) August 31, 2004,
and (b) the date of termination in whole of the Aggregate Commitment pursuant to
Section 2.6 hereof or the Commitments pursuant to Section 8.1 hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any agreements, devices or
arrangements providing for payments related to fluctuations of interest rates,
exchange rates, forward rates or commodity prices, including, but not limited
to, interest rate swap or exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency, interest rate options puts or warrants.

         "Fixed Charge Coverage Ratio" is defined in Section 6.21.2.

         "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan or portion thereof, which, except as
otherwise provided in Section 2.12, bears interest at the Floating Rate.

         "Foreign Pension Plan" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Company or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Company, any of its respective
Subsidiaries or any member of its Controlled Group, (ii) is not


                                       10
<PAGE>

covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under
applicable local law, is required to be funded through a trust or other funding
vehicle.

         "Foreign Subsidiary" means a Subsidiary of the Company which is not a
Domestic Subsidiary.

         "Funded Debt" of any Person shall mean, without duplication (a) all
Indebtedness for or in respect of borrowed money or which has been incurred in
connection with the acquisition of property or assets, in each case having a
final maturity of more than one year from the date of origin thereof (or which
is renewable or extendible at the option of the obligor for a period or periods
more than one year from the date of origin), including without limitation, the
portion of the "Fixed Purchase Price" (as defined in the Purchase Agreement)
which has been deferred in accordance with Section 2.4 of the Purchase
Agreement, including all payments in respect thereof that are required to be
made within one year from the date of any determination of Funded Debt, whether
or not the obligation to make such payment shall constitute a current liability
of the obligor under Agreement Accounting Principles; provided that any portion
of such obligations incurred in connection with the acquisition of property or
assets specifically including, without limitation, obligations which have been
incurred by such Person in connection with any sale, transfer or issuance of
capital stock in accordance with the terms of this Agreement and which are at
the date of any determination of Funded Debt contingent as to amount or as to
payment shall not be treated as Funded Debt on such date, (b) all Capitalized
Lease Obligations, (c) all guaranties by such Person of Funded Debt of others,
(d) all obligations of such Person with respect to receivables sold or otherwise
discounted with recourse, (e) all obligations of such Person in an aggregate
amount in excess of $1,000,000 with respect to all standby letters of credit and
(f) all Disqualified Stock.

         "Granting Bank" is defined in Section 13.1.2.

         "Guarantor" shall mean the Company and each Domestic Subsidiary as of
the Closing Date and each other Subsidiary that has become a guarantor of the
Obligations hereunder in accordance with the terms of Section 6.10.

         "Guaranty" means that certain Guaranty (and any and all supplements
thereto) executed from time to time by each Guarantor (other than the Company)
in favor of the Administrative Agent for the benefit of itself and the Lenders,
in substantially the form of Exhibit H attached hereto, as amended, restated,
supplemented or otherwise modified from time to time.

         "Identified Plants" is defined in the definition of "EBITDA".

         "Indebtedness" of a Person means, without duplication, (a) the
obligations of such Person (i) for borrowed money or which has been incurred in
connection with the acquisition of property or assets, (ii) under or with
respect to notes payable and drafts accepted which represent extensions of
credit (whether or not representing obligations for borrowed money) to such
Person, (iii) constituting reimbursement obligations with respect to letters of
credit issued for the account of such Person or (iv) for the deferred purchase
price of property or services (other than current accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (b) the obligations of others, whether or not assumed, secured by


                                       11
<PAGE>

Liens on property of such Person or payable out of the proceeds of, or
production from, property or assets now or hereafter owned or acquired by such
Person, (c) the Capitalized Lease Obligations of such Person, (d) the
obligations of such Person under guaranties by such Person of any Indebtedness
(other than obligations for borrowed money incurred to finance the purchase of
property leased to such Person pursuant to a Capitalized Lease of such Person)
of any other Person, (e) all Off-Balance Sheet Liabilities of such Person, (f)
all Disqualified Stock and (g) any other obligation or other financial
accommodation which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person.

         "Interest Expense" means, for any period for any group of Persons, the
total gross interest expense of such group of Persons, whether paid or accrued,
including, without duplication, the interest component of Capitalized Leases,
commitment and letter of credit fees, the discount or implied interest component
of Off-Balance Sheet Liabilities, capitalized interest expense, pay-in-kind
interest expense, amortization of debt discount and net payments (if any)
pursuant to Financial Contracts relating to interest rate protection, all as
determined in conformity with Agreement Accounting Principles.

         "Interest Period" means, with respect to a Eurocurrency Advance, a
period of one, two, three or six months or such other period agreed to by the
Lenders and the Borrowers, commencing on a Business Day selected by the
applicable Borrower pursuant to this Agreement. Such Interest Period shall end
on but exclude the day which corresponds numerically to such date one, two,
three or six months or such other agreed upon period thereafter, provided,
however, that if there is no such numerically corresponding day in such next,
second, third or sixth succeeding month or such other succeeding period, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month or such other succeeding period. If an Interest Period
would otherwise end on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day, provided, however, that if said
next succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade, but including accounts receivable from other Persons which are not
current assets or did not arise from sales to such other Person in the ordinary
course of business) or contribution of capital by such Person; stocks, bonds,
mutual funds, partnership interests, notes, debentures or other securities owned
by such Person; any deposit accounts and certificate of deposit owned by such
Person; structured notes, Financial Contracts, derivative financial instruments
and other similar instruments or contracts owned by such Person; any other
direct or indirect purchase or acquisition by such Person of any assets other
than assets used in the ordinary course of business; and any non-arms length
transaction by such Person with another Person or any other transfer of assets
by such Person in another Person, with the amount of such Investment being an
amount equal to the net benefit derived by such other Person resulting from any
such transactions.



                                       12
<PAGE>

         "IRC" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any successor statute.

         "IRS" shall mean the United States Internal Revenue Service and any
successor agency.

         "Johnson Family" shall mean at any time, collectively, Samuel C.
Johnson, his wife and their children and grandchildren, the executor or
administrator of the estate or other legal representative of any such Person,
all trusts for the benefit of the foregoing or their heirs or any one or more of
them, and all partnerships, corporations or other entities directly or
indirectly controlled by the foregoing or any one or more of them.

         "LC Fee" is defined in Section 2.21.4.

         "LC Issuer" means Bank One (or any Affiliate of Bank One designated by
Bank One) or any of the other Lenders, as applicable, in its respective capacity
as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount of all Facility LCs outstanding at such
time plus (ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations.

         "LC Payment Date" is defined in Section 2.29.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lender" includes Bank One in its capacity as Swing Line
Lender.

         "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent with respect to each Agreed Currency listed on the
administrative information sheets provided to the Administrative Agent in
connection herewith, or on a Schedule or otherwise selected by such Lender or
the Administrative Agent pursuant to Section 2.18.

         "Leverage Ratio" is defined in Section 6.21.1.

         "Leverage Ratio (Pricing)" is defined in the Pricing Schedule.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement, and, in the case of stock, stockholders agreements, voting trust
agreements and all similar arrangements).

         "Loan" means a Revolving Loan or a Swing Line Loan, as applicable.

         "Loan Documents" means this Agreement, the Facility LC Applications,
the Guaranty, each Assumption Letter executed hereunder, and all other
documents, instruments, notes


                                       13
<PAGE>

(including any Notes issued pursuant to Section 2.14 (if requested)) and
agreements executed in connection therewith or contemplated thereby, as the same
may be amended, restated or otherwise modified and in effect from time to time.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), operations, performance,
properties, results of operations or prospects of the Company, or the Company
and its Subsidiaries taken as a whole, (ii) the ability of the Company or any of
its Subsidiaries to perform its respective obligations under the Loan Documents
to which it is a party, or (iii) the validity or enforceability of any of the
Loan Documents or the rights or remedies of the Administrative Agent, the LC
Issuers or the Lenders thereunder.

         "Material Indebtedness" is defined in Section 7.5.

         "Maximum Eurocurrency Amount" means $20,000,000.

         "Modify" and "Modification" are defined in Section 2.21.1.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a) (3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by either the Company or any ERISA Affiliate.

         "National Currency Unit" means the unit of currency (other than a euro
unit) of each member state of the European Union that participates in the third
stage of Economic and Monetary Union.

         "Net Income" means, for any period for any group of Persons, the net
earnings (or loss) after taxes of such group of Persons on a consolidated basis
for such period taken as a single accounting period determined in conformity
with Agreement Accounting Principles.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.14.

         "Notice of Assignment" is defined in Section 13.3.2.

         "Obligations" means all Loans, Reimbursement Obligations, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrowers to
any of the Administrative Agent, any LC Issuer, any Lender, the Arranger, any
affiliate of the Administrative Agent, any LC Issuer, or any Lender, the
Arranger, or any indemnitee under the provisions of Section 10.6 or any other
provisions of the Loan Documents, in each case of any kind or nature, present or
future, arising under this Agreement or any other Loan Document, whether or not
evidenced by any note, guaranty or other instrument, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan,
foreign exchange risk, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired.


                                       14
<PAGE>

The term includes, without limitation, all interest, charges, expenses, fees,
attorneys' fees and disbursements, paralegals' fees (in each case whether or not
allowed), and any other sum chargeable to the Company or any of its Subsidiaries
under this Agreement or any other Loan Document.

         "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to receivables sold by such Person or any of its Subsidiaries (calculated to
include the unrecovered investment of purchasers or transferees of receivables
or any other obligation of the Company or such transferor to
purchasers/transferees of interests in receivables or the agent for such
purchasers/transferees), (ii) any liability under any sale and leaseback
transaction which is not a Capitalized Lease, (iii) any liability under any
financing lease or Synthetic Lease or "tax ownership operating lease"
transaction entered into by such Person, including any Synthetic Lease
Obligations, or (iv) any obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person, but excluding from this clause (iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its share of the obligations to purchase
participations in Swing Line Loans, plus (iii) an amount equal to its Pro Rata
Share of the LC Obligations at such time.

         "Participants" is defined in Section 13.2.1.

         "Payment Date" means the last day of each March, June, September and
December and the Facility Termination Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Performance LC" means a Facility LC that is a documentary letter of
credit which is drawable upon presentation of documents evidencing the sale or
shipment of goods purchased by the Company or a Subsidiary in the ordinary
course of its business.

         "Permitted Acquisition" is defined in Section 6.15(v).

         "Permitted Refinancing Indebtedness" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, (iii) does not
rank at the time of such replacement,


                                       15
<PAGE>

renewal, refinancing or extension senior to the Indebtedness being replaced,
renewed, refinanced or extended, and (iv) does not contain terms (including,
without limitation, terms relating to security, amortization, interest rate,
premiums, fees, covenants, event of default and remedies) materially less
favorable to the Borrowers or to the Lenders than those applicable to the
Indebtedness being replaced, renewed, refinanced or extended.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
as to which the Company or any member of its Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule identifying the Applicable Margin
and Applicable Commitment Fee Rate attached hereto identified as such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of
this Agreement) and the denominator of which is the Aggregate Commitment at such
time, or, if the Aggregate Commitment has been terminated, a fraction the
numerator of which is such Lender's Outstanding Credit Exposure at such time and
the denominator of which is the sum of the Aggregate Outstanding Credit Exposure
at such time.

         "Purchase Agreement" means that certain Share Purchase Agreement dated
as of July 11, 1997 by and among the Company, Uwatec AG, Heinz Ruchti and Karl
Leemann.

         "Purchase Price" means the total consideration and other amounts
payable in connection with any Acquisition or Investment, including, without
limitation, any portion of the consideration payable in cash, the value of any
Capital Stock or other equity interests of the Company or any Subsidiary issued
as consideration for such Acquisition or Investment, all Indebtedness,
liabilities and contingent obligations incurred or assumed in connection with
such Acquisition or Investment and all transaction costs and expenses incurred
in connection with such Acquisition or Investment.

         "Purchasers" is defined in Section 13.3.1.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official


                                       16
<PAGE>

interpretation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying margin stocks applicable to member banks of the
Federal Reserve System.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "Reimbursement Obligations" means with respect to any LC Issuer, at any
time, the aggregate of all obligations of the Borrowers then outstanding under
Section 2.21 to reimburse such LC Issuer for amounts paid by such LC Issuer in
respect of any one or more drawings under Facility LCs issued by such LC Issuer;
or, as the context may require, all such Reimbursement Obligations then
outstanding to reimburse all of the LC Issuers.

         "Rentals" means the aggregate fixed amounts payable by the Company and
its Subsidiaries on a consolidated basis under any lease of real or personal
property having an original term (including any required renewals or any
renewals at the option of the lessor or lessee) of one year or more, but does
not include any amounts payable under Capitalized Leases.

         "Reportable Event" shall mean any Reportable Event as defined in
Section 4043 of ERISA or the regulations thereunder for which the 30-day notice
requirement has not been waived by the PBGC.

         "Required Lenders" means three (3) or more Lenders in the aggregate
having greater than fifty percent (50%) of the Aggregate Commitment or, if the
Aggregate Commitment has been terminated, three (3) or more Lenders in the
aggregate holding greater than fifty percent (50%) of the Aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
"Eurocurrency liabilities" (as defined in Regulation D).

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (or any
conversion or continuation thereof).

         "Risk Based Capital Guidelines" is defined in Section 3.2.



                                       17
<PAGE>

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

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Single Employer Plan" means a Plan maintained by the Company or any
member of its Controlled Group for employees of the Company or any member of its
Controlled Group.

         "Standby LC" means any Facility LC other than a Performance LC.

         "Subsidiary" of a Person means (i) any corporation more than fifty
percent (50%) of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the
Company.

         "Subsidiary Borrower" means each of the Company's Subsidiaries listed
on Schedule 1.1, and any other Subsidiaries of the Company duly designated by
the Company pursuant to Section 2.22 to request Credit Extensions hereunder,
which Subsidiary shall have delivered to the Administrative Agent an Assumption
Letter in accordance with Section 2.22 and such other documents as may be
required pursuant to this Agreement, in each case, together with its respective
successors and assigns, including a debtor-in-possession on behalf of such
Subsidiary Borrower.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which (i) represents more than ten
percent (10%) of the consolidated assets of the Company and its Subsidiaries as
would be shown in the consolidated financial statements of the Company and its
Subsidiaries as at the end of the four fiscal quarter period ending with the
fiscal quarter immediately prior to the fiscal quarter in which such
determination is made, or (ii) is responsible for more than ten percent (10%) of
the Consolidated Net Income of the Company and its Subsidiaries as reflected in
the financial statements referred to in clause (i) above.

         "Swing Line Borrowing Notice" is defined in Section 2.2.2.

         "Swing Line Commitment" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $10,000,000 at any
one time outstanding.

         "Swing Line Lender" means Bank One or such other Lender which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement.


                                       18
<PAGE>

         "Swing Line Loan" means a Loan made available to the Borrowers by the
Swing Line Lender pursuant to Section 2.2.

         "Synthetic Lease" means a so-called "synthetic" lease that is not
treated as a capital lease under Agreement Accounting Principles, but that is
treated as a financing under the Code.

         "Synthetic Lease Obligations" means, collectively, the payment
obligations of the Company or any of its Subsidiaries pursuant to a Synthetic
Lease.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "Termination Event" shall mean (i) a Reportable Event with respect to
any Benefit Plan; (ii) the withdrawal of the Company or any ERISA Affiliate from
a Benefit Plan during a plan year in which the Company or such ERISA Affiliate
was a "substantial employer" as defined in Section 4001(a) (2) of ERISA; (iii)
the imposition of an obligation on the Company or any ERISA Affiliate under
Section 4041 of ERISA to provide affected parties written notice of intent to
terminate a Benefit Plan in a distress termination described in Section 4041(c)
of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Benefit
Plan; (v) any event or condition which might constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; or (vi) the partial or complete withdrawal of the
Company or any ERISA Affiliate from a Multiemployer Plan.

         "Total Funded Debt" shall mean, without duplication, Funded Debt of the
Company and its Subsidiaries determined on a consolidated basis eliminating
intercompany items.

         "Transferee" is defined in Section 13.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurocurrency Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Weighted Average Life to Maturity" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.



                                       19
<PAGE>

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

         Any accounting terms used in this Agreement which are not specifically
defined herein shall have the meanings customarily given them in accordance with
Agreement Accounting Principles.

         1.2. References. Any references to the Company's Subsidiaries shall not
in any way be construed as consent by the Administrative Agent or any Lender to
the establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder.

         1.3. Supplemental Disclosure. At any time at the request of the
Administrative Agent and at such additional times as the Company determines, the
Company shall supplement each schedule or representation herein or in the other
Loan Documents with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set
forth as an exception to such representation or which is necessary to correct
any information in such representation which has been rendered inaccurate
thereby. Notwithstanding that any such supplement to such representation may
disclose the existence or occurrence of events, facts or circumstances which are
either prohibited by the terms of this Agreement or any other Loan Documents or
which result in the breach of any representation or warranty, such supplement to
such representation shall not be deemed either an amendment thereof or a waiver
of such breach unless expressly consented to in writing by Administrative Agent
and the requisite number of Lenders under Section 8.2, and no such amendments,
except as the same may be consented to in a writing which expressly includes a
waiver, shall be or be deemed a waiver by the Administrative Agent or any Lender
of any Default disclosed therein. Any items disclosed in any such supplemental
disclosures shall be included in the calculation of any limits, baskets or
similar restrictions contained in this Agreement or any of the other Loan
Documents.

                                   ARTICLE II

                                   THE CREDITS

         2.1. Commitment. From and including the date of this Agreement and
prior to the Facility Termination Date, upon the satisfaction of the conditions
precedent set forth in Section 4.1, 4.2 and 4.3, as applicable, each Lender
severally and not jointly agrees, on the terms and conditions set forth in this
Agreement, to (i) make Revolving Loans to the Borrowers in Agreed Currencies and
(ii) participate in Facility LCs issued upon the request of the Borrowers in
Agreed Currencies, from time to time in amounts not to exceed in the aggregate
at any one time outstanding the Dollar Amount of its Pro Rata Share of the
Available Aggregate Commitment;



                                       20
<PAGE>

provided that (i) at no time shall the Aggregate Outstanding Credit Exposure
hereunder exceed the Aggregate Commitment, (ii) at no time shall the aggregate
outstanding Dollar Amount of all Eurocurrency Advances denominated in an Agreed
Currency other than Dollars exceed the Maximum Eurocurrency Amount, and (iii)
all Floating Rate Loans shall be made in Dollars. Subject to the terms of this
Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any
time prior to the Facility Termination Date. The Commitments to lend hereunder
shall expire automatically on the Facility Termination Date. The LC Issuers will
issue Facility LCs hereunder on the terms and conditions set forth in Section
2.21.

         2.2. Swing Line Loans.

         2.2.1. Amount of Swing Line Loans. Upon the satisfaction of the
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to
be made on the date of the initial Advance hereunder, the satisfaction of the
conditions precedent set forth in Section 4.1 and 4.3 as well, from and
including the date of this Agreement and prior to the Facility Termination Date,
the Swing Line Lender agrees, on the terms and conditions set forth in this
Agreement, to make Swing Line Loans, in Dollars, to the Borrowers from time to
time in an aggregate principal amount not to exceed the Swing Line Commitment,
provided that the Aggregate Outstanding Credit Exposure shall not at any time
exceed the Aggregate Commitment, and provided further that at no time shall the
sum of (i) the Swing Line Lender's share of the obligations to participate in
the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the
Swing Line Lender pursuant to Section 2.1, exceed the Swing Line Lender's
Commitment at such time. Subject to the terms of this Agreement, the Borrowers
may borrow, repay and reborrow Swing Line Loans at any time prior to the
Facility Termination Date.

         2.2.2. Borrowing Notice. The applicable Borrower shall deliver to the
Administrative Agent and the Swing Line Lender irrevocable notice (a "Swing Line
Borrowing Notice") not later than 11:00 a.m. (Chicago time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $500,000 and
integral multiples of $100,000 in excess thereof. Each Swing Line Loan shall
bear interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is
paid, at a rate per annum equal to the Alternate Base Rate.

         2.2.3. Making of Swing Line Loans. Promptly after receipt of a Swing
Line Borrowing Notice, the Administrative Agent shall notify each Lender by fax,
or other similar form of transmission, of the requested Swing Line Loan. Not
later than 2:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing
Line Lender shall make available the Swing Line Loan, in funds immediately
available in Chicago, to the Administrative Agent at its address specified
pursuant to Article XIV. The Administrative Agent will promptly make the funds
so received from the Swing Line Lender available to the applicable Borrower on
the Borrowing Date at the Administrative Agent's aforesaid address.

         2.2.4. Repayment of Swing Line Loans. Each Swing Line Loan shall be
paid in full by the Borrowers on or before the fifth (5th) Business Day after
the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender
(i) may at any time in its sole discretion with


                                       21
<PAGE>

respect to any outstanding Swing Line Loan, or (ii) shall on the fifth (5th)
Business Day after the Borrowing Date of any Swing Line Loan, require each
Lender (including the Swing Line Lender) to make a Revolving Loan in the amount
of such Lender's Pro Rata Share of such Swing Line Loan (including, without
limitation, any interest accrued and unpaid thereon), for the purpose of
repaying such Swing Line Loan. Not later than 12:00 noon (Chicago time) on the
date of any notice received pursuant to this Section 2.2.4, each Lender shall
make available its required Revolving Loan, in funds immediately available in
Chicago to the Administrative Agent at its address specified pursuant to Article
XIV. Revolving Loans made pursuant to this Section 2.2.4 shall initially be
Floating Rate Loans and thereafter may be continued as Floating Rate Loans or
converted into Eurocurrency Loans in the manner provided in Section 2.10 and
subject to the other conditions and limitations set forth in this Article II.
Unless a Lender shall have notified the Swing Line Lender, prior to its making
any Swing Line Loan, that any applicable condition precedent set forth in
Sections 4.1, 4.2 or 4.3 had not then been satisfied, such Lender's obligation
to make Revolving Loans pursuant to this Section 2.2.4 to repay Swing Line Loans
shall be unconditional, continuing, irrevocable and absolute and shall not be
affected by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Administrative Agent, the Swing Line Lender or any other Person, (b)
the occurrence or continuance of a Default or Unmatured Default, (c) any adverse
change in the condition (financial or otherwise) of any Borrower, or (d) any
other circumstances, happening or event whatsoever. In the event that any Lender
fails to make payment to the Administrative Agent of any amount due under this
Section 2.2.4, the Administrative Agent shall be entitled to receive, retain and
apply against such obligation the principal and interest otherwise payable to
such Lender hereunder until the Administrative Agent receives such payment from
such Lender or such obligation is otherwise fully satisfied. In addition to the
foregoing, if for any reason any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.2.4, such Lender
shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Lender, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in the amount of such Revolving Loan, and such interest and
participation may be recovered from such Lender together with interest thereon
at the Federal Funds Effective Rate for each day during the period commencing on
the date of demand and ending on the date such amount is received. On the
Facility Termination Date, the Borrowers shall repay in full the outstanding
principal balance of the Swing Line Loans.

         2.3. Determination of Dollar Amounts; Required Payments; Termination.

         2.3.1. Determination of Dollar Amounts. The Administrative Agent will
determine the Dollar Amount of:

         (i) each Credit Extension as of the date three Business Days prior to
the Credit Extension Borrowing Date or, if applicable, date of
conversion/continuation of such Credit Extension, and

         (ii) all outstanding Credit Extensions on and as of the last Business
Day of each quarter and on any other Business Day elected by the Administrative
Agent in its discretion or upon instruction by the Required Lenders.



                                       22
<PAGE>

Each day upon or as of which the Administrative Agent determines Dollar Amounts
as described in the preceding clauses (i) and (ii) is herein described as a
"Computation Date" with respect to each Credit Extensions for which a Dollar
Amount is determined on or as of such day. If at any time the Dollar Amount of
the sum of the aggregate principal amount of all outstanding Credit Extension
(calculated, with respect to those Credit Extensions denominated in Agreed
Currencies other than Dollars, as of the most recent Computation Date with
respect to each such Credit Extension) exceeds the Aggregate Commitment, the
Borrowers shall immediately repay Advances in an aggregate principal amount
sufficient to eliminate any such excess.

         2.3.2. Required Payments. Any outstanding Advances and all other unpaid
Obligations shall be paid in full by the Borrowers on the Facility Termination
Date.

         2.3.3. Termination. Notwithstanding the termination of this Agreement
on the Facility Termination Date, until all of the Obligations (other than
contingent indemnity obligations) shall have been fully paid and satisfied and
all financing arrangements among the Borrowers and the Lenders hereunder and
under the other Loan Documents shall have been terminated, all of the rights and
remedies under this Agreement and the other Loan Documents shall survive and the
Administrative Agent shall be entitled to retain its security interest in and to
all existing and future collateral (if any).

         2.4. Ratable Loans. Each Advance hereunder (other than any Swing Line
Loan) shall consist of Revolving Loans made from the several Lenders ratably in
proportion to the ratio that their respective Commitments bear to the Aggregate
Commitment.

         2.5. Types of Advances. The Advances may be Revolving Loans consisting
of Floating Rate Advances or Eurocurrency Advances, or a combination thereof,
selected by the applicable Borrower in accordance with Sections 2.9 and 2.10, or
Swing Line Loans selected by the applicable Borrower in accordance with Section
2.2.

         2.6. Commitment Fee; Reductions in Aggregate Commitment; Increases in
Aggregate Commitment.

         2.6.1. Commitment Fee. The Borrowers agree to pay to the Administrative
Agent for the account of each Lender a commitment fee (the "Commitment Fee") at
a per annum rate equal to the Applicable Commitment Fee Rate on the daily unused
portion of such Lender's Commitment from the Closing Date to and including the
date on which this Agreement is terminated in full and all Obligations hereunder
have been paid in full pursuant to Section 2.3, payable quarterly in arrears on
each Payment Date hereafter and until all Obligations hereunder have been paid
in full.

         2.6.2. Reductions in Aggregate Commitment. The Borrowers may
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in a minimum amount of $1,000,000 (and in multiples of $500,000 if
in excess thereof) (or the Approximate Equivalent Amount if denominated in an
Agreed Currency other than Dollars), upon at least three (3) Business Days'
prior written notice to the Administrative Agent of such reduction, which notice
shall specify the amount of any such reduction; provided, however, that the
amount of the Aggregate Commitment may not be reduced below the Dollar Amount of
the Aggregate


                                       23
<PAGE>

Outstanding Credit Exposure. All accrued Commitment Fees shall be payable on the
effective date of any termination of all or any part of the obligations of the
Lenders to make Credit Extensions hereunder. For purposes of calculating the
Commitment Fee hereunder, the principal amount of each Credit Extension made in
an Agreed Currency other than Dollars shall be at any time the Dollar Amount of
such Credit Extension as determined on the most recent Computation Date with
respect to such Credit Extension.

         2.6.3. Increase of Aggregate Commitment. At any time the Company may,
on the terms set forth below, request that the Aggregate Commitment hereunder be
increased to an amount not to exceed $150,000,000; provided, however, that (i)
an increase in the Aggregate Commitment hereunder may only be made at a time
when no Default or Unmatured Default shall have occurred and be continuing, (ii)
each Lender shall be offered a pro rata share of any requested increase prior to
the Company and the Administrative Agent inviting any additional financial
institutions to become a Lender hereunder, and (iii) no Lender's Commitment
shall be increased under this Section 2.6.3 without its consent. In the event of
such a requested increase in the Aggregate Commitment, any financial institution
which the Company and the Administrative Agent invite to become a Lender or to
increase its Commitment may set the amount of its Commitment at a level agreed
to by the Company (on behalf of all of the Borrowers) and the Administrative
Agent. In the event that the Company and one or more of the Lenders (or other
financial institutions) shall agree upon such an increase in the Aggregate
Commitment (i) the Borrowers, the Administrative Agent and each Lender or other
financial institution increasing its Commitment or extending a new Commitment
shall enter into an amendment to this Agreement setting forth the amounts of the
Commitments, as so increased, providing that the financial institutions
extending new Commitments shall be Lenders for all purposes under this
Agreement, and setting forth such additional provisions as the Administrative
Agent shall consider reasonably appropriate and (ii) the Borrowers shall
furnish, if requested, a new Note to each financial institution that is
extending a new Commitment or increasing its Commitment. No such amendment shall
require the approval or consent of any Lender whose Commitment is not being
increased. Upon the execution and delivery of such amendment as provided above,
and upon satisfaction of such other conditions as the Administrative Agent may
reasonably specify upon the request of the financial institutions that are
extending new Commitments (including, without limitation, the Administrative
Agent administering the reallocation of any outstanding Loans ratably among the
Lenders after giving effect to each such increase in the Aggregate Commitment,
and the delivery of certificates, evidence of corporate authority and legal
opinions on behalf of the Borrowers), this Agreement shall be deemed to be
amended accordingly.

         2.7. Minimum Amount of Each Advance. Each Eurocurrency Advance shall be
in the minimum amount of $3,000,000 (and in multiples of $500,000 if in excess
thereof) (or the Approximate Equivalent Amount if denominated in an Agreed
Currency other than Dollars), and each Floating Rate Advance shall be in the
minimum amount of $3,000,000 (and in multiples of $500,000 if in excess
thereof), provided, however, that any Floating Rate Advance may be in the amount
of the Available Aggregate Commitment.

         2.8. Principal Payments.



                                       24
<PAGE>
         2.8.1. Optional Principal Payments. The Borrowers may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances (other
than Swing Line Loans), or any portion of the outstanding Floating Rate
Advances, in a minimum aggregate amount of $1,000,000 or any integral multiple
of $500,000 in excess thereof, upon prior notice to the Administrative Agent at
or before 12:00 noon (Chicago time) one (1) Business Day prior to the date of
such payment. The Borrowers may from time to time pay, subject to the payment of
any funding indemnification amounts required by Section 3.4 but without penalty
or premium, all outstanding Eurocurrency Ratable Advances, or, in a minimum
aggregate amount of $1,000,000 or any integral multiple of $500,000 in excess
thereof (or the Approximate Equivalent Amount if denominated in an Agreed
Currency other than Dollars), any portion of the outstanding Eurocurrency
Ratable Advances upon five (5) Business Days' prior notice to the Administrative
Agent. The Borrowers may at any time pay, without penalty or premium, all
outstanding Swing Line Loans, or, in a minimum amount of $1,000,000 and
increments of $500,000 in excess thereof, any portion of the outstanding Swing
Line Loans, with notice to the Administrative Agent and the Swing Line Lender by
12:00 noon (Chicago time) on the date of repayment.

         2.8.2. Mandatory Principal Payments. Upon the consummation of any
issuance of Indebtedness permitted under Section 6.12(vii), at any time the
Leverage Ratio (determined as of the last day of the most recent fiscal quarter
for which a compliance certificate shall have been delivered in accordance with
Section 6.1) shall be greater than or equal to 3.00 to 1.00, within two (2)
Business Days after the Company's or any of its Subsidiaries' receipt of any net
cash proceeds from such issuance of Indebtedness, the Company shall make a
mandatory prepayment of the Obligations in an amount equal to 100% of such net
cash proceeds. All of the mandatory prepayments made under this Section 2.8.2
shall be applied first to Floating Rate Loans and to any Eurocurrency Rate Loans
maturing on such date and then to subsequently maturing Eurocurrency Rate Loans.

         2.9. Method of Selecting Types and Interest Periods for New Advances;
Method of Borrowing; Advances to be Made in euro.

         2.9.1. Method of Selecting Types and Interest Periods for New Advances.
Other than with respect to Swing Line Loans (which shall be governed by Section
2.2), the applicable Borrower shall select the Type of Advance and, in the case
of each Eurocurrency Advance, the Interest Period and Agreed Currency applicable
thereto from time to time; provided that there shall be no more than eight (8)
Interest Periods in effect with respect to all of the Revolving Loans at any
time, unless such limit has been waived by the Administrative Agent in its sole
discretion. The applicable Borrower shall give the Administrative Agent
irrevocable notice (a "Borrowing Notice") not later than 10:00 a.m. (Chicago
time) on the Borrowing Date of each Floating Rate Advance, three (3) Business
Days before the Borrowing Date for each Eurocurrency Advance denominated in
Dollars, and four (4) Business Days before the Borrowing Date for each
Eurocurrency Advance denominated in an Agreed Currency other than Dollars,
specifying:

         (i) the Borrowing Date, which shall be a Business Day, of such Advance,

         (ii) the aggregate amount of such Advance,



                                       25
<PAGE>

         (iii) the Type of Advance selected, and

         (iv) in the case of each Eurocurrency Advance, the Interest Period and
Agreed Currency applicable thereto.

         2.9.2. Method of Borrowing. On each Borrowing Date, each Lender shall
make available its Loan or Loans, if any, (i) if such Loan is denominated in
Dollars, not later than noon, Chicago time, in Federal or other funds
immediately available to the Administrative Agent, in Chicago, Illinois at its
address specified in or pursuant to Article XIV and, (ii) if such Loan is
denominated in an Agreed Currency other than Dollars, not later than noon, local
time, in the city of the Administrative Agent's Eurocurrency Payment Office for
such currency, in such funds as may then be customary for the settlement of
international transactions in such currency in the city of and at the address of
the Administrative Agent's Eurocurrency Payment Office for such currency. Unless
the Administrative Agent determines that any applicable condition specified in
Article IV has not been satisfied, the Administrative Agent will make the funds
so received from the Lenders available to the applicable Borrower at the
Administrative Agent's aforesaid address. Notwithstanding the foregoing
provisions of this Section 2.9.2, to the extent that a Loan made by a Lender
matures on the Borrowing Date of a requested Loan, such Lender shall apply the
proceeds of the Loan it is then making to the repayment of principal of the
maturing Loan.

         2.9.3. Advances to be Made in euro. If any Advance would, but for the
provisions of this Section 2.9.3, be capable of being made in either euro or in
a National Currency Unit, such Advance shall be made in euro.

         2.10. Conversion and Continuation of Outstanding Advances. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurocurrency Advances pursuant to this
Section 2.10 or are repaid in accordance with Section 2.8. Each Eurocurrency
Advance shall continue as a Eurocurrency Advance until the end of the then
applicable Interest Period therefor, at which time:

         (i) each such Eurocurrency Advance denominated in Dollars shall be
automatically converted into a Floating Rate Advance unless (x) such
Eurocurrency Advance is or was repaid in accordance with Section 2.8 or (y) the
applicable Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Eurocurrency Advance continue as a Eurocurrency
Advance for the same or another Interest Period or be converted into a Floating
Rate Advance; and

         (ii) each such Eurocurrency Advance denominated in an Agreed Currency
other than Dollars shall automatically continue as a Eurocurrency Advance in the
same Agreed Currency with an Interest Period of one month unless (x) such
Eurocurrency Advance is or was repaid in accordance with Section 2.8, or (y) the
applicable Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Eurocurrency Advance continue as a Eurocurrency
Advance for the same or another Interest Period.



                                       26
<PAGE>

Subject to the terms of Section 2.7, the Borrowers may elect from time to time
to convert all or any part of an Advance of any Type into any other Type or
Types of Advances denominated in the same or any other Agreed Currency; provided
that any conversion of any Eurocurrency Advance shall be made on, and only on,
the last day of the Interest Period applicable thereto. The applicable Borrower
shall give the Administrative Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of an Advance or
continuation of a Eurocurrency Advance not later than 10:00 a.m. (Chicago time)
at least one (1) Business Day, in the case of a conversion into a Floating Rate
Advance, three (3) Business Days, in the case of a conversion into or
continuation of a Eurocurrency Advance denominated in Dollars, or four (4)
Business Days, in the case of a conversion into or continuation of a
Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior
to the date of the requested conversion or continuation, specifying:

         (i) the requested date, which shall be a Business Day, of such
conversion or continuation,

         (ii) the Agreed Currency, the aggregate amount and Type of the Advance
which is to be converted or continued, and

         (iii) the amount of such Advance which is to be converted into or
continued as a Eurocurrency Advance and the duration of the Interest Period
applicable thereto.

Promptly after receipt of any Conversion/Continuation Notice, the Administrative
Agent shall provide the Lenders with notice thereof.

         2.11. Changes in Interest Rate, etc. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurocurrency Advance into a Floating Rate Advance pursuant to Section 2.10, to
but excluding the date it is paid or is converted into a Eurocurrency Advance
pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate
for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Eurocurrency Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined by the Administrative Agent
as applicable to such Eurocurrency Advance based upon the applicable Borrower's
selections under Sections 2.9 and 2.10 and otherwise in accordance with the
terms hereof. No Interest Period may end after the Facility Termination Date.

         2.12. No Conversion or Continuation of Eurocurrency Advances After
Default; Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.10, no Advance may be converted or continued as
a Eurocurrency Advance (except with the consent of the Required lenders) when
any Default or Unmatured Default is continuing. During the continuance of a
Default (including the Borrowers' failure to pay any Loan at maturity) the
Required Lenders may, at their option, by notice to the Borrowers (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) the Advances, all


                                       27
<PAGE>

fees or any other Obligations hereunder shall bear interest at the Floating Rate
plus 2% per annum and (ii) the LC Fee shall be increased by 2% per annum,
provided that, during the continuance of a Default under Section 7.6 or 7.7,
such interest rate and such increase in the LC Fee set forth above shall be
applicable to all Credit Extensions, Advances, fees and other Obligations
hereunder without any election or action on the part of the Administrative
Agent, any LC Issuer or any Lender.

         2.13. Method of Payment.

         (i) Each Advance shall be repaid and each payment of interest thereon
shall be paid in the currency in which such Advance was made or, where such
currency has converted to the euro, in the euro. All payments of the Obligations
hereunder shall be made, without setoff, deduction, or counterclaim, in
immediately available funds to the Administrative Agent at (except as set forth
in the next sentence) the Administrative Agent's address specified pursuant to
Article XIV, or at any other Lending Installation of the Administrative Agent
specified in writing by the Administrative Agent to the Company, by 12:00 noon
(Chicago time) on the date when due and shall (except (i) in the case of
Reimbursement Obligations for which the applicable LC Issuer has not been fully
indemnified by the Lenders or (ii) with respect to repayments of Swing Line
Loans) be applied ratably by the Administrative Agent among the Lenders. All
payments to be made by the Borrowers hereunder in any currency other than
Dollars shall be made in such currency on the date due in such funds as may then
be customary for the settlement of international transactions in such currency
for the account of the Administrative Agent, at its Eurocurrency Payment Office
for such currency and shall be applied ratably by the Administrative Agent among
the Lenders. Each payment delivered to the Administrative Agent for the account
of any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds that the Administrative Agent received at, (a)
with respect to Floating Rate Loans and Eurocurrency Loans denominated in
Dollars, such Lender's address specified pursuant to Article XIV or at any
Lending Installation specified in a notice received by the Administrative Agent
from such Lender and (b) with respect to Eurocurrency Loans denominated in an
Agreed Currency other than Dollars, in the funds received from the Borrowers at
the address of the Administrative Agent's Eurocurrency Payment Office for such
currency. Each reference to the Administrative Agent in this Section 2.13 shall
also be deemed to refer, and shall apply equally, to the applicable LC Issuer,
in the case of payments required to be made by the applicable Borrower to such
LC Issuer pursuant to Section 2.21.6. The Administrative Agent is hereby
authorized to charge the account of the Borrowers maintained with Bank One or
any of its Affiliates for each payment of principal, interest and fees as it
becomes due hereunder.

         (ii) Notwithstanding the foregoing provisions of this Section, if,
after the making of any Advance in any currency other than Dollars, currency
control or exchange regulations are imposed in the country which issues such
currency with the result that the type of currency in which the Advance was made
(the "Original Currency") no longer exists or any Borrower is not able to make
payment to the Administrative Agent for the account of the Lenders in such
Original Currency, then all payments to be made by any Borrower hereunder in
such currency shall instead be made when due in Dollars in an amount equal to
the Dollar Amount (as of the date of repayment) of such payment due, it being
the intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations.


                                       28
<PAGE>
For purposes of this Section 2.13(ii), the commencement of the third stage of
European Economic and Monetary Union shall not constitute the imposition of
currency control or exchange regulations.

         2.14. Noteless Agreement; Evidence of Indebtedness.

         (i) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrowers to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

         (ii) The Administrative Agent shall also maintain accounts in which it
will record (a) the date and the amount of each Revolving Loan made hereunder,
the Agreed Currency and Type thereof and the Interest Period, if any, applicable
thereto, (b) the amount of any principal or interest due and payable or to
become due and payable from any Borrower to each Lender hereunder, (c) the
effective date and amount of each Assignment Agreement delivered to and accepted
by it and the parties thereto pursuant to Section 13.3, (d) the original stated
amount of each Facility LC and the amount of LC Obligations outstanding at any
time, (e) the amount of any sum received by the Administrative Agent hereunder
from the Borrowers and each Lender's share thereof, and (f) all other
appropriate debits and credits as provided in this Agreement, including, without
limitation, all fees, charges, expenses and interest.

         (iii) The entries maintained in the accounts maintained pursuant to
clauses (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrowers to repay
the Obligations in accordance with their terms.

         (iv) Any Lender may request that its Loans be evidenced by a promissory
note or, in the case of the Swing Line Lender, promissory notes representing its
Revolving Loans and Swing Line Loans, respectively, substantially in the form of
Exhibit E, with appropriate changes for notes evidencing Swing Line Loans (each,
a "Note"). In such event, the Borrowers shall prepare, execute and deliver to
such Lender such Note or Notes payable to the order of such Lender. Thereafter,
the Loans evidenced by each such Note and interest thereon shall at all times
(including after any assignment pursuant to Section 13.3) be represented by one
or more Notes payable to the order of the payee named therein or any assignee
pursuant to Section 13.3, except to the extent that any such Lender or assignee
subsequently returns any such Note for cancellation and requests that such Loans
once again be evidenced as described in clauses (i) and (ii) above.

         2.15. Telephonic Notices. The Borrowers hereby authorize the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and transfer funds based on telephonic notices
made by any person or persons the Administrative Agent or any Lender in good
faith believes to be acting on behalf of a Borrower, it being understood that
the foregoing authorization is specifically intended to allow Borrowing Notices
and Conversion/Continuation Notices to be given telephonically. The Borrowers
agree to deliver promptly to the Administrative Agent a written confirmation,
signed by an Authorized


                                       29
<PAGE>

Officer, if such confirmation is requested by the Administrative Agent or any
Lender, of each telephonic notice. If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent and the Lenders shall govern
absent manifest error.

         2.16. Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance and Swing Line Loan shall be payable in arrears on
each Payment Date, commencing with the first such date to occur after the
Closing Date, on any date on which the Floating Rate Advance or Swing Line Loan
is prepaid, whether due to acceleration or otherwise, and at maturity. Interest
accrued on that portion of the outstanding principal amount of any Floating Rate
Advance converted into a Eurocurrency Advance on a day other than a Payment Date
shall be payable on the date of conversion. Interest accrued on each
Eurocurrency Advance shall be payable on the last day of its applicable Interest
Period, on any date on which the Eurocurrency Advance is prepaid, whether by
acceleration or otherwise, and at maturity; provided, that interest accrued on
each Eurocurrency Advance having an Interest Period longer than three (3) months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest on Eurocurrency Advances (other than Eurocurrency
Advances denominated in British Pounds Sterling), Swing Line Loans, LC Fees and
Commitment Fees shall be calculated for actual days elapsed on the basis of a
360-day year; interest on Floating Rate Advances for which the Prime Rate is the
basis and Eurocurrency Advances denominated in British Pounds Sterling shall be
calculated for actual days elapsed on the basis of a 365/366-day year. Interest
shall be payable for the day an Advance is made but not for the day of any
payment on the amount paid if payment is received prior to 12:00 noon (Chicago
time) at the place of payment. If any payment of principal of or interest on an
Advance, any fees or any other amounts payable to the Administrative Agent or
any Lender hereunder shall become due on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest, fees and commissions in connection with such payment.

         2.17. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Administrative Agent
will notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder. Promptly after notice
from the applicable LC Issuer, the Administrative Agent will notify each Lender
of the contents of each request for issuance of a Facility LC hereunder. The
Administrative Agent will notify each Lender of the interest rate applicable to
each Eurocurrency Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.18. Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and the LC Issuers may book the Facility LCs
at any Lending Installation selected by such Lender or the applicable LC Issuer,
as the case may be, and may change its Lending Installation from time to time.
All terms of this Agreement shall apply to any such Lending Installation and the
Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or the applicable LC Issuer, as
the case may be, for the benefit of any such Lending Installation. Each Lender
and each LC Issuer may, by written notice to the Administrative Agent and the
Company in accordance with Article XIV,


                                       30
<PAGE>

designate replacement or additional Lending Installations through which Loans
will be made by it or Facility LCs will be issued by it and for whose account
Loan payments or payments with respect to Facility LCs are to be made.

         2.19. Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the time on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of a Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or Borrower, as the case may be, has not in fact made
such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three (3) days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by a Borrower, the interest rate applicable to the relevant Loan,
including the interest rate applicable pursuant to Section 2.12.

         2.20. Replacement of Lender. The Company, on its behalf and on behalf
of the other Borrowers, shall be permitted, from time to time in its discretion,
to remove Lenders from this Agreement and reduce the Aggregate Commitment,
provided that the Aggregate Commitment may not be reduced below $60,000,000 as a
result of removing one or more Lenders pursuant to this Section, and a Lender
may not be removed from the Agreement at any time a Default exists and remains
uncured or unwaived under this Agreement. If the Company elects to terminate the
Commitment of any Lender, it shall give not less than fourteen (14) days' prior
written notice to the Administrative Agent and such Lender. On the effective
date of such termination, the Company shall pay to the Administrative Agent, for
the account of such Lender, in immediately available funds, an amount equal to
all Credit Extensions and other amounts (including accrued interest and fees)
owing to such Lender plus the amounts, if any, owing to such Lender under
Section 3.4 if such payment is not made on the last day of the applicable
Interest Period.

         2.21. Facility LCs.

         2.21.1. Issuance; Transitional Facility LCs.

         (i) Issuance. The LC Issuers hereby agree, on the terms and conditions
set forth in this Agreement, to issue standby and performance letters of credit
in Agreed Currencies (each, together with the letters of credit deemed issued by
the LC Issuers hereunder pursuant to Section 2.21.1(ii), a "Facility LC") and to
renew, extend, increase, decrease or otherwise modify each Facility LC
("Modify," and each such action a "Modification"), from time to time from and
including the date of this Agreement and prior to the Facility Termination Date
upon the request of any Borrower; provided that immediately after each such
Facility LC is issued or Modified, (i) the aggregate amount of the outstanding
LC Obligations shall not exceed $25,000,000 and (ii)


                                       31
<PAGE>

the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Commitment. No Facility LC shall have an expiry date later than the earlier of
(x) the fifth Business Day prior to the Facility Termination Date and (y) one
year after its issuance.

         (ii) Transitional Provision. Schedule 2.21 contains a schedule of
certain letters of credit issued for the account of the Borrowers prior to the
Closing Date. Subject to the satisfaction of the conditions contained in
Sections 4.1, 4.2 and 4.3, from and after the Closing Date such letters of
credit shall be deemed to be Facility LCs issued pursuant to this Section 2.21.

         2.21.2. Participations. On the date of this Agreement, with respect to
the Facility LCs identified on Schedule 2.21, and upon the issuance or
Modification by the applicable LC Issuer of a Facility LC in accordance with
this Section 2.21, such LC Issuer shall be deemed, without further action by any
party hereto, to have unconditionally and irrevocably sold to each Lender, and
each Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from such LC Issuer, a participation
in such Facility LC (and each Modification thereof) and the related LC
Obligations in proportion to its Pro Rata Share.

         2.21.3. Notice. Subject to Section 2.21.1, the applicable Borrower
shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at
least five (5) Business Days prior to the proposed date of issuance or
Modification of each Facility LC, specifying the beneficiary, the proposed date
of issuance (or Modification) and the expiry date of such Facility LC, and
describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby. Upon receipt of such notice, the
applicable LC Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender, of the contents thereof
and of the amount of such Lender's participation in such proposed Facility LC.
The issuance or Modification by any LC Issuer of any Facility LC shall, in
addition to the conditions precedent set forth in Article IV (the satisfaction
of which such LC Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Facility LC shall be satisfactory to such LC
Issuer and that the applicable Borrower shall have executed and delivered such
application agreement and/or such other instruments and agreements relating to
such Facility LC as the applicable LC Issuer shall have reasonably requested
(each, a "Facility LC Application"). In the event of any conflict between the
terms of this Agreement and the terms of any Facility LC Application, the terms
of this Agreement shall control.

         2.21.4. LC Fees. The Borrowers shall pay to the Administrative Agent,
for the account of the Lenders ratably in accordance with their respective Pro
Rata Shares, a letter of credit fee at a per annum rate equal to (x) with
respect to each Standby LC, the Applicable Margin for Eurocurrency Loans in
effect from time to time on the average daily undrawn stated amount under such
Standby LC, and (y) with respect to each Performance LC, the Applicable
Performance LC Fee in effect from time to time on the average daily undrawn
stated amount under each Performance LC, such fees to be payable in arrears on
each Payment Date (each such fee described in this sentence being an "LC Fee").
The Borrowers shall also pay to each LC Issuer for its own account (x) at the
time of such LC Issuer's issuance of any Facility LC, a fronting fee equal to
0.15% per annum on the initial stated amount available for drawing under each
such Facility LC issued by such LC Issuer, and (y) documentary and processing
charges in


                                       32
<PAGE>

connection with the issuance or Modification of and draws under Facility LCs in
accordance with the applicable LC Issuer's standard schedule for such charges as
in effect from time to time.

         2.21.5. Administration; Reimbursement by Lenders. Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the applicable LC Issuer shall notify the Administrative Agent and the
Administrative Agent shall promptly notify the Company and each other Lender as
to the amount to be paid by such LC Issuer as a result of such demand and the
proposed payment date (the "LC Payment Date"). The responsibility of each LC
Issuer to the Borrowers and each Lender shall be only to determine that the
documents (including each demand for payment) delivered under each Facility LC
issued by such LC Issuer in connection with such presentment shall be in
conformity in all material respects with such Facility LC. Each LC Issuer shall
endeavor to exercise the same care in the issuance and administration of the
Facility LCs issued by such LC Issuer as it does with respect to letters of
credit in which no participations are granted, it being understood that in the
absence of any gross negligence or willful misconduct by the applicable LC
Issuer, each Lender shall be unconditionally and irrevocably liable without
regard to the occurrence of any Default or any condition precedent whatsoever,
to reimburse such LC Issuer on demand for (i) such Lender's Pro Rata Share of
the amount of each payment made by such LC Issuer under each Facility LC issued
by such LC Issuer to the extent such amount is not reimbursed by the Borrowers
pursuant to Section 2.21.6 below, plus (ii) interest on the foregoing amount to
be reimbursed by such Lender, for each day from the date of the applicable LC
Issuer's demand for such reimbursement (or, if such demand is made after 11:00
a.m. (Chicago time) on such date, from the next succeeding Business Day) to the
date on which such Lender pays the amount to be reimbursed by it, at a rate of
interest per annum equal to the Federal Funds Effective Rate for the first three
days and, thereafter, at a rate of interest equal to the rate applicable to
Floating Rate Advances.

         2.21.6. Reimbursement by the Borrowers.

         (i) The Borrowers shall be irrevocably and unconditionally obligated to
reimburse the LC Issuers on or before the applicable LC Payment Date for any
amounts to be paid by any LC Issuer upon any drawing under any Facility LC
issued by such LC Issuer (such obligation being a "Reimbursement Obligation"),
without presentment, demand, protest or other formalities of any kind; provided
that neither any Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by such
Borrower or such Lender to the extent, but only to the extent, caused by (a) the
willful misconduct or gross negligence of the applicable LC Issuer in
determining whether a request presented under any Facility LC issued by it
complied with the terms of such Facility LC or (b) the applicable LC Issuer's
failure to pay under any Facility LC issued by it after the presentation to it
of a request strictly complying with the terms and conditions of such Facility
LC.

         (ii) If any Borrower at any time fails to repay a Reimbursement
Obligation on or before the applicable LC Payment Date, such unpaid
Reimbursement Obligation shall at that time be automatically converted into an
obligation denominated in Dollars and such Borrower shall be deemed to have
elected to borrow Revolving Loans from the Lenders, as of the date of the
advance giving rise to the Reimbursement Obligation, equal in amount to the
Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall
be made as of the date of the payment giving rise to such Reimbursement
Obligation, automatically, without notice and


                                       33
<PAGE>

without any requirement to satisfy the conditions precedent otherwise applicable
to an Advance of Revolving Loans. Such Revolving Loans shall constitute a
Floating Rate Advance, the proceeds of which Advance shall be used to repay such
Reimbursement Obligation. If, for any reason, any Borrower fails to repay a
Reimbursement Obligation on the day such Reimbursement Obligation arises and,
for any reason, the Lenders are unable to make or have no obligation to make
Revolving Loans, then such Reimbursement Obligation shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of two
percent (2%) plus the rate applicable to Floating Rate Advances for such day
(or, in the case of a Reimbursement Obligation denominated in an Agreed Currency
other than Dollars, at the rate determined by the applicable Issuing Bank in
good faith to represent such Issuing Bank's cost of overnight or short-term
funds in the applicable Agreed Currency plus the then effective Applicable
Eurodollar Margin). The Borrowers agree to indemnify each Issuing Bank against
any loss or expense determined by such Issuing Bank in good faith to have
resulted from any conversion pursuant to this Section 2.21.6(ii) by reason of
the inability of such Issuing Bank to convert the Dollar Amount received from
the applicable Borrower or from the Lenders, as applicable, into an amount in
the applicable Agreed Currency of such Letter of Credit equal to the amount of
such Reimbursement Obligation.

         (iii) Each LC Issuer will pay to each Lender ratably in accordance with
its Pro Rata Share all amounts received by it from the Borrowers for application
in payment, in whole or in part, of the Reimbursement Obligation in respect of
any Facility LC issued by such LC Issuer, but only to the extent such Lender has
made payment to such LC Issuer in respect of such Facility LC pursuant to
Section 2.21.5.

         2.21.7. Obligations Absolute. The Borrowers' obligations under this
Section 2.21 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which any
Borrower may have or have had against any LC Issuer, any Lender or any
beneficiary of a Facility LC. The Borrowers further agree with the LC Issuers
and the Lenders that the LC Issuers and the Lenders shall not be responsible
for, and no Borrower's Reimbursement Obligation in respect of any Facility LC
shall be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any dispute
between or among any Borrower, any of its Affiliates, the beneficiary of any
Facility LC or any financing institution or other party to whom any Facility LC
may be transferred or any claims or defenses whatsoever of any Borrower or of
any of its Affiliates against the beneficiary of any Facility LC or any such
transferee. No LC Issuer shall be liable for any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Facility LC. The Borrowers agree that any
action taken or omitted by any LC Issuer or any Lender under or in connection
with each Facility LC and the related drafts and documents, if done without
gross negligence or willful misconduct, shall be binding upon the Borrowers and
shall not put any LC Issuer or any Lender under any liability to the Borrowers.
Nothing in this Section 2.21.7 is intended to limit the right of the Borrowers
to make a claim against any LC Issuer for damages as contemplated by the proviso
to the first sentence of Section 2.21.6.

         2.21.8. Actions of LC Issuers. Each LC Issuer shall be entitled to
rely, and shall be fully protected in relying, upon any Facility LC, draft,
writing, resolution, notice, consent, certificate,


                                       34
<PAGE>

affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons, and upon
advice and statements of legal counsel, independent accountants and other
experts selected by such LC Issuer. Each LC Issuer shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first have received such advice or concurrence of the Required Lenders as it
reasonably deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Notwithstanding any other provision of this Section 2.21, each LC Issuer shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon the Lenders and any future holders of a participation in any Facility LC.

         2.21.9. Indemnification. The Borrowers hereby agree to indemnify and
hold harmless each Lender, each LC Issuer and the Administrative Agent, and
their respective directors, officers, agents and employees from and against any
and all claims and damages, losses, liabilities, costs or expenses which such
Lender, such LC Issuer or the Administrative Agent may incur (or which may be
claimed against such Lender, such LC Issuer or the Administrative Agent by any
Person whatsoever) by reason of or in connection with the issuance, execution
and delivery or transfer of or payment or failure to pay under any Facility LC
or any actual or proposed use of any Facility LC, including, without limitation,
any claims, damages, losses, liabilities, costs or expenses which any LC Issuer
may incur by reason of or in connection with (i) the failure of any other Lender
to fulfill or comply with its obligations to such LC Issuer hereunder (but
nothing herein contained shall affect any rights the Borrowers may have against
any defaulting Lender) or (ii) by reason of or on account of such LC Issuer
issuing any Facility LC which specifies that the term "Beneficiary" included
therein includes any successor by operation of law of the named Beneficiary, but
which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document, satisfactory to such
LC Issuer, evidencing the appointment of such successor Beneficiary; provided
that the Borrowers shall not be required to indemnify any Lender, any LC Issuer
or the Administrative Agent for any claims, damages, losses, liabilities, costs
or expenses to the extent, but only to the extent, caused by (x) the willful
misconduct or gross negligence of the applicable LC Issuer in determining
whether a request presented under any Facility LC issued by such LC Issuer
complied with the terms of such Facility LC or (y) any LC Issuer's failure to
pay under any Facility LC issued by such LC Issuer after the presentation to it
of a request strictly complying with the terms and conditions of such Facility
LC. Nothing in this Section 2.21.9 is intended to limit the obligations of the
Borrowers under any other provision of this Agreement.

         2.21.10. Lenders' Indemnification. Each Lender shall, ratably in
accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and
their respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrowers) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees' gross negligence or willful
misconduct or the applicable LC Issuer's failure to pay under any Facility LC
issued by such LC Issuer after the presentation to it of a request strictly
complying with the terms and conditions of such Facility


                                       35
<PAGE>

LC) that such indemnitees may suffer or incur in connection with this Section
2.21 or any action taken or omitted by such indemnitees hereunder.

         2.21.11. Facility LC Collateral Account. Each Borrowers agrees that it
will, as required by Section 8.1 and until the final expiration date of any
Facility LC and thereafter as long as any amount is payable to the LC Issuers or
the Lenders in respect of any Facility LC, maintain a special collateral account
pursuant to arrangements satisfactory to the Administrative Agent (the "Facility
LC Collateral Account") at the Administrative Agent's office at the address
specified pursuant to Article XIV, in the name of such Borrower but under the
sole dominion and control of the Administrative Agent, for the benefit of the
Lenders and in which such Borrower shall have no interest other than as set
forth in Section 8.1. Each Borrower hereby pledges, assigns and grants to the
Administrative Agent, on behalf of and for the ratable benefit of the Lenders
and the LC Issuers, a security interest in all of such Borrower's right, title
and interest in and to all funds which may from time to time be on deposit in
the Facility LC Collateral Account to secure the prompt and complete payment and
performance of the Obligations. The Administrative Agent will invest any funds
on deposit from time to time in the Facility LC Collateral Account in
certificates of deposit of Bank One having a maturity not exceeding 30 days.
Nothing in this Section 2.21.11 shall either obligate the Administrative Agent
to require the Borrowers to deposit any funds in the Facility LC Collateral
Account or limit the right of the Administrative Agent to release any funds held
in the Facility LC Collateral Account in each case other than as required by
Section 8.1.

         2.21.12. Rights as a Lender. In its capacity as a Lender, each LC
Issuer shall have the same rights and obligations as any other Lender.

         2.22. Subsidiary Borrowers. The Company may at any time or from time to
time, with the consent of the Administrative Agent, add as a party to this
Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution
and delivery to the Administrative Agent and the Lenders of (a) a duly completed
Assumption Letter by such Subsidiary, with the written consent of the Borrowers
at the foot thereof, (b) such guaranty and subordinated intercompany
indebtedness documents and, if applicable, security documents as may be
reasonably required by the Administrative Agent and such other opinions,
agreements, documents, certificates or other items as may be required by Section
4.3, such documents with respect to any additional Subsidiaries to be
substantially similar in form and substance to the Loan Documents executed on or
about the date hereof by the Subsidiaries parties hereto as of the Closing Date.
Upon such execution, delivery and consent such Subsidiary shall for all purposes
be a party hereto as a Subsidiary Borrower as fully as if it had executed and
delivered this Agreement. So long as the principal of and interest on any Credit
Extensions made to any Subsidiary Borrower under this Agreement shall have been
repaid or paid in full, all Facility LCs issued for the account of such
Subsidiary Borrower have expired or been returned and terminated and all other
obligations of such Subsidiary Borrower under this Agreement shall have been
fully performed, the Company may, by not less than five (5) Business Days' prior
notice to the Administrative Agent (which shall promptly notify the Lenders
thereof), terminate such Subsidiary Borrower's status as a "Subsidiary
Borrower". The Administrative Agent shall give the Lenders written of the
addition of any Subsidiary Borrowers to this Agreement.



                                       36
<PAGE>

         2.23. Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the "specified currency") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of each
Borrower in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may
be) of any sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, each Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative Agent, as
the case may be, in the specified currency and (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate payment
to such Lender under Section 12.2, such Lender or the Administrative Agent, as
the case may be, agrees to remit such excess to such Borrower.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES

         3.1. Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in any such law, rule, regulation, policy, guideline or directive or in
the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or any LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  any LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or any LC Issuer in respect of its Eurocurrency Loans,
                  Facility LCs or participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or any LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurocurrency Advances), or



                                       37
<PAGE>

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or any LC Issuer of making, funding or maintaining its
                  Eurocurrency Loans or Commitment (including, without
                  limitation, any conversion of any Loan denominated in an
                  Agreed Currency other than euro into a Loan denominated in
                  Euro), or of issuing or participating in Facility LCs, or
                  reduces any amount receivable by any Lender or any applicable
                  Lending Installation or any LC Issuer in connection with its
                  Eurocurrency Loans or Commitment, Facility LCs or
                  participations therein, or requires any Lender or any
                  applicable Lending Installation or any LC Issuer to make any
                  payment calculated by reference to the amount of Eurocurrency
                  Loans or Commitment, Facility LCs or participants therein held
                  or interest of LC Fees received by it, by an amount deemed
                  material by such Lender or such LC Issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or such LC Issuer, as the case may be, of making
or maintaining its Eurocurrency Loans (including, without limitation, any
conversion of any Loan denominated in an Agreed Currency other than euro into a
Loan denominated in euro) or Commitment or of issuing or participating in
Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or such LC Issuer, as the case may be, in connection with
such Eurocurrency Loans or Commitment , Facility LCs or participations therein,
then, within fifteen (15) days of demand by such Lender, the Borrowers shall pay
such Lender such additional amount or amounts as will compensate such Lender or
such LC Issuer, as the case may be, for such increased cost or reduction in
amount received.

         3.2. Changes in Capital Adequacy Regulations. If a Lender or any LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender, such LC Issuer, any Lending Installation of such Lender or such LC
Issuer, or any corporation controlling such Lender or such LC Issuer, is
increased as a result of a Change, then, within fifteen (15) days of demand by
such Lender, or such LC Issuer, the Borrowers shall pay such Lender or such LC
Issuer the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender or such LC
Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment to make Loans and issue or participate in Facility
LCs, as the case may be, hereunder (after taking into account such Lender's or
such LC Issuer's policies as to capital adequacy). "Change" means (i) any change
after the date of this Agreement in the Risk-Based Capital Guidelines or (ii)
any adoption of, change in, or change in the interpretation or administration of
any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date of this Agreement which affects the amount of capital required or
expected to be maintained by any Lender or any LC Issuer or any Lending
Installation or any corporation controlling any Lender or any LC Issuer.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including


                                       38
<PAGE>

transition rules, and any amendments to such regulations adopted prior to the
date of this Agreement.

         3.3. Availability of Types of Advances. If (x) any Lender determines
that maintenance of its Eurocurrency Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (y) the Required Lenders determine that (i) deposits
of a type, currency and maturity appropriate to match fund Eurocurrency Advances
are not available or (ii) the interest rate applicable to Eurocurrency Advances
does not accurately reflect the cost of making or maintaining Eurocurrency
Advances, then the Administrative Agent shall suspend the availability of
Eurocurrency Advances and require any affected Eurocurrency Advances to be
repaid or converted to Floating Rate Advances, subject to the payment of any
funding indemnification amounts required by Section 3.4.

         3.4. Funding Indemnification. If any payment of a Eurocurrency Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurocurrency
Advance is not made on the date specified by any Borrower for any reason other
than default by the Lenders, or a Eurocurrency Advance is not prepaid on the
date specified by the applicable Borrower for any reason, the Borrowers will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Eurocurrency Advance.

         3.5. Taxes.

         (i) All payments by the Borrowers to or for the account of any Lender,
any LC Issuer or the Administrative Agent hereunder or under any Note or
Facility LC Application shall be made free and clear of and without deduction
for any and all Taxes. If any Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Lender, any LC
Issuer or the Administrative Agent, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5) such Lender, such
LC Issuer or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (b)
such Borrower shall make such deductions, (c) such Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(d) such Borrower shall furnish to the Administrative Agent the original copy of
a receipt evidencing payment thereof within thirty (30) days after such payment
is made.

         (ii) In addition, the Borrowers hereby agree to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii) The Borrowers hereby agree to indemnify the Administrative Agent,
the LC Issuers and each Lender for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed on amounts
payable under this Section 3.5) paid


                                       39
<PAGE>

by the Administrative Agent, the LC Issuers or such Lender and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. Payments due under this indemnification shall be made within thirty
(30) days of the date the Administrative Agent, the LC Issuers or such Lender
makes demand therefor pursuant to Section 3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten (10) Business Days after the date on which it becomes a
party to this Agreement, (i) deliver to each of the Company and the
Administrative Agent two (2) duly completed copies of United States Internal
Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such
Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to each
of the Company and the Administrative Agent a United States Internal Revenue
Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Company and the Administrative
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, such additional forms or amendments thereto as may be reasonably
requested by the Company or the Administrative Agent. All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form or amendment with respect to it and such Lender
advises the Company and the Administrative Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal
income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Company with an appropriate form pursuant to clause (iv), above (unless such
failure is due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrowers shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Company (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.



                                       40
<PAGE>

         (vii) If the IRS or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a claim
that the Administrative Agent did not properly withhold tax from amounts paid to
or for the account of any Lender (because the appropriate form was not delivered
or properly completed, because such Lender failed to notify the Administrative
Agent of a change in circumstances which rendered its exemption from withholding
ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax, withholding therefor, or otherwise, including
penalties and interest, and including taxes imposed by any jurisdiction on
amounts payable to the Administrative Agent under this subsection, together with
all costs and expenses related thereto (including attorneys' fees and time
charges of attorneys for the Administrative Agent, which attorneys may be
employees of the Administrative Agent). The obligations of the Lenders under
this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Loans to reduce any liability of the Borrowers to
such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Company (with a copy to the
Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5; provided, that no Borrower shall be obligated to pay any amount or
amounts under Section 3.1, 3.2, 3.4 or 3.5 in respect of which an officer of the
Administrative Agent or the affected Lender responsible for the administration
of this Agreement shall have had actual knowledge for more than 180 days prior
to the date of such statement. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrowers in the absence of
manifest error. Determination of amounts payable under such Sections in
connection with a Eurocurrency Loan shall be calculated as though each Lender
funded its Eurocurrency Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in
determining the Eurocurrency Rate applicable to such Loan, whether in fact that
is the case or not. Unless otherwise provided herein, the amount specified in
the written statement of any Lender shall be payable on demand after receipt by
the Company of such written statement. The obligations of the Borrowers under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1. Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder unless (a) the representations and
warranties contained in Article V are true and correct as of such date and (b)
the Company has furnished to the Administrative Agent with sufficient copies for
the Lenders:

         (i)      Copies of the articles or certificates of incorporation (or
                  similar Constitutive Documents) of the Company and each
                  Guarantor (each a "Loan Party"), together


                                       41
<PAGE>

                  with all amendments thereto, and a certificate of good
                  standing, each certified by the appropriate governmental
                  officer in its jurisdiction of incorporation.

         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  each Loan Party of its by-laws (or similar Constitutive
                  Documents) and of its Board of Directors' resolutions and of
                  resolutions or actions of any other body authorizing the
                  execution of the Loan Documents to which it is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of each Loan Party, which shall identify
                  by name and title and bear the signatures of the Authorized
                  Officers and any other officers of such Loan Party authorized
                  to sign the Loan Documents to which it is a party and, in the
                  case of the Borrowers, to request Loans hereunder, upon which
                  certificate the Administrative Agent and the Lenders shall be
                  entitled to rely until informed of any change in writing by
                  the applicable Loan Party.

         (iv)     An opening compliance certificate in substantially the form of
                  Exhibit B, signed by the chief financial officer or treasurer
                  of the Company, showing the calculations necessary to
                  determine compliance with this Agreement on the initial Credit
                  Extension Date and stating that on the initial Credit
                  Extension Date no Default or Unmatured Default has occurred
                  and is continuing.

         (v)      A written opinion of each Borrower's and each Guarantor's
                  counsel, in form and substance satisfactory to the
                  Administrative Agent and addressed to the Lenders in
                  substantially the form of Exhibit A.

         (vi)     Any Notes requested by a Lender pursuant to Section 2.14
                  payable to the order of each such requesting Lender.

         (vii)    If the initial Credit Extension shall be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (viii)   Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Administrative Agent and signed
                  by an Authorized Officer, together with such other related
                  money transfer authorizations as the Administrative Agent may
                  have reasonably requested.

         (ix)     Evidence satisfactory to the Administrative Agent that the
                  Existing Credit Agreement shall have been or shall
                  simultaneously on the Closing Date be terminated (except for
                  those provisions that expressly survive the termination
                  thereof) and all loans outstanding and other amounts owed to
                  the lenders or agents thereunder shall have been or shall
                  simultaneously with the initial Advance hereunder be paid in
                  full.

         (x)      Such other documents as any Lender or its counsel may have
                  reasonably requested including, without limitation, each
                  document identified on the List of Closing Documents attached
                  hereto as Exhibit F.



                                       42
<PAGE>

         4.2. Each Credit Extension. The Lenders shall not (except as otherwise
set forth in Section 2.2.4 with respect to Revolving Loans for the purpose of
repaying Swing Line Loans) be required to make any Credit Extension unless on
the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date except to
                  the extent any such representation or warranty is stated to
                  relate solely to an earlier date, in which case such
                  representation or warranty shall have been true and correct on
                  and as of such earlier date.

         (iii)    The Available Aggregate Commitment shall not be less than the
                  aggregate face amount (plus accrued interest, if any) of the
                  outstanding short-term unsecured debt obligations (interest
                  bearing or discounted) of the Company or its Subsidiaries
                  having maturities of 270 days or less excluding in any case,
                  Credit Extensions under this Agreement and borrowings by
                  Subsidiaries in currencies other than Dollars.

         (iv)     All legal matters incident to the making of such Credit
                  Extension shall be satisfactory to the Lenders and their
                  counsel.

         Each Borrowing Notice or request for issuance of a Facility LC, or
Swing Line Borrowing Notice, as the case may be, with respect to each such
Credit Extension shall constitute a representation and warranty by the Borrowers
that the conditions contained in Section 4.2(i), (ii) and (iii) have been
satisfied.

         4.3. Initial Advance to Each New Subsidiary Borrower. The Lenders shall
not be required to make a Credit Extension hereunder to a new Subsidiary
Borrower added after the Closing Date unless the Company has furnished or caused
to be furnished to the Administrative Agent with sufficient copies for the
Lenders:

         (i)      The Assumption Letter executed and delivered by such
                  Subsidiary Borrower and containing the written consent of the
                  Borrowers, as contemplated by Section 2.22;

         (ii)     Copies, certified by the Secretary, Assistant Secretary,
                  Director or Authorized Officer of the Subsidiary Borrower, of
                  its Board of Directors' resolutions (and/or resolutions of
                  other bodies, if any are deemed necessary by the
                  Administrative Agent) approving the Assumption Letter;

         (iii)    An incumbency certificate, executed by the Secretary,
                  Assistant Secretary, Director or Authorized Officer of the
                  Subsidiary Borrower, which shall identify by name and title
                  and bear the signature of the officers of such Subsidiary
                  Borrower authorized to sign the Assumption Letter and the
                  other documents to be executed and delivered by such
                  Subsidiary Borrower hereunder, upon which certificate the
                  Administrative Agent and the Lenders shall be entitled to rely
                  until informed of any change in writing by the Company;



                                       43
<PAGE>

         (iv)     An opinion of counsel to such Subsidiary Borrower,
                  substantially in the form of Exhibit E hereto;

         (v)      Guaranty documentation from such Subsidiary Borrower that is a
                  Domestic Subsidiary in form and substance acceptable to the
                  Administrative Agent as required pursuant to Section 6.10;

         (vi)     With respect to the initial Credit Extension made to any
                  Subsidiary Borrower that is a Foreign Subsidiary, the
                  Administrative Agent shall have received originals and/or
                  copies, as applicable, of all filings required to be made and
                  such other evidence as the Administrative Agent may require
                  establishing to the Administrative Agent's satisfaction that
                  each Lender, Swing Line Lender and each LC Issuer is entitled
                  to receive payments under the Loan Documents without deduction
                  or withholding of any taxes or with such deductions and
                  withholding of taxes as may be acceptable to the
                  Administrative Agent, including, without limitation, English
                  taxes; and

         (vii)    With respect to each such Subsidiary Borrower that is a
                  Foreign Subsidiary, evidence reasonably satisfactory to the
                  Administrative Agent that such Subsidiary Borrower has
                  appointed an agent for service of process in the State of
                  Illinois.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants as follows to each Lender and the
Administrative Agent as of the Closing Date, on the date of the initial Loans
hereunder (if different from the Closing Date) and thereafter on each date as
required by Section 4.2:

         5.1. Existence and Standing. The Company and each of its Subsidiaries
is a corporation, partnership or limited liability company duly and properly
incorporated or organized, as the case may be, validly existing and (to the
extent such concept applies to such entity) in good standing under the laws of
its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except to the extent that the failure to have such authority could
not reasonably be expected to have a Material Adverse Effect.

         5.2. Authorization and Validity. The Company and each of its
Subsidiaries (to the extent applicable) has the power and authority and legal
right to execute and deliver the Loan Documents to which it is a party and to
perform its obligations thereunder. The execution and delivery by the Company
and any such Subsidiary of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which such entity is a party
constitute legal, valid and binding obligations of such entity enforceable
against such entity in accordance with their terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally.



                                       44
<PAGE>

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by the Company or any of its Subsidiaries of the Loan Documents, nor
the consummation of the transactions therein contemplated, nor compliance with
the provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Company or any of its
Subsidiaries or (ii) the Company's or any Subsidiary's articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating agreement or other management
agreement, as the case may be, or (iii) the provisions of any indenture,
instrument or agreement to which the Company or any of its Subsidiaries is a
party or is subject, or by which it, or its Property, is bound, or conflict
with, or constitute a default under, or result in, or require, the creation or
imposition of any Lien in, of or on the Property of the Company or a Subsidiary
pursuant to the terms of, any such indenture, instrument or agreement. No order,
consent, adjudication, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Company or any of its Subsidiaries,
is required to be obtained by the Company or any of its Subsidiaries in
connection with the execution and delivery of the Loan Documents, the borrowings
under this Agreement, the payment and performance by any Borrower of the
Obligations or the legality, validity, binding effect or enforceability of any
of the Loan Documents.

         5.4. Financial Statements. The September 30, 2000 consolidated
financial statements of the Company and its Subsidiaries heretofore delivered to
the Arranger and the Lenders, copies of which are attached hereto as Schedule
5.4, were prepared in accordance with generally accepted accounting principles
in effect on the date such statements were prepared and fairly present, the
consolidated financial condition and operations of the Company and its
Subsidiaries at such date and the consolidated results of their operations and
cash flows for the fiscal year then ended.

         5.5. Material Adverse Change. Since September 30, 2000 there has been
no change in the business, Property, condition (financial or otherwise)
operations, performance or prospects of any Borrower, or the Company and its
Subsidiaries taken as a whole, which could reasonably be expected to have a
Material Adverse Effect.

         5.6. Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles.
The United States income tax returns of the Company and its Subsidiaries have
been audited by the IRS through the fiscal year ended September 30, 1994. No tax
liens have been filed and no claims are being asserted with respect to any such
taxes. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

         5.7. Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Company or any of its Subsidiaries which could


                                       45
<PAGE>

reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Loans. Other than any liability
incident to any litigation, arbitration or proceeding which could not reasonably
be expected to have a Material Adverse Effect, neither the Company nor any of
its Subsidiaries have any contingent obligations not provided for or disclosed
in the financial statements referred to in Section 5.4.

         5.8. Subsidiaries. Schedule 5.8 (as supplemented from time to time by
the Company promptly after the formation or acquisition of any new Subsidiary as
permitted under this Agreement) contains an accurate list of all Subsidiaries of
the Company as of the date of this Agreement, setting forth their respective
jurisdictions of organization and the percentage of their respective capital
stock or other ownership interests owned by the Company or other Subsidiaries.
All of the issued and outstanding shares of capital stock or other ownership
interests of such Subsidiaries have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable.

         5.9. Accuracy of Information. No information, schedule, exhibit or
report furnished by the Company or any of its Subsidiaries to the Arranger, the
Administrative Agent or Lender (including, without limitation, the Company's
Confidential Information Memorandum dated July 2001) in connection with the
negotiation of, or compliance with, the Loan Documents contained any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statements contained therein not misleading.

         5.10. Regulation U. Neither the Company nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate of
buying or carrying margin stock (within the meaning of Regulations U or X); and
after applying the proceeds of each Advance, margin stock (as defined in
Regulation U) constitutes less than twenty-five (25%) of the value of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale or pledge, or any other restriction hereunder.

         5.11. Material Agreements. Neither the Company nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

         5.12. Compliance With Laws. The Company and its Subsidiaries have
complied in all material respects with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign government or
any instrumentality or agency thereof having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Property.

         5.13. Ownership of Properties. On the date of this Agreement, the
Company and its Subsidiaries will have good title, free of all Liens other than
those permitted by Section 6.16, to all of the Property and assets reflected in
the Company's most recent consolidated financial statements provided to the
Arranger and the Lenders as owned by the Company and its


                                       46
<PAGE>

Subsidiaries, other than Property an assets sold or otherwise disposed of in the
ordinary course of business.

         5.14. ERISA; Foreign Pension Matters. The Company and all ERISA
Affiliates, and Plan fiduciaries indemnified by them who are employees of the
Company or an ERISA Affiliate have complied with the responsibilities,
obligations, and duties imposed upon them by ERISA and the IRC and the rules and
regulations promulgated thereunder with respect to any Plan, where the failure
so to comply might be reasonably expected materially to adversely affect the
ability of the Company and its ERISA Affiliates, taken as a whole, to carry on
business substantially as now being or heretofore conducted, or to materially
adversely affect the financial condition of the Company and its ERISA Affiliates
taken as whole. Except as disclosed in Schedule 5.14 neither the Company nor any
ERISA Affiliate maintains or contributes to any employee welfare benefit plan
within the meaning of Section 3(l) of ERISA which provides benefits to employees
after termination of employment other than as required by Section 601 of ERISA.
No Benefit Plan has incurred any accumulated funding deficiency (as defined in
Sections 302 (a)(2) of ERISA or 412(a) of the IRC) whether or not waived.
Neither the Company nor any ERISA Affiliate has taken or failed to take any
action which would constitute or result in a Termination Event which might be
reasonably expected materially to adversely affect the ability of the Company
and its ERISA Affiliates, taken as a whole, to carry on business substantially
as now being or heretofore conducted, or to materially adversely affect the
financial condition of the Company and its ERISA Affiliates taken as a whole.
Neither the Company nor any ERISA Affiliate has incurred with respect to any
Benefit Plan liability to the PBGC or any Multiemployer Plan under Title IV of
ERISA which remains outstanding other than the payment of premiums to the PBGC,
and there are no premium payments which have become due which are unpaid.
Neither the Company nor any ERISA Affiliate has failed to make a required
contribution or payment to a Multiemployer Plan. Neither the Company nor any
ERISA Affiliate has failed to make a required installment or any other required
payment under Section 412 of the IRC on or before the due date for such
installment or other payment. Neither the Company nor any ERISA Affiliate is
required to provide security to a Benefit Plan under Section 401(a) (29) of the
IRC due to a Plan amendment that results in an increase in current liability for
the plan year. The present value of the aggregate unfunded liabilities to
provide the accrued benefits under all Foreign Pension Plans do not in the
aggregate exceed an amount equal to five percent (5%) of the fair market value
of the assets held in trust or other funding vehicles for accrued benefits under
all Foreign Pension Plans. Each Foreign Pension Plan complies in all material
respects with all applicable requirements of law and regulations.

         5.15. Plan Assets; Prohibited Transactions. No Borrower is an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Loans
hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code.

         5.16. Environmental Matters.

         (a) In the ordinary course of its business, the officers of the Company
consider the effect of Environmental Laws on the business of the Company and its
Subsidiaries, in the course


                                       47
<PAGE>

of which they identify and evaluate potential risks and liabilities accruing to
the Company and its Subsidiaries due to Environmental Laws. On the basis of this
consideration, the Company has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect. Except as set forth on
Schedule 5.16, neither the Company nor any Subsidiary has received any notice to
the effect that its operations are not in compliance with any of the
requirements of applicable Environmental Laws or are the subject of any federal
or state investigation evaluating whether any remedial action is needed to
respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

         (b) The Company and each of its Subsidiaries have obtained all
necessary governmental permits, licenses and approvals which are material to the
operations conducted on their respective properties, including without
limitation, all required permits, licenses and approvals for (i) the emission of
air pollutants or contaminates, (ii) the treatment or pretreatment and discharge
of waste water or storm water, (iii) the treatment, storage, disposal or
generation of hazardous wastes, (iv) the withdrawal and usage of ground water or
surface water, and (v) the disposal of solid wastes, except where a failure to
obtain such permits, licenses and approvals would not result in a Material
Adverse Effect.

         5.17. Investment Company Act. Neither the Company 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.

         5.18. Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19. Insurance. The Property of the Company and its Subsidiaries is
insured with financially sound and reputable insurance companies not Affiliates
of the Company, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar business and owning
similar properties.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. Reporting. The Company will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

         (i)      Within ninety (90) days after the close of each of its fiscal
                  years, an unqualified audit report certified by independent
                  certified public accountants acceptable to the Lenders,
                  prepared in accordance with Agreement Accounting Principles on
                  a consolidated basis for itself and its Subsidiaries,
                  including a balance sheet as of


                                       48
<PAGE>

                  the end of such period, related statements of income,
                  shareholders' equity and cash flows, all certified as accurate
                  by its chief financial officer, chief accounting officer or
                  treasurer.

         (ii)     Within forty-five (45) days after the close of the first three
                  (3) quarterly periods of each of its fiscal years, for itself
                  and its Subsidiaries, a consolidated unaudited balance sheet
                  as at the close of each such period and consolidated
                  statements of income, shareholders' equity and cash flows for
                  the period from the beginning of such fiscal year to the end
                  of such quarter, all certified as accurate by its chief
                  financial officer, chief accounting officer or treasurer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer, chief
                  accounting officer or treasurer showing the calculations
                  necessary to determine compliance with this Agreement and
                  stating that no Default or Unmatured Default exists, or if any
                  Default or Unmatured Default exists, stating the nature and
                  status thereof.

         (iv)     Within forty-five (45) days (or ninety (90) days with respect
                  to the fourth quarter) after the end of each fiscal quarter of
                  each fiscal year of the Company, a consolidating "key income
                  statement figures report" of the Company and its Subsidiaries
                  for the portion of such fiscal year elapsed through the end of
                  such fiscal quarter, prepared on a basis consistent with the
                  most recent such report of the Company delivered to the
                  Administrative Agent prior to the Closing Date, and certified
                  as accurate by an Authorized Officer.

         (v)      Within ten (10) Business Days after the Company or any ERISA
                  Affiliate knows or has reason to know that a Termination Event
                  has occurred which might be reasonably expected materially to
                  adversely affect the ability of the Company and its
                  Subsidiaries, taken as a whole, to carry on business
                  substantially as now being or heretofore conducted, or to
                  materially adversely affect the financial condition of the
                  Company and its Subsidiaries taken as a whole, a written
                  statement of an Authorized Officer describing such Termination
                  Event and the action, if any, which the Company or any ERISA
                  Affiliate has taken, is taking or proposes to take with
                  respect thereto, and when known, any action taken or
                  threatened by the IRS, DOL, PBGC or a Multiemployer Plan with
                  respect thereto.

         (vi)     Within ten (10) Business Days after the Company or any ERISA
                  Affiliate knows or has reason to know that a prohibited
                  transaction (defined in Sections 406 of ERISA and 4975 of the
                  IRC) has occurred, a statement of an Authorized Officer
                  describing such transaction and the action which the Company
                  or any ERISA Affiliate has taken, is taking or proposes to
                  take with respect thereto.

         (vii)    Within ten (10) Business Days after the filing thereof with
                  the IRS, a copy of each funding waiver request filed with
                  respect to any Benefit Plan and all communications received by
                  the Company or any ERISA Affiliate with respect to such
                  request.



                                       49
<PAGE>

         (viii)   Within ten (10) Business Days after receipt by the Company or
                  any ERISA Affiliate of the PBGC's intention to terminate a
                  Benefit Plan or to have a trustee appointed to administer a
                  Benefit Plan, which termination or appointment might be
                  reasonably expected materially to adversely affect the ability
                  of the Company and its Subsidiaries, taken as a whole, to
                  carry on business substantially as now being or heretofore
                  conducted, or to materially adversely affect the financial
                  condition of the Company and its Subsidiaries taken as a
                  whole, copies of each such notice.

         (ix)     Within ten (10) Business Days after receipt by the Company or
                  any ERISA Affiliate of any unfavorable determination letter
                  from the IRS regarding the qualification of a Plan under
                  Section 401(a) of the IRC which might be reasonably expected
                  materially to adversely affect the ability of the Company and
                  its Subsidiaries, taken as a whole, to carry on business
                  substantially as now being or heretofore conducted, or to
                  materially adversely affect the financial condition of the
                  Company and its Subsidiaries taken as a whole, copies of each
                  such letter.

         (x)      Within ten (10) Business Days after receipt by the Company or
                  any ERISA Affiliate of a notice from a Multiemployer Plan
                  regarding the imposition of withdrawal liability which
                  liability might be reasonably expected materially to adversely
                  affect the ability of the Company and its Subsidiaries, taken
                  as a whole, to carry on business substantially as now being or
                  heretofore conducted, or to materially adversely affect the
                  financial condition of the Company and its Subsidiaries taken
                  as a whole, copies of each such notice.

         (xi)     Within ten (10) Business Days after the Company or any ERISA
                  Affiliate fails to make a required installment or any other
                  required payment under Section 412 of the IRC on or before the
                  due date for such installment or payment which failure might
                  be reasonably expected materially to adversely affect the
                  ability of the Company and its Subsidiaries, taken as a whole,
                  to carry on business substantially as now being or heretofore
                  conducted, or to materially adversely affect the financial
                  condition of the Company and its Subsidiaries taken as a
                  whole, a notification of such failure.

         (xii)    Within ten (10) Business Days after the Company or any ERISA
                  Affiliate knows or has reason to know (a) a Multiemployer Plan
                  has been terminated, (b) the administrator or plan sponsor of
                  a Multiemployer Plan intends to terminate a Multiemployer
                  Plan, or (c) the PBGC has instituted or will institute
                  proceedings under Section 4042 of ERISA to terminate a
                  Multiemployer Plan, which termination or proceedings might be
                  reasonably expected materially to adversely affect the ability
                  of the Company and its Subsidiaries, taken as a whole, to
                  carry on business substantially as now being or heretofore
                  conducted, or to materially adversely affect the financial
                  condition of the Company and its Subsidiaries taken as a
                  whole.

         (xiii)   As soon as possible and in any event within ten (10) days
                  after the Company knows that any material unfunded liability
                  has arisen with respect to any Foreign


                                       50
<PAGE>

                  Pension Plan, a statement, signed by the chief financial
                  officer or treasurer of the Company, describing said material
                  unfunded liability and the action which the Company proposes
                  to take with respect thereto.

         (xiv)    As soon as possible and in any event within ten (10) days
                  after receipt by the Company, a copy of (a) any notice or
                  claim to the effect that the Company or any of its
                  Subsidiaries is or may be liable to any Person as a result of
                  the release by the Company, any of its Subsidiaries, or any
                  other Person of any toxic or hazardous waste or substance into
                  the environment, and (b) any notice alleging any violation of
                  any federal, state or local environmental, health or safety
                  law or regulation by the Company or any of its Subsidiaries,
                  which, in either case, could reasonably be expected to have a
                  Material Adverse Effect.

         (xv)     Promptly upon the furnishing thereof to the shareholders of
                  the Company, copies of all financial statements, reports and
                  proxy statements so furnished.

         (xvi)    Promptly upon the filing thereof, copies of all registration
                  statements or other regular reports not otherwise provided
                  pursuant to this Section 6.1 which the Company or any of its
                  Subsidiaries files with the Securities and Exchange
                  Commission.

         (xvii)   Such other information (including non-financial information)
                  as the Administrative Agent or Lender may from time to time
                  reasonably request.

         For purposes of this Section 6.1, the Company and any ERISA Affiliate
         shall be deemed to know all facts known by the administrator of any
         Plan of which the Company or any ERISA Affiliate is the plan sponsor.

         6.2. Use of Proceeds. The Company will, and will cause each Subsidiary
to, use the proceeds of the Credit Extensions for general corporate purposes,
including for working capital, refinancing the Indebtedness under the Existing
Credit Agreement and Permitted Acquisitions. The Borrowers shall use the
proceeds of Credit Extensions in compliance with all applicable legal and
regulatory requirements and any such use shall not result in a violation of any
such requirements, including, without limitation, Regulations T, U and X, the
Securities Act of 1933 and the Securities Exchange Act of 1934 and the
regulations promulgated thereunder.

         6.3. Notice of Default. The Company will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4. Conduct of Business. The Company will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and only in substantially the same fields of enterprise as conducted by
the Company or its Subsidiaries as of the Closing Date, and, except as otherwise
permitted by Section 6.13, do all things necessary to remain duly incorporated
or organized, validly existing and (to the extent such concept applies to such
entity) in good standing as a corporation, partnership or limited liability
company in its jurisdiction of


                                       51
<PAGE>

incorporation or organization, as the case may be, and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

         6.5. Taxes. The Company will, and will cause each Subsidiary to, file
on a timely basis complete and correct United States federal and applicable
foreign, state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles.

         6.6. Insurance. The Company will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Company will furnish to any Lender upon request
full information as to the insurance carried.

         6.7. Compliance with Laws; Maintenance of Plans. The Company will, and
will cause each Subsidiary to, (i) comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be
subject including, without limitation, all Environmental Laws, and (ii)
establish, maintain and operate all Plans to comply in all material respects
with the provisions of ERISA and the IRC, and the regulations and
interpretations thereunder, where the failure to so comply might reasonably be
expected materially to impair the ability of the Company and the Subsidiaries,
taken as a whole, to carry on business substantially as now being conducted or
to affect materially and adversely the financial condition of the Company and
the Subsidiaries, taken as a whole.

         6.8. Maintenance of Properties. The Company will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

         6.9. Inspection; Keeping of Books and Records. The Company will, and
will cause each Subsidiary to, permit the Administrative Agent and the Lenders,
by their respective representatives and agents, to inspect any of the Property,
books and financial records of the Company and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Company
and each Subsidiary, and to discuss the affairs, finances and accounts of the
Company and each Subsidiary with, and to be advised as to the same by, their
respective officers at such reasonable times and intervals as the Administrative
Agent or Lender may designate. The Company shall keep and maintain, and cause
each of its Subsidiaries to keep and maintain, in all material respects, proper
books of record and account in which entries in conformity with Agreement
Accounting Principles shall be made of all dealings and transactions in relation
to their respective businesses and activities. If a Default has occurred and is
continuing, the Company, upon the Administrative Agent's request, shall turn
over copies of any such records to the Administrative Agent or its
representatives.

         6.10. Addition of Guarantors. As promptly as possible but in any event
within thirty (30) days after any Domestic Subsidiary becomes a Subsidiary of
the Company, the Company


                                       52
<PAGE>

shall cause each such Domestic Subsidiary to deliver to the Administrative Agent
a duly executed supplement to the Guaranty pursuant to which such Subsidiary
agrees to be bound by the terms and provisions of the Guaranty.

         6.11. Dividends and Distributions. The Company will not, nor will it
permit any of its Subsidiaries to, declare or pay any dividends on its capital
stock (other than dividends payable in its own capital stock), make any
distributions to any of its equity owners, redeem, repurchase or otherwise
acquire or retire any of its capital stock or other equity interests at any time
outstanding or pay any royalties to any Affiliate (collectively,
"Distributions") other than:

         (i)      Purchases, redemptions or retirements of the Borrower's
                  Capital Stock or any warrants, rights or options to purchase
                  or acquire any Capital Stock (i) in exchange for or out of the
                  net cash proceeds to the Company obtained within three (3)
                  months of such purchase, redemption or retirement from the
                  issue or sale of other shares of Capital Stock of the Company
                  or warrants, rights or options to purchase or acquire any
                  shares of its Capital Stock, or (ii) that was sold,
                  transferred or issued (a) as directors' qualifying shares of
                  Capital Stock, (b) as any de minimus number of shares of
                  Capital Stock to foreign domiciliaries as may be required by
                  law, or (c) in connection with any Permitted Acquisition.

         (ii)     Repurchases of up to 50,000 shares of Capital Stock of the
                  Company per year for use in connection with employee stock
                  option and other employee benefit plans.

         (iii)    Distributions by any Subsidiary of the Company to the Company
                  or to a Wholly-Owned Subsidiary of the Company.

         (iv)     Other Distributions, provided the aggregate amount of
                  Distributions (excluding Distributions pursuant to Section
                  6.11(ii) and (iii)) made during the period from and after June
                  30, 2001 to and including the date of the making of the
                  Distribution in question would not exceed the sum of (1)
                  $10,000,000 plus (2) fifty percent (50%) of Consolidated Net
                  Income for such period, computed on a cumulative basis for
                  said entire period (or if such Consolidated Net Income is a
                  deficit figure, then minus 100% of such deficit).

Distributions described in clauses (i), (ii) and (iv) above shall not be
permitted to be made or declared at a time when a Default or Unmatured Default
is continuing or would result therefrom.

         6.12. Indebtedness. The Company will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

         (i)      The Loans and any other Obligations hereunder.

         (ii)     Indebtedness existing on the date hereof and described on
                  Schedule 6.12, and Permitted Refinancing Indebtedness in
                  respect thereof.

         (iii)    Indebtedness owed (a) to the Company by any Guarantor, (b) to
                  any Guarantor by the Company or any other Guarantor, (c) to
                  any Subsidiary of the Company that is not a Guarantor by any
                  other Subsidiary of the Company that is not a Guarantor,


                                       53
<PAGE>

                  and (d) to the Company or any Guarantor by any Subsidiary of
                  the Company that is not a Guarantor existing as of the date
                  hereof and described on Schedule 6.12.

         (iv)     Indebtedness constituting (a) accounts payable of the Company
                  and its Subsidiaries arising in the ordinary course of
                  business payable on terms customary in the trade and
                  consistent with past practice, (b) payroll accruals, (c) tax,
                  assessments and other governmental charges which are not yet
                  due or which are being contested in good faith by appropriate
                  proceedings and with respect to which adequate reserves have
                  been set aside in accordance with Agreement Accounting
                  Principles, and (d) other similar unsecured Indebtedness
                  incurred in the ordinary course of business and consistent
                  with past practice, but not incurred through the borrowing of
                  money or the obtaining of credit.

         (v)      Indebtedness in connection with overdraft facilities in an
                  aggregate outstanding principal amount not to exceed
                  $10,000,000.

         (vi)     Indebtedness evidenced by letters of credit (other than
                  Facility LCs) in an aggregate face amount not to exceed
                  $10,000,000 at any time.

         (vii)    So long as the Company shall have prepaid the outstanding
                  Obligations in accordance with Section 2.8.2, additional
                  unsecured Indebtedness in an aggregate amount not to exceed
                  $50,000,000.

         6.13. Merger. The Company will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that, if after
giving effect to any such merger or consolidation no Default or Unmatured
Default would exist, a Subsidiary may merge or consolidate (i) into the Company
or a Wholly-Owned Subsidiary such that the Company or such Wholly-Owned
Subsidiary is the surviving entity, provided that in any merger or consolidation
involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic
Subsidiary shall be the surviving entity, or (ii) in connection with a Permitted
Acquisition.

         6.14. Sale of Assets. The Company will not, nor will it permit any
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any
other Person, except:

         (i)      Sales of inventory and obsolete or excess assets in the
                  ordinary course of business.

         (ii)     Sales, leases and transfers of Property (a) from the Company
                  to any Guarantor, and (b) from any Subsidiary of the Company
                  to the Company or any Guarantor.

         (iii)    Sales, transfers or issuances of Capital Stock, warrants,
                  rights or options to purchase or otherwise acquire Capital
                  Stock, or other securities exchangeable for or convertible
                  into Capital Stock, of any Subsidiary (a) constituting
                  directors' qualifying shares of Capital Stock, (b)
                  constituting any de minimus number of shares of Capital Stock
                  to foreign domiciliaries as may be required by law, (c) in
                  connection with any Permitted Acquisition or (d) to employees
                  of any Subsidiary as part of any incentive stock arrangement
                  (other than in connection with a Permitted Acquisition) so
                  long as, after giving effect to such issuance under this

                                       54
<PAGE>

                  clause (d), (1) no Subsidiary shall cease to be a Subsidiary
                  and (2) the aggregate fair value (as determined in good faith
                  at the time of such issuance by the Board of Directors of the
                  Company or such person or committee as the Board of Directors
                  of the Company may authorize to make such determination
                  pursuant to the terms of any such incentive stock arrangement)
                  of all such Capital Stock under this clause (d) shall not
                  exceed $2,000,000.

         (iv)     Sales, assignments, transfers, leases, conveyances or other
                  dispositions of its Property and other assets if such
                  transaction (a) is for consideration consisting at least
                  eighty-five percent (85%) of cash, (b) is for not less than
                  fair market value (as determined in good faith by the
                  Company's board of directors), (c) after giving effect to such
                  sale, lease, transfer or disposal, no Default or Unmatured
                  Default shall exist, and (d) together with all other Property
                  of the Company and its Subsidiaries previously leased, sold or
                  disposed of (other than inventory and obsolete or excess
                  assets in the ordinary course of business) calculated at book
                  value (1) during the immediately preceding twelve-month
                  period, represents the disposition of (A) not greater than
                  twenty percent (20%) of the Company's Consolidated Total
                  Assets at the end of the fiscal year immediately preceding
                  that in which such transaction is proposed to be entered into
                  and (B) assets that contributed not greater than twenty
                  percent (20%) of the Company's Consolidated Net Income for
                  such preceding fiscal year, and (2) during the period from the
                  Closing Date to the date of such proposed transaction,
                  represents the disposition of (A) not greater than thirty-five
                  percent (35%) of the Company's Consolidated Total Assets at
                  the end of the fiscal year immediately preceding that in which
                  such transaction is proposed to be entered into and (B) assets
                  that contributed not greater than thirty-five percent (35%) of
                  the Company's Consolidated Net Income for such preceding
                  fiscal year.

         6.15. Investments and Acquisitions. The Company will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition, except:

         (i)      Cash Equivalent Investments.

         (ii)     Existing Investments in Subsidiaries and other Investments in
                  existence on the date hereof and described in Schedule 6.15.

         (iii)    Investments (a) by any Subsidiary in the Company or any
                  Guarantor and (b) constituting Indebtedness permitted under
                  Section 6.12(iii).

         (iv)     Investments resulting from Financial Contracts entered into in
                  the ordinary course of business and which do not violate the
                  terms of Section 6.18.



                                       55
<PAGE>

         (v)      Acquisitions meeting the following requirements or otherwise
                  approved by the Required Lenders (each such Acquisition
                  constituting a "Permitted Acquisition"):

                  (a) as of the date of the consummation of such Acquisition, no
                  Default or Unmatured Default shall have occurred and be
                  continuing or would result from such Acquisition, and the
                  representation and warranty contained in Section 5.10 shall be
                  true both before and after giving effect to such Acquisition;

                  (b) such Acquisition is consummated on a non-hostile basis
                  pursuant to a negotiated acquisition agreement approved by the
                  board of directors or other applicable governing body of the
                  seller or entity to be acquired, and no material challenge to
                  such Acquisition (excluding the exercise of appraisal rights)
                  shall be pending or threatened by any shareholder or director
                  of the seller or entity to be acquired;

                  (c) the business to be acquired in such Acquisition is similar
                  or related to one or more of the lines of business in which
                  the Company and its Subsidiaries are engaged on the Closing
                  Date;

                  (d) as of the date of the consummation of such Acquisition,
                  (x) all material approvals required in connection therewith
                  shall have been obtained and (y) the Company shall be in
                  compliance with Section 6.10;

                  (e) the Purchase Price for the Acquisition shall (1) at any
                  time the Leverage Ratio shall be greater than or equal to 3.00
                  to 1.00, not exceed an amount equal to (A) $10,000,000 per
                  transaction or (B) together with all other Permitted
                  Acquisitions permitted under this Section 6.15(v), $15,000,000
                  per year, (2) at any time the Leverage Ratio shall be greater
                  than or equal to 2.50 to 1.00 but less than 3.00 to 1.00, not
                  exceed an amount equal to (A) $15,000,000 per transaction or
                  (B) together with all other Permitted Acquisitions permitted
                  under this Section 6.15(v), $30,000,000 per year, in each
                  case, including the incurrence or assumption of any
                  Indebtedness in connection therewith, and, for purposes of
                  this clause (e), Leverage Ratio shall be determined as of the
                  last day of the most recent fiscal quarter for which a
                  compliance certificate shall have been delivered in accordance
                  with Section 6.1, and (3) at any other time, not be subject to
                  any limitation under this clause (e); and

                  (f) with respect to each Permitted Acquisition with respect to
                  which the Purchase Price shall be greater than $2,000,000, not
                  less than ten (10) days prior to the consummation of such
                  Permitted Acquisition, the Company shall have delivered to the
                  Administrative Agent, in form and substance reasonably
                  satisfactory to the Administrative Agent, a pro forma
                  consolidated balance sheet, income statement and cash flow
                  statement of the Company and its Subsidiaries (the
                  "Acquisition Pro Forma"), based on the Company's most recent
                  financial statements delivered pursuant to Section 6.1(i) and
                  using historical financial statements for the acquired entity
                  provided by the seller(s) or which shall be


                                       56
<PAGE>

                  complete and shall fairly present, in all material respects,
                  the financial condition and results of operations and cash
                  flows of the Company and its Subsidiaries in accordance with
                  Agreement Accounting Principles, but taking into account such
                  Permitted Acquisition and the funding of all Credit Extensions
                  in connection therewith, and such Acquisition Pro Forma shall
                  reflect that, on a pro forma basis, the Company would have
                  been in compliance with the financial covenants set forth in
                  Section 6.21 for the four fiscal quarter period reflected in
                  the compliance certificate most recently delivered to the
                  Administrative Agent pursuant to Section 6.1(iii) prior to the
                  consummation of such Permitted Acquisition (giving effect to
                  such Permitted Acquisition and all Credit Extensions funded in
                  connection therewith as if made on the first day of such
                  period).

         (vi)     Investments consisting of loans or advances made by the
                  Company or any of its Subsidiaries to employees and officers
                  of the Company or any of the Company's Subsidiaries for
                  travel, entertainment and relocation expenses in the ordinary
                  course of business in an aggregate principal amount
                  outstanding at any one time not to exceed $2,000,000.

         (vii)    Investments consisting of receivables arising from the sale of
                  goods and services in the ordinary course of business of the
                  Company and its Subsidiaries.

         (viii)   Investments not otherwise permitted by clauses (i) through
                  (vii) above, provided that at the time such Investment is
                  made, (a) the Purchase Price of all Investments made pursuant
                  to this clause (viii) (including such Investment) in the
                  aggregate shall not exceed twenty-five percent (25%) of
                  Consolidated Tangible Net Worth as of the end of the fiscal
                  quarter ending immediately prior to the fiscal quarter in
                  which such Investment is made and (b) no Default or Unmatured
                  Default is continuing or would result therefrom.

         6.16. Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

         (ii)     Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than sixty (60) days past due or which
                  are being contested in good faith by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.



                                       57
<PAGE>

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation.

         (iv)     Utility easements, building restrictions and such other
                  encumbrances or charges against real property as are of a
                  nature generally existing with respect to properties of a
                  similar character and which do not in any material way affect
                  the marketability of the same or interfere with the use
                  thereof in the business of the Company or its Subsidiaries.

         (v)      Liens existing on the date hereof and described on Schedule
                  6.16.

         (vi)     Liens, if any, securing the Loans and other Obligations
                  hereunder.

         6.17. Transactions with Affiliates. The Company will not, and will not
permit any Subsidiary to, enter into any transaction (including, without
limitation, the purchase or sale of any Property or service) with, or make any
payment or transfer to, any Affiliate except in the ordinary course of business
and pursuant to the reasonable requirements of the Company's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than the Company or such Subsidiary would obtain
in a comparable arm's-length transaction.

         6.18. Financial Contracts. The Company shall not and shall not permit
any of its consolidated Subsidiaries to enter into any Financial Contract, other
than Financial Contracts pursuant to which the Company or such Subsidiary hedged
its actual or anticipated interest rate, foreign currency or commodity exposure
existing or anticipated at the time thereof.

         6.19. ERISA. Except to the extent that such act, or failure to act
would not result singly, or in the aggregate, after taking into account all
other such acts or failures to act, in a liability which might be reasonably
expected materially to adversely affect the ability of the Company and its ERISA
Affiliates, taken as a whole, to carry on business substantially as now being or
heretofore conducted, or to materially adversely affect the financial condition
of the Company and its ERISA Affiliates taken as a whole, (i) engage, or permit
any ERISA Affiliate to engage, in any prohibited transaction described in
Sections 406 of ERISA or 4975 of the IRC for which a statutory or class
exemption is not available or a private exemption has not been previously
obtained from the DOL; (ii) permit to exist any accumulated funding deficiency
(as defined in Sections 302 of ERISA and 412 of the IRC); (iii) fail, or permit
any ERISA Affiliate to fail, to pay timely required contributions or annual
installments due with respect to any waived funding deficiency of any Benefit
Plan; (iv) terminate, or permit any ERISA Affiliate to terminate, any Benefit
Plan which would result in any liability of the Company or any ERISA Affiliate
under Title IV of ERISA; (v) fail to make any contribution or payment to any
Multiemployer Plan which the Company or any ERISA Affiliate may be required to
make under any agreement relating to such Multiemployer Plan, or any law
pertaining thereto; (vi) fail, or permit any ERISA Affiliate to fail, to pay any
required installment or any other payment required under Section 412 of the IRC
on or before the due date for such installment or other payment; (vii) amend, or
permit any ERISA Affiliate to amend, a Benefit Plan resulting in an increase in

                                       58
<PAGE>

current liability for the plan year such that the Company or any ERISA Affiliate
is required to provide security to such Plan under Section 401(a)(29) of the
IRC.

         6.20. Environmental Compliance. The Company will not become, or permit
any Subsidiary to become, subject to any liabilities or costs which might be
reasonably expected materially to adversely affect the ability of the Company
and its Subsidiaries, taken as a whole, to carry on business substantially as
now being or heretofore conducted, or to materially adversely affect the
financial condition of the Company and its Subsidiaries taken as a whole,
arising out of or related to (i) the release or threatened release at any
location of any contaminant into the environment, or any remedial action in
response thereto, or (ii) any violation of any environmental, health or safety
requirements of law (including, without limitation, any Environmental Laws).

         6.21. Financial Covenants.

         6.21.1. Maximum Leverage Ratio. As of the last day of each fiscal
quarter, the Company and its consolidated Subsidiaries shall not permit the
ratio (the "Leverage Ratio") of (i) Total Funded Debt to (ii) EBITDA of the
Company and its Subsidiaries as at the end of and for any period of four
consecutive fiscal quarters ending to be greater than (i) 4.25 to 1.00 for the
periods ending on or about September 30, 2001 and December 31, 2001, (ii) 4.00
to 1.00 for the periods ending on or about March 31, 2002, June 30, 2002 and
September 30, 2002, (iii) 3.75 to 1.00 for the periods ending on or about
December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003, and
(iv) 3.50 to 1.00 for each period thereafter. The Leverage Ratio shall be
calculated, in each case, determined as of the last day of each fiscal quarter
based upon (a) for Total Funded Debt, the average month-end Total Funded Debt
for the twelve-month period ending as of the last day of each such fiscal
quarter; and (b) for EBITDA, the actual amount for the four-quarter period
ending on such day, calculated, with respect to Permitted Acquisitions, on a pro
forma basis using historical audited and reviewed unaudited financial statements
obtained from the seller(s) in such Permitted Acquisition, broken down by fiscal
quarter in the Company's reasonable judgment and reasonably satisfactory to the
Administrative Agent and as reported to the Administrative Agent pursuant to the
provisions of Section 6.15(v).

         6.21.2. Minimum Fixed Charge Coverage Ratio. The Company and its
consolidated Subsidiaries shall not permit the ratio ("Fixed Charge Coverage
Ratio"), without duplication, of (i) the sum of (a) EBITDA for such period, plus
(b) Rentals for such period, to (ii) the sum of (a) cash Interest Expense during
such period, plus (b) Rentals for such period, as at the end of and for any
period of four consecutive fiscal quarters ending, to be less than (x) 1.75 to
1.00 for the periods ending on or about September 30, 2001, December 31, 2001,
March 31, 2002, June 30, 2002 and September 30, 2002, and (y) 2.00 to 1.00 for
each period thereafter. The Fixed Charge Coverage Ratio shall be determined as
of the last day of each fiscal quarter based upon, for all components thereof,
the actual amount for the four-quarter period ending on such day, calculated,
with respect to Permitted Acquisitions, on a pro forma basis using historical
audited and reviewed unaudited financial statements obtained from the seller(s)
in such Permitted Acquisition, broken down by fiscal quarter in the Company's
reasonable judgment and reasonably satisfactory to the Administrative Agent and
as reported to the Administrative Agent pursuant to the provisions of Section
6.15(v).


                                       59
<PAGE>

         6.21.3. Minimum Consolidated Net Worth. The Company shall not permit
its Consolidated Net Worth at any time to be less than the sum of (a)
$100,000,000, plus (b) fifty percent (50%) of the sum of Consolidated Net Income
(if positive) earned in each fiscal quarter, commencing with the fiscal quarter
ending on September 30, 2001, plus (c) seventy-five percent (75%) of the amount,
if any, by which stockholders' equity of the Company is, in accordance with
Agreement Accounting Principles, adjusted from time to time as a result of the
issuance of any Capital Stock (excluding Capital Stock issued pursuant to any
employee compensation plan).

                                  ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1. Breach of Representations or Warranties. Any representation or
warranty made or deemed made by or on behalf of the Company or any of its
Subsidiaries to the Lenders or the Administrative Agent under or in connection
with this Agreement, any Credit Extension, or any certificate or information
delivered in connection with this Agreement or any other Loan Document shall be
false in any material respect on the date as of which made.

         7.2. Failure to Make Payments When Due. Nonpayment of (i) principal of
any Loan when due, (ii) any Reimbursement Obligation within one (1) Business Day
after the same becomes due, or (iii) interest upon any Loan or any Commitment
Fee, LC Fee or other Obligations under any of the Loan Documents within five (5)
Business Days after such interest, fee or other Obligation becomes due.

         7.3. Breach of Covenants. The breach by any Borrower of any of the
terms or provisions of Section 6.3 or Sections 6.10 through 6.21; or the breach
by any Borrower of any of the other terms or provisions of Article VI which is
not remedied within five (5) Business Days after the occurrence thereof.

         7.4. Other Breaches. The breach by any Borrower (other than a breach
which constitutes a Default under another Section of this Article VII) of any of
the terms or provisions of this Agreement or any other Loan Document which is
not remedied within thirty (30) days after the earlier of (i) the date the
applicable Borrower obtains knowledge thereof, or (ii) the date written notice
thereof shall have been given to the applicable Borrower by the Administrative
Agent or any Lender.

         7.5. Default as to Other Indebtedness.

         (i) Failure of the Company or any of its Subsidiaries to pay when due
any Indebtedness which, individually or in the aggregate exceeds $5,000,000 (or
the Approximate Equivalent Amount in currencies other than Dollars) (such
Indebtedness being referred to as "Material Indebtedness"); or

         (ii) Any Material Indebtedness of the Company or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or



                                       60
<PAGE>

         (iii) The Company or any of its Subsidiaries shall fail to pay, or
shall admit in writing its inability to pay, its debts generally as they become
due; or

         (iv) The default by the Company or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other event shall occur
or condition exist, the effect of which default or event is to cause, or to
permit the holder or holders of such Material Indebtedness to cause such
Material Indebtedness to become due prior to its stated maturity.

         7.6. Voluntary Bankruptcy; Appointment of Receiver; Etc. Any Borrower
or any Guarantor shall (i) have an order for relief entered with respect to it
under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors, (iii) 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 Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or 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, (v) take any corporate or
partnership action to authorize or effect any of the foregoing actions set forth
in this Section 7.6, or (vi) fail to contest in good faith any appointment or
proceeding described in Section 7.7.

         7.7. Involuntary Bankruptcy; Appointment of Receiver; Etc. Without the
application, approval or consent of the Company or any of its Subsidiaries, a
receiver, trustee, examiner, liquidator or similar official shall be appointed
for the Company or any of its Subsidiaries or any Substantial Portion of its
Property, or a proceeding described in Section 7.6(iv) shall be instituted
against the Company or any of its Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of sixty (60) consecutive days.

         7.8. Custody or Control of Property. Any court, government or
governmental agency shall condemn, seize or otherwise appropriate, or take
custody or control of, all or any portion of the Property of the Company and its
Subsidiaries which, when taken together with all other Property of the Company
and its Subsidiaries so condemned, seized, appropriated, or taken custody or
control of, during the twelve-month period ending with the month in which any
such action occurs, constitutes a Substantial Portion.

         7.9. Judgments. The Company or any of its Subsidiaries shall fail
within thirty (30) days to pay, bond or otherwise discharge one or more (i)
judgments or orders for the payment of money (except to the extent covered by
independent third-party insurance as to which the insurer has not disclaimed
coverage) in excess of $5,000,000 (or the Approximate Equivalent Amount thereof
in currencies other than Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.



                                       61
<PAGE>

         7.10. ERISA Liabilities. Any of (i) A Termination Event occurs with
respect to any Plan and, within thirty (30) days after the reporting of such
Termination Event to the Administrative Agent (who shall promptly notify the
Lenders), the Administrative Agent shall have notified the Company in writing
that (a) the Required Lenders have determined that such Termination Event might
be reasonably expected materially to impair the right of the Company and its
ERISA Affiliates, taken as a whole, to carry on business substantially as now
being or heretofore conducted, or (b) materially adversely affects the financial
condition of the Company and its ERISA Affiliates taken as a whole, and as a
result thereof, an Default exists hereunder; or (ii) the plan administrator of
any Plan applies under Section 412(d) of the IRC for a waiver of the minimum
funding standards of Section 412(a) of the IRC and the Administrative Agent
believes that the substantial business hardship upon which the application for
the waiver is based might be reasonably expected materially to impair the right
of the Company and its ERISA Affiliates, taken as a whole, to carry on business
substantially as now being or heretofore conducted, or materially adversely
affects the financial condition of the Company and its ERISA Affiliates taken as
a whole; or (iii) the present value of the aggregate unfunded liabilities to
provide the accrued benefits under all Foreign Pension Plans exceeds in the
aggregate an amount equal to five percent (5%) of the fair market value of the
assets held in trust or other funding vehicles for accrued benefits under all
Foreign Pension Plans.

         7.11. Environmental Matters. The Company or any of its Subsidiaries
shall (i) be the subject of any proceeding or investigation pertaining to the
release by the Company, any of its Subsidiaries or any other Person of any toxic
or hazardous waste or substance into the environment, or (ii) violate any
Environmental Law, which, in the case of an event described in clause (i) or
clause (ii), could reasonably be expected to have a Material Adverse Effect.

         7.12. Change in Control. Any Change in Control shall occur.

         7.13. Guarantor Revocation. Any guarantor of the Obligations shall
terminate or revoke any of its obligations under the applicable Guaranty or
breach any of the material terms of such Guaranty.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1. Acceleration. Facility LC Collateral Account.

         (i) If any Default described in Section 7.6 or 7.7 occurs with respect
to any Borrower, the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuers to issue Facility LCs shall automatically
terminate and the Obligations shall immediately become due and payable without
any election or action on the part of the Administrative Agent, any LC Issuer or
any Lender, and the Borrowers will be and become thereby unconditionally
obligated, without any further notice, act or demand, to pay to the
Administrative Agent an amount in immediately available funds, which funds shall
be held in the Facility LC Collateral Account, equal to the difference of (x)
the amount of LC Obligations at such time, less (y) the amount on deposit in the
Facility LC Collateral Account at such time which is free and clear of all
rights and claims of third parties and has not been applied against


                                       62
<PAGE>

the Obligations (such difference, the "Collateral Shortfall Amount"). If any
other Default occurs, the Required Lenders (or the Administrative Agent with the
consent of the Required Lenders) may (a) terminate or suspend the obligations of
the Lenders to make Loans hereunder and the obligation and power of the LC
Issuers to issue Facility LCs, or declare the Obligations to be due and payable,
or both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrowers hereby expressly waive, and (b) upon notice to the Borrowers and in
addition to the continuing right to demand payment of all amounts payable under
this Agreement, make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon such demand and without any further notice or act, pay to the
Administrative Agent the Collateral Shortfall Amount, which funds shall be
deposited in the Facility LC Collateral Account.

         (ii) If at any time while any Default is continuing, the Administrative
Agent determines that the Collateral Shortfall Amount at such time is greater
than zero, the Administrative Agent may make demand on the Borrowers to pay, and
the Borrowers will, forthwith upon such demand and without any further notice or
act, pay to the Administrative Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account.

         (iii) The Administrative Agent may at any time or from time to time
after funds are deposited in the Facility LC Collateral Account, apply such
funds to the payment of the Obligations and any other amounts as shall from time
to time have become due and payable by any Borrower to the Lenders or the LC
Issuers under the Loan Documents.

         (iv) At any time while any Default is continuing, neither the Borrowers
nor any Person claiming on behalf of or through the Borrowers shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account.
After all of the Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Administrative Agent to the
Borrowers or paid to whomever may be legally entitled thereto at such time.

         (v) If, within thirty (30) days after acceleration of the maturity of
the Obligations or termination of the obligations of the Lenders to make Loans
and the obligation and power of the LC Issuers to issue Facility LCs hereunder
as a result of any Default (other than any Default as described in Section 7.6
or 7.7 with respect to any Borrower and before any judgment or decree for the
payment of the Obligations due shall have been obtained or entered, the Required
Lenders (in their sole discretion) shall so direct, the Administrative Agent
shall, by notice to the Borrowers, rescind and annul such acceleration and/or
termination.

         8.2. Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrowers may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrowers
hereunder or thereunder or waiving any Default hereunder or thereunder;
provided, however, that no such supplemental agreement shall, without the
consent of each Lender affected thereby:



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<PAGE>

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date or forgive all or any portion of the
                  principal amount thereof or any Reimbursement Obligation
                  related thereto, or reduce the rate or extend the time of
                  payment of interest or fees thereon or Reimbursement
                  Obligations related thereto (other than a waiver of the
                  application of the default rate of interest pursuant to
                  Section 2.12 hereof).

         (ii)     Change the percentage specified in the definition of Required
                  Lenders or any other percentage of Lenders specified to be the
                  applicable percentage in this Agreement to act on specified
                  matters or otherwise amend the definitions of "Required
                  Lenders" or "Pro Rata Share".

         (iii)    Extend the Facility Termination Date, or increase the amount
                  or otherwise extend the term of the Commitment of any Lender
                  hereunder or the commitment to issue Facility LCs.

         (iv)     Permit any Borrower to assign its rights or obligations under
                  this Agreement.

         (v)      Other than pursuant to a transaction permitted by the terms of
                  this Agreement, release any guarantor of the Obligations or
                  all or substantially all of the collateral, if any, securing
                  the Obligations.

         (vi)     Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent. No amendment of any provision of this Agreement relating to any LC Issuer
shall be effective without the written consent of such LC Issuer. No amendment
of any provision of this Agreement relating to the Swing Line Lender or any
Swing Line Loans shall be effective without the written consent of the Swing
Line Lender. The Administrative Agent may waive payment of the fee required
under Section 13.3.2 without obtaining the consent of any other party to this
Agreement.

         8.3. Preservation of Rights. No delay or omission of the Lenders, the
LC Issuers or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or Unmatured Default or the inability of the
Borrowers to satisfy the conditions precedent to such Credit Extension shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by, or by the Administrative Agent with the consent of, the
requisite number of Lenders required pursuant to Section 8.2, and then only to
the extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Administrative Agent, the LC Issuers and the Lenders until all of the
Obligations have been paid in full.



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                                   ARTICLE IX

                                    GUARANTY

         9.1. Guarantee of Obligations.

         9.1.1. Company Guaranty. The Company hereby (i) guarantees, as
principal obligor and not as surety only, to the Lenders the prompt payment of
the principal of and any and all accrued and unpaid interest (including interest
which otherwise may cease to accrue by operation of any insolvency law, rule,
regulation or interpretation thereof) on the Credit Extensions and all other
Obligations of the Subsidiary Borrowers to the Lenders and the Administrative
Agent under this Agreement when due, whether by scheduled maturity, acceleration
or otherwise, all in accordance with the terms of this Agreement and the Notes,
including, without limitation, fees, reimbursement obligations, default
interest, indemnification payments and all reasonable costs and expenses
incurred by the Lenders and the Administrative Agent in connection with
enforcing any obligations of the Subsidiary Borrowers hereunder, including
without limitation the reasonable fees and disbursements of counsel, (ii)
guarantees the prompt and punctual performance and observance of each and every
term, covenant or agreement contained in this Agreement and the Notes to be
performed or observed on the part of any Subsidiary Borrower and (iii) agrees to
make prompt payment, on demand, of any and all reasonable costs and expenses
incurred by the Lenders or the Administrative Agent in connection with enforcing
the obligations of the Company hereunder, including, without limitation, the
reasonable fees and disbursements of counsel (all of the foregoing being
collectively referred to as the "Guaranteed Obligations").

         9.1.2. Performance by Company. If for any reason any duty, agreement or
obligation of any Subsidiary Borrower contained in this Agreement shall not be
performed or observed by such Subsidiary Borrower as provided therein, or if any
amount payable under or in connection with this Agreement shall not be paid in
full when the same becomes due and payable, the Company undertakes to perform or
cause to be performed promptly each of such duties, agreements and obligations
and to pay forthwith each such amount to the Administrative Agent for the
account of the Lenders regardless of any defense or setoff or counterclaim which
such Subsidiary Borrower may have or assert, and regardless of any other
condition or contingency.

         9.2. Nature of Guaranty. The obligations of the Company hereunder
constitute an absolute and unconditional and irrevocable guaranty of payment and
not a guaranty of collection and are wholly independent of and in addition to
other rights and remedies of the Lenders and the Administrative Agent and are
not contingent upon the pursuit by the Lenders and the Administrative Agent of
any such rights and remedies, such pursuit being hereby waived by the Company.

         9.3. Waivers and Other Agreements. The Company hereby unconditionally
(a) waives any requirement that the Lenders or the Administrative Agent, upon
the occurrence of a Default first make demand upon, or seek to enforce remedies
against any Subsidiary Borrower before demanding payment under or seeking to
enforce the obligations of the Company hereunder, (b) covenants that the
obligations of the Company hereunder will not be discharged except by complete
performance of all obligations of each Subsidiary Borrower contained in this

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<PAGE>

Agreement and the Notes, (c) agrees that the obligations of the Company
hereunder shall remain in full force and effect without regard to, and shall not
be affected or impaired, without limitation, by any invalidity, irregularity or
unenforceability in whole or in part of this Agreement or the Notes, or any
limitation on the liability of any Subsidiary Borrower thereunder, or any
limitation on the method or terms of payment thereunder which may or hereafter
be caused or imposed in any manner whatsoever (including, without limitation,
usury laws), (d) waives diligence, presentment and protest with respect to, and
any notice of default or dishonor in the payment of any amount at any time
payable by any Subsidiary Borrower under or in connection with this Agreement or
the Notes, and further waives any requirement of notice of acceptance of, or
other formality relating to, the obligations of the Company hereunder and (e)
agrees that the Guaranteed Obligations shall include any amounts paid by any
Subsidiary Borrower to the Lenders or the Administrative Agent which may be
required to be returned to such Subsidiary Borrower or to their representative
or to a trustee, custodian or receiver for such Subsidiary Borrower.

         9.4. Obligations Absolute. The obligations, covenants, agreements and
duties of the Company under this Agreement shall not be released, affected or
impaired by any of the following whether or not undertaken with notice to or
consent of the Company: (a) an assignment or transfer, in whole or in part, of
the Loans made to any Subsidiary Borrower or of this Agreement or any Note
although made without notice to or consent of the Company, or (b) any waiver by
any Lender or the Administrative Agent or by any other person, of the
performance or observance by any Subsidiary Borrower of any of the agreements,
covenants, terms or conditions contained in this Agreement or in the Notes, or
(c) any indulgence in or the extension of the time for payment by any Subsidiary
Borrower of any amounts payable under or in connection with this Agreement or
any Note, or of the time for performance by any Subsidiary Borrower of any other
obligations under or arising out of this Agreement or any Note, or the extension
or renewal thereof, or (d) the modification, amendment or waiver (whether
material or otherwise) of any duty, agreement or obligation of any Subsidiary
Borrower set forth in this Agreement or any Note (the modification, amendment or
waiver from time to time of this Agreement and the Notes being expressly
authorized without further notice to or consent of the Company), or (e) the
voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of any Subsidiary Borrower or any receivership,
insolvency, bankruptcy, reorganization, or other similar proceedings, affecting
any Subsidiary Borrower or any of its assets, or (f) the merger or consolidation
of any Subsidiary Borrower or the Company with any other person, or (g) the
release of discharge of any Subsidiary Borrower or the Company from the
performance or observance of any agreement, covenant, term or condition
contained in this Agreement or any Note, by operation of law, or (h) any other
cause whether similar or dissimilar to the foregoing which would release, affect
or impair the obligations, covenants, agreements or duties of the Company
hereunder.

         9.5. No Investigation by Lenders or Administrative Agent. The Company
hereby waives unconditionally any obligation which, in absence of such
provision, the Lenders or the Administrative Agent might otherwise have to
investigate or to assure that there has been compliance with the law of any
jurisdiction with respect to the Guaranteed Obligations recognizing that, to
save both time and expense, the Company has requested that the Lenders and the
Administrative Agent not undertake such investigation. The Company hereby
expressly confirms that the obligations of the Company hereunder shall remain in
full force and effect


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<PAGE>

without regard to compliance or noncompliance with any such law and irrespective
of any investigation or knowledge of any Lender or the Administrative Agent of
any such law.

         9.6. Indemnity. As a separate, additional and continuing obligation,
the Company unconditionally and irrevocably undertakes and agrees with the
Lenders and the Administrative Agent that, should the Guaranteed Obligations not
be recoverable from the Company under Section 10.1 for any reason whatsoever
(including, without limitation, by reason of any provision of this Agreement or
the Notes or any other agreement or instrument executed in connection herewith
being or becoming void, unenforceable, or otherwise invalid under any applicable
law) then, notwithstanding any knowledge thereof by any Lender or the
Administrative Agent at any time, the Company as sole, original and independent
obligor, upon demand by the Administrative Agent, will make payment to the
Administrative Agent for the account of the Lenders and the Administrative Agent
of the Guaranteed Obligations by way of a full indemnity in such currency and
otherwise in such manner as is provided in this Agreement and the Notes.

         9.7. Reinstatement. If at any time any payment of any Guaranteed
Obligations by any Subsidiary Borrower is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of any
Subsidiary Borrower or otherwise, each of the Company's obligations hereunder
with respect to such payment shall be reinstated as though such payment had been
due but not made at such time.

                                   ARTICLE X

                               GENERAL PROVISIONS

         10.1. Survival of Representations. All representations and warranties
of the Borrowers contained in this Agreement shall survive the making of the
Credit Extensions herein contemplated.

         10.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, neither any LC Issuer nor any Lender shall be
obligated to extend credit to the Borrowers in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         10.3. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.4. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Administrative Agent, the LC Issuers
and the Lenders and supersede all prior agreements and understandings among the
Borrowers, the Administrative Agent, the LC Issuers and the Lenders relating to
the subject matter thereof other than the fee letter described in Section 11.13.

         10.5. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other


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<PAGE>

Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns, provided,
however, that the parties hereto expressly agree that the Arranger shall enjoy
the benefits of the provisions of Sections 9.6, 9.10, 10.11, and 10.13 to the
extent specifically set forth therein and shall have the right to enforce such
provisions on its own behalf and in its own name to the same extent as if it
were a party to this Agreement.

         10.6. Expenses; Indemnification.

         (i) The Borrowers shall reimburse the Administrative Agent and the
Arranger for any costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' and paralegals' fees, time charges and expenses of
attorneys and paralegals for the Administrative Agent and Arranger, which
attorneys and paralegals may or may not be employees of the Administrative Agent
or the Arranger, and expenses of and fees for other advisors and professionals
engaged by the Administrative Agent or the Arranger) paid or incurred by the
Administrative Agent or the Arranger in connection with the investigation,
preparation, negotiation, documentation, execution, delivery, syndication,
distribution (including, without limitation, via the internet), review,
amendment, modification, administration and collection of the Loan Documents.
The Borrowers also agree to reimburse the Administrative Agent, the Arranger,
the LC Issuers and the Lenders for any costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees, time charges and
expenses of attorneys and paralegals for the Administrative Agent, the Arranger,
the LC Issuers and the Lenders, which attorneys and paralegals may be employees
of the Administrative Agent, the Arranger, the LC Issuers or the Lenders) paid
or incurred by the Administrative Agent, the Arranger, any LC Issuers or any
Lender in connection with the collection and enforcement of the Loan Documents.

         (ii) The Borrowers hereby further agree to indemnify the Administrative
Agent, the Arranger, the LC Issuers, each Lender, their respective affiliates,
and each of their directors, officers and employees 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 Administrative Agent, the Arranger, the LC Issuers, any
Lender or any affiliate is a party thereto, and all reasonable attorneys' and
paralegals' fees, time charges and expenses of attorneys and paralegals of the
party seeking indemnification, which attorneys and paralegals may or may not
been employees of such party seeking indemnification) which any of them may pay
or incur arising out of or relating to this Agreement, the other Loan Documents,
the transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Credit Extension hereunder, except
to the extent that they are determined in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the party seeking indemnification. The obligations of the
Borrowers under this Section 10.6 shall survive the termination of this
Agreement.

         10.7. Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders, to the extent that the Administrative Agent deems necessary.



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<PAGE>

         10.8. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Company or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("Accounting Changes"), the parties hereto
agree, at the Company's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Company's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably satisfactory to the Administrative
Agent and the Required Lenders, no Accounting Change shall be given effect in
such calculations and all financial statements and reports required to be
delivered hereunder shall be prepared in accordance with Agreement Accounting
Principles without taking into account such Accounting Changes. In the event
such amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment.

         10.9. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.10. Nonliability of Lenders. The relationship between the Borrowers
on the one hand and the Lenders, the LC Issuers and the Administrative Agent on
the other hand shall be solely that of borrower and lender. None of the
Administrative Agent, the Arranger, the LC Issuers or any Lender shall have any
fiduciary responsibilities to the Borrowers. None of the Administrative Agent,
the Arranger, the LC Issuers or any Lender undertakes any responsibility to the
Borrowers to review or inform the Borrowers of any matter in connection with any
phase of any Borrower's business or operations. The Borrowers agree that none of
the Administrative Agent, the Arranger, the LC Issuers or any Lender shall have
liability to the Borrowers (whether sounding in tort, contract or otherwise) for
losses suffered by the Borrowers in connection with, arising out of, or in any
way related to, the transactions contemplated and the relationship established
by the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final, non-appealable judgment by a
court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
None of the Administrative Agent, the Arranger, the LC Issuers or any Lender
shall have any liability with respect to, and the Borrowers hereby waive,
releases and agrees not to sue for, any special, indirect, consequential or
punitive damages suffered by the Borrowers in connection with, arising out of,
or in any way related to the Loan Documents or the transactions contemplated
thereby.

         10.11. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel,


                                       69
<PAGE>

accountants, and other professional advisors to such Lender or to a Transferee
or prospective Transferee (each of whom, by its acceptance thereof, agrees to be
bound by the terms of this Section 10.11), (iii) to regulatory officials, (iv)
to any Person as required by law, regulation, or legal process, (v) to any
Person, if required, in connection with any legal proceeding to which such
Lender is a party, (vi) to such Lender's direct or indirect contractual
counterparties in swap agreements or to legal counsel, accountants and other
professional advisors to such counterparties (each of whom, by its acceptance
thereof, agrees to be bound by the terms of this Section 10.11), and (vii)
permitted by Section 13.4.

         10.12. Lenders Not Utilizing Plan Assets. None of the consideration
used by any of the Lenders, any LC Issuer or Designated Lenders to make its
Credit Extensions constitutes for any purpose of ERISA or Section 4975 of the
Code assets of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of
the Code and the rights and interests of each of the Lenders, the LC Issuers and
Designated Lenders in and under the Loan Documents shall not constitute such
"plan assets" under ERISA.

         10.13. Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for herein.

         10.14. Disclosure. The Borrowers and each Lender hereby acknowledge and
agree that Bank One and/or its respective Affiliates and certain of the other
Lenders and/or their respective Affiliates from time to time may hold
investments in, make other loans to or have other relationships with the
Borrowers and its Affiliates.

         10.15. Subordination of Intercompany Indebtedness. The Borrowers agree
that any and all claims of any Borrower against any Guarantor with respect to
any "Intercompany Indebtedness" (as hereinafter defined), any endorser, obligor
or any other guarantor of all or any part of the Obligations, or against any of
its properties shall be subordinate and subject in right of payment to the prior
payment, in full and in cash, of all Obligations. Notwithstanding any right of
any Borrower to ask, demand, sue for, take or receive any payment from any
Guarantor, all rights, liens and security interests of the Borrowers, whether
now or hereafter arising and howsoever existing, in any assets of any Guarantor
(whether constituting part of any collateral given to the Administrative Agent
or any Lender to secure payment of all or any part of the Obligations or
otherwise) shall be and are subordinated to the rights of the Administrative
Agent, the LC Issuers and the Lenders in those assets. No Borrower shall have
any right to possession of any such asset or to foreclose upon any such asset,
whether by judicial action or otherwise, unless and until all of the Obligations
(other than contingent indemnity obligations) shall have been fully paid and
satisfied (in cash) and all financing arrangements pursuant to all of the Loan
Documents have been terminated. If all or any part of the assets of any
Guarantor, or the proceeds thereof, are subject to any distribution, division or
application to the creditors of any Guarantor, whether partial or complete,
voluntary or involuntary, and whether by reason of liquidation, bankruptcy,
arrangement, receivership, assignment for the benefit of creditors or any other
action or proceeding, or if the business of any Guarantor is dissolved or if
substantially all of the assets of any Guarantor are sold, then, and in any such
event (such events being herein referred to as an "Insolvency Event"), any
payment or distribution of any kind or character, either in cash, securities or
other property, which shall be payable or deliverable upon or with


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respect to any indebtedness of any Guarantor to any Borrower ("Intercompany
Indebtedness") shall be paid or delivered directly to the Administrative Agent
for application on any of the Obligations, due or to become due, until such
Obligations (other than contingent indemnity obligations) shall have first been
fully paid and satisfied (in cash). Should any payment, distribution, security
or instrument or proceeds thereof be received by any Borrower upon or with
respect to the Intercompany Indebtedness after any Insolvency Event and prior to
the satisfaction of all of the Obligations (other than contingent indemnity
obligations) and the termination of all financing arrangements pursuant to all
of the Loan Documents, such Borrower shall receive and hold the same in trust,
as trustee, for the benefit of the Administrative Agent, the LC Issuers and the
Lenders and shall forthwith deliver the same to the Administrative Agent, for
the benefit of the Administrative Agent, the LC Issuers and the Lenders, in
precisely the form received (except for the endorsement or assignment of such
Borrower where necessary), for application to any of the Obligations, due or not
due, and, until so delivered, the same shall be held in trust by such Borrower
as the property of the Administrative Agent, the LC Issuers and the Lenders. If
any Borrower fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees is irrevocably authorized to make the same. Each Borrower agrees that
until the Obligations (other than the contingent indemnity obligations) have
been paid in full (in cash) and satisfied and all financing arrangements
pursuant to any Loan Document among the Borrowers and the Administrative Agent,
the LC Issuers and the Lenders have been terminated, no Borrower will assign or
transfer to any Person (other than the Administrative Agent) any claim any
Borrower has or may have against any Guarantor.

                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

         11.1. Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as the Administrative Agent hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article XI.
Notwithstanding the use of the defined term "Administrative Agent", it is
expressly understood and agreed that the Administrative Agent shall have no
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is
the "representative" of the Lenders within the meaning of Section 9-102 of the
Uniform Commercial Code and (iii) is acting as independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.



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<PAGE>

         11.2. Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders or any obligation to the
Lenders to take any action thereunder, except any action specifically provided
by the Loan Documents to be taken by the Administrative Agent.

         11.3. General Immunity. Neither the Administrative Agent nor any of its
respective directors, officers, agents or employees shall be liable to the
Borrowers, the Lenders or any Lender for any action taken or omitted to be taken
by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or inaction is determined
in a final, non-appealable judgment by a court of competent jurisdiction to have
arisen from the gross negligence or willful misconduct of such Person.

         11.4. No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (a) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (b) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (c) the satisfaction of any condition
specified in Article IV, except receipt of items required to be delivered solely
to the Administrative Agent; (d) the existence or possible existence of any
Default or Unmatured Default; (e) the validity, enforceability, effectiveness,
sufficiency or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security; or (g) the
financial condition of the Borrowers or any guarantor of any of the Obligations
or of any of the Company's or any such guarantor's respective Subsidiaries. The
Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by any Borrower to the Administrative Agent
at such time, but is voluntarily furnished by any Borrower to the Administrative
Agent (either in its capacity as the Administrative Agent or in its individual
capacity).

         11.5. Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by any of them pursuant to the provisions of this
Agreement or any other Loan Document unless they shall be requested in writing
to do so by the Required Lenders (or all of the Lenders in the event that and to
the extent that this Agreement expressly requires such). The Administrative
Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability, cost
and expense that it may incur by reason of taking or continuing to take any such
action.



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<PAGE>

         11.6. Employment of Agents and Counsel. The Administrative Agent may
execute any of its respective duties as the Administrative Agent hereunder and
under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Administrative Agent shall be entitled to advice of counsel
concerning the contractual arrangement between the Administrative Agent and the
Lenders and all matters pertaining to the Administrative Agent's duties
hereunder and under any other Loan Document.

         11.7. Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.

         11.8. Administrative Agents' Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to the Lenders' Pro Rata Shares of Aggregate Commitment (or, if the
Aggregate Commitment has been terminated, of the Outstanding Credit Exposure)
(i) for any amounts not reimbursed by the Borrowers for which the Administrative
Agent is entitled to reimbursement by the Borrowers under the Loan Documents,
(ii) for any other expenses incurred by the Administrative Agent on behalf of
the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, but not limited
to, for any expenses incurred by the Administrative Agent in connection with any
dispute between the Administrative Agent and any Lender or between two or more
of the Lenders) and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Administrative Agent in connection
with any dispute between the Administrative Agent and any Lender or between two
or more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents, provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final, non-appealable judgment in a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Administrative
Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding the provisions of this Section 11.8, be paid by the relevant
Lender in accordance with the provisions thereof. The obligations of the Lenders
under this Section 11.8 shall survive payment of the Obligations and termination
of this Agreement.

         11.9. Notice of Default. The Administrative Agent shall be deemed to
have no knowledge or notice of the occurrence of any Default or Unmatured
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrowers referring to this Agreement describing such
Default or Unmatured Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.



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<PAGE>

         11.10. Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Commitment and its Credit
Extensions as any Lender and may exercise the same as though it were not the
Administrative Agent, and the term "Lender" or "Lenders" shall, at any time when
the Administrative Agent is a Lender, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Company or any of its Subsidiaries in which the Company or such Subsidiary is
not restricted hereby from engaging with any other Person.

         11.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger 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 this Agreement and the other Loan Documents.

         11.12. Successor Administrative Agents. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five (45) days after the retiring Administrative Agent gives
notice of its intention to resign. The Administrative Agent may be removed at
any time with or without cause by written notice received by the Administrative
Agent from the Required Lenders, such removal to be effective on the date
specified by the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint, on behalf of the Borrowers and
the Lenders, a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Required Lenders within thirty (30)
days after the resigning Administrative Agent's giving notice of its intention
to resign, then the resigning Administrative Agent may appoint, on behalf of the
Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding the
previous sentence, the Administrative Agent may at any time without the consent
of any Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as its successor Administrative Agent hereunder. If the
Administrative Agent has resigned or been removed and no successor
Administrative Agent has been appointed, the Lenders may perform all the duties
of the Administrative Agent hereunder and the Borrowers shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Administrative Agent
shall be deemed to be appointed hereunder until such successor Administrative
Agent has accepted the appointment. Any such successor Administrative Agent
shall be a commercial bank having capital and retained earnings of at least
$100,000,000. Upon the acceptance of any appointment as an Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning or removed Administrative Agent. Upon the

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effectiveness of the resignation or removal of an Administrative Agent, the
resigning or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Administrative Agent, the provisions of this
Article XI shall continue in effect for the benefit of the Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as an Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 11.12, then (a) the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent and (b) the references to "Bank One" in the definitions of
"Eurocurrency Reference Rate" and "Prime Rate" and in the last sentence of
Section 2.13 shall be deemed to be a reference to such successor Administrative
Agent in its individual capacity.

         11.13. Agent and Arranger Fees. The Company agrees to pay to the
Administrative Agent and the Arranger, for their respective accounts, the fees
agreed to by the Company, the Administrative Agent and the Arranger pursuant to
that certain letter agreement dated July 13, 2001 or as otherwise agreed from
time to time.

         11.14. Delegation to Affiliates. The Borrowers and the Lenders agree
that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles IX and X.

         11.15. Release of Guarantors. Upon the liquidation or dissolution of
any Guarantor, or sale of the Capital Stock of any Guarantor, in each case which
is permitted pursuant to the terms of any Loan Document or consented to in
writing by the Required Lenders or all of the Lenders, as applicable, and upon
at least five (5) Business Days' prior written request by the Company, the
Administrative Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of the
applicable Guarantor from its obligations under the Guaranty; provided, however,
that (i) the Administrative Agent shall not be required to execute any such
document on terms which, in the Administrative Agent's opinion, would expose the
Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Guarantor without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Obligations, any other Guarantor's obligations under the Guaranty,
or, if applicable, any obligations of the Company or any Subsidiary in respect
of the proceeds of any such sale retained by the Company or any Subsidiary.

                                  ARTICLE XII

                            SETOFF; RATABLE PAYMENTS

         12.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other


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<PAGE>

Indebtedness at any time held or owing by any Lender or any Affiliate of any
Lender to or for the credit or account of any Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due.

         12.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a participation in the Aggregate Outstanding Credit Exposure held by
the other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XIII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1. Successors and Assigns; Designated Lenders.

         13.1.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Administrative Agent and the Lenders and their respective successors and
assigns, except that (i) no Borrower shall have the right to assign its rights
or obligations under the Loan Documents without the consent of all of the
Lenders, and any such assignment in violation of this Section 13.1.1 shall be
null and void, and (ii) any assignment by any Lender must be made in compliance
with Section 13.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 13.1.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a
Lender which is a fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 13.3. The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 13.3;
provided, however, that the Administrative Agent may in its discretion (but
shall not be required to) follow instructions from the Person which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another Person. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been


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<PAGE>

issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

         13.1.2. Designated Lenders.

         (i) Subject to the terms and conditions set forth in this Section
13.1.2, any Lender may from time to time elect to designate an Eligible Designee
to provide all or any part of the Revolving Loans to be made by such Lender
pursuant to this Agreement; provided that the designation of an Eligible
Designee by any Lender for purposes of this Section 13.1.2 shall be subject to
the approval of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed). Upon the execution by the parties to each
such designation of an agreement in the form of Exhibit G hereto (a "Designation
Agreement") and the acceptance thereof by the Administrative Agent, the Eligible
Designee shall become a Designated Lender for purposes of this Agreement. The
Designating Lender shall thereafter have the right to permit the Designated
Lender to provide all or a portion of the Revolving Loans to be made by the
Designating Lender pursuant to the terms of this Agreement and the making of the
Revolving Loans or portion thereof shall satisfy the obligations of the
Designating Lender to the same extent, and as if, such Revolving Loan was made
by the Designating Lender. As to any Revolving Loan made by it, each Designated
Lender shall have all the rights a Lender making such Revolving Loan would have
under this Agreement and otherwise; provided, (x) that all voting rights under
this Agreement shall be exercised solely by the Designating Lender, (y) each
Designating Lender shall remain solely responsible to the other parties hereto
for its obligations under this Agreement, including the obligations of a Lender
in respect of Revolving Loans made by its Designated Lender and (z) no
Designated Lender shall be entitled to reimbursement under Article III hereof
for any amount which would exceed the amount that would have been payable by any
Borrower to the Lender from which the Designated Lender obtained any interests
hereunder. No additional Notes shall be required with respect to Revolving Loans
provided by a Designated Lender; provided, however, to the extent any Designated
Lender shall advance funds, the Designating Lender shall be deemed to hold the
Notes in its possession as an agent for such Designated Lender to the extent of
the Revolving Loan funded by such Designated Lender. Such Designating Lender
shall act as Administrative Agent for its Designated Lender and give and receive
notices and communications hereunder. Any payments for the account of any
Designated Lender shall be paid to its Designating Lender as Administrative
Agent for such Designated Lender and neither the Borrowers nor the
Administrative Agent shall be responsible for any Designating Lender's
application of such payments. In addition, any Designated Lender may (1) with
notice to, but without the consent of the Borrowers or the Administrative Agent,
assign all or portions of its interests in any Revolving Loans to its
Designating Lender or to any financial institution consented to by the
Administrative Agent providing liquidity and/or credit facilities to or for the
account of such Designated Lender and (2) subject to advising any such Person
that such information is to be treated as confidential in accordance with such
Person's customary practices for dealing with confidential, non-public
information, disclose on a confidential basis any non-public information
relating to its Revolving Loans to any rating agency, commercial paper dealer or
provider of any guarantee, surety or credit or liquidity enhancement to such
Designated Lender.

         (ii) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other Person in instituting against, any
Designated Lender any bankruptcy,


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reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law for one year
and a day after the payment in full of all outstanding senior indebtedness of
any Designated Lender; provided that the Designating Lender for each Designated
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage and expense arising out of its inability to
institute any such proceeding against such Designated Lender. This Section
13.1.2 shall survive the termination of this Agreement.

         13.2. Participations.

         13.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other entities ("Participants") participating interests
in any Outstanding Credit Exposure of such Lender, any Note held by such Lender,
any Commitment of such Lender or any other interest of such Lender under the
Loan Documents. In the event of any such sale by a Lender of participating
interests to a Participant, such Lender's obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its Outstanding Credit Exposure and the holder of any Note issued
to it in evidence thereof for all purposes under the Loan Documents, all amounts
payable by the Borrowers under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrowers and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan
Documents.

         13.2.2. Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Credit Extension or Commitment in
which such Participant has an interest which (i) extends the final maturity of
any Loan or any Facility LC beyond the Facility Termination Date or forgives all
or a portion of the principal amount thereof or interest or fees thereon, or
reduces the rate or extends the time of payment of interest or fees on any such
Loan or the related Commitment or (ii) extends the Facility Termination Date, or
(iii) releases any guarantor of the Obligations or all or substantially all of
the collateral, if any, securing the Obligations.

         13.2.3. Benefit of Setoff. The Borrowers agree that each Participant
shall be deemed to have the right of setoff provided in Section 12.1 in respect
of its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 12.1 with respect to the amount
of participating interests sold to each Participant. The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 12.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 12.2 as if each Participant were a Lender.

         13.3. Assignments.

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<PAGE>

         13.3.1. Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be evidenced by an
agreement substantially in the form of Exhibit C or in such other form as may be
agreed to by the parties thereto (each such agreement, an "Assignment
Agreement"). The consent of the Company, the LC Issuers and the Administrative
Agent shall be required prior to an Assignment Agreement becoming effective with
respect to a Purchaser which is not a Lender or an Affiliate thereof, provided,
however, that if a Default has occurred and is continuing, the consent of the
Company shall not be required. Such consent shall not be unreasonably withheld
or delayed. Each such assignment with respect to a Purchaser which is not a
Lender or an Affiliate thereof shall (unless each of the Company and the
Administrative Agent otherwise consents) be in an amount not less than the
lesser of (i) $5,000,000 and integral multiples of $1,000,000 in excess thereof
or (ii) the remaining amount of the assigning Lender's Commitment (calculated as
at the date of such assignment), or, if the Facility Termination Date has
occurred, the remaining amount of the assigning Lender's Outstanding Credit
Exposure.

         13.3.2. Effect; Effective Date. Upon (i) delivery to the Administrative
Agent of an Assignment Agreement, together with any consents required by Section
13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for
processing such assignment (unless such fee is waived by the Administrative
Agent), such assignment shall become effective on the effective date specified
in such assignment. The Assignment Agreement shall contain a representation by
the Purchaser to the effect that none of the consideration used to make the
purchase of the Commitment and Outstanding Credit Exposure under the applicable
Assignment Agreement constitutes "plan assets" as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan Documents will
not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by any Borrower, the Lenders or the Administrative
Agent shall be required to release the transferor Lender with respect to the
percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned
to such Purchaser. Upon the consummation of any assignment to a Purchaser
pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent
and the Borrowers shall, if the transferor Lender or the Purchaser desires that
its Loans be evidenced by Notes, make appropriate arrangements so that new Notes
or, as appropriate, replacement Notes are issued to such transferor Lender and
new Notes or, as appropriate, replacement Notes, are issued to such Purchaser,
in each case in principal amounts reflecting their respective Commitments (or,
if the Facility Termination Date has occurred, their respective Outstanding
Credit Exposure, as adjusted pursuant to such assignment.

         13.3.3. The Register. Notwithstanding anything to the contrary in this
Agreement, the Borrowers hereby designate the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as the
Borrowers' contractual representative solely for purposes of this Section
13.3.3. In this connection, the Administrative Agent shall maintain at its
address referred to in Section 14.1 a copy of each Assignment Agreement
delivered to and accepted by it pursuant to this Section 13.3.3 and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitment of, principal amount of and interest


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<PAGE>

on the Revolving Loans owing to, each Lender from time to time and whether such
Lender is an original Lender or the assignee of another Lender pursuant to an
assignment under this Section 13.3. The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Company
and each of its Subsidiaries, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         13.4. Dissemination of Information. The Borrowers authorize each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, including
without limitation any information contained in any reports or other information
delivered by any Borrower pursuant to Section 6.1; provided that each Transferee
and prospective Transferee agrees to be bound by Section 10.11 of this
Agreement.

         13.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                  ARTICLE XIV

                                     NOTICES

         14.1. Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the initial Borrower, the Administrative Agent or any Lender
party hereto as of the Closing Date, at its respective address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender
that becomes a party hereto pursuant to Section 13.3, at its address or
facsimile number set forth in the applicable Assignment Agreement or, if none is
provided therein, in its administrative questionnaire or (z) in the case of any
party, at such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Administrative Agent and the Company in
accordance with the provisions of this Section 14.1. Each such notice, request
or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Administrative Agent under Article
II shall not be effective until received. For all purposes under this Agreement
and the other Loan Documents, (A) notice to the Administrative Agent from any
Borrower shall not be deemed to be effective until actually received by the
Administrative Agent, and (B) delivery of any notice to the Company shall be
deemed to have been delivered to the Borrowers.



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<PAGE>

         14.2. Change of Address. The Borrowers, the Administrative Agent and
any Lender may each change the address for service of notice upon it by a notice
in writing to the other parties hereto.

                                   ARTICLE XV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the initial Borrowers,
the Administrative Agent, the LC Issuers and the Lenders and each party has
notified the Administrative Agent by facsimile transmission or telephone that it
has taken such action.

                                  ARTICLE XVI

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         16.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         16.2. CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER TO BRING
PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE ADMINISTRATIVE AGENT, ANY LC
ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN
A COURT IN CHICAGO, ILLINOIS OR THE CITY IN WHICH THE PRINCIPAL OFFICE OF THE
ADMINISTRATIVE AGENT, LENDER OR AFFILIATE, AS THE CASE MAY BE, IS LOCATED.



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<PAGE>

         16.3. WAIVER OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE AGENT,
EACH LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                  ARTICLE XVII

                    TERMINATION OF EXISTING CREDIT AGREEMENT

         The Company, the Lender and the Administrative Agent agree that upon
(i) the execution and delivery of this Agreement by each of the parties hereto
and (ii) satisfaction (or waiver by the aforementioned parties) of the
conditions precedent set forth in Section 4.1, the "Commitments" (as defined in
the Existing Credit Agreement) shall be reduced to zero and terminated
permanently as of the date immediately preceding the Closing Date of this
Agreement. All facility fees and related fees payable pursuant to the Existing
Credit Agreement shall be due and payable on the effective date of the
termination of such agreement, which date shall be concurrent with the Closing
Date of this Agreement.

                            [Signature Pages Follow]



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<PAGE>
         IN WITNESS WHEREOF, the initial Borrowers, the Lenders, the LC Issuers
and the Administrative Agent have executed this Agreement as of the date first
above written.

                                       JOHNSON OUTDOORS INC., as a Borrower



                                       By:  /s/ Wade T. Neuharth
                                          -------------------------------------
                                       Name:  Wade T. Neuharth
                                       Title: Treasurer

                                       1326 Willow Road
                                       Sturtevant, WI  53177

                                       Attention:  Paul A. Lehmann
                                       Phone:    414/884-1531
                                       Fax:   414/884-1704
                                       E-mail:   plehmann@johnsonoutdoors.com



<PAGE>



                                       BANK ONE, NA (Main Office
                                       Chicago), as the
                                       Administrative Agent, as
                                       Swing Line Lender, as LC
                                       Issuer and as a Lender



                                       By: /s/ Jenny Gilpin
                                          --------------------------------------
                                       Name:  Jenny Gilpin
                                       Title: Director, Capital Markets

                                       1 Bank One Plaza
                                       Chicago, IL  60670

                                       Attention:  Jenny Gilpin
                                       Phone:    312/732-5867
                                       Fax:   312/732-1117
                                       E-mail:   jenny_gilpin@bankone.com

<PAGE>



                                       LASALLE BANK NATIONAL ASSOCIATION,
                                         as a Lender



                                       By:  /s/ Lou D. Banach
                                          --------------------------------------
                                       Name:  Lou D. Banach
                                       Title: Vice President

                                       411 East Wisconsin Avenue
                                       Milwaukee, Wisconsin 53202

                                       Attention:  Lou D. Banach
                                       Phone:    414-224-0394
                                       Fax:   414-224-0071
                                       E-mail:  lou.banach@abnamro.com

<PAGE>

                                       THE NORTHERN TRUST COMPANY, as a Lender



                                       By:  /s/ Edmund H. Lester
                                          --------------------------------------
                                       Name:  Edmund H. Lester
                                       Title: Vice President

                                       50 South LaSalle Street
                                       Chicago, IL  60148

                                       Attention:  Edmund H. Lester
                                       Phone:    312/444-3527
                                       Fax:   312/444-7028
                                       E-mail:   EL18@ntrs.com

<PAGE>

                                       M&I MARSHALL & ILSLEY BANK, as a Lender



                                       By:  /s/ Ronald J. Carey
                                          --------------------------------------
                                       Name:  Ronald J. Carey
                                       Title: Vice President

                                       770 North Water Street
                                       Milwaukee, Wisconsin  53202

                                       Attention:  Ronald J. Carey
                                       Phone:    414-765-7600
                                       Fax:   414-765-7625
                                       E-mail:   ron.carey@micorp.com

<PAGE>


                                       ASSOCIATED BANK, N.A., as a Lender



                                       By:  /s/ Gretchen Quinlevan
                                          --------------------------------------
                                       Name:  Gretchen Quinlevan
                                       Title: Assistant Vice President

                                       401 E. Kilborn Avenue
                                       Milwaukee, Wisconsin  53202

                                       Attention:  Gretchen Quinlevan
                                       Phone:    414/283-2202
                                       Fax:   414/283-2336
                                       E-mail:     gretchen.quinlevan@associated
                                                                        bank.com